**Exhibit 4.4**

**THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CELTRON INTERNATIONAL INC. THAT SUCH REGISTRATION IS NOT REQUIRED**. 

 

**CLASS A COMMON STOCK PURCHASE WARRANT**

 

CELTRON INTERNATIONAL INC., a corporation organized under the laws of the State of Nevada (the“Company”), hereby certifies that, for value received, DOUBLE U MASTER FUND LP, c/o Navigator Management Ltd., Harbor House, Waterfront Drive, P.O. Box 972, Road Town, Tortola, British Virgin Islands, Fax: (284-) 494-4771 or its assigns(the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on the third (3rd) anniversary of the Closing Date (as defined in Section 2 of the Subscription Agreement (the “Expiration Date”), 540,000 fully paid andnonassessable shares of Common Stock at a per share purchase price of $0.25. The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the “Purchase Price.” The number andcharacter of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price without the consent of the Holder. Capitalized terms used and not otherwise defined herein shallhave the meanings set forth in that certain Subscription Agreement (the “**Subscription Agreement**”), dated May 19, 2006, entered into by the Company and Holders of the Warrants. 

As used herein the following terms, unless the context otherwise requires, have the following respective meanings: 

(a) The term “Company” shall include Celtron International Inc. and any corporation which shall succeed or assume the obligations of CeltronInternational Inc. hereunder. 

(b) The term “Common Stock” includes (a) the Company’s Common Stock, $0.001 par valueper share, as authorized on the date of the Subscription Agreement, and (b) any other securities into which or for which any of the securities described in (a) may be converted or exchanged pursuant to a plan of recapitalization,reorganization, merger, sale of assets or otherwise. 

(c) The term “Other Securities” refers to any stock (other than CommonStock) and other securities of the Company or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition toCommon Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 5 or otherwise. 

(d) The term “Warrant Shares” shall mean the Common Stock issuable upon exercise of thisWarrant. 

1. Exercise of Warrant. 

1.1 Number of Shares Issuable upon Exercise. From and after the Issue Date through and including the Expiration Date, the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole inaccordance with the terms of subsection 1.2 or upon exercise of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company, subject to adjustment pursuant to Sections 3 and 4. 

1.2 Full Exercise. This Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile copy of the form ofsubscription attached as Exhibit A hereto (the “Subscription Form”) duly executed by such Holder and surrender of the original Warrant within four (4) days of exercise, to the Company at its principal office or at the office ofits Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire transfer or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying the number of shares of Common Stock forwhich this Warrant is then exercisable by the Purchase Price then in effect. 

1.3 Partial Exercise. This Warrant may be exercised inpart (but not for a fractional share) by surrender of this Warrant in the manner and at the place provided in subsection 1.2 except that the amount payable by the Holder on such partial exercise shall be the amount obtained by multiplying(a) the number of whole shares of Common Stock designated by the Holder in the Subscription Form by (b) the Purchase Price then in effect. On any such partial exercise, the Company, at its expense, will forthwith issue and deliver to orupon the order of the Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, the whole number of shares of Common Stock for which suchWarrant may still be exercised. 

1.4 Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the“Determination Date”) shall mean: 

(a) If the Company’s Common Stock is traded on an exchange or is quoted on the NationalAssociation of Securities Dealers, Inc. Automated Quotation (“NASDAQ”), National Market System, the NASDAQ Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the lastbusiness day immediately preceding the Determination Date; 

(b) If the Company’s Common Stock is not traded on an exchange or on theNASDAQ National Market System, the NASDAQ Capital Market or the American Stock Exchange, LLC, but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately precedingthe Determination Date; 

(c) Except as provided in clause (d) below, if the Company’s Common Stock is not publicly traded, thenas the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualifiedby education and training to pass on the matter to be decided; or 

(d) If the Determination Date is the date of a liquidation, dissolutionor winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of suchliquidation, dissolution or winding up, plus all other amounts to be payable per share 

 

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in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) thatall of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date. 

1.5Company Acknowledgment. The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shallcontinue to be entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such Holder anysuch rights. 

1.6 Trustee for Warrant Holders. In the event that a qualified bank or trust company shall have been appointed astrustee for the Holder of the Warrants pursuant to Subsection 3.2, such bank or trust company shall have all the powers and duties of a warrant agent (as hereinafter described) and shall accept, in its own name for the account of the Company orsuch successor person as may be entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to this Section 1. 

1.7 Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrantshall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. As soon as practicableafter the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of anddelivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fullypaid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fractionmultiplied by the then Fair Market Value of one full share of Common Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant toSection 1 or otherwise. 

