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 $2.00 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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