THIS
      WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE
      SET
      FORTH HEREIN OR IN A SUBSCRIPTION AGREEMENT DATED AS OF MAY __, 2008, NEITHER
      THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN
      THE
      ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID
      ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR
      OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT
      REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S
      UNDER SUCH ACT.

    

      
        	
                Right
                  to Purchase ________ Shares of Common Stock, par value $.001 per
                  share

              


      

    

     

    STOCK
      PURCHASE WARRANT

     

    THIS
      CERTIFIES THAT,
      for
      value received, _________ or its registered assigns, is entitled to purchase
      from EMVELCO
      CORP.,a
      Delaware corporation (the “Company”), at any time or from time to time during
      the period specified in Paragraph 2 hereof, ____________ fully paid and
      nonassessable shares of the Company’s Common Stock, par value $.001 per share
      (the “Common Stock”), at an exercise price per share equal to
      $1.00 (the
      “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the
      shares of Common Stock purchasable hereunder. The Warrant Shares and the
      Exercise Price are subject to adjustment as provided in Paragraph 4 hereof.
      The
      term “Warrants” means this Warrant and the other warrants issued pursuant to
      that certain Subscription Agreement, dated May __, 2008, by and among the
      Company and the Buyers listed on the execution page thereof (the “Subscription
      Agreement”). 

     

    This
      Warrant is subject to the following terms, provisions, and conditions:



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    1. Manner
      of Exercise; Issuance of Certificates; Payment for Shares. 
Subject
      to there being 30,000,000 of the Company issued and outstanding, , this Warrant
      may be exercised by the holder hereof, in whole or in part, by the surrender
      of
      this Warrant, together with a completed exercise agreement in the form attached
      hereto (the “Exercise Agreement”), to the Company during normal business hours
      on any business day at the Company’s principal executive offices (or such other
      office or agency of the Company as it may designate by notice to the holder
      hereof), and upon payment to the Company in cash, by certified or official
      bank
      check or by wire transfer for the account of the Company of the Exercise Price
      for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares
      so purchased shall be deemed to be issued to the holder hereof or such holder’s
      designee, as the record owner of such shares, as of the close of business on
      the
      date on which this Warrant shall have been surrendered, the completed Exercise
      Agreement shall have been delivered, and payment shall have been made for such
      shares as set forth above. Certificates for the Warrant Shares so purchased,
      representing the aggregate number of shares specified in the Exercise Agreement,
      shall be delivered to the holder hereof within a reasonable time, not exceeding
      three (3) business days, after this Warrant shall have been so exercised. If
      this Warrant shall have been exercised only in part, then, unless this Warrant
      has expired, the Company shall, at its expense, at the time of delivery of
      such
      certificates, deliver to the holder a new Warrant representing the number of
      shares with respect to which this Warrant shall not then have been exercised.
      

     

    Notwithstanding
      anything in this Warrant to the contrary, in no event shall the holder of this
      Warrant be entitled to exercise a number of Warrants (or portions thereof)
      in
      excess of the number of Warrants (or portions thereof) upon exercise of which
      the sum of (i) the number of shares of Common Stock beneficially owned by the
      holder and its affiliates (other than shares of Common Stock which may be deemed
      beneficially owned through the ownership of the unexercised Warrants and the
      unexercised or unconverted portion of any other securities of the Company
      (including the Notes (as defined in the Subscription Agreement)) subject to
      a
      limitation on conversion or exercise analogous to the limitation contained
      herein) and (ii) the number of shares of Common Stock issuable upon exercise
      of
      the Warrants (or portions thereof) with respect to which the determination
      described herein is being made, would result in beneficial ownership by the
      holder and its affiliates of more than 4.9% of the outstanding shares of Common
      Stock. For 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 Regulation 13D-G thereunder, except as otherwise
      provided in clause (i) of the preceding sentence. Notwithstanding anything
      to
      the contrary contained herein, the limitation on exercise of this Warrant set
      forth herein may not be amended without (i) the written consent of the holder
      hereof and the Company and (ii) the approval of a majority of shareholders
      of
      the Company.

     

    2. Period
      of Exercise.  This
      Warrant is exercisable at any time or from time to time on or after the date
      on
      which this Warrant is issued and delivered pursuant to the terms of the
      Subscription Agreement and before 6:00 p.m., New York, New York time on the
      second (2nd) anniversary
      of the date of issuance (the “Exercise Period”). Notwithstanding the foregoing,
      on any given date, the maximum number of Warrant Shares issuable upon exercise
      of this Warrant on such date shall equal (i) half of such number of shares
      of
      common stock issued on or prior to such date upon conversion of the Convertible
      Note issued to the holder pursuant to the Subscription Agreement, less (ii)
      such
      number of Warrant Shares exercised hereunder prior to such date. 

     

    3. Certain
      Agreements of the Company. The
      Company hereby covenants and agrees as follows:

     

    (a) Shares
      to be Fully Paid.
      All
      Warrant Shares will, upon issuance in accordance with the terms of this Warrant,
      be validly issued, fully paid, and nonassessable and free from all taxes, liens,
      and charges with respect to the issue thereof.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    (b) Reservation
      of Shares.
      During
      the Exercise Period, the Company shall at all times have authorized, and
      reserved for the purpose of issuance upon exercise of this Warrant, a sufficient
      number of shares of Common Stock to provide for the exercise of this
      Warrant.

     

    (c) Successors
      and Assigns.
      This
      Warrant will be binding upon any entity succeeding to the Company by merger,
      consolidation, or acquisition of all or substantially all the Company’s
      assets.

     

    4. Antidilution
      Provisions. During
      the Exercise Period, the Exercise Price and the number of Warrant Shares shall
      be subject to adjustment from time to time as provided in this Paragraph
      4.

     

    In
      the
      event that any adjustment of the Exercise Price as required herein results
      in a
      fraction of a cent, such Exercise Price shall be rounded up to the nearest
      cent.

     

    (a) Subdivision
      or Combination of Common Stock.
      If the
      Company at any time subdivides (by any stock split, stock dividend,
      recapitalization, reorganization, reclassification or otherwise) the shares
      of
      Common Stock acquirable hereunder into a greater number of shares, then, after
      the date of record for effecting such subdivision, the Exercise Price in effect
      immediately prior to such subdivision will be proportionately reduced. If the
      Company at any time combines (by reverse stock split, recapitalization,
      reorganization, reclassification or otherwise) the shares of Common Stock
      acquirable hereunder into a smaller number of shares, then, after the date
      of
      record for effecting such combination, the Exercise Price in effect immediately
      prior to such combination will be proportionately increased.

     

    (b) Adjustment
      in Number of Shares.
      Upon
      each adjustment of the Exercise Price pursuant to the provisions of this
      Paragraph 4, the number of shares of Common Stock issuable upon exercise of
      this
      Warrant shall be adjusted 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 this Warrant immediately prior to such
      adjustment and dividing the product so obtained by the adjusted Exercise Price.
      Further, if the number of shares issuable upon conversion of the Convertible
      Note (the “Note”) issued to the holder as of the date hereof is adjusted as a
      result of an adjustment to the Conversion Price, as defined in the Note, in
      accordance with Section 1.2 of the Note, then the number of Warrant Shares
      issuable upon exercise of this Warrant shall be adjusted to equal the number
      of
      shares issuable upon conversion of the Note multiplied by .5. 

     

    (c) Consolidation,
      Merger or Sale.
      In case
      of any consolidation of the Company with, or merger of the Company into any
      other corporation, or in case of any sale or conveyance of all or substantially
      all of the assets of the Company other than in connection with a plan of
      complete liquidation of the Company, then as a condition of such consolidation,
      merger or sale or conveyance, adequate provision will be made whereby the holder
      of this Warrant will have the right to acquire and receive upon exercise of
      this
      Warrant in lieu of the shares of Common Stock immediately theretofore acquirable
      upon the exercise of this Warrant, such shares of stock, securities or assets
      as
      may be issued or payable with respect to or in exchange for the number of shares
      of Common Stock immediately theretofore acquirable and receivable upon exercise
      of this Warrant had such consolidation, merger or sale or conveyance not taken
      place. In any such case, the Company will make appropriate provision to insure
      that the provisions of this Paragraph 4 hereof will thereafter be applicable
      as
      nearly as may be in relation to any shares of stock or securities thereafter
      deliverable upon the exercise of this Warrant. The Company will not effect
      any
      consolidation, merger or sale or conveyance unless prior to the consummation
      thereof, the successor corporation (if other than the Company) assumes by
      written instrument the obligations under this Paragraph 4 and the obligations
      to
      deliver to the holder of this Warrant such shares of stock, securities or assets
      as, in accordance with the foregoing provisions, the holder may be entitled
      to
      acquire.


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    5. Issue
      Tax. The
      issuance of certificates for Warrant Shares upon the exercise of this Warrant
      shall be made without charge to the holder of this Warrant or such shares for
      any issuance tax or other costs in respect thereof, provided that the Company
      shall not be required to pay any tax which may be payable in respect of any
      transfer involved in the issuance and delivery of any certificate in a name
      other than the holder of this Warrant.

