Unassociated Document


    


    


    SECURITIES PURCHASE
AGREEMENT

    


    THIS
SECURITIES PURCHASE AGREEMENT (“Agreement”) is made by and between Axion
International Holdings, Inc., a Colorado corporation, having its principal
offices located at 180 South Street, Suite 104, New Providence, New Jersey 07974
(the “Company”), and ___________________________________________(the
“Purchaser”).

    


    Recitals

    


    A. 
The Purchaser has offered to subscribe and purchase, and the Company to
privately place with the Purchaser, certain securities of the Company as more
fully described in this Agreement;;

    


    B. 
The offer and sale of the securities of the Company to be sold to the Purchaser
is being consummated in reliance upon the exemption from securities registration
afforded by Section 4(2) under the Securities Act of 1933, as amended (“1933
Act”), and the provisions of Regulation D (“Regulation D”), as promulgated by
the U.S. Securities and Exchange Commission (the “SEC”) under the 1933 Act;
and

    


    C. 
By executing this Agreement, the Purchaser has agreed to purchase the securities
identified below, upon the terms and subject to the conditions stated in this
Agreement.

    


    NOW,
THEREFORE, In consideration of the mutual promises made herein and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

    


    1.
 Definitions. In
addition to those terms defined above and elsewhere in this Agreement, for the
purposes of this Agreement, the following terms shall have the meanings here set
forth:

    


    “Accredited Investor”
shall have the meaning assigned to such term in Rule 501(a) of Regulation
D.

    


    “Affiliate” means,
with respect to any Person, any other Person which directly or indirectly
controls, is controlled by, or is under common control with, such Person, where
“control” means
the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

    


    “Agreements” means
this Agreement and any other agreement entered into, now or in the future, by
the Company and the Purchaser.

    


    “Closing” means the
consummation of the purchase and sale of the Securities.

    


    “Exercise Price” means
the exercise price for the Warrants being purchased pursuant to the terms of
this Agreement, which shall be equal to the VWAP for the three (3) consecutive
trading days immediately preceding November 13, 2009, the date the Purchase
Price is anticipated to be received by the Company via wire transfer into its
designated bank account.

    


    “Material Adverse
Effect” means a material adverse effect on the (i) condition (financial
or otherwise), business, assets or results of operations of the Company; (ii)
ability of the Company to perform any of its material obligations under the
terms of the Agreements; or (iii) material rights and remedies of a Purchaser
under the terms of the Agreements.

    


    “Person” means an
individual, corporation, partnership, limited liability company, trust, business
trust, association, joint stock company, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization, governmental authority or any other
form of entity not specifically listed herein.

    


    "Purchase Price" means
the sum of Four Hundred Ten Thousand ($410,000.00) Dollars the Purchaser shall
pay for the Securities pursuant to the terms and provisions of this
Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Newbridge”
means Newbridge Securities Corp., 1451 West Cypress Creek Road,
Suite 204, Ft. Lauderdale, Florida 33309 to whom the Company shall pay
the fee described in Section 4.7.

    


    “1934 Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

    


    “Restricted Common
Shares” means the Two Hundred Thousand (200,000) shares of the restricted
common stock of the Company, representing part of the Securities being purchased
pursuant to the terms of this Agreement.

    


    "Securities" means the
Restricted Common Shares and the common stock purchase warrant (defined below as
the “Warrant”) to purchase up to Twenty Thousand (20,000) shares of the
Company’s restricted common shares at the Exercise Price, to be purchased by the
Purchaser and sold by the Company pursuant to the terms of this
Agreement.

    


    "Securities Act" means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated hereunder.

     

    “VWAP” means, for any
date, the price determined by the first of the following clauses that applies:
(a) if the Common Stock is then listed or quoted on a Trading Market, the daily
volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed
or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time));
(b)  if the OTC Bulletin Board is not a Trading Market, the volume
weighted average price of the Common Stock for such date (or the nearest
preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then
quoted for trading on the OTC Bulletin Board 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) in
all other cases, the fair market value of a share of Common Stock as determined
by an independent appraiser selected in good faith by the Holder and reasonably
acceptable to the Company.

    


    "Warrant(s)" means the
common stock purchase warrants, in the form of Exhibit A attached
hereto, (A) to be sold to the Purchaser pursuant to the terms of this Agreement
and (B) to be paid to Newbridge pursuant to Section 4.7, so that each of such
parties may purchase up to Twenty Thousand (20,000) shares of the Company’s
restricted common shares at the Exercise Price, which Warrants shall be
exercisable six months after issue and have a term of exercise equal to three
years from the “Initial Exercise Date”.

    


    "Warrant Shares" means
the shares of Common Stock issuable upon exercise of the Warrants.

     

    2. 
Purchase and Sale of
Securities. Subject to the terms and conditions of this Agreement and on
the basis of the representations and warranties made herein, the Purchaser
agrees to purchase, and the Company agrees to sell and issue to the Purchaser,
the Securities for the purchase price of Four Hundred Ten Thousand ($410,000.00)
Dollars (the “Purchase Price”), payable by wire transfer to the Company’s bank
account as identified on Exhibit B attached hereto, on or before 5:00 PM,
eastern time, November 16,
2009. Purchaser and the Company hereby acknowledge and agree that in the
event the Purchase Price is not received in accordance with the preceding
sentence, this Agreement shall automatically terminate and the parties shall
have no claims against the other arising out of or in connection with this
Agreement.

    


    3.
 Subscription
Procedure. A. In order to subscribe and pay for the Securities, the
Purchaser shall deliver to the Company, via e-mail or telecopy, a fully executed
copy of this Agreement, and the Purchase Price in accordance with Section 2
above.

