**Exhibit2.8**

** **

**UNLESSPERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOTTRADE THE SECURITY BEFORE SEPTEMBER 20, 2004.**

 

Void after 5:00 p.m.(Toronto time) on the 199h day of May, 2007.

 
| Number of Warrants: • |   | Warrant Certificate No.  • |
|----------------------------|--------|---------------------------------|

 

**ADB SYSTEMS INTERNATIONAL LTD.**

(organized under the lawsof the Province of Ontario)

 

Thisis to certify that, for value received,                                                                            ****(the“**Holder**”), shall have theright to purchase from ADB Systems International Ltd. (the “**Corporation**”),at any time and from time to time up to 5:00 p.m. (Toronto time) on May 19,2007****(the“**Expiry Time**”), one fullypaid and non-assessable Common Share for each Warrant (individually, a “**Warrant**”)represented hereby at a price of Cdn$0.50 per share (the **“****Exercise Price**”), upon andsubject to the following terms and conditions:

 

1.             Forthe purpose of this Warrant, the term **“****Common Shares**” means commonshares in the capital of the Corporation as constituted on the date hereof;provided that in the event of a change, subdivision, re-division, reduction,combination or consolidation thereof or any other adjustment under clause 7hereof, or such successive changes, subdivisions, re-divisions, reductions,combinations, consolidations or other adjustments, then subject to theadjustments, if any, having been made in accordance with the provisions of thisWarrant Certificate,******“****Common Shares**” shallthereafter mean the shares, other securities or other property resulting fromsuch change, subdivision, re-division, reduction, combination or consolidationor other adjustment.

 

2.             Allrights under any of the Warrants in respect of which the right of subscriptionand purchase therein provided for shall not theretofore have been exercisedshall wholly cease and determine and such Warrants shall be wholly void and ofno valid or binding effect after the Expiry Time.

 

3.             Theright to purchase Common Shares pursuant to the Warrants may only be exercisedby the Holder before the Expiry Time by:

 

(a)                                  dulycompleting and executing a subscription substantially in the form attachedhereto, in the manner therein indicated; and

 

(b)                                 surrenderingthis Warrant Certificate and the duly completed and executed subscription formto the Corporation at the principal office of the Corporation at 201-6725Airport Road, Mississauga, Ontario L4V 1V2, together with payment of thepurchase price for the Common Shares subscribed for in the form of cash or acertified cheque payable to the Corporation in an amount equal to the thenapplicable Exercise Price multiplied by the number of Common Shares subscribedfor.

 

4.             Issueof Common Shares upon Exercise.

 

(a)                                  Uponsuch delivery and payment as set forth in section 4, the Corporation shallcause to be issued to the Holder the number of Common Shares to be issued andthe Holder shall become a shareholder of the Corporation in respect of suchCommon Shares with effect from the date of such delivery and payment and shallbe entitled to delivery of a certificate or certificates evidencing suchshares.  The Corporation shall causesuch certificate or certificates to be

 

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delivered via bonded overnight courier to the Holderat the address or addresses specified in such subscription form within five (5)business days of such delivery and payment as herein provided.

 

(b)                                 TheCorporation shall not be required to issue fractional Common Shares upon theexercise of the Warrants and no payment shall be made by the Corporation inlieu of issuing any fractional interest in a common share.

 

5.             Theholding of a Warrant shall not constitute the Holder  a shareholder of the Corporation nor entitle him to any right orinterest in respect thereof except as herein expressly provided.

 

6.             TheCorporation covenants and agrees that until the Expiry Time, while any of theWarrants shall be outstanding, it shall reserve and there shall remain unissuedout of its authorized capital a sufficient number of Common Shares to satisfythe right of purchase herein provided, as such right of purchase may beadjusted pursuant to clauses 7 and 8 hereof. All Common Shares which shall be issued upon the exercise of the rightto purchase herein provided for, upon payment therefor of the amount at whichsuch Common Shares may at the time be purchased pursuant to the provisionshereof, shall be issued as fully paid and non-assessable shares and the holdersthereof shall not be liable to the Corporation or its creditors in respectthereof.

