EXHIBIT 4.3

THE WARRANTS  REPRESENTED BY THIS  CERTIFICATE AND THE SECURITIES  ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
1933, AS AMENDED.  THE  SECURITIES MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED,
HYPOTHECATED,   TRANSFERRED   OR  ASSIGNED  IN  THE  ABSENCE  OF  AN   EFFECTIVE
REGISTRATION  STATEMENT  FOR THE  SECURITIES  UNDER  SAID ACT,  OR AN OPINION OF
COUNSEL  REASONABLY  SATISFACTORY  TO  THE  COMPANY,  THAT  REGISTRATION  IS NOT
REQUIRED UNDER SAID ACT.

THIS  WARRANT  SHALL BE VOID AFTER 5:00 P.M.  EASTERN  TIME ON DECEMBER __, 2011
(THE "EXPIRATION DATE").

NO. __                                                   FACE AMOUNT: $_________

                             NEW ERA MARKETING, INC.

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK

      For VALUE RECEIVED,  _________________  ("WARRANTHOLDER"),  is entitled to
purchase,  subject to the provisions of this warrant (the  "WARRANT"),  from NEW
ERA MARKETING, INC., a Nevada corporation (the "COMPANY"), at any time not later
than 5:00 P.M.,  Eastern time on the Expiration Date (as defined above),  shares
of common  stock of the Company (the  "SHARES").  The number of Shares for which
this Warrant is  exercisable  (the "WARRANT  SHARES") and the exercise  price of
such Warrant Shares (the "WARRANT PRICE") shall be determined in accordance with
this Warrant upon the price  determination  date (as  hereinafter  defined,  the
"PRICE   DETERMINATION   DATE").  For  purposes  of  this  Warrant,   the  Price
Determination Date shall be the earlier to occur of: (i) the consummation of the
next private  placement  offering  (the  "OFFERING"),  if any, of the  Company's
equity or equity-linked securities (the "OFFERING PRICE DATE"), or (ii) April 1,
2007 (the "VWAP PRICE DATE").

      The Warrant Price and number of Warrant Shares  purchasable  upon exercise
of this Warrant shall be subject to adjustment from time to time after the Price
Determination Date as described herein. This Warrant is being issued pursuant to
the exchange offer made to the holders of the warrants (the "FEARLESS WARRANTS")
originally  issued  by  Fearless  Yachts,  LLC  ("FEARLESS")   pursuant  to  the
Securities  Purchase  Agreement,  dated  as of April  26,  2006  (the  "PURCHASE
AGREEMENT"),  by and among Fearless,  the Purchaser Designee and such holders of
Fearless  Warrants  in  connection  with the  consummation  of the  Contribution
Agreement  dated as of December 8, 2006, by and among the Company,  Fearless and
the other signatories thereto (the "CONTRIBUTION AGREEMENT").  Capitalized terms
used  herein  have the  respective  meanings  ascribed  thereto in the  Purchase
Agreement unless otherwise defined herein.

      If the  applicable  Price  Determination  Date shall be the Offering Price
Date,  then  (i) the  number  of  Warrant  Shares  for  which  this  Warrant  is
exercisable  shall be  determined by dividing the Face Amount set forth above by
the dollar price paid for each Share (or, if  equity-linked  securities are sold
in the Offering,  then for each Share into which such securities are convertible
or  exercisable,  as the  case may be) by the  investors  in the  Offering  (the
"OFFERING PRICE") and multiplying such number by 1.5 and, (ii) the Warrant Price
for the Warrant Shares shall be determined by multiplying  the Offering Price by
0.75. If the applicable Price  Determination  Date shall be the VWAP Price Date,
then (i) the number of Warrant  Shares  for which  this  Warrant is  exercisable
shall be  determined  by dividing  the Face Amount set forth above by the volume
weighted average price of the Shares for the twenty (20) days preceding, but not
including,  April 1, 2007 (the "VWAP PRICE") and multiplying  such number by 1.5
and,  (ii) the  Warrant  Price for the Warrant  Shares  shall be  determined  by
multiplying the VWAP Price by 0.75.

      The Warrant may be exercised in whole or in part at any time and from time
to time until the Expiration  Date.  Immediately  after the Price  Determination
Date the Company shall advise the Warrantholder of the number of

<PAGE>

Warrant   Shares  and  Warrant   Price   applicable  to  this  Warrant  and  the
Warrantholder may submit this Warrant for a replacement  warrant  containing the
relevant Warrant Share and Warrant Price information.

      Section 1. REGISTRATION. The Company shall maintain books for the transfer
and registration of the Warrant.  Upon the initial issuance of this Warrant, the
Company shall issue and register the Warrant in the name of the Warrantholder.

      Section 2. TRANSFERS.  As provided herein, this Warrant may be transferred
only pursuant to a  registration  statement  filed under the  Securities  Act of
1933, as amended (the "SECURITIES ACT"), or an exemption from such registration.
Subject to such restrictions,  the Company shall transfer this Warrant from time
to time upon the books to be maintained  by the Company for that  purpose,  upon
surrender hereof for transfer,  properly  endorsed or accompanied by appropriate
instructions for transfer and such other documents as may be reasonably required
by the Company, including, if required by the Company, an opinion of its counsel
to the effect that such transfer is exempt from the registration requirements of
the Securities  Act, to establish that such transfer is being made in accordance
with the terms hereof,  and a new Warrant shall be issued to the  transferee and
the surrendered Warrant shall be canceled by the Company.

      Section 3.  EXERCISE OF WARRANT.  Subject to the  provisions  hereof,  the
Warrantholder may exercise this Warrant,  in whole or in part, at any time prior
to its  expiration  upon  surrender of the Warrant,  together with delivery of a
duly executed  Warrant  exercise form, in the form attached hereto as APPENDIX A
(the "EXERCISE AGREEMENT") and payment by cash, certified check or wire transfer
of funds (or, in certain circumstances,  by cashless exercise as provided below)
of the  aggregate  Warrant  Price for that  number of Warrant  Shares then being
purchased,  to the Company  during normal  business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the Warrantholder).  The Warrant Shares
so  purchased  shall  be  deemed  to be  issued  to  the  Warrantholder  or  the
Warrantholder's  designee  as of the close of business on the date on which this
Warrant  shall have been  surrendered  (or the date  evidence of loss,  theft or
destruction  thereof and security or indemnity  satisfactory  to the Company has
been  provided to the  Company),  the Warrant Price shall have been paid and the
completed  Exercise  Agreement shall have been delivered.  Certificates  for the
Warrant  Shares so purchased  shall be delivered to the  Warrantholder  within a
reasonable time, not exceeding three (3) business days, after this Warrant shall
have been so exercised. The Warrant Shares shall be in such denominations as may
be requested by the  Warrantholder  and shall be  registered  in the name of the
Warrantholder or such other name as shall be designated by the Warrantholder, as
specified in the Exercise  Agreement.  If this Warrant shall have been exercised
only in part, then,  unless this Warrant has expired,  the Company shall, at its
expense,  at the  time  of  delivery  of such  Warrant  Shares,  deliver  to the
Warrantholder  a new Warrant  representing  the right to purchase  the number of
Warrant  Shares  with  respect  to which this  Warrant  shall not then have been
exercised. As used herein,  "business day" means a day, other than a Saturday or
Sunday, on which banks in New York City are open for the general  transaction of
business.  Each  exercise  hereof shall  constitute  the  re-affirmation  by the
Warrantholder that the representations and warranties  contained in Section 2 of
the  Purchase  Agreement  are true and  correct in all  material  respects  with
respect to the Warrantholder as of the time of such exercise.

      Section 4. COMPLIANCE WITH THE SECURITIES ACT OF 1933.  Except as provided
in the  Purchase  Agreement,  the  Company may cause the legend set forth on the
first page of this Warrant to be set forth on each Warrant, and a similar legend
on any security issued or issuable upon exercise of this Warrant, unless counsel
for the  Company is of the opinion as to any such  security  that such legend is
unnecessary.

      Section 5. PAYMENT OF TAXES.  The Company will pay any  documentary  stamp
taxes  attributable to the initial  issuance of Warrant Shares issuable upon the
exercise  of the  Warrant;  provided,  however,  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 or delivery of any certificates for Warrant Shares in a
name other than that of the  Warrantholder  in respect of which such  Shares are
issued,  and in such case, the Company shall not be required to issue or deliver
any  certificate  for Warrant Shares or any Warrant until the person  requesting
the same has paid to the  Company the amount of such tax or has  established  to
the  Company's  reasonable  satisfaction  that  such  tax  has  been  paid.  The
Warrantholder shall be responsible for income taxes due under federal,  state or
other law, if any such tax is due.


                                       2
<PAGE>

      Section 6.  MUTILATED OR MISSING  WARRANTS.  In case this Warrant shall be
mutilated,  lost, stolen, or destroyed,  the Company shall issue in exchange and
substitution of and upon surrender and cancellation of the mutilated Warrant, or
in lieu of and  substitution  for the Warrant lost,  stolen or destroyed,  a new
Warrant of like tenor and for the  purchase of a like amount of Warrant  Shares,
but only upon receipt of evidence reasonably satisfactory to the Company of such
loss, theft or destruction of the Warrant, and with respect to a lost, stolen or
destroyed  Warrant,  reasonable  indemnity  or bond  with  respect  thereto,  if
requested by the Company.

      Section 7.  RESERVATION OF SHARES.  The Company shall at all times reserve
and keep  available out of its authorized  but unissued  Shares,  solely for the
purpose of providing  for the exercise of the  Warrants,  such number of Warrant
Shares  as shall be  sufficient  to  permit  the  exercise  of the  Warrants  in
accordance  with their  respective  terms.  The Company  agrees that all Warrant
Shares issued upon due exercise of the Warrant shall be, at the time of delivery
of the  certificates for such Warrant Shares,  duly authorized,  validly issued,
fully paid Shares of the Company.

      Section 8.  ADJUSTMENTS.  Subject and pursuant to the  provisions  of this
Section  8, the  Warrant  Price and  number of  Warrant  Shares  subject to this
Warrant  shall  be  subject  to  adjustment  from  time  to  time  as set  forth
hereinafter.

            (a) If the  Company  shall,  at any time or from time to time  while
this Warrant is  outstanding,  pay a dividend,  make any  distribution or make a
distribution  on its Shares or any other  securities,  combine  its  outstanding
number of Shares into a smaller number of Shares or issue by reclassification of
its   outstanding   Shares  or  any  equity   securities   (including  any  such
reclassification  in  connection  with a  consolidation  or  merger in which the
Company is the  continuing  corporation),  then (i) the Warrant  Price in effect
immediately  prior to the date on which such change shall become effective shall
be adjusted by  multiplying  such Warrant Price by a fraction,  the numerator of
which shall be the number of Shares outstanding immediately prior to such change
and  the  denominator  of  which  shall  be the  number  of  Shares  outstanding
immediately  after  giving  effect to such change and (ii) the number of Warrant
Shares   purchasable  upon  exercise  of  this  Warrant  shall  be  adjusted  by
multiplying  the number of Warrant  Shares  purchasable  upon  exercise  of this
Warrant  immediately  prior  to the  date on  which  such  change  shall  become
effective by a fraction, the numerator of which is shall be the Warrant Price in
effect immediately prior to the date on which such change shall become effective
and the  denominator  of which shall be the Warrant Price in effect  immediately
after giving effect to such change,  calculated  in  accordance  with clause (i)
above.  Such adjustments  shall be made  successively  whenever any event listed
above shall occur.

            (b) If any capital reorganization or reclassification of the capital
stock of the  Company,  consolidation  or merger  of the  Company  with  another
corporation in which the Company is not the survivor, or sale, transfer or other
disposition  of all or  substantially  all of the  Company's  assets to  another
corporation  shall be effected,  then,  as a condition  of such  reorganization,
reclassification,  consolidation,  merger,  sale, transfer or other disposition,
lawful and adequate  provision  shall be made whereby each  Warrantholder  shall
thereafter  have the right to purchase  and receive  upon the basis and upon the
terms  and  conditions  herein  specified  and in  lieu  of the  Warrant  Shares
immediately  theretofore  issuable upon exercise of the Warrant,  such shares of
stock,  securities or assets as would have been issuable or payable with respect
to or in exchange for a amount of Warrant  Shares equal to the number of Warrant
Shares immediately  theretofore  issuable upon exercise of the Warrant, had such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition not taken place, and in any such case appropriate provision shall be
made with respect to the rights and interests of each  Warrantholder  to the end
that  the  provisions  hereof  (including,  without  limitation,  provision  for
adjustment  of the Warrant  Price) shall  thereafter  be  applicable,  as nearly
equivalent as may be practicable in relation to any shares of stock,  securities
or assets thereafter deliverable upon the exercise hereof. The Company shall not
effect any such  consolidation,  merger,  sale,  transfer  or other  disposition
unless prior to or  simultaneously  with the consummation  thereof the successor
corporation  (if other than the Company)  resulting from such  consolidation  or
merger,  or the  corporation  purchasing or otherwise  acquiring  such assets or
other  appropriate  corporation or entity shall assume the obligation to deliver
to the Warrantholder,  at the last address of the Warrantholder appearing on the
books of the  Company,  such  shares  of  stock,  securities  or  assets  as, in
accordance with the foregoing  provisions,  the Warrantholder may be entitled to
purchase,  and the other obligations under this Warrant.  The provisions of this
paragraph   (b)   shall   similarly   apply   to   successive   reorganizations,
reclassifications,   consolidations,   mergers,   sales,   transfers   or  other
dispositions.


                                       3
<PAGE>

            (c) In case the Company shall fix a payment date for the making of a
distribution  to all  shareholders  (including  any  such  distribution  made in
connection with a consolidation or merger in which the Company is the continuing
corporation)  of evidences of  indebtedness or assets (other than cash dividends
or cash distributions  payable out of consolidated earnings or earned surplus or
dividends or distributions  referred to in Section 8(a)), or subscription rights
or warrants,  the Warrant Price to be in effect after such payment date shall be
determined by multiplying the Warrant Price in effect  immediately prior to such
payment  date by a fraction,  the  numerator  of which shall be the total Market
Price (as defined below) of all of the issued Shares  immediately  prior to such
payment date,  less the fair market value (as determined by the Company's  Board
of  Directors  in good faith) of said assets or  evidences  of  indebtedness  so
distributed,  or of such subscription rights or warrants, and the denominator of
which shall be the total number of shares of Common Stock outstanding multiplied
by such Market Price per share of Common Stock immediately prior to such payment
date.  "MARKET PRICE" as of a particular date (the "VALUATION  DATE") shall mean
the following:  (i) if the Shares are then listed on a national stock  exchange,
the closing  sale price of the Shares on such  exchange on the last  trading day
prior to the  Valuation  Date;  (ii) if the Shares are then listed on The Nasdaq
Stock Market, Inc. ("NASDAQ") or quoted on the OTC Bulletin Board (the "BULLETIN
BOARD") or such similar quotation system or association,  the closing sale price
of the Shares on Nasdaq,  the Bulletin Board or such other  quotation  system or
association  on the last trading day prior to the Valuation  Date or, if no such
closing sale price is  available,  the average of the high bid and the low asked
price quoted  thereon on the last trading day prior to the  Valuation  Date;  or
(iii) if the Shares are not then listed on a national stock  exchange  listed on
Nasdaq,  or quoted  on the  Bulletin  Board or such  other  quotation  system or
association,  the fair market value of the Shares as of the  Valuation  Date, as
determined  in good  faith by the  Board of  Directors  of the  Company  and the
Warrantholder.  If the  Shares  are not then  listed  on a  national  securities
exchange,  Nasdaq,  the  Bulletin  Board  or  such  other  quotation  system  or
association,  the Board of Directors of the Company shall respond  promptly,  in
writing,  to an inquiry by the Warrantholder  prior to the exercise hereunder as
to the fair market value of the Shares as  determined  by the Board of Directors
of the Company.  In the event that the Board of Directors of the Company and the
Warrantholder  are  unable to agree  upon the fair  market  value in  respect of
subpart (iii) of this paragraph, the Company and the Warrantholder shall jointly
select an appraiser,  who is experienced  in such matters.  The decision of such
appraiser shall be final and conclusive, and the cost of such appraiser shall be
borne equally by the Company and the  Warrantholder.  Such  adjustment  shall be
made successively whenever such a payment date is fixed.

            (d) An  adjustment  to the  Warrant  Price  shall  become  effective
immediately  after the payment date in the case of each dividend or distribution
and  immediately  after the effective date of each other event which requires an
adjustment.

            (e) In the event that, as a result of an adjustment made pursuant to
this Section 8, the Warrantholder shall become entitled to receive any shares of
capital stock of the Company other than Warrant Shares, the number of such other
shares so receivable  upon exercise of this Warrant shall be subject  thereafter
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable  to the provisions  with respect to the Warrant Shares  contained in
this Warrant.

            (f)  Anything  herein to the contrary  notwithstanding,  the Company
shall not be required to make any adjustment of the Warrant Price in the case of
the issuance of (i) Shares,  capital stock,  Options or  Convertible  Securities
issued to  directors,  officers,  employees  or  consultants  of the  Company in
connection with their service as directors of the Company,  their  employment by
the Company or their  retention  as  consultants  by the Company  pursuant to an
equity compensation program approved by the Board of Directors of the Company or
the compensation committee of the Board of Directors of the Company, (ii) Shares
or securities  issued upon the  conversion or exercise of Options or Convertible
Securities  issued prior to the date hereof,  provided such  securities  are not
amended  after  the date  hereof to  increase  the  number  of  Shares  issuable
thereunder  or  to  lower  the  exercise  or  conversion  price  thereof,  (iii)
securities issued pursuant to the Purchase  Agreement and securities issued upon
the  exercise or  conversion  of those  securities,  and (iv)  Shares  issued or
issuable  by reason of a  dividend,  stock  split or other  distribution  on the
Shares  (but only to the  extent  that such a  dividend,  split or  distribution
results in an adjustment in the Warrant Price  pursuant to the other  provisions
of this Warrant) (collectively, "EXCLUDED ISSUANCES").

            (g) To the  extent  permitted  by  applicable  law and  the  listing
requirements  of any stock  market or  exchange  on which  the  Shares  are then
listed, the Company from time to time may decrease the Warrant


                                       4
<PAGE>

Price by any amount for any period of time if the period is at least twenty (20)
days, the decrease is  irrevocable  during the period and the Board of Directors
shall  have  made a  determination  that  such  decrease  would  be in the  best
interests of the Company, which determination shall be conclusive.  Whenever the
Warrant Price is decreased pursuant to the preceding sentence, the Company shall
provide written notice thereof to the Warrantholder at least five (5) days prior
to the date the  decreased  Warrant  Price takes  effect,  and such notice shall
state the  decreased  Warrant  Price and the period  during  which it will be in
effect.

      Section 9. FRACTIONAL INTEREST. The Company shall not be required to issue
fractions of Warrant Shares upon the exercise of this Warrant. If any fractional
share of Common Stock would,  except for the provisions of the first sentence of
this Section 9, be  deliverable  upon such  exercise,  the  Company,  in lieu of
delivering such fractional share,  shall pay to the exercising  Warrantholder an
amount in cash  equal to the  Market  Price of such  fractional  share of Common
Stock on the date of exercise.

      Section 10. [OMITTED.]

      Section 11.  BENEFITS.  Nothing in this Warrant shall be construed to give
any  person,  entity,  firm or  corporation  (other  than  the  Company  and the
Warrantholder)  any legal or equitable  right,  remedy or claim, it being agreed
that this Warrant shall be for the sole and exclusive benefit of the Company and
the Warrantholder.

      Section 12.  NOTICES TO  WARRANTHOLDER.  Upon the  happening  of any event
requiring an adjustment of the Warrant  Price,  the Company shall  promptly give
written  notice  thereof to the  Warrantholder  at the address  appearing in the
records of the  Company,  stating the  adjusted  Warrant  Price and the adjusted
number of  Warrant  Shares  resulting  from  such  event  and  setting  forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation is based.  Failure to give such notice to the  Warrantholder  or any
defect  therein  shall not  affect  the  legality  or  validity  of the  subject
adjustment.

      Section 13. [OMITTED.]

      Section 14. NOTICES.  Unless  otherwise  provided,  any notice required or
permitted  under  this  Warrant  shall be given in  writing  and shall be deemed
effectively  given as hereinafter  described (i) if given by personal  delivery,
then such  notice  shall be deemed  given upon such  delivery,  (ii) if given by
telex or  facsimile,  then such  notice  shall be deemed  given upon  receipt of
confirmation of complete  transmittal,  (iii) if given by mail, then such notice
shall be deemed  given  upon the  earlier of (A)  receipt of such  notice by the
recipient  or (B) three days after such notice is deposited in first class mail,
postage prepaid,  and (iv) if given by an internationally  recognized  overnight
air  courier,  then such notice  shall be deemed  given one  business  day after
delivery to such carrier.  All notices shall be addressed as follows:  if to the
Warrantholder,  at its address as set forth in the  Company's  books and records
and, if to the Company,  at the address as follows,  or at such other address as
the  Warrantholder  or the Company may  designate by ten days'  advance  written
notice to the other:

                  If to the Company:

                        New Era Marketing, Inc.
                        927 Lincoln Road, Suite 200
                        Miami, FL 33139
                        Attention: Jeffrey Binder, CEO
                        Fax: (305) 674-1311

                  With a copy to (which shall not constitute notice):

                        Hodgson Russ LLP
                        60 E. 42nd Street, 37th Floor
                        New York, NY 10165
                        Attn: Jeffrey A. Rinde, Esq.
                        Fax: (212) 972-1677


                                       5
<PAGE>

      Section 15. REGISTRATION RIGHTS. The initial  Warrantholder is entitled to
the benefit of certain  registration  rights with respect to the Warrant  Shares
(or other securities)  issuable upon the exercise of this Warrant as provided in
the  Registration  Rights  Agreement,  and any subsequent  Warrantholder  may be
entitled  to such  rights  only  upon due  assignment  of this  Warrant  and due
execution of the Registration Rights Agreement.

      Section 16. SUCCESSORS.  All the covenants and provisions hereof by or for
the  benefit of the  Warrantholder  shall  bind and inure to the  benefit of its
respective successors and assigns hereunder.

      Section 17. GOVERNING LAW; CONSENT TO JURISDICTION;  WAIVER OF JURY TRIAL.
This  Warrant  shall be governed  by, and  construed  in  accordance  with,  the
internal laws of the State of New York,  without  reference to the choice of law
provisions   thereof.   The  Company  and,  by  accepting   this  Warrant,   the
Warrantholder,  each  irrevocably  submits to the exclusive  jurisdiction of the
courts of the State of New York located in New York County and the United States
District  Court for the  Southern  District  of New York for the  purpose of any
suit, action,  proceeding or judgment relating to or arising out of this Warrant
and the transactions  contemplated hereby. Service of process in connection with
any such suit,  action or proceeding may be served on each party hereto anywhere
in the world by the same  methods  as are  specified  for the  giving of notices
under  this  Warrant.   The  Company  and,  by  accepting   this  Warrant,   the
Warrantholder,  each irrevocably  consents to the jurisdiction of any such court
in any such suit, action or proceeding and to the laying of venue in such court.
The Company and, by accepting this Warrant, the Warrantholder,  each irrevocably
waives  any  objection  to the  laying  of  venue of any such  suit,  action  or
proceeding brought in such courts and irrevocably waives any claim that any such
suit,  action or  proceeding  brought in any such  court has been  brought in an
inconvenient  forum.  EACH OF THE COMPANY  AND, BY ITS  ACCEPTANCE  HEREOF,  THE
WARRANTHOLDER  HEREBY  WAIVES  ANY  RIGHT  TO  REQUEST  A  TRIAL  BY JURY IN ANY
LITIGATION  WITH  RESPECT TO THIS WARRANT AND  REPRESENTS  THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.

      Section 18. [OMITTED.]

      Section  19.  CASHLESS  EXERCISE.   Notwithstanding  any  other  provision
contained  herein to the contrary,  from and after the first  anniversary of the
Closing Date if the Warrant  Shares may not be freely sold to the public for any
reason  (including,  but not  limited  to, the  failure  of the  Company to have
effected the registration of the Warrant Shares or to have a current  prospectus
available  for delivery or  otherwise,  but  excluding the period of any Allowed
Delay (as defined in the Registration  Rights Agreement),  the Warrantholder may
elect to  receive,  without the payment by the  Warrantholder  of the  aggregate
Warrant Price in respect of the shares of Common Stock to be acquired, shares of
Common  Stock of equal  value to the  value of this  Warrant,  or any  specified
portion  hereof,  by the  surrender  of this  Warrant  (or such  portion of this
Warrant being so exercised)  together with a Net Issue Election  Notice,  in the
form  annexed  hereto  as  APPENDIX  B,  each  duly  executed,  to the  Company.
Thereupon,  the  Warrantholder  shall become a shareholder and the Company shall
issue to the Warrantholder  such number of fully paid,  validly issued Shares as
is computed using the following formula:

                                  X = Y (A - B)
                                      ---------
                                          A

where

                  X = the  number  of  Shares  to  which  the  Warrantholder  is
entitled upon such cashless exercise;

                  Y = the total  number of Shares  covered by this  Warrant  for
which  the  Warrantholder  has  surrendered  purchase  rights  at such  time for
cashless  exercise  (including both shares to be issued to the Warrantholder and
shares as to which the purchase rights are to be canceled as payment therefor);

                  A = the  "Market  Price"  of one  Share as at the date the net
issue election is made; and

                  B = the Warrant Price in effect under this Warrant at the time
the net issue election is made.


                                       6
<PAGE>

      Section  20. NO  RIGHTS  AS  STOCKHOLDER.  Prior to the  exercise  of this
Warrant,  the  Warrantholder  shall  not  have  or  exercise  any  rights  as  a
stockholder of the Company by virtue of its ownership of this Warrant.

      Section 21. AMENDMENT; WAIVER. This Warrant is one of a series of Warrants
of like tenor issued by the Company.  Any term of this Warrant may be amended or
waived  (including  the  adjustment  provisions  included  in  Section 8 of this
Warrant)  upon the  written  consent of the  Company and the holders of Warrants
representing  at  least  50% of the  Shares  then  subject  to such  outstanding
Warrants (the  "MAJORITY  HOLDERS");  PROVIDED,  that (x) any such  amendment or
waiver must apply to all Warrants;  and (y) the number of Warrant Shares subject
to this Warrant,  the Warrant Price and the Expiration  Date may not be amended,
and the right to  exercise  this  Warrant  may not be  altered  or waived in any
manner  adverse  to  the  Warrantholder,  without  the  written  consent  of the
Warrantholder.

      Section 22. SECTION HEADINGS. The section headings in this Warrant are for
the  convenience  of the  Company  and the  Warrantholder  and in no way  alter,
modify, amend, limit or restrict the provisions hereof.

      Section 23. IN WITNESS WHEREOF,  the Company has caused this Warrant to be
duly executed, as of the ___ day of December, 2006.

                                                  NEW ERA MARKETING, INC.


                                                  By:
                                                      --------------------------
                                                      Jeffrey Binder
                                                      Chief Executive Officer


                                       7
<PAGE>

                                   APPENDIX A
                             NEW ERA MARKETING, INC.
                              WARRANT EXERCISE FORM

To New Era Marketing, Inc.:

      The  undersigned  hereby  irrevocably  elects  to  exercise  the  right of
purchase  represented  by the within  Warrant  ("WARRANT")  for, and to purchase
thereunder  by the payment of the Warrant  Price and  surrender  of the Warrant,
shares of common stock  ("WARRANT  SHARES")  provided for therein,  and requests
that certificates for the Warrant Shares be issued as follows:

                           _______________________________
                           Name
                           ________________________________
                           Address
                           ________________________________
                           ________________________________
                           Federal Tax ID or Social Security No.

      and delivered by     (certified mail to the above address, or
                           (electronically (provide DWAC Instructions:
                           ___________________), or
                           (other (specify):
                           __________________________________________).

and,  if the  number  of  Warrant  Shares  shall not be all the  Warrant  Shares
purchasable upon exercise of the Warrant,  that a new Warrant for the balance of
the Warrant  Shares  purchasable  upon exercise of this Warrant be registered in
the name of the undersigned Warrantholder or the undersigned's Assignee as below
indicated and delivered to the address stated below.

Dated: ___________________, ____

Note: The signature must correspond with     Signature:_________________________
the name of the Warrantholder as written
on the first page of the Warrant in every              _________________________
particular, without alteration or                      Name (please print)
enlargement or any change whatever, unless
the Warrant has been assigned.                         _________________________
                                                       _________________________
                                                       Address
                                                       _________________________
                                                       Federal Identification or
                                                       Social Security No.

                                                       Assignee:
                                                       _________________________
                                                       _________________________
                                                       _________________________


                                       8
<PAGE>

                                   APPENDIX B
                             NEW ERA MARKETING, INC.
                            NET ISSUE ELECTION NOTICE

To: New Era Marketing, Inc..

Date:[_________________________]

      The  undersigned  hereby  elects  under  SECTION  19 of  this  Warrant  to
surrender the right to purchase [____________] number of Shares pursuant to this
Warrant and hereby  requests  the  issuance of  [_____________]  of Shares.  The
certificate(s)  for the shares  issuable upon such net issue  election  shall be
issued in the name of the undersigned or as otherwise indicated below.


_________________________________________
Signature

_________________________________________
Name for Registration

_________________________________________
Mailing Address


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