suncoastnuts1a051908ex4-2.htm


    
      

      

    

    Exhibit 4.2

     

     SUNCOAST
NUTRICEUTICALS, INC. 

     CLASS
“B” COMMON STOCK PURCHASE WARRANT 

    


     THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND NEITHER
THIS WARRANT NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER SAID ACT AND THE RULES AND REGULATIONS THEREUNDER.  BY
ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS WARRANT REPRESENTS THAT IT IS
ACQUIRING THIS WARRANT FOR INVESTMENT AND AGREES TO COMPLY IN ALL RESPECTS WITH
ANY APPLICABLE STATE SECURITIES LAWS COVERING THE PURCHASE OF THIS WARRANT AND
RESTRICTING ITS TRANSFER, COPIES OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN
REQUEST MADE BY THE HOLDER OF RECORD OF THIS WARRANT TO THE SECRETARY OF THIS
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE. 

    


     Dated: 

    


    CLASS “B” STOCK PURCHASE
WARRANT

    


     To
purchase up to ______________ Shares of Common Stock of 

    


     SUNCOAST
NUTRICEUTICALS, INC. 

     at a
purchase price of $.50 per Share. 

    


     Expiring
December 31, 2011 

    


     THIS
IS TO CERTIFY THAT, for value received, 

     __________________________________ 

    


    


     or
registered assigns (the "Holder"), is entitled, subject to certain conditions
set forth in Section 1.01 hereof, to purchase from SUNCOAST NUTRICEUTICALS,
INC., a Delaware corpor­ation (the "Company"), at any time or from time to
time after the date of issuance, and prior to 5:00 p.m. New York City time, on
December 31, 2011, at the Company's principal executive office, at the Exercise
Price, up to the number of shares of Common Stock, $.001 par value per share
(the "Common Stock"), of the Company shown above, all subject to adjustment and
upon the terms and conditions as hereinafter provided, and is entitled also to
exercise the other appurtenant rights, powers and privileges hereinafter
described.  No fractional Shares will be issued upon the exercise of
this Warrant.  This Warrant is being issued to Holder in lieu of cash
compensation for serv­ices rendered by Holder to the
Company. 

    


    


    
      
        
            


        

        
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     Notwithstanding
the foregoing, this Warrant shall become immediately exercisable in the event
of: 

    


     (a)
the sale, lease, exchange, transfer or other disposition (including, without
limitation, by merger, consolidation or otherwise) of assets constituting all or
substantially all of the assets of the Company and its subsidiaries, taken as a
whole, to a Person or group of Persons (other than to any Person or Persons who,
together with their Affiliates, beneficially own or control a majority of the
issued and outstanding voting securities of the Company immediately prior to
such transaction), 

    


     (b)
any merger, consolidation or other business combination or refinancing or
recapitalization that results in the holders of the issued and outstanding
voting securities of the Company immediately prior to such transaction
beneficially owning or controlling less than a majority of the voting securities
of the continuing or surviving entity immediately following such
transaction. 

    


     (c)  the
disposition of assets constituting all or substantially all of the assets of the
Company and its subsidiaries, taken as a whole, in liquidation of the
Company. 

    


     For
purposes hereof, "Person" means any individual, firm, corporation, limited
liability company, partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, Governmental Authority or other
entity of any kind, and shall include any successor (by merger or otherwise) of
any such entity. 

    


          This
Warrant, or any part thereof, shall be exercised by properly executing the
annexed Subscription Form and by mailing the Warrant, executed Subscription Form
and payment in full of the aggregate option price of the number of Shares
purchased to the principal office of the Company. 

    


     The
Company shall not be required to issue fractions of Common Shares upon exercise
of this Warrant.  If any fractions of a share would, but for this
Section, be issuable upon any exercise of this Warrant, in lieu of such
fractional share the Company shall round any fraction up to the nearest whole
number of shares of Common Stock. 

    


     If, in the opinion of counsel to the
Company, any law or regulation of the Securities and Exchange Commission or any
other body having jurisdiction shall require the Company or the Holder to take
any action in connection with the Shares being purchased pursuant to this
Warrant, then the Shares shall not be delivered until the completion of the
necessary action. 

