WWW.EXFILE.COM, INC. -- 888-775-4789 -- ZAP -- EXHIBIT 10.2 TO FORM 8-K


     

    EXHIBIT
      10.2



    
      	
              THE
                SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
                AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
                OR
                WITH THE SECURITIES COMMISSION OF ANY STATE UNDER ANY APPLICABLE
                STATE
                SECURITIES OR BLUE SKY LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE
                TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
                OR IN A
                TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES
                LAWS.

              


              THE
                SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED TO INVESTORS WHO ARE
                NOT
                U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT
                OF 1933,
                AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES
                ACT
                IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES
                ACT.

              


              TRANSFER
                OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE
                PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SUCURITIES
                ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM
                REGISTRATION.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS
                IN COMPLIANCE WITH THE SECURITIES
                ACT. 

            


    

     

    
      	Warrant
              No.: 2007AY-001 	
              1,744,186
                Warrants 

            


    

     


    Void
      after 5:00 p.m., California time on November 4, 2010

    


    COMMON
      STOCK

    PURCHASE
      WARRANT

    


    OF

    


    ZAP

     

    ZAP
      (the
“Company”), hereby certifies that, for value received, AL YOUSUF LLC, a United
      Arabs Emirates limited liability company (the “Initial Warrant Holder”) is the
      owner of the number of common stock purchase warrants (“Warrants”) specified
      above, each of which entitles the holder thereof to purchase, at any time during
      the period commencing on the Commencement Date (as defined in Section 2.1) and ending on the
      Expiration
      Date (as defined Section 2.6), one fully paid and non-assessable share of
      common stock, no par value per share, of the Company (“Common Stock”) at a
      purchase price equal to the Exercise Price (as defined in Section 1) in
      lawful money of the United States of America. These Warrants are part of a
      certain securities 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    purchase
      agreement (the “Securities Purchase Agreement”) dated November 5, 2007 between
      the Company and the Initial Warrant Holder, and are subject to the terms and
      conditions thereof.

     

    1.  WARRANT;
      EXERCISE PRICE. Each Warrant shall entitle the Initial Warrant Holder or
      anyone to whom such Warrant has been transferred in accordance with Section
      6
      hereof (each such transferee and the Initial Warrant Holder, a “Warrant Holder”)
      the right to purchase one share of Common Stock (individually, a “Warrant Share”
severally, the “Warrant Shares”). The purchase price payable upon exercise of
      each Warrant (“Exercise Price”) shall be US$1.25 per share, subject to
      adjustment as provided in Section 7.

     

    2.  EXERCISE
      OF WARRANTS; EXPIRATION DATE.

     

    2.1  The
      Warrants are exercisable during the period commencing on November 5, 2007
      (“Commencement Date”) and ending on the Expiration Date (as defined below in
Section 2.6), in whole, or from time to time, in part, at the option of
      the Warrant Holder, upon delivery to the Company, the Company’s Transfer Agent
      and the Company’s counsel, or such other person as the Company may designate, a
      duly completed and executed form of exercise attached hereto (indicating
      exercise by payment of the Exercise Price) and payment of an amount equal to
      the
      then applicable Exercise Price multiplied by the number of Warrant Shares then
      being purchased upon such exercise.  The payment of the Exercise Price
      shall be in cash or by certified check or official bank check, payable to the
      order of the Company.

     

    2.2  Each
      exercise of a Warrant shall be deemed to have been effected immediately prior
      to
      the close of business on the day on which such Warrant shall have been
      surrendered to the Company as provided in Section 2.1.  At such time, the
      person or persons in whose name or names any certificates for Warrant Shares
      shall be issuable upon such exercise in accordance with Section 2.3 shall
      be deemed to have become the holder or holders of record of the Warrant Shares
      represented by such certificates.

     

    2.3  Subject
      to the provision of Section 6.3, the Company, at its expense, will cause
      to be issued in the name of, and delivered to, the Warrant Holder, or, subject
      to the terms and conditions hereof, to such other individual or entity as such
      Warrant Holder may direct:

     

    (a)  a
      certificate or certificates for the number of full Warrant Shares to which
      such
      Warrant Holder shall be entitled upon such exercise plus, in lieu of any
      fractional share to which such Warrant Holder would otherwise be entitled,
      cash
      in an amount determined pursuant to Section 2.4 hereof, and

     

    (b)  in
      case
      such exercise is in part only (including as a result of Section 6.3
      hereof), a new Warrant or Warrants (dated the date hereof) of like tenor,
      stating on the face or faces thereof the number of shares currently stated
      on
      the face of this Warrant minus the number of such shares purchased by the
      Warrant Holder upon such exercise as provided in Section
      2.1.

     

    2.4  The
      Company shall not be required upon the exercise of this Warrant to issue any
      fractional shares, but shall make an adjustment thereof in cash on the basis
      of
      the “last sale price” (as defined below) of the Company’s Common Stock on the
      trading day immediately prior to the date of exercise.  For purposes
      of this Section 2.4, “last
      sale price” means (i) if the 

     

    
      
         

      

      
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    Common
      Stock is listed on a national securities exchange, the last trading price per
      share of the Common Stock for such date, (ii) if the Common Stock is quoted
      on
      the NASD OTC Bulletin Board, the closing bid price of the Common Stock on such
      date, (iii) if the Common Stock is traded in the residual over-the-counter
      market, the closing bid price for the Common Stock for such date as reported
      by
      the Pink Sheets, LLC or similar publisher of such quotations, and (iv) if the
      last sale price of the Common Stock cannot be determined pursuant to clause
      (i),
      (ii) or (iii) above, such price as the Board of Directors of the Company shall
      determine, in good faith.

     

    2.5  If
      the
      Company fails to deliver to the Warrant Holder a certificate or certificates
      representing the Warrant Shares and cash in lieu of any fractional shares in
      accordance with Section 2.3, then the Warrant Holder will have the right
      to rescind the exercise of the applicable Warrants.

     

    2.6  The
      term
“Expiration Date” shall mean 5:00 p.m., California time on October 31, 2010, or
      if such date shall in the State of California be a holiday or a day on which
      banks are authorized to close, then 5:00 p.m., California time the next
      following day which in the State of California is not a holiday or a day on
      which banks are authorized to close.

     

    2.7  The
      Warrants are not redeemable by the Company.

     

    2.8  The
      Company hereby represents and warrants that the execution and delivery of this
      Warrant has been duly authorized by all necessary corporate action on behalf
      of
      the Company and does not violate the provisions of the Company’s organizational
      documents.

     

    3.  REGISTRATION
      AND TRANSFER ON COMPANY BOOKS. The Company (or an agent of the Company) will
      maintain a register containing the name and address of the Warrant
      Holder.  The Warrant Holder may change its, his or her address as
      shown on the warrant register by written notice to the Company requesting such
      change. The Company shall register upon its books any transfer of a Warrant
      upon
      surrender of same as provided in Section 5.

     

    4.  RESERVATION
      OF SHARES.  The Company will at all times reserve and keep
      available, solely for issuance and delivery upon the exercise of this Warrant,
      such Warrant Shares and other stock, securities and property, as from time
      to
      time shall be issuable upon the exercise of this Warrant.  The Company
      covenants that all Warrant Shares so issuable when issued will be duly and
      validly issued and fully paid and non-assessable.

     

    5.  EXCHANGE,
      LOSS OR MUTILATION OF WARRANT.  Warrants are exchangeable, without
      expense, at the option of the Warrant Holder, upon presentation and surrender
      hereof to the Company for other warrants of different denominations entitling
      the holder thereof to purchase in the aggregate the same number of shares of
      Common Stock purchasable hereunder on the same terms and conditions as provided
      herein.  Subject to the provisions of Section 6, if applicable, this
      Warrant may
      be divided or combined with other warrants which carry the same rights upon
      presentation hereof at the Company’s office together with a written notice
      specifying the names and denominations in which new Warrants are to be issued
      and signed by the Warrant Holder hereof.  The term “Warrant” as used
      herein includes any Warrants into which this Warrant may be divided or
      exchanged.  Upon receipt by the Company of reasonable evidence of the
      ownership and the loss, theft, destruction or mutilation 

     

    
      
         

      

      
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    of
      this
      Warrant and, in the case of loss, theft or destruction, receipt of indemnity
      reasonably satisfactory to the Company, or, in the case of mutilation, upon
      surrender and cancellation of the mutilated Warrant, the Company shall execute
      and deliver in lieu thereof a new Warrant of like tenor and date
      representing an equal number of Warrants.

     

    6.  LIMITATION
      ON EXERCISE AND SALES.

     

    6.1  The
      Warrant Holder acknowledges that the Warrants and the Warrant Shares have not
      been registered under the Securities Act and the rules and regulations
      thereunder, or any successor legislation, and agrees not to sell, pledge,
      distribute, offer for sale, transfer or otherwise dispose of any Warrant, or
      any
      Warrant Shares issued upon its exercise, except in compliance with the
      requirements of Section 6.2.

     

    6.2  The
      Warrant Holder agrees not to sell, transfer or otherwise dispose of the Warrant
      or Warrant Shares, unless a registration statement under the Securities Act
      of
      1933, as amended (the “Securities Act”), is in effect with regard thereto or
      unless such sale, transfer or other disposition is made pursuant to a
      transaction exempt from such registration and registration or qualification
      under applicable state securities laws.

     

    6.3  The
      Warrant and the Warrant Shares delivered to the Warrant Holder upon exercise
      hereof shall be imprinted with a legend in substantially the following
      form:

     

    
      	
              “THE
                SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
                AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
                OR
                WITH THE SECURITIES COMMISSION OF ANY STATE UNDER ANY APPLICABLE
                STATE
                SECURITIES OR BLUE SKY LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE
                TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
                OR IN A
                TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES
                LAWS.

              


              THE
                SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED TO INVESTORS WHO ARE
                NOT
                U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT
                OF 1933,
                AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES
                ACT
                IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES
                ACT.

              


              TRANSFER
                OF THESE SHARES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
                OF
                REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT,
                OR
                PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING
                TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
                ACT.” 

            


    

    


    
      
         

      

      
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    7.  ADJUSTMENT
      OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES DELIVERABLE. The Exercise
      Price and the number of Warrant Shares purchasable pursuant to each Warrant
      shall be subject to adjustment from time to time as hereinafter set forth in
      this Section 7:

    


    7.1           The
      number of Warrant Shares purchasable upon the exercise of the Warrant and the
      Exercise Price shall be subject to adjustment as follows:

    


    (i)           In
      case the Company shall at any time subdivide (including, without limitation
      through a stock split or stock dividend) its outstanding shares of Common Stock
      into a greater number of shares, the Exercise Price in effect immediately prior
      to such subdivision shall be proportionally reduced and the number of Warrant
      Shares purchasable hereunder shall be proportionately increased. In case the
      outstanding shares of the Common Stock of the Company shall be combined
      (including, without limitation through a reverse stock split) into a smaller
      number of shares, the Exercise Price in effect immediately prior to such
      combination shall be proportionately increased and the number of Warrant Shares
      purchasable hereunder shall be proportionately decreased.

     

    (ii)           In
      case of any capital reorganization, reclassification or similar transaction
      involving the capital stock of the Company, any consolidation, merger or
      business combination of the Company with another corporation, or the sale,
      conveyance or similar transaction of all or substantially all of its assets
      to
      another corporation, shall be effected in such a way that holders of the Common
      Stock shall be entitled to receive stock, securities, or assets (including
      cash)
      with respect to or in exchange for shares of the Common Stock, then, prior
      to
      and as a condition of such reorganization, reclassification, consolidation,
      merger, business combination, sale, conveyance or similar transaction
      (“Fundamental Transaction”), lawful and adequate provision shall be made whereby
      the Warrant Holder shall thereafter have the right to receive upon exercise
      of
      the Warrant prior to the Fundamental Transaction and in lieu of the Warrant
      Shares, such shares of stock, securities or assets (including cash) as may
      be
      issued or payable with respect to or in exchange for a number of outstanding
      shares of Common Stock equal to the number of shares of Common Stock immediately
      theretofore purchasable upon the exercise of the Warrant had such
      reorganization, reclassification, consolidation, merger, business combination,
      sale, conveyance or similar transaction not taken place. In any such case,
      appropriate provision shall be made with respect to the rights and interests
      of
      the Warrant Holder to the end that the provisions hereof (including, without
      limitation, provisions for adjustment of the Exercise Price and of the number
      of
      Warrant Shares purchasable upon the exercise of the Warrant) shall thereafter
      be
      applicable, as nearly as possible in relation to any stock, securities or assets
      thereafter deliverable upon the exercise of the Warrant.

     

    (iii)           The
      record date for the holders of Common Stock for the purpose of entitling them
      (a) to receive a dividend or other distribution payable in shares of Common
      Stock or Common Stock equivalents, or (b) to subscribe for purchase or otherwise
      receive any shares of Common Stock or Common Stock equivalents shall be the
      date
      determined by the Board as the record date for such purposes or, if none is
      established by the Board, then the record date shall be the date immediately
      prior to such action.

     

    (iv)  Whenever
      the number of Warrant Shares purchasable upon the 

     

    
      
         

      

      
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    exercise
      of the Warrant or the Exercise Price of such Warrant Shares is adjusted, as
      herein provided, the Company shall, within twenty (20) business days following
      the event which triggered such adjustment, deliver via any reputable
      international courier service to Warrant Holder notice of such adjustment or
      adjustments and shall deliver to Warrant Holder a copy of a certificate (an
      “Adjustment Certificate”) of either the Board of Directors of the Company or of
      a firm of independent public accountants selected by the Board of Directors
      of
      the Company (who may be the regular accountants employed by the Company) setting
      forth the number of Warrant Shares purchasable upon the exercise of the Warrant
      and the Exercise Price of such Warrant Shares 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.

    


    (v)  As
      used
      in this Agreement and the Warrant, the term “Exercise Price” shall mean the
      purchase price per share specified in this Warrant until the occurrence of
      an
      event specified in this Section 7 and thereafter shall mean said price, as
      adjusted from time to time, in accordance with the provisions of this Section
      7.

    


    (vi)  In
      the
      event that at any time, as a result of an adjustment made pursuant to this
      Section 7, the Warrant Holder shall, upon Exercise of the Warrant, become
      entitled to receive shares and/or other securities or assets (other than Common
      Stock) then, wherever appropriate, all references herein to shares of Common
      Stock shall be deemed to refer to and include such shares and/or other
      securities or assets; and thereafter the number of such shares and/or other
      securities or assets.

     

    (vii)                      If
      any adjustment to the number of shares of Common Stock issuable upon the
      exercise of each Warrant or any adjustment to the Exercise Price is required
      pursuant to Section 7 hereof, the number of shares of Common Stock issuable
      upon
      exercise of each Warrant or the Exercise Price shall be rounded up to the
      nearest 1/100th
      cent or 1/100th
      Share, as appropriate.

    


    8.  VOLUNTARY
      ADJUSTMENT BY THE COMPANY.  The Company may, at its option, at any
      time during the term of the Warrants, reduce the then current Exercise Price
      to
      any amount deemed appropriate by the Board of Directors of the Company and/or
      extend the date of the expiration of the Warrants.

     

    9.  RIGHTS
      OF THE WARRANT HOLDER. The Warrant Holder shall not, by virtue hereof, be
      entitled to any rights of a stockholder in the Company, either at law or equity,
      and the rights of the Warrant Holder are limited to those expressed in the
      Warrant and are not enforceable against the Company except to the extent set
      forth herein.

     

    10.  NOTICES
      OF RECORD DATE.  In case: (a) the Company shall take a record of
      the holders of its Common Stock (or other stock or securities at the time
      deliverable upon the exercise of this Warrant) for the purpose of entitling
      or
      enabling them to receive any dividend or other distribution, or to receive
      any
      right to subscribe for or purchase any shares of any class or any other
      securities, or to receive any other right, or (b) of any capital reorganization
      of the Company, any reclassification of the capital stock of the Company, any
      consolidation or merger of the Company with or into another corporation (other
      than a consolidation or merger in which the Company is the surviving entity),
      or
      any transfer of all or substantially all of the assets of the 

     

    
      
         

      

      
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    Company,
      or (c) of the voluntary or involuntary dissolution, liquidation or winding-up
      of
      the Company, then, and in each such case, the Company will mail or cause to
      be
      mailed to the Warrant Holder a notice specifying, as the case may be: (i) the
      date on which a record is to be taken for the purpose of such dividend,
      distribution or right, and stating the amount and character of such dividend,
      distribution or right, or (ii) the effective date on which such reorganization,
      reclassification, consolidation, merger, transfer, dissolution, liquidation
      or
      winding-up is to take place, and the time, if any is to be fixed, as of which
      the holders of record of Common Stock (or such other stock or securities at
      the
      time deliverable upon the exercise of this  Warrant) shall be entitled
      to exchange their shares of Common Stock (or such other stock or securities)
      for
      securities or other property deliverable upon such reorganization,
      reclassification, consolidation, merger, transfer, dissolution, liquidation
      or
      winding-up.  Such notice shall be delivered at least twenty (20) days
      prior to the record date or effective date for the event specified in such
      notice, provided that the failure to mail such notice shall not affect the
      legality or validity of any such action.

     

    11.  SUCCESSORS.  The
      rights and obligations of the parties to this Warrant will inure to the benefit
      of and be binding upon the parties hereto and their respective permitted heirs,
      successors, assigns, pledgees, transferees and purchasers.

     

    12.  CHANGE
      OR WAIVER.  Any term of this Warrant may be changed or waived only
      by an instrument in writing signed by the party against whom enforcement of
      the
      change or waiver is sought.

     

    13.  HEADINGS.  The
      headings in this Warrant are for purposes of reference only and shall not limit
      or otherwise affect the meaning of any provision of this Warrant.

     

    14.  GOVERNING
      LAW.  This Warrant shall be governed by and construed in
      accordance with the laws of the State of California as such laws are applied
      to
      contracts made and to be fully performed entirely within that state between
      residents of that state.

     

    15.  JURISDICTION
      AND VENUE. The Company (i) agrees that any legal suit, action or proceeding
      arising out of or relating to this Warrant shall be instituted exclusively
      in
      the federal courts located in Los Angeles, California, U.S.A., (ii) waives
      any
      objection to the venue of any such suit, action or proceeding and the right
      to
      assert that such forum is not a convenient forum, and (iii) irrevocably consents
      to the jurisdiction of the federal courts located in Los Angeles, California,
      U.S.A. in any such suit, action or proceeding, and the Company further agrees
      to
      accept and acknowledge service or any and all process that may be served in
      any
      such suit, action or proceeding in the federal courts located in Los Angeles,
      California, U.S.A. in person or by certified mail addressed as provided in
      the
      following Section.

     

    16.  AMENDMENT
      AND WAIVER.  Any amendment or waiver of any of the terms or
      conditions of the Warrants by a party hereto must be in writing and must be
      duly
      executed by or on its behalf. The failure of a party to exercise any of its
      rights hereunder or to insist upon strict adherence to any term or condition
      hereof on any one occasion shall not be construed as a waiver or deprive that
      party of the right thereafter to insist upon strict adherence to the terms
      and
      conditions of this Warrant at a later date.  Further, no waiver of any
      of the terms and conditions 

     

    
      
         

      

      
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    of
      this
      Warrant shall be deemed to or shall constitute a waiver of any other term of
      condition hereof (whether or not similar).

     

    17.  DELIVERY
      OF NOTICES, ETC.  All notices and other communications under this
      Warrant (except payment) shall be in writing and shall be sufficiently given
      if
      delivered to the addressees via any reputable international courier service
      as
      follows:

     

    
      	
               

            	
              Warrant
                Holder:

            	
              To
                his, her or its last known address as indicated on the Company’s books and
                records.

            


    

     

    
      	
               

            	
              The
                Company:

            	
              To
                the Company’s Chief Executive Officer at the address of the Company’s
                principal office as set forth in the last filing by the Company with
                the
                SEC

            


    

     

    or
      to
      such other address as any of them, by notice to the others, may designate from
      time to time.  Notice shall be deemed given on the scheduled delivery
      date.

    


     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
      authorized officer as of the 5th day of
      November, 2007.

     

     

    
      	 	
              ZAP

              a
                California Corporation

              


               

              By:

              
                

              

              Name:
                Steven M. Schneider

              Title:
                Chief Executive Officer

            


    

    
      



    
      
         

      

      
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    Notice
      of Exercise

    To
      Be
      Executed by the Warrant Holder

    In
      Order
      to Exercise Warrants

    


    The
      undersigned Warrant Holder hereby irrevocably elects to exercise ______ Warrants
      represented by this Warrant for the shares of Common Stock issuable upon the
      exercise of such Warrants, and requests that certificates for such shares of
      Common Stock shall be issued in the name of

     

    


     
      
        

      

    

     

    
      
        

      

    

    (please
      print or type name and address)

    and
      be
      delivered to

     

    
      
        

      

       

      
        

      

    

    (please
      print or type name and address)

    


    and
      if
      such number of Warrants shall not be all the Warrants evidenced by this Warrant,
      that a new Warrant for the balance of such Warrants be registered in the name
      of, and delivered to, the registered Warrant Holder at the address stated
      above.

    


    The
      undersigned hereby represents and warrants to the Company that it is not a
      U.S.
      Person (as defined in Regulation S).  The undersigned understands that
      the shares it will be receiving are “restricted securities” under Federal
      securities laws inasmuch as they are being acquired from ZAP in transactions
      not
      including any public offering and that under such laws, such shares may only
      be
      sold pursuant to an effective and current registration statement under the
      Securities Act or an exemption from the registration requirements of the
      Securities Act and any other applicable restrictions including the
      requirements of state securities and “blue sky” laws, in which event a legend or
      legends will be placed upon the certificate(s) representing the Common Stock
      issuable under this Warrant denoting such restrictions.  The
      undersigned understands and acknowledges that the Company will rely on the
      accuracy of these representations and warranties in issuing the securities
      underlying the Warrant.

    


     

    
      	
              Dated:

              
                

              

               

            	
              
                

              

              (Signature
                of Registered Holder) 

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ASSIGNMENT
      FORM

    To
      be
      executed by the Warrant Holder

    In
      order
      to Assign Warrants

    


    FOR
      VALUE
      RECEIVED,____________________________________ hereby sell, assigns and transfer
      unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

     

    


    
      	
               

               

            


    

     

    


     
      
        

      

    

     

    
      
        

      

    

     
      
        

      

    

    (Please
      print or type name and address)

    


     

    ______________________
      of the Warrants represented by this Warrant, and hereby irrevocably constitutes
      and appoints ________________________ Attorney to transfer this Warrant on
      the
      books of the Company, with full power of substitution in the
      premises.

     

     

    
      	
              Dated:

              
                

              

               

            	
              
                

              

              (Signature
                of Registered Holder)

              


              

                

              

              (Signature
                Guaranteed)