Unassociated Document


    FORM
OF SERIES [A] [B] WARRANT

     

    NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL SELECTED BY THE HOLDER, IN A FORM REASONABLY SATISFACTORY TO THE
COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD
PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.

     

    RADIENT
PHARMACEUTICALS CORPORATION

     

    Warrant
To Purchase Common Stock

     

    Warrant
No.: ____________

    Number of
Shares of Common Stock:_____________

    Date of
Issuance:  January [___], 2011 ("Issuance Date")

     

    Radient
Pharmaceuticals Corporation, a Delaware corporation (the "Company"), hereby certifies
that, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, [BUYER], the registered holder hereof or its permitted
assigns (the "Holder"),
is entitled, subject to the terms set forth below, to purchase from the Company,
at the Exercise Price (as defined below) then in effect, at any time or times on
or after the Initial Exercisability Date (as defined below), but not after 11:59
p.m., New York time, on the Expiration Date, (as defined below), ______________
(_____________)1
fully paid nonassessable shares of Common Stock, par value $0.001 per share,
subject to adjustment as provided herein (the "Warrant
Shares").  Except as otherwise defined herein, capitalized
terms in this Warrant to Purchase Common Stock (including any Warrants to
Purchase Common Stock issued in exchange, transfer or replacement hereof, this
"Warrant"), shall have
the meanings set forth in Section 18.  This Warrant is one of the
Warrants to purchase Common Stock (the "SPA Warrants") issued pursuant
to Section 1 of that certain Securities Purchase Agreement, dated as of January
30, 2011 (the "Subscription
Date"), by and among the Company and the investors (the "Buyers") referred to therein
(the "Securities Purchase
Agreement").  Capitalized terms used herein and not otherwise
defined shall have the definitions ascribed to such terms in the Securities
Purchase Agreement.

     

    
      
        

      

    

    
      1 [SERIES A: Insert the number
equal to the quotient determined by dividing the aggregate principal amount of
SPA Securities issued to the Holder pursuant to the Securities Purchase
Agreement by the initial Conversion Price (as defined in the SPA Securities).]
[SERIES B: Insert the
number equal to 50% of the quotient determined by dividing the aggregate
principal amount of SPA Securities issued to the Holder pursuant to the
Securities Purchase Agreement by the initial Conversion Price (as defined in the
SPA Securities).]

      

        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

    

     

    1.           EXERCISE OF
WARRANT.

     

    (a)           Mechanics of
Exercise.  Subject to the terms and conditions hereof
(including, without limitation, the limitations set forth in Section 1(f)), this
Warrant may be exercised by the Holder on any time or times on or after the
Initial Exercisability Date, in whole or in part, by (i) delivery of a
written notice, in the form attached hereto as Exhibit A (the "Exercise Notice"), of the
Holder's election to exercise this Warrant and (ii) (A) payment to the
Company of an amount equal to the applicable Exercise Price multiplied by the
number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise Price") in
cash or by wire transfer of immediately available funds or (B) by notifying the
Company that this Warrant is being exercised pursuant to a Cashless Exercise (as
defined in Section 1(d)).  The Holder shall not be required to deliver
the original Warrant in order to effect an exercise
hereunder.  Execution and delivery of the Exercise Notice with respect
to less than all of the Warrant Shares shall have the same effect as
cancellation of the original Warrant and issuance of a new Warrant evidencing
the right to purchase the remaining number of Warrant Shares.  On or
before the first (1st)
Trading Day following the date on which the Company has received the Exercise
Notice, the Company shall transmit by facsimile an acknowledgment of
confirmation of receipt of the Exercise Notice to the Holder and the Company's
transfer agent (the "Transfer
Agent").  On or before the third (3rd)
Trading Day following the date on which the Company has received the Exercise
Notice (the "Share Delivery
Date"), so long as the Holder delivers the Aggregate Exercise Price (or
notice of a Cashless Exercise) on or prior to the second (2nd)
Trading Day following the date on which the Company has received the Exercise
Notice, the Company shall (X) provided that the Transfer Agent is participating
in The Depository Trust Company ("DTC") Fast Automated
Securities Transfer Program, upon the request of the Holder, credit such
aggregate number of Warrant Shares to which the Holder is entitled pursuant to
such exercise to the Holder's or its designee's balance account with DTC through
its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is
not participating in the DTC Fast Automated Securities Transfer Program, issue
and dispatch by overnight courier to the address as specified in the Exercise
Notice, a certificate, registered in the Company's share register in the name of
the Holder or its designee, for the number of shares of Common Stock to which
the Holder is entitled pursuant to such exercise.  The Company shall
be responsible for all fees and expenses of the Transfer Agent and all fees and
expenses with respect to the issuance of Warrant Shares via DTC, if
any.  Upon delivery of the Exercise Notice, the Holder shall be deemed
for all corporate purposes to have become the holder of record of the Warrant
Shares with respect to which this Warrant has been exercised, irrespective of
the date such Warrant Shares are credited to the Holder's DTC account or the
date of delivery of the certificates evidencing such Warrant Shares, as the case
may be.  If this Warrant is submitted in connection with any exercise
pursuant to this Section 1(a) and the number of Warrant Shares represented by
this Warrant submitted for exercise is greater than the number of Warrant Shares
being acquired upon an exercise, then the Company shall as soon as practicable
and in no event later than three (3) Trading Days after any exercise and at its
own expense, issue a new Warrant (in accordance with Section 8(d)) representing
the right to purchase the number of Warrant Shares issuable immediately prior to
such exercise under this Warrant, less the number of Warrant Shares with respect
to which this Warrant is exercised.  No fractional shares of Common
Stock are to be issued upon the exercise of this Warrant, but rather the number
of shares of Common Stock to be issued shall be rounded up to the nearest whole
number.  The Company shall pay any and all taxes which may be payable
with respect to the issuance and delivery of Warrant Shares upon exercise of
this Warrant.  Following the exercise in full of this Warrant, the
Holder shall deliver this original Warrant certificate to the
Company.

     

    
      
         


      

      
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    (b)           Exercise
Price.  For purposes of this Warrant, "Exercise Price" means
$[    ]2, subject to adjustment as
provided herein.

     

    (c)           Company's Failure to Timely
Deliver Securities.  If the Company shall fail for any reason
or for no reason to issue to the Holder within three (3) Trading Days of receipt
of the Exercise Notice so long as the Holder delivers the Aggregate Exercise
Price (or notice of a Cashless Exercise) on or prior to the second (2nd)
Trading Day following the date on which the Company has received the Exercise
Notice, a certificate for the number of shares of Common Stock to which the
Holder is entitled and register such shares of Common Stock on the Company's share register or
to credit the Holder's balance account
with DTC for such number of shares of Common Stock to which the Holder is
entitled upon the Holder's exercise of this
Warrant, then, in addition to all other remedies available to the Holder, the
Company shall pay in cash to the Holder on each day after such third (3rd)
Trading Day that the issuance of such shares of Common Stock is not timely
effected an amount equal to 1.5% of the product of (A) the sum of the number of
shares of Common Stock not issued to the Holder on a timely basis and to which
the Holder is entitled and (B) the Closing Sale Price of the Common Stock on the
Trading Day immediately preceding the last possible date which the Company could
have issued such shares of Common Stock to the Holder without violating Section
1(a).  In addition to the foregoing, if within three (3) Trading Days
after the Company's receipt of the
facsimile copy of an Exercise Notice the Company shall fail to issue and deliver
a certificate to the Holder and register such shares of Common Stock on the
Company's share
register or credit the Holder's balance account
with DTC for the number of shares of Common Stock to which the Holder is
entitled upon the Holder's exercise hereunder
or pursuant to the Company's obligation
pursuant to clause (ii) below, and if on or after such Trading Day the Holder
purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver in satisfaction of a sale by the Holder of shares of Common Stock
issuable upon such exercise that the Holder anticipated receiving from the
Company (a "Buy-In"),
then the Company shall, within three (3) Trading Days after the Holder's request and in the
Holder's
discretion, either (i) pay cash to the Holder in an amount equal to the
Holder's total
purchase price (including brokerage commissions and other reasonable
out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the
"Buy-In Price"), at
which point the Company's obligation to
deliver such certificate (and to issue such shares of Common Stock) or credit
such Holder's
balance account with DTC shall terminate, or (ii) promptly honor its obligation
to deliver to the Holder a certificate or certificates representing such shares
of Common Stock or credit such Holder's balance account
with DTC and pay cash to the Holder in an amount equal to the excess (if any) of
the Buy-In Price over the product of (A) such number of shares of Common Stock,
times (B) the Closing Bid Price on the date of exercise. Nothing shall limit the
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 (or to electronically deliver
such shares of Common Stock) upon the exercise of this Warrant as required
pursuant to the terms hereof.

