EXHIBIT 4.2


VOID AFTER 5 P.M. EASTERN TIME ON _______________, 2010


WARRANTS TO PURCHASE COMMON STOCK

	
  
           NUMBER 
  	
  
__________ Class A Warrants
  
	
  
 
  	
  
 
  
	
  
 NWA- 
  	
  
 CUSIP 67071X 11 8 
  




 NUVIM, INC. 


THIS CERTIFIES THAT



or registered assigns, is the registered holder of the number of Class A
Warrants (“CLASS A WARRANTS”) set forth above.  Each Class A Warrant,
unless and until redeemed by the Company as provided in the Warrant Agreement,
hereinafter more fully described (the “WARRANT AGREEMENT”), entitles
the holder thereof to purchase from NuVim, Inc., a corporation incorporated
under the laws of the State of Delaware (the “COMPANY”), subject to
the terms and conditions set forth hereinafter and in the Warrant Agreement, at
any time on or after the date on which the Class A Warrants begin to trade on
the Pacific Exchange and before the close of business on _______________,
2010 (“EXPIRATION DATE”), one fully paid and non-assessable share of
Common Stock, par value $0.00001 per share, of the Company (“COMMON
STOCK”) upon presentation and surrender of this Warrant Certificate, with
the instructions for the registration and delivery of Common Stock filled in, at
the stock transfer office located at 6201 – 15th Avenue, Brooklyn, New York
11219, of American Stock Transfer & Trust Company, Warrant Agent of the
Company (“WARRANT AGENT”) or of its successor warrant agent or, if
there be no successor warrant agent, at the corporate offices of the Company,
and upon payment of the Exercise Price (as defined in the Warrant Agreement) and
any applicable taxes paid either in cash, or by certified or official bank
check, payable in lawful money of the United States of America to the order of
the Company.  Each Class A Warrant initially entitles the holder to
purchase one share of Common Stock for $4.50.  The number and kind of
securities or other property for which the Class A Warrants are exercisable are
subject to adjustment in certain events, such as mergers, splits, stock
dividends, reverse splits and the like, to prevent dilution.  The Company
may redeem any or all outstanding and unexercised Class A Warrants by giving not less
than 30 days prior written notice at any time after the closing price of the
Common Stock on the principal market or exchange on which it is traded has
equaled or exceeded $6.00 per share on each of five consecutive trading
days.  The Redemption Price is $0.25 per Class A Warrant 
(subject to adjustments in the event of a stock split, dividend or the like).  All Class A Warrants not
theretofore exercised will expire on the Expiration Date. 








          This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of _____________, 2005, between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof.  The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates.  Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at NuVim, Inc., 12 Route 17 North, Suite 210, Paramus, New Jersey  07652, Attention: Chief Financial
Officer.


          The Company shall not be required upon the exercise of the Class A Warrants evidenced by this Warrant Certificate to issue fractions of Class A Warrants, Common Stock or other securities, but shall make adjustment therefor in cash on the basis of the current market value of any fractional interest as provided in the Warrant Agreement.


          In certain
cases, the sale of securities by the Company upon exercise of Class A Warrants
may violate the securities laws of the United States, certain states thereof or
other jurisdictions.  The Company has agreed to use all commercially
reasonable efforts to cause a registration statement to continue to be effective
during the term of the Class A Warrants with respect to such sales under the
Securities Act of 1933, and to take such action under the laws of various states
as may be required to cause the sale of securities upon exercise to be
lawful.  However, the Company will not be required to honor the exercise of
Class A Warrants if, in the opinion of the Board of Directors, upon advice of
counsel, the sale of securities upon such exercise would be unlawful.  In
certain cases, the Company may, but is not required to, purchase Class A
Warrants submitted for exercise for a cash price equal to the difference between
the market price of the securities obtainable upon such exercise and the
exercise price of such Class A Warrants.


          This Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Class A Warrants as the Warrant Certificate or Certificates so surrendered.  If the Class A Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Class A Warrants not so exercised.


          No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose whatsoever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof or give or withhold consent to any corporate action (whether upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or to receive notice
of meetings or


2








other actions affecting stockholders (except as provided in the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Class A Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement.


          If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other class of stock purchasable upon the exercise of the Class A Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall not be required to make delivery of certificates for shares purchasable upon such transfer until the date of the reopening of said transfer books.


          Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, and with every other holder of a Warrant Certificate that:


          (a)  this Warrant Certificate is transferable on the registry books of the Warrant Agent only upon the terms and conditions set forth in the Warrant Agreement, and


          (b)  the Company and the Warrant Agent may deem and treat the person in whose name this Warrant Certificate is registered as the absolute owner hereof (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.  The Company shall not be required to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of Class A Warrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by the holder of this Warrant Certificate pursuant to the Warrant Agreement shall have been paid, such tax being payable by the holder of this Warrant Certificate at the time of surrender.


          This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent.


3








          WITNESS the facsimile signatures of the proper officers of the Company and its corporate seal.


Dated:

	
   
  	
  
NUVIM, INC.
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
CORPORATE
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
LAWRENCE E. HICKS
  	
  
SEAL
  	
  
RICHARD P. KUNDRAT
  
	
  
 
  	
  
1999
  	
  
 
  
	
  
 
  	
   
 	
  
 
  
	
   
  	
  
DELAWARE
  	
  
 
  
	
  
 
  	
   
 	
  
 
  
	
  
SECRETARY
  	
   
 	
  
CHAIRMAN OF
  
	
  
 
  	
   
 	
  
THE BOARD OF
  
	
  
 
  	
   
 	
  
DIRECTORS
  




Countersigned:


AMERICAN STOCK TRANSFER & TRUST COMPANY
           WARRANT AGENT

	
  
By:
  	
  
 
  	
  
 
  
	
   
  	
  


  	
  
 
  
	
  
 
  	
  
Authorized   Officer
  	
  
 
  




4








          The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations.

	
  
 
  	
  
TEN COM
  	
  
—  as tenants in   common
  
	
  
 
  	
  
TEN ENT
  	
  
—  as tenants by the entireties
  
	
  
 
  	
  
JT TEN
  	
  
—  as joint tenants with rights   of survivorship and not as tenants in common
  
	
   
  	
  
COM PROP
  	
  
—  as community property
  




	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
UNIF GIFT MIN ACT
  	
  
—
  	
  
 
  	
   
 	
   
 	
  
Custodian
  	
   
 	
   
 
	
   
  	
  
 
  	
  
 
  	
  


  	
   
 	
   
 	
   
 	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
(Cust)
  	
   
 	
   
 	
   
 	
  
(minor)
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
 
  	
  
 
  	
  
 
  	
  
under   Uniform Gifts to Minors Act
  	
   
 	
   
 	
   
 	
   
 
	
   
  	
  
 
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
 
  	
  
 
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
 
  	
  
 
  	
  
 
  	
  


  	
   
 	
   
 	
   
 	
   
 
	
  
 
  	
  
 
  	
  
 
  	
  
(State)
  	
   
 	
   
 	
   
 	
   
 




	
  
UNIF TRF MIN ACT
  	
  
—
  	
   
 	
   
 	
   
 	
  
Custodian
  	
   
 	
   
 
	
  
 
  	
   
 	
   
 	
  


  	
   
 	
   
 	
   
 	
  


  
	
  
 
  	
   
 	
   
 	
  
(Cust)
  	
   
 	
   
 	
   
 	
  
(minor)
  
	
   
  	
  
 
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
 
  	
  
 
  	
  
 
  	
  
under   Uniform Transfers to Minors Act
  	
   
 	
   
 	
   
 	
   
 
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 	
   
 	
   
 	
   
 
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 	
   
 	
   
 	
   
 
	
   
  	
  
 
  	
  
 
  	
  


  	
   
 	
   
 	
   
 	
   
 
	
  
 
  	
  
 
  	
  
 
  	
  
(State)
  	
   
 	
   
 	
   
 	
   
 




5








FORM OF EXERCISE
(To be executed upon exercise of Warrant)


To:  NuVim, Inc.


          The undersigned, pursuant to the provisions set forth in the within Warrant Certificate, hereby irrevocably elects to exercise the right of purchase represented thereby, and hereby agrees to subscribe for and to purchase shares of the Common Stock of NuVim, Inc. (“Common Shares”), as provided for therein, and tenders herewith payment of the purchase price in full in cash or by wire transfer, check, draft, money order or certified or bank cashier’s check in the amount of $___________.


          Please issue a certificate or certificates for such Common Shares in the name of the undersigned.  If the number of Common Shares purchased hereby shall not be all the Common Shares purchasable under the within Warrant Certificate, a new Warrant Certificate is to be issued in the name of the undersigned for the balance remaining of the Common Shares purchasable thereunder.


	
  
Name:
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  
	
  
 
  	
  
(Please   Print Name and Address)
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Address:
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  Signature:
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  
	
  
 
  	
  

Note: The above signature(s) must correspond with the name(s) on the face of this
Warrant Certificate or with the name of the assignee appearing in the assignment
form below. 
 	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date:
  	
  
________________________________________
  	
  
 
  




6








FORM OF ASSIGNMENT
(TO BE SIGNED ONLY UPON ASSIGNMENT)


 FOR VALUE RECEIVED, the undersigned Registered Holder _________________________ 

	
  


  	
   
  
	
  
(Please   insert social security or other identification number of Registered Holder)
  
	
  
 
  	
  
 
  
	
  
hereby   sells, assigns and transfers unto
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  


  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  


  	
  
 
  
	
  
 
  	
  
 
  
	
   
  	
  
 
  
	
  


  	
  
 
  
	
  
(Please   Print Name and Address, including Zip Code)
  	
  
 
  




Class A Warrants evidenced by the within Warrant Certificate, and irrevocably constitutes and appoints ___________________________________ attorney to transfer this Warrant Certificate on the books of NuVim, Inc. with the full power of substitution in the premises.


Dated: _______________________________________

	
  
Signature:
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  


  	
  
 
  
	
  

(Signature(s) must conform in all respects to the name of Registered Holder as
specified on the face of this Warrant Certificate in every particular, without
alteration or any change whatsoever, and the signature(s) must be guaranteed in the
usual manner.) 
 	
  
 
  
	
   
  	
   
  
	
   Signature(s)   Guaranteed: 
  	
   
  
	
   
  	
   
  
	
   
  	
   
  
	
  


  	
   
  
	
   The   signature(s) should be guaranteed by an eligible institution (banks,   stockbrokers, savings and loan association and credit unions with membership   in an approved signature medallion program), pursuant to S.E.C. Rule 17Ad-15. 
  	
   
  



7