Exhibit 4.2

                                     WARRANT

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT (THE  "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, (THE "SECURITIES ACT") OR QUALIFIED UNDER ANY STATE OR FOREIGN
SECURITIES  LAW,  AND THE WARRANT MAY NOT BE  EXERCISED  AND THE WARRANT AND THE
SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE  MAY NOT BE SOLD,  TRANSFERRED,
PLEDGED,  ASSIGNED OR  HYPOTHECATED,  UNLESS THERE IS AN EFFECTIVE  REGISTRATION
STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES.

                                   to purchase

                             SHARES OF COMMON STOCK

                                       of

                                EASY ENERGY, INC.

                     at an exercise price of $0.27 per share

                 VOID AFTER 5:00 p.m. (prevailing Tel Aviv time)

                 On the Expiration Date (as hereinafter defined)

NO. W-[  ]                                                    Date: Feb 28, 2008

     Easy Energy,  Inc. a Nevada  corporation  with its principal  offices at 49
     Ha'aroshet St.,  Karmiel 20100 Israel (the  "COMPANY"),  hereby grants to [
     _____________________ ] (the "HOLDER"),  the right to purchase,  subject to
     the terms and  conditions  hereof,  up to [ ____________ ] shares of Common
     Stock,  par value  $0.00001  per share,  of the Company  ("COMMON  STOCK"),
     exercisable at any time from time to time, on or after the date hereof (the
     "EFFECTIVE  DATE"),  and until the Fifth (5th) anniversary of the Effective
     Date (the "EXPIRATION DATE").

1. DEFINITIONS

     In this Warrant the terms below shall have the  following  meaning,  unless
     otherwise specifically provided or required by the context:

     1.1. "WARRANT  SHARES"  means  the  Shares  of  Common  Stock   purchasable
          hereunder  or any  other  securities  which,  in  accordance  with the
          provisions  hereof,  may be  issued  by the  Company  in  substitution
          therefor.

     1.2. "EXERCISE PRICE" means the price of twenty seven cents ($0.27) payable
          hereunder for each Warrant Share,  as adjusted in the manner set forth
          hereinafter.

     1.3. "WARRANTS"  means this  Warrant and all warrants  hereafter  issued in
          exchange or substitution for this Warrant.

2. WARRANT PERIOD; EXERCISE OF WARRANT

     2.1. This Warrant may be  exercised  in whole at any time,  or in part from
          time to time,  beginning on the  Effective  Date until the  Expiration
          Date (the "WARRANT PERIOD"),  by the surrender of this Warrant (with a
          duly executed exercise form in the form attached hereto as EXHIBIT A),
          at the principal office of the Company, set forth above, together with
          proper  payment  of the  Exercise  Price  multiplied  by the number of
          Warrant Shares for which the Warrant is being  exercised.  Payment for
          Warrant  Shares shall be made by  certified or official  bank check or
          checks,  payable to the order of the Company or by wire transfer to an
<PAGE>
          account to be designated in writing by the Company.  Payments shall be
          made in United States dollars.

     2.2. The Holder of the Warrant,  by its  acceptance  hereof,  covenants and
          agrees that this Warrant is being  acquired as an  investment  and not
          with a  view  to the  distribution  hereof  and  such  Holder  further
          covenants and agrees that it will not sell, transfer,  pledge, assign,
          or  hypothecate  the Warrant or the Warrant  Shares unless there is an
          effective  registration  statement  under the  Securities  Act of 1933
          covering  the  Warrant  or the  Warrant  Shares,  or the Holder of the
          Warrant  and/or  the  Warrant  Shares  receives  an opinion of counsel
          satisfactory to the Company stating that such sale, transfer,  pledge,
          assignment,  or  hypothecation  is exempt  from the  registration  and
          prospectus delivery requirements of the Securities Act of 1933 and the
          qualification requirements under applicable law.

