Exhibit
4.4


 


THIS WARRANT AND THE
SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933.  SUCH WARRANTS
AND SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR HYPOTHECATED IN
THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH
SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.


 


WARRANT


 


TO
PURCHASE SHARES OF COMMON STOCK OF
CASCADE SLED DOG ADVENTURES, INC.


 


	
   

  	
  Dated as
  of                          ,
  2004

  



 


HOLDER:


 


NUMBER OF SHARES:


 


THIS CERTIFIES THAT, for good and valuable consideration, the above
referenced holder (“Holder”), or its registered assigns, is entitled to
subscribe for and purchase from CASCADE SLED DOG ADVENTURES, INC., a Nevada
corporation (the “Company”), at any time commencing on the date of this
Warrant (the “Warrant”) and ending at the close of business five (5)
years from the date of issuance, the number of fully paid and nonassessable
shares of the Common Stock of the Company set forth above at an exercise price
of One Dollar and Eight Cents ($1.08) per share (the “Warrant Exercise Price”),
subject to the adjustment provisions of Sections 5, 6 and 11 of this Warrant.


 


This Warrant is issued pursuant to the terms of that certain Share
Exchange Agreement (the “Exchange Agreement”) by and among the Company,
Sunset Brands, Inc., a Nevada corporation (“Sunset”), and Holder and
certain other holders of Company Common Stock pursuant to which such holders
have agreed to exchange an aggregate of 2,218,560 shares of Common Stock,
$0.001 par value, of the Company (“Common Stock”) for warrants to
purchase an aggregate of 1,000,000 shares of Common Stock, which Warrants are
in the same form as this Warrant.  The
shares of Common Stock which may be acquired upon exercise of this Warrant are
referred to herein as the “Warrant Shares.” As used herein, the term “Holder”
includes any party who acquires all or a part of this Warrant as a permitted
transferee of Holder.


 


This Warrant is subject to the following provisions, terms and
conditions:


 


1.                                       Exercise;
Transferability; Vesting.


 


(a)                                  The
rights represented by this Warrant may be exercised by the Holder hereof, in
whole or in part (but not as to any fractional shares of Common Stock), by
written notice of exercise (in the form attached hereto) delivered to the
Company at the principal office of the Company at any time after the original
issue date of this Warrant and prior to the expiration of this Warrant and
accompanied or preceded by the surrender of this Warrant along with payment of
the Warrant Exercise Price for such shares (i) in cash, by check or by wire
transfer of federal funds, (ii) only to the extent permitted by the Company, in
its sole and absolute discretion, on a cashless basis in exchange for other


 

















 


securities of the Company, or (iii) by a combination of the methods
specified in clauses (a) and (b). 
Notwithstanding the foregoing, the Company, in its sole discretion, may
extend and maintain, or arrange for the extension and maintenance of, credit to
the Holder to finance payment of the purchase price on such terms as may be
approved by the Board of Directors of the Company in accordance with applicable
law.


 


(b)                                 This
Warrant may not be sold, transferred, assigned, hypothecated or divided except
as provided in Section 9 hereof.


 


2.                                       Exchange and
Replacement.  Subject to
Sections 1 and 9 hereof, this Warrant is exchangeable upon the surrender hereof
by the Holder to the Company at its office for new Warrants of like tenor and
date representing in the aggregate the right to purchase the number of Warrant
Shares purchasable hereunder, each of such new Warrants to represent the right
to purchase such number of Warrant Shares (not to exceed the aggregate total
number purchasable hereunder) as shall be designated by the Holder at the time
of such surrender. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction, or mutilation of this
Warrant, and, in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will make and deliver a new Warrant of like
tenor, in lieu of this Warrant; provided, however, that if Holder shall be such
Holder, an agreement of indemnity by such Holder in customary form shall be
sufficient for all purposes of this Section 2. This Warrant shall be
promptly canceled by the Company upon the surrender hereof in connection with
any exchange or replacement. The Company shall pay all expenses, taxes (other
than stock transfer taxes), and other charges payable in connection with the
preparation, execution, and delivery of Warrants pursuant to this Section 2.


