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                                                                     EXHIBIT 4.3

                         UNDERWRITER OPTIONS TO ACQUIRE
                             SHARES OF COMMON STOCK
                            GRYPHON GOLD CORPORATION

NO. o

THIS CERTIFIES that, for value received, [NAME OF UNDERWRITER], [Address] (the
"Underwriter"), is the registered holder of o Underwriter options (the
"Underwriter Options") of Gryphon Gold Corporation (the "Corporation"), with
each Underwriter Option entitling the Underwriter, subject to the terms and
conditions set forth in this Certificate and subject to adjustment in certain
events, to acquire from the Corporation, one (1) Common Share of the Corporation
(an "Underwriter Share") at a price of $o per Underwriter Share (the "Exercise
Price") at any time, and from time to time, commencing on the date hereof and
continuing until 5:00 p.m. (Toronto time) on [ONE YEAR FROM CLOSING] (the "Time
of Expiry").

         All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the warrant indenture (the "Warrant Indenture")
dated as of o, 2005 among the Corporation and Computershare Trust Company of
Canada and the underwriting agreement (the "Underwriting Agreement") dated as of
o, 2005 amongst the Corporation and Desjardins Securities Inc., CIBC World
Markets Inc., Bolder Investment Partners Inc. and Orion Securities Inc.
(together, the "Underwriters"), pursuant to which the Underwriters agreed to
sell up to o Units in the capital of the Corporation (the "Offering"). This
Certificate is issued to the Underwriter pursuant to the Underwriting Agreement.

1.       METHOD OF EXERCISE OF UNDERWRITER OPTIONS

         (a)      Subject to Section 1(b), the Underwriter may during the
                  Exercise Period exercise the right thereby conferred on such
                  holder to purchase the Underwriter Shares to which such
                  Underwriter Options entitles the Underwriter, by surrendering
                  this Certificate representing such Underwriter Options to the
                  Corporation at any time prior to the Time of Expiry at its
                  principal office in the City of Vancouver, British Columbia
                  (or at such additional place or places as may be decided by
                  the Corporation from time to time with the approval of the
                  Underwriter) (the "Notice"), with: (i) a duly completed and
                  executed exercise form substantially in the form as set out in
                  Schedule "A" attached (the "Election to Exercise Form") and an
                  Option Exercise Certification (in the form attached hereto as
                  Schedule "B") if no Registration Statement is available at the
                  time of exercise; and (ii) a certified cheque, bank draft or
                  money order payable at par to or to the order of Gryphon Gold
                  Corporation in an amount equal to the Exercise Price
                  multiplied by the number of Underwriter Shares subscribed for.
                  This Certificate with the duly completed and executed Election
                  to Exercise Form (and Option Exercise Certification, where
                  applicable) shall be deemed to be surrendered only upon
                  personal delivery thereof to, or if sent by mail or other
                  means of transmission upon actual receipt thereof by, the
                  Corporation. If the Underwriter subscribes for a lesser number
                  of Underwriter Shares than the aggregate number of Underwriter
                  Shares then issuable pursuant to the exercise of the
                  Underwriter Options represented by this Certificate
                  surrendered, the Underwriter shall be entitled to


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                  receive a further option certificate in respect of the
                  Underwriter Options represented by this Certificate that have
                  not been exercised. Any such surrender for exercise shall be
                  irrevocable.

         (b)      As promptly as possible and in any event within five (5)
                  business days after receipt of the Notice and payment in full
                  of the Exercise Price for the total number of Underwriter
                  Shares to be purchased, the Corporation shall cause the
                  Underwriter, or such person as may be designated by the
                  Underwriter, to be recorded in its register of shareholders as
                  the holder of the number of fully paid, non-assessable
                  Underwriter Shares so issued (the date upon which the
                  Underwriter is so recorded as registered holder being referred
                  to in this Section 1(b) as the "Registry Date"). The
                  Underwriter shall have full rights as a shareholder with
                  respect to the Underwriter Shares acquired pursuant to the
                  exercise of Underwriter Options on or after the Registry Date.
                  The Corporation agrees to issue share certificates in respect
                  of all Underwriter Shares so purchased as soon as possible
                  after the Registry Date, and in any event within five (5)
                  business days thereafter.

         (c)      Notwithstanding any provision to the contrary contained in
                  this Certificate, that the issuance of the Underwriter Shares
                  upon the exercise of Underwriter Options requires the
                  maintenance of an effective Registration Statement, with
                  respect to such Underwriter Shares under the 1933 Act, and in
                  no event shall such Underwriter Shares be issued unless the
                  Underwriter Shares are registered under the 1933 Act pursuant
                  to an effective Registration Statement and the Corporation
                  causes to be delivered to the Underwriter a U.S. Prospectus;
                  provided, however, that if the Registration Statement ceases
                  to be effective, prior to the Time of Expiry and for so long
                  as the Registration Statement is not effective, subject to
                  applicable law, the Underwriter may only exercise the right to
                  purchase Underwriter Shares in the circumstances noted below:

                  (i)      exercise such Underwriter Options, if the Underwriter
                           is not a U.S. Purchaser and the Underwriter delivers
                           a duly completed and executed Underwriter Options
                           Exercise Certification (in the form attached hereto
                           as Schedule "B") certifying that the Underwriter:
                           (a)(1) is not in the United States; (2) is not a U.S.
                           Person and is not exercising the Underwriter Options
                           for, or on behalf or benefit of, a U.S. Person or
                           person in the United States; (3) did not execute or
                           deliver the Election to Exercise Form in the United
                           States; (4) agrees not to engage in hedging
                           transactions with regard to either the Underwriter
                           Options or the Underwriter Shares prior to the
                           expiration of the one-year distribution compliance
                           period set forth in Rule 903(b)(3) of Regulation S;
                           (5) acknowledges that the Underwriter Shares issuable
                           upon exercise of the Underwriter Options are
                           "restricted securities" as defined in Rule 144 of the
                           1933 Act and upon the issuance thereof, and until
                           such time as the same is no longer required under the
                           applicable requirements of the 1933 Act or applicable
                           U.S. state laws and regulations, the certificates
                           representing the Underwriter Shares will bear a
                           restrictive legend; and (6) acknowledges that the
                           Corporation shall refuse


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                           to register any transfer of either the Underwriter
                           Options or Underwriter Shares not made in accordance
                           with the provisions of Regulation S, pursuant to
                           registration under the 1933 Act, or pursuant to an
                           available exemption from registration under the 1933
                           Act; and (b) neither the Corporation nor the
                           Underwriter has engaged in any "directed selling
                           efforts" (as defined in Regulation S) in the United
                           States; or

                  (ii)     exercise such Underwriter Options in a transaction
                           that does not require registration under the 1933 Act
                           or any applicable U.S. state laws and regulations and
                           the Underwriter has (a) delivered a duly completed
                           and executed Underwriter Options Exercise
                           Certification (in the form attached hereto as
                           Schedule "B") certifying that the holder is
                           exercising the Underwriter Options pursuant to such
                           exemptions and (b) furnished to the Corporation,
                           prior to such exercise, an opinion of counsel of
                           recognized standing in form and substance
                           satisfactory to the Corporation to such effect; or

                  (iii)    if (a) the Current Market Price of one Common Share
                           is greater than the Exercise Price (at the date of
                           calculation as set forth below) and (b) a
                           Registration Statement is not then effective, in lieu
                           of exercising the Underwriter Options by payment of
                           cash, the Underwriter may exercise such Underwriter
                           Options to receive the number of Underwriter Shares
                           determined in accordance with the formula set out
                           below (and no more) by surrendering this Certificate
                           at any time at the Corporation's principal office in
                           the City of Vancouver, British Columbia (or at such
                           additional place or places as may be decided by the
                           Corporation from time to time with the approval of
                           the Underwriter), with a duly completed and executed
                           Underwriter Options Exercise Certification (in the
                           form attached hereto as Schedule B) electing to
                           exercise the Underwriter Options without payment of
                           the Exercise Price in cash (also referred to as a
                           "cashless" exercise). Upon such election, the
                           Corporation shall issue to the Underwriter a number
                           of Underwriter Shares computed using the following
                           formula:

                                            X = Y (B-A)
                                                -------
                                                   B
                           Where        X =        the number of Underwriter
                                                   Shares to be issued to the
                                                   Underwriter.
                                            Y =    the number of Underwriter
                                                   Shares purchasable upon
                                                   exercise of all of the
                                                   Underwriter Options or, if
                                                   only a portion of the
                                                   Underwriter Options are being
                                                   exercised, the portion of the
                                                   Underwriter Options being
                                                   exercised.
                                            A =    the Exercise Price.
                                            B =    the Current Market Price of
                                                   one Common Share.

                           If the Underwriter exercises the right provided for
                           in this Section 1(b)(iii) in respect of a lesser
                           number of Underwriter Options than the aggregate
                           number of Underwriter Options represented by this
                           Certificate, the


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                           Underwriter shall be entitled to receive a further
                           option certificate in respect of the Underwriter
                           Options represented by this Certificate that have not
                           been exercised. Any such surrender for cashless
                           exercise shall be irrevocable.

         (d)      Unless the Underwriter Options are exercised pursuant to an
                  effective Registration Statement or under the conditions set
                  forth in Section 1(b)(iii), the certificate representing the
                  Underwriter Shares issued upon exercise of the Underwriter
                  Options will bear legends restricting the transfer without
                  registration under the U.S. Securities Act and applicable
                  state securities laws and restricting transfer under the
                  Toronto Stock Exchange, substantially in the form set forth
                  below:

                           THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
                           UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
                           "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
                           STATE OF THE UNITED STATES AND MAY BE OFFERED, SOLD
                           OR OTHERWISE TRANSFERRED ONLY (I) TO THE CORPORATION,
                           (II) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
                           RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
                           (III) IN COMPLIANCE WITH THE EXEMPTION FROM
                           REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
                           RULE 144 THEREUNDER, OR (IV) IN COMPLIANCE WITH
                           ANOTHER EXEMPTION FROM REGISTRATION, IN EACH CASE
                           AFTER PROVIDING A LEGAL OPINION OR OTHER EVIDENCE
                           SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER
                           MAY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES
                           ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES
                           REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN
                           COMPLIANCE WITH U.S. SECURITIES LAWS.

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
                           LISTED ON THE TORONTO STOCK EXCHANGE ("TSX");
                           HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH
                           THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY
                           TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE
                           REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY"
                           IN SETTLEMENT OF TRANSACTIONS ON THE TSX.

         (e)      If any Underwriter Shares issuable upon the exercise of
                  Underwriter Options require the maintenance of a current
                  Registration Statement, with respect to such Underwriter
                  Shares under the 1933 Act, the Corporation shall have the
                  authority to suspend the exercise of any or all Underwriter
                  Options while such registration statement is not current.
                  Similarly, an Underwriter residing in a state where a required
                  registration or governmental approval of issuance of the
                  Underwriter Shares is not in effect as of or has not been
                  obtained within a reasonable time after the surrender date of
                  this Certificate for exercise shall not be entitled to
                  exercise Underwriter Options, unless in the opinion of counsel
                  to the Corporation such


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                  registration or approval in such state shall not be required
                  or the Corporation otherwise authorizes the issuance. In such
                  event, the Underwriter shall be entitled to transfer the
                  Underwriter Options to others, but only prior to the Time of
                  Expiry for the Underwriter Options being transferred. If no
                  Registration Statement is effective at any time when any
                  Underwriter Options is exercised, such Underwriter shall be
                  notified forthwith by the Corporation that such Underwriter is
                  entitled, at his or her option, to exercise the Underwriter
                  Options only in accordance with the conditions set forth in
                  Sections 1(b)(i)-(iii) and upon delivery of a Underwriter
                  Options Exercise Certification (in the form attached hereto as
                  Schedule "B") to the Corporation.

         (f)      Any exercise form referred to in Section 1(a) shall be signed
                  by the Underwriter and shall specify the person or persons in
                  whose name or names the Underwriter Shares to be issued upon
                  exercise are to be registered, such entity's, person's or
                  persons' address or addresses and the number of Underwriter
                  Shares to be issued to each entity or person if more than one
                  is so specified. If any of the Underwriter Shares issuable
                  upon the exercise of Underwriter Options by a holder are to be
                  issued to an entity, person or persons other than the
                  Underwriter, the signature(s) set out in the exercise form
                  referred to in Section 1(a) shall be guaranteed by an Eligible
                  Institution, and the Underwriter shall pay to the Corporation
                  all applicable transfer or similar taxes and the Corporation
                  shall not be required to issue or deliver certificates
                  evidencing Underwriter Shares unless or until such Underwriter
                  shall have paid to the Corporation on behalf of the
                  Corporation the amount of such tax or shall have established
                  to the satisfaction of the Corporation that such tax has been
                  paid or that no tax is due.

         (g)      No fractional Underwriter Share shall be issued upon exercise
                  of any Underwriter Options. If any fractional interest in an
                  Underwriter Share would, except for the provisions of the
                  first sentence of this subsection, be deliverable upon the
                  exercise of an Underwriter Option, the Corporation shall, in
                  lieu of delivering the fractional interest therefor, pay to
                  the Underwriter an amount in cash equal to the Current Market
                  Price of such fractional interest.

         (h)      Notwithstanding that the Corporation may not have maintained a
                  current Registration Statement in respect of Shares under the
                  1933 Act, the Underwriter (whether a U.S. Purchaser or
                  otherwise) shall not have any right to receive, and the
                  Corporation shall be under no obligation to pay to the
                  Underwriter (whether a U.S. Purchaser or otherwise), any cash
                  amount or other consideration or compensation upon exercise of
                  the Underwriter Options, other than as expressly provided by
                  this Certificate, and the Corporation shall not be under any
                  obligation to redeem or otherwise purchase any Underwriter
                  Options in any circumstance; provided, however, that nothing
                  in this clause shall limit or restrict any remedies of the
                  Underwriter in respect of a breach by the Corporation of a
                  representation, warranty or covenant hereunder, including
                  without limitation the covenants in Section 10 of this
                  Certificate.


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2.       ADJUSTMENT IN UNDERWRITER SHARES SUBJECT TO THE UNDERWRITER OPTIONS.

         The Exercise Price per Underwriter Option and the number of Underwriter
Shares which may be subscribed for upon exercise of an Underwriter Options shall
be subject to adjustment from time to time upon the occurrence of any of the
events and in the manner provided as follows:

         (a)      If and whenever at any time prior to the Time of Expiry the
                  Corporation shall:

                  (i)      declare a dividend or make a distribution on its
                           Common Shares in each case payable in Common Shares
                           (or securities exchangeable for or convertible into
                           Common Shares), or

                  (ii)     subdivide or change its outstanding Common Shares
                           into a greater number of Common Shares, or

                  (iii)    reduce, combine or consolidate its outstanding Common
                           Shares into a lesser number,

                  (any of such events in these clauses 2(a)(i), (ii) and (iii)
                  being called a "SHARE REORGANIZATION"), then effective
                  immediately after the record date or effective date, as the
                  case may be, at which the holders of Common Shares are
                  determined for the purposes of the Share Reorganization, the
                  Exercise Price shall be adjusted to a price determined by
                  multiplying the applicable Exercise Price in effect on such
                  effective date or record date by a fraction, the numerator of
                  which shall be the number of Common Shares outstanding on such
                  effective date or record date before giving effect to such
                  Share Reorganization and the denominator of which shall be the
                  number of Common Shares outstanding immediately after giving
                  effect to such Share Reorganization (including, in the case
                  where securities exchangeable for or convertible into Common
                  Shares are distributed, the number of additional Common Shares
                  that would have been outstanding had such securities been
                  exchanged for or converted into Common Shares immediately
                  after giving effect to such Share Reorganization).

         (b)      If and whenever at any time prior to the Time of Expiry the
                  Corporation shall fix a record date for the issuing of rights,
                  options or warrants to all or substantially all of the holders
                  of the Common Shares entitling them for a period expiring not
                  more than 45 days after such record date (the "RIGHTS PERIOD")
                  to subscribe for or purchase Common Shares (or securities
                  convertible into or exchangeable for Common Shares) at a price
                  per share (or having a conversion or exchange price per share)
                  which is less than 95% of the Current Market Price per Common
                  Share on the record date for such issue (any of such events
                  being called a "RIGHTS OFFERING"), then effective immediately
                  after the end of the Rights Period the Exercise Price shall be
                  adjusted to a price determined by multiplying the applicable
                  Exercise Price in effect at the end of the Rights Period by a
                  fraction the numerator of which shall be the sum of:


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                                      -7-


                  (i)      the number of Common Shares outstanding as of the
                           record date for the Rights Offering, and

                  (ii)     a number determined by dividing (a) either the
                           product of (i) the number of Common Shares issued
                           during the Rights Period upon exercise of the rights,
                           warrants or options under the Rights Offering and
                           (ii) the price at which such Common Shares are
                           issued, or, as the case may be, the product of (iii)
                           the number of Common Shares for or into which the
                           convertible or exchangeable securities issued during
                           the Rights Period upon exercise of the rights,
                           warrants or options under the Rights Offering are
                           exchangeable or convertible and (iv) the exchange or
                           conversion price of the convertible or exchangeable
                           securities so issued, by (b) the Current Market Price
                           per Common Share as of the record date for the Rights
                           Offering, and

                  the denominator of which shall be the number of Common Shares
                  outstanding (including the number of Common Shares actually
                  issued or subscribed for during the Rights Period upon
                  exercise of the rights, warrants or options under the Rights
                  Offering) or which would be outstanding upon the conversion or
                  exchange of all convertible or exchangeable securities issued
                  during the Rights Period upon exercise of the rights, warrants
                  or options under the Rights Offering, as applicable, in each
                  case after giving effect to the Rights Offering.

                  Common Shares owned by or held (otherwise than as security)
                  for the account of the Corporation or any subsidiary of the
                  Corporation shall be deemed not to be outstanding for the
                  purpose of any such computation. In order to give effect to
                  the provisions of Section 2(f) in the circumstances described
                  below, any holder of Underwriter Options who shall have
                  exercised his right to purchase Underwriter Shares during the
                  period beginning immediately after the record date for a
                  Rights Offering and ending on the last day of the Rights
                  Period therefor, in addition to the Underwriter Shares to
                  which he is otherwise entitled upon such exercise, shall be
                  entitled to that number of additional Underwriter Shares equal
                  to the result obtained when the difference, if any, between
                  the Exercise Price per Underwriter Share in effect immediately
                  prior to the end of such Rights Offering and the Exercise
                  Price per Common Share, as adjusted for such Rights Offering
                  pursuant to this Section 2(b), is multiplied by the number of
                  Underwriter Shares purchased upon exercise of the Underwriter
                  Options held by such Underwriter during such period, and the
                  resulting product is divided by the Exercise Price per Common
                  Share, as adjusted for such Rights Offering pursuant to this
                  Section 2(b). Such additional Underwriter Shares shall be
                  deemed to have been issued to the Underwriter immediately
                  following the end of the Rights Period and a certificate for
                  such additional Underwriter Shares shall be delivered to such
                  holder within ten (10) Business Days following the end of the
                  Rights Period.

         (c)      If and whenever at any time prior to the Time of Expiry the
                  Corporation shall fix a record date for the payment, issue or
                  distribution to all or substantially all of the holders of the
                  Common Shares of (i) a dividend, (ii) cash or assets
                  (including evidences of the Corporation's indebtedness), or
                  (iii) rights, options, warrants or


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                                      -8-


                  other securities (including securities convertible into or
                  exchangeable for Common Shares), and such payment, issue or
                  distribution does not constitute a Dividend Paid in Ordinary
                  Course, a Share Reorganization or a Rights Offering (any of
                  such non-excluded events being herein called a "SPECIAL
                  DISTRIBUTION" ), the Exercise Price shall be adjusted
                  effective immediately after such record date to a price
                  determined by multiplying the applicable Exercise Price in
                  effect on such record date by a fraction:

                  (i)      the numerator of which shall be:

                           A.       the product of the number of Common Shares
                                    outstanding on such record date and the
                                    Current Market Price per Common Share on
                                    such record date; less

                           B.       the fair market value, as determined in good
                                    faith by action of the directors (based on
                                    the advice of an independent valuator with
                                    recognized expertise in the valuation of the
                                    type of property that is the subject matter
                                    of the Special Distribution), whose
                                    determination shall be conclusive, to the
                                    holders of the Common Shares of such
                                    dividend, cash, assets, rights or securities
                                    so paid, issued or distributed less the fair
                                    market value, as determined in good faith by
                                    action of the directors (based on the advice
                                    of an independent valuator with recognized
                                    expertise in the valuation of the type of
                                    property that is the subject matter of the
                                    Special Distribution), whose determination
                                    shall be conclusive, of the consideration,
                                    if any, received therefor by the
                                    Corporation, and

                  (ii)     the denominator of which shall be the number of
                           Common Shares outstanding on such record date
                           multiplied by the Current Market Price per Common
                           Share on such record date.

                  Such adjustment shall be made successively whenever such a
                  record date is fixed. To the extent that such payment,
                  issuance or distribution is not so made, the Exercise Price
                  shall be readjusted effective immediately to the Exercise
                  Price which would then be in effect based upon such payment,
                  issuance or distribution actually made.

         (d)      If and whenever at any time prior to the Time of Expiry an
                  issuer bid or a tender or exchange offer (other than an odd
                  lot offer or a normal course issuer bid) made by the
                  Corporation or a subsidiary of the Corporation to all or
                  substantially all of the shareholders of the Corporation for
                  all or any portion of the Common Shares where the cash and the
                  value of any other consideration included in such payment per
                  Common Share exceeds the Current Market Price per Common Share
                  on the Trading Day immediately preceding the commencement of
                  the issuer bid or tender or exchange offer (any such issuer
                  bid or tender or exchange offer being called an "ISSUER BID"),
                  the Exercise Price shall be adjusted to a price determined by
                  multiplying the applicable Exercise Price in effect on the
                  date of the completion of such Issuer Bid by a fraction, the
                  numerator of which shall be the product of (i)


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                                      -9-


                  the number of Common Shares outstanding immediately prior to
                  the completion of the Issuer Bid (without giving effect to any
                  reduction in respect of any tendered or exchanged shares) and,
                  (ii) the Current Market Price per Common Share on the Trading
                  Day immediately preceding the commencement of the Issuer Bid,
                  and the denominator of which shall be the sum of (i) the fair
                  market value (determined in good faith by the board of
                  directors of the Corporation whose determination shall be
                  conclusive and described in a resolution of the board of
                  directors of the Corporation) of the aggregate consideration
                  paid by the Corporation or subsidiary to holders of Common
                  Shares upon the completion of such Issuer Bid, and (ii) the
                  product of (a) the difference between the number of Common
                  Shares outstanding immediately prior to the completion of the
                  Issuer Bid (without giving effect to any reduction in respect
                  of tendered or exchanged shares) and the number of Common
                  Shares actually purchased by the Corporation or subsidiary
                  pursuant to the Issuer Bid, and (a) the Current Market Price
                  Per Common Share on the Trading Day immediately preceding the
                  commencement of the Issuer Bid.

         (e)      If and whenever at any time prior to Time of Expiry there
                  shall be a reorganization, reclassification or other change of
                  Common Shares outstanding at such time or change of the Common
                  Shares into other shares or into other securities (other than
                  a Share Reorganization), or a consolidation or merger of the
                  Corporation with or into any other corporation or other entity
                  (other than a consolidation or merger which does not result in
                  any reclassification of the outstanding Common Shares or a
                  change of the Common Shares into other shares), or a sale,
                  conveyance or transfer of the undertaking or assets of the
                  Corporation as an entirety or substantially as an entirety to
                  another corporation or entity in which the holders of Common
                  Shares are entitled to receive shares, other securities or
                  property, including cash (any of such events being herein
                  called a "CAPITAL REORGANIZATION"), any Underwriter who
                  exercises his right to subscribe for and purchase Underwriter
                  Shares pursuant to the exercise of Underwriter Options after
                  the effective date of such Capital Reorganization shall be
                  entitled to receive, and shall accept for the same aggregate
                  consideration in lieu of the number of Underwriter Shares to
                  which such Underwriter was theretofore entitled upon such
                  exercise, the aggregate number of shares, other securities or
                  other property which such Underwriter would have received as a
                  result of such Capital Reorganization had he exercised his
                  right to acquire Underwriter Shares immediately prior to the
                  effective date or record date, as the case may be, of the
                  Capital Reorganization and had he been the registered holder
                  of such Underwriter Shares on such effective date or record
                  date, as the case may be, subject to adjustment thereafter in
                  accordance with provisions the same, as nearly as may be
                  possible, as those contained in Sections 2(b) and (c) hereof.
                  If determined appropriate by the directors of the Corporation,
                  acting in good faith, appropriate adjustments shall be made as
                  a result of any such Capital Reorganization in the application
                  of the provisions set forth in this Section 2, with respect to
                  the rights and interests thereafter of the holder of an
                  Underwriter Options to the end that the provisions set forth
                  in this Section 2 shall thereafter correspondingly be made
                  applicable as nearly as may be reasonably possible in relation
                  to any shares, other securities or other property thereafter
                  deliverable upon the exercise of the


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                                      -10-


                  Underwriter Options. Any such adjustment shall be made by and
                  set forth in an agreement supplemental hereto approved by
                  action of the directors, acting in good faith, and shall for
                  all purposes be conclusively deemed to be an appropriate
                  adjustment.

         (f)      If and whenever at any time prior to the Time of Expiry there
                  shall occur a Share Reorganization, a Rights Offering, a
                  Special Distribution or an Issuer Bid and any such event
                  results in an adjustment to the Exercise Price pursuant to the
                  provisions of this Section 2, the number of Underwriter Shares
                  purchasable upon the exercise of each Underwriter Option (at
                  the adjusted Exercise Price) shall be adjusted
                  contemporaneously with the adjustment of the Exercise Price by
                  multiplying the number of Underwriter Shares theretofore
                  purchasable on the exercise thereof by a fraction, the
                  numerator of which shall be the applicable Exercise Price in
                  effect immediately prior to such adjustment and the
                  denominator of which shall be the applicable Exercise Price
                  resulting from such adjustment.

         (g)      In case the Corporation after the date of issue of the
                  Underwriter Options shall take any action affecting the Common
                  Shares, other than action described in this Section 2, which
                  in the opinion of the directors, acting reasonably, would
                  materially adversely affect the rights of the Underwriter, the
                  Exercise Price or the number of Underwriter Shares purchasable
                  upon the exercise of the Underwriter Options shall be adjusted
                  in such manner, if any, and at such time, by action of the
                  directors, acting reasonably, as they may determine to be
                  equitable in the circumstances, but subject in all cases to
                  any necessary regulatory approvals.

3.       ADJUSTMENT RULES.

         For the purposes of Section 2, any adjustment shall be made
successively whenever an event referred to therein shall occur, subject to the
following provisions:

         (a)      all calculations shall be made to the nearest 1/100th of a
                  Underwriter Share;

         (b)      no adjustment to an Exercise Price shall be required unless
                  such adjustment would result in a change of at least one per
                  cent in the prevailing Exercise Price and no adjustment shall
                  be made in the number of Underwriter Shares which may be
                  subscribed for upon exercise of the Underwriter Options unless
                  it would require a change of at least 1/100th of a Underwriter
                  Share; provided, however, that any adjustments which, except
                  for the provisions of this Section 3(b) would otherwise have
                  been required to be made shall be carried forward and taken
                  into account in any subsequent adjustment;

         (c)      if any question shall arise with respect to adjustments
                  provided for in Section 2, such question shall, absent
                  manifest error, be conclusively determined by a firm of
                  chartered accountants appointed by the Corporation (who may be
                  the Corporation's auditors) and acceptable to the Underwriter,
                  acting reasonably; such chartered accountants shall have
                  access to all necessary records of the Corporation and such
                  determination shall be binding on the Corporation and the
                  Underwriter, absent manifest error. In the event that any such
                  determination is made, the


<PAGE>
                                      -11-



                  Corporation shall deliver a certificate to the Underwriter
                  describing and confirming such determination;

         (d)      if the Corporation shall set a record date to determine the
                  holders of its Common Shares for the purpose of entitling them
                  to receive any dividend or distribution or any subscription or
                  purchase rights, options or warrants and shall thereafter and
                  before the distribution to such shareholders of any such
                  dividend, distribution or subscription or purchase rights
                  legally abandon its plan to pay or deliver such dividend,
                  distribution or subscription or purchase rights, then no
                  adjustment in the Exercise Price or the number of Underwriter
                  Shares purchasable upon exercise of the Underwriter Options
                  shall be required by reason of the setting of such record
                  date; and

         (e)      as a condition precedent to the taking of any action which
                  would require any adjustment in any of the subscription rights
                  pursuant to any of the Underwriter Options, the Corporation
                  shall take any corporate action which may, in the opinion of
                  counsel, be necessary in order that the Corporation have
                  unissued and reserved in its authorized capital, and may
                  validly and legally issue as fully paid and non-assessable,
                  all of the Underwriter Shares that the Underwriter is entitled
                  to receive on full exercise thereof in accordance with the
                  provisions hereof.

         (f)      upon any adjustment of the number of Underwriter Shares and
                  upon any adjustment of the Exercise Price, then and in each
                  such case the Corporation shall give written notice thereof to
                  the Underwriter, which notice shall state the Exercise Price
                  and the number of Underwriter Shares or other securities
                  subject to the unexercised Underwriter Options resulting from
                  such adjustment, and shall set forth in reasonable detail the
                  method of calculation and the facts upon which such
                  calculation is based. Upon the request of the Underwriter,
                  there shall be transmitted promptly to the Underwriter a
                  statement of the firm of independent chartered accountants
                  retained to audit the financial statements of the Corporation
                  to the effect that such firm concurs in the Corporation's
                  calculation of the change.

         (g)      the Corporation will at all times keep available, and reserve
                  if necessary under applicable law, out of its authorized
                  Common Shares, solely for the purpose of issue upon the
                  exercise of the Underwriter Options, such number of
                  Underwriter Shares as shall then be issuable upon the exercise
                  of the Underwriter Options. The Corporation covenants and
                  agrees that all Underwriter Shares which shall be so issuable
                  will, upon payment of the Exercise Price and proper exercise
                  of the Underwriter Options, be duly authorized and issued as
                  fully paid and non-assessable. The Corporation will take all
                  such actions as may be necessary to ensure that all such
                  Underwriter Shares may be so issued without violation of any
                  applicable law or of any applicable requirements of any
                  exchange upon which the Underwriter Shares may be listed or in
                  respect of which the Underwriter Shares are qualified for
                  unlisted trading privileges.

<PAGE>
                                      -12-


         (h)      The issuance of certificates for Underwriter Shares upon the
                  exercise of Underwriter Options shall be made without charge
                  to the Underwriter for any issuance tax in respect thereto.

4.       RIGHTS ISSUED IN RESPECT OF THE UNDERWRITER SHARES ISSUED ON EXERCISE

Each Underwriter Share issued on the exercise of an Underwriter Option shall be
entitled to receive the appropriate number of purchase rights ("Rights"), if
any, that all Common Shares are entitled to receive, and the certificates
representing such Underwriter Shares shall bear such legends, if any, in each
case as may be provided by the terms of any shareholder rights agreement adopted
by the Corporation, as the same may be amended from time to time (a "Rights
Agreement") provided that such Rights Agreement requires that each Underwriter
Share issued on exercise of an Underwriter Options at any time prior to the
distribution of separate certificates representing the Rights be entitled to
receive such Rights, then, not withstanding anything else to the contrary in
this Certificate, there shall not be any adjustment made pursuant to Section 2
as a result of the issuance of Rights, the distribution of separate certificates
representing the Rights, the exercise or redemption of such Rights in accordance
with any such Rights Agreement, or the termination or invalidation of such
Rights.

5.       POSTPONEMENT OF SUBSCRIPTION

In any case where the application of Section 2 results in an increase in the
number of Underwriter Shares issuable upon the exercise of the Underwriter
Options taking effect immediately after the record date for a specific event, if
any Underwriter Option is exercised after that record date and prior to
completion of the event, the Corporation may postpone the issuance to the holder
of the Underwriter Options of the Underwriter Shares to which such Underwriter
is entitled by reason of such adjustment, but such Underwriter Shares shall be
so issued and delivered to the Underwriter upon completion of that event, with
the number of such Underwriter Shares calculated on the basis of the number of
Underwriter Shares on the date that the Underwriter Options were adjusted for
completion of that event and the Corporation shall deliver to the person or
persons in whose name or names the Underwriter Shares are to be issued an
appropriate instrument evidencing the right of such person or persons to receive
such Underwriter Shares and the right to receive any dividends or other
distributions which, but for the provisions of this Section 5, such person or
persons would have been entitled to receive in respect of such Underwriter
Shares from and after the date that the Underwriter Options were exercised in
respect thereof.

6.       EXPIRATION OF UNDERWRITER OPTIONS

After the Time of Expiry, all rights under any Underwriter Options in respect of
which the right of subscription and purchase herein and therein provided for
shall not theretofore have been exercised shall wholly cease and terminate, and
such Underwriter Options shall be void and of no effect.


<PAGE>
                                      -13-


7.       NOTICE OF ADJUSTMENT OF EXERCISE RIGHTS

         (a)      At least 10 days prior to the effective date or record date,
                  as the case may be, of any event that requires or that may
                  require an adjustment in any of the exercise rights pursuant
                  to any of the Underwriter Options, including the number of
                  Underwriter Shares that may be acquired upon the exercise
                  thereof, the Corporation shall file with the Underwriter a
                  certificate of the Corporation specifying the particulars of
                  such event (including the record date or the effective date
                  for such event) and, if determinable, the required adjustment
                  and the computation of such adjustment;

         (b)      In case any adjustment for which a notice in Section 18 has
                  been given is not then determinable, the Corporation shall
                  promptly after such adjustment is determinable, file a
                  certificate of the Corporation with the Underwriter showing
                  how such adjustment was computed; and

         (c)      The Underwriter may act and rely for all purposes upon any
                  certificates and any other filed by the Corporation pursuant
                  to this Section 7.

8.       NO ACTION AFTER NOTICE

The Corporation shall not take any other corporate action that might deprive the
Underwriter of the opportunity to exercise its Underwriter Options during the 10
day period after the giving of the notice set forth in Section 7.

9.       PROCEEDINGS PRIOR TO ANY ACTION REQUIRING ADJUSTMENT

         As a condition precedent to the taking of any action which would
require an adjustment in any of the acquisition rights pursuant to any of the
Underwriter Options, including the number of Underwriter Shares which are to be
received upon the exercise thereof, the Corporation shall take any corporate
action which may, in the opinion of its counsel, be necessary in order that the
Corporation or a successor corporation has unissued and reserved in its
authorized capital and may validly and legally issue as fully paid and
non-assessable all the securities which the holders of such Underwriter Options
are entitled to receive on the full exercise thereof in accordance with the
provisions hereof.

10.      GENERAL COVENANTS

The Corporation covenants with the Underwriter that so long as any Underwriter
Options remain outstanding:

         (a)      It will at all times maintain its corporate existence and
                  carry on and conduct its business in a proper and
                  business-like manner;

         (b)      It will reserve a sufficient number of Underwriter Shares to
                  satisfy the rights of acquisition provided for herein.


<PAGE>
                                      -14-


         (c)      It will cause the Underwriter Shares from time to time
                  subscribed and paid for pursuant to the exercise of the
                  Underwriter Options in the manner herein provided and the
                  certificates representing such Underwriter Shares to be duly
                  issued and delivered in accordance with the Underwriter
                  Options and the terms hereof.

         (d)      All Underwriter Shares that shall be issued upon exercise of
                  the right to purchase provided for herein, upon payment of the
                  Exercise Price, shall be issued as fully paid and
                  non-assessable.

         (e)      It will use its commercially reasonable efforts to maintain
                  the listing of the Common Shares on the TSX.

         (f)      It will use its commercially reasonable efforts to maintain
                  its status as a reporting issuer or equivalent not in default,
                  and not be in default in any material respect of the
                  applicable requirements of, the applicable securities laws of
                  each of the provinces of Canada and the federal securities
                  laws of the United States.

         (g)      If at any time no Registration Statement is effective, the
                  Corporation will give notice to the Underwriter forthwith and
                  will give notice, in accordance with the provisions set out in
                  Section 18, as soon as reasonably practicable, but in any
                  event within 5 Business Days, after learning that no
                  Registration Statement is effective.

         (h)      It will use its commercially reasonable efforts to maintain
                  the Registration Statement continuously effective under the
                  1933 Act.

         (i)      If, in the opinion of outside counsel, any instrument is
                  required to be filed with, or any permission, order or ruling
                  is required to be obtained from any securities administrator,
                  regulatory agency or governmental authority in Canada or the
                  United States or any other step is required under any federal
                  or provincial law of Canada or any federal or state law of the
                  United States before the Underwriter Shares may be issued or
                  delivered to an Underwriter, the Corporation will use its
                  reasonable efforts to file such instrument, obtain such
                  permission, order or ruling or take all such other actions, at
                  its expense, as are required.

         (j)      It will perform all its covenants and carry out all of the
                  acts or things to be done by it as provided in this
                  Certificate.

         The Corporation and the Underwriter acknowledge and agree that: (i)
none of the foregoing covenants shall be interpreted or applied so as to
prohibit or restrict or otherwise limit the Corporation's ability, right and
authority to implement one or more of the actions contemplated by Section 2; and
(ii) the foregoing covenants shall be interpreted and applied following each
such action with reference to any successor to the Corporation and with
reference to any securities into which the Underwriter Options and/or the
Underwriter Shares may be changed or for which they may be exercisable as a
result of such action or actions.


<PAGE>
                                      -15-


11.      REPLACEMENT

         Upon receipt of evidence satisfactory to the Corporation of the loss,
theft, destruction or mutilation of this Certificate and, if requested by the
Corporation, upon delivery of a bond of indemnity satisfactory to the
Corporation (or, in the case of mutilation, upon surrender of this Agreement),
the Corporation will issue to the Underwriter a replacement certificate
(containing the same terms and conditions as this Certificate).

12.      NO FURTHER RIGHTS

         Upon the exercise of the Underwriter Options in accordance with the
terms herein, the Underwriter Options so exercised will be void and of no value
or effect and the Underwriter shall have no further rights under this
Certificate, other than the right to receive the Underwriter Shares duly
exercised in accordance with the terms herein. The Underwriter will not have any
rights under this Certificate after the Time of Expiry and this Certificate
shall be deemed surrendered, shall be void and of no value or effect and the
Underwriter shall have no further rights under this Certificate and this
Certificate shall be cancelled by the Corporation.

13.      TRANSFEREE ENTITLED TO REGISTRATION

The Underwriter Options may be transferred, in whole or in part, at any time or
from time to time prior to the Time of Expiry, to any one or more affiliates of
the Underwriter. The transferee of Underwriter Options shall, after the transfer
form printed on an option certificate and any other form of transfer acceptable
to the Corporation and the Underwriter is duly completed and the Underwriter
Options are lodged with the transferee (or at such additional place or places as
may be designated by the Corporation from time to time with the approval of the
Underwriter) and upon compliance with all other conditions in that regard
required by this Certificate or by law, be entitled to have his name entered on
the register of holders as the owner of such Underwriter Options free from all
equities or rights of set-off or counterclaim between the Corporation and the
transferor or any previous holder of such Underwriter Option, save in respect of
equities of which the Corporation or the transferee is required to take notice
by statute or by order of a court of competent jurisdiction.

14.      EXCHANGE OF UNDERWRITER OPTIONS

         (a)      This Certificate may be exchanged for another certificate(s)
                  in any other authorized denomination representing in the
                  aggregate the same number of Underwriter Options. The
                  Corporation shall sign and certify, all certificates necessary
                  to carry out the exchanges contemplated herein.

         (b)      Any certificate contemplated in Section 14(a) may be exchanged
                  at the Corporation's principal office in the City of
                  Vancouver, British Columbia or at any other place that is
                  designated by the Corporation with the approval of the
                  Underwriter. Once tendered for exchange, these certificates
                  shall be surrendered to the Corporation and cancelled.


<PAGE>
                                      -16-


         (c)      No charge will be levied by the Corporation upon a presenter
                  of this Certificate for the transfer of any Underwriter
                  Options or for the exchange of any option certificate but
                  reimbursement to the Corporation for any and all taxes or
                  governmental or other charges required to be paid shall be
                  made by the person requesting such exchange as a condition
                  precedent to such exchange.

15.      OWNERSHIP OF UNDERWRITER OPTIONS

The Corporation shall deem and treat the registered holder of this Certificate
as the absolute owner of the Underwriter Options represented thereby for all
purposes, and the Corporation shall not be affected by any notice or knowledge
to the contrary except where such person is required to take notice by statute
or by order of a court of competent jurisdiction.

16.      NO RIGHTS AS SHAREHOLDER

         The holding of the Underwriter Options evidenced by this Certificate
shall not constitute the Underwriter as a shareholder of the Corporation or
entitle the Underwriter to any right or interest in respect thereof until such
time as the Underwriter Options are duly exercised in accordance with the terms
herein and the Underwriter Shares are issued.

17.      UNDERWRITERS OPTIONS TO RANK PARI PASSU

All Underwriters Options shall rank pari passu, whatever may be the actual date
of issue of the certificates evidencing the same.

18.      NOTICE

         (a)      Unless herein otherwise expressly provided, any notice,
                  document or thing required or permitted to be given or
                  delivered hereunder shall be deemed to be properly given or
                  delivered if:

                  (i)      delivered in person to the address set out below and
                           acknowledged by written receipt signed by the person
                           receiving such notice;

                  (ii)     telecopied and confirmed by prepaid registered letter
                           addressed to the party receiving such notice at its
                           respective addresses set out below; or

                  (iii)    sent by prepaid registered letter (provided that any
                           notice to be so given is not unlikely to reach its
                           destination as a result of any actual or threatened
                           interruption of mail services) or courier delivery
                           addressed to the party receiving such notice at its
                           respective address set out below:

the Corporation:           Gryphon Gold Corporation
                           Suite 810, Box 36
                           1130 West Pender Street
                           Vancouver, B.C. V6E 4A4

                           Attention: Chief Financial Officer
                           Fax: (604) 608-3262


<PAGE>
                                      -17-


with a copy to:            Gryphon Gold Corporation
                           390 Union Boulevard, Suite 360
                           Lakewood, Colorado
                           80228

                           Attention:  Chief Financial Officer

the Underwriter:           o

                           Attention:       o
                           Fax:             o

         (b)      Any notice or delivery given in accordance with this Section
                  18 shall be deemed to have been given and received:

                  (i)      if delivered in person in accordance with Section
                           18(a)(i), on the day of delivery in person (provided
                           that such day is a Business Day at the place of
                           receipt and delivery occurs prior to 4:00 p.m. (local
                           time of the recipient) and, if it is not, on the next
                           following Business Day);

                  (ii)     if telecopied in accordance with Section 18(a)(ii)
                           during the business hours of the recipient, on the
                           date of receipt of the telecopy (provided that such
                           day is a Business Day at the place of receipt and, if
                           it is not, on the next following Business Day) and if
                           telecopied other than during business hours, on the
                           next following Business Day; and

                  (iii)    if sent by prepaid registered letter or courier
                           delivery in accordance with Section 18(a)(iii), on
                           the date the letter is actually received by the
                           addressee.

         (c)      For greater certainty, a letter delivered by courier where
                  such courier obtains a written acknowledgment of receipt from
                  the party receiving the letter shall be considered a delivery
                  in person in accordance with Section 18(a)(i) rather than the
                  sending of a letter in accordance with Section 18(a)(iii).

         (d)      The Company or the Underwriter as the case may be, may from
                  time to time by notice in writing delivered in accordance with
                  Section 19 change its address for purposes hereof.

19.      SUCCESSORS AND ASSIGNS.

         This Certificate shall enure to the benefit of and be binding upon the
Corporation, its successors and assigns, the Underwriter and, subject as
hereinbefore provided, its permitted successors and assigns.


<PAGE>
                                      -18-


20.      BUSINESS DAY

In the event that any day on or before which any action is required or permitted
to be taken hereabove is not a Business Day, then such action shall be required
or permitted to be taken on or before the requisite time on the next succeeding
day that is a Business Day.

21.      TIME OF THE ESSENCE

Time shall be of the essence in all respects in this Certificate and the
Underwriter Options.

22.      APPLICABLE LAW.

This Certificate (and any amendments hereto and instruments supplemental
hereto), and the Underwriter Options shall be governed by and construed and
enforced in accordance with the laws of the Province of Ontario, subject to the
Nevada General Business Corporation Law of the State of Nevada. The parties
irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of
the Province of Ontario with respect to any matter arising under or related to
this Certificate.


         IN WITNESS WHEREOF the Corporation has caused this Certificate to be
signed by a duly authorized officer.

         DATED as of o


                                             GRYPHON GOLD CORP.


                                             Per:
                                                 -------------------------------
                                                    Authorized Signing Officer


<PAGE>
                                      -19-


                                  SCHEDULE "A"
                              ELECTION TO EXERCISE

The undersigned hereby irrevocably elects to exercise the number of Underwriter
Options of Gryphon Gold Corp. set out below for the number of Underwriter Shares
as set forth below:

         (a)      Number of Underwriter Options to be Exercised
                                                                        ________

         (b)      Number of Underwriter Shares to be Acquired
                                                                        ________

         (c)      Exercise Price (per Underwriter Option)
                                                                        ________

         (d)      Aggregate Purchase Price [(a) MULTIPLIED BY (c)]
                                                                        ________

and hereby tenders a certified cheque, bank draft or cash for such aggregate
purchase price, and hereby directs that certificate(s) evidencing such
Underwriter Shares to be registered as indicated below.

Please check the applicable box:

         [ ]      (i)      the undersigned is not a U.S. person and these
                           Underwriter Options are not being exercised within
                           the United States or on behalf of a U.S. person; or

         [ ]      (ii)     the undersigned has delivered herewith to the
                           Corporation a written opinion of counsel acceptable
                           to the Corporation and its United States counsel, to
                           the effect that the exercise of this Underwriter
                           Options, including the registration of the
                           Underwriter Shares as directed below, is in
                           compliance with United States federal securities laws
                           and any applicable securities laws of any state of
                           the United States.

DATED this ___________ day of  ______________________.

                                    [APPLICABLE UNDERWRITER]

                                    Per:
                                             -----------------------------------
                                             Name:
                                             Title:

DIRECTION AS TO REGISTRATION
Name of Registered Holder:

                                    -----------------------------------

Address of Registered Holder:

                                    -----------------------------------


                                    -----------------------------------


<PAGE>
                                      -20-


                                  SCHEDULE "B"
                   UNDERWRITER OPTIONS EXERCISE CERTIFICATION
                (TO BE COMPLETED ONLY IF A REGISTRATION STATEMENT
                                IS NOT EFFECTIVE)

TO:      GRYPHON GOLD CORPORATION

The undersigned holder of the within Certificate, pursuant to the Underwriting
Agreement mentioned therein, hereby exercises certain Underwriter Options (the
"Exercised Options") evidenced thereby and hereby subscribes for a number of
Underwriter Shares of GRYPHON GOLD CORPORATION equal to such number of
Underwriter Shares or number or amount of other securities or property, or
combination thereof, to which such exercise entitles him under the provisions of
the Underwriter Option Certificate at an aggregate price equal to the product of
the Exercise Price and the number of Exercised Options, and in payment therefor,
delivers herewith a bank draft, certified cheque or money order payable to
GRYPHON GOLD CORPORATION. Capitalized terms not defined herein shall have the
definitions set forth in the Underwriting Agreement and the Warrant Indenture.

The undersigned represents that it (A) has had access to such current public
information concerning GRYPHON GOLD CORPORATION as it considered necessary in
connection with its investment decision and (B) understands that the securities
issuable upon exercise hereof have not been registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act").

The undersigned represents and warrants that it: [CHECK ONE ONLY]

[ ]      A.       is not a U.S. Purchaser and it (1) is not in the United
                  States; (2) is not a U.S. Person and is not exercising the
                  Underwriter Options for, or on behalf or benefit of, a U.S.
                  Person or person in the United States; (3) did not execute or
                  deliver the Exercise Form in the United States; (4) agrees not
                  to engage in hedging transactions with regard to the
                  Securities prior to the expiration of the one-year
                  distribution compliance period set forth in Rule 903(b)(3) of
                  Regulation S; (5) acknowledges that the Underwriter Shares
                  issuable upon exercise of the Underwriter Options are
                  "restricted securities" as defined in Rule 144 of the 1933 Act
                  and upon the issuance thereof, and until such time as the same
                  is no longer required under the applicable requirements of the
                  1933 Act or applicable U.S. state laws and regulations, the
                  certificates representing the Underwriter Shares will bear a
                  restrictive legend; and (6) acknowledges that the Corporation
                  shall refuse to register any transfer of the Underwriter
                  Shares not made in accordance with the provisions of
                  Regulation S, pursuant to registration under the 1933 Act, or
                  pursuant to an available exemption from registration under the
                  1933 Act; and (B) it holder has not engaged in any "directed
                  selling efforts" (as defined in Regulation S) in the United
                  States.

[ ]      B.       the undersigned is delivering a written opinion of U.S.
                  Counsel or a written confirmation from the Corporation to the
                  effect that the Underwriter Options and


<PAGE>
                                      -21-


                  the Underwriter Shares to be delivered upon exercise hereof
                  have been registered under the United States Securities Act of
                  1933, as amended (the "U.S. Securities Act") or are exempt
                  from registration thereunder.

[ ]      C.       the undersigned elects to exercise its the "cashless" exercise
                  right in accordance with the terms hereof and Section
                  1(b)(iii) of the Underwriter Option Certificate with respect
                  to ________ Exercised Options. The undersigned will receive
                  that number of Underwriter Shares equal to the product of (x)
                  the number of Exercised Options as to which is being exercised
                  multiplied by (y) a fraction, the numerator of which is the
                  Current Market Price per Common Share (as defined in the
                  Warrant Indenture) less the Exercise Price and the denominator
                  of which is such Current Market Price per Common Share.

Unless Box C above is checked, the undersigned holder understands that the
certificate representing the Underwriter Shares issued upon exercise of this
Underwriter Option will bear a legend restricting the transfer without
registration under the U.S. Securities Act and applicable state securities laws
substantially the form set forth in Section 1(d) of the Underwriter Option
Certificate.


Name:
         -----------------------------------------------------------------------
         Please print or type name and address (including postal code)

Address:


Number of Warrants being Exercised:

                                    --------------------------------------------

                                    --------------------------------------------

DATED this _______________ day of ________, _______.

Signature guaranteed by:


                                  ----------------------------------------------
                                     Name of registered holder (please print) --


                                  ----------------------------------------------
                                  Signature of or on behalf of registered holder


                                  ----------------------------------------------
                                  Office, Title or other Authorization (if
                                  holder not an individual)