THIS NON-TRANSFERABLE WARRANT WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON
OR BEFORE THE 12TH DAY OF APRIL, 2005.

                        THIS WARRANT IS NOT TRANSFERABLE


                              GARUDA CAPITAL CORP.
              (Incorporated under the laws of the State of Nevada)

No.{CertNo}                                                  Warrant to Purchase
                                                       {NoofShare} Common Shares

                 NON-TRANSFERABLE WARRANT FOR PURCHASE OF SHARES

THIS IS TO CERTIFY THAT, for value received, {Name}, of {Address} (the
"Holder"), is entitled to subscribe for and purchase up to {NoofShares} fully
paid and non-assessable common shares in the capital of GARUDA CAPITAL CORP.
(hereinafter called the "Company") at a price of US$0.50 per share on or before
4:00 p.m. (Pacific Standard Time) on April 12th, 2003, and at a price of US$0.60
per share on or before 4:00 p.m. (Pacific Standard Time) on April 12th, 2004,
and at a price of US$0.70 per share on or before 4:00 p.m. (Pacific Standard
Time) on April 12th, 2005, subject, however, to the provisions and upon the
Terms and Conditions attached hereto as Schedule "A".

The rights represented by this Warrant may be exercised by the Holder hereof, in
whole or in part (but not as to a fraction of a common share), by surrender of
this Warrant (properly endorsed if required) together with a Subscription in the
form attached duly completed and executed at the office of Pacific Stock
Transfer Company, 500 E. Warm Springs Road, Suite 240, Las Vegas, Nevada 89119,
together with a certified cheque payable to or to the order of the Company in
payment of the purchase price of the number of common shares subscribed for.

IN WITNESS WHEREOF GARUDA CAPITAL CORP. has caused this non-transferable Warrant
to be executed under its corporate seal as of the 12th of April, 2002.

GARUDA CAPITAL CORP.

Per:                                                                 C/S
         --------------------------------------------

Per:
         --------------------------------------------

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED UNLESS COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT HAS
BEEN MADE OR UNLESS AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION
PROVISIONS HAS BEEN ESTABLISHED, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE
SECURITIES ACT OF 1933.



<PAGE>


                                  SCHEDULE "A"

               TERMS AND CONDITIONS ATTACHED TO WARRANTS ISSUED BY

                              GARUDA CAPITAL CORP.
                                 (the "Company")

Each Warrant of the Company, whether single or part of a series, is subject to
these Terms and Conditions as they were at the date of issue of the Warrant.

1 ARTICLE 1 - INTERPRETATION

1.01 DEFINITIONS

In these Terms and Conditions, unless there is something in the subject matter
or context inconsistent therewith:

     (a)  "Company" includes a successor corporation;

     (b)  "Company's auditor" means the accountant duly appointed as auditor of
          the Company;

     (c)  "Director" means a director of the Company for the time being, and
          reference, without more, to action by the directors means action by
          the directors of the Company as a board or whenever duly empowered
          action by an executive committee of the board;

     (d)  "Person" means an individual, corporation, partnership, trustee or any
          unincorporated organization, and words importing persons have a
          similar meaning;

     (e)  "Shares" or "shares" means the common shares in the capital of the
          Company as constituted at the date of issue of a Warrant and any
          shares resulting from any event referred to in section 4.07;

     (f)  "Transfer Agent" means the company or trust company duly appointed as
          the Company's Registrar and Transfer Agent;

     (g)  "Warrant" means a non-transferable share purchase warrant, as
          evidenced by the certificate, one of which warrants entitle the holder
          to purchase one (1) common share of the Company (subject to
          adjustment) on or before April 12th, 2005 at the exercise price per
          share set forth on the certificate;

     (h)  "Warrant Holder" or "Holder" means the recorded holder of a
          non-transferable Warrant;

     (i)  "Warrant Holder's Request" means an instrument signed in one or
          counterparts by Warrant Holders entitled to purchase in the aggregate
          not less than twenty-five percent of the number of shares which could
          be purchased pursuant to all the Warrants outstanding of one series
          for the time being, requesting the Company to take some action or
          proceeding as specified therein; and


<PAGE>

     (j)  words importing the singular number include the plural and vice versa,
          and words importing the masculine gender include feminine and neuter
          genders.