     

    
      


    
      2 Insert
price equal to [SERIES
A: $0.67] [SERIES
B: $0.8175]

    


    
      
         


      

      
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    (d)           Cashless Exercise.
 Notwithstanding
anything contained herein to the contrary, if the Registration Statement (as
defined in the Securities Purchase Agreement) covering the issuance of the
Warrant Shares that are subject to the Exercise Notice (the "Unavailable Warrant Shares")
is not available for the issuance of such Unavailable Warrant Shares, the Holder
may exercise this Warrant in whole or in part and, in lieu of making the cash
payment otherwise contemplated to be made to the Company upon such exercise in
payment of the Aggregate Exercise Price, elect instead to receive upon such
exercise the "Net Number" of shares of Common Stock determined according to the
following formula (a "Cashless
Exercise"):

     

    Net
Number = (A x B) - (A
x C)

                                                                                   
D

     

    For
purposes of the foregoing formula:

     

    
      
        	
              	
                A=

              	
                the
      total number of shares with respect to which this Warrant is then being
      exercised.

              


      

    

     

    
      
        	
              	
                B=

              	      
                the
      Weighted Average Price of the Common
      Stock on the date immediately preceding the date of the Exercise
      Notice.

              


      

       

    

    
      
        	
              	
                C=

              	
                the
      Exercise Price then in effect for the applicable Warrant Shares at the
      time of such exercise.

              


      

    

     

    
      
        	
              	
                D=

              	
                the
      Closing Sale Price of the Common Stock on the date of the Exercise
      Notice.

              


      

    

     

    For
purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the date
hereof, it is intended that the Warrant Shares issued in a Cashless Exercise
shall be deemed to have been acquired by the Holder, and the holding period for
the Warrant Shares shall be deemed to have commenced, on the date this Warrant
was originally issued pursuant to the Securities Purchase
Agreement.

     

    (e)           Disputes.  In
the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares, the Company shall promptly issue
to the Holder the number of Warrant Shares that are not disputed and resolve
such dispute in accordance with Section 13.

     

    
      
         


      

      
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    (f)           Limitations on
Exercises.  The Company shall not effect the exercise of this
Warrant, and the Holder shall not have the right to exercise this Warrant, to
the extent that after giving effect to such exercise, such Person (together with
such Person's
affiliates) would beneficially own in excess of 4.99% (the "Maximum Percentage") of the
shares of Common Stock outstanding immediately after giving effect to such
exercise.  For purposes of the foregoing sentence, the aggregate
number of shares of Common Stock beneficially owned by such Person and its
affiliates shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which the determination of such
sentence is being made, but shall exclude shares of Common Stock which would be
issuable upon (i) exercise of the remaining, unexercised portion of this Warrant
beneficially owned by such Person and its affiliates and (ii) exercise or
conversion of the unexercised or unconverted portion of any other securities of
the Company beneficially owned by such Person and its affiliates (including,
without limitation, any convertible notes or convertible preferred stock or
warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein.  Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the "1934
Act").  For purposes of this Warrant, in determining the number
of outstanding shares of Common Stock, the Holder may rely on the number of
outstanding shares of Common Stock as reflected in (1) the Company's most recent Form
10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the
Securities and Exchange Commission, as the case may be, (2) a more recent public
announcement by the Company or (3) any other notice by the Company or the
Transfer Agent setting forth the number of shares of Common Stock
outstanding.  For any reason at any time, upon the written or oral
request of the Holder, the Company shall within one (1) Business Day 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 the SPA Warrants, by the Holder and its
affiliates since the date as of which such number of outstanding shares of
Common Stock was reported.  By written notice to the Company, the
Holder may from time to time increase or decrease the Maximum Percentage to any
other percentage not in excess of 9.99% specified in such notice; provided that (i) any
such increase will not be effective until the sixty-first (61st) day
after such notice is delivered to the Company, and (ii) any such increase or
decrease will apply only to the Holder and not to any other holder of SPA
Warrants.  The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms of
this Section 1(f) 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.

     

    
      
         


      

      
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    (g)           Insufficient Authorized
Shares.  [SERIES A: (A) If at any time
while this Warrant remains outstanding and prior to the time the Authorized
Share Stockholder Approval (as defined in the Securities Purchase Agreement) is
obtained, the Company does not have a sufficient number of authorized and
unreserved shares of Common Stock to satisfy its obligation to reserve for
issuance upon exercise of this Warrant at least a number of shares of Common
Stock equal to 100% of the number of shares of Common Stock (the "Initial Required Reserve
Amount") as shall from time to time be necessary to effect the exercise
of all of this Warrant then outstanding (a "Initial Authorized Share
Failure"), or (B) if][SERIES B: If] at any time
while this Warrant remains outstanding and following the time the Authorized
Share Stockholder Approval is obtained, the Company does not have a sufficient
number of authorized and unreserved shares of Common Stock to satisfy its
obligation to reserve for issuance upon exercise of this Warrant at least a
number of shares of Common Stock equal to 130% of the number of shares of Common
Stock (the [SERIES A:
"Subsequent Required
Reserve Amount", and each of the Initial Required Reserve Amount and the
Subsequent Required Reserve Amount, a ]"Required Reserve Amount") as
shall from time to time be necessary to effect the exercise of all of this
Warrant then outstanding ([SERIES A: a "Subsequent Authorized Share
Failure", and each of the Initial Authorized Share Failure and the
Subsequent Authorized Share Failure, ]an " Authorized Share Failure ")
then the Company shall immediately take all action necessary to increase the
Company's
authorized shares of Common Stock to an amount sufficient to allow the Company
to reserve the applicable Required Reserve Amount for this Warrant then
outstanding.  Without limiting the generality of the foregoing
sentence, as soon as practicable after the date of the occurrence of an
Authorized Share Failure, but in no event later than sixty (60) days after the
occurrence of such Authorized Share Failure, the Company shall either (x) hold a
meeting of its stockholders for the approval of an increase in the number of
authorized shares of Common Stock or (y) obtain the written consent of its
stockholders for the approval of an increase in the number of authorized shares
of Common Stock and provide each stockholder with an information statement with
respect thereto; provided, that if the
SEC reviews the (i) proxy statement contemplated in clause (x) above or (ii) the
information statement contemplated in clause (y) above, then the
sixty  (60) day period may be extended for an additional period not to
exceed thirty (30) days.  In connection with such meeting, the Company
shall provide each stockholder with a proxy statement and shall use its best
efforts to solicit its stockholders' approval of such
increase in authorized shares of Common Stock and to cause its board of
directors to recommend to the stockholders that they approve such
proposal.

     

    2.           ADJUSTMENT OF EXERCISE PRICE
AND NUMBER OF WARRANT SHARES.  The Exercise Price and the
number of Warrant Shares shall be adjusted from time to time as
follows:

     

    (a)           Adjustment Upon Issuance of
Shares of Common Stock.  If and whenever on or after the
Subscription Date, the Company issues or sells, or in accordance with this
Section 2 is deemed to have issued or sold, any shares of Common Stock
(including the issuance or sale of shares of Common Stock owned or held by or
for the account of the Company, but excluding shares of Common Stock deemed to
have been issued by the Company in connection with any Excluded Securities) for
a consideration per share (the "New Issuance Price") less than
a price (the "Applicable
Price") equal to the Exercise Price in effect immediately prior to such
issue or sale or deemed issuance or sale (the foregoing a "Dilutive Issuance"), then
immediately after such Dilutive Issuance, the Exercise Price then in effect
shall be reduced to an amount equal to the New Issuance Price.  Upon
each such adjustment of the Exercise Price hereunder (except pursuant to Section
2(e)), the number of Warrant Shares issuable immediately prior to such Dilutive
Issuance shall be adjusted to the number of shares of Common Stock determined by
multiplying the Exercise Price then in effect immediately prior to such
adjustment by the number of Warrant Shares acquirable upon exercise of this
Warrant immediately prior to such adjustment and dividing the product thereof by
the Exercise Price resulting from such adjustment.  For purposes of
determining the adjusted Exercise Price under this Section 2(a), the following
shall be applicable:

     

    
      
         


      

      
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    (i)           Issuance of
Options.  If the Company in any manner grants any Options and
the lowest price per share for which one share of Common Stock is issuable upon
the exercise of any such Option or upon conversion, exercise or exchange of any
Convertible Securities issuable upon exercise of any such Option is less than
the Applicable Price, then such share of Common Stock shall be deemed to be
outstanding and to have been issued and sold by the Company at the time of the
granting or sale of such Option for such price per share.  For
purposes of this Section 2(a)(i), the "lowest price per share for which one
share of Common Stock is issuable upon exercise of such Options or upon
conversion, exercise or exchange of such Convertible Securities issuable upon
exercise of any such Option" shall be equal to the sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to any
one share of Common Stock upon the granting or sale of the Option, upon exercise
of the Option and upon conversion, exercise or exchange of any Convertible
Security issuable upon exercise of such Option less any consideration paid or
payable by the Company with respect to such one share of Common Stock upon the
granting or sale of such Option, upon exercise of such Option and upon
conversion exercise or exchange of any Convertible Security issuable upon
exercise of such Option.  No further adjustment of the Exercise Price
or number of Warrant Shares shall be made upon the actual issuance of such
shares of Common Stock or of such Convertible Securities upon the exercise of
such Options or upon the actual issuance of such shares of Common Stock upon
conversion, exercise or exchange of such Convertible Securities.

     

    (ii)           Issuance of Convertible
Securities.  If the Company in any manner issues or sells any
Convertible Securities and the lowest price per share for which one share of
Common Stock is issuable upon the conversion, exercise or exchange thereof is
less than the Applicable Price, then such share of Common Stock shall be deemed
to be outstanding and to have been issued and sold by the Company at the time of
the issuance or sale of such Convertible Securities for such price per
share.  For the purposes of this Section 2(a)(ii), the "lowest price
per share for which one share of Common Stock is issuable upon the conversion,
exercise or exchange thereof" shall be equal to the sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to one
share of Common Stock upon the issuance or sale of the Convertible Security and
upon conversion, exercise or exchange of such Convertible Security less any
consideration paid or payable by the Company with respect to such one share of
Common Stock upon the issuance or sale of such Convertible Security and upon
conversion, exercise or exchange of such Convertible Security.  No
further adjustment of the Exercise Price or number of Warrant Shares shall be
made upon the actual issuance of such shares of Common Stock upon conversion,
exercise or exchange of such Convertible Securities, and if any such issue or
sale of such Convertible Securities is made upon exercise of any Options for
which adjustment of this Warrant has been or is to be made pursuant to other
provisions of this Section 2(a), no further adjustment of the Exercise Price or
number of Warrant Shares shall be made by reason of such issue or
sale.

     

    
      
         


      

      
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    (iii)           Change in Option Price or
Rate of Conversion.  If the purchase price provided for in any
Options, the additional consideration, if any, payable upon the issue,
conversion, exercise or exchange of any Convertible Securities, or the rate at
which any Convertible Securities are convertible into or exercisable or
exchangeable for shares of Common Stock increases or decreases at any time, the
Exercise Price and the number of Warrant Shares in effect at the time of such
increase or decrease shall be adjusted to the Exercise Price and the number of
Warrant Shares which would have been in effect at such time had such Options or
Convertible Securities provided for such increased or decreased purchase price,
additional consideration or increased or decreased conversion rate, as the case
may be, at the time initially granted, issued or sold.  For purposes
of this Section 2(a)(iii), if the terms of any Option or Convertible Security
that was outstanding as of the date of issuance of this Warrant are increased or
decreased in the manner described in the immediately preceding sentence, then
such Option or Convertible Security and the shares of Common Stock deemed
issuable upon exercise, conversion or exchange thereof shall be deemed to have
been issued as of the date of such increase or decrease.  No
adjustment pursuant to this Section 2(a) shall be made if such adjustment would
result in an increase of the Exercise Price then in effect or a decrease in the
number of Warrant Shares.

     

    (iv)           Calculation of Consideration
Received.  In case any Option is issued in connection with the
issue or sale of other securities of the Company, together comprising one
integrated transaction, (x) the Options will be deemed to have been issued for
the Option Value of such Options and (y) the other securities issued or sold in
such integrated transaction shall be deemed to have been issued for the
difference of (I) the aggregate consideration received by the Company less any
consideration paid or payable by the Company pursuant to the terms of such other
securities of the Company, less (II) the Option Value.  If any shares
of Common Stock, Options or Convertible Securities are issued or sold or deemed
to have been issued or sold for cash, the consideration received therefor will
be deemed to be the net amount received by the Company therefor.  If
any shares of Common Stock, Options or Convertible Securities are issued or sold
for a consideration other than cash, the amount of such consideration received
by the Company will be the fair value of such consideration, except where such
consideration consists of securities, in which case the amount of consideration
received by the Company will be the Closing Sale Price of such security on the
date of receipt.  If any shares of Common Stock, Options or
Convertible Securities are issued to the owners of the non-surviving entity in
connection with any merger in which the Company is the surviving entity, the
amount of consideration therefor will be deemed to be the fair value of such
portion of the net assets and business of the non-surviving entity as is
attributable to such shares of Common Stock, Options or Convertible Securities,
as the case may be.  The fair value of any consideration other than
cash or securities will be determined jointly by the Company and the Required
Holders.  If such parties are unable to reach agreement within ten
(10) days after the occurrence of an event requiring valuation (the "Valuation Event"), the fair
value of such consideration will be determined within five (5) Trading Days
after the tenth (10th) day
following the Valuation Event by an independent, reputable appraiser jointly
selected by the Company and the Required Holders.  The determination
of such appraiser shall be final and binding upon all parties absent manifest
error and the fees and expenses of such appraiser shall be borne by the
Company.

     

    (v)           Record
Date.  If the Company takes a record of the holders of shares
of Common Stock for the purpose of entitling them (A) to receive a dividend
or other distribution payable in shares of Common Stock, Options or in
Convertible Securities or (B) to subscribe for or purchase shares of Common
Stock, Options or Convertible Securities, then such record date will be deemed
to be the date of the issue or sale of the shares of Common Stock deemed to have
been issued or sold upon the declaration of such dividend or the making of such
other distribution or the date of the granting of such right of subscription or
purchase, as the case may be.

     

    
      
         


      

      
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    (b)           Voluntary Adjustment By
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.

     

    (c)           Adjustment Upon Subdivision
or Combination of Shares of Common Stock.  If the Company at
any time on or after the Subscription Date subdivides (by any stock split, stock
dividend, recapitalization or otherwise) one or more classes of its outstanding
shares of Common Stock into a greater number of shares, the Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of Warrant Shares will be proportionately increased.  If
the Company at any time on or after the Subscription Date  combines
(by combination, reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately
increased and the number of Warrant Shares will be proportionately
decreased.  Any adjustment under this Section 2(c) shall become
effective at the close of business on the date the subdivision or combination
becomes effective.

     

    (d)           Other
Events.  If any event occurs of the type contemplated by the
provisions of this Section 2 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features, but excluding
Excluded Securities), then the Company's Board of Directors
will make an appropriate adjustment in the Exercise Price and the number of
Warrant Shares so as to protect the rights of the Holder; provided that no such
adjustment pursuant to this Section 2(d) will increase the Exercise Price or
decrease the number of Warrant Shares as otherwise determined pursuant to this
Section 2.

     

    (e)           Additional Price
Adjustment.  If the arithmetic average of the Weighted Average
Prices for each of the ten (10) Trading Days immediately following the First
Determination Date (the "First
Adjustment Price") is less than the then existing Exercise Price, then on
the tenth (10th) Trading Day following the First Determination Date, the
Exercise Price then in effect shall be reduced (but in no event increased) to
the First Adjustment Price.  In addition, if at any time during the
period commencing on the six (6) month anniversary of the Issuance Date and
ending at such time that all of the Securities (as defined in the Securities
Purchase Agreement) may be sold without restriction or limitation pursuant to
Rule 144 and without the requirement to be in compliance with Rule 144(c)(1),
the Company shall fail for any reason to satisfy the current public information
requirement under Rule 144(c) (a "Public Reporting Failure"),
then if the arithmetic average of the Weighted Average Prices for each of the
ten (10) Trading Days immediately following the Second Determination Date (the
"Second Adjustment
Price") is less than the then existing Exercise Price, then on the on the
tenth (10th) Trading Day following the Second Determination Date, the Exercise
Price then in effect shall be reduced (but in no event increased) to the Second
Adjustment Price. For the avoidance of doubt, if any adjustment in this Section
2(e) would otherwise result in an increase in the Exercise Price hereunder, no
such adjustment shall be made.

     

    
      
         


      

      
        - 9
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    (f)           Exercise Floor
Price.  Unless and until such time as the Company obtains
stockholder approval for the issuance of all Securities (as defined in the
Securities Purchase Agreement) issued pursuant to the Securities Purchase
Agreement required by the rules and regulations of the Principal Market (for so
long as the Common Stock is listed or quoted on the Principal Market) (the
"Principal Market Stockholder
Approval"), no adjustment pursuant to Section 2 shall cause the Exercise
Price to be less than $0.67, as adjusted for any stock dividend, stock split,
stock combination, reclassification or similar transaction (the "Exercise Floor
Price").  Upon the receipt of such stockholder approval, any
adjustment to the Exercise Price that would have made pursuant to this Section 2
but for this Section 2(f) shall be made on the date of such
receipt.

     

    3.           RIGHTS UPON DISTRIBUTION OF
ASSETS.  If the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of
shares of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"), at any time
after the issuance of this Warrant, then, in each such case, the Holder shall be
entitled to participate in such Distribution to the same extent that the Holder
would have participated therein if the Holder had held the number of shares of
Common Stock acquirable upon complete exercise of this Warrant (without regard
to any limitations on exercise hereof, including without limitation, the Maximum
Percentage) immediately before the date of which a record is taken for such
Distribution, or, if no such record is taken, the date as of which the record
holders of shares of Common Stock are to be determined for the participation in
such Distribution (provided, however, to the
extent that the Holder's right to participate in any such Distribution would
result in the Holder exceeding the Maximum Percentage, then the Holder shall not
be entitled to participate in such Distribution to such extent (or in the
beneficial ownership of any shares of Common Stock as a result of such
Distribution to such extent) and the portion of such Distribution shall be held
in abeyance for the benefit of the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Maximum
Percentage.

     

    4.           PURCHASE RIGHTS; FUNDAMENTAL
TRANSACTIONS.

     

    (a)           Purchase
Rights.  In addition to any adjustments pursuant to Section 2
above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of Common Stock (the
"Purchase Rights"), then
the Holder will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which the Holder could have
acquired if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on
exercise hereof, including without limitation, the Maximum Percentage)
immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of shares of Common Stock are to be determined for the
grant, issue or sale of such Purchase Rights (provided, however, that to the
extent that the Holder's right to participate in any such Purchase Right would
result in the Holder exceeding the Maximum Percentage, then the Holder shall not
be entitled to participate in such Purchase Right to such extent (or beneficial
ownership of such shares of Common Stock as a result of such Purchase Right to
such extent) and such Purchase Right to such extent shall be held in abeyance
for the Holder until such time, if ever, as its right thereto would not result
in the Holder exceeding the Maximum Percentage, at which time the Holder shall
be granted such right to the same extent as if there had been no such
limitation).

     

    
      
         


      

      
        - 10
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    (b)           Fundamental
Transactions.  The Company shall not enter into or be party to
a Fundamental Transaction unless (i) the Successor Entity assumes in writing all
of the obligations of the Company under this Warrant and the other Transaction
Documents in accordance with the provisions of this Section 4(b) pursuant to
written agreements in form and substance satisfactory to the Required Holders
and approved by the Required Holders prior to such Fundamental Transaction,
including agreements to deliver to each holder of the SPA Warrants in exchange
for such SPA Warrants a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant,
including, without limitation, an adjusted exercise price equal to the value for
the shares of Common Stock reflected by the terms of such Fundamental
Transaction, and exercisable for a corresponding number of shares of capital
stock equivalent to the shares of Common Stock acquirable and receivable upon
exercise of this Warrant (without regard to any limitations on the exercise of
this Warrant) prior to such Fundamental Transaction, and satisfactory to the
Required Holders and (ii) the Successor Entity (including its Parent
Entity) is a publicly traded corporation whose common stock is quoted on or
listed for trading on an Eligible Market.  Upon the occurrence of any
Fundamental Transaction, the Successor Entity shall succeed to, and be
substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Warrant referring to the "Company" shall
refer instead to the Successor Entity), and may exercise every right and power
of the Company and shall assume all of the obligations of the Company under this
Warrant with the same effect as if such Successor Entity had been named as the
Company herein.  Upon consummation of the Fundamental Transaction, the
Successor Entity shall deliver to the Holder confirmation that there shall be
issued upon exercise of this Warrant at any time after the consummation of the
Fundamental Transaction, in lieu of the shares of Common Stock (or other
securities, cash, assets or other property) issuable upon the exercise of the
Warrant prior to such Fundamental Transaction, such shares of the publicly
traded common stock or common shares (or its equivalent) of the Successor Entity
(including its Parent Entity) which the Holder would have been entitled to
receive upon the happening of such Fundamental Transaction had this Warrant been
converted immediately prior to such Fundamental Transaction, as adjusted in
accordance with the provisions of this Warrant.  In addition to and
not in substitution for any other rights hereunder, prior to the consummation of
any Fundamental Transaction pursuant to which holders of shares of Common Stock
are entitled to receive securities or other assets with respect to or in
exchange for shares of Common Stock (a "Corporate Event"), the Company
shall make appropriate provision to insure that the Holder will thereafter have
the right to receive upon an exercise of this Warrant at any time after the
consummation of the Corporate Event but prior to the Expiration Date, in lieu of
shares of Common Stock (or other securities, cash, assets or other property)
purchasable upon the exercise of this Warrant prior to such Corporate Event,
such shares of stock, securities, cash, assets or any other property whatsoever
(including warrants or other purchase or subscription rights) which the Holder
would have been entitled to receive upon the happening of such Corporate Event
had this Warrant been exercised immediately prior to such Corporate
Event.  Provision made pursuant to the preceding sentence shall be in
a form and substance reasonably satisfactory to the Required
Holders.  The provisions of this Section shall apply similarly and
equally to successive Fundamental Transactions and Corporate Events and shall be
applied without regard to any limitations on the exercise of this
Warrant.

     

    
      
         


      

      
        - 11
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    (c)           Notwithstanding
the foregoing, in the event of a Fundamental Transaction, at the request of the
Holder delivered before the ninetieth (90th) day
after the consummation of such Fundamental Transaction, the Company (or the
Successor Entity) shall purchase this Warrant from the Holder by paying to the
Holder, within five (5) Business Days after such request (or, if later, on the
effective date of the Fundamental Transaction), cash in an amount equal to the
Black Scholes Value of the remaining unexercised portion of this Warrant on the
date of such Fundamental Transaction.

