f8k071807ex10xxi_redmile.htm


    Exhibit
      10.21

     

    WARRANT
      INDENTURE

     

    Providing
      for the Issue of Warrants

     

    BETWEEN

     

    RED
      MILE ENTERTAINMENT, INC.

     

    -
      and
      -

     

    OLYMPIA
      TRUST COMPANY

     

    Dated
      as
      of July 18, 2007

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    TABLE
      OF CONTENTS

     

    
      
        	
                Article 1
                  INTERPRETATION

              	
                1

              
	
                1.1

              	
                Definitions

              	
                1

              
	
                1.2

              	
                Gender
                  and Number

              	
                5

              
	
                1.3

              	
                Interpretation
                  not Affected by Headings, etc.

              	
                5

              
	
                1.4

              	
                Day
                  not a Business Day

              	
                5

              
	
                1.5

              	
                Time
                  of the Essence

              	
                5

              
	
                1.6

              	
                Currency

              	
                5

              
	
                1.7

              	
                Applicable
                  Law

              	
                5

              
	
                Article 2
                  ISSUE OF WARRANTS

              	
                5

              
	
                2.1

              	
                Creation
                  and Issue of Warrants

              	
                5

              
	
                2.2

              	
                Terms
                  of Warrants

              	
                5

              
	
                2.3

              	
                Warrantholder
                  not a Shareholder

              	
                6

              
	
                2.4

              	
                Warrants
                  to Rank Pari Passu

              	
                6

              
	
                2.5

              	
                Form
                  of Warrants

              	
                6

              
	
                2.6

              	
                Signing
                  of Warrant Certificates

              	
                6

              
	
                2.7

              	
                Certification
                  by the Trustee

              	
                6

              
	
                2.8

              	
                Issue
                  in Substitution for Warrant Certificates Lost, etc.

              	
                7

              
	
                2.9

              	
                Exchange
                  of Warrant Certificates

              	
                7

              
	
                2.1

              	
                Transfer
                  and Ownership of Warrants

              	
                7

              
	
                2.11

              	
                Charges
                  for Exchange or Transfer

              	
                8

              
	
                2.12

              	
                Cancellation
                  of Surrendered Warrants

              	
                8

              
	
                2.13

              	
                Registration
                  of Warrants

              	
                8

              
	
                Article 3
                  EXERCISE OF WARRANTS

              	
                9

              
	
                3.1

              	
                Vesting
                  and Restriction On Exercise

              	
                9

              
	
                3.2

              	
                Holders
                  Eligible to Exercise Warrants

              	
                9

              
	
                3.3

              	
                Method
                  of Exercise of Warrants

              	
                9

              
	
                3.4

              	
                Effect
                  of Exercise of Warrants

              	
                10

              
	
                3.5

              	
                Fractions

              	
                10

              
	
                3.6

              	
                Common
                  Share Certificates

              	
                11

              
	
                3.7

              	
                Expiration
                  of Warrants

              	
                11

              
	
                3.8

              	
                Accounting
                  and Recording

              	
                12

              
	
                3.9

              	
                Securities
                  Restrictions

              	
                12

              
	
                Article 4
                  ADJUSTMENT OF NUMBER OF COMMON SHARES

              	
                12

              
	
                4.1

              	
                Adjustment
                  of Number of Common Shares

              	
                12

              
	
                4.2

              	
                Entitlement
                  to Shares on Exercise of Warrant

              	
                14

              
	
                4.3

              	
                No
                  Adjustment for Certain Transactions

              	
                14

              
	
                4.4

              	
                Determination
                  by Corporation's Auditors

              	
                14

              
	
                4.5

              	
                Proceedings
                  Prior to any Action Requiring Adjustment

              	
                14

              
	
                4.6

              	
                Certificate
                  of Adjustment

              	
                14

              
	
                4.7

              	
                Notice
                  of Special Matters

              	
                15

              
	
                4.8

              	
                No
                  Action after Notice

              	
                15

              
	
                4.9

              	
                Other
                  Action

              	
                15

              
	
                4.10

              	
                Protection
                  of Trustee

              	
                15

              
	
                4.11

              	
                Participation
                  by Warrantholder

              	
                16

              
	
                Article 5
                  RIGHTS OF THE CORPORATION AND COVENANTS

              	
                16

              
	
                5.1

              	
                Optional
                  Purchases by the Corporation

              	
                16

              
	
                5.2

              	
                General
                  Covenants

              	
                16

              


      

    

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      
        	
                5.3

              	
                Trustee's
                  Remuneration and Expenses

              	
                17

              
	
                5.4

              	
                Securities
                  Qualification Requirements

              	
                17

              
	
                5.5

              	
                Performance
                  of Covenants by Trustee

              	
                17

              
	
                5.6

              	
                Enforceability
                  of Warrants

              	
                17

              
	
                Article 6
                  ENFORCEMENT

              	
                17

              
	
                6.1

              	
                Suits
                  by Warrantholders

              	
                17

              
	
                6.2

              	
                Limitation
                  of Liability

              	
                18

              
	
                6.3

              	
                Waiver
                  of Default

              	
                18

              
	
                Article 7
                  MEETINGS OF WARRANTHOLDERS

              	
                18

              
	
                7.1

              	
                Right
                  to Convene Meetings

              	
                18

              
	
                7.2

              	
                Notice

              	
                18

              
	
                7.3

              	
                Chairman

              	
                19

              
	
                7.4

              	
                Quorum

              	
                19

              
	
                7.5

              	
                Power
                  to Adjourn

              	
                19

              
	
                7.6

              	
                Show
                  of Hands

              	
                19

              
	
                7.7

              	
                Poll
                  and Voting

              	
                19

              
	
                7.8

              	
                Regulations

              	
                20

              
	
                7.9

              	
                Corporation,
                  Agent and Trustee May be Represented

              	
                21

              
	
                7.10

              	
                Powers
                  Exercisable by Extraordinary Resolution

              	
                21

              
	
                7.11

              	
                Meaning
                  of Extraordinary Resolution

              	
                22

              
	
                7.12

              	
                Powers
                  Cumulative

              	
                22

              
	
                7.13

              	
                Minutes

              	
                22

              
	
                7.14

              	
                Instruments
                  in Writing

              	
                23

              
	
                7.15

              	
                Binding
                  Effect of Resolutions

              	
                23

              
	
                7.16

              	
                Holdings
                  by Corporation Disregarded

              	
                23

              
	
                Article 8
                  SUPPLEMENTAL INDENTURES

              	
                23

              
	
                8.1

              	
                Provision
                  for Supplemental Indentures for Certain Purposes

              	
                23

              
	
                8.2

              	
                Successor
                  Corporations

              	
                24

              
	
                Article 9
                  CONCERNING THE TRUSTEE

              	
                24

              
	
                9.1

              	
                Trust
                  Indenture Legislation

              	
                24

              
	
                9.2

              	
                Rights
                  and Duties of Trustee

              	
                24

              
	
                9.3

              	
                Evidence,
                  Experts and Advisers

              	
                25

              
	
                9.4

              	
                Documents,
                  Monies, etc. Held by Trustee

              	
                26

              
	
                9.5

              	
                Actions
                  by Trustee to Protect Interest

              	
                26

              
	
                9.6

              	
                Trustee
                  Not Required to Give Security

              	
                26

              
	
                9.7

              	
                Protection
                  of Trustee

              	
                26

              
	
                9.8

              	
                Replacement
                  of Trustee; Successor by Merger

              	
                27

              
	
                9.9

              	
                Conflict
                  of Interest

              	
                27

              
	
                9.10

              	
                Acceptance
                  of Trust

              	
                28

              
	
                9.11

              	
                Trustee
                  Not to be Appointed Receiver

              	
                28

              
	
                9.12

              	
                Trustee
                  Not Required to Give Notice

              	
                28

              
	
                Article 10
                  GENERAL

              	
                28

              
	
                10.1

              	
                Notice
                  to the Corporation and the Trustee

              	
                28

              
	
                10.2

              	
                Notice
                  to Warrantholders

              	
                29

              
	
                10.3

              	
                Ownership
                  of Warrants

              	
                29

              
	
                10.4

              	
                Evidence
                  of Ownership

              	
                30

              
	
                10.5

              	
                Counterparts

              	
                30

              
	
                10.6

              	
                Satisfaction
                  and Discharge of Indenture

              	
                30

              


      

    

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      
        	
                10.7

              	
                Provisions
                  of Indenture and Warrants for the Sole Benefit of Parties and
                  Warrantholders

              	
                30

              
	
                10.8

              	
                Common
                  Shares or Warrants Owned by the Corporation or its Subsidiaries
                  -
                  Certificate to be Provided

              	
                31

              
	
                10.9

              	
                Anti-Money
                  Laundering

              	
                31

              
	
                10.1

              	
                Privacy
                  Laws

              	
                31

              
	
                10.11

              	
                Third
                  Party Interests

              	
                32

              


      

    

     

    SCHEDULE
      "A"                                           Warrant
      Certificate

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

     

    THIS
      WARRANT INDENTURE is made as of the 18th day of
      July,
      2007.

     

    BETWEEN:

     

    RED
      MILE ENTERTAINMENT, INC., a corporation incorporated under the laws of
      the State of Delaware and having its head office in the State of California
      (hereinafter referred to as the "Corporation")

     

    OF
      THE
      FIRST PART

     

    AND

     

    OLYMPIA
      TRUST COMPANY, a trust company existing under the laws of the Province
      of Alberta with an office in Calgary in the Province of Alberta (hereinafter
      referred to as the "Trustee")

     

    OF
      THE
      SECOND PART

     

    WHEREAS:

     

    (A)  the
      Corporation proposes to issue up to 992,000 Warrants pursuant to this Warrant
      Indenture, each whole Warrant which shall, subject to adjustment, entitle the
      holder thereof at any time following vesting in accordance with Section 2.1
      hereof to acquire one Common Share upon the terms and conditions herein set
      forth; and

     

    (B)  all
      acts
      and deeds necessary have been done and performed to make the Warrants, when
      created and issued as provided in this Indenture, legal, valid and binding
      upon
      the Corporation with the benefits and subject to the terms of this
      Indenture;

     

    NOW
      THEREFORE, in consideration of the premises and mutual covenants hereinafter
      contained and other good and valuable consideration, the receipt and sufficiency
      of which is hereby acknowledged, the Corporation hereby appoints the Trustee
      as
      trustee to hold the rights, interests and benefits contained herein for and
      on
      behalf of those persons who from time to time become the holders of Warrants
      issued pursuant to this Indenture and the parties hereto agree as
      follows:

     

    ARTICLE 1

    INTERPRETATION

     

    
      	
              1.1  

            	
              Definitions

            


    

     

    In
      this
      Indenture, including the recitals and schedules hereto, and in all indentures
      supplemental hereto:

     

    
      	
              (a)  

            	
              "Adjustment
                Period" means the period from the date of this Indenture up to
                and including the Expiry Time;

            


    

     

    
      	
              (b)  

            	
              "Agent"
                means J.F. Mackie & Company
                Ltd.;

            


    

     

    
      	
              (c)  

            	
              "Applicable
                Legislation" means the provisions of the Business
                Corporations Act, R.S.A. 2000, c. B-9, as from time to time
                amended, and any statute of Canada or a province thereof, and the
                regulations under any such named or other statute, relating to trust
                indentures 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
                Indenture;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2

     

     

    
      	
              (d)  

            	
              "Business
                Day" means a day which is not Saturday or Sunday or a legal
                holiday in the City of Calgary,
                Alberta;

            


    

     

    
      	
              (e)  

            	
              "Canadian
                Selling Jurisdictions" means the Provinces of Alberta, British
                Columbia, Saskatchewan, Ontario and Nova
                Scotia;

            


    

     

    
      	
              (f)  

            	
              "Common
                Shares" means, subject to Article 4, fully paid and non-assessable
                common shares of the Corporation as presently
                constituted;

            


    

     

    
      	
              (g)  

            	
              "Corporation's
                Auditors" means a firm of chartered accountants duly appointed as
                auditors of the Corporation;

            


    

     

    
      	
              (h)  

            	
              "Counsel"
                means a barrister or solicitor or a firm of barristers and solicitors
                retained by the Trustee or retained by the Corporation and acceptable
                to
                the Trustee;

            


    

     

    
      	
              (i)  

            	
              "Current
                Market Price" of the Common Shares at any date means the simple
                average of the closing trading price per share for such shares for
                the 20
                consecutive Trading Days immediately preceding such date on the OTC
                Bulletin Board, or if on such date the Common Shares are not listed
                on the
                OTC Bulletin Board, on such stock exchange upon which such shares
                are
                listed (provided that if on any day in such 20 Trading Day period
                no
                closing price per share is reported by such exchange, the average
                of the
                reported closing bid and ask price on such exchange shall be deemed
                to be
                the closing price per share for such day), or, if such shares are
                not
                listed on any stock exchange, then on such over-the-counter market
                as may
                be selected for such purpose by the
                directors;

            


    

     

    
      	
              (j)  

            	
              "director"
                means a director of the Corporation for the time being and, unless
                otherwise specified herein, reference to action "by the directors"
                means
                action by the directors of the Corporation as a board or, whenever
                duly
                empowered, action by any committee of such
                board;

            


    

     

    
      	
              (k)  

            	
              "Dividends
                Paid in the Ordinary Course" means cash dividends declared
                payable on the Common Shares in any fiscal year of the Corporation
                to the
                extent that such cash dividends do not exceed, in the aggregate,
                greater
                than:

            


    

     

    
      	
              (i)  

            	
              fifty
                (50%) percent of the retained earnings of the Corporation as at the
                end of
                its immediately preceding fiscal year;
                and

            


    

     

    
      	
              (ii)  

            	
              one
                hundred (100%) percent of the aggregate consolidated net income of
                the
                Corporation, determined before computation of extraordinary items,
                for its
                immediately preceding fiscal year;

            


    

     

    
      	
              (l)  

            	
              "Exercise
                Date" means, with respect to any Warrant, the date on which
                the
                Warrant Certificate representing such Warrant is surrendered for
                exercise
                in accordance with
                Section 3.3;

            


    

     

    
      	
              (m)  

            	
              "Expiry
                Date" means the date upon which the
                Corporation completes a Liquidity Transaction, or, if no such Liquidity
                Transaction is completed within eight months of the Issue Date, means
                the
                date which is 18 months following the Issue
                Date;

            


    

     

    
      	
              (n)  

            	
              "Expiry
                Time" means 4:00 p.m. (MST) on the Expiry
                Date;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3

     

    
      	
              (o)  

            	
              "extraordinary
                resolution" has the meaning set forth in Section 7.11;

            


    

     

    
      	
              (p)  

            	
              "Issue
                Date" means the date upon which the Warrants are
                issued;

            


    

     

    
      	
              (q)  

            	
              "Liquidity
                Transaction" means any of:

            


    

     

    
      	
               

            	
              1.

            	
              the
                Common Shares being listed on the TSX Venture Exchange, the Toronto
                Stock
                Exchange, or any other exchange (a "Recognized Exchange")
                acceptable to the Agent and the Corporation becoming a "reporting
                issuer"
                (as defined in applicable securities legislation) in at least one
                of the
                Canadian Selling Jurisdictions;

            


    

     

    
      	
               

            	
              2.

            	
              all
                of the issued and outstanding Common Shares having been sold, transferred
                or exchanged pursuant to an amalgamation, plan of arrangement or
                other
                business combination, for cash or securities ("Free Trading
                Securities") that are listed on a Recognized Exchange and that
                are not subject to any restricted period or hold period under applicable
                securities laws in Canada (other than in respect of resales by control
                persons);

            


    

     

    
      	
               

            	
              3.

            	
              the
                sale by the Corporation of all or substantially all of its assets
                for cash
                or Free Trading Securities and the subsequent distribution of all
                of such
                consideration to all of the Corporation's shareholders (including
                the
                investors who subscribed for Units), on a pro-rata
                basis;

            


    

     

    
      	
               

            	
              4.

            	
              the
                acceptance of a takeover bid or an issuer bid, made to all holders
                of
                Common Shares for proceeds consisting of cash or Free Trading Securities,
                by holders of Common Shares: (A) who hold not less than 662/3%
                of the
                outstanding Common Shares; and (B) who hold not less than 662/3%
                of the
                outstanding Warrants; or

            


    

     

    
      	
               

            	
              5.

            	
              any
                combination of the events or circumstances described in Subsections
                1, 2,
                3 or 4 above.

            


    

     

    
      	
              (r)  

            	
              "person"
                means an individual, body corporate, partnership, trust, trustee,
                executor, administrator, legal representative or any unincorporated
                organization;

            


    

     

    
      	
              (s)  

            	
              "Privacy
                Laws" has the meaning given in Section 10.10;

            


    

     

    
      	
              (t)  

            	
              "Regulation
                S" means Regulation S under the U.S. Securities
                Act;

            


    

     

    
      	
              (u)  

            	
              "Shareholder"
                means a holder of record of one or more Common
                Shares;

            


    

     

    
      	
              (v)  

            	
              "Subsidiary
                of the Corporation" or "Subsidiary" means any
                corporation of which more than fifty (50%) percent of the outstanding
                Voting Shares are owned, directly or indirectly, by or for the
                Corporation, provided that the ownership of such shares confers the
                right
                to elect at least a majority of the board of directors of such corporation
                and includes any corporation in like relation to a
                Subsidiary;

            


    

     

    
      	
              (w)  

            	
              "successor
                corporation" has the meaning set forth in Section 8.2;

            


    

     

    
      	
              (x)  

            	
              "this
                Warrant Indenture", "this Indenture",
                "herein", "hereby",
                "hereof" and similar expressions mean and refer to this
                Indenture and any indenture, deed or instrument supplemental hereto;
                and
                the expressions "Article", "Section",
                "Subsection" and "paragraph" followed by
                a number, letter or both mean and refer to the specified article,
                section,
                Subsection or paragraph of this
                Indenture;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4

     

    
      	
              (y)  

            	
              "Trading
                Day" means, with respect to a stock exchange, a day on which
                such
                exchange is open for the transaction of business and with respect
                to the
                over-the-counter market means a day on which the TSX Venture Exchange
                is
                open for the transaction of
                business;

            


    

     

    
      	
              (z)  

            	
              "Transfer
                Agent" means Corporate Stock Transfer, Inc. or such other company
                as may from time to time be appointed as transfer agent of the Common
                Shares;

            


    

     

    
      	
              (aa)  

            	
              "Trustee"
                means Olympia Trust Company or its successors from time to time in
                the
                trust hereby created;

            


    

     

    
      	
              (bb)  

            	
              "United
                States" means the United States of America, its territories and
                possessions, any state of the United States, and the District of
                Columbia;

            


    

     

    
      	
              (cc)  

            	
              "Units"
                means the units, each consisting of one Common Share and 0.2 of one
                Warrant, issued by the Corporation to subscribers pursuant to an
                agency
                agreement dated effective June 22, 2007 between the Corporation and
                the
                Agent;

            


    

     

    
      	
              (dd)  

            	
              "U.S.
                Securities Act" means the United States Securities Act of
                1933, as amended;

            


    

     

    
      	
              (ee)  

            	
              "Vesting
                Date" has the meaning ascribed thereto in Section 3.1
                hereof;

            


    

     

    
      	
              (ff)  

            	
              "Voting
                Shares" means shares of the capital stock of any class of any
                corporation carrying voting rights under all circumstances, provided
                that,
                for the purposes of such definition, shares which only carry the
                right to
                vote conditionally on the happening of an event shall not be considered
                Voting Shares, whether or not such event shall have occurred, nor
                shall
                any shares be deemed to cease to be Voting Shares solely by reason
                of a
                right to vote accruing to shares of another class or classes by reason
                of
                the happening of any such event;

            


    

     

    
      	
              (gg)  

            	
              "Warrant
                Agency" means the principal office of the Trustee in Calgary,
                Alberta or such other place(s) as may be designated in accordance
                with
                Subsection 3.3(c);

            


    

     

    
      	
              (hh)  

            	
              "Warrant
                Certificate" means a certificate, substantially in the form set
                forth in Schedule "A" hereto, issued on or after the Issue Date to
                evidence Warrants;

            


    

     

    
      	
              (ii)  

            	
              "Warrantholders",
                or "holders" without reference to Common Shares, means
                the persons who are registered owners of
                Warrants;

            


    

     

    
      	
              (jj)  

            	
              "Warrantholders'
                Request" means an instrument signed in one or more counterparts
                by Warrantholders entitled to acquire in the aggregate not less than
                25%
                of the aggregate number of Common Shares which could be acquired
                pursuant
                to all Warrants then unexercised and outstanding, requesting the
                Trustee
                to take some action or proceeding specified
                therein;

            


    

     

    
      	
              (kk)  

            	
              "Warrants"
                means the warrants created by and authorized by and issuable under
                this
                Indenture; and

            


    

     

    
      	
              (ll)  

            	
              "written
                order of the Corporation", "written request of the
                Corporation", "written consent of the
                Corporation" and "certificate of the
                Corporation" mean, respectively, a written order, request,
                consent and certificate signed in the name of the Corporation by
                its
                Chairman, Chief Executive Officer, President, Chief Financial Officer,
                Vice-President or Corporate Secretary, and may consist of one or
                more
                instruments so executed.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5

     

     

    
      	
              1.2  

            	
              Gender
                and Number

            


    

     

    Unless
      herein otherwise expressly provided or unless the context otherwise requires,
      words importing the singular include the plural and vice versa and words
      importing gender include all genders.

     

    
      	
              1.3  

            	
              Interpretation
                not Affected by Headings,
                etc.

            


    

     

    The
      division of this Indenture into Articles and Sections, 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
      Indenture.

     

    
      	
              1.4  

            	
              Day
                not a Business Day

            


    

     

    In
      the
      event that any day on or before which any action is required to be taken
      hereunder is not a Business Day, then such action shall be required to be taken
      at or before the requisite time on the next succeeding day that is a Business
      Day.

     

    
      	
              1.5  

            	
              Time
                of the Essence

            


    

     

    Time
      shall be of the essence of this Indenture.

     

    
      	
              1.6  

            	
              Currency

            


    

     

    Except
      as
      otherwise expressly provided, all dollar amounts herein are expressed in United
      States dollars.

     

    
      	
              1.7  

            	
              Applicable
                Law

            


    

     

    This
      Indenture and the Warrant Certificates and all documents relating thereto,
      which
      by common accord have been and will be drafted in English, shall be construed
      in
      accordance with the laws of the Province of Alberta and the federal laws
      applicable therein and shall be treated in all respects as Alberta
      contracts.  Each of the parties hereto, which shall include the
      Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts
      of the Province of Alberta with respect to all matters arising out of this
      Indenture and the transactions contemplated herein.

     

    ARTICLE 2

    ISSUE
      OF WARRANTS

     

    
      	
              2.1  

            	
              Creation
                and Issue of Warrants

            


    

     

    A
      maximum
      of up to 992,000 Warrants are hereby created and authorized to be issued in
      accordance with the terms and conditions hereof.  The Warrant
      Certificates shall be certified and delivered by the Trustee to such persons
      as
      the Corporation may direct by written order of the Corporation.

     

    
      	
              2.2  

            	
              Terms
                of Warrants

            


    

     

    
      	
              (a)  

            	
              Subject
                to adjustment in accordance with Article 4 and vesting in accordance with
                Section 3.1, each whole Warrant shall entitle the holder thereof
                to
                acquire, upon exercise at any time after the Issue Date and prior
                to the
                Expiry Time, one (1) Common Share and the Corporation acknowledges
                and
                agrees that payment of the exercise price for such Warrant has been
                previously received as part of, and in connection with, the
                Warrantholder's subscription for
                Units.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6

     

    
      	
              (b)  

            	
              No
                fractional Warrants shall be issued or otherwise provided for
                hereunder.

            


    

     

    
      	
              (c)  

            	
              Each
                Warrant shall entitle the holder thereof to such other rights and
                privileges as are set forth in this
                Indenture.

            


    

     

    
      	
              (d)  

            	
              The
                number of Common Shares which may be purchased pursuant to the Warrants
                shall be adjusted in the events and in the manner specified in Article 4.

            


    

     

    
      	
              2.3  

            	
              Warrantholder
                not a Shareholder

            


    

     

    Except
      as
      may be specifically provided herein, nothing in this Indenture or in the holding
      of a Warrant or Warrant Certificate or otherwise, shall, in itself, confer
      or be
      construed as conferring upon a Warrantholder any right or interest whatsoever
      as
      a Shareholder or as any other shareholder of the Corporation, including, but
      not
      limited to, the right to vote at, to receive notice of, or to attend, meetings
      of shareholders or any other proceedings of the Corporation, or the right to
      receive dividends and other distributions.

     

    
      	
              2.4  

            	
              Warrants
                to Rank Pari Passu

            


    

     

    All
      Warrants shall rank equally and without preference over each other, whatever
      may
      be the actual date of issue of the Warrant Certificates representing the
      Warrants.

     

    
      	
              2.5  

            	
              Form
                of Warrants

            


    

     

    The
      Warrant Certificates (including all replacements issued in accordance with
      this
      Indenture) shall be substantially in the form set out in Schedule "A" hereto,
      shall be dated as of the Issue Date, shall bear such distinguishing letters
      and
      numbers as the Corporation may, with the approval of the Trustee, prescribe,
      and
      shall be issuable in any denomination excluding fractions.

     

    
      	
              2.6  

            	
              Signing
                of Warrant Certificates

            


    

     

    The
      Warrant Certificates shall be signed by any one of the directors or officers
      of
      the Corporation and may, but need not be, under seal of the Corporation or
      a
      reproduction thereof.  The signatures of any such director or officer
      may be mechanically reproduced in facsimile and Warrant Certificates bearing
      such facsimile signatures shall be binding upon the Corporation as if they
      had
      been manually signed by such director or officer.  Notwithstanding
      that any person whose manual or facsimile, photocopy or other similar mechanical
      means of reproduction signature appears on any Warrant Certificate as a director
      or an officer may no longer hold office at the date of such Warrant Certificate
      or at the date of certification or delivery thereof, any Warrant Certificate
      signed as aforesaid shall, subject to Section 2.7, be valid and binding upon the Corporation and
      the
      holder thereof shall be entitled to the benefits of this Indenture.

     

    
      	
              2.7  

            	
              Certification
                by the Trustee

            


    

     

    
      	
              (a)  

            	
              No
                Warrant Certificate shall be issued or, if issued, shall be valid
                for any
                purpose or entitle the holder to the benefit hereof until it has
                been
                certified by manual signature by or on behalf of the Trustee by its
                authorized signing officers substantially in the form of the certificate
                set out in Schedule "A" hereto, and such certification by the Trustee
                upon
                any Warrant Certificate shall be conclusive evidence as against the
                Corporation that the Warrant Certificate so certified has been duly
                issued
                hereunder and that the holder is entitled to the benefits
                hereof.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7

     

     

    
      	
              (b)  

            	
              The
                certification of the Trustee on Warrant Certificates issued hereunder
                shall not be construed as a representation or warranty by the Trustee
                as
                to the validity of this Indenture or the Warrant Certificates (except
                the
                due certification thereof) or as to the performance by the Corporation
                of
                its obligations under this Indenture and the Trustee shall in no
                respect
                be liable or answerable for the use made of the Warrant Certificates
                or
                any of them or of the consideration therefor except as otherwise
                specified
                herein.

            


    

     

    
      	
              2.8  

            	
              Issue
                in Substitution for Warrant Certificates Lost,
                etc.

            


    

     

    
      	
              (a)  

            	
              If
                any Warrant Certificate becomes mutilated or is lost, destroyed or
                stolen,
                the Corporation, subject to applicable law, shall issue and thereupon
                the
                Trustee shall certify and deliver, a new 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 Warrant Certificate,
                or
                in lieu of and in substitution for such lost, destroyed or stolen
                Warrant
                Certificate, and the substituted Warrant Certificate shall be in
                a form
                approved by the Trustee and the Warrants evidenced thereby shall
                be
                entitled to the benefits hereof and shall rank equally in accordance
                with
                its terms with all other Warrants issued or to be issued
                hereunder.

            


    

     

    
      	
              (b)  

            	
              The
                applicant for the issue of a new Warrant Certificate pursuant to
                this
                Section 2.8 shall bear the cost of the
                issue thereof and in case of loss, destruction or theft shall, as
                a
                condition precedent to the issuance thereof, furnish to the Corporation
                and to the Trustee such evidence of ownership and of the loss, destruction
                or theft of the Warrant Certificate so lost, destroyed or stolen
                as shall
                be satisfactory to the Corporation and to the Trustee, in their sole
                discretion, and such applicant may also be required to furnish an
                indemnity or security in amount and form satisfactory to the Corporation
                and the Trustee, in their sole discretion, and shall pay the reasonable
                charges of the Corporation and the Trustee in connection
                therewith.

            


    

     

    
      	
              2.9  

            	
              Exchange
                of Warrant Certificates

            


    

     

    
      	
              (a)  

            	
              Any
                one or more Warrant Certificates representing any number of Warrants
                may,
                upon compliance with the reasonable requirements of the Trustee (including
                compliance with applicable securities legislation), be exchanged
                for one
                or more other Warrant Certificates representing the same aggregate
                number
                of Warrants as represented by the Warrant Certificate or Warrant
                Certificates so exchanged, provided that such other Warrant Certificates
                are registered in the name of the beneficial owner (or his nominee)
                of the
                Warrant Certificates so exchanged.

            


    

     

    
      	
              (b)  

            	
              Warrant
                Certificates may be exchanged only at the Warrant Agency or at any
                other
                place that is designated by the Corporation with the approval of
                the
                Trustee.  Any Warrant Certificate tendered for exchange shall be
                cancelled by the Trustee and, after the expiry of any period of retention
                prescribed by law, destroyed by the
                Trustee.

            


    

     

    
      	
              2.10  

            	
              Transfer
                and Ownership of Warrants

            


    

     

    
      	
              (a)  

            	
              The
                Warrants may only be transferred in connection with a transfer of
                those
                Common Shares which, together with such Warrants to be transferred,
                constitute a Unit or Units and further, may only be transferred on
                the
                register kept by the Trustee at the Warrant Agency, by the holder
                or its
                legal representative or its attorney duly appointed by an instrument
                in
                writing in form and execution satisfactory to the Trustee, only upon
                surrendering to the Trustee at the Warrant Agency the Warrant Certificates
                representing the Warrants to be transferred and upon compliance
                with:

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8

     

     

    
      	
              (i)  

            	
              the
                conditions herein;

            


    

     

    
      	
              (ii)  

            	
              such
                reasonable requirements as the Trustee may prescribe;
                and

            


    

     

    
      	
              (iii)  

            	
              all
                applicable securities legislation and requirements of regulatory
                authorities;

            


    

     

    and
      such
      transfer shall be duly noted in such register by the Trustee.  Upon
      compliance with such requirements, the Trustee shall issue to the transferee
      a
      Warrant Certificate representing the Warrants transferred.

     

    
      	
              (b)  

            	
              The
                Trustee acknowledges that the Warrants and the Common Shares issuable
                upon
                exercise thereof have not been registered under the U.S. Securities
                Act,
                or the securities laws of any state of the United States, and may
                not be
                transferred in the United States or to a U.S. Person unless the Warrants
                and the Common Shares issuable upon exercise thereof have been registered
                under the U.S. Securities Act and the securities laws of all applicable
                states of the United States or an exemption from such registration
                requirements is available.

            


    

     

    
      	
              (c)  

            	
              Subject
                to the provisions of this Indenture and applicable law, the Warrantholder
                shall be entitled to the rights and privileges attaching to the Warrants
                and the issue of Common Shares by the Corporation upon the exercise
                of
                Warrants in accordance with the terms and conditions herein contained
                shall discharge all responsibilities of the Corporation and the Trustee
                with respect to such Warrants and neither the Corporation nor the
                Trustee
                shall be bound to inquire into the title of any such
                holder.

            


    

     

    
      	
              2.11  

            	
              Charges
                for Exchange or Transfer

            


    

     

    A
      reasonable charge may be levied in respect of the exchange of any Warrant
      Certificate or the issue of a new Warrant Certificate(s) pursuant hereto
      provided that the reimbursement of the Trustee or the Corporation for any and
      all transfer, stamp or similar taxes or other governmental charges required
      to
      be paid shall be made by the holder requesting such transfer or exchange as
      a
      condition precedent to such transfer or exchange.

     

    
      	
              2.12  

            	
              Cancellation
                of Surrendered Warrants

            


    

     

    All
      Warrant Certificates surrendered pursuant to Sections 2.8, 2.9, 2.10, 3.3, 3.4
      or 3.5 shall be returned to the Trustee for cancellation and, after the expiry
      of any period of retention prescribed by law, destroyed by the
      Trustee.  Upon request by the Corporation, the Trustee shall furnish
      to the Corporation a destruction certificate identifying the Warrant
      Certificates so destroyed, the number of Warrants evidenced thereby, the number
      of Common Shares, if any, issued pursuant to such Warrants and the details
      of
      any Warrant Certificates issued in substitution or exchange for such Warrant
      Certificates destroyed.

     

    
      	
              2.13  

            	
              Registration
                of Warrants

            


    

     

    The
      Trustee shall keep at the Warrant Agency: (i) a register of Warrantholders
      in which shall be entered in alphabetical order the names and addresses of
      the
      holders of Warrants and particulars of the Warrants held by them and (ii) a
      register of transfers, issuances and exchanges in which all transfers, issuances
      and exchanges of Warrants have been made and the date and other particulars
      of
      each transfer, issuance and exchange shall be entered.  

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    9

     

     

    Branch
      registers shall also be kept at such other place or places, if any, as the
      Corporation, with the approval of the Trustee, may designate.  Such
      registers will at all reasonable times be open for inspection by the Corporation
      and/or any Warrantholder.  The Trustee will from time to time when
      requested to do so by the Corporation or any Warrantholder, upon payment of
      the
      Trustee's reasonable charges, furnish a list of the names and addresses of
      Warrantholders showing the number of Warrants held by each such
      Warrantholder.

     

    ARTICLE 3

    EXERCISE
      OF WARRANTS

     

    
      	
              3.1  

            	
              Vesting
                and Restriction On
                Exercise

            


    

     

    The
      Warrants may not be exercised by any person unless and until the Warrants have
      fully vested.  The Warrants shall become vested upon the date that is
      eight (8) months from the Issue Date in the event that the Corporation has
      not
      unconditionally completed a Liquidity Transaction on or before such date (the
      "Vesting Date").  For greater certainty, in the event
      that the Corporation successfully and unconditionally completes a Liquidity
      Transaction on or before the date that is eight (8) months from the Issue Date,
      the Warrant shall not vest, shall be immediately cancelled, and shall cease
      to
      represent any interest in, or obligation of, the Corporation upon the date
      of
      the completion of such Liquidity Transaction.

     

    
      	
              3.2  

            	
              Holders
                Eligible to Exercise
                Warrants

            


    

     

    The
      Warrants may not be exercised within the United States or by or on behalf of
      any
      person in the United States, nor will certificates representing Common Shares
      be
      delivered in the United States or to residents of the United States unless
      the
      Common Shares issuable upon exercise of the Warrants are registered under the
      U.S. Securities Act and the securities laws of all applicable states of the
      United States or any exemption from such registration requirements is
      available.  Any person who exercises a Warrant shall provide to the
      Trustee one of the following:

     

    
      	
              (a)  

            	
              written
                certification that it was not offered and did not acquire the Warrants
                in
                the United States, such Warrant is not being exercised within the
                United
                States or on behalf of, or for the account or benefit of, a person
                in the
                United States; or

            


    

     

    
      	
              (b)  

            	
              written
                certification that (i) it was the original purchaser in the Corporation’s
                private placement of the Units pursuant to which the Warrant was
                issued,
                (ii) it acquired the Units for its own account for investment purposes
                only and (iii) except for the fact that the Warrants are being exercised
                by the undersigned in the United States, if applicable, the
                representations and warranties made to the Corporation in connection
                with
                the acquisition of the Units remain true and correct on the date
                of such
                exercise; or

            


    

     

    
      	
              (c)  

            	
              a
                written opinion of counsel or other evidence satisfactory to the
                Corporation to the effect that the issuance of the Common Shares
                upon
                exercise of the Warrants has been registered under the U.S. Securities
                Act
                and applicable state securities laws or is exempt from registration
                thereunder.

            


    

     

    
      	
              3.3  

            	
              Method
                of Exercise of Warrants

            


    

     

    
      	
              (a)  

            	
              The
                holder of any Warrant may exercise the right conferred on such holder
                to
                acquire Common Shares by surrendering, after the Vesting Date and
                prior to
                the Expiry Time, to the Warrant Agency the Warrant Certificate
                representing such Warrant, with a duly completed and executed exercise
                form.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10

     

    A
      Warrant
      Certificate with the duly completed and executed exercise form referred to
      in
      this Subsection 3.3(a) 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 at, in each case, the Warrant
      Agency.

     

    
      	
              (b)  

            	
              Any
                exercise form referred to in Subsection 3.3(a) shall be signed by the Warrantholder
                and
                shall specify:

            


    

     

    
      	
              (i)  

            	
              the
                person or persons in whose name or names such Common Shares are to
                be
                issued;

            


    

     

    
      	
              (ii)  

            	
              the
                address or addresses of such persons;
                and

            


    

     

    
      	
              (iii)  

            	
              the
                number of Common Shares to be issued to each such person if more
                than one
                is so specified.

            


    

     

    If
      any of
      the Common Shares subscribed for are to be issued to a person or persons other
      than the Warrantholder, the Warrantholder shall pay to the Corporation or the
      Warrant Agency on behalf of the Corporation, all applicable transfer or similar
      taxes and the Corporation shall not be required to issue or deliver certificates
      evidencing Common Shares unless or until such Warrantholder shall have paid
      to
      the Corporation, or the Warrant Agency on behalf of the Corporation, the amount
      of such tax or shall have established to the satisfaction of the Corporation
      that such tax has been paid or that no tax is due.

     

    
      	
              (c)  

            	
              In
                connection with the exchange of Warrant Certificates and exercise
                of
                Warrants and compliance with such other terms and conditions hereof
                as may
                be required, the Corporation has appointed the principal office of
                the
                Trustee in Calgary, Alberta as the agency at which Warrant Certificates
                may be surrendered for exchange or at which Warrants may be exercised
                and
                the Trustee has accepted such appointment.  The Corporation may
                from time to time designate alternate or additional places as the
                Warrant
                Agency and shall give notice to the Trustee of any change of the
                Warrant
                Agency.

            


    

     

    
      	
              3.4  

            	
              Effect
                of Exercise of Warrants

            


    

     

    
      	
              (a)  

            	
              Upon
                the exercise of Warrants pursuant to Section 3.3 and subject to
                Section 3.5, the Common Shares to be issued pursuant to the Warrants
                exercised shall be deemed to have been issued and the person or persons
                to
                whom such Common Shares are to be issued shall be deemed to have
                become
                the holder or holders of record of such Common Shares on the Exercise
                Date
                unless the transfer registers of the Transfer Agent shall be closed
                on
                such date, in which case the Common Shares subscribed for shall be
                deemed
                to have been issued and such person or persons deemed to have become
                the
                holder or holders of record of such Common Shares, on the date on
                which
                such transfer registers are
                reopened.

            


    

     

    
      	
              (b)  

            	
              Within
                five (5) Business Days after the Exercise Date with respect to a
                Warrant,
                the Corporation shall cause to be delivered or mailed to the person
                or
                persons in whose name or names a Warrant is registered or, if so
                specified
                in writing by the holder, cause to be delivered to such person or
                persons
                at the Warrant Agency where the Warrant Certificate was surrendered,
                a
                certificate or certificates for the appropriate number of Common
                Shares
                subscribed for.

            


    

     

    
      	
              3.5  

            	
              Fractions

            


    

     

    
      	
              (a)  

            	
              Notwithstanding
                anything herein contained including any adjustment provided for in
                Article
                4, the Corporation shall not be required, upon the exercise of any
                Warrants, to issue fractions of Common Shares or to distribute
                certificates which evidence fractional Common Shares, provided that
                all
                such fractional interests the holder would otherwise be entitled
                to if not
                for the foregoing shall be aggregated and, if as a result of such
                aggregation the holder would be entitled to one or more whole Common
                Shares, the Corporation shall cause such shares to be issued to the
                holder.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11

     

     

    
      	
              (b)  

            	
              In
                the event of the exercise of Warrants prior to the expiry of the
                applicable "restricted period" under applicable securities laws the
                Trustee shall cause the Transfer Agent to legend the certificates
                representing the Common Shares issued on such exercise with the following
                legend:

            


    

     

    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 [THE ISSUE DATE] AND THE DATE THE CORPORATION BECAME A REPORTING ISSUER
      IN ANY PROVINCE OR TERRITORY OF CANADA.

     

    
      	
              3.6  

            	
              Common
                Share Certificates

            


    

     

    Common
      Shares issued upon exercise of Warrants to a person who does not provide the
      certificate referred to in Subsection 3.2(a)
      hereof in connection with the exercise of the Warrants shall bear a legend
      in
      substantially the following form:

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR STATE SECURITIES
      LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT
      OF RED MILE ENTERTAINMENT, INC. THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR
      OTHERWISE TRANSFERRED ONLY (A) TO RED MILE ENTERTAINMENT, INC.,
      (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S
      UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH
      RULE 144A UNDER THE SECURITIES ACT, OR (D) INSIDE THE UNITED STATES,
      PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND
      APPLICABLE STATE SECURITIES LAWS AFTER PROVIDING A LEGAL OPINION REASONABLY
      SATISFACTORY TO RED MILE ENTERTAINMENT, INC.

     

    For
      the
      purposes of issuing certificates representing the Common Shares issuable upon
      the exercise of the Warrants, the Trustee and the Transfer Agent for the Common
      Shares may rely upon the representation and warranty of the Warrantholder made
      in the Exercise Form attached to the Warrant certificate for the purpose of
      determining whether such person is in the United States.

     

    
      	
              3.7  

            	
              Expiration
                of Warrants

            


    

     

    Immediately
      after the Expiry Time, all rights under any Warrant in respect of which the
      right of acquisition provided for herein shall not have been exercised shall
      cease and terminate and each Warrant shall be void and of no further force
      or
      effect except to the extent that the Warrantholder has not received in full
      all
      monies to which it is entitled pursuant to Article 4 hereof or has not received certificates
      representing the Common Shares issued upon exercise of Warrants held by it,
      in
      which instances the Warrantholders' rights hereunder shall continue until it
      has
      received that to which it is entitled hereunder.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    12

     

     

    
      	
              3.8  

            	
              Accounting
                and Recording

            


    

     

    
      	
              (a)  

            	
              The
                Trustee shall promptly account to the Corporation with respect to
                Warrants
                exercised.  Any securities or other instruments, from time to
                time received by the Trustee shall be received in trust for, and
                shall be
                segregated and kept apart by the Trustee, the Warrantholders and
                the
                Corporation as their interests may
                appear.

            


    

     

    
      	
              (b)  

            	
              The
                Trustee shall record the particulars of Warrants exercised, which
                particulars shall include the names and addresses of the persons
                who
                become holders of Common Shares on exercise and the Exercise Date,
                in
                respect thereof.  The Trustee shall provide such particulars in
                writing to the Corporation within five Business Days of any request
                by the
                Corporation therefor.

            


    

     

    
      	
              (c)  

            	
              The
                Trustee will maintain a register of numbers of all Warrant Certificates
                outstanding and the number of Warrants represented by each such Warrant
                Certificate.

            


    

     

    
      	
              3.9  

            	
              Securities
                Restrictions

            


    

     

    Notwithstanding
      anything herein contained, Common Shares will only be issued pursuant to any
      Warrant in compliance with the securities and corporate laws of any applicable
      jurisdiction.

     

    ARTICLE 4

    ADJUSTMENT
      OF NUMBER OF COMMON SHARES

     

    
      	
              4.1  

            	
              Adjustment
                of Number of Common Shares

            


    

     

    The
      acquisition rights as they relate to Common Shares, in effect at any date
      attaching to the Warrants shall be subject to adjustment from time to time
      as
      follows:

     

    
      	
              (a)  

            	
              if
                and whenever at any time during the Adjustment Period, the Corporation
                shall:

            


    

     

    
      	
              (i)  

            	
              subdivide
                or redivide the outstanding Common Shares into a greater number of
                Common
                Shares;

            


    

     

    
      	
              (ii)  

            	
              reduce,
                combine or consolidate its outstanding Common Shares into a smaller
                number
                of Common Shares; or

            


    

     

    
      	
              (iii)  

            	
              issue
                Common Shares to the holders of all or substantially all of the
                outstanding Common Shares by way of a stock dividend (other than
                the issue
                of Common Shares to such holders as a Dividend Paid in the Ordinary
                Course);

            


    

     

    the
      number of Common Shares subject to the right of purchase under each Warrant
      (the
      "Exchange Rate") shall be adjusted by multiplying the number of
      Common Shares theretofore obtainable on the exercise thereof by a fraction
      of
      which the numerator shall be the number of Common Shares outstanding on such
      effective date or record date after giving effect to the event(s) referred
      to in
      (i), (ii) or (iii) above and the denominator of which shall be the number of
      Common Shares outstanding as of the effective date or record date before giving
      effect to the event(s) referred to in (i), (ii) or (iii) above.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    13

     

     

    
      	
              (b)  

            	
              if
                and whenever at any time during the Adjustment Period, there is a
                reclassification of the Common Shares or a capital reorganization
                of the
                Corporation other than as described in Subsection 4.1(a) or a consolidation, amalgamation,
                arrangement, merger, reorganization of the Corporation with or into
                any
                other body corporate, trust, partnership or other entity, or a sale
                or
                conveyance of the property and assets of the Corporation as an entirety
                or
                substantially as an entirety to any other body corporate, trust,
                partnership or other entity, any Warrantholder who has not exercised
                its
                right of acquisition prior to the effective date of such reclassification,
                capital reorganization, consolidation, amalgamation, arrangement,
                merger,
                reorganization, sale or conveyance, upon the exercise of such right
                thereafter, shall be entitled to receive and shall accept, in lieu
                of the
                number of Common Shares then sought to be acquired by it, the number
                of
                shares or other securities or property of the Corporation or of the
                body
                corporate, trust, partnership or other entity resulting from such
                merger,
                amalgamation or consolidation, or to which such sale or conveyance
                may be
                made, as the case may be, that such Warrantholder would have been
                entitled
                to receive on such reclassification, capital reorganization,
                consolidation, amalgamation, arrangement or merger, sale or conveyance,
                if, on the record date or the effective date thereof, as the case
                may be,
                the Warrantholder had been the registered holder of the number of
                Common
                Shares sought to be acquired by it and to which it was entitled to
                acquire
                upon the exercise of the Warrants.  The Corporation, its
                successor, or such purchasing body corporate, partnership, trust
                or other
                entity, as the case may be, shall, prior to or contemporaneously
                with any
                such reclassification, capital reorganization, consolidation,
                amalgamation, arrangement, merger, reorganization, sale or conveyance,
                enter into an indenture which shall provide, to the extent possible,
                for
                the application of the provisions set forth in this Indenture with
                respect
                to the rights and interests thereafter of the Warrantholders to the
                end
                that the provisions set forth in this Indenture shall thereafter
                correspondingly be made applicable, as nearly as may reasonably be,
                with
                respect to any shares, other securities or property to which a
                Warrantholder is entitled on the exercise of its acquisition rights
                thereafter.  Any indenture entered into between the Corporation
                and the Trustee pursuant to the provisions of this Subsection 4.1(b) shall be a supplemental indenture
                entered
                into pursuant to the provisions of Article 8 hereof.  Any indenture
                entered into between the Corporation, any successor to the Corporation
                or
                such purchasing body corporate, partnership, trust or other entity
                and the
                Trustee shall provide for adjustments which shall be as nearly equivalent
                as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive
                reclassifications, capital reorganizations, amalgamations, consolidations,
                mergers, reorganization, sales or conveyances;
                and

            


    

     

    
      	
              (c)  

            	
              in
                any case in which this Section 4.1 shall
                require that an adjustment shall become effective immediately after
                a
                record date for an event referred to herein, the Corporation may
                defer,
                until the occurrence of such event, issuing to the holder of any
                Warrant
                exercised after such event the additional Common Shares or other
                securities or property issuable upon such exercise by reason of the
                adjustment required by such event before giving effect to such adjustment;
                provided, however, that the Corporation shall deliver to such holder,
                as
                soon as reasonably practicable an appropriate instrument evidencing
                such
                holder's right to receive such additional Common Shares or other
                securities or property upon the occurrence of the event requiring
                such
                adjustment and the right to receive any distributions made on such
                additional Common Shares or other securities or property declared
                in
                favour of holders of record of Common Shares or other securities
                or
                property on and after the relevant date of exercise or such later
                date as
                such holder would, but for the provisions of this Subsection 4.1(c), have become the holder of record
                of such
                additional Common Shares or other securities or property pursuant
                to this
                Section 4.1;

            


    

     

    
      	
              (d)  

            	
              after
                any adjustment pursuant to this Section 4.1, the term "Common Shares" where used
                in this
                Indenture shall be interpreted to mean securities of any class or
                classes
                which, as a result of such adjustment and all prior adjustments pursuant
                to this Section 4.1, the Warrantholder
                is entitled to receive upon the exercise of his Warrant, and the
                number of
                Common Shares indicated by any exercise made pursuant to a Warrant
                shall
                be interpreted to mean the number of Common Shares or other property
                or
                securities a Warrantholder is entitled to receive, as a result of
                such
                adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a
                Warrant.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    14

     

     

    
      	
              4.2  

            	
              Entitlement
                to Shares on Exercise of
                Warrant

            


    

     

    All
      shares of any class or other securities which a Warrantholder is at the time
      in
      question entitled to receive on the exercise of its Warrants, whether or not
      as
      a result of adjustments made pursuant to this Article 4, shall, for the purposes
      of the interpretation of this Indenture, be deemed to be shares which such
      Warrantholder is entitled to acquire pursuant to such Warrants.

     

    
      	
              4.3  

            	
              No
                Adjustment for Certain
                Transactions

            


    

     

    Notwithstanding
      anything in this Article 4, no adjustment shall be made in the acquisition
      rights attached to the Warrants if the issue of Common Shares is being made
      on
      exercise of any Warrants pursuant to this Indenture or in connection with:
      (a) any stock option or stock purchase plan in force from time to time for
      directors, officers, employees, consultants or other service providers of the
      Corporation; (b) the satisfaction of existing instruments issued at the
      date hereof including any convertible promissory notes; (c) the conversion
      into
      Common Shares of any debentures of the Corporation issued pursuant to the trust
      indenture dated October 19, 2006 between the Corporation and the Trustee; or
      (d)
      any further issuances of Common Shares or other issuances of securities of
      the
      Corporation.

     

    
      	
              4.4  

            	
              Determination
                by Corporation's Auditors

            


    

     

    In
      the
      event of any question arising with respect to the adjustments provided for
      in
      this Article 4 such question shall be
      conclusively determined by the Corporation's Auditors (or alternate firm of
      chartered accountants if, for any reason, the Corporation's Auditors are unable
      to act) who shall have access to all necessary records of the Corporation,
      and
      such determination shall be binding upon the Corporation, the Trustee, all
      Warrantholders and all other persons interested therein.

     

    
      	
              4.5  

            	
              Proceedings
                Prior to any Action Requiring
                Adjustment

            


    

     

    As
      a
      condition precedent to the taking of any action which would require an
      adjustment in any of the acquisition rights pursuant to any of the Warrants,
      including the number of Common Shares which are to be received upon the exercise
      thereof, the Corporation shall take any corporate action which may, in the
      opinion of Counsel, be necessary in order that the Corporation has unissued
      and
      reserved in its authorized capital and may validly and legally issue as fully
      paid and non-assessable all the shares which the holders of such Warrants are
      entitled to receive on the full exercise thereof in accordance with the
      provisions hereof.

     

    
      	
              4.6  

            	
              Certificate
                of Adjustment

            


    

     

    The
      Corporation shall from time to time immediately after the occurrence of any
      event which requires an adjustment or readjustment as provided in this Article
      4, deliver a certificate of the Corporation to the Trustee specifying the nature
      of the event requiring the same and the amount of the adjustment or readjustment
      necessitated thereby and setting forth in reasonable detail the method of
      calculation and the facts upon which such calculation is based, which
      certificate and the amount of the adjustment or re-adjustment specified therein
      shall be supported by a certificate of the Corporation's Auditors verifying
      such
      calculation.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    15

     

    
      	
              4.7  

            	
              Notice
                of Special Matters

            


    

     

    The
      Corporation covenants with the Trustee that, so long as any Warrant remains
      outstanding, it will give written notice to the Trustee and to the
      Warrantholders of its intention to fix a record date that is prior to the Expiry
      Date for the issuance of rights, options or warrants (other than the Warrants)
      to all or substantially all the holders of its outstanding Common
      Shares.  Such notice shall specify the particulars of such event and
      the record date for such event, provided that the Corporation shall only be
      required to specify in the notice such particulars of the event as shall have
      been fixed and determined on the date on which the notice is
      given.  The notice shall be given in each case not less than
      twenty-one (21) days prior to such applicable record date.

     

    
      	
              4.8  

            	
              No
                Action after Notice

            


    

     

    The
      Corporation 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 Warrant
      of the opportunity to exercise its right of acquisition pursuant thereto during
      the period of fourteen (14) days after the giving of the certificate or notices
      set forth in Sections 4.6 and 4.7.

     

    
      	
              4.9  

            	
              Other
                Action

            


    

     

    In
      case
      the Corporation, after the date hereof, shall take any action affecting the
      Common Shares other than action described in this Article 4, which in the reasonable opinion of the
      directors of the Corporation would materially affect the rights of
      Warrantholders, the number of Common Shares which may be acquired upon exercise
      of the Warrants shall be adjusted in such manner and at such time, by action
      of
      the directors, acting reasonably, in their sole discretion as they may determine
      to be equitable in the circumstances, provided that no such adjustment will
      be
      made unless prior approval of any stock exchange on which the Common Shares
      are
      listed for trading has been obtained, if required.  Failure of the
      taking of action by the directors so as to provide for an adjustment prior
      to
      the effective date of any action by the Corporation affecting the Common Shares
      shall be conclusive evidence that the directors have determined that it is
      equitable to make no adjustment in the circumstances.

     

    
      	
              4.10  

            	
              Protection
                of Trustee

            


    

     

    Except
      as
      provided in Section 9.2, the Trustee shall
      not:

     

    
      	
              (a)  

            	
              at
                any time be under any duty or responsibility to any Warrantholder
                to
                determine whether any facts exist which may require any adjustment
                contemplated by Section 4.1, or with
                respect to the nature or extent of any such adjustment when made,
                or with
                respect to the method employed in making the
                same;

            


    

     

    
      	
              (b)  

            	
              be
                accountable with respect to the validity or value (or the kind or
                amount)
                of any Common Shares or of any shares or other securities or property
                which may at any time be issued or delivered upon the exercise of
                the
                rights attaching to any Warrant;

            


    

     

    
      	
              (c)  

            	
              be
                responsible for any failure of the Corporation to issue, transfer
                or
                deliver Common Shares or certificates for the same upon the surrender
                of
                any Warrants for the purpose of the exercise of such rights or to
                comply
                with any of the covenants contained in this Article 4;
                and

            


    

     

    
      	
              (d)  

            	
              incur
                any liability or be in any way responsible for the consequences of
                any
                breach on the part of the Corporation of any of the representations,
                warranties or covenants herein contained or of any acts of the directors,
                officers, employees, agents or servants of the
                Corporation.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    16

     

     

    
      	
              4.11  

            	
              Participation
                by Warrantholder

            


    

     

    No
      adjustments shall be made pursuant to this Article 4 if the Warrantholders are entitled to
      participate in any event described in this Article 4 on the same terms, mutatis mutandis, as
      if the Warrantholders had exercised their Warrants prior to, or on the effective
      date or record date of, such event.

     

    ARTICLE 5

    RIGHTS
      OF THE CORPORATION AND COVENANTS

     

    
      	
              5.1  

            	
              Optional
                Purchases by the
                Corporation

            


    

     

    Subject
      to compliance with applicable securities legislation and approval of applicable
      regulatory authorities, the Corporation may from time to time purchase by
      private contract or otherwise any of the Warrants.  Any such purchase
      shall be made at the lowest price or prices at which, in the opinion of the
      directors, such Warrants are then obtainable, plus reasonable costs of purchase,
      and may be made in such manner, from such persons and on such other terms as
      the
      Corporation, in its sole discretion, may determine.  Any Warrant
      Certificates representing the Warrants purchased pursuant to this
      Section 5.1 shall forthwith be delivered to
      and cancelled by the Trustee.  No Warrants shall be issued in
      replacement thereof.

     

    
      	
              5.2  

            	
              General
                Covenants

            


    

     

    The
      Corporation covenants with the Trustee and the Warrantholders that so long
      as
      any Warrants remain outstanding:

     

    
      	
              (a)  

            	
              it
                will reserve and keep available a sufficient number of Common Shares
                for
                the purpose of enabling it to satisfy its obligations to issue Common
                Shares upon the exercise of the
                Warrants;

            


    

     

    
      	
              (b)  

            	
              it
                will cause the Common Shares and the certificates representing the
                Common
                Shares from time to time acquired pursuant to the exercise of the
                Warrants
                to be duly issued and delivered in accordance with the Warrant
                Certificates and the terms hereof;

            


    

     

    
      	
              (c)  

            	
              all
                Common Shares which shall be issued upon exercise of the right to
                acquire
                provided for herein and in the Warrant Certificates, upon compliance
                with
                all of the applicable terms and conditions hereof and thereof, shall
                be
                fully paid and non-assessable;

            


    

     

    
      	
              (d)  

            	
              it
                will use reasonable commercial efforts to maintain its corporate
                existence
                or, if applicable, the corporate existence of any successor corporation
                (as defined in Section 8.2) and carry on
                its business in the ordinary course, provided that the foregoing
                shall not
                prevent or be construed to prevent or impair the Corporation from
                completing any merger, arrangement, reorganization, amalgamation,
                recapitalization, business combination or other similar
                transaction;

            


    

     

    
      	
              (e)  

            	
              it
                will use reasonable commercial efforts to make all requisite filings
                under
                applicable Canadian securities legislation and stock exchange rules
                including those necessary to report the exercise of the right to
                acquire
                Common Shares pursuant to Warrants, provided that the foregoing shall
                not
                prevent or be construed to prevent or impair the Corporation from
                completing any merger, arrangement, reorganization, amalgamation,
                recapitalization, business combination or other similar transaction;
                and

            


    

     

    
      	
              (f)  

            	
              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
                Indenture.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    17

     

     

    
      	
              5.3  

            	
              Trustee's
                Remuneration and Expenses

            


    

     

    The
      Corporation 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, disbursements and advances
      incurred or made by 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 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,
      disbursement or advance as may arise out of or result from the Trustee's
      negligence, wilful misconduct or bad faith.  The Trustee will not have
      any recourse against any monies, securities or other property held by it for
      the
      benefit of the Warrantholders pursuant to this Indenture for the payment of
      its
      fee.

     

    
      	
              5.4  

            	
              Securities
                Qualification Requirements

            


    

     

    If,
      in
      the opinion of Counsel, any instrument (other than a prospectus) is required
      to
      be filed with, or any permission is required to be obtained from any
      governmental authority in Canada or any other step is required under any federal
      or provincial law of Canada before any Common Shares which a Warrantholder
      is
      entitled to acquire pursuant to the exercise of any Warrant may properly and
      legally be issued upon due exercise thereof and, after the expiration of any
      applicable restricted trading period from the date hereof, traded, without
      further formality or restriction, the Corporation covenants that it will take
      such required action (other than filing a prospectus).

     

    
      	
              5.5  

            	
              Performance
                of Covenants by Trustee

            


    

     

    If
      the
      Corporation shall fail to perform any of its covenants contained in this
      Indenture, the Trustee may notify the Warrantholders of such failure on the
      part
      of the Corporation or may itself perform any of the covenants capable of being
      performed by it but, subject to Section 9.2,
      shall be under no obligation to perform said covenants or to notify the
      Warrantholders of such performance by it.  All sums expended or
      advanced by the Trustee in so doing shall be repayable as provided in
      Section 5.3.  No such performance,
      expenditure or advance by the Trustee shall relieve the Corporation of any
      default hereunder or of its continuing obligations under the covenants herein
      contained.

     

    
      	
              5.6  

            	
              Enforceability
                of Warrants

            


    

     

    The
      Corporation covenants and agrees that it is duly authorized to create and issue
      the Warrants to be issued hereunder and that the Warrants, when issued and
      countersigned as herein provided, will be valid and enforceable against the
      Corporation in accordance with the provisions hereof and the terms hereof and
      that, subject to the provisions of this Indenture, the Corporation will cause
      the Common Shares from time to time acquired pursuant to the Warrants under
      this
      Indenture and the certificates representing such Common Shares to be duly issued
      and delivered in accordance with the terms of this Indenture.

     

    ARTICLE 6

    ENFORCEMENT

     

    
      	
              6.1  

            	
              Suits
                by Warrantholders

            


    

     

    All
      or
      any of the rights conferred upon any Warrantholder by any of the terms of the
      Warrant Certificates or of this Indenture, or of both, may be enforced by the
      Warrantholder by appropriate proceedings but without prejudice to the right
      which is hereby conferred upon the Trustee to proceed in its own name to enforce
      each and all of the provisions herein contained for the benefit of the
      Warrantholders. The Warrantholder may enforce such rights whether or not the
      Trustee has waived any default pursuant to Section 6.3(c).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    18

     

    
      	
              6.2  

            	
              Limitation
                of Liability

            


    

     

    The
      obligations hereunder are not personally binding upon, nor shall resort
      hereunder be had to, the private property of any of the past, present or future
      directors or shareholders of the Corporation or any successor corporation or
      any
      of the past, present or future officers, employees or agents of the Corporation
      or any successor corporation, but only the property of the Corporation or any
      successor corporation shall be bound in respect hereof.

     

    
      	
              6.3  

            	
              Waiver
                of Default

            


    

     

    Upon
      the
      happening of any default hereunder:

     

    
      	
              (a)  

            	
              the
                Trustee will provide a notice as provided in Section 10.2 to the Warrantholders setting out,
                in
                reasonable detail, the particulars of such
                default;

            


    

     

    
      	
              (b)  

            	
              the
                holders of not less than 51% of the 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

            


    

     

    
      	
              (c)  

            	
              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
                reasonable 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.

     

    ARTICLE 7

    MEETINGS
      OF WARRANTHOLDERS

     

    
      	
              7.1  

            	
              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 Corporation or of a Warrantholders' Request and upon being
      indemnified and funded to its reasonable satisfaction by the Corporation or
      by
      the Warrantholders signing such Warrantholders' Request against the costs which
      may be incurred in connection with the calling and holding of such meeting,
      convene a meeting of the Warrantholders.  In the event of the Trustee
      failing to so convene a meeting within seven (7) Business Days after receipt
      of
      such written request of the Corporation or such Warrantholders' Request and
      the
      indemnity and funding given as aforesaid, the Corporation or such
      Warrantholders, as the case may be, may convene such meeting.  Every
      such meeting shall be held in the City of Calgary or at such other place as
      may
      be approved or determined by the Trustee.

     

    
      	
              7.2  

            	
              Notice

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    19

     

     

    At
      least
      twenty-one (21) days' prior written notice of any meeting of Warrantholders
      shall be given to the Warrantholders in the manner provided for in
      Section 10.2 and a copy of such notice shall
      be sent by mail to the Trustee (unless the meeting has been called by the
      Trustee) and to the Corporation (unless the meeting has been called by the
      Corporation).  Such notice shall state the time when and the place
      where the meeting is to be held, shall state briefly the general nature of
      the
      business to be transacted thereat 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 7.

     

    
      	
              7.3  

            	
              Chairman

            


    

     

    An
      individual (who need not be a Warrantholder) designated in writing by the
      Trustee shall be chairman of the meeting and if no individual is so designated,
      or if the individual so designated is not present within fifteen (15) minutes
      from the time fixed for the holding of the meeting, the Warrantholders present
      in person or by proxy shall choose some individual present to be
      chairman.

     

    
      	
              7.4  

            	
              Quorum

            


    

     

    Subject
      to the provisions of Section 7.11, at any
      meeting of the Warrantholders a quorum shall consist of Warrantholders present
      in person or by proxy and entitled to purchase at least 20% of the aggregate
      number of Common Shares which could be acquired pursuant to all the then
      outstanding Warrants, provided that at least two persons entitled to vote
      thereat are personally present.  If a quorum of the Warrantholders
      shall not be present within thirty (30) minutes from the time fixed for holding
      any meeting, the meeting, if summoned by 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 and 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.  No business shall be
      transacted at any meeting unless a quorum be present at the commencement of
      business; provided that 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 20% of the aggregate number of Common Shares
      which may be acquired pursuant to all then outstanding Warrants.

     

    
      	
              7.5  

            	
              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.

     

    
      	
              7.6  

            	
              Show
                of Hands

            


    

     

    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.

     

    
      	
              7.7  

            	
              Poll
                and Voting

            


    

     

    On
      every
      extraordinary resolution, and on any other question submitted to a meeting
      and
      after a vote by show of hands when demanded by the chairman or by one or more
      of
      the Warrantholders acting in person or by proxy and entitled to acquire in
      the
      aggregate at least 5% of the aggregate number of Common Shares which could
      be
      acquired pursuant to all the Warrants then outstanding, 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.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    20

     

     

    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 Common Share which it is entitled to
      acquire pursuant to the Warrant or Warrants then held or represented by
      it.  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 Warrants, if any, held or represented by him.

     

    
      	
              7.8  

            	
              Regulations

            


    

     

    The
      Trustee, or the Corporation with the approval of the Trustee, may from time
      to
      time make and from time to time vary such regulations as it shall think fit
      for:

     

    
      	
              (a)  

            	
              the
                setting of the record date for a meeting for the purpose of determining
                Warrantholders entitled to receive notice of and to vote at the
                meeting;

            


    

     

    
      	
              (b)  

            	
              the
                issue of voting certificates by any bank, trust company or other
                depositary satisfactory to the Trustee stating that the Warrant
                Certificates specified therein have been deposited with it by a named
                person and will remain on deposit until after the meeting, which
                voting
                certificate shall entitle the persons named therein to be present
                and vote
                at any such meeting and at any adjournment thereof or to appoint
                a proxy
                or proxies to represent them and vote for them at any such meeting
                and at
                any adjournment thereof in the same manner and with the same effect
                as
                though the persons so named in such voting certificates were the
                actual
                bearers of the Warrant Certificates specified
                therein;

            


    

     

    
      	
              (c)  

            	
              the
                deposit of voting certificates and instruments appointing proxies
                at such
                place and time as the Trustee, the Corporation or the Warrantholders
                convening the meeting, as the case may be, may in the notice convening
                the
                meeting direct;

            


    

     

    
      	
              (d)  

            	
              the
                deposit of voting certificates and instruments appointing proxies
                at some
                approved place or places other than the place at which the meeting
                is to
                be held and enabling particulars of such instruments appointing proxies
                to
                be mailed or telecopied before the meeting to the Corporation 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;

            


    

     

    
      	
              (e)  

            	
              the
                form of the instrument of proxy;
                and

            


    

     

    
      	
              (f)  

            	
              generally
                for the calling of meetings of Warrantholders and the conduct of
                business
                thereat.

            


    

     

    Any
      regulations so made shall be binding and effective and the votes given in
      accordance therewith shall be valid and shall be counted, provided that such
      regulations are not inconsistent with the other provisions of this
      Indenture.  Save as such regulations may provide, the only 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 7.9), shall be Warrantholders or proxies of
      Warrantholders.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    21

     

     

    
      	
              7.9  

            	
              Corporation,
                Agent and Trustee May be
                Represented

            


    

     

    The
      Corporation, Agent and the Trustee, by their respective directors, officers,
      and
      employees and the Counsel for the Corporation and for the Trustee may attend
      any
      meeting of the Warrantholders, but, subject to the right of the Agent to vote
      Warrants held by them, shall not be entitled to vote thereat.

     

    
      	
              7.10  

            	
              Powers
                Exercisable by Extraordinary
                Resolution

            


    

     

    In
      addition to all other powers conferred upon them by any other provisions of
      this
      Indenture or by law, the Warrantholders at a meeting shall, subject to the
      provisions of Section 7.11, have the power,
      exercisable from time to time by extraordinary resolution:

     

    
      	
              (a)  

            	
              to
                agree to any modification, abrogation, alteration, compromise or
                arrangement of the rights of Warrantholders or the Trustee in its
                capacity
                as trustee hereunder (subject to the Trustee's prior consent, acting
                reasonably) or on behalf of the Warrantholders against the Corporation
                whether such rights arise under this Indenture or the Warrant Certificates
                or otherwise;

            


    

     

    
      	
              (b)  

            	
              to
                amend, alter or repeal any extraordinary resolution previously passed
                or
                sanctioned by the Warrantholders;

            


    

     

    
      	
              (c)  

            	
              to
                direct or to authorize the Trustee, subject to Subsection 9.2(b) hereof, to enforce any of the covenants
                on the part of the Corporation contained in this Indenture or the
                Warrant
                Certificates 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;

            


    

     

    
      	
              (d)  

            	
              to
                waive, and to direct the Trustee to waive, any default on the part
                of the
                Corporation in complying with any provisions of this Indenture or
                the
                Warrant Certificates either unconditionally or upon any conditions
                specified in such extraordinary
                resolution;

            


    

     

    
      	
              (e)  

            	
              to
                restrain any Warrantholder from taking or instituting any suit, action
                or
                proceeding against the Corporation for the enforcement of any of
                the
                covenants on the part of the Corporation in this Indenture or the
                Warrant
                Certificates or to enforce any of the rights of the
                Warrantholders;

            


    

     

    
      	
              (f)  

            	
              to
                direct any Warrantholder who, as such, has brought any suit, action
                or
                proceeding to stay or to discontinue or otherwise to deal with the
                same
                upon payment of the costs, charges and expenses reasonably and properly
                incurred by such Warrantholder in connection
                therewith;

            


    

     

    
      	
              (g)  

            	
              to
                assent to any change in or omission from the provisions contained
                in the
                Warrant Certificates and this Indenture or any ancillary or supplemental
                instrument which may be agreed to by the Corporation, and to authorize
                the
                Trustee to concur in and execute any ancillary or supplemental indenture
                embodying the change or omission;

            


    

     

    
      	
              (h)  

            	
              with
                the consent of the Corporation, such consent not to be unreasonably
                withheld or delayed, to remove the Trustee or its successor in office
                and
                to appoint a new trustee or trustees to take the place of the Trustee
                so
                removed; and

            


    

     

    
      	
              (i)  

            	
              to
                assent to any compromise or arrangement with any creditor or creditors
                or
                any class or classes of creditors, whether secured or otherwise,
                and with
                holders of any shares or other securities of the
                Corporation.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    22

     

     

    
      	
              7.11  

            	
              Meaning
                of Extraordinary
                Resolution

            


    

     

    
      	
              (a)  

            	
              The
                expression "extraordinary resolution" when used in this Indenture
                means,
                subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution
                proposed at a meeting of
                Warrantholders duly convened for that purpose and held in accordance
                with
                the provisions of this Article 7 at
                which there are present in person or by proxy Warrantholders entitled
                to
                acquire at least 20% of the aggregate number of Common Shares which
                may be
                acquired pursuant to all the then outstanding Warrants and passed
                by the
                affirmative votes of Warrantholders entitled to acquire not less
                than
                662/3%
                of the
                aggregate number of Common Shares which may be acquired pursuant
                to all
                the then outstanding Warrants represented at the meeting and voted
                on the
                poll upon such resolution.

            


    

     

    
      	
              (b)  

            	
              If,
                at the meeting at which an extraordinary resolution is to be considered,
                Warrantholders entitled to acquire at least 20% of the aggregate
                number of
                Common Shares which may be acquired pursuant to all the then outstanding
                Warrants are not present in person or by proxy within thirty (30)
                minutes
                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
                fifteen (15) or more than sixty (60) days later, and to such place
                and
                time as may be appointed by the chairman.  Not less than ten
                (10) days' prior notice shall be given of the time and place of such
                adjourned meeting in the manner provided for in Section 10.2.  Such notice shall state that at
                the adjourned meeting the Warrantholders present in person or 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 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 7.11(a) shall be
                an extraordinary resolution within the meaning of this Indenture
                notwithstanding that Warrantholders entitled to acquire at least
                20% of
                the aggregate number of Common Shares which may be acquired pursuant
                to
                all the then outstanding Warrants are not present in person or by
                proxy at
                such adjourned meeting.

            


    

     

    
      	
              (c)  

            	
              Subject
                to Section 7.14, 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.

            


    

     

    
      	
              7.12  

            	
              Powers
                Cumulative

            


    

     

    Any
      one
      or more of the powers or any combination of the powers in this 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 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 power or powers or
      combination of powers then or thereafter from time to time.

     

    
      	
              7.13  

            	
              Minutes

            


    

     

    Minutes
      of all resolutions and proceedings at every meeting of Warrantholders shall
      be
      made and duly entered in books to be provided from time to time for that purpose
      by the Trustee at the expense of the Corporation, and any such minutes as
      aforesaid, if signed by the chairman or the secretary of the meeting at which
      such resolutions were passed or proceedings had 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.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    23

     

    
      	
              7.14  

            	
              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 7 may also be taken and exercised by
      Warrantholders entitled to acquire at least 66 2/3% of the aggregate number
      of
      Common Shares which may be acquired pursuant to all the then outstanding
      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 Indenture shall include
      an instrument so signed.

     

    
      	
              7.15  

            	
              Binding
                Effect of Resolutions

            


    

     

    Every
      resolution and every extraordinary resolution passed in accordance with the
      provisions of this Article 7 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 7.14
      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.

     

    
      	
              7.16  

            	
              Holdings
                by Corporation Disregarded

            


    

     

    In
      determining whether Warrantholders holding Warrant Certificates evidencing
      the
      entitlement to acquire the required number of Common 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 Indenture, Warrants owned legally or
      beneficially by the Corporation or any Subsidiary of the Corporation shall
      be
      disregarded in accordance with the provisions of Section 10.8.

     

    ARTICLE 8

    SUPPLEMENTAL
      INDENTURES

     

    
      	
              8.1  

            	
              Provision
                for Supplemental Indentures for Certain
                Purposes

            


    

     

    From
      time
      to time the Corporation (when authorized by action of the directors) and the
      Trustee may, subject to the provisions hereof, and they shall, when so directed
      in accordance with the provisions hereof, 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:

     

    
      	
              (a)  

            	
              setting
                forth any adjustments resulting from the application of the provisions
                of
                Article 4;

            


    

     

    
      	
              (b)  

            	
              adding
                to the provisions hereof such additional covenants and enforcement
                provisions as, in the opinion of Counsel, are necessary or advisable
                in
                the premises, provided that the same are not in the opinion of the
                Trustee
                prejudicial to the interests of the
                Warrantholders;

            


    

     

    
      	
              (c)  

            	
              giving
                effect to any extraordinary resolution passed as provided in Article 7;

            


    

     

    
      	
              (d)  

            	
              making
                such provisions not inconsistent with this Indenture as may be necessary
                or desirable with respect to matters or questions arising hereunder
                or for
                the purpose of obtaining a listing or quotation of the Warrants on
                any
                stock exchange, provided that such provisions are not, in the opinion
                of
                the Trustee, prejudicial to the interests of the
                Warrantholders;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    24

     

     

    
      	
              (e)  

            	
              adding
                to or altering the provisions hereof in respect of the transfer of
                Warrants, making provision for the exchange of Warrant Certificates,
                and
                making any modification in the form of the Warrant Certificates which
                does
                not affect the substance thereof;

            


    

     

    
      	
              (f)  

            	
              with
                the prior approval of the OTC Bulletin Board or such other stock
                exchange
                upon which the Common Shares of the Corporation are listed and posted
                for
                trading, if required, modifying any of the provisions of this Indenture,
                including relieving the Corporation from any of the obligations,
                conditions or restrictions herein contained, provided that such
                modification or relief shall be or become operative or effective
                only if,
                in the opinion of the Trustee, such modification or relief in no
                way
                prejudices any of the rights of the Warrantholders 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 may
                not
                afford adequate protection to the Trustee when the same shall become
                operative; and

            


    

     

    
      	
              (g)  

            	
              for
                any other purpose not inconsistent with the terms of this Indenture,
                including the correction or rectification of any ambiguities, defective
                or
                inconsistent provisions, errors, mistakes or omissions herein, provided
                that in the opinion of the Trustee the rights of the Trustee and
                of the
                Warrantholders are in no way prejudiced
                thereby.

            


    

     

    
      	
              8.2  

            	
              Successor
                Corporations

            


    

     

    In
      the
      case of the consolidation, amalgamation, arrangement, merger or transfer of
      the
      undertaking or assets of the Corporation as an entirety or substantially as
      an
      entirety to another corporation ("successor corporation"), the
      successor corporation resulting from such consolidation, amalgamation,
      arrangement, merger or transfer (if not the Corporation) 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 Indenture to be performed and
      observed by the Corporation.

     

    ARTICLE 9

    CONCERNING
      THE TRUSTEE

     

    
      	
              9.1  

            	
              Trust
                Indenture Legislation

            


    

     

    
      	
              (a)  

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

            


    

     

    
      	
              (b)  

            	
              The
                Corporation and the Trustee agree that each will, at all times in
                relation
                to this Indenture and any action to be taken hereunder, observe and
                comply
                with and be entitled to the benefits of Applicable
                Legislation.

            


    

     

    
      	
              9.2  

            	
              Rights
                and Duties of Trustee

            


    

     

    
      	
              (a)  

            	
              In
                the exercise of the rights and duties prescribed or conferred by
                the terms
                of this Indenture, the Trustee shall exercise that degree of care,
                diligence and skill that a reasonably prudent trustee would exercise
                in
                comparable circumstances.  No provision of this Indenture shall
                be construed to relieve the Trustee from liability for its own negligent
                action, its own negligent failure to act, or its own wilful misconduct
                or
                bad faith or any breach by it of its obligations or duties under
                this
                Indenture.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    25

     

     

    
      	
              (b)  

            	
              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 by the Trustee, sufficient funds
                to
                commence or to continue such act, action or proceeding and an indemnity
                reasonably satisfactory to the Trustee to protect and to hold harmless
                the
                Trustee against 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 Indenture
                shall require the Trustee to expend or to risk its own funds or otherwise
                to incur financial liability in the performance of any of its duties
                or in
                the exercise of any of its rights or powers unless indemnified 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 Warrants held
                by
                them, for which Warrants the Trustee shall issue
                receipts.

            


    

     

    
      	
              (d)  

            	
              Every
                provision of this 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 9.2 and of Section 9.3.

            


    

     

    
      	
              9.3  

            	
              Evidence,
                Experts and Advisers

            


    

     

    
      	
              (a)  

            	
              In
                addition to the reports, certificates, opinions and other evidence
                required by this Indenture, the Corporation shall furnish to the
                Trustee
                such additional evidence of compliance with any provision hereof,
                and in
                such form, as may be prescribed by Applicable Legislation or as the
                Trustee may reasonably require by written notice to the
                Corporation.

            


    

     

    
      	
              (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 in statutory declarations, opinions,
                reports, written requests, consents, or orders of the Corporation,
                certificates of the Corporation or other evidence furnished to the
                Trustee
                pursuant to a request of the Trustee, provided that such evidence
                complies
                with Applicable Legislation and that the Trustee complies with Applicable
                Legislation and that the Trustee examines the same and determines
                that
                such evidence complies with the applicable requirements of this
                Indenture.

            


    

     

    
      	
              (c)  

            	
              Whenever
                it is provided in this Indenture or under Applicable Legislation
                that the
                Corporation shall deposit with the Trustee resolutions, certificates,
                reports, opinions, requests, orders or other documents, it is intended
                that the trust, accuracy and good faith on the effective date thereof
                and
                the facts and opinions stated in all such documents so deposited
                shall, in
                each and every such case, be conditions precedent to the right of
                the
                Corporation to have the Trustee take the action to be based
                thereon.

            


    

     

    
      	
              (d)  

            	
              Proof
                of the execution of an instrument in writing, including a Warrantholders'
                Request, by any Warrantholder may be made by the certificate of a
                notary
                public, or other officer with similar powers, that the person signing
                such
                instrument acknowledged to it the execution thereof, or by an affidavit
                of
                a witness to such execution or in any other manner which the Trustee
                may
                consider adequate.

            


    

     

    
      	
              (e)  

            	
              The
                Trustee may employ or retain such Counsel, accountants, appraisers
                or
                other experts or advisers as it may reasonably require for the purpose
                of
                discharging its duties hereunder 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 or negligence
                on
                the part of any such experts or advisers who have been appointed
                with due
                care by the Trustee.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    26

     

     

    
      	
              (f)  

            	
              The
                Trustee may act and rely and shall be protected in acting and relying
                in
                good faith on the opinion or advice of or information obtained from
                any
                Counsel, accountant, appraiser, engineer or other expert or adviser,
                whether retained or employed by the Corporation or by the Trustee,
                in
                relation to any matter arising in the administration of the trusts
                hereof.

            


    

     

    
      	
              9.4  

            	
              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 listed in Schedule I to the
      Bank Act (Canada) or of any trust company registered to do business in
      Canada 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
      Indenture upon the written direction of the Corporation shall be or, with the
      consent of the Corporation may be: (i) deposited in the name of the Trustee
      in any Canadian chartered bank listed in Schedule I to the Bank Act
      (Canada) or any trust company registered to do business in Canada at the rate
      of
      interest (if any) then current on similar deposits; (ii) deposited in the
      deposit department of the Trustee; or (iii) invested in treasury bills or
      short term interest bearing or discounted obligations issued or guaranteed
      by
      the Government of Canada or a province thereof, of any Canadian chartered bank
      listed in Schedule I of the Bank Act (Canada) or of the Trustee,
      provided that the securities shall not have a maturity date of more than sixty
      (60) days from the date of such investment.  Unless the Corporation
      shall be in default hereunder or unless otherwise specifically provided herein,
      all interest or other income received by the Trustee in respect of such deposits
      and investments shall belong to the Corporation.

     

    
      	
              9.5  

            	
              Actions
                by Trustee to Protect
                Interest

            


    

     

    The
      Trustee shall have 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.

     

    
      	
              9.6  

            	
              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 Indenture or otherwise in respect
      of
      the premises.

     

    
      	
              9.7  

            	
              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:

     

    
      	
              (a)  

            	
              the
                Trustee shall not be liable for or by reason of any statements of
                fact or
                recitals in this Indenture or in the Warrant Certificates (except
                the
                representation contained in Section 9.9
                or in the certificate of the Trustee on the Warrant Certificates)
                or be
                required to verify the same, but all such statements or recitals
                are and
                shall be deemed to be made by the
                Corporation;

            


    

     

    
      	
              (b)  

            	
              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 Indenture or any instrument ancillary or supplemental
                hereto;

            


    

     

    
      	
              (c)  

            	
              the
                Trustee shall not be bound to give notice to any person or persons
                of the
                execution hereof;

            


    

     

    
      	
              (d)  

            	
              the
                Trustee shall not incur any liability or responsibility whatever
                or be in
                any way responsible for the consequence of any breach on the part
                of the
                Corporation of any of its covenants herein contained or of any acts
                of any
                directors, officers, employees, agents or servants of the Corporation;
                and

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    27

     

     

    
      	
              (e)  

            	
              the
                Corporation hereby indemnifies and agrees to hold harmless the Trustee
                from and against any and all liabilities, losses, damages, penalties,
                claims, actions, suits, costs, expenses and disbursements, including
                reasonable legal fees and disbursements of whatever kind and nature
                which
                may at any time be imposed on or incurred by or asserted against
                the
                Trustee, whether groundless or otherwise, arising from or out of
                any act,
                omission or error of the Trustee made in good faith in the conduct
                of its
                duties hereunder, provided that the Trustee has met the standard
                of care,
                diligence and skill provided for in Subsection 9.2(a) and, provided further, that the
                Corporation shall not be required to indemnify the Trustee in the
                event of
                the negligence or wilful misconduct of the Trustee, as provided in
                Subsection 9.2(a), and this provision
                shall survive the resignation or removal of the Trustee or the termination
                or discharge of this Agreement.

            


    

     

    
      	
              9.8  

            	
              Replacement
                of Trustee; Successor by
                Merger

            


    

     

    
      	
              (a)  

            	
              The
                Trustee may resign its trust and be discharged from all further duties
                and
                liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not
                less than
                90 days' prior notice in writing or such shorter prior notice as
                the
                Corporation may accept as sufficient.  The Warrantholders by
                extraordinary resolution shall have 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 Corporation shall forthwith appoint a new
                trustee
                unless a new trustee has already been appointed by the Warrantholders;
                failing such appointment by the Corporation, the retiring Trustee
                or any
                Warrantholder may apply to a justice of the Court of Queen's Bench
                of the
                Province of Alberta on such notice as such justice may direct, for
                the
                appointment of a new trustee; but any new trustee so appointed by
                the
                Corporation or by the Court shall be subject to removal as aforesaid
                by
                the Warrantholders.  Any new trustee appointed under any
                provision of this Section 9.8 shall be a
                corporation authorized to carry on the business of a trust company
                in the
                Province of Alberta and, if required by the Applicable Legislation
                for any
                other provinces, in such other provinces.  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 hereunder.

            


    

     

    
      	
              (b)  

            	
              Upon
                the appointment of a successor trustee, the Corporation shall promptly
                notify the Warrantholders thereof in the manner provided for in
                Section 10.2.

            


    

     

    
      	
              (c)  

            	
              Any
                Warrant Certificates certified but not delivered by a predecessor
                trustee
                may be certified by the successor trustee in the name of the predecessor
                or successor trustee.

            


    

     

    
      	
              (d)  

            	
              Any
                corporation in to which the Trustee may be merged or consolidated
                or
                amalgamated, or any corporation resulting therefrom to which the
                Trustee
                shall be a party, or any corporation succeeding to the trust business
                of
                the Trustee shall be the successor to the Trustee hereunder without
                any
                further act on its part or any of the parties hereto, provided that
                such
                corporation would be eligible for appointment as successor trustee
                under
                Subsection 9.8(a).

            


    

     

    
      	
              9.9  

            	
              Conflict
                of Interest

            


    

     

    
      	
              (a)  

            	
              The
                Trustee represents to the Corporation that at the time of execution
                and
                delivery hereof no material conflict of interest exists between its
                role
                as a trustee hereunder and its role in any other capacity and agrees
                that
                in the event of a material conflict of interest arising hereafter
                it will,
                within 90 days after ascertaining that it has such material conflict
                of
                interest, either eliminate the same or assign its trust hereunder
                to a
                successor trustee approved by the Corporation and meeting the requirements
                set forth in Subsection 9.8(a).  Notwithstanding the foregoing
                provisions of this Subsection 9.9(a), if
                any such material conflict of interest exists or hereafter shall
                exist,
                the validity and enforceability of this Indenture and the Warrant
                Certificates shall not be affected in any manner whatsoever by reason
                thereof.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    28

     

     

    
      	
              (b)  

            	
              Subject
                to Subsection 9.9(a), the Trustee, in
                its personal or any other capacity, may buy, lend upon and deal in
                securities of the Corporation and generally may contract and enter
                into
                financial transactions with the Corporation or any Subsidiary of
                the
                Corporation without being liable to account for any profit made
                thereby.

            


    

     

    
      	
              9.10  

            	
              Acceptance
                of Trust

            


    

     

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

     

    
      	
              9.11  

            	
              Trustee
                Not to be Appointed
                Receiver

            


    

     

    The
      Trustee and any person related to the Trustee shall not be appointed a receiver,
      a receiver and manager or liquidator of all or any part of the assets or
      undertaking of the Corporation.

     

    
      	
              9.12  

            	
              Trustee
                Not Required to Give
                Notice

            


    

     

    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 hereby unless and until
      it
      shall have been required so to do 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 distinctly specify the default
      desired to be brought to the attention of the Trustee and in the absence of
      any
      such notice the Trustee may for all purposes of this Indenture conclusively
      assume that no default has been made in the observance or performance of any
      of
      the representations, warranties, covenants, agreements or conditions contained
      herein.  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.

     

    ARTICLE 10

    GENERAL

     

    
      	
              10.1  

            	
              Notice
                to the Corporation and the
                Trustee

            


    

     

    
      	
              (a)  

            	
              Unless
                herein otherwise expressly provided, any notice to be given hereunder
                to
                the Corporation or the Trustee shall be deemed to be validly given
                if
                delivered, sent by registered letter, postage prepaid or
                telecopied:

            


    

     

    If
      to the
      Corporation:

     

    Red
      Mile
      Entertainment, Inc.

    4000
      Bridgeway

    Suite
      101, Sausalito, California  94965

    


    Attention:                      Chief
      Financial Officer

    Telecopy:                      (415)
      339-4249

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    29

     

     

    If
      to the
      Trustee:

     

    Olympia
      Trust Company

    Suite
      2300, 125 - 9th Avenue SE

    Calgary,
      AB  T2G 0P6

    


    Attention:                      Manager,
      Corporate Trust Department

    Telecopy:                      (403)
      265-1455

     

    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 else
      on
      the next Business Day or, if mailed, on the fifth Business Day following the
      date of the postmark on such notice or, if telecopied, on the next Business
      Day
      following the date of transmission, provided that its contents are transmitted
      and received completely and accurately.

     

    
      	
              (b)  

            	
              The
                Corporation or the Trustee, as the case may be, may from time to
                time
                notify the other in the manner provided in Subsection 10.1(a) 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 Corporation or the Trustee, as the case may be,
                for all
                purposes of this Indenture.

            


    

     

    
      	
              (c)  

            	
              If,
                by reason of a strike, lockout or other work stoppage, actual or
                threatened, involving postal employees, any notice to be given to
                the
                Trustee or to the Corporation hereunder could reasonably be considered
                unlikely to reach its destination, such notice shall be valid and
                effective only if it is delivered to the named officer of the party
                to
                which it is addressed or, if it is delivered to such party at the
                appropriate address provided in Subsection 10.1(a), by telecopy or other means of prepaid,
                transmitted and recorded
                communication.

            


    

     

    
      	
              10.2  

            	
              Notice
                to Warrantholders

            


    

     

    
      	
              (a)  

            	
              Unless
                otherwise provided herein, notice to the Warrantholders under the
                provisions of this Indenture shall be valid and effective if delivered
                or
                sent by telecopy or by ordinary post addressed to such holders at
                their
                post office addresses appearing on the register hereinbefore mentioned
                and
                shall be deemed to have been effectively given on the date of delivery
                or,
                if mailed, on the fifth Business Day following the date of the postmark
                on
                such notice or, if telecopied, on the next Business Day following
                the date
                of transmission, provided that its contents are transmitted and received
                completely and accurately.

            


    

     

    
      	
              (b)  

            	
              If,
                by reason of a strike, lockout or other work stoppage, actual or
                threatened, involving postal employees, any notice to be given to
                the
                Warrantholders hereunder could reasonably be considered unlikely
                to reach
                its destination, such notice shall be valid and effective only if
                it is
                delivered personally to such Warrantholders or if delivered to the
                address
                for such Warrantholders contained in the register of Warrants maintained
                by the Trustee, by telecopy or other means of prepaid transmitted
                and
                recorded communication.

            


    

     

    
      	
              10.3  

            	
              Ownership
                of Warrants

            


    

     

    The
      Corporation and the Trustee may deem and treat the registered owner of any
      Warrants as the absolute owner thereof for all purposes, and the Corporation
      and
      the Trustee shall not be affected by any notice or knowledge to the contrary
      except where the Corporation 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 its Warrant
      Certificate and all persons may act accordingly.  The receipt of any
      such Warrantholder for the Common Shares which may be acquired pursuant thereto
      shall be a good discharge to the Corporation and the Trustee for the same and
      neither the Corporation nor the Trustee shall be bound to inquire into the
      title
      of any such holder except where the Corporation or the Trustee is required
      to
      take notice by statute or by order of a court of competent
      jurisdiction.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    30

     

     

    
      	
              10.4  

            	
              Evidence
                of Ownership

            


    

     

    
      	
              (a)  

            	
              Upon
                receipt of a certificate of any bank, trust company or other depositary
                satisfactory to the Trustee stating that the Warrants specified therein
                have been deposited by a named person with such bank, trust company
                or
                other depositary and will remain so deposited until the expiry of
                the
                period specified therein, the Corporation and the Trustee may treat
                the
                person so named as the owner, and such certificate as sufficient
                evidence
                of the ownership by such person of such Warrant during such period,
                for
                the purpose of any requisition, direction, consent, instrument or
                other
                document to be made, signed or given by the holder of the Warrant
                so
                deposited.

            


    

     

    
      	
              (b)  

            	
              The
                Corporation and the Trustee may accept as sufficient evidence of
                the fact
                and date of the signing of any requisition, direction, consent, instrument
                or other document by any person (i) the signature of any officer of
                any bank, trust company, or other depositary satisfactory to the
                Trustee
                as witness of such execution, (ii) the certificate of any notary
                public or other officer authorized to take acknowledgments of deeds
                to be
                recorded at the place where such certificate is made that the person
                signing acknowledged to him the execution thereof, (iii) a statutory
                declaration of a witness of such execution, or (iv) any other
                documentation satisfactory to the Corporation and the
                Trustee.

            


    

     

    
      	
              10.5  

            	
              Counterparts

            


    

     

    This
      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 and notwithstanding their date of
      execution they shall be deemed to be dated as of the date hereof.

     

    
      	
              10.6  

            	
              Satisfaction
                and Discharge of Indenture

            


    

     

    Upon
      the
      earlier of:

     

    
      	
              (a)  

            	
              the
                date by which there shall have been delivered to the Trustee for
                exercise
                or destruction all Warrant Certificates theretofore certified hereunder;
                or

            


    

     

    
      	
              (b)  

            	
              the
                Expiry Time;

            


    

     

    and
      if
      all certificates representing Common Shares required to be issued in compliance
      with the provisions hereof have been issued and delivered hereunder or to the
      Trustee in accordance with such provisions, this Indenture shall cease to be
      of
      further effect and the Trustee, on demand of and at the cost and expense of
      the
      Corporation and upon delivery to the Trustee of a certificate of the Corporation
      stating that all conditions precedent to the satisfaction and discharge of
      this
      Indenture have been complied with, shall execute proper instruments
      acknowledging satisfaction of and discharging this
      Indenture.  Notwithstanding the foregoing, the indemnities provided to
      the Trustee by the Corporation hereunder shall remain in full force and effect
      and survive the termination of this Indenture.

     

    
      	
              10.7  

            	
              Provisions
                of Indenture and Warrants for the Sole Benefit of Parties and
                Warrantholders

            


    

     

    Nothing
      in this Indenture or in the Warrant Certificates, expressed or implied, shall
      give or be construed to give to any person other than the parties hereto and
      the
      Warrantholders, as the case may be, any legal or equitable right, remedy or
      claim under this Indenture, or under any covenant or provision herein or therein
      contained, all such covenants and provisions being for the sole benefit of
      the
      parties hereto and the Warrantholders.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    31

     

     

    
      	
              10.8  

            	
              Common
                Shares or Warrants Owned by the Corporation or its Subsidiaries -
                Certificate to be Provided

            


    

     

    For
      the
      purpose of disregarding any Warrants owned legally or beneficially by the
      Corporation or any Subsidiary of the Corporation in Section 7.16, the Corporation shall provide to the Trustee,
      from time to time, a certificate of the Corporation setting forth as at the
      date
      of such certificate:

     

    
      	
              (a)  

            	
              the
                names (other than the name of the Corporation) of the registered
                holders
                of Warrants which, to the knowledge of the Corporation, are owned
                by or
                held for the account of the Corporation or any Subsidiary of the
                Corporation; and

            


    

     

    
      	
              (b)  

            	
              the
                number of Warrants owned legally or beneficially by the Corporation
                or any
                Subsidiary of the Corporation;

            


    

     

    and
      the
      Trustee, in making the computations in Section 7.16, shall be entitled to rely on such certificate
      without any additional evidence.

     

    
      	
              10.9  

            	
              Anti-Money
                Laundering

            


    

     

    The
      Trustee shall retain the right not to act and shall not be liable for refusing
      to act if, due to a lack of information or for any other reason whatsoever,
      the
      Trustee, in its sole judgement, determines that such act might cause it to
      be in
      non-compliance with any applicable anti-money laundering or anti-terrorist
      legislation, regulation or guideline.  Further, should the Trustee, in
      its sole judgement, determine at any time that its acting under this Indenture
      has resulted in its being in non-compliance with any applicable anti-money
      laundering or anti-terrorist legislation, regulation or guideline, then it
      shall
      have the right to resign on 10 days written notice provided that (i) the
      Trustee's written notice shall describe the circumstances of such
      non-compliance; and (ii) if such circumstances are rectified to the
      Trustee's satisfaction within such 10 day period, then such resignation shall
      not be effective.

     

    
      	
              10.10  

            	
              Privacy
                Laws

            


    

     

    The
      parties acknowledge that federal and/or provincial legislation that addresses
      the protection of individuals' personal information (collectively,
      "Privacy Laws") applies to obligations and activities under
      this Indenture.  Despite any other provision of this Indenture,
      neither party shall take or direct any action that would contravene, or cause
      the other to contravene, applicable Privacy Laws.  The Corporation
      shall, prior to transferring or causing to be transferred personal information
      to the Trustee, obtain and retain required consents of the relevant individuals
      to the collection, use and disclosure of their personal information, or shall
      have determined that such consents either have previously been given upon which
      the parties can rely or are not required under the Privacy Laws.  The
      Trustee shall use commercially reasonable efforts to ensure that is services
      hereunder comply with Privacy Laws.  Specifically, the Trustee agrees:
      (a) to have a designated chief privacy officer; (b) to maintain
      policies and procedures to protect personal information and to receive and
      respond to any privacy complaint or inquire; (c) to use personal
      information solely for the purposes of providing its services under or ancillary
      to this Agreement and not to use it for any other purpose except with the
      consent of or direction from the Corporation or the individual involved;
      (d) not to sell or otherwise improperly disclose personal information to
      any third party; and (e) to employ administrative, physical and
      technological safeguards to reasonably secure and protect personal information
      against loss, theft or unauthorized access, use or modification.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    32

     

     

    
      	
              10.11  

            	
              Third
                Party Interests

            


    

     

    Each
      party to this Indenture hereby represents to the Trustee that any account to
      be
      opened by, or interest to held by the Trustee in connection with this Indenture,
      for or to the credit of such party, either (i) is not intended to be used
      by or on behalf of any third party; or (ii) is intended to be used by or on
      behalf of a third party, in which case such party hereto agrees to complete
      and
      execute forthwith a declaration in the Trustee's prescribed form as to the
      particulars of such third party.

     

    THE
      REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    33

     

     

    This
      is the Signature Page to a Warrant Indenture Dated July 18, 2007 Between the
      Parties Indicated Below.

     

    IN
      WITNESS WHEREOF the parties hereto have executed this Indenture under the hands
      of their proper officers in that behalf.

     

    RED
      MILE ENTERTAINMENT, INC.

     

    Per:   /s/ 
      Ben
      Zadik                                               

     

    OLYMPIA
      TRUST COMPANY

     

    Per:  /s/ 
      Randy
      Gregory                                                                                                           

     

    Per: 
      /s/ Anne
      DeWaele                  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

                                                                         

    THIS
      IS
      SCHEDULE "A" to the Warrant Indenture made as of July 18, 2007 between RED
      MILE
      ENTERTAINMENT, INC. and OLYMPIA TRUST COMPANY as Trustee.

     

    
      
        

      



    THE
      WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID AND OF NO VALUE AS AT
      THE
      DATE THE CORPORATION COMPLETES A LIQUIDITY TRANSACTION (AS DEFINED IN THE
      INDENTURE), OR, IF NO SUCH LIQUIDITY TRANSACTION IS COMPLETED WITHIN 8 MONTHS
      OF
      THE ISSUE DATE (AS DEFINED IN THE INDENTURE), UNLESS EXERCISED BY 4:00 P.M.
      (MOUNTAIN STANDARD TIME) ON THE DATE THAT IS 18 MONTHS FROM THE ISSUE
      DATE.

     

    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 JULY 18, 2007 AND THE DATE THE CORPORATION BECAME A REPORTING ISSUER
      IN
      ANY PROVINCE OR TERRITORY OF CANADA.

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR STATE SECURITIES
      LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT
      OF RED MILE ENTERTAINMENT, INC. THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR
      OTHERWISE TRANSFERRED ONLY (A) TO RED MILE ENTERTAINMENT, INC., (B) OUTSIDE
      THE
      UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES
      ACT, (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144A UNDER THE
      SECURITIES ACT, OR (D) INSIDE THE UNITED STATES, PURSUANT TO AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
      AFTER
      PROVIDING A LEGAL OPINION REASONABLY SATISFACTORY TO RED MILE ENTERTAINMENT,
      INC.

     

    THIS
      WARRANT AND THE SECURITIES TO BE ISSUED UPON THE EXERCISE THEREOF HAVE NOT
      BEEN
      REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 AS AMENDED (THE “1933
      SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND THE WARRANTS MAY NOT BE
      EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A PERSON
      IN THE UNITED STATES OR A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE
      1933
      SECURITIES ACT) WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE
      UNITED STATES FEDERAL AND STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE
      EXEMPTION THEREFROM AND THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF
      COUNSEL TO SUCH EFFECT SATISFACTORY TO IT.

     

    WARRANT
      CERTIFICATE

     

    RED
      MILE ENTERTAINMENT, INC.

    (Incorporated
      under the laws of Delaware)

     

    
      	
              WARRANT

              CERTIFICATE
                NO. ________

            	 	
               

              _____________
                WARRANTS

              entitling
                the holder to acquire, subject to adjustment, one Common Share for
                each
                whole Warrant represented hereby

            


    

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2

     

     

    THIS
      IS
      TO CERTIFY THAT ____________________

     

    (hereinafter
      referred to as 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 ("Common Share")
      without nominal or par value of Red Mile Entertainment, Inc. (the
      "Corporation"), as such shares were constituted on July 18,
      2007, for no additional consideration to that already received by the
      Corporation, at any time and from time to time following the Vesting Date (as
      defined in the Warrant Indenture (the "Indenture") made as of
      July 18, 2007 between the Corporation and Olympia Trust Company) and until
      4:00
      p.m. (Mountain Standard Time) on the date that is 18 months from the Issue
      Date,
      as that term is defined in the Indenture, (the "Expiry
      Time").

     

    The
      right
      to acquire Common Shares may be exercised by the holder within the time set
      forth above by:

     

    
      	
              (a)  

            	
              duly
                completing and executing the Exercise Form attached hereto;
                and

            


    

     

    
      	
              (b)  

            	
              surrendering
                this Warrant Certificate and the Exercise Form to Olympia Trust Company
                (the "Trustee") at the principal office of the Trustee in
                the city of Calgary, Alberta.

            


    

     

    These
      Warrants shall be deemed to be surrendered only upon personal delivery hereof
      or, if sent by mail or other means of transmission, upon actual receipt thereof
      by the Trustee at the office referred to above.

     

    Upon
      surrender of these Warrants, the person or persons in whose name or names the
      Common Shares issuable upon exercise of the Warrants are to be issued shall
      be
      deemed for all purposes (except as provided in the Indenture hereinafter
      referred to) to be the holder or holders of record of such Common Shares and
      the
      Corporation has covenanted that it will (subject to the provisions of the
      Indenture) cause a certificate or certificates representing such Common 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 of the receipt of
      this
      Warrant Certificate, and the Exercise Form duly completed.

     

    No
      fractional Common Share will be issued upon exercise of any Warrants and the
      Corporation shall not make any payment to the holder in respect thereof,
      provided that all such fractional interests the holder would otherwise be
      entitled to if not for the foregoing shall be aggregated and, if as a result
      of
      such aggregation the holder would be entitled to one or more whole Common
      Shares, the Corporation shall cause such shares to be issued to the
      holder.

     

    The
      Common Shares issuable upon the exercise hereof have not been registered under
      the U.S. Securities Act and these Warrants may not be exercised within the
      United States or by or on behalf of any person in the United States, nor will
      certificates representing Common Shares be delivered in the United States unless
      the Common Shares are registered under the U.S. Securities Act and the
      securities laws of all applicable states of the United States or any exemption
      from such registration requirements is available.  Any person who
      exercises Warrants shall provide to the Trustee either:

     

    
      	
              (i)  

            	
              written
                certification that it was not offered and did not acquire the Warrants
                in
                the United States, such Warrant is not being exercised within the
                United
                States or on behalf of, or for the account or benefit of, a person
                in the
                United States; or

            


    

     

    
      	
              (ii)  

            	
              written
                certification that (i) it was the original purchaser in the Corporation's
                private placement of the Units pursuant to which the Warrant was
                issued,
                (ii) it acquired the Units for its own account for investment purposes
                only, and (iii) except for the fact that the Warrants are being exercised
                by the undersigned in the United States, if applicable, the
                representations and warranties made to the Corporation in connection
                with
                the acquisition of the Units remains true and correct on the date
                of such
                exercise; or

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3

     

     

    
      	
              (iii)  

            	
              a
                written opinion of counsel or other evidence satisfactory to the
                Corporation, acting reasonably, to the effect that the issuance of
                the
                Common Shares and Warrants have been registered under the U.S. Securities
                Act and applicable state securities laws or is exempt from registration
                thereunder.

            


    

     

    The
      Warrants represented by this certificate are issued under and pursuant to the
      Indenture.  Reference is made to the Indenture and any
      instruments supplemental thereto for a full description of the rights of the
      holders of the Warrants and the terms and conditions upon which the Warrants
      are, or are to be, issued and held, with the same effect as if the provisions
      of
      the Indenture and all instruments supplemental thereto were herein set
      forth.  By acceptance hereof, the holder assents to all
      provisions of the Indenture.  In the event of a conflict between the
      provisions of this Warrant Certificate and the Indenture, the provisions of
      the
      Indenture shall govern.  Capitalized terms used in the Indenture have
      the meaning herein as therein, unless otherwise defined.

     

    The
      Indenture provides that on subdivision, consolidation or reclassification of
      the
      Common Shares, the number of Common Shares issuable on the exercise of the
      Warrants will be adjusted proportionately, and that in the event of any
      reclassification or change of the Common Shares or consolidation, amalgamation
      or merger of the Corporation or any transfer of its undertaking or assets as
      an
      entirety or substantially as an entirety, a holder shall be entitled to receive
      the kind and amount of shares and other securities or property which he would
      have been entitled to receive as a result of such event if, on the effective
      date thereof, he had been the registered owner of the number of Common Shares
      to
      which he was theretofore entitled upon exercise.

     

    The
      registered holder of this Warrant Certificate may, at any time following the
      Vesting Date and prior to the Expiry Time, upon surrender hereof to the Trustee
      at its principal office in the city of Calgary, Alberta, exchange this Warrant
      Certificate for other Warrant Certificates entitling the holder to acquire,
      in
      the aggregate, the same number of Common Shares as may be acquired under this
      Warrant Certificate.

     

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

     

    The
      Indenture provides that all holders of Warrants shall be bound by any resolution
      passed at a meeting of the holders held in accordance with the provisions of
      the
      Indenture and resolutions signed by the holders of Warrants entitled to acquire
      a specified majority of the Common Shares which may be acquired pursuant to
      all
      then outstanding Warrants.

     

    The
      Warrants evidenced by this Warrant Certificate may only be transferred in
      connection with the transfer of the Common Shares which, together with the
      Warrants evidenced by this Warrant Certificate, constitute Units, as defined
      in
      the Indenture. In addition, the Warrants evidenced by this Warrant Certificate
      may only be transferred on the register kept at the offices of the Trustee
      by
      the registered holder hereof or its legal representatives or its attorney duly
      appointed by an instrument in writing in form and execution satisfactory to
      the
      Trustee, upon compliance with the conditions prescribed in the Indenture and
      upon compliance with such reasonable requirements as the Trustee may
      prescribe.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4

     

     

    This
      Warrant Certificate shall not be valid for any purpose whatever unless and
      until
      it has been certified by or on behalf of the Trustee.

     

    Time
      shall be of the essence hereof.

     

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

     

    RED
      MILE ENTERTAINMENT, INC.

     

    Per:   ____________________________                                                                   

     

    Certified
      by:

     

    OLYMPIA
      TRUST COMPANY

     

    By:         ____________________________________

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5

     

    EXERCISE
      FORM

     

    TO:           Red
      Mile Entertainment, Inc.

    Olympia
      Trust Company

     

    The
      undersigned hereby exercises the right to acquire Common Shares of Red Mile
      Entertainment, Inc. (the "Corporation") as constituted on July
      18, 2007 (or such number of other securities or property to which such Warrants
      entitle the undersigned in lieu thereof or in addition thereto under the
      provisions of the Indenture referred to in the accompanying Warrant Certificate)
      in accordance with and subject to the provisions of such Indenture.

     

    The
      Common Shares (or other securities or property) are to be issued as
      follows:

     

    Name:    
      
                                                                                                         (print
      clearly)

     

    Address
      in full:    
      

    

    


    
      
        

      

      


    

    Number
      of
      Common Shares:  
      

      
                                                                                                                        

    

    Note:  If
      further nominees intended, please attach (and initial) schedule giving these
      particulars.

     

    No
      certificates will be registered or delivered to an address in the United States
      unless Box B below is checked.

     

    The
      undersigned certifies that each of the representations and warranties made
      by
      the undersigned to the Corporation is connection with the undersigned's
      acquisition of the Warrants remains true and correct and correct on the date
      hereof.

     

    The
      undersigned represents that: [check one only]

     

    
      	
               

            	
               ̈

            	
              A

            	
              it
                is not in the United States as defined in Rule 902 of Regulation
                S under
                the United States Securities Act of 1933, as amended (the "1933
                Act"), was not offered and did not acquire the Warrants in
                the
                United States, and is not exercising the Warrant for the account
                or
                benefit of a person in the United
                States.

            


    

     

    
      	
               

            	
               ̈

            	
              B

            	
              (i)
                it was the original purchaser in the Corporation’s private placement of
                the Units pursuant to which the Warrant was issued, (ii) it acquired
                the
                Units for its own account for investment purposes only, and (iii)
                except
                for the fact that the Warrants are being exercised by the undersigned
                in
                the United States, if applicable, the representations and warranties
                made
                to the Corporation in connection with the acquisition of the Units
                remain
                true and correct on the date of this Exercise
                Form.

            


    

     

    
      	
               

            	
               ̈

            	
              C

            	
              enclosed
                herewith is an opinion of counsel to the effect that an exemption
                from
                registration under the 1933 Act and applicable state securities laws
                is
                available in connection with the exercise of the Warrants.  The
                undersigned understands such opinion must be reasonably acceptable
                to the
                Corporation, and that the exercise of the Warrants in the United
                States or
                by or for the account or benefit of a person in the United States
                is
                limited by the terms of the Warrants and the Warrant
                Indenture.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6

     

     

    Certificates
      representing Warrants issued to a subscriber who does not check Box A will
      bear
      legends restricting transfer as set forth in the Warrant Indenture.

     

    DATED
      this ____ day of __________, ________.

     

    


    ____________________________                                  
      ____________________________________

    Signature
      Guaranteed                                                                                     (Signature
      of Warrantholder)

     

    ___________________________________________

    Print
      full name

    
      ___________________________________________


    

                                              ___________________________________________

    Print
      full address

    Instructions:

     

    
      	
              1.  

            	
              The
                registered holder may exercise its right to receive Common Shares
                by
                completing this form and surrendering this form and the Warrant
                Certificate representing the Warrants being exercised to Olympia
                Trust
                Company at its principal office at Suite 2300, 125 - 9th Avenue SE,
                Calgary, Alberta, T2G 0P6.  Certificates for Common Shares will
                be delivered or mailed within five (5) business days after the exercise
                of
                the Warrants.

            


    

     

    
      	
              2.  

            	
              If
                the Exercise Form indicates that Common Shares are to be issued to
                a
                person or persons other than the registered holder of the Certificate,
                the
                signature of such holder on the Exercise Form must be guaranteed
                by an
                authorized officer of a Canadian chartered bank, Canadian trust company
                or
                member of an acceptable Medallion Guarantee Program.  The
                guarantor must affix a stamp bearing the actual words "Signature
                Guaranteed".  Please note signature guarantees are not accepted
                from Treasury Branches or Credit Unions unless they are members of
                the
                Stamp Medallion Program.  Please note that in the United States,
                signature guarantees must be done by members of the Medallion Signature
                Guarantee Program only.

            


    

     

    
      	
              3.  

            	
              If
                the Exercise Form is signed by a trustee, executor, administrator,
                curator, guardian, attorney, officer of a corporation or any person
                acting
                in a fiduciary or representative capacity, the certificate must be
                accompanied by evidence of authority to sign satisfactory to the
                Trustee
                and the Corporation.

            


    

     

    
      	
              4.  

            	
              If
                the registered holder exercises its right to receive Common Shares
                prior
                to the expiry of the "restricted period", the Common Shares will
                be
                subject to a restricted period and may be issued with a legend reflecting
                such restricted period.

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7

     

    TRANSFER
      OF WARRANTS

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers to
      ___________________________________ [name of Transferee], _________________
      [number of Warrants] Warrants of Red Mile Entertainment, Inc. (the
      "Corporation") registered in the name of the undersigned on the records of
      Olympia Trust Company represented by the Warrant Certificate attached and
      irrevocably appoints Olympia Trust Company the attorney of the undersigned
      to
      transfer the said securities on the books or register with full power of
      substitution.  The undersigned further represents and warrants that
      the Warrants to be transferred by this instrument are being transferred
      concurrently with common shares of the Corporation, originally acquired by
      private placement from the Corporation on  the date of the issuance of
      the Warrants, with each such common share and 0.2 of a Warrant constituting
      a
      "Unit".

     

    DATED
      the
      _____ day of __________, ______.

     

    


     

    


    _______________________________            __________________________________

    Signature
      Guaranteed                                                                           (Signature
      of Warrantholder)

     

    Instructions:

     

    
      	
              1.  

            	
              Signature
                of the Warrantholder must be the signature of the person appearing
                on the
                face of this Warrant Certificate.

            


    

     

    
      	
              2.  

            	
              If
                the Transfer Form is signed by a trustee, executor, administrator,
                curator, guardian, attorney, officer of a corporation or any person
                acting
                in a fiduciary or representative capacity, the certificate must be
                accompanied by evidence of authority to sign satisfactory to the
                Trustee
                and the Corporation.

            


    

     

    
      	
              3.  

            	
              The
                signature on the Transfer Form must be guaranteed by an authorized
                officer
                of a Canadian chartered bank, Canadian trust company, or member of
                an
                acceptable Medallion Guarantee Program.  The guarantor must
                affix a stamp bearing the actual words "Signature
                Guaranteed".  Please note signature guarantees are not accepted
                from Treasury Branches or Credit Unions unless they are members of
                the
                Stamp Medallion Program.  Please note that in the United States,
                signature guarantees must be done by members of the Medallion Signature
                Guarantee Program only.

            


    

     

    
      	
               

            	
              Warrants
                shall only be transferable in accordance with applicable securities
                and
                other laws and together with such number of common shares as to constitute
                a transfer of Units.