EXHIBIT 4.38.1 

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATIONUNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALLBE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTIONTHAT IS AN “ACCREDITED INVESTOR” AS THAT TERM IS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. 

**Warrant No. 6**

**COMMON STOCK PURCHASE WARRANT**

To Purchase 324,500 Shares of Common Stock of 

**SYNOVA HEALTHCARE GROUP, INC.**

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Galt Industries, Inc., aDelaware corporation (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 12, 2007 (the “Initial ExerciseDate”) and on or prior to the close of business on January 12, 2012 (the “Termination Date”) but not thereafter, to subscribe for and purchase from, Synova Healthcare Group, Inc. (the “Company”), up to324,500 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to theExercise Price, as defined in Section 2(b). 

Section 1. Definitions. Capitalized terms used and not otherwisedefined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of January 12, 2007, among the Company and the purchasers signatory thereto. 

Section 2. Exercise. 

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the TerminationDate by delivery to the Company of a 

duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice inwriting to the registered Holder at the address of such Holder appearing on the books of the Company); and, within 3 Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of theaggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrantto the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within 3 Trading Days ofthe date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstandingnumber of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.The Company shall deliver any objection to any Notice of Exercise Form within 2 Trading Days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence ofmanifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Sharesavailable for purchase hereunder at any given time may be less than the amount stated on the face hereof. 

b) ExercisePrice. The exercise price per share of the Common Stock under this Warrant shall be $1.00, subject to adjustment hereunder (the “Exercise Price”). 

c) Cashless Exercise. If at any time after the date of issuance of this Warrant there is no effective Registration Statementregistering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive acertificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: 

 
 (A)= the daily volume weighted average price of the Common Stock (as reported by Bloomberg, L.P.) (“VWAP”) for the five Trading Days immediately preceding the date ofsuch election; 
 
 (B)= the Exercise Price of this Warrant, as adjusted; and 
 
 (X)= the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.
 

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Notwithstanding anything herein to the contrary, on the Termination Date, this Warrantshall be automatically exercised via cashless exercise pursuant to this Section 2(c). 

 
 d)Intentionally omitted. 
 
 e)Mechanics of Exercise. 
i.Authorization of Warrant Shares. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, beduly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with suchissue). 

ii. Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall betransmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if theCompany is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of thisWarrant (if required) and payment of the aggregate Exercise Price as set forth above (if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date theExercise Notice is delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes,as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and any taxes required to be paid by the Holder by the proviso of Section 2(e)(viii) below have been paid.

iii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall,at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase theunpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. 

iv. Rescission Rights. If the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the 

 

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Warrant Shares pursuant to this Section 2(e)(ii) by the Warrant Share Delivery Date (a “Delivery Failure”), then the Holder will havethe right to rescind such exercise at any time prior to delivery of such certificate(s). The Company shall, within two Trading Days, notify the Holder and the holders of each of the other warrants issued under the Purchase Agreement should aDelivery Failure occur with respect to the Warrant or any other such warrant. 

v. Buy-In. If after a DeliveryFailure occurs and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holderanticipated receiving upon such exercise (a “**Buy-In**”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for theshares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bidprice of the Common Stock on the Exercise Date and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the numberof shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respectof the Buy-In. 

vi. Liquidated Damages. Upon a Delivery Failure, then the Company shall pay the Holder damages foreach Trading Day of such Conversion Failure in an amount equal to 1.5% of the product of (A) the sum of the number of Warrant Shares not issued to the Holder on or prior to third (3rd) Trading Day after the Conversion Date and to which theHolder is entitled, and (B) the Closing Price of the Common Stock on such date. 

vii. No Fractional Shares orScrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall atits election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share. 

viii. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for anyissue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the 

 

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Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed bythe Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. 

ix. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof. 

Section 3. Certain Adjustments. 

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock orany other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (B) subdivides outstandingshares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues by reclassification of shares of the CommonStock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediatelybefore such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted. Any adjustmentmade pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective datein the case of a subdivision, combination or re-classification. 

b) Subsequent Equity Sales. 

i. While any portion of this Warrant is outstanding, if the Company issues any shares of Common Stock, or the Company or any subsidiarythereof issues any Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at a price per share less than the Exercise Price (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whetherby operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, be entitled to receive shares of Common Stockat a price less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price), then, in each 

 

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case the Exercise Price shall be reduced to mirror such lower price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents areissued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalent subject to this section, indicating therein the applicable issuance price, or of theapplicable reset price, exchange price, conversion price and other pricing terms. 

ii. If, at any time while this Warrantis outstanding, the Company or any subsidiary thereof issues Common Stock Equivalents at a price per share that floats or resets or otherwise varies or is subject to adjustment based on market prices of the Common Stock (a “Floating PriceSecurity”), then for purposes of applying the preceding paragraph in connection with any subsequent exercise, the Exercise Price will be determined separately on each date the Warrant is exercised (the “Exercise Date”) andwill be deemed to equal the lowest price per share at which any holder of such Floating Price Security is entitled to acquire shares of Common Stock on or prior to such Exercise Date (regardless of whether any such holder actually acquires anyshares on such date). 

iii. Notwithstanding the foregoing, no adjustment will be made under this Section 3(b) as aresult of an Exempt Issuance. An “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any employment agreement, equity incentive plan or optionplan approved by stockholders of the Company or duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose,(b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of thisAgreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of any such securities, and (c) securitiesissued pursuant to the Allendale Acquisition Agreement. 

iv. Simultaneously with any adjustment to the Exercise Pricepursuant to this Section 3(b), the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder forthe adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment. 

c) Subsequent Rights Offerings. If the Company, at any time while the Warrant is outstanding, shall issue any rights, options or warrants to all holders of 

 

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Common Stock (and not to the Holder) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP at the recorddate mentioned below, then the Exercise Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additionalshares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregateoffering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever suchrights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. 

d) Pro Rata Distributions. If the Company, at any time prior to the Termination Date, shall distribute to all holders of CommonStock (and not to the Holder of the Warrant) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock, then in each such case the ExercisePrice shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAPdetermined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness sodistributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidencesof indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

e) Fundamental Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects anymerger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether bythe Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stockor any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequentexercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder,(a) upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “AlternateConsideration”) receivable upon or as a result of such reorganization, reclassification, 

 

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merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior tosuch event or (b) cash equal to the value of this Warrant as determined in accordance with the Black-Scholes option pricing formula. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted toapply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the AlternateConsideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a FundamentalTransaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, anysuccessor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into AlternateConsideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3(e) and insuring that thisWarrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. 

f) Change of Control. Upon the occurrence or entering into by the Company or any subsidiary, or consummation of, any Change of Control, then, the Holder shall have the right to receive, for each Warrant Sharethat would have been issuable upon such exercise immediately prior to the occurrence of such Change of Control, at the option of the Holder, (a) upon exercise of the Warrant, the number of shares of common stock of the successor or acquiringcorporation or of the Company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by an Investor of the numberof shares of Common Stock for which the Warrant is exercisable immediately prior to such event or (b) cash equal to the value of the Warrant as determined in accordance with the Black-Scholes option pricing formula. 

g) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, asthe case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued andoutstanding. 

h) Notice to Holders. 

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, theCompany shall promptly mail to each Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. 

 

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ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare adividend (or any other distribution in whatever form) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to allholders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassificationof the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into othersecurities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be mailed to the Holder at its lastaddress as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for thepurpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrantsare to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock ofrecord shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail suchnotice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder will be entitled to exercise this Warrant during the 20-day period commencing on thedate of such notice to the effective date of the event triggering such notice, provided that this Warrant is otherwise exercisable. 

Section 4. Transfer of Warrant. 

a) Transferability. Subject to compliance with anyapplicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights)are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by theHolder or its agent or attorney. Upon such surrender the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, andshall issue to the assignor a new Warrant evidencing the portion of this Warrant not 

 

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so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of WarrantShares without having a new Warrant issued. 

b) New Warrants. This Warrant may be divided or combined with otherWarrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject tocompliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined inaccordance with such notice. 

c) Warrant Register. The Company shall register this Warrant, upon records to bemaintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof forthe purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. 

d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effectiveregistration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be,furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under theSecurities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company a written certification that warrants that it is acquiring the Warrants for its own account and notwith a view to public distribution and as to the substance of the matters described in Section 3.2(e) of the Purchase Agreement, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2),(a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. 

Section 5. Miscellaneous. 

a) No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof as set forth inSection 2(e)(ii). 

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receiptby the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or securityreasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock 

 

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certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu ofsuch Warrant or stock certificate. 

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the takingof any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day. 

d) Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorizedand unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitutefull authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will takeall such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may belisted. 

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including,without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance orperformance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forthin this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increasein par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commerciallyreasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. 

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or inthe Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. 

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall bedetermined in accordance with the provisions of the Purchase Agreement. 

 

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f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon theexercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. 

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies,notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shallpay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuanthereto or in otherwise enforcing any of its rights, powers or remedies hereunder. 

h) Notices. Any notice, request orother document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement. 

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant topurchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted bythe Company or by creditors of the Company. 

j) Remedies. Holder, in addition to being entitled to exercise allrights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breachby it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate. 

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced herebyshall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrantand shall be enforceable by any such Holder or holder of Warrant Shares. 

l) Amendment. This Warrant may be modifiedor amended or the provisions hereof waived with the written consent of the Company and the Holder. 

m) Severability.Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provisionshall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant. 

 

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n) Headings. The headings used in this Warrant are for the convenience ofreference only and shall not, for any purpose, be deemed a part of this Warrant. 

******************** 

 

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto dulyauthorized. 

Dated: January 12, 2007 

 
**SYNOVA HEALTHCARE GROUP, INC.**By: /s/ Stephen E. KingName: Stephen E. KingTitle: Chairman and Chief Executive Officer
 

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**NOTICE OF EXERCISE OF COMMON STOCK WARRANT**

TO: SYNOVA HEALTHCARE GROUP, INC. 

(1) The undersignedhereby elects to purchase                      Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercisedin full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. 

(2) Paymentshall take the form of (check applicable box): 

 
  ̈in lawful money of the United States; or 
 
  ̈[if permitted] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respectto the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c). 
(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below: 

 
______________________________
The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of acertificate to: 

 
__________________________________________________________________________________________
(4) Accredited Investor. The undersigned is an “accredited investor” as definedin Regulation D promulgated under the Securities Act of 1933, as amended. 

 
[SIGNATURE OF HOLDER]Name of InvestingEntity:                                                                                                                                                                                                               *Signature of Authorized Signatory of InvestingEntity:                                                                                                                                                          *Name of AuthorizedSignatory:                                                                                                                                                                                                     Title of AuthorizedSignatory:                                                                                                                                                                                                        Date:                                                                                                                                                                                                                                                       
 

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**ASSIGNMENT FORM**

(To assign the foregoing warrant, execute 

this form and supply required information. 

Do not use this form to exercise the warrant.) 

FOR VALUE RECEIVED, [            ] all of or[                    ] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to 

                                                                                                                                                         whose address is 

                                                                                                                                                                                              . 

                                                                                                                                                                                                                                                       

Dated:                    ,             

 
Holder’s Signature:                                                    
 
Holder’s Address:                                                      
 
                                                                                                                                                                                                                                                          
 
Signature Guaranteed:                                                                                                                                                                                                                      
NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of theWarrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence ofauthority to assign the foregoing Warrant. 

 

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