     

    5.           FORCED
EXERCISE.

     

    (a)           At
any time after the six-month anniversary of the Issuance Date (the “Trigger Date”), if (i) the
Weighted Average Price of the Common Stock for twenty (20) consecutive Trading
Days after the Trigger Date (the "Forced Exercise Measuring
Period") is equal to or greater than
$[     ]3 (subject to adjustment
for stock splits, stock dividends, recapitalizations, reorganizations,
reclassification, combinations, reverse stock splits or other similar events
after the Subscription Date with respect to the Common Stock); and (ii) there is
no Equity Conditions Failure (unless the Holder has waived such Equity
Conditions Failure) as of such date (clauses (i) and (ii), the "Forced Exercise Conditions"),
the Company may deliver a notice to the Holder (a "Forced Exercise Notice" and
the date such notice is received by the Holder, the "Forced Exercise Notice Date"),
of its irrevocable election to require the Holder to exercise up to 50% of the
then unexercised portion of this Warrant.  The Company shall set forth
the number of Warrant Shares to which the forced exercise relates in the Forced
Exercise Notice (the "Forced
Exercise Share Number"), which number shall not exceed 50% of the then
unexercised portion of this Warrant.  The date of such forced exercise
shall be the thirtieth (30th) Trading Day following the Forced Exercise Notice
Date (the "Forced Exercise
Date").  A Forced Exercise Notice may not be given more than
two (2) Trading Days after satisfaction of Forced Exercise Conditions and each
Forced Exercise Notice shall certify that the Forced Exercise Conditions have
been satisfied.  The forced exercise thereunder may only occur on the
Forced Exercise Date if each of the following shall be true: (i) there is no
Equity Conditions Failure (unless the Holder has waived such Equity Conditions
Failure); and (ii) the Weighted Average Price of the Common Stock is equal to or
greater than $[     ] 4 (subject to adjustment
for stock splits, stock dividends, recapitalizations, reorganizations,
reclassification, combinations, reverse stock splits or other similar events
after the Subscription Date with respect to the Common Stock) for twenty (20)
consecutive Trading Days immediately prior to the Forced Exercise Date (such
period, the "Forced Exercise
Bring Down Measuring Period," and clauses (i) and (ii), the "Forced Exercise Bring Down
Conditions").  The Company shall deliver to the Holder a notice
no later than 10:00 a.m., New York time, on the Forced Exercise Date (the "Bring-Down Notice"), which
notice shall certify whether or not the Forced Exercise Bring Down Conditions
have been satisfied.  If the Forced Exercise Bring Down Conditions
have not been satisfied at such time (and are not waived by the Holder), the
Forced Exercise Notice will be null and void, ab
initio.  Notwithstanding the foregoing, nothing in this
subsection shall prevent the Holder from exercising this Warrant, in whole or
part, on or prior to the Forced Exercise Date.  The Company covenants
and agrees that it will honor all Exercise Notices tendered from the time of
delivery of the Forced Exercise Notice through the Forced Exercise
Date.  If a Holder voluntarily exercises this Warrant after the time
of delivery of the Forced Exercise Notice for a number of Warrant Shares less
than the Forced Exercise Share Number, then the Forced Exercise Share Number
shall be reduced by the number of Warrant Shares exercised pursuant to such
voluntary exercise.  Upon an Equity Conditions Failure, the Holder may
revoke any Exercise Notice delivered after the Forced Exercise Notice is
received by the Holder and the Company, within one (1) Business Day of such
revocation, shall return the Aggregate Exercise Price applicable to any such
Exercise Notice(s) to the Holder by wire transfer of immediately available funds
and any SPA Warrants so exercised shall be deemed reinstated and returned to the
Holders, if applicable.  The Company shall not deliver more than one
Forced Exercise Notice.

    

      


    
      3 Insert
dollar amount equal to 200% of the initial Exercise Price. 

    

    
      4 Insert
dollar amount equal to 200% of the initial Exercise
Price.

    


    
      
         


      

      
        - 12
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    (b)           Pro Rata Forced Exercise
Requirement.  If the Company elects a Forced Exercise of this
Warrant pursuant to Section 5(a), then it must simultaneously take the same
action in the same proportion with respect to all of the SPA
Warrants.  If the Company elects a Forced Exercise of this Warrant
pursuant to Section 5(a) (or similar provisions under the other SPA Warrants)
with respect to less than all of the Warrant Shares then outstanding under this
Warrant, then the Company shall require a forced exercise of a number of Warrant
Shares from each of the holders of the SPA Warrants equal to each Holders' Pro
Rata Amount of the total number of Warrant Shares subject to such Forced
Exercise pursuant to all of the SPA Warrants (such fraction with respect to each
holder is referred to as its "Forced Exercise Allocation Percentage," and
such amount with respect to each holder is referred to as its "Pro Rata Forced Exercise
Amount"); provided, however, that in the
event that any holder's Pro Rata Forced Exercise Amount exceeds the outstanding
number of Warrant Shares of such holder's Warrant, then such excess Pro Rata
Forced Exercise Amount shall be allocated amongst the remaining holders of SPA
Warrants in accordance with the foregoing formula.  In the event that
the initial holder of any SPA Warrants shall sell or otherwise transfer any of
such holder's SPA Warrants, the transferee shall be allocated a pro rata portion
of such holder's Forced Exercise Allocation Percentage and the Pro Rata Forced
Exercise Amount.

     

    6.           NONCIRCUMVENTION.  The
Company hereby covenants and agrees that the Company will not, by amendment of
its Certificate of Incorporation or Bylaws, or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, 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, and
will at all times in good faith carry out all the provisions of this Warrant and
take all action as may be required to protect the rights of the
Holder.  Without limiting the generality of the foregoing, the Company
(i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in
effect, (ii) shall take all such actions as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant, and
(iii) (A) shall, until the Authorized Share Stockholder Approval is obtained and
so long as any of the SPA Warrants are outstanding, take all action necessary to
reserve and keep available out of its authorized and unissued shares of Common
Stock, solely for the purpose of effecting the exercise of the SPA Warrants,
100% of the number of shares of Common Stock as shall from time to time be
necessary to effect the exercise of the SPA Warrants then outstanding (without
regard to any limitations on exercise) and (B) shall, from and after the time
that the Authorized Share Stockholder Approval is obtained and so long as any of
the SPA Warrants are outstanding, take all action necessary to reserve and keep
available out of its authorized and unissued shares of Common Stock, solely for
the purpose of effecting the exercise of the SPA Warrants, 130% of the number of
shares of Common Stock as shall from time to time be necessary to effect the
exercise of the SPA Warrants then outstanding (without regard to any limitations
on exercise).

     

    
      
         


      

      
        - 13
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    7.           WARRANT HOLDER NOT DEEMED A
STOCKHOLDER.  Except as otherwise specifically provided herein,
the Holder, solely in such Person's capacity as a holder of this Warrant, shall
not be entitled to vote or receive dividends or be deemed the holder of share
capital of the Company for any purpose, nor shall anything contained in this
Warrant be construed to confer upon the Holder, solely in such Person's capacity
as the Holder of this Warrant, any of the rights of a stockholder of the Company
or any right to vote, give or withhold consent to any corporate action (whether
any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the Holder of the
Warrant Shares which such Person is then entitled to receive upon the due
exercise of this Warrant.  In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the Holder to purchase
any securities (upon exercise of this Warrant or otherwise) or as a stockholder
of the Company, whether such liabilities are asserted by the Company or by
creditors of the Company.  Notwithstanding this Section 7, the Company
shall provide the Holder with copies of the same notices and other information
given to the stockholders of the Company generally, contemporaneously with the
giving thereof to the stockholders.

     

    8.           REISSUANCE OF
WARRANTS.

     

    (a)           Transfer of
Warrant.  If this Warrant is to be transferred, the Holder
shall surrender this Warrant to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Holder a new Warrant (in
accordance with Section 8(d)), registered as the Holder may request,
representing the right to purchase the number of Warrant Shares being
transferred by the Holder and, if less than the total number of Warrant Shares
then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 8(d)) to the Holder representing the right to purchase the number
of Warrant Shares not being transferred.

     

    (b)           Lost, Stolen or Mutilated
Warrant.  Upon receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant, and, in the case of loss, theft or destruction, of any
indemnification undertaking by the Holder to the Company in customary form and,
in the case of mutilation, upon surrender and cancellation of this Warrant, the
Company shall execute and deliver to the Holder a new Warrant (in accordance
with Section 8(d)) representing the right to purchase the Warrant Shares then
underlying this Warrant.

     

    
      
         


      

      
        - 14
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    (c)           Exchangeable for Multiple
Warrants.  This Warrant is exchangeable, upon the surrender
hereof by the Holder at the principal office of the Company, for a new Warrant
or Warrants (in accordance with Section 8(d)) representing in the aggregate the
right to purchase the number of Warrant Shares then underlying this Warrant, and
each such new Warrant will represent the right to purchase such portion of such
Warrant Shares as is designated by the Holder at the time of such surrender;
provided, however, that no SPA
Warrants for fractional shares of Common Stock shall be given.

