**THIS
      WARRANT AS WELL AS THE COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT** **HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED,
      ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO A
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE
      AND
      IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC
      EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON THE HOLDER
      HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL WHICH OPINION IS
      REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS
      CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS
      ANY
      APPLICABLE “BLUE SKY” OR SIMILAR SECURITIES LAW**





**VOID
      AFTER 5.00 P.M. NEW YORK TIME, ON _____________________ (the “Termination
      Date”)**






**WARRANT
      TO PURCHASE ____________ SHARES OF THE COMMON STOCK OF**





**STATMON
      TECHNOLOGIES CORP.**








This
      is
      to certify that, FOR VALUE RECEIVED, ___________ **** (The
      “Holder”) is entitled to purchase, subject to the provisions of this Warrant,
      from **STATMON
      TECHNOLOGIES CORP.** ,
      a
      Nevada corporation (the “Company”), **______________** shares
      of
      the common stock of the Company, $.01 par value (the “Common Stock”), at a price
      of one dollar and twenty-five cents ( **$1.25)** per
      share at any time or from time to time from the date hereof until 5:00 P.M.,
      New
      York City Time on the Termination Date. The number of shares to be received
      upon
      the exercise of this Warrant and the price to be paid for each such share shall
      be adjusted from time to time as hereinafter set forth. The shares deliverable
      upon such exercise, and as adjusted from time to time, are hereinafter sometimes
      referred to as “Warrant Shares” and the exercise price of this Warrant as in
      effect at any time as adjusted from time to time is hereinafter sometimes
      referred to as the “Exercise Price.”









**SECTION
      1.**   **EXERCISE
      OF WARRANT.**


This
      Warrant may be exercised in whole or in part at any time or from time to time
      during the period commencing on the date hereof and terminating at
      5:00 P.M., New York City Time, on the Termination Date (the “Exercise
      Period”) provided, however, that (i) if the Termination Date is a day on which
      banking institutions in the State of New York are authorized by law to close,
      then on the next succeeding day which shall not be such a day, and (ii) in
      the
      event of any merger, consolidation or sale of substantially all the assets
      of
      the Company resulting in any distribution to the Company’s stockholders on or
      before the Termination Date, the Holder shall have the right to exercise this
      Warrant commencing at such time through the Termination Date which shall entitle
      the Holder to receive, in lieu of Warrant Shares, the kind and amount of
      securities and property (including cash) receivable by a holder of the number
      of
      shares into which this Warrant might have been exercisable immediately prior
      thereto. For purposes of this Warrant, the term “Warrant Shares” shall include
      such securities and property. This Warrant may be exercised by presentation
      and
      surrender hereof to the Company at its principal office, or at the office of
      its
      stock transfer agent, if any, with the Purchase Form annexed hereto duly
      executed and accompanied by payment of the Exercise Price for the number of
      Warrant Shares specified in such Purchase Form. Such payment may be made, at
      the
      option of the Holder, by check or wire transfer As soon as practicable after
      each such exercise of the Warrant, but not later than two business days from
      the
      date of such exercise, the Company shall issue and deliver to the Holder a
      certificate or certificates representing the Warrant Shares issuable upon such
      exercise, registered in the name of the Holder or the Holder’s designee. If this
      Warrant should be exercised in part only, the Company shall, upon surrender
      of
      this Warrant for cancellation, execute and deliver a new Warrant evidencing
      the
      rights of the Holder thereof to purchase the balance of the Warrant Shares
      purchasable hereunder. Upon receipt by the Company of this Warrant at its
      office, or by the stock transfer agent of the Company at its office, in proper
      form for exercise, the Holder shall be deemed to be the holder of record of
      the
      Warrant Shares issuable upon such exercise, notwithstanding that the stock
      transfer books of the Company shall then be closed or that certificates
      representing such shares shall not then be physically delivered to the
      Holder.





**SECTION
      2.**   **RESERVATION
      OF SHARES.**





The
      Company shall at all times reserve for issuance and/or delivery upon exercise
      of
      this Warrant such number of Warrant Shares as shall be required for issuance
      and
      delivery upon exercise of this Warrant.





**SECTION
      3.**   **FRACTIONAL
      SHARES.**





No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant. With respect to any fraction of a share called
      for
      upon any exercise hereof, the Company shall pay to the Holder an amount in
      cash
      equal to such fraction multiplied by the value of of a share determined as
      follows( the “Current Market Value”):









(a) If
      the
      Common Stock is listed on a national securities exchange or admitted to unlisted
      trading privileges on such exchange or listed for trading on NASDAQ, the Current
      Market Value shall be the last reported sale price of the Common Stock on such
      exchange or system on the last business day prior to the date of exercise of
      this Warrant or if no such sale is made on such day, the average of the closing
      high bid and low asked prices for such day on such exchange or system;
      or


(b) If
      the
      Common Stock is not so listed or admitted to unlisted trading privileges but
      bid
      and asked prices are reported by the National Quotation Bureau, Inc. or any
      successor thereto, the Current Market Value shall be the average of last
      reported high bid and low asked prices reported by the National Quotation
      Bureau, Inc. on the last business day prior to the date of the exercise of
      this
      Warrant; or





(c) If
      the
      Common Stock is not so listed or admitted to unlisted trading privileges and
      bid
      and asked prices are not so reported, the Current Market Value shall be the
      book
      value of a share thereof as at the end of the fiscal quarter of the Company
      ending immediately prior to the date of the exercise of the Warrant determined
      in accordance with generally accepted accounting principles consistently
      applied.





**SECTION
      4.**  **EXCHANGE,
      TRANSFER, ASSIGNMENT OR LOSS OF Warrant.**





This
      Warrant is exchangeable, without expense, at the option of the Holder, upon
      presentation and surrender hereof to the Company for other Warrants of different
      denominations entitling the Holder thereof to purchase in the aggregate the
      same
      number of shares of Common Stock purchasable hereunder. The term “Warrant” as
      used herein includes any Warrants into which this Warrant may be divided or
      exchanged. Upon receipt by the Company of evidence reasonably satisfactory
      to it
      of the loss, theft, destruction or mutilation of this Warrant, and (in the
      case
      of loss, theft or destruction) of reasonably satisfactory indemnification,
      and
      upon surrender and cancellation of this Warrant, if mutilated, the Company
      will
      execute and deliver a new Warrant of like tenor and date. Any such new Warrant
      executed and delivered shall constitute an additional contractual obligation
      on
      the part of the Company, whether or not this Warrant so lost, stolen, destroyed,
      or mutilated shall be at any time enforceable by anyone.





**SECTION
      5.**   **RIGHTS
      AND LIABILITIES OF THE HOLDER.**





The
      Holder shall not, by virtue hereof, be entitled to any rights of a shareholder
      in the Company, either at law or equity, and the rights of the Holder are
      limited to those expressed in this Warrant and are not enforceable against
      the
      Company except to the extent set forth herein. No provision of this Warrant,
      in
      the absence of affirmative action by the Holder to purchase the Warrant Shares,
      and no mere enumeration herein of the rights or privileges of the Holder, shall
      give rise to any liability of the Holder for the Exercise Price or as a
      shareholder of the Company, whether such liability is asserted by the Company
      or
      by creditors of the Company.


-3-


**SECTION
                    6.**
                **ADJUSTMENTS,
                    NOTICE PROVISIONS AND RESTRICTIONS ON ISSUANCE OF ADDITIONAL
                    SECURITIES.**




SECTION
      6.1  Adjustment
      of Exercise Price .
      The
      Exercise Price in effect from time to time shall be subject to adjustment,
      as
      follows:


(a) In
      case
      the Company shall (i) declare a dividend or make a distribution on the
      outstanding shares of its capital stock that is payable in shares of its Common
      Stock, (ii) subdivide, split or reclassify the outstanding shares of its Common
      Stock into a greater number of shares, or (iii) combine or reclassify the
      outstanding shares of its Common Stock into a smaller number of shares, the
      Exercise Price in effect immediately after the record date for such dividend
      or
      distribution or the effective date of such subdivision, combination or
      reclassification shall be adjusted so that it shall equal the price determined
      by multiplying the Exercise Price in effect immediately prior thereto by a
      fraction, the numerator of which shall be the number of shares of Common Stock
      outstanding immediately before such dividend, distribution, split, subdivision,
      combination or reclassification, and the denominator of which shall be the
      number of shares of Common Stock outstanding immediately after such dividend,
      distribution, split, subdivision, combination or reclassification. Any shares
      of
      Common Stock issuable in payment of a dividend shall be deemed to have been
      issued immediately prior to the record date for such dividend for purposes
      of
      calculating the number of outstanding shares of Common Stock of the Company
      under this Section 6. Such adjustment shall be made successively upon the
      occurrence of each event specified above.





(b) In
      case
      the Company fixes a record date for the issuance to holders of its Common Stock
      of rights, options, warrants or convertible or exchangeable securities generally
      entitling such holders to subscribe for or purchase shares of Common Stock
      at a
      price per share less than the Current Market Price (as such term is defined
      in
      Subsection 6.1(d) hereof) per share of Common Stock on such record date, the
      Exercise Price shall be adjusted immediately thereafter so that it shall equal
      the price determined by multiplying the Exercise Price in effect immediately
      prior thereto by a fraction, the numerator of which 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 so offered would purchase at the Current Market Price per share,
      and the denominator of which shall be number of shares of Common Stock
      outstanding on such Record Date plus the number of additional shares of Common
      Stock offered for subscription or purchase. Such adjustment shall be made
      successively on each date whenever a record date is fixed.





(c) In
      case
      the Company fixes a record date for the making of a distribution to all holders
      of shares of its Common Stock of (i) of shares of any class of capital stock
      other than its Common Stock or (ii) of evidences of its indebtedness or (iii)
      of
      assets (other than dividends or distributions referred to in Subsection 6.1(a)
      hereof) or (iv) of rights, options, warrants or convertible or exchangeable
      securities (excluding those rights, options, warrants or convertible or
      exchangeable securities referred to in Subsection 6.1(b) hereof), then in each
      such case the Exercise Price in effect immediately thereafter shall be
      determined by multiplying the Exercise Price in effect immediately prior thereto
      by a fraction, of which the numerator shall be the total number of shares of
      Common Stock outstanding on such record date multiplied by the Current Market
      Price (as such term is defined in Subsection 6.1(d) hereof) per share on such
      record date, less the aggregate fair value as determined in good faith by the
      Board of Directors of the Company of said shares or evidences of indebtedness
      or
      assets or rights, options, warrants or convertible or exchangeable securities
      so
      distributed, and of which the denominator shall be the total number of shares
      of
      Common Stock outstanding on such record date multiplied by such Current market
      Price per share. Such adjustment shall be made successively each time such
      a
      record date is fixed. In the event that such distribution is not so made, the
      Exercise Price then in effect shall be readjusted to the Exercise Price which
      would then be in effect if such record date had not been fixed.




-4-




(d) For
      the
      purpose of any computation under Subsection 6.1(a), 6.1(b) or 6.1(c)
      hereof, the “Current Market Price” per share at any date (the “Computation
      Date”) shall be deemed to be the average of the daily Current Market Value over
      twenty consecutive trading days ending the trading day before such date; *provided,
      however,* upon the
      occurrence, prior to the Computation Date, of any event described in Subsections
      6.1(a), 6.1(b) or 6.1(c) which shall have become effective with respect to
      market transactions at any time (the “Market-Effect Date”) on or after the
      beginning of such 20-day period, the Current Market Value for each trading
      day
      preceding the Market-Effect Date shall be adjusted, for purposes of calculating
      such average, by multiplying such closing price by a fraction the numerator
      of
      which is the Exercise Price as in effect immediately after the Market-Effect
      Date and the denominator of which is the Exercise Price immediately prior to
      the
      Market-Effect Date, it being understood that the purpose of this proviso is
      to
      ensure that the effect of such event on the market price of the Common Stock
      shall, as nearly as possible, be eliminated in order that the distortion in
      the
      calculation of the Current Market Price may be minimized.





(e) All
      calculations under this Section 6.1 shall be made to the nearest
      cent.





SECTION
      6.2  Adjustment
      of Number of Shares .
      Upon
      each adjustment of the Exercise Price pursuant to Section 6.1, this Warrant
      shall thereupon evidence the right to purchase, in addition to any other
      securities to which the Holder is entitled to purchase, that number of Warrant
      Shares (calculated to the nearest one-hundred thousandth of a share) obtained
      by
      multiplying the number of shares of Common Stock purchasable upon exercise
      of
      the Warrant immediately prior to such adjustment by the Exercise Price in effect
      immediately prior to such adjustment and dividing the product so obtained by
      the
      Exercise Price in effect immediately after such adjustment.





SECTION
      6.3  Verification
      of Computations .
      The
      Company shall select a firm of independent public accountants, which may be
      the
      Company’s independent auditors, and which selection may be changed from time to
      time, to verify the computations made in accordance with this Section 6. The
      certificate, report of other written statement of any such firm shall be
      conclusive evidence of the correctness of any computation made under this
      Section 6. Promptly upon its receipt of such certificate, report or statement
      from such firm of independent public accountants, the Company shall deliver
      a
      copy thereof to the Holder.





SECTION
      6.4  Warrant
      Certificate Amendments .
      Irrespective of any adjustments pursuant to this Section 6, Warrant Certificates
      theretofore or thereafter issued need not be amended or replaced, but Warrant
      Certificates thereafter issued shall bear an appropriate legend or other notice
      of any adjustments and which legend and/or notice has been provided by the
      Company to the Holder, *provided* the
      Company may, at its option, issue new Warrant Certificates evidencing Warrants
      in the form attached hereto to reflect any adjustment in the Exercise Price
      and
      the number of Warrant Shares evidenced by such Warrant Certificates and deliver
      the same to the Holder in substitution for existing Warrant Certificates.


-5-


**SECTION
      7.**   **OFFICER’S
      CERTIFICATE.**





Whenever
      the Exercise Price, the number of Warrant Shares underlying this Warrant or
      either of them shall be adjusted as required by the provisions of the foregoing
      Section, the Company shall forthwith file in the custody of its Secretary or
      an
      Assistant Secretary at its principal office and with its stock transfer agent,
      if any, an officer’s certificate showing the adjusted Exercise Price and number
      of Warrant shares determined as herein provided, setting forth in reasonable
      detail the facts requiring such adjustment, including a statement of the number
      of additional shares of Common Stock, if any, and such other facts as shall
      be
      necessary to show the reason for and the manner of computing such adjustment.
      Each such officer’s certificate shall be made available at all reasonable times
      for inspection by the Holder or any subsequent holder of this Warrant executed
      and delivered pursuant to Section 1 hereof and the Company shall, forthwith
      after each such adjustment, mail a copy by certified mail of such certificate
      to
      the Holder or any such subsequent holder.





**SECTION
      8.**   **NOTICES
      TO THE HOLDER**





So
      long
      as this Warrant shall be outstanding, (a) if the Company shall pay any dividend
      or make any distribution upon the Common Stock, (b) if the Company shall offer
      to holders of its Common Stock rights to subscribe for, purchase, or exchange
      property for any shares of any class of stock, or any other rights or Warrants
      or (c) if any capital reorganization of the Company, reclassification of
      the capital stock of the Company, consolidation or merger of the Company with
      or
      into another corporation, sale, lease or transfer of all or substantially all
      of
      the property and assets of the Company to another corporation, or voluntary
      or
      involuntary dissolution, liquidation or winding up of the Company shall be
      effected, then in any such case, the Company shall cause to be sent by overnight
      mail or courier service to the Holder, at least fifteen days prior to the date
      specified in (x) or (y) below, as the case may be, a notice containing a brief
      description of the proposed action and stating the date on which (x) a record
      is
      to be taken for the purpose of such dividend, distribution or subscription
      rights, or (y) such reclassification, reorganization, consolidation, merger,
      conveyance, lease, dissolution, liquidation or winding up is to take place
      and
      the date, if any is to be fixed, as of which holders of Common Stock or other
      securities shall receive cash or other property deliverable upon such
      reclassification, reorganization, consolidation, merger, conveyance,
      dissolution, liquidation or winding up.





**SECTION
      9.**   **RECLASSIFICATION,
      REORGANIZATION OR MERGER.**


In
      case
      of any reclassification, capital reorganization or other change of outstanding
      shares of Common Stock of the Company, or in case of any consolidation or merger
      of the Company with or into another corporation (other than a merger with a
      subsidiary in which merger the Company is the continuing corporation and which
      does not result in any reclassification, capital reorganization or other change
      of outstanding shares of Common Stock of the class issuable upon exercise of
      this Warrant) or in case of any sale, lease or conveyance to another corporation
      of the property of the Company as an entirety (collectively such actions being
      hereinafter referred to as “Reorganizations”), the Company shall, as a condition
      precedent to such Reorganization transaction, cause effective provisions to
      be
      made so that the Holder shall have the right thereafter by exercising this
      Warrant at any time prior to the expiration of the Warrant, to receive in lieu
      of the amount of securities otherwise deliverable, the kind and amount of shares
      of stock and other securities and property receivable upon such Reorganization
      by a holder of the number of shares of Common Stock which might have been
      purchased upon exercise of this Warrant immediately prior to such
      Reorganization. Any such provision shall include provision for adjustments
      which
      shall be as nearly equivalent as may be practicable to the adjustments provided
      for in this Warrant. The foregoing provisions of this Section 9 shall
      similarly apply to successive Reorganizations.





-6-




**SECTION
      10.**  **ISSUE
      TAX** **.**





The
      issuance of certificates representing the Warrant Shares upon the exercise
      of
      this Warrant as well as securities underlying the Share Warrants shall be made
      without charge to the Holder for any issuance tax in respect
      thereof.





**SECTION
      11.**  **EXCHANGE
      PROVISIONS**





**SECTION
      11.1**  **For purposes of this Section 11, this Warrant shall be deemed to represent
      the
      same number of Warrants as there are Warrant Shares underlying this Warrant.
      For
      example, if there are 100,000 Warrant Shares underlying this Warrant, then
      for
      purposes of this Section 11 the Holder shall be deemed to hold 100,000
      Warrants.**





**SECTION
      11.2**  **For
      purposes of this Section 11, the following terms shall have the following
      meanings:**





**(a)** **“Current
      Market Value “ of a Warrant Share shall be such value as determined under
      Section 3 hereof except that the time of the determination thereof shall be
      the
      last business day prior to the day the Company receives a notice from the Holder
      under this Section 11.**





**(b)** **“Warrant
      Value” shall mean the Current Market Value of a Warrant Share underlying each
      Warrant minus the Exercise Price of such Warrant as of the close of business
      on
      the last business day prior to the day the Company receives a notice from the
      Holder under this Section 11.**





**SECTION
      11.3**  **The
      Holder shall have the right to exchange, in a cashless transaction, all or
      part
      of its Warrants at any time not later than** 5:00
      P.M., New York City Time **on the Termination Date by providing written notice (the “Notice”) to the
      Company. The Notice shall set forth the number of Warrants that the Holder
      elects to exchange for Warrant Shares.**




-7-
 
  **SECTION
        11.4**  **Within
        three business days after receipt of the Notice by the Company, the Company
        shall issue the number of Warrant Shares to the Holder which shall be determined
        by dividing the Warrant Value of the Warrants being exchanged by the Exercise
        Price as of the date the Notice is received by the Company. Notwithstanding
        the
        foregoing, the number of Warrant Shares to be so issued to the Holder shall
        not
        exceed the maximum number of Warrant Shares that the Holder would have been
        entitled to receive had it paid the Exercise Price in cash on the day the
        Company receives the Notice.**





**SECTION
      11.5**  **The
      Holder shall surrender the Warrant that the Holder is exchanging for Warrant
      Shares upon receipt of such Warrant Shares. If the entire Warrant is being
      exchanged by the Holder for Warrant Shares, the Company shall cancel the entire
      Warrant. If less than the entire Warrant is being exchanged for Warrant Shares,
      the Company shall issue a new Warrant to the Holder representing the portion
      of
      this Warrant which was not exchanged for Warrant Shares.**





-8-




**SECTION
      12.**  **GOVERNING
      LAW, JURISDICTION AND VENUE.**





This
      Warrant shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York. The Company hereby consents to the exclusive
      jurisdiction and venue of the courts of the State of New York located in New
      York County, New York or the Unites States Federal District Court for the
      Southern District of New York with respect to any matter relating to this
      Warrant and the performance of the Company’s obligations hereunder and the
      Company hereto hereby further consents to the personal jurisdiction of such
      courts. Any action suit or proceeding brought by or on behalf of the Company
      relating to such matters shall be commenced, pursued, defended and resolved
      only
      in such courts and any appropriate appellate court having jurisdiction to hear
      an appeal from any judgment entered in such courts.




**STATMON
              TECHNOLOGIES CORP.**ByGeoffrey
              P.
              TalbotChairman/CEODated:Attest:Secretary




-9-




PURCHASE
      FORM





Dated
                  ___________,




The
      undersigned hereby irrevocably elects to exercise the within Warrant to the
      extent of purchasing ______________ Warrant Shares and hereby makes payment
      of
      ______________ in payment of the actual exercise price thereof.




INSTRUCTIONS
      FOR REGISTRATION OF STOCK




Name(Please
                typewrite or print in block letters)AddressSignature




-10-