SUBSCRIPTION
      AGREEMENT

    


    


    Gentlemen:

    


    The
      undersigned has received and read the Confidential Private Placement Memorandum,
      dated April 2, 2007, this Subscription Agreement, the Form of Debenture attached
      as Exhibit A and Form of Stock Purchase Warrants attached as Exhibit B. (the
      “Offering Documents”), which offers to the undersigned subscriptions to the
      Notes XIOM Corp., (the “Notes”) a Delaware Corporation (the “Company”). Terms
      used and not defined herein have the same meanings as in the Offering
      Documents.

    


    1.
       Subscription.
      Subject
      to the terms and conditions of this Subscription Agreement, the provisions
      of
      this Offering Documents and the attached as Exhibits to the Offering Documents,
      the undersigned hereby subscribes to common shares in the Company equal to
      the
      number of Shares and dollar amount set forth below, and the undersigned hereby
      agrees that this subscription shall be irrevocable and shall survive the death
      or disability of the undersigned. Payment of the dollar amount so subscribed
      for
      is due upon subscription, and represents the undersigned's capital contribution
      to the Company. In addition, all funds tendered as capital contributions to
      the
      Company will be deposited into the Company's operating account.

    


    2.
       Acceptance
      of Subscription.
      The
      undersigned acknowledges that the Company has the right to accept or reject
      this
      subscription, in whole or in part, and that this subscription shall be deemed
      to
      be accepted by the Company only when it is signed by the designated officer
      of
      Xiom Corp. (“The Management”). The undersigned agrees that subscriptions need
      not be accepted in the order they are received.

    


    4.
       Representations.
      Warranties and Covenants of the Undersigned. The undersigned hereby represents
      and warrants to and covenants with the Company, the management, their respective
      agents and employees and the Representative or Broker-Dealer who has solicited
      this subscription as follows:

    


    (a)
       The
      undersigned has adequate means of providing for his current needs and possible
      personal contingencies, and he has no need, and anticipates no need in the
      foreseeable future, to sell the Securities for which he hereby subscribes.
      The
      undersigned is able to bear the economic risks of this investment and,
      consequently, without limiting the generality of the foregoing, he is able
      to
      hold his Securities for an indefinite period of time and has a sufficient net
      worth to sustain a loss of his entire investment in the Company if such loss
      should occur.

    


    (b)
       The
      undersigned has a net worth, or joint net worth with that person's spouse,
      at
      the time of purchase that exceeds $1,000,000; or he has an individual income
      in
      excess of $200,000 in each of the two most recent years or joint income with
      that person's spouse in excess of $300,000 in each of those years and who
      reasonably expects to reach the same income level in the current year; or is
      otherwise an “Accredited Investor”. The undersigned understands that he must
      also meet additional suitability standards and/or financial requirements in
      the
      jurisdiction in which he resides, or is purchasing in a fiduciary capacity
      for a
      person or account meeting such suitability standards and/or financial
      requirements, and he is not a minor.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    (c)
       The
      undersigned has such knowledge and experience in financial and business matters
      that he is capable of evaluating the merits and risks of an investment in the
      Company.

    


    (d)
       The
      undersigned has received, read and is familiar with the Offering Documents,
      and
      confirms that all documents, records and books pertaining to his proposed
      investment in the Company have been made available to him.

    


    (e)
       The
      undersigned has had an opportunity to ask questions of and receive satisfactory
      answers from the Company, or any person or persons acting on the Company's
      behalf, concerning the terms and conditions of this investment, and all such
      questions have been answered to the full satisfaction of the
      undersigned.

    


    (f)
       The
      Securities for which the undersigned hereby subscribes will be acquired for
      his
      own account for investment in a manner that would not require registration
      under
      the Securities Act, and he does not now have any reason to anticipate any change
      in his circumstances or other particular occasion or event that would cause
      him
      to sell his Securities. In addition, the undersing represent and warrants that
      the Securities will only be sold pursuant ot the requirements of the exemption
      under which they are sold, including sales only to other “Accredited
      Investors”.

    


    (g)
       The
      undersigned represents that: (i) it has been called to his attention, both
      in
      the Offering Documents and by those individuals with whom he has dealt in
      connection with his investment in the Company, that his investment in the
      Company involves a high degree of risk which may result in the loss of the
      total
      amount of his investment; and (ii) that any projections in the Offering
      Documents are mere estimates and may not reflect the actual results of the
      Company's operations.

    


    (h)
       The
      undersigned has received no representations or warranties (other than any
      contained in the Offering Documents) from the Company, the management or their
      respective Affiliates, employees or agents and, in making his investment
      decision, he is relying solely on the information made available to
      him,

    


    (i)  The
      undersigned is now a bona fide citizen of the United States of America and
      a
      bona fide resident of the state set forth below and the address and Social
      Security number or federal tax identification number set forth below are his
      true and correct residence and Social Security number or federal tax
      identification number. The undersigned has no current intention of becoming
      a
      resident of any other state or jurisdiction. If the undersigned is a
      corporation, partnership, trust or other form of business organization, it
      represents and warrants that it was formed under the laws of, and its principal
      place of business is within, such state and that it was not organized for the
      purpose of acquiring the Shares.

    


    (k) The
      undersigned understands that no securities administrator of any state has made
      any finding or determination relating to the fairness for investment of the
      Securities and that no securities administrator of any state has or will
      recommend or endorse any offering of Securities.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    5.
       Indemnification.  The
      undersigned acknowledges that he understands the meaning and legal consequences
      of the representations, warranties, and covenants in Paragraph 4 hereof and
      the
      Company has relied upon such representations, warranties and covenants and
      he
      hereby agrees to indemnify and hold harmless the Company, and its respective
      offices, directors, controlling person, agents and employees, and the
      Representative or Selling Dealer who has solicited this subscription, from
      and
      against any and all loss, damage or liability due to or arising out of a breach
      of any such representation, warranty or covenant. Notwithstanding, the
      foregoing, however, no representation, warranty, acknowledgment or agreement
      made herein by the undersigned shall in any manner be deemed to constitute
      a
      waiver of any rights granted to him under federal or state securities laws.
      All
      representations, warranties and covenants contained in this Subscription
      Agreement, and the indemnification contained in this Paragraph 4, shall survive
      the acceptance of this subscription and the formation of the
      Company.

    


    6.
       Arbitration.  ANY
      AND
      ALL CONTROVERSIES, DISPUTES OR CLAIMS BETWEEN THE UNDERSIGNED AND THE COMPANY,
      OR THE SELLING BROKER, OR THE AGENTS, REPRESENTATIVES, EMPLOYEES, DIRECTORS,
      OFFICERS OR CONTROL PERSONS OF THE COMPANY OR THE SELLING BROKER ARISING OUT
      OF,
      IN CONNECTION WITH, OR WITH RESPECT TO (a) ANY CONTROVERSY ARISING OF OR THE
      VALIDITY OF THIS AGREEMENT OR ANY RELATED AGREEMENTS (b) THE RELATIONSHIP OF
      THE
      PARTIES HERETO, OR (c) ANY CONTROVERSY ARISING OUT OF YOUR BUSINESS, THE SELLING
      BROKER’S BUSINESS OR THE UNDERSIGNED ACCOUNTS, SHALL BE CONDUCTED PURSUANT TO
      THE CODE OF ARBITRATION PROCEDURE OF THE NASD. ARBITRATION MUST BE COMMENCED
      BY
      SERVICE OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION
      TO
      ARBITRATE. THE DECISION AND AWARD OF THE ARBITRATOR(S) SHALL BE CONCLUSIVE
      AND
      BINDING UPON ALL PARTIES, AND ANY OTHER JUDGMENT UPON ANY AWARD RENDERED MAY
      BE
      ENTERED IN A COURT HAVING JURISDICTION THEREOF, AND NEITHER PARTY SHALL OPPOSE
      SUCH ENTRY. No person shall bring a putative or certified class action to
      arbitration, nor seek to enforce any pre-dispute arbitration agreement against
      any person who has initiated in court a putative class action or who is a member
      of a putative class who has opted out of the class with respect to any claims
      encompassed by the putative class until (i) the class certificate is denied,
      or
      (ii) the class is de-certified, or (iii) the existence is excluded from the
      class by the courts. Such forbearance to enforce an agreement to arbitrate
      shall
      not constitute a waiver of any rights under this agreement except to the extent
      stated herein

    


    7.
       Waiver
      of Right to Jury Trial; Punitive Damages.  Each
      party hereby waives such party's respective right to a jury trial of any claim
      or cause of action based upon or arising out of this Agreement. Further, the
      undersigned waives any claim to punitive damages. Each party acknowledges that
      this waiver is a material inducement to each other party hereto to enter into
      the transaction contemplated hereby, that each other party has already relied
      upon this waiver in entering into this Agreement, and that each other party
      will
      continue to rely on this waiver in its future dealings. Each party warrants
      and
      represents that such party has reviewed this waiver with such party's legal
      counsel, and that such party has knowingly and voluntarily waived its jury
      trial
      rights and any potential claim to punitive damages following consultation with
      legal counsel. This provision does not apply to disputes arising out of fraud
      or
      other claims under the Pennsylvania Securities Act of 1972.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    ___________________________

    


    INSTRUCTIONS
      FOR SUBSCRIPTION

    


    To
      Subscribe:

    


    1.
      Subscription Agreement: Please complete and execute the Signature
      Page.

    


    2.
      Mail
      the check along with all completed Subscription Documents to:

    


    Basic
      Investors, Inc.

    510
      Broadhollow Road, Suite 306

    Melville,
      New York 11747

    Attention:
      Thomas Laundrie

    Telephone:
      (631) 630-2770, Extension 101

    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    GENERAL
      INSTRUCTIONS FOR INVESTORS

    


    INDIVIDUAL
      PURCHASERS.
      Any
      person over twenty-one years of age, regardless of citizenship or marital
      status, may purchase Notes in his own right. A minor may only purchase Notes
      through a qualified legal guardian. A person who is single, separated, divorced
      or a surviving spouse may purchase as an individual and need only complete
      the
      documents for himself or herself (Married persons living in community property
      states - Arizona, California, Idaho, Louisiana, Florida, New Mexico, Texas,
      Washington and Wisconsin - should note that even if they purchase as
      individuals, the Notes purchased may be considered community property, i.e.
      all
      property acquired by a husband and wife during their marriage is presumed to
      belong equally to each of the marriage partners.)

    


    MARRIED
      COUPLES.
      A
      married person may purchase as an individual or as co-owner with his or her
      spouse. An individual purchaser should complete these forms only for himself
      or
      herself A married couple purchasing as joint owners should provide information
      for both spouses, and both spouses must sign all applicable
      documents.

    


    JOINT
      TENANTS OR CO-TENANTS (Other Than Married Couples).
      Two or
      more friends, relatives, business associates or others may purchase as joint
      tenants or co-tenants. Each joint tenant or co-tenant must qualify individually
      as being suitable for this investment and each must sign all applicable
      documents.

    


    CORPORATIONS.
      A
      corporate investor must provide a copy of its corporate charter and by-laws.
      A
      corporate resolution authorizing an investment in the Company must also be
      provided.

    


    PARTNERSHIPS.
      A
      partnership must provide a copy of its partnership agreement. A general partner
      must complete and sign all subscription documents on behalf of the
      partnership.

    


    TRUSTS.
      A trust
      investor must provide a copy of its trust agreement.

    


    NOTE: For
      trust investors that are not the taxpaying entities, information should be
      provided for the trust and not for any individuals. A trustee must sign for
      the
      trust in a manner similar to the following: “ABC Trust, DTD July 1, 1987, Mary
      Roe, Trustee.” Each person or entity that will be the taxpayer for this
      investment should provide the taxpayer identification number. If the trust
      is
      not the taxpayer for this investment, do not use the trust's taxpayer
      number.

    


    For
      trust investors that are the taxpaying entities, information should be provided
      for the trust and not for any individuals. A trustee must sign for the trust
      in
      a manner similar to the following: “ABC Trust, DTD July 1, 1987, Mary Roe,
      Trustee.” The trust's taxpayer identification number must be
      provided.

    


    



    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    SUBSCRIPTION
      PROCEDURE

    PLEASE
      COMPLETE THIS SIGNATURE PAGE

    


    IN
      WITNESS WHEREOF,
      the
      undersigned has executed this Subscription Agreement as of this _______
      day of
_____________,
      2007.

    


    TOTAL
      SUBSCRIPTION:
      Note
      Amount $____________

    


    For
      joint
      ownership BOTH
      PARTIES
      must
      sign and provide a social security number.

    


    ________________ ______________________ _______________ 

    S.S.
      or
      Tax ID
      No.                 
Investor
      Signature                     
Date

    


    ________________ ______________________ _______________

    S.S.
      or
      Tax ID
      No.                 
Investor
      Signature                      Date

    


    REGISTRATION:
      Please
      print names under which your Shares are to be registered.

    


    ___Mr.
      ______________________________________

    ___Mrs.
      ______________________________________

    ___Ms.
      ______________________________________

    ___Dr.
      ______________________________________

    ___Other_____________________________________

    


    RESIDENT
      ADDRESS:
      Investors must complete resident address for registration purposes.

    


    ____________________________________________________________________

    Street
      Address

    


    ____________________________________________________________________

    City                                                       State                                          Zip

    


    Mailing
      Address:
      If
      different from resident address.

    


    ___________________________________________________________________

        
      Company Name (if applicable)

    


    ____________________________________________________________________

        
Street
      or
      P.O. Box

    


    ____________________________________________________________________

    City                                                        State                                         Zip

    


    Home
      Telephone:
      (       
      )_____________         
E-Mail:_____________________
      

    


    Address:________________________________________

    


    Business
      Telephone:
      (    
      )_____________________ 

    


    Home
      FAX:
      (    
      )______________________________


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    CHECK
      ONE:

    


    Please
      indicate if investor is a non-resident alien:

    


    _______Yes                      
      ______No

    


    


    CHECK
      ONE:

    


    Are
      you
      subject to back up withholding under the provisions of Section 3406 (a)(1)(c)
      of
      the Internal Revenue Code?

     _______Yes                     
      ______No

    


    Under
      the
      penalties of perjury, I certify the information with respect to the
      aforementioned IRS Code is correct and complete.

    


    Date:
      __________      
      Signature:______________________________________

    


    


    CHECK
      ONE:

    


    _________
        
      Individual
      Ownership                
_____  Partnership
      Ownership

    


    _________ Corporate
      Ownership                   
__________  Tenants
      in Entirety

    


    _________ Tenants
      in
      Common                     
__________
      Trust

    


    _________ Joint
      Tenants
      with                        __________________________

    Right
      of
      Survivorship                                                 
Date
      Trust Established

    


    _________ Community
      Property                    
__________________________

                                                                                   
      Names
      of
      Trustee / Administrator

    _________ IRA
      or
      Pension Plan 

                                                                                  
      _______________________

    _________ Custodian
      for a
      Minor                              
Name
      of
      Trustor

    


    


    Tax
      Id Number: ________________

    


    


    Signature
      of Entity: _________________________________________________

    


    Printed
      name of Signer: 
      __________________________________________

    


    Date: _________________


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    NOTICE
      TO BROKER/DEALER:

    


    Please
      return the investor's Signature Page, the Purchaser Questionnaire, the check
      and
      all other applicable documents referred to in the Confidential Offering
      Documents to: Basic Investors, Inc.

    


    --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

    Office
      Use Only:

    


    


    AGREED
      TO AND ACCEPTED

    


     

    


    BY:
      

    


    BY:
      ______________________                                                                                                                     
      Date:
      _______________________

          
      Duly Authorized Officer

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

      PURCHASER
        QUESTIONNAIRE

       

    

    Investor:

    


    The
      information contained herein is being furnished to you in order to assure you
      that the undersigned meets the standards of an “Accredited Investor” imposed by
      Rule 504 promulgated under the Securities Act of 1933 (the “Securities Act”).
      The undersigned understands that (i) you will rely upon the information
      contained herein for purposes of such determination, (ii) the securities will
      not be registered under the Securities Act in reliance upon the exemption from
      registration provided by Section 4(2) and of the Securities Act and Rule 504,
      and (iii) this Questionnaire is not an offer to sell securities to the
      undersigned.

    


    The
      undersigned further represents to you that (i) the information contained herein
      is complete and accurate and may be relied upon by you for the foregoing and
      related purposes, and (ii) the undersigned will notify you immediately of any
      material change in any of such information occurring prior to the purchase
      of
      such securities, if any purchase is made, by the undersigned.

    


    THE
      UNDERSIGNED UNDERSTANDS AND AGREES THAT ALTHOUGH THIS QUESTIONNAIRE WILL BE
      KEPT
      STRICTLY CONFIDENTIAL, THE COMPANY MAY PRESENT THIS QUESTIONNAIRE TO SUCH
      PARTIES AS IT DEEMS ADVISABLE IF CALLED UPON TO ESTABLISH THE AVAILABILITY
      UNDER
      ANY FEDERAL OR STATE SECURITIES LAWS OF AN EXEMPTION FROM REGISTRATION OF THIS
      OFFERING.

    


    THIS
      QUESTIONNAIRE IS NOT AN OFFER TO SELL SECURITIES BUT MERELY A REQUEST FOR
      INFORMATION PURSUANT TO REGULATION D OF THE SECURITIES AND EXCHANGE
      COMMISSION.

    


    Please
      complete, sign, date and return this Questionnaire as soon as possible, as
      follows:

    


    Basic
      Investors, Inc.

    510
      Broadhollow Road, Suite 306

    Melville,
      New York 11747

    Attention:
      Thomas Laundrie

    Telephone:
      (631) 630-2770, Extension 101

    


    


    


    


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      remainder of this page intentionally left blank)


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Section
      A

    


    
      	
              Employer(s)

            	 

	
              Business
                Address

            	 

	
              Business
                Telephone

            	 

	
              Occupation

            	 

	
              Send
                Mail to

            	
              _____
                Home _____ Office

            
	
              Joint
                tenants or tenants-in-common, indicate relationship among
                tenants

            	 



    

    


    Complete
      for Tenants-In-Common and Joint Tenants (if the information differs from
      above).

    


    
      	
              Home
                Address

            	  

	
              Home
                Telephone

            	 

	
              Employer
                (s)

            	 

	
              Business
                Address

            	 

	
              Business
                Telephone

            	 

	
              Occupation

            	 



    

    



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Section
      B

    


    THIS
      SECTION IS TO BE COMPLETED BY ALL ACCREDITED INVESTORS

    


    ITEM
      I. ALL ACCREDITED INVESTORS MUST INITIAL
      THE FOLLOWING LINE:

    


     _____
      (Initial) I understand that the representations contained in this Section B
      are
      made for the purpose of qualifying me as an accredited investor as that term
      is
      defined by the Securities and Exchange Commission for the purpose of inducing
      a
      sale of securities to me. I hereby represent that the statement or statements
      initialed below are true and correct in all respects. I understand that a false
      representation may constitute a violation of law, and that any person who
      suffers damage as a result of a false representation may have a claim against
      me
      for damages.

    


    ITEM
      II. INDIVIDUAL ACCREDITED INVESTORS MUST INITIAL
      ONE OR MORE OF THE FOLLOWING TWO STATEMENTS WHICH ARE
      TRUE:

    


     _____
      (Initial) A. I certify that I am an accredited investor because I had individual
      income (exclusive of any income attributable to my spouse) of more than $200,000
      in each of the most recent two years, or joint income with my spouse of more
      than $300,000 in each of those years, and I reasonably expect to reach the
      same
      income level for the current year. For purposes of this Questionnaire,
      individual or joint income means adjusted gross income, as reported for federal
      income tax purposes, less any income attributable to a spouse or to property
      owned by a spouse, increased by the following amounts (but not including any
      amounts attributable to a spouse or property owned by a spouse): (i) the amount
      of any tax exempt interest income received; (ii) the amount of losses claimed
      as
      a limited partner in a limited liability Company; (iii) any deduction claimed
      for depletion; (iv) amounts contributed to an IRA or Keogh retirement plan;
      (v)
      alimony paid; and (vi) any amount for which income from long-term capital gains
      has been reduced in arriving to adjusted gross income pursuant to the provisions
      of Section 1202 of the Internal Revenue Code.

    


     _____
      (Initial) B. I certify that I am an accredited investor because I have an
      individual net worth, or my spouse and I have a combined individual net worth,
      in excess of $1,000,000. For purposes of this paragraph, “individual net worth”
means the excess of total assets at fair market value, including home and
      personal property, over total liabilities.

    


    ITEM
      III. ACCREDITED PARTNERSHIP, CORPORATION, OR OTHER ENTITIES WHICH ARE NOT TRUSTS
      MUST INITIAL
      AT LEAST ONE OF THE FOLLOWING STATEMENTS:

    


    ______
      (Initial) A. On behalf of the investor, I hereby certify that the investor
      has a
      net worth of at least $5,000,000. On behalf of the investor, I also certify
      that
      the investor was not formed for the specific purpose of investing in the
      Company.

