EXHIBIT 4.2


 


August 5,
2005


 


COMMON STOCK
PURCHASE WARRANT AGREEMENT


 


This COMMON STOCK
PURCHASE WARRANT AGREEMENT (this “Warrant Agreement” or “Agreement”), dated as
of August 5,  2005, is between
GrayMark Productions, Inc. (the “Company”) and                   
(the “Warrant Holder” and with the Company sometimes referred to as “parties”
collectively and as “party” individually.


 


W I T N E S S E T
H:


 


WHEREAS, this Warrant
Agreement is executed by the Company pursuant to the Convertible Loan Note on
the date of this Agreement (the “Convertible Note”) and delivered with
Convertible Note to the Warrant Holder;


 


NOW, THEREFORE, in
consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


1.                                       Grant
and Period.  The above recitals are
true and correct.  This Agreement is
executed and delivered pursuant to the Convertible Note issued by the
Company.  Pursuant to this Agreement, the
Warrant Holder is hereby granted the right to purchase from the Company, at any
time during the period commencing on the date of this Agreement and ending on August 5,
2010 (the “Expiration Time”), 250,000 shares of the Company’s common stock,
$.0001 par value (the “Shares” or “Warrant Securities”)) at an initial exercise
price (subject to adjustment as provided in Article 8 hereof) of $2.00 per
share (the “Exercise Price” or “Purchase Price”), subject to the terms and
conditions of this Agreement (the “Warrant”).


 


Except as specifically
otherwise provided herein, the Shares shall have the same terms and conditions
as such securities are outstanding and as designated in the Company’s
Certificate of Incorporation and any amendments thereto, and the Warrant Holder
shall have registration rights under the Securities Act of 1933, as amended,
covering the Warrant Securities, as more fully described in Section 7 of
this Agreement.


 


2.                                       Warrant
Certificate.  The Warrant Holder’s
rights pursuant to this Agreement shall only be evidenced by this Agreement and
will not be certificated.


 


3.                                       Exercise
of Warrant.


 


3.1                                 Exercise.  The Warrant Holder may effect a cash exercise
of the Warrant by surrendering to the Company this Agreement, together with a
Subscription in the form of Exhibit ”A” attached to this Agreement, duly
executed by the Warrant Holder, at any time prior to the Expiration Time, at
the Company’s principal office, accompanied by payment in cash or by certified
or official bank check payable to the order of the Company in the amount of the
aggregate purchase price (the “Aggregate Price”), subject to any adjustments
provided for in this Agreement.  The
Aggregate Price shall be equal to the exercise price as set forth in Section 6
of this Agreement multiplied by the number of Warrant Securities for which the
Warrant shall be exercised (as adjusted as provided in this Agreement).


 


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3.2                                 Partial
Exercise.  In the event the Warrant
shall be exercised in part and not in whole, the Company, at its expense, will
forthwith issue to the Warrant Holder a new warrant agreement of like tenor
exercisable for the number of Warrant Securities (as constituted as of the date
hereof) for which this Warrant Agreement shall not have been exercised, issued
in the name of the Warrant Holder or as the Warrant Holder (upon payment by the
Warrant Holder of any applicable transfer taxes) may direct.


 


4.                                       Issuance
of Certificates Evidencing the Warrant Securities.  Upon the exercise of the Warrants, the
issuance of certificates for the Warrant Securities shall be made as soon as
reasonably practicable thereafter without charge to the Warrant Holder
including, without limitation, any tax which may be payable in respect of the
issuance thereof, and such certificates shall (subject to the provisions of
Sections 5 and 7 of this Agreement) be issued in the name of, or in such names
as may be directed by, the Holder thereof; provided, however, that the Company
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any such certificates in a
name other than that of the Warrant Holder, and the Company shall not be
required to issue or deliver such certificates unless or until the person or
persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.


 


The Warrant Certificates
and the certificates representing the Warrant Securities shall be executed on
behalf of the Company by the manual or facsimile signature of the then present
Chairman or Vice Chairman of the Board of Directors or Chief Executive Officer,
President or Vice President of the Company, attested to by the manual or facsimile
signature of the then present Secretary or Assistant Secretary of the
Company.  Warrant Certificates shall be
dated the date of execution by the Company upon initial issuance, division,
exchange, substitution or transfer.


 


5.                                       Restriction
On Transfer of Warrants.  This
Warrant Agreement may be assigned or transferred, in whole or in part, as
provided herein so long as such assignment or transfer is in accordance with
and subject to the provisions of the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder (said Act and such rules and
Regulations being hereinafter collectively referred to as the “Securities Act”).  Any purported transfer or assignment made
other than in accordance with this Section 5 shall be null and void and of
no force and effect.  Any assignment
permitted under this Agreement shall be made by surrender of this Agreement to
the Company with the Assignment Form attached to this Agreement as Exhibit ”C”
duly executed and funds sufficient to pay any transfer tax.  In such event the Company shall, without
charge, execute and deliver a new warrant agreement in the name of the assignee
named in the Assignment Form and designate the assignee as the warrant
holder under the new warrant agreement and this Agreement shall promptly be
canceled.  This Agreement may be divided
or combined with other warrant agreement that carry the same rights by
presentation of this Agreement to the Company together with the Assignment Form signed
by the Warrant Holder, specifying the names and denominations in which the new
warrant agreements are to be issued.


 


6.                                       Exercise
Price.


 


6.1                                 Initial
and Adjusted Exercise Prices.  The
initial exercise price of each Common Stock Warrant shall be $2.00 per
Share.  The adjusted exercise price shall
be the price which shall result from time to time from any and all adjustments
of the initial exercise price in accordance with the provisions of Section 8
of this Agreement.  The term “Exercise
Price” herein shall mean the initial exercise price or the adjusted exercise
price, depending upon the context.


 


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7.                                       Registration
Rights.


 


7.1                                 Registration
Under the Securities Act of 1933.


 


The Warrant and the
Warrant Securities have not been registered under the Securities Act.  Upon exercise, in part or in whole, of the
Warrant, certificates representing the Warrant Securities shall bear the
following legend in the event there is no current registration statement
effective with the U. S. Securities and Exchange Commission (the “Commission”)
at such time as to such securities:


 


The securities
represented by this certificate may not be offered or sold except pursuant to (i) an
effective registration statement under the Act, (ii) to the extent
applicable, Rule 144 under the Act (or any similar rule under such
Act relating to the disposition of securities), or (iii) an opinion of
counsel, if such opinion shall be reasonably satisfactory to counsel to the
issuer, that an exemption from registration under such Act and applicable state
securities laws is available.


 


7.2                                 Piggyback
Registration.


 


If, at any time
commencing after July 27, 2005 and expiring July 27, 2010, the
Company prepares and files an amendment to a registration statement, or a new
registration statement under the Act, or files a Notification on Form 1-A
or otherwise registers securities under the Act, or files a similar disclosure
document with the Commission (collectively the “Registration Documents”) as to
any of its securities under the Securities Act (other than under a Registration
Statement pursuant to Form S-8 or Form S-4), the Company will give
written notice by registered mail, at least thirty (30) days prior to the
filing of each such Registration Document, to the Warrant Holder and holders of
the Warrant Securities of the Company’s intention to do so.  If the Warrant Holder or any holder of the
Warrant Securities notifies the Company within 20 days after receipt of any
such notice of its desire to include any Warrant Securities in such proposed Registration
Documents, the Company shall afford the Warrant Holder or holder of the Warrant
Securities the opportunity to have any Warrant Securities registered under such
Registration Documents or any other available Registration Document.


 


Notwithstanding the
provisions of this Section 7.2, the Company shall have the right at any
time after it shall have given written notice pursuant to this Section 7.2
(irrespective of whether a written request for inclusion of any such securities
shall have been made) to elect not to file any such proposed amendment or
registration statement, or to withdraw the same after the filing but prior to
the effective date of the Registration Document.


 


7.3                                 Demand
Registration.  Omitted.


 


7.4                                 Covenants
of the Company With Respect to Registration.  In connection with the filing of any
Registration Document by the Company, the Company covenants and agrees as
follows:


 


(a)                                  The
Company shall use its best efforts to file the Registration Document on the
date indicated in the notice delivered to the Warrant Holder and the holders of
the Warrant Securities pursuant to Section 7.2 or as soon as reasonably
practicable thereafter and shall use its best efforts to have any such
Registration Document declared effective at the earliest practicable time.  The Company will promptly notify each of the
Warrant Holder and holder of Warrant Securities electing to include Warrant
Securities in the Registration Document (collectively the “Selling Securities
Holders”) and confirm in writing, (i) when such Registration Document
becomes effective, (ii) when any post-effective amendment to such
Registration Document becomes effective and (iii) of any request by the
SEC for any amendment or supplement to such Registration Document or any
prospectus relating thereto or for additional information.


 


The Company shall furnish
to each Selling Securities Holder such number of copies of such Registration
Document (or prospectus contained therein) and of each such amendment and
supplement thereto (in each case including each preliminary prospectus and
summary prospectus) in conformity with the requirements of the Securities Act,
and such other documents as the Selling Securities Holders may reasonably
request in order to facilitate the disposition of the Warrant Securities
included in the Registration Document.


 


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(b)                                 The
Company shall pay all costs (excluding transfer taxes, if any, and fees and
expenses of Holder(s)’ counsel and the Holder’s pro-rata portion of the selling
discount or commissions), fees and expenses in connection with all Registration
Documents filed pursuant to Sections 7.2 hereof including, without limitation,
the Company’s legal and accounting fees, printing expenses, blue sky fees and
expenses.  If the Company shall fail to
comply with the provisions of Section 7.4(a), the Company shall, in
addition to any other equitable or other relief available to the Selling
Securities Holders, be liable for any or all special and consequential damages
sustained by the Selling Securities Holders.


 


(c)                                  The
Company shall prepare and file with the SEC such amendments and supplements to
such Registration Document and the prospectus used in connection therewith as
may be reasonably necessary to keep such Registration Document effective for at
least nine months (or such longer period as permitted by the Act), and to
comply with the provisions of the Act with respect to the disposition of all
securities covered by such Registration Document during such period in accordance
with the intended methods of disposition by the Selling Securities Holders of
the Warrant Securities set forth in such Registration Document.  If at any time the SEC should institute or
threaten to institute any proceedings for the purpose of issuing a stop order
suspending the effectiveness of any such Registration Document, the Company
shall promptly notify each Selling Securities Holder and will use all
reasonable efforts to prevent the issuance of any such stop order or to obtain
the withdrawal thereof as soon as possible. 
The Company will use its good faith reasonable efforts and take all
reasonably necessary action which may be required in qualifying or registering
the Warrant Securities included in the Registration Document for offering and
sale under the securities or blue sky laws of such states as reasonably are
required by the Selling Securities Holders; provided that the Company shall not
be obligated to execute or file any general consent to service of process or to
qualify as a foreign corporation to do business under the laws of any such
jurisdiction, nor shall the officers, directors and five percent (5%) or
greater shareholder be required to deposit in escrow and securities of the
Company owned by them or subject such securities to any form of lockup
arrangement in connection with such registration.  The Company shall use its good faith
reasonable efforts to cause the Warrant Securities covered by such Registration
Document to be registered with or approved by such other governmental agencies
or authorities of the United States or any State thereof as may be reasonably
necessary to enable the Selling Security Holders to consummate the disposition
of the Warrant Securities included in the Registration Document.


 


(d)                                 The
Company shall indemnify the Selling Securities Holders and each person, if any,
who controls any Selling Securities Holder within the meaning of Section 15
of the Act or Section 20(a) of the Securities Exchange Act of 1934,
as amended (“Exchange Act”), against all loss, claim, damage, expense or
liability (including all expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever) to which any of them may
become subject under the Act, the Exchange Act or otherwise, arising from such
registration statement.


 


(e)                                  If
requested by the Company prior to the filing of any Registration Document
covering the Warrant Securities, each of the Selling Securities Holders and
their successors and assigns, shall severally, and not jointly, indemnify the
Company, its officers and directors and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20(a) of
the Exchange Act, against all loss, claim, damage or expense or liability
(including all expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever) to which they may become subject under
the Act, the Exchange Act or otherwise, arising from written information
furnished by the Selling Securities Holder, or their successors or assigns, for
specific inclusion in the Registration Document.


 


(f)                                    Nothing
contained in this Agreement shall be construed as requiring the Warrant Holder
to exercise the Warrants prior to the filing of any Registration Document or
the effectiveness thereof.


 


(g)                                 Notwithstanding
the provisions of Section 7.2 of this Agreement, the Company shall not be
required to effect or cause the registration of any Warrant Securities pursuant
to Section 7.2 hereof if, within 30 days after its receipt of a request to
include Warrant Securities within the Registration Document (i) counsel
for the Company delivers an opinion to the Selling Securities Holder, in form
and substance satisfactory to counsel to the Selling Securities Holder, to the
effect that the entire number of Warrant Securities proposed to be sold by such
Selling Securities Holder may otherwise be sold, in the manner proposed by the
Selling Securities Holder, without registration under the Securities Act, or (ii) the
SEC shall have issued a no-action position, in form and substance satisfactory
to counsel for the Selling Securities Holder, to the effect that the entire
number of Warrant Securities


 


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proposed to be sold by
the Selling Securities Holder may be sold by it, in the manner proposed by the
Selling Securities Holder, without registration under the Securities Act.


 


8.                                       Adjustments
to Exercise Price and Number of Securities.


 


8.1                                 Adjustment
for Dividends, Subdivisions, Combinations or Reclassifications.  In case the Company shall (a) pay a
dividend or make a distribution in shares of its capital stock (whether shares
of its common stock, $.0001 par value (“Common Stock”)  or of capital stock of any other class), (b) subdivide
its outstanding shares of Common Stock into a greater number of shares, (c) combine
its outstanding shares of Common Stock into a smaller number of shares, or (d) issue
by reclassification of its shares of Common Stock any shares of capital stock
of the Company; then, and in each such case, the per share Exercise Price and
the number of Warrant Securities in effect immediately prior to such action
shall be adjusted so that the Warrant Holder of this Warrant thereafter upon
the exercise hereof shall be entitled to receive the number and kind of shares
of the Company which the Warrant Holder would have owned immediately following
such action had the Warrant been exercised immediately prior thereto.  An adjustment made pursuant to this Section shall
become effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or reclassification.  If, as a result of an adjustment made
pursuant to this Section, the Warrant Holder shall become entitled to receive
shares of two or more classes of capital stock of the Company, the Board of
Directors of the Company shall reasonably determine the allocation of the
adjusted Exercise Price between or among shares of such class of capital stock.


 


Immediately upon any
adjustment of the Exercise Price pursuant to this Section, the Company shall
send written notice thereof to the Warrant Holder (by first class mail, postage
prepaid), which notice shall state the Exercise Price resulting from such
adjustment, and any increase or decrease in the number of Warrant Securities to
be acquired upon exercise of the Warrant, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based.


 


8.2                                 Adjustment
For Reorganization, Merger or Consolidation.  In case of any reorganization of the Company
or consolidation of the Company with, or merger of the Company with, or merger
of the Company into, another corporation (other than a consolidation or merger
that does not result in any reclassification or change of the outstanding
Common Stock), the corporation formed by such consolidation or merger shall
execute and deliver to the Warrant Holder a supplemental Warrant Agreement
providing that the Warrant Holder shall have the right thereafter (until the
Expiration Date) to receive, upon exercise of such warrant, the kind and amount
of shares of stock and other securities and property receivable upon such
consolidation or merger, by a holder of the number of shares of Common Stock of
the Company for which the Warrant might have been exercised immediately prior
to such reorganization, consolidation, merger, conveyance, sale or
transfer.  Such supplemental Warrant
Agreement shall provide for adjustments which shall be identical to the
adjustments provided in Section 8.1 and such registration rights and other
rights as provided in this Agreement. 
The Company shall not effect any such consolidation, merger, or similar
transaction as contemplated by this paragraph, unless prior to or
simultaneously with the consummation thereof, the successor corporation (if
other than the Company) resulting from such consolidation or merger or the
corporation purchasing, receiving, or leasing such assets or other appropriate
corporation or entity shall assume, by written instrument executed and
delivered to the Warrant Holder, the obligation to deliver to the Warrant
Holder, such shares of stock, securities, or assets as, in accordance with the
foregoing provisions, such Warrant Holder may be entitled to purchase, and to
perform the other obligations of the Company under this Agreement.  The above provision of this Section shall
similarly apply to successive consolidations or successively whenever any event
listed above shall occur.


 


8.3                                 Dividends
and Other Distributions.  In the
event that the Company shall at any time prior to the earlier of (i) exercise
of all of the Warrant or (ii) the Expiration Date, distribute to its
shareolders any assets, property, rights, evidences of indebtedness, securities
(other than a distribution made as a cash dividend payable out of earnings or
out of any earned surplus legally available for dividends under the laws of the
jurisdictions of incorporation of the Company), whether issued by the Company
or by another, the Warrant Holder shall thereafter be entitled, in addition to
the Shares or other Warrant Securities and property receivable upon the
exercise thereof, to receive, upon the exercise of the Warrant, the same
property, assets, rights, evidences of indebtedness, securities or any other
thing of value that the Warrant Holder would have been entitled to receive at
the time of such distribution as if the Warrant had been exercised immediately
prior to such distribution.  At the time
of any such


 


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distribution, the Company
shall make appropriate reserves to ensure the timely performance of the
provisions of this Section or an adjustment to the Exercise Price, which
shall be effective as of the day following the record date for such
distribution.


 


8.4                                 Adjustment
in Number of Securities.  Upon each
adjustment of the Exercise Price pursuant to the provisions of this Section 8,
the number of securities issuable upon the exercise of the Warrant shall be
adjusted to the nearest full amount by multiplying a number equal to the
Exercise Price in effect immediately prior to such adjustment by the number of
securities issuable upon exercise of the Warrant immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise Price.


 


8.5                                 No
Adjustment of Exercise Price in Certain Cases.  No adjustment of the Exercise Price shall be
made if the amount of said adjustment shall be less than one cent ($.01) per
Share, provided, however, that in such case any adjustment that would otherwise
be required then to be made shall be carried forward and shall be made at the
time of and together with the next subsequent adjustment which, together with
any adjustment so carried forward, shall amount to at least one cent ($.01) per
Share.


 


8.6                                 Accountant’s
Certificate of Adjustment.  In each
case of an adjustment or readjustment of the Exercise Price or the number of
any securities issuable upon exercise of the Warrant, the Company, at its
expense, shall cause independent certified public accountants of recognized
standing selected by the Company (who may be the independent certified public
accountants then auditing the books of the Company) to compute such adjustment
or readjustment in accordance herewith and prepare a certificate showing such
adjustment or readjustment, and shall mail such certificate, by first class
mail, postage prepaid, to the Warrant Holder at the Warrant Holder’s address as
shown on the Company’s books.  The
certificate shall set forth such adjustment or readjustment, showing in detail
the facts upon which such adjustment or readjustment is based including, but
not limited to, a statement of (i) the Exercise Price at the time in
effect, and (ii) the number of additional or fewer securities and the type
and amount, if any, of other property which at the time would be receivable
upon exercise of the Warrant.


 


9.                                       Replacement
of Warrant Certificates.  Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant Agreement, and, in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
it, and reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of the Warrant Agreement, if
mutilated, the Company will make and deliver a new Warrant Agreement of like
tenor, in lieu thereof.


 


10.                                 Elimination
of Fractional Interest.  The Company
shall not be required to issue certificates representing fractions of shares of
Common Stock or other Warrant Securities upon the exercise of the Warrant, nor
shall it be required to issue script or pay cash in lieu of fractional
interests, it being the intent of the parties that all fractional interests may
be eliminated, at the Company’s option, by rounding any fraction up to the
nearest whole number of Share or other Warrant Securities, properties or
rights, or in lieu thereof paying cash equal to such fractional interest
multiplied by the current value of the Share or other Warrant Security.


 


11.                                 Reservation,
Validity and Listing.  The Company
covenants and agrees that during the Exercise Period, the Company shall at all
times reserve and keep available out of its authorized shares of Common Stock
or other authorized Warrant Securities, solely for the purpose of issuance upon
the exercise of the Warrant, such number of shares of Common Stock or other
Warrant Securities, properties or rights as shall be issuable upon the exercise
of the Warrant.  The Company covenants
and agrees that, upon exercise of the Warrant, and payment of the Exercise
Price therefor (if applicable), all shares of Common Stock and other Warrant
Securities issuable upon such exercise shall be duly authorized, validly
issued, fully paid, non-assessable and not subject to the preemptive rights.


 


12.                                 Notices
to Warrant Holder.  Nothing contained
in this Agreement shall be construed as conferring upon the Warrant Holder the
right to vote or to consent or to receive notice as a stockholder in respect of
any meetings of shareholders for the election of directors or any other matter,
or as having any rights whatsoever as a stockholder of the Company.  If, however, at any time prior to the
expiration of the Warrant and its exercise, any of the following events shall
occur:


 


(a)                                  the
Company shall take a record of the holders of its shares of Common Stock for
the purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or


 


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distribution payable
otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; or


 


(b)                                 the
Company shall offer to all the holders of its Common Stock any additional
shares of capital stock of the Company or securities convertible into or
exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefor; or


 


(c)                                  a
dissolution, liquidation or winding up of the Company (other than in connection
with a consolidation or merger) or a sale of all or substantially all of its
property, assets and business as an entirety shall be proposed;


 


then, in any one or more
of said events, the Company shall give written notice of such event at least 15
days prior to the date fixed as a record date of the date of closing the
transfer books for the determination of the shareholders entitled to such
dividend, distribution, convertible or exchangeable securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding
up or sale.  Such notices shall specify
such record date or the date of closing the transfer books, as the case may be.


 


13.                                 Notices.  All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when sent (i) by facsimile and (ii) delivered
personally or by overnight courier or mailed by registered or certified mail,
return receipt requested:


 


(a)                                  If
to the Warrant Holder or holders of the Warrant Securities, to its address as
shown on the books of the Company; or


 


(b)                                 If
to the Company, to the address set forth below or to such other address as the
Company may designate by notice to the Warrant Holder.


 


John Simonelli


Chief Executive Officer


GrayMark Productions, Inc.


101 North Robinson, Suite 920


Oklahoma City, Oklahoma
73102


 


15.                                 Entire
Agreement: Modification.  This
Agreement contains the entire understanding between the parties with respect to
the subject matter hereof, and the terms and provisions of this Agreement may
not be modified, waived or amended except in a writing executed by the Company
and the Warrant Holder.


 


16.                                 Successors.  All the covenants and provisions of this
Agreement shall be binding upon and inure to the benefit of the Company,
Warrant Holder and the holders of the Warrant Securities and their respective
successors and assigns.


 


17.                                 Termination.  This Agreement shall terminate at the earlier
of (i) the public sale of all of the Warrant Securities, or (ii) at
the close of business on July 27, 2010. 
Notwithstanding the foregoing, the indemnification provisions of Section 7
shall survive such termination.


 


18.                                 Governing
Law; Submission to Jurisdiction. 
This Agreement shall be deemed to be a contract made under the laws of
the State of Michigan and for all purposes shall be construed in accordance
with the laws of said State without giving effect to the rules of said
State governing the conflicts of laws. 
The Company and the Warrant Holder hereby agree that any action,
proceeding or claim arising out of, or relating in any way to, this Agreement
shall be brought and enforced in a federal or state court of competent
jurisdiction with venue only in (i) the Ingham County District Court in
the State of Michigan, or (ii) the United States District Court for the
Western District of Michigan, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. 
The Company and the Warrant Holder hereby irrevocably waive any
objection to such exclusive jurisdiction or inconvenient forum.  A party to this Agreement named as a
defendant in any action brought in connection with this Agreement in any court
outside of the above named designated county or district shall have the right
to have the venue of said action changed to the above designated county or
district or, if necessary, have the case dismissed,


 


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requiring the other party
to refile such action in an appropriate court in the above designated county or
federal district.


 


19.                                 Severability.  If any provision of this Agreement shall be
held to be invalid or unenforceable, such invalidity or unenforceability shall
not affect any other provision of this Agreement.


 


20.                                 Captions.  The caption headings of the Sections of this
Agreement are for convenience of reference only and are not intended, nor
should they be construed as, a part of this Agreement and shall be given no
substantive effect.


 


21.                                 Benefits
of this Agreement.  Nothing in this
Agreement shall be construed to give to any person or corporation other than
the Company and the Warrant Holder and holders of the Warrant Securities any
legal or equitable right, remedy or claim under this Agreement; and this
Agreement shall be for the sole and exclusive benefit of the Company and the
Warrant Holder and any holder of the Warrant Securities.


 


22.                                 Counterparts.  This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and such counterparts shall together constitute but one and
the same instrument.


 


IN WITNESS HEREOF, the
parties hereto have caused this Agreement to be duly executed, as of the day
and year first above written.


 


	
  “Company”

  	
   

  	
   

  	
  GRAYMARK PRODUCTIONS,
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  John
  Simonelli, Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Mark R. Kidd, Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Warrant Holder”

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature
  for an individual, including

  
	
   

  	
   

  	
   

  	
  joint
  tenants and tenants in common:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name (typed or
  printed)

  	
   

  	
   

  	
  Name (typed or printed)

  
	
  Date: August 5,
  2005.

  	
   

  	
   

  	
  Date: August 5,
  2005.

  



 


8





















 


EXHIBIT ”A”


 


FORM OF
SUBSCRIPTION (CASH EXERCISE)


 


(To be signed only
upon exercise of Warrant)


 


TO:                            GrayMark
Productions, Inc.


101 North Robinson, Suite 920


Oklahoma City, Oklahoma
73102


 


The undersigned, the
Warrant Holder, hereby irrevocably elects to exercise the purchase right
provided by the Warrant Agreement for, and to purchase thereunder,                         
Shares of GrayMark Productions, Inc. (the “Company”), and herewith makes
payment of $                              
therefor, and requests that the certificates for such securities be issued in
the name of, and delivered to,                                                                                                     ,
whose address is                                                                                                                                                                 ,
all in accordance with the Warrant Agreement.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature must conform
  in all respects to

  name of Holder as specified on the face of

  the Warrant Agreement)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Address)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Social Security Number
  or

  
	
   

  	
  Tax Identification
  Number)

  



 


9





















 


EXHIBIT ”B”


 


FORM OF
SUBSCRIPTION (CASHLESS EXERCISE)


 


(Intentionally
Blank)


 


 


 


 


10





















 


EXHIBIT ”C”


 


FORM OF
ASSIGNMENT


 


(To be exercised
by the Warrant Holder if the


Warrant Holder
desires to transfer the Warrant Agreement.)


 


FOR VALUE RECEIVED                                                                                 
hereby sells, assigns and transfers unto


                                                                                                                                                                                          


(Print name and address
of transferee)


 


the Warrant Agreement,
together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint                                                                                                                     
Attorney, to transfer the Warrant Agreement on the books of GrayMark
Productions, Inc., with full power of substitution.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature must conform
  in all respects to

  name of Holder as specified on the face of

  the Warrant Agreement)

  
	
   

  	
   

  
	
   

  	
  Address of Assignee:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Social Security Number
  or

  
	
   

  	
  Tax Identification
  Number

  
	
   

  	
  of Assignee)

  



 


11