Exhibit
      4.2

     

    NEITHER
      THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE
      SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
 THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
      IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL
      (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A FORM REASONABLY ACCEPTABLE
      TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
 NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
      WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED
      BY THE SECURITIES.

    


    PURE
      VANILLA EXCHANGE, INC.

    


    WARRANT
      TO PURCHASE COMMON STOCK

    


    Warrant
      No.:

    Number
      of
      Shares of Common Stock: 450,000

    Date
      of
      Issuance: December 26, 2006 ("Issuance
      Date")

    


    Pure
      Vanilla eXchange, Inc., a Nevada corporation (the "Company"),
      hereby certifies that, for good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, Gottbetter Capital Master, Ltd.,
      the registered holder hereof or its permitted assigns (the "Holder"),
      is
      entitled, subject to the terms set forth below, to purchase from the Company,
      at
      the Exercise Price (as defined below) then in effect, upon surrender of this
      Warrant to Purchase Common Stock (including any Warrants to Purchase Common
      Stock issued in exchange, transfer or replacement hereof, the "Warrant"),
      at
      any time or times on or after the date hereof, but not after 11:59 p.m., New
      York Time, on the Expiration Date (as defined below), Four Hundred Fifty
      Thousand (450,000) fully paid nonassessable shares of Common Stock (as defined
      below) (the "Warrant
      Shares").
       Except as otherwise defined herein, capitalized terms in this Warrant
      shall have the meanings set forth in Section 15.  This Warrant is one of
      the Warrants to purchase Common Stock (the "SPA
      Warrants")
      issued
      pursuant to Section 1 of that certain Securities Purchase Agreement, dated
      as of
      December 26, 2006 (the "Subscription
      Date"),
      by
      and among the Company and the investors (the "Buyers")
      referred to therein (the "Securities
      Purchase Agreement").

    


    1. EXERCISE
      OF WARRANT.

    


    (a) Mechanics
      of Exercise.
       Subject to the terms and conditions hereof (including, without limitation,
      the limitations set forth in Section 1(f)), this Warrant may be exercised by
      the
      Holder on any day on or after the date hereof until the Expiration Date, in
      whole or in part, by (i) delivery of a written notice, in the form attached
      hereto as Exhibit
      A
      (the
      "Exercise
      Notice"),
      of
      the Holder's election to exercise this Warrant and (ii) (A) payment to the
      Company of an amount equal to the applicable Exercise Price multiplied by the
      number of Warrant Shares as to which this Warrant is being exercised (the
      "Aggregate
      Exercise Price")
      in
      cash or by wire transfer of immediately available funds or (B) by notifying
      the
      Company that this Warrant is being exercised pursuant to a Cashless Exercise
      (as
      defined in Section 1(d)).  The Holder shall not be required to deliver the
      original Warrant in order to effect an exercise hereunder.  Execution and
      delivery of the Exercise Notice with respect to less than all of the Warrant
      Shares shall have the same effect as cancellation of the original Warrant and
      issuance of a new Warrant evidencing the right to purchase the remaining number
      of Warrant Shares.  On or before the first (1st)
      Business Day following the date on which the Company has received each of the
      Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless
      Exercise) (the "Exercise
      Delivery Documents"),
      the
      Company shall transmit by facsimile an acknowledgment of confirmation of receipt
      of the Exercise Delivery Documents to the Holder and the Company's transfer
      agent (the "Transfer
      Agent").
       On or before the second (2nd)
      Business Day following the date on which the Company has received all of the
      Exercise Delivery Documents (the "Share
      Delivery Date"),
      the
      Company shall (X) provided that the Transfer Agent is participating in The
      Depository Trust Company ("DTC")
      Fast
      Automated Securities Transfer Program, upon the request of the Holder, credit
      such aggregate number of Warrant Shares to which the Holder is entitled pursuant
      to such exercise to the Holder's or its designee's balance account with DTC
      through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer
      Agent is not participating in the DTC Fast Automated Securities Transfer
      Program, issue and dispatch by overnight courier to the address as specified
      in
      the Exercise Notice, a certificate, registered in the Company's share register
      in the name of the Holder or its designee, for the number of shares of Common
      Stock to which the Holder is entitled pursuant to such exercise.  Upon
      delivery of the Exercise Delivery Documents, the Holder shall be deemed for
      all
      corporate purposes to have become the holder of record of the Warrant Shares
      with respect to which this Warrant has been exercised, irrespective of the
      date
      such Warrant Shares are credited to the Holder's DTC account or the date of
      delivery of the certificates evidencing such Warrant Shares as the case may
      be.
 If this Warrant is submitted in connection with any exercise pursuant to
      this Section 1(a) and the number of Warrant Shares represented by this Warrant
      submitted for exercise is greater than the number of Warrant Shares being
      acquired upon an exercise, then the Company shall as soon as practicable and
      in
      no event later than three Business Days after any exercise and at its own
      expense, issue, a new Warrant (in accordance with Section 7(d)) representing
      the
      right to purchase the number of Warrant Shares purchasable immediately prior
      to
      such exercise under this Warrant, less the number of Warrant Shares with respect
      to which this Warrant is exercised.  No fractional shares of Common Stock
      are to be issued upon the exercise of this Warrant, but rather the number of
      shares of Common Stock to be issued shall be rounded up to the nearest whole
      number.  The Company shall pay any and all taxes which may be payable with
      respect to the issuance and delivery of Warrant Shares upon exercise of this
      Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b) Exercise
      Price.
       For purposes of this Warrant, "Exercise
      Price"
      means
      $2.48782 subject to adjustment as provided herein.

    


    (c) Company's
      Failure to Timely Deliver Securities.
       If within three (3) Trading Days after the Company's receipt of the
      facsimile copy of a Exercise Notice the Company shall fail to issue and deliver
      a certificate to the Holder and register such shares of Common Stock on the
      Company's share register or credit the Holder's balance account with DTC for
      the
      number of shares of Common Stock to which the Holder is entitled upon the
      Holder's exercise hereunder, and if on or after such Trading Day the Holder
      purchases (in an open market transaction or otherwise) shares of Common Stock
      to
      deliver in satisfaction of a sale by the Holder of shares of Common Stock
      issuable upon such exercise that the Holder anticipated receiving from the
      Company (a
      "Buy-In"
      ), then
      the Company shall, within three (3) Business Days after the Holder's request
      and
      in the Holder's discretion, either (i) pay cash to the Holder in an amount
      equal
      to the Holder's total purchase price (including brokerage commissions, if any)
      for the shares of Common Stock so purchased (the
      "Buy-In Price"),
      at
      which point the Company's obligation to deliver such certificate (and to issue
      such Warrant Shares) shall terminate, or (ii) promptly honor its obligation
      to
      deliver to the Holder a certificate or certificates representing such Warrant
      Shares and pay cash to the Holder in an amount equal to the excess (if any)
      of
      the Buy-In Price over the product of (A) such number of shares of Common Stock,
      times (B) the Closing Bid Price on the date of exercise. Nothing herein shall
      limit the holder's right to pursue actual damages for the Company's failure
      to
      maintain a sufficient number of authorized shares of Common Stock or to
      otherwise issue shares of Common Stock upon exercise of this Warrant in
      accordance with the terms hereof, and the holder shall have the right to pursue
      all remedies available at law or in equity (including a decree of specific
      performance and/or injunctive relief).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (d) Cashless
      Exercise. Notwithstanding
      anything contained herein to the contrary, if a registration statement covering
      the Warrant Shares that are the subject of the Exercise Notice (the
      "Unavailable
      Warrant Shares")
      is not
      available for the resale of such Unavailable Warrant Shares, the Holder may,
      in
      its sole discretion, exercise this Warrant in whole or in part and, in lieu
      of
      making the cash payment otherwise contemplated to be made to the Company upon
      such exercise in payment of the Aggregate Exercise Price, elect instead to
      receive upon such exercise the "Net Number" of shares of Common Stock determined
      according to the following formula (a "Cashless
      Exercise"):

    


    Net
      Number = (A
      x
      B) - (A x C)

     
      B

    


    For
      purposes of the foregoing formula:

    


    
      	 	
              A

            	
              =

            	
              the
                total number of shares with respect to which this Warrant is then
                being
                exercised.

            


    

    


    
      	 	
              B

            	
              =

            	
              the
                Closing Sale Price of the shares of Common Stock (as reported by
                Bloomberg) on the date immediately preceding the date of the Exercise
                Notice.

            


    

    


    
      	 	
              C

            	
              =

            	
              the
                Exercise Price then in effect for the applicable Warrant Shares at
                the
                time of such exercise.

            


    

    


    (e) Disputes.
       In the case of a dispute as to the determination of the Exercise Price or
      the arithmetic calculation of the Warrant Shares, the Company shall promptly
      issue to the Holder the number of Warrant Shares that are not disputed and
      resolve such dispute in accordance with Section 12.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (f) Limitations
      on Exercises.

    


    (1) Beneficial
      Ownership.
       The Company shall not effect the exercise of this Warrant, and the Holder
      shall not have the right to exercise this Warrant, to the extent that after
      giving effect to such exercise, such Person (together with such Person's
      affiliates) would beneficially own (directly or indirectly through Warrant
      Shares or otherwise) in excess of 4.99% of the shares of Common Stock
      outstanding immediately after giving effect to such exercise.  For purposes
      of the foregoing sentence, the aggregate number of shares of Common Stock
      beneficially owned (directly or indirectly through Warrant Shares or otherwise)
      by such Person and its affiliates shall include the number of shares of Common
      Stock issuable upon exercise of this Warrant with respect to which the
      determination of such sentence is being made, but shall exclude shares of Common
      Stock which would be issuable upon (i) exercise of the remaining, unexercised
      portion of this Warrant beneficially owned by such Person and its affiliates
      and
      (ii) exercise or conversion of the unexercised or unconverted portion of any
      other securities of the Company beneficially owned by such Person and its
      affiliates (including, without limitation, any convertible notes or convertible
      preferred stock or warrants) subject to a limitation on conversion or exercise
      analogous to the limitation contained herein.  Except as set forth in the
      preceding sentence, for purposes of this paragraph, beneficial ownership shall
      be calculated in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934, as amended.  For purposes of this Warrant, in determining the number
      of outstanding shares of Common Stock, the Holder may rely on the number of
      outstanding shares of Common Stock as reflected in (1) the Company's most recent
      Form 10-KSB, Form 10-QSB, Current Report on Form 8-K or other public filing
      with
      the Securities and Exchange Commission, as the case may be, (2) a more recent
      public announcement by the Company or (3) any other notice by the Company or
      the
      Transfer Agent setting forth the number of shares of Common Stock outstanding.
       For any reason at any time, upon the written request of the Holder, the
      Company shall within two Business Days confirm orally and in writing to the
      Holder the number of shares of Common Stock then outstanding.  In any case,
      the number of outstanding shares of Common Stock shall be determined after
      giving effect to the conversion or exercise of securities of the Company,
      including the SPA Securities and the SPA Warrants, by the Holder and its
      affiliates since the date as of which such number of outstanding shares of
      Common Stock was reported.  By written notice to the Company, the Holder
      may from time to time increase or decrease the Maximum Percentage specified
      in
      such notice; provided that (i) any such increase will not be effective until
      the
      sixty-first (61st)
      day
      after such notice is delivered to the Company, and (ii) any such increase or
      decrease will apply only to the Holder and not to any other holder of SPA
      Warrants.

    


    (g) Insufficient
      Authorized Shares.
       If at any time while any of the Warrants remain outstanding the Company
      does not have a sufficient number of authorized and unreserved shares of Common
      Stock to satisfy its obligation to reserve for issuance upon exercise of the
      Warrants at least a number of shares of Common Stock equal to 150% of the number
      of shares of Common Stock as shall from time to time be necessary to effect
      the
      exercise of all of the Warrants then outstanding  (the "Required
      Reserve Amount")
      (an
      "Authorized
      Share Failure"),
      then
      the Company shall immediately take all action necessary to increase the
      Company's authorized shares of Common Stock to an amount sufficient to allow
      the
      Company to reserve the Required Reserve Amount for the Warrants then
      outstanding.  Without limiting the generality of the foregoing sentence, as
      soon as practicable after the date of the occurrence of an Authorized Share
      Failure, but in no event later than ninety (90) days after the occurrence of
      such Authorized Share Failure, the Company shall hold a meeting of its
      stockholders for the approval of an increase in the number of authorized shares
      of Common Stock.  In connection with such meeting, the Company shall
      provide each stockholder with a proxy statement and shall use its reasonable
      best efforts to solicit its stockholders' approval of such increase in
      authorized shares of Common Stock and to cause its board of directors to
      recommend to the stockholders that they approve such proposal.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    2. ADJUSTMENT
      OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.

    


    The
      Exercise Price and the number of Warrant Shares shall be adjusted from time
      to
      time as follows:

    


    (a) Adjustment
      upon Issuance of shares of Common Stock.
       If and whenever on or after the Subscription Date the Company issues or
      sells, or in accordance with this Section 2 is deemed to have issued or sold,
      any shares of Common Stock (including the issuance or sale of shares of Common
      Stock owned or held by or for the account of the Company, but excluding shares
      of Common Stock deemed to have been issued by the Company in connection with
      any
      Excluded Securities (as defined in the SPA Securities) for a consideration
      per
      share (the "New
      Issuance Price")
      less
      than a price (the "Applicable
      Price")
      equal
      to the Exercise Price in effect immediately prior to such issue or sale or
      deemed issuance or sale (the foregoing a
      "Dilutive Issuance"),
      then
      immediately after such Dilutive Issuance, the Exercise Price then in effect
      shall be reduced to an amount equal to the New Issuance Price.  Upon each
      such adjustment of the Exercise Price hereunder, the number of Warrant Shares
      shall be adjusted to the number of shares of Common Stock determined by
      multiplying the Exercise Price in effect immediately prior to such adjustment
      by
      the number of Warrant Shares acquirable upon exercise of this Warrant
      immediately prior to such adjustment and dividing the product thereof by the
      Exercise Price resulting from such adjustment.  For purposes of determining
      the adjusted Exercise Price under this Section 2(a), the following shall be
      applicable:

    


    
      	 	
               (i)   
                

            	
              Issuance
                of Options.
                 If the Company in any manner grants any Options and the lowest price
                per share for which one share of Common Stock is issuable upon the
                exercise of any such Option or upon conversion, exercise or exchange
                of
                any Convertible Securities issuable upon exercise of any such Option
                is
                less than the Applicable Price, then such share of Common Stock shall
                be
                deemed to be outstanding and to have been issued and sold by the
                Company
                at the time of the granting or sale of such Option for such price
                per
                share.  For purposes of this Section 2(a)(i),
                the "lowest price per share for which one share of Common Stock is
                issuable upon exercise of such Options or upon conversion, exercise
                or
                exchange of such Convertible Securities" shall be equal to the sum
                of the
                lowest amounts of consideration (if any) received or receivable by
                the
                Company with respect to any one share of Common Stock upon the granting
                or
                sale of the Option, upon exercise of the Option and upon conversion,
                exercise or exchange of any Convertible Security issuable upon exercise
                of
                such Option.  No further adjustment of the Exercise Price or number
                of Warrant Shares shall be made upon the actual issuance of such
                shares of
                Common Stock or of such Convertible Securities upon the exercise
                of such
                Options or upon the actual issuance of such shares of Common Stock
                upon
                conversion, exercise or exchange of such Convertible
                Securities.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	(ii)  	
              Issuance
                of Convertible Securities.
                 If the Company in any manner issues or sells any Convertible
                Securities and the lowest price per share for which one share of
                Common
                Stock is issuable upon the conversion, exercise or exchange thereof
                is
                less than the Applicable Price, then such share of Common Stock shall
                be
                deemed to be outstanding and to have been issued and sold by the
                Company
                at the time of the issuance or sale of such Convertible Securities
                for
                such price per share.  For the purposes of this Section 2(a)(ii), the
                "lowest price per share for which one share of Common Stock is issuable
                upon the conversion, exercise or exchange" shall be equal to the
                sum of
                the lowest amounts of consideration (if any) received or receivable
                by the
                Company with respect to one share of Common Stock upon the issuance
                or
                sale of the Convertible Security and upon conversion, exercise or
                exchange
                of such Convertible Security.  No further adjustment of the Exercise
                Price or number of Warrant Shares shall be made upon the actual issuance
                of such shares of Common Stock upon conversion, exercise or exchange
                of
                such Convertible Securities, and if any such issue or sale of such
                Convertible Securities is made upon exercise of any Options for which
                adjustment of this Warrant has been or is to be made pursuant to
                other
                provisions of this Section 2(a), no further adjustment of the Exercise
                Price or number of Warrant Shares shall be made by reason of such
                issue or
                sale.

            


    

    


    
      	(iii)  	
              Change
                in Option Price or Rate of Conversion. If
                the purchase price provided for in any Options, the additional
                consideration, if any, payable upon the issue, conversion, exercise
                or
                exchange of any Convertible Securities, or the rate at which any
                Convertible Securities are convertible into or exercisable or exchangeable
                for shares of Common Stock increases or decreases at any time, the
                Exercise Price and the number of Warrant Shares in effect at the
                time of
                such increase or decrease shall be adjusted to the Exercise Price
                and the
                number of Warrant Shares which would have been in effect at such
                time had
                such Options or Convertible Securities provided for such increased
                or
                decreased purchase price,
                additional consideration or increased or decreased conversion rate,
                as the
                case may be, at the time initially granted, issued or sold.  For
                purposes of this Section 2(a)(iii), if the terms of any Option or
                Convertible Security that was outstanding as of the date of issuance
                of
                this Warrant are increased or decreased in the manner described in
                the
                immediately preceding sentence, then such Option or Convertible Security
                and the shares of Common Stock deemed issuable upon exercise, conversion
                or exchange thereof shall be deemed to have been issued as of the
                date of
                such increase or decrease.  No adjustment pursuant to this Section
                2(a) shall be made if such adjustment would result in an increase
                of the
                Exercise Price then in effect or a decrease in the number of Warrant
                Shares.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	(iv)  	
              Calculation
                of Consideration Received
                .
                 In case any Option is issued in connection with the issue or sale
                of
                other securities of the Company, together comprising one integrated
                transaction in which no specific consideration is allocated to such
                Options by the parties thereto, the Options will be deemed to have
                been
                issued for a consideration of $.001.  If any shares of Common Stock,
                Options or Convertible Securities are issued or sold or deemed to
                have
                been issued or sold for cash, the consideration received therefor
                will be
                deemed to be the amount received by the Company therefor.  If any
                shares of Common Stock, Options or Convertible Securities are issued
                or
                sold for a consideration other than cash, the amount of such consideration
                received by the Company will be the fair value of such consideration,
                except where such consideration consists of securities, in which
                case the
                amount of consideration received by the Company will be the Closing
                Sale
                Price of such security on the date of receipt.  If any shares of
                Common Stock, Options or Convertible Securities are issued to the
                owners
                of the non-surviving entity in connection with any merger in which
                the
                Company is the surviving entity, the amount of consideration therefor
                will
                be deemed to be the fair value of such portion of the net assets
                and
                business of the non-surviving entity as is attributable to such shares
                of
                Common Stock, Options or Convertible Securities, as the case may
                be.
                 The fair value of any consideration other than cash or securities
                will be determined jointly by the Company and the Required Holders.
                 If such parties are unable to reach agreement within ten (10) days
                after the occurrence of an event requiring valuation (the "Valuation
                Event"),
                the fair value of such consideration will be determined within five
                (5)
                Business Days after the tenth day following the Valuation Event by
                an
                independent, reputable appraiser jointly selected by the Company
                and the
                Required Holders.  The determination of such appraiser shall be final
                and binding upon all parties absent manifest error and the fees and
                expenses of such appraiser shall be borne by the
                Company.

            


    

    


    
      	(v)  	
              Record
                Date.
                 If the Company takes a record of the holders of shares of Common
                Stock for the purpose of entitling them (A) to receive a dividend or
                other distribution payable in shares of Common Stock, Options or
                in
                Convertible Securities or (B) to subscribe for or purchase shares of
                Common Stock, Options or Convertible Securities, then such record
                date
                will be deemed to be the date of the issue or sale of the shares
                of Common
                Stock deemed to have been issued or sold upon the declaration of
                such
                dividend or the making of such other distribution or the date of
                the
                granting of such right of subscription or purchase, as the case may
                be.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    (b) Adjustment
      upon Subdivision or Combination of Common Stock.
       If the Company at any time on or after the Subscription Date subdivides
      (by any stock split, stock dividend, recapitalization or otherwise) one or
      more
      classes of its outstanding shares of Common Stock into a greater number of
      shares, the Exercise Price in effect immediately prior to such subdivision
      will
      be proportionately reduced and the number of Warrant Shares will be
      proportionately increased.  If the Company at any time on or after the
      Subscription Date  combines (by combination, reverse stock split or
      otherwise) one or more classes of its outstanding shares of Common Stock into
      a
      smaller number of shares, the Exercise Price in effect immediately prior to
      such
      combination will be proportionately increased and the number of Warrant Shares
      will be proportionately decreased.  Any adjustment under this Section 2(b)
      shall become effective at the close of business on the date the subdivision
      or
      combination becomes effective.

    


    (c) Other
      Events.
       If any event occurs of the type contemplated by the provisions of this
      Section 2 but not expressly provided for by such provisions (including, without
      limitation, the granting of stock appreciation rights, phantom stock rights
      or
      other rights with equity features), then the Company's Board of Directors will
      make an appropriate adjustment in the Exercise Price and the number of Warrant
      Shares so as to protect the rights of the Holder; provided that no such
      adjustment pursuant to this Section 2(c) will increase the Exercise Price or
      decrease the number of Warrant Shares as otherwise determined pursuant to this
      Section 2.

    


    3. RIGHTS
      UPON DISTRIBUTION OF ASSETS.

    


    If
      the
      Company shall declare or make any dividend or other distribution of its assets
      (or rights to acquire its assets) to holders of shares of Common Stock, by
      way
      of return of capital or otherwise (including, without limitation, any
      distribution of cash, stock or other securities, property or options by way
      of a
      dividend, spin off, reclassification, corporate rearrangement, scheme of
      arrangement or other similar transaction) (a "Distribution"),
      at
      any time after the issuance of this Warrant, then, in each such
      case:

    


    (a) any
      Exercise Price in effect immediately prior to the close of business on the
      record date fixed for the determination of holders of shares of Common Stock
      entitled to receive the Distribution shall be reduced, effective as of the
      close
      of business on such record date, to a price determined by multiplying such
      Exercise Price by a fraction of which (i) the numerator shall be the Closing
      Bid
      Price of the shares of Common Stock on the trading day immediately preceding
      such record date minus the value of the Distribution (as determined in good
      faith by the Company's Board of Directors) applicable to one share of Common
      Stock, and (ii)
      the
      denominator shall be the Closing Bid Price of the shares of Common Stock on
      the
      trading day immediately preceding such record date; and

    


    (b) the
      number of Warrant Shares shall be increased to a number of shares equal to
      the
      number of shares of Common Stock obtainable immediately prior to the close
      of
      business on the record date fixed for the determination of holders of shares
      of
      Common Stock entitled to receive the Distribution multiplied by the reciprocal
      of the fraction set forth in the immediately preceding paragraph (a); provided
      that in the event that the Distribution is of shares of Common Stock (or common
      stock) ("Other
      Shares of Common Stock")
      of a
      company whose common shares are traded on a national securities exchange or
      a
      national automated quotation system, then the Holder may elect to receive a
      warrant to purchase Other Shares of Common Stock in lieu of an increase in
      the
      number of Warrant Shares, the terms of which shall be identical to those of
      this
      Warrant, except that such warrant shall be exercisable into the number of shares
      of Other Shares of Common Stock that would have been payable to the Holder
      pursuant to the Distribution had the Holder exercised this Warrant immediately
      prior to such record date and with an aggregate exercise price equal to the
      product of the amount by which the exercise price of this Warrant was decreased
      with respect to the Distribution pursuant to the terms of the immediately
      preceding paragraph (a) and the number of Warrant Shares calculated in
      accordance with the first part of this paragraph (b).

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    4. PURCHASE
      RIGHTS; FUNDAMENTAL TRANSACTIONS.

    


    (a) Purchase
      Rights.
       In addition to any adjustments pursuant to Section 2 above, if at any time
      the Company grants, issues or sells any Options, Convertible Securities or
      rights to purchase stock, warrants, securities or other property pro rata to
      the
      record holders of any class of shares of Common Stock (the "Purchase
      Rights"),
      then
      the Holder will be entitled to acquire, upon the terms applicable to such
      Purchase Rights, the aggregate Purchase Rights which the Holder could have
      acquired if the Holder had held the proportionate number of shares of Common
      Stock acquirable upon complete exercise of this Warrant (without regard to
      any
      limitations on the exercise of this Warrant) immediately before the date on
      which a record is taken for the grant, issuance or sale of such Purchase Rights,
      or, if no such record is taken, the date as of which the record holders of
      shares of Common Stock are to be determined for the grant, issue or sale of
      such
      Purchase Rights.

    


    (b) Fundamental
      Transactions.
       The Company shall not enter into or be party to a Fundamental Transaction
      unless (i)  the Successor Entity assumes in writing all of the obligations
      of the Company under this Warrant and the other Transaction Documents in
      accordance with the provisions of this Section (4)(b) pursuant to written
      agreements in form and substance satisfactory to the Required Holders and
      approved by the Required Holders prior to such Fundamental Transaction,
      including agreements to deliver to each holder of Warrants in exchange for
      such
      Warrants a security of the Successor Entity evidenced by a written instrument
      substantially similar in form and substance to this Warrant, including, without
      limitation, an adjusted exercise price equal to the value for the shares of
      Common Stock reflected by the terms of such Fundamental Transaction, and
      exercisable for a corresponding number of shares of capital stock equivalent
      to
      the shares of Common Stock acquirable and receivable upon exercise of this
      Warrant (without regard to any limitations on the exercise of this Warrant)
      prior to such Fundamental
      Transaction, and satisfactory to the Required Holders and (ii) the
      Successor Entity (including its Parent Entity) is a publicly traded corporation
      whose common stock is quoted on or listed for trading on an Eligible Market.
       Upon the occurrence of any Fundamental Transaction, the Successor Entity
      shall succeed to, and be substituted for (so that from and after the date of
      such Fundamental Transaction, the provisions of this Warrant referring to the
      "Company" shall refer instead to the Successor Entity), and may exercise every
      right and power of the Company and shall assume all of the obligations of the
      Company under this Warrant with the same effect as if such Successor Entity
      had
      been named as the Company herein.  Upon consummation of the Fundamental
      Transaction, the Successor Entity shall deliver to the Holder confirmation
      that
      there shall be issued upon exercise of this Warrant at any time after the
      consummation of the Fundamental Transaction, in lieu of the shares of the Common
      Stock (or other securities, cash, assets or other property) issuable upon the
      exercise of the Warrant prior to such Fundamental Transaction, such shares
      of
      the publicly traded Common Stock (or its equivalent) of the Successor Entity
      (including its Parent Entity) which the Holder would have been entitled to
      receive upon the happening of such Fundamental Transaction had this Warrant
      been
      converted immediately prior to such Fundamental Transaction, as adjusted in
      accordance with the provisions of this Warrant.  In addition to and not in
      substitution for any other rights hereunder, prior to the consummation of any
      Fundamental Transaction pursuant to which holders of shares of Common Stock
      are
      entitled to receive securities or other assets with respect to or in exchange
      for shares of Common Stock (a "Corporate
      Event"),
      the
      Company shall make appropriate provision to insure that the Holder will
      thereafter have the right to receive upon an exercise of this Warrant at any
      time after the consummation of the Fundamental Transaction but prior to the
      Expiration Date, in lieu of the shares of the Common Stock (or other securities,
      cash, assets or other property) issuable upon the exercise of the Warrant prior
      to such Fundamental Transaction, such shares of stock, securities, cash, assets
      or any other property whatsoever (including warrants or other purchase or
      subscription rights) which the Holder would have been entitled to receive upon
      the happening of such Fundamental Transaction had the Warrant been exercised
      immediately prior to such Fundamental Transaction. Provisions made pursuant
      to
      the preceding sentence shall be in the form and substance reasonably
      satisfactory to the Required Holders. The provisions of this Section shall
      apply
      similarly and equally to successive Fundamental Transactions and Corporate
      Events and shall be applied without regard to any limitations on the exercise
      of
      this Warrant.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    (c) Notwithstanding
      the foregoing and the provisions of Section 4(b) above, in the event of a
      Fundamental Transaction where the Successor Entity is not a Public Successor,
      if
      the Holder has not exercised the Warrant in full prior to the consummation
      of
      the Fundamental Transaction, then the Company may enter into a Fundamental
      Transaction pursuant to which the Holder shall receive, simultaneously with
      the
      consummation of the Fundamental Transaction, in lieu of the warrant referred
      to
      in Section 4(b) cash in the amount equal to the value of the remaining
      unexercised portion of this Warrant on the date of such consummation, which
      value shall be determined by use of the Black and Scholes Option Pricing Model
      reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury
      rate
      for a period equal to the remaining term of this Warrant as of such date of
      request and (B) an expected volatility equal to the greater of 60% and the
      100
      day volatility obtained from the HVT function on Bloomberg.  

    


    5. NONCIRCUMVENTION.

    


    The
      Company hereby covenants and agrees that the Company will not, by amendment
      of
      its Articles of Incorporation, Bylaws or through any reorganization, transfer
      of
      assets, consolidation, merger, scheme of arrangement, dissolution, issue
      or
      sale of securities, or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms of this Warrant, and will at
      all
      times in good faith carry out all the provisions of this Warrant and take all
      action as may be required to protect the rights of the Holder.  Without
      limiting the generality of the foregoing, the Company (i) shall not
      increase the par value of any shares of Common Stock receivable upon the
      exercise of this Warrant above the Exercise Price then in effect,
      (ii) shall take all such actions as may be necessary or appropriate in
      order that the Company may validly and legally issue fully paid and
      nonassessable shares of Common Stock upon the exercise of this Warrant, and
      (iii) shall, so long as any of the SPA Warrants are outstanding, take all action
      necessary to reserve and keep available out of its authorized and unissued
      shares of Common Stock, solely for the purpose of effecting the exercise of
      the
      SPA Warrants, 400% of the number of shares of Common Stock as shall from time
      to
      time be necessary to effect the exercise of the SPA Warrants then outstanding
      (without regard to any limitations on exercise).

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    6. WARRANT
      HOLDER NOT DEEMED A STOCKHOLDER.

    


    Except
      as
      otherwise specifically provided herein, the Holder, solely in such Person's
      capacity as a holder of this Warrant, shall not be entitled to vote or receive
      dividends or be deemed the holder of share capital of the Company for any
      purpose, nor shall anything contained in this Warrant be construed to confer
      upon the Holder, solely in such Person's capacity as the Holder of this Warrant,
      any of the rights of a shareholder of the Company or any right to vote, give
      or
      withhold consent to any corporate action (whether any reorganization, issue
      of
      stock, reclassification of stock, consolidation, merger, conveyance or
      otherwise), receive notice of meetings, receive dividends or subscription
      rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares
      which such Person is then entitled to receive upon the due exercise of this
      Warrant.  In addition, nothing contained in this Warrant shall be construed
      as imposing any liabilities on the Holder to purchase any securities (upon
      exercise of this Warrant or otherwise) or as a shareholder of the Company,
      whether such liabilities are asserted by the Company or by creditors of the
      Company, whether such liabilities are asserted by the Compay or by creditors
      at
      the Company.  Notwithstanding this Section 6, the Company shall provide the
      Holder with copies of the same notices and other information given to the
      shareholders of the Company generally, contemporaneously with the giving thereof
      to the shareholders.

    


    7. REISSUANCE
      OF WARRANTS.

    


    (a) Transfer
      of Warrant.
       If this Warrant is to be transferred, the Holder shall surrender this
      Warrant to the Company, whereupon the Company will issue promptly following
      satisfaction of the transfer provisions contained in the Securities Purchase
      Agreement and deliver upon the order of the Holder a new Warrant (in accordance
      with Section 7(d)), in the name of the validly registered assignee or
      transferee, representing the right to purchase the number of Warrant Shares
      being transferred by the Holder and, if less then the total number of Warrant
      Shares then underlying this Warrant is being transferred, a new Warrant (in
      accordance with Section 7(d)) to the Holder representing the right to purchase
      the number of Warrant Shares not being transferred.

    


    (b) Lost,
      Stolen or Mutilated Warrant.
       Upon receipt by the Company of evidence reasonably satisfactory to the
      Company of the loss, theft, destruction or mutilation of this Warrant, and,
      in
      the case of loss, theft or destruction, of any indemnification undertaking
      by
      the Holder to the Company in customary form and, in the case of mutilation,
      upon
      surrender and cancellation
      of this Warrant, the Company shall execute and deliver to the Holder a new
      Warrant (in accordance with Section 7(d)) representing the right to purchase
      the
      Warrant Shares then underlying this Warrant.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    (c) Exchangeable
      for Multiple Warrants.
       This Warrant is exchangeable, upon the surrender hereof by the Holder at
      the principal office of the Company, for a new Warrant or Warrants (in
      accordance with Section 7(d)) representing in the aggregate the right to
      purchase the number of Warrant Shares then underlying this Warrant, and each
      such new Warrant will represent the right to purchase such portion of such
      Warrant Shares as is designated by the Holder at the time of such surrender;
      provided, however, that no Warrants for fractional shares of Common Stock shall
      be given.

    


    (d) Issuance
      of New Warrants.
       Whenever the Company is required to issue a new Warrant pursuant to the
      terms of this Warrant, such new Warrant (i) shall be of like tenor with this
      Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
      the
      right to purchase the Warrant Shares then underlying this Warrant (or in the
      case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c),
      the
      Warrant Shares designated by the Holder which, when added to the number of
      shares of Common Stock underlying the other new Warrants issued in connection
      with such issuance, does not exceed the number of Warrant Shares then underlying
      this Warrant), (iii) shall have an issuance date, as indicated on the face
      of
      such new Warrant which is the same as the Issuance Date, and (iv) shall have
      the
      same rights and conditions as this Warrant.

    


    8. NOTICES.

    


    Whenever
      notice is required to be given under this Warrant such notice shall be given
      in
      accordance with Section 9(f) of the Securities Purchase Agreement.  The
      Company shall provide the Holder with prompt written notice of all actions
      taken
      pursuant to this Warrant, including in reasonable detail a description of such
      action and the reason therefore.  Without limiting the generality of the
      foregoing, the Company will give written notice to the Holder (i) immediately
      upon any adjustment of the Exercise Price, setting forth in reasonable detail,
      and certifying, the calculation of such adjustment and (ii) at least ten days
      prior to the date on which the Company closes its books or takes a record (A)
      with respect to any dividend or distribution upon the shares of Common Stock,
      (B) with respect to any grants, issuances or sales of any Options, Convertible
      Securities or rights to purchase stock, warrants, securities or other property
      to holders of shares of Common Stock or (C) for determining rights to vote
      with
      respect to any Fundamental Transaction, dissolution or liquidation, provided
      in
      each case that such information shall be made known to the public prior to
      or in
      conjunction with such notice being provided to the Holder.

    


    9. AMENDMENT
      AND WAIVER.

    


    Except
      as
      otherwise provided herein, the provisions of this Warrant may be amended and
      the
      Company may take any action herein prohibited, or omit to perform any act herein
      required to be performed by it, only if the Company has obtained the written
      consent of the Required Holders; provided that no such action may increase
      the
      exercise price of any SPA Warrant or decrease the number of shares or class
      of
      stock obtainable upon exercise of any SPA Warrant without the written consent
      of
      the Holder.  No such amendment shall be effective to the extent that it
      applies to less than all of the holders of the SPA Warrants then
      outstanding.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    10. GOVERNING
      LAW.

    


    This
      Warrant shall be governed by and construed and enforced in accordance with,
      and
      all questions concerning the construction, validity, interpretation and
      performance of this Warrant shall be governed by, the internal laws of the
      State
      of New York, without giving effect to any choice of law or conflict of law
      provision or rule (whether of the State of New York or any other jurisdictions)
      that would cause the application of the laws of any jurisdictions other than
      the
      State of New York.

    


    11. CONSTRUCTION;
      HEADINGS.

    


    This
      Warrant shall be deemed to be jointly drafted by the Company and all the Buyers
      and shall not be construed against any person as the drafter hereof.  The
      headings of this Warrant are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Warrant.

    


    12. DISPUTE
      RESOLUTION.

    


    In
      the
      case of a dispute as to the determination of the Exercise Price or the
      arithmetic calculation of the Warrant Shares, the Company shall submit the
      disputed determinations or arithmetic calculations via facsimile within two
      Business Days of receipt of the Exercise Notice giving rise to such dispute,
      as
      the case may be, to the Holder.  If the Holder and the Company are unable
      to agree upon such determination or calculation of the Exercise Price or the
      Warrant Shares within three Business Days of such disputed determination or
      arithmetic calculation being submitted to the Holder, then the Company shall,
      within two Business Days submit via facsimile (a) the disputed determination
      of
      the Exercise Price to an independent, reputable investment bank selected by
      the
      Company and approved by the Holder (such approval not to be unreasonably
      withheld or delayed) or (b) the disputed arithmetic calculation of the Warrant
      Shares to the Company's independent, outside accountant.  The Company shall
      cause at its expense the investment bank or the accountant, as the case may
      be,
      to perform the determinations or calculations and notify the Company and the
      Holder of the results no later than ten Business Days from the time it receives
      the disputed determinations or calculations.  Such investment bank's or
      accountant's determination or calculation, as the case may be, shall be binding
      upon all parties absent demonstrable error.

    


    13.
      REMEDIES,
      OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.

    


    The
      remedies provided in this Warrant shall be cumulative and in addition to all
      other remedies available under this Warrant and the other Transaction Documents,
      at law or in equity (including a decree of specific performance and/or other
      injunctive relief), and nothing herein shall limit the right of the Holder
      right
      to pursue actual damages for any failure by the Company to comply with the
      terms
      of this Warrant.  The Company acknowledges that a breach by it of its
      obligations hereunder will cause irreparable harm to the Holder and that the
      remedy at law for any such breach may be inadequate.  The Company therefore
      agrees that, in the event of any such breach or threatened breach, the holder
      of
      this Warrant shall be entitled, in addition to all other
      available remedies, to an injunction restraining any breach, without the
      necessity of showing economic loss and without any bond or other security being
      required.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    14. TRANSFER.

    


    This
      Warrant may be offered for sale, sold, transferred or assigned without the
      consent of the Company, except as may otherwise be required by Section 2(f)
      of
      the Securities Purchase Agreement.

    


    15. CERTAIN
      DEFINITIONS.

    


    For
      purposes of this Warrant, the following terms shall have the following
      meanings:

    


    (a) "Bloomberg"
      means
      Bloomberg Financial Markets.

    


    (b) "Business
      Day"
      means
      any day other than Saturday, Sunday or other day on which commercial banks
      in
      The City of New York are authorized or required by law to remain
      closed.

    


    (c) "Closing
      Bid Price"
      and
      "Closing
      Sale Price"
      means,
      for any security as of any date, the last closing bid price and last closing
      trade price, respectively, for such security on the Principal Market, as
      reported by Bloomberg, or, if the Principal Market begins to operate on an
      extended hours basis and does not designate the closing bid price or the closing
      trade price, as the case may be, then the last bid price or last trade price,
      respectively, of such security prior to 4:00:00 p.m., New York Time, as reported
      by Bloomberg, or, if the Principal Market is not the principal securities
      exchange or trading market for such security, the last closing bid price or
      last
      trade price, respectively, of such security on the principal securities exchange
      or trading market where such security is listed or traded as reported by
      Bloomberg, or if the foregoing do not apply, the last closing bid price or
      last
      trade price, respectively, of such security in the over-the-counter market
      on
      the electronic bulletin board for such security as reported by Bloomberg, or,
      if
      no closing bid price or last trade price, respectively, is reported for such
      security by Bloomberg, the average of the bid prices, or the ask prices,
      respectively, of any market makers for such security as reported in the "pink
      sheets" by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.).
       If the Closing Bid Price or the Closing Sale Price cannot be calculated
      for a security on a particular date on any of the foregoing bases, the Closing
      Bid Price or the Closing Sale Price, as the case may be, of such security on
      such date shall be the fair market value as mutually determined by the Company
      and the Holder.  If the Company and the Holder are unable to agree upon the
      fair market value of such security, then such dispute shall be resolved pursuant
      to Section 12.  All such determinations to be appropriately adjusted for
      any stock dividend, stock split, stock combination or other similar transaction
      during the applicable calculation period.

    


    (d) "Common
      Stock"
      means
      (i) the Company's shares of Common Stock, par value $0.001 per share, and
      (ii) any share capital into which such Common Stock shall have been changed
      or any share capital resulting from a reclassification of such Common
      Stock.

    


    (e) "Convertible
      Securities"
      means
      any stock or securities (other than Options) directly or indirectly convertible
      into or exercisable or exchangeable for shares of Common Stock.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    (f) "Eligible
      Market"
      means
      the Principal Market, The New York Stock Exchange, Inc., the Nasdaq National
      Market, the Nasdaq Capital Market or the American Stock
      Exchange.

    


    (g) "Expiration
      Date"
      means
      the date sixty months after the Issuance Date or, if such date falls on a day
      other than a Business Day or on which trading does not take place on the
      Principal Market (a "Holiday"),
      the
      next date that is not a Holiday.

    


    (h) "Fundamental
      Transaction"
      means
      that the Company shall, directly or indirectly, in one or more related
      transactions, (i) consolidate or merge with or into (whether or not the Company
      is the surviving corporation) another Person, or (ii) sell, assign, transfer,
      convey or otherwise dispose of all or substantially all of the properties or
      assets of the Company to another Person, or (iii) allow another Person to make
      a
      purchase, tender or exchange offer that is accepted by the holders of more
      than
      the 50% of either the outstanding shares of Common Stock (not including any
      shares of Common Stock held by the Person or Persons making or party to, or
      associated or affiliated with the Persons making or party to, such purchase,
      tender or exchange offer), or (iv) consummate a stock purchase agreement or
      other business combination (including, without limitation, a reorganization,
      recapitalization, spin-off or scheme of arrangement) with another Person whereby
      such other Person acquires more than the 50% of the outstanding shares of Common
      Stock (not including any shares of Common Stock held by the other Person or
      other Persons making or party to, or associated or affiliated with the other
      Persons making or party to, such stock purchase agreement or other business
      combination), (v) reorganize, recapitalize or reclassify its Common Stock (other
      than a forward or reverse stock split), or (vi) any "person" or "group" (as
      these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange
      Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under
      the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary
      voting power represented by issued and outstanding Common Stock.

    


    (i) “Options"
      means
      any rights, warrants or options to subscribe for or purchase shares of Common
      Stock or Convertible Securities.

    


    (j) "Parent
      Entity"
      of a
      Person means an entity that, directly or indirectly, controls the applicable
      Person and whose common stock or equivalent equity security is quoted or listed
      on an Eligible Market, or, if there is more than one such Person or Parent
      Entity, the Person or Parent Entity with the largest public market
      capitalization as of the date of consummation of the Fundamental
      Transaction.

    


    (k) "Person"
      means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization, any other entity and
      a
      government or any department or agency thereof.

    


    (l) "Principal
      Market"
      means
      the Over-the-Counter Bulletin Board.

    


    (m) "Required
      Holders"
      means
      the holders of the SPA Warrants representing at least a majority of shares
      of
      Common Stock underlying the SPA Warrants then outstanding.

    


    (n) "SPA
      Securities"
      means
      the Notes issued pursuant to the Securities Purchase Agreement.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    (o) "Successor
      Entity"
      means
      the Person (or, if so elected by the Required Holders, the Parent Entity) formed
      by, resulting from or surviving any Fundamental Transaction or the Person (or,
      if so elected by the Required Holders, the Parent Entity) with which such
      Fundamental Transaction shall have been entered into.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused this Warrant to Purchase Common Stock to be duly executed
      as
      of the Issuance Date set out above.

     

    
      	 	 	 
	 	
              PURE
                VANILLA EXCHANGE, INC.

            
	 	 	
               

            
	
            	By:  	/s/
              Steven Yevoli
	 	
              

              Name: Steven
                Yevoli

            
	 	
              Title: Chairman

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    


    EXERCISE
      NOTICE

    TO
      BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

    WARRANT
      TO PURCHASE COMMON STOCK

    


    PURE
      VANILLA EXCHANGE, INC.

     

    The
      undersigned holder hereby exercises the right to purchase _________________
      of
      the shares of Common Stock ("Warrant
      Shares")
      of
      Pure Vanilla eXchange, Inc., a Nevada corporation (the "Company"),
      evidenced by the attached Warrant to Purchase Common Stock (the "Warrant").
       Capitalized terms used herein and not otherwise defined shall have the
      respective meanings set forth in the Warrant.

    


    1.
       Form of Exercise Price.  The Holder intends that payment of the
      Exercise Price shall be made as:

    


    a
      "Cash
      Exercise"
      with
      respect to _________________ Warrant Shares; and/or

    _____________

    


    a
      "Cashless Exercise"
      with
      respect to _______________ Warrant Shares.

    
      _____________

    

    


    2.
       Payment of Exercise Price.  In the event that the holder has elected
      a Cash Exercise with respect to some or all of the Warrant Shares to be issued
      pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum
      of
      $___________________ to the Company in accordance with the terms of the
      Warrant.

    


    3.
       Delivery of Warrant Shares.  The Company shall deliver to the holder
      __________ Warrant Shares in accordance with the terms of the
      Warrant.

    


    4.
       Delivery of Warrant.  The Registered Holder shall deliver the Warrant
      to the Company.

     

    
      	 	 	 	 
	
              Date:
                _______________ __, ______

            	 	 	
            
	 	 	 	 
	 	 	 	 
	
              Name
                of Registered Holder

            	 	 	
            
	 	 	 	 
	
              By:

              
                

              

              Name:

            	
            	
            	
            
	
              Title:

            	 	 	
            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    ACKNOWLEDGMENT

     

    The
      Company hereby acknowledges this Exercise Notice and hereby directs [Transfer
      Agent] to issue the above indicated number of shares of Common Stock in
      accordance with the Transfer Agent Instructions dated _______ __, 2006 from
      the
      Company and acknowledged and agreed to by [Transfer Agent]

     

    
      	 	 	 
	 	
              PURE
                VANILLA EXCHANGE, INC.

            
	 	 	 
	
            	By:	
            
	 	
              

              Name:
                 Steven
                Yevoli

            
	 	
              Title: Chairman

            


    

     

    
      
        
        

      

      
        19