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Exhibit 4.5  


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAW (THE "STATE ACTS"), AND
MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE CORPORATION OF A FAVORABLE OPINION OF THE
HOLDER'S COUNSEL OR SUBMISSION TO THE CORPORATION OF SUCH OTHER EVIDENCE AS MAY BE REASONABLE SATISFACTORY TO COUNSEL FOR THE CORPORATION, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN
VIOLATION OF THE ACT AND THE STATE ACTS.


THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF,

AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN

THIS WARRANT EXCEPT AS HEREIN PROVIDED.  


VOID AFTER 5:00 P.M. EASTERN TIME, APRIL 15, 2009  


 
  WARRANT    
    
    For the Purchase of    
    
    237,796 Shares of Common Stock    
    
    of    
    
    VitaCube Systems Holdings, Inc.    





1.     Warrant.  


        THIS CERTIFIES THAT, in consideration of $10.00 and other good and valuable consideration, duly paid by or on behalf of Christopher A. Marlett ("Holder"), as
registered owner of this Warrant, to VitaCube Systems Holdings, Inc., a Nevada corporation ("Company"), Holder is entitled, at any time or from time to time at or after April 15, 2004
("Commencement Date"), and at or before 5:00 p.m., Eastern Time April 15, 2009, ("Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up
to two hundred thirty-seven thousand seven hundred ninety-six (237,796) shares of Common Stock of the Company, $.001 par value ("Common Stock"). If the Expiration Date is a day on which
banking institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending
on the Expiration Date, the Company agrees not to take any action that would terminate the Warrant. This Warrant is initially exercisable at $.30 per share of Common Stock purchased; provided,
however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price and the number of shares of Common Stock
to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context, of
a share of Common Stock. The term "Securities" shall mean the shares of Common Stock issuable upon exercise of this Warrant. 


2.     Exercise.  


        2.1    Exercise Form.    In order to exercise this Warrant, the exercise form attached hereto must be duly executed
and completed and delivered to the Company, together with this Warrant and payment of the Exercise Price for the Securities being purchased. If the subscription rights represented hereby shall not be
exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and
expire. 







 



        2.2    Legend.    Each certificate for Securities purchased under this Warrant shall bear a legend as follows, unless
such Securities have been registered under the Securities Act of 1933, as amended ("Act"): 



"The
securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") or applicable state securities law (the "State Acts"), and may not be sold,
pledged, hypothecated, donated, or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to the Corporation of a favorable opinion of the holder's counsel or
submission to the Corporation of such other evidence as may be reasonable satisfactory to counsel for the Corporation, to the effect that any such transfer shall not be in violation of the act and the
State Acts." 




        2.3    Conversion Right.    



        2.3.1    Determination of Amount.    In lieu of the payment of the Exercise Price in cash, the Holder shall have the
right (but not the obligation) to convert this Warrant, in whole or in part, into Common Stock ("Conversion Right"), as follows: upon exercise of the Conversion Right, the Company shall deliver to the
Holder (without payment by the Holder of any of the Exercise Price) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the
portion of the Warrant being converted at the time the Conversion Right is exercised by (y) the Market Price. The "Value" of the portion of the Warrant being converted shall equal the remainder
derived from subtracting (a) the Exercise Price multiplied by the number of shares of Common Stock being converted from (b) the Market Price of the Common Stock multiplied by the number
of shares of Common Stock being converted. As used herein, the term "Market Price" at any date shall be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such
reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding
three trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or
admitted to trading on any national securities exchange or if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by
the National Association of Securities Dealers, Inc. ("NASD") through the Nasdaq National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Common Stock is not
listed or admitted to trading on any of the foregoing markets, or similar organization, as determined in good faith by resolution of the Board of Directors of the Company, based on the best
information available to it. 


        2.3.2    Exercise of Conversion Right.    The Conversion Right may be exercised by the Holder on any business day on
or after the Commencement Date and not later than the Expiration Date by delivering the Warrant with a duly executed exercise form attached hereto with the conversion section completed to the Company,
exercising the Conversion Right and specifying the total number of shares of Common Stock the Holder will purchase pursuant to such conversion. 




3.     Transfer.  


        3.1    General Restrictions.    The registered Holder of this Warrant, by its acceptance hereof, agrees that it will
not sell, transfer or assign or hypothecate this Warrant to anyone except upon compliance with, or pursuant to exemptions from, applicable securities laws. In order to make any permitted assignment,
the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with this Warrant and payment of all transfer taxes, if any, payable in connection
therewith. The Company shall immediately transfer this Warrant on the books of the Company and shall execute and deliver a new Warrant or Warrants of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the aggregate number of shares of Common 


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Stock
purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. 


        3.2    Restrictions Imposed by the Securities Act.    This Warrant and the Securities underlying this Warrant shall
not be transferred unless and until (i) the Company has received the opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Act,
and applicable state law, the availability of which is established to the reasonable satisfaction of the Company, or (ii) a registration statement relating to such Securities has been filed by
the Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law. The Company agrees that an opinion offered by Andrew Hudders, currently a partner
of Graubard Miller, will be reasonably acceptable. 


4.     New Warrants to be Issued.  


        4.1    Partial Exercise or Transfer.    Subject to the restrictions in Section 3 hereof, this Warrant may be
exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Warrant for cancellation, together with the duly executed exercise or
assignment form and funds (or conversion equivalent) sufficient to pay any Exercise Price and/or transfer tax, the Company shall cause to be delivered to the Holder without charge a new Warrant of
like tenor to this Warrant in the name of the Holder evidencing the right of the Holder to purchase the aggregate number of shares of Common Stock and Warrants purchasable hereunder as to which this
Warrant has not been exercised or assigned. 


        4.2    Lost Certificate.    Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant and of reasonably satisfactory indemnification, the Company shall execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered as
a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company. 


5.     Registration Rights.  


        5.1    "Demand" Registration.    



        5.1.1    Grant of Right.    The Company, upon written demand ("Initial Demand Notice") of the Holder(s) of at least
51% of this Warrant and Warrants of the same tenor and/or the underlying shares of Common Stock and Warrants of the same tenor ("Majority Holders"), agrees to register on one occasion, all or any part
of this Warrant and the shares of Common Stock underlying this Warrant and Warrants of the same tenor (collectively, the "Registrable Securities"). On such occasion, the Company will file a
registration statement ("Demand Registration Statement") covering the Registrable Securities within 45 days after receipt of the Initial Demand Notice and use all commercially reasonable
efforts to have such registration statement declared effective promptly and expeditiously thereafter. Should the Demand Registration Statement or the effectiveness thereof be delayed by the Company,
the exercisability of the Purchase Options shall be extended for a period of time equal to the delay in registering the Registrable Securities provided, however, that such extension date shall not
extend beyond seven years from the Commencement Date. The demand for registration may be made at any
time during a period of six years beginning the Commencement Date. The Company covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) to all other
registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Initial Demand Notice. 



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        5.1.2    The
Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to the demand registration right, but the Holders shall pay
any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to
use all commercially reasonable efforts to qualify or register the Registrable Securities in such States as are reasonably requested by the Holder(s); provided, however, that in no event shall the
Company be required to register the Registrable Securities in a State in which such registration would cause (i) the Company to be obligated to register or license to do business in such State,
or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to
the demand rights granted under Section 5.1.1 to remain effective for a period of at least nine consecutive months from the date that the Holders of the Registrable Securities covered by the
Demand Registration Statement are first given the opportunity to sell all of such securities. 




        5.2    "Piggy-Back" Registration.    



        5.2.1    Grant of Right.    The Holders of this Warrant shall have the right for a period of six years from the
Commencement Date to include all the Registrable Securities as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by
Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any equivalent form), including those registration statements filed prior to the date hereof but which have
not yet been declared effective. To avoid any confusion, this "piggy-back" right applies to the registration statement that is to be filed in respect of certain investors for a private
placement consummated by the Company on or about the date of this Warrant, in which MDB Capital Group, LLC acted as finder/agent ("Investor Registration Statement"). 


        5.2.2    Terms.    The Company shall bear all fees and expenses attendant to registering the Registrable Securities
pursuant to this "piggy-back" registration right, including any filing fees payable to the National Association of Securities Dealers, Inc., but the Holders shall pay any and all
underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed
registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than twenty days written notice prior to the proposed date of filing of such registration
statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder.
The holders of the Registrable Securities shall exercise the "piggy-back" rights provided for herein by giving written notice, within twenty days of the receipt of the Company's notice of
its intention to file a registration statement; provided such notice shall not be required in respect of the Investor Registration Statement which will include the Registrable Securities. The
Company shall cause any registration statement filed pursuant to the above "piggy-back" rights to remain effective
until all Registrable Securities thereunder have been sold, or are freely saleable, without restriction, under an exemption from the registration requirements. 




        5.3    General Terms.    



        5.3.1    Indemnification.    



        (a)   The
Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and any underwriter or person deemed
to be an underwriter under the Act and each person, if any, who controls such Holders or underwriters or persons deemed to be underwriters 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 reasonable attorneys' fees and other
expenses reasonably incurred in investigating, preparing or defending against any claim 




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whatsoever)
to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement. The Holder(s) of the Registrable Securities to be sold
pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all
reasonable attorneys' fees and other 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 information furnished by or on behalf of such Holders, in writing, for specific inclusion in such registration statement. 


        (b)   If
any action is brought against a party hereto, ("Indemnified Party") in respect of which indemnity may be sought against the other party ("Indemnifying Party"), such
Indemnified Party shall promptly notify Indemnifying Party in writing of the institution of such action and Indemnifying Party shall assume the defense of such action, including the employment and
fees of counsel reasonably satisfactory to the Indemnified Party. Such Indemnified Party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party unless (i) the employment of such counsel shall have been authorized in writing by Indemnifying Party in connection with the defense of
such action, or (ii) Indemnifying Party shall not have employed counsel to defend such action, or (iii) such Indemnified Party shall have been advised by counsel that there may be one or
more legal defenses available to it which may result in a conflict between the Indemnified Party and Indemnifying Party (in which case Indemnifying Party shall not have the right to direct the defense
of such action on behalf of the Indemnified Party), in any of which events, the reasonable fees and expenses of not more than one additional firm of attorneys designated in writing by the Indemnified
Party shall be borne by Indemnifying Party. Notwithstanding anything to the contrary contained herein, if Indemnified Party shall assume the defense of such action as provided above, Indemnifying
Party shall not be liable for any settlement of any such action effected without its written consent. 


        (c)   If
the indemnification or reimbursement provided for hereunder is finally judicially determined by a court of competent jurisdiction to be unavailable to an Indemnified
Party (other than as a consequence of a final judicial determination of willful misconduct, bad faith or gross negligence of such Indemnified Party), then Indemnifying Party agrees, in lieu of
indemnifying such Indemnified Party, to contribute to the amount paid or payable by such Indemnified Party (i) in such proportion as is appropriate to reflect the relative benefits received, or
sought to be received, by Indemnifying Party on the one hand and by such Indemnified Party on the other or (ii) if (but only if) the allocation provided in clause (i) of this sentence is
not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of Indemnifying Party
and of such Indemnified Party; provided, however, that in no event shall the aggregate amount contributed by a Holder exceed the profit, if any, earned
by such Holder as a result of the exercise by him of the Warrants and the sale by him of the underlying shares of Common Stock. 



        (d)   The
rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or
otherwise. 




        5.3.2    Exercise of Warrants.    Nothing contained in this Warrant shall be construed as requiring the Holder(s) to
exercise their Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof. 



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        5.3.3    Documents Delivered to Holders.    The Company shall furnish to each Holder participating in any of the
foregoing offerings and to each Underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or Underwriter, of (i) an opinion of counsel to the Company, dated the
effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related
thereto), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date
of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in
each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings
of securities. The Company shall also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to the managing underwriter copies
of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration
statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it
deems reasonably necessary to comply with applicable securities laws or rules of the NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the
business of the Company with its officers and
independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request. 


        5.3.4    Damages.    The Company agrees that the Holder will suffer damages if the Company fails to fulfill its
obligations pursuant to Section 5.1 and 5.2 hereof in the circumstances set forth in this Section. 



        The
Company hereby agrees to pay liquidated damages ("Liquidated Damages") to Holder under the following circumstances: (a) if the Demand Registration Statement is not filed
within 45 days after receipt of the Initial Demand or the Investor Registration Statement is not filed by the Company on or prior to 90 days after the first closing date of that offering
(such an event, a "Filing Default"); (b) if the Investor Registration Statement is not declared effective by the SEC on or prior to September 1, 2004 (such an event, an "Effectiveness
Default"); or (c) if either the Demand Registration Statement or Investor Registration Statement (after its effectiveness date) ceases to be effective and available for any continuous period
that exceeds 30 days or for one or more period that exceeds in the aggregate 60 days in any 12-month period (such an event, a "Suspension Default" and together with a Filing
Default and an Effectiveness Default, a "Registration Default"). In the event of a Registration Default, the Company shall as Liquidated Damages pay to Investor, for each 30-day period of
a Registration Default, an amount in cash equal to 0.5% of the aggregate purchase price payable by the Holder pursuant to this Warrant for the underlying common stock up to a maximum of 10% of the
aggregate purchase price payable by the Holder pursuant to this Warrant for the underlying common stock, provided that Liquidated Damages in respect of a Suspension Default shall not be payable in
relation to any underlying shares of common stock not owned by the Investor at the time of the Suspension Default. The Company shall pay the Liquidated Damages as follows: (i) in connection
with a Filing Default, on the 31st day after the Initial Demand Notice or 91st day after the date which set the obligation to file the Investor Registration Statement, and each 30th day thereafter
until the respective registration statement is filed with the SEC; (ii) in connection with an Effectiveness Default, on September 1, 2004 and each 30th day thereafter until the
Registration Statement is declared effective by the SEC; or (iii) in connection with a Suspension Default, on either (x) the 31st 



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consecutive
day of any Suspension or (y) the 61st day (in the aggregate) of any Suspensions in any 12-month period, and each 30th day thereafter until the Suspension is terminated.
Notwithstanding the foregoing, all periods shall be tolled during delays directly caused by the action or inaction of any Holder, and the Company shall have no liability to any Holder in respect of
any such delay. The Liquidated Damages payable herein shall apply on a pro rata basis for any portion of a 30-day period of a Registration Default. 


        In
any other circumstance other than as provided for in the immediately preceding paragraph where the Company fails to observe its obligations under this Section 5, the Company
shall, in addition to any other equitable or other relief available to Holder(s), be liable for any and all incidental, special or consequential damages sustained by the Holder(s). 




6.     Adjustments.  



        6.1    Adjustments to Exercise Price and Number of Securities.    The Exercise Price and the number of shares of
Common Stock underlying this Warrant shall be subject to adjustment from time to time as hereinafter set forth: 



        6.1.1    Stock Dividends—Recapitalization, Reclassification, Split-Ups.    If, after the date
hereof, and subject to the provisions of Section 6.2 below, the number of outstanding shares of Common Stock is increased by a stock dividend on the Common Stock payable in shares of Common
Stock or by a split-up, recapitalization or reclassification of shares of Common Stock or other similar event, then, on the effective date thereof, the number of shares of Common Stock
issuable on exercise of this Warrant shall be increased in proportion to such increase in outstanding shares. 


        6.1.2    Aggregation of Shares.    If after the date hereof, and subject to the provisions of Section 6.2, the
number of outstanding shares of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then, upon the effective date thereof,
the number of shares of Common Stock issuable on exercise of this Warrant shall be decreased in proportion to such decrease in outstanding shares. 



        6.1.3    Adjustments in Exercise Price.    Whenever the number of shares of Common Stock purchasable upon the exercise
of this Warrant is adjusted, as provided in this Section 6.1, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise Price immediately prior to such adjustment
by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to such adjustment, and (y) the
denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 



        6.1.4    Replacement of Securities upon Reorganization, etc.    In case of any reclassification or reorganization of
the outstanding shares of Common Stock other than a change covered by Section 6.1.1 hereof or which solely affects the par value of such shares of Common Stock, or in the case of any merger or
consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification
or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the Holder of this Warrant shall have the right thereafter (until the expiration of the right of exercise of this Warrant) to receive
upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, by a Holder of the number of shares of Common
Stock of the Company obtainable upon 



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exercise
of this Warrant immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Sections 6.1.1 or 6.1.2, then such adjustment shall
be made pursuant to Sections 6.1.1, 6.1.2, 6.1.3 and this Section 6.1.4. The provisions of this Section 6.1.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. 


        6.1.5    Changes in Form of Warrant.    This form of Warrant need not be changed because of any change pursuant to
this Section, and Warrants issued after such change may state the same Exercise Price and the same number of shares of Common Stock and Warrants as are stated in the Warrants initially issued pursuant
to this Agreement. The acceptance by any Holder of the issuance of new Warrants reflecting a required or permissive change shall not be deemed to waive any rights to a prior adjustment or the
computation thereof. 




        6.2    Elimination of Fractional Interests.    The Company shall not be required to issue certificates representing
fractions of shares of Common Stock upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that
all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of shares of Common Stock or other securities, properties or rights. 



7.    Reservation and Listing.    The Company shall at all times reserve and keep available out of its authorized shares of Common
Stock, solely for the purpose of issuance upon exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise thereof.
The Company covenants and agrees that, upon exercise of the Warrants and payment of the Exercise Price therefor, all shares of Common Stock and other securities issuable upon such exercise shall be
duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder. As long as the Warrants shall be outstanding, the Company shall use all
commercially reasonable efforts to cause all shares of Common Stock issuable upon exercise of the Warrants to be listed (subject to official notice of issuance) on all securities
exchanges (or, if applicable on Nasdaq or OTC:BB) on which the Common Stock is then listed and/or quoted. 


8.    Certain Notice Requirements.


        8.1    Holder's Right to Receive Notice.    Nothing herein shall be construed as conferring upon the Holders the right
to vote or consent or to receive notice as a stockholder 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 Warrants and their exercise, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of
such event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution,
conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date
of the closing of the transfer books, as the case may be. 


        8.2    Events Requiring Notice.    The Company shall be required to give the notice described in this Section 8
upon one or more of the following events: (i) if 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, or (ii) 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 (iii) a merger or reorganization in which the Company is not the surviving party, or
(iv) 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
shall be proposed. 


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        8.3    Notice of Change in Exercise Price.    The Company shall, promptly after an event requiring a change in the
Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change ("Price Notice"). The Price Notice shall describe the event causing the change and the method of
calculating same and shall be certified as being true and accurate by the Company's President and Chief Financial Officer. 



        8.4    Transmittal of Notices.    All notices, requests, consents and other communications under this Warrant shall be
in writing and shall be deemed to have been duly made on the date of delivery if delivered personally or sent by overnight courier, with acknowledgment of receipt by the party to which notice is
given, or on the fifth day after mailing if mailed to the party to whom notice is to be given, by registered or certified mail, return receipt requested, postage prepaid and properly addressed as
follows: (i) if to the registered Holder of this Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to its principal executive
office. 


9.    Miscellaneous.


        9.1    Headings.    The headings contained herein are for the sole purpose of convenience of reference, and shall not
in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Warrant. 


        9.2    Entire Agreement.    This Warrant (together with the other agreements and documents being delivered pursuant to
or in connection with this Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the
parties, oral and written, with respect to the subject matter hereof. 


        9.3    Binding Effect.    This Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and
the Company and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect
of or by virtue of this Warrant or any provisions herein contained. 



        9.4    Governing Law; Submission to Jurisdiction.    This Warrant shall be governed by and construed and enforced in
accordance with the law of the State of California, without giving effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in
any way to this Warrant shall be brought and enforced in the courts of the State of California or of the United States of America located in the County of Los Angeles. California, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any
process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim and deemed served on the 10th
calendar day after mailing. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys' fees and
expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. 


        9.5    Waiver, Etc.    The failure of the Company or the Holder to at any time enforce any of the provisions of this
Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Warrant or any provision hereof or the right of the Company or any Holder
to thereafter enforce each and every provision of this Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Warrant shall be
effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. 


9







 



        IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as of the 15th day of April, 2004. 



	 	

	

 	

By:	
 	

/s/  SANFORD D. GREENBERG      
 Name: Sanford D. Greenberg

Title: Chief Executive Officer





Form
to be used to exercise Warrant: 



	
	 	 
	

	
 	

 
	

	
 	

 





Date:                        ,
20            


        The
undersigned hereby elects irrevocably to exercise the within Warrant and to purchase            shares of Common Stock
of                        and hereby makes payment of
$                        (at the rate of
$                        per share of Common Stock) in payment of the Exercise Price pursuant thereto. Please issue the Common
Stock as to which this Warrant is exercised in
accordance with the instructions given below. 


        or



        The
undersigned hereby elects irrevocably to convert its right to purchase                        shares of Common Stock purchasable
under the within Warrant into                        shares of Common
Stock of                        (based on a "Market Price" of
$            per share of Common Stock). Please issue the Common Stock in accordance with the instructions given below.
 



	 	 	
 Signature
	

 Signature Guaranteed	
 	

 





        NOTICE: The signature to this form must correspond with the name as written upon the face of the within Warrant in every particular without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities
exchange.


INSTRUCTIONS FOR REGISTRATION OF SECURITIES  



	

Name	
 	

 
 (Print in Block Letters)
	

Address	
 	

 





10







 

Form
to be used to assign Warrant: 


ASSIGNMENT  


        (To be executed by the registered Holder to effect a transfer of the within Warrant): 


        FOR
VALUE RECEIVED,                        does hereby sell, assign and transfer
unto                        the right to
purchase                        shares of Common Stock
of                        ("Company")
evidenced by the within Warrant and does hereby authorize the Company to transfer such right on the books of the Company. 


Dated:                                ,
20            



	 	 	
 Signature





        NOTICE: The signature to this form must correspond with the name as written upon the face of the within Warrant in every particular without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities
exchange.


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QuickLinks


WARRANT For the Purchase of 237,796 Shares of Common Stock of VitaCube Systems Holdings, Inc.