Exhibit
4.8


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT, AS AMENDED, OR ANY OTHER
APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER
SECURITIES LAWS.  NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION
THAT IS EXEMPT FROM SUCH REGISTRATION.


 


	
  STOCK PURCHASE WARRANT

  
	
   

  
	
   

  
	
  Warrant
  No.: _________

  
	
   

  
	
  To Purchase [__________] Shares of Common Stock of

  
	
   

  
	
  LIGHTSPACE CORPORATION

  



THIS CERTIFIES that, for
value received, [___________________________________]
(the “Holder”), is entitled, upon the terms
and subject to the limitations on exercise and the conditions hereinafter set
forth in this Stock Purchase Warrant (the “Warrant”), at
any time on or after ________ __, 2005 (the “Initial
Exercise Date”) and on or prior to the close of business on the
fifth anniversary of the Initial Exercise Date (such period referred to herein
as the “Exercise Period”) but not thereafter,
to subscribe for and purchase from Lightspace Corporation, a corporation
incorporated in the State of Delaware (the “Company”),
up to _________ shares (the “Warrant Shares”)
of Common Stock, $.0001 par value, of the Company (the “Common Stock”).  The purchase price of one share of Common
Stock (the “Exercise Price”) under this
Warrant shall be $6.00.  The Exercise
Price and the number of Warrant Shares for which the Warrant is exercisable
shall be subject to adjustment as provided herein.  Capitalized terms used and not otherwise
defined herein shall have the meaning ascribed to such terms in the
Subscription Agreement between the Holder and the Company, dated as of even
date herewith (the “Subscription Agreement”).


1.             Title
to Warrant


Prior to the end of the
Exercise Period and subject to compliance with applicable laws and Section 7
hereof, this Warrant and all rights hereunder are transferable, in whole or in
part, at the office or agency of the Company by the Holder in person or by duly
authorized attorney, upon surrender of this Warrant together with the
Assignment Form annexed hereto properly endorsed.


2.             Authorization
of Shares


The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase
rights represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and 


 


 

















 


free from all taxes,
liens and charges in respect of the issue thereof (other than taxes in respect
of any transfer occurring contemporaneously with such issue).


3.             Exercise
of Warrant


(a)           Except as provided in Section 4
herein, exercise of the purchase rights represented by this Warrant may be made
at any time or times during the Exercise Period by the surrender of this
Warrant and the Notice of Exercise Form annexed hereto duly executed, at the
office of the Company (or such other office or agency of the Company as it may
designate by notice in writing to the registered Holder at the address of such
Holder appearing on the books of the Company) and upon payment of the Exercise
Price of the shares thereby purchased by wire transfer or cashier’s check drawn
on a United States bank, the Holder shall be entitled to receive a certificate
for the number of Warrant Shares so purchased. 
Certificates for shares purchased hereunder shall be delivered to the
Holder within three (3) trading days after the date on which this Warrant
shall have been exercised as aforesaid. This Warrant shall be deemed to have
been exercised and such certificate or certificates shall be deemed to have
been issued, and Holder or any other person so designated to be named therein
shall be deemed to have become a holder of record of such shares for all
purposes, as of the date the Warrant has been exercised by surrender of the
Warrant and payment to the Company of the Exercise Price and all taxes required
to be paid by the Holder, if any, pursuant to Section 5 prior to the
issuance of such shares, have been paid.


(b)           If this Warrant shall have been
exercised in part, the Company shall, at the time of delivery of the
certificate or certificates representing Warrant Shares, deliver to Holder a
new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant
Shares called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.


                (c)           This Warrant also shall entitle the
Holder to receive (the “Right”), at the option of the Holder, without payment
of cash or property to the Company, a number of shares of Common Stock which
shall be equal to the quotient obtained by dividing (i) that portion, as
elected by the Holder, of the total number of shares of Common Stock which the
Holder is eligible to purchase hereunder (and as adjusted pursuant to Section
11 hereof) as to which the Holder is exercising this Warrant at such time,
multiplied by the amount (if any) by which the fair market value (as determined
by the closing price of the Company’s Common Stock on the date on which notice
of exercise of this Warrant is delivered to the Company or, if no such closing
price is available, as determined by the Board of Directors of the Company)
(the “Fair Market Value”) of a
share of Common Stock on the exercise date exceeds the option exercise price
hereof; by (ii) the Fair Market Value of a share of Common Stock on the
exercise date.


 


4.             No Fractional Shares or Scrip


No fractional shares or
scrip representing fractional shares shall be issued upon the exercise of this
Warrant.  As to any fraction of a share,
which Holder would otherwise be entitled to purchase upon such exercise, the
Company shall pay a cash adjustment in respect of such final fraction in an
amount equal to such fraction multiplied by the Exercise Price.


 


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5.             Charges,
Taxes and Expenses


Issuance of certificates
for Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such
certificate, all of which taxes and expenses shall be paid by the Company, and
such certificates shall be issued in the name of the Holder or in such name or
names as may be directed by the Holder; provided, however, that
in the event certificates for Warrant Shares are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for exercise shall
be accompanied by the Assignment Form attached hereto duly executed by the
Holder; and the Company may require, as a condition thereto, the payment of a
sum sufficient to reimburse it for any transfer tax incidental thereto.


6.             Closing
of Books


The Company will not
close its stockholder books or records in any manner which prevents the timely
exercise of this Warrant.


7.             Transfer,
Division and Combination


(a)           This Warrant may not be sold,
transferred, assigned or hypothecated by the Holder except to


(i)                                     one or more persons, each of whom on the
date of transfer is an officer of the Holder;


(ii)                                  a general partnership or general
partnerships, the general partners of which are the Holder and one or more
persons, each of whom on the date of transfer is an officer of the Holder;


(iii)                               a successor to the Holder in any merger
or consolidation;


(iv)                              a purchaser of all or substantially all
of the Holder’s assets;


(v)                                 any person receiving this Warrant from
one or more of the persons listed in this Section 7(a) at such person’s
death pursuant to will, trust or the laws of intestate succession, or


(vi)                              if otherwise in compliance with
applicable Rule 144 and other securities laws, after one year from the date of
this Warrant, any person receiving the Warrant from the persons listed in this
Section 7(a).


Subject to compliance
with any applicable securities laws and Section 18(e), transfer of this
Warrant and all rights hereunder, in whole or in part, shall be registered on
the books of the Company to be maintained for such purpose, upon surrender of
this Warrant at the principal office of the Company, together with a written
assignment of this Warrant substantially in the form attached hereto duly
executed by the Holder or its agent or attorney and funds sufficient to 


 


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pay any transfer taxes
payable upon the making of such transfer. 
Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the
portion of this Warrant not so assigned, and this Warrant shall promptly be
cancelled.  A Warrant, if properly
assigned, may be exercised by a new holder for the purchase of Warrant Shares
without having a new Warrant issued. 
Notwithstanding the above, the Holder shall not transfer this Warrant or
any rights hereunder to any person or entity which is then engaged in a
business that is, in the reasonable judgement of the Company, in direct
competition with the Company.


(b)           This Warrant may be divided or
combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and
denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney.  Subject to
compliance with Section 7(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or combined in
accordance with such notice.


(c)           The Company shall prepare, issue and
deliver at its own expense (other than transfer taxes) the new Warrant or
Warrants under this Section 7.


(d)           The Company agrees to maintain, at
its aforesaid office, books for the registration and the registration of
transfer of the Warrants.


8.             No
Rights as Shareholder until Exercise


This Warrant does not
entitle the Holder to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof. 
Upon the surrender of this Warrant and the payment of the aggregate
Exercise Price, the Warrant Shares so purchased shall be and be deemed to be
issued to such Holder as the record owner of such shares as of the close of
business on the later of the date of such surrender or payment.


9.             Loss,
Theft, Destruction or Mutilation of Warrant


The Company covenants
that upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which
shall not include the posting of any bond), and upon surrender and cancellation
of such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.


10.          Saturdays,
Sundays, Holidays, etc.


If the last or appointed
day for the taking of any action or the expiration of any right required or
granted herein shall be a Saturday, Sunday or a legal holiday, then such action
may be taken or such right may be exercised on the next succeeding day not a
Saturday, Sunday or legal holiday.


 


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11.          Adjustments of Exercise Price and
Number of Shares.


(a)(1)       Subject to the remaining provisions of
this Section 11(a), and except as hereinafter provided, if at any time while
this Warrant is outstanding and during the period commencing on the date hereof
and terminating on the first anniversary of the date hereof (the “Full Ratchet Period”), the Company issues
any additional shares of Common Stock at a price per share less than the
Exercise Price in effect immediately prior to such issuance (the “Applicable Exercise Price”), then in each
such case the Applicable Exercise Price will be adjusted to equal the average
price per share received by the Company for the shares issued or deemed issued
in respect of such issuance of additional shares of Common Stock.


(2)           Subject to the remaining provisions
of this Section 11(a), and except as hereinafter provided, if at any time while
this Warrant is outstanding and after the Full Ratchet Period, the Company
issues any additional shares of Common Stock at a price per share less than the
Applicable Exercise Price, then in each such case the Applicable Exercise Price
will be adjusted to equal the result of the following formula:


New
Applicable Exercise Price = (P1 x Q1) + (P2 x Q2)

(Q1 + Q2)


where:


P1 =                         the Applicable Exercise Price in effect
immediately prior to such issuance of additional shares of Common Stock;


Q1 =                       the aggregate number of shares of Common
Stock outstanding (including shares of Common Stock issuable upon conversion of
all outstanding shares of Series A Preferred Stock and upon conversion,
exchange or exercise of all Derivative Securities (as defined below))
immediately prior to such issuance of additional shares of Common Stock;


P2 =                       the average price per share received by
the Company for the shares deemed issued in respect of such issuance of
additional shares of Common Stock; and


Q2 =                       the number of shares of Common Stock
deemed issued in respect of such issuance of additional shares of Common Stock.


(3)           Notwithstanding any other provision
hereof, no issuances of Excluded Securities (as defined below) will be deemed
issuances of additional shares of Common Stock for purposes of this Section
11(a).


For purposes of this
Section 11(a), if a part or all of the consideration received by the Company in
connection with the issuance of shares of Common Stock or the issuance of any
of the securities described below in paragraph (ii) of this Section 11(a)
consists of property other than cash, such consideration will be deemed to have
a value equal to the fair market value of such property as determined
reasonably and in good faith and with due care by the Board of Directors of the
Company.


 


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(4)           For purposes of this Section 11(a),
the issuance of any “Derivative Securities” (as defined below) will be deemed
an issuance of shares of Common Stock if the “Net Consideration Per Share” (as
defined below) that may be received by the Company for such Common Stock is
less than the Applicable Exercise Price at the time of such issuance of such
Derivative Securities, and except as hereinafter provided, an adjustment in the
Applicable Exercise Price will be made upon each such issuance of such
Derivative Securities in the manner provided in Section 11(a)(1) or (2), as the
case may be, as if such Common Stock were issued for such Net Consideration Per
Share.  No adjustment of the Applicable
Exercise Price will be made under this Section 11(a) upon the issuance of any
additional shares of Common Stock that are issued upon the exercise,
conversion, or exchange of any Derivative Securities.  Any adjustment of an Applicable Exercise
Price with respect to this Section 11(a)(4) will be disregarded if, as, and to
the extent that the Derivative Securities that gave rise to such adjustment
expire or are canceled without having been exercised, converted or exchanged,
so that the Applicable Exercise Price effective immediately upon such
cancellation or expiration will be equal to the Applicable Exercise Price that
otherwise would have been in effect immediately prior to the time of the
issuance of the expired or canceled Derivative Securities, with such additional
adjustments as subsequently would have been made to the Applicable Exercise
Price had the expired or canceled Derivative Securities not been issued.  In the event that the terms of any Derivative
Securities previously issued by the Company are changed (whether by their terms
or for any other reason) so as to lower the Net Consideration Per Share payable
with respect thereto (regardless of whether the issuance of such Derivative
Securities originally gave rise to an adjustment of the Applicable Exercise
Price), the Applicable Exercise Price will be recomputed as of the date of such
change, so that the Applicable Exercise Price effective immediately upon such change
will be equal to the Applicable Exercise Price in effect at the time of the
issuance of the Derivative Securities subject to such change, adjusted for the
issuance thereof in accordance with the terms thereof after giving effect to
such change, and with such additional adjustments as subsequently would have
been made to the Applicable Exercise Price had the Derivative Securities been
issued on such changed terms.  For
purposes of this Section 11(a)(4), the Net Consideration Per Share that may be
received by the Company will be determined as follows:


(5)           “Derivative
Securities” means (i) all shares of stock and other securities
that are convertible into or exchangeable for shares of capital stock of the
Company and (ii) all options, warrants, and other rights to acquire shares
of capital stock of the Company or securities convertible into or exchangeable
for shares of capital stock of the Company.


“Excluded Securities” shall mean
(i) shares of Common Stock issued by the Company pursuant to stock dividends,
stock splits, recapitalizations, and similar transactions; (ii) shares of
Common Stock issued upon conversion of shares of Series A Preferred Stock;
(iii) shares of Common Stock issued upon exercise, conversion, or exchange
of Derivative Securities (as defined in Section A.4(n) hereof) that are
outstanding as of the date hereof or that are issued after the date hereof;
(iv) the issuance and exercise, after the date hereof, of options,
warrants or other Derivative Securities that are issued or issuable by the
Company to officers, directors, employees, or consultants of the Company with
the prior approval of the Board of Directors or an appropriate committee
thereof pursuant to a compensation agreement, plan or arrangement, or stock
option, stock purchase or other plan approved by the Board of Directors; (v)
securities (including rights to purchase securities) issued in consideration of
the grant by or to the Company of marketing rights, license rights or similar
rights or in consideration of the exchange of 


 


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proprietary technology,
in each such case with the prior approval of the Board of Directors;
(vi) securities (including rights to purchase securities) issued in
connection with acquisitions or strategic alliances or issued to landlords,
commercial financing or leasing companies, in each such case with the prior
approval of the Board of Directors; or (vii) shares of Common Stock or
Derivative Securities in connection with a business acquisition where the stockholders of the Company prior to
such acquisition own 50% or more of the Common Stock of the Company following
such acquisition.


“Net Consideration Per Share” means the
amount equal to the total amount of consideration, if any, received by the
Company for the issuance of such Derivative Securities, plus the minimum amount
of additional consideration, if any, payable to the Company upon exercise,
conversion, and/or exchange thereof for shares of Common Stock, divided by the
maximum number of shares of Common Stock that would be issued if all such
Derivative Securities were exercised or converted at such Net Consideration Per
Share.  The Net Consideration Per Share
that may be received by the Company will be determined in each instance as of
the date of issuance of Derivative Securities without giving effect to any
possible future price adjustments or rate adjustments that may be applicable
with respect to such Derivative Securities and which are contingent upon future
events; provided, that in the case of an
adjustment to be made as a result of a change in terms of such Derivative
Securities, the Net Consideration Per Share will be determined as of the date
of such change.


 


(b)   Subdivision and Combination. In
case the Company shall at any time subdivide the outstanding shares of Common
Stock, the Exercise Price shall forthwith be proportionately increased or
decreased.


 


(c)   Adjustment in Number of Shares.  Upon each adjustment of the Exercise Price
pursuant to the provisions of this Section 11, the number of Shares issuable
upon the exercise of each Warrant shall be adjusted to the nearest full Share
by multiplying a number equal to the Exercise Price in effect immediately prior
to such adjustment by the number of Shares issuable upon exercise of the Warrants
immediately prior to such adjustment and dividing the product so obtained by
the adjusted Exercise Price.


 


(d)   Reclassification. Consolidation, Merger, etc.   In case of any reclassification or change of
the outstanding shares of Common Stock (other than a change in par value to no
par value, or from no par value to par value, or as a result of a subdivision
or combination), or in the case of any consolidation of the Company with, or
merger of the Company into, another corporation (other than a consolidation or
merger in which the Company is the surviving corporation and which does not
result in any reclassification or change of the outstanding shares of Common
Stock, except a change as a result of a subdivision or combination of such
shares or a change in par value, as aforesaid), or in the case of a sale or
conveyance to another corporation of all or a substantial part of the property
of the Company, the Holder shall thereafter have the right to purchase the kind
and number of shares of stock and other securities and property receivable upon
such reclassification, change, consolidation, merger, sale or conveyance as if
the Holder were the owner of the shares of Common Stock underlying the Warrants
immediately prior to any such events at a price equal to the product of (x) the
number of shares issuable upon exercise of the Warrants and (y) the Exercise
Price in effect immediately prior to the record date for such reclassification,
change, consolidation, merger, sale or conveyance as if such Holder had 


 


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exercised the Warrants; provided, however,
that nothing contained herein shall cause the number of shares issuable upon
exercise of this Warrant to be decreased in the event of a combination of
shares upon any such reclassification, change, consolidation, merger, sale or
conveyance.


 


(e)   Dividends and Other Distributions with Respect to
Outstanding Securities. 
In the event that the Company shall at any time prior to the exercise in
full of this Warrant declare a dividend (other than a dividend consisting
solely of shares of Common Stock or a cash dividend or distribution payable out
of current or retained earnings) or otherwise distribute to its shareholders
any monies, assets, property, rights, evidences of indebtedness, securities
(other than shares of Common Stock), whether issued by the Company or by
another person or entity, or any other thing of value, the Holder shall
thereafter be entitled, in addition to the shares of Common Stock or other
securities receivable upon the exercise thereof, to receive, upon the exercise
of this Warrant, the same monies, property, assets, rights, evidences of
indebtedness, securities or any other thing of value that the Holder would have
been entitled to receive at the time of such dividend or distribution. At the
time of any such dividend or distribution, the Company shall make appropriate
reserves to ensure the timely performance of the provisions of this Subsection
11(e).


 


(f)    Fractional Shares. As to any fraction
of a share which the holder of this Warrant would be entitled to purchase upon
exercise of this Warrant, the Company shall pay, in lieu of such fractional
interest, an amount in cash equal to the then Fair Market Value of such
fractional interest. The Holder, by his acceptance hereof, expressly waives any
right to receive any fractional share of stock or fractional Warrant upon
exercise of this Warrant.


 


(g)   Warrant Certificate After Adjustment.  Irrespective of any change pursuant to this
Section 11 in the Exercise Price or in the number, kind or class of shares or
other securities or other property obtainable upon exercise of this Warrant,
this Warrant may continue to express as the Exercise Price and as the number of
shares obtainable upon exercise, the same price and number of shares as are
stated herein.


 


12.          Voluntary Adjustment by the Company


The Company may at
any time during the Exercise Period reduce the then current Exercise Price to
any amount and for any period of time deemed appropriate by the Board of Directors
of the Company.


13.          Notice
of Adjustment


Whenever the number of
Warrant Shares or number or kind of securities or other property purchasable
upon the exercise of this Warrant or the Exercise Price is adjusted, as herein
provided, the Company shall promptly mail by registered or certified mail,
return receipt requested, to the Holder notice of such adjustment or
adjustments setting forth the number of Warrant Shares (and other securities or
property) purchasable upon the exercise of this Warrant and the Exercise Price
of such Warrant Shares (and other securities or property) after such
adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.  Such notice, in the absence of manifest
error, shall be conclusive evidence of the correctness of such adjustment.


 


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14.          Notice
of Corporate Action


If at any time:


(a)           the Company shall take a record of
the holders of its Common Stock for the purpose of entitling them to receive a
dividend or other distribution, or any right to subscribe for or purchase any
evidences of its indebtedness, any shares of stock of any class or any other
securities or property, or to receive any other right; or


(b)           there shall be any capital
reorganization of the Company, any reclassification or recapitalization of the
capital stock of the Company or any consolidation or merger of the Company
with, or any sale, transfer or other disposition of all or substantially all
the property, assets or business of the Company to, another corporation or,


(c)           there shall be 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 to Holder:


(i)                                     at least 20 days’ prior written
notice of the date on which a record date shall be selected for such dividend,
distribution or right or for determining rights to vote in respect of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, liquidation or winding up, and


(ii)                                  in the case of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, at least 20 days’ prior written
notice of the date when the same shall take place.  Such notice in accordance with the foregoing
clause also shall specify


(A)                              the date on which any such record is to
be taken for the purpose of such dividend, distribution or right, the date on
which the holders of Common Stock shall be entitled to any such dividend,
distribution or right, and the amount and character thereof, and


(B)                                the date on which any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up is to take place and the
time, if any such time is to be fixed, as of which the holders of Common Stock
shall be entitled to exchange their Warrant Shares for securities or other
property deliverable upon such disposition, dissolution, liquidation or winding
up.  Each 


 


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such written notice shall be sufficiently given if
addressed to Holder at the last address of Holder appearing on the books of the
Company and delivered in accordance with Section 18(c).


15.          Authorized
Shares


The Company covenants
that during the period the Warrant is outstanding, it will reserve from its
authorized and unissued Common Stock a sufficient number of shares to provide
for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant.  The Company further
covenants that its issuance of this Warrant shall constitute full authority to
its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the Warrant Shares upon the
exercise of the purchase rights under this Warrant.  The Company will take all such reasonable
action as may be necessary to assure that such Warrant Shares may be issued as
provided herein without violation of any applicable law or regulation, or of
any requirements of the Principal Market upon which the Common Stock may be
listed.


The Company will


(a)           not increase the par value of any
Warrant Shares above the amount payable therefor upon such exercise immediately
prior to such increase in par value;


(b)           take all such action as may be
necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant;
and


(c)           use commercially reasonable efforts
to obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.


Before taking any action
which would result in an adjustment in the number of Warrant Shares for which
this Warrant is exercisable or in the Exercise Price, the Company shall obtain
all such authorizations or exemptions thereof, or consents thereto, as may be
necessary from any public regulatory body or bodies having jurisdiction
thereof.


 


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16.          Registration Rights


The Holder will be
entitled to the registration rights set forth in the Subscription Agreement.


17.          Miscellaneous


(a)           Jurisdiction.  This Warrant shall constitute a contract
under the laws of the Commonwealth of Massachusetts without regard to its
conflict of law, principles or rules.


(b)           Restrictions.  The Holder acknowledges that the Warrant Shares
acquired upon the exercise of this Warrant, if not registered, will have
restrictions upon resale imposed by state and federal securities laws.


(c)           Notices.  All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be


(i)                                     hand delivered; or


(ii)                                  deposited in the mail, registered or
certified, return receipt requested, postage prepaid; or


(iii)                               delivered by reputable air courier
service with charges prepaid; or


(iv)                              transmitted by facsimile, addressed as
set forth below or to such other address as such party shall have specified
most recently by written notice.


Any notice or other
communication required or permitted to be given hereunder shall be deemed
effective


 (i)                                upon hand delivery or delivery by facsimile, with
accurate confirmation generated by the transmitting facsimile machine, at the
address or number designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first
business day following such delivery (if delivered other than on a business day
during normal business hours where such notice is to be received) or


(ii)                                  on the first business day following the
date of sending by reputable courier service, fully prepaid, addressed to such
address, or


(iii)                               upon actual receipt of such mailing, if
mailed.  The addresses for such
communications shall be with respect to the Holder 


 


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of this Warrant or of Warrant Shares issued pursuant
thereto, addressed to such Holder at its last known address or facsimile number
appearing on the books of the Company maintained for such purposes, or with
respect to the Company, to the address provided on the signature page
hereof.  Any party hereto may from time
to time change its address for notices by giving at least ten (10) days
written notice of such changed address to the other party hereto.


(d)           Limitation of Liability.  No provision hereof, in the absence of
affirmative action by Holder to purchase Warrant Shares, and no enumeration
herein of the rights or privileges of Holder, shall give rise to any liability
of Holder for the purchase price of any Common Stock or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.


(e)           Successors and Assigns.  Subject to applicable securities laws, this
Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors of the Company and the successors
and permitted assigns of Holder.  The
provisions of this Warrant are intended to be for the benefit of all Holders
from time to time of this Warrant and shall be enforceable by any such Holder or
holder of Warrant Shares.


(f)            Amendment.  This Warrant may be modified or amended or
the provisions hereof waived with the written consent of the Company and the
Holder.


(g)           Severability.  Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provisions or the remaining provisions of this Warrant.


(h)           Headings.  The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.


*************


 


12

















 


IN WITNESS
WHEREOF, the Company has caused this Warrant to be executed by its officer
thereunto duly authorized.


 


	
  Dated: _________
  __, 2005

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LIGHTSPACE CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: ___________________________

  	
   

  
	
   

  	
  Name: Ken Lang

  	
   

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name of Warrant Holder]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  ___________________________

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


 


 

















 


NOTICE OF EXERCISE


To:          LIGHTSPACE CORPORATION


(1)           The undersigned hereby elects to
purchase ________ Warrant Shares (the “Common Stock”), of Lightspace
Corporation pursuant to the terms of the attached Warrant, and tenders herewith
payment of the exercise price in full, together with all applicable transfer
taxes, if any.  The undersigned hereby
represents that[he/she/it] is an “accredited investor” within the meaning of
Regulation D promulgated under the Securities Act of 1933, as amended.


(2)           Please issue a certificate or
certificates representing said Warrant Shares in the name of the undersigned or
in such other name as is specified below:


 


	
  _______________________________

  	 

	
   

  	 

	
   

  	 

	
  The Warrant
  Shares shall be delivered to the following:

  	 

	
   

  	 

	
  _______________________________

  	 

	
   

  	 

	
  _______________________________

  	 

	
   

  	 

	
  _______________________________

  	 

	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [PURCHASER]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated: 

  	
   

  	
   

  
					



 


 

















 


To:  LIGHTSPACE CORPORATION


NOTICE OF CASHLESS EXERCISE


(To be executed upon exercise of warrant


pursuant to Section 3(c))


The undersigned hereby irrevocably elects to exchange
its Warrant for ___________ Warrant Shares pursuant to the cashless exercise
provisions of the within Warrant, as provided for in Section 3(c) of such
Warrant, and requests that a certificate or certificates for such Warrant
Shares be issued in the name of and delivered to:


	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  



(Print Name, Address and Social Security or Tax Identification Number)


and, if such
number of Warrant Shares shall not be all the Warrant Shares which the
undersigned is entitled to purchase in accordance with the within Warrant, that
a new Warrant for the balance of the Warrant Shares covered by the within
Warrant be registered in the name of, and delivered to, the undersigned at the
address stated below.


	
   

  	
  Dated:

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print)

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
  (Signature must
  conform in all respects to the name of the Holder as specified on the face of
  the Warrant)

  



 


 

















 


ASSIGNMENT FORM


(To
assign the foregoing warrant, execute

this form and supply required information. 

Do not use this form to exercise the warrant.)


FOR VALUE RECEIVED, the
foregoing Warrant and all rights evidenced thereby are hereby assigned to


	
   

  	
   

  	
  whose address is

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  .

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  .

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Holder’s
  Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Holder’s
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature Guaranteed:

  	
   

  	
   

  
												



NOTE:  The signature to this Assignment Form must
correspond with the name as it appears on the face of the Warrant, without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
bank or trust company.  Officers of
corporations and those acting in an fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.