THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
     REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES
     ACT"),  OR  REGISTERED  OR  QUALIFIED  UNDER  ANY  APPLICABLE  STATE
     SECURITIES  LAWS  OR CANADIAN SECURITIES LAWS. THESE SECURITIES OR THE
     SECURITIES  ISSUABLE  UPON  EXERCISE  THEREOF  MAY  NOT BE TRANSFERRED
     UNLESS  (A)  COVERED  BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
     SECURITIES  ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE LAW
     OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS
     ARE  AVAILABLE.  AS  A  CONDITION  TO PERMITTING ANY TRANSFER OF THESE
     SECURITIES,  THE  COMPANY  MAY  REQUIRE  THAT  IT BE FURNISHED WITH AN
     OPINION  OF  COUNSEL  ACCEPTABLE  TO THE COMPANY TO THE EFFECT THAT NO
     REGISTRATION  OR QUALIFICATIONS IS LEGALLY REQUIRED FOR SUCH TRANSFER.





                                DIVERSINET CORP.
                              WARRANT CERTIFICATE
                              __________ Warrants

          This  warrant  certificate  ("Warrant Certificate") certifies that for
value received ____________ or registered assigns (the "Holder") is the owner of
the  number of warrants ("Warrants") specified above, each of which entitles the
Holder  thereof  to  purchase,  at  any  time  on  or before the Expiration Date
(hereinafter  defined)  one  fully  paid  and non-assessable common share in the
capital  of  Diversinet  Corp.,  a  corporation  incorporated  under the laws of
Ontario,  Canada  (the "Company"), at a purchase price of $0.62 per common share
in  lawful  money  of  the  United  States of America in cash or by certified or
cashier's  check  or  a  combination  of  cash and certified or cashier's check,
subject  to adjustment as hereinafter provided. The common shares in the capital
of  the  Company  are  hereinafter  referred  to  as  "Common  Shares".

     1    Warrant;  Purchase  Price
          -------------------------

          Each Warrant shall entitle the Holder to purchase one Common Share and
the  purchase  price  payable  upon  exercise of the Warrants shall initially be
$0.62  per Common Share in lawful money of the United States of America, subject
to  adjustment  as  hereinafter  provided  (the "Purchase Price").  The Purchase
Price  and  number  of  Common Shares issuable upon exercise of each Warrant are
subject  to  adjustment  as  provided  in  Section  6.

     2    Exercise;  Expiration  Date
          ---------------------------

          2.1     The  Warrants are exercisable, at the option of the Holder, at
any  time  after  issuance  and on or before the Expiration Date, upon surrender
(the  "Date  of  Exercise")  of this Warrant Certificate to the Company together
with a duly completed Notice of Exercise, in the form attached hereto as Exhibit
A-1,  and  payment  of an amount equal to the Purchase Price times the number of
Warrants  to  be  exercised.  In the event the Holder will exercise the cashless
exercise  right  pursuant  to  Section  2.2 herein, the Holder shall provide the
Company  with  a Notice of Cashless Exercise in the Form of Exhibit A-2 attached
hereto  (the  date  of  such  submission  should also deemed to be the "Exercise
Date."  The  Company  shall promptly (but in no event later than 3 business days
after  the  Date  of  Exercise)  issue  or  cause  to  be issued and cause to be
delivered  to  or upon the written order of the Holder and in such name or names
as  the  Holder may designate, a certificate for the Common Shares issuable upon
such  exercise.  Any person so designated by the Holder to receive Common Shares
shall  be deemed to have become holder of record of such Common Shares as of the
Date  of  Exercise  of  this  Warrant  Certificate.  The  Company  shall,


<PAGE>
                                     Page 2


upon request of the Holder, if available, use its best efforts to deliver Common
Shares  hereunder  electronically  through  the  Depository Trust Corporation or
another  established  clearing  corporation performing similar functions. In the
case  of  exercise  of  less  than  all the Warrants represented by this Warrant
Certificate, the Company shall cancel the Warrant Certificate upon the surrender
thereof  and shall execute and deliver a new Warrant Certificate for the balance
of  such  Warrants.

          2.2     The  Holder may surrender this Warrant to the Company together
with  a  notice  of cashless exercise, in which event the Company shall issue to
the Holder the number of Common Shares determined as follows:

     X  =  Y  [(A-B)/A]
     where:

     X = the number of Common Shares to be issued to the Holder.

     Y  =  the  number  of  Warrant  Shares  with  respect to which this Warrant
     Certificate  is  being  exercised.

     A  =  the  average  of the closing sale prices of the Common Shares for the
     trading  day  immediately  prior  to  the  Date  of  Exercise.

     B = the Exercise Price.

          For purposes of Rule 144 promulgated under the Securities Act of 1933,
it  is  intended, understood and acknowledged that the Common Shares issued in a
cashless  exercise  transaction  shall  be  deemed  to have been acquired by the
Holder,  and  the  holding  period for the Common Shares shall be deemed to have
been  commenced,  on  the  issue  date.

          2.3     The  term "Expiration Date" shall mean 5:00 p.m. New York time
on  June 15, 2006 or if such date shall in the State of New York be a holiday or
a  day  on which banks are authorized to close, then 5:00 p.m. New York time the
next  following date which in the State of New York is not a holiday or a day on
which  banks  are  authorized  to  close.

     3    Registration  and  Transfer  on  Company  Books
          -----------------------------------------------

          3.1     The  Company  shall  maintain  books  for the registration and
transfer  of the Warrants and the registration and transfer of the Common Shares
issued  upon  exercise  of  the  Warrants.

          3.2     Prior  to due presentment for registration of transfer of this
Warrant  Certificate  (upon  surrender of this Warrant Certificate together with
the  Assignment  Form  annexed  hereto  as Exhibit B, properly endorsed), or the
Common  Shares  issued  upon  exercise of the Warrants, the Company may deem and
treat  the  registered  Holder  as  the  absolute  owner  thereof.

          3.3     Neither  this  Warrant  nor  the  Common  Shares issuable upon
exercise  hereof  have  been  registered  under  the  Securities Act of 1933, as
amended  (the  "Act") or qualified under a prospectus filed under the Securities
Act  (Ontario).  The  Company  will  not  permit the transfer of this Warrant or
issue  or  transfer  the  Common Shares issuable upon exercise hereof unless (i)
there  is an effective registration covering such Warrant or such shares, as the
case  may  be, under the Act and applicable states securities laws and is exempt
from,  or  not  subject  to,  the  prospectus requirements of the Securities Act
(Ontario),  (ii)  it first receives a letter from an attorney, acceptable to the
Company's  board  of directors or its agents, stating that in the opinion of the
attorney  the  proposed  issue or transfer is exempt from registration under the
Act  and  under  all  applicable  state securities laws, and exempt from, or not
subject  to,  the  prospectus  requirements  of the Securities Act (Ontario), or
(iii)  the  transfer is made pursuant to Rule 144 under the Act, and exempt from
the  prospectus  requirements of the Securities Act (Ontario). The Company shall
register  upon  its  books any permitted transfer of a Warrant Certificate, upon
surrender  of  same  to  the  Company with a written instrument of transfer duly
executed  by  the  registered Holder or by a duly authorized attorney.  Upon any
such registration of transfer, new Warrant Certificate(s) shall be issued to the
transferee(s)  and  the surrendered Warrant Certificate shall be canceled by the
Company.  A  Warrant  Certificate  may  also  be  exchanged,  at  the  option


<PAGE>
                                     Page 3


of  the  Holder,  for new Warrant Certificates representing in the aggregate the
number of Warrants evidenced by the Warrant Certificate surrendered.

          3.4     Subject  to  Section  3.5,  at  all times this Warrant and the
securities  issuable  upon exercise hereof shall bear a legend in the form which
appears on the face page of this Warrant Certificate by which the Holder of this
Warrant and Holder of such securities shall be bound.

          3.5     This  Warrant  Certificate  or  the  securities  issuable upon
exercise  of  the  Warrants  hereof shall not be required to bear such legend if
such security shall be issued upon:

          (i)     the  transfer  or exchange of such security in the event that,
at  the  time  of  such  transfer or exchange, (A) such security shall have been
registered  under  the  Act,  the Registration Statement in connection therewith
shall have been declared effective and such security shall have been disposed of
pursuant  to  such  effective  Registration Statement and is exempt from, or not
subject  to,  the prospectus requirements of the Securities Act (Ontario) or (B)
such  security  shall have been sold in compliance with Rule 144 (or any similar
provision  then  in  force)  under  the Act in such a manner that resale of such
security  will not require registration under the Act and is exempt from, or not
subject  to,  the  prospectus  requirements  of the Securities Act (Ontario); or

          (ii)     the  transfer  or  exchange of such security not bearing, nor
otherwise  required  under  the  terms  hereof  to  bear,  such  legend.

     4    Registration  Rights
          --------------------

          This Warrant Certificate is subject to the registration rights granted
under  the  letter  agreement  between  the Company and Sunrise Securities Corp.
dated  May  9, 2003 and such registration rights shall continue until all of the
Holder's  Common  Shares  have  been  sold  in  accordance  with  an  effective
registration  statement  or  upon  the Expiration Date. The Company will pay all
registration  expenses  in  connection  therewith.

     5    Reservation  of  Shares
          -----------------------

          The  Company  covenants  that  it  will  at all times reserve and keep
available  out  of its authorized Common Shares, solely for the purpose of issue
upon  exercise  of  the  Warrants, such number of Common Shares as shall then be
issuable  upon  the  exercise of all outstanding Warrants. The Company covenants
that  all  Common  Shares  which shall be issuable upon exercise of the Warrants
shall  be duly and validly issued and, upon payment for such shares as set forth
herein, fully paid and non-assessable and free from all taxes, liens and charges
with  respect  to  the  issue  thereof  (other than any taxes, liens, or charges
resulting  from  any  action  or inaction of the Holder), and that upon issuance
such  shares  shall  be  listed on each national securities exchange, if any, on
which  the  other  Common  Shares  are  then  listed.

     6    Loss or Mutilation
          ------------------

          Upon receipt by the Company of reasonable evidence of the ownership of
and  the  loss, theft, destruction or mutilation of any Warrant Certificate and,
in  the case of loss, theft or destruction, of indemnity reasonably satisfactory
to  the  Company, or, in the case of mutilation, upon surrender and cancellation
of  the  mutilated Warrant Certificate, the Company shall execute and deliver in
lieu thereof a new Warrant Certificate representing an equal number of Warrants.

     7    Adjustment of Purchase Price and Number of Shares Deliverable
          -------------------------------------------------------------

          7.1     The  number  of Common Shares purchasable upon the exercise of
each  Warrant  (such  shares being referred to in this Section 7 as the "Warrant
Shares")  and  the  Purchase  Price  with respect to the Warrant Shares shall be
subject  to  adjustment  as  follows:


<PAGE>
                                     Page 4


          (a)     In  case  the  Company  shall (i) declare a dividend or make a
distribution  on  its Common Shares payable in shares of its capital stock, (ii)
subdivide  its  outstanding  Common Shares through stock split, reverse split or
otherwise,  (iii) combine its outstanding Common Shares into a smaller number of
Common Shares, or (iv) issue by reclassification of its Common Shares (including
any  such reclassification in connection with a consolidation or merger in which
the  Company is the continuing corporation) other securities of the Company, the
number and/or nature of Warrant Shares purchasable upon exercise of each Warrant
immediately prior thereto shall be adjusted so that the Holder shall be entitled
to  receive  the  kind  and  number of Warrant Shares or other securities of the
Company  which  he  would  have owned or have been entitled to receive after the
happening  of any of the events described above, had such Warrant been exercised
immediately prior to the happening of such event or any record date with respect
thereto.  An  adjustment  made  pursuant  to  this  paragraph  (a)  shall become
effective  retroactively  as  of  the  record  date  of  such  event.

          (b)     In case the Company shall issue rights, options or warrants or
securities  convertible  into  Common Shares to the holders of its Common Shares
generally,  entitling  them  (for  a period expiring within forty-five (45) days
after  the record date referred to below in this paragraph (b)) to subscribe for
or purchase Common Shares at a price per share which (together with the value of
the  consideration,  if  any,  paid  for  such  rights,  options,  warrants  or
convertible  securities)  is lower on the record date referred to below than 95%
of  the  then  Market  Price Per Common Share (as determined pursuant to Section
9.2),  the  number of Warrant Shares thereafter purchasable upon the exercise of
each  Warrant  shall  be  determined by multiplying the number of Warrant Shares
immediately theretofore purchasable upon exercise of each Warrant by a fraction,
of  which the numerator shall be the number of Common Shares outstanding on such
record  date  plus  the number of additional Common Shares purchased pursuant to
such  offer,  and  of which the denominator shall be the number of Common Shares
outstanding  on  such  record date plus the number of shares which the aggregate
offering  price of the total number of Common Shares so purchased (together with
the  value of the consideration, if any, paid for such rights, options, warrants
or  convertible  securities)  would purchase at the then Market Price Per Common
Share.  Such  adjustment  shall  be  made at the expiration of the period during
which  such rights, options, warrants or convertible securities may be exercised
or converted, as the case may be, and shall become effective retroactively as of
the  record  date for the determination of shareholders entitled to receive such
rights,  options,  warrants  or  convertible  securities.

          (c)     In  case  the  Company  shall distribute to all holders of its
Common  Shares,  or all holders of Common Shares shall otherwise become entitled
to  receive,  shares  in  the  capital  of  the Company (other than dividends or
distributions  on  its  Common  Shares  referred  to  in  paragraph  (a) above),
evidences  of  its  indebtedness  or  rights,  options,  warrants or convertible
securities  providing  the  right to subscribe for or purchase any shares in the
capital  of the Company or evidences of its indebtedness (other than any rights,
options, warrants or convertible securities referred to in paragraph (b) above),
then  in  each case the number of Warrant Shares thereafter purchasable upon the
exercise  of  each  Warrant  shall  be  determined  by multiplying the number of
Warrant  Shares  theretofore purchasable upon the exercise of each Warrant, by a
fraction, of which the numerator shall be the then Market Price Per Common Share
(as  determined  pursuant  to Section 9.2) on the record date mentioned below in
this  paragraph (c), and of which the denominator shall be the then Market Price
Per  Common  Share  on  such record date, less the then fair value per share (as
determined  by  the  Board  of  Directors  of the Company, in good faith) of the
shares  in  the  capital of the Company (other than Common Shares), evidences of
indebtedness,  or  of  such rights, options, warrants or convertible securities,
distributable  with respect to each Common Share.  Such adjustment shall be made
whenever any such distribution is made, and shall become effective retroactively
as  of the record date for the determination of shareholders entitled to receive
such  distribution.

          (d)     In  the  event  of  any  capital  reorganization  or  any
reclassification  (not  otherwise  referred  to  in  paragraph (a) above) of the
capital  stock  of  the Company or in case of the consolidation or merger of the
Company  with another corporation (other than a consolidation or merger in which
the  outstanding shares of the Company's Common Shares are not converted into or
exchanged  for  other rights or interests), or in the case of any sale, transfer
or  other  disposition  to  another  corporation of all or substantially all the
properties  and  assets  of  the  Company,  the  Holder  of  each  Warrant shall
thereafter  be  entitled  to  purchase  (and  it  shall  be  a  condition to the
consummation  of  any  such  reorganization,  reclassification,  consolidation,
merger, sale, transfer or other disposition that appropriate provisions shall be
made  so that such Holder shall thereafter be entitled to purchase) the kind and
amount  of  shares  and other securities and property (including cash) which the
Holder  would  have  been  entitled  to  receive  had  such


<PAGE>
                                     Page 5


Warrants  been  exercised  immediately  prior  to  the  effective  date  of such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition;  and  in any such case appropriate adjustments shall be made in the
application  of  the  provisions  of  this  Section 7 with respect to rights and
interest thereafter of the Holder of the Warrants to the end that the provisions
of  this Section 7 shall thereafter be applicable, as near as reasonably may be,
in  relation  to  any  shares  or other property thereafter purchasable upon the
exercise  of the Warrants. The provisions of this Section 7.1(d) shall similarly
apply to successive reorganizations, reclassifications, consolidations, mergers,
sales,  transfers  or  other  dispositions.

          (e)     Whenever  the  number  of  Warrant Shares purchasable upon the
exercise  of  each  Warrant  is  adjusted,  as provided in this Section 7.1, the
Purchase  Price  with  respect  to  the  Warrant  Shares  shall  be  adjusted by
multiplying  such  Purchase  Price  immediately  prior  to  such adjustment by a
fraction,  of  which  the  numerator  shall  be  the  number  of  Warrant Shares
purchasable  upon  the  exercise  of  each  Warrant  immediately  prior  to such
adjustment,  and  of which the denominator shall be the number of Warrant Shares
so  purchasable  immediately  thereafter.

          7.2     In  the  event the Company shall declare a dividend, or make a
distribution  to  the  holders  of its Common Shares generally, whether in cash,
property  or  assets  of  any  kind,  including any dividend payable in stock or
securities of any other issuer owned by the Company (excluding regularly payable
cash dividends declared from time to time by the Company's Board of Directors or
any  dividend  or  distribution referred to in Section 7.1(a) or (c) above), the
Purchase  Price  of each Warrant shall be reduced, without any further action by
the  parties  hereto,  by  the  Per  Share Value (as hereinafter defined) of the
dividend.  For  purposes  of  this  Section 7.2, the "Per Share Value" of a cash
dividend or other distribution shall be the dollar amount of the distribution on
each  Common  Share  and  the  "Per Share Value" of any dividend or distribution
other  than  cash  shall  be  equal  to  the  fair market value of such non-cash
distribution  on  each  Common Share as determined in good faith by the Board of
Directors  of  the  Company.

          7.3     Whenever  the  number  of  Warrant Shares purchasable upon the
exercise  of  each  Warrant  or  the  Purchase  Price  of such Warrant Shares is
adjusted,  as  herein  provided,  the  Company  shall mail to the Holder, at the
address  of  the  Holder  shown  on  the  books of the Company, a notice of such
adjustment or adjustments, prepared and signed by the Chief Financial Officer or
Secretary  of  the  Company,  which  sets  forth  the  number  of Warrant Shares
purchasable  upon  the  exercise  of each Warrant and the Purchase Price of such
Warrant  Shares  after such adjustment, a brief statement of the facts requiring
such  adjustment  and  the  computation  by  which  such  adjustment  was  made.

          7.4     In  the  event that at any time prior to the expiration of the
Warrants  and  prior  to  their  exercise:


          (a)     the  Company shall declare any distribution (other than a cash
dividend  or a dividend payable in securities of the Company with respect to the
Common  Shares);  or

          (b)     the  Company  shall  offer  for subscription to the holders of
Common  Shares  any  additional  shares  of  any  class  or any other securities
convertible into Common Shares or any rights to subscribe thereto; or

          (c)     the  Company  shall  declare  any stock split, stock dividend,
subdivision,  combination,  or  similar  distribution with respect to the Common
Shares,  regardless of the effect of any such event on the outstanding number of
shares  of  Common  Shares;  or

          (d)     the  Company  shall  declare a dividend, other than a dividend
payable in shares of the Company's own Common Shares; or

          (e)     there  shall be any capital change in the Company as set forth
in  Section  7.1(d);  or

          (f)     there  shall  be  a  voluntary  or  involuntary  dissolution,
liquidation,  or  winding  up  of  the  Company (other than in connection with a
consolidation,  merger,  or  sale  of  all or substantially all of its property,
assets  and  business  as  an  entity);


<PAGE>
                                     Page 6


(each  such  event hereinafter being referred to as a "Notification Event"), the
Company  shall  cause to be mailed to the Holder, not less than twenty (20) days
prior  to  the  record  date, if any, in connection with such Notification Event
(provided,  however,  that  if  there  is no record date, or if twenty (20) days
prior notice is impracticable, as soon as practicable) written notice specifying
the  nature  of  such  event and the effective date of, or the date on which the
books  of  the  Company  shall close or a record shall be taken with respect to,
such  event.  Such  notice  shall  also set forth facts indicating the effect of
such  action (to the extent such effect may be known at the date of such notice)
on  the Purchase Price and the kind and amount of the shares or other securities
or  property deliverable upon exercise of the Warrants.  For purposes here of, a
business  day  shall mean any day other than a Saturday, Sunday or any other day
in  which  commercial  banks are authorized by law to be closed in New York, New
York.

          7.5     The form of Warrant Certificate need not be changed because of
any change in the Purchase Price, the number of Warrant Shares issuable upon the
exercise  of  a  Warrant  or the number of Warrants outstanding pursuant to this
Section 7, and Warrant Certificates issued before or after such change may state
the  same  Purchase  Price,  the same number of Warrants, and the same number of
Warrant  Shares  issuable upon exercise of Warrants as are stated in the Warrant
Certificates  theretofore  issued  pursuant to this Agreement.  The Company may,
however,  at  any  time,  in its sole discretion, make any change in the form of
Warrant  Certificate  that  it may deem appropriate and that does not affect the
substance  thereof,  and  any  Warrant  Certificates  thereafter  issued  or
countersigned,  whether  in  exchange or substitution for an outstanding Warrant
Certificate or otherwise, may be in the form as so changed.

     8    Voluntary  Adjustment  by  the  Company
          ---------------------------------------

          The  Company  may,  at  its option, at any time during the term of the
Warrants,  reduce  the  then  current  Purchase  Price  to  any  amount  deemed
appropriate  by  the Board of Directors of the Company and/or extend the date of
the  expiration  of  the  Warrants.

     9    Fractional  Shares  and  Warrants;  Determination  of Market Price Per
          ----------------------------------------------------------------------
Share
-----

          9.1     Anything contained herein to the contrary notwithstanding, the
Company  shall  not  be  required  to  issue  any  fraction of a Common Share in
connection with the exercise of Warrants.  Warrants may not be exercised in such
number  as  would  result  (except  for the provisions of this paragraph) in the
issuance  of  a  fraction  of a Common Share unless the Holder is exercising all
Warrants  then  owned by the Holder.  In such event, the Company shall, upon the
exercise  of  all  of  such  Warrants, issue to the Holder the largest aggregate
whole  number  of  Common Shares called for thereby upon receipt of the Purchase
Price  for  all  of  such  Warrants and pay a sum in cash equal to the remaining
fraction  of  a  Common  Share,  multiplied  by  its  Market Price Per Share (as
determined  pursuant to Section 9.2 below) as of the last business day preceding
the  date  on  which  the  Warrants  are  presented  for  exercise.

          9.2     As  used  herein, the "Market Price Per Share" with respect to
any  date  shall  mean  the  average closing price per share of Company's Common
Shares  for  the five trading days immediately preceding such date.  The closing
price  for each such day shall be the last sale price regular way or, in case no
such  sale  takes  place  on  such day, the average of the closing bid and asked
prices regular way, in either case on the principal securities exchange on which
the  Common Shares are listed or admitted to trading, the last sale price, or in
case  no  sale takes place on such day, the average of the closing bid and asked
prices of the Common Shares on Nasdaq or any comparable system, or if the Common
Shares  is  not  reported  on  Nasdaq or a comparable system, the average of the
closing  bid  and  asked  prices  as  furnished  by  two members of the National
Association  of  Securities  Dealers,  Inc.  selected  from  time to time by the
Company  for that purpose.  If such bid and asked prices are not available, then
"Market  Price  Per  Share"  shall  be  equal  to  the  fair market value of the
Company's Common Shares as determined in good faith by the Board of Directors of
the  Company.

     10   Indemnification
          ---------------

          10.1      Indemnification  by  the  Company.  The  Company  shall,
                    ---------------------------------
notwithstanding  any termination of this Warrant Certificate, indemnify and hold
harmless  each  Holder,  the  officers,  directors,  agents  (including  any
underwriters  retained  by  such Holder in connection with the offer and sale of
Common  Shares),  investment advisors and employees of each of them, each Person
who  controls  any  such  Holder  (within  the  meaning  of  Section  15  of the


<PAGE>
                                     Page 7


Act  or  Section 20 of the Exchange Act) and the officers, directors, agents and
employees  of  each  such controlling Person, to the fullest extent permitted by
applicable  law,  from  and against any and all joint or several losses, claims,
damages, liabilities, costs (including, without limitation, costs of preparation
and  attorneys'  fees)  and  expenses  (collectively,  together  with  actions,
proceedings  or  inquiries  by  any  regulatory or self-regulatory organization,
whether  commenced  or  threatened,  "Losses"),  as  incurred, arising out of or
relating  to  (i)  any  untrue  or  alleged  untrue statement of a material fact
contained  in  the  Registration  Statement,  any  Prospectus  or  any  form  of
prospectus  or  in  any  amendment  or  supplement thereto or in any preliminary
Prospectus, or arising out of or relating to any omission or alleged omission of
a  material  fact  required  to  be  stated  therein  or  necessary  to make the
statements  therein  (in  the  case  of  any Prospectus or form of prospectus or
supplement  thereto,  in  light of the circumstances under which they were made)
not  misleading,  except to the extent, but only to the extent, that such untrue
statements or omissions are based solely upon and in conformity with information
regarding  such  Holder  furnished  in  writing  to  the  Company by such Holder
expressly  for  use  therein,  which information was reasonably relied on by the
Company  for  use therein or to the extent that such information relates to such
Holder or such Holder's proposed method of distribution of Common Shares and was
reviewed  and  expressly approved in writing by such Holder expressly for use in
the Registration Statement, such Prospectus or such form of prospectus or in any
amendment  or  supplement  thereto  (provided  that  the  Company  amended  any
disclosure  with  respect to the method of distribution upon written notice from
the Holders that such section of the Prospectus should be revised in any way) or
(ii)  any violation or alleged violation by the Company of the Act, the Exchange
Act,  any other law, including, without limitation, any state securities law, or
any  rule  or  regulation  thereunder  relating  to  the offer or sale of Common
Shares.  The  Company shall not, however, be liable for any Losses to any Holder
with  respect  to  any  untrue  or  alleged untrue statement of material fact or
omission  or alleged omission of material fact if such statement or omission was
made  in  a preliminary Prospectus and such Holder did not receive a copy of the
final  Prospectus  (or  any  amendment or supplement thereto) at or prior to the
confirmation of the sale of the Common Shares in any case where such delivery is
required  by the Act and the untrue or alleged untrue statement of material fact
or  omission  or alleged omission of material fact contained in such preliminary
Prospectus was corrected in the final Prospectus (or any amendment or supplement
thereto),  unless  the  failure  to deliver such final Prospectus (as amended or
supplemented)  was  a  result  of noncompliance by the Company with the terms of
this  Warrant  Certificate. The Company shall notify the Holders promptly of the
institution, threat or assertion of any Proceeding of which the Company is aware
in  connection  with  the transactions contemplated by this Warrant Certificate.

          10.2      Indemnification  by  Holders.  Each  Holder shall, severally
                    ----------------------------
and  not  jointly,  indemnify  and  hold  harmless  the  Company, the directors,
officers, agents and employees, each Person who controls the Company (within the
meaning  of  Section  15 of the Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents  or  employees of such controlling Persons, to the
fullest  extent  permitted  by  applicable  law, from and against all Losses, as
incurred,  arising  solely out of or based solely upon any untrue statement of a
material  fact  contained  in the Registration Statement, any Prospectus, or any
form  of  prospectus, or arising solely out of or based solely upon any omission
of  a  material  fact  required  to  be  stated therein or necessary to make the
statements  therein  not  misleading to the extent, but only to the extent, that
such  untrue  statement or omission is contained in any information so furnished
in  writing  by  such  Holder  to  the Company specifically for inclusion in the
Registration  Statement  or  such  Prospectus  and  that  such  information  was
reasonably  relied  upon  by  the Company for use in the Registration Statement,
such  Prospectus  or  such  form  of  prospectus  or  to  the  extent  that such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution of Common Shares and was reviewed and expressly approved in writing
by  such Holder expressly for use in the Registration Statement, such Prospectus
or  such  form  of  prospectus;  provided, however, that the indemnity agreement
                                 --------  -------
contained  in this Section 10.2 shall not apply to amounts paid in settlement of
any  Losses  if such settlement is effected without the prior written consent of
such Holder.  In no event shall the liability of any selling Holder hereunder be
greater  in  amount  than the dollar amount of the net proceeds received by such
Holder  upon  the  sale of the Common Shares giving rise to such indemnification
obligation.

          10.3      Conduct  of  Indemnification Proceedings.  If any Proceeding
                    ----------------------------------------
shall  be brought or asserted against any Person entitled to indemnity hereunder
(an  "Indemnified  Party"),  such  Indemnified  Party  promptly shall notify the
Person  from whom indemnity is sought (the "Indemnifying Party") in writing, and
the  Indemnifying  Party  shall  assume  the  defense  thereof,  including  the
employment  of  counsel reasonably satisfactory to the Indemnified Party and the
payment  of  all  fees and expenses incurred in connection with defense thereof;
provided, however, that the failure of any Indemnified Party to give such notice
--------  -------
shall  not  relieve  the  Indemnifying  Party  of its obligations or liabilities
pursuant  to  this  Warrant Certificate, except (and only) to the extent that it
shall  be  finally  determined  by  a  court  of  competent  jurisdiction (which
determination  is  not  subject  to  appeal or further review) that such failure
shall  have  proximately  and  materially  adversely prejudiced the Indemnifying
Party.


<PAGE>
                                     Page 8


          An  Indemnified  Party shall have the right to employ separate counsel
in  any  such Proceeding and to participate in the defense thereof, but the fees
and  expenses  of such counsel shall be at the expense of such Indemnified Party
or  Parties unless: (i) the Indemnifying Party has agreed in writing to pay such
fees  and expenses, or (ii) the Indemnifying Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory  to  such  Indemnified  Party  in any such Proceeding, or (iii) the
named  parties  to any such Proceeding (including any impleaded parties) include
both  such  Indemnified  Party  and the Indemnifying Party, and such Indemnified
Party  shall  have been advised by counsel that a conflict of interest is likely
to  exist  if  the same counsel were to represent such Indemnified Party and the
Indemnifying  Party  (in  which  case,  if  such  Indemnified Party notifies the
Indemnifying  Party  in writing that it elects to employ separate counsel at the
expense  of  the  Indemnifying  Party, the Indemnifying Party shall not have the
right  to assume the defense thereof and such counsel shall be at the reasonable
expense  of the Indemnifying Party).  The Indemnifying Party shall not be liable
for  any settlement of any such Proceeding effected without its written consent,
which  consent shall not be unreasonably withheld.  No Indemnifying Party shall,
without  the  prior  written  consent  of  the  Indemnified  Party,  effect  any
settlement  of  any pending Proceeding in respect of which any Indemnified Party
is  a  party,  unless  such settlement includes an unconditional release of such
Indemnified  Party  from  all liability on claims that are the subject matter of
such  Proceeding.

          All  fees  and expenses of the Indemnified Party (including reasonable
fees  and  expenses  to  the extent incurred in connection with investigating or
preparing  to  defend  such  Proceeding  in  a manner not inconsistent with this
Section)  shall  be  paid to the Indemnified Party, as incurred, within ten (10)
Business  Days of written notice thereof to the Indemnifying Party, which notice
shall  be  delivered  no  more frequently than on a monthly basis (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification  hereunder;  provided,  that  the Indemnifying Party may require
                             --------
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the  extent  it  is finally judicially determined that such Indemnified Party is
not  entitled  to  indemnification  hereunder).

          10.4      Contribution.  If  a claim for indemnification under Section
                    ------------
10.1  or  10.2  is  unavailable  to an Indemnified Party because of a failure or
refusal  of a court of competent jurisdiction to enforce such indemnification in
accordance  with  its terms (by reason of public policy or otherwise), then each
Indemnifying  Party,  in  lieu  of  indemnifying  such  Indemnified Party, shall
contribute  to  the amount paid or payable by such Indemnified Party as a result
of  such  Losses,  in  such proportion as is appropriate to reflect the relative
fault  of  the  Indemnifying  Party and Indemnified Party in connection with the
actions,  statements  or  omissions  that resulted in such Losses as well as any
other  relevant  equitable  considerations.  The  relative  fault  of  such
Indemnifying  Party  and  Indemnified Party shall be determined by reference to,
among  other  things,  whether  any  action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such  Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge,  access  to  information  and  opportunity to correct or prevent such
action,  statement  or  omission.  The  amount  paid  or payable by a party as a
result  of any Losses shall be deemed to include, subject to the limitations set
forth  in  Section  5(c),  any reasonable attorneys' or other reasonable fees or
expenses  incurred by such party in connection with any Proceeding to the extent
such  party  would  have  been  indemnified  for  such  fees  or expenses if the
indemnification  provided  for  in  this  Section was available to such party in
accordance with its terms.   In no event shall any selling Holder be required to
contribute  an  amount  under  this  Section 10.3, in excess of the net proceeds
received  by  such  Holder  upon  sale  of  the  Common  Shares  pursuant to the
Registration  Statement  giving  rise  to  such  contribution  obligation.

          The  parties  hereto  agree that it would not be just and equitable if
contribution  pursuant  to  this  Section  10.4  were  determined  by  pro  rata
allocation  or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
No  Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f)  of the Act) shall be entitled to contribution from any Person who was not
guilty  of  such  fraudulent  misrepresentation.

          The  indemnity  and  contribution agreements contained in this Section
are  in  addition to any liability that the Indemnifying Parties may have to the
Indemnified  Parties.


<PAGE>
                                     Page 9


     11   Governing  Law
          --------------

          This  Warrant  Certificate  shall  be  governed  by  and  construed in
accordance  with  the  laws  of  the  Province  of  Ontario.

          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be  duly  executed  by  its officers thereunto duly authorized and its corporate
seal  to  be  affixed  hereon,  as  of  this  _______  day  of  June,  2003.



                                    DIVERSINET  CORP.



                                    By:  __________________________________
                                         Name:  David Hackett
                                         Title: Chief Financial Officer


<PAGE>
                                    Page 10


                                                                     EXHIBIT A-1
                               NOTICE OF EXERCISE

     The  undersigned hereby irrevocably elects to exercise, pursuant to Section
2.1  of  the  Warrant  Certificate accompanying this Notice of Exercise, _______
Warrants  of  the  total number of Warrants owned by the undersigned pursuant to
the accompanying Warrant Certificate, and herewith makes payment of the Purchase
Price  of  such  shares  in  full.




                                          ________________________________



                                          ________________________________
                                          Signature

                                          Address:

                                          ________________________________

                                          ________________________________

                                          ________________________________


<PAGE>
                                    Page 11


                                                                     EXHIBIT A-2

                             CASHLESS EXERCISE FORM
                    (To be executed upon exercise of Warrant
                        pursuant to Section 2.02(a)(ii))

     The  undersigned  hereby  irrevocably  elects  to surrender its Warrant for
_________  Common  Shares  pursuant  to  the Cashless Exercise provisions of the
within  Warrant,  as  provided  for  in Section 2.2 of such Warrant Certificate.

     If  said  number  of  shares  shall  not  be all the shares exchangeable or
purchasable  under the within Warrant, a new Warrant is to be issued in the name
of  the  undersigned  for  the  balance  remaining  of  the  shares  purchasable
thereunder.

     Please  issue  a  certificate or certificates for such Common Shares in the
name  of,  and  pay  cash  for  fractional  shares  to:

                            Name:  ________________________________________
                            (Please Print name, Address and Social Security No.)

                            Address:_______________________________________
                            _______________________________________________
                            _______________________________________________

                            Social  Security  Number:______________________

                            Signature:_____________________________________
                            NOTE:  The  above  signature  should  correspond
                            exactly  with  the  name on the first page of this
                            Warrant or with the name of the assignee appearing
                            in  the  assignment  form  below.


<PAGE>
                                    Page 12


                                                                       EXHIBIT B

                               FORM OF ASSIGNMENT
           [TO BE COMPLETED AND SIGNED ONLY UPON TRANSFER OF WARRANT]

     FOR  VALUE  RECEIVED,  the  undersigned hereby sells, assigns and transfers
unto ___________________ the right represented by the within Warrant to purchase
____________  shares  of  Common  Shares  of Diversinet Corp., Inc. to which the
within  Warrant  relates and appoints ________________ attorney to transfer said
right  on  the books of Diversinet Corp., with full power of substitution in the
premises.

     Dated:

     _______________,  ____


                              _______________________________________
                              (Signature must conform in all respects to name of
                              holder as specified on the face of the Warrant)


                              _______________________________________
                              Address  of  Transferee

                              _______________________________________

                              _______________________________________



     In  the  presence  of:

     __________________________


<PAGE>