1.02 INTERPRETATION NOT AFFECTED BY HEADINGS

The division of the Terms and Conditions into articles and sections, and the
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation thereof.

1.03 APPLICABLE LAW

The Warrants shall be construed in accordance with the laws of Nevada and
Province of British Columbia and the laws of Canada applicable thereto and shall
be treated in all respects as legal contracts under the laws of Nevada and
British Columbia and the laws of Canada.

2 ARTICLE 2 - ISSUE OF WARRANTS

2.01 ADDITIONAL WARRANTS

The Company may at any time and from time to time issue Warrants or grant
options or similar rights to purchase shares of its capital stock.

2.02 ISSUE IN SUBSTITUTION FOR LOST WARRANTS

     (a)  In case a Warrant shall become mutilated, lost, destroyed or stolen,
          the Company shall issue and deliver a new Warrant of like date and
          tenor as the one mutilated, lost, destroyed or stolen in exchange for,
          and in place of, and upon cancellation of such mutilated Warrant, or
          in lieu of and in substitution for such lost, destroyed or stolen
          Warrant, and the substituted Warrant shall be entitled to the benefit
          hereof and rank equally in accordance with its terms with all other
          Warrants of the same issue.

     (b)  The applicant for the issue of a new Warrant pursuant hereto shall
          bear the cost of the issue thereof and in the case of loss,
          destruction or theft furnish to the Company such evidence of
          ownership, and of loss, destruction or theft of the Warrant so lost,
          destroyed or stolen as shall be satisfactory to the Company in its
          discretion; and such applicant may also be required to furnish
          indemnity in amount and form satisfactory to the Company in its
          discretion and shall pay the reasonable charges of the Company in
          connection therewith.

2.03 WARRANT HOLDER NOT A SHAREHOLDER

The holding of a Warrant shall not constitute the holder a shareholder of the
Company, nor entitle him to any right or interest in respect thereof, except as
in the Warrant expressly provided.

ARTICLE 3 - OWNERSHIP AND TRANSFER

3.01 EXCHANGE OF WARRANTS

     (c)  Warrants in any authorized denomination may, upon compliance with the
          reasonable requirements of the Company, be exchanged for Warrants in
          any other authorized denomination of the same issue and date of expiry
          entitling the Holder to purchase any equal aggregate number of shares
          at the same subscription price and on the same terms as the Warrants
          so exchanged.


<PAGE>

     (d)  Warrants may be exchanged only at the office of the Transfer Agent.
          Any Warrants tendered for exchange shall be surrendered to the
          Transfer Agent and cancelled.

3.02 CHARGES FOR EXCHANGE

On exchange of Warrants, the Transfer Agent, except as otherwise herein
provided, may charge a sum of not exceeding $1.00 for each new Warrant issued,
and payment of such charges required to be paid shall be made by the party
requesting such exchange.

3.03 OWNERSHIP AND TRANSFER OF WARRANTS

The Company and Transfer Agent may deem and treat the Holder of a Warrant as the
absolute owner of such Warrant for all purposes and shall not be affected by any
notice or knowledge to the contrary. The Holder of a transferable Warrant shall
be entitled to the rights of set-off or counter-claim between the Company and
the original or any intermediate Holder; and all persons may act accordingly.
The receipt of a Holder of a Warrant for shares purchasable pursuant thereto
shall be a good discharge to the Company and Transfer Agent for the same, and
neither the Company nor the Transfer Agent shall be bound to enquire into the
title of any such Holder. Transferable Warrants shall be negotiable and shall
pass by delivery. Non-transferable Warrants and all rights thereunder shall not
be transferable.

