THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.





 







 





	Series A Warrant No.: ___	Number of Shares: ____________
	Date of Issuance: _______, 2012	(subject to adjustment)







 





 






 


VYSTAR CORPORATION 


A Georgia Corporation





 


 






 








Series A Warrant


 


Vystar Corporation,
a Georgia corporation (the “Company”), for value received, hereby certifies that ___________________________
(the “Initial Holder”), or its registered assigns (the Initial Holder or such registered assigns shall
be referred to as the “Registered Holder”), is entitled, subject to the terms set forth below, to purchase
from the Company at any time on or after the Exercise Date and on or before the Expiration Date (as hereinafter defined), in whole
or in part,_____ _________________ (________) {Insert xxx,000 shares per $25,000 Unit purchased} shares (as
adjusted from time to time pursuant to the provisions of this Warrant) of the Company’s common stock, $0.01 par value per
share (“Common Stock”), at a purchase price of $0.35 per share. The shares purchasable upon exercise
of this Warrant and the purchase price per share, as adjusted from time to time pursuant to the provisions of this Warrant, are
sometimes hereinafter referred to as the “Warrant Stock” and the “Purchase Price,”
respectively. “Exercise Date” means any date subsequent to the issuance date hereof and prior to the Expiration
Date on which the Registered Holder elects by written notice to the Company for this Warrant to become exercisable.


 


This Warrant is issued
pursuant to (i) that Confidential Offering Summary, dated as of April 11, 2012, and (ii) that certain Securities Purchase
Agreement, dated as of May 4, 2012, by and among each of the “Parties” named therein (the “Purchase Agreement”).


 


1.Exercise.


 


(a)Manner
of Exercise. This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with
the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or by such Registered
Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company
may designate in writing, accompanied by payment in full of the Purchase Price payable in respect of
the number of shares of Warrant Stock purchased upon such exercise. Subject to a Cashless Exercise as set forth in Section 1(b),
the Purchase Price may be paid by cash, check, or wire transfer in immediately available funds, or where permitted by law and provided
that a public market for the Common Stock exists, through a “same day sale” commitment from the Registered Holder and
a broker-dealer that is a member of the Financial Industry Regulatory Authority of Securities Dealers (a “FINRA Dealer”),
whereby the Registered Holder irrevocably elects to exercise this Warrant and to sell a portion of the Warrant Stock so purchased
to pay for the Purchase Price directly to the Company.


 


(b)Cashless
Exercise. The Registered Holder may, in its sole discretion, exercise this Warrant at any time beginning one hundred eighty
days from the effective date hereof, if no registration is in effect with respect to the resale of the Warrant Stock under the
Securities Act of 1933, as amended (the “Securities Act”), in whole or in part and, in lieu of making the cash
payment otherwise contemplated to be made to the Company upon such exercise in payment of the Purchase Price as set forth in Section
1(a) above, elect instead to receive upon such exercise the “Net Number” of shares of the Company’s Common Stock
determined according to the following formula (a “Cashless Exercise”):


 



    	 



    	 



    



 


Net Number = (A
x B) - (A x C)


 


B


 


For purposes of the
foregoing formula:


 


A= the total number of shares with
respect to which this Warrant is then being exercised.


 


B= the closing sale price of the
Common Stock on the trading day immediately preceding the date of the Exercise Notice.


 


C= the Purchase
Price then in effect for the applicable Warrant Stock at the time of such exercise.


 


(c)Effective
Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business
on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such time, the
person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in
Section 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such certificates.


 


(d)Delivery
to Holder. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within seven (7)
calendar days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder,
or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:


 


(i)a
certificate or certificates for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, and


 


(ii)in
case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on
the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment therein) to
the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder
upon such exercise as provided in Section 1(a) or Section 1(b) above.


 


In the event the Company
fails to deliver a certificate for the number of shares of Warrant Stock to which such Registered Holder is entitled within seven
(7) calendar days after the exercise of this Warrant, the Registered Holder shall be entitled to a penalty equaling one percent
(1%) of the number of Warrant Stock issuable in accordance with the exercise of the Warrant for each fifteen (15) day period commencing
after such seven (7) calendar day period. It is expressly understood that the foregoing penalty provision is in addition to, and
not to the exclusion of, any and all remedies available to the Registered Holder as set forth herein and in the Purchase Agreement.


 


(e)Callable
Provision. If the VWAP for each of ten (10) consecutive business days (the “Measurement Period”),
exceeds $.45 per share (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the
like after the date of issuance of this Warrant), then the Company may, within three (3) business days of the end of such Measurement
Period, call for cancellation of up to 100% of all or any portion of this Warrant for which a Purchase/Exercise Form has not yet
been delivered (such right, a “Call”). To exercise this right, the Company must deliver to the Registered
Holder an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of
this Warrant to which such notice applies. In the event a Purchase/Exercise Form for any portion of this Warrant subject to such
Call Notice shall not have been received by the Company within five (5) business days after the date the Call Notice is received
by the Registered Holder, then the Warrant shall be forfeited in its entirety without payment or consideration to the Registered
Holder and shall automatically terminate without any further action by either party. It is expressly agreed and acknowledged that
the Company’s Call rights as set forth in this Section 1(e) are exercisable by the Company contingent upon the effective
registration of the Warrant Stock under the Securities Act, or are otherwise resellable without limitation in accordance with the
safe harbor provisions of Rule 144, at all times commencing the date of the Call Notice through the date set for Call.


 



    	2



    	 



    



 


For the purposes of this
Section 1(e), “VWAP” means, for any date, the price determined by the first of the following clauses that applies,
provided, however, that the minimum average trading volume during the Measurement Period is at least an average 200,000
shares per day over ten (10) consecutive trading days (as may be adjusted for stock splits) (the “Volume Requirement”):
(i) if the Common Stock is then listed or quoted on a U.S. securities exchange, the daily volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on said exchange on which the Common Stock is then listed or quoted,
(ii) 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, (iii) if the Common Stock is not then listed or 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 OTC
Markets, Inc. (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 (iv) 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 Registered Holder reasonably acceptable to the Company, the fees and
expenses of which shall be paid by the Registered Holder. It is expressly understood that the Call rights afforded to the Company
pursuant to this Section 1(e) may not be exercised unless and until the Volume Requirement is satisfied during the Measurement
Period, absent consent of each of the Company and Bradley Woods & Co. Ltd.


 


2.Adjustments.


 


(a)Stock
Splits and Dividends. If outstanding shares of the Company’s Common Stock shall be subdivided into a greater number of
shares or a dividend in Common Stock shall be paid in respect of Common Stock, then the Purchase Price in effect immediately prior
to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately
after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into
a smaller number of shares, then the Purchase Price in effect immediately prior to such combination shall, simultaneously with
the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase
Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined
by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such
adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in
effect immediately after such adjustment.


 


(b)Reclassification,
Etc. In case of any reclassification or change of the outstanding securities of the Company or of any reorganization of the
Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant)
or any similar corporate reorganization on or after the date hereof, then and in each such case the holder of this Warrant, upon
the exercise hereof at any time after the consummation of such reclassification, change, reorganization, merger or conveyance,
shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior
to such consummation, the stock or other securities or property to which such holder would have been entitled upon such consummation
if such holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section
2(a); and in each such case, the terms of this Section 2 shall be applicable to the shares of stock or other securities properly
receivable upon the exercise of this Warrant after such consummation. 


 


(c)Subsequent
Equity Sales. If the Company at any time until the earlier of (i) 60 days after registration of the warrant shares (subject
to tolling as provided at the end of this paragraph) or (ii) twelve (12) months from the issuance hereby (subject to tolling as
provided at the end of this paragraph), shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise
dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or any
security convertible into or exchangeable or exercisable for shares of Common Stock (“Common Stock Equivalents”),
at an effective price per share less than the exercise price per share then in effect (such lower price, the “Base
Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of
the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset
provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which
are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which
is less than Base Share Price then in effect (i.e. initially $0.35) per share, such issuance shall be deemed to have occurred for
less than such base Share Price (i.e. initially $0.35 per share) on such date of the Dilutive Issuance), then the Purchase Price
shall be reduced to a price equal to the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common
Stock Equivalents are issued. The anti dilution periods specified in Paragraph 2(c)(i) and (ii) above shall also be tolled for
any period that the Company is not current with its reports and fully reporting with its disclosure reporting requirements pursuant
to Rule 144 (or the Exchange Act if it is so registered).


