Exhibit
      10.3

    WAIVER
      AND AMENDMENT 

    


    THIS
      WAIVER AND AMENDMENT, dated
      as
      of February __, 2007 (the “Amendment”),
      to
      the promissory note (the “Note”)
      issued
      by Pure
      Vanilla eXchange, Inc.,
      a
      Nevada corporation (the “Company”)
      on
      [date] to [name] (the “Holder”)
      Capitalized
      terms used and not otherwise defined herein that are defined in the Note shall
      have the meanings given such terms in the Note.

    


    RECITALS

    


    Subject
      to the terms and conditions of this Amendment, the Company has requested, and
      the Holder has agreed to waive compliance with certain terms of the Note and
      all
      Events of Default; and

    


    Subject
      to the terms and conditions of this Amendment, the Company has requested, and
      the Holder has agreed, to amend the Note to provide for an extension of the
      date
      interest and principal will be due under the Note.

    


    The
      Holder has agreed to accept the Warrant in the form attached hereto as Exhibit
      B
      as consideration for the waivers and amendments set forth herein.

    


    Accordingly,
      in consideration of the premises and of the mutual covenants and agreements
      hereinafter set forth, the parties hereto agree as follows:

    


    1.
       Waiver. 

     

    Holder
      hereby waives compliance by the Company with its obligation to pay interest
      on
      the outstanding principal balance of the Note or any payment of principal due
      on
      or before the date of this Amendment. Each and every failure of the Company
      to
      comply with such obligations is separately waived as of the date of such failure
      and none of such failures thereafter constitute an Event of
      Default.

     

    2. Amendments. The
      Holder and the Company hereby agree to amend the Note as follows:

     

    (a) The
      first
      sentence of Section 1 is stricken and replaced with the following:

     

    Maker
      shall pay principal and accrued interest on the earlier of (i) two business
      days
      after the date on which the Company has raised and reported, in the aggregate
      from February 12, 2007 to the date of such report, $20 million of “Net
      Financing” (defined below) and (ii) May 15, 2007. For the purposes of this Note,
“Net
      Financing”
      means, the gross proceeds received by the Company from the sale of any of its
      securities, less any loans that have been outstanding for a term of less than
      six months on the date such financing is closed (regardless of the maturity
      at
      the date of issue) that are repaid from the proceeds of the
      Financing.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) Section
      2
      of the Note is amended by adding the following after the words, “amount of
      principal being pre-paid”:

    


    The
      terms of prepayment are also governed by Section 6.15 of a Loan Agreement
      between the Company and the Holder dated May 23, 2006, which section is
      incorporated herein by reference.

    


    3. Miscellaneous.

    


    THIS
      WAIVER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
      LAWS.

    


    Except
      as
      expressly waived and/or amended hereby, the Note. shall remain in full force
      and
      effect in accordance with the terms thereof. The waivers and amendments herein
      are limited specifically to the matters set forth above and do not constitute
      directly or by implication an amendment or waiver of any other provision of
      the
      Note or of any Event of Default or default which may occur or may have
      occurred.

    


    This
      Amendment may be executed in one or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall constitute
      but one Amendment.

    


    
      	
               

              PURE
                VANILLA EXCHANGE, INC.

            	
               

              HOLDER

            
	 	 
	 	 
	 	 
	
              By:_____________________________

            	
              _______________________________

            
	
                    
                Steven Yevoli,

            	
              [name]

            
	
                    
                Chief Executive Officer

            	
               

            
	 	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

     

    
      THESE
        SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
        EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO
        AN
        EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
        ACT OF 1933, AS AMENDED (THE “ACT”). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER
        TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION
        IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE
        “RESTRICTED” AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE
        ACT PURSUANT TO REGISTRATION OR EXEMPTION
        THEREFROM.



    Issue
      Date:
      Tuesday, February 20, 2007

    


    COMMON
      STOCK PURCHASE WARRANT 

    


    To
      Purchase Shares of $0.001 Par
      Value
      Common Stock (“Common
      Stock”)
      of

    


    PURE
      VANILLA EXCHANGE, INC.

