WARRANT
      TO PURCHASE COMMON STOCK

    
      
 

      THIS
        WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY
        NOT
        BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE
        OF AN
        EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE
        SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER
        SUCH
        ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 

       

      WARRANT
        TO PURCHASE COMMON STOCK

       

      
        	
                Number
                  of Shares:

              	
                Up
                  to _____________ shares (subject to adjustment)

              
	 	 
	
                Warrant
                  Price:

              	
                $0.01
                  per share

              
	 	 
	
                Issuance
                  Date:

              	
                October
                  17, 2007

              
	 	 
	
                Expiration
                  Date:

              	
                October
                  17, 2017

              


      

      


      


      THIS
        WARRANT CERTIFIES THAT
        for
        value received, _________________________, or its registered assigns
        (hereinafter called the “Holder”)
        is
        entitled to purchase from Medical Discoveris, Inc., a Utah corporation
        (hereinafter called the “Company”),
        the
        above referenced number of fully paid and nonassessable shares (the
“Shares”)
        of
        common stock, no par value (the “Common
        Stock”)
        of
        Company, at the Warrant Price per Share referenced above; the number of shares
        purchasable upon exercise of this Warrant referenced above being subject
        to
        adjustment from time to time as described herein. This Warrant is issued
        in
        connection with that certain Release and Settlement Agreement dated as of
        October 17, 2007, by and among the Company, Holder and the other parties
        therein
        named (the “Settlement
        Agreement”).
        The
        exercise of this Warrant shall be subject to the provisions, limitations
        and
        restrictions contained herein.

       

      1.  Term
        and Exercise.

       

      1.1  Term.
        This
        Warrant is exercisable in whole or in part (but not as to any fractional
        share
        of Common Stock), at any time and from time to time after the date hereof
        prior
        to 6:00 p.m. on the Expiration Date set forth above. 

       

      1.2  Warrant
        Price.
        The
        Warrant shall be exercisable at the Warrant Price described above.

       

      1.3  Maximum
        Number of Shares.
        The
        maximum number of Shares of Common Stock exercisable pursuant to this Warrant
        is
        ____________ Shares. However, notwithstanding anything herein to the contrary,
        in no event shall the Holder be permitted to exercise this Warrant for a
        number
        of Shares greater than the number that would cause the aggregate beneficial
        ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of
        the Securities Exchange Act of 1934, as amended) of the Holder and all persons
        affiliated with the Holder to equal 9.99% of
        the
        Company’s Common Stock then outstanding. 

       

      1.4  Procedure
        for Exercise of Warrant.
        Holder
        may exercise this Warrant by delivering the following to the principal office
        of
        the Company in accordance with Section 5.1 hereof: (i) a duly executed
        Notice of Exercise in substantially the form attached as Schedule A,
        (ii) payment of the Warrant Price then in effect for each of the Shares
        being purchased, as designated in the Notice of Exercise, and (iii) this
        Warrant. Payment of the Warrant Price may be in cash, certified or official
        bank
        check payable to the order of the Company, wire transfer of funds to the
        Company’s account (or any combination of any of the foregoing) in the amount of
        the Warrant Price for each share being purchased, or as set forth in Section
        1.8
        hereof. 

       

      1.5  Delivery
        of Certificate and New Warrant.
        In the
        event of any exercise of the rights represented by this Warrant, a certificate
        or certificates for the shares of Common Stock so purchased, registered in
        the
        name of the Holder or such other name or names as may be designated by the
        Holder, together with any other securities or other property which the Holder
        is
        entitled to receive upon exercise of this Warrant, shall be delivered to
        the
        Holder hereof, at the Company’s expense, within a reasonable time, not exceeding
        fifteen (15) calendar days, after the rights represented by this Warrant
        shall
        have been so exercised; and, unless this Warrant has expired, a new Warrant
        representing the number of Shares (except a remaining fractional share),
        if any,
        with respect to which this Warrant shall not then have been exercised shall
        also
        be issued to the Holder hereof within such time. The person in whose name
        any
        certificate for shares of Common Stock is issued upon exercise of this Warrant
        shall for all purposes be deemed to have become the holder of record of such
        shares on the date on which the Warrant was surrendered and payment of the
        Warrant Price was received by the Company, irrespective of the date of delivery
        of such certificate, except that, if the date of such surrender and payment
        is
        on a date when the stock transfer books of the Company are closed, such person
        shall be deemed to have become the holder of such Shares at the close of
        business on the next succeeding date on which the stock transfer books are
        open.

       

      1.6  Restrictive
        Legend.
        Each
        certificate for Shares shall bear a restrictive legend in substantially the
        form
        as follows, together with any additional legend required by (i) any
        applicable state securities laws and (ii) any securities exchange upon
        which such Shares may, at the time of such exercise, be listed:

       

      “The
        shares of stock evidenced by this certificate have not been registered under
        the
        U.S. Securities Act of 1933, as amended, and may not be offered, sold, pledged
        or otherwise transferred ("transferred") in the absence of such registration
        or
        an applicable exemption therefrom. In the absence of such registration, such
        shares may not be transferred unless, if the Company requests, the Company
        has
        received a written opinion from counsel in form and substance satisfactory
        to
        the Company stating that such transfer is being made in compliance with all
        applicable federal and state securities laws.”

       

      Any
        certificate issued at any time in exchange or substitution for any certificate
        bearing such legend shall also bear such legend unless, in the opinion of
        counsel for the Holder thereof (which counsel shall be reasonably satisfactory
        to the Company), the securities represented thereby are not, at such time,
        required by law to bear such legend.

       

      1.7  Fractional
        Shares.
        No
        fractional Shares shall be issuable upon exercise or conversion of the Warrant
        and the number of Shares to be issued shall be rounded down to the nearest
        whole
        Share. If a fractional share interest arises upon any exercise or conversion
        of
        the Warrant, the Company shall eliminate such fractional share interest by
        paying to Holder an amount computed by multiplying the fractional interest
        by
        the Warrant Price of a full Share then in effect.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      1.8  Cashless
        Exercise.

       

      (a)  Holder
        may, at its option, in lieu of paying the Warrant Price upon exercise of
        this
        Warrant pursuant to Section 1.4 hereof, elect to instead to receive a number
        of
        Shares computed using the following formula:

       

      X=Y(A-B)

      A

      


      Where
        X=
        the number of Shares issuable to Holder upon exercise of this Warrant under
        this
        Section 1.8, Y=the number of Shares issuable to Holder upon exercise of this
        Warrant under Section 1.4 herof, A=the Fair Market Value (as defined below)
        of
        one Share of Common Stock as of the exercise date; and B=the Warrant Price
        of
        one Share of Common Stock.

       

      (b)  For
        purposes of this Section 1.8, "Fair
        Market Value"
        of one
        Share of Common Stock as of a particular date shall be determined as follows:
        (i) if traded on a national securities exchange or through the Nasdaq Stock
        Market, the Fair Market Value shall be deemed to be the volume weighted average
        closing price of the Common Stock on such exchange as of five business days
        immediately prior to such date (or if no reported sales took place on such
        day,
        the last date on which any such sales took place prior to the date of exercise);
        (ii) if traded over-the-counter or the Pink Sheets but not on the Nasdaq
        Stock
        Market, the "Fair Market Value" shall be deemed to be the average of the
        closing
        price as of five business days immediately prior to such date; and (iii)
        if
        there is no active market public market, the "Fair Market Value' shall the
        fair
        market, as mutually determined by the Holder and the Company or, if the Holder
        and the Company are unable to reach such agreement, as determined by a
        nationally recognized independent investment banker or valuation consultant
        (which has not been retained by the Company or any of its affiliates for
        the
        past two years preceding such determination) mutually acceptable to Holder
        and
        Company.

       

      2.  Representations,
        Warranties and Covenants.

       

      2.1 
Representations
        and Warranties.

       

      (a)  The
        Company is a corporation duly organized, validly existing and in good standing
        under the laws of its state of incorporation and has all necessary power
        and
        authority to perform its obligations under this Warrant;

       

      (b)  The
        execution, delivery and performance of this Warrant has been duly authorized
        by
        all necessary actions on the part of the Company and constitutes the legal,
        valid and binding obligation of the Company, enforceable against the Company
        in
        accordance with its terms; and

       

      (c)  This
        Warrant does not violate and is not in conflict with any of the provisions
        of
        the Company’s Articles of Incorporation, Bylaws and any resolutions of the
        Company’s Board of Directors or stockholders, or any agreement of the Company,
        and no event has occurred and no condition or circumstance exists that might
        (with or without notice or lapse of time) constitute or result directly or
        indirectly in such a violation or conflict.

