<PAGE>

                                                               EXHIBIT 10.13



     THIS WARRANT INDENTURE made as of the 4th day of February, 1997.



BETWEEN

          GEOGRAPHICS, INC., a company duly incorporated pursuant 
          to the laws of Wyoming and having an office at 1555 Odell Road,
          Blaine, Washington, U.S.A. 98231

          (hereinafter called the "Company")

                                                               OF THE FIRST PART

AND:

          MONTREAL TRUST COMPANY OF CANADA, a company duly incorporated
          pursuant to the laws of Canada and having an office at 
          510 Burrard Street, Vancouver, B.C. V6C 3B9

          (hereinafter called the "Trustee")

                                                              OF THE SECOND PART

WHEREAS:

A.   The Company proposes to issue, in the aggregate, 1,403,658 warrants (the 
"Warrants"):

B.   The Company is duly authorized to create and issue the Warrants to be 
issued as herein provided;

C.   All necessary resolutions of the directors of the Company have been duly 
passed and other proceedings taken and conditions complied with to make the 
creation and issue of the Warrants proposed to be issued hereunder and this 
Indenture and the execution thereof legal, valid and effective:

D.   The Trustee has agreed to act a trustee for and on behalf of the 
Warrantholders on the terms and conditions herein set forth; and 

E.   The foregoing recitals are made as representations of fact by the 
Company and not by the Trustee.

     NOW THEREFORE in consideration of the premises and of the sum of 
ONE ($1.00) DOLLAR (the receipt and sufficiency whereof is hereby 
acknowledged) it is agreed as follows:

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                                    -2-


                                 ARTICLE I

                              INTERPRETATION

1.01  In this Indenture and the Warrants (except as herein otherwise 
expressly provided or unless the context otherwise requires) the following 
expressions shall have the respective meanings, namely:

"AUTHORIZED NEWSPAPER" shall mean a newspaper of general circulation in any 
place where notice is required to be given hereunder and customarily 
published at least once a day for at least 5 days in each calendar week, 
whether or not such newspaper is published on Saturdays, Sundays and legal 
holidays. It shall not be necessary for any publication made more than once 
in any place to be made in the same newspaper;

"BOARD OF DIRECTORS", shall mean the board of directors of the Company;

"BUSINESS DAY" shall mean any day other than a Saturday, Sunday, a legal 
holiday or a day on which banking institutions or trust companies are closed 
in the City of Vancouver, in the Province of British Columbia;

"CERTIFICATE OF AUTHENTICATION" shall refer to the authentication of the 
Trustee endorsed upon the Warrants pursuant to Article II;

"COMPANY" means Geographics, Inc. and its successors and permitted assigns;

"COUNSEL" means a barrister or solicitor or firm of barristers and solicitors 
(who may be counsel to the Company) acceptable to the Trustee;

"DIVIDENDS PAID IN THE ORDINARY COURSE" means dividends paid on the Shares in 
any fiscal year of the Company, whether in (i) cash, (ii) shares, (iii) rights,
options or warrants (other than to purchase Shares at a price per Share less 
than 95% of the current market price of the Shares on the record date for 
such dividend) to purchase any securities, property or other assets of the 
Company, or (iv) property or other assets of the Company; provided that the 
amount or value of such dividends in the aggregate (any such securities, 
property or other assets so distributed to be valued at the fair market value 
of such securities, property or other assets, as the case may be, as 
determined by the directors, with the concurrence of the Trustee) does not in 
any such fiscal year exceed the greater of:

     (a)  150% of the aggregate amount or value of dividends paid by the 
          Company of the Shares in its immediately preceding fiscal year; and 

     (b)  100% of the consolidated net income of the Company (before 
          extraordinary items) for its immediately preceding fiscal year, as 
          determined in accordance with generally accepted accounting 
          principles;

"EXERCISE PRICE" means $4.25 per Share in lawful money of the United States 
unless adjusted in accordance with the provisions of Article III, in which 
case it shall mean the applicable adjusted exercise price per Share in effect 
at the relative time;

"EXPIRY DATE" means May 1, 1999 or such other date as may be established 
pursuant to Article III hereof;



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                                    -3-


"INDENTURE" shall mean this instrument as originally executed or, if amended 
or supplemented as herein provided, as so amended or supplemented;

"JOINT HOLDERS" and "JOINT REGISTERED HOLDERS" means where there is more than 
one person registered as a Warrantholder, any one of such registered 
Warrantholders;

"MARKET PRICE" means, for any date or specified period of trading days, the 
weighted average price at which the Shares have traded on The Toronto Stock 
Exchange, or such other market or exchange in which the Share are then 
trading. If the Shares are not then traded on a recognized exchange or 
market, the Market Price of the Shares shall be the fair market value of the 
Shares as determined in good faith by the Board of Directors of the Company 
after consultation with a nationally or internationally recognized investment 
dealer or investment banker;

"OFFICER'S CERTIFICATE" in respect of the Company means a certificate signed 
by the Chairman of the Board, the President or any Vice-President, together 
with any Vice-President, the Secretary, the Treasurer, any Assistant 
Secretary or Director of the Company;

"OPINION OF COUNSEL" means an opinion in writing by Counsel who shall be 
satisfactory to the Trustee to which the opinion is rendered and who may be 
Counsel to the Company. The acceptance by such Trustee of the Opinion of 
Counsel shall be sufficient evidence that such Counsel is acceptable to such 
Trustee;

"PERSON" includes any individual, corporation, body corporate, partnership, 
trust, trustee, unincorporated organization, or other judicial entity, any 
government agency and words importing persons have a similar meaning;

"REGISTERED HOLDER" or "HOLDER" shall mean the person or person in whose name 
or names a particular warrant shall be registered on the books of the Company 
kept for that purpose in accordance with the terms of this Indenture;

"SHARES" means common shares in the issued and outstanding capital of the 
Company or any securities into which common shares may be exchanged, 
reclassified, reorganized, or otherwise converted.

"TRUSTEE" means Montreal Trust Company of Canada or its successors as such 
trustee;

"WARRANTHOLDER" and "HOLDER OF WARRANTS", or other similar terms, means any 
person who is, at the time, a Registered Holder of any Warrants; and

"WARRANTS" means the warrants issued pursuant to this Indenture;

"WARRANT CERTIFICATE" or "WARRANT CERTIFICATES" means certificates issued and 
representing warrants granted hereunder.

                        ARTICLE II

                       THE WARRANTS

2.01  An aggregate of 1,403,658 Warrants may be issued hereunder.

2.02  Each Warrant entitles the holder thereof to purchase prior to the 
Expiry Date one (1) fully paid and non-assessable common share in the capital 
of the Company, subject to the terms of this Indenture, at a subscription 
price of US$4.25 per common share.

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                                    -4-


2.03  The Warrant Certificates shall be issued in registered form, 
represented by certificates substantially in the form set forth as Schedule 
"A" to this Indenture (which is incorporated herein by reference) and shall 
bear such distinguishing letters and numbers as the Trustee may approve. The 
Warrants may be typewritten, photocopies, engraved, lithographed, printed or 
partly in one form and partly in another, as the Company may determine.

2.04  All Warrant Certificates issued hereunder shall be signed by the 
Chairman, President and Chief Executive Officer of the Company. The 
signature or signatures of all or any one or more of such officers may be 
engraved, lithographed, printed or otherwise mechanically reproduced and such 
signature or signatures shall be deemed for all purposes to be the signature 
of such officer or officers and shall be binding upon the Company, 
notwithstanding any change in any of the persons holding the said offices 
between the time of actual signing and the certifying and delivery of the 
said Warrant Certificates and notwithstanding that the Chairman, President 
and Chief Executive Officer signing may not have held office at the date of 
this Indenture or at the date of the certifying and delivery thereof.

2.05  (1)  No Warrant Certificates shall be issued, or, if issued, shall be 
obligatory or shall entitle the holder to the benefit of these presents or 
of the trusts hereunder until it has been certified by or on behalf of the 
Trustee, and such certification by the Trustee upon any such Warrant shall be 
conclusive evidence that the Warrant so certified has been duly issued 
hereunder and that the holder thereof is entitled to the benefit of these 
presents and of the trusts under this Indenture. The certificate of the 
Trustee on any Warrant Certificate shall be substantially in the form set out 
in the Schedule "A" hereto or in some other form approved by the Trustee. The 
certificate of the Trustee signed on the Warrant Certificates shall not be 
construed as a representation or warranty by the Trustee to the validity of 
this Indenture or of the said Warrants and the Trustee shall in no respect be 
liable or answerable for the use made of the said Warrants or any of them or 
the proceeds thereof. The certificate of the Trustee signed on the Warrants 
shall, however, be a representation and warranty by the Trustee that the said 
Warrants have been duly certified by the Trustee pursuant to the provisions 
of this Indenture.

      (2)  Warrants, to the aggregate limit hereinbefore authorized, 
may, forthwith upon the execution hereof or from time to time hereafter, be 
issued by the Company and be certified by or on behalf of the Trustee, and be
delivered by the Trustee in accordance with and upon the written order of the 
Company (evidenced by a written request signed by the Chairman, President, 
and Chief Executive Officer or the Secretary of the Company) upon receipt by
the Trustee of an opinion of counsel to the effect that this Indenture has 
been duly executed.

2.06  The Warrants to be issued hereunder shall be in registered form only. 
The Company shall at all times cause to be kept, by and at the principal 
transfer office of the Trustee in the City of Vancouver or Toronto and at 
such other place or places and by the Trustee or such other registrar or 
registrars, if any, as the Company, with the approval of the Trustee, may 
designate, registers in any one of which shall be entered the names and post 
office addresses of the holders of Warrants and particulars of the Warrants 
held by them respectively and in which transfers of such Warrants shall be 
registered. No transfer of a Warrant shall be valid unless made on one of 
such registered by the registered holder or by his executors, administrators 
other legal representatives or his or their attorney duly appointed by an 
instrument in writing in form and execution satisfactory to the Trustee, and 
upon compliance with such reasonable requirements as the Trustee or other 
registrar may prescribe and unless such transfer shall have been duly noted 
on the said Warrant by the Trustee or other registrar. The Company shall not 
permit the transfer of a Warrant to be made except in compliance with all 
applicable laws, including without limitation, all securities laws, 
regulations, policy statements, orders, rulings and other requirements of 
relevant securities regulatory authorities.

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                               - 5 -

2.07   The holder of Warrants may at any time and from time to time, upon 
payment of a reasonable fee to be fixed by the Trustee, transfer the Warrants 
held by them respectively from the register in which the registration of such 
Warrants appears to another register maintained in another place authorized 
for that purpose under the provisions of this Indenture. Such registration 
shall be noted on the Warrants by the Trustee or other registrar.

2.08   The Company, with the approval of the Trustee, shall have power at any 
time to close any register upon which the entries of the registration of any 
Warrants appear (other than those kept in the City of Vancouver) and in that 
event shall transfer the records thereof to another existing or new 
register, as the case may be. In the event that the register in any place 
is closed and the records transferred to a register kept in another place, 
notice of such change shall be given, in the manner provided in section 2.09 
hereof, to the holders of the Warrants registered in the register so closed.

