EXHIBIT 4.2

                This Warrant will be void and of no value
              unless exercised on or before 4:00 o'clock in
        the afternoon (Pacific Standard Time) on February 28, 2004

                    THIS WARRANT IS NON-TRANSFERABLE

              WARRANT FOR THE PURCHASE OF COMMON SHARES OF

                          SCHOOLWEB SYSTEMS INC.

            (Incorporated under the laws of the State of Nevada)

Warrant Number: SPW-                   RIGHT TO PURCHASE      COMMON SHARES

THIS IS TO CERTIFY THAT, for value received,    (the "Holder"), is
entitled to subscribe for and purchase      fully paid and non-
assessable common shares without par value in the capital stock (as
constituted on (February 28, 2002) of SchoolWeb Systems Inc. (the
"Company") at the price of $0.50 per share at any time prior to
4:00 o'clock in the afternoon (Pacific Standard Time) on February
28, 2004.

The rights represented by this Warrant may be exercised by the
Holder, in whole or in part (but not as to a fractional share), by
completing the subscription form attached hereto and surrendering
this Warrant at the office of the Company at Suite 210 - 815 West
Hastings St. Vancouver, British Columbia, V6C 1B4, together with a
certified cheque, money order or bank draft payable to or to the
order of the Company in payment of the purchase price of the number
of Common Shares subscribed for.

In the event of an exercise of the rights represented by this
Warrant, certificates for the Common Shares so purchased shall be
delivered to the Holder within a reasonable time, not exceeding ten
(10) days after the rights represented by this Warrant shall have
been exercised and, unless this Warrant has expired, a new Warrant
representing the number of Common Shares, if any, with respect to
which this Warrant shall not then have been exercised shall also be
issued to the Holder within such time.

The Company covenants and agrees that all Common Shares which may
be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be fully paid and non-assessable.  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 a sufficient
number of Common Shares to provide for the exercise of the rights
represented by this Warrant.

               The following are the terms and conditions
                       referred to in this Warrant:

1.  In the event of any subdivision of the Common Shares of the
Company as such shares are constituted on the date hereof, at
any time while this Warrant is outstanding, into a greater
number of Common Shares, the Company will thereafter deliver
at the time or times of purchase of shares hereunder, in
addition to the number of shares in respect of which the right
to purchase is then being exercised, such additional number of
shares as result from such subdivision without any additional
payment or other consideration therefor.

2.  In the event of any consolidation of the Common Shares of the
Company as such shares are constituted on the date hereof, at
any time while this Warrant is outstanding, into a lesser
number of Common Shares, the number of shares represented by
this Warrant shall thereafter be deemed to be consolidated in
like manner and any subscription by the Holder for shares
hereunder shall be deemed to be a subscription for shares of
the Company as consolidated.

3.  In the event of any reclassification of the Common Shares of
the Company at any time while this Warrant is outstanding, the
Company shall thereafter deliver at the time of the purchase
of shares hereunder the number of shares of the appropriate
class resulting from the reclassification as the Holder would
have been entitled to receive in respect of the number of
shares so purchased had the right to purchase been exercised
before such reclassification.

4.  As used herein, the term "Common Shares" shall mean and
include the Company's presently authorized Common Shares and
shall also include any capital stock of any class of the
Company hereafter authorized which shall not be limited to a
fixed sum or percentage in respect of the rights of the holder
thereof to participate in dividends and in the distribution of
assets upon the voluntary or involuntary liquidation,
dissolution or winding up of the Company.

5.  This Warrant shall not entitle the Holder to any rights as a
member of the Company, including without limitation, voting rights.

6.  The Holder, by acceptance of this Warrant, agrees that this Warrant, any
shares acquired by the Holder pursuant to this Warrant and all rights hereunder
are non-transferable and further agrees that the Company may, on the
certificate representing any shares acquired by the Holder pursuant
to this Warrant, print any legend regarding resale restrictions or hold periods
which the Company, in its sole discretion acting reasonably, may determine
apply as a result of the jurisdiction of residency of the Holder.

IN WITNESS WHEREOF SchoolWeb Systems Inc. has executed this Warrant
as of         .

SCHOOLWEB SYSTEMS INC.


Per: _________________________________
Authorized Signatory


                                  SUBSCRIPTION FORM


To:  SchoolWeb Systems Inc.


The holder of the within Share Purchase Warrant, hereby subscribes
for ________ Common Shares referred to therein according to the
terms and conditions thereof, and herewith makes payment of the
purchase price in full for the said number of shares at the rate of
$0.50 per share from February 28, 2002 until February 28, 2004.



DATED this ____ day of _____________, 20___.

_______________________________
Signature of Warrant Holder