Exhibit
      4.1

     

    COMMON
      STOCK WARRANT AGREEMENT

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
      EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
      EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE “ACT”). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER
      TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION
      IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE
“RESTRICTED” AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE
      ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

     

    COMMON
      STOCK PURCHASE WARRANT

     

    To
      Purchase 1,000,000 Shares of Common Stock, par value $0.001 per
      share

     

    of

     

    CELSIA
      TECHNOLOGIES, INC.

     

    THIS
      CERTIFIES that, for value received, AMF Capital, Inc. (“AMF” or “Holder”) is
      entitled, upon the terms and subject to the conditions hereinafter set forth,
      at
      any time on or after the date hereof and on or prior to 5:00 p.m. New York
      City
      Time on the date that is five years after the date hereof (the “Termination
      Date”), but not thereafter, to subscribe for and purchase from Celsia
      Technologies, Inc., a Nevada corporation, (the “Company”), 1,000,000 shares
      (such shares the “Warrant Shares”) of common stock, par value $0.001, of the
      Company (“Common Stock”), at an exercise price of $.88 per share (the “Exercise
      Price”). The Exercise Price and the number of shares for which the Warrant is
      exercisable shall be subject to adjustment as provided herein. This Warrant
      is
      being issued pursuant to that certain Settlement Agreement and Release dated
      as
      of July 18, 2007 by and between the Company and AMF. 

     

    1. Title
      of Warrant.
      Prior
      to the expiration hereof 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 (a) the
      Assignment Form annexed hereto properly endorsed, and (b) any other
      documentation reasonably necessary to satisfy the Company that such transfer
      is
      in compliance with all applicable securities laws. The term “Holder” shall refer
      to AMF or any subsequent transferee of this Warrant. 

     

    2. 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 and payment of the Exercise Price as set forth
      herein, 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 or otherwise specified herein). 

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

    3. Exercise
      of Warrant.
      

     

    (a) The
      Holder may exercise this Warrant, in whole or in part, at any time and from
      time
      to time, by 

     

    (i) delivering
      (which may be by facsimile) to the offices of the Company or any transfer agent
      for the Common Stock on or prior to the Termination Date, this Warrant together
      with a Notice of Exercise in the form annexed hereto specifying the number
      of
      Warrant Shares with respect to which this Warrant is being exercised, together
      with payment in cash to the Company of the Exercise Price therefor.


     

    (ii) with
      the
      consent of the Company, which shall not be unreasonably withheld, by the
      exchange of this Warrant in whole or in part (with the Cashless Exercise
      subscription form in the form annexed hereto duly executed) (a "Cashless
      Exercise") at the address of the Company set forth herein. Such presentation
      and
      exchange shall be deemed a waiver of the Holder's obligation to pay the Exercise
      Price or, in the case of a partial exercise of this Warrant, of the portion
      of
      the Exercise Price that would otherwise be payable in connection with such
      partial exercise. Upon presentment of this Warrant in connection with a Cashless
      Exercise, the number of Warrant Shares subject to this Warrant shall be reduced
      by the number of Warrant Shares specified on the Cashless Exercise subscription
      form, and in exchange for such reduction the Holder shall receive the number
      of
      Warrant Shares, as the case may be, specified on the Cashless Exercise
      subscription form (up to the total number of Warrant Shares which are subject
      to
      this Warrant) multiplied by a fraction, the numerator of which shall be the
      difference between the then current Fair Market Value (as defined in
      Section 12(b)) per share of the Common Stock and the Exercise Price per
      share, and the denominator of which shall be the then current Fair Market Value
      per share of Common Stock. 

     

    (b) In
      the
      event that the Warrant is not exercised in full, the number of Warrant Shares
      shall be reduced by the number of such Warrant Shares for which this Warrant
      is
      exercised and/or surrendered, and the Company, if requested by Holder and at
      its
      expense, shall within five (5) business days issue and deliver to the Holder
      a
      new Warrant of like tenor in the name of the Holder or as the Holder (upon
      payment by Holder of any applicable transfer taxes) may request, reflecting
      such
      adjusted Warrant Shares. Notwithstanding anything to the contrary set forth
      herein, upon exercise of any portion of this Warrant in accordance with the
      terms hereof, the Holder shall not be required to physically surrender this
      Warrant to the Company unless such Holder is purchasing the full amount of
      Warrant Shares represented by this Warrant. The Holder and the Company shall
      maintain records showing the number of Warrant Shares so purchased hereunder
      and
      the dates of such purchases or shall use such other method, reasonably
      satisfactory to the Holder and the Company, so as not to require physical
      surrender of this Warrant upon each such exercise. The Holder and any assignee,
      by acceptance of this Warrant or a new Warrant, acknowledge and agree that,
      by
      reason of the provisions of this Section, following exercise of any portion
      of
      this Warrant, the number of Warrant Shares which may be purchased upon exercise
      of this Warrant may be less than the number of Warrant Shares set forth on
      the
      face hereof. 

     

    
      
        
        

      

      
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    (c) Certificates
      for shares of Common Stock purchased hereunder shall be delivered to the Holder
      hereof within five (5) business days after the date on which this Warrant shall
      have been exercised as aforesaid. The Holder may withdraw its Notice of Exercise
      at any time if the Company fails to timely deliver the relevant certificates
      to
      the Holder as provided in this Agreement. A Notice of Exercise shall be deemed
      sent on the date of delivery if delivered before 5:00 p.m. New York Time on
      such
      date, or the day following such date if delivered after 5:00 p.m. New York
      Time;
      provided that the Company is only obligated to deliver Warrant Shares against
      delivery of the Exercise Price from the holder hereof and surrender of this
      Warrant (or appropriate affidavit and/or indemnity in lieu thereof).


     

    (d) In
      lieu
      of delivering physical certificates representing the Warrant Shares issuable
      upon exercise of this Warrant, provided the Company’s transfer agent is
      participating in the Depository Trust Company (“DTC”) Fast Automated Securities
      Transfer (“FAST”) program, and provided the Company is eligible to participate
      in the FAST program, upon request of the Holder, the Company shall use its
      best
      efforts to cause its transfer agent to electronically transmit the Warrant
      Shares issuable upon exercise to the Holder, by crediting the account of the
      Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission
      (“DWAC”) system. The time periods for delivery described above shall apply to
      the electronic transmittals through the DWAC system. The Company agrees to
      coordinate with DTC to accomplish this objective, provided the Company is
      eligible to utilize the services of DTC and is eligible to participate in the
      FAST program.

     

    (e) The
      term
“Trading Day” means (i) if the Common Stock is not listed on the New York or
      American Stock Exchange but sale prices of the Common Stock are reported on
      Nasdaq National Market or another automated quotation system, a day on which
      trading is reported on the principal automated quotation system on which sales
      of the Common Stock are reported, (ii) if the Common Stock is listed on the
      New
      York Stock Exchange or the American Stock Exchange, a day on which there is
      trading on such stock exchange, or (iii) if the foregoing provisions are
      inapplicable, a day on which quotations are reported by National Quotation
      Bureau Incorporated.

     

    4. No
      Fractional Shares or Scrip.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant. In lieu of issuance of a fractional share upon
      any
      exercise hereunder, the Company will either round up to nearest whole number
      of
      shares or pay the cash value of that fractional share, which cash value shall
      be
      calculated on the basis of the average closing price of the Common Stock during
      the five (5) Trading Days immediately preceding the date of
      exercise.

     

    5. 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, all of which taxes and expenses shall be paid by the Company,
      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 provided further,
      that
      the Company shall not be required to pay any tax or taxes which may be payable
      in respect of any transfer involved in the issuance of any Warrant certificates
      or any certificates for the Warrant Shares other than the issuance of a Warrant
      Certificate to the Holder in connection with the Holder’s surrender of a Warrant
      Certificate upon the exercise of all or less than all of the Warrants evidenced
      thereby.

     

    
      
        
        

      

      
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    6. Closing
      of Books.
      The
      Company will at no time close its shareholder books or records in any manner
      which interferes with the timely exercise of this Warrant.

     

    7. No
      Rights as Shareholder until Exercise.
      Subject
      to Section 12 of this Warrant and the provisions of any other written agreement
      between the Company and AMF, AMF shall not be entitled to vote or receive
      dividends or be deemed the holder of Warrant Shares or any other securities
      of
      the Company that may at any time be issuable on the exercise hereof for any
      purpose, nor shall anything contained herein be construed to confer upon AMF,
      as
      such, any of the rights of a stockholder of the Company or any right to vote
      for
      the election of directors or upon any matter submitted to stockholders at any
      meeting thereof, or to give or withhold consent to any corporate action (whether
      upon any recapitalization, issuance of stock, reclassification of stock, change
      of par value, or change of stock to no par value, consolidation, merger,
      conveyance or otherwise) or to receive notice of meetings, or to receive
      dividends or subscription rights or otherwise until the Warrant shall have
      been
      exercised as provided herein. However, at the time of the exercise of this
      Warrant pursuant to Section 3 hereof, the Warrant Shares so purchased hereunder
      shall be deemed to be issued to such Holder as the record owner of such shares
      as of the close of business on the date on which this Warrant shall have been
      exercised.

     

    8. Assignment
      and Transfer of Warrant.
      This
      Warrant may be assigned by the surrender of this Warrant and the Assignment
      Form
      annexed hereto duly executed at the office of the Company (or such other office
      or agency of the Company or its transfer agent as the Company may designate
      by
      notice in writing to the registered Holder hereof at the address of such Holder
      appearing on the books of the Company); provided,
      however,
      that
      this Warrant may not be resold or otherwise transferred except (i) in a
      transaction registered under the Securities Act of 1933, as amended (the “Act”),
      or (ii) in a transaction pursuant to an exemption, if available, from
      registration under the Act and whereby, if reasonably requested by the Company,
      an opinion of counsel reasonably satisfactory to the Company is obtained by
      the
      Holder of this Warrant to the effect that the transaction is so
      exempt.

     

    9. Loss,
      Theft, Destruction or Mutilation of Warrant; Exchange.
      The
      Company represents warrants and covenants that (a) upon receipt by the Company
      of evidence and/or indemnity reasonably satisfactory to it of the loss, theft,
      destruction or mutilation of any Warrant or stock certificate representing
      the
      Warrant Shares, and in case of loss, theft or destruction, of indemnity
      reasonably satisfactory to it, and (b) 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 this Warrant or stock certificate, without any charge
      therefor. This Warrant is exchangeable at any time for an equal aggregate number
      of Warrants of different denominations, as requested by the holder surrendering
      the same, or in such denominations as may be requested by the Holder following
      determination of the Exercise Price. No service charge will be made for such
      registration or transfer, exchange or reissuance.

     

    10. 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 legal holiday.

     

    
      
        
        

      

      
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    11. Effect
      of Certain Events.
      If at
      any time while this Warrant or any portion thereof is outstanding and unexpired
      there shall be a transaction (by merger or otherwise) in which more than 50%
      of
      the voting power of the Company is disposed of (collectively, a “Sale or Merger
      Transaction”), the Holder of this Warrant shall have the right thereafter to
      purchase, by exercise of this Warrant and payment of the aggregate Exercise
      Price in effect immediately prior to such action, the kind and amount of shares
      and other securities and property which it would have owned or have been
      entitled to receive after the happening of such transaction had this Warrant
      been exercised immediately prior thereto, subject to further adjustment as
      provided in Section 12.

     

    12. Adjustments
      of Exercise Price and Number of Warrant Shares.
      The
      number of and kind of securities purchasable upon exercise of this Warrant
      and
      the Exercise Price shall be subject to adjustment from time to time as set
      forth
      in this Section 12. 

     

    (a) Subdivisions,
      Combinations, Stock Dividends and other Issuances.
      If the
      Company shall, at any time while this Warrant is outstanding, (A) pay a stock
      dividend or otherwise make a distribution or distributions on any equity
      securities (including instruments or securities convertible into or exchangeable
      for such equity securities) in shares of Common Stock, (B) subdivide outstanding
      shares of Common Stock into a larger number of shares, or (C) combine
      outstanding Common Stock into a smaller number of shares, then the Exercise
      Price shall be multiplied by a fraction, the numerator of which shall be the
      number of shares of Common Stock outstanding before such event and the
      denominator of which shall be the number of shares of Common Stock outstanding
      after such event. Any adjustment made pursuant to this Section 12(a) shall
      become effective immediately after the record date for the determination of
      stockholders entitled to receive such dividend or distribution and shall become
      effective immediately after the effective date in the case of a subdivision
      or
      combination. The number of shares which may be purchased hereunder shall be
      increased proportionately to any reduction in Exercise Price pursuant to this
      paragraph 12(a), so that after such adjustments the aggregate Exercise Price
      payable hereunder for the increased number of shares shall be the same as the
      aggregate Exercise Price in effect just prior to such adjustments.

     

    (b) Other
      Distributions.
      If at
      any time after the date hereof the Company distributes to holders of its Common
      Stock, other than as part of its dissolution, liquidation or the winding up
      of
      its affairs, any shares of its capital stock, any evidence of indebtedness
      or
      any of its assets (other than Common Stock), then the number of Warrant Shares
      for which this Warrant is exercisable shall be increased to equal: (i) the
      number of Warrant Shares for which this Warrant is exercisable immediately
      prior
      to such event, (ii) multiplied by a fraction, (A) the numerator of which shall
      be the Fair Market Value (as defined below) per share of Common Stock on the
      record date for the dividend or distribution, and (B) the denominator of which
      shall be the Fair Market Value price per share of Common Stock on the record
      date for the dividend or distribution minus the amount allocable to one share
      of
      Common Stock of the value (as jointly determined in good faith by the Board
      of
      Directors of the Company and the Holder) of any and all such evidences of
      indebtedness, shares of capital stock, other securities or property, so
      distributed. For purposes of this Warrant, “Fair Market Value” shall equal the
      average closing trading price of the Common Stock on the principal securities
      exchange or trading market on which the Common Stock is traded, listed or quoted
      (the “Principal Market”) for the 5 Trading Days preceding the date of
      determination or, if the Common Stock is not listed or admitted to trading
      on
      any Principal Market, and the average price cannot be determined as contemplated
      above, the Fair Market Value of the Common Stock shall be as reasonably
      determined in good faith by the Company’s Board of Directors and the Holder. The
      Exercise Price shall be reduced to equal: (i) the Exercise Price in effect
      immediately before the occurrence of any event (ii) multiplied by a fraction,
      (A) the numerator of which is the number of Warrant Shares for which this
      Warrant is exercisable immediately before the adjustment, and (B) the
      denominator of which is the number of Warrant Shares for which this Warrant
      is
      exercisable immediately after the adjustment.

     

    
      
        
        

      

      
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    (c) Merger,
      etc.
      If at
      any time after the date hereof there shall be a merger or consolidation of
      the
      Company with or into or a transfer of all or substantially all of the assets
      of
      the Company to another entity, then the Holder shall be entitled to receive
      upon
      or after such transfer, merger or consolidation becoming effective, and upon
      payment of the Exercise Price then in effect, the number of shares or other
      securities or property of the Company or of the successor corporation resulting
      from such merger or consolidation, which would have been received by the Holder
      for the shares of stock subject to this Warrant had this Warrant been exercised
      just prior to such transfer, merger or consolidation becoming effective or
      to
      the applicable record date thereof, as the case may be. The Company will not
      merge or consolidate with or into any other corporation, or sell or otherwise
      transfer its property, assets and business substantially as an entirety to
      another corporation, unless the corporation resulting from such merger or
      consolidation (if not the Company), or such transferee corporation, as the
      case
      may be, shall expressly assume in writing the due and punctual performance
      and
      observance of each and every covenant and condition of this Warrant to be
      performed and observed by the Company.

     

    (d) Reclassification,
      etc.
      If at
      any time after the date hereof there shall be a reorganization or
      reclassification of the securities as to which purchase rights under this
      Warrant exist into the same or a different number of securities of any other
      class or classes, then the Holder shall thereafter be entitled to receive upon
      exercise of this Warrant, during the period specified herein and upon payment
      of
      the Exercise Price then in effect, the number of shares or other securities
      or
      property resulting from such reorganization or reclassification, which would
      have been received by the Holder for the shares of stock subject to this Warrant
      had this Warrant at such time been exercised.

     

    In
      the
      event of any adjustment in the number of Warrant Shares issuable hereunder
      upon
      exercise, the Exercise Price shall be inversely proportionately increased or
      decreased as the case may be, such that aggregate purchase price for Warrant
      Shares upon full exercise of this Warrant shall remain the same. Similarly,
      in
      the event of any adjustment in the Exercise Price, the number of Warrant Shares
      issuable hereunder upon exercise shall be inversely proportionately increased
      or
      decreased as the case may be, such that aggregate purchase price for Warrant
      Shares upon full exercise of this Warrant shall remain the same.

     

    13. Voluntary
      Adjustment by the Company.
      The
      Company may at its option, at any time during the term of this Warrant, reduce
      but not increase the then current Exercise Price to any amount and for any
      period of time deemed appropriate by the Board of Directors of the
      Company.

     

    14. 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,
      the Company shall promptly mail to the Holder of this Warrant a notice 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 after such adjustment and setting forth the computation of such
      adjustment and a brief statement of the facts requiring such
      adjustment.

     

    
      
        
        

      

      
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    15. Authorized
      Shares.
      The
      Company covenants that during the period the Warrant is outstanding and
      exercisable, 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 and all 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, regulation, or rule of any applicable market or
      exchange.

     

    16. Compliance
      with Securities Laws.
      (a) The
      Holder hereof acknowledges that the Warrant Shares acquired upon the exercise
      of
      this Warrant, if not registered (or if no exemption from registration exists),
      will have restrictions upon resale imposed by state and federal securities
      laws.
      Each certificate representing the Warrant Shares issued to the Holder upon
      exercise (if not registered, for resale or otherwise, or if no exemption from
      registration exists) will bear substantially the following legend:

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
      SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
      IN
      RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED,
      TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS.

     

    Without
      limiting AMF’s right to transfer, assign or otherwise convey the Warrant or
      Warrant Shares in compliance with all applicable securities laws, the Holder
      of
      this Warrant, by acceptance hereof, acknowledges that this Warrant and the
      Warrant Shares to be issued upon exercise hereof are being acquired solely
      for
      AMF’s own account and not as a nominee for any other party, and that AMF will
      not offer, sell or otherwise dispose of this Warrant or any Warrant Shares
      to be
      issued upon exercise hereof except under circumstances that will not result
      in a
      violation of applicable federal and state securities laws.

     

    17. Miscellaneous.
      

     

    (a) Issue
      Date; Choice of Law; Venue; Jurisdiction.
      The
      provisions of this Warrant shall be construed and shall be given effect in
      all
      respects as if it had been issued and delivered by the Company on the date
      hereof. This Warrant shall be binding upon any successors or assigns of the
      Company. This Warrant will be construed and enforced in accordance with and
      governed by the laws of the State of New York, except for matters arising under
      the Act, without reference to principles of conflicts of law. Each of the
      parties consents to the exclusive jurisdiction of the Federal and State Courts
      sitting in the County of New York in the State of New York in connection with
      any dispute arising under this Warrant and hereby waives, to the maximum extent
      permitted by law, any objection, including any objection based on forum non conveniens
      or
      venue, to the bringing of any such proceeding in such jurisdiction. EACH PARTY
      HERETO WAIVES THE RIGHT TO A TRIAL BY JURY.

     

    
      
        
        

      

      
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    (b) Modification
      and Waiver.
      This
      Warrant and any provisions hereof may be changed, waived, discharged or
      terminated only by an instrument in writing signed by the party against which
      enforcement of the same is sought. Any amendment effected in accordance with
      this paragraph shall be binding upon AMF, each future holder of this Warrant
      and
      the Company. No waivers of, or exceptions to, any term, condition or provision
      of this Warrant, in any one or more instances, shall be deemed to be, or
      construed as, a further or continuing waiver of any such term, condition or
      provision.

     

    (c) Notices.
      Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing by facsimile, mail or personal delivery and shall be effective
      upon actual receipt of such notice. The addresses for such communications shall
      be to the addresses as shown on the books of the Company or to the Company
      at
      the address set forth in the Purchase Agreement. A party may from time to time
      change the address to which notices to it are to be delivered or mailed
      hereunder by notice in accordance with the provisions of this Section
      16(c).

     

    (d) Severability.
      Whenever 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 is held to be invalid, illegal or unenforceable in any respect
      under any applicable law or rule in any jurisdiction, such invalidity,
      illegality or unenforceability shall not affect the validity, legality or
      enforceability of any other provision of this Warrant in such jurisdiction
      or
      affect the validity, legality or enforceability of any provision in any other
      jurisdiction, but this Warrant shall be reformed, construed and enforced in
      such
      jurisdiction as if such invalid, illegal or unenforceable provision had never
      been contained herein.

     

    (e) Specific
      Enforcement.
      The
      Company and the Holder acknowledge and agree that irreparable damage would
      occur
      in the event that any of the provisions of this Warrant were not performed
      in
      accordance with their specific terms or were otherwise breached. It is
      accordingly agreed that the parties shall be entitled to an injunction or
      injunctions to prevent or cure breaches of the provisions of this Warrant and
      to
      enforce specifically the terms and provisions hereof, this being in addition
      to
      any other remedy to which either of them may be entitled by law or
      equity.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

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

     

    Dated:
      July 18, 2007

     

    CELSIA
      TECHNOLOGIES, INC.

     

    
      	 	 	 	 
	
              By: 
                /s/ Michael Karpheden

            	 	 	
            
	
              
                

              

              Name: Michael
                Karpheden

              Title: Chief
                Financial Officer

            	 	 	
            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PURCHASE
      FORM

     

    SUBSCRIPTION
      (cash)

    


    The
      undersigned, _______________________ (the “Holder”), pursuant to the provisions
      of the Warrant of CELSIA TECHNOLOGIES, INC. (“the Company”) granted to the
      Holder (or its assignor) dated ____________________ (the “Warrant”), hereby
      agrees to subscribe for and purchase ____________________ shares of the Common
      Stock, par value $0.001 per share, of the Company covered by the Warrant, and
      makes payment therefor in full at the price per share provided by the Warrant.
      

     

    Dated:
      ____________________   Signature:
      __________________________

     

    


    INSTRUCTIONS
      FOR REGISTRATION OF STOCK:

     

     

    
      	
              Name
                

            	 	 
	 	
              (please
                type or print in block letters)

            	 


    

     

    
      
        	
                
                  Address

                

              	 	 
	 	
              	 
	
                Address

              	 	 


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOTICE
      OF CASHLESS EXERCISE

     

    SUBSCRIPTION
      (cashless
      exercise)

     

    To: Celsia
      Technologies, Inc.

     

    (1) The
      undersigned Holder _______________________, pursuant to the provisions of the
      Warrant, hereby elects to exchange its Warrant, in whole or in part, as
      appropriate, for ______ shares of Common Stock, par value $0.001 per share,
      of
      the Company, pursuant to the cashless exercise provisions of Section 3(a)(ii)
      of
      the Warrant. 

     

    (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)

            
	 	
               

              
                

              

            


    

    (3) Please
      issue a new Warrant for the unexercised portion of the attached Warrant in
      the
      name of the undersigned or in such other name as is specified below:


     

    
      	 	 	 
	
            	
            	
            
	 	
              

              (Name)

            


    

    
      	 	 	 
	
            	
            	
            
	
              
 (Date) 	
              

              (Signature)

            


    

    
      	 	 	 
	
            	
            	
            
	 	
              

              
                (Address)

              

            


    

    
       

      
        	
                Dated:

              	 	 	 
	 	 	 	 
	
              	 	 	
              
	
                

                Signature

              	 	 	
              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FORM
      OF ASSIGNMENT OR PARTIAL ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED _________________________ (the “Holder”) hereby sells, assigns and
      transfers unto

     

    
      	
              
                
                  Name 

                

              

            	 
	 	
              (please
                typewrite or print in block letters)

            	 


    

    
      	 	 	 
	
              Address

            	 


    

     

    the
      right
      to purchase Common Stock, as appropriate, to the extent of _________ shares
      as
      to which such right is exercisable pursuant to this Warrant of CELSIA
      TECHNOLOGIES, INC. (“the Company”) dated _______________ granted to the Holder
      (or its assignor), and does hereby irrevocably constitute and appoint
      ____________________________, attorney, to transfer same on the books of the
      Company with full power of substitution in the premises.

     

    Signature:
      _____________________________

     

    Dated:
      _______________________________