NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER
SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE
HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER
THE PROVISIONS OF THE SECURITIES ACT.
SHARE PURCHASE WARRANT
To Purchase 182,278 Common Shares of
SAND TECHNOLOGY INC.
THIS CERTIFIES that, for value received, Sundowner Investments Limited (the "Holder"), is entitled, upon the
terms and subject to the conditions hereinafter set forth, at any time on or after May 26, 2000 (the "Issuance
Date") and on or prior to the close of business on May 26, 2003 (the "Termination Date") but not thereafter, to
subscribe for and purchase from Sand Technology Inc. a corporation incorporated under the Canada Business
Corporations Act (the "Company"), up to 182,278 Common Shares (the "Warrant Shares") of Common Shares,
no par value, of the Company (the "Common Shares"). The purchase price of one share of Common Shares (the
"Exercise Price") under this Warrant shall be $5.6781 (115% of the closing bid price of the Company's Common
Shares on the Trading Day prior to the initial closing date). The Exercise Price and the number of shares for
which the Warrant is exercisable shall be subject to adjustment as provided herein. In the event of any conflict
between the terms of this Warrant and the Common Shares Purchase Agreement dated May 26, 2000 pursuant
to which this Warrant has been issued (the "Purchase Agreement"), the Purchase Agreement shall control.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such