Filed by Automated Filing Services Inc. (604) 609-0244 - Lincoln Gold Corporation - Exhibit 4.1







	LINCOLN GOLD CORPORATION 
	Suite 350, 885 Dunsmuir Street 
	Vancouver, British Columbia V6C 1N5 
	A NEVADA CORPORATION 
	(the “Company”) 



	SERIES A 
	COMMON STOCK PURCHASE WARRANT CERTIFICATE 
	  
	[DATE OF ISSUE] 
	(the “Date of Issue”) 


[Certificate Number]


	Name of Holder: 	  
	Address of Holder: 	  
	Number of Shares: 	[NUMBER OF WARRANTS] Shares 
	Exercise Price: 	$0.35 per share. 
	Expiry Date: 	The date that is one year from the Date of
      Issue, as set forth above 



THIS WARRANT CERTIFIES THAT, for value received, the
above named holder or its registered assigns (the “Holder”), shall have the
right to purchase from the Company the above referenced number of fully paid and
non-assessable shares (the “Shares”) of the Company’s common stock (the “Common
Stock”) at an exercise price equal to the exercise price set forth above (the
"Exercise Price"), subject to further adjustment as set forth in this
Certificate, at any time from the date hereof until 5:00 P.M., Eastern time, on
the expiry date set forth above (the “Expiry Date”), subject to the accelerated
exercise provisions set forth herein. This Warrant is issued pursuant to the
Subscription Agreement between the Company and Holder (the “Subscription
Agreement”) pursuant to which the Holder purchased units consisting of one share
of Common Stock and one a warrant to purchase one additional share of Common
Stock. The exercise of this Warrant shall be subject to the provisions,
limitations and restrictions contained herein. 

1. Exercise. 

          1.1
Procedure for Exercise of Warrant if Registration Statement is
Effective. In the event that a registration statement filed by the
Company pursuant to the Securities Act of 1933 (the “1933 Act”) registering the
Shares issuable upon exercise of the Warrants is in effect at the date of
exercise, the Holder may exercise this Warrant by delivering the following to
the principal office of the Company in accordance with Section 5.1 hereof: (a) a
duly executed Notice of Exercise in substantially the form attached as Schedule
A, (b) payment of the Exercise Price then in effect for each of the Shares being
purchased, as designated in the Notice of Exercise, and (c) this Warrant.
Payment of the Exercise Price may be in cash, certified or official bank check
payable to the order of the Company, or wire transfer of funds to the Company’s
account (or any combination of any of the foregoing) in the amount of the
Exercise Price for each share being purchased. 




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          1.2
Procedure for Exercise of Warrant if Registration Statement is Not
Effective. In the event that a registration statement filed by the
Company pursuant to the 1933 Act registering the Shares issuable upon exercise
of the Warrants is in not effect at the date of exercise, this Warrant may not
be exercised unless there is an available exemption for the issuance of the
Shares to the Holder under the 1933 Act or the issuance of the Shares to the
holder is not otherwise subject to the registration requirements of the 1933
Act. In this event, the Holder may exercise this Warrant by delivering the
following to the principal office of the Company in accordance with Section 5.1
hereof: (a) a duly executed Notice of Exercise in substantially the form
attached as Schedule C, if the Holder is a U.S. Person, as defined in Regulation
S of the 1933 Act, or is exercising the Warrants in the United States, or in
form attached as Schedule D, if the Holder is not a U.S. Person and is
exercising the Warrants outside of the United States, (b) payment of the
Exercise Price then in effect for each of the Shares being purchased, as
designated in the Notice of Exercise, and (c) this Warrant. Payment of the
Exercise Price may be in cash, certified or official bank check payable to the
order of the Company, or wire transfer of funds to the Company’s account (or any
combination of any of the foregoing) in the amount of the Exercise Price for
each share being purchased. In each case, the Shares issuable upon the exercise
of this Warrant in the absence of an effective registration statement will be
“restricted securities” within the meaning of the 1933 Act and will be endorsed
with the legend included in the Notice of Exercise. If the Holder is unable to
make the certifications in either Schedule C or Schedule D, the Holder may
alternatively deliver a legal opinion of counsel satisfactory to the Company
stating that the issuance of the Shares upon exercise of the Warrants by the
Holder will not be subject to the registration requirements of the 1933 Act.

          1.3
Delivery of Certificate and New Warrant. The Company agrees
that the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the Holder hereof as the record owner of such shares as
of the close of business on the date on which this Warrant shall have been
surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within three (3) days thereafter, the Company at its expense (including
the payment by it of any applicable issue taxes) will cause to be issued in the
name of and delivered to the Holder hereof, or as the Holder (upon payment by
the Holder of any applicable transfer taxes) may direct in compliance with
applicable securities laws, a certificate or certificates for the number of duly
and validly issued, fully paid and nonassessable shares of Common Stock to which
the Holder shall be entitled on such exercise, together with any other stock or
other securities and property (including cash, where applicable) to which the
Holder is entitled upon such exercise; and, unless this Warrant has expired, a
new Warrant representing the number of Shares (except a remaining fractional
share), if any, with respect to which this Warrant shall not then have been
exercised shall also be issued to the Holder hereof within such time. 

          1.4
Fractional Shares. No fractional Shares shall be issuable upon
exercise or conversion of the Warrant and the number of Shares to be issued
shall be rounded down to the nearest whole Share. If a fractional share interest
arises upon any exercise or conversion of the Warrant, the Company shall
eliminate such fractional share interest by paying to Holder an amount computed
by multiplying the fractional interest by the current market price of a full
Share. 

          1.5
Accelerated Exercise Period. Notwithstanding the date of the
Expiry Date set forth above, if the closing price of the Company’s common stock
is above $0.45 per share for twenty consecutive trading days at any time during
the term of this Warrant, then the Expiry Date will be accelerated to the date
that is thirty calendar days from the date that is the twentieth consecutive
trading day above the price threshold (the “Accelerated Exercise Period”). In
the event that the Holder does not exercise this Warrant within the Accelerated
Exercise Period, then this Warrant will expire at 5:00 pm, Eastern Time, on the
last date of the Accelerated Exercise Period. 

2. Covenants of the Company.

          2.1
Authorized Shares. The Company covenants and agrees that the Company will at
all times have authorized and reserved, free from preemptive rights, a
sufficient number of shares of Common Stock to provide for the exercise in full
of the rights represented by this Warrant.




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          2.2
Issuance of Shares. The Company covenants and agrees that all shares of
Common Stock that may be issued upon the exercise of the rights represented by
this Warrant will, upon issuance, be validly issued, fully paid and
non-assessable, and free from all transfer taxes, liens and charges with respect
to the issue thereof. 

3. Transfer and Replacement. 

          (a)
Subject to compliance with any applicable securities laws and the conditions set
forth herein, this Warrant and all rights hereunder are transferable, in whole
or in part, upon surrender of this Warrant at the principal office of the
Company, together with a written assignment of this Warrant substantially in the
form attached hereto duly executed by the Holder or its agent or attorney and
funds sufficient to pay any transfer taxes payable upon the making of such
transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the
portion of this Warrant not so assigned, and this Warrant shall promptly be
cancelled. A Warrant, if properly assigned, may be exercised by a new holder for
the purchase of Shares without having a new Warrant issued. 

          (b)
The Company agrees to maintain, at its aforesaid office, books for the
registration and the registration of transfer of the Warrants.

          (c)
If, at the time of the surrender of this Warrant in connection with any transfer
of this Warrant, the transfer of this Warrant shall not be registered pursuant
to an effective registration statement under the Securities Act and under
applicable state securities or blue sky laws, the Company may require, as a
condition of allowing such transfer (i) that the Holder or transferee of this
Warrant, as the case may be, furnish to the Company a written opinion of counsel
(which opinion shall be in form, substance and scope customary for opinions of
counsel in comparable transactions) to the effect that such transfer may be made
without registration under the Securities Act and under applicable state
securities or blue sky laws, (ii) that the holder or transferee execute and
deliver to the Company a Transfer Form, in the form attached hereto as Schedule
B, and any other investment letter in form and substance reasonably acceptable
to the Company in order to establish that the transfer is exempt from the
registration requirements of the Securities Act, and (iii) that the transferee
be an "accredited investor" as defined in Rule 501(a) promulgated under the
Securities Act.

          (d)
The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
or any stock certificate relating to the Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.