2.09   (1)   All notices given hereunder to the Warrantholders shall be deemed 
validly given if sent by first class prepaid mail addressed to such holders 
at their post office addresses appearing in the register hereinbefore 
mentioned or, in the case of Joint Holders, to the registered address of one 
of such Joint Holders. If the Trustee determines that mail service is or is 
threatened to be interrupted at the time when the Company or Trustee is 
required or elects to give any notice to holders of Warrants, such notice may 
be given by means of publication in The Globe and Mail, national edition, or 
any other Authorized Newspaper approved by the Trustee. Any notice so given 
shall be deemed to have been given on the date it is first published.

       (2)   All such notices sent by post may be mailed at any place in Canada 
where the Company may have established registers in accordance with the 
foregoing provisions of this Indenture or partly at one of such places and 
partly at another or others. Every notice so sent by post or so published 
shall be deemed to have been given on the day when such notice is posted or 
on the day upon which it is first published, as aforesaid, as the case may be.

2.10   The registers hereinbefore referred to shall at all reasonable times be 
open for inspection by the Company, the Trustee, or any Warrantholder.

2.11   The person in whose name any Warrant shall be registered shall be deemed
and regarded as the owner thereof for all purposes of this Indenture.

2.12   (1)   In the case that any of the Warrant Certificates shall become 
mutilated or be lost, stolen or destroyed, the Company in its discretion may 
issue and thereupon the Trustee, subject to the conditions contained in this 
section 2.12, shall certify and deliver, a new Warrant Certificate of like 
date and tenor as the one mutilated, lost, stolen or destroyed, in exchange 
for and in place of and upon cancellation of the mutilated Warrant 
Certificate or in lieu of an in substantiation for the same, if lost, stolen 
or destroyed and the substituted instrument shall be in a form approved by 
the Trustee.

       (2)   In the case of loss, theft or destruction, the applicant for a 
substituted Warrant Certificate shall, as a condition precedent to the issue 
thereof, furnish to the Company and the Trustee such evidence of ownership 
and of the loss, theft or destruction of such instrument so lost, stolen or 
destroyed as shall be satisfactory to the Company and to the Trustee in their 
discretion and such applicant shall also furnish an indemnity in an amount 
and form satisfactory to the Company and the Trustee in their discretion and 
shall pay the expenses which may be incurred by them and their reasonable 
charges in the premises.

2.13   (1)   Except as herein otherwise provided, in every case of exchange of 
Warrant Certificates of any denomination or form for other Warrant 
Certificates, and for any registration of Warrants, and for any transfer of 
Warrants, the Trustee or other registrar may make a sufficient

<PAGE>

                                 - 6 -

charge to reimburse it for any stamp taxes or governmental charge required to 
be paid and a reasonable charge for its services and, in addition, may charge 
a reasonable charge per Warrant issued upon such exchange, registration or 
transfer as a condition precedent thereof.

       (2)   Warrant Certificates of any denomination may be exchanged for 
Warrant Certificates of any other authorized denomination or denominations, 
any such exchange to be for an equivalent number of Warrants. All exchanges 
of Warrants shall be made at the principal transfer office of the Trustee in 
the City of Vancouver or at the office or offices of such other registrar or 
registrars, if any, or at such other office or offices of the Trustee, if 
any, as may from time to time be designated by the Company, with the approval 
of the Trustee, for such purpose.

2.14   Every registrar (including the Trustee) shall, when requested to do so 
by the Company or by the Trustee, furnish the Company or the Trustee with a 
list of the names and addresses of holders of Warrants.

21.5   The Warrant Certificates shall be numbered in such manner as the 
Company, with the approval of the Trustee, may determine.

                              ARTICLE III

                   EXERCISE AND REDEMPTION OF WARRANTS

3.01   (1)   The holder of a Warrant may exercise the right thereby conferred
on such holder to subscribe for Shares by surrendering the Warrant Certificate 
representing same, on or prior to the time of Expiry, to the Trustee at its 
principal office in the City of Vancouver, British Columbia or at any other 
place designated by the Company, with the approval of the Trustee, and notice 
of which has been given to the holders of Warrants, together with (a) the 
Warrant Certificate with a duly completed and executed Warrant Exercise 
Notice substantially in the applicable form set out in Schedule "A" and (b) a 
certified cheque, money order or bank draft in lawful money of Canada payable 
to or to the order of the Company, at par in the city where such Warrant 
Certificate is surrendered for exercise in an amount equal to the Exercise 
Price multiplied by the number of shares subscribed for.

       (2)   The Warrant Exercise Notice referred to in subsection 3.1(1) shall 
be signed by the Warrantholder (and, where Shares to be issued are to be 
registered in a name other than that of the registered holder of the 
Warrants, with the signature guaranteed by a Canadian chartered bank or trust 
company, or a recognized member of a Canadian or United States stock exchange 
or a member of the Transfer Association Medallion (Stamp) Program) and shall 
specify the number of Shares which the holder desires to subscribe for (being 
not more than those which the holder is entitled to subscribe for pursuant to 
each Warrant Certificate surrendered), the person or persons in whose name or 
names such Shares to be issued, the address or addresses of such person or 
persons and the number of Shares to be issued to each such person if more than 
one is so specified. If any of the Shares subscribe for are to be issued to a 
person or persons other than the Warrantholder, the Warrantholder shall pay 
to the Trustee or to the registrar and transfer agent for the Shares, as the 
case may be, all applicable stamp, issue, registration, transfer or other 
similar taxes and duties and the Company shall not be required to issue or 
deliver certificates evidencing Shares unless or until such Warrantholder 
shall have paid the amount of any such taxes and duties or shall have 
established to the satisfaction of the Company that such taxes and duties 
have been paid or that no taxes or duties are due, and the Warrantholder 
shall have complied with all other reasonable requirements of the Trustee.

3.2    (1)   Upon compliance by the holder of any Warrant with the provisions
of subsections 3.1(1) and (2), the number of Shares subscribed for shall be 
deemed to have been issued and the


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                                     - 7 -

person or persons to whom such Shares are to be issued shall be deemed to 
have become the holder or holders of record of such Shares on the Exercise 
Date unless the transfer books of the Company shall be closed on such date, 
in which case the Shares subscribed for shall be deemed to have been issued, 
and such person or persons shall be deemed to have become the holder or 
holders of record of such Shares, on the date on which such transfer books 
were reopened, but such Shares shall be issued at the Exercise Price in 
effect on the Exercise Date.

     (2)  When the registers of the Company have been open for three (3) 
Business Days after the due exercise of any Warrant as aforesaid, the Company 
shall forthwith (i) cause to be mailed to the person or persons in whose name 
or names the Shares so subscribed for are to be issued, as specified in the 
Warrant Exercise Notice, to the address(es) specified in such Warrant 
Exercise Notice or (ii) if so specified in such Warrant Exercise Notice, 
cause to be delivered to such person or persons at the office of the Trustee 
where the Warrant Certificate(s) were surrendered, a share certificate or 
certificates for the appropriate number of Shares which the Warrantholder is 
entitled to and has elected to subscribe for pursuant to the Warrant 
Certificate(s) surrendered.

3.3  (1)  A Warrantholder may subscribe for a number of Shares less than the 
number which the holder is entitled to subscribed for pursuant to the 
surrendered Warrant Certificate, provided that in no event shall fractional 
Shares be issued with regard to Warrants exercised. In such event, such 
holder upon exercise thereof shall receive a new Warrant Certificate 
(complying with subsection 2.03 in respect of the balance of the Shares which 
such holder was entitled to but did not subscribe for.

     (2)  Notwithstanding any adjustment provided for in Section 3.7 or 
otherwise, the Company shall not be required, upon the exercise of any 
Warrant, to issue fractions of shares or to distribute certificates which 
evidence fractional Shares. In lieu of fractional Shares, each registered 
holder of a Warrant Certificate as of the effect date or record date of the 
event giving rise to the adjustment and representing an entitlement to 
subscribe for a fractional number of Shares as a result of an adjustment 
provided for in Section 3.7 shall be entitled to round up his or her 
subscription to the next highest whole number of shares at the prevailing 
Exercise Price per Share.

3.4  Subscriptions for Shares upon the exercise of Warrants will not be 
accepted from any person or agent of a person who is or appears to be, or who 
the company or the Trustee has reason to believe, is a resident of any 
jurisdiction other than a Canadian or United States jurisdiction unless the 
Shares may lawfully be sold in such other jurisdiction and to such person at 
the time. In addition, the Warrant Certificates and the Warrants evidenced 
thereby may not be assigned, transferred or otherwise conveyed to any person 
or agent of a person who appears to be, or who the assignor has reason to 
believe is, a resident of such non-Canadian and non-United States 
jurisdiction unless the Warrants and the Shares issuable upon exercise of the 
Warrants may lawfully be sold in such other jurisdiction and to such person 
at the time.

3.5  After the applicable Time of Expiry, all rights under any Warrant which 
has not theretofor been exercised in accordance with the terms hereof and 
thereof, shall wholly cease and terminate and such Warrant shall by void and 
of no effect.

3.6  All Warrant Certificates surrendered to the Trustee pursuant to Sections 
2.13, 3.3, 3.4, 3.1 or 3.2 shall be cancelled by the Trustee and retained 
for safekeeping until a date which is six years following the applicable 
Time of Expiry, following which date Warrant Certificates so held may be 
destroyed unless the Company directs otherwise, provided that the Trustee 
shall furnish the company with a destruction certificate identifying the 
Warrant Certificates so destroyed and the number of Warrants represented 
thereby.

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                                     - 8 -

3.7  Subject to subsection 3.7(2), the Exercise Price per Share, and the 
number of shares which may be subscribed for upon exercise of the Warrants 
shall each be subject to adjustment from time to time in the events and in 
the manner provided as follows:

     (1)  If and whenever at any time prior to the Time of Expiry, the 
          Company shall:

     (a)  declare a dividend or make a distribution on its Shares payable in 
          shares, other than a dividend paid in the ordinary course, or

     (b)  subdivide its outstanding Shares into a greater number, or

     (c)  consolidate its outstanding Shares into a smaller number

(any of such events in these clauses (a), (b) and (c) being called a "Share 
Reorganization") then, effective immediately after the record date at which 
the holders of Shares are determined for the purposes of the Share 
Reorganization, the Exercise Price per Share shall be adjusted by multiplying 
the applicable Exercise Price in effect immediately prior to such record date 
by a fraction, the numerator of which shall be the number of Shares 
outstanding on such record date before giving effect to such Share 
Reorganization and the denominator of which shall be the number of Shares 
outstanding immediately after giving effect to such Share Reorganization.

     (2)  If and whenever, at any time prior to the Time of Expiry, the 
company shall fix a record date for the issuing of rights, options or 
warrants to all or substantially all of the holders of the Shares entitling 
them for a period expiring not more than forty-five (45) days after such 
record date (the "Rights Period") to subscribe for Shares (or securities 
convertible into or exchangeable for Shares) at a price per share (or having 
a conversion or exchange price per share) which is less than 95% of the 
Market Price per share on the record date for such issue (any of such 
events being called a "Rights Offering"), then, effective immediately after 
the end of the rights Period, the Exercise Price per Share shall be 
adjusted to a price determined by multiplying the applicable Exercise Price 
in effect immediately prior to the end of the Rights Period by a fraction:

     (a)  the numerator of which shall be the sum of:

          (i)  the number of Shares outstanding as of the record date for 
               the rights Offering, and 

          (ii) a number determined by dividing (1) either (a) the product of 
               the number of Shares issued or subscribed during the Rights 
               Period upon exercise of the rights, warrants, or options under 
               the Rights Offering and the price at which such Shares are 
               offered, or, as the case may be, (b) the product of the 
               exchange or conversion price of the convertible or 
               exchangeable securities so offered and the number of Shares 
               for or into which the convertible or exchangeable securities 
               issued or subscribed during the Rights Period upon the exercise 
               of the rights, warrants or options are convertible or 
               exchangeable, by (2) the Market Price per Share as of the 
               record date for the Rights Offering, and 

     (b)  the denominator of which shall be the number of shares outstanding 
          (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) or which would be outstanding 
          upon the conversion or exchange of all convertible or exchangeable 
          securities issued or subscribed during the Rights Period upon 
          exercise of the rights, warrants or options under the rights 
          Offering, as applicable, in each case after giving effect to the 
          Rights Offering.


<PAGE>


                                     -9-


      Shares owned by or held (otherwise than as security) for the account of 
the Company or any Subsidiary of the Company shall be deemed not to be 
outstanding of the purpose of any such computation. In order to give effect 
to the provisions of subsection 3.7(5) in the circumstances described below, 
any holder of Warrants who shall have exercised his right to purchase Shares 
in accordance with subsection 3.4(1) 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, as applicable, to 
which he or she is otherwise entitled upon such exercise in accordance with 
subsection 3.1(1), be entitled to that number of additional Shares equal to 
the result obtained when difference, if any, between the Exercise Price per 
Share in effect immediately prior to the end of such Rights Offering and the 
Exercise Price per Share as adjusted for such Rights Offering pursuant to 
subsection 3.7(2), is multiplied by the number of Shares purchased upon the 
exercise of the Warrants held by such Warrantholder during such period, and 
the resulting product is divided by the Exercise Price per Share as adjusted 
for such Rights Offering pursuant to this subsection 3.7(2); provided that 
the provisions of subsection 3.3(2) shall be applicable, MUTATIS MUTANDIS, to 
any fractional interest in a Share to which such Warrantholder might 
otherwise be entitled under the foregoing provisions of this subsection 
3.7(2). Such additional Shares (excluding any additional Shares purchasable 
by virtue of the operation of subsection 3.7(2)) shall be deemed to have been 
issued to the Warrantholder immediately following the end of the Rights 
Period and a certificate for such additional Shares shall be delivered to 
such Warrantholder within ten (10) Business Days following the end of the 
Rights Period.

      (3)  If and whenever at any time prior to the time of Expiry the 
company shall fix a record date for the payment, issue or the distribution to 
all or substantially all of the holders of the Shares of (i) a dividend, (ii) 
cash or assets (including evidences of the Company's indebtedness),  or (iii) 
rights or other securities (including without limitation securities 
convertible into or exchangeable for Shares), if such issue or distribution 
does not constitute a dividend paid in the ordinary course, a Share 
Reorganization of a Rights Offering (any or such non-excluded events being 
herein called a "Special Distribution"), the Exercise Price pre Share shall 
be adjusted effective immediately after such record date to a price 
determined by multiplying the applicable Exercise Price in effect on such 
record date by a fraction:

      (a)  the numerator of which shall be:

           (i)  the product of the number of shares outstanding on such record
                ate and the Market Price per Share on such record date; less

           (ii) the fair market value, as determined by action of the directors
                (whose determination shall be conclusive), to the holders of the
                Shares of such dividend, cash, assets, rights or securities so 
                paid, issued or distributed, and

      (b)  the denominator of which shall be the number of Shares outstanding on
           such record date multiplied by the Market Price per Share on such 
           record date.


Any Shares owned by or held (otherwise than as security) for the account of 
the company or any Subsidiary of the Company shall be deemed not to be 
outstanding the purpose of any such computation.

      (4)  If and whenever, at any time prior to the time of Expiry, there 
shall be a reclassification of Shares outstanding at such time or change of 
the Shares into other shares or into other securities (other than a Shares 
Reorganization), or a consolidation, amalgamation, arrangement or merger of 
the Company with or into any other corporation or other entity (other than a 
consolidation, amalgamation, arrangement or merger which does not result in 
any 

<PAGE>

                            -10-


reclassification of the outstanding shares or a change of the Shares into 
other shares), or any sale, transfer, lease or conveyance of the undertaking 
or assets of the Company as an entirety or substantially as an entirety to 
another corporation or entity (any of such events being herein called a 
"Capital Reorganization"), any Warrantholder who exercises his or her right 
to subscribe for and purchase Shares pursuant to the exercise of 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 thereto fore 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 
Warrantholder had been the registered holder of the number of Share to which 
such holder was theretofor entitled to subscribe for and purchase upon 
exercise of such Warrants. If determined appropriate by the directors in 
their sole discretion, acting reasonably, and subject to the prior written 
consent of the TSE, appropriate adjustments shall be made as a resell of any 
such Capital Reorganization in the application of the provisions set forth in 
this Article III with respect to the rights and interest thereafter of 
holders of Warrants to the end  that the provision set forth in this Article 
III 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 adjustment 
shall be made by and set forth in an Indenture supplemental hereto approved 
by action by the directors and entered into pursuant to the provisions of 
Article VI and shall for all purpose be conclusively deemed to be an 
appropriate adjustment.

      (5)  If and whenever any time prior to the Time of Expiry there shall 
occur a Capital Reorganization, a Rights Offering or a Special Distribution 
and any such event results in an adjustment of the Exercise price per Share 
pursuant to the provisions of this Section 3.7, the number of shares issuable 
upon exercise of each Warrant (at the Exercise Price per Share) shall each be 
adjusted contemporaneously with the adjustment of the Exercise Price by 
multiplying the number of Shares theretofor purchasable on the exercise 
thereof by a fraction, the numerator of which shall be the applicable 
Exercise Price in effect immediately prior to such adjustment and the 
denominator of which shall be applicable Exercise Price resulting from such 
adjustment.

3.8  for the purposes of Section 3.7 hereof:

      (1)  Any adjustment pursuant to Section 3.7 shall be cumulative and 
made successively whenever an event referred to therein shall occur, subject 
to the following provisions:

      (a)   all calculations under Section 3.7 shall be made to the nearest 
            1/100th of a Share:

      (b)   no adjustment to an Exercise Price per share shall be required 
            unless such adjustment would result in a change of at least 1% in 
            the prevailing Exercise Price per Share and no adjustment shall be
            made in the number of share which may be subscribed for upon 
            exercise of a Warrant unless it would require a change of at 
            least one one-hundredth (1/100th) of a Share, provided, however,
            that any adjustment which, except for the provisions of this 
            subsection 3.8(1)(b) would otherwise have been required to be made,
            shall be carried forward and taken into account in any subsequent
            adjustment and provided further, that in no event shall the Company
            be obligated to issue fractional Shares or fractional interest in 
            Shares upon exercise of Warrants;

      (c)   no adjustment to an Exercise Price per Share or in the number of 
            shares which may be subscribed for upon exercise shall be made in 
            respect of any event described in subsection 3.7(2) if holders of 
            Warrants are entitled to participate in such event on the same 
            terms MUTATIS MUTANDIS as if such Warrantholders had exercised 
            their Warrants prior to or on the effective date or record date of
            such event, any such


<PAGE>

                                    - 11 -


             participation by holders of Warrants being subject to the prior 
             written consent of the TSE;

     (d)     if a dispute shall at any time arise with respect to adjustments 
             to the Exercise Price per Share or the number of shares 
             purchasable pursuant to the subscription rights represented by the
             Warrants, such disputes shall be conclusively determined by the
             Company'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 conclusive evidence of the correctness of any adjustments 
             made under Section 3.7 and shall be binding upon the Company, 
             subject to the prior written consent of the TSE;

     (e)     if the Company shall set a record date to determine the holders 
             of its Shares for the purpose of entitling them to receive any 
             dividend or distribution or any subscription or purchase rights, 
             options or warrants 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 per Share or the number of Shares purchasable 
             upon exercise of any Warrant shall be required by reason of the 
             setting of such record date;
      
      (f)    in any case in which Section 3.7 shall require than an 
             adjustment shall become effective immediately after a record 
             date for an event, the Company may defer until the occurrence 
             of such event 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 over and above the shares 
             issuable upon such exercise before giving effect to such 
             adjustment; provided, however, that the Company shall deliver to 
             such holder an appropriate instrument evidencing such holder's 
             right to receive such additional Shares (and the right to receive 
             any dividends or other distributions which, but for the provisions 
             of this clause, such holder would have been entitled to receive 
             in respect of such additional Shares from and after the Exercise 
             Date of such Warrant) upon the occurrence of the event requiring 
             such adjustment;

     (g)     in the event that the price per Share of a Rights Offering is 
             not expressed in United States funds, the Trustee shall convert 
             the price per Share of the Rights Offering to United States funds 
             on the basis of the spot rate of exchange quoted at the close of 
             business on the Business Day immediately preceding the relevant 
             date by the United States Bank for the purpose of determining 
             whether such price per Share of the Rights Offering is less than 
             95% of the Market Price per Share; and

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

3.9  As a condition precedent to the taking of any action which would require 
an adjustment pursuant to Section 3.7, the Company shall take any action 
which may, in the opinion of counsel, be necessary in order that the Company 
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 as applicable) which the holders of Warrants are entitled to 
received on the full exercise thereof in accordance with the provisions 
hereof, subject to the prior written consent of the TSE.


<PAGE>

                                    - 12 -


3.10 (1)     At least fourteen (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 applicable Exercise Price per Share and the number 
of Shares which are purchasable upon the exercise thereof, the Company shall:

     (a)    file with the Trustee a certificate of the Company specifying 
            the particulars of such event and, if determinable, the required 
            adjustment and the computation of such adjustment; and

     (b)    give written notice to the Warrantholders of the particulars of 
            such event and, if determinable, the required adjustment, in the 
            manner provided in Section 7.04.

     (2)    In the case of any event notice of which is required pursuant to 
subsection 3.10(1) but in respect of which the required adjustment is not 
determinable at the time of such notice, the Company shall promptly after 
such adjustment is determinable: 

     (a)    file with the Trustee a computation of such adjustment;

     (b)    give written notice to the Warrantholders of such adjustment in 
            the manner provided in Section 2.09

     (3)    The Trustee shall be entitled to rely conclusively on the 
certificates of the Company filed pursuant to this Section 3.10, as to 
the contents thereof.

3.11  The Trustee (i) shall not, at any time, be under any duty or 
responsibility to any Warrantholder to determine whether any fact exist which 
may require any adjustment contemplated by Section 3.7, or to verify the 
nature or extent of any such adjustment when made, or the method employed in 
making the same; and (ii) shall not be accountable with respect to the 
validity or value (or the kind or amount) of any Shares or of any other 
securities or properties which may at any time be issued or delivered upon 
the exercise of the subscription right attaching to any Warrants.


                                  ARTICLE IV

                                  COVENANTS

4.01  The Company will furnish or cause to be furnished to the Trustee or its 
duly authorized agent or attorney such information relating to its business 
as the Trustee may reasonably require for the purposes of enabling the 
Trustee to carry out its duties under this Indenture.

4.02  The Company will comply with all applicable laws, statutes, orders, 
rules, regulations, notices or policies of all governmental authorities if the 
failure to comply therewith might reasonably be expected to adversely affect 
its financial condition or its ability to carry on any of its business.

4.03  The Company will at all times indemnify and save harmless the Trustee 
from all loss, costs, charges, damages and expenses borne by the Trustee in 
performing its duties hereunder or which may be claimed against the Trustee 
in relation thereto and it will pay the fees, charges and expenses of the 
Trustee and its agents and representatives in relation to the performance by 
the Trustee of all it duties hereunder and in relation to the registration 
of this Indenture in all offices of record where the recording thereof is 
necessary for the protection of the security constituted hereby and the issue 
of the Warrants, and without limiting the generality of the foregoing, the 
Company will pay all costs, charges and expenses incurred by the Trustee 
and its agents and representatives of or incidental to the preparation and 
filing of any discharge, amendment, financing change



<PAGE>

statement or similar document from time to time for purpose of amending or 
discharging in whole or in part the changes created hereby or any 
registration in respect thereof.

4.04     Whenever necessary to avoid or fill a vacancy in the office of the 
Trustee, to appoint a Trustee, so that there shall at all times be a Trustee 
hereunder.
                                       
                                   ARTICLE V

             ADMINISTRATION OF THE TRUST AND PROTECTION OF THE TRUSTEE

5.01     By way of supplement to the provisions of any Act of any of the 
Provinces of Canada for the time being relating to trustees, and in addition 
to any other provision of this Indenture for the relief of the Trustee, it is 
expressly declared that:

         (a)    the Trustee may, in relation to these presents, act on the 
                opinion or advice of or information obtained from any lawyer,
                valuer, auditor, broker, auctioneer or other expert, whether 
                obtained by the Trustee or by the Company or otherwise, but 
                shall not be bound to act to act upon such opinion or advice 
                and shall not be responsible for any loss occasioned by so 
                acting or not acting as the case may be, and may employ such 
                assistance as may be necessary to the proper discharge of its 
                duties and may pay proper and reasonable compensation for all 
                such legal and other advice or assistance as aforesaid;

         (b)    any such advice or opinion or information may be sent or 
                obtained by letter, telegram, radio, cablegram, telecopier and
                telex and that the Trustee shall not be liable for acting on 
                any advice, opinion or information purporting to be conveyed 
                by any such means, although the same shall contain some error 
                or shall not be authentic;

         (c)    the Trustee shall be at liberty to accept an Officer's 
                Certificate as sufficient evidence of the facts stated in such
                certificate and the Trustee shall be in no way bound to call 
                for further evidence or be responsible for any loss that may 
                be occasioned by its failing to do so;

         (d)    the Trustee shall only be accountable for reasonable 
                diligence in the management of the trusts hereof and shall 
                only be liable for its own willful acts and defaults and shall
                not be liable for any act or default on the part of any agent
                or co-trustee or for having permitted any agent or co-trustee 
                to receive and retain any monies payable to the Trustee 
                hereunder;

         (e)    the Trustee shall not be responsible for any misconduct on 
                the part of any person appointed by it hereunder, or bound to 
                supervise the proceedings of any such appointee;

         (f)    the Trustee shall not, except as otherwise expressly 
                provided herein, be bound to give notice to any person or 
                persons of the execution hereof nor in any way interfere with 
                the conduct of the Company's business;

         (g)    the Trustee, except as herein otherwise provided, shall, as 
                regards all the trusts, powers, authorities and discretion 
                vested in it, have absolute and uncontrolled discretion as to
                the exercise thereof and, in the absence of fraud, it shall 
                not be responsible for any loss, costs, damage or 
                inconvenience that may result from the exercise or non-exercise
                thereof;

                                      13

<PAGE>

         (h)    the Trustee shall not be liable for or by reason of the 
                statements or implications of fact or law contained in or 
                arising out of anything contained in this Indenture or in 
                the Warrants or be required to verify the same or to keep 
                itself informed or advised as to the payment by the Company 
                of any taxes or assessments or premiums or insurance or other 
                payments to be made, it being hereby agreed and declared that,
                as to all matters and things in this clause referred to, the 
                duty and responsibility shall rest upon the Company and not 
                upon the Trustee and the failure of the Company to discharge 
                such duty and responsibility shall not in any way render the 
                Trustee liable or cast upon it any duty or responsibility for 
                the breach of which it would be liable;

         (i)    the Trustee will be paid such reasonable remuneration for 
                its services as Trustee as may be agreed upon between the 
                Trustee and the Company and will also be paid all costs, 
                charges and expenses properly incurred by the Trustee in 
                connection with the trusts hereof and the Company (in addition
                to any right of indemnity by law given to the Trustee) will 
                also at all times keeps indemnified the Trustee against all 
                actions, proceedings, costs, claims and demands in respect of 
                any matter or thing done or omitted by it in any way relating 
                to these presents other that such actions, proceedings, costs, 
                claims or demands arising from a breach by the Trustee of its 
                obligations hereunder.  The said remuneration shall be payable 
                notwithstanding that a liquidator, receiver or receiver and 
                manager or trustee under the BANKRUPTCY ACT shall have been 
                appointed or the trusts of this Indenture shall be in course of
                administration by or under the direction of the court;

                All costs, charges and expenses incurred and all payments 
                made by the Trustee in the lawful exercise of the powers hereby
                conferred upon it, including all remuneration payable to the 
                Trustee, shall be payable by the Company on demand and all such 
                costs, charges and expenses and payments and all remuneration 
                payable to the Trustee hereunder, shall be payable out of any 
                funds coming into the possession of the Trustee in priority to 
                the Warrants;

         (j)    the Trustee may employ such agents and other assistants as it 
                may reasonably require for the proper discharge of its duties 
                hereunder and shall not be responsible for any misconduct on 
                the part of any such agents and other assistants or person 
                appointed by it hereunder or be bound to supervise the 
                proceedings of any such appointees, and may pay reasonable 
                remuneration for all services performed for it in the discharge
                of the trusts hereof and compensation for all disbursements, 
                costs and expenses in relation thereto shall be payable on 
                demand;

         (k)    the Trustee shall not be bound to act as herein provided in 
                accordance with any direction or request of the Company or of
                their respective Boards of Directors until a duly certified 
                copy of the instrument or resolution containing such direction 
                or request shall have been delivered to the Trustee;

         (l)    the Company hereby irrevocably appoints the Trustee to be 
                the attorney of the Company and in the name and on  behalf of
                the Company to execute and do any assurances and things which 
                the Company ought to execute and do under the name of the 
                Company in the exercise of all or any of the powers hereby 
                conferred on the Trustee;

         (m)    the Trustee may act hereunder by such officers or other 
                persons as it may, from time to time, designate for that 
                purpose;

                                      14


<PAGE>

                                         - 15 -

      (n)  the Trustee shall have the right to resign upon 60 days notice to 
           the Company and the Warrantholders.

                                     ARTICLE VI

                              SUPPLEMENTAL INDENTURES

6.01  (1)  From time to time, the Company and the Trustee may, when 
authorized by a resolution of the Directors and, subject to the provisions of 
this Indenture, they shall, when so directed by this Indenture, execute, 
acknowledge and deliver, by their respective proper officers, deeds of 
Indentures supplemental hereto, which thereafter shall form part hereof, for 
any one or more of the following purposes:

      (a)  adding to the limitations or restrictions herein specified further 
           limitations or restrictions thereafter to be observed; provided 
           that the Trustee shall be of the opinion that such further 
           limitations or restrictions shall not be prejudicial to the 
           interests of the Warrantholders;

      (b)  adding to the covenants of the Company herein contained for the 
           protection of the holders of the Warrants and/or providing for 
           events of default in addition to those herein specified;

      (c)  making such provisions not inconsistent with this Indenture as may 
           be necessary or desirable with respect to matters or questions 
           arising hereunder, including the making of any modifications in 
           the form of the Warrants which do not affect the substance thereof 
           and which, in the opinion of the Trustee, it may be expedient to 
           make; provided that the Trustee shall be of the opinion that such 
           provisions and modifications will not be prejudicial to the 
           interests of the Warrantholders.

      (d)  making any additions to, deletions from or alterations of the 
           provisions of this Indenture which in the opinion of Counsel may 
           from time to time be necessary or advisable.

      (e)  evidencing the succession, or successive successions, of other 
           corporations to the Company and to the covenants of and 
           obligations assumed by any such successor in accordance with the 
           provisions of this Indenture.

      (f)  setting forth any adjustment of the Exercise Price of Warrants in 
           accordance with section 3.7 and resulting from any action referred 
           to in section 3.7 hereof; and

      (g)  for any other purpose not inconsistent with the terms of this 
           Indenture.

      (2)  The Trustee may also, without the consent or concurrence of 
the Warrantholders, by supplemental indenture or otherwise concur with 
the Company in making any changes or corrections in this Indenture as to 
which it shall have been advised by Counsel are corrections of changes 
or as to which it shall have been advised by Counsel are required for the 
purpose of curing or correcting any ambiguity or defective or 
inconsistent provision or clerical omission or mistake or manifest error 
contained herein or in any deed or indenture supplemental or ancillary 
hereto.

<PAGE>

                                  - 16 -

                                ARTICLE VII

                               MISCELLANEOUS

7.01  All the covenants, stipulations, promises and agreements in the 
Indenture contained by or on behalf of the Company shall bind its successors 
and assigns, whether so expressed or not.

7.02  Any act or proceeding by any provisions of this Indenture authorized or 
required to be done or performed by any board, committee or officer of the 
Company shall and may be done and performed with like force and effect by the 
like board, committee or officer or any corporation that shall, at that time, 
be the successor of the Company.

7.03  The Company, by instrument in writing duly executed by it and delivered 
to the Trustee, may surrender any of the powers or rights reserved to the 
Company and thereupon such power or right to surrender shall terminate both 
as to the Company and as to any successor corporation.

7.04  Any notice or demand which by any provision of this Indenture is 
required or permitted to be given or served by the Trustee or by the Holders 
of Warrants to or on the Company may be given or served by personal delivery, 
or by prepaid registered mail, or by telegram, telex or telecopier addressed 
as first before written. Any notice, direction, request or demand by any 
Warrantholder to or upon the Trustee may be given or served by personal 
delivery or by prepaid registered mail, or by telegram, telex or telecopier 
addressed as aforesaid.

Any notice, direction, request or demand by the Company or by the Trustee to 
or upon a Warrantholder shall be deemed to have been sufficiently given or 
made for all purposes if such notice has been delivered personally, or mailed 
by prepaid registered mail, or telegram or telecopied to the last known 
address of the Warrantholder on the books of the Company and the Trustee. 
Whenever by any provision of this Indenture, any notice, direction, request 
or demand is required or permitted to be given or made upon the Trustee, such 
notice, direction, request or demand shall be given or made to the Trustee as 
in this section 7.04 provided.

Any party may change its address for service by giving notice hereunder, 
except that in the case of Warrantholders, notice of change of address need 
only be given to the Company and the Trustee.

Notice shall be deemed to have been received by the parties to whom they were 
addressed on the day of delivery, if delivered personally, on the fifth day 
after the mailing thereof (and there is at the time no postal interruption), 
and on the business day next following the telegram or telecopying thereof.

7.05  This Indenture shall be governed by the laws of British Columbia.

<PAGE>

                                     -17-

7.06  This Indenture may be executed in any number of counterparts, each of 
which shall be original; but such counterparts shall together constitute but 
one and the same instrument.

IN WITNESS WHEREOF the parties hereto have executed these presents under 
their respective seals and the hands of their proper officers in that behalf.


GEOGRAPHICS, INC.

/s/ Ronald S. Deans              C/S
------------------------
Name: Ronald S. Deans
Title: President


MONTREAL TRUST COMPANY OF CANADA

/s/ J Karim                       C/S
------------------------
Name:  JENNY KARIM
Title: A/C Manager