 


3.                                       Issuance of
the Warrant Shares.


 


(a)                                  The
Company agrees that the Warrant Shares shall be and will be deemed to be issued
to the Holder as of the close of business on the date on which this Warrant
shall have been surrendered and the payment made for such Warrant Shares as
provided herein. Subject to the provisions of the next section, certificates
for the Warrant Shares so purchased shall be delivered to the Holder within a
reasonable time after the rights represented by this Warrant shall have been so
exercised, and, unless this Warrant has expired, a new Warrant representing the
right to purchase the number of Warrant Shares, if any, with respect to which
this Warrant shall not then have been exercised shall also be delivered to the
Holder within such time.


 


(b)                                 Notwithstanding
the foregoing, however, the Company shall not be required to deliver any
certificate for Warrant Shares upon exercise of this Warrant except in
accordance with exemptions from the applicable securities registration requirements
or registrations under applicable securities laws. Nothing herein, however,
shall obligate the Company to effect registrations under federal or state
securities laws. If registrations are not in effect and if exemptions are not
available when the Holder seeks to exercise the Warrant, the Warrant exercise
period will be extended, if need be, to prevent the Warrant from expiring,
until such time as either registrations become effective or exemptions are
available, and the Warrant shall then remain exercisable for a period of at
least 90 calendar days from the date the Company delivers to the Holder written
notice of the availability of any registrations or exemptions. The Holder
agrees to execute such documents and make such representations, warranties and
agreements as maybe required solely to comply with the exemptions relied upon
by the Company, or any registrations made, for the issuance of the Warrant
Shares.


 


2

















 


4.                                       Covenants of
the Company.  The Company
covenants and agrees that all Warrant Shares will, upon issuance, be duly
authorized and issued, fully paid, nonassessable, and free from all taxes,
liens, and charges with respect to the issue thereof. The Company further
covenants and agrees that during the period within which the rights represented
by this Warrant may be exercised, the Company will at all times have authorized
and reserved for the purpose of issue or transfer upon exercise of the purchase
rights evidenced by this Warrant a sufficient number of shares of Common Stock
to provide for the exercise of the rights represented by this Warrant.


 


5.                                       Restrictions on Issuance and Transfer of Shares.  Shares of Common Stock acquired
pursuant to the exercise of this Warrant which are not registered under the
Securities Act of 1933, as amended (the “Act”), shall be subject to
restrictions on transfer and as required by applicable state and/or federal
securities laws.  Any unregistered
shares acquired by exercise of this Warrant shall bear a legend referring to
the restrictions and limitations of this Section.  The Company may impose stop transfer instructions to implement
such restrictions and limitations.


 


6.                                       Anti-dilution
Adjustments.  The number of
Warrant Shares purchasable upon the exercise of this Warrant and the Warrant
Exercise Price shall be subject to adjustment as follows:


 


(a)                                  In case the Company
shall (i) pay a dividend or make a distribution on its Common Stock in
shares of its capital stock or other securities, (ii) subdivide its outstanding
shares of Common Stock into a greater number of shares, (iii) combine its
outstanding Common Stock into a smaller number of shares or (iv) issue, by
reclassification of its Common Stock, shares of its capital stock or other
securities of the Company (including any such reclassification in connection
with a consolidation or merger in which the Company is the continuing
corporation), 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, shares of its
capital stock and other securities of the Company which such holder would have
owned or would have been entitled to receive immediately after the happening of
any of the events described above, had the Warrant been exercised immediately
prior to the happening of such event or any record date with respect
thereto.  Any adjustment made pursuant
to this subsection 6(a) shall become effective immediately after the effective
date of such event.


 


(b)                                 In case the Company
shall issue rights, options, warrants or convertible securities to holders of
its Common Stock, without any charge to such holders, containing the right to
subscribe for or purchase Common Stock, the number of Warrant Shares thereafter
purchasable upon the exercise of this Warrant shall be determined by
multiplying the number of Warrant shares theretofore purchasable upon exercise
of this Warrant by a fraction, of which the numerator shall be the number of
shares of Common Stock outstanding immediately prior to the issuance of such
rights, options, warrants or convertible securities plus the number of
additional shares of Common Stock offered for subscription or purchase, and of
which the denominator shall be the number of shares of Common Stock outstanding
immediately prior to the issuance of such rights, options, warrants or
convertible securities.  Such adjustment
shall be made whenever such rights, options, warrants or convertible securities
are issued, and shall become effective immediately upon issuance of such
rights, options, warrants or convertible securities.  In the event of such adjustment, corresponding adjustments shall
be made to the Warrant Exercise Price.