4. Adjustments of Exercise Price and/or Number of
Shares. 

          4.1
Subdivision or Combination of Shares. The number and kind of
securities purchasable upon the exercise of this Warrant and the Exercise Price
shall be subject to adjustment from time to time upon the happening of any of
the following. In case the Company shall (i) pay a dividend in shares of Common
Stock or make a distribution in shares of Common Stock to holders of its
outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock, or (iv) issue any shares
of its capital stock in a reclassification of the Common Stock, then the number
of Shares purchasable upon exercise of this Warrant immediately prior thereto
shall be adjusted so that the Holder shall be entitled to receive the kind and
number of Shares or other securities of the Company which it would have owned or
have been entitled to receive had such Warrant been exercised in advance
thereof. Upon each such adjustment of the kind and number of Shares or other
securities of the Company which are purchasable hereunder, the Holder shall
thereafter be entitled to purchase the number of 




- 4 -

Shares or other securities resulting from such adjustment at an
Exercise Price per Warrant Share or other security obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
Shares purchasable pursuant hereto immediately prior to such adjustment and
dividing by the number of Shares or other securities of the Company resulting
from such adjustment. An adjustment made pursuant to this paragraph shall become
effective immediately after the effective date of such event retroactive to the
record date, if any, for such event.

          4.2
Reorganization, Reclassification, Consolidation, Merger or
Sale. If any recapitalization, reclassification or reorganization
of the share capital of the Company, or any consolidation or merger of the
Company with another Company, or the sale of all or substantially all of its
shares and/or assets or other transaction (including, without limitation, a sale
of substantially all of its assets followed by a liquidation) shall be effected
in such a way that holders of Common Stock shall be entitled to receive shares,
securities or other assets or property, then, as a condition of such
recapitalizations, reclassifications, reorganizations, consolidations, mergers
or sales, lawful and adequate provisions shall be made by the Company whereby
the Holder hereof shall thereafter have the right to purchase and receive (in
lieu of the Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby) such shares,
securities or other assets or property as may be issued or payable with respect
to or in exchange for the number of outstanding Common Stock which such Holder
would have been entitled to receive had such Holder exercised this Warrant
immediately prior to the consummation of such recapitalizations,
reclassifications, reorganizations, consolidations, mergers or sales. The
Company or its successor shall promptly issue to Holder a new Warrant for such
new securities or other property. The new Warrant shall provide for adjustments
which shall be as nearly equivalent as may be practicable to give effect to the
adjustments provided for in this Section 4 including, without limitation,
adjustments to the Exercise Price and to the number of securities or property
issuable upon exercise of the new Warrant. The provisions of this Section 4.2
shall similarly apply to successive recapitalizations, reclassifications,
reorganizations, consolidations, mergers or sales. 

          4.3
Notice of Adjustment. Whenever the number of Shares or
number or kind of securities or other property purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall give notice thereof to the Holder, which notice shall state the number of
Shares (and other securities or property) purchasable upon the exercise of this
Warrant and the Exercise Price of such Shares (and other securities or property)
after such adjustment, setting forth a brief statement of the facts requiring
such adjustment and setting forth the computation by which such adjustment was
made.

5. Miscellaneous Provisions. 

          5.1
Notices. Any notice or other document required or permitted to
be given or delivered to the Holder shall be delivered or forwarded to the
Holder at the address for Holder provide on the first page of this Warrant or to
such other address or number as shall have been furnished to the Company in
writing by the Holder. Any notice or other document required or permitted to be
given or delivered to the Company shall be delivered or forwarded to the Company
at Suite 306, 1140 Homer Street, Vancouver, British Columbia Attention: Paul
Saxton, or to such other address or number as shall have been furnished to
Holder in writing by the Company. All notices, requests and approvals required
by this Warrant shall be in writing and shall be conclusively deemed to be given
(a) when hand-delivered to the other party, (b) when received if sent by
facsimile at the address and number set forth above; provided that notices given
by facsimile shall not be effective, unless either (i) a duplicate copy of such
facsimile notice is promptly given by depositing the same in the mail, postage
prepaid and addressed to the party as set forth below or (ii) the receiving
party delivers a written confirmation of receipt for such notice by any other
method permitted under this paragraph; and further provided that any notice
given by facsimile received after 5:00 p.m. (recipient’s time) or on a
non-business day shall be deemed received on the next business day; (c) five (5)
business days after deposit in the United States mail, certified, return receipt
requested, postage prepaid, and addressed to the party as set forth below; or
(d) the next business day after deposit with an international overnight delivery
service, postage prepaid, addressed to the party as set forth below with 




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next business day delivery guaranteed; provided that the
sending party receives confirmation of delivery from the delivery service
provider. 

          5.2
Limitation of Liability. No provision hereof, in the absence
of affirmative action by the Holder to purchase shares of Common Stock, and no
mere enumeration herein of the rights or privileges of the Holder, shall give
rise to any liability of the Holder for the Exercise Price hereunder or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company. 

          5.3
No Rights as Stockholder. This Warrant shall not entitle the
Holder to any of the rights of a stockholder of the Company except upon exercise
in accordance with the terms hereof.

          5.4
Governing Law. This Warrant shall be governed by and construed
in accordance with the laws of the State of Nevada as applied to agreements
among Nevada residents made and to be performed entirely within the State of
Nevada, without giving effect to the conflict of law principles thereof. 

          5.5
Waiver, Amendments and Headings. This Warrant and any
provision hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by both parties (either generally or in a
particular instance and either retroactively or prospectively). The headings in
this Warrant are for purposes of reference only and shall not affect the meaning
or construction of any of the provisions hereof. 

IN WITNESS WHEREOF, the Company has caused this Warrant
to be signed by its duly authorized officer effective as of the ______day of
______________, 200__. 

LINCOLN GOLD CORPORATION

	Signature of Authorized Signatory: 	___________________________________________________
	 	 
	Name of Authorized Signatory: 	___________________________________________________
	 	 
	Position of Authorized Signatory: 	___________________________________________________






SCHEDULE A

NOTICE OF EXERCISE 

(TO BE COMPLETED ONLY IF A REGISTRATION 
STATEMENT IS NOT
EFFECTIVE)

TO: LINCOLN GOLD CORPORATION

The undersigned hereby irrevocably exercises the right to
purchase the number of shares of common stock of Lincoln Gold Corporation (the
"Company") set forth below (the "Shares") pursuant to the Series A Warrant to
Purchase Common Stock issued by the Company delivered concurrently with this
Notice of Exercise. In accordance with the provisions of the Warrant, the
undersigned hereby tenders the following concurrently with the delivery of this
Notice of Exercise (i) payment of the Exercise Price payable by the undersigned
for the Shares (the “Purchase Price”) in effect for each of the Shares being
purchased, and (ii) the original Warrant. The undersigned hereby directs that
the Shares be issued in the name of the undersigned and delivered to the address
of the undersigned as indicated below:

	Number of Shares Purchased: 	                                                     Shares                                    
    
	 	 
	Exercise Price: 	$ 0.35 per Share                                                                        
    
	 	 
	Aggregate Purchase Price: 	$                                                                                                    
    
		
	 	 
	Date of Execution: 	____________________________________________
	 	 
	Signature of Purchaser or Authorized
      Signatory of Purchaser (if the Purchaser is not an individual):
    	

      
 

      ____________________________________________


	 	 
	Name of Authorized Signatory of
      Purchaser (if the Purchaser is not an individual): 	
 

      ____________________________________________


	 	 
	Title of Authorized Signatory of
      Purchaser (if the Purchaser is not an individual): 	
 

      ____________________________________________


	 	 
	Name of Purchaser: 	____________________________________________
	 	 
	Address of Purchaser: 	____________________________________________








	- 2 - 
	 
	SCHEDULE B 
	 
	TRANSFER FORM 



	TO: 	LINCOLN GOLD CORPORATION 
	  	(the “Company”) 


FOR VALUE RECEIVED, subject to receipt of prior written
approval of the Company, the undersigned transferor (the “Transferor”) hereby
sells, assigns and transfers unto the undersigned transferee (the “Transferee”)
the number of Series A Warrants of the Company registered in the name of the
Transferor as set forth below (the “Warrants”) and represented by the
certificate attached hereto. The Transferee irrevocably appoints the Company as
the attorney of the undersigned to transfer the said securities on the register
of transfers for the said Warrants, with full power of substitution.

	Number of Warrants Transferred: 	                                  Warrants                                           
    
	 	 
	Warrant Certificate Number: 	_________________________________________
	 	 
	Name of Transferor: 	_________________________________________
	 	 
	Name of Transferee: 	_________________________________________
	 	 
	Address of Transferee: 	_________________________________________
	 	 
	  	_________________________________________
	  	
	Date of Execution: 	_________________________________________
	 	 
	Signature of Transferor or Authorized
      Signatory of Transferor (if the Transferor is not an individual):
    	

      

      

      _________________________________________


	 	 
	Name of Authorized Signatory of
      Transferor (if the Transferor is not an individual): 	

      

      _________________________________________


	 	 
	Title of Authorized Signatory of
      Transferor (if the Transferor is not an individual): 	
_________________________________________


