**Exhibit 4.3****The securities represented by this Warrant have not been registered under the Securities Actof 1933, as amended (the “Act”), or under the provisions of any applicable state securities laws,but have been acquired by the registered holder hereof for purposes of investment and in relianceon statutory exemptions under the Act, and under any applicable state securities laws. Thesesecurities and the securities issued upon exercise hereof may not be sold, pledged, transferred orassigned, nor may this Warrant be exercised, except in a transaction which is exempt under theprovisions of the Act and any applicable state securities laws or pursuant to an effectiveregistration statement.**COMMON STOCK PURCHASE WARRANT     Date of Issuance: June 22, 2006   Certificate No. W-2     For value received, The Fashion House Holdings, Inc., a Colorado corporation (the“Company”), hereby grants to Westrec Capital Partners, LLC, a Delaware limited liabilitycompany (“Westrec”), or its permitted transferees and assigns, the right to purchase fromthe Company a total of 23,063 shares of the Company’s common stock (“Common Stock”), at aprice per share equal to $0.62 (the “Initial Exercise Price”). The exercise price andnumber of Warrant Shares (and the amount and kind of other securities) for which this Warrant isexercisable shall be subject to adjustment as provided in Section 2 hereof. This Warrant is beingissued in connection with the letter agreement between Westrec, the Company and The Fashion House,Inc. dated July 25, 2006 (the “Agreement”). Certain capitalized terms used herein aredefined in Section 4 hereof.     This Warrant is subject to the following provisions:     SECTION 1. Exercise of Warrant.     (a) Terms of Warrant; Exercise Period. Subject to the terms of this Agreement, theRegistered Holder shall have the right, commencing on the date hereof and expiring at 11:59 P.M.PST on the five-year anniversary hereof (the “Expiration Date”), to exercise this Warrant,from time to time and in whole or in part, and receive from the Company the number of WarrantShares which the Registered Holder may at the time be entitled to receive on exercise of thisWarrant and payment of the Exercise Price then in effect for the Warrant Shares. To the extent notexercised prior to the Expiration Date, this Warrant shall become void and all rights thereunderand all rights in respect thereof under this Agreement shall cease as of such time.     (b) Exercise Procedure.          (i) This Warrant shall be deemed to have been exercised on the date specified in a writtennotice from the Registered Holder to the Company (the “Exercise Time”) and within threebusiness days following the Exercise Time, the Registered Holder shall deliver the following to theCompany:               (A) a completed Exercise Agreement, as described in Section 1(c) below;               (B) this Warrant; and
 

 
               (C) either (I) a check payable to the Company in an amount equal to the product of theExercise Price (as such term is defined in Section 2) multiplied by the number of Warrant Sharesbeing purchased upon such exercise (the “Aggregate Exercise Price”), (II) the surrender tothe Company of shares of Common Stock of the Company having a Fair Market Value equal to theAggregate Exercise Price, or (III) the delivery of a notice to the Company that the RegisteredHolder is exercising the Warrant by authorizing the Company to reduce the number of Warrant Sharessubject to the Warrant by that number of shares having an aggregate Fair Market Value in excess ofthe total Exercise Price for such shares equal to the Aggregate Exercise Price (a “NetExercise”).          (ii) Certificates for Warrant Shares purchased upon exercise of this Warrant shall bedelivered by the Company to the Registered Holder within five business days after the date of theExercise Time. Unless this Warrant has expired or all of the purchase rights represented herebyhave been exercised, the Company shall prepare a new Warrant, substantially identical hereto,representing the rights formerly represented by this Warrant that have not expired or beenexercised and shall, within such five-day period, deliver such new Warrant to the Person designatedfor delivery in the Exercise Agreement.          (iii) The Warrant Shares issuable upon the exercise of this Warrant shall be deemed to havebeen issued to the Registered Holder at the Exercise Time, and the Registered Holder shall bedeemed for all purposes to have become the record holder of such Warrant Shares at the ExerciseTime.          (iv) The Company shall not close its books against the transfer of this Warrant or of anyWarrant Shares issued or issuable upon the exercise of this Warrant in any manner which interfereswith the timely exercise of this Warrant.          (v) The Company shall make any governmental filings or obtain any governmental approvalsnecessary in connection with the exercise of this Warrant by the Registered Holder.          (vi) The Company shall at all times reserve and keep available out of its authorized butunissued capital stock, solely for the purpose of issuance upon the exercise of this Warrant, themaximum number of Warrant Shares issuable upon the exercise of this Warrant. All Warrant Sharesthat are so issuable shall, when issued and upon the payment of the Exercise Price therefor, beduly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges.The Company shall take all such actions as may be necessary to assure that all such Warrant Sharesmay be so issued without violation by the Company of any applicable law or governmental regulationor any requirements of any domestic securities exchange upon which securities of the Company may belisted (except for official notice of issuance which shall be immediately delivered by the Companyupon each such issuance).     (c) Exercise Agreement. Upon any exercise of this Warrant, the Registered Holdershall deliver an Exercise Agreement in the form set forth in Exhibit I hereto, except thatif the Warrant Shares are not to be issued in the name of the Person in whose name this Warrant isregistered, the Exercise Agreement shall also state the name of the Person to whom the certificatesfor the Warrant Shares are to be issued, and if the number of Warrant Shares to be issued does notinclude all the
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Warrant Shares purchasable hereunder, it shall also state the name of the Person to whom a newWarrant for the unexercised portion of the rights hereunder is to be issued.     SECTION 2. Adjustment of Exercise Price and Number of Shares. In order to preventdilution of the rights granted under this Warrant, the Initial Exercise Price shall be subject toadjustment from time to time as provided in this Section 2 (such price or such price as lastadjusted pursuant to the terms hereof, as the case may be, is herein called the “ExercisePrice”), and the number of Warrant Shares obtainable upon exercise of this Warrant shall besubject to adjustment from time to time as provided in this Section 2.     (a) Reorganization, Reclassification, Consolidation, Merger or Sale. In case of anyreclassification, capital reorganization, consolidation, merger, sale of all or substantially allof the Company’s assets to another Person or any other change in the Common Stock of the Company,other than as a result of a subdivision, combination, or stock dividend provided for in Section2(b) below (any of which, a “Change Event”), then, as a condition of such Change Event,lawful provision shall be made, and duly executed documents evidencing the same from the Company orits successor shall be delivered to the Registered Holder, so that the Registered Holder shall havethe right at any time prior to the Expiration Date to purchase, at a total price equal to thatpayable upon the exercise of this Warrant (subject to adjustment of the Exercise Price as providedin Section 2), the kind and amount of shares of stock and other securities and property receivablein connection with such Change Event by a holder of the same number of shares of Common Stock aswere purchasable by the Registered Holder immediately prior to such Change Event. In any such caseappropriate provisions shall be made with respect to the rights and interest of the RegisteredHolder so that the provisions hereof shall thereafter be applicable with respect to any shares ofstock or other securities and property deliverable upon exercise hereof, and appropriateadjustments shall be made to the purchase price per share payable hereunder, provided the aggregatepurchase price shall remain the same.     (b) Subdivisions, Combinations and Other Issuances. If the Company shall at any timeprior to the Expiration Date (i) subdivide its Common Stock, by split up or otherwise, or combineits Common Stock, or (ii) issue additional shares of its Common Stock or other equity securities asa dividend with respect to any shares of its Common Stock, the number of shares of Common Stockissuable on the exercise of this Warrant shall forthwith be proportionately increased in the caseof a subdivision or stock, or proportionately decreased in the case of a combination. Appropriateadjustments shall also be made to the purchase price payable per share, but the aggregate purchaseprice payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted)shall remain the same. Any adjustment under this Section 2(b) shall become effective at the closeof business on the date the subdivision or combination becomes effective, or as of the record dateof such dividend, or in the event that no record date is fixed, upon the making of such dividend.     (c) Issuance of New Warrant. Upon the occurrence of any of the events listed in thisSection 2 that results in an adjustment of the type, number or exercise price of the securitiesunderlying this Warrant, the Registered Holder shall have the right to receive a new warrantreflecting such adjustment upon the Registered Holder tendering this Warrant in exchange. The newwarrant shall otherwise have terms identical to this Warrant.     (d) Notices.
