WARRANT

CERTIFICATE NO. WC 002

18,764,073 WARRANTS entitling the Holder to acquire, subject to adjustment, one common share (a “Common Share”) for each Warrant represented hereby for the price of US$0.003997 (the “Exercise Price”)

(a)

duly completing and executing the Exercise Form attached hereto;

(b)

delivering a certified check or bank draft (or payment of the same amount in such other manner as is acceptable to the Corporation) for the aggregate Exercise Price made payable to the Corporation in respect of the Warrants to be exercised to the Corporation at the address specified in the Exercise Form; and

(c)

surrendering this Warrant Certificate to the Corporation at its address specified in the said Exercise Form.

ELMINDA INC.

Per:

Authorized Signing Officer

TO:

ELMINDA INC.

NAME

Per:

REGISTRATION INSTRUCTIONS:

DELIVERY INSTRUCTIONS:

Instructions:

Contact Name

1.

The Holder may exercise its right to receive Common Shares by completing this form and surrendering this form and the Warrant Certificate being exercised, together with a certified check or bank draft (or payment of the same amount in such other manner as is acceptable to the Corporation) for the aggregate Exercise Price, to the Corporation. Certificates for Common Shares will be delivered or mailed within five (5) Business Days after the exercise of the Warrants in accordance with the provisions of Exhibit “I”. Immediately after the Expiry Time, all rights hereunder shall cease and terminate and the Warrants shall be void and of no further force or effect.

2.

If the Exercise Form indicates that Common Shares are to be issued to a person or persons other than the Holder, the signature of the Holder on the Exercise 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.

3.

If the Exercise 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 Corporation.

1.1

Definitions

(a)

“Business Day” means a day which is not Saturday or Sunday or a legal holiday in Toronto, Ontario;

(b)

“Certificate” or “Warrant Certificate” means this certificate and all attachments hereto;

(c)

“Common Shares” means the Common Shares of the Corporation;

(d)

“Corporation’s auditors” means a firm of chartered accountants duly appointed as auditors of the Corporation;

(e)

“Counsel” means a barrister or solicitor or a firm of barristers and solicitors retained by the Corporation;

(f)

“Director” means a director of the Corporation for the time being and, unless otherwise specified herein, reference to action “by the directors” means action by the directors of the Corporation as a board or, whenever duly empowered, action by any committee of such board;

(g)

“Effective Date” means the date of this Warrant Certificate;

(h)

“Exercise Price” means the consideration required to be paid to the Corporation on exercise of the right granted by each Warrant to purchase a Common Share of the Corporation presently being US$0.003997 per Common Share, subject to adjustment in accordance herewith;

(i)

“Expiry Date” means July 4, 2025;

(j)

“Expiry Time” means 4:30 p.m. (Toronto Time) on the Expiry Date;

(k)

“Holder” means the registered owner of the Warrants set out on the face page of this Warrant Certificate;

(l)

“Person” means an individual, body corporate, partnership, trust, trustee, executor, administrator, legal representative or any unincorporated organization;

(m)

“Shareholder” means a holder of record of one or more Common Shares;

(n)

“Subsidiary” means any corporation of which more than fifty (50%) percent of the outstanding voting shares are owned, directly or indirectly, by or for the Corporation, provided that the ownership of such shares confers the right to elect at least a majority of the board of directors of such corporation and includes any entity in like relation to a Subsidiary;

(o)

“United States” and “U.S. Person” have the meanings given to such terms in Rule 902 of Regulation S under the U.S. Securities Act;

(p)

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; and

(q)

“Warrants” or “Warrant” means the Warrants represented by this Warrant Certificate entitling the Holder to acquire the number of Common Shares set out on the face page of this Warrant Certificate, subject to adjustment as hereinafter provided.

1.2

Gender and Number

1.3

Interpretation not Affected by Headings, etc.

1.4

Day not a Business Day

1.5

Time of the Essence

1.6

Applicable Law

2.1

Transfer of Warrants

2.2

Warrants

2.3

Issue in Substitution for Warrant Certificates Lost

3.1

Method of Exercise of Warrants

(a)

The Holder may exercise the right evidenced by this Warrant Certificate conferred on the Holder to subscribe for Common Shares by surrendering, after the Effective Date and prior to the Expiry Time, to the Corporation at its address specified in Section 6.1 hereof, this Warrant Certificate with a duly completed and executed exercise form together with a certified check or bank draft (or payment of the same amount in such other manner as is acceptable to the Corporation) made payable to the Corporation in the amount of the aggregate Exercise Price.

(b)

Any exercise form referred to in subsection 3.1(a) shall be signed by the Holder and shall specify the number of Common Shares which the Holder wishes to purchase (being not more than those which the Holder is entitled to subscribe for pursuant to this Warrant Certificate).

3.2

Effect of Exercise of Warrants

(a)

Upon compliance by the Holder with the provisions of Section 3.1, and subject to Section 3.3, the Common Shares subscribed for shall be deemed to have been issued and the Holder shall be deemed to have become the holder or holders of record of such Common Shares on the date of such exercise unless the transfer registers of the Corporation shall be closed on such date, in which case the Common Shares subscribed for shall be deemed to have been issued and the Holder deemed to have become the holder or holders of record of such Common Shares, on the date on which such transfer registers are reopened.

(b)

Within three (3) Business Days after the date of exercise of a Warrant as set forth above, the Corporation shall cause to be mailed to the Holder, at the address specified in such subscription or, if so specified in such subscription, cause to be delivered to the Holder at the registered office of the Corporation, certificates evidencing the appropriate number of Common Shares subscribed for.

3.3

Partial Exercise of Warrants

3.4

Expiration of Warrants

3.5

Cancellation of Surrendered Warrants

3.6

U.S. Restrictions on Exercise

4.1

Adjustment for Warrants

(a)

if and whenever at any time prior to the Expiry Date, the Corporation shall: (i) subdivide or redivide the outstanding Common Shares into a greater number of shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares, or (iii) issue Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course (as defined below)) (any of such events herein called a “Common Share Reorganization”), the Exercise Price in effect on the effective date of any such event shall be adjusted immediately after such event or on the record date for such issue of Common Shares by way of stock dividend, as the case may be, so that it shall equal the amount determined by multiplying the Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the total number of Common Shares outstanding immediately prior to such event and of which the denominator shall be the total number of Common Shares outstanding immediately after such event. The number of Common Shares which the Holder is entitled to purchase for each Warrant shall be adjusted at the same time by multiplying the number of Common Shares which the Holder is entitled to acquire prior to such adjustment by the inverse of the aforesaid fraction. Any such adjustments shall be made successively whenever any event referred to in this subparagraph (a) shall occur and any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares immediately after such event under subparagraphs (a) and (c) of this paragraph.

(b)

If and whenever at any time prior to the Expiry Date the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all of the holders of the outstanding Common Shares, entitling them, for a period expiring not more than 45 days after such record date (the “Rights Period”), to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price on such record date (any of such events being hereinafter called a “Rights Offering”), the Corporation shall give the Holder written notice of such proposed issuance of rights, options or warrants at least 15 days prior to such record date at the Holder’s latest address on the books of the Corporation, and the Exercise Price shall be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:

(i)

the numerator of which shall be the aggregate of:

(ii)

the denominator of which shall be the number of Common Shares outstanding immediately after the end of the Rights Period (after giving effect to the Rights Offering, including the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options (or securities derived therefrom) distributed under the Rights Offering).

(c)

If at any time after the date hereof and prior to the Expiry Date, the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all of the Common Shares of:

(i)

shares of the Corporation of any class other than Common Shares;

(ii)

rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares (other than rights, options or warrants pursuant to which holders of Common Shares are entitled, during a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Shares at a price per share (or in the case of securities exchangeable for or convertible into Common Shares at an exchange or conversion price per share at the date of issue of such securities) of at least 95% of the Current Market Price of the Common Shares on such record date);

(iii)

evidences of indebtedness of the Corporation; or

(iv)

any property or assets of the Corporation (for greater certainty, excluding a cash Dividend Paid in the Ordinary Course);

(I)

the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date, and

(II)

the fair value, as determined by the directors of the Corporation, to the holders of the Common Shares of the shares, rights, options, warrants, evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution, and

(d)

For the purpose of any determination in this paragraph, the “Current Market Price” per Common Share at any date shall be the weighted average price per share for such shares for any 20 consecutive trading days (such 20 consecutive trading days being selected by the Corporation) commencing not more than 45 trading days before such date on any recognized exchange in North America or, if the Common Shares are not listed on such stock exchange, on such stock exchange on which such Common Shares are listed as may be selected for such purpose by the board of directors of the Corporation, or if such Common Shares are not listed on any stock exchange then as determined in good faith by the board of directors of the Corporation. The weighted average price shall be determined by dividing the aggregate sale price of all such Common Shares sold on the said exchange or market, as the case may be, during the said 20 consecutive trading days by the total number of such Common Shares so sold. If such Common Shares are not listed on any stock exchange or traded on an over-the-counter market, the Current Market Price shall be determined in good faith by the board of directors of the Corporation.

(e)

For the purpose of any determination in this paragraph, “Dividends Paid in the Ordinary Course” means cash dividends declared payable on the Common Shares in any fiscal year of the Corporation to the extent that such cash dividends do not exceed, in the aggregate, the greatest of: (i) 200% of the aggregate amount of cash dividends declared payable by the Corporation on the Common Shares in its immediately preceding fiscal year, (ii) 300% of the arithmetic mean of the aggregate amounts of cash dividends declared payable by the Corporation on the Common Shares in its three immediately preceding fiscal years and (iii) 100% of the aggregate consolidated net income of the Corporation, before extraordinary items, for its immediately preceding fiscal year.

(f)

If and whenever at any time prior to the Expiry Date there is a reclassification of the Common Shares at any time outstanding or a change of the Common Shares into other shares or a capital reorganization of the Corporation not covered in subparagraph (a) or a consolidation amalgamation or merger of the Corporation with or into any other corporation or a sale of the property and assets of the Corporation as or substantially as an entirety to any other person, a Holder of Warrants which have not been exercised prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, merger or sale shall, upon the exercise of such Warrants, be entitled to receive and shall accept in lieu of the number of Common Shares as then constituted and to which the Holder was previously entitled upon exercise of the Warrants, for the same aggregate consideration payable therefor, the number of shares or other securities or property of the Corporation or of the corporation resulting from such reclassification, capital reorganization, consolidation, amalgamation or merger or of the person to which such sale may be made, as the case may be, that such Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, merger or sale on the effective date thereof had the Holder been the registered holder of the number of Common Shares to which the Holder was previously entitled upon due exercise of the Warrants; and in any case, necessary and appropriate adjustments shall be made in the application of the provisions herein with respect to the rights and interests thereafter of the Holders of the Warrants to the end that the provisions set forth herein shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares or securities or property to which the Holder of Warrants may be entitled upon the exercise of such Warrants thereafter.

(g)

In any case in which this paragraph requires that an adjustment become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the Holder of any Warrant exercised after such record date and before the occurrence of such event the kind and amount of shares, other securities or property to which he would be entitled upon such exercise by reason of the adjustment required by such event, provided that the Corporation shall deliver to such Holder an appropriate instrument evidencing such Holder’s right to receive the kind and amount of shares, other securities or property to which he would be entitled upon the occurrence of the event requiring such adjustment and the right to receive any distributions made or declared in favor of holders of record of Common Shares as constituted from time to time on and after such date as such Holder would, but for the provisions of this subparagraph (g), have received, or become entitled to receive, on such exercise.

(h)

The adjustments provided for in this paragraph are cumulative and shall apply to successive subdivision, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this paragraph, provided that notwithstanding any other provision of this paragraph: (i) no adjustment of the Exercise Price or number of Common Shares, as then constituted, purchasable shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect or of the number of Common Shares, as then constituted, purchasable and (ii) any adjustments which by reason of this subparagraph (h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

(i)

In the event of any question arising with respect to the adjustments provided in this paragraph, such question shall be conclusively determined by the auditors of the Corporation. The auditors shall have access to all necessary records of the Corporation and such determination shall be binding upon the Corporation and the Holder.

(j)

As a condition precedent to the taking of any action which would require an adjustment in any of the subscription rights pursuant to any of the Warrants, including the number of Common Shares which are to be received upon the exercise thereof, the Corporation shall take any action which, in the opinion of Counsel, may be necessary in order that the Corporation may validly and legally issue as fully paid and non-assessable all the Common Shares which the Holder of such Warrants is entitled to receive on the full exercise thereof in accordance with the provisions hereof.

(k)

No adjustments shall be made pursuant to this paragraph if the Holder is entitled to participate in any event described in this paragraph on the same terms, mutatis mutandis, as if the Holder had exercised his Warrants prior to or on the effective date or record date of such event.

(l)

In case the Corporation shall take any action, other than action described in this paragraph, affecting the Common Shares which, in the opinion of the Board of Directors of the Corporation would materially affect the rights of the Holder, the Exercise Price and/or the number of Common Shares which may be acquired upon exercise of a Warrant shall be adjusted by action of the Board of Directors in such manner and at such time as they may determine in their sole discretion to be equitable in the circumstances, provided that no such adjustment will be made unless prior approval of all stock exchanges on which the Common Shares are listed for trading has been obtained. Failure of the Board of Directors to make such an adjustment shall be conclusive evidence that the Board of Directors have determined that it is equitable to make no adjustments in the circumstances.

4.2

Entitlement to Common Share on Exercise of Warrant

4.3

No Adjustment for Certain Transactions

5.1

General Covenants

(a)

it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants represented hereby;

(b)

it will cause the Common Shares from time to time acquired pursuant to the exercise of the Warrants represented hereby to be duly issued and delivered in accordance with the terms hereof;

(c)

all Common Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable;

(d)

it will maintain its corporate existence; and

(e)

generally, it will perform and carry out all of the acts or things to be done by it as provided herein.

5.2

Securities Qualification Requirements

(a)

If, in the opinion of Counsel, any instrument is required to be filed with, or any permission is required to be obtained from any governmental authority in Canada or any other step is required under any federal or provincial law of Canada before any Common Shares which the Holder is entitled to acquire pursuant to the exercise of any Warrant may properly and legally be issued upon due exercise thereof and thereafter traded without further formality or restriction (other than customary securities law restrictions, including those applicable to the resale of Common Shares acquired on exercise of Warrants under applicable U.S. securities laws), the Corporation covenants that it will take such required action.

(b)

If, in the opinion of Counsel, notice is necessary, the Corporation will give notice of the issue of Common Shares pursuant to the exercise of Warrants, in such detail as may be required, to each securities commission or similar regulatory authority in each jurisdiction in Canada in which there is legislation or regulation permitting or requiring the giving of any such notice in order that such issue of Common Shares and the subsequent disposition of the Common Shares so issued will not be subject to the prospectus qualification requirements of such legislation or regulation.

(c)

If for any reason, other than the failure or default of the Holder, the Corporation is unable to issue and deliver the Common Shares or other securities as contemplated herein to the Holder upon the proper exercise of the Holder of the Warrants evidenced hereby, the Corporation will use its best efforts to obtain such orders, rulings or other relief that will enable the Corporation to issue and deliver the Common Shares or other securities as contemplated herein to the Holder.

6.1

Notice to the Corporation

(a)

Unless herein otherwise expressly provided, any notice to be given or delivery to be made hereunder to the Corporation shall be deemed to be validly given if delivered or if sent by registered letter, postage prepaid or by email to:

(b)

The Corporation may from time to time notify the Holder in the manner provided in subsection 6.2(a) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation for all purposes of this Warrant Certificate.

(c)

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Corporation hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to which it is addressed or, if it is delivered to such party at the appropriate address provided in subsection 6.1(a), by facsimile or other means of prepaid, transmitted and recorded communication.

6.2

Notice to the Holder

(a)

Any notice to the Holder under the provisions hereof shall be valid and effective if sent by facsimile or letter or circular through the ordinary post addressed to the Holder at its post office address appearing on the register hereinbefore mentioned and shall be deemed to have been effectively given on the date of delivery or, if mailed, five (5) Business Days following actual posting of the notice.

(b)

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Holder hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered personally to such Holder or if delivered to the address for such Holder contained in the register of Warrants maintained by the Corporation, by facsimile or other means of prepaid transmitted and recorded communication.

6.3

Ownership of Warrants

6.4

Provisions of Warrants for the Sole Benefit of Holder and Corporation

6.5

Successors and Assigns

6.6

Severability