       

      2.2  Issuance
        of Shares.
        The
        Company covenants and agrees that all shares of Common Stock that may be
        issued
        upon the exercise of the rights represented by this Warrant will, upon issuance,
        be validly issued, fully paid and nonassessable, and free from all taxes,
        liens
        and charges with respect to the issue thereof. The Company further covenants
        and
        agrees that it will pay when due and payable any and all federal and state
        taxes
        which may be payable in respect of the issue of this Warrant or any Common
        Stock
        or certificates therefor issuable upon the exercise of this Warrant excluding
        the Holder's income and other taxes not directly relating to the issuance
        of the
        Warrant or Common Stock. The Company further covenants and agrees that the
        Company will at all times have authorized and reserved, free from preemptive
        rights, a sufficient number of shares of Common Stock to provide for the
        exercise in full of the rights represented by this Warrant. If at any time
        the
        number of authorized but unissued shares of Common Stock of the Company shall
        not be sufficient to effect the exercise of the Warrant in full, subject
        to the
        limitations set forth in Section 1.3 hereto, then the Company will take all
        such
        corporate action as may, in the opinion of counsel to the Company, be necessary
        or advisable to increase the number of its authorized shares of Common Stock
        as
        shall be sufficient to permit the exercise of the Warrant in full, subject
        to
        the limitations set forth in Section 1.3 hereto, including without limitation,
        using its best efforts to obtain any necessary stockholder approval of such
        increase. The Company further covenants and agrees that if any shares of
        capital
        stock to be reserved for the purpose of the issuance of 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 in good faith and
        as
        expeditiously as possible endeavor to secure such registration or approval,
        as
        the case may be. If and so long as the Common Stock issuable upon the exercise
        of this Warrant is listed on any national securities exchange or the Nasdaq
        Stock Market, the Company will, if permitted by the rules of such exchange
        or
        market, list and keep listed on such exchange or market, upon official notice
        of
        issuance, all shares of such Common Stock issuable upon exercise of this
        Warrant.

       

      3.  Other
        Adjustments.

       

      3.1  Subdivision
        or Combination of Shares.
        In case
        the Company shall at any time subdivide its outstanding Common Stock into
        a
        greater number of shares, the Warrant Price in effect immediately prior to
        such
        subdivision shall be proportionately reduced, and the number of Shares subject
        to this Warrant shall be proportionately increased, and conversely, in case
        the
        outstanding Common Stock of the Company shall be combined into a smaller
        number
        of shares, the Warrant Price in effect immediately prior to such combination
        shall be proportionately increased, and the number of Shares subject to this
        Warrant shall be proportionately decreased.

       

      3.2  Dividends
        in Common Stock, Other Stock or Property.
        If at
        any time or from time to time the holders of Common Stock (or any shares
        of
        stock or other securities at the time receivable upon the exercise of this
        Warrant) shall have received or become entitled to receive, without payment
        therefor:

       

      (a)  Common
        Stock, Options or any shares or other securities which are at any time directly
        or indirectly convertible into or exchangeable for Common Stock, or any rights
        or options to subscribe for, purchase or otherwise acquire any of the foregoing
        by way of dividend or other distribution;

       

      (b)  any
        cash paid or payable otherwise than as a regular cash dividend; or

       

      (c)  Common
        Stock or additional shares or other securities or property (including cash)
        by
        way of spin-off, split-up, reclassification, combination of shares or similar
        corporate rearrangement (other than Common Stock issued as a stock split
        or
        adjustments in respect of which shall be covered by the terms of Section
        3.1
        above) or additional shares, other securities or property issued in connection
        with a Change (as defined below) (which shall be covered by the terms of
        Section
        3.3 below), then and in each such case, the Holder hereof shall, upon the
        exercise of this Warrant, be entitled to receive, in addition to the number
        of
        shares of Common Stock receivable thereupon, and without payment of any
        additional consideration therefor, the amount of stock and other securities
        and
        property (including cash in the cases referred to in clause (b) above and
        this
        clause (c)) which such Holder would hold on the date of such exercise had
        such
        Holder been the holder of record of such Common Stock as of the date on which
        holders of Common Stock received or became entitled to receive such shares
        or
        all other additional stock and other securities and property.

       

      3.3  Reorganization,
        Reclassification, Consolidation, Merger or Sale.
        If
        any
        recapitalization, reclassification or reorganization of the share capital
        of the
        Company, or any consolidation or merger of the Company with another corporation,
        or the sale of all or substantially all of its shares and/or assets or other
        transaction (including, without limitation, a sale of substantially all of
        its
        assets followed by a liquidation) shall be effected in such a way that holders
        of Common Stock shall be entitled to receive shares, securities or other
        assets
        or property (a “Change”),
        then,
        as a condition of such Change, lawful and adequate provisions shall be made
        by
        the Company whereby the Holder hereof shall thereafter have the right to
        purchase and receive (in lieu of the Common Stock of the Company immediately
        theretofore purchasable and receivable upon the exercise of the rights
        represented hereby) such shares, securities or other assets or property as
        may
        be issued or payable with respect to or in exchange for the number of
        outstanding Common Stock which such Holder would have been entitled to receive
        had such Holder exercised this Warrant immediately prior to the consummation
        of
        such Change. The Company or its successor shall promptly issue to Holder
        a new
        Warrant for such new securities or other property. The new Warrant shall
        provide
        for adjustments which shall be as nearly equivalent as may be practicable
        to
        give effect to the adjustments provided for in this Section 3 including,
        without
        limitation, adjustments to the Warrant Price and to the number of securities
        or
        property issuable upon exercise of the new Warrant. The provisions of this
        Section 3.3 shall similarly apply to successive Changes.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      4.  Ownership
        and Transfer.

       

      4.1  Ownership
        of This Warrant.
        The
        Company may deem and treat the person in whose name this Warrant is registered
        as the holder and owner hereof (notwithstanding any notations of ownership
        or
        writing hereon made by anyone other than the Company) for all purposes and
        shall
        not be affected by any notice to the contrary until presentation of this
        Warrant
        for registration of transfer as provided in this Section 4.

       

      4.2  Transfer
        and Replacement.
        This
        Warrant and all rights hereunder are transferable in whole or in part upon
        the
        books of the Company by the Holder hereof in person or by duly authorized
        attorney, and a new Warrant or Warrants, of the same tenor as this Warrant
        but
        registered in the name of the transferee or transferees (and in the name
        of the
        Holder, if a partial transfer is effected) shall be made and delivered by
        the
        Company upon surrender of this Warrant duly endorsed, at the office of the
        Company in accordance with Section 5.1 hereof. Upon receipt by the Company
        of
        evidence reasonably satisfactory to it of the loss, theft or destruction,
        and,
        in such case, of indemnity or security reasonably satisfactory to it, and
        upon
        surrender of this Warrant if mutilated, the Company will make and deliver
        a new
        Warrant of like tenor, in lieu of this Warrant; provided that if the Holder
        hereof is an instrumentality of a state or local government or an institutional
        holder or a nominee for such an instrumentality or institutional holder an
        irrevocable agreement of indemnity by such Holder shall be sufficient for
        all
        purposes of this Warrant, and no evidence of loss or theft or destruction
        shall
        be necessary. This Warrant shall be promptly cancelled by the Company upon
        the
        surrender hereof in connection with any transfer or replacement. Except as
        otherwise provided above, in the case of the loss, theft or destruction of
        a
        Warrant, the Company shall pay all expenses, taxes and other charges payable
        in
        connection with any transfer or replacement of this Warrant, other than income
        taxes and stock transfer taxes (if any) payable in connection with a transfer
        of
        this Warrant, which shall be payable by the Holder. Holder will not transfer
        this Warrant and the rights hereunder except in compliance with federal and
        state securities laws and except after providing evidence of such compliance
        reasonably satisfactory to the Company.

       

      5.  Miscellaneous
        Provisions.

       

      5.1  Notices.
        Any
        notice or other document required or permitted to be given or delivered to
        the
        Holder shall be delivered or forwarded to the Holder at c/o M.A.G. Capital,
        LLC,
        555 South Flower Street, Suite 4200, Los Angeles, California 90071, Attention:
        David F. Firestone (Facsimile No. 213/553-8285), or to such other address
        or number as shall have been furnished to the Company in writing by the Holder,
        with a copy to Paula Winner Barnett, Esq., 17967 Boris Drive, Encino, CA
        91316
        (Facsimile No. 818/743-7491). Any notice or other document required or permitted
        to be given or delivered to the Company shall be delivered or forwarded to
        the
        Company at Medical Discoveries, Inc. c/o Sunhaven Farms 30103 West Gwinn
        Road,
        Prosser, WA 99350 (Facsimile No. 509/786-2010), or to such other address
        or
        number as shall have been furnished to Holder in writing by the Company or
        to
        the Company by Holder, with copy to Troy Gould PC, 1801 Century Park East,
        Suite
        1600, Los Angeles, CA 90067, Attention: Istvan Benko, Esq. (Facsimile No.
        310/789-1426).

       

      5.2  All
        notices, requests and approvals required by this Warrant shall be in writing
        and
        shall be conclusively deemed to be given (i) when hand-delivered to the other
        party, (ii) when received if sent by facsimile at the address and number
        set
        forth above; provided that notices given by facsimile shall not be effective,
        unless either (a) a duplicate copy of such facsimile notice is promptly given
        by
        depositing the same in the mail, postage prepaid and addressed to the party
        as
        set forth below or (b) the receiving party delivers a written confirmation
        of
        receipt for such notice by any other method permitted under this paragraph;
        and
        further provided that any notice given by facsimile received after 5:00 p.m.
        (recipient’s time) or on a non-business day shall be deemed received on the next
        business day; (iii) five (5) business days after deposit in the United States
        mail, certified, return receipt requested, postage prepaid, and addressed
        to the
        party as set forth below; or (iv) the next business day after deposit with
        an
        international overnight delivery service, postage prepaid, addressed to the
        party as set forth below with next business day delivery guaranteed; provided
        that the sending party receives confirmation of delivery from the delivery
        service provider.

       

      5.3  No
        Rights as Shareholder; Limitation of Liability.
        This
        Warrant shall not entitle the Holder to any of the rights of a shareholder
        of
        the Company except upon exercise in accordance with the terms hereof. No
        provision hereof, in the absence of affirmative action by the Holder to purchase
        shares of Common Stock, and no mere enumeration herein of the rights or
        privileges of the Holder, shall give rise to any liability of the Holder
        for the
        Warrant Price hereunder or as a shareholder of the Company, whether such
        liability is asserted by the Company or by creditors of the
        Company.

       

      5.4  Governing
        Law.
        This
        Warrant shall be governed by and construed in accordance with the laws of
        the
        State of California as applied to agreements among California residents made
        and
        to be performed entirely within the State of California, without giving effect
        to the conflict of law principles thereof.

       

      5.5  Binding
        Effect on Successors.
        This
        Warrant shall be binding upon any corporation succeeding the Company by merger,
        consolidation or acquisition of all or substantially all of the Company’s assets
        and/or securities. All of the obligations of the Company relating to the
        Shares
        issuable upon the exercise of this Warrant shall survive the exercise and
        termination of this Warrant. All of the covenants and agreements of the Company
        shall inure to the benefit of the successors and assigns of the
        Holder.

       

      5.6  Waiver,
        Amendments and Headings.
        This
        Warrant and any provision hereof may be changed, waived, discharged or
        terminated only by an instrument in writing signed by both parties (either
        generally or in a particular instance and either retroactively or
        prospectively). The headings in this Warrant are for purposes of reference
        only
        and shall not affect the meaning or construction of any of the provisions
        hereof. 

       

      5.7  Jurisdiction.
        Each of
        the parties irrevocably agrees that any and all suits or proceedings based
        on or
        arising under this Agreement may be brought only in and shall be resolved
        in the
        federal or state courts located in the City of Los Angeles, California and
        consents to the jurisdiction of such courts for such purpose. Each of the
        parties irrevocably waives the defense of an inconvenient forum to the
        maintenance of such suit or proceeding in any such court. Each of the parties
        further agrees that service of process upon such party mailed by first class
        mail to the address set forth in Section 5.1 shall be deemed in every respect
        effective service of process upon such party in any such suit or proceeding.
        Nothing herein shall affect the right of a Holder to serve process in any
        other
        manner permitted by law. Each of the parties agrees that a final non-appealable
        judgment in any such suit or proceeding shall be conclusive and may be enforced
        in other jurisdictions by suit on such judgment or in any other lawful
        manner.

       

      5.8  Attorneys'
        Fees and Disbursements.
        If any
        action at law or in equity is necessary to enforce or interpret the terms
        of
        this Agreement, the prevailing party or parties shall be entitled to receive
        from the other party or parties reasonable attorneys’ fees and disbursements in
        addition to any other relief to which the prevailing party or parties may
        be
        entitled. 

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF,
        the
        Company has caused this Warrant to be signed by its duly authorized officer
        this
        17th
        day of
        October, 2007.

       

      
        	 	 	 
	
                COMPANY:

              	MEDICAL
                DISCOVERIES, INC. 
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                

              
	 	Print Name: David
                R.
                Walker
	 	 
	 	
                Title:
                  Chairman of the Board of
                  Directors

              


      

    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
       

      SCHEDULE
        A

      
        


        FORM
          OF NOTICE OF EXERCISE

        


        [To
          be signed only upon exercise of the Warrant]

        


        TO
          BE EXECUTED BY THE REGISTERED HOLDER

        TO
          EXERCISE THE WITHIN WARRANT

        


        


        The
          undersigned hereby elects to purchase _______ shares of Common Stock (the
          “Shares”) of Medical Discoveries, Inc. under the Warrant to Purchase Common
          Stock dated October 17, 2007, which the undersigned is entitled to purchase
          pursuant to the terms of such Warrant, and [check one]:

         

        
          	
                  o

                	
                  Cash
                    Exercise.
                    The undersigned has delivered $_______, the aggregate Warrant
                    Price for
                    _____ Shares purchased herewith, in full in cash or by certified
                    or
                    official bank check or wire
                    transfer;

                


        

        


        
          	
                  o

                	
                  Net
                    Exercise.
                    In exchange for the issuance of _______ Shares, the undersigned
                    hereby
                    agrees to surrender the right to purchase _______ shares of Common
                    Stock
                    pursuant to the net exercise provisions set forth in Section
                    1.8 of the
                    Warrant.

                


        

        


        Please
          issue a certificate or certificates representing such shares of Common
          Stock in
          the name of the undersigned or in such other name as is specified below
          and in
          the denominations as is set forth below:

         

        
          	 	   
                  	 


        

        [Type
          Name of Holder as it should appear on the stock certificate]

         

        
           

          
            	 	   
                    	 


          

        

        [Requested
          Denominations - if no denomination is specified, a single certificate will
          be
          issued]

         

        The
          initial address of such Holder to be entered on the books of Company shall
          be:

         

        
          	 	      	 
	 	     	 
	 	      	 


        

         

        The
          undersigned hereby represents and warrants that the undersigned is acquiring
          such shares for his own account for investment purposes only, and not for
          resale
          or with a view to distribution of such shares or any part thereof.

         

        


        
          	 	By:	  

	 	 	 
	 	Print
                  Name:	   
                  
	 	 	 
	 	Title:	  

	 	 	 
	 	Dated:	  
                  


        

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

      

      FORM
        OF ASSIGNMENT

      (ENTIRE)

      


      [To
        be signed only upon transfer of entire Warrant]

      


      TO
        BE EXECUTED BY THE REGISTERED HOLDER

      TO
        TRANSFER THE WITHIN WARRANT

      


      


       

      FOR
        VALUE RECEIVED
        ___________________________ hereby sells, assigns and transfers unto
        _______________________________ all rights of the undersigned under and pursuant
        to the within Warrant, and the undersigned does hereby irrevocably constitute
        and appoint _____________________ Attorney to transfer the said Warrant on
        the
        books of ________ _________, with full power of substitution.

      


       

       

      
        	      	 


      

      [Type
        Name of Holder]

       

      


       

      
        	By:	   	 
	Title:
                	   
                	 
	 	 	 
	 	 	 
	 	 	 
	Dated:  	   
                	 


      

        

       

       

      


      NOTICE

      The
        signature to the foregoing Assignment must correspond exactly to the name
        as
        written upon the face of the within Warrant, without alteration or enlargement
        or any change whatsoever.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      FORM
        OF ASSIGNMENT

      (PARTIAL)

       

      [To
        be signed only upon partial transfer of Warrant]

       

      TO
        BE EXECUTED BY THE REGISTERED HOLDER

      TO
        TRANSFER THE WITHIN WARRANT

       

       

      FOR
        VALUE
        RECEIVED ___________________________ hereby sells, assigns and transfers
        unto
        ____________________________ (i) the rights of the undersigned to purchase
        ____________________ shares of Common Stock under and pursuant to the within
        Warrant, and (ii) on a non-exclusive basis, all other rights of the
        undersigned under and pursuant to the within Warrant, it being understood
        that
        the undersigned shall retain, severally (and not jointly) with the transferee(s)
        named herein, all rights assigned on such non-exclusive basis.  The
        undersigned does hereby irrevocably constitute and appoint
        __________________________ Attorney to transfer the said Warrant on the books
        of
        Rentech, Inc.,  with full power of substitution.

      
         

         

        
          	      	 


        

        [Type
          Name of Holder]

         

        


         

        
          	By:	  
	 	     
	Title:
                  	   
                  	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Dated:  	   
                  	 	 


        

          

      

       

       

      NOTICE

      The
        signature to the foregoing Assignment must correspond exactly to the name
        as
        written upon the face of the within Warrant, without alteration or enlargement
        or any change whatsoever.

      


      
        
          
          

        

        
          7