 


3

















 


(c)                                  In case the Company
shall distribute to holders of its Common Stock evidences of its indebtedness
or assets (excluding cash dividends or distributions out of current earnings
made in the ordinary course of business consistent with past practices), then
in each case the number of Warrant shares thereafter purchasable upon the
exercise of this Warrant shall be determined by multiplying the number of
Warrant Shares theretofore purchasable upon exercise of this Warrant by a
fraction, of which the numerator shall be the then Market Price (as defined
below) on the date of such distribution, and of which the denominator shall be
such Market Price on such date minus the then fair value (determined as
provided in subsection 6(e) below) of the portion of the assets or
evidences of indebtedness so distributed applicable to one share of Common
Stock.  Such adjustment shall be made
whenever any such distribution is made and shall become effective on the date
of distribution.  In the event of any
such adjustment, the number of shares of Common Stock subject to the Warrant
shall also be adjusted and shall be that number determined by multiplying the
number of shares of Common Stock issuable upon exercise before the adjustment
by a fraction, the numerator of which shall be the Warrant Exercise Price in
effect immediately before the adjustment and the denominator of which shall be
the Warrant Exercise Price as so adjusted.


 


(d)                                 Whenever the number of
Warrant Shares purchasable upon the exercise of this Warrant is adjusted as
provided in this Section 6, the Warrant Exercise Price payable upon
exercise of the Warrant shall be adjusted by multiplying such Warrant Exercise
Price immediately prior to such adjustment by a fraction, the numerator of
which shall be the number of Warrant Shares purchasable upon the exercise of
this Warrant immediately prior to such adjustment, and the denominator of which
shall be the number of Warrant Shares purchasable immediately thereafter.


 


(e)                                  To
the extent not covered by subsections 6(b) or (c) hereof:


 


in case the Company shall sell or issue Common Stock or rights,
options, warrants or convertible securities containing the right to subscribe
for, purchase or exchange into shares of Common Stock at a price per share
(determined, in the case of such rights, options, warrants or convertible
securities, by dividing (i) the total amount received or receivable by the
Company in consideration of the sale or issuance of such rights, options,
warrants or convertible securities, plus the total consideration payable to the
Company upon exercise, conversion or exchange thereof, by (ii) the total number
of shares covered by such rights, options, warrants or convertible securities)
lower than the then the then current Market Price and lower than the Warrant
Exercise Price in effect immediately prior to such sale or issuance, then the
Warrant Exercise Price shall be reduced to a price (calculated to the nearest
cent) determined by dividing (I) an amount equal to the sum of (A) the number
of shares of Common Stock outstanding immediately prior to such sale or
issuance multiplied by the then existing Warrant Exercise Price, plus (B) the
consideration received or receivable by the Company upon such sale or issuance,
by (II) the total number of shares of Common Stock outstanding immediately
after such sale or issuance.  The number
of Warrant Shares purchasable upon the exercise of a Warrant shall thereafter
be that number determined by multiplying the number of Warrant Shares
purchasable upon exercise immediately prior to such adjustment by a fraction,
of which the numerator shall be the Warrant Exercise Price in effect
immediately prior to such adjustment and the denominator shall be the Warrant
Exercise Price as so adjusted; and


 


4

















 


in case the Company shall sell or issue Common Stock or rights,
options, warrants or convertible securities containing the right to subscribe
for, purchase or exchange into shares of Common Stock at a price per share
(determined, in the case of such rights, options, warrants or convertible
securities, by dividing (i) the total amount received or receivable by the
Company in consideration of the sale or issuance of such rights, options,
warrants or convertible securities, plus the total consideration payable to the
Company upon exercise, conversion or exchange thereof, by (ii) the total number
of shares covered by such rights, options, warrants or convertible securities)
higher than the Warrant Exercise Price then in effect but lower than the then
current Market Price in effect immediately prior to the earlier of the date of
such sale or issuance or the first public announcement of such sale or
issuance, then the Warrant Exercise Price shall be reduced to a price
(calculated to the nearest cent) determined by multiplying the Warrant Exercise
Price then in effect by a fraction, the numerator of which equals (I) the sum
of (A) the number of shares of Common Stock outstanding immediately prior to
such sale or issuance multiplied by the then current Market Price, plus (B) the
consideration received or receivable by the Company upon such sale or issuance,
divided by (II) the total number of shares of Common Stock outstanding
immediately after such sale or issuance, and the denominator of which equals
the current Market Price in effect immediately prior to the earlier of such
sale or issuance or the first public announcement of such sale or
issuance.  The number of Warramt Shares
purchasable upon the exercise of a Warrant shall thereafter be that number
determined by multiplying the number of Warrant Shares purchasable upon
exercise immediately prior to such adjustment by a fraction, of which the
numerator shall be the Warrant Exercise Price in effect immediately prior to
such adjustment and the denominator shall be the Warrant Exercise Price as so
adjusted.


 


For the purposes of such adjustments, the Common Stock which the
holders of any such rights, options, warrants or convertible securities shall
be entitled to subscribe for, purchase or exchange into shall be deemed issued
and outstanding as of the date of such sale or issuance and the consideration
received by the Company therefor shall be deemed to be the consideration
received by the Company for such rights, options, warrants or convertible
securities, plus the consideration or premiums stated in such rights, options,
warrants or convertible securities to be payable for the Common Stock covered
thereby.  In case the Company shall sell
or issue Common Stock or rights, options, warrants or convertible securities
containing the right to subscribe for, purchase or exchange into Common Stock
for a consideration consisting, in whole or in part, of property other than
cash or its equivalent, then, in determining the “price per share” of Common
Stock and the “consideration received by the Company” for purposes of the first
sentence of this subsection 6.1(e), the Board of Directors shall determine
the fair value of said property, and such determination, if based upon the
Board of Directors, good faith business judgment, shall be binding upon the
Warrantholders.  In determining the
“price per share” of Common Stock, any underwriting discounts or commissions
paid to brokers, dealers or other selling agents shall not be deducted from the
price received by the Company for sales of securities registered under the Act
or issued in a private placement.


 


(f)                                    For
the purpose of this Section 6, the term “Common Stock” shall mean (i) the
class of stock designated as the Common Stock of the Company at the date of
this Agreement or (ii) any other class of stock resulting from successive
changes or reclassifications of such Common Stock consisting solely of changes
in par value, or from par value to no par value, or from no par value to par
value.  In the event that at any time,
as a result of an adjustment made pursuant to this Section 6, a
Warrantholder shall become entitled to purchase any securities of the Company
other than Common Stock, (i) if the Warrantholder’s right to purchase is
on any other basis than that available to all holders of


 


5

















 


the Company’s Common Stock, the Company shall obtain an opinion of a
reputable investment banking firm valuing such other securities and
(ii) thereafter the number of such other securities so purchasable upon
exercise of a Warrant and the Warrant Exercise Price of such securities shall
be subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common Stock
contained in this Section6.


 


(g)                                 Upon
the expiration of any rights, options, warrants or conversion privileges, if
such shall not have been exercised, the number of Warrant Shares purchasable
upon exercise of a Warrant and the Warrant Exercise Price, to the extent a
Warrant has not then been exercised, shall, upon such expiration, be readjusted
and shall thereafter be such number and such price as they would have been had
they been originally adjusted (or had the original adjustment not been
required, as the case may be) on the basis of (A) the fact that the only shares
of Common Stock issued in respect of such rights, options, warrants or
conversion privileges were the shares of Common Stock, if any, actually issued
or sold upon the exercise of such rights, options, warrants or conversion
privileges, and (B) the fact that such shares of Common Stock, if any, were
issued or sold for the consideration actually received by the Company upon such
exercise plus the consideration, if any, actually received by the Company for
the issuance, sale or grant of all such rights, options, warrants or conversion
privileges whether or not exercised; provided, however, that no such
readjustment shall have the effect of decreasing the numbers of Warrant Shares purchasable
upon exercise of a Warrant or increasing the Warrant Exercise Price by an
amount in excess of the amount of the adjustment made in respect of the
issuance, sale or grant of such rights, options, warrants or conversion
privileges.


 


(h)                                 Upon
any adjustment of the Warrant Exercise Price and the number of Warrant Shares
subject to this Warrant, then and in each such case, the Company shall give
written notice thereof, by first-class mail, postage prepaid, addressed to the
Holder as shown on the books of the Company, which notice shall state the
Warrant Exercise Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares of Common Stock purchasable at such
price upon the exercise of this Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.