    


    B.
Provided that the Purchaser delivered the Purchase Price and a fully executed
copy of this Agreement as required, the Company, on or before November 24, 2009, deliver or cause to
be delivered to the Purchaser or his designee: (i) the fully executed copy of
this Agreement; (ii) a Certificate representing the Two Hundred Thousand
(200,000) shares of its restricted common stock, issued in the Purchaser’s name,
and; (iii) the
Warrant registered in the name of the Purchaser to purchase up to Twenty
Thousand shares of the Company’s restricted common shares at the Exercise Price.
For each day following November 24, 2009 that the Securities
have not been received as aforesaid, the Company shall pay to the Purchaser a
penalty in the amount of five hundred (500) shares of its restricted common
stock.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. 
Representations and
Warranties of the Company. Except as disclosed in the Company’s SEC
Filings (as defined below), the Company hereby represents and warrants to the
Purchaser that:

    


    4.1. 
Organization, Good
Standing and Qualification. The Company is a corporation validly existing
and in good standing under the laws of Colorado and has all requisite corporate
power and authority to carry on its business as now conducted and own its
properties.  The Company is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction in which the conduct of
its business or its ownership or leasing of property makes such qualification or
licensing necessary unless the failure to so qualify would not result in a
Material Adverse Effect.

    


    4.2. 
Authorization. The
Company has full corporate power and authority and has taken all requisite
action on the part of the Company necessary for (i) the authorization, execution
and delivery of the Agreements, (ii) authorization of the performance of all
obligations of the Company hereunder and thereunder, and (iii) the
authorization, issuance (or reservation for issuance) and delivery of the
Securities. The Agreements constitute the legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability, relating to or affecting
creditors’ rights generally and general principles of equity that restrict the
availability of equitable or legal remedies.

    


    4.3. 
Valid
Issuance. As of the Closing, the Company has reserved a sufficient
number of shares of Common Stock for the issuance of the Restricted Common
Shares and the Warrant Shares which, when issued in accordance with the terms of
this Agreement and Warrants, will be validly issued, fully paid, non-assessable
and free and clear of all encumbrances and restrictions imposed by or through
the Company, except for restrictions on transfer imposed by applicable
securities laws.

    


    4.4. 
Consents. The
execution, delivery and performance by the Company of the Agreements and,
subject to the truth and accuracy of the representations made by the Purchaser
in this Agreement, the offer, issuance and sale of the Securities to the
Purchaser, require no consent of, action by or in respect of, or filing with,
any Person, agency, or official and filings that have been made pursuant to
applicable state securities laws and post-sale filings pursuant to applicable
state and federal securities laws.

    


    4.5. 
SEC Filings;
Business. The Company has filed all reports, schedules, forms, statements
and other documents required to be filed by it with the SEC pursuant to the
reporting requirements of the 1934 Act (all of the foregoing filed prior to or
on the date hereof and all registration statements and exhibits included therein
and financial statements and schedules thereto and documents incorporated by
reference therein being hereinafter referred to as the "SEC
Filings").  As of the date of filing of such SEC Filings, each
such SEC Filing, as it may have been subsequently amended by filings made by the
Company with the SEC prior to the date hereof, complied in all material respects
with the requirements of the 1934 Act and the rules and regulations of the SEC
promulgated thereunder applicable to such SEC Filing. None of the SEC Filings,
as of the date filed and as they may have been subsequently amended by filings
made by the Company with the SEC prior to the date hereof, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. As of
their respective dates, the financial statements of the Company included in the
SEC Filings complied as to form in all material respects with applicable
accounting requirements and published rules and regulations of the SEC with
respect thereto.  Such financial statements have been prepared in
accordance with generally accepted accounting principles, consistently applied,
during the periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto, or (ii) in the case of unaudited
interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.6. 
No Conflict, Breach,
Violation or Default; Compliance with Law. The execution, delivery and
performance of the Agreements by the Company and the issuance and sale of the
Securities will not conflict with or result in a breach or violation of any of
the terms and provisions of, constitute a default under, require any consent,
approval or filing under, result in or require the creation or imposition of any
lien or encumbrance upon or with respect to the Company’s property under (i) the
Company’s Articles of Incorporation (including any certificates of designation)
or the Company’s Bylaws, both as in effect on the date hereof,  (ii)
any statute, rule, regulation or order of any governmental agency or body or any
court, domestic or foreign, having jurisdiction over the Company or any of its
properties; or (iii) any contract, loan or instrument by which the company or
its property is bound.  The Company (i) is not to its knowledge in
violation of any statute, rule or regulation applicable to the Company or its
assets or its activities, (ii) is not in violation of any judgment, order or
decree applicable to the Company or its assets; and (iii) has not received
notice from any Person of any claim, investigation or inquiry, that, if
adversely determined, would render the preceding sentence untrue or incomplete
and the Company is aware of no facts or circumstances which could give rise to
such a claim, investigation or inquiry.

    


    4.7. 
Brokers and
Finders. The Purchaser acknowledges that Newbridge will receive (i) a
cash fee equal to two (2%) percent of the Purchase Price to be paid by the Company within no
more than three (3) business days following the Closing and (ii) a
Warrant substantially in the form attached hereto as Exhibit A. Subject to the
foregoing, neither the Purchaser nor the Company shall have any liability or
responsibility for the payment of any commission or finder’s fee to any third
party in connection with or resulting from this Agreement or the transactions
contemplated by this Agreement by reason of any agreement of or action taken by
the Company.

    


    5. 
Representations and
Warranties of the Purchaser. The Purchaser hereby represents and
warrants to the Company that:

    


    5.1. 
Organization, Good
Standing, Authorization. If Purchaser is an entity, it is a
corporation, limited liability company, trust or partnership or other similar
entity duly organized, validly existing and in good standing under the laws of
its jurisdiction.  Purchaser has full power and authority (corporate
or otherwise) to execute, deliver and enter into this Agreement.  The
execution, delivery and performance by the Purchaser of this Agreement have been
duly authorized and this Agreement constitutes the valid and legally binding
obligation of the Purchaser, enforceable against the Purchaser in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability, relating
to or affecting creditors’ rights generally and general principles of equity
that restrict the availability of equitable or legal remedies.