3.04 NOTICE TO WARRANT HOLDER

Unless herein otherwise expressly provided, any notice to be given hereunder to
a Warrant Holder shall be deemed to be validly given, if mailed to the address
of the Warrant Holder as set out on the Warrant.

ARTICLE 4 - EXERCISE OF WARRANTS

4.01 METHOD OF EXERCISE OF WARRANTS

The right to purchase shares conferred by a Warrant may be exercised by the
Holder surrendering it, with a duly completed and executed subscription in the
form attached thereto and cash or a certified cheque payable to, or to the order
of Company, for the purchase price applicable at the time of surrender in
respect of the shares subscribed for in lawful money of U.S. to the Transfer
Agent.

4.02 EFFECT OF EXERCISE OF WARRANTS

     (a)  Upon surrender and payment as aforesaid, the shares so subscribed for
          shall be deemed to have been issued, and such person shall be deemed
          to have become the holder of such shares on the date of such surrender
          and payment, and such shares shall be issued at the purchase price
          paid.

     (b)  Within ten business days after surrender and payment as aforesaid, the
          Company shall forthwith cause to be delivered to the person in whose
          name the shares so subscribed for are to be issued as specified in
          such subscription a certificate for the appropriate number of shares
          not exceeding those which the Warrant Holder is entitled to purchase
          pursuant to the Warrant surrendered.


<PAGE>

4.03 SUBSCRIPTION FOR LESS THAN ENTITLEMENT

A Holder may subscribe for and purchase a number of shares less than the number
which he is entitled to purchase pursuant to the surrendered Warrant. In the
event of any purchase of a number of shares less than the number which can be
purchased pursuant to a Warrant, the Holder, upon exercise thereof, shall in
addition be entitled to receive a new Warrant in respect of the balance of the
shares which he was entitled to purchase pursuant to the surrendered Warrant and
which were not then purchased.

4.04 WARRANTS FOR FRACTIONS OF SHARES

To the extent that a Holder is entitled to receive on the exercise or partial
exercise thereof a fraction of a share, such right may be exercised in respect
of such fraction only in combination with another Warrant which in the aggregate
entitle the Holder to receive a whole number of shares.

4.05 EXPIRATION OF WARRANTS

After the expiration of the period within which a Warrant is exercisable all
rights thereunder shall wholly cease and terminate, and such Warrant shall be
void and of no effect. The expiry date of a Warrant shall be set out therein.

4.06 EXERCISE PRICE

The price per share, which must be paid to exercise a Warrant, shall be set out
therein.

4.07 ADJUSTMENTS

     (a)  If and whenever the shares shall be subdivided into a greater or
          consolidated into a lesser number of shares, or in the event of any
          payment by the Company of a stock dividend, the exercise price shall
          be decreased or increased proportionately as the case may be. Upon any
          such subdivision, consolidation or payment of a stock dividend, the
          number of shares deliverable upon the exercise of a Warrant shall be
          increased or decreased proportionately as the case may be.

     (b)  In case of any reclassification of the capital of the Company, or in
          the case of the merger or amalgamation of the Company with, or into
          any other company or of the sale of substantially all of the property
          and assets of the Company or to any other company, each Warrant shall,
          after such reclassification of capital, merger, amalgamation or sale,
          confer the right to purchase that number of shares or other securities
          or property of the Company or of the company resulting from such
          reclassification, merger, amalgamation, or to which such sale shall be
          made, as the case may be, which the Holder would then hold if he had
          exercised his rights under the Warrant before reclassification of
          capital, merger, amalgamation or sale; and in any such case, if
          necessary, appropriate adjustments shall be made in the application of
          the provisions set forth in this Article 4 with respect to the rights
          and interest thereafter of the Holders to the end that the provisions
          set forth in this Article 4 shall thereafter correspondingly be made
          applicable as nearly as may reasonably be in relation to any shares or
          other securities or property thereafter deliverable on the exercise of
          a Warrant.


<PAGE>

     (c)  If and whenever at any time from the date hereof and prior to the time
          of expiry of the Warrants, the Company issues or distributes to the
          holders of all or substantially all of the Company's outstanding
          Shares any securities of the Company including rights, options or
          warrants to acquire shares of the Company or securities convertible
          into or exchangeable for shares of the Company or property or assets
          including evidences of indebtedness, on exercise of the Warrants any
          holder thereof shall be entitled to receive, at no cost to such
          holder, and shall accept for the same aggregate consideration, in
          addition to the Shares to which he was theretofore entitled upon such
          exercise, the kind and amount of shares or other securities or
          property which such holder would have been entitled to receive as a
          result of such issue or distribution as if, on the effective date
          thereof, he had been the registered holder of the number of Shares to
          which he was theretofore entitled upon such exercise and, appropriate
          adjustments shall be made as a result of any such subdivision,
          consolidation, issue or distribution to the rights and interests of
          holders of Warrants thereafter so that the provisions of this section
          4.07 will thereafter apply correspondingly to any shares, other
          securities or other property thereafter deliverable upon the exercise
          of any Warrant. The adjustments provided for in this section in the
          subscription rights pursuant to any Warrants are cumulative.

4.08 DETERMINATION OF ADJUSTMENTS

If any question shall at any time arise with respect to any adjustments to be
made under section 4.07, such question shall be conclusively determined by the
Company's auditor, or, if he declines to so act, any other chartered accountant
in Vancouver, B.C. that the Company may designate and who shall have access to
all appropriate records, and such determination shall be binding upon the
Company and the Holder.

ARTICLE 5 - COVENANTS BY THE COMPANY

5.01 GENERAL COVENANTS

The Company covenants with the Holder that so long as any Warrants remain
outstanding:

     (a)  it will reserve, and there will remain unissued out of its authorized
          capital, a sufficient number of shares to satisfy the rights of
          purchase provided for in all Warrants from time to time outstanding;

     (b)  it will cause the Shares from time to time acquired pursuant to the
          exercise of the Warrants to be duly issued and delivered in accordance
          with the terms hereof and the Shares will be issued as fully paid and
          non-assessable and free from all liens, charges and encumbrances;

     (c)  it will use its best efforts to maintain its corporate existence;

     (d)  it will use its best efforts to ensure that all Shares of the Company
          outstanding or issuable from time to time continue to be or are listed
          and posted for trading on the OTC - BB Exchange or such other exchange
          satisfactory to the Holder;

     (c)  it will make all requisite filings under applicable securities
          legislation including those necessary to remain a reporting issuer not
          in default;

     (d)  generally, it will well and truly perform and carry out all of the
          acts or things to be done by it as provided therein.

<PAGE>

ARTICLE 6 - WAIVER OF CERTAIN RIGHTS

6.01 IMMUNITY OF SHAREHOLDERS, ETC.

The Warrant Holder, by acceptance of the Warrant, waives and releases any right,
cause of action or remedy now or hereafter existing in any jurisdiction against
any past, present or future incorporator, member, Director or Officer (as such)
of the Company for the issue of shares pursuant to any Warrant or any covenant,
agreement, representation or warranty by the Company herein contained.

ARTICLE 7 - MEETING OF WARRANT HOLDERS

7.01 RIGHT TO CONVENE MEETING

     (a)  Subject to the provisions of clause (2), the Company may at any time
          and from time to time, and shall on receipt of a Warrant Holder's
          Request and upon being indemnified to its reasonable satisfaction by
          the Warrant Holder signing such Warrant Holder's Request against the
          costs which may be incurred in connection with the calling and holding
          of such meeting, convene a meeting of the Holders of Warrants of the
          same issue. In the event of the Company failing within fifteen days
          after receipt of such Warrant Holder's Request and indemnity given as
          aforesaid to give notice convening a meeting, such Warrant Holders may
          convene a meeting. Every such meeting shall be held in the City of
          Vancouver, Province of British Columbia.

     (b)  Notwithstanding the foregoing, neither the Company nor the Warrant
          Holders shall convene a meeting for the purpose of extending the
          expiry date of any Warrant.

7.02 NOTICE

At least 21 days' notice of any meeting shall be given to the Warrant Holders
and to the Company unless the meeting has been called by it. Such notice shall
state the time and place of the meeting and shall state the general nature of
the business to be transacted thereat and it shall not be necessary for any such
notice to set out the terms of any resolution to be proposed or any of the
provisions of this Article.

7.03 CHAIRMAN

Some person nominated in writing by the Company shall be Chairman of the meeting
and if no person is so nominated, or if the person so nominated is not present
within fifteen minutes from the time fixed for the holding of the meeting, the
Warrant Holders present in person or by proxy shall choose some person present
to be Chairman.


<PAGE>

7.04 QUORUM

Subject to the provisions of Section 7.12 at any meeting of Warrant Holders a
quorum shall consist of Warrant Holders present in person or by proxy and
entitled to purchase at least twenty-five percent of the aggregate number of
shares which could be purchased pursuant to all the then outstanding Warrants of
the same issue, provided that at least two persons entitled to vote thereat are
personally present. If, at any such meeting, a quorum is not present within half
an hour after the time appointed for the meeting, then the meeting, if convened
by Warrant Holders or on a Warrant Holder's Request, shall be dissolved; but in
any other case the meeting shall be adjourned to the same day in the next week
(unless such day is a non-business day, in which case it shall be adjourned to
the next following business day thereafter) at the same time and place. At the
adjourned meeting the Warrant Holders present in person or by proxy shall form a
quorum and may transact the business for which the meeting was originally
convened.

7.05 POWER TO ADJOURN

The Chairman of any meeting at which a quorum of Warrant Holders is present may
with the consent of the meeting adjourn any such meeting and no notice of such
adjournment need be given except such notice, if any, as the meeting may
prescribe.

7.06 SHOW OF HANDS

Every question submitted to a meeting shall be decided in the first place by a
majority of the votes given on a show of hands. At any such meeting, unless a
poll is duly demanded as herein provided, a declaration by the Chairman that a
resolution has been carried or carried unanimously or by a particular majority
shall be conclusive evidence of the fact.

7.07 POLL

On any question submitted to a meeting and after a vote by a show of hands, when
demanded by the Chairman or by one or more Warrant Holders, a poll shall be
taken in such manner as the Chairman shall direct. Questions, other than
extraordinary resolutions, shall be decided by a majority of the votes cast on
the poll.

7.08 VOTING

On a show of hands every person who is present and entitled to vote, whether as
a Warrant Holder or as proxy, or both, shall have one vote. On a poll each
Warrant Holder present in person or represented by proxy shall be entitled to
one vote in respect of each share which he is entitled to purchase pursuant to
the Warrant then held by him. A proxy need not be a Warrant Holder.

7.09 REGULATIONS

The Company may from time to time make and vary such regulations as it shall
think fit:

     (a)  for the issue of voting certificates by any bank, trust company or
          other depository certifying that specified Warrants have been
          deposited with it by a named Holder and will remain on deposit until
          after the meeting, which voting certificate shall entitle the Holder
          named therein to be present and vote at any such meeting and at any
          adjournment thereof or to appoint a proxy or proxies to represent him
          and vote for him at any such meeting and at any adjournment thereof,
          in the same manner and with the same effect as though the Holder so
          named in such voting certificate was the actual bearer or holder of
          the Warrant specified therein;



<PAGE>

     (b)  for the deposit of voting certificates and/or instruments appointing
          proxies at such place and time as the Company or the Warrant Holders
          convening the meeting, as the case maybe, may in the notice convening
          the meeting direct;

     (c)  for the deposit of voting certificates and/or instruments appointing
          proxies at some approved place or places other than the place at which
          the meeting is to be held and enabling particulars of such voting
          certificates and/or instruments appointing proxies to be mailed, faxed
          before the meeting to the Company at the place where the same is to be
          held and for the voting of proxies so deposited as though the
          instruments themselves were produced at the meeting; and

     (d)  for the form of the instrument of proxy.

Any regulations so made shall be binding and effective and the votes given in
accordance therewith shall be valid and shall be counted. Save as such
regulations may provide, the only persons who shall be recognized at any meeting
as the Holder of a Warrant, or as entitled to vote or be present at the meeting
in respect thereof, shall be persons who produce Warrants at the meeting.

7.10 COMPANY MAY BE REPRESENTED

The Company by its officers and directors, and the legal advisors of the Company
may attend any meeting of Warrant Holders, but shall have no vote as such.

7.11 POWERS EXERCISABLE BY EXTRAORDINARY RESOLUTION

In addition to all other powers conferred upon them by any other provisions
hereof or by law, Warrant Holders at a meeting shall have the following powers,
exercisable from time to time by extraordinary resolution:

     (a)  power to enforce any of the covenants on the part of the Company
          contained in the Warrants or to enforce any of the rights of the
          Warrant Holders in any manner specified in such extraordinary
          resolution or to refrain from enforcing any such covenant or right;

     (b)  power to enforce any of the covenants on the part of the Company in
          complying with any provisions hereof either unconditionally or upon
          any conditions specified in such extraordinary resolution;

     (c)  power to consent to any amendment of the provision of these terms and
          conditions.

7.12 MEANING OF "EXTRAORDINARY RESOLUTION"

The expression "extraordinary resolution" when used herein means a resolution
proposed at a meeting of Warrant Holders duly convened for that purpose and held
in accordance with the provisions of this Article at which there is a quorum
present and passed by the affirmative votes of Warrant Holders entitled to
purchase not less than 75% of the shares which can be purchased by the Warrants
represented at the meeting and voted upon such resolution or a resolution in
writing signed by 75% of the Warrant Holders.



<PAGE>

7.13 POWERS CUMULATIVE

Any one or more of the powers and/or any combination of the powers herein stated
to be exercisable by Warrant Holders by extraordinary resolution or otherwise
may be exercised from time to time and the exercise of any one or more of such
powers or any combination of powers from time to time shall not be deemed to
exhaust the right of Warrant Holders to exercise such power or powers or
combination of powers then or any power or powers or combination of powers
thereafter from time to time.

7.14 MINUTES

Minutes of all resolutions and proceedings at every meeting of Warrant Holders
shall be made and duly entered in books to be from time to time provided for
that purpose by the Company, and any such minutes as aforesaid, if signed by the
Chairman of the meeting at which such resolutions were passed or proceedings
had, or by the Chairman of the next succeeding meeting of Warrant Holders, shall
be prima facie evidence of the matters therein stated and until the contrary is
proved, every such meeting, in respect of the proceedings of which minutes shall
have been made, shall be deemed to have been duly convened and held, and all
resolutions passed thereat or proceedings taken, to have been duly passed and
taken.

7.15 BINDING EFFECT OF RESOLUTIONS

Every resolution passed in accordance with the provisions of this Article at a
meeting of Warrant Holders shall be binding upon all Warrant Holders holding
Warrants of the same issue.

7.16 STATUS OF WARRANT HOLDERS

The Holders of Warrants of one issue shall not be entitled as such to attend or
vote at a meeting of the Holders of another issue, and any action taken at a
meeting of the Holders of one issue shall in no way affect the rights of the
Holders of another issue.

