EXHIBIT  4.13  FORM  OF  WARRANT  FOR  SHORT  FORM  OFFERING

                                   ----------











                       SHARE PURCHASE WARRANT CERTIFICATE
                       ==================================











                                      FROM:
                                      ----


                       STOCKGROUP INFORMATION SYSTEMS INC.
                       -----------------------------------




                                       TO:
                                       --


                                [WARRANT HOLDER]
                                ----------------








                       STOCKGROUP INFORMATION SYSTEMS INC.
                       -----------------------------------
                        Suite 500, 750 West Pender Street
                      Vancouver, British Columbia, V6C 2T7

                                   ----------


                                      150
<PAGE>

                       SHARE PURCHASE WARRANT CERTIFICATE
                       ==================================

                                                                     No. [seq.].
                                                                     -----------

                       STOCKGROUP INFORMATION SYSTEMS INC.
                       -----------------------------------
         (Incorporated under the laws of the State of Colorado, U.S.A.)


                             SHARE PURCHASE WARRANT
                             ----------------------
                                 (the "Warrant")


          THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE MAY NOT BE OFFERED,
          ----------------------------------------------------------------------
SOLD,  TRANSFERRED,  PLEDGED  OR  HYPOTHECATED  IN  THE UNITED STATES OR TO U.S.
   -----------------------------------------------------------------------------
PERSONS  FOR  A  PERIOD  OF UP TO ONE YEAR FROM THE DATE OF ISSUANCE UNLESS SUCH
   -----------------------------------------------------------------------------
OFFER,  SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS MADE PURSUANT TO REGISTRATION
   -----------------------------------------------------------------------------
OR  AN  APPLICABLE  EXEMPTION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
--------------------------------------------------------------------------------
AMENDED  (THE  "1933  ACT").  IN  ADDITION,  THE  SECURITIES REPRESENTED BY THIS
--------------------------------------------------------------------------------
CERTIFICATE  HAVE  NOT  BEEN  REGISTERED  UNDER  THE 1933 ACT OR THE LAWS OF ANY
--------------------------------------------------------------------------------
STATE,  AND  WILL BE ISSUED PURSUANT TO REGULATION S, WHICH IS AN EXEMPTION FROM
--------------------------------------------------------------------------------
REGISTRATION UNDER THE 1933 ACT.  THE SECURITIES REPRESENTED BY THIS CERTIFICATE
--------------------------------------------------------------------------------
MAY  NOT  BE  OFFERED,  SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE UNITED
--------------------------------------------------------------------------------
STATES  OR  TO  U.S. PERSONS PRIOR TO THE END OF A ONE-YEAR PERIOD COMMENCING ON
--------------------------------------------------------------------------------
THE LATER OF (I) THE DATE THE SECURITIES ARE FIRST OFFERED TO PERSONS OTHER THAN
--------------------------------------------------------------------------------
DISTRIBUTORS  (AS  DEFINED  IN REGULATION S OF THE 1933 ACT) OR (II) THE DATE OF
--------------------------------------------------------------------------------
THE  FINAL  CLOSING OF THE OFFERING OF THE SECURITIES BY THE ISSUER, UNLESS SUCH
--------------------------------------------------------------------------------
OFFER,  SALE,  TRANSFER,  PLEDGE OR HYPOTHECATION (A) IS MADE IN ACCORDANCE WITH
--------------------------------------------------------------------------------
THE  PROVISIONS  OF  REGULATION  S OR (B) IS MADE PURSUANT TO REGISTRATION OR AN
--------------------------------------------------------------------------------
APPLICABLE  EXEMPTION  UNDER  THE  1933  ACT.  IN ADDITION, HEDGING TRANSACTIONS
--------------------------------------------------------------------------------
INVOLVING  THE  SECURITIES  REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED
--------------------------------------------------------------------------------
UNLESS  IN  COMPLIANCE  WITH  THE  1933 ACT.  THE SECURITIES REPRESENTED BY THIS
--------------------------------------------------------------------------------
CERTIFICATE  ARE  DEEMED  "RESTRICTED SECURITIES" UNDER RULE 905 OF REGULATION S
--------------------------------------------------------------------------------
AND  UNDER RULE 144 OF THE 1933 ACT.  AFTER A ONE-YEAR PERIOD HAS ELAPSED AS SET
--------------------------------------------------------------------------------
OUT  ABOVE, A PURCHASER OF SECURITIES REPRESENTED BY THIS CERTIFICATE MAY OFFER,
--------------------------------------------------------------------------------
SELL, TRANSFER, PLEDGE OR HYPOTHECATE SUCH SECURITIES IN THE UNITED STATES OR TO
--------------------------------------------------------------------------------
U.S. PERSONS PURSUANT TO THE PROVISIONS OF RULE 144(E) OF THE 1933 ACT (WHICH IS
--------------------------------------------------------------------------------
MORE  COMMONLY KNOWN AS THE "DRIBBLE OUT" PERIOD STARTING FROM THE 13TH MONTH TO
--------------------------------------------------------------------------------
THE  24TH  MONTH  OF  OWNERSHIP  OF  SUCH  SECURITIES).  THIS WARRANT MAY NOT BE
--------------------------------------------------------------------------------
EXERCISED  BY OR ON BEHALF OF A U.S. PERSON UNLESS REGISTERED UNDER THE 1933 ACT
--------------------------------------------------------------------------------
OR  AN  EXEMPTION  FROM  SUCH  REGISTRATION  IS  AVAILABLE.
-----------------------------------------------------------


          THIS  IS  TO  CERTIFY  THAT, for value received, [FULL NAME OF WARRANT
          ---------------------------                      ---------------------
HOLDER],  of  [FULL  ADDRESS OF HOLDER] (the "Holder"), is the owner of [NUMBER]
-------                                                                 --------
share  purchase  warrants  (each  a  "Warrant").  Each  two Warrants entitle the
Holder to purchase one fully paid and non-assessable share of no par value (each
a  "Share")  of STOCKGROUP INFORMATION SYSTEMS INC. (the "Issuer") at a purchase
                -----------------------------------
price  of  $0.75  per  Share if subscribed for on or before 4:00 p.m. (Vancouver
           -----


                                      151
<PAGE>

time)  on  JUNE  4,  2004  (the  "Time  of  Expiry").  This  Warrant Certificate
           --------------
(sometimes  herein called "this Warrant") is subject to the terms and conditions
contained  hereinbelow together with the terms and conditions which are attached
to  this  Warrant  as  Schedule  "A".


          The  aforesaid right to purchase Shares may be exercised by the Holder
at  anytime  and  from  time  to  time  prior  to the Time of Expiry (i) by duly
completing  in the manner indicated and executing the subscription form attached
hereto,  (ii)  by  surrendering  this Warrant to either the Issuer or to Pacific
Corporate  Trust  Company,  at their respective and principal offices located in
Vancouver,  British Columbia, and (iii) by paying the appropriate purchase price
for  the  Shares  subscribed  for either in cash or by certified cheque or money
order  payable  at  par  to  the  order  of the Issuer.  Upon said surrender and
payment  the Issuer will issue to the Holder the number of Shares subscribed for
and  said  Holder  will  become  a  shareholder or shareholders of the Issuer in
respect  of the Shares as of the date of such surrender and payment.  Subject to
the  terms  and  conditions  of  this  Warrant,  the  Issuer  will,  as  soon as
practicable  after  said surrender and payment, mail to the person or persons at
the  address  or  addresses  specified in the subscription form a certificate or
certificates evidencing the Shares subscribed for.  If the Holder subscribes for
a lesser number of Shares than the number of Shares referred to in this Warrant,
the  Holder  shall be entitled to receive a further Warrant in respect of Shares
not  subscribed  for.


          The  Holder may surrender this Warrant to either the Issuer or Pacific
Corporate  Trust  Company,  at their respective and principal offices located in
Vancouver,  British Columbia, in exchange for new certificates representing this
Warrant  entitling  the  Holder  to purchase in the aggregate the same number of
Shares  referred  to  in  this  Warrant.


     The  Holder  hereof  and  the  Issuer,  by  acceptance and issuance of this
Warrant, agree that this Warrant and all rights hereunder may not be transferred
or  assigned.  Nothing  contained  herein shall confer any right upon the Holder
hereof  or  any other person to subscribe for or purchase any Shares at any time
subsequent  to  4:00  p.m.  (Vancouver time) on JUNE 4, 2004 and, from and after
                                                ------------
such  time, this Warrant and all rights hereunder shall be void and of no value.
This  Warrant  shall  not  constitute  the  holder  a  member  of  the  Issuer.


          This  Warrant  is  also  subject to the terms and conditions which are
attached  to this Warrant as Schedule "A".  Time shall be of the essence hereof.


                                      152
<PAGE>

          IN  WITNESS WHEREOF STOCKGROUP INFORMATION SYSTEMS INC. has caused its
          -------------------------------------------------------
common  seal  to  be  affixed  and  this  Warrant to be signed by its authorized
representative  effective  on  this  4th  day  of  June,  2003.


          Signed  by:

                           STOCKGROUP  INFORMATION  SYSTEMS  INC.
                           --------------------------------------

          (c/s)
               Per:        --------------------------------------
                                       Authorized  Signatory


                                      153
<PAGE>

                              FORM OF SUBSCRIPTION
                              --------------------



To:          STOCKGROUP  INFORMATION  SYSTEMS  INC.
             --------------------------------------

And  to:     PACIFIC  CORPORATE  TRUST  COMPANY
             ----------------------------------


     IN  ORDER TO EXERCISE THIS WARRANT THE HOLDER MUST REPRESENT THAT HE IS NOT
     ---------------------------------------------------------------------------
A  U.S.  PERSON  AND  IS NOT EXERCISING THIS WARRANT ON BEHALF OF A U.S. PERSON.
--------------------------------------------------------------------------------


          THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE MAY NOT BE OFFERED,
          ----------------------------------------------------------------------
SOLD,  TRANSFERRED,  PLEDGED  OR  HYPOTHECATED  IN  THE UNITED STATES OR TO U.S.
   -----------------------------------------------------------------------------
PERSONS  FOR  A  PERIOD  OF UP TO ONE YEAR FROM THE DATE OF ISSUANCE UNLESS SUCH
   -----------------------------------------------------------------------------
OFFER,  SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS MADE PURSUANT TO REGISTRATION
   -----------------------------------------------------------------------------
OR  AN  APPLICABLE  EXEMPTION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
--------------------------------------------------------------------------------
AMENDED  (THE  "1933  ACT").  IN  ADDITION,  THE  SECURITIES REPRESENTED BY THIS
--------------------------------------------------------------------------------
CERTIFICATE  HAVE  NOT  BEEN  REGISTERED  UNDER  THE 1933 ACT OR THE LAWS OF ANY
--------------------------------------------------------------------------------
STATE,  AND  WILL BE ISSUED PURSUANT TO REGULATION S, WHICH IS AN EXEMPTION FROM
--------------------------------------------------------------------------------
REGISTRATION UNDER THE 1933 ACT.  THE SECURITIES REPRESENTED BY THIS CERTIFICATE
--------------------------------------------------------------------------------
MAY  NOT  BE  OFFERED,  SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE UNITED
--------------------------------------------------------------------------------
STATES  OR  TO  U.S. PERSONS PRIOR TO THE END OF A ONE-YEAR PERIOD COMMENCING ON
--------------------------------------------------------------------------------
THE LATER OF (I) THE DATE THE SECURITIES ARE FIRST OFFERED TO PERSONS OTHER THAN
--------------------------------------------------------------------------------
DISTRIBUTORS  (AS  DEFINED  IN REGULATION S OF THE 1933 ACT) OR (II) THE DATE OF
--------------------------------------------------------------------------------
THE  FINAL  CLOSING OF THE OFFERING OF THE SECURITIES BY THE ISSUER, UNLESS SUCH
--------------------------------------------------------------------------------
OFFER,  SALE,  TRANSFER,  PLEDGE OR HYPOTHECATION (A) IS MADE IN ACCORDANCE WITH
--------------------------------------------------------------------------------
THE  PROVISIONS  OF  REGULATION  S OR (B) IS MADE PURSUANT TO REGISTRATION OR AN
--------------------------------------------------------------------------------
APPLICABLE  EXEMPTION  UNDER  THE  1933  ACT.  IN ADDITION, HEDGING TRANSACTIONS
--------------------------------------------------------------------------------
INVOLVING  THE  SECURITIES  REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED
--------------------------------------------------------------------------------
UNLESS  IN  COMPLIANCE  WITH  THE  1933 ACT.  THE SECURITIES REPRESENTED BY THIS
--------------------------------------------------------------------------------
CERTIFICATE  ARE  DEEMED  "RESTRICTED SECURITIES" UNDER RULE 905 OF REGULATION S
--------------------------------------------------------------------------------
AND  UNDER RULE 144 OF THE 1933 ACT.  AFTER A ONE-YEAR PERIOD HAS ELAPSED AS SET
--------------------------------------------------------------------------------
OUT  ABOVE, A PURCHASER OF SECURITIES REPRESENTED BY THIS CERTIFICATE MAY OFFER,
--------------------------------------------------------------------------------
SELL, TRANSFER, PLEDGE OR HYPOTHECATE SUCH SECURITIES IN THE UNITED STATES OR TO
--------------------------------------------------------------------------------
U.S. PERSONS PURSUANT TO THE PROVISIONS OF RULE 144(E) OF THE 1933 ACT (WHICH IS
--------------------------------------------------------------------------------
MORE  COMMONLY KNOWN AS THE "DRIBBLE OUT" PERIOD STARTING FROM THE 13TH MONTH TO
--------------------------------------------------------------------------------
THE  24TH  MONTH  OF  OWNERSHIP  OF  SUCH  SECURITIES).  THIS WARRANT MAY NOT BE
--------------------------------------------------------------------------------


                                      154
<PAGE>

EXERCISED  BY OR ON BEHALF OF A U.S. PERSON UNLESS REGISTERED UNDER THE 1933 ACT
--------------------------------------------------------------------------------
OR  AN  EXEMPTION  FROM  SUCH  REGISTRATION  IS  AVAILABLE.
-----------------------------------------------------------


          The  undersigned  holder of the attached Warrant hereby subscribes for
_______________  Shares  of  STOCKGROUP  INFORMATION  SYSTEMS  INC.  (again  the
                             --------------------------------------
"Issuer")  pursuant  to  the  attached  Warrant at a purchase price of $0.75 per
                                                                       -----
Share  if subscribed for on or before 4:00 p.m. (Vancouver time) on JUNE 4, 2004
                                                                    ------------
(or  such  number  of  other  shares  or  securities  to which such subscription
entitles  it  in  lieu  thereof  or  in  addition  thereto  under  the terms and
conditions  mentioned  in the within Warrant) on the terms specified in the said
Warrant.  This  subscription is accompanied by a certified cheque or money order
payable  to  or  to the order of the Issuer for the whole amount of the purchase
price  of  the  said  Shares.


          The  undersigned  hereby directs that the said Shares be registered as
follows:


       Name  in Full                  Address                   Number of Shares
       -------------                  -------                   ----------------


----------------------------   -----------------------------  ------------------

----------------------------   -----------------------------  ------------------

----------------------------   -----------------------------  ------------------



                                   Total:          _________________
                                   -----


          DATED  this           day  of                    ,            .
                     ----------         -------------------   --     ---


In  the  presence  of:


______________________________          ______________________________
Witness                                 Signature  of  Warrant  Holder


                                         ______________________________
                                         If  Warrant  Holder  is  not  an
                                         individual, name and title of signatory


Please  print  below  your  name  and  address  in  full:


Name:
                     ----------------------------------

Address:

                     ----------------------------------

                     ----------------------------------


                                      155
<PAGE>

                                   SCHEDULE A
                                   ----------



                              TERMS AND CONDITIONS
                              --------------------

                                       OF
                                       --

                                    WARRANTS
                                    --------



          These  are  the  Terms  and Conditions which are attached to the Share
Purchase  Warrants  issued  by  STOCKGROUP  INFORMATION  SYSTEMS  INC.


