Unassociated Document


    
      FORM
OF $1.00 WARRANT

      (Common
Stock Offering)

       

      THIS
WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO
THESE SECURITIES OR (2) THERE IS AN OPINION OF COUNSEL, SATISFACTORY TO THE
CORPORATION, THAT AN EXEMPTION THEREFROM IS AVAILABLE.

       

      NEW
GENERATION BIOFUELS HOLDINGS, INC.

      WARRANT

      TO
PURCHASE COMMON STOCK

       

      Issue
Date:   __________, 2009

      


      THIS WARRANT IS TO CERTIFY
THAT, (the “Purchaser”), is entitled to purchase from New Generation
Biofuels Holdings, Inc., a Florida corporation (the “Company”), ________ shares
of the Company’s common stock, par value $.001 per share (the “Common Stock”), at
the Exercise Price (as defined below).

      


      Section
1. Certain Definitions.

      


      As used
in this Warrant, unless the context otherwise requires:

      


      “Exercise Price” shall
mean $1.00 per share, as adjusted from time to time pursuant to Section 3
hereof.

       

      “Securities Act” shall
mean the Securities Act of 1933, as amended.

       

      “Warrant” shall mean
this Warrant and all additional or new warrants issued upon division or
combination of, or in substitution for, this Warrant. All such additional or new
warrants shall at all times be identical as to terms and conditions and date,
except as to the number of shares of Warrant Stock for which they may be
exercised.

       

      “Warrantholder” shall
mean the Purchaser, as the initial holder of this Warrant, and its nominees,
successors or assigns, including any subsequent holder of this Warrant to whom
it has been legally transferred.

       

      “Warrant Stock” shall
mean the shares of the Company’s Common Stock purchasable by the holder of this
Warrant upon the exercise of this Warrant.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
2. Exercise of Warrant.

       

      (a) At
any time after the six month anniversary of the Issue Date but prior to the
fifth anniversary of the Issue Date (the “Expiration Date”),
the Purchaser may at any time and from time to time exercise this Warrant, in
whole or in part.

       

      (b) (i)
The Warrantholder shall exercise this Warrant by means of delivering to the
Company at its office identified in Section 14 hereof (i)
a written notice of exercise, including the number of shares of Warrant Stock to
be delivered pursuant to such exercise, (ii) this Warrant and (iii) payment
equal to the Exercise Price in accordance with Section 2(b)(ii). In
the event that any exercise shall not be for all shares of Warrant Stock
purchasable hereunder, a new Warrant registered in the name of the
Warrantholder, of like tenor to this Warrant and for the remaining shares of
Warrant Stock purchasable hereunder, shall be delivered to the Warrantholder
within ten (10) days after any such exercise. Such notice of exercise shall be
in the Subscription Form set out at the end of this Warrant.

       

       
(ii) The Warrantholder shall pay the Exercise Price to the Company either by
cash, certified check to the order of the Company or wire transfer to an account
specified by the Company.  At any time after the six month anniversary
of the Issue Date, in addition to the method of payment set forth in the
immediately preceding sentence and in lieu of any cash payment required thereby,
this Warrant may also be exercised at such time by means of a “cashless
exercise” in which the Warrantholder shall be entitled to receive a certificate
for the number of shares of Warrant Stock computed using the following
formula:

       

      X = Y (A-B)

      A

      


      Where  
 (X) =  the number of shares of Warrant Stock to be issued to the
Warrantholder;

       

      (Y)
=  the number of shares of Warrant Stock 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;

       

      (A) =  the Market Price (as
defined below); and

       

      (B) =  the Exercise Price of this
Warrant, as adjusted from time to time.

