Exercise of Warrants

Exercise Price. The Exercise Price of the Warrants shall be:

$0.y per Warrant with respect to the Warrants exercised.

Election to Exercise. The Warrants may be exercised by the Holder at any time and from time to time during the period commencing on the date hereof and ending at the Expiry Time. The Warrants may be exercised, in whole or in part, by delivering of each of the following (the "Exercise Deliveries") to the Corporation:

this Certificate;

an election to exercise (the "Exercise Notice"), in substantially the form attached to this Certificate as Schedule A, specifying the number of Warrants being exercised and otherwise properly completed and executed by the Holder, and

payment to the Corporation (in cash, by certified cheque or by bank draft) of the Exercise Price for the Warrants being exercised.

In order to be effective, the Exercise Deliveries must be received by the Corporation prior to the Expiry Time at the Corporation's Canadian offices at 338 Church Street, Oakville, Ontario Canada, L6J 1P1 or at such other address in Canada as may be notified in writing by the Corporation. The date upon which the Corporation receives the Exercise Deliveries is referred to as the “Exercise Date”.

Issuance. Upon exercise of any Warrants, the person or persons to whom securities are to be issued shall be deemed to have become the holder or holders of record of the securities to which they are entitled. The securities issuable upon the exercise of the Warrants are referred to as the “Warrant Shares”.

Share Certificates. As promptly as practicable after the Exercise Date, the Corporation shall issue and deliver to the Holder:

a certificate or certificates for the Warrant Shares, registered as called for in the Exercise Notice, and

a new warrant certificate containing the same terms and conditions as this Certificate, and representing the unexercised Warrants (if any).

Fractional Shares. No fractional Warrant Shares shall be issued upon exercise of any Warrant. The number of Warrant Shares to be issued shall be rounded down to the nearest whole share.

Expiry. Each unexercised Warrant shall expire and all rights to exercise that Warrant shall cease and become null and void at the Expiry Time.

Adjustments

Subdivision or Share Dividend. If and whenever the Corporation shall

subdivide or redivide the outstanding Common Shares into a greater number of shares; or

issue any Common Shares of the Corporation to the holders of all or substantially all of the outstanding Common Shares as a share dividend;

the number of Common Shares to be received upon exercise of any Warrant after such subdivision or redivision, or on or after the record date for the share dividend, as the case may be, shall be increased in that proportion which the number of Common Shares outstanding before such subdivision, redivision or dividend bears to the number of Common Shares outstanding after such subdivision, redivision or dividend. Any issue of Common Shares as a share dividend shall be deemed to have been made on the record date fixed for that share dividend for the purpose of calculating the number of outstanding Common Shares under this section.

This section shall not apply to Common Shares distributed to holders of Common Shares in lieu of a cash dividend, if the value at which those shares are issued in satisfaction of the cash dividend is not less than 90% of the Market Price. The “Market Price” on any date means the average of the closing price of the Common Shares on any stock exchange on which the Common Shares are listed during the 10 consecutive trading days ending on the trading day prior to such date, or if the Common Shares are not listed on any exchange, the Market Price on any date means the fair value of the Common Shares on that date as determined by the directors of the Corporation.

Consolidation of Common Shares. If and whenever the Corporation shall reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares, the number of Common Shares to be received upon exercise of any Warrant after such reduction, combination, or consolidation shall be decreased in that proportion which the number of Common Shares outstanding before such reduction, combination, or consolidation bears to the number of Common Shares outstanding after such reduction, combination or consolidation.

Change or Reclassification of Common Shares. If and whenever the Corporation shall change or reclassify its outstanding Common Shares into a different class of securities, the number and kind of securities to be received upon exercise of any Warrants after that change or reclassification shall be that number of the successor class of securities which a holder of the number of Common Shares subject to each such exercised Warrant immediately prior to the change or reclassification would have been entitled to by reason of such change or reclassification.

Corporate Changes. If there shall occur:

any reorganization of the share capital of the Corporation not provided for in sections 2(a), 2(b) or 2(c), or

any consolidation or merger of the Corporation with another corporation, or the sale of all or substantially all of the Corporation’s assets to another corporation, shall be effected in such a way that holders of Common Shares shall be entitled to receive shares, securities or assets with respect to or in exchange for Common Shares,

each unexercised Warrant shall be adjusted so as to be exercisable for the shares, securities or assets to which the Holder would have been entitled by reason of such reorganization, consolidation, merger or sale had the Holder exercised the Warrant prior to such reorganization, consolidation, merger or sale.

Notice of Adjustment. Upon any adjustment of the number of Common Shares, the Corporation shall give written notice thereof to the Holder, which notice (i) shall state the number of Common Shares or other shares, securities or assets subject to each unexercised Warrant resulting from such adjustment, if any, and (ii) shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Common Shares to be Reserved

Issuance Charge

Voting

Limitation on Transfer

Replacement

Governing Law

Successors

No Waiver

Time

Currency