ADDENDUM
A

    TO
12% PROMISSORY NOTE

    


    


    THE
SECURITIES REPRESENTED BY THIS WARRANT AND THE COMMON STOCK ISSUABLE THEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW AND, ACCORDINGLY, THE
SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE
TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER, THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS.

    


    


    POST-MATURITY
WARRANTS

    


    to
Purchase Common Stock of

    


    Boomerang
Systems, Inc.

    


    Expiring
on [_____________], 2014

    


    


    This Post-Maturity Warrant to Purchase
Common Stock (the "Warrant") certifies that for value received,
[__________________] (the "Holder"), or its assigns, is entitled to subscribe
for and purchase from the Company (as hereinafter defined), in whole or in part,
[______________] shares of duly authorized, validly issued, fully paid and
non-assessable shares of Common Stock (as hereinafter defined) at the initial
Exercise Price (as hereinafter defined), subject, however, to the provisions and
upon the terms and conditions hereinafter set forth.  The number of
Warrants (as hereinafter defined), the number of shares of Common Stock
purchasable hereunder, and the Exercise Price therefor are subject to adjustment
as hereinafter set forth.  This Warrant and all rights hereunder shall
expire at 5:00 p.m., New York City time, on [______________],
2014.

    


    This Warrant is issued pursuant to
Section 2.4 of the 12% Promissory Note (as such term is hereinafter defined)
held by the Holder.

    


    As used herein, the following terms
shall have the meanings set forth below:

    


    “12% Promissory Note” shall
mean the 12% Promissory Note of the Company dated August ____, 2008 made and
delivered pursuant to the Subscription Agreement between the Company and the
original holder of the 12% Promissory Note dated July _____, 2008.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    "Company" shall mean Boomerang
Systems, Inc., a Delaware corporation, and shall also include any successor
thereto with respect to the obligations hereunder, by merger, consolidation or
otherwise.

    


    "Common Stock" shall mean and
include the Company's Common Stock, par value $0.001 per share, authorized on
the date of the original issue of this Warrant and shall also include (i) in
case of any reorganization, reclassification, consolidation, merger, share
exchange or sale, transfer or other disposition of assets of the character
referred to in Section 3.2 hereof, the stock or securities provided for in such
Section, and (ii) any other shares of common stock of the Company into which
such shares of Common Stock may be converted.

    


    "Exercise Price" shall mean
the initial purchase price of $______ per share of Common Stock, with such
Exercise Price determined as provided in Section 2.4 of the 12% Promissory Note,
payable upon exercise of the Warrants.  After issuance of this
Warrant, the Exercise Price is subject to adjustment from time to time pursuant
to the provisions hereof.

    


    "Person" means any individual,
corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

    


    "Securities Act" means the
Securities Act of 1933, as amended.

    


    "Warrant" shall mean the right
upon exercise to purchase one Warrant Share.

    


    "Warrant Shares" shall mean
the shares of Common Stock purchased or purchasable by the holder hereof upon
the exercise of the Warrants.

    


    


    ARTICLE
I

    


    EXERCISE
OF WARRANTS

    


    1.1                      Method of
Exercise.  The Warrants represented hereby may be exercised by
the holder hereof, in whole or in part, at any time and from time to time on or
after the date hereof until 5:00 p.m., New York City time, on [____________],
2014.  To exercise the Warrants, the holder hereof shall deliver to
the Company, at the Warrant Office designated in Section 4.6 hereof, (i) a
written notice in the form of the Subscription Notice attached as an exhibit
hereto, stating therein the election of such holder to exercise the Warrants in
the manner provided in the Subscription Notice; (ii) payment in full of the
Exercise Price in cash or by bank check for all Warrant Shares purchased
hereunder.  The Warrants shall be deemed to be exercised on the date
of receipt by the Company of the Subscription Notice, accompanied by payment for
the Warrant Shares and surrender of this Warrant, as aforesaid, and such date is
referred to herein as the "Exercise Date".  Upon such exercise, the
Company shall, as promptly as practicable and in any event within ten (10)
business days, issue and deliver to such holder a certificate or certificates
for the full number of the Warrant Shares purchased by such holder hereunder,
and shall, unless the Warrants have expired, deliver to the holder hereof a new
Warrant representing the number of Warrants, if any, that shall not have been
exercised, in all other respects identical to this Warrant.  As
permitted by applicable law, the Person in whose name the certificates for
Common Stock are to be issued shall be deemed to have become a holder of record
of such Common Stock on the Exercise Date and shall be entitled to all of the
benefits of such holder on the Exercise Date, including without limitation, the
right to receive dividends and other distributions for which the record date
falls on or after the Exercise Date and the right to exercise voting
rights.



    
      
         


      

      
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    1.2                      Expenses and
Taxes.  The Company shall pay all expenses and taxes
(including, without limitation, all documentary, stamp, transfer or other
transactional taxes) other than income taxes attributable to the preparation,
issuance or delivery of the Warrants and of the shares of Common Stock issuable
upon exercise of the Warrants.

    


    1.3                      Reservation of
Shares.  The Company shall reserve at all times so long as the
Warrants remain outstanding, free from preemptive rights, out of its treasury
Common Stock or its authorized but un-issued shares of Common Stock, or both,
solely for the purpose of effecting the exercise of the Warrants, a sufficient
number of shares of Common Stock to provide for the exercise of the
Warrants.

    


    1.4                      Valid
Issuance.  All shares of Common Stock that may be issued upon
exercise of the Warrants will, upon issuance by the Company, be duly and validly
issued, fully paid and non-assessable and free from all taxes, liens and charges
with respect to the issuance thereof and, without limiting the generality of the
foregoing, the Company shall take no action or fail to take any action which
will cause a contrary result (including, without limitation, any action that
would cause the Exercise Price to be less than the par value, if any, of the
Common Stock).

    


    1.5                      12% Promissory
Note.  The Warrants represented hereby are issued and sold
pursuant to Company’s 12% Promissory Note dated as of August 8, 2008 (or such
later date as the subscriber’s subscription price is received and collected by
the Company).  The terms of the 12% Promissory Note are hereby
incorporated herein to the extent applicable.  Notwithstanding the
previous sentence, in the event of any conflict between the provisions of the
12% Promissory Note and of this Warrant, the provisions of this Warrant shall
control.

    


    1.6                      Acknowledgment of
Rights.  At the time of the exercise of the Warrants in
accordance with the terms hereof and upon the written request of the holder
hereof, the Company will acknowledge in writing its continuing obligation to
afford to such holder any rights to which such holder shall continue to be
entitled after such exercise in accordance with the provisions of this Warrant;
provided, however, that if the
holder hereof shall fail to make any such request, such failure shall not affect
the continuing obligation of the Company to afford to such holder any such
rights.

    


    1.7                      No Fractional
Shares.  The Company shall not be required to issue fractional
shares of Common Stock on the exercise of this Warrant.  If more than
one Warrant shall be presented for exercise at the same time by the same holder,
the number of full shares of Common Stock which shall be issuable upon such
exercise shall be computed on the basis of the aggregate number of whole shares
of Common Stock purchasable on exercise of the Warrants so
presented.  If any fraction of a share of Common Stock would, except
for the provisions of this Section, be issuable on the exercise of this Warrant,
the Company shall pay an amount in cash calculated by it to be equal to the fair
market value of such fractional share as reasonably determined by the Company’s
Board of Directors.

     

    
      
         


      

      
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    ARTICLE
II

    


    TRANSFER

    


    2.1                                Warrant
Office.  The Company shall maintain an office for certain
purposes specified herein (the "Warrant Office"), which office shall initially
be the Company's offices at 355 Madison Avenue, Morristown, NJ 07960 and may
subsequently be such other office of the Company or of any transfer agent of the
Common Stock in the continental United States as to which written notice has
previously been given to the holder hereof.  The Company shall
maintain, at the Warrant Office, a register for the Warrants in which the
Company shall record the name and address of the Person in whose name this
Warrant has been issued, as well as the name and address of each permitted
assignee of the rights of the registered owner hereof.

    


    2.2                      Ownership of
Warrants.  The Company may deem and treat the Person in whose
name the Warrants are 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 Article II.  Notwithstanding the foregoing, the
Warrants represented hereby, if properly assigned in compliance with this
Article II, may be exercised by an assignee for the purchase of Warrant Shares
without having a new Warrant issued.

    


    2.3                      Restrictions on Transfer of
Warrants.  The Company agrees to maintain at the Warrant Office
books for the registration and transfer of the Warrants.  Subject to
the restrictions on transfer of the Warrants in this Section, the Company, from
time to time, shall register the transfer of the Warrants in such books upon
surrender of this Warrant at the Warrant Office properly endorsed or accompanied
by appropriate instruments of transfer and written instructions for transfer
satisfactory to the Company.  Upon any such transfer and upon payment
by the holder or its transferee of any applicable transfer taxes, new Warrants
shall be issued to the transferee and the transferor (as their respective
interests may appear) and the surrendered Warrants shall be canceled by the
Company.  The Company shall pay all taxes (other than securities
transfer taxes or income taxes) and all other expenses and charges payable in
connection with the transfer of the Warrants pursuant to this
Section.

    


    2.3.1                                Restrictions in
General.  The holder of the Warrants agrees that it will not
transfer the Warrants unless registration of such Warrant Shares under the
Securities Act and any applicable state securities or blue sky laws has become
effective or the holder has provided to the Company an opinion of counsel
acceptable to the Company that such registration is not
required.  Prior to any transfer (other than the grant of a security
interest) as provided herein, the transferor shall provide written notice to the
Company and an opinion of counsel to the effect that the proposed transfer is
exempt from registration under all applicable securities laws, all in form and
substance reasonably satisfactory to the Company.

     

    
      
         


      

      
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    2.4                      Compliance with Securities
Laws.  Notwithstanding any other provisions contained in this
Warrant except Section 2.3.1, the holder hereof understands and agrees that the
following restrictions, limitations and provisions shall be applicable to all
Warrant Shares and to all re-sales or other transfers thereof pursuant to the
Securities Act:

    


    2.4.1                                The
holder hereof agrees that the Warrant Shares shall not be sold or otherwise
transferred unless the Warrant Shares are registered under the Securities Act
and applicable state securities or blue sky laws or are exempt
therefrom.

    


    2.4.2                                A
legend in substantially the following form will be placed on the certificate(s)
evidencing the Warrant Shares:

    


    "THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW AND,
ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE RESOLD,
PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER, OR IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER, THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS."

    


    2.4.3                      Holder
agrees that stop transfer instructions shall be imposed with respect to the
Warrant Shares so as to restrict resale or other transfer thereof, subject to
this Section.

    


    2.4.4                      It
is understood and agreed by the Holder that the Company has no obligation and
has not agreed to register under the Securities Act for sale or transfer either
this Warrant or the Warrant Shares.

    


    2.4.5.                      Upon
any exercise of this Warrant, the Holder agrees to confirm to the Company that
he is an “accredited investor” as defined in Rule 144 adopted under the
Securities Act and provide such other documentation as the Company may
reasonably request in order to obtain assurance that the issue and sale of the
shares to the Holder on exercise of the Warrant is exempt from registration
under the Securities Act.

     

    
      
         


      

      
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    ARTICLE
III

    


    ANTI-DILUTION

    


    3.1           Stock Splits and Reverse
Splits.  In the event that the Company shall at any time
subdivide its outstanding shares of Common Stock into a greater number of
shares, the Exercise Price in effect immediately prior to such subdivision shall
be proportionately reduced and the number of Warrant Shares purchasable pursuant
to this Warrant immediately prior to such subdivision shall be proportionately
increased, and conversely, in the event that the outstanding shares of Common
Stock shall at any time be combined into a smaller number of shares, the
Exercise Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Shares purchasable upon the
exercise of this Warrant immediately prior to such combination shall be
proportionately reduced.   Except as provided in this
Section , no adjustment in the Exercise Price and no change in the number
of Warrant Shares purchasable shall be made under this Article III as a result
of, or by reason of, any such subdivision or combination.

    


    3.2           Reorganizations and Asset
Sales.  If any capital reorganization or reclassification of
the capital stock of the Company, or any consolidation, merger or share exchange
of the Company with another Person, or the sale, transfer or other disposition
of all or substantially all of its assets to another Person shall be effected in
such a way that a holder of Common Stock of the Company shall be entitled to
receive capital stock, securities or assets with respect to or in exchange for
their shares, then the following provisions shall apply:

    


    3.2.1                      As
a condition of such reorganization, reclassification, consolidation, merger,
share exchange, sale, transfer or other disposition (except as otherwise
provided below in this Section ), lawful and adequate provisions shall be
made whereby the holder of Warrants shall thereafter have the right to purchase
and receive upon the terms and conditions specified in this Warrant and in lieu
of the Warrant Shares immediately theretofore receivable upon the exercise of
the rights represented hereby, such shares of capital stock, securities or
assets as may be issued or payable with respect to or in exchange for a number
of outstanding shares of such Common Stock equal to the number of Warrant Shares
immediately theretofore so receivable had such reorganization, reclassification,
consolidation, merger, share exchange or sale not taken place, and in any such
case appropriate provision reasonably satisfactory to such holder shall be made
with respect to the rights and interests of such holder to the end that the
provisions hereof (including, without limitation, provisions for adjustments of
the Exercise Price and of the number of Warrant Shares receivable upon the
exercise) shall thereafter be applicable, as nearly as possible, in relation to
any shares of capital stock, securities or assets thereafter deliverable upon
the exercise of Warrants.

    


    3.2.2                      In
the event of a merger, share exchange or consolidation of the Company with or
into another Person as a result of which a number of shares of Common Stock or
its equivalent of the successor Person greater or lesser than the number of
shares of Common Stock outstanding immediately prior to such merger, share
exchange or consolidation are issuable to holders of Common Stock, then the
Exercise Price in effect immediately prior to such merger, share exchange or
consolidation shall be adjusted in the same manner as though there were a
subdivision or combination of the outstanding shares of Common
Stock.

     

    
      
         


      

      
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    3.2.3                      The
Company shall not effect any such consolidation, merger, share exchange, sale,
transfer or other disposition unless prior to or simultaneously with the
consummation thereof the successor Person (if other than the Company) resulting
from such consolidation, share exchange or merger of the Person purchasing or
otherwise acquiring such assets shall have assumed by written instrument
executed and mailed or delivered to the holder hereof at the last address of
such holder appearing on the books of the Company the obligation to deliver to
such holder such shares of capital stock, securities or assets as, in accordance
with the foregoing provisions, such holder may be entitled to receive, and all
other liabilities and obligations of the Company hereunder.  Upon
written request by the holder hereof, such successor Person will issue a new
warrant revised to reflect the modifications in this Warrant effected pursuant
to this Section .

    


    3.2.4                      If
a purchase, tender or exchange offer is made to and accepted by the holders of
50% or more of the outstanding shares of Common Stock, the Company shall not
effect any consolidation, merger, share exchange or sale, transfer or other
disposition of all or substantially all of the Company's assets with the Person
having made such offer or with any affiliate of such Person, unless prior to the
consummation of such consolidation, merger, share exchange, sale, transfer or
other disposition the holder hereof shall have been given a reasonable
opportunity to then elect to receive upon the exercise of the Warrants either
the capital stock, securities or assets then issuable with respect to the Common
Stock or the capital stock, securities or assets, or the equivalent, issued to
previous holders of the Common Stock in accordance with such offer.

    


    3.3           Adjustment for Asset
Distribution.  If the Company declares a dividend or other
distribution payable to all holders of shares of Common Stock in evidences of
indebtedness of the Company or other assets of the Company (including, cash
(other than regular cash dividends declared by the Board of Directors), capital
stock (other than Common Stock, Convertible Securities or options or rights
thereto) or other property), the Exercise Price in effect immediately prior to
such declaration of such dividend or other distribution shall be reduced by an
amount equal to the amount of such dividend or distribution payable per share of
Common Stock, in the case of a cash dividend or distribution, or by the fair
value of such dividend or distribution per share of Common Stock (as reasonably
determined in good faith by the Board of Directors of the Company), in the case
of any other dividend or distribution.  Such reduction shall be made
whenever any such dividend or distribution is made and shall be effective as of
the date as of which a record is taken for the purpose of such dividend or
distribution or, if a record is not taken, the date as of which holders of
record of Common Stock entitled to such dividend or distribution are
determined.

     

    
      
         


      

      
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    3.4           De
Minimis
Adjustments.  No adjustment in the number of shares of Common
Stock purchasable hereunder shall be required unless such adjustment would
require an increase or decrease of at least one share of Common Stock
purchasable upon an exercise of each Warrant and no adjustment in the Exercise
Price shall be required unless such adjustment would require an increase or
decrease of at least $0.01 in the Exercise Price; provided, however, that any
adjustments which by reason of this Section  are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment.  All calculations shall be made to the nearest full share
or nearest one hundredth of a dollar, as applicable.

    


    3.5           Notice of
Adjustment.  Whenever the Exercise Price or the number of
Warrant Shares issuable upon the exercise of the Warrants shall be adjusted as
herein provided, or the rights of the holder hereof shall change by reason of
other events specified herein, the Company shall compute the adjusted Exercise
Price and the adjusted number of Warrant Shares in accordance with the
provisions hereof and shall prepare an Officer's Certificate setting forth the
adjusted Exercise Price and the adjusted number of Warrant Shares issuable upon
the exercise of the Warrants or specifying the other shares of stock, securities
or assets receivable as a result of such change in rights, and showing in
reasonable detail the facts and calculations upon which such adjustments or
other changes are based.  The Company shall cause to be mailed to the
holder hereof copies of such Officer's Certificate together with a notice
stating that the Exercise Price and the number of Warrant Shares purchasable
upon exercise of the Warrants have been adjusted and setting forth the adjusted
Exercise Price and the adjusted number of Warrant Shares purchasable upon the
exercise of the Warrants.

    


    3.6           Notifications to
Holders.  In case at any time the Company
proposes:

    


    (i)           to
declare any dividend upon its Common Stock payable in capital stock or make any
special dividend or other distribution (other than cash dividends) to the
holders of its Common Stock;

    


    (ii)           to
offer for subscription pro rata to all of the holders of its Common Stock any
additional shares of capital stock of any class or other rights;

    


    (iii)           to
effect any capital reorganization, or reclassification of the capital stock of
the Company, or consolidation, merger or share exchange of the Company with
another Person, or sale, transfer or other disposition of all or substantially
all of its assets; or

    


    (iv)           to
effect a voluntary or involuntary dissolution, liquidation or winding up of the
Company,

    


    then, in
any one or more of such cases, the Company shall give the holder hereof
(a) at least 10 days' (but not more than 90 days') prior written notice of
the date on which the books of the Company shall close or a record shall be
taken for such dividend, distribution or subscription rights or for determining
rights to vote in respect of such issuance, reorganization, reclassification,
consolidation, merger, share exchange, sale, transfer, disposition, dissolution,
liquidation or winding up, and (b) in the case of any such issuance,
reorganization, reclassification, consolidation, merger, share exchange, sale,
transfer, disposition, dissolution, liquidation or winding up, at least 10 days'
(but not more than 90 days') prior written notice of the date when the same
shall take place.  Such notice in accordance with the foregoing
clause (a) shall also specify, in the case of any such dividend,
distribution or subscription rights, the date on which the holders of Common
Stock shall be entitled thereto, and such notice in accordance with the
foregoing clause (b) shall also specify the date on which the holders of
Common Stock shall be entitled to exchange their Common Stock, as the case may
be, for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, share exchange, sale, transfer,
disposition, dissolution, liquidation or winding up, as the case may
be.  Notwithstanding the foregoing, the failure of the Company to give
such notice shall not affect the validity or enforceability of any such action
as to which notice may be required to be given or otherwise and as may have been
taken without the giving of such notice as may be required by this
Section.

     

    
      
         


      

      
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    ARTICLE
IV

    


    MISCELLANEOUS

    


    4.1           Entire
Agreement.  This Warrant, together with the 12% Promissory
Note, to the extent applicable, contains the entire agreement between the holder
hereof and the Company with respect to the Warrant Shares purchasable upon
exercise hereof and the related transactions and supersedes all prior
arrangements or understandings with respect thereto.

    


    4.2           Governing
Law.  This warrant shall be governed by and construed in
accordance with the laws of the State of Delaware.

    


    4.3           Waiver and
Amendment.  Any term or provision of this Warrant may be waived
at any time by the party which is entitled to the benefits thereof and any term
or provision of this Warrant may be amended or supplemented at any time by
agreement of the holder hereof and the Company, except that any waiver of any
term or condition, or any amendment or supplementation, of this Warrant shall be
in writing.  A waiver of any breach or failure to enforce any of the
terms or conditions of this Warrant shall not in any way effect, limit or waive
a party's rights hereunder at any time to enforce strict compliance thereafter
with every term or condition of this Warrant.

    


    4.4           Illegality.  In
the event that any one or more of the provisions contained in this Warrant shall
be determined to be invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in any
other respect and the remaining provisions of this Warrant shall not, at the
election of the party for whom the benefit of the provision exists, be in any
way impaired.

    


    4.5           Copy of
Warrant.  A copy of this Warrant shall be filed among the
records of the Company.

     

    
      
         


      

      
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    4.6           Notice.  Any
notice or other document required or permitted to be given or delivered to the
holder hereof shall be in writing and delivered at, or sent by certified or
registered mail to such holder at, the last address shown on the books of the
Company maintained at the Warrant Office for the registration of this Warrant or
at any more recent address of which the holder hereof shall have notified the
Company in writing.  Any notice or other document required or
permitted to be given or delivered to the Company, other than such notice or
documents required to be delivered to the Warrant Office, shall be delivered at,
or sent by certified or registered mail to, the offices of the Company at 355
Madison Avenue, Morristown, NJ 07960 or such other address within the
continental United States of America as shall have been furnished by the Company
to the holder of this Warrant.

    


    4.7           Limitation of Liability; Not
Stockholders.  No provision of this Warrant shall be construed
as conferring upon the holder hereof the right to vote, consent, receive
dividends or receive notices (other than as herein expressly provided) in
respect of meetings of stockholders for the election of directors of the Company
or any other matter whatsoever as a stockholder of the Company.  No
provision hereof, in the absence of affirmative action by the holder hereof to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the holder hereof, shall give rise to any liability of such holder
for the purchase price of any shares of Common Stock or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.

    


    4.8           Exchange, Loss, Destruction,
etc. of Warrant.  Upon receipt of evidence satisfactory to the
Company of the loss, theft, mutilation or destruction of this Warrant, and in
the case of any such loss, theft or destruction upon delivery of a bond of
indemnity or such other security in such form and amount as shall be reasonably
satisfactory to the Company, or in the event of such mutilation upon surrender
and cancellation of this Warrant, the Company will make and deliver a new
warrant of like tenor, in lieu of such lost, stolen, destroyed or mutilated
Warrant.  Any warrant issued under the provisions of this Section in
lieu of any Warrant alleged to be lost, destroyed or stolen, or in lieu of any
mutilated Warrant, shall constitute an original contractual obligation on the
part of the Company.  This Warrant shall be promptly canceled by the
Company upon the surrender hereof in connection with any exchange or
replacement.  The Company shall pay all taxes (other than securities
transfer taxes or income taxes) and all other expenses and charges payable in
connection with the preparation, execution and delivery of warrants pursuant to
this Section.

    


    4.9           Headings.  The
Article and Section and other headings herein are for convenience only and are
not a part of this Warrant and shall not affect the interpretation
thereof.

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
name.

    


    Dated as
of [____________].

     

    
      
        	 
      	
                BOOMERANG
      SYSTEMS, INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                ______________________________

              
	 
      	
                Name:

              	
                [_______________]

              
	 
      	
                Title:

              	
                [_____________]

              


      

       

    

    
      
         

      

      
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    SUBSCRIPTION
NOTICE

     

    


    The undersigned, the holder of the
foregoing Warrant, hereby elects to exercise purchase rights represented thereby
for, and to purchase thereunder, _______ shares of the Common Stock covered by
such Warrant, and herewith makes payment in full for such shares, and requests
(a) that certificates for such shares (and any other securities or other
property issuable upon such exercise) be issued in the name of, and delivered to
________________, and (b) if such shares shall not include all of the shares
issuable as provided in such Warrant, that a new Warrant of like tenor and date
for the balance of the shares issuable thereunder be delivered to the
undersigned.

    


    


    
      
        	
                Signature:

              	  
        	 
      
	 
      	 
      	 
      
	
                Date:

              	   
        	 
      
	 
      	 
      	 
      
	
                Address:

              	    
        	 
      
	 
      	 
      	 
      
	 
      	    
        	 
      


      

       

    

    
      
         

      

      
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    ASSIGNMENT

    


    


    For value received,
_______________________, hereby sells, assigns, and transfers unto
_________________________ the within Warrant, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
________________________ attorney, to transfer such Warrant on the books of the
Company, with full power of substitution.

    


    


    
      
        	
                Signed:

              	  
        	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Date:

              	    
           	 
      


      
                                  

    
      
         


      

      
        13