Exhibit 10.5 Warrant


    
      

    

                                                                                            Exhibit
      10.5

     

     

    
      THIS
        WARRANT, THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ACQUIRED UPON
        THE
        EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND
        NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
        ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH
        RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE
        STATE
        SECURITIES LAWS OR (2) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY
        ACCEPTABLE TO THE COMPANY THAT AN APPLICABLE EXEMPTION FROM REGISTRATION
        THEREUNDER IS AVAILABLE.

       

      NEW
        WORLD BRANDS, INC.

      


      WARRANT
        TO PURCHASE SHARES OF SERIES A PREFERRED STOCK


       

      Dated
        December 29, 2006

       

      THIS
        WARRANT CERTIFIES THAT,
        for
        value received, P&S SPIRIT, LLC, a Nevada limited liability company, or its
        successors or assigns (hereinafter called the “Holder”)
        is
        entitled to purchase from New World Brands, Inc., a Delaware corporation
        (the
“Company”)
        during
        the Term (as defined below), the Warrant Shares (as defined below), at the
        Exercise Price (as defined below) payable in the manner specified herein.
        This
        Warrant is the Warrant referred to in the Subscription Agreement (as amended,
        modified or supplemented from time to time, the “Subscription
        Agreement”)
        dated
        of even date herewith between the Company and the Holder. The rights of the
        Holder with respect to this Warrant and the exercise of this Warrant shall
        be
        subject to the provisions, limitations and restrictions herein contained.
        

       

      1. DEFINITIONS.
        Capitalized terms used in this Warrant without definition or reference to
        another agreement shall have the meanings assigned to such terms in the
        Subscription Agreement. As used in this Warrant, the following terms shall
        have
        the meanings indicated herein and defined below:

       

      “Business
        Day”
means
        any
        day
        other than a Saturday, Sunday or any other day on which commercial banks
        in the
        State of Oregon are authorized by law to close

       

      “Exercise
        Price”
means
        $268,806.27 per share of Series A Preferred Stock.

       

      “Expiration
        Date”
means
        December 31, 2011, or, if such date is a Saturday, Sunday or legal holiday,
        the
        next succeeding Business Day.

       

      “Person”
means
        any
        individual, trustee, corporation, general partnership, limited partnership,
        limited liability company, joint stock company, trust, unincorporated
        organization, bank, business association, firm, joint venture, or governmental
        authority.

       

       

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      “Securities
        Act”
means
        the Securities Act of 1933, as amended, and the rules and regulations
        promulgated thereunder.

       

      “Series
        A Preferred Stock”
means
        the shares of Series A Convertible Preferred Stock, par value $0.01 per share,
        of the Company.

       

      “Term”
means
        the period beginning on the Issue Date set forth above and ending on the
        Expiration Date at 5:00 p.m. (PST), on such date.

       

      “Warrant”
means
        this Warrant, as the same may be amended, modified or supplemented from time
        to
        time in accordance with the terms hereof.

       

      “Warrant
        Shares”
means
        9.300378
        shares
        of
        Series A Preferred Stock.

       

      “Warrant
        Rights”
means
        the rights of the Holder to purchase Warrant Shares upon exercise of this
        Warrant.

       

      
        	 	
                2.

              	
                EXERCISE
                  OF WARRANT.

              


      

       

      (a) Right
        to Exercise.
        At any
        time during the Term, the Holder may exercise this Warrant to purchase all,
        or
        any portion, of the Warrant Shares. If this Warrant has not been exercised
        by
        the Holder prior to the expiration of the Term, the Warrant Rights and this
        Warrant shall become void as of such time.

       

      (b) Procedure
        for Exercise of Warrant.
        To
        exercise this Warrant, the Holder shall deliver to the Company at its office
        referred to in Section
        6
        hereof,
        at any time during the Term, a notice of exercise in the form of the
        subscription form (the “Subscription
        Form”)
        attached hereto as Exhibit
        A,
        and the
        payment of an amount equal to the product of (x) the Exercise Price and (y)
        the
        number of Warrant Shares for which the Warrant is being exercised (the
“Aggregate
        Exercise Price”).
        Payment of the Aggregate Exercise Price shall be made in cash or by certified
        or
        official bank check payable to the order of the Company in the amount of
        the
        Aggregate Exercise Price. The Holder shall for all purposes be deemed to
        have
        become the holder of such Warrant Shares upon the exercise of the Warrant
        Rights
        pursuant hereto, irrespective of the date of delivery of any certificate,
        instrument or other documentation evidencing the purchase and issuance of
        the
        Warrant Shares.

       

      (c) Legends.
        The
        certificates evidencing any Warrant Shares issued upon exercise of this Warrant
        shall bear the following legend:

       

      THE
        SECURITIES REPRESENTED THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
        SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY
        BE
        OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
        REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
        ACT AND ANY APPLICABLE

       

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      STATE
        SECURITIES LAWS OR (2) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY
        ACCEPTABLE TO THE COMPANY THAT AN APPLICABLE EXEMPTION FROM REGISTRATION
        THEREUNDER IS AVAILABLE.

       

      
        	 	
                3.

              	
                Covenants
                  of the Company.

              


      

       

      (a) Warrant
        Shares.
        The
        Company covenants and agrees that the Company shall at all times reserve
        and
        keep available out of its authorized but unissued shares of Series A Preferred
        Stock, such shares of Series A Preferred Stock as shall be sufficient to
        provide
        for the exercise of the Warrant Rights represented by this Warrant.

       

      (b) Cancellation
        and Restriction of Warrants.
        The
        Company covenants and agrees that it will cancel all Warrants surrendered
        to it
        for the purpose of exercise, exchange, substitution or transfer, and no Warrant
        shall be issued in lieu thereof except as expressly permitted by the provisions
        of this Warrant. The Company further covenants and agrees that it shall cancel
        and retire any Warrant purchased or acquired by the Company otherwise than
        upon
        the exercise thereof.

       

      (c) Automatic
        Conversion of Series A Preferred Stock.
        The
        Company and the Holder covenant and agree that upon effectiveness of the
        automatic conversion (the “Conversion
        Date”)
        of the
        shares of Series A Preferred Stock issued to the Holder at the Tranche A
        Closing
        under the Subscription Agreement into shares of common stock, par value $0.01
        per share, of the Company (the “Common
        Stock”),
        the
        Holder shall promptly surrender this Warrant to the Company and this Warrant
        will be cancelled and retired, and the Company will thereafter promptly issue
        to
        the Holder a new Warrant, on terms substantially identical to the terms hereof;
        provided
        that (a)
        such warrant shall represent the right to purchase 27,777,778 shares of Common
        Stock; and (b) the Exercise Price of the such warrant shall be $0.09 per
        share
        of Common Stock. 

       

      
        	 	
                4.

              	
                OWNERSHIP.

              


      

       

      (a) Transfer
        of Warrants.
        This
        Warrant and the Warrant Rights, or any portion thereof, may not be sold,
        assigned, pledged, encumbered, disposed of or otherwise transferred (each,
        a
“Transfer”)
        by the
        Holder to any Person or Persons without the prior written consent of the
        Company
        and unless (1) a registration statement with respect thereto is in effect
        under
        the Securities Act and any applicable state securities laws or (2) the Company
        has received an opinion of counsel reasonably acceptable to the Company that
        an
        application exemption from registration thereunder is available. To be
        effective, any such Transfer shall be registered with the Company by submission
        to it of this Warrant, together with a notice of transfer in the form of
        attached hereto as Exhibit
        B
        (the
“Transfer
        Form”),
        duly
        completed and executed. Within ten (10) Business Days after the Company’s
        receipt of this Warrant, together with the Transfer Form so completed and
        executed, the Company will issue and deliver to the transferee a new Warrant
        having the same terms and provisions as this Warrant, which the Company will
        register in the new Holder’s name. Upon the due delivery of this Warrant for
        Transfer, the transferee shall be deemed for all purposes to have become
        the
        Holder of the new Warrant, effective immediately

       

       

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      


      prior
        to
        the close of business on the date of such delivery, irrespective of the date
        of
        actual delivery of such new Warrant.

       

      (b) Ownership
        of This Warrant.
        The
        Company may deem and treat the Person in whose name this Warrant is registered
        as the sole holder and owner hereof (notwithstanding any notations of ownership
        or writing hereon made by anyone other than the Company) for all purposes
        and
        shall not be affected by any notice to the contrary.

       

      (c) Loss
        and Replacement; Cancellation; Taxes and Other Amounts.
        Upon
        receipt by the Company of evidence reasonably satisfactory to it of the loss,
        theft or destruction of this Warrant, and upon surrender of this Warrant
        if
        mutilated, the Company will make and deliver a new Warrant of like tenor,
        in
        lieu of this Warrant. This Warrant shall be promptly canceled by the Company
        upon the surrender hereof in connection with any transfer, sale or other
        disposition or replacement of this Warrant. The Holder shall pay all taxes,
        reasonable expenses and other charges payable in connection with any transfer,
        sale or other disposition or replacement of this Warrant.

       

      5. Adjustment
        of Exercise Price and Number of Warrant Shares.
        The
        number Warrant Shares issuable upon exercise of this Warrant and the Exercise
        Price shall be subject to adjustment from time to time as follows:

       

      (a) Subdivisions,
        Combinations and Other Issuances.
        If the
        Company shall at any time after the date hereof and prior to the expiration
        of
        the Term subdivide the shares of Series A Preferred Stock, or any Common
        Stock
        into which the Series A Preferred Stock may be converted pursuant to Section
        3(c), or any other class of equity securities that may be acquired upon exercise
        of this Warrant, by split-up or otherwise, or combine such shares or interests,
        or issue additional shares or interests of any such class as a dividend with
        respect to any shares or interests of any such class, the number of shares
        of
        Series A Preferred Stock issuable on the exercise of this Warrant, or any
        Common
        Stock into which the Series A Preferred Stock may be converted pursuant to
        Section 3(c), shall forthwith be proportionately increased in the case of
        a
        stock split, subdivision or stock dividend, or proportionately decreased
        in the
        case of a combination. Appropriate adjustments shall also be made to the
        Exercise Price payable for the Warrant Shares, but the aggregate purchase
        price
        payable for the total number of Warrant Shares purchasable under this Warrant
        (as adjusted) shall remain the same. Any adjustment under this Section 5.1
        shall
        become effective at the close of business on the date the stock split,
        subdivision or combination becomes effective, or as of the record date of
        such
        split or dividend, or in the event that no record date is fixed, upon the
        making
        of such split or dividend.

       

      (b) Reorganization,
        Reclassification, Merger, Consolidation or Disposition of
        Assets.
        In case
        the Company shall reorganize its capital, reclassify its capital stock (other
        than as set forth in Section
        5.1),
        merge
        with or into or consolidate with another corporation or other entity (where
        the
        Company is not the surviving corporation or where there is a change in or
        distribution with respect to any class of equity securities of the Company),
        or
        sell, transfer or otherwise dispose of all or substantially all its property,
        assets or business to another corporation or other entity and, pursuant to
        the
        terms of such reorganization, reclassification, merger, consolidation or
        disposition of assets, equity securities of the successor or acquiring entity,
        or any cash, shares of stock or other securities or property of any nature
        whatsoever

       

       

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      (including
        warrants or other subscription or purchase rights) in addition to or in lieu
        of
        capital stock of the successor or acquiring entity (“Other
        Property”),
        to be
        received by or distributed to the holders of shares of Series A Preferred
        Stock,
        then the Holder shall have the right thereafter to receive, upon exercise
        of
        this Warrant, the number of equity interests of the successor or acquiring
        entity or of the Company, if it is the surviving corporation, and Other Property
        receivable upon or as a result of such reorganization, reclassification,
        merger,
        consolidation or disposition of assets by a Holder of the number of equity
        securities for which this Warrant is exercisable immediately prior to such
        event. In case of any such reorganization, reclassification, merger,
        consolidation or disposition of assets, the successor or acquiring entity
        (if
        other than the Company) and, if an entity different from the successor or
        acquiring entity, the entity whose equity securities or Other Property the
        holders of the equity securities are entitled to receive as a result of such
        transaction, shall expressly assume the due and punctual observance and
        performance of each and every covenant and condition of this Warrant to be
        performed and observed by the Company and all the obligations and liabilities
        hereunder, subject to such modifications as may be deemed appropriate (as
        determined in good faith by resolution of the board of directors of the Company)
        in order to provide for adjustments of Warrant Shares for which this Warrant
        is
        exercisable which shall be as nearly equivalent as practicable to the
        adjustments provided for in this Section 5.2.
        For
        purposes of this Section 5.2,
“equity
        securities of the successor or acquiring entity” shall include capital stock or
        equity securities of such entity of any class which is not preferred as to
        dividends or assets over any other class of capital stock or equity securities
        of such entity and which is not subject to redemption and shall also include
        any
        evidences of indebtedness, shares of capital stock or other securities which
        are
        convertible into or exchangeable for any such capital stock, either immediately
        or upon the arrival of a specified date or the happening of a specified event
        and any warrants or other rights to subscribe for or purchase any such capital
        stock. The foregoing provisions of this Section 5.2
        shall
        similarly apply to successive reorganizations, reclassifications, mergers,
        consolidations or disposition of assets.

       

      (c) Notice
        of Adjustment.
        When
        any adjustment is required to be made in the number or kind of shares or
        interests purchasable upon exercise of the Warrant, or in the Exercise Price,
        the Company shall promptly notify in writing the Holder of such
        event.

       

      6.
         Registration
        Rights.
        

      


      (a) If
        at any
        time after the date hereof and up to the earlier of (i) such time as the
        Holder
        may sell all of the Warrant Shares pursuant to Rule 144 under the Securities
        Act
        without limitation as to volume, (ii) two years following the date hereof
        and
        (iii) the Company registering the Covered Shares (as defined below) for resale
        under the Securities Exchange Act of 1934, the Company proposes to register
        for
        sale any equity securities under the Act, it will at such time give written
        notice to the Holder of its intention to do so. Upon written request of the
        Holder hereof, given within 15 days after the giving of any such notice by
        the
        Company, the Company will use its reasonable efforts to cause the Series
        A
        Preferred Stock or Common Stock issued pursuant to the exercise hereof (the
        "Covered Shares") for which registration is requested to be promptly registered
        under the Act as a part of the offering being made under the same registration
        statement proposed to be filed by the Company; provided,
        however,
        if the
        offering to which the proposed registration statement relates is to be
        distributed by or through an underwriter approved by the Company, the Holder
        hereof may at its option agree to sell its

       

      
 

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Covered
        Shares through such underwriter on the same terms and conditions as the
        underwriter agrees to sell the other securities proposed to be registered,
        and
provided
        further,
        that,
        if such underwriter determines that the inclusion of all such Covered Shares
        for
        which registration is requested would have an adverse effect on the offering,
        then the size of the offering shall be reduced accordingly, and the Holder
        shall
        be entitled hereunder to participate in the underwriting and register the
        Covered Shares on a pro rata basis with the Company and any other parties
        participating in such offering, or in such other quantity as may be permitted
        by
        the underwriter. 

      


      (b) The
        Company shall prepare and promptly file with the Securities and Exchange
        Commission (the "Commission") all amendments, post-effective amendments and
        supplements to a registration statement (and the prospectus used in connection
        therewith) as may be necessary under the Act and the regulations of the
        Commission to permit the sale of the Covered Shares to the public. 

      


      (c) In
        the
        event of the participation of the Holder in a registration as set forth in
        Section 5(a) above, the Holder shall promptly furnish to the Company such
        information as the Company may reasonably request and as shall be required
        in
        connection with the registration and related proceedings, and shall represent
        to
        the accuracy of such information. In addition, the Holder agrees to enter
        into
        any customary documents or other agreements with the Company or the underwriters
        in connection with the registration and related proceedings, to contain such
        representations and warranties and such other terms as are customarily contained
        in such agreements (including, without limitation, customary indemnification
        provisions), provided
        that the
        Holder shall not be required to make any representations, warranties or
        agreements other than representations, warranties or agreements regarding
        the
        Holder, the Holder’s intended method of distribution, and any other
        representations, warranties or agreements required by law. 

       

      7. Notices.
        All
        notices, consents, waivers, and other communications under this Warrant must
        be
        in writing and will be deemed to have been duly given when (a) delivered
        by hand
        (with written confirmation of receipt), (b) sent by fax (with written
        confirmation of receipt), or (c) when received by the addressee, if sent
        by a
        nationally recognized overnight delivery service (receipt requested), in
        each
        case to the appropriate addresses or fax numbers specified below (or to such
        other address, attention or fax number as each of the Company or the Holder
        may
        designate by notice to the other given in accordance with this Section
        6):

       

      (a) if
        to the
        Company, addressed to its principal executive offices at 340 West Fifth Avenue,
        Eugene, Oregon 97401, Attn: General Counsel, with a copy to Kramer Levin
        Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York
        10036, Attn: Scott S. Rosenblum, Fax No. (212) 715-8000; and

       

      (b) if
        to the
        Holder, addressed to 2019 SW 20th
        Street,
        Suite 108, Fort Lauderdale, Florida 33315, Attn: Selvin Passen, M.D., with
        a
        copy to Adelberg Rudow, Dorf & Hendler, LLC, 7
        Saint
        Paul Street, Suite 600, Baltimore,
        MD 21202, Attn: David
        B.
        Rudow, Esquire, Fax No. (410) 539-5834.

       

      8. No
        Rights as a Stockholder; Limitation of Liability.
        Unless
        and until exercised and except as otherwise provided herein, nothing contained
        in this Warrant shall be construed as conferring
        upon the Holder the right to vote or to receive distributions or to consent
        or
        to receive

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      notice
        as
        a stockholder in respect of any meeting of stockholders of the Company for
        any
        matter, or any rights whatsoever as a stockholder of the Company. No provision
        hereof, in the absence of affirmative action by the Holder to purchase the
        Warrant Shares, and no mere enumeration herein of the rights or privileges
        of
        the Holder, shall give rise to any liability of the Holder for the Exercise
        Price hereunder or as a stockholders of the Company, whether such liability
        is
        asserted by the Company, its equity holders or by creditors of the
        Company.

       

      9. Entire
        Agreement; Amendments.
        This
        Warrant, together with the Subscription Agreement and the other Ancillary
        Agreements executed in connection with the Subscription Agreement, together
        with
        any Exhibits attached hereto, sets forth the entire understanding of the
        Company
        and the Holder with respect to the subject matter hereof, supersedes all
        existing agreements, whether oral or written, and may be modified only by
        a
        written instrument duly executed by the Company and the Holder. 

       

      10. Assignments;
        Successors; No Third Party Rights.
        The
        Company may not assign or transfer (other than by operation of law) any of
        its
        rights or obligations under this Warrant without the prior written consent
        of
        the Holder. The Holder may assign or Transfer this Warrant or its rights
        and
        obligations hereunder only in accordance with Section
        4.1(a)
        hereof.
        Subject to the two preceding sentences, this Warrant will apply to, be binding
        in all respects upon, and inure to the benefit of the successors, heirs,
        personal representatives, executors and permitted assigns of the Company
        or the
        Holder, as applicable. Nothing expressed or referred to in this Warrant will
        be
        construed to give any Person other than the Company or the Holder any legal
        or
        equitable right, remedy or claim under or with respect to this Warrant or
        any
        provision of this Warrant.

       

      11. Governing
        Law.
        This
        Warrant, and any disputes arising hereunder or relating to the transactions
        contemplated hereby, shall be governed, including as to validity, interpretation
        and effect, by the internal laws of the State of Delaware, without regard
        to the
        principles of conflict of laws. 

       

      12. Failure
        or Indulgence Not Waiver; Remedies Cumulative.
        No
        failure or delay on the part of the Company or any Holder in the exercise
        of any
        right hereunder shall impair such right or be construed to be a waiver of,
        or
        acquiescence in, any breach of any representation, warranty, covenant or
        agreement herein, nor shall any single or partial exercise of any such right
        preclude other or further exercise thereof or of any other right. All rights
        and
        remedies existing under this Warrant are cumulative to, and are exclusive
        of,
        any rights or remedies otherwise available, whether by contract, at law,
        in
        equity or otherwise.

       

      13. Severability.
        It is
        expressly understood and agreed that although the Company and the Holder
        consider the restrictions contained in this Warrant to be reasonable and
        necessary for the purpose of, among other things, preserving the goodwill,
        proprietary rights and going concern value of the Company, if any provision
        of
        this Warrant or the application of any such provision to the Company, the
        Holder
        or any circumstance shall be determined by either any court of competent
        jurisdiction to be invalid or unenforceable to any extent, the remainder
        of this
        Warrant, or the application of such provision to the Company or the Holder
        or
        circumstance other than those to which it is so determined to be invalid
        or
        unenforceable, shall not be affected thereby,
        and each provision hereof shall be enforced to the fullest extent permitted
        by
        law. If the

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      final
        judgment of a court of competent jurisdiction declares that any term or
        provision hereof is invalid or unenforceable, the Company and the Holder
        hereto
        agree that the court making the determination of invalidity or unenforceability
        shall have the power to reduce the scope, duration or area of the term or
        provision, or to delete specific words or phrases, and to replace any invalid
        or
        unenforceable term or provision with a term or provision that is valid and
        enforceable and that comes closest to expressing the intention of the invalid
        or
        unenforceable term or provision, and this Warrant shall be enforceable as
        so
        modified. 

       

      14. Certain
        Interpretive Matters.

       

      (a) Unless
        the context otherwise requires, (i) “or” is disjunctive but not necessarily
        exclusive, (ii) words in the singular include the plural and vice versa,
        and
        (iii) the use in this Warrant of a pronoun in reference to the Company or
        the
        Holder includes the masculine, feminine or neuter, as the context may
        require.

       

      (b) No
        provision of this Warrant will be interpreted in favor of, or against, either
        of
        the Company or the Holder by reason of the extent to which either the Company
        or
        the Holder or their respective counsel participated in the drafting thereof
        or
        by reason of the extent to which any such provision is inconsistent with
        any
        prior draft hereof and no rule of strict construction will be applied against
        either the Company or the Holder.

       

      15. Waiver
        of Jury Trial.
        THE
        COMPANY AND THE HOLDER EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE
        FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
        SUIT
        OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT, THE WARRANT PURCHASE
        AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING
        WITHOUT
        LIMITATION, ANY COUNTERACTION OR COUNTERCLAIM, WHETHER IN CONTRACT, STATUTE,
        TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE.

       

      16. Further
        Assurances.
        Each of
        the Company and the Holder shall execute and deliver such documents, instruments
        and agreements and take such further actions as may be reasonably required
        or
        desirable to carry out the provisions of this Warrant (to the extent provided
        for herein) and
        the
        transactions contemplated hereby, and the Company and the Holder shall cooperate
        with each other in connection with the foregoing.

       

      17. Specific
        Performance.
        The
        Company acknowledges that irreparable damage would occur to the Holder in
        the
        event that any of the provisions of this Warrant were not performed by the
        Company in accordance with their specific terms or were otherwise breached
        by
        the Company, and that money damages would not provide an adequate remedy
        to the
        Holder. It is accordingly agreed that the Holder shall be entitled to an
        injunction and other equitable remedies to prevent breaches by the Company
        of
        this Warrant and to enforce specifically the terms and provisions hereof
        in any
        court of the United States or any state thereof or any other court having
        jurisdiction, this being in addition to any other remedy to which the Holder
        may
        be entitled at law or in equity or otherwise.

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      18. Benefits
        of this Warrant.
        Nothing
        in this Warrant shall be construed to give to any Person, other than the
        Company
        and the Holder, any legal or equitable right, remedy or claim under this
        Warrant.

       

      19. Captions.
        The
        captions used herein are included for convenience of reference only and shall
        be
        ignored in the construction or interpretation hereof.

       

      20. Counterparts.
        This
        Warrant may be executed in any number of counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.

       

      21. Certain
        Costs and Expenses.
        Except
        as otherwise set forth in this Warrant or any other written agreement between
        the Company and the Holder, all fees and expenses incurred in connection
        with
        the negotiation, preparation, execution, exercise and performance of this
        Warrant (including, without limitation, fees and expenses of legal counsel,
        accountants and other professionals) shall be paid by the Person incurring
        such
        fees or expenses. The Company shall bear any and all taxes, duties or
        assessments associated with the issuance of this Warrant and/or issuance
        of the
        Warrant Shares upon exercise of this Warrant.

       

      [Signature
        page follows]

       

      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        

      

      



      IN
        WITNESS WHEREOF,
        the
        Company has caused this Warrant to be signed by its duly authorized officer
        as
        of the Issue Date.

       

      


       

      


       

      NEW
        WORLD BRANDS, INC.

       

      


      By:  __________________________

      Name: __________________________

      Title:  __________________________

      


       

       

       

      


       

      


       

      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        

      

      



      EXHIBIT
        A

       

      


       

      


       

      SUBSCRIPTION
        FORM

       

      


       

      (To
        be
        executed if Holder desires to exercise its

       

      Warrant
        Rights with respect to the Warrant)

       

      
        	
                To:

              	
                New
                  World Brands, Inc. (the “Company”)

              


      

             
        Attn: Chief Financial Officer

      


      Reference
        is hereby made to the Warrant dated December 29, 2006 (as amended, modified
        or
        supplemented from time to time, the “Warrant”)
        issued
        by the Company to the undersigned. Capitalized terms used herein and not
        defined
        have the meanings assigned to such terms in the Warrant. The undersigned
        hereby
        irrevocably elects to exercise its Warrant Rights in respect of the Warrant
        to
        purchase the number of Warrant Shares set forth below. 

       

      
        	
                1.

              	
                The
                  undersigned hereby elects to purchase the Warrant Shares set forth
                  below
                  and tenders herewith payment of the Aggregate Exercise Price for
                  such
                  Warrant Shares in full.

              


      

      


      
        	
                2.

              	
                In
                  exercising this Warrant, the undersigned hereby confirms and acknowledges
                  that the Warrant Shares set forth below are being acquired solely
                  for the
                  account of the undersigned for investment and not as a nominee
                  for any
                  other party, and that the undersigned will not offer, sell, assign,
                  transfer, pledge, hypothecate, or otherwise dispose of any such
                  shares of
                  Series A Preferred Stock except under circumstances that will not
                  result
                  in a violation of the Securities Act or any state securities
                  laws

              


      

       

      
        	
                3.

              	
                Please
                  issue a certificate or certificates representing the following
                  number of
                  Warrant Shares in the name of the undersigned or in such other
                  name as is
                  specified below:

              


      

       

      Warrant
        Shares: ___________________

      


      Name:   ___________________

      


      


      


      P&S
        SPIRIT, LLC

      


      By:  __________________________

      Name: __________________________

      Title:  __________________________

      


       

      
 

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        

      

      



      EXHIBIT
        B

       

      


       

      TRANSFER
        FORM

       

      For
        value
        received, the undersigned Holder of the within Warrant hereby sells, assigns
        and
        transfers unto the transferee whose name and address are set forth below
        all of
        the right, title and interest of the undersigned in, to and under the within
        Warrant.

       

      


       

      Name
        of
        Transferee:______________________________________________________________________

       

      


       

      State
        of
        Organization (if
        applicable):__________________________________________________________


       

      


       

      Federal
        Tax Identification or Social Security
        Number:_____________________________________________


       

      


       

      Address:______________________________________________________________________________

      


       

      Dated:______________   

       

      [HOLDER]


      


      


      


      By:____________________________ 

      Name:

      Title:


      


      


      (Note:
        The above signature must correspond with the name as written upon the face
        of
        the Warrant in all respects without any alteration or change whatsoever.)