    


    5.2. 
Purchase Entirely for
Own Account. The Securities to be received by the Purchaser
hereunder will be acquired for the Purchaser’s own account, not as nominee or
agent, and not with a view to the resale or distribution of any part thereof and
the Purchaser has no present intention of selling, granting any participation
in, or otherwise distributing the same.  The Purchaser is not a
registered broker dealer or an entity engaged in the business of being a broker
dealer.

    


    5.3. 
Investment
Experience. The Purchaser acknowledges that he can bear the economic
risk and complete loss of his investment in the Securities and has such
knowledge and experience in financial or business matters and in private
placement transactions of companies similar to the Company so that he is capable
of evaluating the merits and risks of the purchase contemplated
hereby.

    


    5.4. 
Disclosure of
Information. The Purchaser has had an opportunity to receive
documents related to the Company and to ask questions of and receive answers
from the Company regarding the Company, its business and the terms and
conditions of the offering of the Securities and has received and read the SEC
Filings filed via EDGAR.  Neither such inquiries nor any other due
diligence investigation conducted by the Purchaser shall modify, amend or affect
the Purchaser’s right to rely on the Company’s representations and warranties
contained in this Agreement or made pursuant to this Agreement.

    


    5.5. 
Restricted
Securities. The Purchaser understands that the Securities are
characterized as “restricted securities” under the U.S. federal securities laws
inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable state laws
and regulations such securities may be resold without registration under the
1933 Act only in certain limited circumstances.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.6. 
Legends. It is
understood that the certificates evidencing the Securities shall bear a legend
substantially similar to the following:

    


    NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE OR
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY

     

    5.7 
Accredited
Investor. The Purchaser is an Accredited Investor.

    


    5.8 
No General
Solicitation. The Purchaser did not learn of the investment in the
Shares as a result of any public advertising or general
solicitation.

    


    6. 
Miscellaneous.

    


    6.1. 
Successors and
Assigns. This Agreement may not be assigned by the Company or the
Purchaser. The terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective parties.  Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided in this
Agreement.

    


    6.2. 
Counterparts.
This Agreement may be executed in two or more counterparts, by original or
facsimile signature, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

    


    6.3. 
Titles and
Subtitles. The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.

    


    6.4. 
Notices. Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given only upon delivery to
each party to be notified by (i) personal delivery, (ii) facsimile, with
electronic confirmation of transmittal, (iii) certified mail, return receipt
requested, or (iv) an internationally recognized overnight air courier,
addressed to the party to be notified at the address as follows, or at such
other address as such party may designate by ten days’ advance written notice to
the other party:

    


    If to the
Company:

    


    Axion
International Holdings, Inc.

    180 South
Street, Suite 104

    New
Providence, New Jersey  07974

    Facsimile:
(908) 542-0999

    E-Mail:
MGreen@AxionIntl.com

    Att:  Marc
Green, President

    


    With a
copy to:

    Joseph J.
Tomasek, Esq.

    77 North
Bridge Street

    Somerville,
New Jersey 08876

    Facsimile:
(908) 429-0040

    E-Mail:
JToma4368@aol.com

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If to the
Purchaser, to the address set forth on the signature page hereto.

    


    6.5.  Amendments and
Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Purchaser.

    


    6.6. 
Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of this Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.

    


    6.7.  Entire
Agreement. This Agreement, including the exhibits and schedules
hereto, and the other documents contemplated hereby constitute the entire
agreement among the parties hereof with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter hereof and
thereof.

    


    6.8. 
Further
Assurances. The parties shall execute and deliver all such further
instruments and documents and take all such other actions as may reasonably be
required to carry out the transactions contemplated hereby and to evidence the
fulfillment of the agreements herein contained.

    


    6.9. 
Applicable
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New Jersey without regard to
principles of conflicts of laws.

    


    6.10.  No Strict
Construction. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement and the
other Agreements.  In the event an ambiguity or question of intent or
interpretation arises, this Agreement and the other Agreements shall be
construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement or any of the other
Agreements.

    


    


    [Signature
Pages Follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the ___ day of November,
2009.

     

    
      	
              The
      Company:

            	
              AXION
      INTERNATIONAL HOLDINGS, INC.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:
      ______________

            
	 
      	
              Name:
      Marc Green

            
	 
      	
              Title:
      President

            
	 
      	 
      
	 
      	
              Purchaser:

            
	 
      	 
      
	 
      	
              ________________________________

               

            	 
      
	
              Social
      Security/Tax Identification Number:

            	 
      	 
      
	 
      	 
      	 
      
	
              Principal
      jurisdiction in which business is conducted:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
A Form of Warrants

    


    NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY
AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITIES.

    


    COMMON
STOCK PURCHASE WARRANT

    


    AXION
INTERNATIONAL HOLDINGS, INC.

    


    $2.91
EXERCISE PRICE

    


    Warrant
Shares: 20,000; Initial Exercise Date: May 24, 2010; Issue Date: November
24, 2009

    


    THIS
COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies
that, for value received, __________________________. (the "Holder"), is
entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the six month
anniversary of the date hereof (the "Initial Exercise
Date") and on or prior to the close of business on the three (3) year
anniversary date of the Initial Exercise Date (the "Termination Date")
but not thereafter, to subscribe for and purchase from Axion International
Holdings, Inc., a Colorado corporation (the "Company"), up to
Twenty Thousand (20,000) shares (the "Warrant Shares") of
common stock, no par value per share, of the Company (the "Common Stock"). The
purchase price of one share of Common Stock under this Warrant shall be equal to
the Exercise Price, as defined in Section 2(b).

    


    Section 1. Definitions.
Capitalized terms shall have the meanings set forth in this
Warrant.

    


    Section 2. Exercise.

     

    
      
        	
              	
                a.

