Exhibit 2.5

                                YORK MEDICAL INC.

                             - WARRANT CERTIFICATE -

         For value received,  York Medical Inc. (the "COMPANY") hereby grants to
BioStar Inc. (the "WARRANT  HOLDER") 37,500  warrants (the "BIOSTAR  WARRANTS").
Subject  to  the  terms  and  conditions  set  forth  in  herein  (the  "WARRANT
AGREEMENT"),  each BioStar  Warrant shall entitle the holder thereof to purchase
from the Company,  subject to adjustment as provided herein,  one fully paid and
non-assessable  common  share (a "COMMON  SHARE") of the  Company.  The  BioStar
Warrants  may be  exercised  in  accordance  with and subject to the  provisions
hereof,  in whole or in part,  at any time and from  time to time,  ninety  days
following the date hereof and prior to the Time of Expiry (as defined  below) at
an exercise  price of $9.00 per Common  Share (the  "SUBSCRIPTION  PRICE").  The
number of Common  Shares  which the Warrant  Holder is entitled to acquire  upon
exercise of the BioStar Warrants (and the  Subscription  Price per Common Share)
are subject to adjustment as hereinafter provided.

         For the purpose of this BioStar  Warrant  certificate  "TIME OF EXPIRY"
means 5:00 p.m.  (Toronto time) on the date which is the fifth  anniversary date
of the date hereof.

1.       EXERCISE OF BIOSTAR WARRANTS

         (a) Election to Purchase.  Subject to  provisions  hereof,  the BioStar
         Warrants may be exercised by the Warrant  Holder,  in whole or in part,
         from time to time,  and in  accordance  with the  provisions  hereof by
         delivery of:

         (i)      an Election to Purchase,  in  substantially  the form attached
                  hereto as Exhibit 1, duly completed and executed; and

         (ii)     a certified  cheque,  bank draft or cash in an amount equal to
                  the  aggregate  Subscription  Price to  acquire  the number of
                  Common Shares specified in the Election to Purchase,

         to the Company at the principal  offices of the Company at 5045 Orbitor
         Drive, Bldg. 11, Suite 400, Mississauga,  Ontario,  Canada, L4W 4Y4, or
         such other  address in Canada as the Warrant  Holder may be notified of
         in writing by the Company (the  "COMPANY  OFFICE") at any time prior to
         the Time of Expiry.

         In case of the purchase of less than all the Common Shares  purchasable
         under the BioStar  Warrants,  the Warrant  Holder  shall be entitled to
         receive  a new  BioStar  Warrant  certificate  in  respect  of  BioStar
         Warrants not then exercised.

         (b) Exercise. The Company shall, on the day (being any day other than a
         Saturday,  Sunday or statutory holiday in the City of Toronto, Ontario)
         (the "EXERCISE DATE") it receives:




         (i)      a duly completed and executed Election to Purchase; and

         (ii)     the  aggregate  Subscription  Price,  in the manner set out in
                  Paragraph  1(a)  hereof,  for  the  number  of  Common  Shares
                  specified in the Election to Purchase,

         issue  that  number of  Common  Shares  specified  in the  Election  to
         Purchase as fully paid and non-assessable  shares of the Company.  Such
         duly  executed  Election  to  Purchase  shall  constitute  the  Warrant
         Holder's   acknowledgment   of  and   undertaking   to  comply  to  the
         satisfaction of the Company and its counsel,  acting  reasonably,  with
         all applicable laws, rules, regulations and policies of each applicable
         exchange  upon which the Common  Shares may from time to time be listed
         or traded, and any other applicable regulatory authorities.

         (c)  Certificates.  As promptly as practicable after the Exercise Date,
         and in any event not later than three  business  days  thereafter,  the
         Company shall deliver to the Warrant Holder, registered in such name or
         names as the  Warrant  Holder may direct or, if no such  direction  has
         been  given,  in the  name of the  Warrant  Holder,  a  certificate  or
         certificates  for the  number of  Common  Shares  corresponding  to the
         number of Common  Shares  specified  in the  Election to  Purchase  and
         issued  hereunder.  To the extent permitted by law, such exercise shall
         be deemed  to have been  effected  as of the close of  business  on the
         Exercise Date and, at such time,  the rights of the Warrant Holder with
         respect  to the  portion  of  the  BioStar  Warrants  which  have  been
         exercised  as such shall  cease and the person or persons in whose name
         or names any certificate or  certificates  for Common Shares shall then
         be  issuable  upon such  exercise  shall be deemed to have  become  the
         holder or holders of record of the Common Shares represented thereby.

         (d)  Fractional  Shares.  No  fractional  shares  shall be issued  upon
         exercise of the BioStar  Warrants and no payment or adjustment shall be
         made upon any exercise on account of any cash dividends  accrued on the
         Common Shares issued upon such exercise.

         (e)  Corporate  Changes.  If, at any time after the Closing  Date,  the
         Company shall be a party to any reorganization,  merger,  amalgamation,
         dissolution or sale of all or substantially all of its assets,  whether
         or not the Company is the surviving entity, (the "ADJUSTING EVENT") the
         BioStar  Warrants shall be adjusted so as to apply to the securities to
         which  the  holder  of that  number of  Common  Shares  subject  to the
         unexercised portion of the BioStar Warrants would have been entitled by
         reason of such  reorganization,  merger,  amalgamation,  dissolution or
         sale of all or  substantially  all of its assets,  and the Subscription
         Price shall be adjusted to be the amount  determined by multiplying the
         Subscription  Price in effect  immediately prior to the Adjusting Event
         by the number of Common Shares  subject to the  unexercised  portion of
         the  BioStar  Warrants  immediately  prior to the  Adjusting  Event and
         dividing the product  thereof by the number of  securities to which the
         holder of that  number  of Common  Shares  subject  to the  unexercised
         portion of the BioStar  Warrants  would have been entitled by reason of
         such Adjusting Event.



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         (f) Subdivision or Consolidation of Common Shares

         (i)      If, at any time after the Closing Date, the Company subdivides
                  its outstanding  Common Shares into a greater number of Common
                  Shares,  the Subscription Price in effect immediately prior to
                  such  subdivision  shall  be   proportionately   reduced  and,
                  conversely,  if the outstanding Common Shares are consolidated
                  into a smaller number of Common Shares, the Subscription Price
                  in effect  immediately  prior to such  consolidation  shall be
                  proportionately increased.

         (ii)     Upon each  adjustment  of the  Subscription  Price as provided
                  herein,  the Warrant  Holder shall  thereafter  be entitled to
                  acquire,   at  the  Subscription  Price  resulting  from  such
                  adjustment,  the number of Common  Shares  (calculated  to the
                  nearest  whole  Common  Share)  obtained  by  multiplying  the
                  Subscription   Price  in  effect  immediately  prior  to  such
                  adjustment  by  the  number  of  Common  Shares  which  may be
                  acquired  hereunder  immediately  prior to such adjustment and
                  dividing  the  product  thereof  by  the  Subscription   Price
                  resulting from such adjustment.

         (g) Change or  Reclassification of Common Shares. If, at any time after
         the Closing Date, the Company changes or  reclassifies  its outstanding
         Common  Shares  into a  different  class  of  securities,  the  BioStar
         Warrants  shall be adjusted as follows so as to apply to the  successor
         class of securities:

         (i)      the  number of the  successor  class of  securities  which the
                  Warrant  Holder  shall be  entitled  to acquire  shall be that
                  number of the successor class of securities  which a holder of
                  that  number  of  Common  Shares  subject  to the  unexercised
                  portion  of the  BioStar  Warrants  immediately  prior  to the
                  change or  reclassification  would  have been  entitled  to by
                  reason of such change or reclassification; and

         (ii)     the Subscription  Price shall be determined by multiplying the
                  Subscription  Price in effect  immediately prior to the change
                  or  reclassification by the number of Common Shares subject to
                  the unexercised  portion of the BioStar  Warrants  immediately
                  prior to the  change or  reclassification,  and  dividing  the
                  product  thereof by the number of shares  determined in clause
                  2(g)(i) hereof.



