WARRANT AGREEMENT
                            -------------------------

                          BRITANNIA CAPITAL CORPORATION

                                       AND

                     OLDE MONMOUTH STOCK TRANSFER CO., INC.

                                  WARRANT AGENT

                            ----------------- , 2000

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                                WARRANT AGREEMENT

     THIS  AGREEMENT  dated  as of  ----------------,  2000,  between  Britannia
Capital  Corporation a Delaware  corporation (the "Company"),  and Olde Monmouth
Stock Transfer Co., Inc. , a transfer agency located in Atlantic Highlands,  New
Jersey (the "Warrant  Agent")  (collectively,  the "Parties" and  individually a
"Party").

     WHEREAS:   The  Company  is  conducting  a  public  offering  (the  "Public
Offering") of 1,000,000 units (the "Units") each Unit consisting of one share of
Common Stock,  $.001 par value per share  ("Common  Stock") and four  redeemable
common stock purchase warrants ("Warrants"); and

     WHEREAS,  the Company  desires to provide for the  issuance,  registration,
transfer,  exchange and exercise of  certificates  (the "Warrant  Certificates")
representing the Warrants and for the exercise of the Warrants;

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
 hereinafter  set forth and for the purpose of defining the terms and provisions
 of the Warrant  Certificates  and the Warrants,  and the respective  rights and
 obligations  thereunder of the Company,  the registered  holders of the Warrant
 Certificates and the Warrant Agent, the Parties agree as follows:

 1.   Definitions.

    As used herein:

     (a)  "Common Stock" shall mean Common Stock of the Company,  whether now or
          hereafter  authorized,  holders of which have the right to participate
          in the  distribution  of earnings  and assets of the  Company  without
          limit as to amount or percentage.

     (b)  "Corporate  Office"  shall mean the place of  business  of the Warrant
          Agent (or its  successor)  which  office is  presently  located  at 77
          Memorial Parkway, Suite 101, Atlantic Highlands, New Jersey 07716.

     (c)  "Effective  Date" shall mean  ------------------  , 2000,  the date on
          which the Company's  Registration  Statement is declared  effective by
          the Securities and Exchange Commission.

     (d)  "Exercise  Date" shall mean the date of surrender  for exercise of any
          Warrant  Certificate,  provided the  exercise  form on the back of the
          Warrant  Certificate or a form substantially  similar thereto has been
          completed in full by the Registered Owner or a duly appointed attorney
          and the Warrant  Certificate  is accompanied by payment in full of the
          Exercise Price.

     (e)  "Exercise  Period"  shall mean the period  commencing on the Effective
          Date and extending to and through the Expiration Date.

     (f)  "Exercise Price" shall mean $--; provided,  however, that in the event
          the Company reduces the Exercise Price, the Exercise Price shall be as
          established by the Company.

     (g)  "Expiration Date" shall mean 5:00 P.M. Eastern Time on the last day of
          the two year period  commencing on the Effective Date,  subject to the
          terms provided in Section 5 herein for redemption;  provided  however,
          if such date shall be a holiday or a day on which banks are authorized
          to close,  then Expiration Date shall mean 5:00 p.m.,  Eastern Time on
          the next  following  day  which in the  State of New  Jersey  is not a
          holiday  or a day on which  banks  are  authorized  to  close.  If the
          Company  redeems  the  Warrants  as  provided  in  Section  5 of  this
          Agreement, the Expiration Date shall be the date fixed for redemption

     (h)  "Warrants" shall mean 4,000,000  Warrants to purchase 4,000,000 shares
          of Common Stock,  all of which will be sold in the Public  Offering as
          part of the Units.

     (i)  "Registered  Owner"  shall mean the  person in whose name any  Warrant
          Certificate shall be registered on the books maintained by the Warrant
          Agent pursuant to Section 7 of this Agreement.

     (j)  "Registration   Statement"  shall  mean  the  Company's   Registration
          Statement on Form SB-2 (S.E.C. File No. 333- ), as amended.

     (k)  "Warrant  Agent" shall mean Olde Monmouth  Stock Transfer Co., Inc. or
          any successor, as the transfer agent and registrar of the Warrants.

     (l)  "Warrant Shares" shall mean and include up to 4,000,000 authorized and
          unissued  shares of Common Stock  reserved for issuance on exercise of
          the Warrants, and unless otherwise noted, and any additional shares of
          Common  Stock or other  property  which may  hereafter  be issuable or
          deliverable on exercise of the Warrants  pursuant to Section 9 of this
          Agreement.