     

    (d)           Issuance of New
Warrants.  Whenever the Company is required to issue a new
Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of
like tenor with this Warrant, (ii) shall represent, as indicated on the face of
such new Warrant, the right to purchase the Warrant Shares then underlying this
Warrant (or in the case of a new Warrant being issued pursuant to Section 8(a)
or Section 8(c), the Warrant Shares designated by the Holder which, when added
to the number of shares of Common Stock underlying the other new Warrants issued
in connection with such issuance, does not exceed the number of Warrant Shares
then underlying this Warrant), (iii) shall have an issuance date, as indicated
on the face of such new Warrant which is the same as the Issuance Date, and (iv)
shall have the same rights and conditions as this Warrant.

     

    9.           NOTICES.  Whenever
notice is required to be given under this Warrant, unless otherwise provided
herein, such notice shall be given in accordance with Section 9(f) of the
Securities  Purchase Agreement.  The Company shall provide
the Holder with prompt written notice of all actions taken pursuant to this
Warrant, including in reasonable detail a description of such action and the
reason therefor.  Without limiting the generality of the foregoing,
the Company will give written notice to the Holder (i) immediately upon any
adjustment of the Exercise Price, setting forth in reasonable detail, and
certifying, the calculation of such adjustment and (ii) at least fifteen (15)
days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the shares of Common
Stock, (B) with respect to any grants, issuances or sales of any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property to holders of shares of Common Stock or (C) for determining
rights to vote with respect to any Fundamental Transaction, dissolution or
liquidation; provided in each case
that such information shall be made known to the public prior to or in
conjunction with such notice being provided to the Holder.

     

    10.         AMENDMENT AND
WAIVER.  Except as otherwise provided herein, the provisions of
this Warrant may be amended and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it,
only if the Company has obtained the written consent of the Holder.

     

    
      
         


      

      
        - 15
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    11.         GOVERNING
LAW.  This Warrant shall be governed by and construed and
enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by,
the internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York. The Company hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
The City of New York, Borough of Manhattan, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper.  The Company hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the
address it set forth on the signature page hereto and agrees that such service
shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.  Nothing contained herein
shall be deemed or operate to preclude the Holder from bringing suit or taking
other legal action against the Company in any other jurisdiction to collect on
the Company's obligations to the Holder, to realize on any collateral or any
other security for such obligations, or to enforce a judgment or other court
ruling in favor of the Holder.  THE COMPANY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF
THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

     

    12.         CONSTRUCTION;
HEADINGS.  This Warrant shall be deemed to be jointly drafted
by the Company and all the Buyers and shall not be construed against any person
as the drafter hereof.  The headings of this Warrant are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Warrant.

     

    13.         DISPUTE
RESOLUTION.  In the case of a dispute as to the determination
of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall submit the disputed determinations or arithmetic calculations via
facsimile within two (2) Business Days of receipt of the Exercise Notice giving
rise to such dispute, as the case may be, to the Holder.  If the
Holder and the Company are unable to agree upon such determination or
calculation of the Exercise Price or the Warrant Shares within three (3)
Business Days of such disputed determination or arithmetic calculation being
submitted to the Holder, then the Company shall, within two (2) Business Days
submit via facsimile (a) the disputed determination of the Exercise Price to an
independent, reputable investment bank selected by the Company and approved by
the Holder  or (b) the disputed arithmetic calculation of the Warrant
Shares to the Company's independent, outside accountant.  The Company
shall cause the investment bank or the accountant, as the case may be, to
perform the determinations or calculations and notify the Company and the Holder
of the results no later than ten (10) Business Days from the time it receives
the disputed determinations or calculations.  Such investment bank's
or accountant's determination or calculation, as the case may be, shall be
binding upon all parties absent demonstrable error.  The party whose
calculation is furthest from the investment bank's or accountant's determination
or calculation, as the case may be, shall be obligated to pay the fees and
expenses of such investment bank or accountant.

     

    14.         REMEDIES, OTHER OBLIGATIONS,
BREACHES AND INJUNCTIVE RELIEF.  The remedies provided in this
Warrant shall be cumulative and in addition to all other remedies available
under this Warrant and the other Transaction Documents, at law or in equity
(including a decree of specific performance and/or other injunctive relief), and
nothing herein shall limit the right of the Holder to pursue actual damages for
any failure by the Company to comply with the terms of this
Warrant.  The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Holder and that the
remedy at law for any such breach may be inadequate.  The Company
therefore agrees that, in the event of any such breach or threatened breach, the
holder of this Warrant shall be entitled, in addition to all other available
remedies, to an injunction restraining any breach, without the necessity of
showing economic loss and without any bond or other security being
required.

     

    
      
         


      

      
        - 16
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    15.         TRANSFER.   This
Warrant may be offered for sale, sold, transferred or assigned without the
consent of the Company, except as may otherwise be required by Section 2(g) of
the Securities  Purchase Agreement.

     

    16.         SEVERABILITY.   If
any provision of this Warrant is prohibited by law or otherwise determined to be
invalid or unenforceable by a court of competent jurisdiction, the provision
that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable,
and the invalidity or unenforceability of such provision shall not affect the
validity of the remaining provisions of this Warrant so long as this Warrant as
so modified continues to express, without material change, the original
intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not
substantially impair the respective expectations or reciprocal obligations of
the parties or the practical realization of the benefits that would otherwise be
conferred upon the parties.  The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to
that of the prohibited, invalid or unenforceable provision(s).

     

    17.         CURRENCY.  All
amounts set forth in this Warrant that refer to dollars or $ shall refer to US
dollars.  All amounts denominated in other currencies shall be
converted in the US dollar equivalent amount in accordance with the Exchange
Rate on the date of calculation.

     

    18.         CERTAIN
DEFINITIONS.  For purposes of this Warrant, the following terms
shall have the following meanings:

     

    (a)           "Approved Stock Plan" means any
stock option plan which has been approved by the Board of Directors of the
Company, pursuant to which the Company's securities may be issued to any
employee, officer or director for services provided to the Company; provided that the
issuance price, exercise price or deemed issuance or exercise price, for any
securities issued pursuant to such a plan is equal to or exceeds the then
existing exercise price for the Series A Warrants (as defined in the Securities
Purchase Agreement).

     

    (b)           "Black Scholes Value" means the
value of this Warrant based on the Black and Scholes Option Pricing Model
obtained from the "OV" function on Bloomberg determined as of the day
immediately following the public announcement of the applicable Fundamental
Transaction for pricing purposes and reflecting (i) a risk-free interest rate
corresponding to the U.S. Treasury rate for a period equal to the remaining term
of this Warrant as of such date of request, (ii) an expected volatility equal to
the greater of 100% and the 100 day volatility obtained from the HVT function on
Bloomberg as of the day immediately following the public announcement of the
applicable Fundamental Transaction, (iii) the underlying price per share used in
such calculation shall be the sum of the price per share being offered in cash,
if any, plus the value of any non-cash consideration, if any, being offered in
the Fundamental Transaction and (iv) a 360 day annualization
factor.

     

    
      
         


      

      
        - 17
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    (c)           "Bloomberg" means Bloomberg
Financial Markets.

     

    (d)           "Business Day" means any day
other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain closed.

     

    (e)           "Closing Bid Price" and "Closing Sale Price" means, for
any security as of any date, the last closing bid price and last closing trade
price, respectively, for such security on the Principal Market, as reported by
Bloomberg, or, if the Principal Market begins to operate on an extended hours
basis and does not designate the closing bid price or the closing trade price,
as the case may be, then the last bid price or the last trade price,
respectively, of such security prior to 4:00:00 p.m., New York time, as reported
by Bloomberg, or, if the Principal Market is not the principal securities
exchange or trading market for such security, the last closing bid price or last
trade price, respectively, of such security on the principal securities exchange
or trading market where such security is listed or traded as reported by
Bloomberg, or if the foregoing do not apply, the last closing bid price or last
trade price, respectively, of such security in the over-the-counter market on
the electronic bulletin board for such security as reported by Bloomberg, or, if
no closing bid price or last trade price, respectively, is reported for such
security by Bloomberg, the average of the bid prices, or the ask prices,
respectively, of any market makers for such security as reported in the "pink
sheets" by Pink Sheets LLC (formerly the National Quotation Bureau,
Inc.).  If the Closing Bid Price or the Closing Sale Price cannot be
calculated for a security on a particular date on any of the foregoing bases,
the Closing Bid Price or the Closing Sale Price, as the case may be, of such
security on such date shall be the fair market value as mutually determined by
the Company and the Holder.  If the Company and the Holder are unable
to agree upon the fair market value of such security, then such dispute shall be
resolved pursuant to Section 13.  All such determinations to be
appropriately adjusted for any stock dividend, stock split, stock combination or
other similar transaction during the applicable calculation period.

     

    (f)           "Common Stock" means
(i) the Company's shares of Common Stock, par value $0.001 per share, and
(ii) any share capital into which such Common Stock shall have been changed
or any share capital resulting from a reclassification of such Common
Stock.

     

    (g)           "Convertible Securities" means
any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock.

     

    (h)           "Eligible Market" means the
Principal Market, The NASDAQ Global Market, The NASDAQ Global Select Market, The
New York Stock Exchange, Inc., The Nasdaq Capital Market or the OTC Bulletin
Board.

     

    
      
         


      

      
        - 18
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    (i)           "Equity Conditions"
means:  (A) on each day during the period beginning thirty (30)
Trading Days prior to the applicable date of determination and ending on and
including the applicable date of determination (the "Equity Conditions Measuring
Period"), either (x) the Registration Statement (as defined in the
Registration Rights Agreement) filed pursuant to the Registration Rights
Agreement shall be effective and available for the resale of all remaining
Registrable Securities in accordance with the terms of the Registration Rights
Agreement and there shall not have been any Grace Period (as defined in the
Registration Rights Agreement) or (y) all shares of Common Stock issuable upon
conversion of the SPA Securities and exercise of the Warrants shall be eligible
for sale without restriction and without the need for registration under any
applicable federal or state securities laws, including, without limitation
pursuant to Rule 144 if without any restriction or limitation and without the
requirement to be in compliance with Rule 144(c)(1); (B) on each day during the
Equity Conditions Measuring Period, the Common Stock is designated for quotation
on the Principal Market or an Eligible Market and shall not have been suspended
from trading from any applicable exchanges or markets nor shall proceedings for
such delisting or suspension from all such exchanges or markets have been
commenced, threatened or pending either (1) in writing by all relevant exchanges
and markets or (2) by falling below the minimum listing maintenance requirements
of all relevant exchanges and markets; (C) on each day during the Equity
Conditions Measuring Period, the Company shall have delivered Common Stock upon
exercise of the SPA Warrants to the holders on a timely basis as set forth in
Section 1(a) hereof; (D) any applicable shares of Common Stock to be issued in
connection with the event requiring determination may be issued in full without
violating Section 1(f) hereof or the rules or regulations of the applicable
Principal Market; provided, however, that the
foregoing shall not preclude the Company from issuing such number of shares that
does not cause any such violation; (E) during the Equity Conditions Measuring
Period, the Company shall not have failed to timely make any payments within
five (5) Business Days of when such payment is due pursuant to any Transaction
Document (as defined in the Securities Purchase Agreement); (F) during the
Equity Conditions Measuring Period, there shall not have occurred a Triggering
Event or an event that with the passage of time or giving of notice would
constitute a Triggering Event; (G) the Company shall have no knowledge of any
fact that would cause all shares of Common Stock issued and issuable upon
exercise of the Warrants not to be eligible for sale without restriction or
limitation and without the need for registration under any applicable federal or
state securities laws; and (H) on each day during the Equity Conditions
Measuring Period, the Company otherwise shall be in material compliance with and
shall not be in breach of any provision, covenant, representation or warranty of
any Transaction Document.

     

    (j)           "Equity Conditions Failure"
means that during the period beginning on the Forced Exercise Notice Date
through the Forced Exercise Date, the Equity Conditions have not been satisfied
(or waived in writing by the Holder).

     

    
      
         


      

      
        - 19
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    (k)           "Excluded Securities" means any
Common Stock issued or issuable: (i) in connection with any Approved Stock Plan;
provided that the option term, exercise price or similar provisions of any
issuances pursuant to such Approved Stock Plan are not amended, modified or
changed on or after the Subscription Date, (ii) upon conversion of the SPA
Securities or exercise of the Warrants; provided that neither
the terms of the SPA Securities nor the Warrants are amended, modified or
changed on or after the date hereof to lower the conversion price, amortization
price or exercise price of any such securities, to extend the term of any such
securities or otherwise in any manner that adversely affects, or could
reasonably be expected to adverse affect, the Holder; (iii) in connection with
the warrants issued to the Placement Agent on the terms set forth on Schedule
4(n)(i)(5) of the Securities Purchase Agreement; provided that the terms of such
warrants are not amended, modified or changed on or after the date hereof to
lower the exercise price, extend the term thereof or otherwise in any other
matter that adversely affects, or could reasonably be expected to adverse affect
the Holder and provided, further, that the
shares of Common Stock underlying such warrants are not reserved by the Company out of the authorized and
unissued shares of Common Stock and are not issuable or issued until the
Company obtains the Principal Market Stockholder Approval and the Authorized
Share Stockholder Approval; and provided, further, that the shares of Common Stock
underlying such warrants are not registered until all of the Registrable
Securities are registered; (iv) upon exercise of any Options or
Convertible Securities which are outstanding on the day immediately preceding
the date hereof; provided that the
terms of such Options or Convertible Securities are not amended, modified or
changed on or after the date hereof to lower the conversion price, amortization
price or exercise price of any such securities, to extend the term of any such
securities or otherwise in any manner that adversely affects, or could
reasonably be expected to adverse affect, the Holder and (v) in connection with
mergers, acquisitions, strategic licensing arrangements, strategic business
partnerships or joint ventures, in each case with non-affiliated third parties
and otherwise on an arm's-length basis, the purpose of which is not to raise
additional capital; provided, that such third parties are not granted any
registration rights.  Notwithstanding the foregoing, any Common Stock
issued or issuable to raise capital for the Company or its Subsidiaries,
directly or indirectly, in connection with any transaction contemplated by
clause (v) above, including, without limitation, securities issued in one or
more related transactions or that result in similar economic consequences, shall
not be deemed to be Excluded Securities.

     

    (l)           "Expiration Date" means the
date sixty months after the Initial Exercisability Date or, if such date falls
on a day other than a Business Day or on which trading does not take place on
the Principal Market (a "Holiday"), the next day that
is not a Holiday.

     

    (m)           "First Determination Date"
means the later of (i) the earlier of (A) the date that the Principal Market
Stockholder Approval is obtained and (B) the date that the Common Stock ceases
to be listed or quoted on the Principal Market, and (ii) the earlier of the date
that (A) the Registration Statement filed pursuant to the Registration Rights
Agreement shall be effective and available for the resale of all remaining
Registrable Securities in accordance with the terms of the Registration Rights
Agreement and (B) the first date that all of the Securities (as defined in the
Securities Purchase Agreement) may be resold without restriction or limitation
pursuant to Rule 144.

     

    (n)           "Fundamental Transaction" means
that (A) the Company shall, directly or indirectly, in one or more related
transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Person, or (ii) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or
assets of the Company to another Person, or (iii) allow another Person to make a
purchase, tender or exchange offer that is accepted by the holders of more than
the 50% of the outstanding shares of Common Stock (not including any shares of
Common Stock held by the Person or Persons making or party to, or associated or
affiliated with the Persons making or party to, such purchase, tender or
exchange offer), or (iv) consummate a stock purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person
acquires more than the 50% of the outstanding shares of Common Stock (not
including any shares of Common Stock held by the other Person or other Persons
making or party to, or associated or affiliated with the other Persons making or
party to, such stock purchase agreement or other business combination), or (v)
reorganize, recapitalize or reclassify its Common Stock or (B) any "person" or
"group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the
1934 Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3
under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary
voting power represented by issued and outstanding shares of Common
Stock.

     

    
      
         


      

      
        - 20
-

        
          

        

      

      
         


      

    


    (o)           "Initial Exercisability Date"
means the earlier of (i) the six month anniversary of the Issuance Date, (ii)
the date that the Common Stock ceases to be listed or quoted on the Principal
Market and (ii) the date that the Company obtains Principal Market Stockholder
Approval.

     

    (p)           
"Option Value" means the
value of an Option based on the Black and Scholes Option Pricing model obtained
from the "OV" function on Bloomberg determined as of the day prior to the public
announcement of the applicable Option for pricing purposes and reflecting (i) a
risk-free interest rate corresponding to the U.S. Treasury rate for a period
equal to the remaining term of the applicable Option as of the applicable date
of determination, (ii) an expected volatility equal to the greater of 100% and
the 100 day volatility obtained from the HVT function on Bloomberg as of the day
immediately following the public announcement of the applicable Option, (iii)
the underlying price per share used in such calculation shall be the highest
Weighted Average Price during the period beginning on the day prior to the
execution of definitive documentation relating to the issuance of the applicable
Option and the public announcement of such issuance and (iv) a 360 day
annualization factor.

     

    (q)           "Options" means any rights,
warrants or options to subscribe for or purchase shares of Common Stock or
Convertible Securities.

     

    (r)           "Parent Entity" of a Person
means an entity that, directly or indirectly, controls the applicable Person and
whose common shares or common stock or equivalent equity security is quoted or
listed on an Eligible Market, or, if there is more than one such Person or
Parent Entity, the Person or Parent Entity with the largest public market
capitalization as of the date of consummation of the Fundamental
Transaction.

     

    (s)           "Person" means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity and a government or any
department or agency thereof.

     

    (t)           "Principal Market" means NYSE
Amex Equities.

     

    (u)           "Required Holders" means the
holders of the SPA Warrants representing at least sixty percent (60%) of the
shares of Common Stock underlying the SPA Warrants then
outstanding.

     

    (v)           "Second Determination Date"
means the date that all of the Securities (as defined in the Securities Purchase
Agreement) may be resold without restriction or limitation pursuant to Rule 144
and the Company regains compliance with the Company's current public information
requirement under Rule 144(c)(1) after a Public Reporting Failure; provided,
that if the Company does not regain such compliance on or prior to the one year
anniversary of the Issuance Date, the Second Determination Date shall be the one
year anniversary of the Issuance Date.

     

    
      
         


      

      
        - 21
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    (w)           "SPA Securities" means the
Notes issued pursuant to the Securities Purchase Agreement.

     

    (x)           "Successor Entity" means the
Person (or, if so elected by the Required Holders, the Parent Entity) formed by,
resulting from or surviving any Fundamental Transaction or the Person (or, if so
elected by the Required Holders, the Parent Entity) with which such Fundamental
Transaction shall have been entered into.

     

    (y)           "Trading Day" means any day on
which the Common Stock is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Stock, then on the
principal securities exchange or securities market on which the Common Stock is
then traded; provided that
"Trading Day" shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the
Common Stock is suspended from trading during the final hour of trading on such
exchange or market (or if such exchange or market does not designate in advance
the closing time of trading on such exchange or market, then during the hour
ending at 4:00:00 p.m., New York time).

     

    (z)           Triggering
Event.  A "Triggering Event" shall be
deemed to have occurred at such time as any of the following
events:

     

    (1)           while
the Registration Statement is required to be maintained, the effectiveness of
the Registration Statement lapses for any reason (including, without limitation,
the issuance of a stop order) or is unavailable to the Holder for the issuance
and sale of the Warrant Shares underlying this Warrant, and such lapse or
unavailability continues for a period of ten (10) consecutive Trading Days or
for more than an aggregate of thirty (30) days in any 365 day period;

     

    (2)           the
suspension from trading or failure of the Common Stock to be listed on the
Principal Market or another Eligible Market for a period of five (5) consecutive
Trading Days or for more than an aggregate of ten (10) Trading Days in any
365-day period;

     

    (3)           the
entry by a court having jurisdiction in the premises of (i) a decree or order
for relief in respect of the Company or any Subsidiary of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (ii) a decree or order adjudging the
Company or any Subsidiary as bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company or any Subsidiary under any applicable Federal
or State law or (iii) appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or any Subsidiary
or of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for
relief or any such other decree or order unstayed and in effect for a period of
60 consecutive days;

     

    
      
         


      

      
        - 22
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    (4)           the
commencement by the Company or any Subsidiary of a voluntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Company or any Subsidiary in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable Federal
or State law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or any
Subsidiary or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due, or the taking of
corporate action by the Company or any Subsidiary in furtherance of any such
action; or

     

    (5)           the
Company breaches any representation, warranty, covenant or other term or
condition of any Transaction Document (as defined in the Securities Purchase
Agreement), except, in the case of a breach of a covenant which is curable, only
if such breach remains uncured for a period of at least five (5) Business
Days.

     

    (aa)           "Weighted Average Price" means,
for any security as of any date, the dollar volume-weighted average price for
such security on the Principal Market during the period beginning at 9:30:01
a.m., New York time (or such other time as the Principal Market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York
time (or such other time as the Principal Market publicly announces is the
official close of trading), as reported by Bloomberg through its "Volume at
Price" function or, if the foregoing does not apply, the dollar volume-weighted
average price of such security in the over-the-counter market on the electronic
bulletin board for such security during the period beginning at 9:30:01 a.m.,
New York time (or such other time as the Principal Market publicly announces is
the official open of trading), and ending at 4:00:00 p.m., New York time (or
such other time as the Principal Market publicly announces is the official close
of trading), as reported by Bloomberg, or, if no dollar volume-weighted average
price is reported for such security by Bloomberg for such hours, the average of
the highest closing bid price and the lowest closing ask price of any of the
market makers for such security as reported in the "pink sheets" by Pink Sheets
LLC (formerly the National Quotation Bureau, Inc.).  If the Weighted
Average Price cannot be calculated for a security on a particular date on any of
the foregoing bases, the Weighted Average Price of such security on such date
shall be the fair market value as mutually determined by the Company and the
Holder.  If the Company and the Holder are unable to agree upon the
fair market value of such security, then such dispute shall be resolved pursuant
to Section 13 with the term "Weighted Average Price" being substituted for the
term "Exercise Price." All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar
transaction during the applicable calculation period.

     

    [Signature
Page Follows]


    
      
         


      

      
        - 23
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    IN WITNESS WHEREOF, the
Company has caused this Warrant to Purchase Common Stock to be duly executed as
of the Issuance Date set out above.

     

    
      
        
          
            
              
                	 	
                        RADIENT
      PHARMACEUTICALS CORPORATION

                      	 
	 	 
      	 
	 	
                        By:

                      	
                            

                      	 
	 	
                        Name:  

                      	 
      	 
	 	
                        Title:

                      	 
      	 


              

            

          

        

      

    

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      



    EXHIBIT
A

    


    EXERCISE
NOTICE

     

    TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

    WARRANT
TO PURCHASE COMMON STOCK

    


    RADIENT
PHARMACEUTICALS CORPORATION

     

    The undersigned holder hereby exercises
the right to purchase _________________ of the Common Stock ("Warrant Shares") of Radient
Pharmaceuticals Corporation, a
Delaware corporation (the "Company"), evidenced by the
attached Warrant to Purchase Common Stock (the "Warrant").  Capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.

    


    1.  Form of Exercise
Price.  The Holder intends that payment of the Exercise Price shall be
made as:

    


    
      ____________
a
"Cash Exercise"
with respect to _________________ Warrant Shares; or

    

    


    
      ____________
a
"Cashless
Exercise" with respect to _______________ Warrant
Shares.

    

    


    2.  Payment of Exercise
Price.  In the event that the holder has elected a Cash Exercise with
respect to some or all of the Warrant Shares to be issued pursuant hereto, the
holder shall pay the Aggregate Exercise Price in the sum of $___________________
to the Company in accordance with the terms of the Warrant.

    


    3.  Delivery of Warrant
Shares.  The Company shall deliver to the holder __________ Warrant
Shares in accordance with the terms of the Warrant.

    


    Date:
_______________ __, ______

    


    
      
        	
                     

              
	
                Name
      of Registered Holder

              
	 
      	 
      
	
                By:

              	
                     

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ACKNOWLEDGMENT

    


    The Company hereby acknowledges this
Exercise Notice and hereby directs Corporate Stock Transfer, Inc. to issue the above
indicated number of shares of Common Stock in accordance with the Transfer Agent
Instructions dated January [__], 2011 from the Company and acknowledged and
agreed to Corporate Stock Transfer, Inc..

    


    
      
        
          
            
              	 	
                      RADIENT
      PHARMACEUTICALS CORPORATION

                    	 
	 	 
      	 
	 	
                      By:

                    	
                          

                    	 
	 	
                      Name:  

                    	 
      	 
	 	
                      Title: