Prepared and filed by St Ives Financial



Exhibit 10.1

NEITHER
    THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
    HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
    COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
    THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
    AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE SOLD, TRANSFERRED OR ASSIGNED
    EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
    ACT, OR (II) PURSUANT TO AN AVAILABLE EXEMPTION
    FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
    THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS
    AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,
    THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. OR
    (III) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE
    FOREGOING, THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
    SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
    OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

To Purchase 3,000,000 Shares of Common Stock of

Neutron Enterprises, Inc.

     THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Creata Promotions (USA), Inc. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 1, 2005 (the “Initial Exercise Date”) and on or prior to the close of business on December [_31_____], 2008 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neutron Enterprises, Inc., a corporation incorporated in the State of Nevada (the “Company”), up to 3,000,000 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of
the Company (the “Common Stock”).  The purchase price of one share of Common Stock of the Company (the “Exercise Price”) under this Warrant shall be $1.00, subject to adjustment hereunder.  All references to dollars and “$” refer to the lawful currency of the United States.  

1





 
Back to Contents

          This Warrant may be exercised subject to the following vesting terms:

	 250,000 
	 Upon payment of 50% of the purchase price under the purchase order of even date herewith;

	250,000 
	Upon
    aggregate payments of $1 million from clients referred to the Company;

	500,000
	Upon
    aggregate payments of $6 million from clients referred to the Company;

	500,000
	Upon
    aggregate payments of $16 million from clients referred to the Company;

	500,000
	Upon
    aggregate payments of $26 million from clients referred to the Company;

	500,000
	Upon
    aggregate payments of $38.5 million from clients referred to the Company;

	500,000
	Upon
    aggregate payments of $50.1 million from clients referred to the Company.



     For purposes of this Warrant (i) “clients referred to the Company” shall mean McDonald’s Corporation, Kellogg Company, Nestlé S.A., including their respective subsidiaries and affiliates, and any other companies the Holder and the Company mutually agree in writing upon, (ii) “payments” from clients referred to the Company shall mean the total amount of all payments (other than in respect of shipping, handling and taxes) received by the Company from any client identified as a “client referred to the Company”, regardless of the services rendered by the Company for such payment, and (iii) for purposes of determining the number of Warrant Shares that may be purchased by
Holder, the aggregate total amount of payments from clients referred to the Company shall continue to be computed through and until June 30, 2008.

          The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.

2







Back to Contents

		
     1.     Title to Warrant.  Prior to the Termination Date and subject to compliance with applicable laws and Section 7 of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed.  The transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company.


		 
		
     2.     Authorization of Shares.  The Company covenants that all Warrant Shares that may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).


		 
		
     3.     Exercise of Warrant.  


		 	 
		 	
          (a)     Subject to the provisions hereof, the Holder may exercise this Warrant in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank or by means of a cashless exercise
pursuant to Section 3(c), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased.  Certificates for shares purchased hereunder shall be delivered to the Holder within three (3) business days after the date on which this Warrant shall have been exercised as aforesaid.  This Warrant shall be deemed to have been exercised for that number of Warrant Shares then being purchased on the date the Exercise Price is received by the Company.  The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares being purchased for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price
and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid.   As used herein, “business day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.


		 	 
		 	
          (b)     If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates representing the number of Warrant Shares then being purchased, deliver to Holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised, which new Warrant shall in all other respects be identical with this Warrant. 


		 	 
		 	
          (c)     If at any time after one year from the date of issuance of this Warrant there is no effective registration statement registering the resale of the Warrant Shares by the Holder, this Warrant may also be exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B)(X)] by (A), where:


3





 
Back to Contents


			 	(A)
	 = the closing price on the trading day immediately
    preceding the date of such election;
			 	
	 
			 	(B)
	 = the Exercise Price of this Warrant, as adjusted;
    and 
			 	
	 
			
 	
  (X)
	
=  the number of Warrant Shares issuable upon exercise
of this Warrant in accordance with the terms of this Warrant by means of a cash
exercise rather than a cashless exercise.
	 	 	 	
	 


		
     4.     No Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.


		 
		
     5.     Charges, Taxes and Expenses.  Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company
may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.


		 
		
     6.     Closing of Books.  The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.


		 
		
     7.     Transfer, Division and Combination.  


		 	 
		 	
          (a)     Subject to compliance with any applicable securities laws and the conditions set forth in Sections 1 and 7(e) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.  Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the
denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.  A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.  


		 	 
		 	
          (b)     This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney.  Subject to compliance with Section 7(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.


4





 
Back to Contents

		 	
          (c)     The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7.


		 	 
		 	
          (d)     The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.


		 	 
		 	
          (e)     If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be
made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.


		 
		
     8.     No Rights as Shareholder until Exercise.  This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.  Upon the surrender of this Warrant and the payment of the aggregate Exercise Price (or by means of a cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.
		 
		     Notwithstanding
      anything herein to the contrary, the Holder shall have the right to examine
      the Company’s books of accounts and records related to the payments
      received, or to be received, by the Company from clients referred to the
      Company and to discuss the Company’s affairs and accounts with its
    officers at such reasonable times as may be requested by the Holder.


		 
		
     9.     Loss, Theft, Destruction or Mutilation of Warrant.  The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.


5





 
Back to Content

		
     10.     Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.


		 
		
     11.     Adjustments of Exercise Price and Number of Warrant Shares.
		 
		     The number and
      kind of securities purchasable upon the exercise of this Warrant and the
      Exercise Price shall be subject to adjustment from time to time upon the
      happening of any of the following. In case the Company shall (i) pay a
      dividend in shares of Common Stock or make a distribution in shares of
      Common Stock to holders of its outstanding Common Stock, (ii) subdivide
      its outstanding shares of Common Stock into a greater number of shares,
      (iii) combine its outstanding shares of Common Stock into a smaller number
      of shares of Common Stock, or (iv) issue any shares of its capital stock
      in a reclassification of the Common Stock, then the number of Warrant Shares
      purchasable upon exercise of this Warrant immediately prior thereto shall
      be adjusted so that the Holder shall be entitled to receive the kind and
      number of Warrant Shares or other securities of the Company which it would
      have owned or have been entitled to receive had such Warrant been exercised
      in advance thereof. Upon each such adjustment of the kind and number of
      Warrant Shares or other securities of the Company which are purchasable
      hereunder, the Holder shall thereafter be entitled to purchase the number
      of Warrant Shares or other securities resulting from such adjustment at
      an Exercise Price per Warrant Share or other security obtained by multiplying
      the Exercise Price in effect immediately prior to such adjustment by the
      number of Warrant Shares purchasable pursuant hereto immediately prior
      to such adjustment and dividing by the number of Warrant Shares or other
      securities of the Company resulting from such adjustment. An adjustment
      made pursuant to this paragraph shall become effective immediately after
      the effective date of such event retroactive to the record date, if any,
    for such event.
		 


		
     12.     Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets.  In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or
other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of the consummation of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event.  In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 12.  For purposes of this Section 12,
“common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock.  The foregoing provisions of this Section 12 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets. 


6





 
Back to Contents

		
     13.     Voluntary Adjustment by the Company.  The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


		 
		
     14.     Notice of Adjustment.  Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as herein provided, the Company shall give notice thereof to the Holder, which notice shall state the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made.


		 
		
     15.     Notice of Corporate Action.  If at any time:


		 	 
		 	
          (a)     the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend or other distribution, or any right to
subscribe for or purchase any evidences of its indebtedness, any shares of stock
of any class or any other securities or property, or to receive any other right; or


		 	 
		 	
          (b)     there
shall be any capital reorganization of the Company, any reclassification or recapitalization
of the capital stock of the Company or any consolidation or merger of the Company
with, or any sale, transfer or other disposition of all or substantially all
the property, assets or business of the Company to, another corporation; or


		 	 
		 	
          (c)     there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;
		 	 
		then, in any one or more of such cases, the
      Company shall give to Holder (i) at least 30 days’ prior written
      notice of the date on which a record date shall be selected for such dividend,
      distribution or right or for determining rights to vote in respect of any
      such reorganization, reclassification, merger, consolidation, sale, transfer,
      disposition, liquidation or winding up, and (ii) in the case of any such
      reorganization, reclassification, merger, consolidation, sale, transfer,
      disposition, dissolution, liquidation or winding up, at least 30 days’ prior
      written notice of the date when the same shall take place. Such notice
      in accordance with the foregoing clause also shall specify (i) the date
      on which any such record is to be taken for the purpose of such dividend,
      distribution or right, the date on which the holders of Common Stock shall
      be entitled to any such dividend, distribution or right, and the amount
      and character thereof, and (ii) the date on which any such reorganization,
      reclassification, merger, consolidation, sale, transfer, disposition, dissolution,
      liquidation or winding up is to take place and the time, if any such time
      is to be fixed, as of which the holders of Common Stock shall be entitled
      to exchange their Common Stock for securities or other property deliverable
      upon such disposition, dissolution, liquidation or winding up. Each such
      written notice shall be sufficiently given if addressed to Holder at the
      last address of Holder appearing on the books of the Company and delivered
      in
accordance with Section 17(d).


7





 
Back to Contents

		
     16.     Authorized Shares.  The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant.  The Company will take all such reasonable action as may be necessary to assure that such Warrant
Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements ofany national securities exchange or automated quotation system upon which the Common Stock may be listed or quoted. 
		 
		          Except
      and to the extent as waived or consented to by the Holder, the Company
      shall not by any action, including, without limitation, amending its certificate
      of incorporation or through any reorganization, transfer of assets, consolidation,
      merger, dissolution, issue or sale of securities or any other voluntary
      action, avoid or seek to avoid the observance or performance of any of
      the terms of this Warrant, but will at all times in good faith assist in
      the carrying out of all such terms and in the taking of all such actions
      as may be necessary or appropriate to protect the rights of Holder as set
      forth in this Warrant against impairment. Without limiting the generality
      of the foregoing, the Company will (a) not increase the par value of any
      Warrant Shares above the amount payable therefor upon such exercise immediately
      prior to such increase in par value, (b) take all such action as may be
      necessary or appropriate in order that the Company may validly and legally
      issue fully paid and nonassessable Warrant Shares upon the exercise of
      this Warrant, and (c) use commercially reasonable efforts to obtain all
      such authorizations, exemptions or consents from any public regulatory
      body having jurisdiction thereof as may be necessary to enable the Company
    to perform its obligations under this Warrant.
		 
		          Before
      taking any action that would result in an adjustment in the number of Warrant
      Shares for which this Warrant is exercisable or in the Exercise Price,
      the Company shall obtain all such authorizations or exemptions thereof,
      or consents thereto, as may be necessary from any public regulatory body
    or bodies having jurisdiction thereof.


8





 
Back to Contents

		
     17.     Limitations on Resale.  The Holder of this Warrant, and their assignees (collectively, the “Sellers”) shall limit their resales of Common Stock issued upon exercise of this Warrant such that, in the aggregate, shall not exceed, in any calendar month, more than 20% of the reported trading volume in the Company’s Common Stock on the principal trading market for the preceding calendar month.  The Company shall be authorized to take such action as is required to implement this provision, including, without limitation, providing appropriate “stop transfer” instructions to its transfer agent and implementing restrictive legends on the certificates representing such
shares calling attention to the restrictions in this agreement.


		 
		
     18.     Compliance with the Securities Laws. Such Holderagrees to comply with the requirements of Regulation M, if applicable, with respect to the sale of the Warrant Shares by the Holder. Such Holder hereby confirms its understanding that it may not cover short sales with Warrant Shares to be issued hereunder. The Holder acknowledges that it does not intend to cover short positions made by it with Warrant Shares 


		 
		
     19.     Miscellaneous.


		 	 
		 	
          (a)     Jurisdiction.  This Warrant shall constitute a contract under the laws of Nevada, without regard to its conflict of law, principles or rules.


		 	 
		 	
          (b)     Restrictions.  The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.


		 	 
		 	
          (c)     Nonwaiver and Expenses.  No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date.  If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder
in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


		 	 
		 	
          (d)     Notices.  Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by facsimile, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air
courier, then such notice shall be deemed given one business day after delivery to such courier.  All notices shall be addressed as follows or at such other address as the Holder or the Company may designate by ten days’ advance written notice to the other:  


9





 
Back to Contents

	 	 	If to the Holder:
	 	 	 	 
	 	 	 	Creata Promotions (USA), Inc.


	 	 	 	Suite 2000, One Tower Lane


	 	 	 	Oakbrook Terrace, IL, 60181


	 	 	 	USA]


	 	 	 	+ 1 630 861 2100


	 	 	 	ATTENTION MICHAEL LILLIOJA


	 	 	 
	 	 	If to the Company:
	 	 	 	 
	 	 	 	Neutron Enterprises, Inc.


	 	 	 	1 Westmount Square, Suite 1660


	 	 	 	Westmount, Quebec H3Z 2P9, Canada


	 	 	 	Fax: (514) 935-9746


			 
			
          (e)     Limitation of Liability.  No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.


			 
			
          (f)     Remedies.  Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant.  The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.


			 
			
          (g)     Successors and Assigns.  Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder.  The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares.


			 
			
          (h)     Amendment.  This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


			 
			
          (i)     Severability.  Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.


			 
			
          (j)     Headings.  The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.


********************

10







Back to Contents

     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.

Dated:  August [______], 2005

	 	 NEUTRON ENTERPRISES, INC.
	 	 	 
	 	By: 	________________________________
	 	 	 Name:
	 	 	Title:
	 	 	 




     11







Back to Contents

NOTICE OF EXERCISE

To:      Neutron Enterprises, Inc.

			
          (1)     The undersigned hereby elects to purchase ________ Warrant Shares of Neutron Enterprises, Inc. pursuant to the terms of the attached Warrant and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


			 
			
          (2)     Payment shall take the form of (check applicable box):


	 	 	 
	 	 	 in
    lawful money of the United States; or

	 	 	 
	 	 	         _____      the
      cancellation of such number of Warrant Shares as is necessary, in accordance
      with the formula set forth in Section 3(c), to exercise this Warrant with
      respect to the maximum number of Warrant Shares purchasable pursuant to
    the cashless exercise procedure set forth in Section 3(c).
	 	 	 
	 	 	          (3)     Please
      issue a certificate or certificates representing said Warrant Shares in
    the name of the undersigned or in such other name as is specified below:
	 	 	 
	 	 	

    ______________________________
    
	 	 	 
	and, if the number of Warrant Shares
      shall not be all the Warrant Shares purchasable upon exercise of the Warrant,
      that a new Warrant for the balance of the Warrant Shares purchasable upon
      exercise of this Warrant be registered in the name of, and delivered to,
    Holder.
	 	 	 
	The Warrant Shares shall be delivered
    to the following:
	 	 	 
	 	 	______________________________
	 	 	 
	 	 	______________________________
	 	 	 
	 	 	______________________________
	 	 	 


     (4)      Accredited Investor.  The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

		[PURCHASER]
			 
		By:	 
			___________________________________________
    
			 Name:
			Title:
			 
			 
		Dated:	 
			___________________________________________
    


 







Back to Contents

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute
this form and supply required information. 
Do not use this form to exercise the warrant.)

          FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

Social Security or Taxpayer Identification Number: ______________________.

Dated:  ______________, _______


Holder's Signature: _____________________________

Holder's Address: ______________________________




______________________________



Signature Guaranteed:  ___________________________________________

NOTE:  The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company.  Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.