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         (h) Additional  Subscriptions.  If, at any time after the Closing Date,
         the Company shall issue rights,  options or warrants (the  "RIGHTS") to
         all of its shareholders under which such holders 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,  or  securities
         exchangeable  for or  convertible  into Common  Shares,  at a price per
         share to the holder (or at an exchange or conversion price per share at
         the  date of  issue  of the  securities  to the  holder  in the case of
         securities  exchangeable for or convertible into Common Shares) of less
         than 95% of the Fair  Market  Value (as  hereinafter  defined)  for the
         Common  Shares on such record  date,  the  Subscription  Price shall be
         adjusted  immediately after such record date so that it shall equal the
         price  determined by multiplying  the  Subscription  Price in effect on
         such  record date by a fraction,  of which the  numerator  shall be the
         total number of Common Shares  outstanding on such record date plus the
         number  arrived at by dividing the aggregate  price of the total number
         of additional  Common Shares offered for  subscription  or purchase (or
         the  aggregate  conversion  or  exchange  price of the  convertible  or
         exchangeable  securities so offered) by such Fair Market Value,  and of
         which  the  denominator  shall be the total  number  of  Common  Shares
         outstanding  on such  record date plus the total  number of  additional
         Common Shares offered for  subscription  or purchase (or into which the
         convertible or  exchangeable  securities so offered are  convertible or
         exchangeable);  any Common  Shares  owned by or held for the account of
         the Company or any associate or affiliate (as such terms are defined in
         the Business Corporations Act (Ontario)) of the Company shall be deemed
         not to be  outstanding  for the purpose of any such  computation;  such
         adjustment  shall be made  successively  whenever such a record date is
         fixed; to the extent that any such rights,  options or warrants are not
         so issued or any such  rights,  options or warrants  are not  exercised
         prior to the expiration  thereof,  the Subscription Price shall then be
         re-adjusted to the Subscription  Price which would then be in effect if
         such record date had not been fixed or to the Subscription  Price which
         would  then be in effect  based  upon the  number of Common  Shares (or
         securities convertible into or exchangeable for Common Shares) actually
         issued upon the  exercise of such rights,  options or warrants,  as the
         case may be.

         (i) Carry Over of Adjustments.  No adjustment of the Subscription Price
         shall be made if the amount of such adjustment shall be less than 1% of
         the Subscription  Price in effect immediately prior to the event giving
         rise to the  adjustment;  provided,  however,  that in  such  case  any
         adjustment  that would  otherwise be required  then to be made shall be
         carried  forward and shall be made at the time of and together with the
         next  subsequent  adjustment  which,  together  with any  adjustment so
         carried forward, shall amount to at least 1% of the Subscription Price.



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         (j) Notice of  Adjustment.  Upon any adjustment of the number of Common
         Shares  subject to the BioStar  Warrants and upon any adjustment of the
         Subscription  Price,  then and in each  case  the  Company  shall  give
         written notice thereof to the Warrant Holder,  which notice shall state
         the  Subscription  Price  and the  number  of  Common  Shares  or other
         securities  subject to the unexercised  portion of the BioStar Warrants
         resulting from such  adjustment,  and shall upon receipt of the written
         request of the Warrant Holder set forth in reasonable detail the method
         of calculation and the facts upon which such calculation is based. Upon
         the  request of the Warrant  Holder,  and at its  expense,  the Company
         shall obtain a statement of the  Company's  auditors to the effect that
         such firm concurs with the Company's calculation of the adjustment.

         (k) Other Notices. If, at any time after the Closing Date:

         (i)      the Company  shall declare any dividend upon its Common Shares
                  payable in shares or other securities of the Company;

         (ii)     the  Company  shall  offer  for  subscription  pro rata to the
                  holders of its  Common  Shares  any  additional  shares of any
                  class or other rights;

         (iii)    there shall be any capital  reorganization or reclassification
                  of  the  capital  stock  of  the  Company,  or  consolidation,
                  amalgamation  or merger of the Company with, or sale of all or
                  substantially all of its assets to, another corporation; or

         (iv)     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 the
         Warrant Holder:

         (i)      at least 20 days' written  notice prior to the record date for
                  such  dividend,  distribution  or  subscription  rights or for
                  determining   rights   to  vote  in   respect   of  any   such
                  reorganization,   reclassification,   consolidation,   merger,
                  amalgamation,  sale,  dissolution,  liquidation or winding-up;
                  and

         (ii)     in the  case  of any  such  reorganization,  reclassification,
                  consolidation,   merger,   amalgamation,   sale,  dissolution,
                  liquidation  or  winding-up,  at least 20 days' prior  written
                  notice of the date when the same shall take place.



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         Such notice in accordance with the foregoing shall also specify:

         (i)      in the case of any such dividend, distribution or subscription
                  rights,  the date on which the holders of Common  Shares shall
                  be entitled  thereto,  and such notice in accordance  with the
                  foregoing; and

         (ii)     the  date on which  the  holders  of  Common  Shares  shall be
                  entitled to exchange  their Common  Shares for  securities  or
                  other   property  in  connection   with  the   reorganization,
                  reclassification,  consolidation,  merger, amalgamation, sale,
                  dissolution, liquidation or winding-up, as the case may be.

         (l) Common  Shares to be  Reserved.  The Company will at all times keep
         available,  and  reserve if  necessary,  out of its  authorized  Common
         Shares,  solely  for the  purpose  of issue  upon the  exercise  of the
         BioStar  Warrants,  such  number  of  Common  Shares  as shall  then be
         issuable  upon  the  exercise  of the  BioStar  Warrants.  The  Company
         covenants  and agrees that all Common Shares which shall be so issuable
         will,  upon issuance,  be duly  authorized and issued as fully paid and
         non-assessable.  The  Company  will  take  all such  actions  as may be
         possible to ensure that all such Common Shares may be so issued without
         violation of any applicable  requirements  of any  applicable  exchange
         upon which the Common  Shares of the Company may be listed or traded or
         in respect  of which the  Common  Shares  are  qualified  for  unlisted
         trading  privileges.  The  Company  will take all such  actions  as are
         within its power to ensure that all such Common Shares may be so issued
         without  violation of any applicable  law. The issuance of certificates
         for Common  Shares upon the exercise of the BioStar  Warrants  shall be
         made without charge to the Warrant Holder.

         (m) Listing.  The Company will, at its expense and as  expeditiously as
         possible, use its best efforts to cause all Common Shares issuable upon
         the  exercise  of  the  BioStar  Warrants  to be  duly  listed  on  all
         applicable  exchanges  on which the  Company's  Common  Shares are then
         trading immediately prior to the issuance of such shares.

         (n)  Fair  Market  Value.  For  the  purpose  of this  BioStar  Warrant
         certificate,  the "Fair Market Value" at any date shall be the weighted
         average  sale  price  per  Common  Share  (or,  as  applicable,   other
         securities)  of  the  Company  for  any  20  consecutive  trading  days
         (selected  by the  Company)  commencing  not more than 25 trading  days
         before such date on The Toronto Stock Exchange or, if the Common Shares
         (or,  as   applicable,   other   securities)  in  respect  of  which  a
         determination  of Fair Market Value is being made are not listed on The
         Toronto  Stock  Exchange,  on any stock  exchange  on which the  Common
         Shares are listed or, if the Common  Shares (or, as  applicable,  other
         securities)  are  not  listed  on  any  stock  exchange,  then  in  any
         over-the-counter  market or, if the Common  Shares (or, as  applicable,
         other securities) are not traded in any  over-the-counter  market,  the
         Fair Market Value shall be determined by the Company's auditors, on the
         basis of the highest  price  available for the Common Shares in an open
         and unrestricted market between informed and prudent parties, acting at
         arm's  length and under no  compulsion  to act,  expressed  in terms of
         cash, which determination  shall, absent manifest error, be conclusive.
         The  weighted  average sale price shall be  determined  by dividing the
         aggregate  sale price of all Common  Shares  sold on such  exchange  or
         market, as the case may be, during such 20 consecutive  trading days by
         the total number of Common Shares or, as applicable,  other  securities
         so sold.



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2.       NO TRANSFER

         The BioStar Warrants are  non-assignable  and  non-transferable  by the
Warrant Holder.