	 	 
	Name of Transferor: 	_________________________________________
	 	 
	Address of Transferor: 	_________________________________________







	- 3 - 
	 
	SCHEDULE C 
	 
	NOTICE OF EXERCISE 
	 
	(TO BE COMPLETED BY A U.S. INVESTOR ONLY IF A
      REGISTRATION 
	STATEMENT IS NOT EFFECTIVE)




	TO: 	LINCOLN GOLD CORPORATION



The undersigned hereby exercises the right to purchase the
number of shares of common stock of Lincoln Gold Corporation (the "Company") set
forth below (the "Shares") pursuant to the Series A Warrant to Purchase Common
Stock issued by the Company delivered concurrently with this Notice of Exercise.
In accordance with the provisions of the Warrant, the undersigned hereby tenders
the following concurrently with the delivery of this Notice of Exercise (i)
payment of the Exercise Price payable by the undersigned for the Shares (the
“Purchase Price”) in effect for each of the Shares being purchased, and (ii) the
original Warrant.

	Number of Shares Purchased: 	                                                       Shares                       
    
	 	 
	Exercise Price: 	$ 0.35 per
      Share                                                             
    
	 	 
	Aggregate Purchase Price: 	$                                                                                        
    


The undersigned represents and warrants to the Company
that:

	1. 	
      It has such knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of an
      investment in the Shares and it is able to bear the economic risk of loss
      of its entire investment.

	 	 
	2. 	
      The Company has provided to it the opportunity to ask
      questions and receive answers concerning the terms and conditions of the
      offering and it has had access to such information concerning the Company
      as it has considered necessary or appropriate in connection with its
      investment decision to acquire the Shares.

	 	 
	3. 	
      It is acquiring the Shares for its own account, for
      investment purposes only and not with a view to any resale, distribution
      or other disposition of the Shares in violation of the United States
      securities laws.

	 	 
	4. 	
      It understands the Shares have not been registered under
      the United States Securities Act of 1933, as amended (the "1933 Act") or
      the securities laws of any state of the United States and that the sale
      contemplated hereby is being made in reliance on an exemption from such
      registration requirements.

	 	 
	5. 	
      The undersigned is an “accredited investor” as defined in
      Rule 501(a) of Regulation D promulgated under the 1933 Act.

	 	 
	7. 	
      It has not exercised the Warrants as a result of any form
      of general solicitation or general advertising, including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio, television or other
      form of telecommunications, or any seminar or meeting whose attendees have
      been invited by general solicitation or general
  advertising.







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	8. 	
      It understands that the Shares are "restricted
      securities" under applicable federal securities laws and that the 1933 Act
      and the rules of the SEC provide in substance that the undersigned may
      dispose of the Shares only pursuant to an effective registration statement
      under the 1933 Act or an exemption therefrom.

	 	 
	9. 	
      The certificates representing the Shares (and any
      certificates issued in exchange or substitution for the Securities) will
      bear the following legend in accordance with Regulation D in order to
      denote the Shares as “Restricted Securities”:

	 	 
		
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE
      BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION
      REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
      RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE
      APPLICABLE PROVISIONS OF THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE
ACT.”




	Date of Execution: 	______________________________________________
	 	 
	Signature of Purchaser or Authorized
      Signatory of Purchaser (if the Purchaser is not an individual): 	

______________________________________________


	 	 
	Name of Authorized Signatory of Purchaser
      (if the Purchaser is not an individual): 	

      

      ______________________________________________

	 	 
	Title of Authorized Signatory of Purchaser
      (if the Purchaser is not an individual): 	

      

      ______________________________________________

	 	 
	Name of Purchaser: 	______________________________________________
	 	 
	Address of Purchaser: 	______________________________________________






SCHEDULE D

FORM OF NOTICE OF EXERCISE 
(TO BE COMPLETED BY A
NON- INVESTOR ONLY IF A REGISTRATION 
STATEMENT IS NOT EFFECTIVE)

TO: LINCOLN GOLD CORPORATION

The undersigned hereby exercises the right to purchase the
number of shares of common stock of Lincoln Gold Corporation (the "Company") set
forth below (the "Shares") pursuant to the Series A Warrant to Purchase Common
Stock issued by the Company and delivered concurrently with this Notice of
Exercise. In accordance with the provisions of the Warrant, the undersigned
hereby tenders the following concurrently with the delivery of this Notice of
Exercise (i) payment of the Exercise Price payable by the undersigned for the
Shares (the “Purchase Price”) in effect for each of the Shares being purchased,
and (ii) the original Warrant.

	Number of Shares Purchased: 	                                                       Shares                             
    
	 	 
	Exercise Price: 	  $ 0.35 per
      Share                                                                 
    
	 	 
	Aggregate Purchase Price: 	$                                                                                               
    


The undersigned represents and warrants to and agrees with the
Company that:

	1. 	
      It has such knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of an
      investment in the Shares and it is able to bear the economic risk of loss
      of its entire investment.

	 	 
	2. 	
      The Company has provided to it the opportunity to ask
      questions and receive answers concerning the terms and conditions of the
      offering and it has had access to such information concerning the Company
      as it has considered necessary or appropriate in connection with its
      investment decision to acquire the Shares.

	 	 
	3. 	
      It is acquiring the Shares for its own account, for
      investment purposes only and not with a view to any resale, distribution
      or other disposition of the Shares in violation of the United States
      securities laws.

	 	 
	4. 	
      It understands the Shares have not been and will not be
      registered under the United States Securities Act of 1933, as amended (the
      "1933 Act") or the securities laws of any state of the United States and
      that the sale contemplated hereby is being made in reliance on a
      safe-harbour from such registration requirements.

	 	 
	5. 	
      The undersigned is not a “U.S. Person” as defined by
      Regulation S of the Securities Act and is not acquiring the Shares for the
      account or benefit of a U.S. Person.



A “U.S. Person” is defined by
Regulation S of the Act to be any person who is:

(a) any natural person resident in
the United States;

(b) any partnership or corporation
organized or incorporated under the laws of the United States;

(c) any estate of which any
executor or administrator is a U.S. person;




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	 	 	(d) 	 any trust of which any trustee is a U.S. person;

	 	 	 	 
	 	 	(e) 	 any agency or branch of a foreign entity located
        in the United States;

	 	 	 	 
	 	 	(f) 	 any non-discretionary account or similar account
        (other than an estate or trust) held by a dealer or other fiduciary organized,
        incorporate, or (if an individual) resident in the United States; and

	 	 	 	 
	 	 	(g) 	 any partnership or corporation if:





	 	 	 	(i) 	 organized or incorporated under the laws of any foreign
        jurisdiction; and

	 	 	 	 	 
	 	 	 	(ii) 	 formed by a U.S. person principally for the purpose
        of investing in securities not registered under the Act, unless it is
        organized or incorporated, and owned, by accredited Subscribers [as defined
        in Section 230.501(a) of the Act] who are not natural persons, estates
        or trusts.





	6. 	
      The undersigned was not in the United States at the time
      the offer to purchase the Shares was received and the Subscriber was not
      in the United States at the time these Warrants were exercised.

	 	 
	7. 	
      The undersigned acknowledges that the Shares are
      “restricted securities” within the meaning of the Securities Act and will
      be issued to the Subscriber in accordance with Regulation S of the
      Securities Act without registration under the Securities Act.

	 	 
	8. 	
      The undersigned agrees to resell the Shares only in
      accordance with the provisions of Regulation S of the Securities Act,
      pursuant to registration under the Securities Act, or pursuant to an
      available exemption from registration pursuant to the Securities
    Act.

	 	 
	9. 	
      The undersigned agrees not to engage in hedging
      transactions with regard to the Shares unless in compliance with the
      Securities Act.

	 	 
	10. 	
      The Subscriber acknowledges and agrees that all
      certificates representing the Shares will be endorsed with the following
      legend in accordance with Regulation S of the Securities
  Act:



“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT”.




- 3 -

	11. 	
      The Subscriber and the Company agree that the Company
      will refuse to register any transfer of the Shares not made in accordance
      with the provisions of Regulation S of the Securities Act, pursuant to
      registration under the Securities Act, pursuant to an available exemption
      from registration, or pursuant to this
Agreement.




	Date of Execution: 	_______________________________________________
	 	
	Signature of Purchaser or Authorized
      Signatory of Purchaser (if the Purchaser is not an individual): 	

_______________________________________________


	 	
	Name of Authorized Signatory of Purchaser
      (if the Purchaser is not an individual): 	

      

      _______________________________________________

	 	
	Title of Authorized Signatory of Purchaser
      (if the Purchaser is not an individual): 	

      

      _______________________________________________

	 	
	Name of Purchaser: 	_______________________________________________
	 	
	Address of Purchaser: 	_______________________________________________