    


    THIS
      CERTIFIES that, for value received, Name
      (the
      “Holder”)
      is
      entitled, upon the terms and subject to the conditions hereinafter set forth,
      at
      any time on or after the Issue Date and on or prior to 8:00 p.m. New York City
      Time on the three (3) year anniversary of the Issue Date (the “Termination
      Date”),
      but
      not thereafter, to subscribe for and purchase from PURE VANILLA EXCHANGE, INC.,
      a Nevada corporation (the “Company”),
      00,000 shares of Common Stock (the “Warrant Shares”)
      of the
      Company at an Exercise Price per share equal to $0.80 per share (as adjusted
      from time to time pursuant to the terms hereof, the “Exercise Price”).
      The
      Exercise Price and the number of shares for which the Warrant is exercisable
      shall be subject to adjustment as provided herein. This Warrant is being issued
      in connection with the Waiver and Amendment Agreement dated February 13, 2007
      (the “Waiver”) entered into between the Company and the Holder. Capitalized
      terms used herein and not otherwise defined shall have the meaning ascribed
      thereto in the Waiver.

     

    	1.         
              	
            Title
              of Warrant.
              Prior to the expiration hereof and subject to compliance with applicable
              laws, this Warrant and all rights hereunder are transferable, in whole
              or
              in part, at the office or agency of the Company by the Holder hereof
              in
              person or by duly authorized attorney, upon surrender of this Warrant
              together with (a) the Assignment Form annexed hereto properly endorsed,
              and (b) any other documentation reasonably necessary to satisfy the
              Company that such transfer is in compliance with all applicable securities
              laws. The term “Holder”
              shall refer to the Holder or any subsequent transferee of this
              Warrant.

          


     

    	2.             	
            Authorization
              of Shares.
              The Company covenants that all shares of Common Stock which may be
              issued
              upon the exercise of rights represented by this Warrant will, upon
              exercise of the rights represented by this Warrant and payment of the
              Exercise Price as set forth herein, 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 or otherwise specified
              herein).

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	3.             	
            Exercise
              of Warrant.

          


     

    	(a)  
                    	
            The
              Holder may exercise this Warrant, in whole or in part, at any time
              and
              from time to time, by delivering to the offices of the Company or any
              transfer agent for the Common Stock this Warrant, together with a Notice
              of Exercise in the form annexed hereto specifying the number of Warrant
              Shares with respect to which this Warrant is being exercised, together
              with payment to the Company of the Exercise Price therefor.
              

          


     

    In
      the
      event that the Warrant is not exercised in full, the number of Warrant Shares
      shall be reduced by the number of such Warrant Shares for which this Warrant
      is
      exercised and/or surrendered, and the Company, at its expense, shall within
      three (3) Trading Days (as defined below) issue and deliver to the Holder a
      new
      Warrant of like tenor in the name of the Holder or as the Holder (upon payment
      by Holder of any applicable transfer taxes) may request, reflecting such
      adjusted Warrant Shares. 

     

    The
      Company shall use its best efforts to deliver the certificates for shares of
      Common Stock purchased hereunder to the Holder hereof within three (3) Trading
      Days after the date on which this Warrant shall have been exercised as
      aforesaid. The Holder may withdraw its Notice of Exercise at any time if the
      Company fails to deliver within 10 calendar days the relevant certificates
      to
      the Holder as provided in this Agreement. 

     

    
      	
              (b)

            	
              The
                term “Trading
                Day”
                means (x) if the Common Stock is not listed on the New York or American
                Stock Exchange but sale prices of the Common Stock are reported on
                Nasdaq
                National Market or another automated quotation system, or the Nasdaq
                Bulletin Board, a day on which trading is reported on the principal
                automated quotation system or market on which sales of the Common
                Stock
                are reported, (y) if the Common Stock is listed on the New York Stock
                Exchange or the American Stock Exchange, a day on which there is
                trading
                on such stock exchange, or (z) if the foregoing provisions are
                inapplicable, a day on which quotations are reported by National
                Quotation
                Bureau Incorporated or by Pink Sheets, LLC (the foregoing being referred
                to herein as the “Principal
                Market”.

            


    

     

    	4.        
               	
            No
              Fractional Shares or Scrip.
              No fractional shares or scrip representing fractional shares shall
              be
              issued upon the exercise of this Warrant. In lieu of issuance of a
              fractional share upon any exercise hereunder, the Company will either
              round up to nearest whole number of shares or pay the cash value of
              that
              fractional share calculated on the basis of the Fair Market Value (as
              defined below).

          


     

    	5.    
                   	
            Charges,
              Taxes and Expenses.
              Issuance of certificates for shares of Common Stock upon the exercise
              of
              this Warrant shall be made without charge to the Holder hereof 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 of this Warrant or in such name or names as may be directed
              by
              the Holder of this Warrant; provided,
              however,
              that in the event certificates for shares of Common Stock are to be
              issued
              in a name other than the name of the Holder of this Warrant, this Warrant
              when surrendered for exercise shall be accompanied by the Assignment
              Form
              attached hereto duly executed by the Holder hereof; and provided further,
              that the Company shall not be required to pay any tax or taxes which
              may
              be payable in respect of any transfer involved in the issuance of any
              Warrant certificates or any certificates for the Warrant Shares other
              than
              the issuance of a Warrant Certificate to the Holder in connection with
              the
              Holder’s surrender of a Warrant Certificate upon the exercise of all or
              less than all of the Warrants evidenced thereby.
              

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	6.         
              	
            Closing
              of Books.
              The Company will at no time close its shareholder books or records
              in any
              manner which interferes with the timely exercise of this
              Warrant.

          


     

    	7.         
              	
            No
              Rights as Shareholder until Exercise.
              Subject to Section 12 of this Warrant and the provisions of any other
              written agreement between the Company and the Holder, the Holder shall
              not
              be entitled to vote or receive dividends or be deemed the holder of
              Warrant Shares or any other securities of the Company that 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, or change of stock to no par value,
              consolidation, merger, conveyance or otherwise) or to receive notice
              of
              meetings, or to receive dividends or subscription rights or otherwise
              until the Warrant shall have been exercised as provided herein. However,
              at the time of the exercise of this Warrant pursuant to Section 3 hereof,
              the Warrant Shares so purchased hereunder shall be deemed to be issued
              to
              such Holder as the record owner of such shares as of the close of business
              on the date on which this Warrant shall have been
              exercised.

          


     

    	8.         
              	
            Assignment
              and Transfer of Warrant.
              This Warrant may be assigned by the surrender of this Warrant and the
              Assignment Form annexed hereto duly executed at the office of the Company
              (or such other office or agency of the Company or its transfer agent
              as
              the Company may designate by notice in writing to the registered Holder
              hereof at the address of such Holder appearing on the books of the
              Company); provided,
              however,
              that this Warrant may not be resold or otherwise transferred except
              (i) in
              a transaction registered under the Securities Act of 1933, as amended
              (the
              “Act”),
              or (ii) in a transaction pursuant to an exemption, if available, from
              registration under the Act and whereby, if reasonably requested by
              the
              Company, an opinion of counsel reasonably satisfactory to the Company
              is
              obtained by the Holder of this Warrant to the effect that the transaction
              is so exempt. If this Warrant is duly assigned in accordance with the
              terms hereof, then the Company agrees, upon the request of the assignee,
              to amend or supplement promptly any effective registration statement
              covering the Warrant Shares so that the direct assignee of the original
              holder is added as a selling stockholder
              thereunder.

          


     

    	9.          
             	
            Loss,
              Theft, Destruction or Mutilation of Warrant; Exchange.
              The Company represents warrants and covenants that (a) upon receipt
              by the
              Company of evidence reasonably satisfactory to it of the loss, theft,
              destruction or mutilation of any Warrant or stock certificate representing
              the Warrant Shares, and in case of loss, theft or destruction, of
              indemnity reasonably satisfactory to it, and (b) 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 this Warrant or
              stock
              certificate, without any charge therefor. This Warrant is exchangeable
              at
              any time for an equal aggregate number of Warrants of different
              denominations, as requested by the holder surrendering the same, or
              in
              such denominations as may be requested by the Holder following
              determination of the Exercise Price. No service charge will be made
              for
              such registration or transfer, exchange or
              reissuance.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	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 legal
              holiday.

          


     

    	11.        
             	
            Specific
              Enforcement.
              The Company and the Holder acknowledge and agree that irreparable damage
              would occur in the event that any of the provisions of this Warrant
              were
              not performed in accordance with their specific terms or were otherwise
              breached. It is accordingly agreed that the parties shall be entitled
              to
              an injunction or injunctions to prevent or cure breaches of the provisions
              of this Warrant and to enforce specifically the terms and provisions
              hereof, this being in addition to any other remedy to which either
              of them
              may be entitled by law or equity.

          


     

    	12.       
              	
            Adjustments
              of Exercise Price and Number of Warrant Shares.
              The number of and kind of securities purchasable upon exercise of this
              Warrant and the Exercise Price shall be subject to adjustment from
              time to
              time as set forth in this Section 12.

          


     

    	(a)        
             	
            Subdivisions,
              Combinations, Stock Dividends and other Issuances.
              If the Company shall, at any time while this Warrant is outstanding,
              (A)
              pay a stock dividend or otherwise make a distribution or distributions
              on
              any equity securities (including instruments or securities convertible
              into or exchangeable for such equity securities) in shares of Common
              Stock, (B) subdivide outstanding shares of Common Stock into a larger
              number of shares, or (C) combine outstanding Common Stock into a smaller
              number of shares, then the Exercise Price shall be multiplied by a
              fraction, the numerator of which shall be the number of shares of Common
              Stock outstanding before such event and the denominator of which shall
              be
              the number of shares of Common Stock outstanding after such event.
              Any
              adjustment made pursuant to this Section 12(a) shall become effective
              immediately after the record date for the determination of stockholders
              entitled to receive such dividend or distribution and shall become
              effective immediately after the effective date in the case of a
              subdivision or combination. The number of shares which may be purchased
              hereunder shall be increased proportionately to any reduction in Exercise
              Price pursuant to this paragraph 12(a), so that after such adjustments
              the
              aggregate Exercise Price payable hereunder for the increased number
              of
              shares shall be the same as the aggregate Exercise Price in effect
              just
              prior to such adjustments.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	(b)       
              	
            Other
              Distributions.
              If at any time after the date hereof the Company distributes to holders
              of
              its Common Stock, other than as part of its dissolution, liquidation
              or
              the winding up of its affairs, any shares of its capital stock, any
              evidence of indebtedness or any of its assets (other than Common Stock),
              then the number of Warrant Shares for which this Warrant is exercisable
              shall be increased to equal: (i) the number of Warrant Shares for which
              this Warrant is exercisable immediately prior to such event, (ii)
              multiplied by a fraction, (A) the numerator of which shall be the Fair
              Market Value (as defined below) per share of Common Stock on the record
              date for the dividend or distribution, and (B) the denominator of which
              shall be the Fair Market Value price per share of Common Stock on the
              record date for the dividend or distribution minus the amount allocable
              to
              one share of Common Stock of the value (as jointly determined in good
              faith by the Board of Directors of the Company and the Holder) of any
              and
              all such evidences of indebtedness, shares of capital stock, other
              securities or property, so distributed. For purposes of this Warrant,
              “Fair
              Market Value”
              shall equal the average closing price of the Common Stock on the Principal
              Market for the 5 Trading Days preceding the date of determination or,
              if
              the Common Stock is not listed or admitted to trading or subject to
              quotation on any Principal Market, and the average price cannot be
              determined as contemplated above, the Fair Market Value of the Common
              Stock shall be as reasonably determined in good faith by the Company’s
              Board of Directors and the Holder. The Exercise Price shall be reduced
              to
              equal: (i) the Exercise Price in effect immediately before the occurrence
              of any event (ii) multiplied by a fraction, (A) the numerator of which
              is
              the number of Warrant Shares for which this Warrant is exercisable
              immediately before the adjustment, and (B) the denominator of which
              is the
              number of Warrant Shares for which this Warrant is exercisable immediately
              after the adjustment.

          


     

    	(c)       
              	
            Merger,
              etc.
              If at any time after the date hereof there shall be a merger or
              consolidation of the Company with or into or a transfer of all or
              substantially all of the assets of the Company to another entity, then
              the
              Holder shall be entitled to receive upon or after such transfer, merger
              or
              consolidation becoming effective, and upon payment of the Exercise
              Price
              then in effect, the number of shares or other securities or property
              of
              the Company or of the successor corporation resulting from such merger
              or
              consolidation, which would have been received by the Holder for the
              shares
              of stock subject to this Warrant had this Warrant been exercised just
              prior to such transfer, merger or consolidation becoming effective
              or to
              the applicable record date thereof, as the case may be. The Company
              will
              not merge or consolidate with or into any other corporation, or sell
              or
              otherwise transfer its property, assets and business substantially
              as an
              entirety to another corporation, unless the corporation resulting from
              such merger or consolidation (if not the Company), or such transferee
              corporation, as the case may be, shall expressly assume in writing
              the due
              and punctual performance and observance of each and every covenant
              and
              condition of this Warrant to be performed and observed by the
              Company.

          


     

    	(d)        
             	
            Reclassification,
              etc.
              If at any time after the date hereof there shall be a reorganization
              or
              reclassification of the securities as to which purchase rights under
              this
              Warrant exist into the same or a different number of securities of
              any
              other class or classes, then the Holder shall thereafter be entitled
              to
              receive upon exercise of this Warrant, during the period specified
              herein
              and upon payment of the Exercise Price then in effect, the number of
              shares or other securities or property resulting from such reorganization
              or reclassification, which would have been received by the Holder for
              the
              shares of stock subject to this Warrant had this Warrant at such time
              been
              exercised.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	(e)        
              	
            (i)The
              terms of any reorganization, consolidation, merger, sale, transfer
              or
              share exchange shall include such terms so as to continue to give to
              the
              holder hereof the right to receive the securities or property set forth
              in
              this Section 12 upon any exercise following any such reclassification,
              consolidation, merger, sale, transfer or share
              exchange.

          


     

    (ii) In
      the
      event of any adjustment in the number of Warrant Shares issuable hereunder
      upon
      exercise, the Exercise Price shall be inversely proportionately increased or
      decreased as the case may be, such that aggregate purchase price for Warrant
      Shares upon full exercise of this Warrant shall remain the same. Similarly,
      in
      the event of any adjustment in the Exercise Price, the number of Warrant Shares
      issuable hereunder upon exercise shall be inversely proportionately increased
      or
      decreased as the case may be, such that aggregate purchase price for Warrant
      Shares upon full exercise of this Warrant shall remain the same.

     

    	13.       
              	
            Voluntary
              Adjustment by the Company.
              The Company may at its option, at any time during the term of this
              Warrant, reduce but not increase the then current Exercise Price to
              any
              amount and for any period of time deemed appropriate by the Board of
              Directors of the Company.

          


     

    	
             

            14.       
                

          	
            Notice
              of Adjustment; Notice of Events.
              (i) 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, the Company shall promptly mail to the
              Holder
              of this Warrant a notice 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 after such
              adjustment and setting forth the computation of such adjustment and
              a
              brief statement of the facts requiring such adjustment. (ii) If: (A)
              the
              Company shall declare a dividend (or any other distribution) on its
              Common
              Stock; or (B) the Company shall declare a special nonrecurring cash
              dividend on or a redemption of its Common Stock; or (C) the Company
              shall
              authorize the granting to all holders of the Common Stock rights or
              warrants to subscribe for or purchase any shares of capital stock of
              any
              class or of any rights; or (D) the approval of any stockholders of
              the
              Company shall be required in connection with any reclassification of
              the
              Common Stock of the Company, any consolidation or merger to which the
              Company is a party, any sale or transfer of all or substantially all
              of
              the assets of the Company, or any compulsory share exchange whereby
              the
              Common Stock is converted into other securities, cash or property;
              or (E)
              the Company shall authorize the voluntary dissolution, liquidation
              or
              winding up of the affairs of the Company, then the Company shall cause
              to
              be mailed to each Warrant holder at their last addresses as they shall
              appear upon the Warrant register of the Company, at least 30 calendar
              days
              prior to the applicable record or effective date hereinafter specified,
              a
              notice stating (x) the date on which a record is to be taken for the
              purpose of such dividend, distribution, redemption, rights or warrants,
              or
              if a record is not to be taken, the date as of which the holders of
              Common
              Stock of record to be entitled to such dividend, distributions,
              redemption, rights or warrants are to be determined or (y) the date
              on
              which such reclassification, consolidation, merger, sale, transfer
              or
              share exchange is expected to become effective or close, and the date
              as
              of which it is expected that holders of Common Stock of record shall
              be
              entitled to exchange their shares of Common Stock for securities, cash
              or
              other property deliverable upon such reclassification, consolidation,
              merger, sale, transfer, share exchange, dissolution, liquidation or
              winding up.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              15.

            	
              Authorized
                Shares.
                The Company covenants that during the period the Warrant is outstanding
                and exercisable, 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 and all 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,
                regulation, or rule of any applicable market or
                exchange.

            


    

     

    
      	
              16.

            	
              Compliance
                with Securities Laws.
                (a) The Holder hereof acknowledges that the Warrant Shares acquired
                upon
                the exercise of this Warrant, if not registered (or if no exemption
                from
                registration exists), will have restrictions upon resale imposed
                by state
                and federal securities laws. Each certificate representing the Warrant
                Shares issued to the Holder upon exercise (if not registered, for
                resale
                or otherwise, or if no exemption from registration exists) will bear
                substantially the following legend:

            


    

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
      SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
      IN
      RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED,
      TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS. 

    


    	(b)       
              	
            Without
              limiting the Holder’s right to transfer, assign or otherwise convey the
              Warrant or Warrant Shares in compliance with all applicable securities
              laws, the Holder of this Warrant, by acceptance hereof, acknowledges
              that
              this Warrant and the Warrant Shares to be issued upon exercise hereof
              are
              being acquired solely for the Holder’s own account and not as a nominee
              for any other party, and that the Holder will not offer, sell or otherwise
              dispose of this Warrant or any Warrant Shares to be issued upon exercise
              hereof except under circumstances that will not result in a violation
              of
              applicable federal and state securities laws.


          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    	18.           
            	Miscellaneous.


    	 	 


    	(a)         
             	
            Issue
              Date; Choice of Law; Venue; Jurisdiction.
              The provisions of this Warrant shall be construed and shall be given
              effect in all respects as if it had been issued and delivered by the
              Company on the date hereof. This Warrant shall be binding upon any
              successors or assigns of the Company. This Warrant will be construed
              and
              enforced in accordance with and governed by the laws of the State of
              New
              York, except for matters arising under the Act or the corporate laws
              of
              the jurisdiction of the Company’s incorporation, without reference to
              principles of conflicts of law. Each of the parties consents to the
              exclusive jurisdiction of the federal and state courts sitting in the
              county of New York in the State of New York in connection with any
              dispute
              arising under this Warrant and hereby waives, to the maximum extent
              permitted by law, any objection, including any objection based on
              forum non conveniens
              or
              venue, to the bringing of any such proceeding in such jurisdiction.
              Each
              party hereby agrees that if the other party to this Warrant obtains
              a
              judgment against it in such a proceeding, the party which obtained
              such
              judgment may enforce same by summary judgment in the courts of any
              country
              having jurisdiction over the party against whom such judgment was
              obtained, and each party hereby waives any defenses available to it
              under
              local law and agrees to the enforcement of such a judgment. Each party
              to
              this Warrant irrevocably consents to the service of process in any
              such
              proceeding by the mailing of copies thereof by registered or certified
              mail, postage prepaid, to such party at its address in accordance with
              Section 18(c). Nothing herein shall affect the right of any party to
              serve
              process in any other manner permitted by
              law.

          


     

    	(b)        
             	
            Modification
              and Waiver.
              This Warrant and any provisions hereof may be changed, waived, discharged
              or terminated only by an instrument in writing signed by the party
              against
              which enforcement of the same is sought. Any amendment effected in
              accordance with this paragraph shall be binding upon the Holder, each
              future Holder of this Warrant and the Company. No waivers of, or
              exceptions to, any term, condition or provision of this Warrant, in
              any
              one or more instances, shall be deemed to be, or construed as, a further
              or continuing waiver of any such term, condition or
              provision.

          


     

    	(c)         
             	
            Notices.
              Any notice, request or other document required or permitted to be given
              or
              delivered to the Holder or future Holders hereof or the Company shall
              be
              personally delivered or shall be sent by certified or registered mail,
              postage prepaid, to the Holder or each such Holder at its address as
              shown
              on the books of the Company or to the Company at the address set forth
              in
              the Waiver. All notices under this Warrant shall be deemed to have
              been
              given when received.

          


     

    A
      party
      may from time to time change the address to which notices to it are to be
      delivered or mailed hereunder by notice given in accordance with the provisions
      of this Section 18(c).

     

    	(d)        
             	
            Severability.
              Whenever 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 is held to be invalid, illegal or unenforceable
              in any respect under any applicable law or rule in any jurisdiction,
              such
              invalidity, illegality or unenforceability shall not affect the validity,
              legality or enforceability of any other provision of this Warrant in
              such
              jurisdiction or affect the validity, legality or enforceability of
              any
              provision in any other jurisdiction, but this Warrant shall be reformed,
              construed and enforced in such jurisdiction as if such invalid, illegal
              or
              unenforceable provision had never been contained
              herein.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	(e)        
              	
            No
              Impairment.
              The Company will not, by amendment of its Certificate of Incorporation
              or
              through any reorganization, transfer of assets, consolidation, merger,
              dissolution, issue or sale of securities 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 in good faith assist in the
              carrying out of all such terms and in the taking of all such action
              as may
              be necessary or appropriate in order to protect the rights of the Holder
              against impairment. Without limiting the generality of the foregoing,
              the
              Company (a) will not increase the par value of any Warrant Shares above
              the amount payable therefor on such exercise, and (b) will take all
              such
              action as may be reasonably necessary or appropriate in order that
              the
              Company may validly and legally issue fully paid and non-assessable
              Warrant Shares on the exercise of this
              Warrant.

          


     

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

     

    


    PURE
      VANILLA EXCHANGE, INC.

    


    


    By:
      _______________________________________

    Name: 

    Title:
       

    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    NOTICE
      OF EXERCISE

     

     

    To: PURE
      VANILLA EXCHANGE, INC.

     

    (1) The
      undersigned hereby elects to exercise the attached Warrant for and to purchase
      thereunder, ______ shares of Common Stock, and herewith makes payment therefor
      of $_______.

     

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

     

    _______________________________

    (Name)

     

    _______________________________

    (Address)

    _______________________________

    


    (3) Please
      issue a new Warrant for the unexercised portion of the attached Warrant in
      the
      name of the undersigned or in such other name as is specified
      below:

    


    
      	 	
              ___________________________________

            
	 	
              (Name)

            
	 	 
	
              ____________________

            	
              ___________________________________

            
	
              (Date)

            	
              (Signature)

            
	 	
              ___________________________________

            
	 	
              (Address)

            


    

     

    Dated:

    ______________________________

    Signature

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    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.