3.       REPLACEMENT

         Upon  receipt  of  evidence  satisfactory  to the  Company of the loss,
theft,  destruction or mutilation of this BioStar  Warrant  certificate  and, if
requested by the Company,  upon delivery of a bond of indemnity  satisfactory to
the  Company  (or,  in the case of  mutilation,  upon  surrender  of the BioStar
Warrant certificate), the Company will issue to the Warrant Holder a replacement
warrant  certificate  (containing  the same terms and conditions as this BioStar
Warrant certificate).

4.       EXPIRY DATE

         The BioStar  Warrants  shall  expire and all rights to purchase  Common
Shares hereunder shall cease and become null and void at the Time of Expiry.

5.       INABILITY TO DELIVER SHARES

         If for any  reason,  other than the  failure or default of the  Warrant
Holder,  the Company is unable to issue and  deliver the Common  Shares or other
securities contemplated herein to the Warrant Holder upon the proper exercise by
the Warrant Holder of the option to purchase any of the Common Shares covered by
the BioStar Warrants, the Company shall pay, at the option of the Warrant Holder
and in complete  satisfaction  of the Company's  obligations  hereunder,  to the
Warrant  Holder,  in  cash,  an  amount  equal  to the  difference  between  the
Subscription  Price and the Fair  Market  Value of such  Common  Shares or other
securities calculated as of the Exercise Date, within 30 days of being requested
to do so in writing by the Warrant  Holder,  in accordance  with the  provisions
hereof.



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6.       GOVERNING LAW

         The laws of the  Province  of Ontario  and the  federal  laws of Canada
applicable therein shall govern this BioStar Warrant certificate.

7.       CONFLICT

         The Warrant Holder hereby  acknowledges  that upon any conflict between
the terms of the Agency  Agreement  and this BioStar  Warrant  certificate,  the
terms of this BioStar Warrant certificate shall govern.

8.       SUCCESSORS

         Subject to the terms hereof,  the BioStar  Warrants  shall enure to the
benefit of and shall be binding  upon the  Warrant  Holder and the  Company  and
their respective successors.

         IN  WITNESS  WHEREOF  the  Company  has  caused  this  BioStar  Warrant
certificate to be signed by its duly authorized officers.

         DATED this 15th day of September, 2000.

                                YORK MEDICAL INC.

                                Per: ______________________________________
                                     Authorized Signing Officer

         AGREED AND ACCEPTED this       day of  , 2000.


                                BIOSTAR INC.

                                Per: ______________________________________
                                     Authorized Signing Officer



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                                    EXHIBIT 1

                              ELECTION TO PURCHASE

         Capitalized terms used herein have the meanings ascribed thereto in the
certificate  representing  the  warrants  executed  by York  Medical  Inc.  (the
"COMPANY") in favour of BioStar Inc. (the "WARRANT  HOLDER") dated September 15,
2000.

         The undersigned  Warrant Holder hereby  irrevocably  elects to exercise
the  BioStar  Warrants  granted by the Company  pursuant to the BioStar  Warrant
certificate  for the number of Common  Shares (or other  property or  securities
contemplated in the BioStar Warrant certificate) as set forth below:

         (a)      Number of shares to be acquired

         (b)      Subscription Price (per share)                $4.50

         (c)      Aggregate Subscription Price [(a)
                  multiplied by (b)]                            $

The Warrant Holder hereby tenders a certified cheque, bank draft or cash for
such aggregate Subscription Price and directs such Common Shares to be
registered and certificates therefor to be issued as directed below.

               DATED this        day of               ,                    .



                                        Per:______________________________
                                            Name:
                                            Title:

Direction as to Registration

Name of Registered Holder:

Address of Registered Holder:



[ ]      PLEASE CHECK THIS BOX IF THE CERTIFICATES REPRESENTING THESE SECURITIES
         ARE TO BE  DELIVERED AT THE OFFICE OF THE  COMPANY,  FAILING  WHICH THE
         CERTIFICATES WILL BE MAILED TO THE ADDRESS(ES) SET FORTH ABOVE.



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