Unassociated Document


    NEITHER
      THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE WARRANTS
      HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
      OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR
      TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
      SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
      AVAILABLE.

     

     

    
      	___________
              Warrants	 	
              February
                ________,
                2007

            


    

    


    SUB-URBAN
      BRANDS, INC.

    WARRANTS

     

     

    Sub-Urban
      Brands, Inc., a Nevada corporation (“SUUB”),
      certifies that, for value received, ______________ (“____________”),
      or registered assigns (the “Holder”),
      is the owner of ____________ (________) Warrants of SUUB (the “Warrants”).
      Each Warrant entitles the Holder to purchase from SUUB at any time prior to
      the
      Expiration Date (as defined below) one share of the common stock of SUUB (the
      “Common
      Stock”)
      for $0.15 per share (the “Exercise
      Price”),
      subject to adjustment as defined in section 2, on the terms and conditions
      hereinafter provided. The Exercise Price and the number of shares of Common
      Stock purchasable upon exercise of each Warrant are subject to adjustment as
      provided in this Certificate. 

     

    1.  Vesting;
      Expiration Date; Exercise

     

    1.1  Vesting.
      The Warrants shall vest and become exercisable as of the date of
      this Certificate.

     

    1.2  Expiration
      Date. The Warrants shall expire on February ____, 2012 (the “Expiration
      Date”).

     

    1.3  Manner
      of Exercise. The Warrants are exercisable, in whole or in part, by delivery
      to SUUB of the following (the “Exercise
      Documents”):
      (a) this Certificate (b) a written notice of election to exercise the Warrants;
      and (c) payment of the Exercise Price in immediately available funds or by
“net”
exercise as contemplated by Section 1.4 of this Certificate. Within ten (10)
      business days following receipt of the foregoing, SUUB shall execute and deliver
      to the Holder: (a) a certificate or certificates representing the aggregate
      number of shares of Common Stock purchased by the Holder, and (b) if less than
      all of the Warrants evidenced by this Certificate are exercised, a new
      certificate evidencing the Warrants not so exercised.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.4  Net
      Exercise. In lieu of the payment methods set forth in Section 1.3 above, the
      Holder may elect to exchange all or some of the Warrants for the number of
      shares of Common Stock computed using the following formula:

     

    X
      = Y
      (A-B)

    A

     

    Where
      X = the number of shares of Common Stock to be issued to Holder.

     

    Y
      = the number of shares of Common Stock purchasable under the Warrants being
      exchanged (as adjusted to the date of such calculation).

     

    A
      = the Market Price on the date of receipt by SUUB of the exercise
      documents.

     

    B
      = the Exercise Price of the Warrants being exchanged (as adjusted in accordance
      with the terms of Section 2 hereof).

     

    The
      “Market
      Price”
on
      any
      trading day shall be deemed to be the average of the ask and bid price of the
      Common Stock over the five (5) trading days immediately preceding receipt by
      the
      Company of the exercise documents as officially reported by the principal
      securities exchange or quotation medium on which the shares of Common Stock
      are
      listed or eligible for trading. If the Market Price cannot be determined
      pursuant to the sentence above, the Market Price shall be determined in good
      faith (using customary valuation methods) by the Board of Directors of the
      Company, and in the sole and absolute discretion of the Board of Directors
      of
      the Company, based on the information best available to it, including recent
      arms-length sales of Common Stock to unaffiliated persons.

     

    1.5  Restriction
      on “Net” Exercise. Notwithstanding any other provision of this Certificate,
      Holder shall not be permitted to effect a “net” exercise of the Warrants: (a)
      prior to one year from the date hereof and (b) after one year from the date
      hereof if on the date of exercise the resale of the underlying shares by Holder
      has been registered under the Securities Act of 1933, as amended, pursuant
      to a
      registration statement which is then in effect, and on such date the Holder
      shall be permitted to resell such shares pursuant to such registration
      statement, and the Common Stock shall be listed or quoted for trading on the
      OTC
      Bulletin Board, the Nasdaq Stock Market or an exchange or quotation
      system.

     

    Adjustments
      of Exercise Price and Number and Kind of Conversion Shares

     

    1.6  In
      the event that SUUB shall at any time hereafter (a) pay a dividend in Common
      Stock or securities convertible into Common Stock; (b) subdivide or split its
      outstanding Common Stock; (c) combine its outstanding Common Stock into a
      smaller number of shares; then the number of shares to be issued immediately
      after the occurrence of any such event shall be adjusted so that the Holder
      thereafter may receive the number of shares of Common Stock it would have owned
      immediately following such action if it had exercised the Warrants immediately
      prior to such action and the Exercise Price shall be adjusted to reflect such
      proportionate increases or decreases in the number of shares.