              	
                Exercise of
      Warrant. Exercise of the purchase rights represented by this
      Warrant may be made, in whole or in part, at any time or times on or after
      the Initial Exercise Date on or before the Termination Date by delivery to
      the Company of a duly executed facsimile copy of the Notice of Exercise
      Form annexed hereto (or such other office or agency of the Company as it
      may designate by notice in writing to the registered Holder at the address
      of such Holder appearing on the books of the Company); and, within 3
      Trading Days of the date said Notice of Exercise is delivered to the
      Company, the Company shall have received payment of the aggregate Exercise
      Price of the shares thereby purchased by wire transfer or cashier's check
      drawn on a United States bank. Notwithstanding anything herein to the
      contrary, the Holder shall not be required to physically surrender this
      Warrant to the Company until the Holder has purchased all of the Warrant
      Shares available hereunder and the Warrant has been exercised in full, in
      which case, the Holder shall surrender this Warrant to the Company for
      cancellation within 3 Trading Days of the date the final Notice of
      Exercise is delivered to the Company. Partial exercises of this Warrant
      resulting in purchases of a portion of the total number of Warrant Shares
      available hereunder shall have the effect of lowering the outstanding
      number of Warrant Shares purchasable hereunder in an amount equal to the
      applicable number of Warrant Shares purchased. The Holder and the Company
      shall maintain records showing the number of Warrant Shares purchased and
      the date of such purchases, which records shall be reconciled by the
      Company and the Holder in writing after each such purchase. The Company
      shall deliver any objection to any Notice of Exercise Form within one
      Business Day of receipt of such notice. In the event of any dispute or
      discrepancy, the records of the Holder shall be controlling and
      determinative in the absence of manifest error. The Holder and any
      assignee, by acceptance of this Warrant, acknowledge and agree that, by
      reason of the provisions of this paragraph, following the purchase of a
      portion of the Warrant Shares hereunder, the number of Warrant Shares
      available for purchase hereunder at any given time may be less than the
      amount stated on the face
hereof.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exercise Price and Exercise
Conditions . The exercise price per share of
the Common Stock under this Warrant shall be $2.91, subject
to adjustment hereunder (the "Exercise
Price")

    


    Cashless Exercise. At
any time after one year from the date of issuance this Warrant may also be
exercised at such time by means of a "cashless exercise" in which the 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
VWAP 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.

    


    Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be
automatically exercised via cashless exercise pursuant to this Section
2(c).

    


    
      	
               
      

            	
              b.

            	
              Holder's
      Restrictions. The Company shall not effect any exercise of this
      Warrant, and a Holder shall not have the right to exercise any portion of
      this Warrant, pursuant to Section 2(c) or otherwise, to the extent that
      after giving effect to such issuance after exercise as set forth on the
      applicable Notice of Exercise, such Holder (together with such Holder's
      Affiliates, and any other person or entity acting as a group together with
      such Holder or any of such Holder's Affiliates), as set forth on the
      applicable Notice of Exercise, would beneficially own in excess of the
      Beneficial Ownership Limitation (as defined below).  For
      purposes of the foregoing sentence, the number of shares of Common Stock
      beneficially owned by such Holder and its Affiliates shall include the
      number of shares of Common Stock issuable upon exercise of this Warrant
      with respect to which such determination is being made, but shall exclude
      the number of shares of Common Stock which would be issuable upon (A)
      exercise of the remaining, nonexercised portion of this Warrant
      beneficially owned by such Holder or any of its Affiliates and (B)
      exercise or conversion of the unexercised or nonconverted portion of any
      other securities of the Company (including, without limitation, any other
      Debentures or Warrants) subject to a limitation on conversion or exercise
      analogous to the limitation contained herein beneficially owned by such
      Holder or any of its Affiliates.  Except as set forth in the
      preceding sentence, for purposes of this Section 2(d)(i), beneficial
      ownership shall be calculated in accordance with Section 13(d) of the
      Exchange Act, it being acknowledged by a Holder that the Company is not
      representing to such Holder that such calculation is in compliance with
      Section 13(d) of the Exchange Act and such Holder is solely responsible
      for any schedules required to be filed in accordance therewith. To the
      extent that the limitation contained in this Section 2(d) applies, the
      determination of whether this Warrant is exercisable (in relation to other
      securities owned by such Holder together with any Affiliates) and of which
      a portion of this Warrant is exercisable shall be in the sole discretion
      of a Holder, and the submission of a Notice of Exercise shall be deemed to
      be each Holder's determination of whether this Warrant is exercisable (in
      relation to other securities owned by such Holder together with any
      Affiliates) and of which portion of this Warrant is exercisable, in each
      case subject to such aggregate percentage limitation, and the Company
      shall have no obligation to verify or confirm the accuracy of such
      determination. In addition, a determination as to any group status as
      contemplated above shall be determined in accordance with Section 13(d) of
      the Exchange Act. For purposes of this Section 2(d), in determining the
      number of outstanding shares of Common Stock, a Holder may rely on the
      number of outstanding shares of Common Stock as reflected in (x) the
      Company's most recent Form 10-Q or Form 10-K, as the case may be, (y) a
      more recent public announcement by the Company or (z) any other notice by
      the Company or the Company's Transfer Agent setting forth the number of
      shares of Common Stock outstanding.  Upon the written or oral
      request of a Holder, the Company shall within two Trading Days confirm
      orally and in writing to such Holder the number of shares of Common Stock
      then outstanding.  In any case, the number of outstanding shares
      of Common Stock shall be determined after giving effect to the conversion
      or exercise of securities of the Company, including this Warrant, by such
      Holder or its Affiliates since the date as of which such number of
      outstanding shares of Common Stock was reported. The "Beneficial Ownership
      Limitation" shall be 4.99% of the number of shares of the Common
      Stock outstanding immediately after giving effect to the issuance of
      shares of Common Stock issuable upon exercise of this Warrant. The
      Beneficial Ownership Limitation provisions of this Section 2(d)(i) may be
      waived by such Holder, at the election of such Holder, upon not less than
      61 days' prior notice to the Company to change the Beneficial Ownership
      Limitation to 9.99% of the number of shares of the Common Stock
      outstanding immediately after giving effect to the issuance of shares of
      Common Stock upon exercise of this Warrant, and the provisions of this
      Section 2(d) shall continue to apply. Upon such a change by a Holder of
      the Beneficial Ownership Limitation from such 4.99% limitation to such
      9.99% limitation, the Beneficial Ownership Limitation may not be further
      waived by such Holder. The provisions of this paragraph shall be construed
      and implemented in a manner otherwise than in strict conformity with the
      terms of this Section 2(d)(i) to correct this paragraph (or any portion
      hereof) which may be defective or inconsistent with the intended
      Beneficial Ownership Limitation herein contained or to make changes or
      supplements necessary or desirable to properly give effect to such
      limitation. The limitations contained in this paragraph shall apply to a
      successor holder of this Warrant.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              c.

            	
              Mechanics of
      Exercise.

            


    

    


    
      
        	
              	
                i.

              	
                Authorization of
      Warrant Shares. The Company covenants that all Warrant Shares which
      may be issued upon the exercise of the purchase rights represented by this
      Warrant will, upon exercise of the purchase rights represented by this
      Warrant, be duly authorized, validly issued, fully paid and nonassessable
      and free from all taxes, liens and charges created by the Company in
      respect of the issue thereof (other than taxes in respect of any transfer
      occurring contemporaneously with such
issue).

              


      

    

    


    
      	
               
      

            	
              ii.

            	
              Delivery of
      Certificates Upon Exercise. Certificates for shares purchased
      hereunder shall be transmitted by the transfer agent of the Company to the
      Holder by crediting the account of the Holder's prime broker with the
      Depository Trust Company through its Deposit Withdrawal Agent Commission
      ("DWAC")
      system if the Company is a participant in such system, and otherwise by
      physical delivery to the address specified by the Holder in the Notice of
      Exercise within 3 Trading Days from the delivery to the Company of the
      Notice of Exercise Form, surrender of this Warrant (if required) and
      payment of the aggregate Exercise Price as set forth above ("Warrant Share Delivery
      Date"). This Warrant shall be deemed to have been exercised on the
      date the Exercise Price is received by the Company. The Warrant Shares
      shall be deemed to have been issued, and Holder or any other person so
      designated to be named therein shall be deemed to have become a holder of
      record of such shares for all purposes, as of the date the Warrant has
      been exercised by payment to the Company of the Exercise Price (or by
      cashless exercise, if permitted) and all taxes required to be paid by the
      Holder, if any, pursuant to Section 2(e)(vii) prior to the issuance of
      such shares, have been paid.

            


    

    


    
      	
               
      

            	
              iii.

            	
              Delivery of New
      Warrants Upon Exercise. If this Warrant shall have been exercised
      in part, the Company shall, at the request of a Holder and upon surrender
      of this Warrant certificate, at the time of delivery of the certificate or
      certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares
      called for by this Warrant, which new Warrant shall in all other respects
      be identical with this Warrant.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              iv.

            	
              Rescission
      Rights. If the Company fails to cause its transfer agent to
      transmit to the Holder a certificate or certificates representing the
      Warrant Shares pursuant to this Section 2(e)(iv) by the Warrant Share
      Delivery Date, then the Holder will have the right to rescind such
      exercise.

            


    

    


    
      	
               
      

            	
              v.

            	
              Compensation for
      Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In
      addition to any other rights available to the Holder, if the Company fails
      to cause its transfer agent to transmit to the Holder a certificate or
      certificates representing the Warrant Shares pursuant to an exercise on or
      before the Warrant Share Delivery Date, and if after such date the Holder
      is required by its broker to purchase (in an open market transaction or
      otherwise) or the Holder's brokerage firm otherwise purchases, shares of
      Common Stock to deliver in satisfaction of a sale by the Holder of the
      Warrant Shares which the Holder anticipated receiving upon such exercise
      (a "Buy-In"), then
      the Company shall (1) pay in cash to the Holder the amount by which (x)
      the Holder's total purchase price (including brokerage commissions, if
      any) for the shares of Common Stock so purchased exceeds (y) the amount
      obtained by multiplying (A) the number of Warrant Shares that the Company
      was required to deliver to the Holder in connection with the exercise at
      issue times (B) the price at which the sell order giving rise to such
      purchase obligation was executed, and (2) at the option of the Holder,
      either reinstate the portion of the Warrant and equivalent number of
      Warrant Shares for which such exercise was not honored or deliver to the
      Holder the number of shares of Common Stock that would have been issued
      had the Company timely complied with its exercise and delivery obligations
      hereunder. For example, if the Holder purchases Common Stock having a
      total purchase price of $11,000 to cover a Buy-In with respect to an
      attempted exercise of shares of Common Stock with an aggregate sale price
      giving rise to such purchase obligation of $10,000, under clause (1) of
      the immediately preceding sentence the Company shall be required to pay
      the Holder $1,000. The Holder shall provide the Company written notice
      indicating the amounts payable to the Holder in respect of the Buy-In and,
      upon request of the Company, evidence of the amount of such loss. Nothing
      herein shall limit a Holder's right to pursue any other remedies available
      to it hereunder, at law or in equity including, without limitation, a
      decree of specific performance and/or injunctive relief with respect to
      the Company's failure to timely deliver certificates representing shares
      of Common Stock upon exercise of the Warrant as required pursuant to the
      terms hereof.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              vi.

            	
              No Fractional Shares
      or Scrip. No fractional shares or scrip representing fractional
      shares shall be issued upon the exercise of this Warrant. As to any
      fraction of a share which Holder would otherwise be entitled to purchase
      upon such exercise, the Company shall at its election, either pay a cash
      adjustment in respect of such final fraction in an amount equal to such
      fraction multiplied by the Exercise Price or round up to the next whole
      share.

            


    

    


    
      	
               
      

            	
              vii.

            	
              Charges, Taxes and
      Expenses. Issuance of certificates for Warrant Shares shall be made
      without charge to the Holder for any issue or transfer tax or other
      incidental expense in respect of the issuance of such certificate, all of
      which taxes and expenses shall be paid by the Company, and such
      certificates shall be issued in the name of the Holder or in such name or
      names as may be directed by the Holder; provided, however, that
      in the event certificates for Warrant Shares are to be issued in a name
      other than the name of the Holder, this Warrant when surrendered for
      exercise shall be accompanied by the Assignment Form attached hereto duly
      executed by the Holder; and the Company may require, as a condition
      thereto, the payment of a sum sufficient to reimburse it for any transfer
      tax incidental thereto.

            


    

    


    
      	
               
      

            	
              viii.

            	
              Closing of
      Books. The Company will not close its stockholder books or records
      in any manner which prevents the timely exercise of this Warrant, pursuant
      to the terms hereof.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section 3. Certain Adjustments.

    


    
      	
               
      

            	
              a.

            	
              Stock Dividends and
      Splits. If the Company, at any time while this Warrant is
      outstanding: (A) pays a stock dividend or otherwise make a distribution or
      distributions on shares of its Common Stock or any other equity or equity
      equivalent securities payable in shares of Common Stock (which, for
      avoidance of doubt, shall not include any shares of Common Stock issued by
      the Company upon exercise of this Warrant), (B) subdivides outstanding
      shares of Common Stock into a larger number of shares, (C) combines
      (including by way of reverse stock split) outstanding shares of Common
      Stock into a smaller number of shares, or (D) issues by reclassification
      of shares of the Common Stock any shares of capital stock of the Company,
      then in each case the Exercise Price shall be multiplied by a fraction of
      which the numerator shall be the number of shares of Common Stock
      (excluding treasury shares, if any) outstanding immediately before such
      event and of which the denominator shall be the number of shares of Common
      Stock outstanding immediately after such event and the number of shares
      issuable upon exercise of this Warrant shall be proportionately adjusted.
      Any adjustment made pursuant to this Section 3(a) shall become effective
      immediately after the record date for the determination of stockholders
      entitled to receive such dividend or distribution and shall become
      effective immediately after the effective date in the case of a
      subdivision, combination or
re-classification.

            


    

    


    
      	
               
      

            	
              b.

            	
              [INTENTIONALLY
      DELETED]

            


    

    


    
      	
               
      

            	
              c.

            	
              [INTENTIONALLY
      DELETED]

            


    

    


    
      	
               
      

            	
              d.

            	
              [INTENTIONALLY
      DELETED]

            


    

    


    
      	
               
      

            	
              e.

            	
              Fundamental
      Transaction. If, at any time while this Warrant is outstanding, (A)
      the Company effects any merger or consolidation of the Company with or
      into another Person, (B) the Company effects any sale of all or
      substantially all of its assets in one or a series of related
      transactions, (C) any tender offer or exchange offer (whether by the
      Company or another Person) is completed pursuant to which holders of
      Common Stock are permitted to tender or exchange their shares for other
      securities, cash or property, or (D) the Company effects any
      reclassification of the Common Stock or any compulsory share exchange
      pursuant to which the Common Stock is effectively converted into or
      exchanged for other securities, cash or property (in any such case, a
      "Fundamental
      Transaction"), then, upon any subsequent exercise of this Warrant,
      the Holder shall have the right to receive, for each Warrant Share that
      would have been issuable upon such exercise immediately prior to the
      occurrence of such Fundamental Transaction, at the option of the Holder,
      (a) upon exercise of this Warrant, the number of shares of Common Stock of
      the successor or acquiring corporation or of the Company, if it is the
      surviving corporation, and any additional consideration (the "Alternate
      Consideration") receivable upon or as a result of such
      reorganization, reclassification, merger, consolidation or disposition of
      assets by a Holder of the number of shares of Common Stock for which this
      Warrant is exercisable immediately prior to such event or (b) if the
      Company is acquired in an all cash transaction, cash equal to the value of
      this Warrant as determined in accordance with the Black-Scholes option
      pricing formula. For purposes of any such exercise, the determination of
      the Exercise Price shall be appropriately adjusted to apply to such
      Alternate Consideration based on the amount of Alternate Consideration
      issuable in respect of one share of Common Stock in such Fundamental
      Transaction, and the Company shall apportion the Exercise Price among the
      Alternate Consideration in a reasonable manner reflecting the relative
      value of any different components of the Alternate Consideration. If
      holders of Common Stock are given any choice as to the securities, cash or
      property to be received in a Fundamental Transaction, then the Holder
      shall be given the same choice as to the Alternate Consideration it
      receives upon any exercise of this Warrant following such Fundamental
      Transaction. To the extent necessary to effectuate the foregoing
      provisions, any successor to the Company or surviving entity in such
      Fundamental Transaction shall issue to the Holder a new warrant consistent
      with the foregoing provisions and evidencing the Holder's right to
      exercise such warrant into Alternate Consideration. The terms of any
      agreement pursuant to which a Fundamental Transaction is effected shall
      include terms requiring any such successor or surviving entity to comply
      with the provisions of this Section 3(e) and insuring that this Warrant
      (or any such replacement security) will be similarly adjusted upon any
      subsequent transaction analogous to a Fundamental
    Transaction.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              f.

            	
              Calculations.
      All calculations under this Section 3 shall be made to the nearest cent or
      the nearest 1/100th of a share, as the case may be. For purposes of this
      Section 3, the number of shares of Common Stock deemed to be issued and
      outstanding as of a given date shall be the sum of the number of shares of
      Common Stock (excluding treasury shares, if any) issued and
      outstanding.

            


    

    


    
      	
               
      

            	
              g.

            	
              Voluntary Adjustment
      By Company. The Company may at any time during the term of this
      Warrant reduce the then current Exercise Price to any amount and for any
      period of time deemed appropriate by the Board of Directors of the
      Company.

            


    

    


    
      	
               
      

            	
              h.

            	
              Notice to
      Holder.

            


    

    
       

      
        	
              	
                i.

              	
                Adjustment to Exercise
      Price. Whenever the Exercise Price is adjusted pursuant to any
      provision of this Section 3, the Company shall promptly mail to the Holder
      a notice setting forth the Exercise Price after such adjustment and
      setting forth a brief statement of the facts requiring such adjustment.
      Notice to Allow
      Exercise by Holder. If (A) the Company shall declare a dividend (or
      any other distribution in whatever form) on the Common Stock; (B) the
      Company shall declare a special nonrecurring cash dividend on or a
      redemption of the Common Stock; (C) the Company shall authorize the
      granting to all holders of the Common Stock rights or warrants to
      subscribe for or purchase any shares of capital stock of any class or of
      any rights; (D) the approval of any stockholders of the Company shall be
      required in connection with any reclassification of the Common Stock, any
      consolidation or merger to which the Company is a party, any sale or
      transfer of all or substantially all of the assets of the Company, of any
      compulsory share exchange whereby the Common Stock is converted into other
      securities, cash or property; (E) the Company shall authorize the
      voluntary or involuntary dissolution, liquidation or winding up of the
      affairs of the Company; then, in each case, the Company shall cause to be
      mailed to the Holder at its last address as it shall appear upon the
      Warrant Register of the Company, at least 20 calendar days prior to the
      applicable record or effective date hereinafter specified, a notice
      stating (x) the date on which a record is to be taken for the purpose of
      such dividend, distribution, redemption, rights or warrants, or if a
      record is not to be taken, the date as of which the holders of the Common
      Stock of record to be entitled to such dividend, distributions,
      redemption, rights or warrants are to be determined or (y) the date on
      which such reclassification, consolidation, merger, sale, transfer or
      share exchange is expected to become effective or close, and the date as
      of which it is expected that holders of the Common Stock of record shall
      be entitled to exchange their shares of the Common Stock for securities,
      cash or other property deliverable upon such reclassification,
      consolidation, merger, sale, transfer or share exchange; provided that
      the failure to mail such notice or any defect therein or in the mailing
      thereof shall not affect the validity of the corporate action required to
      be specified in such notice. The Holder is entitled to exercise this
      Warrant during the 20-day period commencing on the date of such notice to
      the effective date of the event triggering such
  notice.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section 4. Transfer of
Warrant.

    


    
      	
               
      

            	
              a.

            	
              Transferability.
      Subject to compliance with any applicable securities laws, this Warrant
      and all rights hereunder (including, without limitation, any registration
      rights) are transferable, in whole or in part, upon surrender of this
      Warrant at the principal office of the Company or its designated agent,
      together with a written assignment of this Warrant substantially in the
      form attached hereto duly executed by the Holder or its agent or attorney
      and funds sufficient to pay any transfer taxes payable upon the making of
      such transfer. Upon such surrender and, if required, such payment, the
      Company shall execute and deliver a new Warrant or Warrants in the name of
      the assignee or assignees and in the denomination or denominations
      specified in such instrument of assignment, and shall issue to the
      assignor a new Warrant evidencing the portion of this Warrant not so
      assigned, and this Warrant shall promptly be cancelled. A Warrant, if
      properly assigned, may be exercised by a new holder for the purchase of
      Warrant Shares without having a new Warrant
  issued.

            


    

    


    
      	
               
      

            	
              b.

            	
              New Warrants.
      This Warrant may be divided or combined with other Warrants upon
      presentation hereof 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 Holder or its agent or attorney.
      Subject to compliance with Section 4(a), as to any transfer which may be
      involved in such division or combination, the Company shall execute and
      deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
      to be divided or combined in accordance with such
  notice.

            


    

    


    
      	
               
      

            	
              c.

            	
              Warrant
      Register. The Company shall register this Warrant, upon records to
      be maintained by the Company for that purpose (the "Warrant
      Register"), in the name of the record Holder hereof from time to
      time. The Company may deem and treat the registered Holder of this Warrant
      as the absolute owner hereof for the purpose of any exercise hereof or any
      distribution to the Holder, and for all other purposes, absent actual
      notice to the contrary.

            


    

    


    
      	
               
      

            	
              d.

            	
              Transfer
      Restrictions. If, at the time of the surrender of this Warrant in
      connection with any transfer of this Warrant, the Company shall require,
      as a condition of allowing such transfer, that (i) the Holder or
      transferee of this Warrant, as the case may be, furnish to the Company a
      written opinion of counsel (which opinion shall be in form, substance and
      scope customary for opinions of counsel in comparable transactions) to the
      effect that such transfer may be made without registration under the
      Securities Act and under applicable state securities or blue sky laws, and
      (ii) the Holder or transferee execute and deliver to the Company an
      investment letter in form and substance acceptable to the Company, and
      (iii) the transferee be an "accredited investor" as defined in Rule
      501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the
      Securities Act or a "qualified institutional buyer" as defined in Rule
      144A(a) promulgated under the Securities
Act.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section 5. Miscellaneous.

    


    
      	
               
      

            	
              a.

            	
              No Rights as
      Shareholder Until Exercise. This Warrant does not entitle the
      Holder to any voting rights or other rights as a shareholder of the
      Company prior to the exercise hereof as set forth in Section
      2(e)(ii).

            


    

    


    
      	
               
      

            	
              b.

            	
              Loss, Theft,
      Destruction or Mutilation of Warrant. The Company covenants that
      upon receipt by the Company of evidence reasonably satisfactory to it of
      the loss, theft, destruction or mutilation of this Warrant or any stock
      certificate relating to the Warrant Shares, and in case of loss, theft or
      destruction, of indemnity or security reasonably satisfactory to it
      (which, in the case of the Warrant, shall not include the posting of any
      bond), and upon surrender and cancellation of such Warrant or stock
      certificate, if mutilated, the Company will make and deliver a new Warrant
      or stock certificate of like tenor and dated as of such cancellation, in
      lieu of such Warrant or stock
certificate.

            


    

    


    
      	
               
      

            	
              c.

            	
              Saturdays, Sundays,
      Holidays, etc. If the last or appointed day for the taking of any
      action or the expiration of any right required or granted herein shall not
      be a Business Day, then such action may be taken or such right may be
      exercised on the next succeeding Business
Day.

            


    

    


    
      	
               
      

            	
              d.

            	
              Authorized
      Shares. The Company covenants that during the period the Warrant is
      outstanding, it will reserve from its authorized and unissued Common Stock
      a sufficient number of shares to provide for the issuance of the Warrant
      Shares upon the exercise of any purchase rights under this Warrant. The
      Company further covenants that its issuance of this Warrant shall
      constitute full authority to its officers who are charged with the duty of
      executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase
      rights under this Warrant. The Company will take all such reasonable
      action as may be necessary to assure that such Warrant Shares may be
      issued as provided herein without violation of any applicable law or
      regulation, or of any requirements of the Trading Market upon which the
      Common Stock may be listed.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Except
and to the extent as waived or consented to by the Holder, the Company shall not
by any action, including, without limitation, amending its certificate of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this Warrant against
impairment. Without limiting the generality of the foregoing, the Company will
(a) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (b)
take all such action as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable Warrant
Shares upon the exercise of this Warrant, and (c) use commercially reasonable
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable
the Company to perform its obligations under this Warrant.

    


    Before
taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.

    


    
      	
               
      

            	
              e.

            	
              Jurisdiction.
      All questions concerning the construction, validity, enforcement and
      interpretation of this Warrant shall be determined in accordance with the
      laws of the State of New Jersey.

            


    

    


    
      	
               
      

            	
              f.

            	
              Restrictions.
      The Holder acknowledges that the Warrant Shares acquired upon the exercise
      of this Warrant will have restrictions upon resale imposed by state and
      federal securities laws.

            


    

    


    
      	
               
      

            	
              g.

            	
              Nonwaiver and
      Expenses. No course of dealing or any delay or failure to exercise
      any right hereunder on the part of Holder shall operate as a waiver of
      such right or otherwise prejudice Holder's rights, powers or remedies,
      notwithstanding the fact that all rights hereunder terminate on the
      Termination Date. If the Company willfully and knowingly fails to comply
      with any provision of this Warrant, which results in any material damages
      to the Holder, the Company shall pay to Holder such amounts as shall be
      sufficient to cover any costs and expenses including, but not limited to,
      reasonable attorneys' fees, including those of appellate proceedings,
      incurred by Holder in collecting any amounts due pursuant hereto or in
      otherwise enforcing any of its rights, powers or remedies
      hereunder.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              h.

            	
              Notices. Any
      notice, request or other document required or permitted to be given or
      delivered to the Holder by the Company shall be delivered in accordance
      with the notice provisions of the Securities Purchase
      Agreement.

            


    

    


    
      	
               
      

            	
              i.

            	
              Limitation of
      Liability. No provision hereof, in the absence of any affirmative
      action by Holder to exercise this Warrant to purchase Warrant Shares, and
      no enumeration herein of the rights or privileges of Holder, shall give
      rise to any liability of Holder for the purchase price of any Common Stock
      or as a stockholder of the Company, whether such liability is asserted by
      the Company or by creditors of the
Company.

            


    

    


    
      	
               
      

            	
              j.

            	
              Remedies.
      Holder, in addition to being entitled to exercise all rights granted by
      law, including recovery of damages, will be entitled to specific
      performance of its rights under this Warrant. The Company agrees that
      monetary damages would not be adequate compensation for any loss incurred
      by reason of a breach by it of the provisions of this Warrant and hereby
      agrees to waive and not to assert the defense in any action for specific
      performance that a remedy at law would be
  adequate.

            


    

    


    
      	
               
      

            	
              k.

            	
              Successors and
      Assigns. Subject to applicable securities laws, this Warrant and
      the rights and obligations evidenced hereby shall inure to the benefit of
      and be binding upon the successors of the Company and the successors and
      permitted assigns of Holder. The provisions of this Warrant are intended
      to be for the benefit of all Holders from time to time of this Warrant and
      shall be enforceable by any such Holder or holder of Warrant
      Shares.

            


    

    


    
      	
               
      

            	
              l.

            	
              Amendment. This
      Warrant may be modified or amended or the provisions hereof waived with
      the written consent of the Company and the
  Holder.

            


    

    


    
      	
               
      

            	
              m.

            	
              Severability.
      Wherever possible, each provision of this Warrant shall be interpreted in
      such manner as to be effective and valid under applicable law, but if any
      provision of this Warrant shall be prohibited by or invalid under
      applicable law, such provision shall be ineffective to the extent of such
      prohibition or invalidity, without invalidating the remainder of such
      provisions or the remaining provisions of this
  Warrant.

            


    

    


    
      	
               
      

            	
              n.

            	
              Headings. The
      headings used in this Warrant are for the convenience of reference only
      and shall not, for any purpose, be deemed a part of this
      Warrant.

            


    

    


    ********************

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized as of the date first above
indicated.

    


    


    AXION
INTERNATIONAL HOLDINGS, INC.

     

    
      
        	
                By:

              	
                 

              	 
      
	 
      	 
      	 
      
	 
      	
                Marc
      Y. Green, President

              	 
      


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        
          EXERCISE
NOTICE

          


          TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

          WARRANT
TO PURCHASE COMMON STOCK

          


          AXION
INTERNATIONAL HOLDINGS, INC.

          


          The
undersigned holder hereby exercises the right to purchase ________
of  the shares of Common Stock (“Warrant Shares”) of AXION  INTERNATIONAL
HOLDINGS, INC, a Colorado corporation (the “Company”), evidenced by the
attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms
used herein and not otherwise defined shall have the respective meanings set
forth in the Warrant.

           

          1. Form
of Exercise Price. The Holder intends that payment of the Exercise Price shall
be made as:

           

          ____a
“Cashless Exercise” with respect to ________ Warrant
Shares

           

          ____b
Cash Exercise, at $2.91 per Common Share with respect to ________ Warrant
Shares

          


          2.
Delivery of Warrant Shares. The Company shall deliver to the Holder  Warrant Shares
in accordance with the terms of the Warrant.

           

          Date:
______ __, ______

           

          
 

          
            	 
      	 	 
      
	
                    Name
      of Registered Holder

                  	 	 
      
	 
      	 
      	 	 
      
	
                    By:

                  	 
      	 	 
      
	 
      	
                    Name:

                  	 	 
      
	 
      	
                    Title: