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 OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR 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,
      THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


     

    COMMON
      STOCK PURCHASE WARRANT

     

    To
      Purchase ______ Shares of Common Stock of

     

    ADERA
      MINES LIMITED

     

    THIS
      COMMON STOCK PURCHASE WARRANT (the “Warrant”)
      CERTIFIES that, for value received, Euro Catlyst (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 July __, 2006 (the
      “Initial
      Exercise Date”),
      to
      subscribe for and purchase from Adera Mines Limited, a Nevada corporation (the
      “Company”),
      up to
      _______ shares (the “Warrant
      Shares”)
      of
      common stock, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock (the “Exercise
      Price”)
      under
      this Warrant shall be $0.30, subject to adjustment hereunder. The Exercise
      Price
      and the number of Warrant Shares for which the Warrant is exercisable shall
      be
      subject to adjustment as provided herein. 

     

    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 which 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).

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    3.  Exercise
      of Warrant.

     

    (a)
      Exercise of the purchase rights represented by this Warrant may be made at
      any
      time or times on or after the Initial Exercise Date by delivery to the Company
      of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto
      (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); provided,
      however,
      within
      five (5) Trading Days of the date said Notice of Exercise is delivered to the
      Company, the Holder shall have surrendered this Warrant to the Company and
      the
      Company shall have received payment of the aggregate Exercise Price of the
      shares thereby purchased by wire transfer or cashier’s check drawn on a United
      States bank. Certificates for shares purchased hereunder shall be delivered
      to
      the Holder within the earlier of (i) five (5) Trading Days after the date on
      which the Notice of Exercise shall have been delivered by facsimile copy or
      (ii)
      three (3) Trading Days from the delivery to the Company of the Notice of
      Exercise Form by facsimile copy, surrender of this Warrant and payment of the
      aggregate Exercise Price as set forth above (“Warrant
      Share Delivery Date”);
      provided,
      however,
      in the
      event the Warrant is not surrendered or the aggregate Exercise Price is not
      received by the Company within five (5) Trading Days after the date on which
      the
      Notice of Exercise shall be delivered by facsimile copy, the Warrant Share
      Delivery Date shall be extended to the extent such five (5) Trading Day period
      is exceeded. This Warrant shall be deemed to have been exercised on the later
      of
      the date the Notice of Exercise is delivered to the Company by facsimile copy
      and the date the Exercise Price is received by the Company. The Warrant Shares
      shall be deemed to have been issued, and Holder or any other person so
      designated to be named therein shall be deemed to have become a holder of record
      of such shares 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. If the Company fails to deliver to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 3(a) by the third Trading Day following the Warrant Share Delivery
      Date,
      then the Holder will have the right to rescind such exercise. 

     

    (b)  If
      this
      Warrant shall have been exercised in part, the Company shall, at the time of
      delivery of the certificate or certificates representing Warrant Shares, deliver
      to Holder a new Warrant evidencing the rights of Holder to purchase the
      unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
      in all other respects be identical with this Warrant.

     

    (c)  The
      Company shall not effect any exercise of this Warrant, and the Holder shall
      not
      have the right to exercise any portion of this Warrant, pursuant to Section
      3(a)
      or otherwise, to the extent that after giving effect to such issuance after
      exercise, the Holder (together with the Holder’s affiliates), as set forth on
      the applicable Notice of Exercise, would beneficially own in excess of 4.99%
      of
      the number of shares of the Common Stock outstanding immediately after giving
      effect to such issuance.  For purposes of the foregoing sentence, the
      number of shares of Common Stock beneficially owned by the Holder and its
      affiliates shall include the number of shares of Common Stock issuable upon
      exercise of this Warrant with respect to which the determination of such
      sentence is being made, but shall exclude the number of shares of Common Stock
      which would be issuable upon (A) exercise of the remaining, nonexercised portion
      of this Warrant beneficially owned by the Holder or any of its affiliates and
      (B) exercise or conversion of the unexercised or nonconverted portion of any
      other securities of the Company (including, without limitation, any other
      Warrants) subject to a limitation on conversion or exercise analogous to the
      limitation contained herein beneficially owned by the Holder or any of its
      affiliates.  Except as set forth in the preceding sentence, for purposes of
      this Section 3(c), beneficial ownership shall be calculated in accordance with
      Section 13(d) of the Exchange Act. To the extent that the limitation contained
      in this Section 3(c) applies, the determination of whether this Warrant is
      exercisable (in relation to other securities owned by the Holder) and of which
      a
      portion of this Warrant is exercisable shall be in the sole discretion of such
      Holder, and the submission of a Notice of Exercise shall be deemed to be such
      Holder’s determination of whether this Warrant is exercisable (in relation to
      other securities owned by such Holder) and of which portion of this Warrant
      is
      exercisable, in each case subject to such aggregate percentage limitation,
      and
      the Company shall have no obligation to verify or confirm the accuracy of such
      determination. For purposes of this Section 3(c), in determining the number
      of
      outstanding shares of Common Stock, the Holder may rely on the number of
      outstanding shares of Common Stock as reflected in (x) the Company’s most recent
      Form 10-QSB or Form 10-KSB, as the case may be, (y) a more recent public
      announcement by the Company or (z) any other notice by the Company or the
      Company’s Transfer Agent setting forth the number of shares of Common Stock
      outstanding.  Upon the written or oral request of the Holder, the Company
      shall within two Trading Days confirm orally and in writing to the Holder the
      number of shares of Common Stock then outstanding.  In any case, the number
      of outstanding shares of Common Stock shall be determined after giving effect
      to
      the conversion or exercise of securities of the Company, including this Warrant,
      by the Holder or its affiliates since the date as of which such number of
      outstanding shares of Common Stock was reported. The provisions of this Section
      3(c) may be waived by the Holder upon, at the election of the Holder, not less
      than 61 days’ prior notice to the Company, and the provisions of this Section
      3(c) shall continue to apply until such 61st
      day (or
      such later date, as determined by the Holder, as may be specified in such notice
      of waiver).

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (d)
      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.

    


    4.  Cashless
      Exercise.
      Notwithstanding any provisions herein to the contrary, the Holder may exercise
      this Warrant by a cashless exercise and shall receive the number of shares
      of
      Common Stock equal to an amount (as determined below) by surrender of this
      Warrant at the principal office of the Company together with the properly
      endorsed Notice of Exercise in which event the Company shall issue to the Holder
      a number of shares of Common Stock computed using the following
      formula:

     

    X
      = Y -
(A)(Y)

    B

    


    Where X
      =
 the
      number of shares of Common Stock to be issued to the Holder.

    


    
      	 	
              Y
                =

            	
              the
                number of shares of Common Stock purchasable upon exercise of all
                of the
                Warrant or, if only a portion of the Warrant is being exercised,
                the
                portion of the Warrant being
                exercised.

            


    

    


    
      	 	
              A
                =

            	
              the
                Exercise Price.

            


    

    


    
      	 	
              B
                =

            	
              the
                Per Share Market Value of one share of Common Stock. “Per Share Market
                Value” means on any particular date (a) the last trading price per share
                of the Common Stock on such date on the Pink Sheets, OTC Bulletin
                Board or
                another registered national stock exchange on which the Common Stock
                is
                then listed, or if there is no such price on such date, then the
                closing
                bid price on such exchange or quotation system on the date nearest
                preceding such date, or (b) if the Common Stock is not then publicly
                traded, the fair market value of a share of Common Stock as determined
                by
                an Independent Appraiser selected in good faith by the Holder;
                provided,
                however,
                that the Company, after receipt of the determination by such Independent
                Appraiser, shall have the right to select an additional Independent
                Appraiser, in which case, the fair market value shall be equal to
                the
                average of the determinations by each such Independent Appraiser;
                and
                provided,
                further
                that all determinations of the Per Share Market Value shall be
                appropriately adjusted for any stock dividends, stock splits or other
                similar transactions during such period. The determination of fair
                market
                value by an Independent Appraiser shall be based upon the fair market
                value of the Company determined on a going concern basis as between
                a
                willing buyer and a willing seller and taking into account all relevant
                factors determinative of value, and shall be final and binding on
                all
                parties. In determining the fair market value of any shares of Common
                Stock, no consideration shall be given to any restrictions on transfer
                of
                the Common Stock imposed by agreement or by federal or state securities
                laws, or to the existence or absence of, or any limitation on, voting
                rights.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    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 subject to Company approval, 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.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (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.

     

    (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
      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 and reasonably acceptable to the Company)
      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) promulgated under the
      Securities Act.

     

    8.  Piggyback
      Registration.
      If the
      Company proposes to register (including for this purpose a registration
      statement effected by the Company for shareholders) any of its stock or other
      securities under the 1933 Act (other than an exchange registration on Form
      S-4),
      the Company shall, at such time, promptly give the Holder of this Warrant
      written notice of such registration. Upon the written request of the Holder
      given within five (5) days after mailing of such notice by the Company, the
      Company shall cause in such registration to be registered under the 1933 Act
      all
      of the securities that Holder has requested to be registered pursuant to this
      Warrant.

     

    9.  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, 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.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    10.  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.

     

    11.  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.

     

    12.  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.

     

    13.  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 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, at the option of
      the
      Holder, (a) 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
      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 or (b) cash equal to the value
      of
      this Warrant as determined in accordance with the Black Scholes option pricing
      formula. 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 13. For purposes of this Section
      13, “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 13 shall similarly apply to successive reorganizations,
      reclassifications, mergers, consolidations or disposition of assets.


     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    14.  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.

     

    15.  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.

     

    16.  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

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    (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
      10
      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 5 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 Warrant Shares
      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 18(d).

     

    17.  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 of the Trading Market upon which the Common Stock may be
      listed.

     

    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.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    Before
      taking any action which 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.

     

    18.  Miscellaneous.

     

    (a)  Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be determined in accordance with the provisions of the
      Service Agreement.

     

    (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.
      Any
      notice, request or other document required or permitted to be given or delivered
      to the Holder by the Company shall be delivered in accordance with the notice
      provisions of the Service Agreement.

     

    (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.
      The
      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.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (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

        
          

        

      

      
         

      

    

    


     

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

     

    


    Dated:
      July _, 2006

    


    ADERA
      MINES LIMITED

    


    


    By:
      ____________________________________

    Name:
      Stewart J. Asbury III

      
      Title:
      President

     

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    


    NOTICE
      OF EXERCISE

     

    To: Adera
      Mines Limited

     

    (1)  The
      undersigned hereby elects to purchase _____________ shares of common stock
      of
      Adera Mines Limited and hereby (a) tenders payment of the exercise price in
      full, together with all applicable transfer taxes, if any, or (b) requests
      that
      the Company change the warrant as provided in Section 4 of the
      Warrant.

     

    (2)  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:

     

    _______________________________

     

     

    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:
      ________________________

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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

     

    _______________________________________________________________.

     

    _______________________________________________________________

     

    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.