Filed by Automated Filing Services Inc. (604) 609-0244 - Snocone Systems Inc. - Exhibit 4.6


 


 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE
  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS
  OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF
  APRIL 29, 2005, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED
  OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES
  UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY
  FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT
  REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S
  UNDER SUCH ACT. 

	 	Right to Purchase 17,524 Shares of Common Stock, par value $.001 per
      share 


STOCK PURCHASE WARRANT 

                          THIS
  CERTIFIES THAT, for value received, New Millennium Capital Partners II,
  LLC or its registered assigns, is entitled to purchase from Snocone Systems
  Inc., a Nevada corporation (the “Company”), at any time or from
  time to time during the period specified in Paragraph 2 hereof, Seventeen Thousand
  Five Hundred and Twenty Four (17,524) fully paid and nonassessable shares of
  the Company’s Common Stock, par value $.001 per share (the “Common
  Stock”), at an exercise price per share equal to $1.50 (the “Exercise
  Price”). The term “Warrant Shares,” as used herein, refers
  to the shares of Common Stock purchasable hereunder. The Warrant Shares and
  the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof.
  The term “Warrants” means this Warrant and the other warrants issued
  pursuant to that certain Securities Purchase Agreement, dated April 29, 2005,
  by and among the Company and the Buyers listed on the execution page thereof
  (the “Securities Purchase Agreement”), including any additional
  warrants issuable pursuant to Section 4(l) thereof.

                          This
  Warrant is subject to the following terms, provisions, and conditions:

                          1.          Manner
  of Exercise; Issuance of Certificates; Payment for Shares. Subject to
  the provisions hereof, this Warrant may be exercised by the holder hereof, in
  whole or in part, by the surrender of this Warrant, together with a completed
  exercise agreement in the form attached hereto (the “Exercise Agreement”),
  to the Company during normal business hours on any business day at the Company’s
  principal executive offices (or such other office or agency of the 




 Company as it may designate by notice to the holder hereof), and upon (i)
  payment to the Company in cash, by certified or official bank check or by wire
  transfer for the account of the Company of the Exercise Price for the Warrant
  Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant
  Shares by the holder is not then registered pursuant to an effective registration
  statement under the Securities Act of 1933, as amended (the “Securities
  Act”), provided that the failure to register the Warrant Shares is not
  due to the Warrant holder’s failure to satisfy its obligations under Section
  4 of the Registration Rights Agreement, delivery to the Company of a written
  notice of an election to effect a “Cashless Exercise” (as defined
  in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement.
  The Warrant Shares so purchased shall be deemed to be issued to the holder hereof
  or such holder’s designee, as the record owner of such shares, as of the
  close of business on the date on which this Warrant shall have been surrendered,
  the completed Exercise Agreement shall have been delivered, and payment shall
  have been made for such shares as set forth above. Certificates for the Warrant
  Shares so purchased, representing the aggregate number of shares specified in
  the Exercise Agreement, shall be delivered to the holder hereof within a reasonable
  time, not exceeding five (5) business days, after this Warrant shall have been
  so exercised. The certificates so delivered shall be in such denominations as
  may be requested by the holder hereof and shall be registered in the name of
  such holder or such other name as shall be designated by such holder. If this
  Warrant shall have been exercised only in part, then, unless this Warrant has
  expired, the Company shall, at its expense, at the time of delivery of such
  certificates, deliver to the holder a new Warrant representing the number of
  shares with respect to which this Warrant shall not then have been exercised.
  In addition to all other available remedies at law or in equity, if the Company
  fails to deliver certificates for the Warrant Shares within five (5) business
  days after this Warrant is exercised, then the Company shall pay to the holder
  in cash a penalty (the “Penalty”) equal to 2% of the number of Warrant
  Shares that the holder is entitled to multiplied by the Market Price (as hereinafter
  defined) for each day that the Company fails to deliver certificates for the
  Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares
  and the Market Price is $2.00, then the Company shall pay to the holder
  $4,000 for each day that the Company fails to deliver certificates for the
  Warrant Shares. The Penalty shall be paid to the holder by the fifth day of
  the month following the month in which it has accrued. 

                                        Notwithstanding
  anything in this Warrant to the contrary, in no event shall the holder of this
  Warrant be entitled to exercise a number of Warrants (or portions thereof) in
  excess of the number of Warrants (or portions thereof) upon exercise of which
  the sum of (i) the number of shares of Common Stock beneficially owned by the
  holder and its affiliates (other than shares of Common Stock which may be deemed
  beneficially owned through the ownership of the unexercised Warrants and the
  unexercised or unconverted portion of any other securities of the Company (including
  the Notes (as defined in the Securities Purchase Agreement)) subject to a limitation
  on conversion or exercise analogous to the limitation contained herein) and
  (ii) the number of shares of Common Stock issuable upon exercise of the Warrants
  (or portions thereof) with respect to which the determination described herein
  is being made, would result in beneficial ownership by the holder and its affiliates
  of more than 4.99% of the outstanding shares of Common Stock. For purposes of
  the immediately preceding sentence, beneficial ownership shall be determined
  in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
  amended, and Regulation 13D-G thereunder, except as otherwise provided in clause
  (i) of the preceding sentence. Notwithstanding anything to the contrary contained
  herein, the limitation on exercise of this Warrant set forth herein may not
  be amended without (i) the written consent of 

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 the holder hereof and the Company and (ii) the approval of a majority of shareholders
  of the Company. 

                          2.          Period
  of Exercise. This Warrant is exercisable at any time or from
  time to time on or after the date on which this Warrant is issued and delivered
  pursuant to the terms of the Securities Purchase Agreement and before 6:00 p.m.,
  New York, New York time on the fifth (5th) anniversary of the date
  of issuance (the “Exercise Period”). 

                          3.          Certain
  Agreements of the Company. The Company hereby covenants and agrees
  as follows: 

                                        (a)          Shares
  to be Fully Paid. Subject to Stockholder Approval (as such term
  is defined in Section 4(n) of the Purchase Agreement), all Warrant Shares will,
  upon issuance in accordance with the terms of this Warrant, be validly issued,
  fully paid, and nonassessable and free from all taxes, liens, and charges with
  respect to the issue thereof. 

                                        (b)          Reservation
  of Shares. During the Exercise Period, the Company shall at all
  times have authorized, and reserved for the purpose of issuance upon exercise
  of this Warrant, a sufficient number of shares of Common Stock to provide for
  the exercise of this Warrant. 

                                        (c)          Listing.
  The Company shall promptly secure the listing of the shares of Common Stock
  issuable upon exercise of the Warrant upon each national securities exchange
  or automated quotation system, if any, upon which shares of Common Stock are
  then listed (subject to official notice of issuance upon exercise of this Warrant)
  and shall maintain, so long as any other shares of Common Stock shall be so
  listed, such listing of all shares of Common Stock from time to time issuable
  upon the exercise of this Warrant; and the Company shall so list on each national
  securities exchange or automated quotation system, as the case may be, and shall
  maintain such listing of, any other shares of capital stock of the Company issuable
  upon the exercise of this Warrant if and so long as any shares of the same class
  shall be listed on such national securities exchange or automated quotation
  system. 

                                        (d)          Certain
  Actions Prohibited. The Company will not, by amendment of its
  charter 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 by it hereunder, 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 reasonably be requested by the holder of this Warrant
  in order to protect the exercise privilege of the holder of this Warrant against
  dilution or other impairment, consistent with the tenor and purpose of this
  Warrant. Without limiting the generality of the foregoing, the Company (i) will
  not increase the par value of any shares of Common Stock receivable upon the
  exercise of this Warrant above the Exercise Price then in effect, and (ii) will
  take all such actions as may be necessary or appropriate in order that the Company
  may validly and legally issue fully paid and nonassessable shares of Common
  Stock upon the exercise of this Warrant. 

                                        (e)          Successors
  and Assigns. This Warrant will be binding upon any entity succeeding
  to the Company by merger, consolidation, or acquisition of all or substantially
  all the Company’s assets. 

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                          4.          Antidilution
  Provisions. During the Exercise Period, the Exercise Price and
  the number of Warrant Shares shall be subject to adjustment from time to time
  as provided in this Paragraph 4. 

                          In
  the event that any adjustment of the Exercise Price as required herein results
  in a fraction of a cent, such Exercise Price shall be rounded up to the nearest
  cent. 

                                        (a)          Adjustment
  of Exercise Price and Number of Shares upon Issuance of Common
  Stock. Except as otherwise provided in Paragraphs 4(c) and 4(e)
  hereof, if and whenever on or after the date of issuance of this Warrant, the
  Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed
  to have issued or sold, any shares of Common Stock for no consideration or for
  a consideration per share (before deduction of reasonable expenses or commissions
  or underwriting discounts or allowances in connection therewith) less than the
  Market Price on the date of issuance (a “Dilutive Issuance”), then
  immediately upon the Dilutive Issuance, the Exercise Price will be reduced to
  a price determined by multiplying the Exercise Price in effect immediately prior
  to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount
  equal to the sum of (x) the number of shares of Common Stock actually outstanding
  immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate
  consideration, calculated as set forth in Paragraph 4(b) hereof, received by
  the Company upon such Dilutive Issuance divided by the Market Price in effect
  immediately prior to the Dilutive Issuance, and (ii) the denominator of which
  is the total number of shares of Common Stock Deemed Outstanding (as defined
  below) immediately after the Dilutive Issuance.

                                        Notwithstanding
  the foregoing, the adjustments due to Dilutive Issuances shall not apply to
  any transaction involving (i) securities issued in a firm commitment underwritten
  public offering (excluding a continuous offering pursuant to Rule 415 under
  the 1933 Act, an equity line of credit or similar financing arrangement) resulting
  in net proceeds to the Company of in excess of $1,500,000, (ii) securities
  issued as consideration for a merger, consolidation or purchase of assets, or
  in connection with any strategic partnership or joint venture (the primary purpose
  of which is not to raise equity capital), or in connection with the disposition
  or acquisition of a business, product or license by the Company, (iii) securities
  upon exercise or conversion of the Borrower’s options, warrants or other
  convertible securities outstanding as of the date hereof, or (iv) securities
  not to exceed 500,000 shares of Common Stock issued or issuable to directors,
  officers, employees, consultants or vendors (if in transactions with primarily
  non-financing purposes) directly or pursuant to stock option plans, restricted
  stock purchase agreements, employment agreements and the like as approved by
  the Company’s board of directors.

                                        (b)          Effect
  on Exercise Price of Certain Events. For purposes of determining
  the adjusted Exercise Price under Paragraph 4(a) hereof, the following will
  be applicable: 

                                                         (i)          Issuance
  of Rights or Options. If the Company in any manner issues or
  grants any warrants, rights or options, whether or not immediately exercisable,
  to subscribe for or to purchase Common Stock or other securities convertible
  into or exchangeable for Common Stock (“Convertible Securities”)
  (such warrants, rights and options to purchase Common Stock or Convertible Securities
  are hereinafter referred to as “Options”) and the price per share
  for which Common Stock is issuable upon the exercise of such Options is less
  than the 

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 Market Price on the date of issuance or grant of such Options, then the maximum
  total number of shares of Common Stock issuable upon the exercise of all such
  Options will, as of the date of the issuance or grant of such Options, be deemed
  to be outstanding and to have been issued and sold by the Company for such price
  per share. For purposes of the preceding sentence, the “price per share
  for which Common Stock is issuable upon the exercise of such Options”
  is determined by dividing (i) the total amount, if any, received or receivable
  by the Company as consideration for the issuance or granting of all such Options,
  plus the minimum aggregate amount of additional consideration, if any, payable
  to the Company upon the exercise of all such Options, plus, in the case of Convertible
  Securities issuable upon the exercise of such Options, the minimum aggregate
  amount of additional consideration payable upon the conversion or exchange thereof
  at the time such Convertible Securities first become convertible or exchangeable,
  by (ii) the maximum total number of shares of Common Stock issuable upon the
  exercise of all such Options (assuming full conversion of Convertible Securities,
  if applicable). No further adjustment to the Exercise Price will be made upon
  the actual issuance of such Common Stock upon the exercise of such Options or
  upon the conversion or exchange of Convertible Securities issuable upon exercise
  of such Options. 

                                                         (ii)         Issuance
  of Convertible Securities. If the Company in any manner issues
  or sells any Convertible Securities, whether or not immediately convertible
  (other than where the same are issuable upon the exercise of Options) and the
  price per share for which Common Stock is issuable upon such conversion or exchange
  is less than the Market Price on the date of issuance, then the maximum total
  number of shares of Common Stock issuable upon the conversion or exchange of
  all such Convertible Securities will, as of the date of the issuance of such
  Convertible Securities, be deemed to be outstanding and to have been issued
  and sold by the Company for such price per share. For the purposes of the preceding
  sentence, the “price per share for which Common Stock is issuable upon
  such conversion or exchange” is determined by dividing (i) the total amount,
  if any, received or receivable by the Company as consideration for the issuance
  or sale of all such Convertible Securities, plus the minimum aggregate amount
  of additional consideration, if any, payable to the Company upon the conversion
  or exchange thereof at the time such Convertible Securities first become convertible
  or exchangeable, by (ii) the maximum total number of shares of Common Stock
  issuable upon the conversion or exchange of all such Convertible Securities.
  No further adjustment to the Exercise Price will be made upon the actual issuance
  of such Common Stock upon conversion or exchange of such Convertible Securities.


                                                         (iii)        Change
  in Option Price or Conversion Rate. If there is a change at any
  time in (i) the amount of additional consideration payable to the Company upon
  the exercise of any Options; (ii) the amount of additional consideration, if
  any, payable to the Company upon the conversion or exchange of any Convertible
  Securities; or (iii) the rate at which any Convertible Securities are convertible
  into or exchangeable for Common Stock (other than under or by reason of provisions
  designed to protect against dilution), the Exercise Price in effect at the time
  of such change will be readjusted to the Exercise Price which would have been
  in effect at such time had such Options or Convertible Securities still outstanding
  provided for such changed additional consideration or changed conversion rate,
  as the case may be, at the time initially granted, issued or sold. 

                                                         (iv)         Treatment
  of Expired Options and Unexercised Convertible Securities.
  If, in any case, the total number of shares of Common Stock issuable upon
  exercise 

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 of any Option or upon conversion or exchange of any Convertible Securities
  is not, in fact, issued and the rights to exercise such Option or to convert
  or exchange such Convertible Securities shall have expired or terminated, the
  Exercise Price then in effect will be readjusted to the Exercise Price which
  would have been in effect at the time of such expiration or termination had
  such Option or Convertible Securities, to the extent outstanding immediately
  prior to such expiration or termination (other than in respect of the actual
  number of shares of Common Stock issued upon exercise or conversion thereof),
  never been issued. 

                                                         (v)          Calculation
  of Consideration Received. If any Common Stock, Options or Convertible
  Securities are issued, granted or sold for cash, the consideration received
  therefor for purposes of this Warrant will be the amount received by the Company
  therefor, before deduction of reasonable commissions, underwriting discounts
  or allowances or other reasonable expenses paid or incurred by the Company in
  connection with such issuance, grant or sale. In case any Common Stock, Options
  or Convertible Securities are issued or sold for a consideration part or all
  of which shall be other than cash, the amount of the consideration other than
  cash received by the Company will be the fair value of such consideration, except
  where such consideration consists of securities, in which case the amount of
  consideration received by the Company will be the Market Price thereof as of
  the date of receipt. In case any Common Stock, Options or Convertible Securities
  are issued in connection with any acquisition, merger or consolidation in which
  the Company is the surviving corporation, the amount of consideration therefor
  will be deemed to be the fair value of such portion of the net assets and business
  of the non-surviving corporation as is attributable to such Common Stock, Options
  or Convertible Securities, as the case may be. The fair value of any consideration
  other than cash or securities will be determined in good faith by the Board
  of Directors of the Company. 

                                                         (vi)         Exceptions
  to Adjustment of Exercise Price. No adjustment to the Exercise
  Price will be made (i) upon the exercise of any warrants, options or convertible
  securities granted, issued and outstanding on the date of issuance of this Warrant;
  (ii) upon the grant or exercise of any stock or options which may hereafter
  be granted or exercised under any employee benefit plan, stock option plan or
  restricted stock plan of the Company now existing or to be implemented in the
  future, so long as the issuance of such stock or options is approved by a majority
  of the independent members of the Board of Directors of the Company or a majority
  of the members of a committee of independent directors established for such
  purpose; or (iii) upon the exercise of the Warrants. 

                                        (c)          Subdivision
  or Combination of Common Stock. If the Company at any time subdivides
  (by any stock split, stock dividend, recapitalization, reorganization, reclassification
  or otherwise) the shares of Common Stock acquirable hereunder into a greater
  number of shares, then, after the date of record for effecting such subdivision,
  the Exercise Price in effect immediately prior to such subdivision will be proportionately
  reduced. If the Company at any time combines (by reverse stock split, recapitalization,
  reorganization, reclassification or otherwise) the shares of Common Stock acquirable
  hereunder into a smaller number of shares, then, after the date of record for
  effecting such combination, the Exercise Price in effect immediately prior to
  such combination will be proportionately increased. 

                                        (d)          Adjustment
  in Number of Shares. Upon each adjustment of the Exercise Price
  pursuant to the provisions of this Paragraph 4, the number of shares of Common
  Stock issuable upon exercise of this Warrant shall be adjusted by multiplying
  a number equal to 

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 the Exercise Price in effect immediately prior to such adjustment by the number
  of shares of Common Stock issuable upon exercise of this Warrant immediately
  prior to such adjustment and dividing the product so obtained by the adjusted
  Exercise Price. 

                                        (e)          Consolidation,
  Merger or Sale. In case of any consolidation of the Company with,
  or merger of the Company into any other corporation, or in case of any sale
  or conveyance of all or substantially all of the assets of the Company other
  than in connection with a plan of complete liquidation of the Company, then
  as a condition of such consolidation, merger or sale or conveyance, adequate
  provision will be made whereby the holder of this Warrant will have the right
  to acquire and receive upon exercise of this Warrant in lieu of the shares of
  Common Stock immediately theretofore acquirable upon the exercise of this Warrant,
  such shares of stock, securities or assets as may be issued or payable with
  respect to or in exchange for the number of shares of Common Stock immediately
  theretofore acquirable and receivable upon exercise of this Warrant had such
  consolidation, merger or sale or conveyance not taken place. In any such case,
  the Company will make appropriate provision to insure that the provisions of
  this Paragraph 4 hereof will thereafter be applicable as nearly as may be in
  relation to any shares of stock or securities thereafter deliverable upon the
  exercise of this Warrant. The Company will not effect any consolidation, merger
  or sale or conveyance unless prior to the consummation thereof, the successor
  corporation (if other than the Company) assumes by written instrument the obligations
  under this Paragraph 4 and the obligations to deliver to the holder of this
  Warrant such shares of stock, securities or assets as, in accordance with the
  foregoing provisions, the holder may be entitled to acquire. 

                                        (f)          Distribution
  of Assets. In case the Company shall declare or make any distribution
  of its assets (including cash) to holders of Common Stock as a partial liquidating
  dividend, by way of return of capital or otherwise, then, after the date of
  record for determining shareholders entitled to such distribution, but prior
  to the date of distribution, the holder of this Warrant shall be entitled upon
  exercise of this Warrant for the purchase of any or all of the shares of Common
  Stock subject hereto, to receive the amount of such assets which would have
  been payable to the holder had such holder been the holder of such shares of
  Common Stock on the record date for the determination of shareholders entitled
  to such distribution. 

                                        (g)          Notice
  of Adjustment. Upon the occurrence of any event which requires
  any adjustment of the Exercise Price, then, and in each such case, the Company
  shall give notice thereof to the holder of this Warrant, which notice shall
  state the Exercise Price resulting from such adjustment and the increase or
  decrease in the number of Warrant Shares purchasable at such price upon exercise,
  setting forth in reasonable detail the method of calculation and the facts upon
  which such calculation is based. Such calculation shall be certified by the
  Chief Financial Officer of the Company. 

                                        (h)          Minimum
  Adjustment of Exercise Price. No adjustment of the Exercise Price
  shall be made in an amount of less than 1% of the Exercise Price in effect at
  the time such adjustment is otherwise required to be made, but any such lesser
  adjustment shall be carried forward and shall be made at the time and together
  with the next subsequent adjustment which, together with any adjustments so
  carried forward, shall amount to not less than 1% of such Exercise Price. 

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                                        (i)          No
  Fractional Shares. No fractional shares of Common Stock are to
  be issued upon the exercise of this Warrant, but the Company shall pay a cash
  adjustment in respect of any fractional share which would otherwise be issuable
  in an amount equal to the same fraction of the Market Price of a share of Common
  Stock on the date of such exercise. 

                                        (j)          Other
  Notices. In case at any time: 

                                                         (i)          the
  Company shall declare any dividend upon the Common Stock payable in shares of
  stock of any class or make any other distribution (including dividends or distributions
  payable in cash out of retained earnings) to the holders of the Common Stock;


                                                         (ii)         the
  Company shall offer for subscription pro rata to the holders of the Common Stock
  any additional shares of stock of any class or other rights; 

                                                         (iii)        there
  shall be any capital reorganization of the Company, or reclassification of the
  Common Stock, or consolidation or merger of the Company with or into, or sale
  of all or substantially all its assets to, another corporation or entity; or


                                                         (iv)         there
  shall be a voluntary or involuntary dissolution, liquidation or winding up of
  the Company; 

 then, in each such case, the Company shall give to the holder of this Warrant
  (a) notice of the date on which the books of the Company shall close or a record
  shall be taken for determining the holders of Common Stock entitled to receive
  any such dividend, distribution, or subscription rights or for determining the
  holders of Common Stock entitled to vote in respect of any such reorganization,
  reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up
  and (b) in the case of any such reorganization, reclassification, consolidation,
  merger, sale, dissolution, liquidation or winding-up, notice of the date (or,
  if not then known, a reasonable approximation thereof by the Company) when the
  same shall take place. Such notice shall also specify the date on which the
  holders of Common Stock shall be entitled to receive such dividend, distribution,
  or subscription rights or to exchange their Common Stock for stock or other
  securities or property deliverable upon such reorganization, reclassification,
  consolidation, merger, sale, dissolution, liquidation, or winding-up, as the
  case may be. Such notice shall be given at least 30 days prior to the record
  date or the date on which the Company’s books are closed in respect thereto.
  Failure to give any such notice or any defect therein shall not affect the validity
  of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. 

                                        (k)          Certain
  Events. If any event occurs of the type contemplated by the adjustment
  provisions of this Paragraph 4 but not expressly provided for by such provisions,
  the Company will give notice of such event as provided in Paragraph 4(g) hereof,
  and the Company’s Board of Directors will make an appropriate adjustment
  in the Exercise Price and the number of shares of Common Stock acquirable upon
  exercise of this Warrant so that the rights of the holder shall be neither enhanced
  nor diminished by such event. 

                                        (l)          Certain
  Definitions.

                                                         (i)          “Common
  Stock Deemed Outstanding” shall mean the number of shares
  of Common Stock actually outstanding (not including shares of Common Stock held
  in the treasury of the Company), plus (x) pursuant to Paragraph 4(b)(i) hereof,
  the maximum total 

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 number of shares of Common Stock issuable upon the exercise of Options, as
  of the date of such issuance or grant of such Options, if any, and (y) pursuant
  to Paragraph 4(b)(ii) hereof, the maximum total number of shares of Common Stock
  issuable upon conversion or exchange of Convertible Securities, as of the date
  of issuance of such Convertible Securities, if any.

                                                         (ii)         “Market
  Price,” as of any date, (i) means the average of the last
  reported sale prices for the shares of Common Stock on the OTCBB for the five
  (5) Trading Days immediately preceding such date as reported by Bloomberg, or
  (ii) if the OTCBB is not the principal trading market for the shares of Common
  Stock, the average of the last reported sale prices on the principal trading
  market for the Common Stock during the same period as reported by Bloomberg,
  or (iii) if market value cannot be calculated as of such date on any of the
  foregoing bases, the Market Price shall be the fair market value as reasonably
  determined in good faith by (a) the Board of Directors of the Company or, at
  the option of a majority-in-interest of the holders of the outstanding Warrants
  by (b) an independent investment bank of nationally recognized standing in the
  valuation of businesses similar to the business of the corporation. The manner
  of determining the Market Price of the Common Stock set forth in the foregoing
  definition shall apply with respect to any other security in respect of which
  a determination as to market value must be made hereunder. 

                                                         (iii)        “Common
  Stock,” for purposes of this Paragraph 4, includes the
  Common Stock, par value $.001 per share, and any additional class of stock
  of the Company having no preference as to dividends or distributions on liquidation,
  provided that the shares purchasable pursuant to this Warrant shall include
  only shares of Common Stock, par value $.001 per share, in respect of which
  this Warrant is exercisable, or shares resulting from any subdivision or combination
  of such Common Stock, or in the case of any reorganization, reclassification,
  consolidation, merger, or sale of the character referred to in Paragraph 4(e)
  hereof, the stock or other securities or property provided for in such Paragraph.


                          5.          Issue
  Tax. The issuance of certificates for Warrant Shares upon the
  exercise of this Warrant shall be made without charge to the holder of this
  Warrant or such shares for any issuance tax or other costs in respect thereof,
  provided that the Company shall not be required to pay any tax which may be
  payable in respect of any transfer involved in the issuance and delivery of
  any certificate in a name other than the holder of this Warrant. 

                          6.          No
  Rights or Liabilities as a Shareholder. This Warrant shall not
  entitle the holder hereof to any voting rights or other rights as a shareholder
  of the Company. No provision of this Warrant, in the absence of affirmative
  action by the holder hereof to purchase Warrant Shares, and no mere enumeration
  herein of the rights or privileges of the holder hereof, shall give rise to
  any liability of such holder for the Exercise Price or as a shareholder of the
  Company, whether such liability is asserted by the Company or by creditors of
  the Company. 

                          7.          Transfer,
  Exchange, and Replacement of Warrant. 

                                        (a)          Restriction
  on Transfer. This Warrant and the rights granted to the holder
  hereof are transferable, in whole or in part, upon surrender of this Warrant,
  together with a properly executed assignment in the form attached hereto, at
  the office or agency of the Company referred to in Paragraph 7(e) below, provided,
  however, that any transfer or assignment shall be subject to the conditions
  set forth in Paragraph 7(f) hereof and to the applicable provisions of the Securities
  Purchase Agreement. Until due presentment for 

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 registration of transfer on the books of the Company, the Company may treat
  the registered holder hereof as the owner and holder hereof for all purposes,
  and the Company shall not be affected by any notice to the contrary. Notwithstanding
  anything to the contrary contained herein, the registration rights described
  in Paragraph 8 are assignable only in accordance with the provisions of that
  certain Registration Rights Agreement, dated April 29, 2005, by and among the
  Company and the other signatories thereto (the “Registration Rights Agreement”).


                                        (b)          Warrant
  Exchangeable for Different Denominations. This Warrant is exchangeable,
  upon the surrender hereof by the holder hereof at the office or agency of the
  Company referred to in Paragraph 7(e) below, for new Warrants of like tenor
  representing in the aggregate the right to purchase the number of shares of
  Common Stock which may be purchased hereunder, each of such new Warrants to
  represent the right to purchase such number of shares as shall be designated
  by the holder hereof at the time of such surrender. 

                                        (c)          Replacement
  of Warrant. Upon receipt of evidence reasonably satisfactory
  to the Company of the loss, theft, destruction, or mutilation of this Warrant
  and, in the case of any such loss, theft, or destruction, upon delivery of an
  indemnity agreement reasonably satisfactory in form and amount to the Company,
  or, in the case of any such mutilation, upon surrender and cancellation of this
  Warrant, the Company, at its expense, will execute and deliver, in lieu thereof,
  a new Warrant of like tenor. 

                                        (d)          Cancellation;
  Payment of Expenses. Upon the surrender of this Warrant in connection
  with any transfer, exchange, or replacement as provided in this Paragraph 7,
  this Warrant shall be promptly canceled by the Company. The Company shall pay
  all taxes (other than securities transfer taxes) and all other expenses (other
  than legal expenses, if any, incurred by the holder or transferees) and charges
  payable in connection with the preparation, execution, and delivery of Warrants
  pursuant to this Paragraph 7. 

                                        (e)          Register.
  The Company shall maintain, at its principal executive offices (or such
  other office or agency of the Company as it may designate by notice to the holder
  hereof), a register for this Warrant, in which the Company shall record the
  name and address of the person in whose name this Warrant has been issued, as
  well as the name and address of each transferee and each prior owner of this
  Warrant. 

                                        (f)          Exercise
  or Transfer Without Registration. If, at the time of the surrender
  of this Warrant in connection with any exercise, transfer, or exchange of this
  Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable
  hereunder), shall not be registered under the Securities Act of 1933, as amended
  (the “Securities Act”) and under applicable state securities or
  blue sky laws, the Company may require, as a condition of allowing such exercise,
  transfer, or exchange, (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 and counsel are acceptable to the Company, to the effect that such exercise,
  transfer, or exchange may be made without registration under said Act and under
  applicable state securities or blue sky laws, (ii) that the holder or transferee
  execute and deliver to the Company an investment letter in form and substance
  acceptable to the Company and (iii) that the transferee be an “accredited
  investor” as defined in Rule 501(a) promulgated under the Securities Act;
  provided that no such opinion, letter or status as an “accredited investor”
  shall be required in connection with a transfer pursuant to Rule 144 under the
  Securities Act. The first holder of this Warrant, by taking and holding the


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 same, represents to the Company that such holder is acquiring this Warrant
  for investment and not with a view to the distribution thereof.

                          8.          Registration
  Rights. The initial holder of this Warrant (and certain assignees
  thereof) is entitled to the benefit of such registration rights in respect of
  the Warrant Shares as are set forth in Section 2 of the Registration Rights
  Agreement. 

                          9.          Notices.
  All notices, requests, and other communications required or permitted to
  be given or delivered hereunder to the holder of this Warrant shall be in writing,
  and shall be personally delivered, or shall be sent by certified or registered
  mail or by recognized overnight mail courier, postage prepaid and addressed,
  to such holder at the address shown for such holder on the books of the Company,
  or at such other address as shall have been furnished to the Company by notice
  from such holder. All notices, requests, and other communications required or
  permitted to be given or delivered hereunder to the Company shall be in writing,
  and shall be personally delivered, or shall be sent by certified or registered
  mail or by recognized overnight mail courier, postage prepaid and addressed,
  to the office of the Company at 3131 Camino del Rio, N, Suite 1650, San Diego,
  CA 92108, Attention: Chief Executive Officer, or at such other address as shall
  have been furnished to the holder of this Warrant by notice from the Company.
  Any such notice, request, or other communication may be sent by facsimile, but
  shall in such case be subsequently confirmed by a writing personally delivered
  or sent by certified or registered mail or by recognized overnight mail courier
  as provided above. All notices, requests, and other communications shall be
  deemed to have been given either at the time of the receipt thereof by the person
  entitled to receive such notice at the address of such person for purposes of
  this Paragraph 9, or, if mailed by registered or certified mail or with a recognized
  overnight mail courier upon deposit with the United States Post Office or such
  overnight mail courier, if postage is prepaid and the mailing is properly addressed,
  as the case may be. 

                          10.         Governing
  Law. THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE
  WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO
  BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF
  CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION
  OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT
  TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION
  HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY
  WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR
  PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY
  MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE
  OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL
  AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
  BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH
  SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
  BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES
  NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR
  ALL 

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 FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING
  PARTY IN CONNECTION WITH SUCH DISPUTE. 

                          11.         Miscellaneous.

                                        (a)          Amendments.
  This Warrant and any provision hereof may only be amended by an instrument
  in writing signed by the Company and the holder hereof. 

                                        (b)          Descriptive
  Headings. The descriptive headings of the several paragraphs
  of this Warrant are inserted for purposes of reference only, and shall not affect
  the meaning or construction of any of the provisions hereof. 

                                        (c)          Cashless
  Exercise. Notwithstanding anything to the contrary contained
  in this Warrant, if the resale of the Warrant Shares by the holder is not then
  registered pursuant to an effective registration statement under the Securities
  Act pursuant to Section 1, this Warrant may be exercised by presentation and
  surrender of this Warrant to the Company at its principal executive offices
  with a written notice of the holder’s intention to effect a cashless exercise,
  including a calculation of the number of shares of Common Stock to be issued
  upon such exercise in accordance with the terms hereof (a “Cashless Exercise”).
  In the event of a Cashless Exercise, in lieu of paying the Exercise Price in
  cash, the holder shall surrender this Warrant for that number of shares of Common
  Stock determined by multiplying the number of Warrant Shares to which it would
  otherwise be entitled by a fraction, the numerator of which shall be the difference
  between the then current Market Price per share of the Common Stock and the
  Exercise Price, and the denominator of which shall be the then current Market
  Price per share of Common Stock. For example, if the holder is exercising 100,000
  Warrants with a per Warrant exercise price of $0.75 per share through a
  cashless exercise when the Common Stock’s current Market Price per share
  is $2.00 per share, then upon such Cashless Exercise the holder will receive
  62,500 shares of Common Stock. 

                                        (d)          Remedies.
  The Company acknowledges that a breach by it of its obligations hereunder will
  cause irreparable harm to the holder, by vitiating the intent and purpose of
  the transaction contemplated hereby. Accordingly, the Company acknowledges that
  the remedy at law for a breach of its obligations under this Warrant will be
  inadequate and agrees, in the event of a breach or threatened breach by the
  Company of the provisions of this Warrant, that the holder shall be entitled,
  in addition to all other available remedies at law or in equity, and in addition
  to the penalties assessable herein, to an injunction or injunctions restraining,
  preventing or curing any breach of this Warrant and to enforce specifically
  the terms and provisions thereof, without the necessity of showing economic
  loss and without any bond or other security being required. 

 - 12 - 




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 - 13 - 




                                        IN
  WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
  duly authorized officer. 

	 	 SNOCONE SYSTEMS INC.  
	 	 	  
	 	 	  
	 	 	  
	 	By: 	
      /s/ Edon Moyal 
	 	 	 Edon Moyal  
	 	 	 Chief Executive Officer  


 

 Dated as of April 29, 2005 




 FORM OF EXERCISE AGREEMENT 

 Dated: ________ __, 200_ 

 To: ______________________



                          The
  undersigned, pursuant to the provisions set forth in the within Warrant, hereby
  agrees to purchase ________ shares of Common Stock covered by such Warrant,
  and makes payment herewith in full therefor at the price per share provided
  by such Warrant in cash or by certified or official bank check in the amount
  of, or, if the resale of such Common Stock by the undersigned is not currently
  registered pursuant to an effective registration statement under the Securities
  Act of 1933, as amended, by surrender of securities issued by the Company (including
  a portion of the Warrant) having a market value (in the case of a portion of
  this Warrant, determined in accordance with Section 11(c) of the Warrant) equal
  to $ _________ . Please issue a certificate or certificates for such shares
  of Common Stock in the name of and pay any cash for any fractional share to:


	 	 Name:  	 
    
	 	  	 
	 	  	 
	 	 Signature:  	 
    
	 	 Address:	 
	 	  	 
	 	  	 
	 	 Note:  	 The above signature should correspond exactly with the name
      on the face of the within Warrant, if applicable.  


and, if said number of shares of Common Stock shall not be all the shares purchasable
  under the within Warrant, a new Warrant is to be issued in the name of said
  undersigned covering the balance of the shares purchasable thereunder less any
  fraction of a share paid in cash. 




 FORM OF ASSIGNMENT 

                          FOR
  VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers all
  the rights of the undersigned under the within Warrant, with respect to the
  number of shares of Common Stock covered thereby set forth hereinbelow, to:


	 Name of Assignee  	 Address  	 No of Shares  






 , and hereby irrevocably constitutes and appoints ___________________________________
  as agent and attorney-in-fact to transfer said Warrant on the books of the within-named
  corporation, with full power of substitution in the premises. 

 Dated: ________ __, 200_ 

	 In the presence of:  	 	 
    
	 	 	 
	  	Name:	 
    
	  	 	 
	 	 	 
	  	Signature:	 
    
	  	 Title of Signing Officer or Agent (if any): 
    
	  	Address: 	 
	 	 	 
	 	 	 
	  	 	 
	  	Note: 	 The above signature should correspond exactly
      with the name on the face of the within Warrant, if applicable.