     2.3. If this Warrant should be exercised in part,  the Company shall,  upon
          surrender of this Warrant for cancellation,  execute and deliver a new
          Warrant  evidencing the rights of the Holder to purchase the remainder
          of the Warrant Shares purchasable hereunder. The Company shall pay any
          and all  expenses,  taxes and other  charges  that may be  payable  in
          connection with the issuance of the Warrant Shares and the preparation
          and delivery of share  certificates  pursuant to this Section 2 in the
          name of the Holder (including without limitation,  if applicable stamp
          duty), and to the extent required, the execution and delivery of a new
          Warrant, provided, however, that the Company shall only be required to
          pay taxes  which are due as a direct  result  of the  issuance  of the
          Warrant Shares or other  securities,  properties or rights  underlying
          such Warrants  (such as the  applicable  stamp duty),  and will not be
          required  to pay  any tax  which  may be (i)  due as a  result  of the
          specific  identity  of the  Holder or (ii)  payable  in respect of any
          transfer   involved  in  the   issuance   and  delivery  of  any  such
          certificates in a name other than that of the Holder.

     2.4. No fractions  of Shares of Common Stock shall be issued in  connection
          with the  exercise  of this  Warrant,  and the number of Common  Stock
          issued shall be rounded up or down to the nearest whole number.

     2.5. Upon the issuance of Common Stock resulting from the exercise in whole
          or in part of this Warrant, the Company shall deliver to the Holder an
          irrevocable  letter of instructions to the Company's transfer agent to
          issue  as  soon  as is  reasonably  practicable  to the  Holder  share
          certificates reflecting the Warrant Shares exercised thereby, together
          with any and all other  documents  required  for the  issuance of such
          certificates by the transfer agent.

     2.6. Cashless  Exercise.  If at  any  time  after  the  completion  of  the
          then-applicable  holding period required by Rule 144, or any successor
          provision then in effect,  which would allow  "tacking" of the holding
          period of this  Warrant  and the  Warrant  Shares  pursuant to the SEC
          Manual  of  Publicly  Available  Telephone  Interpretations  or  other
          Commission  rule  or  guidance,  there  is no  effective  Registration
          Statement  registering,  or no current  prospectus  available for, the
          resale  of the  Warrant  Shares  by the  Holder  at a time  when  such
          Registration  Statement  is required to be  effective  pursuant to the
          Registration Rights Agreement, then 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  Expiration
          Date,  this  Warrant  shall be  automatically  exercised  via cashless
          exercise pursuant to this Section 2.6.

                                       2
<PAGE>
3. RESERVATION OF SHARES

     The Company  covenants  that: (i) at all times during the Warrant Period it
     shall have in  reserve,  and will keep  available  solely for  issuance  or
     delivery  upon  exercise  of the  Warrant,  such number of Shares of Common
     Stock as shall be issuable upon the exercise hereof,  and (b) upon exercise
     of the Warrant and payment of the  Exercise  Price  hereunder,  the Warrant
     Shares issuable upon such exercise will be validly issued,  fully paid, non
     assessable, free and clear from any lien, encumbrance,  pledge or any other
     third party right and not subject to any preemptive rights.

4. ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES

     4.1. Subdivision  and  Combination.  In case the Company  shall at any time
          subdivide  or combine  the  outstanding  Shares of Common  Stock,  the
          Exercise  Price shall  forthwith be  proportionately  decreased in the
          case of subdivision or increased in the case of combination.

     4.2. Stock  Dividends  and  Distributions.  In case the Company shall pay a
          dividend on, or make a  distribution  of, Shares of Common Stock or of
          the Company's share capital  convertible  into Shares of Common Stock,
          the Exercise  Price shall  forthwith  be adjusted,  from and after the
          date  of  determination  of  stockholders  entitled  to  receive  such
          dividend or distribution,  to that price determined by multiplying the
          Exercise   Price  in  effect   immediately   prior  to  such  date  of
          determination  by a fraction  (i) the  numerator of which shall be the
          total number of shares of Common Stock  outstanding  immediately prior
          to such dividend or  distribution,  and (ii) the  denominator of which
          shall be the  total  number of  shares  of  Common  Stock  outstanding
          immediately  after  such  dividend  or  distribution.   An  adjustment
          pursuant  to this  Section 4.3 shall be made as of the record date for
          the subject stock dividend or distribution.