    


    


    
      
        
            


        

        
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            The
Company covenants and agrees that all Warrant Shares that may be issued upon the
exercise of this Warrant will, upon issuance, be duly authorized and issue,
fully paid and non-assessable as set forth herein.  The Company
further covenants and agrees that until the expiration date of this Warrant the
Company will, at all times, have authorized, and reserved for the purpose of
issuance or transfer upon exercise of this Warrant, a sufficient number of
shares of Common Stock to provide for the exercise of this
Warrant. 

    


     This
Warrant, and the rights and privileges conferred hereby, shall be exercisable
only by the Holder and shall not be assignable or transferable except pursuant
to the provisions of the Securities Act of 1933, as amended, and the Rules and
Regula­tions promulgated thereunder, AND with the written consent of the
Company.  This Warrant shall be binding upon and shall inure to the
benefit of the Company and any succes­sor to the Company and to the Holder's
successors and as­signs. 

    


        The
Holder, by acceptance hereof, acknowledges and agrees that: 

    


     (a)  The
Warrant represented by this certificate has not been registered under the
Securities Act of 1933, as amended.  This Warrant has been issued to
Holder in consideration of serv­ices rendered to the Corporation and for
investment purposes only and not with a view to distribution or sale, and may
not be made subject to a security interest or be pledged, hypothecated or
otherwise transferred without an effective Registration Statement for such
Warrant under the Securities Act of 1933, as amended, or an opinion of counsel
for the Company that registration is not required under such Act.  Any
Shares issued upon the exercise of this Warrant shall bear an appropriate
restrictive legend un­less such Shares have been registered with the
Securities and Ex­change Commission. 

    


     (b)  Each
notice of exercise of any portion of this Warrant must be accompanied by a
representation in writing signed by the Holder or the Holder's legal
representative, as the case may be, that the Shares of Common Stock are being
acquired in good faith for investment purposes only any not with a view to or
for sale in connection with any resale of distribution thereof. 

    


     (c)(1)  In
case the Company shall at any time subdivide the outstanding Common Stock into a
greater number of shares or declare a dividend payable in Common Stock, the
Warrant Exercise Price in effect immediately prior to such subdivision shall be
proportion­ately reduced, and conversely, in case the outstanding Common
Stock shall be combined into a smaller number of shares, the Warrant Exercise
Price in effect immediately prior to such combination shall be proportionately
increased. 

    


    


    
      
        
            


        

        
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     (c)(2)  In
the event that the Company shall, at any time prior to the expiration date of
this Warrant and prior to the ex­ercise thereof: [i] declare or pay to the
holders of the Common Stock of the Corporation a dividend payable in any class
of shares of stock of the Company; or [ii] change, or otherwise reclassify its
Common Stock into the same or a dif­ferent number of shares with or without
par value, or into shares of any class or classes; or [iii] consolidate or merge
with, or transfer its property as an entirety or substantially as an
en­tirety to any other corporation; or [iv] make any distribution of its
assets to holders of its Common Stock as a liquidation or par­tial
liquidation dividend or by way of return of capital; then, upon the subsequent
exercise of this Warrant, the Holder hereof shall receive for the exercise
price, in addition to or in sub­stitution for the Share of Common Stock to
which the Holder would otherwise be entitled upon such exercise, such additional
shares of stock or scrip of the Corporation, or such reclassified shares of
stock of the Company, or such shares of the securities or property of the
Company resulting from such consolidation, merger or transfer, or such assets of
the Corpora­tion which Holder would have been entitled to receive had the
Holder exer­cised the Warrant prior to the happening of any of the foregoing
events. 

    


     This Warrant does not confer upon
the Holder hereof any right whatsoever as a stockholder of the
Company.  Upon the exercise of this Warrant the subscription form
attached hereto must be duly executed and the accompanying instructions for the
recording of stock completed. 

