**WARRANT
      NO.: 2**





**WARRANT
      TO PURCHASE COMMON STOCK**


**OF
      ZONE MINING LIMITED**





**THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES
      REPRESENTED HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT,
      AND
      WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD,
      TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE
      ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT
      OF
      1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER OR OTHER APPLICABLE
      SECURITIES LAWS.**





**WHEREAS** ,
      on
      October 20, 2006, Zone Mining Limited, a Nevada corporation (the “Company”),
      issued to Trident Growth Fund, L.P., a Delaware limited partnership, a warrant
      (the “Original Warrant”) to purchase 100,000 shares of the Company's common
      stock, $0.00001 par value per share (“Common Stock”), at an initial exercise
      price of $1.25 per share;





**WHEREAS** ,
      on
      October 24, 2006, the Company effected a reverse split of Common Stock pursuant
      to which the Company's stockholders received two shares of common stock for
      every three shares of common stock owned, as a result of which the shares
      issuable and the exercise price under the Original Warrant were adjusted to
      66,667 shares and $1.87, respectively; and





**WHEREAS** ,
      the
      Company and Trident desire to amend and restate the Original Warrant to, among
      other things, adjust the exercise price and the number of shares of Common
      Stock
      issuable upon exercise of the Original Warrant.





**NOW** , **THEREFORE** ,
      in
      consideration of the foregoing premises, and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      and
      intending to be legally bound hereby, the parties hereto amend and restate
      the
      Original Warrant as follows:





This
      WARRANT (“Warrant”) is to verify that, FOR VALUE RECEIVED, **Trident
      Growth fund, LP** (“Holder”)
      is entitled to purchase, subject to the terms and conditions hereof, from **Zone
      Mining Limited** ,
      a
      Nevada corporation (the “Company”), 100,000 shares of common stock, $.00001 par
      value per share, of the Company (the “Common Stock”), at any time during the
      period commencing at 9:00 a.m., Eastern Standard Time on November 7, 2006 (the
      “Commencement Date”) and ending at 5:00 p.m. Eastern Standard Time on the third
      (3 rd )
      anniversary of the Commencement Date (the “Termination Date”), at an exercise
      price (the “Exercise Price”) of $1.00 per share of Common Stock. The number of
      shares of Common Stock purchasable upon exercise of this Warrant and the
      Exercise Price per share shall be subject to adjustment from time to time upon
      the occurrence of certain events as set forth below.




1




The
      shares of Common Stock or any other shares or other units of stock or other
      securities or property, or any combination thereof, then receivable upon
      exercise of this Warrant, as adjusted from time to time, are sometimes referred
      to hereinafter as “Exercise Shares.” The exercise price per share as from time
      to time in effect is referred to hereinafter as the “Exercise
      Price.”




1.  Exercise
      of Warrant; Issuance of Exercise Shares .





(a)  Exercise
      of Warrant .
      Subject
      to the terms hereof, the purchase rights represented by this Warrant are
      exercisable by the Holder in whole or in part, at any time, or from time to
      time, by the surrender of this Warrant and the Notice of Exercise annexed hereto
      duly completed and executed on behalf of the Holder, at the office of the
      Company (or such other office or agency of the Company as it may designate
      by
      notice in writing to the Holder at the address of the Holder appearing on the
      books of the Company) accompanied by payment of the Exercise Price in full
      either: (i) in cash or by bank or certified check for the Exercise Shares with
      respect to which this Warrant is exercised; (ii) by delivery to the Company
      of
      shares of the Company's Common Stock having a Fair Market Value (as defined
      below) equal to the aggregate Exercise Price of the Exercise Shares being
      purchased that Holder is the record and beneficial owner of and that have been
      held by the Holder for at least six (6) months; (iii) provided that the sale
      of
      the Exercise Shares are covered by an effective registration statement, by
      delivering to the Company a Notice of Exercise together with an irrevocable
      direction to a broker-dealer registered under the Securities Exchange Act of
      1934, as amended (the “Exchange Act”), to sell a sufficient portion of the
      Exercise Shares and deliver the sales proceeds directly to the Company to pay
      the Exercise Price; or (iv) by any combination of the procedures set forth
      in
      subsections (i), (ii) and (iii) of this Section 1(a). For the purposes of this
      Section 1(a), “Fair Market Value” shall be an amount equal to the average of the
      Current Market Value (as defined below) for the ten (10) days preceding the
      Company’s receipt of the duly executed Notice of Exercise form attached hereto
      as Appendix
      A .





In
      the
      event that this Warrant shall be duly exercised in part prior to the Termination
      Date, the Company shall issue a new Warrant or Warrants of like tenor evidencing
      the rights of the Holder thereof to purchase the balance of the Exercise Shares
      purchasable under the Warrant so surrendered that shall not have been
      purchased.




(b)  Issuance
      of Exercise Shares: Delivery of Warrant Certificate .
      The
      Company shall, within ten (10) business days or as soon thereafter as is
      practicable of the exercise of this Warrant, issue in the name of and cause
      to
      be delivered to the Holder one or more certificates representing the Exercise
      Shares to which the Holder shall be entitled upon such exercise under the terms
      hereof. Such certificate or certificates shall be deemed to have been issued
      and
      the Holder shall be deemed to have become the record holder of the Exercise
      Shares as of the date of the due exercise of this Warrant.




(c)  Exercise
      Shares Fully Paid and Non-assessable .
      The
      Company agrees and covenants that all Exercise Shares issuable upon the due
      exercise of the Warrant represented by this Warrant certificate (“Warrant
      Certificate”) will, upon issuance and payment therefor in accordance with the
      terms hereof, be duly authorized, validly issued, fully paid and non-assessable
      and free and clear of all taxes (other than taxes which, pursuant to Section
      2
      hereof, the Company shall not be obligated to pay) or liens, charges, and
      security interests created by the Company with respect to the issuance
      thereof.




2




(d)  Reservation
      of Exercise Shares .
      The
      Company covenants that during the term that this Warrant is exercisable, the
      Company will reserve from its authorized and unissued Common Stock a sufficient
      number of shares to provide for the issuance of the Exercise Shares upon the
      exercise of this Warrant, and from time to time will take all steps necessary
      to
      amend its certificate of incorporation to provide sufficient reserves of shares
      of Common Stock issuable upon the exercise of the Warrant.




(e)  Fractional
      Shares .
      The
      Company shall not be required to issue fractional shares of capital stock upon
      the exercise of this Warrant or to deliver Warrant Certificates that evidence
      fractional shares of capital stock. In the event that any fraction of an
      Exercise Share would, except for the provisions of this subsection (e), be
      issuable upon the exercise of this Warrant, the Company shall pay to the Holder
      exercising the Warrant an amount in cash equal to such fraction multiplied
      by
      the Current Market Value of the Exercise Share on the last business day prior
      to
      the date on which this Warrant is exercised. For purposes of this subsection
      (e), the “Current Market Value” for any day shall be determined as
      follows:




(i)  if
      the
      Exercise Shares are traded in the over-the-counter market and not on any
      national securities exchange and not on the NASDAQ National Market System or
      NASDAQ Small Cap Market (together, the “NASDAQ Reporting System”), the average
      of the mean between the last bid and asked prices per share, as reported by
      the
      National Quotation Bureau, Inc., or an equivalent generally accepted reporting
      service, or if not so reported, the average of the closing bid and asked prices
      for an Exercise Share as furnished to the Company by any member of the National
      Association of Securities Dealers, Inc., selected by the Company for that
      purpose; or




(ii)  if
      the
      Exercise Shares are listed or traded on a national securities exchange or the
      NASDAQ Reporting System, the closing price on the principal national securities
      exchange on which they are so listed or traded, on the NASDAQ Reporting System,
      as the case may be, on the last business day prior to the date of the exercise
      of this Warrant. The closing price referred to in this clause (ii) shall be
      the
      last reported sales price or, in case no such reported sale takes place on
      such
      day, the average of the reported closing bid and asked prices, in either case
      on
      the national securities exchange on which the Exercise Shares are then listed
      or
      in the NASDAQ Reporting System; or




(iii)  if
      no
      such closing price or closing bid and asked prices are available, as determined
      in any reasonable manner as may be prescribed by the Board of Directors of
      the
      Company.




2.  Payment
      of Taxes .
      The
      Company will pay all documentary stamp taxes, if any, attributable to the
      initial issuance of Exercise Shares upon the exercise of this 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 issue of any Warrant
      Certificates or any certificates for Exercise Shares in a name other than that
      of the Holder of a Warrant Certificate surrendered upon the exercise of a
      Warrant, and the Company shall not be required to issue or deliver such
      certificates unless or until the person or persons requesting the issuance
      thereof shall have paid to the Company the amount of such tax or shall have
      established to the satisfaction of the Company that such tax has been
      paid.




3





3.  Mutilated
      or Missing Warrant Certificates .
      In case
      any Warrant shall be mutilated, lost, stolen or destroyed, the Company may
      in
      its discretion issue, in exchange and substitution for and upon cancellation
      of
      the mutilated Warrant, or in lieu of and in substitution for the Warrant lost,
      stolen or destroyed, a new Warrant or Warrants of like tenor and in the same
      aggregate denomination, but only (i) in the case of loss, theft or destruction,
      upon receipt of evidence satisfactory to the Company of such loss, theft or
      destruction of such Warrant and indemnity or bond, if requested, also
      satisfactory to them and (ii) in the case of mutilation, upon surrender of
      the
      mutilated Warrant. Applicants for such substitute Warrants shall also comply
      with such other reasonable regulations and pay such other reasonable charges
      as
      the Company or its counsel may prescribe.





4.  Rights
      of Holder .
      The
      Holder shall not, by virtue of anything contained in this Warrant or otherwise,
      be entitled to any right whatsoever, either in law or equity, of a stockholder
      of the Company, including without limitation, the right to receive dividends
      or
      to vote or to consent or to receive notice as a shareholder in respect of the
      meetings of shareholders or the election of directors of the Company or any
      other matter.





5.  Registration
      of Transfers and Exchanges .
      The
      Warrant shall be transferable, subject to the provisions of Section 7 hereof,
      only upon the books of the Company, if any, to be maintained by it for that
      purpose, upon surrender of the Warrant Certificate to the Company at its
      principal office accompanied (if so required by the Company) by a written
      instrument or instruments of transfer in form satisfactory to the Company and
      duly executed by the Holder thereof or by the duly appointed legal
      representative thereof or by a duly authorized attorney and upon payment of
      any
      necessary transfer tax or other governmental charge imposed upon such transfer.
      In all cases of transfer by an attorney, the original letter of attorney, duly
      approved, or an official copy thereof, duly certified, shall be deposited and
      remain with the Company. In case of transfer by executors, administrators,
      guardians or other legal representatives, duly authenticated evidence of their
      authority shall be produced, and may be required to be deposited and remain
      with
      the Company in its discretion. Upon any such registration of transfer, a new
      Warrant shall be issued to the transferee named in such instrument of transfer,
      and the surrendered Warrant shall be canceled by the Company.





Any
      Warrant may be exchanged, at the option of the Holder thereof and without
      change, when surrendered to the Company at its principal office, or at the
      office of its transfer agent, if any, for another Warrant or other Warrants
      of
      like tenor and representing in the aggregate the right to purchase from the
      Company a like number and kind of Exercise Shares as the Warrant surrendered
      for
      exchange or transfer, and the Warrant so surrendered shall be canceled by the
      Company or transfer agent, as the case may be.




6.  Adjustment
      of Exercise Shares and Exercise Price .
      The
      Exercise Price and the number and kind of Exercise Shares purchasable upon
      the
      exercise of this Warrant shall be subject to adjustment from time to time upon
      the happening of certain events as hereinafter provided. The Exercise Price
      in
      effect at any time and the number and kind of securities purchasable upon
      exercise of each Warrant shall be subject to adjustment as follows:




4





(a)  In
      case
      of any consolidation or merger of the Company with another corporation (other
      than a merger with another corporation in which the Company is the surviving
      corporation and which does not result in any reclassification or change --
      other
      than a change in par value, or from par value to no par value, or from no par
      value to par value, or as a result of a subdivision or combination -- of
      outstanding Common Stock issuable upon such exercise), the rights of the Holder
      of this Warrant shall be adjusted in the manner described below:




(i)  In
      the
      event that the Company is the surviving corporation or is merged into a wholly
      owned subsidiary for the purpose of incorporating the Company in a different
      jurisdiction, this Warrant shall, without payment of additional consideration
      therefor, be deemed modified so as to provide that the Holder of this Warrant,
      upon the exercise thereof, shall procure, in lieu of each share of Common Stock
      theretofore issuable upon such exercise, the kind and amount of shares of stock,
      other securities, money and property receivable upon such reclassification,
      change, consolidation or merger by the holder of each share of Common Stock,
      had
      exercise of this Warrant occurred immediately prior to such **** reclassification,
      change, consolidation or merger. This Warrant (as adjusted) shall be deemed
      to
      provide for further adjustments that shall be as nearly equivalent as may be
      practicable to the adjustments provided for in this Section 6. The provisions
      of
      this clause (i) shall similarly apply to successive reclassifications, changes,
      consolidations and mergers.




(ii)  In
      the
      event that the Company is not the surviving corporation (except in the case
      of a
      merger of the Company into a wholly owned subsidiary for the purpose of
      incorporating the Company in a different jurisdiction), Holder shall be given
      at
      least fifteen (15) days prior written notice of such transaction and shall
      be
      permitted to exercise this Warrant, to the extent it is exercisable as of the
      date of such notice, during this fifteen (15) day period. Upon expiration of
      such fifteen (15) day period, this Warrant and all of Holder's rights hereunder
      shall terminate.




(b)  If
      the
      Company, at any time while this Warrant, or any portion thereof, remains
      outstanding and unexpired, by reclassification of securities or otherwise,
      shall
      change any 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, this Warrant shall thereafter represent the right to acquire such
      number and kind of securities as would have been issuable as the result of
      such
      change with respect to the securities that were subject to the purchase rights
      under this Warrant immediately prior to such reclassification or other change
      and the Exercise Price therefor shall be appropriately adjusted, all subject
      to
      further adjustment as provided in this Section 6.




(c)  In
      case
      the Company shall (i) pay a dividend or make a distribution on its shares of
      Common Stock in shares of Common Stock, (ii) subdivide or classify its
      outstanding Common Stock into a greater number of shares, or (iii) combine
      or
      reclassify its outstanding Common Stock into a smaller number of shares, the
      Exercise Price in effect at the time of the record date for such dividend or
      distribution or of the effective date of such subdivision, combination or
      reclassification, shall be proportionally adjusted so that the Holder of this
      Warrant exercised after such date shall be entitled to receive the aggregate
      number and kind of shares that, if this Warrant had been exercised by such
      Holder immediately prior to such date, he would have owned upon such exercise
      and been entitled to receive upon such dividend, subdivision, combination or
      reclassification. For example, if the Company declares a 2 for 1 stock dividend
      or stock split and the Exercise Price immediately prior to such event was $2.00
      per share, the adjusted Exercise Price immediately after such event would be
      $1.00 per share. Such adjustment shall be made successively whenever any event
      listed above shall occur. Whenever the Exercise Price payable upon exercise
      of
      each Warrant is adjusted pursuant to this subsection (c), the number of Exercise
      Shares purchasable upon exercise of this Warrant shall simultaneously be
      adjusted by multiplying the number of Exercise Shares initially issuable upon
      exercise of this Warrant by the Exercise Price in effect on the date hereof
      and
      dividing the product so obtained by the Exercise Price, as adjusted.




5




(d)  In
      the
      event that at any time, as a result of an adjustment made pursuant to subsection
      (a), (b) or (c) above, the Holder of this Warrant thereafter shall become
      entitled to receive any Exercise Shares of the Company, other than Common Stock,
      thereafter the number of such other shares so receivable upon exercise of this
      Warrant shall be subject to adjustment from time to time in a manner and on
      terms as nearly equivalent as practicable to the provisions with respect to
      the
      Common Stock contained in subsections (a), (b) or (c) above.




(e)  Irrespective
      of any adjustments in the Exercise Price or the number or kind of Exercise
      Shares purchasable upon exercise of this Warrant, Warrants theretofore or
      thereafter issued may continue to express the same price and number and kind
      of
      shares as are stated in the similar Warrants initially issuable pursuant to
      this
      Warrant.




(f)  Whenever
      the Exercise Price shall be adjusted as required by the provisions of the
      foregoing Section 6, the Company shall forthwith file in the custody of its
      Secretary or an Assistant Secretary at its principal office and with its stock
      transfer agent, if any, an officer's certificate showing the adjusted Exercise
      Price determined as herein provided, setting forth in reasonable detail the
      facts requiring such adjustment, including a statement of the number of
      additional shares of Common Stock, if any, and such other facts as shall be
      necessary to show the reason for and the manner of computing such adjustment.
      Each such officer's certificate shall be made available at all reasonable times
      for inspection by the holder and the Company shall, forthwith after each such
      adjustment, mail a copy by certified mail of such certificate to the
      Holder.




(g)  All
      calculations under this Section 6 shall be made to the nearest cent or to the
      nearest one one-hundredth (1/100th) of a share, as the case may be.




7.  Investment
      Intent, Exercise Restrictions and Transfer Restrictions .




(a)  Neither
      this Warrant nor any Exercise Share may be offered for sale or sold, or
      otherwise transferred or sold in any transaction which would constitute a sale
      thereof within the meaning of the Securities Act of 1933, as amended (the "1933
      Act"), unless (i) such security has been registered for sale under the 1933
      Act
      and registered or qualified under applicable state securities laws relating
      to
      the offer and sale of securities, or (ii) exemptions from the registration
      requirements of the 1933 Act and the registration or qualification requirements
      of all such state securities laws are available and the Company shall have
      received an opinion of counsel satisfactory to the Company that the proposed
      sale or other disposition of such securities may be effected without
      registration under the 1933 Act and would not result in any violation of any
      applicable state securities laws relating to the registration or qualification
      of securities for sale, such counsel and such opinion to be satisfactory to
      the
      Company.




6




The
      Holder agrees to indemnify and hold harmless the Company against any loss,
      damage, claim or liability arising from the disposition of this Warrant or
      any
      Exercise Share held by such holder or any interest therein in violation of
      the
      provisions of this Section 7.




(b)  The
      certificates evidencing any Exercise Shares issued upon the exercise of this
      Warrant shall have endorsed thereon (except to the extent that the restrictions
      described in any such legend are no longer applicable) the following legend,
      appropriate notations thereof will be made in the Company's stock transfer
      books, and stop
      transfer instructions reflecting these restrictions on transfer will be placed
      with the transfer agent of the Exercise Shares .




**THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES
      REPRESENTED HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT,
      AND
      WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD,
      TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE
      ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT
      OF
      1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER OR OTHER APPLICABLE
      SECURITIES LAWS.**




8.  Indemnification .
      Holder
      agrees to indemnify, defend and hold harmless the Company and its respective
      affiliates and agents from and against any and all demands, claims, actions
      or
      causes of action, judgments, assessments, losses, liabilities, damages or
      penalties and reasonable attorneys' fees and related disbursements incurred
      by
      the Company that arise out of or result from a breach of any representations,
      warranties, covenants or agreements made by Holder herein, and Holder agrees
      that in the event of any breach of any representations, warranties, covenants
      or
      agreements made by Holder herein, the Company may, at its option, forthwith
      rescind the issuance of this Warrant to Holder.




9 .  Registration
      Rights .
      The
      Holder shall be entitled to the rights and subject to the obligations set forth
      in Appendix B hereto.




10.  Notices .
      All
      notices or other communications under this Warrant shall be in writing and
      shall
      be deemed to have been given on the day of delivery if delivered by hand, on
      the
      fifth day after deposit in the mail if mailed by certified mail, postage
      prepaid, return receipt requested, or on the next business day after mailing
      if
      sent by a nationally recognized overnight courier such as federal express,
      addressed as follows:




7





If
      to
      the Company :





Zone
      Mining Limited


111
      Presidential Blvd., Suite 165


Bala
      Cynwyd, PA 19004


Attention:
      Chief Executive Officer





with
      a
      copy to :




Fox
      Rothschild LLP


997
      Lenox
      Drive, Building 3


Lawrenceville,
      NJ 08646


Attention:
      Vincent A. Vietti, Esquire





and
      to
      the Holder at the address of the Holder appearing on the books of the Company
      or
      the Company's transfer agent, if any.





Either
      of
      the Company or the Holder may from time to time change the address to which
      notices to it are to be mailed hereunder by notice in accordance with the
      provisions of this Section 10.




11.  Supplements
      and Amendments .
      The
      Company may from time to time supplement or amend this Warrant without the
      approval of any holders of Warrants in order to cure any ambiguity or to correct
      or supplement any provision contained herein which may be defective or
      inconsistent with any other provision, or to make any other provisions in regard
      to matters or questions herein arising hereunder which the Company may deem
      necessary or desirable and which shall not materially adversely affect the
      interests of the Holder.





12.  Successors
      and Assigns .
      This
      Warrant shall inure to the benefit of and be binding on the respective
      successors, assigns and legal representatives of the Holder and the
      Company.





13.  Severability .
      If for
      any reason any provision, paragraph or terms of this Warrant is held to be
      invalid or unenforceable, all other valid provisions herein shall remain in
      full
      force and effect and all terms, provisions and paragraphs of this Warrant shall
      be deemed to be severable.





14.  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Texas, without regard to the laws that might otherwise govern under
      applicable principles of conflicts of laws thereof, except to the extent that
      the General Corporation Law of the State of Nevada shall apply to the internal
      corporate governance of the Company.





15.  Headings .
      Section
      and subsection headings used herein are included herein for convenience of
      reference only and shall not affect the construction of this Warrant nor
      constitute a part of this Warrant for any other purpose.




8








IN
      WITNESS WHEREOF, the Company has caused these presents to be duly executed
      as of
      the 8th day of November, 2006.




**ZONE
              MINING LIMITED**By:
            /s/ Stephen
              P. HarringtonStephen
                P. Harrington, President






9


**APPENDIX
      A**


**NOTICE
      OF EXERCISE**





To:  Zone
      Mining Limited


111
      Presidential Boulevard, Suite 165


Bala
      Cynwyd, PA 19004







(1)  The
      undersigned hereby elects to purchase ____________ shares of Common Stock of
      Zone Mining Limited, a Nevada corporation, pursuant to the terms of the attached
      Warrant, and tenders herewith payment of the Exercise Price for such shares
      in
      full in accordance with the terms of the Warrant in the following manner (please
      check one or more of the following choices):




o In
      cash;




o Cashless
      exercise
      through a broker; or




o Delivery
      of previously owned shares of Common Stock.




(2)  In
      exercising this Warrant, the undersigned hereby confirms and acknowledges that
      the shares of Common Stock to be issued upon conversion hereof are being
      acquired solely for the account of the undersigned, not as a nominee for any
      other party, and for investment purposes only (unless such shares are subject
      to
      resale pursuant to an effective prospectus), and that the undersigned will
      not
      offer, sell or otherwise dispose of any such shares of Common Stock except
      under
      circumstances that will not result in a violation of the Securities Act of
      1933,
      as amended, or any state securities laws.




(3)  Terms
      not
      otherwise defined in this Notice of Exercise shall have the meanings ascribed
      to
      such terms in the attached Warrant




(4)  Please
      issue a certificate or certificates representing said shares of Common Stock
      in
      the name of the undersigned.




HOLDER(Date)
            
            
            (Signature)







10




APPENDIX
      B







1.  Registration
      Rights .
      HOLDER
      shall be entitled to the rights and subject to the obligations set forth
      below:




1.1  For
      the
      purpose of this Appendix B, the following definitions shall apply:




“ Agreement ”
shall
      mean this Appendix B.




“ Exchange
      Act ”
shall
      mean the Securities Exchange Act of 1934, as amended, and the rules and
      regulations of the SEC thereunder, all as the same shall be in effect at the
      time.




“ Person ”
shall
      mean an individual, partnership (general or limited), corporation, limited
      liability company, joint venture, business trust, cooperative, association
      or
      other form of business organization, whether or not regarded as a legal entity
      under applicable law, a trust (inter vivos or testamentary), an estate of a
      deceased, insane or incompetent person, a quasi-governmental entity, a
      government or any agency, authority, political subdivision or other
      instrumentality thereof, or any other entity.




“ Register ,”
      “ registered ,”
and
      “ registration ”
shall
      refer to a registration effected by preparing and filing a registration
      statement in compliance with the Securities Act, and the declaration or order
      of
      effectiveness of such registration statement or document by the
      SEC.




“ Registration
      Statement ”
shall
      mean any registration statement of the Company filed with the SEC pursuant
      to
      the provisions of Section 1.2 of this Agreement, which covers the resale of
      the
      Restricted Stock on an appropriate form then permitted by the SEC to be used
      for
      such registration and the sales contemplated to be made thereby under the
      Securities Act, or any similar rule that may be adopted by the SEC, and all
      amendments and supplements to such registration statement, including any pre-
      and post- effective amendments thereto, in each case including the prospectus
      contained therein, all exhibits thereto and all materials incorporated by
      reference therein.




“ Restricted
      Stock ”
shall
      mean (i) the Shares; and (ii) any additional shares of Common Stock of the
      Company issued or issuable after the date hereof in respect of any of the
      foregoing securities, by way of a stock dividend or stock split; provided that
      as to any particular shares of Restricted Stock, such securities shall cease
      to
      constitute Restricted Stock when (x) a Registration Statement with respect
      to
      the sale of such securities shall have become effective under the Securities
      Act
      and such securities shall have been disposed of thereunder, (y) such securities
      are permitted to be transferred pursuant to Rule 144(k) (or any successor
      provision to such rule) under the Securities Act or (z) such securities are
      otherwise freely transferable to the public without further registration under
      the Securities Act.




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“ Selling
      Stockholders ”
shall
      mean Holder, and its respective successors and assigns.




“ Shares ”
shall
      mean the shares of Common Stock of the Company issuable upon exercise of the
      Warrant to which this Agreement is attached.




All
      other
      capitalized terms used and not otherwise defined herein shall have the meaning
      ascribed thereto in the Warrant to which this Agreement is attached.




1.2.  Registration
      of the Shares .




(a)  The
      Company shall notify all Selling Stockholders in writing at least ten
      (10) **** days
      prior to the filing of any registration statement under the Securities Act
      for
      purposes of registering securities of the Company, excluding registration
      statements on SEC Forms S-4, S-8 or any similar or successor forms, and will
      afford each such Selling Stockholder an opportunity to include in such
      registration statement all or part of such Restricted Stock held by such Selling
      Stockholder. Each Selling Stockholder desiring to include in any such
      registration statement all or any part of the Restricted Stock held by it shall,
      within five (5) days after the above-described notice from the Company, so
      notify the Company in writing. Such notice shall state the intended method
      of
      disposition of the Restricted Stock by such Selling Stockholder. If a Selling
      Stockholder decides not to include all of its Restricted Stock in any
      registration statement thereafter filed by the Company, such Selling Stockholder
      shall nevertheless continue to have the right to include any Restricted Stock
      in
      any subsequent registration statement or registration statements as may be
      filed
      by the Company with respect to offerings of its securities, all upon the terms
      and conditions set forth herein. The Company may, without the consent of the
      Selling Stockholders, withdraw such registration statement prior to its becoming
      effective if the proposal to register the securities proposed to be registered
      thereby is abandoned.




(b)  In
      the
      event that any registration pursuant to Section 1.2(a) shall be, in whole or
      in
      part, an underwritten public offering of Common Stock on behalf of the Company,
      all Holders proposing to distribute their Restricted Stock through such
      underwriting shall enter into an underwriting agreement in customary form with
      the underwriter or underwriters selected for such underwriting by the Company.
      If the managing underwriter thereof advises the Company in writing that in
      its
      opinion the number of securities requested to be included in such registration
      exceeds the number which can be sold in an orderly manner in such offering
      within a price range acceptable to the Company, the Company shall include in
      such registration (i) first, the securities the Company proposes to sell, and
      (ii) second, the Restricted Stock and any other registrable securities eligible
      and requested to be included in such registration to the extent that the number
      of shares to be registered under this clause (ii) will not, in the opinion
      of
      the managing underwriter, adversely affect the offering of the securities
      pursuant to clause (i). In such a case, shares shall be registered pro rata
      among the holders of such Restricted Stock and registrable securities on the
      basis of the number of shares eligible for registration that are owned by all
      such holders and requested to be included in such registration.




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(c)  Notwithstanding
      anything to the contrary contained herein, the Company’s obligation in Sections
      1.2(a) and 1.2(b) above shall extend only to the inclusion of the Restricted
      Stock in a Registration Statement. The Company shall have no obligation to
      assure the terms and conditions of distribution, to obtain a commitment from
      an
      underwriter relative to the sale of the Restricted Stock or to otherwise assume
      any responsibility for the manner, price or terms of the distribution of the
      Restricted Stock.




(d)  The
      Company shall have the right to terminate or withdraw any registration initiated
      by it under this Section 1.2 prior to the effectiveness of such registration
      without thereby incurring liability to the holders of the Restricted Stock,
      regardless of whether any holder has elected to include securities in such
      registration. The Registration Expenses (as defined in Section 1.5) of such
      withdrawn registration shall be borne by the Company in accordance with
      Section 1.4 hereof.




1.3.  Registration
      Procedures .
      Whenever it is obligated to register any Restricted Stock pursuant to this
      Agreement, the Company shall:




(a)  prepare
      and file with the SEC a Registration Statement with respect to the Restricted
      Stock in the manner set forth in Section 1.2 hereof and use its reasonable
      best
      efforts to cause such Registration Statement to become effective as promptly
      as
      possible and to remain effective until the earlier of (i) the sale of all shares
      of Restricted Stock covered thereby, or (ii) the availability under Rule 144
      for
      the Selling Stockholder to immediately, freely resell without restriction all
      Restricted Stock covered thereby;




(b)  prepare
      and file with the SEC such amendments (including post-effective amendments)
      and
      supplements to such Registration Statement and the prospectus used in connection
      therewith as may be necessary to keep such Registration Statement effective
      for
      the period specified in Section 1.3(a) above and to comply with the provisions
      of the Act with respect to the disposition of all Restricted Stock covered
      by
      such Registration Statement in accordance with the intended method of
      disposition set forth in such Registration Statement for such
      period;




(c)  furnish
      to the Selling Stockholders such number of copies of the Registration Statement
      and the prospectus included therein (including each preliminary prospectus)
      as
      such person may reasonably request in order to facilitate the public sale or
      other disposition of the Restricted Stock covered by such Registration
      Statement;




(d)  use
      its
      reasonable best efforts to register or qualify the Restricted Stock covered
      by
      such Registration Statement under the state securities laws of such
      jurisdictions as any Selling Stockholder shall reasonably request; provided , however ,
      that
      the Company shall not for any such purpose be required to qualify generally
      to
      transact business as a foreign corporation in any jurisdiction where it is
      not
      so qualified or to consent to general service of process in any such
      jurisdiction;




(e)  in
      the
      event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement, in usual and customary form, with
      the managing underwriter(s) of such offering. Each Selling Stockholder
      participating in such underwriting shall also enter into and perform its
      obligations under such an agreement, as described in Section
      1.2(b);




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(f)   immediately
      notify each Selling Stockholder at any time when a prospectus relating thereto
      is required to be delivered under the Act, of the happening of any event as
      a
      result of which the prospectus contained in such Registration Statement, as
      then
      in effect, includes an untrue statement of a material fact or omits to state
      a
      material fact required or necessary to be stated therein in order to make the
      statements contained therein not misleading in light of the circumstances under
      which they were made. The Company will use reasonable efforts to amend or
      supplement such prospectus in order to cause such prospectus not to include
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements therein not misleading
      in
      the light of the circumstances under which they were made;




(g)  prepare
      and file with the SEC such amendments and supplements to such Registration
      Statement and the prospectus used in connection with such Registration Statement
      as may be necessary to comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by such Registration
      Statement;




(h)  use
      its
      reasonable best efforts to list the Restricted Stock covered by such
      Registration Statement on each exchange or automated quotation system on which
      similar securities issued by the Company are then listed (with the listing
      application being made at the time of the filing of such Registration Statement
      or as soon thereafter as is reasonably practicable);




(i)  notify
      each Selling Stockholder of any threat by the SEC or state securities commission
      to undertake a stop order with respect to sales under the Registration
      Statement; and




(j)  cooperate
      in the timely removal of any restrictive legends from the shares of Restricted
      Stock in connection with the resale of such shares covered by an effective
      Registration Statement.




1.4.  Delay
      of Registration .  No
      Selling Stockholder shall have any right to obtain or seek an injunction
      restraining or otherwise delaying any such registration as the result of any
      controversy that might arise with respect to the interpretation or
      implementation of this Section 1.




1.5  Expenses .




(a)  For
      the
      purposes of this Section 1.5, the term “Registration Expenses” shall mean: all
      expenses incurred by the Company in complying with Section 1.2 of this
      Agreement, including, without limitation, all registration and filing fees,
      printing expenses, fees and disbursements of counsel and independent public
      accountants for the Company, fees under state securities laws, fees of the
      National Association of Securities Dealers, Inc. (“NASD”), fees and expenses of
      listing shares of Restricted Stock on any securities exchange or automated
      quotation system on which the Company’s shares are listed and fees of transfer
      agents and registrars. The term “Selling Expenses” shall mean: all underwriting
      discounts and selling commissions applicable to the sale of Restricted Stock
      and
      all accountable or non-accountable expenses paid to any underwriter in respect
      of such sale.




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(b)  Except
      as
      otherwise provided herein, the Company will pay all Registration Expenses in
      connection with the Registration Statements filed pursuant to Section 1.2 of
      this Agreement. All Selling Expenses in connection with any Registration
      Statements filed pursuant to Section 1.1 of this Agreement shall be borne by
      the
      Selling Stockholders pro rata on the basis of the number of shares registered
      by
      each Selling Stockholder whose shares of Restricted Stock are covered by such
      Registration Statement, or by such persons other than the Company (except to
      the
      extent the Company may be a seller) as they may agree.




1.6.  Obligations
      of the Selling Stockholders .




(a)  In
      connection with each registration hereunder, each Selling Stockholder will
      furnish to the Company in writing such information with respect to it and the
      securities held by it and the proposed distribution by it, as shall be
      reasonably requested by the Company in order to assure compliance with
      applicable federal and state securities laws as a condition precedent to
      including the Selling Stockholder’s Restricted Stock in the Registration
      Statement. Each Selling Stockholder shall also promptly notify the Company
      of
      any changes in such information included in the Registration Statement or
      prospectus as a result of which there is an untrue statement of material fact
      or
      an omission to state any material fact required or necessary to be stated
      therein in order to make the statements contained therein not misleading in
      light of the circumstances under which they were made.




(b)  In
      connection with the filing of the Registration Statement, each Selling
      Stockholder shall furnish to the Company in writing such information and
      affidavits as the Company reasonably requests for use in connection with such
      Registration Statement or prospectus.




(c)  In
      connection with each registration pursuant to this Agreement, each Selling
      Stockholder agrees that it will not effect sales of any Restricted Stock until
      notified by the Company of the effectiveness of the Registration Statement,
      and
      thereafter will suspend such sales after receipt of telegraphic or written
      notice from the Company to suspend sales to permit the Company to correct or
      update a Registration Statement or prospectus. At the end of any period during
      which the Company is obligated to keep a Registration Statement current, each
      Selling Stockholder shall discontinue sales of Restricted Stock pursuant to
      such
      Registration Statement upon receipt of notice from the Company of its intention
      to remove from registration the Restricted Stock covered by such Registration
      Statement that remains unsold, and each Selling Stockholder shall notify the
      Company of the number of shares registered which remain unsold immediately
      upon
      receipt of such notice from the Company.




1.7.  Information
      Blackout and Holdbacks .




(a)  At
      any
      time when a Registration Statement effected pursuant to Section 1.2 is
      effective, upon written notice from the Company to Holder that the Company
      has
      determined in good faith that the sale of Restricted Stock pursuant to the
      Registration Statement would require disclosure of non-public material
      information, each Selling Stockholder shall suspend sales of Restricted Stock
      pursuant to such Registration Statement until such time as the Company notifies
      the Selling Stockholders that such material information has been disclosed
      to
      the public or has ceased to be material, or that sales pursuant to such
      Registration Statement may otherwise be resumed.




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(b)  Notwithstanding
      any other provision of this Agreement, in the event that the Company undertakes
      a primary offering of shares of its unissued Common Stock, which may also
      include other securities (a “Primary Offering”), in which all of the shares of
      Restricted Stock are not included (such shares not included being the “Excluded
      Shares”), the Selling Stockholder shall not effect any public sale or
      distribution (including sales pursuant to Rule 144 under the Securities Act),
      if
      and when available, of any of the Excluded Shares, during the thirty (30) days
      prior to the commencement of any such Primary Offering and ending one hundred
      twenty (120) days after completion of any such Primary Offering, unless the
      Company, in the case of a non-underwritten Primary Offering, or the managing
      underwriter, in the case of an underwritten Primary Offering, otherwise
      agree.




1.8.  Indemnification .




(a)  The
      Company agrees to indemnify, to the extent permitted by law, each Selling
      Stockholder, such Selling Stockholder’s respective partners, officers,
      directors, underwriters and each Person who controls any Selling Stockholder
      (within the meaning of the Securities Act) against all losses, claims, damages,
      liabilities and expenses caused by (i) any untrue statement of or alleged untrue
      statement of material fact contained in the Registration Statement, prospectus
      or preliminary prospectus or any amendment or supplement thereto, (ii) any
      omission of or alleged omission of a material fact required to be stated therein
      or necessary to make the statements therein not misleading, or (iii) any
      violation or alleged violation by the Company of the Securities Act, the
      Exchange Act, any state securities law or any rule or regulation promulgated
      under the Securities Act, the Exchange Act or any state securities law in
      connection with the offering covered by such registration statement
      (“Violations”); provided , however ,
      that
      the indemnity agreement contained in this Section 1.8(a) shall not apply to
      amounts paid in settlement of any such loss, claim, damage, liability or action
      if such settlement is effected without the consent of the Company, which consent
      shall not be unreasonably withheld, nor shall the Company be liable in for
      any
      loss, claim, damage, liability or action to the extent that it arises out of
      or
      is based upon a Violation which occurs in reliance upon and in conformity with
      written information furnished expressly for use in connection with such
      registration by such Selling Stockholder, partner, officer, director,
      underwriter or controlling person of such Selling Stockholder.




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(b)  To
      the
      extent permitted by law, each Selling Stockholder shall indemnify and hold
      harmless the Company, each of its directors, its officers and each person,
      if
      any, who controls the Company within the meaning of the Securities Act, any
      underwriter and any other Selling Stockholder selling securities under such
      registration statement or any of such other Selling Stockholder’s partners,
      directors or officers or any person who controls such Selling Stockholder,
      against any losses, claims, damages or liabilities (joint or several) to which
      the Company or any such director, officer, controlling person, underwriter
      or
      other such Selling Stockholder, or partner, director, officer or controlling
      person of such other Selling Stockholder, may become subject under the
      Securities Act, the Exchange Act or other federal or state law, insofar as
      such
      losses, claims, damages or liabilities (or actions in respect thereto) arise
      out
      of or are based upon any Violation, in each case to the extent (and only to
      the
      extent) that such Violation (i) occurs in reliance upon and in conformity with
      written information furnished by such Selling Stockholder to the Company for
      use
      in connection with such registration, (ii) occurs as a result of any failure
      to
      deliver a copy of the prospectus relating to such Registration Statement, or
      (iii) occurs as a result of any disposition of the Restricted Stock in a manner
      that fails to comply with the permitted methods of distribution identified
      within the Registration Statement.




(c)  Any
      Person entitled to indemnification hereunder shall (i) give prompt written
      notice to the indemnifying party of any claim with respect to which it seeks
      indemnification (provided that the failure to give prompt notice shall not
      impair any Person’s right to indemnification hereunder to the extent such
      failure has not prejudiced the indemnifying party), and (ii) unless in such
      indemnified party’s reasonable judgment a conflict of interest between such
      indemnified and indemnifying parties may exist with respect to such claim,
      permit such indemnifying party to assume the defense of such claim with counsel
      reasonably satisfactory to the indemnified party. If such defense is assumed,
      the indemnifying party shall not be subject to any liability for any settlement
      made by the indemnified party without its consent (but such consent shall not
      be
      unreasonably withheld). An indemnifying party who is not entitled to, or elects
      not to, assume the defense of a claim shall not be obligated to pay the fees
      and
      expenses of more than one counsel for all parties indemnified by such
      indemnifying party with respect to such claim, unless in the reasonable judgment
      of any indemnified party a conflict of interest may exist between such
      indemnified party and any other of such indemnified parties with respect to
      such
      claim.




(d)  If
      the
      indemnification provided for in this Section 1.8 is held by a court of
      competent jurisdiction to be unavailable to an indemnified party with respect
      to
      any losses, claims, damages or liabilities referred to herein, the indemnifying
      party, in lieu of indemnifying such indemnified party thereunder, shall to
      the
      extent permitted by applicable law contribute to the amount paid or payable
      by
      such indemnified party as a result of such loss, claim, damage or liability
      in
      such proportion as is appropriate to reflect the relative fault of the
      indemnifying party on the one hand and of the indemnified party on the other
      in
      connection with the violation(s) described in Section 1.8(a) that resulted
      in
      such loss, claim, damage or liability, as well as any other relevant equitable
      considerations. The relative fault of the indemnifying party and of the
      indemnified party shall be determined by a court of law by reference to, among
      other things, whether the untrue or alleged untrue statement of a material
      fact
      or the omission to state a material fact relates to information supplied by
      the
      indemnifying party or by the indemnified party and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      statement or omission; provided ,
      that in
      no event shall any contribution by a Selling Stockholder hereunder exceed the
      net proceeds from the offering received by such Selling
      Stockholder.




(e)  The
      indemnification provided for under this Agreement shall remain in full force
      and
      effect regardless of any investigation made by or on behalf of the indemnified
      party or any officer, director or controlling Person of such indemnified party
      and shall survive the transfer of securities. The Company also agrees to make
      such provisions as are reasonably requested by any indemnified party for
      contribution to such party in the event the Company’s indemnification is
      unavailable for any reason.




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