ex4-2.htm


    Exhibit
      4.2

     

    
      

      WINSONIC
        DIGITAL MEDIA GROUP,
        LTD.

      


      NEITHER
        THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER ANY
        APPLICABLE STATE SECURITIES LAWS.  THIS WARRANT AND THE SECURITIES
        ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES
        AND NOT
        WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED,
        HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN
        EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES
        LAWS. THE COMPANY (AS DEFINED BELOW), IN ITS SOLE DISCRETION, SHALL HAVE
        THE
        RIGHT TO REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
        TO
        THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION
        WITH
        ANY PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE
        STATE
        SECURITIES LAWS.  THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT
        ISSUED IN EXCHANGE FOR THIS WARRANT.

      


      VOID
        AFTER 5:00 P.M. (EST) ON  OCTOBER 12, 2009

      


      WINSONIC
        DIGITAL MEDIA GROUP, LTD.

      STOCK
        PURCHASE WARRANT

      


      
        
          	Warrant
                  No. ____________	
                   As
                    of October 12, 2007

                


        

      

       

      


      FOR
        VALUE RECEIVED, Winsonic Digital
        Media Group, Ltd., a Nevada corporation (the “Company”), hereby grants to
        _____________, or its registered successors and/or assigns (the
“Warrantholder”) the right to purchase from the Company ________ shares
        (the “Warrant Shares”) of the Company’s common stock, par value $0.001
        per share (the “Common Stock”), at a price per share of $0.40 (the
“Exercise Price”), at any time on or after the date hereof (the
“Warrant Commencement Date”) until 5:00 p.m. (EST) on October 11, 2009
        (the “Expiration Time”).  As provided herein, the Exercise
        Price and the number of shares of Common Stock or other securities which
        may be
        purchased upon the exercise of this Warrant are, upon the happening of certain
        events, subject to modification and adjustment.

      


      


      The
        rights of the registered holder of
        this Warrant shall be subject to the following further terms and
        conditions:

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      1.           Exercise
        of Warrant.

      


      (a)           This
        Warrant may be exercised, in whole or in part, at any time and from time
        to
        time, during the period commencing on the Warrant Commencement Date and
        terminating at the Expiration Time.

      


      (b)           This
        Warrant shall be deemed to have been exercised when the Company has received
        at
        its principal office all of the following items (the “Exercise
        Time”):

      


      (i)           this
        Warrant;

      


      (ii)           a
        completed exercise form in the form attached hereto (the “Exercise
        Form”), executed by the Warrantholder exercising all or part of the purchase
        rights represented by this Warrant;

      


      (iii)           the
        payment in full to the Company of an amount of consideration therefor equal
        to
        the Exercise Price in effect on the date of such exercise multiplied by the
        number of Warrant Shares with respect to which this Warrant is then being
        exercised, payable by certified or official bank check or wire transfer of
        immediately available funds.

      


      (c)           As
        soon as practicable, but no later than ten business days following the Exercise
        Time, the Company, at its expense (including the payment by it of any applicable
        taxes), will cause to be issued in the name of and delivered to the
        Warrantholder, or such other person identified in the Exercise Form,
        certificates evidencing the number of Warrant Shares to which the Warrantholder,
        or such other person identified in the Exercise Form, shall be
        entitled.  Unless this Warrant has expired or all of the purchase
        rights represented hereby have been exercised, the Company shall prepare
        a new
        Warrant, substantially indentical hereto, representing the rights formerly
        represented by this Warrant which have not expired or been exercised and
        shall,
        within such ten business day period, deliver such new Warrant to the person
        designated for delivery in the Exercise Form.

      


      (d)           No
        certificates for fractional Warrant Shares shall be issued upon the exercise
        of
        all or any part of this Warrant.  In lieu of issuing any fractional
        Warrant Shares the Company shall round up the calculation of the number of
        Warrant Shares issuable upon exercise to the nearest whole number of Warrant
        Shares.

      


      (e)           The
        Warrant Shares issuable upon the exercise of this Warrant shall be deemed
        to
        have been issued to the Warrantholder at the Exercise Time, and the
        Warrantholder shall be deemed for all purposes to have become the record
        holder
        of such Warrant Shares at the Exercise Time; provided, that, if
        the Company shall have notified the Warrantholder in writing, that additional
        documentation and/or information is required to effect the exercise of this
        Warrant, for the purpose of Section 1(b), the “Exercise Time” shall be the time
        when the Company receives such documentation and/or information.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      2.           Issuance
        and Reservation of Warrant Shares.  The
        Company covenants and agrees that:

      


      (a)           all
        Warrant Shares which may be issued upon the exercise of all or part of this
        Warrant will, upon issuance in accordance with the terms hereof, be validly
        issued, fully paid and non-assessable and free from all taxes, liens and
        charges
        with respect to the issue thereof;

      


      (b)           at
        all times prior to the Expiration Time, the Company shall keep reserved for
        issuance a sufficient number of authorized shares of Warrant Shares to permit
        the exercise in full of this Warrant; and

      


      (c)           if
        any shares of Common Stock to be reserved for the purpose of the issuance
        of
        Warrant Shares upon the exercise of this Warrant require registration with,
        or
        approval of, any governmental authority under any federal or state law before
        such shares may be validly issued or delivered upon exercise, then the Company
        will promptly use its commercially reasonable best efforts to effect such
        registration or obtain such approval, as the case may be.

      


      3.           Adjustments
        of Exercise Price; Number and Character of Warrant
        Shares.  The Exercise Price and the
        number and kind of securities, purchasable upon the exercise of this Warrant
        shall be subject to adjustment from time to time upon the happening of the
        events enumerated in this Section 3.

      


      (a)           Stock
        Dividends, Subdivisions and Combinations.  In case the Company
        shall at any time on or after the Warrant Commencement Date and on or before
        the
        Expiration Time:

      


      (i)           pay
        a dividend in shares of Common Stock or make a distribution in shares of
        Common
        Stock or such other stock to holders of all its outstanding shares of Common
        Stock;

      


      (ii)           subdivide
        or reclassify the outstanding shares of Common Stock into a greater number
        of
        shares;

      


      (iii)           combine
        the outstanding shares of Common Stock into a smaller number of shares of
        Common
        Stock; or

      


      (iv)           issue
        by reclassification of its shares of Common Stock other securities of the
        Company (including any such reclassification in connection with a consolidation
        or merger in which the Company is the continuing corporation);

      


      then
        the
        number and kind of Warrant Shares purchasable upon exercise of this Warrant
        immediately prior thereto shall be adjusted so that the Warrantholder shall
        be
        entitled to receive the kind and number of shares of Common Stock or other
        securities of the Company which the Warrantholder would have owned or have
        been
        entitled to receive after the happening of any of

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      the
        events described above had this Warrant been exercised immediately prior
        to the
        earlier of the happening of such event or any record date in respect
        thereto.  In the event of any adjustment of the number of Warrant
        Shares purchasable upon the exercise of this Warrant pursuant to this Section
        3(a), the Exercise Price shall be adjusted to be the amount resulting from
        dividing the number of shares of Common Stock (including fractional shares
        of
        Common Stock) covered by such Warrant immediately after such adjustment into
        the
        total amount payable upon exercise of such Warrant in full immediately prior
        to
        such adjustment.  An adjustment made pursuant to this Section 3(a)
        shall become effective immediately after the effective date of such
        event.  Such adjustment shall be made successively whenever any event
        listed above shall occur.

      


      (b)           Extraordinary
        Dividends.  In case the Company shall at any time on or after the
        Warrant Commencement Date and on or before the Expiration Time fix a record
        date
        for the issuance of rights, options, or warrants to all holders of its
        outstanding shares of Common Stock, entitling them (for a period expiring
        within
        45 days after such record date) to subscribe for or purchase shares of Common
        Stock (or securities exchangeable for or convertible into shares of Common
        Stock) at a price per share of Common Stock (or having an exchange or conversion
        price per share of Common Stock, with respect to a security exchangeable
        for or
        convertible into shares of Common Stock) which is lower than the current
        Market
        Price per share of Common Stock (as defined in Section 3(d) below) on such
        record date, then the Exercise Price shall be adjusted by multiplying the
        Exercise Price in effect immediately prior to such record date by a fraction,
        of
        which (i) the numerator shall be the number of shares of Common Stock
        outstanding on such record date plus the number of shares of Common Stock
        which the aggregate offering price of the total number of shares of Common
        Stock
        to be offered (or the aggregate initial exchange or conversion price of the
        exchangeable or convertible securities so to be offered) would purchase at
        such
        current Market Price and (ii) the denominator shall be the number of shares
        of
        Common Stock outstanding on such record date plus the number of additional
        shares of Common Stock to be offered for subscription or purchase (or into
        which
        the exchangeable or convertible securities so to be offered are initially
        exchangeable or convertible).  Such adjustment shall become effective
        at the close of business on such record date; however, to the extent that
        shares
        of Common Stock (or securities exchangeable for or convertible into shares
        of
        Common Stock) are not delivered after the expiration of such rights, options,
        or
        warrants, the Exercise Price shall be readjusted (but only with respect to
        exercises of this Warrant after such expiration) to the Exercise Price which
        would then be in effect had the adjustments made upon the issuance of such
        rights, options, or warrants been made upon the basis of delivery of only
        the
        number of shares of Common Stock (or securities exchangeable for or convertible
        into shares of Common Stock) actually issued.  In case any
        subscription price may be paid in a consideration part or all of which shall
        be
        in a form other than cash, the value of such consideration shall be as
        determined in good faith by the Board of Directors of the Company and shall
        be
        described in a statement mailed to the Warrantholder.  Shares of
        Common Stock owned by or held for the account of the Company shall not be
        deemed
        outstanding for the purpose of any such computation.

      


      (c)           Extraordinary
        Distributions.  In case the Company shall, at any time on or
        after the Warrant Commencement Date and on or before the Expiration Time,
        distribute to all holders of its shares of Common Stock (including any such
        distribution made in connection with a consolidation or merger in which the
        Company is the surviving corporation) evidences of its

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      indebtedness
        or assets (excluding cash dividends and distributions payable out of
        consolidated net income or earned surplus in accordance with Nevada law and
        dividends or distributions payable in shares of stock described in Section
        3(a)
        above) or rights, options, or warrants or exchangeable or convertible securities
        containing the right to subscribe for or purchase shares of Common Stock
        (or
        securities exchangeable for or convertible into shares of Common Stock),
        then
        the Exercise Price shall be adjusted by multiplying the Exercise Price in
        effect
        immediately prior to the record date for such distribution by a fraction,
        of
        which (i) the numerator shall be the current Market Price per share of Common
        Stock (as defined in Section 3(d)) on such record date, less the fair
        market value (as determined in good faith by the Board of Directors of the
        Company, whose determination shall be conclusive, and described in a notice
        to
        the Warrantholders) of the portion of the evidences of indebtedness or assets
        so
        to be distributed or of such rights, options or warrants applicable to one
        share
        of Common Stock and (ii) the denominator shall be such current Market Price
        per
        share of Common Stock.  Such adjustment shall be made whenever any
        such distribution is made, and shall become effective on the date of
        distribution retroactive to the record date for such transaction.

      


      (d)           Current
        Market Price Defined.  For the purpose of any computation under
        Sections 3(b) and/or 3(c), the current “Market Price” per share of Common
        Stock at any date shall be deemed to be the average daily Closing Price of
        the
        shares of Common Stock for twenty consecutive trading days ending three trading
        days before the date in question.  The term “Closing Price” of
        the shares of Common Stock for a day or days shall mean (i) if the shares
        of
        Common Stock are listed or admitted for trading on a national securities
        exchange, the last reported sales price regular way, or, in case no such
        reported sale takes place on such day or days, the average of the reported
        closing bid and asked prices regular way, in either case on the principal
        national securities exchange on which the shares of the Common Stock are
        listed
        or admitted for trading, or (ii) if the shares of Common Stock are not listed
        or
        admitted for trading on a national securities exchange, (A) the last transaction
        price for the Common Stock on The Nasdaq Stock Market (“Nasdaq”) or, in
        the case no such reported transaction takes place on such day or days, the
        average of the reported closing bid and asked prices thereof quoted on Nasdaq,
        or (B) if the shares of Common Stock are not quoted on Nasdaq, the average
        of
        the closing bid and asked prices of the Common Stock as quoted on the
        Over-The-Counter Bulletin Board maintained by the NASD, or (C) if the shares
        of
        Common Stock are not quoted on Nasdaq nor on the Bulletin Board, the average
        of
        the closing bid and asked prices of the common stock in the over-the-counter
        market, as reported by The Pink Sheets, LLC, or an equivalent generally accepted
        reporting service, or (iii) if on any such day or days the shares of Common
        Stock are not listed on a national securities exchange nor quoted on Nasdaq,
        on
        the Bulletin Board, or by The Pink Sheets, LLC, the fair market value of
        the
        shares of Common Stock on such day or days, as determined in good faith by
        the
        Board of Directors of the Company, shall be used.

      


      (e)           Capital
        Reorganizations and Other Reclassifications.  In case of any
        capital reorganization of the Company, or of any reclassification of the
        shares
        of Common Stock (other than a reclassification, subdivision or combination
        of
        shares of Common Stock referred to in Section 3(a)), or in case of the
        consolidation of the Company with, or the merger of the Company with, or
        merger
        of the Company into, any other corporation (other than a reclassification
        of the
        shares of Common Stock referred to in Section 3(a) or a consolidation or
        merger
        which does not result in any reclassification or change of the outstanding
        shares of

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Common
        Stock) or of the sale of the properties and assets of the Company as, or
        substantially as, an entirety to any other corporation or entity occurring
        on or
        after the Warrant Commencement Date and on or before the Expiration Time,
        this
        Warrant shall, after such capital reorganization, reclassification of shares
        of
        Common Stock, consolidation, merger, or sale, be exercisable, upon the terms
        and
        conditions specified in this Warrant, for the kind, amount and number of
        shares
        or other securities, assets, or cash to which a holder of the number of shares
        of Common Stock purchasable (at the time of such capital reorganization,
        reclassification of shares of Common Stock, consolidation, merger or sale)
        upon
        exercise of this Warrant would have been entitled to receive upon such capital
        reorganization, reclassification of shares of Common Stock, consolidation,
        merger, or sale, as otherwise provided herein; and in any such case, if
        necessary, the provisions set forth in this Section 3 with respect to the
        rights
        and interests thereafter of the Warrantholder shall be appropriately adjusted
        so
        as to be applicable, as nearly equivalent as possible, to any shares or other
        securities, assets, or cash thereafter deliverable on the exercise of this
        Warrant.  The Company shall not effect any such consolidation, merger,
        or sale, unless prior to or simultaneously with the consummation thereof
        the
        successor corporation or entity (if other than the Company) resulting from
        such
        consolidation or merger or the corporation or entity purchasing such assets
        or
        other appropriate corporation or entity shall assume, by written instrument,
        the
        obligation to deliver to the Warrantholder such shares, securities, assets,
        or
        cash as, in accordance with the foregoing provisions, such holders may be
        entitled to purchase and the other obligations hereunder.  The
        subdivision or combination of shares of Common Stock at any time outstanding
        into a greater or lesser number of shares shall not be deemed to be a
        reclassification of the shares of Common Stock for purposes of this Section
        3(e).

      


      (f)           Minimum
        Adjustment.  Except as hereinafter provided, no adjustment of the
        Exercise Price hereunder shall be made if such adjustment results in a change
        of
        the Exercise Price then in effect of less than five cents ($0.05) per
        share.  Any adjustment of less than five cents ($0.05) per share of
        any Exercise Price shall be carried forward and shall be made at the time
        of and
        together with any subsequent adjustment, which, together with adjustment
        or
        adjustments so carried forward, amounts to five cents ($0.05) per share or
        more.  However, upon exercise of this Warrant, the Company shall make
        all necessary adjustments (to the nearest cent) not theretofore made to the
        Exercise Price up to and including the effective date upon which this Warrant
        is
        exercised.

      


      (g)           Notice
        of Adjustments.  Whenever the Exercise Price shall be adjusted
        pursuant to this Section 3, the Company shall promptly deliver a certificate
        signed by the President or a Vice President and by the Chief Executive Officer,
        Chief Financial Officer, Treasurer or an Assistant Treasurer or the Secretary
        or
        an Assistant Secretary of the Company, setting forth, in reasonable detail,
        the
        event requiring the adjustment, the amount of the adjustment, the method
        by
        which such adjustment was calculated (including a description of the basis
        on
        which the Board of Directors of the Company made any determination hereunder),
        by first class mail postage prepaid to the Warrantholder.

      


      (h)           Deferral
        of Issuance of Additional Shares in Certain Circumstances.  In
        any case in which this Section 3 shall require that an adjustment in the
        Exercise Price be made effective as of a record date for a specified event,
        the
        Company may elect to defer until the occurrence of such event issuing to
        the
        holder of a Warrant exercised after such record date the

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      shares
        of
        Common Stock, if any, issuable upon such exercise over and above the Warrant
        Shares, if any, issuable upon such exercise on the basis of the Exercise
        Price
        in effect prior to such adjustment; provided, however, that the
        Company shall deliver as soon as practicable to such holder a due bill or
        other
        appropriate instrument evidencing such holder’s right to receive such additional
        shares of Common Stock upon the occurrence of the event requiring such
        adjustment.

      


      (i)           Company
        Right to Reduce the Exercise Price.  Notwithstanding anything
        contained in this Warrant to the contrary, the Company has the right,
        exercisable in the Company’s sole discretion, at any time prior to the
        Expiration Time, and from time to time, on not less than 30 days’ prior written
        notice (each, a “Reduced Exercise Price Notice”), to reduce the Exercise
        Price as then in effect; provided that the period in which such reduced
        Exercise Price shall be in effect shall be for no less than fifteen nor more
        than 90 days and such period shall be clearly identified in the Reduced Exercise
        Price Notice.

      


      4.           Replacement
        of Warrant.  On receipt of evidence
        reasonably satisfactory to the Company of the loss, theft, destruction or
        mutilation of this Warrant, and, in each case of loss, theft or destruction,
        delivery of an indemnity agreement reasonably satisfactory in form and substance
        to the Company or, in the case of mutilation, on surrender and cancellation
        of
        this Warrant, the Company at its expense shall execute and deliver, in lieu
        of
        this Warrant, a new Warrant of like tenor.

      


      5.           Registration.  This
        Warrant, as well as all other warrant certificates representing warrants
        issued
        by the Company shall be numbered and shall be registered in a register (the
        “Warrant Register”) maintained at the Company’s principal office as they
        are issued.  The Warrant Register shall list the name, address and
        Social Security or other Federal Identification Number, if any, of the
        Warrantholder.  The Company shall be entitled to treat the
        Warrantholder as set forth in the Warrant Register as the owner in fact of
        this
        Warrant for all purposes and shall not be bound to recognize any equitable
        or
        other claim to or interest in this Warrant on the part of any other person,
        and
        shall not be liable for any registration of transfer of all or a portion
        of this
        Warrant that are registered or to be registered in the name of a fiduciary
        or
        the nominee of a fiduciary unless made with the actual knowledge that a
        fiduciary or nominee is committing a breach of trust in requesting such
        registration of transfer, or with such knowledge of such facts that its
        participation therein amounts to bad faith.

      


      6.           Exchange
        of Warrant.  This Warrant may be
        exchanged for another certificate or certificates entitling the Warrantholder
        thereof to purchase a like aggregate number of Warrant Shares as this Warrant
        entitles such Warrantholder to purchase.  A Warrantholder desiring to
        so exchange this Warrant shall make such request in writing delivered to
        the
        Company, and shall surrender this Warrant therewith.  Thereupon, the
        Company shall execute and deliver to the person entitled thereto a new
        certificate or certificates, as the case may be, as so requested.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      7.           Notices.  All
        notices and other communications required or permitted to be given hereunder
        shall be in writing and shall be deemed given when personally delivered or
        sent
        by registered or certified mail (return receipt requested, postage prepaid),
        facsimile transmission or overnight courier, if to the Warrantholder, at
        such
        address as is shown on the Warrant Register or as may otherwise may have
        been
        furnished to the Company in writing in accordance with Section 9 by the
        Warrantholder and, if to the Company:

      


      Winsonic
        Digital Media Group, LTD.

      101
        Marietta Street, Suite 2600

      Atlanta,
        GA 30303

      Attention:
        Mr. Winston D. Johnson, Chairman of the Board and CEO

      Facsimile
        Number: (404) 230-5710

      


      or
        such
        other address as the Company shall give notice thereof to the Warrantholder
        in
        accordance with this Section 7.

      


      8.           Piggy-Back
        Registration Rights.

      


      (a)           Defined
        Terms.  As used in this Section 8, terms defined elsewhere herein
        shall have their assigned meanings and each of the following terms shall
        have
        the following meanings (such definitions to be applicable to both the plural
        and
        singular of the terms defined):

      


      (i)           Registrable
        Securities; Effectiveness Period.  The term “Registrable
        Securities” shall mean any shares of the Company Common Stock issuable upon
        exercise of this Warrant in accordance with the terms and conditions
        hereof.  For the purposes of this Section 8, securities will cease to
        be Registrable Securities when (A) a registration statement under the Act,
        covering such Registrable Securities has been declared effective and (1)
        such
        Registrable Securities have been disposed of pursuant to such effective
        registration statement or (2) such registration statement has remained effective
        for 270 consecutive days, (B) such Registrable Securities are transferred
        pursuant to an exemption from the registration requirements of the Act,
        including, without limitation, Rules 144 and 144A promulgated thereunder,
        (C)
        such Registrable Securities are eligible for sale pursuant to Rule 144(k)
        of the
        Act (or any similar provision then in force) or (D) such Registrable Securities
        have been otherwise transferred and the Company, in accordance with applicable
        law and regulations, has delivered new certificates or other evidences of
        ownership for such securities which are not subject to any stop transfer
        order
        or other restriction on transfer ((A) through (D) collectively referred to
        herein as the “Effectiveness Period”).

      


      (ii)           Rightsholders.  The
        term “Rightsholder” shall include the Warrantholder, all successors and
        assigns of the Warrantholder and all transferees of Registrable Securities
        where
        such transfer affirmatively includes the transfer and assignment of the rights
        of the Warrantholder under this Warrant with respect to the transferred
        Registrable Securities and such transferee agrees in writing to assume all
        of
        the Warrantholder’s agreements, obligations and liabilities under this
        Warrant.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      (b)           Piggy-Back
        Registration.

      


      (i)           If,
        at any time on or after the date hereof and prior to the Expiration Time,
        the
        Company proposes to file a registration statement under the Act with respect
        to
        an offering by the Company or any other party of any class of equity security
        similar to any Registrable Securities (other than a registration statement
        on
        Form S-4 or Form S-8 or any successor form or a registration statement filed
        solely in connection with a stock option or other employee benefit plan,
        an
        exchange offer, a business combination transaction or an offering of securities
        solely to the existing stockholders or employees of the Company), then the
        Company, on each such occasion, shall give written notice (each, a
“Piggy-Back Notice”) of such proposed filing to all of the Rightsholders
        owning Registrable Securities at least fifteen days before the anticipated
        filing date of such registration statement, and such Piggy-Back Notice also
        shall be required to offer to such Rightsholders the opportunity to register
        such aggregate number of Registrable Securities as each such Rightsholder
        may
        request.  Each such Rightsholder shall have the right, exercisable for
        the five days immediately following the giving of a Piggy-Back Notice, to
        request, by written notice (each, a “Holder Notice”) to the Company, the
        inclusion of all or any portion of the Registrable Securities of such
        Rightsholders in such registration statement.  The Company shall use
        reasonable efforts to cause the managing underwriter(s) of a proposed
        underwritten offering to permit the inclusion of the Registrable Securities
        which were the subject of all Holder Notices in such underwritten offering
        on
        the same terms and conditions as any similar securities of the Company included
        therein.  Notwithstanding anything to the contrary contained in this
        Section 8(b), if the managing underwriter(s) of such underwritten offering
        or
        any proposed underwritten offering delivers a written opinion to the
        Rightsholders of Registrable Securities which were the subject of all Holder
        Notices that the total amount and kind of securities which they, the Company
        and
        any other person intend to include in such offering is such as to materially
        and
        adversely affect the success of such offering, then the amount of securities
        to
        be offered for the accounts of such Rightsholders and persons other than
        the
        Company shall be eliminated or reduced pro rata (based on the amount of
        securities owned by such Rightsholders and other persons which carry
        registration rights) to the extent necessary to reduce the total amount of
        securities to be included in such offering to the amount recommended by such
        managing underwriter(s) in the managing underwriter’s written
        opinion.

      


      (ii)           Number
        of Piggy-Back Registrations; Expenses.  The obligations of the
        Company under this Section 8 shall be unlimited with respect to each
        Rightsholder.  Subject to the provisions of Section 8(d) hereof, the
        Company will pay all Registration Expenses (as defined below) in connection
        with
        any registration of Registrable Securities effected pursuant to this Section
        8,
        but the Company shall not be responsible for the payment of any underwriter’s
        discount, commission or selling concession in connection therewith.

      


      (iii)           Withdrawal
        or Suspension of Registration Statement.  Notwithstanding anything
        contained to the contrary in this Section 8, the Company shall

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      have
        the
        absolute right, whether before or after the giving of a Piggy-Back Notice
        or
        receipt of a Holder Notice, to determine not to file a registration statement
        to
        which the Rightsholders shall have the right to include their Registrable
        Securities therein, to withdraw such registration statement or to delay or
        suspend pursuing the effectiveness of such registration statement.  In
        the event of such a determination after the giving of a Piggy-Back Notice,
        the
        Company shall give notice of such determination to all Rightsholders and,
        thereupon, (A) in the case of a determination not to register or to withdraw
        such registration statement, the Company shall be relieved of its obligation
        under this Section 8 to register any of the Registrable Securities in connection
        with such registration and (B) in the case of a determination to delay the
        registration, the Company shall be permitted to delay or suspend the
        registration of Registrable Securities pursuant to this Section 8(b) for
        the
        same period as the delay in the registration of such other
        securities.  No registration effected under this Section 8 shall
        relieve the Company of its obligation to effect any registration upon demand
        otherwise granted to a Rightsholder under any other agreement with the
        Company.

      


      (c)           Registration
        Procedures.

      


      (i)           Obligations
        of the Company.  The Company will, in connection with any
        registration pursuant to Section 8(b) hereof, as expeditiously as
        possible:

      


      (1)           prepare
        and file with the Securities and Exchange Commission (the “Commission”) a
        registration statement under the Act on any appropriate form chosen by the
        Company, in the Company’s sole discretion, which shall be available for the sale
        of all Registrable Securities in accordance with the intended method(s) of
        distribution thereof set forth in all applicable Holder Notices, and use
        the
        Company’s commercially reasonable efforts to cause such registration statement
        to become effective as soon thereafter as reasonably practicable;
provided, that, at least five business days before filing with the
        Commission of such registration statement, the Company shall furnish to each
        Rightsholder whose Registrable Securities are to be included therein draft
        copies of such registration statement, including all exhibits thereto; and
        provided, further, the Company shall modify or amend the
        registration statement as it relates to such Rightsholder as reasonably
        requested by such Rightsholder on a timely basis, and shall reasonably consider
        other changes to the registration statement (but not including any exhibit
        or
        document incorporated therein by reference) reasonably requested by such
        Rightsholder on a timely basis, in light of the requirements of the Act and
        any
        other applicable laws and regulations.

      


      (2)           prepare
        and file with the Commission such amendments and supplements to a registration
        statement and the prospectus used in connection therewith as may be necessary
        to
        keep the registration statement effective and to comply with the provisions
        of
        the Act with respect to the sale or other disposition of all securities covered
        by the registration statement during the Effectiveness Period;

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (3)           furnish
        to such Rightsholder such number of copies of a prospectus, including a
        preliminary prospectus, in conformation with the requirements of the Act,
        and
        such other documents, as such Rightsholder may reasonably request;

      


      (4)           use
        its reasonable efforts to register or qualify the Registrable Securities
        included in such registration statement under such other securities or blue
        sky
        laws of such jurisdictions as any Rightsholder whose Registrable Securities
        are
        included in such registration statement reasonably requests in writing and
        do
        any and all other acts and things which may be necessary or advisable to
        enable
        such Rightsholder to consummate the disposition in such jurisdictions of
        such
        Registrable Securities; provided, that the Company will not be required
        to (i) qualify generally to do business in any jurisdiction where it would
        not
        otherwise be required to qualify but for this clause (4), (ii) subject itself
        to
        taxation in any such jurisdiction or (iii) take any action which would subject
        it to general service of process in any such jurisdiction;

      


      (5)           notify
        each Rightsholder of any Registrable Securities covered by the registration
        statement, promptly at any time when a prospectus relating thereto is required
        to be delivered under the Act, of the occurrence of a Discontinuation Event
        (as
        defined below).  For purposes of this Section 8(c)(5), a
“Discontinuation Event” shall mean (i) when the Commission notifies the
        Company that there will be a “review” of such registration statement and
        whenever the Commission comments in writing on such registration statement
        and
        until the Company has addressed the comments in a supplemented prospectus
        and/or
        amended registration statement and/or supplementally; (ii) any request by
        the
        Commission or any other Federal or state governmental authority for amendments
        or supplements to such registration statement or prospectus or for additional
        information and until the request has been responded to; (iii) the issuance
        by the Commission of any stop order suspending the effectiveness of such
        registration statement covering any or all of the Registrable Securities
        or the
        initiation of any proceedings for that purpose; (iv) the receipt by the Company
        of any notification with respect to the suspension of the qualification or
        exemption from qualification of any of the Registrable Securities for sale
        in
        any jurisdiction, or the initiation or threatening, in writing, of any
        proceeding for such purpose; and/or (v) the occurrence of any event or passage
        of time that makes the financial statements included in such registration
        statement ineligible for inclusion therein or any statement made in such
        registration statement or prospectus or any document incorporated or deemed
        to
        be incorporated therein by reference untrue in any material respect or that
        requires any revisions to such registration statement, prospectus or other
        documents so that, in the case of such registration statement or prospectus,
        as
        the case may be, it will not contain any untrue statement of a material fact
        or
        omit to state any material fact required to be stated therein or necessary
        to
        make the statements therein in light of the circumstances under which they
        were
        made, not misleading;

      


      (6)           use
        reasonable efforts to obtain the withdrawal of any order suspending the
        effectiveness of such registration statement at the earliest possible time
        and
        to prevent the entry of such an order;

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (7)           make
        available for inspection by each Rightsholder whose Registrable Securities
        are
        included in such registration statement, any underwriter(s) participating
        in any
        disposition pursuant to such registration statement, and any representative,
        agent or employee of or attorney or accountant retained by any such Rightsholder
        or underwriter(s) (collectively, the “Inspectors”), all financial and
        other records, pertinent corporate documents and properties of the Company
        (collectively, the “Records”) and cause the officers, directors and
        employees of the Company to supply all information reasonably requested by
        any
        such Inspector in connection with such registration statement; provided,
        that records which the Company determines, in good faith, to be confidential
        and
        which it notifies the Inspectors are confidential shall not be disclosed
        by the
        Inspectors, unless (i) the release of such Records is ordered pursuant to
        a
        subpoena or other order from a court of competent jurisdiction or (ii) the
        disclosure of such Records is required by any applicable law or regulation
        or
        any governmental regulatory body with jurisdiction over such Rightsholder
        or
        underwriter; provided, further, that such Rightsholder or
        underwriter(s) agree that such Rightsholder or underwriter(s) will, upon
        learning the disclosure of such Records is sought in a court of competent
        jurisdiction, give notice to the Company and allow the Company, at the Company’s
        expense, to undertake appropriate action to prevent disclosure of the Records
        deemed confidential;

      


      (8)           cooperate
        with the Rightsholder whose Registrable Securities are included in such
        registration statement and the managing underwriter(s), if any, to facilitate
        the timely preparation and delivery of certificates representing Registrable
        Securities to be sold thereunder, not bearing any restrictive legends, and
        enable such Registrable Securities to be in such denominations and registered
        in
        such names as such Rightsholder or any managing underwriter(s) may reasonably
        request at least two business days prior to any sale of Registrable
        Securities;

      


      (9)           comply
        with all applicable rules and regulations of the Commission and promptly
        make
        generally available to its security holders an earnings statement covering
        a
        period of twelve months commencing, (i) in an underwritten offering, at the
        end
        of any fiscal quarter in which Registrable Securities are sold to
        underwriter(s), or (ii) in a non-underwritten offering, with the first month
        of
        the Company’s first fiscal quarter beginning after the effective date of such
        registration statement, which earnings statement in each case shall satisfy
        the
        provisions of Section 11(a) of the Act;

      


      (10)           provide
        a CUSIP number for all Registrable Securities not later than the effective
        date
        of the registration statement relating to the first public offering of
        Registrable Securities of the Company pursuant hereto;

      


      (11)           enter
        into such customary agreements (including an underwriting agreement in customary
        form) and take all such other actions reasonably requested by the Rightsholders
        holding a majority of the Registrable Securities included in such registration
        statement or the managing underwriter(s) in order to expedite and facilitate
        the
        disposition of such Registrable Securities and in such connection, whether
        or
        not an underwriting agreement is entered into and whether or not the
        registration is an underwritten registration, (i) make such representations
        and warranties, if any, to the

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      holders
        of such Registrable Securities and any underwriter(s) with respect to the
        registration statement, prospectus and documents incorporated by reference,
        if
        any, in form, substance and scope as are customarily made by issuers to
        underwriter(s) in underwritten offerings and confirm the same if and when
        requested, (ii) obtain opinions of counsel to the Company and updates thereof
        addressed to each such Rightsholder and the underwriter(s), if any, with
        respect
        to the registration statement, prospectus and documents incorporated by
        reference, if any, covering the matters customarily covered in opinions
        requested in underwritten offerings and such other matters as may be reasonably
        requested by such Rightsholders and underwriter(s), (iii) obtain a “comfort”
letter from the Company’s independent certified public accountants addressed to
        such Rightsholders and to the underwriter(s), if any, which letters shall
        be in
        customary form and cover matters of the type customarily covered in “comfort”
letters by accountants in connection with underwritten public offerings,
        and
        (iv) deliver such documents and certificates as may be reasonably requested
        by
        the Rightsholders holding a majority of such Registrable Securities and managing
        underwriter(s), if any, to evidence compliance with any customary conditions
        contained in the underwriting agreement or other agreement entered into by
        the
        Company; each such action required by this clause (11) shall be done at each
        closing under such underwriting or similar agreement or as and to the extent
        required thereunder; and

      


      (12)           if
        requested by the holders of a majority of the Registrable Securities included
        in
        such registration statement, use its best efforts to cause all Registrable
        Securities which are included in such registration statement to be listed,
        subject to notice of issuance, by the date of the first sale of such Registrable
        Securities pursuant to such registration statement, on each securities exchange,
        if any, on which securities similar to the Registered Securities are
        listed.

      


      (ii)           Obligations
        of Rightsholders.  In connection with any registration of
        Registrable Securities of a Rightsholder pursuant to Section 8(b)
        hereof:

      


      (1)           The
        Company may require that each Rightsholder whose Registrable Securities are
        included in such registration statement furnish to the Company such information
        regarding the distribution of such Registrable Securities and such Rightsholder
        as the Company may from time to time reasonably request in writing;

      


      (2)           Each
        Rightsholder agrees by its acquisition of such Registrable Securities that,
        upon
        receipt of any notice from the Company of the happening of any Discontinuation
        Event, shall forthwith discontinue disposition of Registrable Securities
        pursuant to the registration statement covering such Registrable Securities
        until such Rightsholder’s receipt of the copies of the supplemented prospectus
        and/or amended registration statement or until it is advised in writing by
        the
        Company that the use of the applicable prospectus may be resumed, and, in
        either
        case, has received copies of any additional or supplemental filings that
        are
        incorporated or deemed to be incorporated by reference in such prospectus
        or
        registration statement; and

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (3)           It
        shall be a condition precedent to the Company's obligation to take any action
        pursuant to this Section 8 in respect of the Registrable Securities that
        are to
        be registered at the request of any Rightsholder that such Rightsholder shall
        furnish to the Company such information regarding the securities held by
        such
        Rightsholder, the intended method of disposition thereof and any other
        information as the Company shall reasonably request and as shall be required
        in
        connection with the action taken by the Company.  No Rightsholder may
        participate in any underwritten registration hereunder unless such Rightsholder
        (i) agrees to sell such holder’s securities on the basis provided in any
        underwriting arrangements approved by the persons entitled hereunder to approve
        such arrangements and to comply with Regulation M under the Securities Exchange
        Act of 1934, as amended and (ii) completes and executes all questionnaires,
        appropriate and limited powers of attorney, escrow agreements, indemnities,
        underwriting agreements and other documents reasonably required under the
        terms
        of such underwriting arrangement.

      


      (d)           Registration
        Expenses.  All expenses incident to the performance of or
        compliance with this Warrant by the Company, including, without imitation,
        all
        registration and filing fees of the Commission, NASD, Inc. and other agencies,
        fees and expenses of compliance with securities or blue sky laws (including
        reasonable fees and disbursements of counsel in connection with blue sky
        qualifications of the Registrable Securities), rating agency fees, printing
        expenses, messenger and delivery expenses, internal expenses (including,
        without
        limitation, all salaries and expenses of its officers and employees performing
        legal or accounting duties), the fees and expenses incurred in connection
        with
        the listing, if any, of the Registrable Securities on any securities exchange
        and fees and disbursements of counsel for the Company and the Company’s
        independent certified public accountants (including the expenses of any special
        audit or “comfort” letters required by or incidental to such performance), Act
        or other liability insurance (if the Company elects to obtain such insurance),
        the fees and expenses of any special experts retained by the Company in
        connection with such registration and the fees and expenses of any other
        person
        retained by the Company (but not including any underwriting discounts or
        commissions attributable to the sale of Registrable Securities or other
        out-of-pocket expenses of the Rightsholders, or the agents who act on their
        behalf, unless reimbursement is specifically approved by the Company) will
        be
        borne by the Company.  All such expenses are herein referred to as
“Registration Expenses”.

      


      (d)           Indemnification;
        Contribution.

      


      (i)           Indemnification
        by the Company.  The Company agrees to indemnify and hold
        harmless, to the full extent permitted by law, each Rightsholder, its officers
        and directors and each person who controls such Rightsholder (within the
        meaning
        of the Act), if any, and any agent thereof against all losses, claims, damages,
        liabilities and expenses incurred by such party pursuant to any actual or
        threatened suit, action, proceeding or investigation (including reasonable
        attorney’s fees and expenses) arising out of or based upon any untrue or alleged
        untrue statement of a material fact contained in any registration statement,
        prospectus or preliminary prospectus or any omission or alleged omission
        to
        state therein a material fact required to be stated therein or necessary
        to make
        the statements therein (in the case of a prospectus, in the light of
        the

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      circumstances
        under which they were made) not misleading, except insofar as the same arise
        out
        of or are based upon, any such untrue statement or omission based upon
        information with respect to such Rightsholder furnished in writing to the
        Company by such Rightsholder expressly for use therein.

      


      (ii)           Indemnification
        by Rightsholder.  In connection with any registration statement in
        which a Rightsholder is participating, each such Rightsholder will be required
        to furnish to the Company in writing such information with respect to such
        Rightsholder as the Company reasonably requests for use in connection with
        any
        such registration statement or prospectus, and each Rightsholder agrees to
        the
        extent it is such a holder of Registrable Securities included in such
        registration statement, and each other such holder of Registrable Securities
        included in such Registration Statement hereby agrees, to indemnify, to the
        full
        extent permitted by law, the Company, the directors and officers of the Company
        and each person who controls the Company (within the meaning of the Act)
        and any
        agent thereof, against any losses, claims, damages, liabilities and expenses
        (including reasonable attorney’s fees and expenses) incurred by such party
        pursuant to any actual or threatened suit, action, proceeding or investigation
        arising out of or based upon any untrue or alleged untrue statement of a
        material fact or any omission or alleged omission of a material fact necessary,
        to make the statements therein (in the case of a prospectus, in the light
        of the
        circumstances under which they are made) not misleading, to the extent, but
        only
        to the extent, that such untrue statement or omission is based upon information
        relating to such Rightsholder or other holder furnished in writing to the
        Company expressly for use therein.

      


      (iii)           Conduct
        of Indemnification Proceedings. Promptly after receipt by an indemnified
        party under this Section 8(d) of written notice of the commencement of any
        action, proceeding, suit or investigation or threat thereof made in writing
        for
        which such indemnified party may claim indemnification or contribution pursuant
        to this Warrant, such indemnified party shall notify in writing the indemnifying
        party of such commencement or threat; but the omission so to notify the
        indemnifying party shall not relieve the indemnifying party from any liability
        which the indemnifying party may have to any indemnified party
        (A) hereunder, unless the indemnifying party is actually prejudiced
        thereby, or (B) otherwise than under this Section 8(d).  In case any
        such action, suit or proceeding shall be brought against any indemnified
        party,
        and the indemnified party shall notify the indemnifying party of the
        commencement thereof, the indemnifying party shall be entitled to participate
        therein and the indemnifying party shall assume the defense thereof, with
        counsel reasonably satisfactory to the indemnified party, and the obligation
        to
        pay all expenses relating thereto.  The indemnified party shall have
        the right to employ separate counsel in any such action, suit or proceeding
        and
        to participate in the defense thereof, but the fees and expenses of such
        counsel
        shall be at the expense of such indemnified party unless (A) the indemnifying
        party has agreed to pay such fees and expenses, (B) the indemnifying party
        shall
        have failed to assume the defense of such action, suit or proceeding or to
        employ counsel reasonably satisfactory to the indemnified party therein or
        to
        pay all expenses relating thereto or (C) the named parties to any such action
        or
        proceeding (including any impleaded parties) include both the indemnified
        party
        and the indemnifying party and the indemnified party shall have

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      been
        advised by counsel that there may be one or more legal defenses available
        to the
        indemnified party which are different from or additional to those available
        to
        the indemnifying party and which may result in a conflict between the
        indemnifying party and such indemnified party (in which case, if the indemnified
        party notifies the indemnifying party in writing that the indemnified party
        elects to employ separate counsel at the expense of the indemnifying party,
        the
        indemnifying party shall not have the right to assume the defense of such
        action
        or proceeding on behalf of the indemnified party; it being understood, however,
        that the indemnifying party shall not, in connection with any one such action,
        suit or proceeding or separate but substantially similar or related actions,
        suits or proceedings in the same jurisdiction arising out of the same general
        allegations or circumstances, be liable for the fees and expenses of more
        than
        one separate firm of attorneys at any time for the indemnified party, which
        firm
        shall be designated in writing by the indemnified party).