    


     (d)       
All notices, requests and other communications provided for herein shall be in
writing, and shall be deemed to have been made or given when delivered or
mailed, first class, postage prepaid, or sent by telex or other telegraphic
communications equipment.  Such notices and communications shall be
addressed: 

    


    
      	
                
      

            	
               (i) 

            	
               if
      to the Company, to its registered
address. 

            


    

    
      	 	
               (ii) 

            	
               if
      to the Holder, to its address as shown on the registry books maintained by
      the Company. 

            


    

    


    


    
      
        
            


        

        
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     (e)       
No failure or delay of the Holder in exercising any right, power or privilege,
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof, or any abandon­ment or discontinuance of steps to enforce
such a right, power or privilege, preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.  The rights
and remedies of the Holder are cumulative and not exclusive of any rights or
remedies which it would otherwise have.  The provisions of this
Warrant may be amended, modified or waived if, but only if, such amendment,
modification or waiver is in writing and is signed by a majority of the holders
of the Warrants; provided that no
amendment, modification or waiver may change the exercise price of (including
without limitation any adjustments or any provisions with respect to
adjustments, the expiration of or the manner of exercising the Warrants) without
the consent in writing of all of the holders of the Warrants
outstanding. 

    


                
This Warrant shall be construed in accordance with and governed by the laws of
the State of Delaware. 

    


      All
warranties, representations and covenants made by the Company herein or in any
certificate or other instrument delivered by or on behalf of it in connection
herewith or the Notes shall be considered to have been relied upon by the Holder
and shall survive the issuance and delivery of the Warrants and the Shares of
Common Stock issuable upon exercise of this Warrant, and shall continue in full
force and effect so long as this Warrant is outstanding.  All
statements in any such certificate or other instrument shall constitute
representations and warranties hereunder. 

    


      All
the covenants, stipulations, promises and agreements in this Warrant contained
by or on behalf of the Company shall bind its successors and assigns, whether or
not so expressed. 

    


      In
case any one or more of the provisions contained in this Warrant shall be
invalid, illegal or unenforceable in any jurisdic­tion, the validity,
legality and enforce ability of the remaining provisions contained herein and
therein shall not in any way be affected or impaired in such jurisdiction and
shall not invalidate or render illegal or unenforceable such provision in any
other jurisdiction. 

    


               
 This Warrant shall not entitle the Holder to any rights as a stockholder
of the Company. 

    


    


    


    
      
        
            


        

        
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     IN WITNESS WHEREOF, SUNCOAST
NUTRICEUTICALS, INC. has caused this Warrant to be executed in its corporate
name by one of its officers hereunto duly authorized, and its corporate seal to
be hereunto affixed, all as of the day and year first above
written. 

    


    
      	  
      	  
      	
               SUNCOAST
      NUTRICEUTICALS, INC. 

            
	  
      	  
      	  
      
	  
      	  
      	  
      
	  
      	
               By: 

            	  
      
	  
      	  
      	
               PRESIDENT 

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
            


        

        
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     PATIENT
PORTAL TECHNOLOGIES, INC. 

     ______________________________ 

    


     CLASS
“D” COMMON STOCK PURCHASE WARRANT 

     SUBSCRIPTION
FORM 

    


    


          The
undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing _____________ of the Shares of Common Stock of PATIENT
PORTAL TECHNOLOGIES, INC. at the exercise price of $.50 per Share, for a total
price for this subscription of $______________.  Please issue the
Shares of Common Stock so purchased in accordance with the instructions given
below. 

    


    
      	
               

            	 ______________________________________________ 
      
	  
      	
               Date: 

            
	   	   
	  
      	
               ______________________________________________ 

            
	  
      	
               (Signature
      of Holder) 

            
	  
      	  
      
	
               Name
      of Holder: 

            	
               ______________________________________________ 

            
	  
      	  
      
	
               Registered
      Address 

            	
               ______________________________________________ 

            
	  
      	 ______________________________________________ 
      
	   	   
	
               Taxpayer
      Identification Number: 

            	
               ______________________________________________ 

            
	  
      	  
      
	  
      	  
      
	  
      	
               [Corporate
      Seal] 

            
	  
      	  
      
	  
      	
               Attest: 

            


    

    


     

     

     

     

     

     

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