     

    1.7  In
      case of any reclassification of the outstanding shares of Common Stock (other
      than a change covered by Section 2.1 hereof or a change which solely affects
      the
      par value of such shares) or in the case of any acquisition of the Company’s
      Common Stock for stock of the acquirer, consolidation or merger in which SUUB
      is
      not the continuing corporation and which results in any reclassification,
      replacement or capital reorganization of the outstanding shares, the Holder
      shall have the right thereafter (until the Expiration Date) to receive upon
      the
      exercise hereof, for the same aggregate Exercise Price payable hereunder
      immediately prior to such event, the kind and amount of shares of stock or
      other
      securities or property receivable upon such reclassification, capital
      reorganization, merger, acquisition for stock or consolidation, that would
      have
      been received by a Holder of the number of shares of Common Stock obtainable
      upon the exercise of the Warrants immediately prior to such event; and if any
      reclassification also results in a change in shares covered by Section 2.1,
      then
      such adjustment shall be made pursuant to both this Section 2.2 and Section
      2.1
      (without duplication). The provisions of this Section 2.2 shall similarly apply
      to successive reclassifications, capital reorganizations and mergers or
      consolidations, sales or other transfers.

     

    
      
         

      

      
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    1.8  
      The Exercise Price may be adjusted for any unexercised warrants prior to the
      Expiration Date in accordance with the terms of the attached Exhibit B -
      Exercise Price Adjustments. 

     

    2.  Reservation
      of Shares. SUUB
      shall at all times reserve and keep available out of its authorized but unissued
      shares of Common Stock, such number of shares of Common Stock as shall from
      time
      to time be issuable upon exercise of the Warrants. If at any time the number
      of
      authorized but unissued shares of Common Stock shall not be sufficient to permit
      the exercise of the Warrants, SUUB shall promptly seek such corporate action
      as
      may be reasonably necessary to increase its authorized but unissued shares
      of
      Common Stock to such number of shares as shall be sufficient for such
      purpose.

     

    3.  Loss
      or Mutilation. Upon
      receipt of evidence reasonably satisfactory to SUUB of the ownership of and
      the
      loss, theft, destruction or mutilation of this Certificate, and of indemnity
      reasonably satisfactory to it, and (in the case of mutilation) upon surrender
      and cancellation of these Warrants, SUUB will execute and deliver in lieu
      thereof a new Certificate of like tenor as the lost, stolen, destroyed or
      mutilated Certificate.

     

    4.  Representations
      and Warranties of SUUB. SUUB
      hereby represents and warrants to Holder that:

     

    4.1  Due
      Authorization.
      All corporate action on the part of SUUB, its officers, directors and
      shareholders necessary for (a) the authorization, execution and delivery of,
      and
      the performance of all obligations of SUUB under, these Warrants, and (b) the
      authorization, issuance, reservation for issuance and delivery of all of the
      Common Stock issuable upon exercise of these Warrants, has been duly taken.
      These Warrants constitute a valid and binding obligation of SUUB enforceable
      in
      accordance with their terms, subject, as to enforcement of remedies, to
      applicable bankruptcy, insolvency, moratorium, reorganization and similar laws
      affecting creditors’ rights generally and to general equitable
      principles.

     

    4.2  Organization.
      SUUB is a corporation duly organized, validly existing and in good standing
      under the laws of the State referenced in the first paragraph of this
      Certificate and has all requisite corporate power to own, lease and operate
      its
      property and to carry on its business as now being conducted and as currently
      proposed to be conducted.

     

    4.3  Valid
      Issuance of Stock. Any shares of Common Stock issued upon exercise of these
      Warrants will be duly and validly issued, fully paid and
      non-assessable.

     

    
      
         

      

      
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    4.4  Governmental
      Consents. All consents, approvals, orders, authorizations or registrations,
      qualifications, declarations or filings with any federal or state governmental
      authority on the part of SUUB required in connection with the consummation
      of
      the transactions contemplated herein have been obtained.

     

    5.  Representations
      and Warranties of ___________ .
      ___________ hereby represents and warrants to SUUB that:

     

    5.1  ___________
      is acquiring the Warrants for its own account, for investment purposes
      only.

     

    5.2  ___________
      understands that an investment in the Warrants involves a high degree of risk,
      and ___________ has the financial ability to bear the economic risk of this
      investment in the Warrants, including a complete loss of such investment.
      ___________ has adequate means for providing for its current financial needs
      and
      has no need for liquidity with respect to this investment.

     

    5.3  ___________
      has such knowledge and experience in financial and business matters that it
      is
      capable of evaluating the merits and risks of an investment in the Warrants
      and
      in protecting its own interest in connection with this transaction.

     

    5.4  ___________
      understands that the Warrants have not been registered under the Securities
      Act
      of 1933, as amended (the “Securities
      Act”)
      or under any state securities laws. ___________ is familiar with the provisions
      of the Securities Act and Rule 144 thereunder and understands that unless an
      appropriate registration statement is filed, the restrictions on transfer on
      the
      Warrants may result in ___________ being required to hold the Warrants or the
      shares issued upon their exercise for an indefinite period of time.

     

    5.5  ___________
      agrees not to sell, transfer, assign, gift, create a security interest in,
      or
      otherwise dispose of, with or without consideration (collectively, “Transfer”)
      any of the Warrants except pursuant to an effective registration statement
      under
      the Securities Act or an exemption from registration. As a further condition
      to
      any such Transfer, except in the event that such Transfer is made pursuant
      to an
      effective registration statement under the Securities Act, if in the reasonable
      opinion of counsel to SUUB any Transfer of the Warrants by the contemplated
      transferee thereof would not be exempt from the registration and prospectus
      delivery requirements of the Securities Act, SUUB may require the contemplated
      transferee to furnish SUUB with an investment letter setting forth such
      information and agreements as may be reasonably requested by SUUB to ensure
      compliance by such transferee with the Securities Act.

     

    6.  Notices
      of Record Date

     

    In
      the event:

     

    6.1  SUUB
      shall take a record of the holders of its Common Stock (or other stock or
      securities at the time receivable upon the exercise of these Warrants), for
      the
      purpose of entitling them to receive any dividend or other distribution, or
      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

     

    6.2  of
      any consolidation or merger of SUUB with or into another corporation, any
      capital reorganization of SUUB, any reclassification of the capital stock of
      SUUB, or any conveyance of all or substantially all of the assets of SUUB to
      another corporation in which holders of SUUB’s stock are to receive stock,
      securities or property of another corporation; or

     

    
      
         

      

      
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    6.3  of
      any voluntary dissolution, liquidation or winding-up of SUUB; or

     

    6.4  of
      any redemption or conversion of all outstanding Common Stock;

     

    then,
      and in each such case, SUUB will mail or cause to be mailed to the Holder a
      notice specifying, as the case may be, (a) the date on which a record is to
      be
      taken for the purpose of such dividend, distribution or right, or (b) the date
      on which such reorganization, reclassification, consolidation, merger,
      conveyance, dissolution, liquidation, winding-up, redemption or conversion
      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 stock or securities as at the time are
      receivable upon the exercise of these Warrants), 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, conveyance, dissolution, liquidation or winding-up.
      SUUB
      shall use all reasonable efforts to ensure such notice shall be delivered at
      least 15 days prior to the date therein specified. 

     

    7.  Registration
      Rights.
      

     

    7.1  Definitions.
      For purposes of this Section 7, the following terms shall have the meanings
      set
      forth below:

     

    7.1.1  A
      “Blackout
      Event”
      means any of the following: (a) the possession by SUUB of material information
      that is not ripe for disclosure in a registration statement or prospectus,
      as
      determined reasonably and in good faith by the Chief Executive Officer or the
      Board of Directors of SUUB or that disclosure of such information in the
      Registration Statement or the prospectus constituting a part thereof would
      be
      materially detrimental to the business and affairs of SUUB; or (b) any material
      engagement or activity by SUUB which would, in the reasonable and good faith
      determination of the Chief Executive Officer or the Board of Directors of SUUB,
      be materially adversely affected by disclosure in a registration statement
      or
      prospectus at such time. 

     

    7.1.2  “Exchange
      Act”
      shall mean the Securities Exchange Act of 1934, as amended.

     

    7.1.3  “Included
      Shares”
      shall mean any Registrable Shares included in a Registration.

     

    7.1.4  “Registrable
      Shares”
      shall mean the shares of Common Stock (or such stock or securities as at the
      time are receivable upon the exercise of these Warrants) issuable upon exercise
      of the Warrants and shares or securities issued as a result of stock split,
      stock dividend or reclassification of such shares.

     

    7.1.5  “Registration”
      shall mean a registration of securities under the Securities Act pursuant to
      Section 8.2 or 8.3 of this Agreement. 

     

    7.1.6  “Registration
      Period”
      with respect to any Registration Statement the period commencing the effective
      date of the Registration Statement and ending upon withdrawal or termination
      of
      the Registration Statement.

     

    
      
         

      

      
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    7.1.7  “Registration
      Statement”
      shall mean the registration statement, as amended from time to time, filed
      with
      the SEC in connection with a Registration. 

     

    7.1.8  “SEC”
      shall mean the Securities and Exchange Commission.

     

    7.2  Piggyback
      Registration.
      Unless the Registrable Shares are then included in a Registration Statement
      or
      can be sold under the provisions of Rule 144 without limitation as to volume,
      whether pursuant to Rule 144(k) or otherwise, if SUUB shall determine to
      register any Common Stock under the Securities Act for sale in connection with
      a
      public offering of Common Stock (other than pursuant to an employee benefit
      plan
      or a merger, acquisition or similar transaction), SUUB will give written notice
      thereof to Holder and will include in such Registration Statement any of the
      Registrable Shares which Holder may request be included (“Included
      Shares”)
      by a writing delivered to SUUB within 15 days after the notice given by SUUB
      to
      Holder; provided, however, that if the offering is to be firmly underwritten,
      and the representative of the underwriters of the offering refuse in writing
      to
      include in the offering all of the shares of Common Stock requested by SUUB
      and
      others, the shares to be included shall be allocated first to SUUB and any
      shareholder who initiated such Registration and then among the others based
      on
      the respective number of shares of Common Stock held by such persons. If SUUB
      decides not to, and does not, file a Registration Statement with respect to
      such
      Registration, or after filing determines to withdraw the same before the
      effective date thereof, SUUB will promptly so inform Holder, and SUUB will
      not
      be obligated to complete the registration of the Included Shares included
      therein. 

     

    7.3  Certain
      Covenants. In connection with any Registration: 

     

    7.3.1  SUUB
      shall take all lawful action as may be necessary to insure that the Registration
      Statement, any amendment thereto and the prospectus forming a part thereof
      does
      not contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they are made, not misleading. Upon
      becoming aware of the occurrence of any event or the discovery of any facts
      during the Registration Period that make any statement of a material fact made
      in the Registration Statement or the related prospectus untrue in any material
      respect or which material fact is omitted from the Registration Statement or
      related prospectus that requires the making of any changes in the Registration
      Statement or related prospectus so that it will not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements therein, in light of the circumstances under which they are made,
      not
      misleading (taking into account any prior amendments or supplements), SUUB
      shall
      promptly notify Holder, and, subject to the provisions of Section 8.5, as soon
      as reasonably practicable prepare (but, subject to Section 8.5, in no event
      more
      than five business days in the case of a supplement or seven business days
      in
      the case of a post-effective amendment) and file with the SEC a supplement
      or
      post-effective amendment to the Registration Statement or the related prospectus
      or file any other required document so that, as thereafter delivered to a
      purchaser of Shares from Holder, such prospectus will not contain any untrue
      statement of a material fact or omit to state a material fact necessary to make
      the statements therein, in light of the circumstances under which they were
      made, not misleading.

     

    7.3.2  SUUB
      shall promptly notify Holder upon the occurrence of any of the following events
      in respect of the Registration Statement or the prospectus forming a part
      thereof: (a) the issuance by the SEC or any other federal or state governmental
      authority of any stop order suspending the effectiveness of the Registration
      Statement or the initiation of any proceedings for that purpose; or (b) the
      receipt of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Shares for sale in any
      jurisdiction or the initiation or threatening of any proceeding for such
      purpose.

     

    
      
         

      

      
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    7.3.3  SUUB
      shall furnish to Holder with respect to the Included Shares registered under
      the
      Registration Statement (and to each underwriter, if any, of such Shares) such
      number of copies of prospectuses and such other documents as Holder may
      reasonably request, in order to facilitate the public sale or other disposition
      of all or any of the Included Shares by Holder pursuant to the Registration
      Statement.

     

    7.3.4  SUUB
      shall bear and pay all expenses incurred by it and Holder (other than
      underwriting discounts, brokerage fees and commissions and fees and expenses
      of
      more than one law firm) in connection with the registration of the Shares
      pursuant to the Registration Statement. 

     

    7.3.5  As
      a condition to including Registrable Shares in a Registration Statement, Holder
      must provide to SUUB such information regarding itself, the Registrable Shares
      held by it and the intended method of distribution of such Shares as shall
      be
      required to effect the registration of the Registrable Shares and, if the
      offering is being underwritten, Holder must provide such powers of attorney,
      indemnities and other documents as may be reasonably requested by the managing
      underwriter.

     

    7.3.6  Following
      the effectiveness of the Registration Statement, upon receipt from SUUB of
      a
      notice that the Registration Statement contains an untrue statement of material
      fact or omits to state any material fact required to be stated therein or
      necessary to make the statements therein not misleading in light of the
      circumstances under which they were made, Holder will immediately discontinue
      disposition of Included Shares pursuant to the Registration Statement until
      SUUB
      notifies Holder that it may resume sales of Included Shares and, if necessary,
      provides to Holder copies of the supplemental or amended prospectus.


     

    7.4  Blackout
      Event. SUUB shall not be obligated to file a post-effective
      amendment or supplement to the Registration Statement or the prospectus
      constituting a part thereof during the continuance of a Blackout Event;
      provided, however, that no Blackout Event may be deemed to exist for more than
      60 days. Without the express written consent of Holder, if required to permit
      the continued sale of Shares by Holder, a post-effective amendment or supplement
      to Registration Statement or the prospectus constituting a part thereof must
      be
      filed no later than the 61st
      day following commencement of a Blackout Event.

     

    7.5  Rule
      144. With a view to making available to Holder the benefits of Rule
      144, SUUB agrees, until such time as Holder can sell all remaining Registrable
      Shares under the provisions Rule 144(k), to:

     

    7.5.1.1  comply
      with the provisions of paragraph (c)(1) of Rule 144; and

     

    7.5.1.2  file
      with the SEC in a timely manner all reports and other documents required to
      be
      filed by SUUB pursuant to Section 13 or 15(d) under the Exchange Act; and,
      if at
      any time it is not required to file such reports but in the past had been
      required to or did file such reports, it will, upon the request of a Purchaser,
      make available other information as required by, and so long as necessary to
      permit sales of its Shares pursuant to, Rule 144.

     

    
      
         

      

      
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    7.6  SUUB
      Indemnification. SUUB agrees to indemnify and hold harmless Holder,
      and its officers, directors and agents, and
      each person, if any, who controls Holder within the meaning of Section 15 of
      the
      Securities Act or Section 20 of the Exchange Act from and against any and all
      losses, claims, damages and liabilities caused by (a) any violation or alleged
      violation by SUUB of the Securities Act, Exchange Act, any state securities
      laws
      or any rule or regulation promulgated under the Securities Act, Exchange Act
      or
      any state securities laws, (b) any untrue statement or alleged untrue statement
      of a material fact contained in any registration statement or prospectus
      relating to the Included Shares (as amended or supplemented if SUUB shall have
      furnished any amendments or supplements thereto) or any preliminary prospectus,
      or (c) caused by any omission or alleged omission to state therein a material
      fact required to be stated therein or necessary to make the statements therein
      not misleading in light of the circumstances under which they were made, except
      insofar as such losses, claims, damages or liabilities are caused by any such
      untrue statement or omission or alleged untrue statement or omission based
      upon
      information furnished in writing to SUUB by Holder or on Holder’s behalf
      expressly for use therein.

     

    7.7  Holder
      Indemnification. Holder agrees to indemnify and hold harmless
      SUUB, its officers, directors and agents and each person, if any, who controls
      SUUB within the meaning of either Section 15 of the Securities Act or Section
      20
      of the Exchange Act to the same extent as the foregoing indemnity from SUUB
      to
      Holder, but only with respect to information furnished in writing by Holder
      or
      on Holder’s behalf expressly for use in any registration statement or prospectus
      relating to the Registrable Shares, or any amendment or supplement thereto,
      or
      any preliminary prospectus. 

     

    7.8  Indemnification
      Procedures. In case any proceeding (including any
      governmental investigation) shall be instituted involving any person in respect
      of which indemnity may be sought pursuant to this Section 9, such person (an
      “Indemnified
      Party”)
      shall promptly notify the person against whom such indemnity may be sought
      (the
“Indemnifying
      Party”)
      in writing and the Indemnifying Party shall assume the defense thereof,
      including the employment of counsel reasonably satisfactory to such Indemnified
      Party, and shall assume the payment of all fees and expenses; provided that
      the
      failure of any Indemnified Party so to notify the Indemnifying Party shall
      not
      relieve the Indemnifying Party of its obligations hereunder except to the extent
      (and only to the extent that) that the Indemnifying Party is materially
      prejudiced by such failure to notify. In any such proceeding, any Indemnified
      Party shall have the right to retain its own counsel, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party unless (a)
      the
      Indemnifying Party and the Indemnified Party shall have mutually agreed to
      the
      retention of such counsel or (b) in the reasonable judgment of such Indemnified
      Party representation of both parties by the same counsel would be inappropriate
      due to actual or potential differing interests between them. It is understood
      that the Indemnifying Party shall not, in connection with any proceeding or
      related proceedings in the same jurisdiction, be liable for the reasonable
      fees
      and expenses of more than one separate firm of attorneys (in addition to any
      local counsel) at any time for all such Indemnified Parties (including in the
      case of Holder, all of its officers, directors and controlling persons) and
      that
      all such fees and expenses shall be reimbursed as they are incurred. In the
      case
      of any such separate firm for the Indemnified Parties, the Indemnified Parties
      shall designate such firm in writing to the Indemnifying Party. The Indemnifying
      Party shall not be liable for any settlement of any proceeding effected without
      its written consent (which consent shall not be unreasonably withheld or
      delayed), but if settled with such consent, or if there be a final judgment
      for
      the plaintiff, the Indemnifying Party shall indemnify and hold harmless such
      Indemnified Parties from and against any loss or liability (to the extent stated
      above) by reason of such settlement or judgment. No Indemnifying Party shall,
      without the prior written consent of the Indemnified Party, effect any
      settlement of any pending or threatened proceeding in respect of which any
      Indemnified Party is or could have been a party and indemnity could have been
      sought hereunder by such Indemnified Party, unless such settlement includes
      an
      unconditional release of such Indemnified Party from all liability arising
      out
      of such proceeding.

     

    
      
         

      

      
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    7.9  Contribution.
      To the extent any indemnification by an Indemnifying Party is prohibited or
      limited by law, the Indemnifying Party agrees to make the maximum contribution
      with respect to any amounts for which, he, she or it would otherwise be liable
      under this Section 9 to the fullest extent permitted by law; provided, however,
      that (a) no contribution shall be made under circumstances where a party would
      not have been liable for indemnification under this Section 9 and (b) no seller
      of Registrable Securities guilty of fraudulent misrepresentation (within the
      meaning used in the Securities Act) shall be entitled to contribution from
      any
      party who was not guilty of such fraudulent misrepresentation.

     

    8.   Mergers,
      Consolidations, etc.

     

    10.1
      Except as may otherwise be provided, if the Company shall merge or consolidate
      with another corporation, the Holder shall thereafter have the right, upon
      exercise of the rights specified in this Warrant Agreement and payment of the
      Exercise Price, to receive solely the kind and amount of shares of stock
      (including, if applicable, Common Stock), other securities, property or cash
      or
      any combination thereof receivable by a holder of the number of shares of Common
      Stock for which this Warrant Agreement might have been exercised immediately
      prior to such merger or consolidation (assuming, if applicable, that the holder
      of such Common Stock failed to exercise its rights of election, if any, as
      to
      the kind or amount of shares of stock, other securities, property or cash or
      combination thereof receivable upon such merger or consolidation). 

    


    10.2
      In
      case of any reclassification or change of the shares of Common Stock issuable
      upon exercise of (other than elimination or par value, a change in par value,
      or
      from par value to no par value, or as the result of a subdivision or combination
      of shares (which is provided for elsewhere herein), but including any
      reclassification of the shares of Common stock into two (2) or more classes
      or
      series of shares) or in case of any merger or consolidation of another
      corporation into the Company in which the Company is the surviving corporation
      and in which there is a reclassification or change of the shares of Common
      Stock
      (other than a change in par value, or from par value to no par value, or as
      a
      result of a subdivision or combination (which is provided for elsewhere herein),
      but including any reclassification of the shares of Common Stock, the Holder
      shall thereafter have the right, upon exercise hereof and payment of the
      Exercise Price, to receive solely the kind and amount of shares of stock
      (including, if applicable, Common Stock), other securities, property or cash
      or
      any combination thereof receivable upon such reclassification, change, merger
      or
      consolidation by a holder of the number of shares of Common Stock for which
      the
      rights specified in this Warrant Agreement might have been exercised immediately
      prior to such reclassification, change, merger or consolidation (assuming,
      if
      applicable, that the holder of such Common Stock failed to exercise its rights
      of election, if any, as to the kind or amount of shares of stock, other
      securities, property or cash or combination thereof receivable upon such
      reclassification, change, merger or consolidation).

     

    9.  Acquisition.
      In
      the
      event the Company is acquired by another entity, the Holder at the closing
      of
      the acquisition will have the right to exchange these Warrants for Warrants
      to
      be issued by the acquirer for an amount of shares, at an exercise price and
      on
      such terms as would be necessary so that the Holder of such replacement Warrants
      would have the same exercise terms (including the exercise price) as exist
      for
      these Warrants and upon exercise of such replacement Warrants would receive
      the
      same number of shares that the Holder of the number of shares of Common Stock
      obtainable upon exercise of these Warrants immediately prior to such event
      would
      have received. A Warrant Exchange Agreement between Holder and the acquirer
      will
      be part of the closing documents at the time of the close of the
      acquisition.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    10.  Severability.
      If
      any term, provision, covenant or restriction of these Warrants is held by a
      court of competent jurisdiction to be invalid, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions of these Warrants
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated.

     

    11.  Notices.
      All
      notices, requests, consents and other communications required hereunder shall
      be
      in writing and shall be effective when delivered or, if delivered by registered
      or certified mail, postage prepaid, return receipt requested, shall be effective
      on the third day following deposit in United States mail: to the Holder, at
      _______________, _______________________, with a copy to __________________;
      and
      if addressed to SUUB, at Sub-Urban Brands, Inc., 8723
      Bellanca Building A, Los Angeles, CA 90045,
      or such other address as Holder or SUUB may designate in writing.

     

    12.  No
      Rights as Shareholder. The
      Holder shall have no rights as a shareholder of SUUB with respect to the shares
      issuable upon exercise of the Warrants until the receipt by SUUB of all of
      the
      Exercise Documents. 

     

    
      	 	 	 
	 	Sub-Urban
              Brands,
              Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Joseph
              Shortal, Chief Executive
              Officer


    

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    EXHIBIT
      “A”

    NOTICE
      OF EXERCISE

    (To
      be
      signed only upon exercise of the Warrants)

     

     

    To: Sub-Urban
      Brands, Inc.

     

    The
      undersigned hereby elects to purchase shares of Common Stock (the
“Warrant Shares”) of Sub-Urban Brands, Inc.
      (“SUUB”), pursuant to the terms of the enclosed warrant
      certificate (the “Certificate”). The undersigned tenders
      herewith payment of the exercise price pursuant to the terms of the Certificate.
      

     

    The
      undersigned hereby represents and warrants to, and agrees with, SUUB as follows:
      

     

    1.  Holder
      is acquiring the Warrant Shares for its own account, for investment purposes
      only.

     

    2.  Holder
      understands that an investment in the Warrant Shares involves a high degree
      of
      risk, and Holder has the financial ability to bear the economic risk of this
      investment in the Warrant Shares, including a complete loss of such investment.
      Holder has adequate means for providing for its current financial needs and
      has
      no need for liquidity with respect to this investment.

     

    3.  Holder
      has such knowledge and experience in financial and business matters that it
      is
      capable of evaluating the merits and risks of an investment in the Warrant
      Shares and in protecting its own interest in connection with this
      transaction.

     

    4.  Holder
      understands that the Warrant Shares have not been registered under the
      Securities Act or under any state securities laws. Holder is familiar with
      the
      provisions of the Securities Act and Rule 144 thereunder and understands that
      the restrictions on transfer on the Warrant Shares may result in Holder being
      required to hold the Warrant Shares for an indefinite period of
      time.

     

    5.  Holder
      agrees not to sell, transfer, assign, gift, create a security interest in,
      or
      otherwise dispose of, with or without consideration (collectively, “Transfer”)
      any of the Warrant Shares except pursuant to an effective registration statement
      under the Securities Act or an exemption from registration. As a further
      condition to any such Transfer, except in the event that such Transfer is made
      pursuant to an effective registration statement under the Securities Act, if
      in
      the reasonable opinion of counsel to SUUB any Transfer of the Warrant Shares
      by
      the contemplated transferee thereof would not be exempt from the registration
      and prospectus delivery requirements of the Securities Act, SUUB may require
      the
      contemplated transferee to furnish SUUB with an investment letter setting forth
      such information and agreements as may be reasonably requested by SUUB to ensure
      compliance by such transferee with the Securities Act.

     

     

    Each
      certificate evidencing the Warrant Shares will bear the following
      legend:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS AND
      MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS
      AN
      EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    6.  Immediately
      following this exercise of Warrants, if as of the date of exercise SUUB has
      a
      class of securities registered under Section 12 of the Securities Exchange
      Act
      of 1934, as amended, the undersigned will not beneficially own five percent
      (5%)
      or more of the then outstanding Common Stock of SUUB (based on the number of
      shares outstanding set forth in the most recent periodic report filed by SUUB
      with the Securities and Exchange Commission and any additional shares which
      have
      been issued since that date of which Holder is aware have been
      issued).

     

     

    Number
      of Warrants Exercised: ______________

     

    Net
      Exercise ____ Yes ___ No 

     

    Dated:
      ____________________  

     

    


    ___________________________


     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

    Exhibit
      B - Exercise Price Adjustments


    


    


    1.
      Exercise Price Adjustments of Warrants for Certain Dilutive Issuances, Splits
      and Combinations. The Exercise Price of these Warrants shall be subject to
      adjustment from time to time as follows:

    


    (i)
      (A)
      If the Corporation shall issue, after the date upon which any of these Warrants
      were first issued (the "Purchase Date"), any "Additional Stock" (as hereinafter
      defined) without consideration or for a consideration per share less than the
      Exercise Price for such series in effect immediately prior to the issuance
      of
      such Additional Stock, the Exercise Price for such series in effect immediately
      prior to each such issuance shall forthwith (except as otherwise provided in
      this clause (i) be adjusted to a price determined by multiplying such Exercise
      Price by a fraction, the numerator of which shall be the number of shares of
      Common Stock outstanding immediately prior to such issuance (including shares
      of
      Common Stock deemed to be issued pursuant to subsection 1 (i)(E)(1) or (2),
      but
      not including shares excluded from the definition of Additional Stock by
      subsection 1 (ii)(B)) plus the number of shares of Common Stock that the
      aggregate consideration received by the Corporation for such issuance would
      purchase at such Exercise Price; and the denominator of which shall be the
      number of shares of Common Stock outstanding immediately prior to such issuance
      (including shares of Common Stock deemed to be issued pursuant to subsection
      1(i)(E)(1) or (2), but not including shares excluded from the definition of
      Additional Stock by subsection 1(ii) (B)) plus the number of shares of such
      Additional Stock. However, the foregoing calculation shall not take into account
      shares deemed issued pursuant to subsection 1 (i) (E) on account of options,
      rights or convertible or exchangeable securities (or the actual or deemed
      consideration therefore), except to the extent (i) such options, rights or
      convertible or exchangeable securities have been exercised, converted or
      exchanged or (ii) the consideration to be paid upon such exercise, conversion
      or
      exchange per share of underlying Common Stock is less than or equal to the
      per
      share consideration for the Additional Stock that has given rise to the Exercise
      Price adjustment being calculated.

    


    (B)
      No
      adjustment of the Exercise Price for these Warrants shall be made in an amount
      less than one cent per share, provided that any adjustments that are not
      required to be made by reason of this sentence shall be carried forward and
      shall be either taken into account in any subsequent adjustment made prior
      to
      three (3) years from the date of the event giving rise to the adjustment being
      carried forward, or shall be made at the end of three (3) years from the date
      of
      the event giving rise to the adjustment being carried forward. Except to the
      limited extent provided for in subsections 1 (i)(E)(3) and (4), no adjustment
      of
      such Exercise Price pursuant to this subsection 1(i) shall have the effect
      of
      increasing the Exercise Price above the Exercise Price in effect immediately
      prior to such adjustment.

    


    (C)
      In
      the case of the issuance of Common Stock for cash, the consideration shall
      be
      deemed to be the amount of cash paid therefore before deducting any reasonable
      discounts, commissions or other expenses allowed, paid or incurred by the
      Corporation for any underwriting or otherwise in· connection with the issuance
      and sale thereof.

    


    (D)
      In
      the case of the issuance of the Common Stock for a consideration in whole or
      in
      part other than cash, the consideration other than cash shall be deemed to
      be
      the fair value thereof as determined by the Board of Directors irrespective
      of
      any accounting treatment.

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

     

    (E)
      In
      the case of the issuance (whether before, on or after the applicable Purchase
      Date) of options to purchase or rights to subscribe for Common Stock, securities
      by their terms convertible into or exchangeable for Common Stock or options
      to
      purchase or rights to subscribe for such convertible or exchangeable securities,
      the following provisions shall apply for all purposes of this subsection 1(i)
      and subsection 1(ii):

    


    (1)
      The
      aggregate maximum number of shares of Common Stock deliverable upon exercise
      (to
      the extent then exercisable) of such options to purchase or rights to subscribe
      for Common Stock shall be deemed to have been issued at the time such options
      or
      rights were issued and for a consideration equal to the consideration
      (determined in the manner provided in subsections 1(i)(C) and (D)), if any,
      received by the Corporation upon the issuance of such options or rights plus
      the
      minimum exercise price provided in such options or rights (without taking into
      account potential antidilution adjustments) for the Common Stock covered
      thereby.

    


    (2)
      The
      aggregate maximum number of shares of Common Stock deliverable upon conversion
      of, or in exchange (to the extent then convertible or exercisable) for, any
      such
      convertible or exchangeable securities or upon the exercise of options to
      purchase or rights to subscribe for such convertible or exchangeable securities
      and subsequent conversion or exchange thereof shall be deemed to have been
      issued at the time such securities were issued or such options or rights were
      issued and for a consideration equal to the consideration, if any, received
      by
      the Corporation for any such securities and related options or rights (excluding
      any cash received on account of accrued interest or accrued dividends), plus
      the
      minimum additional consideration, if any, to be received by the Corporation
      (without taking into account potential antidilution adjustments) upon the
      conversion or exchange of such securities or the exercise of any related options
      or rights (the consideration in each case to be determined in the manner
      provided in subsections 1(i) (C) and (D)).

    


    (3)
      In
      the event of any change in the number of shares of Common Stock deliverable
      or
      in the consideration payable to the Corporation upon exercise of such options
      or
      rights or upon conversion of or in exchange for such convertible or exchangeable
      securities, including, but not limited to, a change resulting from the
      antidilution provisions thereof, the Exercise Price of these Warrants, to the
      extent in any way affected by or computed using such options, rights or
      securities, shall be recomputed to reflect such change, but no further
      adjustment shall be made for the actual issuance of Common Stock or any payment
      of such consideration upon the exercise of any such options or rights or the
      conversion or exchange of such securities.

    


    (4)
      Upon
      the expiration of any such options or rights, the termination of any such rights
      to convert or exchange or the expiration of any options or rights related to
      such convertible or exchangeable securities, the Exercise Price of these
      Warrants, to the extent in any way affected by or computed using such options,
      rights or securities or options or rights related to such securities, shall
      be
      recomputed to reflect the issuance of only the number of shares of Common Stock
      (and convertible or exchangeable securities that remain in effect) actually
      issued upon the exercise of such options or rights, upon the conversion or
      exchange of such securities or upon the exercise of the options or rights
      related to such securities.

    


    (5)
      The
      number of shares of Common Stock deemed issued and the consideration deemed
      paid
      therefore pursuant to subsections 1 (i) (E) (1) and (2) shall be appropriately
      adjusted to reflect any change, termination or expiration of the type described
      in either subsection 1 (i) (E) (3) or (4).

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

     

    (ii)
      Additional Stock shall mean any shares of Common Stock issued (or deemed to
      have
      been issued pursuant to subsection 1 (i) (E)) by the Corporation after the
      Purchase Date other than:

     

    (A)
      Common Stock issued pursuant to a transaction described in subsection 1 (iii)
      hereof;

    


    (B)
      (i)
      Up to 4,000,000 shares of Common Stock issuable or issued to employees,
      consultants and/or directors (as adjusted for any stock splits, stock dividends,
      recapitalizations or the like), plus (ii) up to 15% of the total outstanding
      shares of Common Stock and shares of Common Stock issuable upon conversion
      of,
      or in exchange for, any convertible or exchangeable securities and/or upon
      exercise of outstanding options to purchase shares of Common Stock, on a fully
      diluted basis, to persons with whom Company has or will have a strategic
      business relationship of the Corporation, directly or pursuant to a stock option
      plan or restricted stock plan approved by the Board of Directors of the
      Corporation.

    


    (iii)
      In
      the event the Corporation should at any time or from time to time after the
      Purchase Date fix a record date for the effectuation of a split or subdivision
      of the outstanding shares of Common Stock or the determination of holders of
      Common Stock entitled to receive a dividend or other distribution payable in
      additional shares of Common Stock or other securities or rights convertible
      into, or entitling the holder thereof to receive directly or indirectly,
      additional shares of Common Stock (hereinafter referred to as “Common Stock
      Equivalents") without payment of any consideration by such holder for the
      additional shares of Common Stock or the Common Stock Equivalents (including
      the
      additional shares of Common Stock issuable upon conversion or exercise thereof),
      then, as of such record date (or the date of such dividend distribution, split
      or subdivision if no record date is fixed), the Exercise Price of these Warrants
      shall be appropriately decreased so that the number of shares of Common Stock
      issuable on conversion of each share of such series shall be increased in
      proportion to such increase of the aggregate of shares of Common Stock
      outstanding and those issuable with respect to such Common Stock
      Equivalents.

    


    (iv)
      If
      the number of shares of Common Stock outstanding at any time after the Purchase
      Date is decreased by a combination of the outstanding shares of Common Stock,
      then, following the record date of such combination, the Exercise Price for
      these Warrants shall be appropriately increased so that the number of shares
      of
      Common Stock issuable on conversion of each share of such series shall be
      decreased in proportion to such decrease in outstanding shares.

    


    
      
         

      

      
        -15-