Filed by Automated Filing Services Inc. (604) 609-0244 - Lincoln Gold Corporation - Exhibit 4.2






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

SERIES B
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: 	$1.20 per share. 
	Expiry Date: 	The
      date that is four years 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. 




- 2 -

                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 $1.50 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 




- 5 -

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 B 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: 	$
      1.20 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 B 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 B 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: 	$
      1.20 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.
  







- 4 -

	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 B 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 

	Number of
      Shares Purchased: 	Shares 
	 	 
	Exercise
      Price: 	$
      1.20 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   

	  	 	
       

	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; 








- 2 -

	 	(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: