**STOCK
      PURCHASE WARRANT**






**Neither
      this Warrant nor the Warrant Shares as defined herein have been registered
      under
      the Securities Act of 1933, as amended, or any applicable state securities
      laws.
      Neither this Warrant nor the Warrant Shares may be sold or transferred in the
      absence of such registration or any exemption from such registration. Any sale
      or transfer of this Warrant or the Warrant Shares must comply with the
      restrictions on transfer set forth herein.**






Right
      to
      Purchase 1,500,000 Shares of Common Stock






Dated
      as
      of April 28, 2006






Vitasti,
      Inc, a Delaware corporation (the “ Company ”),
      grants Branalex (“STI” and each of its successors and assigns, a “ Holder ”)
      a
      warrant (this “ Warrant ”)
      to
      purchase the Warrant Shares at the Purchase Price. Capitalized terms not
      otherwise defined have the definitions set forth in Appendix A .






1.Exercise
      and Expiration of Warrant.






(a) This
      Warrant is immediately exercisable and will expire upon the five year
      anniversary of the date hereof. “ Exercise
      Period ”
shall
      mean the period of time between the date hereof and the expiration of this
      Warrant in accordance with the terms hereof.






(b) This
      Warrant may be exercised during the Exercise Period by the Holder, in whole
      or
      in part, by delivering this Warrant to the Company with payment of the Purchase
      Price in U.S. dollars.






(c) Upon
      exercise of this Warrant, the Company will issue to the Holder (i) a
      certificate or certificates for the number of full Warrant Shares to which
      the
      Holder shall be entitled upon such exercise plus the value of any fractional
      share to which the Holder would otherwise be entitled,
      and (ii) in case such exercise is in part only, a new warrant or warrants
      representing the remaining Warrant Shares.






(d) 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 pursuant to Section 1(b).






2.Representations.






(a) By
      the Holder. The Holder represents and warrants to the Company as follows:






(i) It
      is an “accredited investor” within the meaning of Rule 501 of the
      Securities Act. This Warrant is acquired for the Holder’s own account for
      investment purposes and not with a view to any offering or distribution within
      the meaning of the Securities Act and any applicable state securities laws.
      The
      Holder has no present intention of selling or otherwise disposing of the Warrant
      or the Warrant Shares in violation of such laws; and






(ii) The
      Holder has sufficient knowledge and expertise in financial and business matters
      so as to be capable of evaluating the merits and risks of its investment in
      the
      Company. The Holder acknowledges that it has received all the information it
      considers necessary or appropriate for deciding whether to make this investment.
      The Holder understands that this investment involves a high degree of risk
      and
      could result in a substantial or complete loss of its investment. The Holder
      is
      capable of bearing the economic risks of such investment.






(iii) This
      Warrant has been authorized by all necessary corporate action of the Holder
      and
      constitutes a valid and legally binding obligation of the Holder, enforceable
      in
      accordance with its terms.






The
      Holder acknowledges that the Company has indicated that the Warrant and the
      Warrant Shares have not been registered under the Securities Act by reason
      of
      their issuance in a transaction exempt from the registration requirements
      thereof, and that the Warrant Shares will bear a legend stating that such
      securities have not been registered under the Securities Act and may not be
      sold
      or transferred in the absence of such registration or an exemption from such
      registration.






(b) By
      the Company. The Company represents and warrants that:






(i) It
      (A) is a corporation duly organized, validly existing and in good standing
      under the laws of the state of its organization, (B) has all requisite
      power and authority to conduct its business as now conducted and as presently
      contemplated and to consummate the transactions contemplated hereby and
      (C) is duly qualified to do business and is in good standing in each
      jurisdiction in which the character of the properties owned or leased by it
      or
      in which the transaction of its business makes such qualification necessary.






(ii) It
      has outstanding as of the date hereof but before giving effect to this Warrant,
      that number of shares of Common Stock, calculated on a fully diluted basis,
      giving effect to the conversion of all options, warrants, rights and other
      securities convertible into, or exchangeable for, Common Stock as shall be
      provided to Holder by the Company in writing as promptly as practicable
      following the date hereof.






(iii) The
      execution, delivery and performance by the Company of this Warrant (A) has
      been duly authorized by all necessary corporate action, (B) does not and will
      not contravene the Company’s charter or bylaws or any other organizational
      document and (C) does not and will not contravene any applicable law or any
      contractual restriction binding on or otherwise affecting the Company or any
      of
      its properties or result in a default under any agreement or instrument to
      which
      the Company is a party or by which the Company or its properties may be subject.






(iv) This
      Warrant has been duly executed and delivered by the Company, and is a legal,
      valid and binding obligation of the Company, enforceable against the Company
      in
      accordance with its terms, except as may be limited by applicable bankruptcy,
      insolvency, moratorium and other laws affecting the rights of creditors
      generally and general principles of equity.






(v) Assuming
      the accuracy of the representations made by the Holder in Section 2(a) hereof,
      no authorization, consent, approval, license, exemption or other action by,
      and
      no registration, qualification, designation, declaration or filing with, any
      governmental authority is or will be necessary in connection with the execution
      and delivery by the Company of this Warrant, the issuance by the Company of
      the
      Warrant Shares, the consummation of the transactions contemplated hereby, the
      performance of or compliance with the terms and conditions hereof, or to ensure
      the legality, validity, and enforceability hereof.






(vi) The
      Company has reserved solely for issuance and delivery upon the exercise of
      this
      Warrant, such number of shares of Common Stock to provide for the exercise
      in
      full of this Warrant.






(vii) Neither
      the Company, nor any of its Affiliates, nor any person acting on its or their
      behalf, has directly or indirectly made any offers or sales of any security
      or
      solicited any offers to buy any security under circumstances that would require
      registration, or the filing of a prospectus qualifying the distribution, of
      this
      Warrant being issued hereby under the Securities Act or cause the issuance
      of
      this Warrant to be integrated with any prior offering of securities of the
      Company for purposes of the Securities Act.






3.Certain
      Agreements of the Company.
      The
      Company 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, claims and encumbrances.






(b) Authorization
      and Reservation of Shares. During the Exercise Period, the Company shall have
      duly authorized a sufficient number of shares of Common Stock, free from
      preemptive rights and from any other restrictions imposed by the Company without
      the consent of the Holder, to provide for the exercise in full of this Warrant.
      The Company shall at all times during the Exercise Period reserve and keep
      available out of such authorized but unissued shares of Common Stock such number
      of shares to provide for the exercise in full of this Warrant.






(c) Listing.
      In connection with the Holder’s exercise of Registration Rights hereunder, the
      Company shall use its best efforts to promptly secure the listing of the shares
      of Common Stock issuable upon exercise of this Warrant upon each national
      securities exchange or automated quotation system, if any, upon which shares
      of
      Common Stock are then listed or become listed (subject to official notice of
      issuance upon exercise of this Warrant) and shall maintain such listing for
      so
      long as any other shares of Common Stock shall be so listed.






(d) Certain
      Actions Prohibited. The Company will not, by amendment of its charter or through
      any reorganization, transfer of assets, consolidation, merger, dissolution,
      issue or sale of securities, or any other voluntary action, avoid or seek to
      avoid the observance or performance of any of the terms to be observed or
      performed by it hereunder, but will at all times in good faith assist in the
      carrying out of all the provisions of this Warrant and in the taking of all
      such
      action as may reasonably be requested by the Holder of this Warrant in order
      to
      protect the exercise privilege of the Holder of this Warrant against dilution
      or
      other impairment, consistent with the tenor and purpose of this Warrant.






(e) Successors
      and Assigns. Except as expressly provided otherwise herein, this Warrant will
      be
      binding upon any entity succeeding to the Company by merger, consolidation,
      or
      acquisition of all or substantially all of the Company’s assets.






(f) Blue
      Sky Laws. The Company shall, on or before the date of issuance of any Warrant
      Shares, take such actions as the Company shall reasonably determine are
      necessary to qualify the Warrant Shares for, or obtain exemption for the Warrant
      Shares for, sale to the Holder of this Warrant upon the exercise hereof under
      applicable securities or “blue sky” laws of the states of the United States, and
      shall provide written evidence of any such action so taken to the Holder of
      this
      Warrant prior to such date; provided, however, that the Company shall not be
      required to qualify as a foreign corporation or file a general consent to
      service of process in any such jurisdiction.






(g) Rule 144
      Reports. For so long as the Company is subject to the reporting requirements
      of
      Section 13 or 15(d) of the Exchange Act the Company agrees to use its best
      efforts to take all actions reasonably necessary to enable the Holder to sell
      the Registrable Securities without registration under the Securities Act within
      the limitations of the exemptions provided by Rule 144 under the Securities
      Act,
      as such rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the SEC, including filing on a timely basis all reports
      required to be filed by the Exchange Act. Upon the request of the Holder, the
      Company shall deliver to the Holder a written statement as to whether it has
      complied with such requirements.






4.Antidilution
      Adjustments.
      The
      Purchase Price and the number of Warrant Shares may be adjusted from time to
      time as set forth inAppendix
      B.