 

7.             Adjustment

 

(a)                                  Ifand whenever at any time after the date hereof and prior to the Expiry Time theCorporation shall (i) subdivide, re-divide or change its then outstandingCommon Shares into a greater number of Common Shares, (ii) reduce, combine orconsolidate its then outstanding Common Shares into a lesser number of CommonShares, or (iii) issue Common Shares (or securities exchangeable for orconvertible into Common Shares) to the holders of all or substantially all ofits then outstanding Common Shares by way of a stock dividend or other distribution(any of such events herein called a “**Common Share Reorganization**”), then theExercise Price shall be adjusted effective immediately after the effective dateof any such event in (i) or (ii) above or the record date at which the holdersof Common Shares are determined for the purpose of any such dividend ordistribution in (iii) above, as the case may be, by multiplying the ExercisePrice in effect on such effective date or record date, as the case may be, by afraction, the numerator of which shall be the number of Common Sharesoutstanding on such effective date or record date, as the case may be, beforegiving effect to such Common Share Reorganization and the denominator of whichshall be the number of Common Shares outstanding immediately after givingeffect to such Common Share Reorganization including, in the case wheresecurities exchangeable for or convertible into Common Shares are distributed,the number of Common Shares that would be outstanding if such securities wereexchanged for or converted into Common Shares.

 

(b)                                 Ifand whenever at any time after the date hereof and prior to the Expiry Time,the Corporation shall distribute any class of shares or rights, options orwarrants or other securities (other than those referred to in 7(a) above),evidences of indebtedness or property (excluding cash dividends paid in theordinary course) to holders of all or substantially all of its then outstandingCommon Shares, the Holder shall receive, in addition to the number of theCommon Shares in respect of which the right to purchase is then beingexercised, the aggregate number of Common Shares or other securities orproperty that the Holder would have been entitled to receive as a result ofsuch event, if, on the record date thereof, the Holder had been the registeredholder of the number of Common Shares to which the Holder was theretoforeentitled upon the exercise of the rights of the Holder hereunder.

 

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(c)                                  Ifand whenever at any time after the date hereof and prior to the Expiry Timethere is a capital reorganization of the Corporation or a reclassification orother change in the Common Shares (other than a Common Share Reorganization) ora consolidation or merger or amalgamation of the Corporation with or into anyother corporation or other entity (other than a consolidation, merger oramalgamation which does not result in any reclassification of the outstandingCommon Shares or a change of the Common Shares into other securities), or atransfer of all or substantially all of the Corporation’s undertaking andassets to another corporation or other entity in which the holders of CommonShares are entitled to receive shares, other securities or other property (anyof such events being called a “**Capital Reorganization**”), the Holder, wherehe has not exercised the right of subscription and purchase under this WarrantCertificate prior to the effective date of such Capital Reorganization, shallbe entitled to receive and shall accept, upon the exercise of such right, onsuch date or any time thereafter, for the same aggregate consideration in lieuof the number of Common Shares to which he was theretofore entitled tosubscribe for and purchase, the aggregate number of shares or other securitiesor property which the Holder would have been entitled to receive as a result ofsuch Capital Reorganization if, on the effective date thereof, he had been theregistered holder of the number of Common Shares to which he was theretoforeentitled to subscribe for and purchase.

 

(d)                                 Ifand whenever at any time after the date hereof and prior to the Expiry Time,the Corporation shall fix a record date for the issuance of rights, options orwarrants to all or substantially all of the holders of the outstanding CommonShares entitling them, for a period expiring not more than forty-five (45) daysafter the record date, to subscribe for or purchase Common Shares or securitiesconvertible, exercisable or exchangeable into Common Shares (each, a “**ConvertibleSecurity**”) at a price per share (or having a conversation, exerciseor exchange price per share) less than 95% of the Current Market Price (asdefined below) on the earlier of the record date and the date on which theCorporation announces its intention to make such issuance (any such issuancebeing herein called a “**Rights Offering**”), the Exercise Price shallbe adjusted on the record date so that it shall equal the number which is theproduct of the Exercise Price in effect immediately prior to the record dateand the fraction:

 

(i)                                     thenumerator of which shall be the total number of Common Shares outstandingimmediately prior to the record date plus a number of Common Shares equal tothe number arrived at by multiplying the total number of additional CommonShares offered for subscription or purchase or into or for which the totalnumber of rights, options or warrants so offered are convertible orexchangeable by the quotient obtained by dividing the purchase or subscriptionprice for each Common Share or conversion price for each Convertible Securityoffered for subscription or purchase by such Current Market Price for theCommon Shares, and

 

(ii)                                  thedenominator of which shall be the total number of Common Shares outstandingimmediately prior to such record date plus the total number of additionalCommon Shares offered for subscription or purchase or into or for which thetotal number of rights, options or warrants so offered are convertible orexchangeable.

 

To the extent that any rights, options or warrants arenot so issued or any of the rights, options or warrants so issued are notexercised prior to the expiration thereof, the Exercise Price will bereadjusted to the Exercise Price in effect immediately prior to the recorddate, and the

 

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Exercise Price will be further adjusted based upon thenumber of additional Common Shares actually delivered upon the exercise of therights, options or warrants, as the case may be.

 

For the purposes of this clause 7(d), “**CurrentMarket Price**”, at any date, means the weighted average price perCommon Share at which the Common Shares have traded: (a) on the Toronto StockExchange; or (b) if the Common Shares are not quoted on the Toronto StockExchange, on any stock exchange or over-the-counter market upon which theCommon Shares are then listed or quoted for trading, during the twenty (20)consecutive trading days (on each of which at least five hundred (500) CommonShares are traded in board lots) ending the third (3rd) trading day before suchdate, and the weighted average price shall be determined by dividing theaggregate sale price of all Common Shares sold in board lots on the exchange ormarket, as the case may be, during the twenty (20) consecutive trading days bythe number of Common Shares sold, provided that if the Common Shares are notlisted or quoted for trading on any stock exchange or market, the price shallbe determined by the board of directors of the Corporation in its solediscretion, acting reasonably.

 

(e)                                  Ifand whenever at any time after the date hereof and prior to the Expiry Time,any of the events set out in clause 7(a) or (d) shall occur and the occurrenceof such event results in an adjustment of the Exercise Price pursuant to theprovisions of clause 7(a) or (d), then the number of Common Shares purchasablepursuant to this Warrant shall be adjusted contemporaneously with theadjustment of the Exercise Price by multiplying the number of Common Sharesthen otherwise purchasable on the exercise thereof by a fraction, the numeratorof which shall be the Exercise Price in effect immediately prior to theadjustment and the denominator of which shall be the Exercise Price resultingfrom such adjustment.

 

(f)                                    Ifthe Corporation takes any action affecting its Common Shares to which theforegoing provisions of this clause 7, in the opinion of the board of directorsof the Corporation, acting in good faith, are not strictly applicable, or ifstrictly applicable would not fairly adjust the rights of the Holder againstdilution in accordance with the intent and purposes hereof, or would otherwisematerially affect the rights of the Holder of the Warrants hereunder, then theCorporation shall execute and deliver to the Holder an amendment heretoproviding for an adjustment in the application of such provisions so as toadjust such rights as aforesaid in such manner as the board of directors of theCorporation may determine to be equitable in the circumstances, acting in goodfaith. The failure of the taking of action by the board of directors of theCorporation to so provide for any adjustment on or prior to the effective dateof any action or occurrence giving rise to such state of facts will beconclusive evidence that the board of directors has determined that it isequitable to make no adjustment in the circumstances.

 

8.             Thefollowing rules and procedures shall be applicable to the adjustments madepursuant to clause 7:

 

(a)                                  noadjustment in the Exercise Price shall be required unless a change of at least1% of the prevailing Exercise Price would result, provided, however, that anyadjustment which, except for the provisions of this clause 8(a), wouldotherwise have been required to be made, shall be carried forward and takeninto account in any subsequent adjustment;

 

(b)                                 theadjustments provided for in clause 7 are cumulative and shall apply tosuccessive subdivisions, consolidations, dividends, distributions and otherevents resulting in any adjustment under the provisions of such clause;

 

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(c)                                  inthe absence of a resolution of the board of directors of the Corporation fixinga record date for any dividend or distribution referred to in clause 7(a)(iii)above, the Corporation shall be deemed to have fixed as the record date thereforthe date on which such dividend or distribution is effected;

 

(d)                                 ifthe Corporation sets a record date to take any action and thereafter and beforethe taking of such action abandons its plan to take such action, then noadjustment to the Exercise Price will be required by reason of the setting ofsuch record date;

 

(e)                                  forthwithafter any adjustment to the Exercise Price or the number of Common Sharespurchasable pursuant to the Warrants, the Corporation shall provide to theHolder a certificate of an officer of the Corporation certifying as to theamount of such adjustment and, in reasonable detail, describing the eventrequiring and the manner of computing or determining such adjustment; and

 

(f)                                    anyquestion that at any time or from time to time arises with respect to theamount of any adjustment to the Exercise Price or other adjustment pursuant toclause 7 shall be conclusively determined by a firm of independent charteredaccountants (who may be the Corporation’s auditors) and shall be binding uponthe Corporation and the Holder.

 

9.             Onthe happening of each and every such event set out in clause 7, the applicableprovisions of this Warrant, including the Exercise Price, shall, ipso facto, bedeemed to be amended accordingly and the Corporation shall take all necessaryaction so as to comply with such provisions as so amended.

 

10.           TheCorporation shall not be required to deliver certificates for Common Shareswhile the share transfer books of the Corporation are properly closed, havingregard to the provisions of clauses 7 and 8 hereof, prior to any meeting ofshareholders or for the payment of dividends or for any other purpose and inthe event of the surrender of any Warrant in accordance with the provisionshereof and the making of any subscription and payment for the Common Sharescalled for thereby during any such period delivery of certificates for CommonShares may be postponed for not more than five (5) days after the date of there-opening of said share transfer books. Provided, however, that any suchpostponement of delivery of certificates shall be without prejudice to theright of the Holder so surrendering the same and making payment during suchperiod to receive after the share transfer books shall have been re-opened suchcertificates for the Common Shares called for, as the same may be adjustedpursuant to clause 8 hereof as a result of the completion of the event inrespect of which the transfer books were closed.

 

11.           Subjectas hereinafter provided, all or any of the rights conferred upon the Holder bythe terms hereof may be enforced by the Holder by appropriate legalproceedings.  No recourse under or uponany obligation, covenant or agreement contained herein shall be had against anyshareholder, director or officer of the Corporation either directly or throughthe Corporation, it being expressly agreed and declared that the obligationsunder the Warrants are solely corporate obligations and that no personalliability whatever shall attach to or be incurred by the shareholders, directorsor officers of the Corporation or any of them in respect thereof, any and allrights and claims against every such shareholder, officer or director beinghereby expressly waived as a condition of and as a consideration for the issueof the Warrants.

 

12.           TheHolder may subscribe for and purchase any lesser number of Common Shares thanthe number of shares expressed in this Warrant Certificate.  In the case of any subscription for a lessernumber of Common Shares than expressed in this Warrant Certificate, the Holderhereof shall be entitled to receive at no cost to the Holder a new WarrantCertificate in respect of the balance of Warrant not then exercised.  Such new Warrant Certificate shall bedelivered by bonded overnight courier to the Holder by the Corporation,

 

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contemporaneously with the delivery of the certificateor certificates representing the Common Shares issued pursuant to clause 4.

 

13.           Ifthis Warrant Certificate is stolen, lost, mutilated or destroyed, theCorporation shall, on such terms as it may in its discretion acting reasonablyimpose, issue and sign and direct the Corporation’s transfer agent tocountersign a new Warrant Certificate of like denomination, tenor and date asthe Warrant Certificate so stolen, lost, mutilated or destroyed for delivery tothe Holder.

 

14.           TheCorporation shall keep at its principal office (or its transfer agent in theCity of Toronto): (a) a register of holders in which shall be entered the namesand addresses of the holders of the Warrants and of the number of Warrants heldby them; and (b) a register of transfers in which shall be entered the date andother particulars of each transfer of Warrants.  The registers hereinbefore referred to shall be open at allreasonable times for inspection by any Holder.

 

15.           Thetransferee of a Warrant Certificate shall, after the transfer form attached tothe Warrant Certificate or any other form of transfer acceptable to theCorporation, acting reasonably, is duly completed and the Warrant Certificateis lodged with the Corporation and upon compliance with all other conditions inthat regard required by this Warrant, by the Toronto Stock Exchange or by law,be entitled to have his name entered on the register of holders as the owner ofthe Warrants represented thereby free from all equities or rights of set-off orcounterclaim between the Corporation and the transferor or any previous holderof such Warrant, save in respect of equities of which the Corporation or thetransferee is required to take notice by statute or by order of a court ofcompetent jurisdiction.

 

16.           WarrantCertificates may, upon compliance with the reasonable requirements of theCorporation, be exchanged for Warrant Certificates in any other denominationrepresenting in the aggregate the same number of Warrants.  The Corporation shall issue and sign anddirect the Corporation’s transfer agent to countersign, all WarrantCertificates necessary to carry out the exchanges contemplated herein, provided:

 

(i)                                     WarrantCertificates may be exchanged only at the principal office of the Corporationin the City of Mississauga;

 

(ii)                                  anyWarrant Certificates tendered for exchange shall be surrendered to theCorporation and cancelled; and

 

(iii)                               exceptas otherwise herein provided, the Corporation shall not charge Holdersrequesting an exchange any sum for any new Warrant Certificate issued.

 

17.           TheCorporation may deem and treat the registered holder of any Warrant Certificateas the absolute owner of the Warrants represented thereby for all purposes, andthe Corporation shall not be affected by any notice or knowledge to thecontrary except where the Corporation is required to take notice by statute orby order of a court of competent jurisdiction. A Holder shall be entitled to the rights evidenced by such Warrant freefrom all equities or rights of set-off or counterclaim between the Corporationand the original or any intermediate holder thereof and all persons may actaccordingly and the receipt by any such Holder of the Common Shares purchasablepursuant to such Warrant shall be a good discharge to the Corporation for thesame and the Corporation shall not be bound to inquire into the title of anysuch Holder except where the Corporation is required to take notice by statuteor by order of a court of competent jurisdiction.

 

18.           TheHolder, if resident in Canada, acknowledges that appropriate legend, asfollows, will be placed upon certificates representing any securities issued onthe exchange, assignment or exercise of the Warrants represented by thiscertificate until the hold period expires for the Warrants so representedhereby.

 

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**LEGEND**

 

**“ UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDEROF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE SEPTEMBER 20, 2004.”**

 

19.           ThisWarrant shall be governed by the laws of the Province of Ontario and thefederal laws of Canada applicable herein.

 

20.           TheWarrants represented by this certificate and the Common Shares issuable uponexercise hereof have not been registered under the United States Securities Actof 1933, as amended (the “**1933 Act**”).  The Warrants represented by this certificate may not be exercisedby a U.S. person or person within the United States (or on behalf of any suchperson) unless registered under the 1933 Act or unless an exemption from suchregistration is available.  Terms usedin this clause 20 have the meanings assigned to them in Regulation S under the1933 Act.

 

21.           Allreferences herein to monetary amounts are references to lawful money of Canada.

 

**IN WITNESS WHEREOF,** the Corporation hascaused this Warrant Certificate to be signed by its duly authorized officer.

 

**DATED** this            dayof                 ,200         .

 

 
|   | **ADB  SYSTEMS INTERNATIONAL LTD.** |
|--------|-------------------------------------|
|   |                                |
|   |                                |
|   | By:                                 |   |
|   |                                | Authorized Signing Officer |

 

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**SUBSCRIPTION FORM**

 

**TO BE COMPLETED IF WARRANTS ARE TO BE EXERCISED:**

 
| **TO**: |   | **ADB  SYSTEMS INTERNATIONAL LTD.** |
|---------|--------|-------------------------------------|
|    |   | 6725 Airport Road, Suite 201        |
|    |   | Mississauga, Ontario L4V 1V2        |

 

**THEUNDERSIGNED** hereby subscribes for                          commonshares of ADB****Systems International Ltd. according to the terms andconditions set forth in the annexed warrant certificate (or such number of othersecurities or property to which such warrant entitles the undersigned toacquire under the terms and conditions set forth in the annexed warrantcertificate).

 
| Address for Delivery of Shares: |                   |
|---------------------------------|------------------------|
|                            |                   |
|                            |                   |
|                            |                   |
|                            |   Attention: |

 

Exercise Price Tendered

(Cdn$0.50 per share or asadjusted)         Cdn$                             

 

**DATED**at Toronto, this              dayof                        ,200     .

 
| Witness: | ) |                    |
|----------|---|-------------------------|
|     | ) |                    |   |
|     | ) | Holder’s Name      |   |
|     | ) |                    |   |
|     | ) |                    |   |
|     | ) | Authorized Signature    |   |
|     | ) |                    |   |
|     | ) |                    |   |
|     | ) | Title (*if applicable*) |   |

 

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**ASSIGNMENT FORM**

 

**TO BE COMPLETED IF WARRANTS ARE TO BE ASSIGNED**:

 
| **TO**: |   | **ADB  SYSTEMS INTERNATIONAL LTD.** |
|---------|--------|-------------------------------------|
|    |   | 6725 Airport Road, Suite 201        |
|    |   | Mississauga, Ontario L4V 1V2        |

 

** **
| **FOR  VALUE  RECEIVED,                                      **Warrants  represented by this Warrant Certificate are |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| hereby transferred to                                                                                                                                                                                                                                                                                              |
| residing at                                                                                                                                                                                                                                                                                                        |
| You are hereby instructed to take the necessary  steps to effect this transfer.                                                                                                                                                                                                                                    |

 

 

**DATED**at                                     ,this             dayof                       ,             .

 

 
| Witness: | ) |                    |
|----------|---|-------------------------|
|     | ) |                    |   |
|     | ) | Holder’s Name      |   |
|     | ) |                    |   |
|     | ) |                    |   |
|     | ) | Authorized Signature    |   |
|     | ) |                    |   |
|     | ) |                    |   |
|     | ) | Title (*if applicable*) |   |

 

 

Signature guaranteed:

 

The signature must be guaranteed by a Canadian chartered bank or amember of a recognized stock exchange or other entity acceptable to theCorporation.

 

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