GENESIS BIOVENTURES INC.

                            (formerly BioLabs, Inc.)

            1A - 3033 King George Highway, Surrey, B.C. Can. V4P 1B8

                               WARRANT CERTIFICATE


THIS  WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN
AND  WILL  NOT  BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED  (THE  "1933  ACT"),  OR  THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.  THIS  WARRANT  MAY  NOT  BE  TRANSFERRED  TO OR EXERCISED IN THE UNITED
STATES  OR  BY  OR  ON  BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON
UNLESS THE WARRANT AND THE COMMON SHARES HAVE BEEN REGISTERED UNDER THE 1933 ACT
AND  THE  APPLICABLE  SECURITIES  LEGISLATION OF ANY SUCH APPLICABLE STATE OR AN
EXEMPTION  FROM  SUCH  REGISTRATION  REQUIREMENTS  IS  AVAILABLE.


               EXERCISABLE ANY TIME BEFORE 5:00 P.M. (NEW YORK TIME) ON THE 15th
               DAY  OF SEPTEMBER, 2007 AFTER WHICH TIME THIS WARRANT CERTIFICATE
               WILL  BE  NULL  AND  VOID  AND  OF  NO  VALUE

                         Warrant Certificate No.
                                                 ------

               375,000 (three hundred seventy five thousand) Warrants, entitling
               the  holder  to  acquire, subject to adjustment, one common share
               for  each  Warrant  represented  hereby  of

                            GENESIS BIOVENTURES INC.

             (Incorporated under the laws of the State of New York)
                         Common Share Purchase Warrants

                  THIS IS TO CERTIFY that for value received:


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

<PAGE>

the  registered  holder  hereof  (herein  called  the  "holder")  is entitled to
purchase  at  any  time prior to 5:00 p.m. (New York time) on September 15, 2007
(the  "Time  of  Expiry"),  the  number  specified  above  of  fully  paid  and
non-assessable  common  shares (herein called "Common Shares") in the capital of
Genesis  Bioventures  Inc.  (herein  called the "Company") as constituted on the
15th day of  September, 2004, at a price of US $0.30 (thirty cents USD) for each
Common  Share,  subject to adjustment hereof in the events and in the manner set
forth  below.  This  right  may be exercised by surrendering to the Company this
Warrant  Certificate,  with  a  subscription  in  the form set forth herein duly
completed  and  executed, cash, a certified cheque, bank draft, wire transfer or
money  order  in lawful money of the United States payable to or to the order of
the Company at par where this Warrant Certificate is so surrendered in an amount
equal  to  the  purchase  price  of  the Common Shares so subscribed for and the
declarations  and  other  documents from time to time reasonably required by the
Company  in  connection  with the administration of the constraints on the issue
and  transfer  of  the  Company's  shares.

     This  Warrant Certificate, the subscription form included herein, the cash,
certified cheque, bank draft, wire transfer, or money order and the declarations
and  other  documents  required  in  connection  with  the administration of the
Company's  share  constraints  will  be  deemed  to  be so surrendered only upon
personal delivery thereof to or, if sent by mail or other means of transmission,
upon  actual  receipt  thereof  by  the  Company.

     Certificates for Common Shares subscribed for will be mailed to the persons
specified in the subscription form at the respective addresses specified therein
or,  if so specified in such subscription form, delivered to such persons at the
office  where  the  applicable  Warrant  Certificate  was  surrendered  when the
transfer  registers  of  the Company have been opened, within five business days
after  the  due  surrender of such Warrant Certificate and payment as aforesaid,
including  any  applicable  taxes.  In  the  event  of a purchase of a number of
Common  Shares  fewer  than  the  number which can be purchased pursuant to this
Warrant Certificate, the holder will be entitled to receive without charge a new
Warrant  Certificate  in  respect  of the balance of such shares.  To the extent
that  this  Warrant  Certificate  confers  the right to purchase a fraction of a
Common  Share,  such  right may be exercised in respect of such fraction only in
combination with another Warrant Certificate or other Warrant Certificates which
in the aggregate entitle the holder to purchase a whole number of Common Shares.
Under no circumstances is the Company obliged to issue fractional Common Shares.

     Certificates issued to any holder shall, if required by the Company, bear a
legend  with  respect  to  resale  and  any  related  restrictions.

     The Warrants are issuable in registered form only. Upon presentation to the
Company  and  upon  compliance  with the reasonable requirements of the Company,
Warrant  Certificates  may  be  exchanged for Warrant Certificates entitling the


<PAGE>

holder  thereof to purchase in the aggregate an equal number of Common Shares as
are  purchasable  under  the  Warrant  Certificate  or  Warrant  Certificates so
exchanged.

     In  the event of any subdivision, redivision or consolidation in the number
of  Common  Shares  into a greater or lesser number of Common Shares at any time
prior  to the Time of Expiry, the Company shall deliver upon the due exercise of
the  Warrants represented by this Warrant Certificate, such additional or lesser
number  of  Common  Shares,  as the case may be, as would have resulted from the
subdivision,  redivision  or  consolidation  if such Warrants had been exercised
prior  to  the  date  of  such  subdivision, redivision or consolidation, with a
corresponding  equitable  adjustment  of  the  exercise  price  per  share.

     This  Warrant  Certificate  and  the  Warrants  represented  hereby  are
non-transferable,  except  as  provided  for  herein.

     Nothing  contained  in  this  Warrant  Certificate  or  otherwise  will  be
construed  as conferring upon the holder hereof any right or interest whatsoever
as  a  holder  of Common Shares or other shareholder of the Company or any other
right  or  interest  except  as  herein provided. After the Time of Expiry, this
Warrant Certificate and any and all rights thereunder shall be null and void and
of  no  value.

     The  Company  may  from  time  to  time  purchase  any of the Warrants then
outstanding  in  the open market, by private contract or otherwise at the lowest
price  or  prices  at  which  such Warrants are then obtainable, plus reasonable
costs  of  purchase  and on such other terms and conditions as it will decide in
its  sole  discretion.

     IN  WITNESS  WHEREOF  the Company has caused this Warrant Certificate to be
signed  by  its  authorized  signatory  as  of  the 15th day of September, 2004.



                                                GENESIS  BIOVENTURES  INC.

                                                By:  /s/  L.J. Pasemko
                                                     -----------------
                                                     Authorized  Signatory
                                                     L.J. Pasemko Executive Vice
                                                     President


<PAGE>

                                SUBSCRIPTION FORM

TO:     GENESIS  BIOVENTURES  INC.

     (a)     The  undersigned  holder  of  the within Warrant Certificate hereby
subscribes  for  ____________________  Common  Shares  of BioLabs, Inc. (or such
number  of  Common  Shares  or  other  securities  or  property  to  which  such
subscription  entitles  the  undersigned  in lieu thereof or in addition thereto
under  the  provisions  of the within Warrant Certificate) as constituted on the
15th  day  of  September, 2004 at US$  0.30 in lawful money of the United States
for  each  Common  Share  until  5:00  p.m.  (New  York time) on the 15th day of
September,  2007, on the terms specified in the Warrant Certificate and encloses
herewith  cash or a certified cheque, bank draft or money order, in lawful money
of  the  United  States,  in  payment  of  the  subscription  price.

     (b)     The  undersigned hereby irrevocably  directs that the Common Shares
be  issued  and  delivered  as  follows:

<TABLE>
<CAPTION>

Name(s) in full   Address(es) (Include  Number(s) of
                     Postal Code)       Common Shares
<S>               <C>                   <C>

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

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

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

                                TOTAL
                                        -------------
</TABLE>
     (Please  print  full  name in which share certificate(s) are to be issued.)

     Balance  of  page  left  blank  intentionally,  signature  page  follows


<PAGE>

Dated  this          day  of                ,200 .
             ------          ---------------    -


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(Signature)

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(Title  if  other  than  an  individual)


Print  name  and  address  in  full  below:

Name:
     -------------------------------------
Address,  including  Postal  Code:

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

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Social  Security  Number
                          ----------------

<PAGE>

Instructions:

The  registered  holder  may  exercise  its  right  to  receive Common Shares by
completing  this  Subscription  Form and surrendering this Subscription Form and
the  Warrant  Certificate evidencing the Warrants being exercised to the Company
at  its  principal  office  at  #1A  - 3033 King George Highway, Surrey, British
Columbia  V4P  1B8  or  at  such  other  office  as  the  Company may notify the
registered  holder of from time to time.  Certificates for Common Shares will be
delivered  or  mailed  within  five  business  days  after  the  exercise of the
Warrants.

1.   If  this Subscription Form indicates that Common Shares are to be issued to
     a  person  or  persons other than the registered holder of the Certificate,
     the  signature  of such holder of this Subscription Form must be guaranteed
     by  an  authorized  officer  of  a  chartered  bank,  trust  company  or an
     investment  dealer  who  is  a  member  of  a  recognized  stock  exchange.

2.   If  this Subscription Form is signed by a trustee, executor, administrator,
     curator,  guardian, attorney, officer of a corporation or any person acting
     in  a  fiduciary  or  representative  capacity,  the  certificate  must  be
     accompanied  by  evidence of authority to sign satisfactory to the Company.


<PAGE>