Warrant Terms and Conditions

Exhibit 10.10

1. Exercise of Warrants.

(a)  Subject to subsection (b) of this Section 1 and Section 11 below, upon presentation and surrender of the Warrant Certificate, with the attached Purchase Form duly executed, at the company’s solicitor’s office, William L. Macdonald, Macdonald Tuskey, Corporate and Securities Lawyers, 1210 - 777 Hornby Street, Vancouver, British Columbia V6Z 1S4  or at such other place as the Company may designate by notice to the Holder hereof, together with a check payable to the order of the Company in the amount of the Exercise Price times the number of Shares being purchased, the Company shall deliver to the Holder hereof, as promptly as practicable, certificates representing the Shares being purchased. The Warrant may be exercised in whole or in part; and, in case of exercise hereof in part only, the Company, upon surrender hereof, will deliver to the Holder a new Warrant Certificate or Warrant Certificates of like tenor entitling the Holder to purchase the number of Shares as to which the Warrant has not been exercised.

(b)  The Warrant may be exercised in whole or in part at any time prior to 5:00 o'clock P.M., Pacific Time, on September 30, 2011for the $3.00 warrants and the $5.00 piggyback warrants may be exercised in whole or in part at any time prior to 5:00 o’clock P.M., Pacific Time, on September 30, 2012.

2. Exchange and Transfer of Warrant. The Warrant:

(a)  at any time prior to the exercise hereof, upon presentation and surrender to the Company, may be exchanged, alone or with other Warrants of like tenor registered in the name of the Holder, for another Warrant or other Warrants of like tenor in the name of such Holder exercisable for the same aggregate number of Shares as the Warrant or Warrants surrendered,

(b)  may be sold, transferred, hypothecated, or assigned, in whole or in part, with  the prior written consent of the Company, which shall not be unreasonably withheld.

3. Rights and Obligations of Warrant Holder.

(a)  The Holder of the Warrant Certificate shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or in equity; provided, however, in the event that any certificate representing the Shares is issued to the Holder hereof upon exercise of the Warrant, such Holder shall, for all purposes, be deemed to have become the holder of record of such Shares on the date on which the Warrant Certificate, together with a duly executed Purchase Form, was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such Share certificate. The rights of the Holder of the Warrant are limited to those expressed herein and the Holder of the Warrant, by its acceptance hereof, consents to and agrees to be bound by and to comply with all the provisions of the Warrant Certificate, including, without limitation, all the obligations imposed upon the Holder hereof by Sections 2 and 5 hereof. In addition, the Holder of the Warrant Certificate, by accepting the same, agrees that the Company may deem and treat the person in whose name the Warrant Certificate is registered on the books of the Company maintained for such purpose as the absolute, true and lawful owner for all purposes whatsoever, notwithstanding any notation of ownership or other writing thereon, and the Company shall not be affected by any notice to the contrary.

(b)  No Holder of the Warrant Certificate, as such, shall be entitled to vote or receive distributions or to be deemed the holder of Shares for any purpose, nor shall anything contained in the Warrant Certificate be construed to confer upon any Holder of the Warrant Certificate, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any action by the Company, whether upon any recapitalization, issue of stock, reclassification of stock, merger, conveyance or otherwise, receive notice of meetings or other action affecting stockholders (except for notices provided for herein), receive distributions, subscription rights, or otherwise, until the Warrant shall have been exercised and the Shares purchasable upon the exercise thereof shall have become deliverable as provided herein; provided, however, that

any such exercise on any date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for those Shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open, and the Warrant surrendered shall not be deemed to have been exercised, in whole or in part as the case may be, until the next succeeding day on which stock transfer books are open for the purpose of determining entitlement to distributions on the Company's common stock.

4. Shares Underlying Warrants. The Company covenants and agrees that all Shares delivered upon exercise of the Warrant shall, upon delivery and payment therefor, be duly and validly authorized and issued, fully-paid and non-assessable, and free from all stamp taxes, liens, and charges with respect to the purchase thereof. In addition, the Company agrees at all times to reserve and keep available an authorized number of Shares sufficient to permit the exercise in full of the Warrant.  The Company agrees to submit, on a best efforts basis, its Registration Statement to the Securities and Exchange Commission within sixty days of the close of the merger to register the underlying shares.

5. Disposition of Warrants or Shares.

(a)  The holder of the Warrant Certificate and any transferee hereof or of the Shares issuable upon the exercise of the Warrant Certificate, by their acceptance hereof, hereby understand and agree that the Warrant, and the Shares issuable upon the exercise hereof,  may have not been registered under either the Securities Act of 1933 (the "Act") or applicable state securities laws (the "State Acts") and unless registered shall not be sold, pledged, hypothecated, donated, or otherwise transferred (whether or not for consideration) except upon the issuance to the Company of a favorable opinion of counsel or submission to the Company of such evidence as may be satisfactory to counsel to the Company, in each such case, to the effect that any such transfer shall not be in violation of the Act and the State Acts. It shall be a condition to the transfer of the Warrant that any transferee  thereof  deliver to the Company its written agreement to accept and be bound by all of the terms and conditions of the Warrant Certificate.

(b)  Unless and until there is an effective registration statement filed with the U.S. Securities and Exchange Commission for the Common Stock underlying the Warrant, the stock certificates of the Company that will evidence the shares of Common Stock with respect to which the Warrant may be exercisable will be imprinted with conspicuous legend in substantially the following form: