NOTWITHSTANDING
      ANYTHING HEREIN TO THE CONTRARY, ALL PRICES AND SHARE NUMBERS REFERENCED
      HEREUNDER, INCLUDING THE EXERCISE PRICE, SHALL NOT BE ADJUSTED IN CONNECTION
      WITH THE REVERSE STOCK SPLIT CONTEMPLATED PURSUANT TO SECTION 4.16 OF THE
      PURCHASE AGREEMENT

    
      


      NEITHER
        THIS SECURITY NOR THE SECURITIES FOR 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 TO SUCH EFFECT,
        THE
        SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY
        AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED
        IN
        CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
        SECURITIES.

      


      COMMON
        STOCK PURCHASE WARRANT

      


      OCTAVIAN
        GLOBAL TECHNOLOGIES, INC.

       

      
        	
                Warrant
                  Shares: _______

              	
                Initial
                  Exercise Date: September __, 2008

              


      

       

      THIS
        COMMON STOCK PURCHASE WARRANT (the “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 hereof
        (the
“Initial
        Exercise Date”)
        and on
        or prior to the close of business on the ______ year anniversary of the Initial
        Exercise Date (the “Termination
        Date”)
        but
        not thereafter, to subscribe for and purchase from Octavian Global Technologies,
        Inc., a Delaware corporation (the “Company”),
        up to
        ______ shares (the “Warrant
        Shares”)
        of
        Common Stock. The purchase price of one share of Common Stock under this
        Warrant
        shall be equal to the Exercise Price, as defined in Section 2(b).

       

      Section
        1. Definitions.
        Capitalized terms used and not otherwise defined herein shall have the meanings
        set forth in that certain Securities Purchase Agreement (the “Purchase
        Agreement”),
        dated
        September 30, 2008, among the Company and the purchasers signatory
        thereto.

       

      Section
        2. Exercise.

       


      
        
           

        

        
          1

          
            

          

        

        
           

        

      


      a) Exercise
        of Warrant.
        Exercise of the purchase rights represented by this Warrant may be made,
        in
        whole or in part, at any time or times on or after the Initial Exercise Date
        and
        on or before the Termination Date by delivery to 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 the Holder appearing on the books of
        the
        Company) of a duly executed facsimile copy of the Notice of Exercise Form
        annexed hereto; and, within 3 Trading Days of the date said Notice of Exercise
        is delivered to the Company, the Company shall have received payment of the
        aggregate Exercise Price of the shares thereby purchased by wire transfer
        or
        cashier’s check drawn on a United States bank. Notwithstanding anything herein
        to the contrary, the Holder shall not be required to physically surrender
        this
        Warrant to the Company until the Holder has purchased all of the Warrant
        Shares
        available hereunder and the Warrant has been exercised in full, in which
        case,
        the Holder shall surrender this Warrant to the Company for cancellation within
        3
        Trading Days of the date the final Notice of Exercise is delivered to the
        Company. Partial exercises of this Warrant resulting in purchases of a portion
        of the total number of Warrant Shares available hereunder shall have the
        effect
        of lowering the outstanding number of Warrant Shares purchasable hereunder
        in an
        amount equal to the applicable number of Warrant Shares purchased. The Holder
        and the Company shall maintain records showing the number of Warrant Shares
        purchased and the date of such purchases. The Company shall deliver any
        objection to any Notice of Exercise Form within 1 Business Day of receipt
        of
        such notice. In the event of any dispute or discrepancy, the records, of
        the
        Holder shall be controlling and determinative in the absence of Manifest
        error.
The
        Holder and any assignee, by acceptance of this Warrant, acknowledge and agree
        that, by reason of the provisions of this paragraph, following the purchase
        of a
        portion of the Warrant Shares hereunder, the number of Warrant Shares available
        for purchase hereunder at any given time may be less than the amount stated
        on
        the face hereof.

       

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

       

      c) Cashless
        Exercise.
        This
        Warrant may also be exercised at such time by means of a “cashless exercise” in
        which the Holder shall be entitled to receive a certificate for the number
        of
        Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by
        (A),
        where:

       

      (A)
        = the
        VWAP on the Trading Day immediately preceding the date of such
        election;

      


      (B)
        = the
        Exercise Price of this Warrant, as adjusted; and 

      


      (X)
        = the
        number of Warrant Shares issuable upon exercise of this Warrant in accordance
        with the terms of this Warrant by means of a cash exercise rather than a
        cashless exercise.

      


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


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      d) Holder’s
        Restrictions.
        [HOLDER’S
        OPTION AT TIME OF ISSUANCE]
        The
        Company shall not effect any exercise of this Warrant, and a Holder shall
        not
        have the right to exercise any portion of this Warrant, pursuant to Section
        2 or
        otherwise, to the extent that after giving effect to such issuance after
        exercise as set forth on the applicable Notice of Exercise, the Holder (together
        with the Holder’s Affiliates, and any other person or entity acting as a group
        together with the Holder or any of the Holder’s Affiliates), would beneficially
        own in excess of the Beneficial Ownership Limitation (as defined below). 
For purposes of the foregoing sentence, the number of shares of Common Stock
        beneficially owned by the Holder and its Affiliates shall include the number
        of
        shares of Common Stock issuable upon exercise of this Warrant with respect
        to
        which such determination is being made, but shall exclude the number of shares
        of Common Stock which would be issuable upon (A) exercise of the remaining,
        nonexercised portion of this Warrant beneficially owned by the Holder or
        any of
        its Affiliates and (B) exercise or conversion of the unexercised or nonconverted
        portion of any other securities of the Company (including, without limitation,
        any other Common Stock Equivalents) subject to a limitation on conversion
        or
        exercise analogous to the limitation contained herein beneficially owned
        by the
        Holder or any of its affiliates.  Except as set forth in the preceding
        sentence, for purposes of this Section 2(d), beneficial ownership shall be
        calculated in accordance with Section 13(d) of the Exchange Act and the rules
        and regulations promulgated thereunder, it being acknowledged by the Holder
        that
        the Company is not representing to the Holder that such calculation is in
        compliance with Section 13(d) of the Exchange Act and the Holder is solely
        responsible for any schedules required to be filed in accordance therewith.
        To
        the extent that the limitation contained in this Section 2(d) applies, the
        determination of whether this Warrant is exercisable (in relation to other
        securities owned by the Holder together with any Affiliates) and of which
        portion of this Warrant is exercisable shall be in the sole discretion of
        the
        Holder, and the submission of a Notice of Exercise shall be deemed to be
        the
        Holder’s determination of whether this Warrant is exercisable (in relation to
        other securities owned by the Holder together with any Affiliates) and of
        which
        portion of this Warrant is exercisable, in each case subject to the Beneficial
        Ownership Limitation, and the Company shall have no obligation to verify
        or
        confirm the accuracy of such determination. In addition, a determination
        as to
        any group status as contemplated above shall be determined in accordance
        with
        Section 13(d) of the Exchange Act and the rules and regulations promulgated
        thereunder. For purposes of this Section 2(d), in determining the number
        of
        outstanding shares of Common Stock, a Holder may rely on the number of
        outstanding shares of Common Stock as reflected in (A) the Company’s most recent
        periodic or annual report, as the case may be, (B) a more recent public
        announcement by the Company or (C) any other notice by the Company or the
        Transfer Agent setting forth the number of shares of Common Stock
        outstanding.  Upon the written or oral request of a Holder, the Company
        shall within two Trading Days confirm orally and in writing to the Holder
        the
        number of shares of Common Stock then outstanding.  In any case, the number
        of outstanding shares of Common Stock shall be determined after giving effect
        to
        the conversion or exercise of securities of the Company, including this Warrant,
        by the Holder or its Affiliates since the date as of which such number of
        outstanding shares of Common Stock was reported. The “Beneficial
        Ownership Limitation”
shall
        be 4.99% of the number of shares of the Common Stock outstanding immediately
        after giving effect to the issuance of shares of Common Stock issuable upon
        exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice
        to the Company, may increase or decrease the Beneficial Ownership Limitation
        provisions of this Section 2(d), provided that the Beneficial Ownership
        Limitation in no event exceeds 9.99% of the number of


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      shares
        of
        the Common Stock outstanding immediately after giving effect to the issuance
        of
        shares of Common Stock upon exercise of this Warrant held by the Holder and
        the
        provisions of this Section 2(d) shall continue to apply. Any such increase
        or
        decrease will not be effective until the 61st
        day
        after such notice is delivered to the Company. The provisions of this paragraph
        shall be construed and implemented in a manner otherwise than in strict
        conformity with the terms of this Section 2(d) to correct this paragraph
        (or any
        portion hereof) which may be defective or inconsistent with the intended
        Beneficial Ownership Limitation herein contained or to make changes or
        supplements necessary or desirable to properly give effect to such limitation.
        The limitations contained in this paragraph shall apply to a successor holder
        of
        this Warrant.

       

      e) Mechanics
        of Exercise.
        

       

      i. Delivery
        of Certificates Upon Exercise.
        Certificates for shares purchased hereunder shall be transmitted by the Transfer
        Agent to the Holder by crediting the account of the Holder’s prime broker with
        the Depository Trust Company through its Deposit Withdrawal Agent Commission
        (“DWAC”)
        system
        if the Company is then a participant in such system and either (A) there
        is an
        effective Registration Statement permitting the resale of the Warrant Shares
        by
        the Holder or (B) the shares are immediately eligible for resale without
        volume
        or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical
        delivery to the address specified by the Holder in the Notice of Exercise
        within
        five Trading Days from the delivery to the Company of the Notice of Exercise
        Form, surrender of this Warrant (if required) and payment of the aggregate
        Exercise Price as set forth above (the “Warrant
        Share Delivery Date”).
        This
        Warrant shall be deemed to have been exercised on the date the Exercise Price
        is
        received by the Company. The Warrant Shares shall be deemed to have been
        issued,
        and Holder or any other person so designated to be named therein shall be
        deemed
        to have become a holder of record of such shares for all purposes, as of
        the
        date the Warrant has been exercised by payment to the Company of the Exercise
        Price (or by cashless exercise, if permitted) and all taxes required to be
        paid
        by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance
        of
        such shares, have been paid. If the Company fails for any reason to deliver
        to
        the Holder certificates evidencing the Warrant Shares subject to a Notice
        of
        Exercise by the Warrant Share Delivery Date, the Company shall pay to the
        Holder, in cash, as liquidated damages and not as a penalty, for each $2,000
        of
        Warrant Shares subject to such exercise (based on the VWAP of the Common
        Stock
        on the date of the applicable Notice of Exercise), $10 per Trading Day
        (increasing to $20 per Trading Day on the fifth Trading Day after such
        liquidated damages begin to accrue) for each Trading Day after the fifth
        Trading
        Day following the Warrant Share Delivery Date until such certificates are
        delivered.

       

      ii. Delivery
        of New Warrants Upon Exercise.
        If this
        Warrant shall have been exercised in part, the Company shall, at the request
        of
        a Holder and upon surrender of this Warrant certificate, at the time of delivery
        of the certificate or certificates representing Warrant Shares,

       


      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      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.

       

      iii. Rescission
        Rights.
        If the
        Company fails to cause the Transfer Agent to transmit to the Holder a
        certificate or the certificates representing the Warrant Shares pursuant
        to
        Section 2(e)(i) by the fifth Trading Day following Warrant Share Delivery
        Date,
        then, the Holder will have the right to rescind such exercise.

       

      iv. Compensation
        for Buy-In on Failure to Timely Deliver Certificates Upon
        Exercise.
        In
        addition to any other rights available to the Holder, if the Company fails
        to
        cause the Transfer Agent to transmit to the Holder a certificate or the
        certificates representing the Warrant Shares pursuant to an exercise on or
        before the fifth Trading Day following the Warrant Share Delivery Date, and
        if
        after such date the Holder is required by its broker to purchase (in an open
        market transaction or otherwise) or the Holder’s brokerage firm otherwise
        purchases, shares of Common Stock to deliver in satisfaction of a sale by
        the
        Holder of the Warrant Shares which the Holder was entitled to receive upon
        such
        exercise (a “Buy-In”),
        then
        the Company shall (A) pay in cash to the Holder the amount by which (x) the
        Holder’s total purchase price (including brokerage commissions, if any) for the
        shares of Common Stock so purchased exceeds (y) the amount obtained by
        multiplying (1) the number of Warrant Shares that the Company was required
        to
        deliver to the Holder in connection with the exercise at issue times (2)
        the
        price at which the sell order giving rise to such purchase obligation was
        executed, and (B) at the option of the Holder, either reinstate the portion
        of
        the Warrant and equivalent number of Warrant Shares for which such exercise
        was
        not honored or deliver to the Holder the number of shares of Common Stock
        that
        would have been issued had the Company timely complied with its exercise
        and
        delivery obligations hereunder. For example, if the Holder purchases Common
        Stock having a total purchase price of $11,000 to cover a Buy-In with respect
        to
        an attempted exercise of shares of Common Stock with an aggregate sale price
        giving rise to such purchase obligation of $10,000, under clause (A) of the
        immediately preceding sentence the Company shall be required to pay the Holder
        $1,000. The Holder shall provide the Company written notice indicating the
        amounts payable to the Holder in respect of the Buy-In and, upon request
        of the
        Company, evidence of the amount of such loss. Nothing herein shall limit
        a
        Holder’s right to pursue any other remedies available to it hereunder, at law or
        in equity including, without limitation, a decree of specific performance
        and/or
        injunctive relief with respect to the Company’s failure to timely deliver
        certificates representing shares of Common Stock upon exercise of the Warrant
        as
        required pursuant to the terms hereof.

       


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      v. 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 Holder
        would
        otherwise be entitled to purchase upon such exercise, the Company shall,
        at its
        election, either pay a cash adjustment in respect of such final fraction
        in an
        amount equal to such fraction multiplied by the Exercise Price or round up
        to
        the next whole share.

       

      vi. 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.

       

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

       

      Section
        3. Certain
        Adjustments.

       

      a) Stock
        Dividends and Splits.
        Notwithstanding
        anything herein to the contrary, this provision shall not adjust the Exercise
        Price or number of Warrant Shares in connection with the reverse stock split
        contemplated pursuant to Section 4.16 of the Purchase Agreement.
If
        the
        Company, at any time while this Warrant is outstanding: (i) pays a stock
        dividend or otherwise make a distribution or distributions on shares of its
        Common Stock or any other equity or equity equivalent securities payable
        in
        shares of Common Stock (which, for avoidance of doubt, shall not include
        any
        shares of Common Stock issued by the Company upon exercise of this Warrant),
        (ii) subdivides outstanding shares of Common Stock into a larger number of
        shares, (iii) combines (including by way of reverse stock split) outstanding
        shares of Common Stock into a smaller number of shares or (iv) issues by
        reclassification of shares of the Common Stock any shares of capital stock
        of
        the Company, then in each case the Exercise Price shall be multiplied by
        a
        fraction of which the numerator shall be the number of shares of Common Stock
        (excluding treasury shares, if any) outstanding immediately before such event
        and of which the denominator shall be the number of shares of Common Stock
        outstanding immediately after such event and the number of shares issuable
        upon
        exercise of this Warrant shall be proportionately adjusted such that the
        aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment
        made pursuant to this Section 3(a) shall become effective immediately after
        the
        record date for the determination of stockholders entitled to receive such
        dividend or distribution and shall

       


      
        
           

        

        
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      become
        effective immediately after the effective date in the case of a subdivision,
        combination or re-classification.

       

      b) Subsequent
        Equity Sales.
        If the
        Company or any Subsidiary thereof, as applicable, at any time while this
        Warrant
        is outstanding, shall sell or grant any option to purchase, or sell or grant
        any
        right to reprice, or otherwise dispose of or issue (or announce any offer,
        sale,
        grant or any option to purchase or other disposition) any Common Stock or
        Common
        Stock Equivalents entitling any Person to acquire shares of Common Stock,
        at an
        effective price per share less than the then Exercise Price (such lower price,
        the “Base
        Share Price”
and
        such issuances collectively, a “Dilutive
        Issuance”)
        (if
        the holder of the Common Stock or Common Stock Equivalents so issued shall
        at
        any time, whether by operation of purchase price adjustments, reset provisions,
        floating conversion, exercise or exchange prices or otherwise, or due to
        warrants, options or rights per share which are issued in connection with
        such
        issuance, be entitled to receive shares of Common Stock at an effective price
        per share which is less than the Exercise Price, such issuance shall be deemed
        to have occurred for less than the Exercise Price on such date of the Dilutive
        Issuance), then, the Exercise Price shall be reduced and only reduced to
        equal
        the Base Share Price and the number of Warrant Shares issuable hereunder
        shall
        be increased such that the aggregate Exercise Price payable hereunder, after
        taking into account the decrease in the Exercise Price, shall be equal to
        the
        aggregate Exercise Price prior to such adjustment. Such adjustment shall
        be made
        whenever such Common Stock or Common Stock Equivalents are issued.
        Notwithstanding the foregoing, no adjustments shall be made, paid or issued
        under this Section 3(b) in respect of an Exempt Issuance. The Company shall
        notify the Holder, in writing, no later than the Trading Day following the
        issuance of any Common Stock or Common Stock Equivalents subject to this
        Section
        3(b), indicating therein the applicable issuance price, or applicable reset
        price, exchange price, conversion price and other pricing terms (such notice,
        the “Dilutive
        Issuance Notice”).
        For
        purposes of clarification, whether or not the Company provides a Dilutive
        Issuance Notice pursuant to this Section 3(b), upon the occurrence of any
        Dilutive Issuance, after the date of such Dilutive Issuance the Holder is
        entitled to receive a number of Warrant Shares based upon the Base Share
        Price
        regardless of whether the Holder accurately refers to the Base Share Price
        in
        the Notice of Exercise.

       

      c) Subsequent
        Rights Offerings.
        If the
        Company, at any time while the Warrant is outstanding, shall issue rights,
        options or warrants to all holders of Common Stock (and not to Holders)
        entitling them to subscribe for or purchase shares of Common Stock at a price
        per share less than the VWAP at the record date mentioned below, then, the
        Exercise Price shall be multiplied by a fraction, of which the denominator
        shall
        be the number of shares of the Common Stock outstanding on the date of issuance
        of such rights or warrants plus the number of additional shares of Common
        Stock
        offered for subscription or purchase, and of which the numerator shall be
        the
        number of shares of the Common Stock outstanding on the date of issuance
        of such
        rights or warrants plus the number of shares which the aggregate offering
        price
        of the total number of shares so offered (assuming receipt by the Company
        in
        full of all consideration payable upon exercise of such rights, options or
        warrants) would purchase at such VWAP. Such adjustment shall be made whenever
        such rights or warrants are issued, and shall become

       


      
        
           

        

        
          7

          
            

          

        

        
           

        

      


      effective
        immediately after the record date for the determination of stockholders entitled
        to receive such rights, options or warrants. 

       

      d) Pro
        Rata Distributions.
        If the
        Company, at any time while this Warrant is outstanding, shall distribute
        to all
        holders of Common Stock (and not to Holders of the Warrants) evidences of
        its
        indebtedness or assets (including cash and cash dividends) or rights or warrants
        to subscribe for or purchase any security other than the Common Stock (which
        shall be subject to Section 3(b)), then in each such case the Exercise Price
        shall be adjusted by multiplying the Exercise Price in effect immediately
        prior
        to the record date fixed for determination of stockholders entitled to receive
        such distribution by a fraction of which the denominator shall be the VWAP
        determined as of the record date mentioned above, and of which the numerator
        shall be such VWAP on such record date less the then per share fair market
        value
        at such record date of the portion of such assets or evidence of indebtedness
        so
        distributed applicable to one outstanding share of the Common Stock as
        determined by the Board of Directors in good faith. In either case the
        adjustments shall be described in a statement provided to the Holder of the
        portion of assets or evidences of indebtedness so distributed or such
        subscription rights applicable to one share of Common Stock. Such adjustment
        shall be made whenever any such distribution is made and shall become effective
        immediately after the record date mentioned above.

       

      e) Fundamental
        Transaction.
        If, at
        any time while this Warrant is outstanding, (i) the Company effects any merger
        or consolidation of the Company with or into another Person, (ii) the Company
        effects any sale of all or substantially all of its assets in one or a series
        of
        related transactions, (iii) any tender offer or exchange offer (whether by
        the
        Company or another Person) is completed pursuant to which holders of Common
        Stock are permitted to tender or exchange their shares for other securities,
        cash or property or (iv) the Company effects any reclassification of the
        Common
        Stock or any compulsory share exchange pursuant to which the Common Stock
        is
        effectively converted into or exchanged for other securities, cash or property
        (each “Fundamental
        Transaction”),
        then,
        upon any subsequent exercise of this Warrant, the Holder shall have the right
        to
        receive, for each Warrant Share that would have been issuable upon such exercise
        immediately prior to the occurrence of such Fundamental Transaction, the
        number
        of shares of Common Stock of the successor or acquiring corporation or of
        the
        Company, if it is the surviving corporation, and any additional consideration
        (the “Alternate
        Consideration”)
        receivable as a result of such 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. For purposes of any such exercise,
        the determination of the Exercise Price shall be appropriately adjusted to
        apply
        to such Alternate Consideration based on the amount of Alternate Consideration
        issuable in respect of one share of Common Stock in such Fundamental
        Transaction, and the Company shall apportion the Exercise Price among the
        Alternate Consideration in a reasonable manner reflecting the relative value
        of
        any different components of the Alternate Consideration. If holders of Common
        Stock are given any choice as to the securities, cash or property to be received
        in a Fundamental Transaction, then the Holder shall be given the same choice
        as
        to the Alternate Consideration it receives upon any exercise of this Warrant
        following such Fundamental Transaction. To the extent necessary to effectuate
        the foregoing provisions, any successor to the Company or

       


      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      surviving
        entity in such Fundamental Transaction shall issue to the Holder a new warrant
        consistent with the foregoing provisions and evidencing the Holder’s right to
        exercise such warrant into Alternate Consideration. The terms of any agreement
        pursuant to which a Fundamental Transaction is effected shall include terms
        requiring any such successor or surviving entity to comply with the provisions
        of this Section 3(e) and insuring that this Warrant (or any such replacement
        security) will be similarly adjusted upon any subsequent transaction analogous
        to a Fundamental Transaction. Notwithstanding anything to the contrary, in
        the
        event of a Fundamental Transaction that is (1) an all cash transaction, (2)
        a
“Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, or (3)
        a Fundamental Transaction involving a person or entity not traded on a national
        securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market,
        or the Nasdaq Capital Market, the Company or any successor entity shall pay
        at
        the Holder’s option, exercisable at any time concurrently with or within 30 days
        after the consummation of the Fundamental Transaction, an amount of cash
        equal
        to the value of this Warrant as determined in accordance with the Black Scholes
        Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (A)
        a price per share of Common Stock equal to the VWAP of the Common Stock for
        the
        Trading Day immediately preceding the date of consummation of the applicable
        Fundamental Transaction, (B) the risk-free interest rate corresponding to
        the
        U.S. Treasury rate for a period equal to the remaining term of this Warrant
        as
        of the date of consummation of the applicable Fundamental Transaction, (C)
        an
        expected volatility equal to the 100 day volatility obtained from the “HVT”
function on Bloomberg L.P. determined as of the Trading Day immediately
        following the public announcement of the applicable Fundamental Transaction
        and
        (D) a remaining option time equal to the time between the date of the public
        announcement of such transaction and the Termination Date (the “Black
        Scholes Value”).
        

       

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

       

      g) Notice
        to Holder.
        

       

      i. Adjustment
        to Exercise Price.
        Whenever the Exercise Price is adjusted pursuant to any provision of this
        Section 3, the Company shall promptly mail to the Holder a notice setting
        forth
        the Exercise Price after such adjustment and setting forth a brief statement
        of
        the facts requiring such adjustment. If the Company enters into a Variable
        Rate
        Transaction, despite the prohibition thereon in the Purchase Agreement, the
        Company shall be deemed to have issued Common Stock or Common Stock Equivalents
        at the lowest possible conversion or exercise price at which such securities
        may
        be converted or exercised.

       

      ii. Notice
        to Allow Exercise by Holder.
        If (A)
        the Company shall declare a dividend (or any other distribution in whatever
        form) on the

       


      
        
           

        

        
          9

          
            

          

        

        
           

        

      


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

       

      Section
        4. Transfer
        of Warrant.

       

      a) Transferability.
        Subject
        to compliance with any applicable securities laws and the conditions set
        forth
        in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase
        Agreement, this Warrant and all rights hereunder (including, without limitation,
        any registration rights) are transferable, in whole or in part, upon surrender
        of this Warrant at the principal office of the Company or its designated
        agent,
        together with a written assignment of this Warrant substantially in the form
        attached hereto duly executed by 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,
        as applicable, 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

       


      
        
           

        

        
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      shall
        promptly be cancelled. The Warrant, if properly assigned, may be exercised
        by a
        new holder for the purchase of Warrant Shares without having a new Warrant
        issued. 

       

      b) New
        Warrants.
        This
        Warrant may be divided or combined with other Warrants 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 4(a), as to any transfer which may be involved in such division or
        combination, the Company shall execute and deliver a new Warrant or Warrants
        in
        exchange for the Warrant or Warrants to be divided or combined in accordance
        with such notice. All Warrants issued on transfers or exchanges shall be
        dated
        the Initial Exercise Date and shall be identical with this Warrant except
        as to
        the number of Warrant Shares issuable pursuant thereto. 

       

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

       

      d) Transfer
        Restrictions.
        If,
        at the
time
        of
        the surrender of this Warrant in connection with any transfer of this Warrant,
        the transfer of this Warrant shall not be either (i) registered pursuant
        to an
        effective registration
        statement under the Securities Act
        and
under
        applicable state securities or blue sky laws or (ii) eligible for resale
        without
        volume or manner-of-sale restrictions pursuant to Rule 144, the Company may
        require, as a condition of allowing such transfer, that the Holder or transferee
        of this Warrant, as the case may be, comply
        with the provisions of Section 5.7 of the Purchase Agreement.

       

      Section
        5. Miscellaneous.

       

      a) No
        Rights as Stockholder Until Exercise.
        This
        Warrant does not entitle the Holder to any voting rights or other rights
        as a
        stockholder of the Company prior to the exercise hereof as set forth in Section
        2(e)(i). 

       

      b) 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
        or any stock certificate relating to the Warrant Shares, and in case of loss,
        theft or destruction, of indemnity or security reasonably satisfactory to
        it
        (which, in the case of the Warrant, shall not include the posting of any
        bond),
        and upon surrender and cancellation of such Warrant or stock certificate,
        if
        mutilated, the Company will make and deliver a new Warrant or stock certificate
        of like tenor and dated as of such cancellation, in lieu of such Warrant
        or
        stock certificate.

       


      
        
           

        

        
          11

          
            

          

        

        
           

        

      


      c) 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 not be a Business Day, then, such
        action
        may be taken or such right may be exercised on the next succeeding Business
        Day.

       

      d) Authorized
        Shares.
        

       

      The
        Company covenants that, during the period the Warrant is outstanding, it
        will
        reserve from its 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 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.
        The Company covenants that all Warrant Shares which may be issued upon the
        exercise of the purchase rights represented by this Warrant will, upon exercise
        of the purchase rights represented by this Warrant, be duly authorized, validly
        issued, fully paid and nonassessable and free from all taxes, liens and charges
        created by the Company in respect of the issue thereof (other than taxes
        in
        respect of any transfer occurring contemporaneously with such issue).


       

      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, but will at all times in good faith assist in the carrying out of
        all
        such terms and in the taking of all such actions as may be necessary or
        appropriate to protect the rights of Holder as set forth in this Warrant
        against
        impairment. Without limiting the generality of the foregoing, the Company
        will
        (i) 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,
        (ii) 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 (iii) 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

       


      
        
           

        

        
          12

          
            

          

        

        
           

        

      


      consents
        thereto, as may be necessary from any public regulatory body or bodies having
        jurisdiction thereof.

       

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

       

      f) 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.

       

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

       

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

       

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

       

      j) Remedies.
        The
        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 and not to assert the
        defense in any action for specific performance that a remedy at law would
        be
        adequate.

       

      k) Successors
        and Assigns.
        Subject
        to applicable securities laws, this Warrant and the rights and obligations
        evidenced 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 the Holder
        or
        holder of Warrant Shares.

       

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

       


      
        
           

        

        
          13

          
            

          

        

        
           

        

      


      m) Severability.
        Wherever possible, each provision of this Warrant shall be interpreted in
        such
        manner as to be effective and valid under applicable law, but if any provision
        of this Warrant shall be prohibited by or invalid under applicable law, such
        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.

       

      n) 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.

       

      


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

      


      


      (Signature
        Pages Follow)

       


      
        
           

        

        
          14

          
            

          

        

        
           

        

      


      


      


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

       

      


       

      
        	
                OCTAVIAN
                  GLOBAL TECHNOLOGIES, INC.

              
	 
	 
	
                By: 
                  __________________________________________

                Name:
                  Harmen Brenninkmeijer

                Title:
                  Chief Executive Officer

              


      

      


       

      



      
        
          
          

           

        

        
          15

          
            

          

        

        
           

          
          

        

      

       

      NOTICE
        OF EXERCISE

      


      TO: OCTAVIAN
        GLOBAL TECHNOLOGIES, 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 (check applicable box):

       

      [
        ] in
        lawful money of the United States; or

       

      [
        ] [if
        permitted] the cancellation of such number of Warrant Shares as is necessary,
        in
        accordance with the formula set forth in subsection 2(c), to exercise this
        Warrant with respect to the maximum number of Warrant Shares purchasable
        pursuant to the cashless exercise procedure set forth in subsection
        2(c).

       

      (3) Please
        issue a certificate or certificates representing said Warrant Shares in the
        name
        of the undersigned or in such other name as is specified below:

       

      _______________________________

       

      


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

      


      _______________________________

       

      _______________________________

       

      _______________________________

      


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

      


      [SIGNATURE
        OF HOLDER]

       

      Name
        of
        Investing Entity:
        ________________________________________________________________________

      Signature
        of Authorized Signatory of Investing Entity:
        _________________________________________________

      Name
        of
        Authorized Signatory:
        ___________________________________________________________________

      Title
        of
        Authorized Signatory:
        ____________________________________________________________________

      Date:
        ________________________________________________________________________________________

      


      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      ASSIGNMENT
        FORM

      


      (To
        assign the foregoing warrant, execute

      this
        form
        and supply required information. 

      Do
        not
        use this form to exercise the warrant.)

      


      


      


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

       

      


      _______________________________________________
        whose address is

      


      _______________________________________________________________.

      


      


      


      _______________________________________________________________

      


      Dated:
        ______________, _______

      


      


      Holder’s
        Signature:   _____________________________

      


      Holder’s
        Address:     _____________________________

       

                                                                                          
        _____________________________

      


      


      


      Signature
        Guaranteed: ___________________________________________

      


      


      NOTE:
        The
        signature to this Assignment Form must correspond with the name as it appears
        on
        the face of 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.