 


7.                                       Merger,
Reorganization or Consolidation. 
In any case in which a transaction would result in a complete
liquidation of the Company or a merger, reorganization, or consolidation of the
Company with any other unrelated corporation or other entity in which the
Company is not the surviving corporation or the Company becomes a wholly-owned
subsidiary of another unrelated corporation or other entity (all such transactions
being referred to herein as a “Reorganization”), the surviving corporation or
other entity shall be required to assume the Warrant or to issue substitute
warrants in place thereof which substitute warrants shall provide for terms at
least as favorable to the Warrantholders as contained in this Warrant and shall
provide the Warrantholder the right to acquire the kind and amount of shares
and other securities and property which the Warrantholder would have owned or
been entitled to receive had the Warrants been exercised immediately prior to
such Reorganization.


 


8.                                       No Voting
Rights.  This Warrant shall
not entitle the Holder to any voting rights or other rights as a stockholder of
the Company.


 


9.                                       Notice of
Transfer of Warrant or Resale of the Warrant Shares.


 


(a)                                  The
Holder, by acceptance hereof, agrees to give written notice to the Company
before transferring this Warrant or transferring any Warrant Shares of such
Holder’s intention to do so, describing briefly the manner of any proposed
transfer. Promptly upon receiving such written notice, the Company shall
present copies thereof to the Company’s counsel and to counsel to the original
purchaser of this Warrant. If in the opinion of each such counsel the proposed
transfer may be effected


 


6

















 


without registration or qualification (under any federal or state
securities laws), the Company, as promptly as practicable, shall notify the
Holder of such opinion, whereupon the Holder shall be entitled to transfer this
Warrant or to dispose of Warrant Shares received upon the previous exercise of
this Warrant, all in accordance with the terms of the notice delivered by the
Holder to the Company; provided that an appropriate legend may be endorsed on
the Warrant or the certificates for such Warrant Shares respecting restrictions
upon transfer thereof necessary or advisable in the opinion of counsel and
satisfactory to the Company to prevent further transfers which would be in
violation of Section 5 of the Act, and applicable state securities laws;
and provided further that the prospective transferee or purchaser shall execute
such documents and make such representations, warranties, and agreements as may
be reasonably required solely to comply with the exemptions relied upon by the
Company or the Holder for the transfer or disposition of the Warrant or Warrant
Shares.


 


(b)                                 If
in the opinion of counsel referred to in this Section 9, the proposed
transfer or disposition of this Warrant or such Warrant Shares described in the
written notice given pursuant to this Section 9 may not be effected
without registration or qualification of this Warrant or such Warrant Shares,
the Company shall promptly give written notice thereof to the Holder.


 


10.                                 Fractional
Shares.  Fractional shares
shall not be issued upon the exercise of this Warrant, but in any case where
the Holder would, except for the provisions of this Section, be entitled under
the terms hereof to receive a fractional share, the Company shall, upon the
exercise of this Warrant for the largest number of whole shares then called
for, pay a sum in cash equal to the sum of (a) the excess, if any, of the
Market Price of such fractional share over the proportional part of the Warrant
Exercise Price represented by such fractional share, plus (b) the proportional
part of the Warrant Exercise Price represented by such fractional share. For
purposes of this Section, the term “Market Price” with respect to shares of
Common Stock of any class or series means the average of the last reported sale
prices or, if none, the average of the last reported closing bid and asked
prices on any national securities exchange, the Nasdaq National Market, Nasdaq
SmallCap Market, or NASD OTC Bulletin Board over the five (5) trading days
immediately preceding the determination date. 
If the Company’s Common Stock is not listed on a national securities
exchange or quoted on Nasdaq or the OTC Bulletin Board, the Market Price shall
be the average of the last reported closing bid and asked prices as reported in
the “pink sheets” or other standard compilation of quotations by market makers
in the over-the-counter market over the five consecutive trading days
immediately prior to the determination date. 
In the event that no quotations are available, the “Market Price” shall
be the fair market value of a share of Common Stock as determined in good faith
by the Board of Directors of the Company.


 


11.                                 Capitalization Adjustments.


 


(a)                                  Notwithstanding
anything to the contrary contained in this Warrant, in the event that the
Company sells shares of its Common Stock (or securities convertible into shares
of its Common Stock) at a price lower than $0.90 per share (the “Reduced
Issue Price”) at any time prior to the earlier of (i) one year following
the Closing (as such term is defined in the Exchange Agreement) or (ii) the
expiration of one hundred eighty (180) days from the effective date of the
first registration statement of the Company with respect to which Holder had
piggy-back registration rights pursuant to Section 1.2 of the Exchange
Agreement, then the Warrant Exercise Price shall automatically be reduced to
equal 120% of the Reduced Issue Price. 
Notwithstanding the foregoing, no reduction of the Warrant Exercise
Price shall occur as a result of (A) any issuance or exercise of options,
warrants or restricted shares to employees, directors, consultants or advisors
to the Company (or any subsidiary) pursuant to the terms of any compensation
plan or arrangement approved by the Board of Directors of the Company, (B)
securities issued in connection with any bona fide acquisition by the Company
(including any assumption of options or other convertible securities resulting
from any acquisition of another company by merger or exchange of securities),
(C) any issuance or exercise of securities, options or warrants issued to
suppliers,


 


7

















 


distributors or retailers as compensation, payment for goods or
services or in order to induce such persons or entities to do or continue to do
business with the Company, or (D) securities issued upon the exercise or
conversion of options or warrants of the Company outstanding immediately
following completion of the Merger (as defined in the Exchange Agreement).  Any
adjustment contemplated by this Section 11 may be waived by consent of
Holders owning of majority of the aggregate outstanding Warrants issued
pursuant to the Exchange Agreements.


 


(b)                                 The
Warrant Exercise Price has been established based on the assumptions (the “Capitalization
Assumptions”) that, immediately prior to closing of the Merger (as defined
in the Exchange Agreement) (i) the issued and outstanding Common Stock of the
Company consisted entirely of 5,045,658 shares, and (ii) there will be no
options, warrants, subscription agreements or other rights or arrangements to
acquire or issue any shares of capital stock of the Company (other than shares
of preferred stock, options, warrants and other convertible securities issued
as a result of the Merger and the acquisition of Low Carb Creations, Inc. by
the Company). Holder understands and agrees that if, subsequent to the issue
date of this Warrant, the Company reasonably determines in good faith that the
Capitalization Assumptions were not true and correct, the Warrant Exercise
Price and number of Warrant Shares issuable upon exercise of this Warrant will
be adjusted so that the total number of Warrant Shares issued to and the total
Warrant Exercise Price paid by all Holders, if all Warrants were exercised in
full, would not exceed the number of Warrant Shares or be less than the total
Warrant Exercise Price that would have been issued and payable had the
Capitalization Assumptions been true and correct.


 


12.                                 Representations
and Warranties.  The Company
represents and warrants to the Holder of this Warrant as follows:


 


(a)                                  This
Warrant has been duly authorized and executed by the Company and is a valid and
binding obligation of the Company enforceable in accordance with its terms,
subject to laws of general application relating to bankruptcy, insolvency and
the relief of debtors and the rules of law or principles at equity governing
specific performance, injunctive relief and other equitable remedies;


 


(b)                                 The
Warrant Shares have been duly authorized and reserved for issuance by the
Company and, when issued in accordance with the terms hereof, will be validly
issued, fully paid and nonassessable; and


 


(c)                                  The
execution and delivery of this Warrant are not, and the issuance of the Warrant
Shares upon exercise of this Warrant in accordance with the terms hereof will
not be, inconsistent with the articles of incorporation, by-laws or other
organizational documents of the Company, do not and will not contravene, in any
material respect, any governmental rule or regulation, judgment or order
applicable to the Company, and do not and will not conflict with or contravene
any provision of, or constitute a default under, any indenture, mortgage,
contract or other instrument of which the Company is a party or by which it is
bound or require the consent or approval of, the giving of notice to, the
registration or filing with or the taking of any action in respect of or by,
any Federal, state or local government authority or agency or other person,
except for the filing of notices pursuant to federal and state securities laws,
which filings will be effected by the time required thereby.


 


13.                                 Notices.  Notices and other communications provided
for herein shall be in writing and may be given by mail, courier, confirmed
telex or facsimile transmission and shall, unless otherwise expressly required,
be deemed given when received or when delivery thereof is refused.  In the case of Holder, such notices and
communications shall be addressed to its address as shown on the books
maintained by the Company unless Holder shall notify the Company that notices
and communications


 


8

















 


should be sent to a different address (or telex or facsimile number) in
which case such notices and communications shall be sent to the address (or
telex or facsimile number) specified by Holder.


 


14.                                 Governing
Law.  This Warrant shall be
governed by and construed in accordance with the corporation law contained in
the Nevada Revised Statutes with respect to the corporate law matters that are
the subject thereof and, with respect to all other matters, application of the
laws of the State of California.


 


15.                                 General
Provisions.


 


(a)                                  This
Agreement contains the entire understanding between the parties with respect to
the subject matter hereof, and supersedes any and all prior written or oral
agreements between the parties with respect to the subject matter hereof.  There are no representations, agreements,
arrangements, or understandings, either written or oral, between or among the
parties with respect to the subject matter hereof which are not set forth in
this Agreement.


 


(b)                                 Each
party to this Agreement agrees to perform such further acts and to execute and
deliver such other and additional documents as may be reasonably necessary to carry
out the provisions of this Agreement.


 


(c)                                  If any term,
provision, covenant, or condition of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, or unenforceable for any reason,
such invalidity, illegality, or unenforceability shall not affect any of the
other terms, provisions, covenants, or conditions of this Agreement, each of
which shall be binding and enforceable.


 


(d)                                 This Agreement may not
be modified, extended, renewed or substituted without an amendment or other
agreement in writing signed by the parties to this Agreement.


 


IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer as the date first specified above.


 


	
   

  	
  CASCADE SLED DOG ADVENTURES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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CASCADE SLED DOG ADVENTURES, INC.


 


WARRANT EXERCISE NOTICE


 


(TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)


 


The undersigned Holder of the foregoing Warrant hereby irrevocably
elects to exercise the right, represented by such Warrant, to
purchase             shares
of the Common Stock of CASCADE SLED DOG ADVENTURES, INC. and tenders herewith
payment in accordance with Section 1 of said Warrant as follows:


 


o                shares
for CASH:         $


 


Please deliver
the stock certificate to the address set forth below.  In addition, if the number of shares being purchased pursuant to
this exercise is less than the all of the shares purchasable under this
Warrant, please return to such address either (1) the Warrant marked to reflect
the remaining balance of shares purchasable thereunder or (2) a newly issued
Warrant in the name of the undersigned for such remaining balance of shares
purchasable thereunder.


 


Dated:


 


Name of Warrant Holder:


 


Tax Identification No.
or                                                                 Social
Security No. of Warrant
Holder:                                               


 


	
   

  	
   

  
	
  (Signature)

  



 


Title:


 


NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND EXACTLY WITH THE NAME OF
THE WARRANT HOLDER AS IT APPEARS ON THE FIRST PAGE OF THE WARRANT OR ON A DULY
EXECUTED WARRANT ASSIGNMENT.


 


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CASCADE
SLED DOG ADVENTURES, INC.


 


WARRANT ASSIGNMENT


 


(TO BE SIGNED ONLY UPON TRANSFER OF WARRANT)


 


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
                                                        ,
the assignee, whose address is
                                                                   ,
and whose tax identification or social security number
is                                                        ,the
right represented by the foregoing Warrant to purchase
                                  shares
of the Common Stock of CASCADE SLED DOG
ADVENTURES, INC., to which the foregoing Warrant relates and
appoints                                           attorney
to transfer said right on the books of Cascade Sled Dog Adventures, Inc., with
full power of substitution in the premises. If the number of shares assigned is
less than all of the shares purchasable under the Warrant, anew Warrant will be
issued in the name of the undersigned for the remaining balance of the shares
purchasable thereunder.


 


Dated:


 


	
  Name of Warrant Holder/Assignor:

  	
   

  	
   

  
	
   

  	
  (Please print)

  	
   

  
	
   

  
	
  (Signature)

  



Title:


 


Address of Warrant Holder/Assignor:


 


 


 


Tax Identification No. or Social Security No. of


Warrant Holder/Assignor:


NOTE: THE ABOVE SIGNATURE SHOULD CORRESPOND EXACTLY WITH THE NAME OF
THE WARRANT HOLDER AS IT APPEARS ON THE FIRST PAGE OF THE WARRANT OR ON A DULY
EXECUTED ASSIGNMENT FORM.


 


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