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**EXHIBIT 4.26**

**THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A HOLD PERIOD  AND MAY NOT BE TRADED IN BRITISH COLUMBIA UNTIL NOVEMBER 26, 2003 EXCEPT AS  PERMITTED BY THE *SECURITIES ACT*(BRITISH COLUMBIA) AND REGULATIONS MADE  THEREUNDER.
THE WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE BEEN SOLD  PURSUANT TO EXEMPTIONS FROM THE PROSPECTUS REQUIREMENTS OF APPLICABLE  SECURITIES LEGISLATION AND, ACCORDINGLY, MAY BE SUBJECT TO RESALE RESTRICTIONS  WHICH PROVIDE THAT THE SECURITIES ISSUABLE UPON THE EXERCISE THEREOF MAY NOT  BE TRADED UNTIL THE EXPIRY OF HOLD PERIODS PRESCRIBED BY APPLICABLE  LEGISLATION EXCEPT AS OTHERWISE PERMITTED BY SUCH LEGISLATION OR UNTIL A  PROSPECTUS SHALL HAVE BEEN FILED AND ACCEPTED IN RESPECT OF SUCH SECURITIES BY  THE SECURITIES REGULATORY AUTHORITIES IN THE APPLICABLE JURISDICTIONS.

THESE WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE  THEREOF 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. THESE WARRANTS MAY NOT BE TRANSFERRED TO OR  EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED  STATES OR A U.S. PERSON UNLESS THE WARRANTS AND THE UNDERLYING SECURITIES HAVE  BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION  OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS  AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S  UNDER THE 1933 ACT.**
**WARRANT CERTIFICATE****GLOBAL PRECISION MEDICAL INC.**
(Incorporated under the laws of British Columbia)
WARRANT    CERTIFICATE NO. [-]**[number]** non-transferable WARRANTS entitling the holder to acquire,    subject to adjustment, one Common share for each two Warrants represented    hereby.      
 
 

THIS IS TO CERTIFY THAT:
**[name]**
402 Hornby Street, Vancouver, BC, V6C 3J1, Canada

(the "Holder") is entitled to acquire, upon exercise of twoWarrants represented hereby, one fully paid and non-assessable Common share (the"Common Share") of Global Precision Medical Inc. (the "Company") at the price ofUS$1.00 during the year commencing on November 26, 2002 and thereafter at aprice of US$2.00 until 4 p.m. (Vancouver time) on November 26, 2004 (the "ExpiryTime"), at which time the Warrants represented by this certificate shall expireand become void.

The right to acquire Common Shares may only be exercised bythe holder within the time set forth above by:

(I)         duly    completing and executing the exercise form attached hereto (the "Exercise    Form");

(II)        surrendering    this Warrant Certificate to the Corporation at the office of its registrar    and transfer agent, Pacific Corporate Trust Company, at 10th    Floor, 625 Howe Street, Vancouver, British Columbia, V6C 3B8; and

(III)        delivering    to the Corporation at the office of its registrar and transfer agent,    Pacific Corporate Trust Company, at the address set out above, cash,    certified cheque or bank draft payable to the Corporation for the amount    then due to the Corporation for the number of Common Shares purchased on the    exercise of this Warrant.

These Warrants shall be effectively surrendered (unlessdeemed to be surrendered) only upon personal delivery hereof or, if sent by mailor other means of transmission, upon actual receipt thereof by the Corporationat the office of its registrar and transfer agent referred to above.

Upon surrender of these Warrants, the person or persons inwhose name or names the Common Shares issuable upon exercise of the Warrants areto be issued shall be deemed for all purposes to be the holder or holders ofrecord of such Common Shares and the Corporation will cause certificatesrepresenting such Common Shares to be delivered or mailed to the person orpersons at the address or addresses specified in the Exercise Form within fivebusiness days.

The registered Holder of these Warrants may acquire anylesser number of Common Shares than the number of Common Shares which may beacquired for the Warrants represented by this Warrant Certificate. In suchevent, the Holder shall be entitled to receive a new Warrant Certificate for thebalance of the Common Shares which may be acquired. No fractional Common Shareswill be issued, provided that a holder holding more than one Warrant Certificatemay combine fractional Common Shares. 

In the event of any alteration of the Common Shares,including any subdivision, consolidation or reclassification, and in the eventof any form of reorganization of the Corporation, including any amalgamation,merger or arrangement, the Holders of Warrants shall, upon exercise of theWarrants following the occurrence of any of those events, be entitled to receivethe same number and kind of securities that they would have been entitled toreceive had they exercised their Warrants immediately prior to the occurrence ofthose events.

The Holder of this Warrant Certificate may, at any time priorto the Expiry Time, upon surrender hereof to the Corporation at its principaloffice in Vancouver, British Columbia, exchange this Warrant Certificate forother Warrant Certificates entitling the Holder to acquire, in the aggregate,the same number of Common Shares as may be acquired under this WarrantCertificate.

The holding of the Warrants evidenced by this WarrantCertificate shall not constitute the Holder hereof a shareholder of theCorporation or entitle the Holder to any right or interest in respect thereofexcept as expressly provided in this Warrant Certificate.

The Warrants represented hereby and securities which may beacquired hereunder have not been, and will not be, registered under the UnitedStates Securities Act of 1933, as amended (the "1933 Act"), and may not betransferred to or exercised in the United States or by or on behalf of any U.S.person unless registered under the 1933 Act or pursuant to an applicableexemption from registration under the 1933 Act.

The Warrants evidenced by this Warrant Certificate arenon-transferable.

The Warrants shall be governed by and interpreted inaccordance with the laws of the Province of British Columbia and the laws ofCanada applicable therein. Time shall be of the essence hereof.

IN WITNESS WHEREOF the Corporation has caused this WarrantCertificate to be signed by its duly authorized officers as of the 6thday of December 2002.

 

____________________________Authorized Signatory
 

__________________________________________Authorized Signatory
 

COUNTERSIGNED

PACIFIC CORPORATE TRUST COMPANY

Per:____________________________________

____________________________ 

**EXERCISE FORM**

TO:                     Global Precision Medical Inc.AND TO:            Pacific Corporate Trust Company 

The undersigned hereby exercises the right to acquire____________ Common Shares of Global Precision Medical Inc. in accordance withand subject to the provisions of the accompanying Warrant Certificate Tony Ma.

All capitalized terms not defined in this exercise form havethe meanings assigned to them in the Warrant Certificate.

               The Common Shares are to be issued as follows:

Name:        ____________________________________________________________________________________

Address in full:        ______________________________________________________________________________        
Social Insurance Number:        ______________________________________________________________________

Number of Common Shares:        ____________________________________________________________________

Note: If further nominees intended, please attach (andinitial) schedule giving the above for each further nominee.

The undersigned hereby certifies that the undersigned

(i) is not (and is not exercising the Warrant for the accountor benefit of) a "U.S. Person", (ii) did not execute or deliver this exercise form in the United States and (iii) has in all other aspects complied with the terms of Regulation S of theUnited States Securities Act of 1933, as amended the ("the 1933 Act") or anysuccessor rule or regulation of the United States Securities and ExchangeCommission in effect. Alternatively, the undersigned is tendering with thisexercise form a written opinion of counsel to the effect that the Common Sharesto be delivered upon exercise of the Warrants have been registered under the1933 Act and the securities laws of all applicable states of the United Statesor are exempt from registration thereunder. The term "U.S. Person"is as defined in Regulation S under the 1933 Act and includes, but is notlimited to, any natural person resident in the United States and any partnershipor corporation organized or incorporated under the laws of the United States."United States" means the United States of America, its territories andpossessions, any state of the United States and the District of Columbia.
DATED this ______________ day of ______________, ______.

 

___________________________________                                           _________________________________________Signature Guaranteed                                                                                           (Signature of Warrant Holder)                                                                                                                          _____________________________________________________                                                                                                                           (Print full name)                                                                                                                                                                                                                                                     _____________________________________________________                                                                                                                          _____________________________________________________                                                                                                                           (Print full address)
 

Instructions:

1.         Theregistered holder may exercise its right to receive Common Shares by completingthis form and surrendering this form and the Warrant Certificate representingthe Warrants being exercised to Pacific Corporate Trust Company at its principaloffice in Vancouver, British Columbia. Certificates for Common Shares will bedelivered or mailed within five business days after the exercise of theWarrants.

2.         If theExercise Form indicates that Common Shares are to be issued to a person orpersons other than the registered holder of the Certificate, the signature ofsuch holder of the Exercise Form must be guaranteed by an authorized officer ofa chartered bank or member of a recognized medallion guarantee program.

3.         If theExercise Form is signed by a trustee, executor, administrator, curator,guardian, attorney, officer of a corporation or any person acting in a judiciaryor representative capacity, the certificate must be accompanied by evidence ofauthority to sign satisfactory to the Corporation and its transfer agent.