EX-4.4.2






Exhibit 4.4.2




AMENDMENT NO. 1 TO

WARRANT CERTIFICATE NO. __

AND

CONSENT TO DOMESTICATION




This agreement (the “Amendment”) made this _____ day of                     , 2008




BETWEEN:




CERAMIC PROTECTION CORPORATION

(the “Corporation”)




- and -




[________________________]

(the “Holder”)



WHEREAS the Corporation issued to the Holder on •, 2007 a secured subordinated debenture (the
“Debenture”) pursuant to which the Corporation has promised to pay to the Holder the principal sum
of US$•;



WHEREAS, on •, 2007, the Corporation issued to the Holder warrants to purchase • shares of the
Corporation’s common stock (the “Warrants”) pursuant to Warrant Certificate No. • (the “Warrant
Certificate”);



AND WHEREAS the Corporation intends to domesticate under the General Corporation Law of the State
of Delaware (the “Domestication”) and wishes to seek the Holder’s consent to the Domestication and
to make certain amendments to the Warrant Certificate in light thereof;



NOW THEREFORE in consideration of the mutual promises contained herein and the payment of $1.00 by
each party hereto to the other and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as set forth below.




ARTICLE 1

INTERPRETATION





	1.1	 	In this Amendment and the recitals hereto, unless the context otherwise requires, capitalized
terms shall have the meanings ascribed to such terms in the Warrant Certificate.





ARTICLE 2

CONSENT TO DOMESTICATION; AMENDMENTS





	2.1	 	Pursuant to Section 3.2(i) of the Debenture, the Holder hereby consents to the Domestication.
	 
	2.2	 	Section 1.3 of the Warrant Certificate is hereby amended and restated as follows:
	 
	 	 	“Applicable Law
	 
	 	 	The terms hereof and of the Warrants shall be construed in accordance with the laws of the
State of Delaware.”




 









 











ARTICLE 3

GENERAL





	3.1	 	This Amendment shall become effective only upon such time as the Corporation domesticates and
becomes a corporation under the laws of the state of Delaware.






	3.2	 	This Amendment shall be binding upon and enure to the benefit of the parties hereto and their
respective heirs, administrators, executors, successors and permitted assigns.






	3.3	 	This Amendment shall be governed by and construed in accordance with the laws of the Province
of Alberta and the federal laws of Canada applicable therein until the Corporation
domesticates and becomes a corporation under the laws of the state of Delaware, at which time
this Amendment shall be governed by the laws of the state of Delaware.






	3.4	 	This Amendment may be executed in one or more counterparts, each of which, when so executed,
shall be deemed to be an original, and such counterparts together shall constitute one and the
same instrument.




In witness whereof the parties have executed this Amendment this ___ day of                     , 2008.




	 	 	 	 	 	 	 
	 	 	CERAMIC PROTECTION CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 

Authorized Signing Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	[__________________________]	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 

Authorized Signing Officer