     

    6. No
      Rights or Liabilities as a Shareholder. This
      Warrant shall not entitle the holder hereof to any voting rights or other rights
      as a shareholder of the Company. No provision of this Warrant, in the absence
      of
      affirmative action by the holder hereof to purchase Warrant Shares, and no
      mere
      enumeration herein of the rights or privileges of the holder hereof, shall
      give
      rise to any liability of such holder for the Exercise Price or as a shareholder
      of the Company, whether such liability is asserted by the Company or by
      creditors of the Company.

     

    7. Transfer,
      Exchange, and Replacement of Warrant. 

     

    (a) Restriction
      on Transfer.
      This
      Warrant and the rights granted to the holder hereof are transferable, in whole
      or in part, upon surrender of this Warrant, together with a properly executed
      assignment in the form attached hereto, at the office or agency of the Company,
      provided, however, that any transfer or assignment shall be subject to the
      conditions set forth in this Section 7 and to the applicable provisions of
      the
      Subscription Agreement. Until due presentment for registration of transfer
      on
      the books of the Company, the Company may treat the registered holder hereof
      as
      the owner and holder hereof for all purposes, and the Company shall not be
      affected by any notice to the contrary. 

     

    (b) Warrant
      Exchangeable for Different Denominations.
      This
      Warrant is exchangeable, upon the surrender hereof by the holder hereof at
      the
      office or agency of the Company, for new Warrants of like tenor representing
      in
      the aggregate the right to purchase the number of shares of Common Stock which
      may be purchased hereunder, each of such new Warrants to represent the right
      to
      purchase such number of shares as shall be designated by the holder hereof
      at
      the time of such surrender.

     

    (c) Replacement
      of Warrant.
      Upon
      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, upon delivery of an indemnity agreement reasonably
      satisfactory in form and amount to the Company, or, in the case of any such
      mutilation, upon surrender and cancellation of this Warrant, the Company, at
      its
      expense, will execute and deliver, in lieu thereof, a new Warrant of like
      tenor.

     

    (d) Cancellation;
      Payment of Expenses.
      Upon the
      surrender of this Warrant in connection with any transfer, exchange, or
      replacement as provided in this Paragraph 7, this Warrant shall be promptly
      canceled by the Company. The Company shall pay all taxes (other than securities
      transfer taxes) and all other expenses (other than legal expenses, if any,
      incurred by the holder or transferees) and charges payable in connection with
      the preparation, execution, and delivery of Warrants pursuant to this Paragraph
      7.


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    (e) Register.
      The
      Company shall maintain, at its principal executive offices (or such other office
      or agency of the Company as it may designate by notice to the holder hereof),
      a
      register for this Warrant, in which the Company shall record the name and
      address of the person in whose name this Warrant has been issued, as well as
      the
      name and address of each transferee and each prior owner of this
      Warrant.

     

    (f) Exercise
      or Transfer Without Registration.
      If, at
      the time of the surrender of this Warrant in connection with any exercise,
      transfer, or exchange of this Warrant, this Warrant (or, in the case of any
      exercise, the Warrant Shares issuable hereunder), shall not be registered under
      the Securities Act of 1933, as amended (the “Securities Act”) and under
      applicable state securities or blue sky laws, the Company may require, as a
      condition of allowing such exercise, transfer, or exchange, (i) that the holder
      or transferee of this Warrant, as the case may be, furnish to the Company a
      written opinion of counsel, which opinion and counsel are acceptable to the
      Company, to the effect that such exercise, transfer, or exchange may be made
      without registration under said Act and under applicable state securities or
      blue sky laws, (ii) that the holder or transferee execute and deliver to the
      Company an investment letter in form and substance acceptable to the Company
      and
      (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)
      promulgated under the Securities Act; provided that no such opinion, letter
      or
      status as an “accredited investor” shall be required in connection with a
      transfer pursuant to Rule 144 under the Securities Act. The first holder of
      this
      Warrant, by taking and holding the same, represents to the Company that such
      holder is acquiring this Warrant for investment and not with a view to the
      distribution thereof. In no event shall the Holder be permitted to assign the
      Warrant unless provided with express written consent by the
      Company.

     

    8. [Intentionally
      Omitted] 

     

    9. Notices.
      All
      notices, requests, and other communications required or permitted to be given
      or
      delivered hereunder to the holder of this Warrant shall be in writing, and
      shall
      be personally delivered, or shall be sent by certified or registered mail or
      by
      recognized overnight mail courier, postage prepaid and addressed, to such holder
      at the address shown for such holder on the books of the Company, or at such
      other address as shall have been furnished to the Company by notice from such
      holder. All notices, requests, and other communications required or permitted
      to
      be given or delivered hereunder to the Company shall be in writing, and shall
      be
      personally delivered, or shall
      be
      sent by certified or registered mail or by recognized overnight mail courier,
      postage prepaid and addressed, to the office of the Company at the address
      set
      forth in the Subscription Agreement, or at such other address as shall have
      been
      furnished to the holder of this Warrant by notice from the Company. Any such
      notice, request, or other communication may be sent by facsimile, but shall
      in
      such case be subsequently confirmed by a writing personally delivered or sent
      by
      certified or registered mail or by recognized overnight mail courier as provided
      above. All notices, requests, and other communications shall be deemed to have
      been given either at the time of the receipt thereof by the person entitled
      to
      receive such notice at the address of such person for purposes of this Paragraph
      9, or, if mailed by registered or certified mail or with a recognized overnight
      mail courier upon deposit with the United States Post Office or such overnight
      mail courier, if postage is prepaid and the mailing is properly addressed,
      as
      the case may be.


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    10. Governing
      Law. THIS
      WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS
      OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
      LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
      UNITED STATES FEDERAL COURTS LOCATED IN LOS ANGELES, CALIFORNIA WITH RESPECT
      TO
      ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN
      CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH
      PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
      MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE
      OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY
      RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
      PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN
      ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL
      NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE
      AND
      MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
      LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
      THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING
      ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH
      DISPUTE.

     

    11. Miscellaneous.

     

    (a) Amendments.
      This
      Warrant and any provision hereof may only be amended by an instrument in writing
      signed by the Company and the holder hereof.

     

    (b) Descriptive
      Headings.
      The
      descriptive headings of the several paragraphs of this Warrant are inserted
      for
      purposes of reference only, and shall not affect the meaning or construction
      of
      any of the provisions hereof.

     

    (c) Remedies.
      The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable harm to the holder, by vitiating the intent and purpose of the
      transaction contemplated hereby. Accordingly, the Company acknowledges that
      the
      remedy at law for a breach of its obligations under this Warrant will be
      inadequate and agrees, in the event of a breach or threatened breach by the
      Company of the provisions of this Warrant, that the holder shall be entitled,
      in
      addition to all other available remedies at law or in equity, and in addition
      to
      the penalties assessable herein, to an injunction or injunctions restraining,
      preventing or curing any breach of this Warrant and to enforce specifically
      the
      terms and provisions thereof, without the necessity of showing economic loss
      and
      without any bond or other security being required.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused this Warrant to be signed by its duly authorized
      officer.

     

    
      	
              EMVELCO
                CORP.

            
	      
	
              By:

            	     

	 	
              Yossi
                Attia

            
	 	
              Chief
                Executive Officer

            


    

    


    Dated
      as
      of May __, 2008


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    FORM
      OF EXERCISE AGREEMENT

     

    Dated:
      ________ __, 20__

     

    To: ______________________

     

    The
      undersigned, pursuant to the provisions set forth in the within Warrant, hereby
      agrees to purchase ________ shares of Common Stock covered by such Warrant,
      and
      makes payment herewith in full therefor at the price per share provided by
      such
      Warrant in cash or by certified or official bank check in the amount of equal
      to
      $_________. Please issue a certificate or certificates for such shares of Common
      Stock in the name of and pay any cash for any fractional share to:

     

    
      	
              Name:
                

            	
                    
                

            
	 	  
	
              Signature:

            
	
              Address:

            	
                 
                

            
	
               

            	
                     
                

            


    

    


    
      	
              Note:     

            	
              The
                above signature should correspond exactly with the name on the face
                of the
                within Warrant, if applicable.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    FORM
      OF ASSIGNMENT


     

    FOR
      VALUE RECEIVED,
      the
      undersigned hereby sells, assigns, and transfers all the rights of the
      undersigned under the within Warrant, with respect to the number of shares
      of
      Common Stock covered thereby set forth hereinbelow, to:


     

    
      	
              Name
                of Assignee

            	 	
              Address

            	 	
              No
                of Shares

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

     

    ,
      and
      hereby irrevocably constitutes and appoints ___________________________________
      as agent and attorney-in-fact to transfer said Warrant on the books of the
      within-named corporation, with full power of substitution in the
      premises.

     

    Dated: ________
      __, 20__

     

    
      	
              In
                the presence of:

            	
               

            	     


    

    


    
      	
              Name:

            	       
	 	 


    

    
      	
              Signature:

            	 
	
              Title
                of Signing Officer or Agent (if
                any):

            


    

    
      	 	       
	
              Address:   

            	      
	 	     


    

    


    
      	
              Note:     

            	
              The
                above signature should correspond exactly with the name on the face
                of the
                within Warrant, if applicable.