Exhibit 4.1

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
REGISTRATION  UNDER 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
REASONABLY  ACCEPTABLE  TO THE COMPANY TO SUCH  EFFECT,  THE  SUBSTANCE OF WHICH
SHALL BE REASONABLY  ACCEPTABLE TO THE COMPANY.  THIS SECURITY MAY BE PLEDGED IN
CONNECTION  WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED  BROKER-DEALER  OR
OTHER LOAN WITH A FINANCIAL  INSTITUTION  THAT IS AN  "ACCREDITED  INVESTOR"  AS
DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.

                          COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                   LIGHTEN UP ENTERPRISES INTERNATIONAL, INC.

                  THIS COMMON STOCK PURCHASE WARRANT (this "WARRANT")  CERTIFIES
that, for value received, _________________________ (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 the date of  issuance  of this
Warrant  (the  "INITIAL  EXERCISE  DATE")  and  on or  prior  to the  five  year
anniversary  of the  Initial  Exercise  Date (the  "TERMINATION  DATE")  but not
thereafter,   to  subscribe  for  and  purchase  from  Lighten  Up   Enterprises
International, Inc., a Nevada corporation (the "COMPANY"), up to _______________
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 (the "EXERCISE  PRICE") under this Warrant shall be [$0.75/$1.00]  subject
to adjustment hereunder.

                  In addition to the terms defined elsewhere in this Warrant the
following capitalized terms shall have the following meanings:

                  "BUSINESS DAY" means any day other than a Saturday,  Sunday or
legal holiday in the State of California.

                  "PERSON"  means an  individual  or  corporation,  partnership,
trust,  incorporated  or  unincorporated  association,  joint  venture,  limited
liability company, joint stock company,  government (or an agency or subdivision
thereof) or any other entity of any kind.

                  "REGISTRATION  STATEMENT" means a registration statement filed
by the Company with the Securities and Exchange  Commission ("SEC") for a public
offering  and sale of

<PAGE>

securities of the Company  (other than a  registration  statement on Form S-8 or
Form S-4, or their successors,  or any other form for a limited purpose,  or any
registration  statement  covering  only  securities  proposed  to be  issued  in
exchange for securities or assets of another corporation).

                  "SUBSCRIPTION   AGREEMENT"  means  that  certain  Subscription
Agreement  entered into between the original  Holder of this Warrant and Lighten
Up Enterprises International,  Inc., which provided for, among other things, the
original  purchase of this Warrant from  Lighten Up  Enterprises  International,
Inc.

                  "TRADING  DAY"  means (i) a day on which the  Common  Stock is
traded or quoted on a Trading Market,  or (ii) if the Common Stock is not traded
or quoted on a Trading Market,  a day on which the Common Stock is quoted in the
over-the-counter   market  as  reported  by  the   National   Quotation   Bureau
Incorporated (or any similar  organization or agency succeeding to its functions
of reporting  price);  provided,  that in the event that the Common Stock is not
traded or quoted as set forth in (i),  and (ii)  hereof,  that Trading Day shall
mean a Business Day.

                  "TRADING  MARKET" means the following  markets or exchanges on
which the Common  Stock is listed or quoted for trading on the date in question:
the NASDAQ  SmallCap  Market,  the American Stock  Exchange,  the New York Stock
Exchange, the NASDAQ National Market or the OTC Bulletin Board.

                  1.       TITLE TO WARRANT.  Prior to the Termination  Date and
subject to compliance with  applicable laws and SECTION 7 of this Warrant,  this
Warrant and all rights hereunder are transferable, in whole or in part, to up to
three (3) Persons in any 12 month period, at the office or agency of the Company
by the Holder in person or by duly authorized  attorney,  upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed.  The
transferee  shall sign an  investment  letter in form and  substance  reasonably
satisfactory to the Company.

                  2.       AUTHORIZATION OF 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 such  purchase  rights in
accordance  with the terms and  conditions of this Warrant,  including,  without
limitation,  payment of the Exercise Price, be duly authorized,  validly issued,
fully  paid and  nonassessable  and free from all  taxes,  liens and  charges in
respect of the issue  thereof  (other  than  taxes in  respect  of any  transfer
occurring contemporaneously with such issue).

                  3.       EXERCISE OF WARRANT.

                           (a)      Exercise of the purchase rights  represented
         by this  Warrant  may be made at any  time or  times  on or  after  the
         Initial Exercise Date and on or before the Termination Date by delivery
         to the  Company  of a duly  executed  facsimile  copy of the  Notice of
         Exercise  Form  annexed  hereto,  at the office of the Company (or such
         other office or agency of the Company as it may  designate by notice in
         writing  to  the  registered  Holder  at the  address  of  such  Holder
         appearing on the books of the Company);  PROVIDED, HOWEVER, within five
         (5) Trading  Days of the date said Notice of Exercise is  delivered  to

                                       2
<PAGE>

         the  Company,  the Holder  shall have  surrendered  this Warrant to the
         Company and the Company  shall have  received  payment of the aggregate
         Exercise Price of the Warrant Shares thereby purchased by wire transfer
         or  cashier's  check drawn on a United  States bank.  Certificates  for
         shares  purchased  hereunder  shall be delivered  to the Holder  within
         three (3)  Trading  Days from the  latest to occur of  delivery  to the
         Company of the Notice of Exercise  Form,  surrender of this Warrant and
         payment of the aggregate  Exercise  Price as set forth above  ("WARRANT
         SHARE  DELIVERY  DATE").  This  Warrant  shall be  deemed  to have been
         exercised and the Warrant Shares (to which the exercise  relates) 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 of the latest
         to occur of (i) delivery to the Company of the Notice of Exercise Form,
         (ii)  surrender  of this  Warrant  and (iii)  payment of the  aggregate
         Exercise  Price as set forth above and all taxes required to be paid by
         the Holder, if any, pursuant to SECTION 5 ("EXERCISE DATE").

                           (b)      If this Warrant shall have been exercised in
         part, the Company shall,  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  the  unpurchased
         Warrant  Shares called for by this Warrant,  which new Warrant shall in
         all other respects be identical with this Warrant.

                           (c)      Subject to the provisions of this SECTION 3,
         if there is (i) an effective  Registration  Statement  registering  the
         resale of the Warrant Shares by the Holder,  (ii) the closing bid price
         of the Common Stock for each of ten (10) consecutive  Trading Days (the
         "MEASUREMENT PERIOD", which period shall not have commenced until after
         such Registration  Statement shall have been declared  effective by the
         SEC) equals or exceeds [$0.9375/$1.25] (the "THRESHOLD PRICE") (subject
         to adjustment  for reverse and forward stock splits,  stock  dividends,
         stock  combinations and other similar  transactions of the Common Stock
         that occur after the date of the Subscription  Agreement) and (iii) the
         average  daily  trading  volume for the  Measurement  Period  equals or
         exceeds  100,000  shares,  then the Company may, within two (2) Trading
         Days of such  period,  call for  cancellation  of all or any portion of
         this Warrant for which a Notice of Exercise has not yet been  delivered
         (such  right,  a "CALL").  To  exercise  this right,  the Company  must
         deliver to the Holder an irrevocable  written notice (a "CALL NOTICE"),
         indicating  therein the  unexercised  portion of this  Warrant to which
         such notice  applies.  If the  conditions set forth below for such Call
         are satisfied, from the period from the date of the Call Notice through
         and  including  the Call Date (as defined  below),  then any portion of
         this Warrant subject to such Call Notice for which a Notice of Exercise
         shall not have been received from and after the date of the Call Notice
         will be cancelled at 6:30 p.m. (Pacific Standard Time) on the fifteenth
         (15th)  Trading  Day after the date the Call  Notice is received by the
         Holder (such date, the "CALL DATE").  Any  unexercised  portion of this
         Warrant to which the Call Notice does not pertain will be unaffected by
         such Call Notice.  In furtherance  thereof,  the Company  covenants and
         agrees  that it will honor all  Notices  of  Exercise  with  respect to
         Warrant Shares subject to a Call Notice that are tendered from the time
         of  delivery  of the Call Notice  through  6:30 p.m.  (PST) on the Call
         Date. The parties agree that any Notice of Exercise delivered following
         a Call Notice shall first

                                       3
<PAGE>

         reduce to zero the number of Warrant Shares subject to such Call Notice
         prior to reducing the remaining  Warrant Shares  available for purchase
         under this Warrant.  For example,  if (x) this Warrant then permits the
         Holder to acquire 100 Warrant Shares,  (y) a Call Notice pertains to 75
         Warrant  Shares,  and (z) prior to 6:30 p.m. (PST) on the Call Date the
         Holder  tenders a Notice of Exercise  in respect of 50 Warrant  Shares,
         then (1) on the Call Date the right  under  this  Warrant to acquire 25
         Warrant Shares will be automatically cancelled, (2) the Company, in the
         time and manner  required  under  this  Warrant,  will have  issued and
         delivered  to the Holder 50 Warrant  Shares in respect of the  exercise
         following receipt of the Call Notice, and (3) the Holder may, until the
         Termination Date,  exercise this Warrant for 25 Warrant Shares (subject
         to  adjustment  as herein  provided  and  subject  to  subsequent  Call
         Notices).  Subject again to the  provisions  of this SECTION 3(C),  the
         Company may  deliver  subsequent  Call  Notices for any portion of this
         Warrant  for which the  Holder  shall  not have  delivered  a Notice of
         Exercise.  Notwithstanding  anything to the  contrary set forth in this
         Warrant,  the  Company  may not  deliver a Call  Notice or require  the
         cancellation  of this  Warrant  (and any  Call  Notice  will be  void),
         unless,  from the  beginning of the ten (10)  consecutive  Trading Days
         used to determine  whether the Common Stock has achieved the  Threshold
         Price  through  the Call Date,  (i) the Company  shall have  honored in
         accordance  with the terms of this  Warrant  all  Notices  of  Exercise
         delivered by 6:30 p.m.  (PST) on the Call Date,  (ii) the  Registration
         Statement  shall  be  effective  as  to  all  Warrant  Shares  and  the
         prospectus thereunder available for use by the Holder for the resale of
         all such  Warrant  Shares and (iii) the Common Stock shall be listed or
         quoted for trading on the Trading  Market.  The Company's right to Call
         the Warrant  shall be exercised  ratably  among all holders of warrants
         issued pursuant to Subscription  Agreements entered into as part of the
         same financing.

                  4.       NO FRACTIONAL  SHARES OR SCRIP. 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 the Holder would otherwise be
entitled to purchase upon such exercise, the Company shall pay a cash adjustment
in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price.

                  5.       CHARGES, TAXES AND EXPENSES. Issuance of certificates
for Warrant  Shares shall be made without  charge to the Holder for any issue 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 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 by the 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.

                  6.       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.

                                       4
<PAGE>

                  7.       TRANSFER, DIVISION AND COMBINATION.

                           (a)      Subject to  compliance  with any  applicable
                                    securities laws and the conditions set forth
         in SECTIONS 1 and 7(e) hereof,  and to the last sentence of Section 1.8
         of the Subscription Agreement and the first sentence of Section 1.10 of
         the Subscription  Agreement,  this Warrant and all rights hereunder are
         transferable,  in whole or in part,  upon  surrender of this Warrant at
         the principal office of the Company, together with a written assignment
         of this Warrant substantially in the form attached hereto duly executed
         by the Holder or its agent or attorney and funds  sufficient to pay any
         transfer  taxes  payable  upon the making of such  transfer.  Upon such
         surrender and, if required, such payment, 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, and shall issue to the assignor a new Warrant
         evidencing  the  portion  of this  Warrant  not so  assigned,  and this
         Warrant shall promptly be cancelled.

                           (b)      This Warrant may be divided or combined with
         other Warrants (if such other  Warrants are upon the same terms,  other
         than  number of Warrant  Shares,  as this  Warrant)  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 to
         compliance  with SECTION 7(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 in accordance with such notice.

                           (c)      The Company shall prepare, issue and deliver
         at its own  expense  (other  than  transfer  taxes) the new  Warrant or
         Warrants under this SECTION 7.

                           (d)      The  Company  agrees  to  maintain,  at  its
         aforesaid  office,  books for the  registration and the registration of
         transfer of the Warrants.

                           (e)      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  effective
         registration  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 reasonably  acceptable to the Company (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 the Securities 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  promulgated  under the
         Securities  Act or a qualified  institutional  buyer as defined in Rule
         144A(a) under the Securities Act.

                  8.       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

                                       5
<PAGE>

hereof. Upon the exercise of this Warrant, the Warrant Shares so purchased shall
be,  and be deemed  to be,  issued to such  Holder as the  record  owner of such
shares as of the close of business  on the  Exercise  Date with  respect to such
exercise.

                  9.       LOSS,  THEFT,  DESTRUCTION  OR MUTILATION OF WARRANT.
The Company  covenants  that upon receipt by the Company of evidence  reasonably
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Warrant,  and in case of loss,  theft or  destruction,  of indemnity or security
reasonably  satisfactory  to it, and upon  surrender  and  cancellation  of such
Warrant,  if mutilated,  the Company will make and deliver a new Warrant of like
tenor and dated as of such cancellation, in lieu of such Warrant.

                  10.      SATURDAYS,  SUNDAYS,  HOLIDAYS,  ETC.  If the last or
appointed  day for the  taking  of any  action  or the  expiration  of any right
required or granted herein shall be a Saturday,  Sunday or a legal holiday, then
such action may be taken or such right may be exercised  on the next  succeeding
day not a Saturday, Sunday or legal holiday.

                  11.      ADJUSTMENTS  OF EXERCISE  PRICE AND NUMBER OF WARRANT
SHARES;  STOCK SPLITS,  ETC. The number and kind of securities  purchasable upon
the  exercise  of this  Warrant  and the  Exercise  Price  shall be  subject  to
adjustment from time to time upon the happening of any of the following. In case
the  Company  shall (i) pay a  dividend  in  shares  of  Common  Stock or make a
distribution  in shares of Common  Stock to  holders of its  outstanding  Common
Stock,  (ii)  subdivide  its  outstanding  shares of Common Stock into a greater
number of shares,  (iii) combine its  outstanding  shares of Common Stock into a
smaller  number  of  shares of Common  Stock,  or (iv)  issue any  shares of its
capital  stock in a  reclassification  of the Common  Stock,  then the number of
Warrant  Shares  purchasable  upon  exercise of this Warrant  immediately  prior
thereto  shall be adjusted  so that the Holder  shall be entitled to receive the
kind and number of Warrant  Shares or other  securities  of the Company which it
would  have  owned or have  been  entitled  to  receive  had such  Warrant  been
exercised in advance  thereof.  Upon each such adjustment of the kind and number
of Warrant  Shares or other  securities  of the  Company  which are  purchasable
hereunder,  the Holder  shall  thereafter  be entitled to purchase the number of
Warrant Shares or other securities resulting from such adjustment at an Exercise
Price per Warrant Share or other security  obtained by multiplying  the Exercise
Price in effect  immediately  prior to such  adjustment by the number of Warrant
Shares  purchasable  pursuant  hereto  immediately  prior to such adjustment and
dividing by the number of Warrant Shares or other securities of the Company that
are purchasable pursuant hereto immediately after such adjustment. An adjustment
made pursuant to this paragraph  shall become  effective  immediately  after the
effective  date of such event  retroactive  to the record date, if any, for such
event.  For example,  if the Company  declared a 1-for-4 reverse stock split and
400 Warrant  Shares were  purchasable  hereunder,  then  immediately  after such
1-for-4  reverse  stock split the Warrant  Shares  purchasable  hereunder  would
become 100 and the Exercise  Price would become  [$3.00/$4.00]  per share.  Such
Exercise Price is obtained by  multiplying  the current  [$0.75/$1.00]  Exercise
Price by 400 Warrant  Shares  purchasable  under this  example and  dividing the
product by 100 Warrant Shares purchasable after the 1-for-4 reverse stock split.

                  12.      REORGANIZATION,       RECLASSIFICATION,       MERGER,
CONSOLIDATION OR DISPOSITION OF ASSETS. In case the Company shall reorganize its
capital, reclassify its capital stock, consolidate

                                       6
<PAGE>

or  merge  with  or into  another  corporation  (where  the  Company  is not the
surviving corporation or where there is a change in or distribution with respect
to the Common Stock of the Company),  or sell, transfer or otherwise dispose all
or substantially all of its property,  assets or business to another corporation
and,  pursuant to the terms of such  reorganization,  reclassification,  merger,
consolidation or disposition of assets,  shares of common stock of the successor
or acquiring  corporation,  or any cash,  shares of stock or other securities or
property of any nature whatsoever  (including  warrants or other subscription or
purchase  rights) in addition to or in lieu of common stock of the  successor or
acquiring  corporation ("OTHER PROPERTY"),  are to be received by or distributed
to the holders of Common  Stock of the  Company,  then the Holder shall have the
right thereafter to receive, 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 Other  Property  receivable  upon or as a
result  of  such  reorganization,  reclassification,  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 to such event.  In case of
any such reorganization,  reclassification, merger, consolidation or disposition
of assets ("Extraordinary Transaction"),  the successor or acquiring corporation
(if  other  than  the  Company)  shall  expressly  assume  the due and  punctual
observance  and  performance  of each and every  covenant and  condition of this
Warrant to be performed and observed by the Company and all the  obligations and
liabilities   hereunder,   subject  to  such  modifications  as  may  be  deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of the Company) in order to provide for  adjustments of Warrant Shares for which
this Warrant is exercisable  which shall be as nearly  equivalent as practicable
to the  adjustments  provided  for in this  SECTION 12. As soon as  commercially
practicable following the Extraordinary Transaction,  the successor or acquiring
corporation  (if other than the Company),  shall deliver to Holder a new warrant
in repacement of this Warrant  consistent with the provisions  referenced in the
immediately  preceding  sentence  against receipt by such successor or acquiring
corporation  of the original of this  Warrant.  For purposes of this SECTION 12,
"common stock of the successor or acquiring  corporation" shall include stock of
such  corporation  of any class which is not preferred as to dividends or assets
over any other  class of stock of such  corporation  and which is not subject to
redemption and shall also include any evidences of indebtedness, shares of stock
or other  securities  which are convertible  into or  exchangeable  for any such
stock,  either  immediately  or upon  the  arrival  of a  specified  date or the
happening of a specified event and any warrants or other rights to subscribe for
or purchase any such stock.  The  foregoing  provisions of this SECTION 12 shall
similarly  apply  to  successive  reorganizations,  reclassifications,  mergers,
consolidations or disposition of assets.

                  13.      VOLUNTARY  ADJUSTMENT BY THE COMPANY. The Company may
at any time during the term of this  Warrant  reduce the then  current  Exercise
Price to any amount and for any period of time deemed  appropriate  by the Board
of Directors of the Company.

                  14.      NOTICE OF ADJUSTMENT.  Whenever the number of Warrant
Shares or number or kind of securities or other  property  purchasable  upon the
exercise of this Warrant or the Exercise Price is adjusted,  as herein provided,
the Company  shall give notice  thereof to the Holder,  which notice shall state
the number of Warrant Shares (and other securities or property) purchasable upon
the exercise of this Warrant and the Exercise  Price of such Warrant Shares (and
other  securities  or property)  after such  adjustment,  setting  forth a brief
statement of the facts

                                       7
<PAGE>

requiring  such  adjustment  and  setting  forth the  computation  by which such
adjustment was made.

                  15.      NOTICE OF CORPORATE ACTION. If at any time:

                           (a)      the  Company  shall  take  a  record  of the
         holders  of its  Common  Stock for the  purpose  of  entitling  them to
         receive a dividend or other distribution, or any right to subscribe for
         or purchase any evidences of its  indebtedness,  any shares of stock of
         any class or any other securities or property,  or to receive any other
         right, or

                           (b)      there shall be any capital reorganization of
         the Company,  any  reclassification  or recapitalization of the capital
         stock of the Company or any consolidation or merger of the Company with
         (other  than a  consolidation  or merger in which  the  Company  is the
         surviving  corporation),  or any sale, transfer or other disposition of
         all or  substantially  all the  property,  assets  or  business  of the
         Company to, another corporation, or

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

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least fifteen (15) days' prior written notice of the date on which a record date
shall be selected for such dividend,  distribution  or right or for  determining
rights to vote in respect of any such reorganization,  reclassification, merger,
consolidation, sale, transfer, disposition,  liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer,  disposition,  dissolution,  liquidation or winding up, at least
fifteen  (15) days'  prior  written  notice of the date when the same shall take
place.  Such notice in accordance  with the foregoing  clause also shall specify
(i) the date on which any such  record is to be taken  for the  purpose  of such
dividend,  distribution or right,  the date on which the holders of Common Stock
shall be entitled to any such dividend,  distribution  or right,  and the amount
and  character  thereof,  and (ii) the  date on which  any such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled to exchange  their  Warrant  Shares for  securities  or other  property
deliverable upon such disposition,  dissolution, liquidation or winding up. Each
such written  notice shall be  sufficiently  given if addressed to Holder at the
last address of Holder  appearing  on the books of the Company and  delivered in
accordance with SECTION 17(d).

                  16.      AUTHORIZED  SHARES. The Company covenants that during
the period the Warrant is  outstanding,  it will reserve from its authorized and
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 "REQUIRED MINIMUM").  If, on any date, the number of authorized but
unissued  (and  otherwise  unreserved)  shares of Common  Stock is less than the
Required  Minimum on such date, then the Board of Directors of the Company shall
use  commercially  reasonable  efforts  to amend the  Company's  certificate  or
articles of  incorporation  to increase  the number of  authorized  but unissued
shares of Common Stock to at least the

                                       8
<PAGE>

number of shares of Common Stock that would result from the full exercise of the
Warrant Shares at such time, as soon as possible and in any event not later than
the 75th day after such date. The Company further covenants that its issuance of
this Warrant  shall  constitute  full  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 take all 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 be listed.

                  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
or  performance  of any of the  terms  of this  Warrant.  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 increase in 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  commercially  reasonable  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 in the
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.

                  17.      MISCELLANEOUS.

                           (a)      GOVERNING   LAW.   This  Warrant   shall  be
         governed by and construed in  accordance  with the internal laws of the
         State of California  without regard to the conflicts of laws principles
         thereof.  The parties hereto hereby  irrevocably agree that any suit or
         proceeding arising directly and/or indirectly pursuant to or under this
         Warrant,  shall be brought  solely in a federal or state courts located
         in the State of California. By its execution hereof, the parties hereby
         covenant and irrevocably submit to the IN PERSONAM  jurisdiction of the
         federal and state courts  located in the State of California  and agree
         that any  process  in any such  action  may be served  upon any of them
         personally,  or by certified mail or registered mail upon them or their
         agent, return receipt requested, with the same full force and effect as
         if personally served upon them in the State of California.  The parties
         hereto waive any claim that any such  jurisdiction  is not a convenient
         forum for any such suit or  proceeding  and any  defense  or lack of IN
         PERSONAM jurisdiction with respect thereto.

                                       9
<PAGE>

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

                           (c)      NONWAIVER AND ATTORNEYS'  FEES. 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 any
         action,  suit,  arbitration or other  proceeding for the enforcement of
         this  Warrant  is  brought  with  respect  to or  because of an alleged
         dispute, breach, default or misrepresentation in connection with any of
         the  provisions  hereof,  the  successful or prevailing  party shall be
         entitled to recover reasonable attorneys' fees and other costs incurred
         in that  proceeding,  in addition to any other relief to which it or he
         may be entitled.

                           (d)      NOTICES.  All notices  that are  required or
         may be given  pursuant to this Warrant must be in writing and delivered
         personally,  by a recognized courier service, by a recognized overnight
         delivery service,  or by registered or certified mail, postage prepaid,
         to the parties at the following  addresses (or to the attention of such
         other  Person or such  other  address  as any party may  provide to the
         other parties by notice in accordance with this section):

                           If to the Holder:


                           --------------------------------------------

                           --------------------------------------------

                           --------------------------------------------

                           Attention:
                                      ---------------------------------
                           Telephone:
                                      ---------------------------------

                           With a copy to:


                           --------------------------------------------

                           --------------------------------------------

                           Attention:
                                      ---------------------------------
                           Telephone:
                                      ---------------------------------

                           If to the Company:

                           2200 Powell Street, Suite 675
                           Emeryville, CA 94608
                           Attention: Isaac Cohen
                           Telephone: (510) 601-2000

                                       10
<PAGE>

                           With a copy to:

                           Greenberg Traurig, LLP
                           Met Life Building
                           200 Park Avenue
                           New York, NY 10166
                           Attention: Robert Cohen
                           Telephone: (212) 801-9200

         Any such  notice  or other  communication  will be  deemed to have been
         given and received  (whether actually received or not) on the day it is
         personally  delivered or  delivered  by courier or  overnight  delivery
         service or, if mailed, when actually received.

                           (e)      REMEDIES.   Holder,  in  addition  to  being
         entitled to exercise all rights 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 breach by it
         of the  provisions  of this  Warrant  and  hereby  agrees  to waive the
         defense  in any action for  specific  performance  that a remedy at law
         would be adequate.

                           (f)      SUCCESSORS    AND   ASSIGNS.    Subject   to
         applicable securities laws, this Warrant and the rights and obligations
         evidenced  hereby shall 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  Warrant and shall be
         enforceable by any such Holder.

                           (g)      AMENDMENT.  This  Warrant may be modified or
         amended  only with the  written  consent of the Company and the Holder.
         Waiver of any provision of this Warrant shall be in writing.

                           (h)      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
         provision  shall be  ineffective  to the extent of such  prohibition or
         invalidity,  without  invalidating  the remainder of such provisions or
         the remaining provisions of this Warrant.

                           (i)      HEADINGS.  The headings used in this Warrant
         are for the  convenience  of  reference  only and  shall  not,  for any
         purpose, be deemed a part of this Warrant.


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


                                       11
<PAGE>

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

Dated:  ___________ ___, 2005

                              LIGHTEN UP ENTERPRISES INTERNATIONAL, INC.


                              By:________________________________________
                                 Name:
                                 Title:


                                       12
<PAGE>

                               NOTICE OF EXERCISE

To:      Lighten Up Enterprises International, Inc.

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

                  (2) Payment  shall take the form of lawful money of the United
States.

                  (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:

                           -------------------------------

                           -------------------------------

                           -------------------------------

                  (4)  ACCREDITED  INVESTOR.  The  undersigned is an "accredited
investor"  as defined  in  Regulation  D under the  Securities  Act of 1933,  as
amended.

                                          [PURCHASER]


                                          By: ______________________________
                                          Name:
                                          Title:

                                          Dated:  ________________________

<PAGE>

                                 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,  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 the Warrant,  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 of authority to assign the foregoing Warrant.