     4.3. Adjustment  in  Number of  Securities.  Upon  each  adjustment  of the
          Exercise Price pursuant to the provisions of Sections 4.1 and 4.2, the
          number of Common  Stock  issuable  upon the  exercise of each  Warrant
          shall be adjusted to the nearest full amount by  multiplying  a number
          equal  to the  Exercise  Price  in  effect  immediately  prior to such
          adjustment  by the  number of Shares of  Common  Stock  issuable  upon
          exercise of the  Warrants  immediately  prior to such  adjustment  and
          dividing the product so obtained by the adjusted Exercise Price.

     4.4. No Adjustment of Exercise Price in Certain Cases. No adjustment of the
          Exercise Price shall be made if the amount of said adjustment shall be
          less than 1 cent  ($0.01)  per each Share of Common  Stock,  provided,
          however,  that in such case any  adjustment  that would  otherwise  be
          required then to be made shall be carried forward and shall be made at
          the time of and together with the next  subsequent  adjustment  which,
          together with any  adjustment so carried  forward,  shall amount to at
          least 1 cent ($0.01) per each Share of Common Stock.

     4.5. Merger or  Consolidation.  In case of any consolidation of the Company
          with or merger of the  Company  with,  or merger of the  Company  into
          (other than a merger which does not result in any  reclassification or
          change of the outstanding  Shares of Common Stock),  the Company shall
          cause  the  corporation  formed  by such  consolidation  or  merger or
          surviving  such  merger to  execute  and  deliver  to the Holder a new
          warrant  agreement in exchange for this  Warrant,  providing  that the
          Holder of the Warrant then outstanding or to be outstanding shall have
          the  right  thereafter  (until  the  expiration  of such  Warrant)  to
          receive,  upon exercise of such Warrant, the kind and amount of shares
          of stock  and  other  securities  and  property  receivable  upon such
          consolidation or merger, by a holder of the number of Shares of Common
          Stock of the Company for which such Warrant might have been  exercised
          immediately prior to such  consolidation or merger.  Such supplemental
          warrant  agreement  shall  provide  for  adjustments,  which  shall be
          identical  to  the  adjustments   provided  in  this  Section  4.  The
          provisions  of this Section 4.5 shall  similarly  apply to  successive
          consolidations or mergers.

                                       3
<PAGE>
5. NOTICES TO WARRANT HOLDERS

     Nothing contained in this Warrant shall be construed as conferring upon the
     Holder  the  right  to  vote  or to  consent  or  to  receive  notice  as a
     stockholder in respect of any meetings of stockholders  for the election of
     directors  or any other  matter,  or as having any rights  whatsoever  as a
     stockholder  of  the  Company.  If,  however,  at  any  time  prior  to the
     Expiration Date, any of the following events shall occur:

     5.1. the Company shall take a record of the holders of its Shares of Common
          Stock for the  purpose of  entitling  them to  receive a  dividend  or
          distribution  payable  otherwise  than in cash,  or a cash dividend or
          distribution  payable  otherwise  than  out  of  current  or  retained
          earnings, as indicated by the accounting treatment of such dividend or
          distribution on the books of the Company;

     5.2. the  Company  shall  offer to all the  holders of its Shares of Common
          Stock any  additional  shares of the share  capital of the  Company or
          securities  convertible  into or exchangeable  for shares of the share
          capital of the Company,  or any option,  right or warrant to subscribe
          therefor; or

     5.3. a dissolution, liquidation or winding up of the Company (other than in
          connection  with  a  consolidation  or  merger)  or a  sale  of all or
          substantially all of its property,  assets and business as an entirety
          shall be proposed;

     then,  in any one or more of said  events,  the  Company  shall give to the
     Holder written notice of such event at least fifteen (15) days prior to the
     date fixed as a record date or the date of closing the  transfer  books for
     the   determination  of  the   stockholders   entitled  to  such  dividend,
     distribution,   convertible  or  exchangeable  securities  or  subscription
     rights,  or entitled  to vote on such  proposed  dissolution,  liquidation,
     winding up or sale.

6. TRANSFERABILITY

     6.1. The Holder may, sell, transfer,  assign, encumber, pledge or otherwise
          dispose or undertake to dispose of the Warrant.

     6.2. Unless  registered,  the Warrant  Shares  issued upon  exercise of the
          Warrants shall be subject to a stop transfer order and the certificate
          or  certificates  evidencing  such  Warrant  Shares  shall bear legend
          substantially similar to the following:

                "THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT
                BEEN  REGISTERED  UNDER THE UNITED STATES  SECURITIES
                ACT OF 1933 (THE  "SECURITIES  ACT"). THE SHARES HAVE
                BEEN  ACQUIRED  FOR  INVESTMENT  AND MAY NOT BE SOLD,
                TRANSFERRED   OR   ASSIGNED  IN  THE  ABSENCE  OF  AN
                EFFECTIVE  REGISTRATION  STATEMENT  FOR THESE  SHARES
                UNDER THE  SECURITIES  ACT,  OR AN OPINION OF COUNSEL
                FOR THE  HOLDER OF THE  SHARES  SATISFACTORY  TO EASY
                ENERGY, INC., THAT REGISTRATION IS NOT REQUIRED UNDER
                THE SECURITIES ACT."

7. LOSS, ETC. OF WARRANT

     Upon receipt of evidence  satisfactory  to the Company of the loss,  theft,
     destruction  or  mutilation of this  Warrant,  and of indemnity  reasonably
     satisfactory  to the  Company,  if  lost,  stolen  or  destroyed,  and upon
     surrender  and  cancellation  of  this  Warrant,  if  mutilated,  and  upon
     reimbursement  of the Company's  reasonable  direct  expenses,  the Company
     shall  execute and deliver to the Holder a new Warrant of like date,  tenor
     and denomination.

                                       4
<PAGE>
8. HEADINGS

     The headings of this Warrant have been inserted as a matter of  convenience
     and shall not affect the construction hereof.

9. NOTICES

     Unless  otherwise  provided,  any notice  required or permitted  under this
     Warrant  shall be given in writing  and shall be deemed  effectively  given
     upon personal  delivery to the party to be notified or seven (7) days after
     deposit with the Post  Authority,  for dispatch by  registered or certified
     mail,  postage prepaid and addressed to the Holder at the address set forth
     in the  Company's  books and to the Company at the address of its principal
     offices set forth above, or when given by telecopier or other form of rapid
     written  communication,  provided that  confirming  copies are sent by such
     airmail.

10. GOVERNING LAW

     This Warrant  shall be governed by and construed and enforced in accordance
     with the laws of the State of New York  (regardless  of the laws that might
     otherwise govern under applicable New York principles of conflicts of law).
     Any dispute  arising out of or in  connection  with this  Warrant is hereby
     submitted to the sole and exclusive  jurisdiction  of the competent  courts
     located in New York, New York.

11. ENTIRE AGREEMENT; AMENDMENT AND WAIVER

     This  Warrant  and the  Exhibit  hereto  constitute  the  full  and  entire
     understanding  and agreement between the parties with regard to the subject
     matters hereof and thereof. Any term of this Warrant may be amended and the
     observance  of any term  hereof  may be  waived  (either  prospectively  or
     retroactively  and either generally or in a particular  instance) only with
     the written consent of both the Holder and the Company.

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

Easy Energy, Inc.

By:
   -----------------------------
Name:  Guy Ofir

Title: CEO

Agreed and Accepted:

[ ---------------- ]

By:
   -----------------------------
Name:
   -----------------------------
Title:
   -----------------------------

                                       5
<PAGE>
                                    EXHIBIT A

                              Warrant Exercise Form

                             _________________, 200_

Easy Energy Inc.
49 Ha'aroshet St.,
Karmiel 20100 Israel

Dear Sirs,

                             Re: EXERCISE OF WARRANT

1.   The undersigned  hereby irrevocably elects to exercise the attached Warrant
     No. W-[ ] to the extent of ___________________ Common Stock of Easy Energy,
     Inc., all in accordance with Section 2.1 of the Warrant.

2.   Payment to the Company of the total Exercise Price for such shares has been
     made simultaneously with the delivery of this exercise of the Warrant.

3.   The  undersigned  requests  that  certificates  for  such  Common  Stock be
     registered   in  the  name  of   ____________________   whose   address  is
     ____________________  and that  such  certificates  be  delivered  to whose
     address is _____________________________.

[                                             ]

By:
   -----------------------------
Name:
   -----------------------------
Title:
   -----------------------------

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