Unassociated Document


    THIS
      WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY
      APPLICABLE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
      HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER SUCH STATE SECURITIES
      LAWS OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY
      THAT
      SUCH REGISTRATION AND/OR QUALIFICATION IS NOT REQUIRED.

     

    ETERNAL
      ENERGY CORP.

     

    WARRANT
      TO PURCHASE SHARES OF COMMON STOCK

     

     

    
      	 No.
              __________________________________
              	
                                                 
                ,  2006

            


    

     

    THIS
      CERTIFIES THAT,
      for
      value received, _______________, a _______________ (the “Investor”),
      or
      Investor’s assigns (Investor and Investor’s assigns being the “Holder”),
      is
      entitled to subscribe for and purchase at any time during the Exercise Period
      from Eternal Energy Corp., a Nevada corporation, with its principal office
      located at 2120 West Littleton Blvd., Suite 300, Littleton, Colorado
      80120 (the
      “Company”),
      a
      number of shares of Common Stock equal to the Share Number at a per share price
      equal to the Exercise Price in effect at such time. This Warrant is issued
      in
      conjunction with the shares of the Company’s Common Stock issued pursuant to the
      Subscription Agreement dated as of _________ ___, 2006 by and between the
      Company and the Investor. 

     

    1.  DEFINITIONS.
      As used
      herein, the following terms shall have the following respective
      meanings:

     

            (a)  “Aggregate
      Warrant Price” shall mean the dollar value obtained by multiplying $1.00 by
      ________.

     

            (b)  “Common
      Stock” shall mean the common stock of the Company.

     

            (c)  “Exercise
      Period” shall mean the period commencing on the original date of issuance of
      this Warrant and ending on the second anniversary of the date
      hereof.

     

            (d)  “Exercise
      Price” shall mean $1.00 per share of Common Stock.

     

            (e)  “Exercise
      Shares” shall mean any Common Stock acquired upon exercise of this
      Warrant.

     

            (f)  “Share
      Number”, at any time, shall mean (i) the Aggregate Warrant Price minus the
      aggregate exercise price previously paid upon exercise of this Warrant, divided
      by (ii) the Exercise Price then in effect.

     

    2.  EXERCISE
      OF WARRANT.

     

    2.1  General;
      Exercise of Warrant.

     

            (a)  The
      rights represented by this Warrant may be exercised as a whole or in part at
      any
      time during the Exercise Period, by delivery of the following to the Company
      at
      its address set forth above (or at such other address as it may designate by
      notice in writing to the Holder):

     

                (i)  An
      executed Notice of Exercise in the form attached hereto;

     

                (ii)  Payment
      of the Exercise Price either in cash or by check; and

     

                (iii)  This
      Warrant.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

            (b)  Upon
      the
      exercise of the rights represented by this Warrant, a certificate or
      certificates for the Exercise Shares so purchased, registered in the name of
      the
      Holder or persons affiliated with the Holder, if the Holder so designates (and
      such designation is in compliance with applicable securities laws and any
      shareholders, investor rights or similar agreement), shall be issued and
      delivered to the Holder as promptly as practicable after the rights represented
      by this Warrant shall have been so exercised.

     

            (c)  The
      person in whose name any certificate or certificates for Exercise Shares are
      to
      be issued upon exercise of this Warrant shall be deemed to have become the
      holder of record of such shares on the date on which this Warrant was
      surrendered and payment of the Exercise Price was made, irrespective of the
      date
      of delivery of such certificate or certificates, except that, if the date of
      such surrender and payment is a date when the stock transfer books of the
      Company are closed, such person shall be deemed to have become the holder of
      such shares at the close of business on the next succeeding date on which the
      stock transfer books are open.

     

    2.2  Net
      Issue
      Exercise.

     

            (a)  In
      lieu
      of paying the Exercise Price in cash or by check as provided in Section 2.1,
      the
      Holder may elect a “Net Issue Exercise” pursuant to which the Holder will
      receive Exercise Shares equal to the value (as determined below) of this Warrant
      (or the portion thereof being exercised) by surrender of this Warrant at the
      principal office of the Company together with an executed Notice of Exercise
      in
      the form attached hereto in which event the Company shall issue to the Holder
      a
      number of Exercise Shares computed using the following formula:

     

                            X
      =
 Y
      (A-B)

     
A

                Where

     

    X
      = 
the number of Exercise Shares to be issued to the Holder;

     

    Y
      = 
the number of Exercise Shares purchasable under the Warrant or, if only a
      portion of the Warrant is being exercised, the portion of the Warrant being
      exercised (at the date of such exercise);

     

    A
      = 
the Fair Market Value of one share of the Company’s Common Stock (at the date of
      such exercise); and

     

    B
      = 
the Exercise Price (as adjusted to the date of such exercise).

     

            (b)  For
      purposes of the above calculation, “Fair Market Value” shall be determined as
      follows:

     

                (i)  If
      the
      Common Stock is listed on any established stock exchange or a national market
      system, including, without limitation, The Nasdaq Stock Market’s National
      Market, the Fair Market Value of a share of Common Stock will be the average
      closing sales price for such stock (or the closing bid, if no sales are
      reported) as quoted on that system or exchange (or the system or exchange with
      the greatest volume of trading in Common Stock), over the five (5) trading
      day
      period ending on the trading day immediately preceding the day the Warrant
      is
      being exercised, as reported in the Wall Street Journal or any other source
      the
      Company considers reliable.

     

                (ii)  If
      the
      Common Stock is quoted on The Nasdaq Stock Market (but
      not
      on The Nasdaq Stock Market’s National Market) or is regularly quoted elsewhere
      by recognized securities dealers but selling prices are not reported, the Fair
      Market Value of a share of Common Stock will be the average mean between the
      high bid and low asked prices for the Common Stock over the five (5) trading
      day
      period ending on the trading day immediately preceding the day the Warrant
      is
      being exercised, as reported in the Wall Street Journal or any other source
      the
      Company considers reliable.

     

                (iii)  If
      the
      Common Stock is not traded as set forth above, the Fair Market Value will be
      determined in good faith by the Board of Directors of the Company.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

            (c)  If
      this
      Warrant is not exercised in full by a Net Issue Exercise, then, the “Share
      Number” in effect immediately after such partial exercise shall be appropriately
      adjusted to take into account the effect of the Net Issue Exercise.

     

    3.  COVENANTS
      OF THE COMPANY.

     

    3.1  Covenants
      as to Exercise Shares.
      The
      Company covenants and agrees that all Exercise Shares that may be issued upon
      the exercise of the rights represented by this Warrant will, upon issuance,
      be
      validly issued and outstanding, fully paid and nonassessable, and free from
      all
      taxes, liens and charges with respect to the issuance thereof. The Company
      further covenants and agrees that the Company will at all times during the
      Exercise Period have authorized and reserved, free from preemptive rights,
      a
      sufficient number of shares of its Common Stock to provide for the exercise
      of
      the rights represented by this Warrant. If at any time during the Exercise
      Period the number of authorized but unissued shares of Common Stock shall not
      be
      sufficient to permit exercise of this Warrant, the Company will take such
      corporate action as may, in the opinion of its counsel, be necessary to increase
      its authorized but unissued shares of Common Stock to such number of shares
      as
      shall be sufficient for such purposes.

     

    3.2  No
      Impairment.
      Except
      and to the extent as waived or consented to by the Holder, the Company will
      not,
      by amendment of its Articles 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
      or performance of any of the terms to be observed or performed hereunder by
      the
      Company, but will at all times in good faith assist in the carrying out of
      all
      the provisions of this Warrant and in the taking of all such action as may
      be
      necessary or appropriate in order to protect the exercise rights of the Holder
      against impairment.

     

    3.3  Notices
      of Record Date.
      In the
      event of any taking by the Company of a record of the holders of any class
      of
      securities for the purpose of determining the holders thereof who are entitled
      to receive any dividend (other than a cash dividend which is the same as cash
      dividends paid in previous quarters) or other distribution, the Company shall
      mail to the Holder, at least ten (10) days prior to the date specified herein,
      a
      notice specifying the date on which any such record is to be taken for the
      purpose of such dividend or distribution.

     

    4.  REPRESENTATIONS
      OF HOLDER.

     

    4.1  Acquisition
      of Warrant for Personal Account.
      The
      Holder represents and warrants that it is acquiring the Warrant and any shares
      of capital stock issued or issuable upon exercise or conversion of the Warrant
      for investment purposes only and not with a view to or for resale in connection
      with any distribution or public offering thereof within the meaning of the
      Act
      (as defined below). The Holder also represents that the entire legal and
      beneficial interests of the Warrant and Exercise Shares the Holder is acquiring
      is being acquired for, and will be held for, the account of the Holder only.
      

     

    4.2  Accredited
      Investor Status.
      The
      Holder represents and warrants that it is an “accredited investor” as such term
      is defined in Rule 501 under the Securities Act of 1933, as amended (the
“Act”).
      The
      Holder shall provide the Company with such additional information as the Company
      may reasonably request with respect to the Holder’s status as an “accredited
      investor.”

     

    4.3  Securities
      Are Not Registered.

     

            (a)  The
      Holder understands that the Warrant and the Exercise Shares have not been
      registered under the Act, on the basis that no distribution or public offering
      of the stock of the Company is to be effected, or registered or qualified under
      any applicable state securities laws. The Holder realizes that the basis for
      the
      exemption may not be present if, notwithstanding its representations, the Holder
      has a present intention of acquiring the securities for a fixed or determinable
      period in the future, selling (in connection with a distribution or otherwise),
      granting any participation in, or otherwise distributing the securities. The
      Holder has no such present intention.

     

            (b)  The
      Holder recognizes that the Warrant and the Exercise Shares must be held
      indefinitely unless they are subsequently registered under the Act or an
      exemption from such registration is available. Except as otherwise agreed by
      the
      Company in the Registration Rights Agreement (the form of which is attached
      hereto as Exhibit 4.3(b)), the Company has no obligation to register the Warrant
      or the Exercise Shares of the Company, or to comply with any exemption from
      such
      registration.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

            (c)  The
      Holder is aware that neither the Warrant nor the Exercise Shares may be sold
      pursuant to Rule 144 adopted under the Act unless certain conditions are met,
      including, among other things, the existence of a public market for the shares,
      the availability of certain current public information about the Company, the
      resale following the required holding period under Rule 144 and the number
      of
      shares being sold during any three (3) month period not exceeding specified
      limitations. For so long as the Warrants are outstanding and for the two-year
      period thereafter, the Company will use its best efforts to satisfy these
      conditions.

     

            (d)  The
      Holder is aware of the Company’s business affairs and financial condition and
      has acquired sufficient information about the Company, including the letter
      of
      intention executed by Clearant, at or about the date of this Warrant, which
      that
      is deemed to relate to the Company, to reach an informed and knowledgeable
      decision regarding its investment in the Company. The Holder is experienced
      in
      making investments of this type and has such knowledge and background in
      financial and business matters that the Holder is capable of evaluating the
      merits and risks of this investment and protecting its own interests. The Holder
      has had an opportunity to ask questions of, and receive answers from, the
      Company and its officers and employees regarding the business, financial affairs
      and other aspects of the Company, and has further had the opportunity to obtain
      information (to the extent the Company possesses or can acquire such information
      without unreasonable effort or expense) which the Holder deems necessary to
      evaluate an investment in the Company and to verify the accuracy of information
      otherwise provided to the Holder.

     

    4.4  Disposition
      of Warrant and Exercise Shares.

     

            (a)  Except
      for transfers by the Holder to its affiliates in compliance with all applicable
      securities laws, the Holder further agrees not to make any disposition of all
      or
      any part of the Warrant or Exercise Shares in any event unless and
      until:

     

                (i)  The
      Company shall have received a letter secured by the Holder from the Securities
      and Exchange Commission stating that no action will be recommended to the
      Commission with respect to the proposed disposition; or

     

                (ii)  There
      is
      then in effect a registration statement under the Act covering such proposed
      disposition and such disposition is made in accordance with said registration
      statement; or

     

                (iii)  The
      Holder shall have shall have furnished the Company with an opinion of counsel,
      reasonably satisfactory to the Company, for the Holder to the effect that such
      disposition will not require registration of such Warrant or Exercise Shares
      under the Act or any applicable state securities laws.

     

            (b)  The
      Holder understands and agrees that all certificates evidencing the Exercise
      Shares to be issued to the Holder may bear the following legend (in addition
      to
      any legend required under applicable state securities laws, the Company’s
      Bylaws, or as provided elsewhere in this Warrant):

     

            THESE
      SECURITIES HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) OR QUALIFIED UNDER ANY APPLICABLE SECURITIES LAWS. THEY MAY
      NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE
      ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
      QUALIFICATION UNDER SUCH STATE SECURITIES LAWS OR AN OPINION OF COUNSEL OR
      OTHER
      EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND/OR QUALIFICATION
      IS NOT REQUIRED.

     

    5.  ADJUSTMENTS
      AND NOTICES.
      The
      Exercise Price and the number of Exercise Shares issuable upon exercise of
      this
      Warrant shall be subject to adjustment from time to time in accordance with
      this
      Section 5.

     

    5.1  Subdivision,
      Stock Dividends or Combinations.
      In case
      the Company shall at any time after the commencement of the Exercise Period
      subdivide the outstanding Common Stock or shall issue a stock dividend with
      respect to the Common Stock, the Exercise Price in effect immediately prior
      to
      such subdivision or the issuance of such dividend shall be proportionately
      decreased, and in case the Company shall at any time after the commencement
      of
      the Exercise Period combine the outstanding shares of Common Stock, the Exercise
      Price in effect immediately prior to such combination shall be proportionately
      increased, in each case effective at the close of business on the date of such
      subdivision, dividend or combination, as the case may be.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    5.2  Reclassification,
      Exchange, Substitution, In-Kind Distribution.
      Upon
      any reclassification, exchange, substitution or other event after the
      commencement of the Exercise Period that results in a change of the number
      and/or class of the securities issuable upon exercise or conversion of this
      Warrant or upon the payment after the commencement of the Exercise Period of
      a
      dividend in securities or property other than shares of Common Stock, the Holder
      shall be entitled to receive, upon exercise or conversion of this Warrant,
      the
      number and kind of securities and property that Holder would have received
      if
      this Warrant had been exercised or converted immediately before the record
      date
      for such reclassification, exchange, substitution, or other event or immediately
      prior to the record date for such dividend. The Company or its successor shall
      promptly issue to Holder a new warrant for such new securities or other
      property. The new warrant shall provide for adjustments which shall be as nearly
      equivalent as may be practicable to the adjustments provided for in this Section
      5 including, without limitation, adjustments to the Warrant Price and to the
      number of securities or property issuable upon exercise or conversion of the
      new
      warrant. The provisions of this Section 5.2 shall similarly apply to successive
      reclassifications, exchanges, substitutions, or other events and successive
      dividends.

     

    5.3  Consolidation,
      Merger, Sale and the Like.
      In case
      of any (i) merger or consolidation of the Company into or with another
      corporation where the Company is not the surviving corporation (but including
      a
      merger for the purpose of reincorporating in a new domicile) (ii) sale, transfer
      or lease (but not including a transfer or lease by pledge or mortgage to a
      bona
      fide lender) of all or substantially all of the assets of the Company or
      (iii) sale by the Company’s shareholders of 50% or more of the Company’s
      outstanding securities in one or more related transactions, the Company, or
      such
      successor or purchasing corporation, as the case may be, shall duly execute
      and
      deliver to the Holder hereof a new warrant so that the Holder shall have the
      right to receive upon exercise or conversion of the unexercised or unconverted
      portion of this Warrant, at a total purchase price not to exceed that payable
      upon the exercise or conversion of the unexercised or unconverted portion of
      this Warrant, and in lieu of shares of Common Stock theretofore issuable upon
      exercise or conversion of this Warrant, the kind and amount of shares of stock,
      or other securities, money and other property in lieu of such shares of stock,
      receivable upon or as a result of such reorganization, merger or sale by a
      holder of the number of shares of Common Stock for which this Warrant is
      exercisable or convertible immediately prior to such event. Such new warrant
      shall provide for adjustments that shall be as nearly equivalent as may be
      practicable to the adjustments provided for in this Section 5. The provisions
      of
      this Section 5.3 shall similarly apply to successive reorganizations,
      mergers, and sales.

     

    5.4  In
      each
      case of an adjustment or readjustment of the Exercise Price pursuant to this
      Section 5, the Company, at its expense, shall compute such adjustment or
      readjustment in accordance with the provisions hereof and prepare a certificate
      showing such adjustment or readjustment, and shall mail such certificate, by
      first class mail, postage prepaid, to the Holder at the Holder’s address as
      shown in the Company’s books. The certificate shall set forth such adjustment or
      readjustment, showing in reasonable detail the facts upon which such adjustment
      or readjustment is based, including a statement of , if applicable, the type
      and
      amount, if any, of other property which at the time would be received upon
      exercise of this Warrant.

     

    6.  FRACTIONAL
      SHARES.
      No
      fractional shares shall be issued upon the exercise of this Warrant as a
      consequence of any adjustment pursuant hereto. All Exercise Shares (including
      fractions) issuable upon exercise of this Warrant may be aggregated for purposes
      of determining whether the exercise would result in the issuance of any
      fractional share. No payments shall be made by the Company in respect of any
      fractional shares otherwise issuable pursuant to this Warrant.

     

    7.  NO
      SHAREHOLDER RIGHTS.
      This
      Warrant in and of itself shall not entitle the Holder to any voting rights
      or
      other rights as a shareholder of the Company.

     

    8.  TRANSFER
      OF WARRANT.
      Subject
      to applicable laws, the restriction on transfer set forth on the first page
      of
      this Warrant and in Section 4.4 and the terms of any applicable shareholders,
      investor rights or similar agreement, this Warrant and all rights hereunder
      are
      transferable, by the Holder in person or by duly authorized attorney, upon
      delivery of this Warrant and the form of assignment attached hereto to any
      transferee designated by Holder, provided that the transferee shall have signed
      an investment letter in form and substance satisfactory to the Company and
      agreed to be bound by the provisions of this Warrant. Notwithstanding anything
      to the contrary, no partial transfer of this Warrant shall be
      permitted.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    9.  LOST,
      STOLEN, MUTILATED OR DESTROYED WARRANT.
      If this
      Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms
      as to indemnity or otherwise as it may reasonably impose (which shall, in the
      case of a mutilated Warrant, include the surrender thereof), issue a new Warrant
      of like denomination and tenor as the Warrant so lost, stolen, mutilated or
      destroyed. Any such new Warrant shall constitute an original contractual
      obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
      or destroyed Warrant shall be at any time enforceable by anyone.

     

    10.  NOTICES,
      ETC.
      All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be sent by express mail or other form of rapid communications,
      if possible, and if not then such notice or communication shall be mailed by
      first-class mail, postage prepaid, addressed in each case to the party entitled
      thereto at the following addresses: (a) if to the Company, to Eternal Energy
      Corp., Attention: Chief Executive Officer, 2120
      West
      Littleton Blvd., Suite 300, Littleton, Colorado 80120,
      and (b)
      if to the Holder, to such address as originally furnished to the Company by
      the
      Holder, or at such other address as one party may furnish to the other in
      writing. Notice shall be deemed effective on the date dispatched if by personal
      delivery, two days after mailing if by express mail, or three days after mailing
      if by first-class mail.

     

    11.  AMENDMENT.
      This
      Warrant may be amended or otherwise modified only by a writing signed by the
      Company and the Holder.

     

    12.  ACCEPTANCE.
      Receipt
      of this Warrant by the Holder shall constitute acceptance of and agreement
      to
      all of the terms and conditions contained herein.

     

    13.  GOVERNING
      LAW.
      This
      Warrant and all rights, obligations and liabilities hereunder shall be governed
      by the internal laws of the State of Nevada.

     

    [NEXT
      PAGE IS SIGNATURE PAGE]

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
      duly
      authorized officer as of the date first written above.

     

    
      	 	 	 
	 	ETERNAL
              ENERGY CORP.,
              a
              Nevada corporation
	 
 	 
 	 
 
	 	By:  	/s/
	 	
              
Name:                
	 	
              Title:                 

            


    

     

    
 

     

    ATTEST:

     

                                                         


     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    NOTICE
      OF EXERCISE

     

    TO:
      ETERNAL ENERGY CORP.

     

    1.  The
      undersigned hereby elects to purchase ________ shares of the Common Stock of
      Eternal Energy Corp. (the “Company”),
      pursuant to the terms of the attached Warrant, and tenders herewith payment
      of
      the exercise price in full pursuant to the terms of Section 2.1 of the
      attached Warrant, or
      by net
      issue exercise pursuant to the terms of Section 2.2 of the attached
      Warrant,
      together
      with all applicable transfer taxes, if any.

     

    2.  Please
      issue a certificate or certificates representing said shares of Common Stock
      in
      the name of the undersigned or in such other name as is specified
      below:

     

    
      	                    	 
	Name	 
	                    	 
	                    	 
	(Address)	 
	 	 


    

     

    3.  The
      undersigned represents that (i) the aforesaid shares of Common Stock are being
      acquired for the account of the undersigned for investment purposes only and
      not
      with a view to, or for resale in connection with, the distribution thereof
      and
      that the undersigned has no present intention of distributing or reselling
      such
      shares; (ii) the undersigned is aware of the Company’s business affairs and
      financial condition, and has acquired sufficient information about the Company
      to reach an informed and knowledgeable decision regarding its investment in
      the
      Company; (iii) the undersigned is experienced in making investments of this
      type
      and has such knowledge and background in financial and business matters that
      the
      undersigned is capable of evaluating the merits and risks of this investment
      and
      protecting the undersigned’s own interests; (iv) the undersigned is an
“accredited investor” as defined in Rule 501 under the Securities Act of 1933,
      as amended (the “Securities
      Act”),
      (v)
      the undersigned understands that the shares of Common Stock issuable upon
      exercise of this Warrant have not been registered under the Securities Act
      by
      reason of a specific exemption from the registration provisions of the
      Securities Act, which exemption depends upon, among other things, the bona
      fide
      nature of the investment intent as expressed herein, and, because such
      securities have not been registered under the Securities Act, they must be
      held
      indefinitely unless subsequently registered under the Securities Act or an
      exemption from such registration is available; (vi) the undersigned is aware
      that the aforesaid shares of Common Stock may not be sold pursuant to Rule
      144
      adopted under the Securities Act unless certain conditions are met and until
      the
      undersigned has held the shares for the number of years prescribed by Rule
      144;
      and (vii) the undersigned agrees not to make any disposition of all or any
      part
      of the aforesaid shares of Common Stock unless and until there is then in effect
      a registration statement under the Securities Act covering such proposed
      disposition and such disposition is made in accordance with said registration
      statement, or the undersigned has provided the Company with an opinion of
      counsel satisfactory to the Company, stating that such registration is not
      required.

     

    
      	
                                                            

              (Date)

               

            	
                                          

              (Signature)

               

              
                                            

              

              (Print
                name)

               

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT
      FORM

     

    (To
      assign the foregoing Warrant, execute this form and supply required information.
      Do not use this form to purchase shares.)

     

    FOR
      VALUE RECEIVED,
      the
      foregoing Warrant and all rights evidenced thereby are hereby assigned
      to

     

     

    Name:
      ________________

     

    Address:                                                                

    (Please
      Print)

     

    Dated:
      ________________, _____

     

    Holder’s

    Signature:                            

     

    Holder’s

    Address:                                                                

     

     

    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatever. Officers of corporations and those acting in a fiduciary or other
      representative capacity should file proper evidence of authority to assign
      the
      foregoing Warrant.

     

    
      
        
        

      

      
        9