 



    	3



    	 



    



 


Notwithstanding the foregoing,
no adjustments shall be made, paid or issued under this Section 2(c) in respect to: (i) Common Stock or Common Stock Equivalents
issued in connection with the Purchase Agreement or otherwise related to the same Purchase Agreement for other or subsequent investors
in said offering, (ii) the Company’s issuance of Common Stock or Common Stock Equivalents upon the exercise or conversion
of options, warrants or convertible notes or other securities, outstanding on the date hereof as specifically described in Reports
(but not if the amounts and exercise prices of the same are not both already described in the Reports) or specifically disclosed
herein, (iii) grants or issuances to officers, directors or employees or other service providers in connection with (including
majority of disinterested and independent board members) stock option, stock, incentive or similar plan approved by the Board and
in effect as of the date hereof, and granted to officers, directors or employees and other service providers, (iv) up to 1,000,000
shares issued to unaffiliated service providers for bona-fide services not pursuant to any plan, provided that such issuances are
approved by the Board, (v) the issuance of securities as full or partial consideration in connection with a bona fide merger, asset
acquisition, joint venture or reorganization (other than a mere reincorporation transaction) approved by the Board of Directors
of the Company and the majority of disinterested members of the Board, and (vi) issuances of up to 1,000,000 warrants to purchase
Common Stock to executive officers of the Company pursuant to its existing plan to allow such executive officers to receive warrants
to purchase Common Stock in lieu of regularly scheduled cash compensation. For avoidance of doubt, the foregoing Excepted Issuance
exceptions shall only apply during the period in which anti dilution adjustments are made for Lower Price Issuances in accordance
with Section 2(c). Common Stock issued or issuable by the Company for services will be deemed to have been issued or to be issued
for the value booked in the Company’s public financial statements, or as booked on the recipients 1099 or other tax reporting
by the Company in connection with such issuance, whichever is higher.


 


(d) Adjustment Certificate.
When any adjustment is required to be made in the Warrant Stock or the Purchase Price pursuant to this Section 2, the Company shall
promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment,
(ii) the Purchase Price after such adjustment and (iii) the kind and amount of stock or other securities or property
into which this Warrant shall be exercisable after such adjustment.


 


3.Transfers.


 


(a)Unregistered
Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the
Securities Act, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any
Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this
Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S.
federal or state securities law then in effect or (ii) an opinion of counsel, reasonably satisfactory to the Company, that
such registration or qualification is not required. Each certificate or other instrument for Warrant Stock issued upon the exercise
of this Warrant shall bear a legend substantially to the foregoing effect.


 


(b)Transferability.
Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder are transferable, in whole or in part,
upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal
office of the Company.


 


(c)Warrant
Register. The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant.
Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant
as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank,
the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding
any notice to the contrary. Any Registered Holder may change such Registered Holder’s address as shown on the warrant register
by written notice to the Company requesting such change.


 






    	4



    	 



    
 


 


4.No Impairment.
The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will
(subject to Section 13 below) at all times in good faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.


 


5.Termination.
Subject to early forfeiture and termination as provided for in Section 1(e), this Warrant (and the right to purchase securities
upon exercise hereof) shall terminate five (5) years from the date of issuance of this Warrant (the “Expiration Date”).


 


6.Notices of
Certain Transactions. In case:


 


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


 


(b)of
any reclassification of the capital stock of the Company, or


 


(c)of
the voluntary or involuntary dissolution, liquidation or winding-up of the Company ((a), (b) and (c) of this Section 6 being referred
to herein as a “Liquidation Event”), then, and in each such case, the Company will mail or cause to be
mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is
to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution
or right, or (ii) the effective date on which such reclassification, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the
time deliverable upon such reclassification, dissolution, liquidation or winding-up) are to be determined. Such notice shall be
mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice. Failure to so
notify a holder shall not invalidate any such action.


 


7.Reservation
of Stock. The Company will at all times reserve and keep available out of its authorized but unissued stock, solely for the
issuance and delivery upon the exercise of this Warrant and other similar Warrants, such number of its duly authorized shares of
Common Stock as from time to time shall be issuable upon the exercise of this Warrant and other similar Warrants. All of the shares
of Common Stock issuable upon exercise of this Warrant and other similar Warrants, when issued and delivered in accordance with
the terms hereof and thereof, will be duly authorized, validly issued, fully paid and non-assessable, subject to no lien or other
encumbrance other than restrictions on transfer arising under applicable securities laws and restrictions imposed by Section 3
hereof.


 


8.Exchange of
Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company at the
principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon
the order of such Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Registered
Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling
in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant
or Warrants so surrendered.


 



    	5



    	 



    



 


9.Replacement
of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably
required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of
this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.


 


10.Notices.
Any notice required or permitted by this Warrant shall be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in
the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, addressed (a) if
to the Registered Holder, to the address of the Registered Holder most recently furnished in writing to the Company and (b) if
to the Company, to the address set forth below or subsequently modified by written notice to the Registered Holder.


 


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


 


12.Representations
of Registered Holder. The Registered Holder hereby represents and acknowledges to the Company that:


 


(a)It
understands that this Warrant and the Warrant Stock will be “restricted securities” as such term is used in
the rules and regulations under the Securities Act and that such securities have not been and will not be registered under the
Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected
(it being acknowledged and agreed by the Company that the Warrant Stock constitutes “Registrable Securities”) or transfer
can be made pursuant to appropriate exemptions;


 


(b)the
Registered Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto,
including the restrictions on transfer contained herein;


 


(c)the
Registered Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution
of this Warrant and the Warrant Stock and it has no intention of selling such securities in a public distribution in violation
of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent the
Registered Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and
state securities laws; and


 


(d)the
Company may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or
securities laws) to certificates for shares issued upon exercise of this Warrant:


 


“These securities have not been
registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the
absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory
to the Company that such registration is not required or unless sold pursuant to Rule 144 of such Act.”


 


13.No Fractional
Shares. No fractional shares will be issued in connection with any exercise hereunder. In lieu of any fractional shares which
would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value
of one such share on the date of exercise, as determined in good faith by the Company’s Board of Directors.


 


14.Amendment
or Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the holder of this Warrant.


 


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


 



    	6



    	 



    



 


16.Governing
Law. This Warrant shall be governed, construed and interpreted in accordance with the laws of the State of New York, without
giving effect to principles of conflicts of law.


 


[Remainder of Page Intentionally Left
Blank]


 






    	7



    	 



    
 


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


 


VYSTAR CORPORATION , a Georgia corporation


 


Signed: ________________________________


By:


Title:


 


 








	Company Address: 	Vystar Corporation
	 	3235 Satellite Blvd Building 400
	 	Suite 490
	 	Facsimile:  (770) 965-0162
	 	Attn:  William Doyle, Chairman & CEO










 


 





[SIGNATURE PAGE TO VYSTAR CORPORATION
SERIES A WARRANT]







 



    	 



    	 



    



 


EXHIBIT
A


 


PURCHASE/EXERCISE
FORM


 


To:VYSTAR CORPORATION Dated:_________________


 


The undersigned holder,
pursuant to the provisions set forth in the attached Series A Warrant No. ___, hereby exercises the right to purchase _________________
shares of Common Stock covered by such Warrant. Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


 


1.Form of Purchase
Price. The undersigned holder intends that payment of the Purchase Price shall be made as:


 


		____________	a “Cash Exercise” with respect to _________________ Warrant Stock; and/or



 


		____________	a “Cashless Exercise” with respect to _______________ Warrant Stock.



 


2.Payment of
Purchase Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Stock to
be issued pursuant hereto, the Holder shall pay the aggregate Purchase Price in the sum of $___________________ to the Company
in accordance with the terms of the Warrant.


 


The undersigned acknowledges
that it has reviewed the representations and warranties contained in Section 12 of the Warrant and by its signature below hereby
makes such representations and warranties to the Company.


 


The undersigned further
acknowledges that it has reviewed that certain Confidential Private Placement Memorandum, dated as of May 4, 2012, among the Company
and certain holders of the Company’s securities (as amended from time to time) and agrees to be bound by such provisions.


 





	 	Signature:	 
	 	 	 
	 	Name (print):	 
	 	 	 
	 	Title (if applic.)	 
	 	 	 
	 	Company (if applic.):	 







 



    	 



    	 



    



 


EXHIBIT
B


 


ASSIGNMENT
FORM


 


FOR VALUE RECEIVED,
_________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached
Series A Warrant No. ___ with respect to the number of shares of Common Stock covered thereby set forth below, to:


 


	
        Name
        of Assignee
	
        Address/Fax
        Number
	
        No.
        of Shares

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 








	Dated: _______________________	Signature:  	
	 	 	
	 	 	 
	 	 	 
	 	Witness: