THIS
      WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
      STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE
      OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
      IN
      THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE
      UNDERLYING SHARES OF COMMON STOCK UNDER SAID ACT AND APPLICABLE STATE SECURITIES
      LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO FRIENDLYWAY CORPORATION
      THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    
      	
              Warrant
                No. _______

            	
              _____________,
                2006

            


    

    


    FRIENDLYWAY
      CORPORATION

    FORM
      OF WARRANT TO PURCHASE COMMON STOCK

    


    Void
      after _________ __, 2011

    


    THIS
      CERTIFICATE certifies that ____________________, having an address at
      ______________________________________, or permitted assignees is the registered
      holder (the “Holder”)
      of
      this Warrant to Purchase Common Stock (the “Warrant”)
      to
      purchase shares of the common stock, $.001 par value per share (the
“Common
      Stock”),
      of
      friendlyway Corporation, a corporation duly organized and validly existing
      under
      the laws of the State of Nevada (the “Company”).
      This
      Warrant has been issued to the Holder in connection with the private placement
      of securities offered pursuant to the Company’s Securities Purchase Agreement
      dated as of ____________, 2006 (together with all documents and filings attached
      thereto, the “Securities
      Purchase Agreement”).

    


    FOR
      VALUE
      RECEIVED, the Company hereby certifies that the Holder is entitled to purchase
      from the Company [one
      share for every three shares that the Notes are convertible into]
duly
      authorized, validly issued, fully paid and nonassessable shares of Common Stock
      (the “Warrant
      Shares”)
      at a
      purchase price per share equal to $0.19 (the “Warrant
      Price”),
      and
      subject to the terms, conditions and adjustments set forth below in this Warrant
      and in the Securities Purchase Agreement. The person or entity in whose name
      this Warrant is registered on the records of the Company regarding registration
      and transfers of this Warrant (the “Warrant
      Register”)
      is the
      owner and holder thereof for all purposes, except as described in Section 6
      hereof.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1. Vesting
      of Warrant.
      This
      Warrant shall vest and become exercisable immediately following the Closing
      (as
      defined in the Securities Purchase Agreement).

    


    2.
      Expiration
      of Warrant.
      This
      Warrant shall expire at 5:00 p.m., New York local time, on _________, 2011,
      which is the fifth anniversary date of the Closing (the "Expiration
      Date").

    


    3.
      Exercise
      of Warrant.
      This
      Warrant shall be exercisable pursuant to the terms of Section 1 and this Section
      3 hereof.

    


    3.1 Manner
      of
      Exercise. This Warrant may only be exercised by the Holder hereof, in accordance
      with the terms and conditions hereof, in whole or in part with respect to any
      portion of this Warrant, into shares of Common Stock, during normal business
      hours on any day other than a Saturday or a Sunday or a day on which commercial
      banking institutions in New York, New York are authorized by law to be closed
      (a
“Business
      Day”)
      on or
      prior to the Expiration Date with respect to such portion of this Warrant,
      by
      surrender of this Warrant to the Company at its office maintained pursuant
      to
      Section 8.2(a) hereof, accompanied by an exercise notice in substantially the
      form attached to this Warrant as Exhibit
      A,
      duly
      executed by or on behalf of the Holder together with (a) or (b)
      below:

    


    (a) the
      payment of the Warrant Price in cash; or

    


    (b) (i)
      The
      Holder may, at its option, elect to exercise this Warrant, in whole or in part
      and at any time or from time to time, on a cashless basis, by surrendering
      this
      Warrant, with the purchase form attached to this Warrant as Exhibit
      A
      duly
      executed by or on behalf of the Holder, at the principal office of the Company,
      or at such other office or agency as the Company may designate, by canceling
      a
      portion of this Warrant in payment of the Warrant Price payable in respect
      of
      the number of Warrant Shares purchased upon such exercise. In the event of
      an
      exercise pursuant to this subsection 3.1(b), the number of Warrant Shares issued
      to the Holder shall be determined according to the following formula:


     

    X
      =
Y(A-B)

                             
      A

    Where:  
      X =  the
      number of Warrant Shares that shall be issued to the Holder; 

    Y
      = the
      number of Warrant Shares for which this Warrant is being exercised (which shall
      include both the number of Warrant Shares issued to the Holder and the number
      of
      Warrant Shares subject to the portion of the Warrant being cancelled in payment
      of the Warrant Price); 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    A
      = the
      Fair
      Market Value (as defined below) of one share of Common Stock; and

    B
      = the
      Warrant Price then in effect.


     

    (ii)
      The
      Fair Market Value per share of Common Stock shall be determined as
      follows:

     

    (1) If
      the
      Common Stock is listed on a national securities exchange, the Nasdaq National
      Market, the OTC Bulletin Board or another nationally recognized trading system
      as of the Exercise Date, as defined below, the Fair Market Value per share
      of
      Common Stock shall be deemed to be the average of the high and low reported
      sale
      prices per share of Common Stock thereon on the trading day immediately
      preceding the Exercise Date, as defined below, (provided
      that if
      the Common Stock is not so listed on such day, the Fair Market Value per share
      of Common Stock shall be determined pursuant to clause (2) below).

     

    (2)
      If
      the Common Stock is not listed on a national securities exchange, the Nasdaq
      National Market, the OTC Bulletin Board or another nationally recognized trading
      system as of the Exercise Date, as defined below, the Fair Market Value per
      share of Common Stock shall be deemed to be the amount most recently determined
      by the Board of Directors of the Company or an authorized committee of the
      Board
      of Directors of the Company (the “Board”)
      to
      represent the fair market value per share of the Common Stock (including without
      limitation a determination for purposes of granting Common Stock options or
      issuing Common Stock under any plan, agreement or arrangement with employees
      of
      the Company); and, upon request of the Holder, the Board (or a representative
      thereof) shall, as promptly as reasonably practicable but in any event not
      later
      than 15 days after such request, notify the Holder of the Fair Market Value
      per
      share of Common Stock. Notwithstanding the foregoing, if the Board has not
      made
      such a determination within the three-month period prior to the Exercise Date,
      as defined below, then (A) the Board shall make, and shall provide or cause
      to be provided to the Holder notice of, a determination of the Fair Market
      Value
      per share of the Common Stock within 15 days of a request by the Holder that
      it
      do so, and (B) the exercise of this Warrant pursuant to this subsection
      3.1(b) shall be delayed until such determination is made and notice thereof
      is
      provided to the Holder.

     

    3.2 When
      Exercise Effective. Each exercise of this Warrant shall be deemed to have been
      effected immediately prior to the close of business on the Business Day on
      which
      this Warrant shall have been surrendered to the Company as provided in Section
      3.1 hereof (“Exercise
      Date”),
      and,
      at such time, the corporation, association, partnership, organization, business,
      individual, government or political subdivision thereof or a governmental agency
      (a “Person”
or
      the
“Persons”)
      in
      whose name or names any certificate or certificates for shares of Common Stock
      shall be issuable upon exercise as provided herein shall be deemed to have
      become the holder or holders of record thereof. 


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    3.3 Delivery
      of Stock Certificates. As soon as practicable after each exercise of this
      Warrant, in whole or in part, and in any event within five (5) Business Days
      thereafter, the Company at its expense (including the payment by it of any
      applicable issue taxes) will cause to be issued in the name of and delivered
      to
      the Holder hereof or, subject to Section 6 hereof, as the Holder (upon payment
      by the Holder of any applicable transfer taxes) may direct:

    


    (a)
      a
      certificate or certificates (with appropriate restrictive legends, as
      applicable) for the number of duly authorized, validly issued, fully paid and
      nonassessable shares of Common Stock to which the Holder shall be entitled
      upon
      exercise plus, in lieu of any fractional share to which the Holder would
      otherwise be entitled, all issuances of Common Stock shall be rounded up to
      the
      nearest whole share.

    


    (b)
      in
      case exercise is in part only, a new Warrant of like tenor, dated the date
      hereof and calling in the aggregate on the face thereof for the number of shares
      of Common Stock equal to the number of shares called for on the face of this
      Warrant minus the number of shares designated by the Holder upon exercise as
      provided in Section 3.1 hereof (without giving effect to any adjustment
      thereof).

    


    3.4 Company
      to Reaffirm Obligations. The Company will, at the time of each exercise of
      this
      Warrant, upon the written request of the Holder hereof, acknowledge in writing
      its continuing obligation to afford to the Holder all rights (including without
      limitation any rights to registration of the shares of Common Stock issued
      upon
      exercise) to which the Holder shall continue to be entitled after exercise
      in
      accordance with the terms of this Warrant; provided,
      however,
      that if
      the Holder shall fail to make a request, the failure shall not affect the
      continuing obligation of the Company to afford the rights to such
      Holder.

    


    4.
      Anti-dilution
      Adjustment.
      

    


    4.1
      Stock
      Dividends, Stock Splits, Etc. If the Company declares or pays a dividend on
      its
      Common Stock payable in Common Stock or other securities, or subdivides the
      outstanding Common Stock into a greater amount of Common Stock, then upon
      exercise of this Warrant, for each Warrant Share acquired, Holder shall receive,
      without cost to Holder, the total number and kind of securities to which Holder
      would have been entitled had Holder owned the Warrant Shares of record as of
      the
      date the dividend or subdivision occurred. 

    


       4.2 Reclassifications,
      Exchange or Substitution. Upon any reclassification, exchange, substitution,
      or
      other event that results in a change of the number and/or class of the
      securities issuable upon exercise of this Warrant, Holder shall be entitled
      to
      receive, upon exercise of this Warrant, the number and kind of securities and
      property that Holder would have received for the Warrant Shares if this Warrant
      had been exercised immediately before such reclassification, exchange,
      substitution, or other event. 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 the adjustments provided for in this Section 4.2, 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 4.2 shall similarly apply to successive reclassifications,
      exchanges, substitutions, or other events. 


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    4.3
      Adjustments for Combinations, Etc. If the outstanding shares of Common Stock
      are
      combined or consolidated, by reclassification or otherwise, into a lesser number
      of shares, the Warrant Price shall be proportionately increased.

    


    4.4
      Merger or Consolidation. In case of any consolidation of the Company with,
      or
      merger of the Company into any other corporation, or in the case of any sale
      or
      conveyance of all or substantially all of the assets of the Company other than
      in connection with a plan of complete liquidation of the Company, then as a
      condition of such consolidation, merger or sale or conveyance, adequate
      provision will be made whereby the registered holder of the Warrant will have
      the right to acquire and receive upon exercise of this Warrant in lieu of the
      shares of Common Stock immediately theretofore subject to acquisition upon
      the
      exercise of this Warrant, such shares of stock, securities or assets as may
      be
      issued or payable with respect to or in exchange for the number of shares of
      Common Stock immediately theretofore subject to acquisition and receivable
      upon
      exercise of this Warrant had such consolidation, merger or sale or conveyance
      not taken place. In any such case, the Company will make appropriate provision
      to insure that the provisions of this Section 4 hereof will thereafter be
      applicable as nearly as may be in relation to any shares of stock or securities
      thereafter deliverable upon the exercise of this Warrant.

    


    4.5 Adjustment
      of Warrant Price. Except as otherwise hereinafter provided in Section 4.6,
      in
      the event that the Company shall sell any shares of Common Stock for a
      consideration per share less than the Warrant Price, or issue any options,
      rights or warrants to purchase Common Stock or issue any securities convertible
      into or exchangeable for Common Stock at an exercise or conversion price below
      the Warrant Price (such lower per share Common Stock sale price and/or
      derivative security exercise or conversion price below the Warrant Price being
      referred to as the “Lowered
      Warrant Price”),
      then
      the Warrant Price for the exercise of all Warrant Shares hereunder shall
      immediately be changed to the Lowered Warrant Price. 

    


    4.6
      Exceptions. No adjustment to the Warrant Price shall be made pursuant to Section
      4.5 with respect to (i) pursuant to Subsections 4.1 through 4.4 above;
(ii)
      pursuant to options, warrants or other obligations to issue shares outstanding
      on the date hereof as disclosed to the Holder in writing or in the Borrower's
      Exchange Act filings (iii) pursuant to any options, warrants or shares of Common
      Stock that may be sold and issued to Ram Capital Resources and its affiliates
      on
      or before July 30, 2006; and (iv) pursuant to options that are issuable as
      of
      the date hereof under any employee incentive stock option plan adopted by the
      Borrower, or such other similar compensatory options, issuances, arrangements
      or
      plans approved by the Company’s Board of Directors.   


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    4.7 Notice
      of
      Adjustments. Upon any adjustment of the terms of this Warrant pursuant to this
      Section 4, then and in each such case the Company shall promptly deliver a
      notice to the registered Holder of this Warrant, which notice shall state the
      Warrant Price resulting from such adjustment and the changes, if any, in the
      number of Warrant Shares or kind of securities or other property purchasable
      at
      such price upon the exercise hereof, setting forth in reasonable detail the
      method of calculation and the facts upon which such calculation is
      based.

    


    4.8 Adjustment
      in Number of Securities. Upon each adjustment of the Warrant Price pursuant
      to
      the provisions of this Section 4, the number of securities issuable upon the
      exercise of each Warrant shall be adjusted to the nearest full amount by
      multiplying a number equal to the Warrant Price in effect immediately prior
      to
      such adjustment by the number of Warrant Shares issuable upon exercise of the
      Warrants immediately prior to such adjustment and dividing the product so
      obtained by the adjusted Warrant Price.

    


    4.9 No
      Fractional Shares. No fractional shares shall be issuable upon exercise of
      this
      Warrant and the number of Warrant Shares to be issued shall be rounded down
      to
      the nearest whole share. 

    


    5. Reservation
      of Shares.
      The
      Company shall at all times reserve and keep available out of its authorized
      but
      unissued shares of Common Stock, free from all taxes, liens and charges with
      respect to the issue thereof and not be subject to preemptive rights or other
      similar rights of stockholders of the Company, solely for the purpose of issuing
      the shares of Common Stock underlying this Warrant, such number of its shares
      of
      Common Stock as shall from time to time be sufficient to effect the issuance
      or
      exercise thereof, and if at any time the number of authorized but unissued
      shares of Common Stock shall not be sufficient to issue the Common Stock and
      effect the exercise of this Warrant, in addition to such other remedies as
      shall
      be available to Holder, the Company shall take such corporate action as may,
      in
      the opinion of its counsel, be necessary to increase the number of authorized
      but unissued shares of Common Stock to such number of shares as shall be
      sufficient for such purposes, including without limitation, using its best
      efforts to obtain the requisite stockholder approval necessary to increase
      the
      number of authorized shares of the Company’s Common Stock. All shares of Common
      Stock issuable upon exercise of this Warrant shall be duly authorized and,
      when
      issued upon exercise, shall be validly issued and, in the case of shares, fully
      paid and nonassessable and free from preemptive rights and free from taxes,
      liens and charges with respect thereto.

    


    6. No
      Impairment.
      The
      Company will not, by amendment of its charter or through reorganization,
      consolidation, merger, dissolution, sale of assets or any other voluntary
      action, avoid or seek to avoid the observance or performance of any of the
      terms
      of this Warrant but will at all times carry out all such terms and take all
      such
      action as may be reasonably necessary or appropriate in order to protect the
      rights of the holder of this Warrant against impairment.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    7. Restrictions
      on Transfer.

    


    7.1 Restrictive
      Legends. This Warrant and each Warrant issued upon transfer or in substitution
      for this Warrant pursuant to Section 7, each certificate for Common Stock issued
      upon the exercise of any Warrant and each certificate issued upon the transfer
      of any such Common Stock shall be transferable only upon satisfaction of the
      conditions specified in this Section 7 and Section 8.4. Each of the foregoing
      securities shall be stamped or otherwise imprinted with a legend reflecting
      the
      restrictions on transfer set forth in Section 7 and Section 8.4 hereof and
      any
      restrictions required under the Securities Act of 1933, as amended (the
“Act”).

    


    7.2 Notice
      of
      Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities
      which are not registered under an effective registration statement under the
      Act
      (“Restricted
      Securities”),
      the
      Holder will give written notice to the Company of the Holder's intention to
      affect a transfer and to comply in all other respects with this Section 7.2.
      Each notice (i) shall describe the manner and circumstances of the proposed
      transfer, and (ii) shall designate counsel for the Holder giving the notice.
      The
      Holder giving notice will submit a copy thereof to the counsel designated in
      the
      notice. The following provisions shall then apply:

    


    (a)
      If in
      the opinion of counsel for the Holder reasonably satisfactory to the Company
      the
      proposed transfer may be effected without registration of Restricted Securities
      under the Act (which opinion shall state the basis of the legal conclusions
      reached therein), the Holder shall thereupon be entitled to transfer the
      Restricted Securities in accordance with the terms of the notice delivered
      by
      the Holder to the Company. Each certificate representing the Restricted
      Securities issued upon or in connection with any transfer shall bear the
      restrictive legends required by Section 7.1 hereof.

    


    (b)
      If
      the opinion called for in (a) above is not delivered, the Holder shall not
      be
      entitled to transfer the Restricted Securities until either (x) receipt by
      the
      Company of a further notice from such Holder pursuant to the foregoing
      provisions of this Section 7.2 and fulfillment of the provisions of clause
      (a)
      above, or (y) such Restricted Securities have been effectively registered under
      the Act.

    


       7.3 Termination
      of Restrictions. The restrictions imposed by this Section 7 upon the
      transferability of Restricted Securities shall cease and terminate as to any
      particular Restricted Securities: (a) which Restricted Securities shall have
      been effectively registered under the Act, or (b) when, in the opinions of
      both
      counsel for the Holder thereof and counsel for the Company, such restrictions
      are no longer required in order to insure compliance with the Act or Section
      8
      hereof. Whenever such restrictions shall cease and terminate as to any
      Restricted Securities, the Holder thereof shall be entitled to receive from
      the
      Company, without expense (other than applicable transfer taxes, if any), new
      securities of like tenor not bearing the applicable legends required by Section
      7.1 hereof.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    8.
      Ownership,
      Transfer and Substitution of Warrant.

    


       8.1
      Ownership
      of Warrant. The Company may treat the person in whose name this Warrant is
      registered in the Warrant Register maintained pursuant to Section 8.2(b) hereof
      as the owner and holder thereof for all purposes, notwithstanding any notice
      to
      the contrary, except that, if and when any Warrant is properly assigned in
      blank, the Company may (but shall not be obligated to) treat the bearer thereof
      as the owner of such Warrant for all purposes, notwithstanding any notice to
      the
      contrary. Subject to Section 7 hereof, this Warrant, if properly assigned,
      may
      be exercised by a new holder without a new Warrant first having been
      issued.

    


    8.2
      Office;
      Transfer and Exchange of Warrant.

    


    (a)
      The
      Company will maintain as principal offices at 7222
      Commerce Center, Suite 240, Colorado Springs, CO 80919 as
      the
      office where notices, presentations and demands in respect of this Warrant
      may
      be made upon it until the Company notifies the holder of this Warrant of any
      change of location of the office.

    


    (b)
       The
      Company shall cause to be kept at its office maintained pursuant to Section
      8.2(a) hereof a Warrant Register for the registration and transfer of this
      Warrant. The names and addresses of holders of this Warrant, the transfers
      thereof and the names and addresses of transferees of this Warrant shall be
      registered in such Warrant Register. The Person in whose name any Warrant shall
      be so registered shall be deemed and treated as the owner and holder thereof
      for
      all purposes of this Warrant, and the Company shall not be affected by any
      notice or knowledge to the contrary.

    


    (c)
       Upon
      the
      surrender of this Warrant, properly endorsed, for registration of transfer
      or
      for exchange at the office of the Company maintained pursuant to Section 8.2(a)
      hereof, the Company at its expense will (subject to compliance with Section
      7
      hereof, if applicable) execute and deliver to or upon the order of the Holder
      thereof a new Warrant of like tenor, in the name of such holder or as such
      holder (upon payment by such holder of any applicable transfer taxes) may
      direct, calling in the aggregate on the face thereof for the number of shares
      of
      Common Stock called for on the face of this Warrant so surrendered.

    


    8.3 Replacement
      of Warrant. Upon receipt of evidence reasonably satisfactory to the Company
      of
      the loss, theft, destruction or mutilation of this Warrant and, in the case of
      any such loss, theft or destruction of this Warrant, upon delivery of indemnity
      reasonably satisfactory to the Company in form and amount or, in the case of
      any
      mutilation, upon surrender of this Warrant for cancellation at the office of
      the
      Company maintained pursuant to Section 8.2(a) hereof, the Company at its expense
      will execute and deliver, in lieu thereof, a new Warrant of like tenor and
      dated
      the date hereof.

    


    9. Registration
      Rights.
      The
      Company hereby agrees that the Holder shall be entitled, with respect to all
      Warrant Shares issued upon the exercise of this Warrant, to the registration
      rights set forth in the Registration Rights Agreement, dated as of ______,
      2006,
      by and among the Company, the Holder and the other investors in the Company’s
      private offering of senior subordinated secured convertible notes and Warrants,
      as may be amended or supplemented from time to time, the terms of which are
      hereby incorporated by this reference, with the same force and effect as if
      specifically set forth herein.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    10.
      No
      Rights or Liabilities as Stockholder.
      No
      Holder
      shall be entitled to vote or receive dividends or be deemed the holder of any
      shares of Common Stock or any other securities of the Company which may at
      any
      time be issuable on the exercise hereof for any purpose, nor shall anything
      contained herein be construed to confer upon the Holder, as such, any of the
      rights of a stockholder of the Company or any right to vote for the election
      of
      directors or upon any matter submitted to stockholders at any meeting thereof,
      or to give or withhold consent to any corporate action (whether upon any
      recapitalization, issuance of stock, reclassification of stock, change of par
      value, consolidation, merger, conveyance, or otherwise) or to receive notice
      of
      meetings, or to receive dividends or subscription rights or otherwise until
      this
      Warrant shall have been exercised and the shares of Common Stock purchasable
      upon the exercise hereof shall have become deliverable, as provided herein.
      The
      Holder will not be entitled to share in the assets of the Company in the event
      of a liquidation, dissolution or the winding up of the Company.

    


    11.
      Notices
      of Record Date, Etc.
      In case
      the Company shall take a record of the holders of its Common Stock (or other
      stock or securities at the time deliverable upon the exercise of this Warrant)
      for the purpose of entitling or enabling them to receive any dividend or other
      distribution, or to receive any right to subscribe for or purchase any shares
      of
      stock of any class or any other securities, or to receive any other right;
      or of
      any capital reorganization of the Company, any reclassification of the capital
      stock of the Company, any consolidation or merger of the Company with or into
      another corporation (other than a consolidation or merger in which the Company
      is the surviving entity), or any transfer of all or substantially all of the
      assets of the Company; or of the voluntary or involuntary dissolution,
      liquidation or winding-up of the Company, then, and in each such case, the
      Company will mail or cause to be mailed to the registered holder of this Warrant
      a notice specifying, as the case may be: (i) the date on which a record is
      to be
      taken for the purpose of such dividend, distribution or right, and stating
      the
      amount and character of such dividend, distribution or right, or (ii) the
      effective date on which such reorganization, reclassification, consolidation,
      merger, transfer, dissolution, liquidation or winding-up is to take place,
      and
      the time, if any is to be fixed, as of which the holders of record of Common
      Stock (or such other stock or securities at the time deliverable upon the
      exercise of this Warrant) shall be entitled to exchange their shares of Common
      Stock (or such other stock or securities) for securities or other property
      deliverable upon such reorganization, reclassification, consolidation, merger,
      transfer, dissolution, liquidation or winding-up. Such notice shall be mailed
      at
      least ten (10) days prior to the record date or effective date for the event
      specified in such notice unless such prior notice is waived by the registered
      holder of this Warrant. 


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    12.
      Notices.
      Any
      notice or other communication in connection with this Warrant shall be deemed
      to
      be given if in writing (or in the form of a facsimile) addressed as hereinafter
      provided and actually delivered at said address: (a) if to any Holder, at the
      registered address of such holder as set forth in the Warrant Register kept
      at
      the office of the Company maintained pursuant to Section 8.2(a) hereof, or
      (b)
      if to the Company, to the attention of its Chief Financial Officer at its office
      maintained pursuant to Section 8.2(a) hereof; provided,
      however,
      that
      the exercise of any Warrant shall be effective in the manner provided in Section
      3 hereof.

    


    13. Payment
      of Taxes.
      The
      Company will pay all documentary stamp taxes attributable to the issuance of
      shares of Common Stock underlying this Warrant upon exercise of this Warrant;
      provided,
      however,
      that
      the Company shall not be required to pay any tax which may be payable in respect
      of any transfer involved in the registration of any certificate for shares
      of
      Common Stock underlying this Warrant in a name other that of the Holder. The
      Holder is responsible for all other tax liability that may arise as a result
      of
      holding or transferring this Warrant or receiving shares of Common Stock
      underlying this Warrant upon exercise hereof.

    


    14. Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon thirty (30) days
      notice to the Holder, the Company may appoint a new warrant agent. Any
      corporation into which the Company or any new warrant agent may be merged or
      any
      corporation resulting from any consolidation to which the Company or any new
      warrant agent shall be a party or any corporation to which the Company or any
      new warrant agent transfers substantially all of its corporate trust or
      stockholders services business shall be successor warrant agent under this
      Warrant without any further act. Any such successor warrant agent shall promptly
      cause notice of its succession as warrant agent to be mailed (by first class
      mail, postage prepaid) to the Holder at the Holder’s last address as shown on
      the Warrant Register.

    


    15.
      Miscellaneous.
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of the change, waiver, discharge or termination is sought. This Warrant shall
      be
      construed and enforced in accordance with and governed by the laws of the State
      of New York. The section headings in this Warrant are for purposes of
      convenience only and shall not constitute a part hereof.

    


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      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock
      to
      be duly executed as of the date first above written.

    


    
      	 	 	 
	 	FRIENDLYWAY
              CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:

	 	Title 


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    PURCHASE
      FORM

     

    
      	
              To:
                friendlyway Corporation

            	
              Dated:____________

            


    

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No. ___), hereby elects to purchase (check
      applicable box):


     

    _________
      shares of the Common Stock of friendlyway Corporation covered by such Warrant;
      or 


     

    the
      maximum number of shares of Common Stock covered by such Warrant pursuant to
      the
      cashless exercise procedure set forth in
      subsection 3.1(b).


     

    The
      undersigned herewith makes payment of the full Warrant Price for such shares
      at
      the price per share provided for in such Warrant. Such payment takes the form
      of
(check
      applicable box or boxes):

     

    $______
      in lawful money of the United States; and/or

    


    ______
      the cancellation of such portion of the attached Warrant as is exercisable
      for a
      total of _____ Warrant Shares (using a Fair Market Value of $_____ per share
      for
      purposes of this calculation) ; and/or

    


    _____
      the
      cancellation of such number of Warrant Shares as is necessary, in accordance
      with the formula set forth in subsection 3.1(b), to exercise this Warrant
      with respect to the maximum number of Warrant Shares purchasable pursuant to
      the
      cashless exercise procedure set forth in subsection 3.1(b).

     

    
      	 	 	 	 
	 	 	 	 
	
            	 	 	Print or Type Name
	 	 	 	 
	 	 	 	   
              
	 	 	 	(Signature must conform in all respects
              to
              name of holder as specified on the face of Warrant) 
	 	 	 	 
	 	 	 	      
	 	 	 	(Street
              Address) 
	 	 	 	 
	 	 	 	       
	 	 	 	(City)         (State)        
(Zip
              Code) 




    
      
        
        

      

      
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