2. Cashless Exercise. 

(a) Except as described below, if a Registration Statement (as defined in the Subscription Agreement) (“Registration Statement”) is effective and the Holder may sell its shares of Common Stock upon exercisehereof pursuant to the Registration Statement, this Warrant may be exercisable in whole or in part for cash only as set forth in Section 1 above. If no such Registration Statement is available during the time that such Registration Statement isrequired to be effective pursuant to the terms of the Subscription Agreement, then commencing one year after the Issue Date, payment upon exercise may be made at the option of the Holder either in (i) cash, wire transfer or by certified orofficial bank check payable to the order of the Company equal to the applicable aggregate Purchase Price, (ii) by cashless exercise in accordance with Section (b) below or (iii) by a combination of any of the foregoing methods,for the number of shares of Common Stock specified in such form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the holder per the terms of this Warrant) and the holdershall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. 

(b) If the Fair Market Value of one share of Common Stock is greater than the Purchase Price (at the date of calculation as set forth below), in lieu ofexercising this Warrant for cash, the holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company

 

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together with the properly endorsed Subscription Form in which event the Company shall issue to the holder a number ofshares of Common Stock computed using the following formula: 

X=Y (A-B)

          A 

 
Where X= the number of shares of Common Stock to be issued to the holderY= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of suchcalculation)A= the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation)B= Purchase Price (as adjusted to the date of such calculation)
(c) The Holder may employ the cashless exercise feature described in Section (b) abovecommencing one year after the Issue Date and only during the pendency of a Non-Registration Event as described in Section 11 of the Subscription Agreement. For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood andacknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant wasoriginally issued pursuant to the Subscription Agreement. 

3. Adjustment for Reorganization, Consolidation, Merger, etc.

3.1 Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall (a) effect a reorganization,(b) consolidate with or merge into any other person or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each suchcase, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, at any time after the consummationof such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effectivedate, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant,immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4. 

3.2 Dissolution. In theevent of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, prior to such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities andproperty (including cash, where applicable) receivable in accordance with Section 3.1 by the Holder of the Warrants upon their exercise after the effective date of such dissolution pursuant to this Section 3 to a bank or trust company (a“Trustee”) having its principal office in New York, NY, as trustee for the Holder of the Warrants. 

3.3 Continuation ofTerms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable tothe Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall bebinding upon the issuer of any Other Securities, including, in the case of any such 

 

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transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not suchperson shall have expressly assumed the terms of this Warrant as provided in Section 4. In the event this Warrant does not continue in full force and effect after the consummation of the transaction described in this Section 3, then onlyin such event will the Company’s securities and property (including cash, where applicable) receivable by the Holder of the Warrants be delivered to the Trustee as contemplated by Section 3.2. 

3.4 Share Issuance. Until the Expiration Date, if the Company shall issue any Common Stock except for the Excepted Issuances (as defined in theSubscription Agreement), prior to the complete exercise of this Warrant for a consideration less than the Purchase Price that would be in effect at the time of such issue, then, and thereafter successively upon each such issue, the Purchase Priceshall be reduced to such other lower issue price. For purposes of this adjustment, the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into Common Stock or of any warrant,right or option to purchase Common Stock shall result in an adjustment to the Purchase Price upon the issuance of the above-described security, debt instrument, warrant, right, or option if such issuance is at a price lower than the Purchase Pricein effect upon such issuance. The reduction of the Purchase Price described in this Section 3.4 is in addition to the other rights of the Holder described in the Subscription Agreement. 

4. Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividendor other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, thePurchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such eventand the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall bereadjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof as provided inSection 1, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a)the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise. 

5. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable onthe exercise of the Warrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificatesetting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares ofCommon Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares ofCommon Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate tothe Holder of the Warrant and any Warrant Agent of the Company (appointed pursuant to Section 11 hereof). 

 

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6. Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial Statements. The Companywill at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant as more fully described in theSubscription Agreement. This Warrant entitles the Holder hereof to receive copies of all financial and other information distributed or required to be distributed to the holders of the Company’s Common Stock. 

7. Assignment; Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may betransferred by any registered holder hereof (a “Transferor”). On the surrender for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) andtogether with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of anyapplicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a“Transferee”), 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 so surrendered by the Transferor. No such transfers shall result in a publicdistribution of the Warrant. 

8. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss,theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case ofany such mutilation, on surrender and cancellation of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of like tenor. 

9. Registration Rights. The Holder of this Warrant has been granted certain registration rights by the Company. These registration rights are setforth in the Subscription Agreement. 

10. Maximum Exercise. The Holder shall not be entitled to exercise this Warrant on an exercisedate, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares ofCommon Stock issuable upon the exercise of this Warrant with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% ofthe outstanding shares of Common Stock on such date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises which would result in the issuance of more than 4.99%. The restriction described in this paragraph may be waived, in whole or in part, upon sixty-one(61) days prior notice from the Holder to the Company. The Holder may decide whether to convert a Note or exercise this Warrant to achieve an actual 4.99% ownership position. 

11. Warrant Agent. The Company may, by written notice to the Holder of the Warrant, appoint an agent (a “Warrant Agent”) for the purposeof issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter any suchissuance, exchange or replacement, as the case may be, shall be made at such office by such Warrant Agent. 

12. Transfer on theCompany’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. 

 

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13. Warrant Exercise Compensation. The Company has agreed to pay to the Finder identified onSchedule 8 to the Subscription Agreement (“Finder”) Warrant Exercise Compensation as described in the Subscription Agreement equal to ten percent (10%) of the cash proceeds payable to the Company upon exercise of the Warrant. The WarrantExercise Compensation will be paid by the Company to the Finder not later than the fifth (5th) business day after the Company receives cash proceeds from the exercise of this Warrant. The Holder of the Warrant has no obligation or responsibility topay Warrant Exercise Compensation 

14. Notices. All notices, demands, requests, consents, approvals, and other communicationsrequired or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputableair courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or othercommunication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designatedbelow (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice isto be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur or (c) three business daysafter deposited in the mail if delivered pursuant to subsection (ii) above. The addresses for such communications shall be: (i) if to the Company to: Celtron International Inc., 6779 Mesa Ridge Road, San Diego, CA 92121, Attn: John L. Phillips,President, telecopier: (858) 638-4159, with a copy by telecopier only to: Duane Morris LLP, 101 West Broadway, Suite 900, San Diego, CA 92101, Attn: James A. Mercer III, Esq., telecopier: (619) 744-2201, (ii) if to the Holder, to the addresses andtelecopier number set forth in the first paragraph of this Warrant, with an additional copy by telecopier only to: Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176, telecopier number: (212) 697-3575, and (iii) ifto the Finder, to: the address and telecopier number set forth on Schedule 8 to the Subscription Agreement. 

15. Miscellaneous. ThisWarrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be construedand enforced in accordance with and governed by the laws of New York. Any dispute relating to this Warrant shall be adjudicated in New York County in the State of New York. The headings in this Warrant are for purposes of reference only, and shallnot limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. 

 

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IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above. 

 
 CELTRON INTERNATIONAL INC. By: 
/s/ John Phillips
 Name: John Phillips Title: Chief Executive OfficerWitness:  
 
  
 

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**Exhibit A**

FORM OF SUBSCRIPTION 

(to be signed only on exercise of Warrant) 

TO: CELTRON INTERNATIONAL INC. 

Theundersigned, pursuant to the provisions set forth in the attached Warrant (No.            ), hereby irrevocably elects to purchase (check applicable box): 

                     shares of the Common Stock covered by suchWarrant; or 

             the maximum number of shares of Common Stock covered by suchWarrant pursuant to the cashless exercise procedure set forth in Section 2. 

The undersigned herewith makes payment of the full purchase price forsuch shares at the price per share provided for in such Warrant, which is $                    . Such payment takes the form of (checkapplicable box or boxes): 

 
                    $                    in lawful money of the United States; and/or
             the cancellation of the Warrant to the extent necessary, inaccordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2. 

The undersigned requests that the certificates for such shares be issued in the name of, and delivered to                                             whose address is                                                                                                                                                                                      

                                                                                                                                                                                                                  

Number of Shares of Common Stock Beneficially Owned on the date of exercise:Less than five percent (5%) of the outstanding Common Stock of Celtron International Inc. 

The undersigned represents and warrants that therepresentations and warranties in Section 4 of the Subscription Agreement (as defined in this Warrant) are true and accurate with respect to the undersigned on the date hereof. 

The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under theSecurities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from registration under the Securities Act. 

 
Dated:                     
 
 
(Signature must conform to name of holder as

specified on the face of the Warrant)
 
 
 
 
 (Address)
 

A-1 

**Exhibit B**

FORM OF TRANSFEROR ENDORSEMENT 

(To be signed only on transfer of Warrant) 

For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” theright represented by the within Warrant to purchase the percentage and number of shares of Common Stock of CELTRON INTERNATIONAL INC. to which the within Warrant relates specified under the headings “Percentage Transferred” and“Number Transferred,” respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of CELTRON INTERNATIONAL INC. with full power of substitution in the premises.

 
**Transferees** **Percentage Transferred** **Number Transferred**
 
Dated:                    ,     
 
 
(Signature must conform to name of holder as specified

on the face of the warrant)
Signed in the presence of: 
 
 
 
            (Name) 
 
             (address)ACCEPTED AND AGREED: 
 
[TRANSFEREE] 
 
             (address)
 
             (Name) 
 

B-1