     IN  ORDER TO EXERCISE THIS WARRANT THE HOLDER MUST REPRESENT THAT HE IS NOT
     ---------------------------------------------------------------------------
A  U.S.  PERSON  AND  IS NOT EXERCISING THIS WARRANT ON BEHALF OF A U.S. PERSON.
--------------------------------------------------------------------------------


          THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE MAY NOT BE OFFERED,
          ----------------------------------------------------------------------
SOLD,  TRANSFERRED,  PLEDGED  OR  HYPOTHECATED  IN  THE UNITED STATES OR TO U.S.
   -----------------------------------------------------------------------------
PERSONS  FOR  A  PERIOD  OF UP TO ONE YEAR FROM THE DATE OF ISSUANCE UNLESS SUCH
   -----------------------------------------------------------------------------
OFFER,  SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS MADE PURSUANT TO REGISTRATION
   -----------------------------------------------------------------------------
OR  AN  APPLICABLE  EXEMPTION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
--------------------------------------------------------------------------------
AMENDED  (THE  "1933  ACT").  IN  ADDITION,  THE  SECURITIES REPRESENTED BY THIS
--------------------------------------------------------------------------------
CERTIFICATE  HAVE  NOT  BEEN  REGISTERED  UNDER  THE 1933 ACT OR THE LAWS OF ANY
--------------------------------------------------------------------------------
STATE,  AND  WILL BE ISSUED PURSUANT TO REGULATION S, WHICH IS AN EXEMPTION FROM
--------------------------------------------------------------------------------
REGISTRATION UNDER THE 1933 ACT.  THE SECURITIES REPRESENTED BY THIS CERTIFICATE
--------------------------------------------------------------------------------
MAY  NOT  BE  OFFERED,  SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE UNITED
--------------------------------------------------------------------------------
STATES  OR  TO  U.S. PERSONS PRIOR TO THE END OF A ONE-YEAR PERIOD COMMENCING ON
--------------------------------------------------------------------------------
THE LATER OF (I) THE DATE THE SECURITIES ARE FIRST OFFERED TO PERSONS OTHER THAN
--------------------------------------------------------------------------------
DISTRIBUTORS  (AS  DEFINED  IN REGULATION S OF THE 1933 ACT) OR (II) THE DATE OF
--------------------------------------------------------------------------------
THE  FINAL  CLOSING OF THE OFFERING OF THE SECURITIES BY THE ISSUER, UNLESS SUCH
--------------------------------------------------------------------------------
OFFER,  SALE,  TRANSFER,  PLEDGE OR HYPOTHECATION (A) IS MADE IN ACCORDANCE WITH
--------------------------------------------------------------------------------
THE  PROVISIONS  OF  REGULATION  S OR (B) IS MADE PURSUANT TO REGISTRATION OR AN
--------------------------------------------------------------------------------
APPLICABLE  EXEMPTION  UNDER  THE  1933  ACT.  IN ADDITION, HEDGING TRANSACTIONS
--------------------------------------------------------------------------------
INVOLVING  THE  SECURITIES  REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED
--------------------------------------------------------------------------------
UNLESS  IN  COMPLIANCE  WITH  THE  1933 ACT.  THE SECURITIES REPRESENTED BY THIS
--------------------------------------------------------------------------------
CERTIFICATE  ARE  DEEMED  "RESTRICTED SECURITIES" UNDER RULE 905 OF REGULATION S
--------------------------------------------------------------------------------
AND  UNDER RULE 144 OF THE 1933 ACT.  AFTER A ONE-YEAR PERIOD HAS ELAPSED AS SET
--------------------------------------------------------------------------------
OUT  ABOVE, A PURCHASER OF SECURITIES REPRESENTED BY THIS CERTIFICATE MAY OFFER,
--------------------------------------------------------------------------------
SELL, TRANSFER, PLEDGE OR HYPOTHECATE SUCH SECURITIES IN THE UNITED STATES OR TO
--------------------------------------------------------------------------------
U.S. PERSONS PURSUANT TO THE PROVISIONS OF RULE 144(E) OF THE 1933 ACT (WHICH IS
--------------------------------------------------------------------------------
MORE  COMMONLY KNOWN AS THE "DRIBBLE OUT" PERIOD STARTING FROM THE 13TH MONTH TO
--------------------------------------------------------------------------------
THE  24TH  MONTH  OF  OWNERSHIP  OF  SUCH  SECURITIES).  THIS WARRANT MAY NOT BE
--------------------------------------------------------------------------------
EXERCISED  BY OR ON BEHALF OF A U.S. PERSON UNLESS REGISTERED UNDER THE 1933 ACT
--------------------------------------------------------------------------------
OR  AN  EXEMPTION  FROM  SUCH  REGISTRATION  IS  AVAILABLE.
-----------------------------------------------------------


                          ARTICLE ONE - INTERPRETATION
                          ----------------------------


Section  1.01  -  Definitions
                  -----------


          In  these  Terms  and  Conditions,  unless  there  is something in the
subject  matter  or  context  inconsistent:


     (a)  "Issuer"  means  Stockgroup  Information Systems Inc. or any successor
          company  referred  to  in  Article  7;


                                      156
<PAGE>

     (b)  "Issuer's  Auditors"  means  an  independent  firm of accountants duly
          appointed  as  auditors  of  the  Issuer;


     (c)  "Current  Market  Price"  of  the shares at any date means the closing
          price  for  such  shares for the trading day immediately prior to such
          date  on  the TSX Venture Exchange (or if there is not a closing price
          on  such  date,  the average of the bid and ask prices) or, if on such
          date  the  shares  are not listed on the TSX Venture Exchange, on such
          stock  exchange  or  over-the-counter market upon which the shares are
          listed  or  quoted;


     (d)  "Director"  means  a  director  of  the Issuer for the time being, and
          reference,  without  more,  to  action  by the Directors of the Issuer
          shall  mean action taken by the directors of the Issuer as a board, or
          whenever  duly  empowered,  action  by  an  executive committee of the
          board;


     (e)  "Dividends  Paid  in  the Ordinary Course" means dividends paid on the
          shares  in  any  fiscal  year of the Issuer, whether in: (1) cash; (2)
          shares  of  the Issuer; (3) warrants or similar rights to purchase any
          shares  of  the Issuer; or (4) property or other assets of the Issuer;
          provided  that the amount or value of such dividends (any such shares,
          warrants or similar rights, or property or other assets so distributed
          to  be  valued  at  the  fair market value of such shares, warrants or
          similar  rights,  or  property or other assets, as the case may be, as
          determined  by  action  by  the  Directors  (such  determination to be
          conclusive)),  does  not  in  such fiscal year exceed the greatest of:


          (i)  150% of the aggregate amount of dividends declared payable by the
               Issuer  on  the shares in the period of twelve consecutive months
               ended immediately prior to the first day of such fiscal year; and


          (ii) 100%  of  the  consolidated  net  income  of  the  Issuer  before
               extraordinary  items  for the period of twelve consecutive months
               ended immediately prior to the first day of such fiscal year less
               the  amount  of all dividends payable on all shares ranking prior
               to  or  on  a parity with the shares in respect of the payment of
               dividends  (such consolidated net income, extraordinary items and
               dividends  to  be  shown  in  the  audited consolidated financial
               statements  of  the  Issuer for such period of twelve consecutive
               months  or  if  there  are  no  audited  consolidated  financial
               statements for such period, computed in accordance with generally
               accepted  accounting principles, consistent with those applied in
               the preparation of the most recent audited consolidated financial
               statements  of  the  Issuer);


     (f)  "herein",  "hereby"  and  similar expressions refer to these Terms and
          Conditions  as  the same may be amended or modified from time to time;
          and  the expressions "Article" or "Section" followed by a number refer
          to  the  specified  Article  or Section of these Terms and Conditions;


     (g)  "Issuance  Date"  means  that  date  on  which  the  Issuer issued the
          Warrants;


     (h)  "person"  means  an  individual,  Issuer,  partnership, trustee or any
          unincorporated  organization,  and  any words importing persons have a
          similar  meaning;


                                      157
<PAGE>

     (i)  "shares" means the no par value shares in the capital of the Issuer as
          constituted  at  the  Issuance  Date and any shares resulting from any
          subdivision  or  consolidation  of  the  shares;


     (j)  "Time  of  Expiry"  means  4:00 p.m. (Vancouver time) on June 4, 2004;


     (k)  "Transfer  Agent"  means Pacific Corporate Trust Company at its office
          located  at  the  10th  Floor,  625  Howe  Street,  Vancouver, British
          Columbia,  V6C  3B8;


     (l)  "Warrants"  means  the  Warrants  of  the  Issuer issued and presently
          authorized,  as  set  out  in  Section  2.01  and  for  the time being
          outstanding,  and  any  other warrants made subject to these Terms and
          Conditions;


     (m)  "Warrant  Holders"  or  "Holders"  means the registered holders of the
          Warrants  for  the  time  being;


     (n)  "Warrant  Holders'  Request" means an instrument signed in one or more
          counterparts  by Warrant Holders entitled to purchase in the aggregate
          not  less  than  25%  of the aggregate number of shares which could be
          purchased pursuant to all the Warrants outstanding for the time being,
          requesting  the  Issuer  to  take  some  action  or  proceeding;  and

     (o)  words importing the singular number include the plural and vice versa,
          and  words  importing  the  masculine  gender include the feminine and
          neuter  genders.


Section  1.02  -  Interpretation  Not  Affected  by  Headings
                  -------------------------------------------


          The  division of these Terms and Conditions into Articles and Sections
and the insertion of headings are for convenience of reference only and will not
affect  their  construction  of  interpretation.


Section  1.03  -  Applicable  Law
                  ---------------


          The  Warrants will be construed in accordance with the laws of British
Columbia  and  will  be  treated  in all respects as British Columbia contracts.


                         ARTICLE TWO - ISSUE OF WARRANTS
                         -------------------------------


Section  2.01  -  Issue  of  Warrants
                  -------------------


          Warrants  entitling the Holders thereof to purchase an aggregate of up
to 1,082,500 shares are authorized to be issued by the Issuer on the basis of an
issue  of  2,165,000  Warrants  where  two Warrants are required to purchase one
share  of  the  Issuer.


                                      158
<PAGE>

Section  2.02  -  Additional  Warrants
                  --------------------


          Nothing  contained  herein shall preclude the Issuer from time to time
to make further equity or debt offerings and sell additional shares, warrants or
grant  options  or  similar  rights  to  purchase  shares  of its capital stock.


Section  2.03  -  Issue  in  Substitution  for  Lost  Warrants
                  --------------------------------------------


     (a)  Subject to Section 2.03(b), if a Warrant is mutilated, lost, destroyed
          or  stolen,  the  Issuer shall issue and deliver a new Warrant of like
          date  and  tenor  as  the one mutilated, lost, destroyed or stolen, in
          exchange  for  and in place of and upon cancellation of such mutilated
          Warrant,  or  in lieu of, and in substitution for such lost, destroyed
          or stolen Warrant, and the substituted Warrant will be entitled to the
          benefit  of  these Terms and Conditions and rank equally in accordance
          with  its  terms with all other Warrants issued or to be issued by the
          Issuer.


     (b)  The applicant for the issue of a new Warrant will bear the cost of its
          issue and in case of loss, destruction or theft, furnish to the Issuer
          such  evidence  of  ownership and of loss, destruction or theft of the
          Warrant  so  lost, destroyed or stolen, as will be satisfactory to the
          Issuer  in  its discretion, and such applicant may also be required to
          furnish indemnity in amount and form satisfactory to the Issuer in its
          discretion,  and  will  pay  the  reasonable  charges of the Issuer in
          connection  with  such  issuance  of  a  new  Warrant.


Section  2.04  -  Warrant  Holder  Not  a  Shareholder
                  ------------------------------------


          The  holding  of  a Warrant will not constitute the Holder a member of
the  Issuer,  nor  entitle  him  to  any  right  or interest except as expressly
provided  in  the  Warrant  and  herein.


                     ARTICLE THREE - OWNERSHIP AND TRANSFER
                     --------------------------------------


Section  3.01  -  Exchange  of  Warrants
                  ----------------------


     (a)  Warrants  in any authorized denomination may, upon compliance with the
          reasonable  requirements  of  the Issuer, be exchanged for Warrants in
          any  other  authorized  denomination,  of  the  same class and date of
          expiry,  entitling the Holder to purchase an equal aggregate number of
          shares  at  the  same  subscription price and on the same terms as the
          Warrants  so  exchanged.


     (b)  Warrants may be exchanged only at the office of the Transfer Agent and
          any Warrants tendered for exchange will be surrendered to the Transfer
          Agent  and  cancelled.


     (c)  On  exchange  of  Warrants,  the  Transfer  Agent, except as otherwise
          herein  provided,  may  charge a sum not exceeding $10.00 for each new
          Warrant  issued, and payment of such charges and of any transfer taxes
          or  governmental  or other charges required to be paid will be made by
          the  party  requesting  such  exchange.


                                      159
<PAGE>

Section  3.02  -  Ownership  of  Warrants
                  -----------------------


     (a)  The Issuer and Transfer Agent may deem and treat the registered holder
          of  any  Warrant  as  the  absolute  owner  of  such  Warrant, for all
          purposes,  and  will not be affected by any notice or knowledge to the
          contrary.


     (b)  The  registered  holder  of any Warrant will be entitled to the rights
          evidenced  by such Warrant free from all equities or rights of set-off
          or  counterclaim  between  the  Issuer  and  the  original  or  any
          intermediate  Holder  and  all  persons  may  act accordingly, and the
          receipt  of any such holder for the shares will be a good discharge to
          the  Issuer and the Transfer Agent for the same and neither the Issuer
          nor  the Transfer Agent will be bound to inquire into the title of any
          such  holder.


Section  3.03  -  Transfer  of  Warrants
                  ----------------------


          The  Warrants  are  non-transferable.


Section  3.04  -  Notice  to  Warrant  Holders
                  ----------------------------


          Any notice to be given to Warrant Holders will be deemed to be validly
given if delivered or sent by ordinary post addressed to such Warrant holders at
the  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  seventh  business  day  following  the  date  of  mailing.


                       ARTICLE FOUR - EXERCISE OF WARRANTS
                       -----------------------------------


Section  4.01  -  Method  of  Exercise  of  Warrants
                  ----------------------------------


          The  right  to  purchase  shares  conferred  by  the  Warrants  may be
exercised, before the Time of Expiry, by the Holder of such Warrant surrendering
it, with a duly completed and executed subscription in the form attached thereto
and  cash or a certified cheque or money order payable to or to the order of the
Issuer, at par in Vancouver, British Columbia, for the purchase price applicable
at the time of surrender in respect of the shares subscribed for in lawful money
of  Canada,  to  the  Transfer  Agent  at  its  principal  office in the City of
Vancouver.


Section  4.02  -  Effect  of  Exercise  of  Warrants
                  ----------------------------------


          As  soon  as practicable, but in any event within three business days,
after  surrender  and payment, and subject to the terms and conditions set forth
herein,  the Issuer will cause to be delivered to the person or persons in whose
name  or  names  the shares subscribed for are to be issued as specified in such
subscription  or  mailed  to  him  or  them at his or their respective addresses


                                      160
<PAGE>

specified  in  such  subscription,  a  certificate  or  certificates  for  the
appropriate  number  of  shares  not exceeding those which the Warrant Holder is
entitled  to purchase pursuant to the Warrant surrendered.   Upon issuance, such
person or persons shall be deemed to have become the holder or holders of record
of  such  shares  on  the  date  of  surrender  and  payment.


Section  4.03  -  Subscription  for  Less  than  Entitlement
                  ------------------------------------------


          The  Holder  of any Warrant may subscribe for and purchase a number of
shares  less  than  the  number which he is entitled to purchase pursuant to the
surrendered  Warrant.  In  the  event of any purchase of a number of shares less
than the number which can be purchased pursuant to a Warrant, the Transfer Agent
will  issue  a  new  Warrant  in  respect of the balance of the shares which the
Holder  was  entitled  to purchase pursuant to the surrendered Warrant and which
were  not  then  purchased.


Section  4.04  -  Warrants  for  Fractions  of  Shares
                  ------------------------------------


          No  fractional shares shall be issued upon exercise of these Warrants.
If  any  fractional  interest in a share would, except for the provisions of the
first  sentence  of  this  Section  4.04,  be deliverable upon the exercise of a
Warrant,  the  number of shares to be issued to the Warrant Holder upon exercise
of  the  Warrant  shall  be  rounded  up  to  the  next  whole  number.


Section  4.05  -  Expiration  of  Warrants
                  ------------------------


          After  the  Time  of  Expiry all rights attaching to the Warrants will
wholly  cease  and  terminate  and  the  Warrants will be void and of no effect.


Section  4.06  -  Exercise  Price
                  ---------------


          The  price  per  share  which  must be paid to exercise a Warrant (the
"Exercise  Price")  is  as prescribed by resolution of the Board of Directors of
the  Issuer  and  set  forth  on  the face of the Warrant certificate subject to
adjustment  as  provided  for  herein.


Section  4.07  -  Adjustment  of  Subscriptions  Rights  and  Exercise  Price
                  -----------------------------------------------------------


          The  Exercise  Price  and  the  number  of shares deliverable upon the
exercise  of the Warrants will be subject to adjustment in the events and in the
manner  following:


     (a)  Share Reorganization. If prior to the Time of Expiry the Issuer shall:
          ---------------------


          (i)  issue shares without the receipt of any consideration therefor to
               all  or  substantially all of the holders of the shares by way of
               stock  dividend  or  other  distribution (other than as dividends
               paid  in  the  common  course  ("Dividends  Paid  in  the  Common
               Course")),  or


          (ii) subdivide its outstanding shares into a greater number of shares;
               or



                                      161
<PAGE>

          (iii)  consolidate  its  outstanding  shares  into  a lesser number of
               shares,


          (any  of such events in these clauses (i), (ii) and (iii) being called
          a  "Share  Reorganization"), then the Exercise Price shall be adjusted
          as  of the effective date or record date, as the case may be, at which
          the  holders  of  shares  are  determined for the purpose of the Share
          Reorganization by multiplying the Exercise Price in effect immediately
          prior  to  such  effective  date  or  record  date  by a fraction, the
          numerator  of  which shall be the number of shares outstanding on such
          effective  date  or  record  date  before  giving effect to such Share
          Reorganization  and  the  denominator  of which shall be the number of
          shares  outstanding  as  of  the  effective  date or record date after
          giving  effect  to  such  Share  Reorganization.


     (b)  Rights Offering. If prior to the Time of Expiry the Issuer shall fix a
          ----------------
          record  date  for  the  issue of rights, options or warrants to all or
          substantially  all  of  the holders of shares under which such holders
          are entitled, during a period expiring not more than 45 days after the
          record  date  for  such  issue  ("Rights Period"), to subscribe for or
          purchase shares at a price per share to the holder of less than 95% of
          the  Current  Market  Price for the shares on such record date (any of
          such events being called a "Rights Offering"), then the Exercise Price
          shall  be  adjusted  effective immediately after the end of the Rights
          Period  to  a  price  determined  by multiplying the Exercise Price in
          effect  immediately  prior  to  the  end  of  the  Rights  Period by a
          fraction:


          (i)  the  numerator  of  which  shall  be  the  aggregate  of:


               A.   the  number  of shares outstanding as of the record date for
                    the  Rights  Offering;  and


               B.   a  number  determined  by  dividing  (1)  the product of the
                    number  of  shares  issued  or  subscribed during the Rights
                    Period  upon the exercise of the rights, warrants or options
                    under the Rights Offering and the price at which such shares
                    are offered by (2) the Current Market Price of the shares as
                    of  the  record  date  for  the  Rights  Offering;  and


          (ii) the  denominator  of  which  shall  be  the  number  of  shares
               outstanding  after  giving  effect  to  the  Rights  Offering and
               including  the number of shares actually issued or subscribed for
               during the Rights Period upon exercise of the rights, warrants or
               options  under  the  Rights  Offering.


          Any  Warrant  Holder  who  shall  have exercised his right to purchase
          shares  in  accordance  with  Article  4  during  the period beginning
          immediately  after the record date for a Rights Offering and ending on
          the  last  day of the Rights Period therefor shall, in addition to the
          shares  to  which  he  is  otherwise  entitled  upon  such exercise in
          accordance  with  Article  4, be entitled to that number of additional
          shares  equal  to  the  result  obtained  when the difference, if any,
          resulting  from  the subtraction of the Exercise Price as adjusted for
          such Rights Offering pursuant to this subsection (b) from the Exercise
          Price  in  effect immediately prior to the end of such Rights Offering
          is  multiplied  by the number of shares purchased upon exercise of the


                                      162
<PAGE>

          Warrants  held  by  such  Warrant  Holder  during such period, and the
          resulting  product  is  divided  by the Exercise Price as adjusted for
          such Rights Offering pursuant to this subsection 4.7(b); provided that
          the  provisions  of  Article  4  shall be applicable to any fractional
          interest  in any share to which such Warrant Holder might otherwise be
          entitled  under  the  foregoing  provisions of this subsection 4.7(b).
          Such  additional  shares  shall  be  deemed to have been issued to the
          Warrant  Holder immediately following the end of the Rights Period and
          a  certificate  for  such additional shares shall be delivered to such
          Warrant  Holder  within  ten  business  days  following the end of the
          Rights  Period.


     (c)  Special  Distribution. If prior to the Time of Expiry the Issuer shall
          ---------------------
          issue  or distribute to all or to substantially all the holders of the
          shares:


          (i)  securities of the Issuer including rights, options or warrants to
               acquire  shares  of  any  class or securities exchangeable for or
               convertible into or exchangeable into any such shares or property
               or  assets  and  including  evidences  of  its  indebtedness;  or


          (ii) any  property  or  other  assets;


          and  if  such  issuance  or distribution does not constitute Dividends
          Paid  in  the  Ordinary  Course,  a  Share  Reorganization or a Rights
          Offering  (any  of  such  non-excluded  events  being  herein called a
          "Special  Distribution"),  the  Exercise  Price  shall  be  adjusted
          effective  immediately  after  the record date at which the holders of
          affected  shares  are  determined  for  purposes  of  the  Special
          Distribution  to  a price determined by multiplying the Exercise Price
          in  effect  on  such  record  date  by  a  fraction:


          (iii)  the  numerator  of  which  shall  be:


               A.   the  product  of  the  number  of shares outstanding on such
                    record  date  and  the Current Market Price of the shares on
                    such  record  date;  less


               B.   the  excess,  if  any,  of (1) the fair market value on such
                    record date, as determined by action by the Directors (whose
                    determination  shall  be  conclusive), to the holders of the
                    shares  of  such  securities  or property or other assets so
                    issued  or  distributed in the Special Distribution over (2)
                    the fair market value of the consideration received therefor
                    by  the Issuer from the holders of the shares, as determined
                    by  action  by  the  Directors (whose determination shall be
                    conclusive);  and


          (iv) the  denominator  of  which  shall  be  the  number  of  shares
               outstanding  on such record date multiplied by the Current Market
               Price  of  the  shares  on  such  record  date.


     (d)  Capital  Reorganization. If prior to the Time of Expiry there shall be
          ----------------------
          a  reclassification  of  shares at any time outstanding or a change of


                                      163
<PAGE>

          the  shares  into  other shares or into other securities (other than a
          Share  Reorganization),  or a consolidation, amalgamation, arrangement
          or  merger of the Issuer with or into any other Issuer or other entity
          (other than a consolidation, amalgamation, arrangement or merger which
          does not result in any reclassification of the outstanding shares or a
          change  of  the  shares  into  other securities), or a transfer of the
          undertaking or assets of the Issuer as an entirety or substantially as
          an  entirety  to  another  Issuer  or other entity (any of such events
          being  herein  called  a "Capital Reorganization"), any Warrant Holder
          who exercises his right to purchase shares pursuant to Warrant(s) then
          held  after the effective date of such Capital Reorganization shall be
          entitled  to  receive,  and  shall  accept  for  the  same  aggregate
          consideration in lieu of the number of shares to which such holder was
          theretofore  entitled  upon  such  exercise  the  aggregate  number of
          shares,  other  securities  or  other property which such holder would
          have  been  entitled  to  receive  as  a  result  of  such  Capital
          Reorganization  if,  on the effective date thereof, the Warrant Holder
          had  been  the registered holder of the number of shares to which such
          holder  was  theretofore entitled upon exercise of the Warrant subject
          to  adjustment  thereafter  in accordance with provisions the same, as
          nearly  as may be possible, as those contained in Section 4.07 hereof,
          provided,  however,  that  no  such  Capital  Reorganization  shall be
          carried  into  effect unless all necessary steps shall have been taken
          to  so  entitle  the Warrant Holders. If determined appropriate by the
          Issuer,  acting reasonably, appropriate adjustments shall be made as a
          result  of  any  such Capital Reorganization in the application of the
          provisions  set forth in this Article 4 with respect to the rights and
          interests thereafter of Warrant Holders to the end that the provisions
          set  forth  in this Article 4 shall thereafter correspondingly be made
          applicable  as  nearly as may reasonably be in relation to any shares,
          other  securities  or  other  property thereafter deliverable upon the
          exercise of any Warrant. Any such adjustments shall be made by and set
          forth  in  terms and conditions supplemental hereto approved by action
          by  the  Directors  and by the Issuer, acting reasonably and shall for
          all  purposes  be  conclusively  deemed to be appropriate adjustments.


     (e)  If  prior  to  the  Time  of Expiry a Share Reorganization shall occur
          which  results  in an adjustment in the Exercise Price pursuant to the
          provisions  of  this  Section  4.07,  the number of shares purchasable
          pursuant  to  each  whole  Warrant shall be adjusted contemporaneously
          with the adjustment of the Exercise Price by multiplying the number of
          shares  theretofore  purchasable on the exercise thereof by a fraction
          the  numerator  of  which  shall  be  the  Exercise  Price  in  effect
          immediately  prior  to  such  adjustment  and the denominator of which
          shall  be  the  Exercise  Price  resulting  from  such  adjustment.


Section  4.08  - Rules Regarding Calculation of Adjustment of Exercise Price and
                 ---------------------------------------------------------------
Number  of  shares  Purchasable  upon  Exercise
 ----------------------------------------------


          For  the  purposes  of  Section  4.07:


     (a)  The  adjustments  provided  for  in  Section  4.07 are cumulative, and
          shall,  in  the case of adjustments to the Exercise Price, be computed
          to  the  nearest  one-tenth of one cent and shall be made successively
          whenever  an  event  referred  to  therein shall occur, subject to the
          following  subsections  of  this  Section  4.08.


     (b)  No  adjustment  in  the  Exercise  Price shall be required unless such


                                      164
<PAGE>

          adjustment would result in a change of at least 1.5% in the prevailing
          Exercise Price and no adjustment shall be made in the number of shares
          purchasable  upon  exercise  of  a Warrant unless it would result in a
          change  of  at least one one-tenth of a share; provided, however, that
          any  adjustments  which,  except for the provisions of this subsection
          4.08(b)  would  otherwise  have  been  required  to  be made, shall be
          carried  forward  and taken into account in any subsequent adjustment.


     (c)  Subject  to  the  prior  consent  of the Canadian Venture Exchange, no
          adjustment  in  the  Exercise  Price  or  in  the  number  of  shares
          purchasable  upon exercise of Warrants shall be made in respect of any
          event  described in Section 4.07, other than the events referred to in
          clauses  (ii)  and (iii) of subsection (a) thereof, if Warrant Holders
          are  entitled  to participate in such event on the same terms, mutatis
          mutandis,  as if Warrant Holders had exercised their Warrants prior to
          or  on  the  effective  date  or  record  date  of  such  event.


     (d)  No  adjustment in the Exercise Price shall be made pursuant to Section
          4.07  in  respect  of  the  issue  from  time  to  time:


          (i)  of  shares  purchasable  on  exercise  of  the  Warrants;  or


          (ii) in  respect  of  the issue from time to time as Dividends Paid in
               the  Ordinary  Course of shares to holders of shares who exercise
               an  option  or  election  to  receive  substantially  equivalent
               dividends  in  shares  in  lieu  of  receiving  a  cash dividend;


          and  any  such issue shall be deemed not to be a Share Reorganization.


     (e)  If  a  dispute  shall  at  any  time arise with respect to adjustments
          provided  for  in  Section  4.07,  such  dispute shall be conclusively
          determined  by  the  Issuer's  Auditors,  or  if  they  are  unable or
          unwilling  to  act,  by  such  other  firm  of  independent  chartered
          accountants as may be selected by action by the Directors and any such
          determination  shall  be  binding  upon  the  Issuer  and  the Warrant
          Holders;  such auditors or accountants shall be provided access to all
          necessary  records  of  the  Issuer.  In  the  event  that  any  such
          determination  is  made, the Issuer shall deliver a certificate to the
          Warrant  Holders  describing  such  determination.


     (f)  In  case the Issuer after the date of issue of the Warrants shall take
          any  action  affecting  the  shares,  other  than  action described in
          Section  4.07,  which  in  the  opinion of the Directors of the Issuer
          would  materially  affect  the rights of Warrant Holders, the Exercise
          Price  or  the  number  of  shares  purchasable upon exercise shall be
          adjusted  in  such  manner, if any, and at such time, by action by the
          Directors,  in  their  sole  discretion  as  they  may determine to be
          equitable  in the circumstances, but subject in all cases to the prior
          approval  of  the  TSX  Venture  Exchange  and  to all other necessary
          regulatory approvals. Failure of the taking of action by the Directors
          so  as  to provide for an adjustment on or prior to the effective date
          of  any  action by the Issuer affecting the shares shall be conclusive
          evidence that the Board of Directors of the Issuer has determined that
          it  is  equitable  to  make  no  adjustment  in  the  circumstances.


                                      165
<PAGE>

     (g)  If  the Issuer shall set a record date to determine the holders of the
          shares  for  the  purpose of entitling them to receive any dividend or
          distribution  or  any  subscription  or  purchase  rights  and  shall,
          thereafter  and  before  the  distribution to such shareholders of any
          such  dividend,  distribution  or  subscription  or  purchase  rights,
          legally abandon its plan to pay or deliver such dividend, distribution
          or subscription or purchase rights, then no adjustment in the Exercise
          Price or the number of shares purchasable upon exercise of any Warrant
          shall  be  required  by  reason  of  the  setting of such record date.


     (h)  In  the  absence of a resolution of the Directors fixing a record date
          for  a  Special  Distribution  or Rights Offering, the Issuer shall be
          deemed to have fixed as the record date therefor the date on which the
          Special  Distribution  or  Rights  Offering  is  effected.


     (i)  As  a  condition  precedent  to  the  taking of any action which would
          require  any  adjustment in any of the subscription rights pursuant to
          any  of  the  Warrants, including the Exercise Price and the number or
          class  of shares or other securities which are to be received upon the
          exercise  thereof,  the  Issuer  shall take any corporate action which
          may,  in  the  opinion of counsel to the Issuer, be necessary in order
          that  the  Issuer have unissued and reserved in its authorized capital
          and may validly and legally issue as fully paid and non-assessable all
          the  shares or other securities which all the holders of such Warrants
          are  entitled  to  receive  on the full exercise thereof in accordance
          with  the  provisions  thereof.


Section  4.09  -  Postponement  of  Subscription
                  ------------------------------


          In  any  case in which this Article 4 shall require that an adjustment
shall  be  effective  immediately  after  a record date for an event referred to
herein,  the  Issuer  may  defer,  until  the  occurrence  of  such  an  event:


     (a)  issuing  to the Holder of any Warrant exercised after such record date
          and  before  the  occurrence  of  such  event,  the  additional shares
          issuable  upon  such  exercise by reason of the adjustment required by
          such  event;  and


     (b)  delivering  to  such Holder any distributions declared with respect to
          such additional shares after such Exercise Date and before such event;


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


Section  4.10  -  Notice  of  Adjustment  of Exercise Price and Number of shares
                  --------------------------------------------------------------
Purchasable  Upon  Exercise
     ----------------------


     (a)  At  least  14  days prior to the effective date or record date, as the
          case  may  be, of any event which requires or might require adjustment
          in  any  of  the  subscription rights pursuant to any of the Warrants,
          including  the  Exercise  Price  and  the  number  of shares which are


                                      166
<PAGE>

          purchasable upon the exercise thereof, or such longer period of notice
          as  the  Issuer  shall  be  required  to  provide holders of shares in
          respect of any such event, the Issuer shall give notice to the Warrant
          Holders  by  way  of  a  certificate  of  the  Issuer  specifying  the
          particulars  of  such  event  and,  if  determinable,  the  required
          adjustment  and  the  computation  of  such  adjustment.


     (b)  In  case  any  adjustment  for which a notice in subsection 4.10(a) of
          this  Section  4.10 has been given is not then determinable the Issuer
          shall  promptly  after such adjustment is determinable, give notice to
          the  Warrant  Holders  of  the  adjustment and the computation of such
          adjustment.


Section  4.11  -  Legending  of  Warrants  and  shares
                  ------------------------------------


     (a)  The  Holder  of  any Warrants hereby agrees and consents by acceptance
          hereof that the certificate or certificates representing such Warrants
          shall  be  impressed  with  a  legend (the "Legend") reciting that the
          transfer  thereof  is  restricted  for  a  prescribed  period  (the
          "Restricted  Period"),  substantially  in  the  following  form:


"THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  MAY  NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE UNITED STATES OR TO U.S. PERSONS FOR
A  PERIOD  OF  UP TO ONE YEAR FROM THE DATE OF ISSUANCE UNLESS SUCH OFFER, SALE,
TRANSFER,  PLEDGE  OR  HYPOTHECATION  IS  MADE  PURSUANT  TO  REGISTRATION OR AN
APPLICABLE  EXEMPTION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE  "1933  ACT").  IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE  NOT  BEEN REGISTERED UNDER THE 1933 ACT OR THE LAWS OF ANY STATE, AND WILL
BE  ISSUED  PURSUANT  TO  REGULATION  S, WHICH IS AN EXEMPTION FROM REGISTRATION
UNDER  THE  1933 ACT.  THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
OFFERED,  SOLD,  TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE UNITED STATES OR TO
U.S.  PERSONS  PRIOR  TO THE END OF A ONE-YEAR PERIOD COMMENCING ON THE LATER OF
(I) THE DATE THE SECURITIES ARE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS
(AS  DEFINED  IN  REGULATION  S  OF  THE 1933 ACT) OR (II) THE DATE OF THE FINAL
CLOSING  OF  THE  OFFERING  OF  THE SECURITIES BY THE ISSUER, UNLESS SUCH OFFER,
SALE,  TRANSFER,  PLEDGE  OR  HYPOTHECATION  (A)  IS MADE IN ACCORDANCE WITH THE
PROVISIONS  OF  REGULATION  S  OR  (B)  IS  MADE  PURSUANT TO REGISTRATION OR AN
APPLICABLE  EXEMPTION  UNDER  THE  1933  ACT.  IN ADDITION, HEDGING TRANSACTIONS
INVOLVING  THE  SECURITIES  REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED
UNLESS  IN  COMPLIANCE  WITH  THE  1933 ACT.  THE SECURITIES REPRESENTED BY THIS
CERTIFICATE  ARE  DEEMED  "RESTRICTED SECURITIES" UNDER RULE 905 OF REGULATION S
AND  UNDER RULE 144 OF THE 1933 ACT.  AFTER A ONE-YEAR PERIOD HAS ELAPSED AS SET
OUT  ABOVE, A PURCHASER OF SECURITIES REPRESENTED BY THIS CERTIFICATE MAY OFFER,
SELL, TRANSFER, PLEDGE OR HYPOTHECATE SUCH SECURITIES IN THE UNITED STATES OR TO
U.S. PERSONS PURSUANT TO THE PROVISIONS OF RULE 144(E) OF THE 1933 ACT (WHICH IS
MORE  COMMONLY KNOWN AS THE "DRIBBLE OUT" PERIOD STARTING FROM THE 13TH MONTH TO
THE  24TH  MONTH  OF  OWNERSHIP  OF  SUCH  SECURITIES).  THIS WARRANT MAY NOT BE
EXERCISED  BY OR ON BEHALF OF A U.S. PERSON UNLESS REGISTERED UNDER THE 1933 ACT
OR  AN  EXEMPTION  FROM  SUCH  REGISTRATION  IS  AVAILABLE.".


     (b)  The  Holder  and  any  transferee  thereof  acknowledges by acceptance
          hereof  that  if  any  Warrants  are  exercised  during the Restricted
          Period,  the  certificate  or  certificates  representing  the  shares
          issuable  upon  such  exercise shall also be impressed with the Legend
          set  forth  above  unless  counsel reasonably acceptable to the Issuer
          delivers  an unqualified opinion that such Legend need not be imposed.


                                      167
<PAGE>

                     ARTICLE FIVE - COVENANTS BY THE ISSUER
                     --------------------------------------


Section  5.01  -  Reservation  of  Shares
                  -----------------------


          The  Issuer  will  reserve  and  there will remain unissued out of its
authorized  capital  a  sufficient  number  of  shares  to satisfy the rights of
purchase  in  the  Warrants  should the Holders of all the Warrants from time to
time  outstanding  determine  to  exercise  such rights in respect of all shares
which  they  are  or  may  be  entitled  to  purchase  pursuant  thereto.


                    ARTICLE SIX - MEETING OF WARRANT HOLDERS
                    ----------------------------------------


Section  6.01  -  Right  to  Convene  Meeting
                  ---------------------------


     (a)  The  Issuer may at any time and from time to time, and will on receipt
          of  a  Warrant  Holder's  Request  and  upon  being indemnified to its
          reasonable  satisfaction  by  the Warrant Holders signing such Warrant
          Holder's Request against the costs which may be incurred in connection
          with the calling and holding of such meeting, convene a meeting of the
          Warrant  Holders.


     (b)  If  the  Issuer  fails,  within  15 days after receipt of such Warrant
          Holder's  Request  and  indemnity, to give notice convening a meeting,
          such  Warrant  Holders  may  convene  such  meeting.


     (c)  Every  such meeting will be held in the City of Vancouver, Province of
          British  Columbia,  unless  required  by  law  to be held elsewhere in
          Canada.


Section  6.02  -  Notice
                  ------


          At least 30 days' notice of any meeting will be given by the Issuer to
the  Warrant  Holders.  Such notice will state the time when and the place where
the  meeting  is  to  be  held  and will state briefly the general nature of the
business  to  be transacted, but it will 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.


Section  6.03  -  Chairman
                  --------


          Some person nominated in writing by the Issuer will be Chairman of the
meeting  and  if no person is so nominated, or if the person so nominated is not
present  within  fifteen  minutes  from  the  time  fixed for the holding of the
meeting,  the  Warrant  Holders  present  in person or by proxy will choose some
person  present  to  be  Chairman.


Section  6.04  -  Quorum
                  ------


          Subject  to  the  provisions  of  Section  6.12, at any meeting of the
Warrant Holders a quorum will consist of Warrant Holders present in person or by
proxy  and  entitled  to purchase at least 25% of the aggregate number of shares
which  could  be  purchased pursuant to all the then outstanding Warrants of the
class,  provided  that  at  least  two  persons  entitled to vote are personally
present.  If  a quorum of the Warrant Holders is not present within half-an-hour


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from  the  time  fixed  for holding any meeting, the meeting, if summoned by the
Warrant Holders, or on a Warrant Holder's request, will be dissolved; but in any
other  case  the  meeting  will  be  adjourned  to the same day in the next week
(unless  such  day  is a non-business day, in which case it will be adjourned to
the  next  following business day) at the same time and place.  At the adjourned
meeting the Warrant Holders present in person or by proxy will form a quorum and
may  transact  the  business  for  which  the  meeting  was  originally convened
notwithstanding  that  they  may not be entitled to purchase at least 25% of the
aggregate  number  of  shares which can be purchased pursuant to all of the then
outstanding  Warrants.


Section  6.05  -  Power  to  Adjourn
                  ------------------


          The  Chairman  of any meeting at which a quorum of the Warrant Holders
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.


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Section  6.06  -  Show  of  Hands
                  ---------------


          Every  question  submitted  to  a meeting will be decided in the first
place by a majority of the votes given on a show of hands.  At any such meeting,
unless  a  poll is demanded, a declaration by the Chairman that a resolution has
been  carried  or  carried  unanimously  or  by  a  particular  majority will be
conclusive  evidence  of  the  fact.


Section  6.07  -  Poll
                  ----


          On  any  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 Warrant Holders
acting  in person or by proxy and entitled to purchase in the aggregate at least
5%  of  the  aggregate number of shares which could be purchased pursuant to all
the Warrants for the time being outstanding, a poll will be taken in such manner
as  the  Chairman  will  direct.  Questions other than extraordinary resolutions
will  be  decided  by  a  majority  of  the  votes  cast  on  the  poll.


Section  6.08  -  Voting
                  ------


          On  a  show of hands every person who is present and entitled to vote,
whether  as  a Warrant Holder or as proxy for one or more absent Warrant Holders
or both, will have one vote.  On a poll each Warrant Holder present in person or
represented by proxy duly appointed by instrument in writing will be entitled to
one  vote  in respect of each share which he is entitled to purchase pursuant to
the Warrant or Warrants then held by him.  A proxy need not be a Warrant Holder.


Section  6.09  -  Regulations
                  -----------


          The  Issuer  may from time to time make or vary such regulations as it
will  think  fit:


     (a)  for  the  issue  of  voting certificates by any bank, trust company or
          other  depository,  certifying  that  specified  Warrants  have  been
          deposited  with  it by a named Holder and will remain on deposit until
          after  the  meeting, which voting certificate will entitle the Holders
          to  be  present  and  vote  at any such meeting and at any adjournment
          thereof  in  the  same  manner  and with the same effect as though the
          holders  so  named in such voting certificates were the actual bearers
          of  the  Warrants  specified  therein;


     (b)  for  the  deposit  of  voting  certificates  or instruments appointing
          proxies  at  such  place and time as the Issuer or the Warrant Holders
          convening the meeting, as the case may be, may in the notice convening
          the  meeting  direct;


     (c)  for  the  deposit  of  voting  certificates  or 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 voting
          certificates or instruments appointing proxies to be mailed, cabled or
          telegraphed  before  the  meeting to the Issuer 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; and

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     (d)     for  the  form  of  the  instrument  of  proxy.


          Any  regulations  so  made will be binding and effective and the votes
given  in  accordance therewith will be valid and will be counted.  Save as such
regulations  may provide, the only persons who will be recognized at any meeting
as  the  Holder  of  any  Warrants,  or as entitled to vote or be present at the
meeting in respect thereof, will be persons who produce Warrants at the meeting.


Section  6.10  -  Issuer  May  Be  Represented
                  ----------------------------


          The  Issuer,  by  its officers and Directors and the legal advisors of
the Issuer, may attend any meeting of the Warrant Holders, but will have no vote
as  such.


Section  6.11  -  Powers  Exercisable  by  Extraordinary  Resolution
                  --------------------------------------------------


          In  addition  to  all  other  powers  conferred upon them by any other
provisions  hereof  or  by  law,  the Warrant Holders at a meeting will have the
following  powers,  exercisable  from  time to time by extraordinary resolution:


     (a)  to enforce any of the covenants on the part of the Issuer contained in
          the  Warrants,  or to enforce any of the rights of the Warrant Holders
          in  any  manner  specified  in  such  extraordinary  resolution, or to
          refrain  from  enforcing  any  such  covenant  or  right;


     (b)  to  waive  any default on the part of the Issuer in complying with any
          provision hereof either conditionally or upon any conditions specified
          in  such  extraordinary  resolution;  and


     (c)  to  consent  to  any  amendment  of  the provisions of these Terms and
          Conditions.


Section  6.12  -  Meaning  of  "Extraordinary  Resolution"
                  ----------------------------------------


     (a)  The  Expression  "extraordinary  resolution"  when  used herein means,
          subject as hereinafter in this Section and in Section 6.15 provided, a
          resolution  proposed at a meeting of Warrant Holders duly convened for
          that  purpose,  and  held  in  accordance  with the provisions in this
          Article  contained  at which there are present, in person or by proxy,
          Warrant  Holders  entitled  to  purchase at least 25% of the aggregate
          number  of  shares  which  can  be  purchased pursuant to all the then
          outstanding  Warrants,  and passed by the affirmative votes of Warrant
          Holders entitled to purchase not less than 75% of the aggregate number
          of  shares which can be purchased pursuant to all the then outstanding
          Warrants  represented  at  the meeting and voted upon such resolution.


     (b)  If,  at  any  such  meeting  called  for  the  purpose  of  passing an
          extraordinary  resolution, Warrant Holders entitled to purchase 25% of
          the  aggregate number of shares which can be purchased pursuant to all
          the  then  outstanding  Warrants are not present in person or by proxy


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          within half-an-hour after the time appointed for the meeting, then the
          meeting,  if  convened  by  Warrant  Holders  or on a Warrant Holder's
          Request,  will  be  dissolved;  but  in  any  other case it will stand
          adjourned  and  the  provisions  of Section 6.04 will mutatis mutandis
          apply.


Section  6.13  -  Powers  Cumulative
                  ------------------


          Any  one  or more of the powers or any combination of the powers to be
exercisable  by the Warrant Holders 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 will not be deemed to
exhaust  the  right  of  the Warrant Holders to exercise such power or powers or
combination  of  powers  then  or  any  power or powers or combination of powers
thereafter  from  time  to  time.


Section  6.14  -  Minutes
                  -------


          Minutes  of all resolutions and proceedings at every such meeting will
be  made  and  duly  entered  in books to be from time to time provided for that
purpose  by  the  Issuer, and any such minutes, if signed by the Chairman of the
meeting  at  which  such  resolutions  were passed or proceedings had, or by the
Chairman  of  the  next succeeding meeting of the Warrant Holders, will be prima
facie  evidence  of  the  matters stated and until the contrary is proved, every
such  meeting,  in  respect  of  the proceedings of which minutes will have been
made,  will  be  deemed to have been duly convened and held, and all resolutions
passed  or  proceedings  taken,  to  have  been  duly  passed  and  taken.


Section  6.15  -  Binding  Effect  of  Resolutions
                  --------------------------------


          Every  resolution  and  every  extraordinary  resolution  passed  in
accordance  with  the provisions of this Article at a meeting of Warrant Holders
will  be  binding  upon  all  Warrant  Holders.


Section  6.16  -  Status  of  Warrant  Holders
                  ----------------------------


          The  Holders of Warrants of a particular class will not be entitled as
such to attend or vote at a meeting of the Holders of Warrants of another class,
and  any  action  taken  at a meeting of the Holders of Warrants of a particular
class will in no way affect the rights of the Holders of the Warrants of another
class.


            ARTICLE SEVEN - MODIFICATION OF TERMS, MERGER, SUCCESSORS
            ---------------------------------------------------------


Section  7.01  -  Modification  of  Terms  for  Certain  Purposes
                  -----------------------------------------------


          From  time  to  time  the Issuer may, and it will, when so directed by
these presents, modify these Terms and Conditions, for any one or more or all of
the  following  purposes:


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     (a)  giving  effect  to  any extraordinary resolution passed as provided in
          Article  6;


     (b)  adding  to or altering these provisions in respect of the registration
          and transfer of Warrants making provision for the exchange of Warrants
          of different denominations; and making any modification in the form of
          the  Warrants  which  does  not  affect  their  substance;


     (c)  for  any  other  purpose, including the correction or rectification of
          any  ambiguous,  defective provisions, errors or omissions herein; and


     (d)  to  evidence  any  succession of any corporation and the assumption by
          any  successor  of  the  covenants  of  the Issuer and in the Warrants
          contained  as  provided  in  this  Article.


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Section  7.02  -  No  Extension  of  Expiry  Date
                  -------------------------------


          Notwithstanding Section 7.01, no modification will be made to the Time
of  Expiry  without  the  prior consent of both the TSX Venture Exchange and the
British  Columbia  Securities  Commission.


Section  7.03  -  Issuer  May  Consolidate,  etc.  on  Certain  Terms
                  ---------------------------------------------------


          Nothing  will prevent any consolidation, amalgamation or merger of the
Issuer  with  or into any other corporation or corporations, but the corporation
formed  by such consolidation or into which such merger will have been made will
be  a  corporation  organized  and  existing  under the laws of Canada or of the
United States of America, or any Province, State, District or Territory thereof,
and  will, simultaneously with such consolidation, amalgamation or merger assume
the  due  and  punctual  performance  and  observance  of  all the covenants and
conditions  hereof  to  be  performed  or  observed  by  the  Issuer.


Section  7.04  -  Successor  Issuer  Substituted
                  ------------------------------


          In case the Issuer is consolidated, amalgamated or merged with or into
any  other corporation or corporations, the successor corporation formed by such
consolidation  or  amalgamation, or into which the Issuer will have been merged,
will  succeed  to  and be substituted for the Issuer hereunder.  Such changes in
phraseology  and  form (but not in substance) may be made in the Warrants as may
be  appropriate  in  view  of  such  consolidation,  amalgamation  or  merger.

                                   __________


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