       

      Solely
for the purposes of this paragraph, Market Price shall be calculated as of the
Trading Day (defined for this purpose as any day on which the equity securities
markets are generally open for trading) immediately preceding the date which the
subscription form attached hereto is deemed to have been sent to the Company
pursuant to Section
14 hereof (such preceding date, the “Valuation Date”). As
used herein, the phrase “Market Price” shall
mean (i) if the Warrant Stock is listed or admitted for trading on a national
securities exchange, an automated quotation system or the Over the Counter
Bulletin Board, the last reported sale price per share of the Warrant Stock on
the Valuation Date, or, in case no such reported sale takes place on such day or
is reported, then the average of the last reported per share bid and ask prices
for shares of the Warrant Stock on such date (or if such bid and ask prices are
not available on such date, the most recent preceding date), in either case as
officially reported by such securities exchange, quotation system or Bulletin
Board on which the Common Stock is listed or admitted to trading, (ii) if not so
listed or admitted for trading, the fair market value of a share of the Warrant
Stock as determined by the Company’s board of directors in good faith, or (iii)
if such exercise is in connection with a merger or consolidation of the Company
in which the Company is not the survivor or in which the Warrant Stock is
exchanged for cash or other securities or a sale of all or substantially all of
the assets of the Company (collectively, a “Sale”), the implied
price per share of the Warrant Stock resulting from such Sale.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      (c) Upon
exercise of this Warrant and delivery of the Subscription Form with proper
payment relating thereto, the Company shall cause to be executed and delivered
to the Warrantholder a certificate or certificates representing the aggregate
number of fully-paid and nonassessable shares of Warrant Stock issuable upon
such exercise.

       

      (d) All
shares of Warrant Stock issuable upon the exercise of this Warrant in accordance
with the terms hereof will not be registered with the SEC and will not be
transferable or resalable by any subscribers except as permitted pursuant to
registration or exemption under the Securities Act.  Rule 144 provides
that all non-affiliates who have held restricted securities of an SEC-reporting
company for at least six months and have not had an affiliate relationship with
the issuer during the preceding three months may sell their securities without
restriction or limitation, other than that the issuer must be in compliance with
the rule’s current public information requirements during the six months
following satisfaction of the six-month holding period
requirement.  It also provides that all non-affiliates who have held
restricted shares of an SEC-reporting company for more than one year, may freely
sell the securities without regard to any Rule 144 conditions.  The
Company will undertake all reasonable efforts to comply with Rule 144’s current
information requirement, including compliance with the filing and reporting
requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, (the “Exchange Act”).

       

      (e) The
stock certificate or certificates for Warrant Stock to be delivered in
accordance with this Section 2 shall be in
such denominations as may be specified in said notice of exercise and shall be
registered in the name of the Warrantholder or such other name or names as shall
be designated in said notice. Such certificate or certificates shall be deemed
to have been issued and the Warrantholder or any other person so designated to
be named therein shall be deemed to have become the holder of record of such
shares, including to the extent permitted by law the right to vote such shares
or to consent or to receive notice as shareholders, as of the time said notice
is delivered to the Company as aforesaid.

       

      (f) The
Company shall pay all expenses payable in connection with the preparation, issue
and delivery of stock certificates under this Section 2; provided, however, that the
Warrantholder shall be responsible for all transfer taxes resulting from the
fact that any certificate issued in respect of Warrant Stock is not in the name
of the Warrantholder.

       

      (g) All
shares of Warrant Stock issuable upon the exercise of this Warrant in accordance
with the terms hereof shall be validly issued, fully paid and nonassessable, and
free from all liens and other encumbrances thereon, other than liens or other
encumbrances created by the Warrantholder or restrictions upon transfer under
federal or state securities laws.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      (h) In no
event shall any fractional share of Warrant Stock of the Company be issued upon
any exercise of this Warrant. If, upon any exercise of this Warrant, the
Warrantholder would, except as provided in this paragraph, be entitled to
receive a fractional share of Warrant Stock, then the Company shall deliver in
cash to such holder an amount equal to such fractional interest.

       

      Section
3. Adjustment of Exercise Price and Warrant Stock.

       

      (a) If,
at any time prior to the Expiration Date, the number of outstanding shares of
Common Stock is (i) increased by a stock dividend payable in shares of Warrant
Stock or by a subdivision or split-up of shares of Common Stock, or (ii)
decreased by a combination of shares of Common Stock, then, following the record
date fixed for the determination of holders of Common Stock entitled to receive
the benefits of such stock dividend, subdivision, split-up, or combination, the
Exercise Price shall be adjusted to a new amount equal to the product of (A) the
Exercise Price in effect on such record date, and (B) the quotient obtained by
dividing (x) the number of shares of Warrant Stock into which this Warrant would
be exercisable on such record date (without giving effect to the event referred
to in the foregoing clause (i) or (ii)), by (y) the number of shares of Warrant
Stock which would be outstanding immediately after the event referred to in the
foregoing clause (i) or (ii), if this Warrant had been exercised immediately
prior to such record date.

       

      (b) Upon
each adjustment of the Exercise Price as provided in Section 3(a),
the Warrantholder shall thereafter be entitled to subscribe for and purchase, at
the Exercise Price resulting from such adjustment, the number of shares of
Warrant Stock equal to the product of (i) the number of shares of Warrant Stock
into which this Warrant would be exercisable prior to such adjustment and (ii)
the quotient obtained by dividing (A) the Exercise Price existing prior to such
adjustment by (B) the new Exercise Price resulting from such
adjustment.

       

      (c) If,
at any time prior to 15 months after the Closing Date, the Company issues any
Additional Warrants with an Additional Warrant Exercise Price or Options with an
Option Exercise Price less than the Exercise Price of this Warrant on the date
of and immediately prior to such issuance, then the Exercise Price of this
Warrant shall be reduced, concurrently with the issuance of such Additional
Warrants or Options, to the Additional Warrant Exercise Price at which such
Additional Warrants have been issued or the Option Exercise Price at which such
Options have been issued, as the case may be.

       

      The
following definitions shall apply to this section:

      


      “Additional Warrants”
shall mean warrants to subscribe for, purchase or otherwise acquire Common Stock
or Convertible Securities, which warrants are issued by the Company in a
Financing Transaction.

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

      


      “Additional Warrant Exercise
Price” shall mean, for any Additional Warrants, the price per share at
which Common Stock is issuable upon exercise of such Additional Warrants,
determined by dividing (i) the aggregate amount of consideration payable to
the Company upon the exercise of such Additional Warrants, plus the total
amount, if any, received or receivable by the Company as consideration for
granting such Additional Warrants, plus, in the case of Additional Warrants
which relate to Convertible Securities, the aggregate amount of additional
consideration, if any, payable upon the issue or sale of such Convertible
Securities and upon the conversion or exchange thereof into Common Stock, by
(ii) the total number of shares of Common Stock issuable upon the exercise
of such Additional Warrants or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such Additional Warrants
(and in the case where more than one security is issued for a specified
aggregate consideration, the consideration allocable to the Additional Warrants
shall be reasonably determined by the Board of Directors of the
Company).

      


      “Closing Date” shall
mean the date of the initial closing of the Company’s private placement of
common stock and warrants in March 2009.

      


      “Convertible
Securities” shall mean evidence of indebtedness, preferred stock or other
securities directly or indirectly convertible into or exchangeable for Common
Stock.

       

      “Employee Awards”
shall mean the grant of shares of Common Stock or Convertible Securities (either
restricted or unrestricted), options to subscribe for, purchase or otherwise
acquire Common Stock or Convertible Securities, or other equity or equity-like
rights granted or issued by the Company to employees, officers or directors of,
or consultants or advisors to, the Company or any subsidiary pursuant to a plan
or other arrangement adopted by the Board of Directors of the Company,
contemplating (in the case of grants with an exercise price) that such grants
generally would be made with exercise prices at least equal to fair market value
as determined by the Board of Directors of the Company or the compensation or
other committee thereof.

      


      “Financing
Transaction” shall mean a transaction commenced after the 2009 Common
Stock Issue Date which provides financing to the Company in the amount of
$1,000,000 or more in cash, excluding transactions in which (i) the only
investors have, or following such transaction will have, substantive business
relationships with the Company other than the ownership of securities of the
Company or its subsidiaries, and (ii) the consideration received by the Company
does not consist solely of cash.  For the avoidance of doubt,
transactions such as joint ventures, arrangements with the licensor of our
proprietary technology, arrangements with customers or suppliers, acquisitions
of property, loan transactions with commercial lenders, Shares Acquired from an
Affiliate/Partner and the like where raising financing is not the primary
purpose of the transaction (as evidenced by a reasonable determination of the
Board of Directors of the Company) shall not be considered Financing
Transactions.

      


      “Option Exercise
Price” shall mean, for any Options, the price per share for which Common
Stock is issuable upon exercise of such Options, determined by dividing
(i) the aggregate amount of consideration payable to the Company upon the
exercise of such Options, plus the total amount, if any, received or receivable
by the Company as consideration for the granting of such Options, plus, in the
case of Options which relate to Convertible Securities, the aggregate amount of
additional consideration, if any, payable upon the issue or sale of such
Convertible Securities and upon the conversion or exchange thereof into Common
Stock, by (ii) the total number of shares of Common Stock issuable upon the
exercise of such Options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such Options (and in the
case where more than one security is issued for a specified aggregate
consideration, the consideration allocable to the Options shall be reasonably
determined by the Board of Directors of the Company).

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      


      “Options” shall mean
shall mean options to subscribe for, purchase or otherwise acquire Common Stock
or Convertible Securities granted or issued by the Company in a Financing
Transaction, but excluding Employee Awards.

      


      “Shares Acquired from
Affiliate/Partner” means (i)  shares which were acquired from any
affiliate of the Corporation (which for this purpose shall include any holder of
10% or more of the Common Stock or other voting stock of the Corporation) or any
strategic partner of the Corporation, or (ii) an equivalent number of
shares of Common Stock issued or reserved for issuance where either all or part
of the proceeds of such shares are used to acquire shares from any affiliate or
any strategic partner of the Corporation or an equivalent number of treasury
shares acquired from any affiliate or any strategic partner of the Corporation
are retired substantially concurrently with or as an offset to such issuance or
reservation of Common Stock.

      


      Section
4. Division and Combination.

       

      This
Warrant may be divided or combined with other Warrants upon presentation at the
aforesaid office of the Company, together with a written notice specifying the
names and denominations in which new Warrants are to be issued, signed by the
Warrantholder or its agent or attorney. The Company shall pay all expenses in
connection with the preparation, issue and delivery of Warrants under this Section 4. The
Company agrees to maintain at its aforesaid office books for the registration of
the Warrants.

       

      Section
5. Reclassification, Etc.

       

      In case
of any reclassification or change of the outstanding Warrant Stock of the
Company (other than as a result of a subdivision, combination or stock
dividend), or in case of any consolidation of the Company with, or merger of the
Company into, another corporation or other business organization (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification or change of the outstanding
Common Stock of the Company) at any time prior to the Expiration Date, then, as
a condition of such reclassification, reorganization, change, consolidation or
merger, lawful provision shall be made, and duly executed documents evidencing
the same from the Company or its successor shall be delivered to the
Warrantholder, so that the Warrantholder shall have the right prior to the
Expiration Date to purchase, at a total price not to exceed that payable upon
the exercise of this Warrant, the kind and amount of shares of stock and other
securities and property receivable upon such reclassification, reorganization,
change, consolidation or merger by a holder of the number of shares of Warrant
Stock of the Company which might have been purchased by the Warrantholder
immediately prior to such reclassification, reorganization, change,
consolidation or merger, and in any such case appropriate provisions shall be
made with respect to the rights and interest of the Warrantholder to the end
that the provisions hereof (including provisions for the adjustment of the
Exercise Price and of the number of shares purchasable upon exercise of this
Warrant) shall thereafter be applicable in relation to any shares of stock and
other securities and property thereafter deliverable upon exercise
hereof.

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      Section
6. Reservation and Authorization of Capital Stock.

       

      The
Company shall, at all times on and after the date hereof, reserve and keep
available for issuance such number of its authorized but unissued shares of
Common Stock as will be sufficient to permit the exercise in full of all
outstanding Warrants.

       

      Section
7. Rights of Shareholders.

       

      Nothing
contained herein shall be construed to confer upon the holder of this Warrant,
as such, any of the rights of a shareholder of the Company or any right to vote
for the election of directors or upon any matter submitted to shareholders 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 and the certificates representing the Warrant Stock shall
have been issued, as provided herein.

       

      Section
8. Stock and Warrant Books.

       

      The
Company will not at any time, except upon dissolution, liquidation or winding
up, close its stock books or warrant books so as to result in preventing or
delaying the exercise of any Warrant.

       

      Section
9. Limitation of Liability.

       

      No
provisions hereof, in the absence of affirmative action by the Warrantholder to
purchase Warrant Stock hereunder, shall give rise to any liability of the
Warrantholder to pay the Exercise Price or as a shareholder of the Company
(whether such liability is asserted by the Company or creditors of the
Company).

       

      Section
10. Transfer

       

      This
Warrant may be transferred only upon the written consent of the Company, which
approval shall not be unreasonably withheld or delayed. Any Warrants issued upon
the transfer of this Warrant shall be numbered and shall be registered in a
Warrant Register as they are issued. The Company shall be entitled to treat the
registered holder of any Warrant on the Warrant Register as the owner in fact
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to, or interest in, such Warrant on the part of any other person,
and shall not be liable for any registration of transfer of Warrants that are
registered or to be registered in the name of a fiduciary or the nominee of a
fiduciary unless made with the actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting such registration or transfer, or
with the knowledge of such facts that its participation therein amounts to bad
faith. This Warrant shall be transferable only on the books of the Company upon
delivery thereof duly endorsed by the Holder or by his duly authorized attorney
or representative, or accompanied by proper evidence of succession, assignment,
or authority to transfer. In all cases of transfer by an attorney, executor,
administrator, guardian, or other legal representative, duly authenticated
evidence of his or its authority shall be produced. Upon any registration of
transfer, the Company shall deliver a new Warrant or Warrants to the person
entitled thereto. This Warrant may be exchanged, at the option of the Holder
thereof, for another Warrant, or other Warrants of different denominations, of
like tenor and representing in the aggregate a like amount, upon surrender to
the Company or its duly authorized agent. Notwithstanding the foregoing, the
Company shall have no obligation to cause Warrants to be transferred on its
books to any person if, in the opinion of counsel to the Company, such transfer
does not comply with the provisions of the Securities Act and the rules and
regulations thereunder.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      Section
11. Investment Representations; Restrictions on Warrant Stock.

       

      The
Warrantholder, by accepting this Warrant, covenants and agrees that, at the time
of exercise hereof, and at the time of any proposed transfer of Warrant Stock
acquired upon exercise hereof, unless a current registration statement under the
Securities Act shall be in effect with respect to the Warrant Stock to be issued
upon exercise of this Warrant, such Warrantholder will deliver to the Company a
written statement that the securities acquired by the Warrantholder upon
exercise hereof are for the account of the Warrantholder or are being held by
the Warrantholder as trustee, investment manager, investment advisor or as any
other fiduciary for the account of the beneficial owner or owners for investment
and are not acquired with a view to, or for sale in connection with, any
distribution thereof (or any portion thereof) and with no present intention (at
any such time) of offering and distributing such securities (or any portion
thereof). The Warrantholder agrees that certificates representing Warrant Stock
may bear a legend substantially as follows:

       

      THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN
EFFECT AS TO THESE SECURITIES OR (2) THERE IS AN OPINION OF COUNSEL,
SATISFACTORY TO THE CORPORATION, THAT AN EXEMPTION THEREFROM IS
AVAILABLE.

       

      Section
12. Loss, Destruction of Warrant Certificates.

       

      Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction
or mutilation of any warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity and/or security satisfactory to the
Company or, in the case of any such mutilation, upon surrender and cancellation
of such Warrant, the Company will make and deliver, in lieu of such lost,
stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and
representing the right to purchase the same aggregate number of shares of
Warrant Stock.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      Section
13. Amendments.

       

      The terms
of this Warrant may be amended, and the observance of any term herein may be
waived, but only with the written consent of the Company and the
Warrantholder.

       

      Section
14. Notices Generally.

       

      Any
notice, request, consent, other communication or delivery pursuant to the
provisions hereof shall be in writing and shall be sent by one of the following
means: (i) by registered or certified first class mail, postage prepaid, return
receipt requested; (ii) by facsimile transmission with confirmation of receipt;
(iii) by overnight courier service; or (iv) by personal delivery, and shall be
properly addressed to the Warrantholder at the last known address or facsimile
number appearing on the books of the Company, or, except as herein otherwise
expressly provided, to the Company at its principal executive office at New
Generation Biofuels Holdings, Inc., 1000 Primera Boulevard, Suite 3110, Lake
Mary, Florida 32746, (Fax: (321) 257-1794), Attention: Cary J. Claiborne, Chief
Financial Officer, or such other address or facsimile number as shall have been
furnished to the party giving or making such notice, demand or
delivery.

       

      Section
15. Successors and Assigns.

       

      This
Warrant shall bind and inure to the benefit of and be enforceable by the parties
hereto and their respective permitted successors and assigns.

       

      Section
16. Governing Law.

       

      In all
respects, including all matters of construction, validity and performance, this
Warrant and the obligations arising hereunder shall be governed by, and
construed and enforced in accordance with, the laws of the State of Florida
applicable to contracts made and performed in such State.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, the
Company has caused this Warrant to be signed in its name by its duly authorized
officer as of the date first written above.

       

      
        
          	 	NEW GENERATION BIOFUELS
      HOLDINGS, INC.	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 


        

      

                                                              

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

       

      SUBSCRIPTION
FORM

       

      (to be
executed only upon exercise of Warrant)

      


      
        	
                To: 

              	
                New
      Generation Biofuels Holdings, Inc.

              


      

      1000 Primera Boulevard, Suite
3110

      Lake Mary, Florida 32746

      Attn: Cary J. Claiborne, Chief
Financial Officer

      


      or such other address notified by the
Company to the Holder.

      


      (1) The undersigned hereby elects to
purchase _______ shares of Warrant Stock of the Company pursuant to the terms of
the attached Warrant, and tenders herewith payment of the exercise price in
full, together with all applicable transfer taxes, if any.

      


      (2) Payment shall take the form of
(check applicable box):

      


      [  ]   in lawful money
of the United States; or

      


      [  ]   the cancellation
of such number of shares of Warrant Stock as is necessary, in accordance with
the formula set forth in subsection 2(b), to exercise this Warrant with respect
to the shares of Warrant Stock set forth above pursuant to the cashless exercise
procedure set forth in subsection 2(b).

      


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

       

      
        
          

        

         

      

      The
shares of Warrant Stock shall be delivered to the following:

      

        

        

        

        

      

       

      (4) Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D
promulgated under the Securities Act of 1933, as amended.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    [SIGNATURE
OF HOLDER]

     

    
      	Name of Investing
      Entity:
	 	 
	Signature of Authorized
      Signatory of Investing Entity:
	 	 
	

              Name
      of Authorized Signatory:

            
	 	 
	

              Title
      of Authorized Signatory:

            
	 	 


    

     

    
      	Date:  	 


    

     

     

    
      
        
        

      

      
        -2-