      


      (iv)           Contribution.  If
        the indemnification provided for in this Section 8(d) from the indemnifying
        party is unavailable to an indemnified party hereunder in respect of any
        losses,
        claims, damages, liabilities or expenses referred to therein, then the
        indemnifying party, in lieu of indemnifying such indemnified party, shall
        contribute to the amount paid or payable by such indemnified party as a result
        of such losses, claims, damages, liabilities or expenses (A) in such proportion
        as is appropriate to reflect the relative benefits received by the indemnifying
        party on the one hand and the indemnified party on the other or (B) if the
        allocation provided by clause (A) above is not permitted by applicable law,
        in
        such proportion as is appropriate to reflect not only the relative benefits
        received by the indemnifying party on the one hand and the indemnified party
        on
        the other but also the relative fault of the indemnifying party and indemnified
        party, as well as any other relevant equitable considerations.  The
        relative fault of such indemnifying party and the indemnified parties shall
        be
        determined by reference to, among other things, whether any action in question,
        including any untrue or alleged untrue statement of a material fact or omission
        or alleged omission to state a material fact, has been made by, or relates
        to
        information supplied by, such indemnifying party or indemnified parties,
        and the
        parties’ relative intent, knowledge, access to information and opportunity to
        correct or prevent such action.  The amount paid or payable by a party
        as a result of the losses, claims, damages, liabilities and expenses referred
        to
        above shall be deemed to include, subject to the limitation set forth in
        Section
        5.5, any legal or other fees or expenses reasonably incurred by such party
        in
        connection with any investigation or proceeding.

      


      The
        parties hereto agree that it would
        not be just and equitable if contribution pursuant to this Section 8(d)(iv)
        were
        determined by pro rata allocation or by any other method of allocation which
        does not take into account the equitable considerations referred to in clauses
        (A) and (B) of the immediately preceding paragraph.  No person
        guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
        of
        the Act) shall be entitled to contribution from any person who was not guilty
        of
        such fraudulent misrepresentation.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (v)           Limitation.  Notwithstanding
        anything to the contrary contained in this Section 8(d), no holder of
        Registrable Securities shall be liable for indemnification and contribution
        payments aggregating an amount in excess of the maximum amount received by
        such
        holder in connection with any sale of Registrable Securities as contemplated
        herein.

      


      9.           Redemption.  To
        the extent permitted by applicable law, this Warrant is redeemable by the
        Company in whole, but not in part, on not less than ten days’ prior written
        notice (the “Redemption Notice”) at a redemption price of $0.001 (the
“Redemption Price”), at any time on or after the Warrant Commencement
        Date and on or before the Expiration Time.  The Warrantholders will
        have full rights to exercise all rights under this Warrant subject to the
        Redemption Notice until 5:00 p.m. (EST) (the “Accelerated Expiration
        Time”), on the business day immediately preceding the date fixed for
        redemption (the “Redemption Date”) in the Redemption Notice.

      


      10.           Miscellaneous.  This
        Warrant and any term hereof may be changed, waived, discharged or terminated
        only by an instrument in writing signed by the party against which enforcement
        of such change, waiver, discharge or termination is sought.  This
        Warrant shall be governed by and construed in accordance with the laws of
        the
        State of New York without giving effect to conflicts of law principles
        thereof.  The headings in this Warrant are for purposes of reference
        only, and shall not limit or otherwise affect any of the terms
        hereof.

      


      


      Winsonic
        Digital Media Group,
        Ltd.

      


      


      By:      ___________________________________                             

      Winston
        Johnson,

      Chief
        Executive Officer

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      EXERCISE
        FORM

      


       Dated:_____________

      


      TO:  Winsonic
        Digital Media Group, Ltd. (the “Company”)

      


      The
        undersigned hereby irrevocably
        elects to exercise the right to purchase represented by the attached Warrant
        for, and to purchase thereunder, ________________ shares of the Company’s common
        stock, par value $0.001 (the “Common Stock”), and hereby makes payment of
        $______________ in payment of the actual Exercise Price thereof.

      


      [The
        number of share of Common Stock to
        be issued does not include all shares of Common Stock purchasable as provided
        in
        the attached Warrant and, accordingly, a certificate evidencing a new Warrant
        for _________ shares of Common Stock is to be issued in the name of
        __________________, whose address is
        _____________________________________________ _________________________________
        and whose (SS#)(FEIN#) is ____________________.]

      


      I
        ACKNOWLEDGE THAT SUCH SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED OR UNDER ANY APPLICABLE STATE SECURITIES
        LAWS
        AND SUCH SHARES OF COMMON STOCK MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
        OF
        REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE
        STATE SECURITIES LAWS.  THE COMPANY, IN ITS SOLE DISCRETION, SHALL
        HAVE THE RIGHT TO REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
        THE
        COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN
        CONNECTION WITH ANY PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF
        ANY
        APPLICABLE STATE SECURITIES LAWS.

      


      INSTRUCTIONS
        FOR REGISTRATION OF COMMON STOCK

      



       

      
         

        
          	
                   Name:

                	 	 ________________________________________________________________________________________________	 
	 	 	                     (Please
                  type or print in block letters)	 
	 	 	 	 
	
                   (SS#)(FEIN#): 

                	 	 ________________________________________________________________________________________________	 
	 	 	 	 
	
                  Address: 

                	 	 ________________________________________________________________________________________________	 
	 	 	 	 
	 	 	 ________________________________________________________________________________________________	 
	 	 	 	 
	 	 	 	 
	
                   Signature:

                	 	 ________________________________________________________________________________________________	 
	 	 	
                  (Signature
                    must conform in all respects to the name of the Warrantholder
                    as set forth
                    on the face of this Warrant.)

                	 


        

      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      ASSIGNMENT
        FORM

       

      
 

      
        	
                 FOR
                  VALUE RECEIVED, 

              	 _____________________________________________________________________________________________________________________ 


      

      
        	
                 

              	
                (Please
                  type or print in block letters)

              


      

      


      hereby
        sells, assigns and transfers all rights of the undersigned under the attached
        Warrant with respect to the number of shares of Common Stock covered thereby
        set
        forth below, unto:

      
 

      
        	 Name
                of Assignee(s)   	 SS#/FEIN#   	 Address(es)	 No.
                of Shares


      

                                                                                                           

       

      


      


      Dated:  _____________________                                          

      


      


       

      
        
           

          
            	
                     Signature:

                  	 	 ________________________________________________________________________________________________	 
	 	 	
                    (Signature
                      must conform in all respects to the name of the Warrantholder
                      as set forth
                      on the face of this Certificate.)

                  	 
	 	 	 	 
	
                     By: 

                  	 	________________________________________________________________________________________________	 
	
                     Title:

                  	 	________________________________________________________________________________________________	 


          

        

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