ARTICLE 8 - MODIFICATION OF TERMS, SUCCESSORS

8.01 MODIFICATION OF TERMS AND CONDITIONS FOR CERTAIN PURPOSES

From time to time the Company may, subject to the provisions of these presents,
and shall, when so directed by these presents, modify the terms and conditions
hereof, for any one or more or all of the following purposes:

     (a)  adding to the provisions hereof such additional covenants and
          enforcement provisions as, in the opinion of counsel for the Company,
          are necessary or advisable in the premises;

     (b)  giving effect; to any extraordinary resolution passed as provided in
          Article 7;

     (c)  making such provisions not inconsistent herewith as may be reasonably
          necessary or desirable with respect to matters or questions arising
          hereunder or for the purpose of obtaining a listing or quotation of
          Warrants on any stock exchange or house;



<PAGE>

     (d)  adding to or altering the provisions hereof in respect of the
          registration and transfer of Warrants making provision for the
          exchange of Warrants of different denominations; and making any
          modification in the form of Warrants which does not affect the
          substance thereof;

     (e)  for any other purpose not inconsistent with the terms hereof,
          including the correction or rectification of any ambiguities,
          defective provisions, errors or omissions herein; and

     (f)  to evidence any succession of any corporation and the assumption by
          any successor of the covenants of the Company herein and in the
          Warrants contained as provided hereafter in this Article.

8.02 COMPANY MAY AMALGAMATE, ETC. ON CERTAIN TERMS

Nothing herein contained shall prevent any amalgamation or merger of the Company
with or into any other company, or the sale of the property or assets of the
Company to any company lawfully entitled to acquire the same; provided however
that the company formed by such merger or amalgamation or which acquires by
conveyance or transfer all or substantially all the properties and assets of the
Company shall be a company organized and existing under the laws of Canada or of
the United States of America or any Province, State, District or Territory
thereof, which shall, simultaneously with such amalgamation, merger, conveyance
or transfer, assume the due and punctual performance and observance of all the
covenants and conditions hereof to be performed or observed by the Company and
shall succeed to and be substituted for the Company, and such changes in
phraseology and form (but not in substance) may be made in the Warrants as may
be appropriate in view of such amalgamation, merger or transfer.

8.03 ADDITIONAL FINANCING

Nothing herein contained shall prevent the Company from issuing any other
securities or rights with respect thereto during the period within which a
Warrant is exercisable, upon such terms as the Company may deem appropriate.


<PAGE>


                              FORM OF SUBSCRIPTION
                              --------------------


TO:      Pacific Stock Transfer Company

The undersigned Holder of the within Warrants hereby subscribes for ____________
common shares (the "Shares") of GARUDA CAPITAL CORP. (the "Company") pursuant to
the within Warrants on the terms and price specified in the Warrants. This
subscription is accompanied by a certified cheque or bank draft payable to or to
the order of the Company for the whole amount of the purchase price of the
Shares.

The undersigned hereby directs that the Shares be registered as follows:

NAME(S) IN FULL                     ADDRESS(ES)             NUMBER OF SHARES
---------------                     -----------             ----------------

_________________________    _________________________  ________________________

_________________________    _________________________  ________________________

_________________________    _________________________  ________________________

                                                  TOTAL:
                                                        ------------------------

(Please print full name in which share certificates are to be issued, stating
whether Mr., Mrs., Ms. or Miss is applicable).


DATED this ________ day of _____________, 2002.

In the presence of:

____________________________________           _________________________________
Signature of Witness                           Signature of Warrant Holder


Please print below your name and address in full.

Name (Mr./Mrs./Ms./Miss)
                               -------------------------------------------------

Address
                               -------------------------------------------------



                          INSTRUCTIONS FOR SUBSCRIPTION
                          -----------------------------

The signature to the subscription must correspond in every particular with the
name written upon the face of the Warrant without alteration or enlargement or
any change whatever and must be guaranteed by a chartered bank or a broker who
is a member of a recognized stock exchange or by some other person satisfactory
to Pacific Stock Transfer Company. If there is more than one subscriber, all
must sign.

ln the case of persons signing by agent or attorney or by personal
representative(s), the authority of such agent, attorney or representative(s) to
sign must be proven to the satisfaction of Pacific Stock Transfer Company.

If the Warrant certificate and the form of subscription are being forwarded by
mail registered mail must be employed.