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          (i) The Company shall give written notice to the Registered Holder of this Warrant at least 10days prior to the date on which the Company closes its books or takes a record for determiningrights to vote with respect to any event described in this Section 2 or any dissolution orliquidation.          (ii) The Company shall also give written notice to the Registered Holder of this Warrant atleast 10 days prior to the date on which any event described in this Section 2 or any dissolutionor liquidation shall take place.     SECTION 3. Registration Rights.     (a) Demand Registration.          (i) As soon as practicable, but in no event later than the Filing Deadline, the Company shallfile with the SEC a Registration Statement on Form SB-2 covering the resale of all the RegistrableSecurities. If Form SB-2 is unavailable for such a Registration, the Company shall register theresale of the Registrable Securities on another appropriate form reasonably acceptable to theHolders of at least a majority of the Registrable Securities and undertake to register theRegistrable Securities on Form SB-2 as soon as such form is available, provided that the Companyshall maintain the effectiveness of the Registration Statement then in effect until such time as aRegistration Statement on Form SB-2 covering the Registrable Securities has been declared effectiveby the SEC. The Company shall use its reasonable best efforts to have such Registration Statementdeclared effective by the SEC as soon as practicable, but in no event later than the EffectivenessDeadline.          (ii) The Company shall prepare and file with the SEC such amendments and supplements to theRegistration Statement filed under this Section 3(a)(i) as may be reasonably necessary to keep suchRegistration Statement effective until all Registrable Securities have been sold pursuant to suchRegistration Statement or pursuant to Rule 144. The Company shall comply with the provisions ofthe Act with respect to the disposition of all Registrable Securities covered by such RegistrationStatement during such period in accordance with the intended methods of disposition by the Holdersas set forth in such Registration Statement.          (iii) In the event the Registration Statement required to be filed with the SEC pursuant toSection 3(a)(i) is not filed with the SEC by the Filing Deadline, the Company shall issue to theRegistered Holder an additional warrant for each 30-day period (or a portion thereof) during whichtime such Registration Statement has not been filed with the SEC, which additional warrants shallbe issued on the first day of each 30-day period commencing on the Filing Deadline. In addition,if the Registration Statement required to be filed with the SEC pursuant to Section 3(a)(i) is notdeclared effective by the SEC by the Effectiveness Deadline, the Company shall issue to theRegistered Holder an additional warrant for each 30-day period (or a portion thereof) during whichtime such Registration Statement has not been declared effective by the SEC, which additionalwarrants shall be issued on the first day of each 30-day period commencing on the EffectivenessDeadline. Each such additional warrant (each, an “Additional Warrant”) shall be identicalto this Warrant, except that: (A) it shall be exercisable for a number of shares equal to 10% ofthe number of shares into which this Warrant may be exercised; (B) the exercise price shall be 125%of the
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Exercise Price; and (C) it shall be dated the date the Company is obligated to issue theWarrant under this Section 3(a)(iii).     (b) Piggyback Registration.          (i) If, at any time commencing on the date hereof and expiring on the Expiration Date, theCompany proposes to file a Registration Statement (other than under a Registration Statementpursuant to Form S-8 or Form S-4) to register its securities, and all of the Registrable Securitiesare not then covered by an effective Registration Statement, the Company shall: (A) give writtennotice by registered mail, at least 20 days prior to the filing of such Registration Statement tothe Holders of its intention to do so; and (B) include all Registrable Securities in suchRegistration Statement with respect to which the Company has received written requests forinclusion therein within 15 days of actual receipt of the Company’s notice.          (ii) The Company shall have the right at any time after it shall have given written noticepursuant to this Section 3(b) (irrespective of whether a written request for inclusion of anyRegistration Securities shall have been made) to elect not to file any such Registration Statement,or to withdraw the same after the filing but prior to the effective date thereof.          (iii) If the Registration Statement pursuant to this Section 3(b) relates to a firmlyunderwritten public offering and the managing underwriter(s) advise the Company in writing that intheir opinion the number of securities proposed to be included in the Registration Statement(including the Registrable Securities) exceeds the number of securities which can be sold thereinwithout adversely affecting the marketability of the public offering, the Company will include insuch Registration Statement the number of securities requested to be included which in the opinionof such underwriter(s) can be sold without adversely affecting the marketability of the offering,pro rata among the respective holders of all securities proposed to be included in the RegistrationStatement.     (c) Covenants of the Company with Respect to Registration. In connection with eachRegistration under this Section 3, the Company covenants and agrees as follows:          (i) The Company shall use its best efforts to have any Registration Statement declaredeffective at the earliest practicable time. The Company will promptly notify each Holder ofincluded Registrable Securities and confirm such advice in writing, (A) when such RegistrationStatement becomes effective, (B) when any post-effective amendment to such Registration Statementbecomes effective and (C) of any request by the SEC for any amendment or supplement to suchRegistration Statement or any prospectus relating thereto or for additional information.          (ii) The Company shall furnish to each Holder of included Registrable Securities such numberof copies of such Registration Statement and of each such amendment and supplement thereto (in eachcase including each preliminary prospectus and summary prospectus) in conformity with therequirements of the Act, and such other documents as such Holders may reasonably request in orderto facilitate their disposition of the Registrable Securities.          (iii) If the Company shall fail to comply with the provisions of Sections 3(a), 3(b) and/or3(c) of this Warrant, the Company shall, in addition to any other equitable or other relief
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available to the Holders, be liable for any or all special and consequential damages sustainedby the Holders requesting registration of their Registrable Securities.          (iv) If at any time the SEC should institute or threaten to institute any proceedings for thepurpose of issuing a stop order suspending the effectiveness of any Registration Statement, theCompany will promptly notify each Registered Holder of Registrable Securities and will use allreasonable efforts to prevent the issuance of any such stop order or to obtain the withdrawalthereof as soon as possible.          (v) The Company will use its good faith reasonable efforts and take all reasonably necessaryaction which may be required in qualifying or registering the Registrable Securities included in aRegistration Statement for offering and sale under the securities or blue sky laws of such statesas reasonably are required by the Holders, provided that the Company shall not be obligated toexecute or file any general consent to service of process or to qualify as a foreign corporation todo business under the laws of any such jurisdiction.          (vi) The Company shall use its good faith reasonable efforts to cause such RegistrableSecurities covered by a Registration Statement to be registered with or approved by such othergovernmental agencies or authorities of the United States or any State thereof as may be reasonablynecessary to enable the Holder(s) thereof to consummate the disposition of such RegistrableSecurities.          (vii) The Company shall furnish to each Holder that has included Registrable Securities in aRegistration Statement and to the managing underwriter, if any, a signed counterpart, addressed tosuch Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective dateof such Registration Statement (and, if such Registration Statement includes an underwritten publicoffering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a“Cold Comfort” letter dated the effective date of such Registration Statement (and, if suchregistration includes an underwritten public offering, a letter dated the date of the closing underthe underwriting agreement) signed by the independent public accountants who have issued a reporton the Company’s financial statements included in such Registration Statement, in each casecovering substantially the same matters with respect to such Registration Statement and, in thecase of such accountants’ letter, with respect to events subsequent to the date of such financialstatements, as are customarily covered in opinions of issuer’s counsel and in accountants’ lettersdelivered to underwriters in underwritten public offerings of securities.          (viii) The Company shall deliver promptly to each Holder that has included RegistrableSecurities in a Registration Statement and to the managing underwriter, if any, copies of allcorrespondence between the SEC and the Company, its counsel or auditors and all non-privilegedmemoranda relating to discussions with the SEC or its staff with respect to the RegistrationStatement and permit each such Holder and underwriter to do such investigation, upon reasonableadvance notice, with respect to information contained in or omitted from the Registration Statementas it deems reasonably necessary to comply with applicable securities laws or rules of the NASD.Such investigation shall include access to books, records and properties and opportunities todiscuss the business of the Company with its officers and independent auditors, all to suchreasonable extent and at such reasonable times and as often as any such Holder shall reasonablyrequest.
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          (ix) All expenses incident to the Company’s performance of or compliance with this Agreement,including without limitation all registration and filing fees, fees and expenses of compliance withsecurities or blue sky laws, printing expenses, messenger and delivery expenses, and fees anddisbursements of counsel for the Company and all independent certified public accountants,underwriters (excluding discounts and commissions) and other Persons retained by the Company willbe borne by the Company. In no event shall the Company be obligated to be pay any discounts orcommissions with respect to the Registrable Shares sold by any Holder. In connection with eachRegistration Statement, the Company will reimburse the Holders of included Registrable Securitiesfor the reasonable fees and disbursements of one counsel chosen by the Holders of a majority of theincluded Registrable Securities.(d) Indemnification and Contribution          (i) The Company shall indemnify each Holder of the Registrable Securities included in anyRegistration Statement, each of its officers, directors and agents (including brokers andunderwriters selling Registrable Securities on behalf of the Holder), and each Person, if any, whocontrols such Holder within the meaning of Section 15 of the Act or Section 20(a) of the ExchangeAct against all losses, claims, damages, expenses and/or liabilities (including all expensesreasonably incurred in investigating, preparing or defending against any claim whatsoever) to whichany of them may become subject under the Act, the Exchange Act, any state securities laws orotherwise, arising from such Registration Statement, including, without limitation, any and alllosses, claims, damages, expenses and liabilities caused by (I) any untrue statement or allegeduntrue statement of a material fact contained in the Registration Statement, or (II) any omissionor alleged omission to state in the Registration Statement a material fact required to be statedtherein or necessary to make the statements therein not misleading in light of the circumstancesunder which they were made, except insofar as such losses, claims, damages or liabilities arecaused by any such untrue statement or omission or alleged untrue statement or omission based uponinformation furnished in writing to Company by the Holder expressly for use therein.          (ii) If requested by the Company prior to the filing of any Registration Statement coveringthe Registrable Securities, each Holder of the Registrable Securities to be included in suchRegistration Statement shall severally, and not jointly, indemnify the Company, its officers anddirectors and each Person, if any, who controls the Company within the meaning of Section 15 of theAct or Section 20(a) of the Exchange Act, against all losses, claims, damages, expenses and/orliabilities (including all expenses reasonably incurred in investigating, preparing or defendingagainst any claim whatsoever) to which they may become subject under the Act, the Exchange Act orotherwise, arising from written information furnished by such Holder, or their successors orassigns, for specific inclusion in such Registration Statement, except that the maximum amountwhich may be recovered from each Holder pursuant to this Section 3(d)(ii) or otherwise shall belimited to the amount of net proceeds received by the Holder from the sale of the RegistrableSecurities under such Registration Statement.          (iii) In case any proceeding (including any governmental investigation) shall be institutedinvolving any Person in respect of which indemnity may be sought pursuant to this Section 3(d),such Person (an “Indemnified Party”) shall promptly notify the Person against whom suchindemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Partyshall assume the defense thereof, including the employment of counsel reasonably satisfactory tosuch
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Indemnified Party, and shall assume the payment of all fees and expenses; provided that thefailure of any Indemnified Party so to notify the Indemnifying Party shall not relieve theIndemnifying 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 suchproceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees andexpenses of such counsel shall be at the expense of such Indemnified Party unless (A) theIndemnifying Party and the Indemnified Party shall have mutually agreed to the retention of suchcounsel or (B) in the reasonable judgment of such Indemnified Party representation of both partiesby the same counsel would be inappropriate due to actual or potential differing interests betweenthem. It is understood that the Indemnifying Party shall not, in connection with any proceeding orrelated proceedings in the same jurisdiction, be liable for the reasonable fees and expenses ofmore than one separate firm of attorneys (in addition to any local counsel) at any time for allsuch Indemnified Parties (including in the case of Holder, all of its officers, directors andcontrolling 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 shalldesignate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not beliable for any settlement of any proceeding effected without its written consent (which consentshall not be unreasonably withheld or delayed), but if settled with such consent, or if there be afinal judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless suchIndemnified Parties from and against any loss or liability (to the extent stated above) by reasonof such settlement or judgment. No Indemnifying Party shall, without the prior written consent ofthe Indemnified Party, effect any settlement of any pending or threatened proceeding in respect ofwhich any Indemnified Party is or could have been a party and indemnity could have been soughthereunder by such Indemnified Party, unless such settlement includes an unconditional release ofsuch Indemnified Party from all liability arising out of such proceeding.          (iv) To the extent any indemnification by an Indemnifying Party is prohibited or limited bylaw, the Indemnifying Party agrees to make the maximum contribution with respect to any amounts forwhich, he, she or it would otherwise be liable under this Section 3(d) to the fullest extentpermitted by law; provided, however, that (A) no contribution shall be made under circumstanceswhere a party would not have been liable for indemnification under this Section 3(d) and (B) noseller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning used inthe Securities Act) shall be entitled to contribution from any party who was not guilty of suchfraudulent misrepresentation.     (e) Nothing contained in this Agreement shall be construed as requiring the Holders toexercise their Warrants prior to the filing of any Registration Statement or the effectivenessthereof.     (f) The Company shall not, directly or indirectly, enter into any merger, business combinationor consolidation in which (i) the Company shall not be the surviving corporation and (ii) theshareholders of the Company are to receive, in whole or in part, capital stock or other securitiesof the surviving corporation, unless the surviving corporation shall, prior to such merger,business combination or consolidation, agree in writing to assume the obligations of the Companyunder this Agreement, and for that purpose references hereunder to “Registrable Securities”shall be deemed to include the securities which the Holders would be entitled to receive inexchange for Registrable Securities under any such merger, business combination or consolidation,provided that to the extent such securities to be received are convertible into shares of CommonStock of the issuer
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thereof, then any such shares of Common Stock as are issued or issuable upon conversion ofsaid convertible securities shall also be included within the definition of “RegistrableSecurities.”     SECTION 4. Definitions. The following terms have the meanings set forth below:     “Act” means the Securities Act of 1933, as amended.     “Effectiveness Deadline” shall mean six months from the date of initial issuance ofthis Warrant.     “Exchange Act” means the Securities Exchange Act of 1934, as amended.     “Fair Market Value” shall be determined on a per Share basis as of the close of thebusiness day preceding the date of exercise, which determination shall be made as follows: (A) ifthe Common Stock is listed on a national securities exchange or admitted to unlisted tradingprivileges on such an exchange or quoted on The Nasdaq Stock Market, the Fair Market Value shall bethe last reported sale price of that security on such exchange or system on such day or, if no suchsale is made on such day, the average of the highest closing bid and lowest asked price for suchday on such exchange or system; (b) if the Common Stock is not so listed or quoted or admitted tounlisted trading privileges, the Fair Market Value shall be the average of the last reportedhighest bid and lowest asked prices quoted on the Nasdaq Electronic Bulletin Board, or, if not soquoted, then by the National Quotation Bureau, Inc. on such day; or (c) if the Common Stock is notso listed or quoted or admitted to unlisted trading privileges and bid and asked prices are notreported, the Fair Market Value shall be determined by the Company’s Board of Directors in itsreasonable, good faith judgment.     “Filing Deadline” shall mean three months from the date of initial issuance of thisWarrant.     “Holders” means the Registered Holder, and the registered holders of all otherWarrants (including Additional Warrants) originally issued pursuant the Agreement, and theregistered holders of the Registrable Securities.     “Person” means an individual, a limited liability company, a partnership, a jointventure, a corporation, a trust, an unincorporated organization and a government or any departmentor agency thereof.     “Registered Holder” means the registered holder of this Warrant.     “Registrable Securities” means the Warrant Shares and any securities issued withrespect to the Warrant Shares by virtue of a stock dividend, stock split, reclassification orreorganization, provided that the Warrant Shares and such other securities shall no longer byRegistrable Securities once they have been sold or transferred pursuant to an effectiveRegistration Statement under the Act or pursuant to Rule 144.     “Registration” shall mean a registration of Registrable Securities under the Actpursuant to Section 3 of this Agreement.
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     “Registration Statement” shall mean the Registration Statement, as amended from timeto time, filed with the SEC in connection with a Registration, and each prospectus that is used inconnection with such Registration Statement (including any preliminary prospectus).     “Rule 144” means Rule 144 of the SEC under the Act.     “SEC” means the United States Securities and Exchange Commission, or any successorregulatory agency.     “Warrant” means the right to purchase one or more Warrant Shares pursuant to the termsof this Warrant, as the same may be transferred, divided or exchanged pursuant to the terms hereof.     “Warrant Shares” means shares of the Common Stock issuable upon exercise of theWarrant; provided, however, that if there is a change such that the securities issuable uponexercise of the Warrant are issued by a Person other than the Company or there is a change in theclass of securities so issuable, then the term “Warrant Shares” shall mean shares of the securityissuable upon exercise of the Warrant if such security is issuable in shares, or shall mean theequivalent units in which such security is issuable if such security is not issuable in shares.     SECTION 5. No Voting Rights; Limitations of Liability. This Warrant shall not entitlethe holder hereof to any voting rights or other rights as a stockholder of the Company. Noprovision hereof, in the absence of affirmative action by the Registered Holder to purchase WarrantShares, and no enumeration herein of the rights or privileges of the Registered Holder shall giverise to any liability of such Registrable Holder for the Exercise Price or as a stockholder of theCompany.     SECTION 6. Warrant Transferable. Subject to compliance with applicable securitieslaws and the terms of this Section 6, this Warrant and all rights hereunder are transferable, inwhole or in part, without charge to the Registered Holder upon surrender of this Warrant with aproperly executed Assignment (in the form of Exhibit II hereto) at the principal office of theCompany.     SECTION 7. Warrant Exchangeable for Different Denominations. This Warrant isexchangeable, upon the surrender hereof by the Registered Holder at the principal office of theCompany, for new Warrants of like tenor representing in the aggregate the purchase rightshereunder, and each of such new Warrants shall represent such portion of such rights as isdesignated by the Registered Holder at the time of such surrender. The date the Company initiallyissues this Warrant shall be deemed to be the “Date of Issuance” hereof regardless of the number oftimes new certificates representing the unexpired and unexercised rights formerly represented bythis Warrant shall be issued. All Warrants representing portions of the rights hereunder arereferred to herein as the “Warrants.”     SECTION 8. Replacement. Upon receipt of evidence reasonably satisfactory to theCompany of the ownership and the loss, theft, destruction or mutilation of any certificateevidencing this Warrant, and in the case of any such loss, theft or destruction, upon receipt ofindemnity reasonably satisfactory to the Company, or, in the case of any such mutilation uponsurrender of such certificate, the Company shall (at the expense of the Registered Holder) executeand deliver in lieu of such certificate a new certificate of like kind representing the same rightsrepresented by such lost, stolen, destroyed or mutilated certificate and dated the date of suchlost, stolen, destroyed or mutilated certificate.
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     SECTION 9. Notices. All notices, requests, deliveries, consents and othercommunications provided for herein shall be in writing and shall be effective upon delivery inperson, faxed, or mailed by certified or registered mail, return receipt requested, postagepre-paid, addressed as follows:     If to the Company, to:The Fashion House Holdings, Inc.