    


    ______
      (Initial) B. On behalf of the investor, I hereby certify that all of the
      beneficial owners of equity in the investor qualify as accredited individual
      investors under either Item II. A or B above. Investors attempting to qualify
      under this Section must also initial Item II. A or II. B above and may be
      required to furnish additional information.

    



    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    ITEM
      IV. ACCREDITED TRUSTS MUST INITIAL
      AT LEAST ONE OF THE FOLLOWING STATEMENTS:

    


     _____
      (Initial) A. On behalf of the investor, I hereby certify that the investor
      is a
      trust with total assets in excess of $5,000,000 not formed for the specific
      purpose of investing in the Company, whose purchase is directed by sophisticated
      person having such knowledge and experience in financial matters that he is
      capable of evaluating the merits and risks of an investment in the
      Company.

    


     _____
      (Initial) B. On behalf of the investor, I hereby certify that all of the
      beneficial owners of equity in the investor qualify as accredited individual
      investors under either Item II. A or II. B above. Investors attempting to
      qualify under this Section must also initial Item II. A or II. B above and
      may
      be required to furnish additional information.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


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        12

        
          

        

      

      
        
        

      

    


    Section
      C

    


    ALL
      INVESTORS MUST COMPLETE THIS SECTION

    


    The
      following information is to be provided by prospective purchasers who are
      individuals, or by the person making the investment decision on behalf of
      corporations, partnership, trust or other entities, or by the persons making
      the
      investment decision on behalf of individuals investing as joint
      tenants.

     

    


    1. Business
      or professional education:

    


    Dates
      of                                     
Field
      of                                           
School

    Attendance                               
      Study                                             
      Attended

    Degree

    


    ____________________________________________________________________

    


    ____________________________________________________________________

    


    ____________________________________________________________________

    


    2. Current
      and prior employment, positions or occupations: (Please set forth employment
      history during at least the past five years).

    


                                                                                        Principal                   Dates
      of

    Employer                                   
      Title                       Responsibilities  

    Employment

    


    ___________________________________________________________________

    


    ____________________________________________________________________

    


    ____________________________________________________________________

    


    3. Details
      of any training or experience in financial, business or tax matters not
      disclosed in Items I and 2 immediately above.

    


    ____________________________________________________________________

    


    ____________________________________________________________________

     

    4. Prior
      investments of purchaser: (Please itemize each investment
      separately):

    


    Type
      of
      Prior Investments

    (Stocks,
      bonds, mutual
      funds,                                   
Year
      of                      Amount

    limited
      partnerships, LLC’s,
      etc,)                               
Investment              Invested

    


    ____________________________________________________________________

    


    ____________________________________________________________________

    


    ____________________________________________________________________


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    


    ____________________________________________________________________

    


    5. I
      have
      made the following additional investments that may reflect my knowledge and
      experience in financial and business matters and in private placements of
      restricted securities:

    


    ___________________________________________________________________

    


    ____________________________________________________________________

    


    ___________________________________________________________________

    


    6. I
      have
      previously purchased restricted securities that were sold in reliance on the
      private offering exemption from registration under the Securities Act of 1933,
      as amended, or other similar state exemptions:

    


                                                       
       ______
      Yes                                                 ________
      No

    


    


    7.
      I have
      such knowledge and experience in financial, tax and business matters that I
      am
      capable of utilizing the information made available to me in connection with
      offering of the Notes, of evaluating the merits and risks of an investment
      in
      the Notes, and of making an informed investment decision with respect to the
      Notes.

    


                                                        _________
      Initial Here

    


    


    


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      remainder of this page intentionally left blank)

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Section
      D

    


    ALL
      INVESTORS REPRESENT THAT:

    


    (a)
       The
      information contained herein is complete and accurate and may be relied upon,
      and

    


    (b)  I
      will
      notify you immediately of any material change in any of such information
      occurring prior to the acceptance of my subscription.

    


    


    IN
      WITNESS WHEREOF,
      the
      undersigned has initialed the foregoing statements and executed this
      questionnaire this ______________
      day of
________________________,
      2007.

    


    FOR
      INDIVIDUALS:

    


    ___________________________________________

    Signature

    


    ___________________________________________

    Print
      Name

    


    


    FOR
      JOINT TENANTS (Both Parties Must Sign):

    


    ___________________________________________

    Signature

    ___________________________________________

    Print
      Name

    ___________________________________________

    Signature

    ___________________________________________

    Print
      Name

    


    FOR
      TRUSTS, CORPORATIONS, PARTNERSHIPS:

    ___________________________________________

    Print
      Name of Entity

    


    By:
      ________________________________________

    (Print
      Name and Title of Authorized Person(s)

    


    ___________________________________________

    Signature(s)

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

    THIS
      DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE
      “SECURITIES”),
      HAVE NOT BEEN REGISTERED WITH THE NOTEED STATES SECURITIES EXCHANGE COMMISSION
      OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED
      PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S AND/OR REGULATION
      D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMEMDED (THE “ACT”). THE
      SECURITIES ARE “RESTRICTED”
      AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS
      SUCH
      TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES
      ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S AND/OR REGULATION D
      OR
      PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
      ACT
      AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH
      INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE
      AVAILABLE. FURTHER HEDGING TRANSACTION INVOLVING THE SECURITIES MAY NOT BE
      MADE
      EXCEPT IN COMPLIANCE WITH THE ACT.

    


    DEBENTURE

    


    XIOM
      CORP.

    


    7%
      Convertible Exchange Notes

    


    Due:
      April 1, 2012

    


    No.

    $30,000

    


    This
      Debenture is issued by, XIOM CORP., a Nevada corporation (the Company”), to
      (together with its permitted successors and assigns, the “Holder”) pursuant to
      exemptions from registration under the Securities Act of 1933, as
      amended.

    


    ARTICLE
      I.

    


    Section
      1.01 Principal
      and Interest.
      For
      value received on April __, 2007, the Company hereby promises to pay to the
      order of Holder in lawful money of the United States of America and in
      immediately available funds the principal sum of $30,000, together with interest
      on the unpaid principal of this Debenture at the rate of seven percent (7%)
      per
      year (computed on the basis of the 365-day year and the actual days elapsed)
      from the date of this Debenture until paid. All interest shall be paid
      semi-annually or (b) converted in accordance with Section 1.02
      herein.

    


    Section
      1.02 Mandatory
      Conversion.
      Each
      whole Note will be convertible into 20,000 shares automatically at the
      effectiveness of the SEC Registration Statement registering the underlying
      common shares of the Notes and the Warrants. If said Registration Statement
      is
      not declared effective within one year from the final closing date of the
      Offering then the Note


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    Holders
      may elect to accelerate the maturity date and in default pf payment, the
      Convertible Notes shall bear the default interest rate of 15% per
      annum.

    


    Section
      1.03 Reservation
      of Common Stock.
      The
      Company shall reserve and keep available out of its authorized but unissued
      shares of Common Stock, solely for the purpose of effecting the conversion
      of
      this Debenture, such number of shares of Common Stock as shall from time to
      time
      be sufficient to effect such conversion, based on the Conversion Price. If
      at
      any time the Company does not have a sufficient number of Conversion Shares
      authorized and available, then the Company shall call and hold a special meeting
      of its stockholders within sixty (60) days of that time for the sole purpose
      of
      increasing the number of authorized shares of Common Stock.

    


    Section
      1.04 Registration
      Rights.
      The
      Company is obligated to begin registration for the resale of the Conversion
      Shares within 90 days.

    


    Section
      1.05 Interest
      Payments.
      The
      interest so payable will be paid at the time semi-annually or conversion to
      the
      person in whose name this Debenture is registered.

    


    


    ARTICLE
      II.

    


    Section
      2.01 Amendments
      and Waiver of Default.
      The
      Debenture may be amended with the consent of Holder. Without the consent of
      Holder, the Debenture may be amended to cure any ambiguity, defect or
      inconsistency, to provide assumption of the Company obligations to the Holder
      or
      to make any change that does not adversely affect the rights of the
      Holder.

    


    


    ARTICLE
      III.

    


    Section
      3.01 Events
      of Default.
      An Event
      of Default is defined as follows: (a) failure by the Company to pay amounts
      due
      hereunder within fifteen (15) days of the date of maturity of this Debenture;
      (b) failure by the Company for thirty (30) days after notice to it to comply
      with any of its other agreements in the Debenture; (c) events of bankruptcy
      or
      insolvency; (d) a beach by the Company of its obligations under the Registration
      Rights Agreement which is not cured by the Company within ten (10) days after
      receipt of written notice thereof. The Holder may not enforce the Debenture
      except as provided herein. If said Registration Statement is not declared
      effective within one year from the final closing date of the Offering then
      the
      Note Holders may elect to accelerate the maturity date and in default of
      payment, the Convertible Notes shall bear the default interest rate of 15%
      per
      annum.

    


    Section
      3.02 Failure
      to Issue Unrestricted Common Stock.
      As
      indicated above, a breach by the Company of its obligation to register the
      shares underlying the Notes and Warrants shall be deemed an Event of Default,
      which if not cured with ten (10) days, shall entitle the Holder accelerated
      full
      payment of all debentures outstanding. The Company acknowledges that failure
      to
      honor a Notice of Conversion shall cause hardship to the
      Holder.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV.

    


    Section
      4.01 Anti-dilution.
      In the
      event that the Company shall at any time subdivide the outstanding shares of
      Common Stock, or shall issue a stock dividend on the outstanding Common Stock,
      the Conversion Price in effect immediately prior to such subdivision of the
      issuance of such dividend shall be proportionately decreased and, in the event
      that the Company shall at any time combine the outstanding shares of Common
      stock, the Conversion price in effect immediately prior to such combination
      shall be proportionally increased, effective at the close of business on the
      date of such subdivision, dividend or combination as the case may
      be.

    


    


    ARTICLE
      V.

    


    Section
      5.01 Notice.
      Notices
      regarding this debenture shall send to the parties, as indicated on each
      subscription agreement or such other address as such holder provides to the
      Company in writing:

    


    Section
      5.02 Governing
      Law.
      This
      Debenture shall be deemed to be made under and shall be construed in accordance
      with the laws of the State of New York without giving effect to the principals
      of conflict of the laws thereof. Each of the parties consents to the
      jurisdiction of the U.S. District Court sitting in the Eastern District of
      the
      State of New York, in connection with any dispute arising under this debenture
      and hereby waives, to the maximum extent permitted by law, any objection,
      including the objection based on forum
      non conveniens
      to the
      bringing of any such proceeding in such jurisdictions.

    


    Section
      5.03 Severability.
      The
      invalidity of any of the provisions of this Debenture shall not invalidate
      or
      otherwise affect any of the other provisions of this Debenture, which shall
      remain in full force effect.

    


    Section
      5.04 Amendments.
      This
      Debenture may be amended only by an instrument in writing executed by the
      parties hereto.

    


    Section
      5.05 Counterparts.
      This
      Debenture may be executed in multiple counterparts, each of which shall be
      an
      original, but all of which shall be deemed to constitute and
      instrument.

    


    IN
      WITNESS WHEREOF,
      with
      the intent to legally bound hereby, the Company has executed this Debenture
      as
      of the date first written above.

    


    


    By:___________________________

    Name: Andrew
      B.
      Mazzone

    Title: President/Chief
      Executive Officer

    



    
      
        
        

        
        

      

      
        3

        
          

        

      

      
        
        

        
        

      

    

     

    Exhibit
      B

    NEITHER
      THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER
      APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER
      THIS
      WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED,
      TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS
      EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.


    


    


    STOCK
      PURCHASE WARRANT

    


    


    Xiom
      Corp.

    


    THIS
      CERTIFIES that, for value received, ___________________ (the “Holder”), shall
      have the right to purchase from Xiom Corp., a Delaware corporation (the
“Company”), ________________________________________ number fully paid and
      non-assessable shares of the Company’s Common Stock (the “Common Stock”) at an
      exercise price of $2.00 US per share and an equal number at $2.50 US per share
      (the “Exercise Price”), subject to further adjustment as set forth in Section 3
      hereof, at any time until 5:00 P.M., Eastern time, on the end of the __, day
      of
      ________, 2012 which is 60 months from the date of issuance (the “Termination
      Date”) or callable by the Company in the event the Company’s common stock trades
      at a $5.00 bid or above for 20 consecutive trading days.

    


    Title
      to
      Warrant. Prior to the Termination Date and subject to compliance with applicable
      laws, this Warrant and all rights hereunder are transferable, in whole or in
      part, at the office or agency of the Company by the holder hereof in person
      or
      by duly authorized attorney, upon surrender of this Warrant together with the
      Assignment Form annexed hereto properly endorsed.

    


    Authorization
      of Shares. The Company covenants that all shares of Common Stock which may
      be
      issued upon the exercise of rights represented by this Warrant will, upon
      exercise of the rights represented by this Warrant, be duly authorized, validly
      issued, fully paid and nonassessable and free from all taxes, liens and charges
      in respect of the issue thereof (other than taxes in respect of any transfer
      occurring contemporaneously with such issue).

    


    Exercise
      of Warrant. Exercise of the purchase rights represented by this Warrant may
      be
      made at any time or times on or after the closing of the offering, and before
      the close of business on the Termination Date by the surrender of this Warrant
      and the Notice of Exercise Form annexed hereto duly executed, at the office
      of
      the Company (or such other office or agency of the Company as it may designate
      by notice in writing to the registered holder hereof at the address of such
      holder appearing on the books of the Company) and upon payment of
      the


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    Exercise
      Price of the shares thereby purchased by wire transfer or cashier’s check drawn
      on a United States bank, the holder of this Warrant shall be entitled to receive
      a certificate for the number of shares of Common Stock so purchased.
      Certificates for shares purchased hereunder shall be delivered to the holder
      hereof within twenty (20) Trading Days after the date on which this Warrant
      shall have been exercised as aforesaid. This Warrant shall be deemed to have
      been exercised and such certificate or certificates shall be deemed to have
      been
      issued, and Holder or any other person so designated to be named therein shall
      be deemed to have become a holder of record of such shares for all purposes,
      as
      of the date the Warrant has been exercised by payment to the Company of the
      Exercise Price and all taxes required to be paid by Holder, if any, pursuant
      to
      Section 4 prior to the issuance of such shares, have been paid. The Company
      will
      not close its shareholder books or records in any manner which prevents the
      timely exercise of this Warrant. Each Warrant is callable by the Company in
      the
      event the Company’s common stock trades at a $5.00 bid or above for 20
      consecutive trading days.

    


    Charges,
      Taxes and Expenses. Issuance of certificates for shares of Common Stock upon
      the
      exercise of this Warrant shall be made without charge to the holder hereof
      for
      any issue or transfer tax or other incidental expense in respect of the issuance
      of such certificate, and such certificates shall be issued in the name of the
      holder of this Warrant or in such name or names as may be directed by the holder
      of this Warrant; provided, however, that in the event certificates for shares
      of
      Common Stock are to be issued in a name other than the name of the holder of
      this Warrant, this Warrant when surrendered for exercise shall be accompanied
      by
      the Assignment Form attached hereto duly executed by the holder hereof; and
      the
      Company may require, as a condition thereto, the payment of a sum sufficient
      to
      reimburse it for any transfer tax incidental thereto.

    


    Registration
      Rights. If at any time the Company proposes to register any of its common stock
      under the Act, whether as a result of an offering for its own account or the
      account of others, excluding any registrations to be effected on Forms S-4
      or
      S-8 or other applicable successor Forms, the Company shall, at such time,
      promptly give Holder written notice of such proposed registration and offer
      Holder the opportunity to include the shares of common stock issued as interest
      and the shares of Common Stock issuable upon exercise of this Warrant in such
      registration statement (each, a “Piggy Back Registration”). The Company shall
      include in any such registration statement all or part of the underlying common
      stock that Holder requests to be registered. In addition, the
      Company shall prepare, and, as soon as practicable but in no event later than
      45
      days after the date that Holder first provides a Notice of Exercise to the
      Company (the “Filing Deadline”), file with the SEC a Registration Statement on
      Form SB-2 covering the resale of all of the Common Stock issuable upon exercise
      of this Warrant by the Holder (each, a “Demand Registration”). The Company shall
      not be obligated to honor more than one Demand Registration by Holder during
      any
      calendar year. In the event that Form SB-2 is unavailable for a Demand
      Registration, the Company shall use such other form as is available for such
      a
      registration. The Company shall use its best efforts to have the Registration
      Statement declared effective by the SEC as soon as practicable prior to the
      90th
      day following the Filing Deadline. All
      expenses incurred in connection with registrations, filings or qualifications,
      including, without limitation, all registration, listing and qualifications
      fees, printers and accounting fees, and fees and disbursements of counsel for
      the Company shall be paid by the


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Company.
      The
      Company will also pay the registration expenses and the reasonable fees and
      disbursements of one counsel for the selling Holder selected by
      Holder.

    


    Transfer,
      Division and Combination. (a) Subject to compliance with any applicable
      securities laws, transfer of this Warrant and all rights hereunder, in whole
      or
      in part, shall be registered on the books of the Company to be maintained for
      such purpose, upon surrender of this Warrant at the principal office of the
      Company, together with a written assignment of this Warrant substantially in
      the
      form attached hereto duly executed by Holder or its agent or attorney and funds
      sufficient to pay any transfer taxes payable upon the making of such transfer.
      Upon such surrender and, if required, such payment, the Company shall execute
      and deliver a new Warrant or Warrants in the name of the assignee or assignees
      and in the denomination or denominations specified in such instrument of
      assignment, and shall issue to the assignor a new Warrant evidencing the portion
      of this Warrant not so assigned, and this Warrant shall promptly be cancelled.
      A
      Warrant, if properly assigned, may be exercised by a new holder for the purchase
      of shares of Common Stock without having a new Warrant issued.

    


    (b) This
      Warrant may be divided or combined with other Warrants upon presentation hereof
      at the aforesaid office of the Company, together with a written notice
      specifying the names and denominations in which new Warrants are to be issued,
      signed by Holder or its agent or attorney. Subject to compliance with Section
      6(a), as to any transfer which may be involved in such division or combination,
      the Company shall execute and deliver a new Warrant or Warrants in exchange
      for
      the Warrant or Warrants to be divided or combined in accordance with such
      notice.

    


    (c) The
      Company shall prepare issue and deliver at its own expense (other than transfer
      taxes) the new Warrant or Warrants under this Section 6.

    


    (d) The
      Company agrees to maintain, at its aforesaid office, books for the registration
      and the registration of transfer of the Warrants.

     

    No
      Rights
      as Shareholder until Exercise. This Warrant does not entitle the holder hereof
      to any voting rights or other rights as a shareholder of the Company prior
      to
      the exercise hereof. Upon the surrender of this Warrant and the payment of
      the
      aggregate Exercise Price, the Warrant Shares so purchased shall be and be deemed
      to be issued to such holder as the record owner of such shares as of the close
      of business on the later of the date of such surrender or payment.

    


    Loss,
      Theft, Destruction or Mutilation of Warrant. The Company covenants that upon
      receipt by the Company of evidence reasonably satisfactory to it of the loss,
      theft, destruction or mutilation of this Warrant certificate or any stock
      certificate relating to the Warrant Shares, and in case of loss, theft or
      destruction, of indemnity or security reasonably satisfactory to it (which
      shall
      not include the posting of any bond), and upon surrender and cancellation of
      such Warrant or stock certificate, if mutilated, the Company will make and
      deliver a new Warrant or stock certificate of like tenor and dated as of such
      cancellation, in lieu of such Warrant or stock certificate.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Saturdays,
      Sundays, Holidays, etc. If the last or appointed day for the taking of any
      action or the expiration of any right required or granted herein shall be a
      Saturday, Sunday or a legal holiday, then such action may be taken or such
      right
      may be exercised on the next succeeding day not a Saturday, Sunday or legal
      holiday.

    


    Adjustments
      of Exercise Price and Number of Warrant Shares. 

    Stock
      Splits, etc. The number and kind of securities purchasable upon the exercise
      of
      this Warrant and the Exercise Price shall be subject to adjustment from time
      to
      time upon the happening of any of the following. In case the Company shall:
      (i)
      pay a dividend in shares of Common Stock or make a distribution in shares of
      Common Stock to holders of its outstanding Common Stock, (ii) subdivide its
      outstanding shares of Common Stock into a greater number of shares of Common
      Stock, (iii) combine its outstanding shares of Common Stock into a smaller
      number of shares of Common Stock, or (iv) issue any shares of its capital stock
      in a reclassification of the Common Stock, then the number of Warrant Shares
      purchasable upon exercise of this Warrant immediately prior thereto shall be
      adjusted so that the holder of this Warrant shall be entitled to receive the
      kind and number of Warrant Shares or other securities of the Company which
      he
      would have owned or have been entitled to receive had such Warrant been
      exercised in advance thereof. Upon
      each
      such adjustment of the kind and number of Warrant Shares or other securities
      of
      the Company which are purchasable hereunder, the holder of this Warrant shall
      thereafter be entitled to purchase the number of Warrant Shares or other
      securities resulting from such adjustment at an Exercise Price per Warrant
      Share
      or other security obtained by multiplying the Exercise Price in effect
      immediately prior to such adjustment by the number of Warrant Shares purchasable
      pursuant hereto immediately prior to such adjustment and dividing by the number
      of Warrant Shares or other securities of the Company resulting from such
      adjustment. An
      adjustment made pursuant to this paragraph shall become effective immediately
      after the effective date of such event retroactive to the record date, if any,
      for such event.

    


    Reorganization,
      Reclassification, Merger, Consolidation or Disposition of Assets. In case the
      Company shall reorganize its capital, reclassify its capital stock, consolidate
      or merge with or into another corporation (where the Company is not the
      surviving corporation or where there is a change in or distribution with respect
      to the Common Stock of the Company), or sell, transfer or otherwise dispose
      of
      all or substantially all its property, assets or business to another corporation
      and, pursuant to the terms of such reorganization, reclassification, merger,
      consolidation or disposition of assets, shares of common stock of the successor
      or acquiring corporation, or any cash, shares of stock or other securities
      or
      property of any nature whatsoever (including warrants or other subscription
      or
      purchase rights) in addition to or in lieu of common stock of the successor
      or
      acquiring corporation (“Other Property”), are to be received by or distributed
      to the holders of Common Stock of the Company, then Holder shall have the right
      thereafter to receive, upon exercise of this Warrant, the number of shares
      of
      common stock of the successor or acquiring corporation or of the Company, if
      it
      is the surviving corporation, and Other Property receivable upon or as a result
      of such reorganization, reclassification, merger, consolidation or disposition
      of assets by a holder of the number of shares of Common Stock for which this
      Warrant is exercisable immediately prior to such event. In case of any such
      reorganization, reclassification, merger, consolidation or disposition of
      assets, the successor or acquiring corporation (if other than the Company)
      shall
      expressly assume the due and punctual observance and performance of each and
      every covenant and condition of this Warrant to be


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    performed
      and observed by the Company and all the obligations and liabilities hereunder,
      subject to such modifications as may be deemed appropriate (as determined in
      good faith by resolution of the Board of Directors of the Company) in order
      to
      provide for adjustments of shares of Common Stock for which this Warrant is
      exercisable which shall be as nearly equivalent as practicable to the
      adjustments provided for in this Section 10. For purposes of this Section 10,
      “common stock of the successor or acquiring corporation” shall include stock of
      such corporation of any class which is not preferred as to dividends or assets
      over any other class of stock of such corporation and which is not subject
      to
      redemption and shall also include any evidences of indebtedness, shares of
      stock
      or other securities which are convertible into or exchangeable for any such
      stock, either immediately or upon the arrival of a specified date or the
      happening of a specified event and any warrants or other rights to subscribe
      for
      or purchase any such stock. The foregoing provisions of this Section 10 shall
      similarly apply to successive reorganizations, reclassifications, mergers,
      consolidations or disposition of assets.

    


    Notice
      of
      Adjustment. Whenever the number of Warrant Shares or number or kind of
      securities or other property purchasable upon the exercise of this Warrant
      or
      the Exercise Price is adjusted, as herein provided, the Company shall promptly
      mail by registered or certified mail, return receipt requested, to the holder
      of
      this Warrant notice of such adjustment or adjustments setting forth the number
      of Warrant Shares (and other securities or property) purchasable upon the
      exercise of this Warrant and the Exercise Price of such Warrant Shares (and
      other securities or property) after such adjustment, setting forth a brief
      statement of the facts requiring such adjustment and setting forth the
      computation by which such adjustment was made. Such notice, in the absence
      of
      manifest error, shall be conclusive evidence of the correctness of such
      adjustment.

    


    Notice
      of
      Corporate Action. If at any time:

    (a) the
      Company shall take a record of the holders of its Common Stock for the purpose
      of entitling them to receive a dividend or other distribution, or any right
      to
      subscribe for or purchase any evidences of its indebtedness, any shares of
      stock
      of any class or any other securities or property, or to receive any other right,
      or

    


    (b) there
      shall be any capital reorganization of the Company, any reclassification or
      recapitalization of the capital stock of the Company or any consolidation or
      merger of the Company with, or any sale, transfer or other disposition of all
      or
      substantially all the property, assets or business of the Company to, another
      corporation or,

    


    (c) there
      shall be a voluntary or involuntary dissolution, liquidation or winding up
      of
      the Company;

    


    then,
      in
      any one or more of such cases, the Company shall give to Holder (i) at least
      3
      days’ prior written notice of the date on which a record date shall be selected
      for such dividend, distribution or right or for determining rights to vote
      in
      respect of any such reorganization, reclassification, merger, consolidation,
      sale, transfer, disposition, liquidation or winding up, and (ii) in the case
      of
      any such reorganization, reclassification, merger, consolidation, sale,
      transfer, disposition, dissolution, liquidation or winding up, at least 3 days’
prior written notice of the date when the same shall take place. Such notice
      in
      accordance with the foregoing clause also shall specify (i)


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    the
      date
      on which any such record is to be taken for the purpose of such dividend,
      distribution or right, the date on which the holders of Common Stock shall
      be
      entitled to any such dividend, distribution or right, and the amount and
      character thereof, and (ii) the date on which any such reorganization,
      reclassification, merger, consolidation, sale, transfer, disposition,
      dissolution, liquidation or winding up is to take place and the time, if any
      such time is to be fixed, as of which the holders of Common Stock shall be
      entitled to exchange their shares of Common Stock for securities or other
      property deliverable upon such disposition, dissolution, liquidation or winding
      up. Each such written notice shall be sufficiently given if addressed to Holder
      at the last address of Holder appearing on the books of the Company and
      delivered in accordance with Section 14(d).

    


    Authorized
      Shares. The Company covenants that during the period the Warrant is outstanding,
      it will reserve from its authorized and unissued Common Stock a sufficient
      number of shares to provide for the issuance of the Warrant Shares upon the
      exercise of any purchase rights under this Warrant. The Company further
      covenants that its issuance of this Warrant shall constitute full authority
      to
      its officers who are charged with the duty of executing stock certificates
      to
      execute and issue the necessary certificates for the Warrant Shares upon the
      exercise of the purchase rights under this Warrant. The Company will take all
      such reasonable action as may be necessary to assure that such Warrant Shares
      may be issued as provided herein without violation of any applicable law or
      regulation, or of any requirements of the Principal Market upon which the Common
      Stock may be listed. 

    


    The
      Company shall not by any action, including, without limitation, amending its
      certificate of incorporation 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 of this Warrant, but will at all times in good faith assist in the
      carrying out of all such terms and in the taking of all such actions as may
      be
      necessary or appropriate to protect the rights of Holder against impairment.
      Without limiting the generality of the foregoing, the Company will (a) not
      increase the par value of any shares of Common Stock receivable upon the
      exercise of this Warrant above the amount payable therefore upon such exercise
      immediately prior to such increase in par value, (b) take all such action as
      may
      be necessary or appropriate in order that the Company may validly and legally
      issue fully paid and non-assessable shares of Common Stock upon the exercise
      of
      this Warrant, and (c) use its best efforts to obtain all such authorizations,
      exemptions or consents from any public regulatory body having jurisdiction
      thereof as may be necessary to enable the Company to perform its obligations
      under this Warrant.

    


    Upon
      the
      request of Holder, the Company will at any time during the period this Warrant
      is outstanding acknowledge in writing, in form reasonably satisfactory to
      Holder, the continuing validity of this Warrant and the obligations of the
      Company hereunder.

    


    Before
      taking any action which would cause an adjustment reducing the current Exercise
      Price below the then par value, if any, of the shares of Common Stock issuable
      upon exercise of the Warrants, the Company shall take any corporate action
      which
      may be necessary in order that the Company may validly and legally issue fully
      paid and non-assessable shares of such Common Stock at such adjusted Exercise
      Price.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Before
      taking any action which would result in an adjustment in the number of shares
      of
      Common Stock for which this Warrant is exercisable or in the Exercise Price,
      the
      Company shall obtain all such authorizations or exemptions thereof, or consents
      thereto, as may be necessary from any public regulatory body or bodies having
      jurisdiction thereof.

    


    Miscellaneous.

    Jurisdiction.
      This Warrant shall be binding upon any successors or assigns of the Company.
      This Warrant shall constitute a contract under the laws of Delaware without
      regard to its conflict of law, principles or rules.

    


    Restrictions.
      The holder hereof acknowledges that the Warrant Shares acquired upon the
      exercise of this Warrant, if not registered, will have restrictions upon resale
      imposed by state and federal securities laws.

    


    Non-waiver
      and Expenses. No course of dealing or any delay or failure to exercise any
      right
      hereunder on the part of Holder shall operate as a waiver of such right or
      otherwise prejudice Holder’s rights, powers or remedies, notwithstanding all
      rights hereunder terminate on the Termination Date. If the Company fails to
      comply with any provision of this Warrant, the Company shall pay to Holder
      such
      amounts as shall be sufficient to cover any costs and expenses including, but
      not limited to, reasonable attorneys’ fees, including those of appellate
      proceedings, incurred by Holder in collecting any amounts due pursuant hereto
      or
      in otherwise enforcing any of its rights, powers or remedies
      hereunder.

    


    Notices.
      Any notice, request or other document required or permitted to be given or
      delivered to the holder hereof by the Company shall be delivered in accordance
      with the notice provisions of the Purchase Agreement.

    


    Limitation
      of Liability. No provision hereof, in the absence of affirmative action by
      Holder to purchase shares of Common Stock, and no enumeration herein of the
      rights or privileges of Holder hereof, shall give rise to any liability of
      Holder for the purchase price of any Common Stock or as a stockholder of the
      Company, whether such liability is asserted by the Company or by creditors
      of
      the Company.

    


    Remedies.
      Holder, in addition to being entitled to exercise all rights granted by law,
      including recovery of damages, will be entitled to specific performance of
      its
      rights under this Warrant. The Company agrees that monetary damages would not
      be
      adequate compensation for any loss incurred by reason of a breach by it of
      the
      provisions of this Warrant and hereby agrees to waive the defense in any action
      for specific performance that a remedy at law would be adequate.

    


    Successors
      and Assigns. Subject to applicable securities laws, this Warrant and the rights
      and obligations evidenced hereby shall inure to the benefit of and be binding
      upon the successors of the Company and the successors and permitted assigns
      of
      Holder. 


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    The
      provisions of this Warrant are intended to be for the benefit of all Holders
      from time to time of this Warrant and shall be enforceable by any such Holder
      or
      holder of Warrant Shares.

    


    Indemnification.
      The Company agrees to indemnify and hold harmless Holder from and against any
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      claims, costs, attorneys’ fees, expenses and disbursements of any kind which may
      be imposed upon, incurred by or asserted against Holder in any manner relating
      to or arising out of any failure by the Company to perform or observe in any
      material respect any of its covenants, agreements, undertakings or obligations
      set forth in this Warrant; provided, however, that the Company will not be
      liable hereunder to the extent that any liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, claims, costs, attorneys’ fees,
      expenses or disbursements are found in a final non-appealable judgment by a
      court to have resulted from Holder’s negligence, bad faith or willful misconduct
      in its capacity as a stockholder or warrant holder of the Company.

    


    Amendment.
      This Warrant may be modified or amended or the provisions hereof waived with
      the
      written consent of the Company and the Holder.

    


    Severability.
      Wherever possible, each provision of this Warrant shall be interpreted in such
      manner as to be effective and valid under applicable law, but if any provision
      of this Warrant shall be prohibited by or invalid under applicable law, such
      provision shall be ineffective to the extent of such prohibition or invalidity,
      without invalidating the remainder of such provisions or the remaining
      provisions of this Warrant.

    


    Headings.
      The headings used in this Warrant are for the convenience of reference only
      and
      shall not, for any purpose, be deemed a part of this Warrant.

    


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

    


    Dated
      this ___ day of _________, 2007.

    


    Xiom
      Corp.

     

     

    By: _______________________

          
Andrew
      B.
      Mazzone, President


    
      
        
        

        
        

      

      
        8

        
          

        

      

      
        
        

        
        

      

    



    NOTICE
      OF
      EXERCISE

    


    


    


    To: Xiom
      Corp.

    


    


    (1) The
      undersigned hereby elects to purchase ________ shares of Common Stock (the
      “Common Stock”), of Xiom Corp. pursuant to the terms of the attached Warrant,
      and tenders herewith payment of the exercise price in full, together with all
      applicable transfer taxes, if any.

    (2) Please
      issue a certificate or certificates representing said shares of Common Stock
      in
      the name of the undersigned or in such other name as is specified
      below:

    


    _______________________________

    (Name)

    


    _______________________________

    (Address)

    _______________________________

    


    _______________________________

    Social
      Security or Tax Identification Number

    


    


    


    


    


    Dated:
      ______________________

    


    


    ______________________________

    Signature

    


    ______________________________

    Print
      Name

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT
      FORM

    


    (To
      assign the foregoing warrant, execute

    this
      form
      and supply required information. 

    Do
      not
      use this form to exercise the warrant.)

    


    


    


    FOR
      VALUE
      RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
      assigned to

    


    _______________________________________________
      whose address is

    


    _______________________________________________________________.

    


    


    


    _______________________________________________________________

    


    Dated:
      ______________, _______

    


    


    Holder's
      Signature:    _____________________________

     

    Holder's
      Address:      _____________________________

     

                                         
      _____________________________

    


    


    


    Signature
      Guaranteed: ___________________________________________

    


    


    


    


    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatsoever, and must be guaranteed by a bank or trust Company. Officers of
      corporations and those acting in a fiduciary or other representative capacity
      should file proper evidence of authority to assign the foregoing
      Warrant.