5.Registration
      Rights.
      The
      Warrant shall have the Registration Rights set forth inAppendix C.
      Notwithstanding anything to the contrary contained herein (including inAppendix C),
      the
      Holder agrees not to exercise any of the registration rights set forth inAppendix Cat any
      time that it is able to sell all of its Registrable Securities pursuant to
      Rule 144 of the Securities Act in any three (3) month period.






6.Mergers;
      Transfer of Assets.
      If
      there shall occur any capital reorganization or reclassification of the
      Company’s Common Stock (other than a subdivision or combination as provided for
      in paragraph (b) ofAppendix
      B),
      or any
      consolidation or merger of the Company with or into another corporation, or
      a
      transfer of all or substantially all of the assets of the Company, then, as
      part
      of any such reorganization, reclassification, consolidation, merger or sale,
      as
      the case may be, lawful provision shall be made so that the Holder of this
      Warrant shall have the right thereafter to receive upon the exercise hereof
      the
      kind and amount of shares of stock or other securities or property which such
      Holder would have been entitled to receive if, immediately prior to any such
      reorganization, reclassification, consolidation, merger or sale, as the case
      may
      be, such Holder had held the number of shares of Common Stock which were then
      purchasable upon the exercise of this Warrant. In any such case, appropriate
      adjustment (as reasonably determined in good faith by the Board) shall be made
      in the application of the provisions set forth herein with respect to the rights
      and interests thereafter of the Holder of this Warrant, such that the provisions
      set forth herein shall thereafter be applicable, as nearly as is reasonably
      practicable, in relation to any shares of stock or other securities or property
      thereafter deliverable upon the exercise of this Warrant.






7.Transfer,
      Exchange, and Replacement






(a) Transferability.






(i) The
      Holder covenants not to transfer this Warrant or the Warrant Shares except
      in
      compliance with this Section 7(a). Subject to compliance with the transfer
      restrictions set forth in clause (ii) of this Section 7(a), this Warrant
      (in whole only), the Warrant Shares (in whole or in part) and the rights granted
      to the Holder hereof are freely transferable upon surrender of this Warrant,
      together with an assignment form, at the office or agency of the Company
      referred to in Section 8 below.






(ii) This
      Warrant shall not be transferable except (a) in whole in the event of a
      sale of the Holder, (b) in whole to any Affiliate of the Holder or
      (c) in whole to any qualified financial institution; provided that a Holder
      that is a qualified financial institution may only transfer this Warrant to
      another qualified financial institution. For purposes of this Section 7,
“qualified financial institution” means a registered broker-dealer or commercial
      bank organized and licensed under the laws of the United States of America
      or of
      any State thereof and having a combined capital and surplus of at least
      $300 million. The Holder shall not effect any transfer except pursuant to a
      transaction either registered, or exempt from registration, under the Securities
      Act. Prior to any transfer in reliance upon an exemption from such registration
      other than Rule 144 of the Securities Act, the Holder shall provide to the
      Company an opinion letter from counsel to the Holder (which counsel may include
      in-house counsel), reasonably satisfactory to the Company, opining that such
      transfer does not require registration under the Securities Act. The transferee,
      by acceptance of this Warrant, acknowledges that it takes such warrant subject
      to the terms and conditions hereof. Until due presentment for registration
      of
      transfer on the books of the Company, the Company may treat the registered
      Holder hereof as the owner hereof for all purposes, and the Company shall not
      be
      affected by any notice to the contrary.






(b) 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.






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






(d) Warrant
      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.






8.Notices.
      Any
      notices required or permitted to be given under the terms of this Warrant shall
      be sent by certified or registered mail (return receipt requested) or delivered
      personally or by courier or by confirmed telecopy, and shall be effective five
      days after being placed in the mail, if mailed, or upon receipt or refusal
      of
      receipt, if delivered personally or by courier, or by confirmed telecopy, in
      each case addressed to a party. The addresses for such communications shall
      be:




If
                to the Company:
              
              Vitasti,
                Inc.
              100-1001
                CHURCHILL CRESCENT
              NORTH
                VANCOUVER A1 V7P 1T2
              Tel.
                (604) 980-6693
              Fax
                (604) 980-6675
            If
                to STI or Holder:With
                a Copy to:
              
              SteadyLaw
                Group, LLP
              3580
                Utah Street
              San
                Diego, CA 92104
              Tel.
                (619) 892-3006
              Fax
                (619) 330-1888
            With
                a Copy to:











If
      to any
      other Holder, at such address as such Holder shall have provided in writing
      to
      the Company, or at such other address as any Holder furnishes by notice given
      in
      accordance with this Section 8.






9.Governing
      Law; Jurisdiction and Venue.
      This
      Warrant shall be governed by the laws of the State of Delaware, without regard
      to conflicts or choice of law rules or principles. Each of the Company and
      the
      Holder submits to the jurisdiction and venue of the federal and state courts
      of
      New York, County of New York, to resolve all issues that may arise out of or
      relate to this Warrant. The parties waive any right to a jury trial.






10.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) U.S.
      Dollars. All references in this Warrant to “ dollars ”
or
      “ $ ”
shall
      mean the U.S. dollar.






(c) Fractional
      Shares. The Company shall not be required upon the exercise of this Warrant
      to
      issue any fractional shares, but shall make an adjustment therefor in cash
      on
      the basis of the fair market value per share of Common Stock, as determined
      in
      good faith by the Board.






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






(e) Business
      Day. For purposes of this Warrant, the term “ business
      day ”
means
      any day, other than a Saturday or Sunday or a day on which banking institutions
      in New York, New York or the city and state provided in Section 8 hereof
      for notices to the Company, are authorized or obligated by law, regulation
      or
      executive order to close.






(f) Counterparts.
      This agreement may be executed in counterparts, and any such executed
      counterpart shall be, and shall be deemed to be, an original instrument.






(g) Severability.
      If any term, provision, covenant or restriction of this Agreement is held by
      a
      court of competent jurisdiction to be invalid, void or unenforceable, it shall
      be deemed replaced with a valid and enforceable provision, which comes as close
      as possible to the economic purpose of the invalid, void or unenforceable
      provision, and the remainder of the terms, provisions, covenants and
      restrictions of this Agreement shall remain in full force and effect and shall
      in no way be affected, impaired or invalidated.






(h) Successors
      and Assigns. This Agreement shall be binding on, and shall inure to the benefit
      of, the parties hereto and their respective successors and assigns.






(i) Survival.
      The representations, warranties and covenants made by the parties hereto shall
      survive the execution and delivery of this Agreement.






(j) No
      Stockholder Rights. Prior to the exercise of this Warrant, the Holder shall
      not
      be entitled to any rights of a stockholder with respect to the Warrant Shares,
      including without limitation the right to vote the Warrant Shares, receive
      dividends or other distributions thereon, or be notified of a stockholder
      meeting or receive any notice or communication regarding the business or affairs
      of the Company.

























IN
      WITNESS WHEREOF, the undersigned have executed this Warrant as of the date
      first
      written above.




VITASTI,
      INC.











___________________________


By:


Its:





Dated:





BRANALEX











___________________________


By:


Its:





Dated:





HOLDERS:





(1)_________________________





(2)_________________________





(3)_________________________





(4)_________________________



















***Appendix A
      — Definitions***






“ Affiliate ”
shall
      mean any entity directly or indirectly controlled by, controlling or under
      common control with another entity.






“ Board ”
shall
      mean the Board of Directors of the Company.






“ Company ”
shall
      have the meaning specified in the initial paragraph of the Warrant.






“ Common
      Stock ”
shall
      mean the common shares of the Company.






“ Exchange
      Act ”
shall
      mean the Securities Exchange Act of 1934, as amended.






“ Exercise
      Period ”
shall
      have the meaning specified in Section 1(a) of the Warrant.






“ Holder ”
shall
      have the meaning specified in the initial paragraph of the Warrant.






“ STI ”
shall
      have the meaning specified in the initial paragraph of the Warrant.






“ Market
      Price ”
shall
      mean the following: (i) the average of the closing sale prices for the
      shares of Common Stock as reported on the principal trading exchange or the
      OTC
      BB for the Common Stock for the five (5) consecutive trading days
      immediately preceding such date, or if no sale price is so reported for such
      period, the last bid price for such period, or (ii) if the foregoing does
      not apply, the last sale price of such security in the over-the-counter market
      on the pink sheets or bulletin board for such security on the last trading
      day
      immediately preceding such date, or if no sale price is so reported for such
      security, the average of the last bid and ask price for such security on the
      last trading day immediately preceding such date, or (iii) if market value
      cannot be calculated as of such date on any of the foregoing bases, the Market
      Price shall be the fair market value as reasonably determined by an investment
      banking firm selected by the Company and reasonably acceptable to the Holder,
      with the costs of the appraisal to be borne by the Company.






“ Person ”
or
      “ person ”
shall
      mean all natural persons, corporations, business trusts, associations,
      companies, partnerships, joint ventures, governments, agencies, political
      subdivisions and other entities.






“ Piggyback
      Registration Right ”
shall
      mean a right of the Holder under Appendix C(a)






“ Purchase
      Price ”
shall
      mean $0.05 per share of Common Stock, as may be adjusted from time to time
      pursuant to Appendix B .









“ Registrable
      Securities ”
shall
      mean the Warrant Shares issued or issuable with respect to the Warrant.






“ Registration
      Expenses ”
shall
      mean all expenses incident to the Company’s performance of or compliance with
      the registration provisions of Appendix C herein,
      including without limitation (i) all fees and expenses of compliance with
      federal securities and state securities laws; (ii) all U.S. Securities and
      Exchange Commission and state securities laws filing fees; (iii) all
      printing expenses; (iv) all fees and disbursements of counsel for the
      Company; and (v) all fees and disbursements of accountants of the Company,
      but excluding (i) underwriter’s discounts, selling commissions and stock
      transfer taxes relating to securities sold by the Selling Holder; (ii) filings
      made with the NASD and counsel fees in connection therewith; and (iii) fees
      and
      disbursements of counsel for the Selling Holder.






“ Registration
      Rights ”
shall
      mean the Piggyback, Demand and SB-2 registration rights set forth in Appendix C .






“ SB-2
      Registration Right ”
shall
      mean a right of the Holder under Appendix C(c) .






“ Securities
      Act ”
shall
      mean the Securities Act of 1933, as amended.






“ Selling
      Holder ”
shall
      have the meaning specified in Appendix
      C(d)(ii) of the
      Warrant.






“ Warrant ”
shall
      have the meaning specified in the initial paragraph of the Warrant.






“ Warrant
      Shares ”
shall
      mean shares of Common Stock, as may be adjusted from time to time pursuant
      to Appendix B .













***Appendix B
      — Antidilution Provisions***






(a)
      Reserved.






(b) Recapitalizations.
      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, 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, the Purchase Price in effect
      immediately prior to such combination shall, simultaneously with the
      effectiveness of such combination, be proportionately increased. See
      also paragraph (c) of this Appendix B (“Adjustment in Number of Warrant
      Shares”).






(c) Adjustment
      in Number of Warrant Shares. When any adjustment is required to be made in
      the
      Purchase Price, the number of Warrant Shares 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.






(d) Certificate
      of Adjustment. When any adjustment is required to be made pursuant to this Appendix B ,
      the
      Company shall promptly mail to the Holder a certificate setting forth the
      Purchase Price after such adjustment and setting forth a brief statement of
      the
      facts requiring such adjustment. Such certificate shall also set forth the
      kind
      and amount of stock or other securities or property into which this Warrant
      shall be exercisable following such adjustment.






(e) Other
      Notices. In case at any time:






(i) the
      Company shall declare any dividend upon the Common Stock payable in shares
      of
      stock of any class or make any other distribution (other than dividends or
      distributions payable in cash out of retained earnings consistent with the
      Company’s past practices with respect to declaring dividends and making
      distributions) to the holders of the Common Stock;






(ii) the
      Company shall offer for subscription pro rata to the holders of the Common
      Stock
      any additional shares of stock of any class or other rights;






(iii) there
      shall be any capital reorganization of the Company, or reclassification of
      the
      Common Stock, or consolidation or merger of the Company with or into, or sale
      of
      all or substantially all of its assets to, another corporation or entity; or






(iv) there
      shall be a voluntary or involuntary dissolution, liquidation or winding-up
      of
      the Company; then, in each such case, the Company shall give to the Holder
      (a) notice of the date on which the books of the Company shall close or a
      record shall be taken for determining the holders of Common Stock entitled
      to
      receive any such dividend, distribution, or subscription rights or for
      determining the holders of Common Stock entitled to vote in respect of any
      such
      reorganization, reclassification, consolidation, merger, sale, dissolution,
      liquidation or winding-up and (b) in the case of any such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation or
      winding-up, notice of the date (or, if not then known, a reasonable estimate
      thereof by the Company) when the same shall take place. Such notice shall also
      specify the date on which the holders of Common Stock shall be entitled to
      receive such dividend, distribution, or subscription rights or to exchange
      their
      Common Stock for stock or other securities or property deliverable upon such
      reorganization, reclassification, consolidation, merger, sale, dissolution,
      liquidation, or winding-up, as the case may be. Such notice shall be given
      at
      least thirty (30) days prior to the record date or the date on which the
      Company’s books are closed in respect thereto. Failure to give any such notice
      or any defect therein shall not affect the validity of the proceedings referred
      to in clauses (i), (ii), (iii) and (iv) above.






(f) Certain
      Events. If, at any time during the Exercise Period, any event occurs of the
      type
      contemplated by the adjustment provisions of this Appendix B but not
      expressly provided for by such provisions, the Company will give notice of
      such
      event, and the Board will make an appropriate adjustment in the Purchase Price
      and the number of shares of Common Stock acquirable upon exercise of this
      Warrant so that the rights of the Holder shall be neither enhanced nor
      diminished by such event.













***Appendix C
      — Registration Rights***






(a) Piggyback
      Registration.






(i) Participation.
      If the Company elects to file a registration statement under the Securities
      Act
      covering the offer and sale of any Common Stock (or equity securities converted
      into Common Stock) in connection with any public offering (other than a
      registration statement on Form S-8 or Form S-4, or their successors, or any
      other form for a similar limited purpose, or any registration statement covering
      only securities proposed to be issued in exchange for securities or assets
      of
      another corporation), the Company shall give written notice thereof to the
      Holder at least twenty business days before filing. The Holder shall have a
      Piggyback Registration Right to participate in such offering on a pro rata
      basis
      with the Company and any other Holders upon the giving of notice to the Company
      within ten business days of receipt by it of notice from the Company. If the
      Holder notifies the Company of its intent to exercise such Piggyback
      Registration Right, subject to (a)(ii) below, the Company shall include in
      such
      registration statement such number of shares of Registrable Securities as
      requested by the Holder. Such Registrable Securities shall be included in the
      underwriting for the public offering on the same terms and conditions as the
      securities otherwise being sold in such offering.






(ii) Underwriters’
      Cutback. If, in the opinion of the managing underwriter of such offering the
      inclusion of all of the shares of Registrable Securities and other Common Stock
      requested to be registered would be inappropriate, then the number of shares
      of
      Registrable Securities and other Common Stock to be included in the offering
      shall be reduced, with the participation in such offering to be in the following
      order of priority: (1) first, securities to be issued by the Company shall
      be included, and (2) second, any other Common Stock required to be included
      pursuant to any demand registration right granted to such other holder of Common
      Stock shall be included, and (3) third Registrable Securities and any other
      Common Stock requested to be included, on a pro rata basis (based upon the
      number of registrable securities owned by the Holder and the holders of Common
      Stock requesting participation in the offering), shall be included.






(iii) Registrant
      Controls. The Company may decline to file a Registration Statement after giving
      notice to any Holder, or withdraw a Registration Statement after filing and
      after such notice, but prior to the effectiveness thereof, provided that such
      registrant shall promptly notify each Holder of Registrable Securities in
      writing of any such action and provided further that such registrant shall
      bear
      all reasonable expenses incurred by such Holder of Registrable Securities or
      otherwise in connection with such withdrawn Registration Statement.






(iv) Underwriting
      Agreement. In connection with any registration under this Section
      (a) involving an underwriting, the Company shall not be required to include
      any Registrable Shares in such registration unless the Holder accepts the terms
      of the underwriting as determined by the underwriters selected by the Company
      (provided that such terms must be consistent with this Agreement and provided,
      further, that any inability of the Holder to agree with the underwriters shall
      not restrict the ability of the Company to proceed with the registration).






(b) [Reserved]






(c) Registration
      on Form SB-2.






(i) The
      Company will use its best efforts to qualify for the registration of its
      securities on Form SB-2 (or any successor form). Subject to paragraph
      (iii) below, Holders owning or having the right to purchase a majority of
      the Registrable Securities may request on one occasion by written notice to
      the
      Company that the Company file a Registration Statement on Form SB-2 (or any
      successor form) for a public offering of Registrable Securities the reasonably
      anticipated aggregate price to the public of which, net of underwriting
      discounts and commissions, would exceed $100,000. The Company shall use its
      best
      efforts to cause such Registrable Shares to be registered for the offering
      on
      such form and to cause such Registrable Securities to be qualified in such
      jurisdictions as the Holder may reasonably request; provided , however ,
      that
      the Company shall not be required to effect more than one (1) such
      registration at the request of the Holders. The Company shall prepare and file
      any amendments and supplements to such registration statement and the prospectus
      used in connection with such registration statement as may be necessary to
      comply with the provisions of the Securities Act with respect to the disposition
      of all the Registrable Securities.






(ii) Notwithstanding
      the foregoing, the Company shall not be obligated to take any action pursuant
      to
      this section (c) during the period starting with the date sixty
      (60) days prior to the Company’s good faith estimate of the date of filing
      of, and ending on a date one hundred eighty (180) days following the
      effective date of, a Company-initiated Registration Statement that is subject
      to
      paragraph (a) of this Appendix C , provided that the
      Company is actively employing in good faith all reasonable effort to cause
      such
      Registration Statement to become effective.






(iii) If
      the Company is requested to effect a Registration Statement on Form SB-2 and
      the
      Company furnishes to the Holders of Registrable Securities requesting such
      registration a notice certified by the President or Chief Financial Officer
      of
      the Company stating that in the good faith judgment of the Company it would
      be
      seriously detrimental to the Company and its stockholders for such registration
      statement to be filed, the Company shall have the right to defer such filing
      for
      a period of not more than 120 days after receipt of the request for such
      registration from the Holder or Holders of Registrable Securities requesting
      such registration; provided that during such time the Company may not file
      a
      registration statement (other than a registration statement on Form S-4 or
      Form
      S-8 or a registration statement already approved by the Board) for securities
      to
      be issued and sold for its own account or that of anyone other than the Holder
      or Holders of Registrable Securities requesting such registration.






(d) Indemnification.






(i) Indemnification
      by the Company. The Company agrees to indemnify and hold harmless any Holder
      of
      Registrable Securities which has included Registrable Securities in a
      registration statement, its officers, directors and agents and each Person,
      if
      any, who controls such Holder within the meaning of Section 15 of the
      Securities Act or Section 20 of the Exchange Act from and against any and
      all losses, claims, damages, liabilities and expenses (including reasonable
      attorneys fees and costs of investigation) arising out of or based upon any
      untrue statement or alleged untrue statement of a material fact contained in
      any
      registration statement or final prospectus relating to the Registrable
      Securities or in any amendment or supplement thereto or in any preliminary
      prospectus, or arising out of or based upon any omission or alleged omission
      to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading, except insofar as such losses, claims,
      damages, liabilities or expenses arise out of, or are based upon, any such
      untrue statement or omission based upon information furnished in writing to
      Company by the Holder of the Registrable Securities or on such Holder’s behalf
      expressly for use therein; provided, that with respect to any untrue statement
      or omission made in any preliminary prospectus, the indemnity agreement
      contained in this paragraph shall not apply to the extent that any such loss,
      claim, damage, liability or expense results from the fact that a current copy
      of
      the prospectus was not sent or given to the person asserting any such loss,
      claim, damage, liability or expense at or prior to the written confirmation
      of
      the sale of the Registrable Securities concerned if it is determined that it
      was
      the responsibility of the Holder of such Registrable Securities to provide
      such
      person with a current copy of the prospectus and such current copy of the
      prospectus would have cured the defect giving rise to such loss, claim, damage,
      liability or expense. It is agreed that the foregoing indemnity shall not apply
      to amounts paid in settlement of any such loss, claim, damage, liability or
      expense if such settlement is effected without the consent of the Company.
      The
      Company also agrees to indemnify any underwriters of the Registrable Securities,
      their officers and directors and each person who controls such underwriters
      on
      substantially the same basis as that of the indemnification of the Holder of
      such Registrable Securities provided in this section (d).






(ii) Indemnification
      by the Holder of Registrable Securities. The Holder of Registrable Securities,
      to the extent it is selling Registrable Securities (“ Selling
      Holder ”),
      agrees to indemnify and hold harmless the Company, its directors and officers
      and each Person, if any, who controls the Company within the meaning of either
      Section 15 of the Securities Act or Section 20 of the Exchange Act to
      the same extent as the foregoing indemnity from the Company to the Selling
      Holder, but only with respect to, and to the extent that, information furnished
      in writing by the Selling Holder or on the Selling Holder’s behalf expressly for
      use in any registration statement or final prospectus relating to the
      Registrable Securities (or any amendment or supplement thereto, or any
      preliminary prospectus) which contained an untrue statement or alleged untrue
      statement of a material fact or omitted or allegedly omitted to state therein
      a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading. It is agreed that the foregoing indemnity shall not
      apply to amounts paid in settlement of any such loss, claim, damage, liability
      or expense if such settlement is effected without the consent of the Selling
      Holder. Notwithstanding anything to the contrary contained herein, the liability
      of the Holder hereunder shall be limited to the proportion of any such loss,
      claim, damage, liability or expense that is equal to the proportion that the
      public offering price of the shares of Registrable Securities sold by the Holder
      bears to the total public offering price of all securities sold in such
      offering. The Selling Holder also agrees to indemnify and hold harmless the
      underwriters on substantially the same basis of that of the indemnification
      of
      the Company provided in the preceding subsection.






(e) Contribution.
      If the indemnification provided for in this Appendix C is
      unavailable to the Company, the Selling Holder or the underwriters in respect
      of
      any losses, claims, damages, liabilities, expenses or judgments referred to
      herein, then each such indemnifying party, in lieu of indemnifying such
      indemnified party, shall contribute to the amount paid or payable by such
      indemnified party as a result of such losses, claims, damages, liabilities,
      expenses and judgments (i) as between the Company and the Selling Holder on
      the one hand and the underwriters on the other, in such proportion as is
      appropriate to reflect the relative benefits received by the Company and the
      Selling Holder on the one hand and the underwriters on the other from the
      offering of the Registrable Securities, or if such allocation is not permitted
      by applicable law, in such proportion as is appropriate to reflect not only
      such
      relative benefits but also the relative fault of the Company and the Selling
      Holder on the one hand and of the underwriters on the other in connection with
      the statements or omissions which resulted in such losses, claims, damages,
      liabilities, expenses or judgments, as well as any other relevant equitable
      considerations and (ii) as between the Company on the one hand and each
      Selling Holder on the other, in such proportion as is appropriate to reflect
      the
      relative fault of the Company and of each Selling Holder in connection with
      such
      statements or omissions, as well as any other relevant equitable considerations.
      The relative benefits received by the Company and the Selling Holder on the
      one
      hand and the underwriters on the other shall be deemed to be in the same
      proportion as the total proceeds from the offering (net of underwriting
      discounts and commissions but before deducting expenses) received by the Company
      and the Selling Holder bear to the total underwriting discounts and commissions
      received by the underwriters, in each case as set forth in the table on the
      cover page of the prospectus. The relative fault of the Company on the one
      hand
      and of each Selling Holder on the other shall be determined by reference to,
      among other things, whether the untrue or alleged untrue statement of a material
      fact or the omission or alleged omission to state a material fact relates to
      information supplied by such party, and the party’s relative intent, knowledge,
      access to information and opportunity to correct or prevent such statement
      or
      omission. The Company and the Holder agree that it would not be just and
      equitable if contribution pursuant to this section were determined by pro rata
      allocation or by any other method of allocation which does not take account
      of
      the equitable considerations referred to in the immediately preceding paragraph.
      The amount paid or payable by an indemnified party as a result of the losses,
      claims, damages, liabilities, expenses or judgments referred to in the
      immediately preceding paragraph shall be deemed to include, subject to the
      limitations set forth above, any legal or other expenses reasonably incurred
      by
      such indemnified party in connection with investigating or defending any such
      action or claim. Notwithstanding the provisions of this section, no underwriter
      shall be required to contribute any amount in excess of the amount by which
      the
      total price at which the Registrable Securities underwritten by it and
      distributed to the public were offered to the public exceeds the amount of
      any
      damages which such underwriter has otherwise been required to pay by reason
      of
      such untrue or alleged untrue statement or omission or alleged omission, and
      no
      Selling Holder shall be required to contribute any amount in excess of the
      amount by which the total price at which the Registrable Securities of such
      Selling Holder were offered to the public exceeds the amount of any damages
      which such Selling Holder has otherwise been required to pay by reason of such
      untrue or alleged untrue statement or omission or alleged omission. No person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any person who was
      not guilty of such fraudulent misrepresentation.






(f) Registration
      Expenses and Enforcement.






(i) Registrations
      Rights. The Company shall bear all Registration Expenses incurred in connection
      with Piggyback Registration Rights, the Demand Registration Right and the SB-2
      Registration Right.






(ii) Expenses
      of Registrant. The Company shall pay its internal expenses (including, without
      limitation, all salaries and expenses of its officers and employees performing
      legal or accounting duties), the expense of any annual audit, the fees and
      expenses incurred in connection with any listing of the securities to be
      registered on a securities exchange, and the fees and expenses of any person,
      including special experts, retained by the Company.






(iii) Enforcement
      of Registration Rights. Notwithstanding anything to the contrary contained
      herein, the Company hereby agrees that each Holder of Registrable Securities
      shall be entitled to specific performance of the registration rights hereunder.






(g) Assignment
      of Registration Rights. Any of the rights of the Holders under this
      Appendix C, including the right to have the Company register Registrable
      Securities pursuant to this Agreement, may be assigned by each Holder to any
      permitted transferee if: (i) the Holder agrees in writing with the
      transferee or assignee to assign such rights, and a copy of such agreement
      is
      furnished to the Company after such assignment, (ii) the Company is
      furnished with written notice of (A) the name and address of such
      transferee or assignee, and (B) the securities with respect to which such
      registration rights are being transferred or assigned, (iii) following such
      transfer or assignment, the further disposition of such securities by the
      transferee or assignee is restricted under the Securities Act and applicable
      state securities laws, and (iv) such transfer shall have been made in
      accordance with the applicable requirements of the Warrant. The transferee,
      by
      acceptance of the transfer of any registration rights hereunder, acknowledges
      that it takes such rights subject to the terms and conditions hereof. Upon
      any
      transfer of less than all of its Registrable Securities, the Holder retains
      registration rights with respect to Registrable Securities held by
      it.