 2.   Warrants and Issuance of Warrant Certificates.

      Each Warrant shall  initially  entitle the  Registered  Owner of a Warrant
 Certificate  representing Warrants to purchase one share of Common Stock on the
 exercise of each Warrant, subject to modification and adjustment as hereinafter
 provided in Section 9. Warrant Certificates representing 4,000,000 Warrants and
 evidencing  the right to purchase an aggregate  of  4,000,000  shares of Common
 Stock of the Company  shall be  executed by the proper  officers of the Company
 and delivered to the Warrant Agent for  countersignature.  Warrant Certificates
 to be delivered to the Warrant  Agent shall be in direct  relation to the Units
 sold in the  Company's  Public  Offering and shall be attached to  certificates
 representing   an  equal  number  of  shares  of  Common  Stock.   The  Warrant
 Certificates  representing the Warrants will be issued and delivered on written
 order of the Company signed by the proper officers of the Company.  The Warrant
 Agent shall deliver Warrant Certificates in required whole number denominations
 to the persons  entitled  thereto in  connection  with any transfer or exchange
 permitted under this Agreement.

      Except as  provided  in Section 8 hereof,  certificates  representing  the
 Warrant  Shares shall be issued only on or after the Exercise  Date on exercise
 of the Warrants or on transfer or exchange of the Warrant Shares.

 3.   Form and Execution of Warrant Certificates.

      The Warrant  Certificates  shall be  substantially in the form attached as
 Exhibit "A" and may have such letters, numbers or other marks of identification
 and such legends,  summaries or endorsements printed,  lithographed or engraved
 thereon as the Company may deem  appropriate and as are not  inconsistent  with
 the provisions of this Agreement. The Warrant Certificates shall be dated as of
 the date of issuance,  whether on initial  issuance,  transfer,  exchange or in
 lieu of mutilated, lost, stolen or destroyed Warrant Certificates.

      Each Warrant Certificate shall be initially issued only when attached to a
 certificate  representing  that  number  of Shares  of  Common  Stock  which is
 one-fifth the number of Warrants  represented  by the Warrant  Certificate  and
 shall be separately  transferable from the certificate  representing the Shares
 of Common Stock immediately upon issuance.

      The Warrant Certificates shall be executed on behalf of the Company by its
 duly  authorized  officers,  by manual  signatures  or by facsimile  signatures
 printed thereon,  and shall have imprinted thereon a facsimile of the Company's
 seal. The Warrant  Certificates shall be manually  countersigned by the Warrant
 Agent and shall not be valid for any purpose  unless so  countersigned.  In the
 event any officer of the Company who  executed the Warrant  Certificates  shall
 cease to be an  officer  of the  Company  before  the date of  issuance  of the
 Warrant  Certificates  or before  countersignature  and delivery by the Warrant
 Agent, such Warrant Certificates may be countersigned,  issued and delivered by
 the  Warrant  Agent  with the same  force and  effect as though  the person who
 signed  such  Warrant  Certificates  had not  ceased  to be an  officer  of the
 Company.

 4.   Exercise.

      The exercise of Warrants in accordance  with this Agreement  shall only be
 permitted during the Exercise Period.

      Warrants shall be deemed to have been exercised  immediately  prior to the
 close of business on the Exercise  Date. The exercise form shall be executed by
 the Registered Owner thereof or the Registered Owner's attorney duly authorized
 in writing and shall be delivered  together with payment to the Warrant  Agent,
 in cash or by official bank or certified check, of an amount in lawful money of
 the United  States of America.  Such payment shall be in an amount equal to the
 Exercise Price as hereinabove defined.

      The person entitled to receive the number of Warrant Shares deliverable on
 such exercise shall be treated for all purposes as the Registered Owner of such
 Warrant  Shares as of the close of business on the Exercise  Date.  The Company
 shall not be  obligated  to issue any  fractional  share  interests  in Warrant
 Shares. If Warrants  represented by more than one Warrant  Certificate shall be
 exercised at one time by the same Registered  Owner, the number of full Warrant
 Shares  which shall be issuable  on exercise  thereof  shall be computed on the
 basis of the aggregate number of full Warrant Shares issuable on such exercise.

      As soon as  practicable  on or after  the  Exercise  Date and in any event
 within 30 days after such date,  the Warrant Agent shall cause to be issued and
 delivered to the person or persons  entitled to receive the same, a certificate
 or certificates for the number of Warrant Shares  deliverable on such exercise.
 No  adjustment  shall be made in respect of cash  dividends  on Warrant  Shares
 deliverable on exercise of any Warrant. The Warrant Agent shall promptly notify
 the  Company  in writing of any  exercise  and of the number of Warrant  Shares
 caused to be  delivered  and shall cause  payment of an amount in cash equal to
 the Exercise Price to be made promptly to the order of the Company. The Parties
 contemplate such payments will be made by the Warrant Agent to the Company on a
 weekly basis and will consist of collected  funds only. The Warrant Agent shall
 hold  any   proceeds   collected   and  not  yet  paid  to  the  Company  in  a
 Federally-insured  escrow account at a commercial bank selected by agreement of
 the Company and the Warrant Agent,  at all times relevant  hereto.  Following a
 determination by the Warrant Agent that collected funds have been received, the
 Warrant  Agent  shall  cause the  Transfer  Agent to issue  share  certificates
 representing the number of Warrant Shares purchased by the Registered Owner.

      Expenses incurred by the Warrant Agent,  including  administrative  costs,
 and the  standard  fees  imposed by the Warrant  Agent for the Warrant  Agent's
 services,  shall be paid by the Company  and shall be deducted  from the Escrow
 Account prior to distribution of funds to the Company.

     A  detailed  accounting  statement  setting  forth the  number of  Warrants
 exercised,  the number of Warrant  Shares  issued,  the net amount of exercised
 funds and all expenses  incurred by the Warrant Agent shall be  transmitted  to
 the Company on payment of each exercise amount. Such accounting statement shall
 serve as an interim  accounting for the Company during the Exercise Period. The
 Warrant  Agent shall render to the Company,  at the  completion of the Exercise
 Period, a complete  accounting setting forth the number of Warrants  exercised,
 the identity of persons exercising such Warrants,  the number of Warrant Shares
 issued,  the amounts  distributed to the Company,  and all expenses incurred by
 the Warrant Agent.

      The Company may be required to deliver a  prospectus  that  satisfies  the
 requirements of Section 10 of the Securities Act of 1933, as amended (the "1933
 Act")  with  delivery  of the  Warrant  Shares  and  must  have a  registration
 statement (or a post-effective amendment to an existing registration statement)
 effective  under the 1933 Act in order for the  Company to comply with any such
 prospectus delivery requirements.  The Company will advise the Warrant Agent of
 the  status of any such  registration  statement  under the 1933 Act and of the
 effectiveness   of  the   Company's   registration   statement   or   lapse  of
 effectiveness.

      No issuance of Warrant  Shares  shall be made unless there is an effective
 registration statement under the 1933 Act, and registration or qualification of
 the Warrant Shares, or an exemption therefrom,  has been obtained from state or
 other  regulatory  authorities in the jurisdiction in which such Warrant Shares
 are sold. The Company will provide to the Warrant Agent written confirmation of
 all  such  registration  or  qualification,  or an  exemption  therefrom,  when
 requested by the Warrant Agent.

 5.   Redemption.

      Commencing the Effective Date, the Company may, at its option,  redeem the
 Warrants  in  whole,  but not in part,  for a  redemption  price  of $.001  per
 Warrant,  on not less than 30 days' notice to the Registered  Owners. The right
 to redeem the  Warrants  may be  exercised  by the Company  during the Exercise
 Period  only in the event (i) the  closing  bid price for  Company's  shares of
 Common Stock has equaled or exceeded $1.25 (125% of the Warrant Exercise Price)
 for 20 consecutive  trading days, (ii) any notice of the call for redemption is
 given not more than ten (10)  business  days  after  the  conclusion  of the 20
 consecutive  trading days referred to in the foregoing  (i),  (iii) the Company
 has a  registration  statement  (or a  post-effective  amendment to an existing
 registration  statement)  pertaining to the Warrant  Shares  effective with the
 Securities and Exchange Commission, which registration statement would enable a
 Registered  Owner to exercise the Warrants,  and (iv) the  expiration of the 30
 day  notice  period is within the  Exercise  Period.  In the event the  Company
 exercises its right to redeem the Warrants,  the Expiration Date will be deemed
 to be, and the Warrants will be exercisable until the close of business on, the
 date fixed for redemption in such notice.  If any Warrant called for redemption
 is not  exercised  by  such  time,  it will  cease  to be  exercisable  and the
 Registered Owner thereof will be entitled only to the redemption price

 6.   Reservation of Shares and Payment of Taxes.

      The Company covenants that it will at all times reserve and have available
 from its authorized  shares of Common Stock such number of Shares as shall then
 be issuable on exercise of all outstanding Warrants. The Company covenants that
 all Warrant Shares  issuable shall be duly and validly  issued,  fully paid and
 non-assessable,  and free from all taxes, liens and charges with respect to the
 issue thereof.

 <PAGE>

      The Registered Owner shall pay all documentary, stamp or similar taxes and
 other  government  charges  that may be imposed with respect to the issuance of
 the Warrants,  or the issuance,  transfer or delivery of any Warrant  Shares on
 exercise of the Warrants.  In the event the Warrant  Shares are to be delivered
 in a  name  other  than  the  name  of the  Registered  Owner  of  the  Warrant
 Certificates,  no such delivery shall be made unless the person  requesting the
 same has paid to the  Warrant  Agent or  Transfer  Agent the amount of any such
 taxes or charges incident thereto.

      The Company will supply the Warrant Agent with blank Warrant Certificates,
 so as to maintain an inventory  satisfactory to the Warrant Agent.  The Warrant
 Agent will also serve as Transfer Agent for the Shares.

 7.   Registration of Transfer.

      The Warrant Certificates may be transferred in whole or in part and may be
 separately  transferred  from  the  Share  Certificate  to which  such  Warrant
 Certificate is attached upon initial  issuance,  if any, at any time during the
 Exercise Period.  Warrant  Certificates to be exchanged shall be surrendered to
 the Warrant  Agent at its corporate  office.  The Company shall execute and the
 Warrant Agent shall countersign,  issue and deliver in exchange  therefor,  the
 Warrant  Certificate or Certificates which the holder making the transfer shall
 be entitled to receive.

      The Warrant  Agent shall keep transfer  books at its  corporate  office on
 which Warrant Certificates and the transfer thereof shall be registered. On due
 presentment  for  registration  of transfer of any Warrant  Certificate at such
 office, the Company shall execute and the Warrant Agent shall issue and deliver
 to the  transferee or  transferees a new Warrant  Certificate  or  Certificates
 representing an equal aggregate number of Warrants.

      All  Warrant  Certificates  presented  for  registration  of  transfer  or
 exercise shall be duly endorsed or be  accompanied  by a written  instrument or
 instruments  of  transfer in form  satisfactory  to the Company and the Warrant
 Agent.

      Prior to due presentment for registration of transfer thereof, the Company
 and the Warrant Agent may treat the Registered Owner of any Warrant Certificate
 as the absolute  owner thereof  (notwithstanding  any notations of ownership or
 writing thereon made by anyone other than the Company or the Warrant Agent) and
 the Parties shall not be affected by any notice to the contrary.

 8.   Loss or Mutilation.

      On receipt by the Company and the Warrant  Agent of evidence  satisfactory
 as to the ownership of and the loss,  theft,  destruction  or mutilation of any
 Warrant  Certificate,  the Company  shall  execute and the Warrant  Agent shall
 countersign and deliver in lieu thereof, a new Warrant Certificate representing
 an  equal  aggregate  number  of  Warrants.  In the  case  of  loss,  theft  or
 destruction  of  any  Warrant  Certificate,  the  Registered  Owner  requesting
 issuance of a new Warrant  Certificate shall be required to secure an indemnity
 bond from an  approved  surety  bonding  company  in favor of the  Company  and
 Warrant Agent in an amount satisfactory to each of them. In the event a Warrant
 Certificate is mutilated,  such Certificate  shall be surrendered and cancelled
 by the Warrant Agent prior to delivery of a new Warrant Certificate. Applicants
 for a  substitute  Warrant  Certificate  shall  also  comply  with  such  other
 regulations and pay such other reasonable charges as the Company may prescribe.

 <PAGE>

 9.   Adjustment of Exercise Price and Shares.

      (a)  If at any time prior to the expiration of the Warrants by their terms
           or by exercise,  the Company increases or decreases the number of its
           issued and outstanding  shares of Common Stock, or changes in any way
           the rights and privileges of such shares of Common Stock, by means of
           (i) the  payment  of a share  dividend  or the  making  of any  other
           distribution  on such shares of Common Stock payable in its shares of
           Common Stock,  (ii) a split or subdivision of shares of Common Stock,
           or (iii) a  consolidation  or  combination of shares of Common Stock,
           then the Exercise  Price in effect at the time of such action and the
           number of Warrants  required to purchase  each Warrant  Share at that
           time shall be  proportionately  adjusted so that the numbers,  rights
           and privileges  relating to the Warrant Shares then  purchasable upon
           the exercise of the Warrants shall be increased, decreased or changed
           in like manner,  for the same  aggregate  purchase price set forth in
           the Warrants,  as if the Warrant Shares purchasable upon the exercise
           of the  Warrants  immediately  prior to the  event  had been  issued,
           outstanding, fully paid and non-assessable at the time of that event.
           Any  dividend  paid or  distributed  on the shares of Common Stock in
           shares of any other  class of shares  of the  Company  or  securities
           convertible  into  shares  of  Common  Stock  shall be  treated  as a
           dividend  paid in  shares  of Common  Stock to the  extent  shares of
           Common Stock are issuable on the payment or conversion thereof.

      (b)  In the event,  prior to the expiration of the Warrants by exercise or
           by their terms,  the Company shall be  recapitalized by reclassifying
           its  outstanding  shares of Common Stock into shares with a different
           par value, or by changing its  outstanding  shares of Common Stock to
           shares without par value or in the event of any other material change
           in  the  capital  structure  of  the  Company  or  of  any  successor
           corporation by reason of any  reclassification,  recapitalization  or
           conveyance,  prompt,  proportionate,  equitable,  lawful and adequate
           provision shall be made whereby any Registered  Owner of the Warrants
           shall  thereafter  have the right to  purchase,  on the basis and the
           terms and  conditions  specified  in this  Agreement,  in lieu of the
           Warrant  Shares  theretofore  purchasable  on  the  exercise  of  any
           Warrant,  such  securities or assets as may be issued or payable with
           respect  to  or  in  exchange  for  the  number  of  Warrant   Shares
           theretofore   purchasable  on  exercise  of  the  Warrants  had  such
           reclassification, recapitalization or conveyance not taken place; and
           in any such event, the rights of any Registered Owner of a Warrant to
           any  adjustment  in the  number  of  Warrant  Shares  purchasable  on
           exercise of such Warrant,  as set forth above,  shall continue and be
           preserved  in respect of any stock,  securities  or assets  which the
           Registered Owner becomes entitled to purchase.

      (c)  In the event the Company, at any time while the Warrants shall remain
           unexpired and unexercised, shall sell all or substantially all of its
           property, or dissolves,  liquidates or winds up its affairs,  prompt,
           proportionate, equitable, lawful and adequate provision shall be made
           as part  of the  terms  of such  sale,  dissolution,  liquidation  or
           winding up such that the Registered Owner of a Warrant may thereafter
           receive, on exercise thereof, in lieu of each Warrant Share which the
           Registered  Owner would have been entitled to receive,  the same kind
           and amount of any  stock,  securities  or assets as may be  issuable,
           distributable or payable on any such sale,  dissolution,  liquidation
           or  winding  up with  respect  to each  share of Common  Stock of the
           Company;  provided,  however,  that in the  event of any  such  sale,
           dissolution,  liquidation  or winding up, the right to  exercise  the
           Warrants shall terminate on a date fixed by the Company, such date to
           be not earlier  than 5:00 P.M.,  Eastern  Time,  on the 30th day next
           succeeding the date on which notice of such  termination of the right
           to exercise  the  Warrants  has been given by mail to the  Registered
           Owners  thereof at such  addresses  as may appear on the books of the
           Company.

 <PAGE>

      (d)  In the event prior to the  expiration  of the Warrants by exercise or
           by their terms, the Company shall take a record of the holders of its
           Common Stock for the purpose of entitling them to purchase its shares
           of  Common  Stock  at a price  per  share  more  than 10%  below  the
           then-current market price per share (as defined below) at the date of
           taking  such  record,   then,   (i)  the  number  of  Warrant  Shares
           purchasable  pursuant  to  the  Warrants  shall  be  redetermined  as
           follows:  the  number of Warrant  Shares  purchasable  pursuant  to a
           Warrant  immediately  prior to such  adjustment  (taking into account
           fractional  interests  to the  nearest  1,000th of a share)  shall be
           multiplied by a fraction,  the numerator of which shall be the number
           of shares  of  Common  Stock of the  Company  outstanding  (excluding
           shares of Common Stock then owned by the Company)  immediately  prior
           to the taking of such record,  plus the number of  additional  shares
           offered  for  purchase,  and the  denominator  of which  shall be the
           number  of  shares  of  Common  Stock  of  the  Company   outstanding
           (excluding  shares of Common Stock owned by the Company)  immediately
           prior to the taking of such  record,  plus the number of shares which
           the aggregate offering price of the total number of additional shares
           so offered would purchase at such current market price;  and (ii) the
           Exercise  Price per Warrant Share  purchasable  pursuant to a Warrant
           shall be  redetermined  as  follows:  the  Exercise  Price in  effect
           immediately prior to the taking of such record shall be multiplied by
           a fraction,  the  numerator of which is the number of Warrant  Shares
           purchasable  immediately prior to the taking of such record,  and the
           denominator  of which is the  number of  Warrant  Shares  purchasable
           immediately after the taking of such record as determined pursuant to
           clause (i) above;  provided,  however, (i) that any adjustment in the
           number of shares  issuable as set forth above shall be effective only
           to the extent  sufficient  shares of Common Stock have bee registered
           through a registration  statement  effective  under the 1933 Act, and
           (ii) that any  adjustment  in the  Exercise  Price does not cause the
           Company to receive proceeds in excess of the amount authorized by any
           such  registration  statement.  For the purpose  hereof,  the current
           market price per share at any date shall be determined as follows:

           (i)  The  current  market  price  shall be the average of the closing
                prices of the Common Stock as reported by the exchange or system
                on which the  Company's  Common Stock trades for 10  consecutive
                business  days  commencing  30 business days prior to the record
                date;

           (ii) If the Common  Stock is not so listed or  admitted  to  unlisted
                trading  privileges or so quoted, the current market price shall
                be the average of the last  reported  highest bid and the lowest
                asked prices  quoted on the National  Association  of Securities
                Dealers,  Inc. Automated Quotations System or, if not so quoted,
                then by the National  Quotation Bureau,  Inc. for 10 consecutive
                business  days  commencing  30 business days prior to the record
                date; or

           (iii)If the Common  Stock is not so listed or  admitted  to  unlisted
                trading  privileges  or so quoted,  and bid and asked prices are
                not  reported,  the current  market price shall be determined in
                such  reasonable  manner  as may be  prescribed  by the Board of
                Directors.

      (e)  On exercise of the  Warrants by the  Registered  Owners,  the Company
           shall  not be  required  to  deliver  fractions  of  Warrant  Shares;
           provided, however, that the Company shall make prompt, proportionate,
           equitable,  lawful  and  adequate  provisions  in respect of any such
           fraction of one Warrant  Share either on the basis of  adjustment  in
           the then  applicable  Exercise  Price or a purchase of the fractional
           interest at the price of the Company's shares of Common Stock or such
           other reasonable basis as the Company may determine.

 <PAGE>

      (f)  In the event,  prior to  expiration of the Warrants by exercise or by
           their  terms,  the Company  shall  determine  to take a record of the
           holders of its shares of Common Stock for the purpose of  determining
           stockholders entitled to receive any stock dividend,  distribution or
           other right which will cause any change or  adjustment in the number,
           amount, price or nature of the shares of Common Stock or other stock,
           securities or assets deliverable on exercise of the Warrants pursuant
           to the foregoing provisions, the Company shall give to the Registered
           Owners of the Warrants at the addresses as may appear on the books of
           the Company at least 30 days' prior written notice to the effect that
           it intends to take such a record.  Such notice shall specify the date
           as of which such  record is to be taken;  the  purpose for which such
           record is to be taken;  and the number,  amount,  price and nature of
           the shares of Common Stock or other stock, securities or assets which
           will be  deliverable o exercise of the Warrants  after the action for
           which such record will be taken has been completed.  Without limiting
           the  obligation  of the Company to provide  notice to the  Registered
           Owners of the Warrants of any corporate action hereunder, the failure
           of the Company to give notice  shall not  invalidate  such  corporate
           action of the Company.

      (g)  The Warrants shall not entitle the Registered Owner thereof to any of
           the rights of stockholders or to any dividend  declared on the shares
           of Common  Stock  unless the  Warrant is  exercised  and the  Warrant
           Shares  purchased  prior to the  record  date  fixed by the  Board of
           Directors of the Company for the  determination  of holders of shares
           of Common Stock entitled to such dividend or other right.

      (h)  Any  reduction in the  applicable  Exercise  Price shall be effective
           upon written notice to the Warrant Agent, which notice shall be given
           pursuant to a duly and validly authorized  resolution of the Board of
           Directors of the Company.  Any such  reduction in the Exercise  Price
           shall not entitle the Registered Owners to issuance of any additional
           Common  Shares  pursuant  to  the  adjustment  provisions  set  forth
           elsewhere herein, regardless of whether the reduction in the Exercise
           Price was effected either prior to or following  exercise of Warrants
           by the Registered  Owners thereof.  A nonexercising  Registered Owner
           shall  have no remedy or rights to  receive  any  additional  Warrant
           Shares as a result of any reduction in any applicable  Exercise Price
           pursuant to this subsection.

 10.  Duties, Compensation and Termination of Warrant Agent.

      The  Warrant  Agent  shall act  hereunder  as agent  and in a  ministerial
 capacity for the  Company,  and its duties  shall be  determined  solely by the
 provisions  hereof.  The Warrant  Agent  shall not,  by issuing and  delivering
 Warrant  Certificates  or by any  other  act  hereunder,  be deemed to make any
 representations  as to the  validity,  value or  authorization  of the  Warrant
 Certificate  or the Warrants  represented  thereby or of the Warrant  Shares or
 other  property  delivered on exercise of any Warrant.  The Warrant Agent shall
 not be  under  any  duty  or  responsibility  to  any  holder  of  the  Warrant
 Certificates  to make or cause to be made any  adjustment of the Exercise Price
 or to determine whether any fact exists which may require any such adjustment.

 <PAGE>

      The Warrant  Agent shall not (i) be liable for any recital or statement of
 fact  contained  herein or for any action taken or omitted by it in reliance on
 any Warrant  Certificate or other document or instrument believed by it in good
 faith to be genuine and to have been signed or presented by the proper Party or
 Parties,  (ii) be  responsible  for any  failure on the part of the  Company to
 comply with any of its covenants and obligations contained in this Agreement or
 in the  Warrant  Certificates,  or (iii) be liable for any act or  omission  in
 connection  with  this  Agreement  except  for its own  negligence  or  willful
 misconduct.

      The Warrant Agent may at any time consult with counsel  satisfactory to it
 (who  may be  counsel  for  the  Company)  and  shall  incur  no  liability  or
 responsibility  for  any  action  taken  or  omitted  by it in  good  faith  in
 accordance with the opinion or advice of such counsel.

      Any notice, statement, instruction, request, direction, order or demand of
 the Company  shall be  sufficiently  evidenced  by an  instrument  signed by an
 officer of the  Company.  The Warrant  Agent shall not be liable for any action
 taken or omitted by it in accordance with such notice, statement,  instruction,
 request, direction, order or demand.

      The Company agrees to pay the Warrant Agent  reasonable  compensation  for
 its services  hereunder and to reimburse  the Warrant Agent for its  reasonable
 expenses. The Company further agrees to indemnify the Warrant Agent against any
 and all  losses,  expenses  and  liabilities,  including  judgments,  costs and
 counsel  fees,  for any action  taken or omitted  by the  Warrant  Agent in the
 execution of its duties and powers hereunder,  excepting  losses,  expenses and
 liabilities  arising as a result of the Warrant  Agent's  negligence or willful
 misconduct.

      The Warrant  Agent may resign its duties or the Company may  terminate the
 Warrant Agent and the Warrant Agent shall be discharged from all further duties
 and  liabilities  hereunder  (except  liabilities  arising  as a result  of the
 Warrant Agent's own negligence or willful misconduct) on 30 days' prior written
 notice to the other Party. Upon notice by the Company to the Warrant Agent, the
 Warrant Agent shall cause a copy of such notice of  resignation to be mailed to
 the  Registered  Owner of each  Warrant  Certificate.  The expenses the Warrant
 Agent  incurs in mailing  such  notice  shall be paid by the  Company.  On such
 resignation or  termination,  the Company shall appoint a new Warrant Agent. If
 the  Company  shall  fail to make such  appointment  within a period of 30 days
 after it has been notified in writing of the  resignation by the Warrant Agent,
 then the Registered Owner of any Warrant  Certificate may apply to any court of
 competent  jurisdiction  for the  appointment of a new Warrant  Agent.  Any new
 Warrant Agent shall have its principal office in the United States.

      After  acceptance in writing of an  appointment  of a new warrant agent is
 received by the Company,  such new warrant  agent shall be vested with the same
 powers,  rights, duties and responsibilities as if it had been originally named
 herein as the Warrant Agent, without any further assurance,  conveyance, act or
 deed;  provided,  however, if it shall be necessary or expedient to execute and
 deliver any further assurance,  conveyance, act or deed, the same shall be done
 at the expense of the Company  and shall be legally and validly  executed.  The
 Company  shall file a notice of  appointment  of a new  warrant  agent with the
 resigning  Warrant Agent and shall  forthwith cause a copy of such notice to be
 mailed to the Registered Owner of each Warrant Certificate.

 <PAGE>

      Any corporation  into which the Warrant Agent or any new Warrant Agent may
 be converted or merged, or any corporation  resulting from any consolidation to
 which the  Warrant  Agent or any new  Warrant  Agent  shall be a party,  or any
 corporation  succeeding  to the corporate  trust  business of the Warrant Agent
 shall be a successor  Warrant  Agent under this  Agreement,  provided that such
 corporation  is eligible for  appointment  as a successor to the Warrant Agent.
 Any such successor  Warrant Agent shall promptly cause notice of its succession
 as Warrant  Agent to be mailed to the  Company and to the  Registered  Owner of
 each Warrant Certificate. No further action shall be required for establishment
 and authorization of such successor Warrant Agent.

      The Warrant  Agent,  its  officers or  directors  and it  subsidiaries  or
 affiliates  may buy, hold or sell  Warrants or other  securities of the Company
 and  otherwise  deal with the Company in the same manner and to the same extent
 and with like effect as though it were not the Warrant  Agent.  Nothing  herein
 shall  preclude  the Warrant  Agent from acting in any other  capacity  for the
 Company.

 11.  Modification of Agreement.

      The Warrant Agent and the Company may by  supplemental  agreement make any
 changes or corrections  in this  Agreement they shall deem  appropriate to cure
 any ambiguity or to correct any defective or inconsistent  provision or mistake
 or error herein  contained.  Additionally,  the Parties may make any changes or
 corrections  deemed necessary which shall not adversely affect the interests of
 the  Registered  Owners  of  Warrant  Certificates;   provided,  however,  this
 Agreement  shall not  otherwise  be  modified,  supplemented  or altered in any
 respect except with the consent in writing of the Registered  Owners of Warrant
 Certificates representing not less than a majority of the Warrants outstanding.
 Additionally,  no  change  in  the  number  or  nature  of the  Warrant  Shares
 purchasable  on exercise of a Warrant or the Exercise  Price  therefor shall be
 made  without  the  consent in writing of the  Registered  Owner of the Warrant
 Certificate   representing  such  Warrant,  other  than  such  changes  as  are
 specifically prescribed by this Agreement.

 12.  Notices.

      All   notices,   demands,   elections,   opinions  or  requests   (however
 characterized  or described)  required or authorized  hereunder shall be deemed
 given  sufficiently in writing and sent by registered or certified mail, return
 receipt  requested and postage prepaid,  or by tested telex,  telegram or cable
 to:

 in the case of the Company:

                 Britannia Capital Corporation
                 2743 West 37th Avenue
                 Vancouver, British Columbia
                 V6N 2T5
                 Canada

 and in the case of the Warrant Agent:

                Olde Monmouth Stock Transfer Co., Inc.
                77 Memorial Parkway (Suite 101)
                Atlantic Highlands New Jersey 07716

 and,  if  requested  by  the  Company  to the  Registered  Owner  of a  Warrant
 Certificate,  at the address of such Registered Owner as set forth on the books
 maintained by the Warrant Agent.

 <PAGE>

 13.  Persons Benefiting.

      This  Agreement  shall be  binding  upon and inure to the  benefit  of the
 Company, the Warrant Agent and their respective successors and assigns, and the
 Registered  Owners  and  beneficial  owners  from  time to time of the  Warrant
 Certificates.  Nothing in this  Agreement  is intended or shall be construed to
 confer on any other person any right, remedy or claim or to impose on any other
 person any duty, liability or obligation.

 14.  Further Instruments.

      The Parties shall  execute and deliver any and all such other  instruments
 and shall take any and all such other actions as may be reasonable or necessary
 to carry out the intention of this Agreement.

 15.  Severability.

      If any provision of this Agreement  shall be held,  declared or pronounced
 void,  voidable,  invalid,  unenforceable  or inoperative for any reason by any
 court of  competent  jurisdiction,  government  authority  or  otherwise,  such
 holding,  declaration  or  pronouncement  shall not affect  adversely any other
 provision of this  Agreement,  which shall  otherwise  remain in full force and
 effect and be enforced  in  accordance  with its terms,  and the effect of such
 holding,  declaration  or  pronouncement  shall be limited to the  territory or
 jurisdiction in which made.

 16.  Waiver.

      All the rights and  remedies  of either  Party  under this  Agreement  are
 cumulative  and not  exclusive  of any other rights and remedies as provided by
 law.  No delay or failure on the part of either  Party in the  exercise  of any
 right or remedy  arising  from a breach of this  Agreement  shall  operate as a
 waiver of any subsequent  right or remedy  arising from a subsequent  breach of
 this Agreement. The consent of any Party where required hereunder to any act or
 occurrence  shall  not be  deemed  to be a  consent  to  any  other  action  or
 occurrence.

 17.  General Provisions.

      This  Agreement  shall be construed and enforced in accordance  with,  and
 governed  by, the local laws of the State of New  Jersey.  Except as  otherwise
 expressly stated herein, time is of the essence in performing  hereunder.  This
 Agreement  embodies the entire agreement and understanding  between the Parties
 and supersedes all prior agreements and understandings  relating to the subject
 matter hereof, and this Agreement may not be modified or amended or any term or
 provision  hereof  waived or discharged  except in writing  signed by the Party
 against whom such amendment,  modification, waiver or discharge is sought to be
 enforced.  The headings of this Agreement are for convenience of reference only
 and shall not limit or otherwise affect the meaning thereof. This Agreement may
 be  executed  in any number of  counterparts,  each of which shall be deemed an
 original,  but all of which taken  together  shall  constitute one and the same
 instrument.

      IN WITNESS  WHEREOF,  the Parties  have caused this  Agreement  to be duly
 executed as of the date first above mentioned.

                                       THE COMPANY:

                                       BRITANNIA CAPITAL CORPORATION

 (CORPORATE SEAL)

                                       By:

                                            -----------------------------------
                                             Shane Lowry, President

 ATTEST:

 -----------------------------------
 Leah Balderson, Secretary

                                       THE WARRANT AGENT:

                                       OLDE MONMOUTH STOCK TRANSFER CO., INC.

                                       By:

                                           ------------------------------------
                                            Title:

 ATTEST:

 -------------------------------------
                    , Secretary

 <PAGE>