Grant Hartford Corporation



Warrant to purchase __________
 shares of Common stock, subject
to the provisions set forth below.


Warrant to Purchase shares of Common Stock of

Grant Hartford Corporation

(a Montana Corporation)


             
  1.	Issuance of Warrant.


             
  This certifies that for good and valuable consideration, ___________________ and
assigns (collectively, the "Warrantholder"), is entitled to purchase from Grant Hartford
Corporation, a Montana corporation (the "Company"), subject to the terms and conditions
hereof, at any time commencing on the date hereof and before 5:00pm, Montana time on October
31, 2010 (the "Expiration Date"), ___________________________________ (__________) shares of
common stock (the "Common Stock" and/or "Warrant Shares") for $1.50 per share (the "Exercise
Price").  This Warrant may be exercised in whole or in part.  The exercise price per share
and the number of shares of Common Stock issuable upon exercise of this Warrant are subject
to adjustment as hereinafter provided.


             
  2.	Manner of Exercise.


             
  (a) This Warrant may be exercised by giving written notice of such exercise to the
Company, accompanied by payment in full of the Exercise Price, in cash or certified check
payable to the Company, for the shares to be purchased.  As soon as practicable, but not
later than 15 days after Warrantholder has given said written notice and made said payment,
the Company shall, without charging stock issue or transfer taxes to Warrantholder, issue
the number of shares of duly authorized common stock issuable upon such exercise, which shall
be duly issued, fully paid and non-assessable, and shall deliver to Warrantholder a certificate
or certificates thereof, registered in Warrantholder's name.  The Warrantholder shall be deemed
a stockholder of the Company upon exercise of this Warrant as provided in this Section 2,
except that if payment is made by personal check he/she shall not be deemed a stockholder
until such time as his/her check has cleared.


             
  (b)  If this Warrant is exercised in part, it must be exercised for a number of
whole shares of Common Stock, and the Warrantholder will be entitled to receive a new Warrant
covering the Warrant Shares which have not been exercised.  Upon such surrender of this Warrant,
the Company will:  (i) issue a certificate or certificates, in such denominations as are
requested for delivery by the Warrantholder, in the name of the Warrantholder, for the largest
number of whole shares of Common Stock to which the Warrantholder shall be entitled and, if
this Warrant is exercised in whole, in lieu of any fractional share of Common Stock to which
the Warrantholder may be entitled, the


 

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Company shall round up such fraction to the nearest whole share of Common
Stock; and (ii) deliver the other securities and properties receivable upon the exercise of
this Warrant, or the proportionate part thereof, if this Warrant is exercised in part, pursuant
to the provisions of this Warrant.  Upon exercise in accordance with Subsection 2(a) or (b),
the Warrantholder shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such exercise.

             
  (c)  By exercising this Warrant, Warrantholder acknowledges that the Company will
be relying upon the representations made herein in issuing the Warrant Shares, upon exercise of
this Warrant, without registration.

             
  3.  Exchange, transfer, Assignment or Loss of Warrants.


             
  This Warrant is exchangeable, without expense, at the option of the Warrantholder,
upon presentation and surrender hereof to the Company or at the office of its stock transfer
agent, for other Warrants of different denominations entitling the holder thereof to purchase
in the aggregate the same number of shares of Common Stock purchasable hereunder.  Upon
surrender of this Warrant to the Company or at the office of its stock transfer agent, with
the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax,
the Company shall, without charge, execute and deliver new Warrants in the name of the assignees
named in such instrument of assignment and this Warrant shall promptly be cancelled.  This
Warrant may be divided or combined with other Warrants which carry the same rights upon present
ation hereof, at the office of the Company or at the office of its stock transfer agent, together
with a written notice specifying the names and denominations in which new Warrants are to be
issued and signed by the Warrantholder hereof.  The term "Warrant" and/or "Warrants" as used
herein includes any Warrants into which this Warrant may be divided or exchanged.  Upon receipt
by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft, or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company
will execute and deliver a new Warrant of like tenor.


             
  4.	Restrictions.


             
  The Warrantholder shall not be entitled to any dividend declared by the Company,
and shall not be entitled to any voting rights by virtue of this Warrant, except with respect
to any shares of Common Stock issued upon the exercise hereof.


             
  5.  Adjustments to Exercise Price.

             
  The price per share at which shares of Common Stock may be purchased hereunder, and
the number of such shares to be purchased upon exercise hereof, are subject to change or
adjustment as follows:


             
  (a)  In case the Company shall, while this Warrant remains unexercised, in whole or
in part, and in force, effect a recapitalization of such character that the shares of



 

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Common Stock purchasable hereunder shall be changed into or become exchangeable
for a larger or smaller number of shares, then, after the date of record for effecting such
recapitalization, the number of shares of Common Stock which the holder hereof shall be entitled
to purchase hereunder shall be increased or decreased, as the case may be, in direct proportion
to the increase or decrease in the number of shares of Common Stock by reason of such
recapitalization, and the purchase price hereunder per share of such recapitalized Common Stock
shall, in the case of an increase in the number of such shares, be proportionately reduced, and
in the case of a decrease in the number of such shares, be proportionately increased.  For the
purpose of this subsection (a), a stock dividend, stock split-up or reverse split shall be
considered a recapitalization and an exchange for a larger or smaller number of shares, as the
case may be.


             
  (b)  In the case of any consolidation of the Company with, or merger of the Company
into, any other corporation, or in case of any sale or conveyance of all or substantially all of
the assets of the Company in connection with a plan of complete liquidation of the Company, then,
as a condition of such consolidation, merger or sale or conveyance, adequate provisions shall be
made whereby the holder hereof shall thereafter have the right to purchase and receive, upon the
basis and upon the terms and conditions specified in this Warrant and in lieu of shares of Common
Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented
hereby, such shares of stock or securities as may be issued in connection with such consolidation,
merger or sale or conveyance with respect to or in exchange for the number of outstanding shares of
Common Stock immediately therefore purchasable and receivable upon the exercise of the rights
represented hereby had such consolidation, merger or sale or conveyance not taken place, and in any
such case appropriate provision shall be made with respect to the rights and interests of the holder
of this Warrant to the end that the provisions hereof shall be applicable, as nearly as may be, in
relation to any shares of stock or securities thereafter deliverable upon the exercise hereof.


             
  (c)  In case the Company shall, while this Warrant remains unexercised in whole or
in part, and in force, offer to all of the holders of Common Stock any rights to subscribe for
additional shares of stock of the Company, then the Company shall give written notice thereof
to the registered holder hereof not less than thirty (30) days prior to the date on which the
books of the Company are closed or a record date fixed for the determination of shareholders
entitled to such subscription rights.  Such notice shall specify the date as to which the books
shall be closed or the record date fixed for the determination of shareholders entitled to such
subscription rights.  Such notice shall specify the date as to which the books shall be closed
or the record date fixed with respect to such offer or subscription, and the right of the holder
hereof to participate in such offer or subscription which right shall terminate if this Warrant
shall not be exercised on or before the date of such closing of the books or such record date.

             
  (d)  Any adjustment pursuant to the foregoing provisions shall be made on the basis
of the number of shares of Common Stock which the holder hereof would have been entitled to
acquire by exercise of this Warrant immediately prior to the event giving rise to such
adjustment and, as to the purchase price hereunder per share, whether or not


 

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in effect immediately prior to the time of such adjustment, on the basis of
such purchase price immediately prior to the event giving rise to such adjustment.  Whenever
any such adjustment is required to be made, the Company shall forthwith determine the new
number of shares of Common Stock which the holder shall be entitled to purchase hereunder
and/or such new purchase price per share, and shall prepare, retain on file and transmit to
the holder hereof within ten (10) days after such preparation a statement describing in
reasonable detail the method used in calculating such adjustments(s).


             
  (e)  For the purposes of this Section 5, the term "Common Stock" shall include all
shares of capital stock authorized by the Company's Certificate of Incorporation, as from time
to time amended, which are not limited to a fixes sum or percentage of par value in respect of
the right of the holders thereof to participate in dividends or in the distribution of assets
upon the voluntary or involuntary liquidation, dissolution or winding-up of the Company.


             
  6.  Reservation of Warrant Shares.


             
  The Company agrees that, prior to the expiration of this Warrant, it will at all
times (a) have authorized and in reserve, and will keep available, solely for issuance or
delivery upon the exercise of this Warrants, the shares of Common Stock and other securities
and properties as from time to time shall be receiveable upon the exercise of this Warrant,
free and clear of all restrictions on sale or transfer and free clear of all preemptive rights
and rights of first refusal.


             
  7.	Amendment.


             
  This Warrant may be amended upon the written consent of the Company and the
Warrantholder.


             
  8.	Jurisdiction.


             
  This Warrant shall be governed by and construed in accordance with the laws of the
State of Montana.


Dated:  _________________________


Name:  _________________________             
               
  Grant Hartford Corporation



By:_____________________________             
               
By:___________________________
     
Warrantholder             
               
               
               
       Eric Sauve, President, CEO and CFO



 

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Purchase Form


Dated:  ___________

             
  The undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing ___________ shares of Common Stock of Grant Hartford Corporation
(the "Company") and hereby makes payment of $__________ in payment of the exercise price
thereof.



______________________________
Signature of Warrantholder


______________________________
Name of Warrantholder (print)




 

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INSTURCTIONS FOR REGISTRATION OF STOCK


 

Name:  __________________________________
             
(Please type or print in block letters)



Signature:  _______________________________


Assignment Form


           
  FOR VALUE RECEIVED            
             
  hereby sells, assigns and transfers unto 
           
             
             
             
  
(Please Print Name)


Residing at ___________________________________ and whose Social Security or
Employer Identification No. is set forth below, the right to purchase Common Stock
represented by this Warrant to the extent of __________ shares as to which such right is
exercisable and does hereby irrevocably constitute and appoint __________________ attorney
to transfer the same on the books of the Company with full power of substitution.


Date:


Signature:  ____________________________________


Signature Guaranteed:  _______________________________________



________________________________

Social Security Number or

Employment Identification Number


 

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