NEITHER THIS WARRANT NOR THE COMMON STOCK WHICH MAY BE ACQUIRED UPON THE EXERCISE HEREOF (“WARRANT SHARES”), AS OF THE DATE OF ISSUANCE HEREOF, HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE
WITH ANY APPLICABLE STATE SECURITIES LAW, OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 

	
No. W-[number]		 		
For the Purchase of [   ]	
	 		 		
shares of Common Stock	




WARRANT FOR THE PURCHASE OF 

SHARES OF COMMON STOCK 

OF JESUP & LAMONT, INC. 

(A Florida corporation) 


          Jesup & Lamont, Inc., a Florida corporation (the “Company”), hereby certifies that for value received:


[investor name and address] 


or registered assigns (“Registered Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at any time or from time to time during the period commencing on [date six months after
warrant issue date], and ending at 5:00 p.m. on [date five years after warrant issue date], (the “Expiration Date”), [number of shares] fully paid and non assessable shares of Common Stock (subject to adjustment as provided herein),
$0.01 par value, of the Company (“Common Stock”), at a per share purchase price of $[120% of closing price of the Common Stock on the NYSE Alternext US on the date of the Agreement]. The number of shares of Common Stock purchasable
upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price”,
respectively. 


          1.       Exercise of Warrants.  The Registered Holder of any Warrant Certificate may exercise the Warrants, in whole
or in part, starting on [date six months after warrant issue date], at any time or from time to time at or prior to the close of business, on the Expiration Date, at which time the Warrant Certificates shall be and become wholly void and of no
value. Warrants may be exercised by their holders as follows: 


          (a)      This Warrant may be exercised by Registered Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form
attached hereto as Exhibit I duly executed by Registered Holder) at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of an amount equal to













the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. 


          (b)      Payment may be made either in lawful money of the United States or by surrender of an outstanding note made by the Company and payable to
the Registered Holder with a balance of principal plus accrued and unpaid interest to the date of surrender equal to the payment required. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business
on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l (a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as
provided in subsection l (c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. 


          (c)      If
at any time after one year from the date of issuance of this Warrant there is
no effective Registration Statement registering, or no  current prospectus available
for, the resale of the Warrant Shares by the Registered Holder at a time when
a Registration Statement is effective pursuant to Section 6(g) of the Subscription
Agreement dated October [ ], 2008 by and among the Company  and the subscribers
thereto (subject to any grace periods specified therein), then this Warrant may
also be exercised at such time by means of a “cashless exercise” in
which the Registered Holder shall be entitled to receive a certificate  for the
number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)]
by (A), where: 


  	          	(A) = the Closing Price (as defined
          below) on the Trading Day immediately 
	 	         preceding
          the date of such election; 
	 	 
	 	(B) = the Exercise Price of this
          Warrant, as adjusted; and 
	 	 
	 	(X) = the number of Warrant Shares
          issuable upon exercise of this Warrant in 
	 	         accordance
          with the terms of this Warrant by means of a cash exercise 
	 	         rather
          than a cashless exercise. 


  

   “Closing
        Price” means on any particular date
        (a) the last reported closing bid price per share of Common Stock on
        such date on the Trading Market (as defined below) (as reported by Bloomberg
        L.P. at 4:15 p.m. (New York City time)), or (b) if there is no such price
        on such date, then the closing bid price on the Trading Market on the
        date nearest preceding such date (as reported by Bloomberg L.P. at 4:15
        p.m. (New York City time)), or (c) if the Common Stock is not then listed
        or quoted on the Trading Market and if prices for the Common Stock are
        then reported in the “pink sheets” published by Pink Sheets
        LLC (or a similar organization or agency succeeding to its functions
        of reporting prices), the most recent bid price per share of the Common
        Stock so reported, or (d) if the shares of Common Stock are not then
        publicly traded the fair market value of a share of Common Stock as determined
        by an appraiser that is, in the reasonable judgment of the Board of Directors
        of the Company, qualified to perform the task for which such firm has
        been engaged hereunder, is disinterested and independent with respect
        to the Company and its affiliates and is reasonably acceptable to the
        Registered Holder.














  “Trading
        Market” means the following markets
        or exchanges on which the Common Stock is listed or quoted for trading
        on the date in question: the NYSE Alternext US, the Nasdaq Capital Market,
        the Nasdaq Global Market, the Nasdaq Global Select Market or the New
        York Stock Exchange. 



          (d)      As soon as practicable after the exercise of the purchase right represented by this Warrant, but in no case later than 5 business days
after the Notice of Exercise is delivered to the Company, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other
individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of full shares of Warrant Shares to which Registered Holder shall be entitled
upon such exercise plus, in lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof. 


          (e)      As soon as practicable after the exercise of the purchase right represented by this Warrant, but in no case later than 5 business days
after the Notice of Exercise is delivered to the Company, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other
individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: 


                     (i)        a
certificate or certificates for the number of full shares of Warrant Shares to
which Registered Holder shall be entitled upon such exercise plus, in lieu of
any fractional share to which  Registered Holder would otherwise be entitled,
cash in an amount determined pursuant to Section 3 hereof; and 


                     (ii)        in
case such exercise is in part only, a new warrant or warrants (dated the date
hereof) of like tenor, stating on the face or faces thereof the number of shares
currently stated on the face of  this Warrant (subject to adjustment as provided
herein) minus the number of such shares purchased by Registered Holder upon such
exercise as provided in subsection l(a) above. 


          (f)       In case the registered holder of any Warrant certificate shall exercise fewer than all of the Warrants evidenced by such certificate, the
Company shall promptly countersign and deliver to the registered holder of such certificate, or to his duly authorized assigns, a new certificate evidencing the number of Warrants that were not so exercised. 


          (g)      Each person in whose name any certificate for securities is issued upon the exercise of Warrants shall for all purposes be deemed to have
become the holder of record of the securities represented thereby as of, and such certificate shall be dated, the date upon which the Warrant certificate was duly surrendered in proper form and payment of the Purchase Price (and of any applicable
taxes or other governmental charges) was made; provided, however, that if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of
such shares as of, and the certificate for such shares shall be dated, the next succeeding business day on which the













stock transfer books of the Company are open (whether before, on or after the Expiration Date) and the Company shall be under no duty to deliver the certificate for such shares until such date. The Company covenants and agrees
that it shall not cause its stock transfer books to be closed for a period of more than 10 consecutive business days except upon consolidation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise
provided by law. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares upon exercise of the Warrants. 


          2.       Adjustments. 


          (a)      Split, Subdivision or Combination of Shares.  If the outstanding shares of the Company’s Common Stock
at any time while this Warrant remains outstanding and unexpired shall be subdivided or split into a greater number of shares, or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to
such subdivision or at the record date of such dividend, simultaneously with the effectiveness of such subdivision or split or immediately after the record date of such dividend (as the case may be), shall be proportionately decreased. If the
outstanding shares of Common Stock shall be combined or reverse-split into a smaller number of shares, the Purchase Price in effect immediately prior to such combination or reverse split, simultaneously with the effectiveness of such combination or
reverse split, shall be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of shares of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by
dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in
effect immediately after such adjustment. 


          (b)      Reclassification, Reorganization, Consolidation or Merger.  In the case of any reclassification of the
Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any reorganization, consolidation or merger of the Company with or into another corporation (other than a merger or
reorganization with respect to which the Company is the continuing corporation and which does not result in any reclassification of the Common Stock), or a transfer of all or substantially all of the assets of the Company, or the payment of a
liquidating distribution (each a “Fundamental Event”) then, as part of any such reorganization, reclassification, consolidation, merger, sale or liquidating distribution, lawful provision shall be made so that Registered Holder shall have
the right thereafter to receive upon the exercise hereof, the kind and amount of shares of stock or other securities or property which Registered Holder would have been entitled to receive if, immediately prior to any such reorganization,
reclassification, consolidation, merger, sale or liquidating distribution, as the case may be, Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case,
appropriate adjustment (as reasonably determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of Registered Holder such that the
provisions set forth in this Section 2 (including provisions with respect to the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter
deliverable upon the exercise of this Warrant. The Company shall give the Registered Holder notice of any Fundamental Event at least 30 days prior to the closing or consummation of any Fundamental Event.













          (c)      Price Adjustment. No adjustment in the Purchase Price shall be required unless such adjustment would
require an increase or decrease in the Purchase Price of at least $0.01, provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. 


          (d)      Price Reduction. Notwithstanding any other provision set forth in this Warrant, at any time and from time
to time during the period that this Warrant is exercisable, the Company in its sole discretion may reduce the Purchase Price or extend the period during which this Warrant is exercisable. 


          (e)      No Impairment.  The Company will not, by amendment of its Articles 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 to be observed or performed hereunder by the
Company but will at all times in good faith assist in the carrying out of all the provisions of this Section 2 and in the taking of all such actions as may be necessary or appropriate in order to protect against impairment of the rights of
Registered Holder to adjustments in the Purchase Price. 


          (f)       Notice of Adjustment. Immediately, upon any adjustment of the Purchase Price, number of shares the
Warrants are exercisable for, or extension of the Warrant exercise period, the Company shall forthwith give written notice thereto to Registered Holder describing the event requiring the adjustment, stating the adjusted Purchase Price and the
adjusted number of shares purchasable upon the exercise hereof resulting from such event, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. 


          3.       Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any
fractional shares, but shall make an adjustment thereof in cash on the basis of the last sale price of the Warrant Shares on the over-the-counter market as reported by the NYSE Alternext US or on a national securities exchange on the trading day
immediately prior to the date of exercise, whichever is applicable, or if neither is applicable, then on the basis of the then fair market value of the Warrant Shares as shall be reasonably determined by the Board of Directors of the Company.



          (a)      Limitation on Sales. The Warrant and the Warrant Shares may only be disposed of in compliance with state
and federal securities laws. In connection with any transfer of the Warrant or the Warrant Shares other than pursuant to an effective registration statement, the Company may require the Registered Holder to provide to the Company an opinion of
counsel selected by the Registered Holder, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the 1933
Act.


          4.       The Warrant Shares issued upon exercise thereof shall be imprinted with a legend in substantially the following form: 













          “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” 


          5.       Notices of Record Date. In case:


          (a)      the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise
of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or



          (b)      of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the
Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or 


          (c)      of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; 


then, and in each such case, the Company will mail or cause to be mailed to Registered Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or
right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such
other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior
to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action. 


          6.       Reservation of Stock. The Company will at all times reserve and keep available, solely for issuance and
delivery upon the exercise of this Warrant, such shares of Common Stock and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Warrant. The Company shall apply for listing, and obtain such listing,
for the Warrant Shares on the NYSE Alternext US, at the earliest time that such listing may be obtained in accordance with the rules and regulations of the NYSE Alternext US. All shares that may be issued upon exercise of this Warrant shall, at the
time of issuance, be duly authorized, fully paid and non-assessable. 













          7.       Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of
mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.  This Warrant is exchangeable for new Warrants (containing the same terms as this Warrant) each representing the right
to purchase such number of shares as shall be designated by the Registered Holder at the time of surrender (but not exceeding in the aggregate the remaining number of shares of Common Stock which may be purchased hereunder. 


          8.       Transfers, etc. 


          (a)      The Company will maintain a register containing the names and addresses of Registered Holders. A Registered Holder may change his, her or
its address as shown on the warrant register by written notice to the Company requesting such change. 


          (b)      Until any transfer of this Warrant is made in the warrant register, the Company may treat Registered Holder as the absolute owner hereof
for all purposes, provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to
the contrary. 


          9.       No Rights as Stockholder. Until the exercise of this Warrant, Registered Holder shall not have or exercise
any rights by virtue hereof as a stockholder of the Company. 


          10.     Successors.
The rights and obligations of the parties to this Warrant will inure to the benefit
of and be  binding upon the parties hereto and their respective heirs, successors,
assigns, pledgees, transferees and purchasers. Without limiting the foregoing,
the registration rights set forth in this Warrant shall inure to the benefit
of Registered Holder  and Registered Holder’s successors, heirs, pledgees,
assignees, transferees and purchasers of this Warrant and the Warrant Shares. 


          11.     Change
or Waiver. Any term of this Warrant may be changed
or waived only by an instrument in writing  signed by the party against which
enforcement of the change or waiver is sought. 


          12.     Headings.
The headings in this Warrant are for purposes of reference only and shall not
limit or otherwise  affect the meaning of any provision of this Warrant. 


          13.     Governing
Law. This Warrant shall be governed by and construed
in accordance with the laws of the State of  New York as such laws are applied
to contracts made and to be fully performed entirely within that state between
residents of that state. 


          14.     Jurisdiction
and Venue. The Company and Registered Holder (i)
agree that any legal suit, action or  proceeding arising out of or relating to
this Warrant shall be instituted exclusively in New York State Supreme Court,
County of New York or in the United States District Court for the Southern District
of New York, (ii) waives any objection to the  venue of any such suit, action
or proceeding and the right to assert that such forum is not a convenient 













forum for such suit, action or proceeding, and (iii) irrevocably consent to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in
any such suit, action or proceeding, and the Company and Registered Holder further agree to accept and acknowledge service or any and all process which may be served in any such suit, action or proceeding in New York State Supreme Court, County of
New York or in the United States District Court for the Southern District of New York and agrees that service of process upon it mailed by certified mail to its address shall be deemed in every respect effective service of process upon it in any
suit, action or proceeding. 


          15.     Mailing
of Notices, etc. All notices and other communications
under this Warrant (except payment) shall be  in writing and shall be sufficiently
given if delivered to the addressees in person, by Federal Express or similar
receipt delivery, by facsimile delivery or, if mailed, postage prepaid, by certified
mail, return receipt requested, as follows:


	
to Registered Holder:		                  	
[insert contact details for holder]	
	 

	
	
to the Company:		 		
Jesup & Lamont, Inc.	
	 		 		
2170 West State Road 434	
	 		 		
Suite 100	
	 		 		
Longwood, Florida 32779	
	 		 		
Attention: Chief Financial Officer	
	 		 		
Fax: (407) 551-4886	
	 

	
	 

	
	
with a copy to:		 		
Morse, Zelnick, Rose & Lander LLP	
	 		 		
405 Park Avenue	
	 		 		
New York, New York 10022	
	 		 		
Attention: Stephen Zelnick, Esq.	
	 		 		
Fax: (212) 838-9190	




or to such other address as any of them, by notice to the other may designate from time to time. Time shall be counted to, or from, as the case may be, the delivery in person or by mailing. 

	
Dated: [insert date]		                              	 	 	
	 		 		
      JESUP & LAMONT, INC.	
	 	
	 		 		By:	                                                  

	 		 		 	             [NAME]	
	 		 		 	            [TITLE]	


 

















EXHIBIT I 


NOTICE OF EXERCISE 

	
TO:		   	
Jesup & Lamont, Inc.	
	 	 	2170 West State Road 434 

	 		 		
Suite 100	
	 	 	Longwood, Florida 32779 

	 		 		
Attention: Chief Financial Officer	





          1.
      The undersigned hereby elects to purchase________ shares of the Common Stock of
Jesup & Lamont, Inc., pursuant to terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in
full, together with all applicable transfer taxes, if any. 


          2.      Please issue a certificate or certificates representing said shares of the Common Stock in the name of the undersigned or in such other name as is specified below. If the attached Warrant is exercisable for a greater number of
shares than the number set forth in paragraph 1, then please issue another Warrant in the name of the undersigned or in such other name as is specified below exercisable for the remaining number of shares. 


          3.      The undersigned represents that it will sell the shares of Common Stock pursuant to an effective Registration Statement under the Securities Act of 1933, as amended, or an exemption from registration there under. 


                (Name)

	
           (Address)	
	
           (Taxpayer
 Identification Number)	
	
[print name of Registered Holder]	
	
By:	
	
Title:	
	
Date: