WARRANT

     

    THE
      WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK
      DELIVERABLE UPON EXERCISE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”) AND MAY
      NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT
      REGISTRATION UNDER THE ACT UNLESS EITHER (A) THE COMPANY HAS RECEIVED AN OPINION
      OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO
      THE
      EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION
      OR
      (B) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE
      COMMISSION RULE 144.

     

    Effective
      Date: December __, 2006

     

    WARRANT
      TO PURCHASE COMMON STOCK

     

    OF

     

    INNCARDIO,
      INC.

     

    (Subject
      to Adjustment)

     

    THIS
      CERTIFIES THAT, for value received, _________________ (“Holder”),
      is
      entitled, subject to the terms and conditions of this Warrant, at any time
      or
      from time to time after the date hereof (the “Effective
      Date”),
      to
      purchase up to ____________________________ (___________) shares of Common
      Stock, par value $0.001 per share (the “Warrant
      Shares”),
      from
      Inncardio Inc. (renamed Long-e International, Inc. on December 21, 2006), a
      Utah
      corporation (the “Company”),
      at an
      exercise price per share equal to Forty Cents ($0.40) per share (the
“Purchase
      Price”).
      This
      Warrant shall expire at 5:00 p.m. Pacific time on that date which is sixty
      (60)
      months from the date of this Warrant (the “Expiration
      Date”).
      Both
      the number of shares of Common Stock purchasable upon exercise of this Warrant
      (the “Warrant
      Shares”)
      and
      the Purchase Price are subject to adjustment and change as provided herein.
      This
      Warrant is issued in connection with that certain Private Placement Engagement
      Agreement dated June 20, 2006 and in conjunction with the Company’s recently
      completed Private Placement transaction.

     

    1.  CERTAIN
      DEFINITIONS.
      As used
      in this Warrant the following terms shall have the following respective
      meanings:

     

    “1933
      Act”
shall
      mean the Securities Act of 1933, as amended.

     

    “Common
      Stock”
shall
      mean the Common Stock of the Company and any other securities at any time
      receivable or issuable upon exercise of this Warrant.

     

    “SEC”
shall
      mean the Securities and Exchange Commission.

     

    2.  EXERCISE
      OF WARRANT

     

    
      
         

      

      
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    2.1  Payment.
      Subject
      to compliance with the terms and conditions of this Warrant and applicable
      securities laws, this Warrant may be exercised, in whole or in part at any
      time
      or from time to time, on or before the Expiration Date by the delivery
      (including, without limitation, delivery by facsimile) of the form of Notice
      of
      Exercise attached hereto as Exhibit 1
      (the
“Notice
      of Exercise”),
      duly
      executed by the Holder, at the address of the Company as set forth herein,
      and
      as soon as practicable after such date,

     

    (a)  surrendering
      this Warrant at the address of the Company, and 

     

    (b)  providing
      payment, by check or by wire transfer, of an amount equal to the product
      obtained by multiplying the number of shares of Common Stock being purchased
      upon such exercise by the then effective Purchase Price (the “Exercise
      Amount”).

     

    2.2  Net
      Exercise.
      In lieu
      of exercising this Warrant for cash, the Holder may elect to receive shares
      equal to the value of this Warrant (or the portion thereof being exercised)
      by
      surrender of this Warrant (or a reasonably acceptable affidavit and indemnity
      undertaking in the case of a lost, stolen or destroyed warrant) at the principal
      office of the Company together with notice of such election (a “Net
      Exercise”).
      A
      Holder who Net Exercises shall have the rights applicable to a Net Exercise
      described in this Warrant, and the Company shall issue to such Holder a number
      of Warrant Shares computed using the following formula:

    


    Y
      (A -
      B)

    X
      =            
 A

    


    Where

    


    
      	 	
              X
                =

            	
              The
                number of Warrant Shares to be issued to the
                Holder.

            


    

     

    
      	 	
              Y
                =

            	
              The
                number of Warrant Shares purchasable under this Warrant or, if only
                a
                portion of the Warrant is being exercised, the portion of the Warrant
                being cancelled (at the date of such
                calculation).

            


      	 	 	 


    

    
      	 	
              A
                =

            	
              The
                fair market value of one (1) Warrant Share (at the date of such
                calculation).

            


    

    


    
      	 	
              B
                =

            	
              The
                Exercise Price (as adjusted to the date of such
                calculations).

            


    

    


    For
      purposes of this Section 2.2, the fair market value of a Warrant Share
      shall mean the average of the closing price of the Warrant Shares (or equivalent
      shares of Common Stock underlying the Warrant Shares) quoted in the
      over-the-counter market in which the Warrant Shares (or equivalent shares of
      Common Stock underlying the Warrant Shares) are traded or the closing price
      quoted on any exchange or electronic securities market on which the Warrant
      Shares (or equivalent shares of Common Stock underlying the Warrant Shares)
      are
      listed, whichever is applicable, as published in The
      Wall Street Journal
      for the
      thirty (30) trading days prior to the date of determination of fair market
      value
      (or such shorter period of time during which such Warrant Shares were traded
      over-the-counter or on such exchange). If the Warrant Shares are not traded
      on
      the over-the-counter market, an exchange or an electronic securities market,
      the
      fair market value shall be the price per Warrant Share that the Company could
      obtain from a willing buyer for Warrant Shares sold by the Company from
      authorized but unissued Warrant Shares, as such prices shall be determined
      in
      good faith by the Company’s Board of Directors, unless the Company is subject to
      a Corporate Transaction (as defined below) at such time, in which case the
      fair
      market value shall be deemed to be the value to be received by the holders
      of
      Warrant Shares pursuant to such Corporate Transaction. “Corporate
      Transaction”
shall
      mean any capital reorganization of the capital stock of the Company (other
      than
      a combination, reclassification, exchange or subdivision of shares otherwise
      provided for herein), or any merger or consolidation of the Company with or
      into
      another corporation, or the sale of all or substantially all the assets of
      the
      Company.

    


    
      
         

      

      
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    2.3  Common
      Stock Certificates; Fractional Shares.
      As soon
      as practicable on or after the date of an exercise of this Warrant, the Company
      shall deliver to the person or persons entitled to receive the same a
      certificate or certificates for the number of whole shares of Common Stock
      issuable upon such exercise. No fractional shares or scrip representing
      fractional shares of Common Stock shall be issued upon an exercise of this
      Warrant.

     

    2.4  Partial
      Exercise: Effective Date of Exercise.
      In case
      of any partial exercise of this Warrant, the Holder and the Company shall cancel
      this Warrant upon surrender hereof and shall execute and deliver a new Warrant
      of like tenor and date for the balance of the shares of Common Stock purchasable
      hereunder. This Warrant shall be deemed to have been exercised immediately
      prior
      to the close of business on the date of its surrender for exercise as provided
      above. The Company acknowledges that the person entitled to receive the shares
      of Common Stock issuable upon exercise of this Warrant shall be treated for
      all
      purposes as the holder of record of such shares as of the close of business
      on
      the date the Holder is deemed to have exercised this Warrant.

     

    3.  TAXES.
      The
      Company shall pay all taxes and other governmental charges that may be imposed
      in respect of the delivery of shares upon exercise of this Warrant; provided,
      however,
      that
      the Company shall not be required to pay any tax or other charge imposed in
      connection with any transfer involved in the delivery of any certificate for
      shares of Common Stock in any name other than that of the Holder of this
      Warrant, and in such case the Company shall not be required to deliver any
      stock
      certificate until such tax or other charge has been paid, or it has been
      established to the Company’s reasonable satisfaction that no tax or other charge
      is due.

     

    4.  ADJUSTMENT
      OF PURCHASE PRICE AND NUMBER OF SHARES OF COMMON STOCK.
      The
      number of shares of Common Stock deliverable upon exercise of this Warrant
      (or
      any shares of stock or other securities or property receivable upon exercise
      of
      this Warrant) and the Purchase Price are subject to adjustment upon occurrence
      of the following events:

     

    4.1  Adjustment
      for Stock Splits, Subdivisions or Combinations of Shares of Common
      Stock.
      The
      Purchase Price of this Warrant shall be proportionally decreased and the number
      of shares of Common Stock deliverable upon exercise of this Warrant (or any
      shares of stock or other securities at the time deliverable upon exercise of
      this Warrant) shall be proportionally increased to reflect any stock split
      or
      subdivision of the Company’s Common Stock. The Purchase Price of this Warrant
      shall be proportionally increased and the number of shares of Common Stock
      deliverable upon exercise of this Warrant (or any shares of stock or other
      securities at the time deliverable upon exercise of this Warrant) shall be
      proportionally decreased to reflect any combination of the Company’s Common
      Stock.

     

    
      
         

      

      
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    4.2  Adjustment
      for Dividends or Distributions of Stock or Other Securities or
      Property.
      In case
      the Company shall make or issue, or shall fix a record date for the
      determination of eligible holders entitled to receive, a dividend or other
      distribution with respect to the Common Stock (or any shares of stock or other
      securities at the time issuable upon exercise of the Warrant) payable in (a)
      securities of the Company or (b) assets (excluding cash dividends paid or
      payable solely out of retained earnings), then, in each such case, the
      Registered Holder of this Warrant on exercise hereof at any time after the
      consummation, effective date or record date of such dividend or other
      distribution, shall receive, in addition to the shares of Common Stock (or
      such
      other stock or securities) issuable on such exercise prior to such date, and
      without the payment of additional consideration therefor, the securities or
      such
      other assets of the Company to which such Holder would have been entitled upon
      such date if such Holder had exercised this Warrant on the date hereof and
      had
      thereafter, during the period from the date hereof to and including the date
      of
      such exercise, retained such shares and/or all other additional stock available
      by it as aforesaid during such period giving effect to all adjustments called
      for by this Section 4.

     

    4.3  Reclassification.
      If the
      Company, by reclassification of securities or otherwise, shall change any of
      the
      securities as to which purchase rights under this Warrant exist into the same
      or
      a different number of securities of any other class or classes, this Warrant
      shall thereafter represent the right to acquire such number and kind of
      securities as would have been issuable as the result of such change with respect
      to the securities that were subject to the purchase rights under this Warrant
      immediately prior to such reclassification or other change and the Purchase
      Price therefore shall be appropriately adjusted, all subject to further
      adjustment as provided in this Section 4. No adjustment shall be made pursuant
      to this Section 4.3 upon any conversion or redemption of the Common Stock which
      is the subject of Section 4.5.

     

    4.4  Adjustment
      for Capital Reorganization. Merger or Consolidation.
      In case
      of any capital reorganization of the capital stock of the Company (other than
      a
      combination, reclassification, exchange or subdivision of shares otherwise
      provided for herein), or any merger or consolidation of the Company with or
      into
      another corporation, or the sale of all or substantially all the assets of
      the
      Company, then, and in each such case, as a part of such reorganization, merger,
      consolidation, sale or transfer, lawful provision shall be made so that the
      Holder of this Warrant shall thereafter be entitled to receive upon exercise
      of
      this Warrant, during the period specified herein and upon payment of the
      Purchase Price then in effect, the number of shares of stock or other securities
      or property of the successor corporation resulting from such reorganization,
      merger, consolidation, sale or transfer that a holder of the shares deliverable
      upon exercise of this Warrant would have been entitled to receive in such
      reorganization, consolidation, merger, sale or transfer if this Warrant had
      been
      exercised immediately before such reorganization, merger, consolidation, sale
      or
      transfer, all subject to further adjustment as provided in this Section 4.
      The
      foregoing provisions of this Section 4.4 shall similarly apply to successive
      reorganizations, consolidations, mergers, sales and transfers and to the stock
      or securities of any other corporation that are at the time receivable upon
      the
      exercise of this Warrant. If the per-share consideration payable to the Holder
      hereof for shares in connection with any such transaction is in a form other
      than cash or marketable securities, then the value of such consideration shall
      be determined in good faith by the Company’s Board of Directors. In all events,
      appropriate adjustment (as determined in good faith by the Company’s Board of
      Directors) shall be made in the application of the provisions of this Warrant
      with respect to the rights and interests of the Holder after the transaction,
      to
      the end that the provisions of this Warrant shall be applicable after that
      event, as near as reasonably may be, in relation to any shares or other property
      deliverable after that event upon exercise of this Warrant.

     

    
      
         

      

      
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    4.5  Conversion
      of Common Stock.
      In case
      all or any portion of the authorized and outstanding shares of Common Stock
      of
      the Company are redeemed or converted or reclassified into other securities
      or
      property pursuant to the Company’s Certificate of Incorporation or otherwise, or
      the Common Stock otherwise ceases to exist, then, in such case, the Registered
      Holder of this Warrant, upon exercise hereof at any time after the date on
      which
      the Common Stock is so redeemed or converted, reclassified or ceases to exist
      (the “Termination
      Date”),
      shall
      receive, in lieu of the number of shares of Common Stock that would have been
      deliverable upon such exercise immediately prior to the Termination Date, the
      securities or property that would have been received if this Warrant had been
      exercised in full and the Common Stock received thereupon had been
      simultaneously converted immediately prior to the Termination Date, all subject
      to further adjustment as provided in this Warrant. Additionally, the Purchase
      Price shall be immediately adjusted to equal the quotient obtained by dividing
      (x) the aggregate Purchase Price of the maximum number of shares of Common
      Stock
      for which this Warrant was exercisable immediately prior to the Termination
      Date
      by (y) the number of shares of Common Stock of the Company for which this
      Warrant is exercisable immediately after the Termination Date, all subject
      to
      further adjustment as provided herein.

     

    5.  LOSS
      OR MUTILATION.
      Upon
      receipt of evidence reasonably satisfactory the Company of the ownership of
      and
      the loss, theft, destruction or mutilation of this Warrant, and of indemnity
      reasonably satisfactory to him, and (in the case of mutilation) upon surrender
      and cancellation of this Warrant, the Company will cause to be executed and
      delivered in lieu thereof a new Warrant of like tenor as the lost, stolen,
      destroyed or mutilated Warrant.

     

    6.  REPRESENTATION.
      The
      Company hereby covenants that all shares issuable upon exercise of this Warrant,
      when delivered upon such exercise, shall be free and clear of all liens,
      security interests, charges and other encumbrances or restrictions on sale
      and
      free and clear of all preemptive rights, except encumbrances or restrictions
      arising under federal or state securities laws. Further, the Company hereby
      covenants to reserve such number of authorized but unissued shares of Common
      Stock for issuance upon exercise of this Warrant.

     

    7.  TRANSFER.
      This
      Warrant may not be transferred by the Holder without the prior written consent
      of the Company, which consent may not be unreasonably withheld. In the event
      of
      a transfer to which the Company has previously consented in writing, this
      Warrant and all rights hereunder may be transferred by the Holder upon delivery
      of the form of Assignment attached hereto as Exhibit
      2
      (the
“Assignment”),
      duly
      executed by the Holder, surrender of this Warrant properly endorsed at the
      address of the Company and payment of any necessary transfer tax or other
      governmental charge imposed upon such transfer. Upon any partial transfer,
      the
      Holder and Company will cause to be issued and delivered to the Holder a new
      Warrant or Warrants with respect to the portion of this Warrant not so
      transferred. Each taker and holder of this Warrant, by taking or holding the
      same, consents and agrees that when this Warrant shall have been so endorsed,
      the person in possession of this Warrant may be treated by the Company, and
      all
      other persons dealing with this Warrant, as the absolute owner hereof for any
      purpose and as the person entitled to exercise the rights represented hereby,
      any notice to the contrary notwithstanding; provided, however that until a
      transfer of this Warrant is duly registered on the books of the Company, the
      Company may treat the Holder hereof as the owner for all purposes.

     

    
      
         

      

      
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    8.  RESTRICTIONS
      ON TRANSFER.
      The
      Holder, by acceptance hereof, agrees that, absent an effective registration
      statement filed with the SEC under the 1933 Act, covering the disposition or
      sale of this Warrant or the Common Stock issued or issuable upon exercise hereof
      or the Common Stock issuable upon conversion thereof, as the case may be, and
      registration or qualification under applicable state securities laws, such
      Holder will not sell, transfer, pledge, or hypothecate any or all such Warrants
      or Common Stock, as the case may be, unless either (i) the Company has received
      an opinion of counsel, in form and substance reasonably satisfactory to the
      Company, to the effect that such registration is not required in connection
      with
      such disposition or (ii) the sale of such securities is made pursuant to SEC
      Rule 144.

    


    9.  REGISTRATION
      RIGHTS

    


    9.1  Registration
      Requirement.
      Subject
      to the terms and limitations hereof, the Company shall file a registration
      statement on Form SB-2 or other appropriate registration document under the
      Act
      (the “Registration
      Statement”)
      for
      resale of the Warrant Shares (the “Registrable
      Securities”)
      and
      shall use its reasonable best efforts to maintain the Registration Statement
      effective for a period of twenty-four (24) months at the Company’s expense (the
“Effectiveness
      Period”).
      The
      Company shall file such Registration Statement no later than ten (10) days
      after
the
      end
      of the six month period that immediately follows the date
      on which
      the company files a registration statement to register shares issued in the
      December 2006 private placement of its securities (the “Registration
      Filing Date”),
      and
      shall use reasonable best efforts to cause such Registration Statement to become
      effective within one hundred and fifty (150) days after the Registration Filing
      Date, or one hundred eighty (180) days after the Registration Filing Date if
      the
      Registration Statement is subject to a full review by the SEC.

    


    9.2  Limitation
      to Registration Requirement.
      Notwithstanding the foregoing, the Company shall not be obligated to effect
      any
      registration of the Registrable Securities or take any other action pursuant
      to
      this Section 9 (i) in any particular jurisdiction in which the Company would
      be
      required to execute a general consent to service of process in effecting such
      registration, qualification or compliance unless the Company is already subject
      to service in such jurisdiction and except as may be required by the Act, or
      (ii) during any period in which the Company suspends the rights of the Holder
      after giving the Holder written notification of a Potential Material Event
      (defined below) pursuant to Section 9.6 hereof.

    


    9.3  Expenses
      of Registration.
      Except
      as otherwise expressly set forth, the Company shall bear all expenses incurred
      by the Company in compliance with the registration obligation of the Company,
      including, without limitation, all registration and filing fees, printing
      expenses, fees and disbursements of counsel for the Company incurred in
      connection with any registration, qualification or compliance pursuant to this
      Warrant and all underwriting discounts, selling commissions and expense
      allowances applicable to the sale of any securities by the Company for its
      own
      account in any registration. All underwriting discounts, selling commissions
      and
      expense allowances applicable to the sale by the Holder of Registrable
      Securities and all fees and disbursements of counsel for the Holder shall be
      borne by the Holder.

     

    
      
         

      

      
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    9.4  Indemnification.

    


    (a)  To
      the extent permitted by law the Company will indemnify the Holder, each of
      its
      officers, directors, agents, employees and partners, and each person controlling
      such Holder, with respect to each registration, qualification or compliance
      effected pursuant to this Warrant, and each underwriter, if any, and each person
      who controls any underwriter, and their respective counsel against all claims,
      losses, damages and liabilities (or actions, proceedings or settlements in
      respect thereof) arising out of or based on (i) any untrue statement (or alleged
      untrue statement) of a material fact contained in any prospectus, offering
      circular or other document prepared by the Company (including any related
      registration statement, notification or the like) incident to any such
      registration, qualification or compliance, or (ii) any omission (or alleged
      omission) to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, or any violation by
      the
      Company of the Act or any rule or regulation thereunder applicable to the
      Company and relating to action or inaction required of the Company in connection
      with any such registration, qualification or compliance, and subject to the
      provisions of Section 9.4(c) below, will reimburse each such Holder, each of
      its
      officers, directors, agents, employees and partners, and each person controlling
      such Holder, each such underwriter and each person who controls any such
      underwriter, for any legal and any other expenses as they are reasonably
      incurred in connection with investigating and defending any such claim, loss,
      damage, liability or action, provided that the Company will not be liable in
      any
      such case to the extent that any such claim, loss, damage, liability or expense
      arises out of or is based on any untrue statement (or alleged untrue statement)
      or omission (or alleged omissions) based upon written information furnished
      to
      the Company by (or on behalf of) such Holder or underwriter, or if the person
      asserting any such loss, claim, damage or liability (or action or proceeding
      in
      respect thereof did not receive a copy of an amended preliminary prospectus
      or
      the final prospectus (or the final prospectus as amended and supplemented)
      at or
      before the written confirmation of the sale of such Registrable Securities
      to
      such person because of the failure of the Holder or underwriter to so provide
      such amended preliminary or final prospectus (or the final prospectus as amended
      and supplemented); provided, however, that the indemnity agreement contained
      in
      this subsection shall not apply to amounts paid in settlement of any such loss,
      claim, damage, liability or action if such settlement is effected without the
      consent of the Company (which consent shall not be unreasonably withheld),
      nor
      shall the Company be liable in any such case for any such loss, claim, damage,
      liability or action to the extent that it arises out of or is based upon a
      violation which occurs in reliance upon and in conformity with written
      information furnished expressly for use in connection with such registration
      by
      the Holder, any such partner, officer, director, employee, agent or controlling
      person of such Holder, or any such underwriter or any person who controls any
      such underwriter; provided, however, that the obligations of the Company
      hereunder shall be limited to an amount equal to the portion of net proceeds
      represented by the Registrable Securities pursuant to this Warrant.

    
 

    
      
         

      

      
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    (b)  To
      the extent permitted by law, each Holder whose Registrable Securities are
      included in any registration, qualification or compliance effected pursuant
      to
      this Warrant will indemnify the Company, and its directors, officers, agents,
      employees and each underwriter, if any, of the Company’s securities covered by
      such a registration statement, each person who controls the Company or such
      underwriter within the meaning of the Act and the rules and regulations
      thereunder, each other such Holder and each of their officers, directors,
      partners, agents and employees, and each person controlling such Holder, and
      their respective counsel against all claims, losses, damages and liabilities
      (or
      actions in respect thereof) arising out of or based on any untrue statement
      (or
      alleged untrue statement) of a material fact contained in any such registration
      statement, prospectus, offering circular or other document, or any omission
      (or
      alleged omission) to state therein a material fact required to be stated therein
      or necessary to make the statements therein not misleading, and will reimburse
      the Company and such Holders, directors, officers, partners, persons,
      underwriters or control persons for any legal or any other expenses as they
      are
      reasonably incurred in connection with investigating or defending any such
      claim, loss, damage, liability or action, in each case to the extent, but only
      to the extent, that such untrue statement (or alleged untrue statement) or
      omission (or alleged omission) is made in such registration statement,
      prospectus, offering circular or other document in reliance upon and in
      conformity with written information furnished to the Company by such Holder;
      provided,
      however,
      that
      the obligations of any Holder hereunder shall be limited to an amount equal
      to
      the net proceeds to such Holder from Registrable Securities sold under such
      registration statement, prospectus, offering circular or other document as
      contemplated herein; provided, further, that the indemnity agreement contained
      in this subsection shall not apply to amounts paid in settlement of any such
      loss, claim, damage, liability or action if such settlement is effected without
      the consent of the Holder, which consent shall not be unreasonably withheld
      or
      delayed.

    


    (c)  Each
      party entitled to indemnification under this Section (the “Indemnified
      Party”)
      shall
      give notice to the party required to provide indemnification (the “Indemnifying
      Party”)
      promptly after such Indemnified Party has actual knowledge of any claim as
      to
      which indemnity may be sought, and shall permit the Indemnifying Party to assume
      the defense of any such claim or any litigation resulting therefrom, provided
      that counsel for the Indemnifying Party, who shall conduct the defense of such
      claim or any litigation resulting therefrom, shall be approved by the
      Indemnified Party (whose approval shall not unreasonably be withheld), and
      the
      Indemnified Party may participate in such defense at such party’s expense; and
      provided further that if any Indemnified Party reasonably concludes that there
      may be one or more legal defenses available to it that are not available to
      the
      Indemnifying Party, or that such claim or litigation involves or could have
      an
      effect on matters beyond the scope of this Warrant, then the Indemnified Party
      may retain its own counsel at the expense of the Indemnifying Party; and
      provided further that the failure of any Indemnified Party to give notice as
      provided herein shall not relieve the Indemnifying Party of its obligations
      under this Warrant unless and only to the extent that such failure to give
      notice results in material prejudice to the Indemnifying Party. No Indemnifying
      Party, in the defense of any such claim or litigation, shall, except with the
      consent of each Indemnified Party, consent to entry of any judgment or enter
      into any settlement which does not include as an unconditional term thereof
      the
      giving by the claimant or plaintiff to such Indemnified Party of a release
      from
      all liability in respect to such claim or litigation. Each Indemnified Party
      shall furnish such information regarding itself or the claim in question as
      an
      Indemnifying Party may reasonably request in writing and as shall be reasonably
      required in connection with the defense of such claim and litigation resulting
      therefrom.

    


    
      
         

      

      
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    (d)  If
      the
      indemnification provided for in this Section 9.4 is held by a court of competent
      jurisdiction to be unavailable to an Indemnified Party with respect to any
      loss,
      liability, claim, damage or expense referred to herein, then the Indemnifying
      Party, in lieu of indemnifying such Indemnified Party hereunder, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such loss, liability, claim, damage or expense in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party on the
      one
      hand and of the Indemnified Party on the other in connection with the statements
      or omissions which resulted in such loss, liability, claim, damage or expense
      as
      well as any other relevant equitable considerations. The relative fault of
      the
      Indemnifying Party and of the Indemnified Party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the omission to state a material fact relates to information
      supplied by the Indemnifying Party or by the Indemnified Party and the parties’
relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such statement or omission.

    


    9.5  Transfer
      or Assignment of Registration Rights.
      Consistent with Section 7 and Section 8 of this Warrant, the Registrable
      Securities, and any related benefits to the Holder hereunder may be transferred
      or assigned by the Holder to a permitted transferee or assignee, provided that
      the Company is given written notice of such transfer or assignment, stating
      the
      name and address of said transferee or assignee and identifying the Registrable
      Securities with respect to which such registration rights are being transferred
      or assigned; provided further that the transferee or assignee of such
      Registrable Securities shall be deemed to have assumed the obligations of the
      Holder under this Warrant by the acceptance of such assignment and shall, upon
      request from the Company, evidence such assumption by delivery to the Company
      of
      a written agreement assuming such obligations of the Holder.

    


    9.6  Registration
      Procedures.
      In the
      case of the registration effected by the Company pursuant to this Warrant,
      the
      Company will keep the Holder advised in writing as to the initiation of each
      registration and as to the completion thereof. The Company will:

    


    (a)  Prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection with such registration statement
      as may be necessary to comply with the provisions of the Act with respect to
      the
      disposition of securities covered by such registration statement;

    


    (b)  Respond
      as promptly as reasonably practicable to any comments received from the SEC
      with
      respect to a registration statement or any amendment thereto.

    


    (c)  Notify
      the Holder as promptly as reasonably practicable and (if requested by any such
      person) confirm such notice in writing no later than one trading day following
      the day (A) when a prospectus or any prospectus supplement or post-effective
      amendment to a registration statement is proposed to be filed and (B) with
      respect to a registration statement or any post-effective amendment, when the
      same has become effective;

    


    (d)  Furnish
      such number of prospectuses and other documents incident thereto, including
      supplements and amendments, as the Holder may reasonably request;

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    (e)  Furnish
      to the Holder, upon request, a copy of all documents filed with and all
      correspondence from or to the SEC in connection with any such registration
      statement other than non-substantive cover letters and the like;

    


    (f)  Use
      its
      reasonable best efforts to avoid the issuance of, or, if issued, obtain the
      withdrawal of (i) any order suspending the effectiveness of a registration
      statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment; and

    


    (g)  Use
      its
      reasonable best efforts to comply with all applicable rules and regulations
      of
      the SEC.

    


    Notwithstanding
      the foregoing, if at any time or from time to time after the date hereof, the
      Company notifies the Holder in writing of the existence of an event or
      circumstance that is not disclosed in the Registration Statement and that may
      have a material effect on the Company or its business (a “Potential
      Material Event”),
      the
      Holder shall not offer or sell any Registrable Securities, or engage in any
      other transaction involving or relating to the Registrable Securities, from
      the
      time of the giving of notice with respect to a Potential Material Event until
      the Company notifies the Holder that such Potential Material Event either has
      been added to the Registration Statement by amendment or supplement or no longer
      constitutes a Potential Material Event.

    


    9.7  Statement
      of Beneficial Ownership.
      The
      Company may require the Holder to furnish to the Company a certified statement
      as to the number of shares of Common Stock beneficially owned by such Holder
      and
      the controlling person thereof and any other such information regarding the
      Holder, the Registrable Securities held by the Holder and the intended method
      of
      disposition of such securities as shall be reasonably required with respect
      to
      the registration of the Holder’s Registrable Securities. The Holder hereby
      understands and agrees that the Company may, in its sole discretion, exclude
      the
      Holder’s shares of Common Stock from the Registration Statement in the event
      that the Holder fails to provide such information requested by the Company
      within the time period reasonably specified by the Company or is required to
      do
      so by law or the SEC.

    


    9.8  Compliance.
      Holder
      covenants and agrees that such Holder will comply with the prospectus delivery
      requirements of the Act as applicable to such Holder in connection with sales
      of
      Registrable Securities pursuant to the registration statement required
      hereunder.

    


    9.9  Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective registration
      statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the SEC a registration statement relating
      to
      an offering for its own account or the account of others under the Act of any
      of
      its Common Stock, other than an offering of securities issued pursuant to a
      Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8
      registration statement (each as promulgated under the Act or their then
      equivalents relating to equity securities to be issued solely in connection
      with
      any business combination transaction, acquisition of any entity or business
      or
      equity securities issuable in connection with stock option or other employee
      benefit plans), then the Company shall send to the Holder (together with any
      other holders of its Common Stock possessing “piggyback registration rights”
comparable to those granted to the Holder hereunder (“Rightsholders”)) written
      notice of such determination and, if within fifteen (15) days after receipt
      of
      such notice, the Holder shall so request in writing, the Company shall include
      in such registration statement all or any part of such Registrable Securities
      such Holder requests to be registered; provided that the Company shall not
      be
      required to register any Registrable Securities pursuant to this Section that
      are eligible for resale pursuant to Rule 144(k) promulgated under the Act;
      and
      provided further that the Company may, without the consent of the Holder,
      withdraw such registration statement before its becoming effective if the
      Company or other stockholders have elected to abandon the proposal to register
      the securities proposed to be registered thereunder. If the registration
      statement is being filed for an underwritten public offering, the Holder must
      timely execute and deliver the usual and customary agreement among the Company,
      such Holder and the underwriters relating to the registration including a
      lock-up agreement if requested by the underwriters with respect to any shares
      of
      Common Stock not included in the registration, on terms no less favorable than
      those agreed to by the Company, its directors and its officers. If the
      registration statement is being filed for an underwritten offer and sale by
      the
      Company of securities for its own account and the managing underwriters advise
      the Company in writing that in their opinion the offering contemplated by the
      registration statement cannot be successfully completed if the Company were
      to
      also register the Registrable Shares of the Holder requested to be included
      in
      such registration statement, then the Company will include in the registration:
      (i) first, any securities the Company proposes to sell, (ii) second, any
      securities of any person whose securities are being registered as a result
      of
      the exercise of a demand registration right, and (iii) third, that portion
      of
      the aggregate number of shares being requested for inclusion in the registration
      statement by (X) the Holder and (Y) all other Rightsholders, which in the
      opinion of such managing underwriters can successfully be sold, such number
      of
      shares to be taken pro
      rata
      from the
      Rightsholders on the basis of the total number of shares being requested for
      inclusion in the registration statement by each Rightsholder. “Strategic
      Issuance”
shall
      mean an issuance of securities: (i) in connection with a “corporate partnering”
transaction or a “strategic alliance” (as determined by the Board of Directors
      of the Company in good faith); (ii) in connection with any financing transaction
      in respect of which the Company is a borrower; or (iii) to a vendor, lessor,
      lender, or customer of the Company, or a research, manufacturing or other
      commercial collaborator of the Company, in a transaction approved by the Board
      of Directors, provided in any case, that such issuance is not being made
      primarily for the purpose of avoiding compliance with this Warrant.

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    10.  COMPLIANCE
      WITH SECURITIES LAWS.
      By
      acceptance of this Warrant, the Holder hereby represents, warrants and covenants
      that he/she/it is an “accredited investor” as that term is defined under Rule
      501 of Regulation D, that any shares of stock purchased upon exercise of this
      Warrant or acquired upon conversion thereof shall be acquired for investment
      only and not with a view to, or for sale in connection with, any distribution
      thereof, that the Holder has had such opportunity as such Holder has deemed
      adequate to obtain from representatives of the Company such information as
      is
      necessary to permit the Holder to evaluate the merits and risks of its
      investment in the Company; that the Holder is able to bear the economic risk
      of
      holding such shares as may be acquired pursuant to the exercise of this Warrant
      for an indefinite period; that the Holder understands that the shares of stock
      acquired pursuant to the exercise of this Warrant or acquired upon conversion
      thereof will not be registered under the 1933 Act (unless otherwise required
      pursuant to exercise by the Holder of the registration rights, if any,
      previously granted to the Holder) and will be “restricted securities” within the
      meaning of Rule 144 under the 1933 Act and that the exemption from registration
      under Rule 144 will not be available for at least one year from the date of
      exercise of this Warrant, and even then will not be available unless a public
      market then exists for the stock, adequate information concerning the Company
      is
      then available to the public, and other terms and conditions of Rule 144 are
      complied with; and that all stock certificates representing shares of stock
      issued to the Holder upon exercise of this Warrant or upon conversion of such
      shares may have affixed thereto a legend substantially in the following
      form:

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.
      THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
      AND
      MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY
      APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
      THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
      FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
      OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
      SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE
      IS
      IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
      LAWS.

    


    11.  NO
      RIGHTS OR LIABILITIES AS STOCKHOLDERS.
      This
      Warrant shall not entitle the Holder to any voting rights or other rights as
      a
      stockholder of the Company. In the absence of affirmative action by such Holder
      to purchase Common Stock by exercise of this Warrant, no provisions of this
      Warrant, and no enumeration herein of the rights or privileges of the Holder
      hereof shall cause such Holder hereof to be a holder of the Company for any
      purpose.

    


    12.  NOTICES.
      All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be mailed by registered or certified mail, postage prepaid,
      return receipt requested, or by telecopier, or by email or otherwise delivered
      by hand or by messenger, addressed or telecopied to the person to whom such
      notice or communication is being given at its address set forth after its
      signature hereto. In order to be effective, a copy of any notice or
      communication sent by telecopier or email must be sent by registered or
      certified mail, postage prepaid, return receipt requested, or delivered
      personally to the person to whom such notice or communication is being at its
      address set forth after its signature hereto. If notice is provided by mail,
      notice shall be deemed to be given five (5) business days after proper deposit
      with the United States mail or nationally recognized overnight courier, or
      immediately upon personal delivery thereof, to the person to whom such notice
      or
      communication is being given at such address. If notice is provided by
      telecopier, notice shall be deemed to be given upon confirmation by the
      telecopier machine of the receipt of such notice at the telecopier number
      provided above. If notice is provided by email, notice shall be deemed to be
      given upon confirmation by the sender’s email program of the receipt of such
      notice at the email address provided after the signature of the person to whom
      such notice or communication is being given. The addresses set forth after
      the
      signatures hereto may be changed by written notice complying with the terms
      of
      this Section 12.

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

       

    

    13.  HEADINGS.
      The
      headings in this Warrant are for purposes of convenience in reference only,
      and
      shall not be deemed to constitute a part hereof.

    


    14.  LAW
      GOVERNING.
      This
      Warrant shall be construed and enforced in accordance with, and governed by,
      the
      laws of the State of Delaware.

     

    15.  NOTICES
      OF RECORD DATE.
      In
      case:

     

    15.1  the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time receivable upon the exercise of this Warrant), for
      the
      purpose of entitling them to receive any dividend or other distribution, or
      any
      right to subscribe for or purchase any shares of stock of any class or any
      other
      securities or to receive any other right; or

     

    15.2  of
      any
      consolidation or merger of the Company with or into another corporation, any
      capital reorganization of the Company, any reclassification of the capital
      stock
      of the Company, or any conveyance of all or substantially all of the assets
      of
      the Company to another corporation in which holders of the Company’s stock are
      to receive stock, securities or property of another corporation, except for
      mergers or other reorganizations undertaken for the primary purpose of changing
      the Company’s state of incorporation; or

     

    15.3  of
      any
      voluntary dissolution, liquidation or winding-up of the Company; or

     

    15.4  of
      any
      redemption of any outstanding capital stock of the Company;

     

    then,
      and
      in each such case, the Company will mail or cause to be mailed to the Holder
      of
      this Warrant a notice specifying, as the case may be, (i) the date on which
      a
      record is to be taken for the purpose of such dividend, distribution or right,
      or (ii) the date on which such reorganization, reclassification, consolidation,
      merger, conveyance, dissolution, liquidation, winding-up, redemption or
      conversion is to take place, and the time, if any is to be fixed, as of which
      the holders of record of Common Stock (or such stock or securities as at the
      time are receivable upon the exercise of this Warrant) shall be entitled to
      exchange their shares of Common Stock (or such other stock or securities) for
      securities or other property deliverable upon such reorganization,
      reclassification, consolidation, merger, conveyance, dissolution, liquidation
      or
      winding-up. Such notice shall be delivered at least ten (10) days prior to
      the
      date therein specified.

     

    16.  SEVERABILITY.
      If any
      term, provision, covenant or restriction of this Warrant is held by a court
      of
      competent jurisdiction to be invalid, void or unenforceable, the remainder
      of
      the terms, provisions, covenants and restrictions of this Warrant shall remain
      in full force and effect and shall in no way be affected, impaired or
      invalidated.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

       

    

    17.  COUNTERPARTS.
      For the
      convenience of the parties, any number of counterparts of this Warrant may
      be
      executed by the parties hereto and each such executed counterpart shall be,
      and
      shall be deemed to be, an original instrument.

     

    18.  SUCCESSORS
      AND ASSIGNS.
      The
      terms and provisions of this Warrant shall inure to the benefit of, and be
      binding upon, the Company and the Holder hereof and their respective successors
      and assigns.

     

    19.  SATURDAYS,
      SUNDAYS AND HOLIDAYS.
      If the
      Expiration Date falls on a Saturday, Sunday or legal holiday, the Expiration
      Date shall automatically be extended until 5:00 p.m. on the next business
      day.

     

    [SIGNATURE
      PAGE TO FOLLOW]

     


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Warrant as of the date
      first written above.

     

    
      	INNCARDIO,
              INC.	 	[HOLDER]
	 

              By:
                

            	
               

               

               

            	 	 By:	
               

               

               

                    

            
	 	
              Name:
                Eric Thatcher

              Title:
                Chief Executive Officer

            	 	 	
              Name:
                

              Title:
                

            
	 	 	 	 	 
	 	
              Address
                for Notices:

            	 	 	
              Address
                for Notices:

            
	 	 	 	 	 
	 	
              c/o
                Kirkpatrick & Lockhart Nicholson Graham LLP

              10100
                Santa Monica Blvd., Seventh Floor

              Los
                Angeles, California 90067

              Attn:
                Shoshannah D. Katz, Esq.

              Phone:
                310.552.5001

            	 	 	 


    

     

    SIGNATURE
      PAGE TO WARRANT

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    EXHIBIT
      1

     

    NOTICE
      OF EXERCISE

    
      ASSIGNMENT

      (To
        be executed upon exercise of
        Warrant)


      
        	
                _________________

              	
                WARRANT
                  NO. ___

              


      

    

     

    The
      undersigned hereby irrevocably elects to exercise the right of purchase
      represented by the within Warrant Certificate for, and to purchase thereunder,
      securities of Long-e International, Inc., or to receive such securities equal
      to
      the value of the Warrant Certificate or portion thereof being exercised, as
      provided for therein, and tenders herewith payment of the exercise price in
      full
      in the form of cash or a certified or official bank check in same-day funds
      in
      the amount of $____________ for _________ such securities.

     

    Please
      issue a certificate or certificates for such securities in the name of, and
      pay
      any cash for any fractional share to (please print name, address and social
      security number):

     

    
      	
              Name: 

            	
               

            	 	
              Social
                Security Number:  

            	
               

            
	
              Address: 

            	
               

            	 	 	 
	
              Signature: 

            	
               

            	 	 	 


    

    


    Note:
      The
      above signature should correspond exactly with the name on the first page of
      this Warrant Certificate or with the name of the assignee appearing in the
      assignment form below.

     

    If
      said
      number of shares shall not be all the shares purchasable under the within
      Warrant Certificate, a new Warrant Certificate is to be issued in the name
      of
      said undersigned for the balance remaining of the shares purchasable thereunder
      rounded up to the next higher whole number of shares.


    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    EXHIBIT
      2

     

    ASSIGNMENT

    

      
        	
                (To
                  be executed only upon assignment of Warrant
                  Certificate)    

              	
                    WARRANT
                  NO.-__

              


      

    

     

    For
      value
      received, hereby sells, assigns and transfers unto ________________________
      the
      within Warrant Certificate, together with all right, title and interest therein,
      and does hereby irrevocably constitute and appoint
      ______________________________ attorney, to transfer said Warrant Certificate
      on
      the books of the within-named Company with respect to the number of Warrants
      set
      forth below, with full power of substitution in the premises:

     

    
      	
              Name(s)
                of Assignee(s)

            	 	
              Address

            	 	
              #
                of Warrants

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    And
      if
      said number of Warrants shall not be all the Warrants represented by the Warrant
      Certificate, a new Warrant Certificate is to be issued in the name of said
      undersigned for the balance remaining of the Warrants registered by said Warrant
      Certificate.

     

    Dated:___________________________,
      20__

     

    Signature:
      _______________________

     

    Notice:
      The signature to the foregoing Assignment must correspond to the name as written
      upon the face of this security in every particular, without alteration or any
      change whatsoever; signature(s) must be guaranteed by an eligible guarantor
      institution (banks, stock brokers, savings and loan associations and credit
      unions with membership in an approved signature guarantee medallion program)
      pursuant to Securities and Exchange Commission Rule l7Ad-15.

     

    
      
         

      

      
        17