Unassociated Document


    Exhibit
      4.2

     

    NEITHER
      THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE
      BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
      MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.  THIS
      SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE
      PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED
      BY
      SUCH SECURITIES.

     

    ENABLE
      HOLDINGS, INC. 

    COMMON
      STOCK PURCHASE WARRANT

    


     

    
      	
              Warrant
                Shares: 3,200,000

            	
              Initial
                Exercise Date: October 9, 2008

            


    

     

    THIS
      COMMON STOCK PURCHASE WARRANT (the “Warrant”)
      certifies that, for value received, Dawn Geras (the “Holder”)
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date hereof (the
      “Initial
      Exercise Date”)
      and on
      or prior to the close of business on the five year anniversary of the date
      hereof (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase Enable Holdings, Inc., a Delaware
      corporation (the “Company”),
      up to
      3,200,000 shares (the “Warrant
      Shares”)
      of
      Common Stock.  The purchase price of one share of Common Stock under this
      Warrant shall be equal to the Exercise Price, as defined in Section
      2(b). 

     

    Section
      1.        
      Definitions. 
      Capitalized terms used and not otherwise defined herein shall have the meanings
      set forth in that certain Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated
      October 9, 2008, among the Company and the Purchaser.


    
      
        
        

      

      
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    Section
      2.        
      Exercise.

     

    (a)
      Exercise
      of Warrant. 
      Exercise of the purchase rights represented by this Warrant may be made, in
      whole or in part, at any time or times on or after the date hereof and on or
      before the Termination Date by delivery to the Company of a duly executed
      facsimile copy of the Notice of Exercise Form annexed hereto (or such other
      office or agency of the Company as it may designate by notice in writing to
      the
      registered Holder at the address of the Holder appearing on the books of the
      Company); and, within 5 Trading Days of the date said Notice of Exercise is
      delivered to the Company, the Company shall have received  payment of the
      aggregate Exercise Price of the shares thereby purchased by wire transfer or
      cashier’s check drawn on a United States bank.  Notwithstanding anything
      herein to the contrary, the Holder shall not be required to physically surrender
      this Warrant to the Company until the Holder has purchased all of the Warrant
      Shares available hereunder and the Warrant has been exercised in full, in which
      case, the Holder shall surrender this Warrant to the Company for cancellation
      within 5 Trading Days of the date the final Notice of Exercise is delivered
      to
      the Company.  Partial exercises of this Warrant resulting in purchases of a
      portion of the total number of Warrant Shares available hereunder shall have
      the
      effect of lowering the outstanding number of Warrant Shares purchasable
      hereunder in an amount equal to the applicable number of Warrant Shares
      purchased.  The Holder and the Company shall maintain records showing the
      number of Warrant Shares purchased and the date of such purchases.  The
      Company shall deliver any objection to any Notice of Exercise Form within 1
      Business Day of receipt of such notice.  In the event of any dispute or
      discrepancy, the records of the Holder shall be controlling and determinative
      in
      the absence of manifest error. The Holder and any assignee, by acceptance of
      this Warrant, acknowledge and agree that, by reason of the provisions of this
      paragraph, following the purchase of a portion of the Warrant Shares hereunder,
      the number of Warrant Shares available for purchase hereunder at any given
      time
      may be less than the amount stated on the face hereof.  

     

    (b)
      Exercise
      Price. 
      The exercise price per share of the Common Stock under this Warrant shall be
      $0.25,
      subject
      to adjustment hereunder (the “Exercise
      Price”).

     

    (c)
      Cashless
      Exercise. 
      If at any time after the earlier of (i) the six (6) month anniversary of the
      date of the Purchase Agreement and (ii) the completion of the then-applicable
      holding period required by Rule 144, or any successor provision then in effect,
      there is no effective registration statement registering, or no current
      prospectus available for, the resale of the Warrant Shares by the Holder, then
      this Warrant may also be exercised at such time by means of a “cashless
      exercise” in which the Holder shall be entitled to receive a certificate for the
      number of Warrant Shares equal to the quotient obtained by dividing [(A-B)
      (X)]
      by (A), where:

     

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

     

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

     

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


    
      
        
        

      

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

     

    
      
        
        

      

      
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    (e)
      Mechanics
      of Exercise.

     

    (i)
      Delivery
      of Certificates Upon Exercise. 
      Certificates for shares purchased hereunder shall be transmitted by the transfer
      agent of the Company to the Holder by crediting the account of the Holder’s
      prime broker with the Depository Trust Company through its Deposit Withdrawal
      Agent Commission (“DWAC”)
      system
      if the Company is a participant in such system and the shares are eligible
      for
      resale without volume or manner-of-sale limitations pursuant to Rule 144, and
      otherwise by physical delivery to the address specified by the Holder in the
      Notice of Exercise within 5 Trading Days from the delivery to the Company of
      the
      Notice of Exercise Form, surrender of this Warrant (if required) and payment
      of
      the aggregate Exercise Price as set forth above (“Warrant
      Share Delivery Date”). 
      This Warrant shall be deemed to have been exercised on the date the Exercise
      Price is received by the Company.  The Warrant Shares shall be deemed to
      have been issued, and Holder or any other person so designated to be named
      therein shall be deemed to have become a holder of record of such shares for
      all
      purposes, as of the date the Warrant has been exercised by payment to the
      Company of the Exercise Price (or by cashless exercise, if permitted) and all
      taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi)
      prior to the issuance of such shares, have been paid.

     

    (ii)
      Delivery
      of New Warrants Upon Exercise. 
      If this Warrant shall have been exercised in part, the Company shall, at the
      request of a Holder and upon surrender of this Warrant certificate, at the
      time
      of delivery of the certificate or certificates representing Warrant Shares,
      deliver to Holder a new Warrant evidencing the rights of Holder to purchase
      the
      unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
      in all other respects be identical with this Warrant.

     

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

     

    
      
        
        

      

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

     

    (v)
      No
      Fractional Shares or Scrip. 
      No fractional shares or scrip representing fractional shares shall be issued
      upon the exercise of this Warrant.  As to any fraction of a share which
      Holder would otherwise be entitled to purchase upon such exercise, the Company
      shall at its election, either pay a cash adjustment in respect of such final
      fraction in an amount equal to such fraction multiplied by the Exercise Price
      or
      round up to the next whole share.

     

    (vi)
      Charges,
      Taxes and Expenses. 
      Issuance of certificates for Warrant Shares shall be made without charge to
      the
      Holder for any issue or transfer tax or other incidental expense in respect
      of
      the issuance of such certificate, all of which taxes and expenses shall be
      paid
      by the Company, and such certificates shall be issued in the name of the Holder
      or in such name or names as may be directed by the Holder; provided,
      however,
      that in
      the event certificates for Warrant Shares are to be issued in a name other
      than
      the name of the Holder, this Warrant when surrendered for exercise shall be
      accompanied by the Assignment Form attached hereto duly executed by the Holder;
      and the Company may require, as a condition thereto, the payment of a sum
      sufficient to reimburse it for any transfer tax incidental thereto.

     

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

     

    
      
        
        

      

      
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    Section
      3.        
      Certain Adjustments.

     

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

     

    (b)
      Subsequent
      Equity Sales.
      If the
      Company or any Subsidiary thereof, as applicable, at any time while this Warrant
      is outstanding, shall sell or grant any option to purchase, or sell or grant
      any
      right to reprice, or otherwise dispose of or issue (or announce any offer,
      sale,
      grant or any option to purchase or other disposition) any Common Stock or Common
      Stock Equivalents entitling any Person to acquire shares of Common Stock, at
      an
      effective price per share less than the then Exercise Price (such lower price,
      the “Base
      Share Price”
and
      such issuances collectively, a “Dilutive
      Issuance”)
      (if
      the holder of the Common Stock or Common Stock Equivalents so issued shall
      at
      any time, whether by operation of purchase price adjustments, reset provisions,
      floating conversion, exercise or exchange prices or otherwise, or due to
      warrants, options or rights per share which are issued in connection with such
      issuance, be entitled to receive shares of Common Stock at an effective price
      per share which is less than the Exercise Price, such issuance shall be deemed
      to have occurred for less than the Exercise Price on such date of the Dilutive
      Issuance), then the Exercise Price shall be reduced and only reduced to equal
      the Base Share Price and the number of Warrant Shares issuable hereunder shall
      be increased such that the aggregate Exercise Price payable hereunder, after
      taking into account the decrease in the Exercise Price, shall be equal to the
      aggregate Exercise Price prior to such adjustment.  Such adjustment shall
      be made whenever such Common Stock or Common Stock Equivalents are issued. 
Notwithstanding the foregoing, no adjustments shall be made, paid or issued
      under this Section 3(b) in respect of an Exempt Issuance.  The Company
      shall notify the Holder in writing, no later than the 5 Trading Days following
      the issuance of any Common Stock or Common Stock Equivalents subject to this
      Section 3(b), indicating therein the applicable issuance price, or applicable
      reset price, exchange price, conversion price and other pricing terms (such
      notice the “Dilutive
      Issuance Notice”). 
      For purposes of clarification, whether or not the Company provides a Dilutive
      Issuance Notice pursuant to this Section 3(b), upon the occurrence of any
      Dilutive Issuance, after the date of such Dilutive Issuance the Holder is
      entitled to receive a number of Warrant Shares based upon the Base Share Price
      regardless of whether the Holder accurately refers to the Base Share Price
      in
      the Notice of Exercise.

     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

      
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    (e)
      Fundamental
      Transaction.
      If, at
      any time while this Warrant is outstanding, (A) the Company effects any merger
      or consolidation of the Company with or into another Person, (B) the Company
      effects any sale of all or substantially all of its assets in one or a series
      of
      related transactions, (C) any tender offer or exchange offer (whether by the
      Company or another Person) is completed pursuant to which holders of Common
      Stock are permitted to tender or exchange their shares for other securities,
      cash or property, or (D) the Company effects any reclassification of the Common
      Stock or any compulsory share exchange pursuant to which the Common Stock is
      effectively converted into or exchanged for other securities, cash or property
      (each “Fundamental
      Transaction”),
      then,
      upon any subsequent exercise of this Warrant, the Holder shall have the right
      to
      receive, for each Warrant Share that would have been issuable upon such exercise
      immediately prior to the occurrence of such Fundamental Transaction, the number
      of shares of Common Stock of the successor or acquiring corporation or of the
      Company, if it is the surviving corporation, and any additional consideration
      (the “Alternate
      Consideration”)
      receivable as a result of such merger, consolidation or disposition of assets
      by
      a holder of the number of shares of Common Stock for which this Warrant is
      exercisable immediately prior to such event. For purposes of any such exercise,
      the determination of the Exercise Price shall be appropriately adjusted to
      apply
      to such Alternate Consideration based on the amount of Alternate Consideration
      issuable in respect of one share of Common Stock in such Fundamental
      Transaction, and the Company shall apportion the Exercise Price among the
      Alternate Consideration in a reasonable manner reflecting the relative value
      of
      any different components of the Alternate Consideration.  If holders of
      Common Stock are given any choice as to the securities, cash or property to
      be
      received in a Fundamental Transaction, then the Holder shall be given the same
      choice as to the Alternate Consideration it receives upon any exercise of this
      Warrant following such Fundamental Transaction.  To the extent necessary to
      effectuate the foregoing provisions, any successor to the Company or surviving
      entity in such Fundamental Transaction shall issue to the Holder a new warrant
      consistent with the foregoing provisions and evidencing the Holder’s right to
      exercise such warrant into Alternate Consideration. The terms of any agreement
      pursuant to which a Fundamental Transaction is effected shall include terms
      requiring any such successor or surviving entity to comply with the provisions
      of this Section 3(e) and insuring that this Warrant (or any such replacement
      security) will be similarly adjusted upon any subsequent transaction analogous
      to a Fundamental Transaction. 

     

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

     

    (g)
      Intentionally
      Omitted.

     

    (h)
      Notice
      to Holder. 

     

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


    
      
        
        

      

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

     

    Section
      4.        
      Transfer
      of Warrant.

     

    (a)     
      Transferability. 
      Subject to compliance with any applicable securities laws and the conditions
      set
      forth in Section 4(d) hereof and to the provisions of Section 4.1 of the
      Purchase Agreement, this Warrant and all rights hereunder (including, without
      limitation, any registration rights) are transferable, in whole or in part,
      upon
      surrender of this Warrant at the principal office of the Company or its
      designated agent, together with a written assignment of this Warrant
      substantially in the form attached hereto duly executed by the Holder or its
      agent or attorney and funds sufficient to pay any transfer taxes payable upon
      the making of such transfer.  Upon such surrender and, if required, such
      payment, the Company shall execute and deliver a new Warrant or Warrants in
      the
      name of the assignee or assignees and in the denomination or denominations
      specified in such instrument of assignment, and shall issue to the assignor
      a
      new Warrant evidencing the portion of this Warrant not so assigned, and this
      Warrant shall promptly be cancelled.  A Warrant, if properly assigned, may
      be exercised by a new holder for the purchase of Warrant Shares without having
      a
      new Warrant issued. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b)       
      New
      Warrants.
      This
      Warrant may be divided or combined with other Warrants upon presentation hereof
      at the aforesaid office of the Company, together with a written notice
      specifying the names and denominations in which new Warrants are to be issued,
      signed by the Holder or its agent or attorney.  Subject to compliance with
      Section 4(a), as to any transfer which may be involved in such division or
      combination, the Company shall execute and deliver a new Warrant or Warrants
      in
      exchange for the Warrant or Warrants to be divided or combined in accordance
      with such notice. All Warrants issued on transfers or exchanges shall be dated
      the Initial Exercise Date and shall be identical with this Warrant except as
      to
      the number of Warrant Shares issuable pursuant thereto.

     

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

     

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

     

    Section
      5.        
      Miscellaneous.

     

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

     

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


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (c)       
      Saturdays,
      Sundays, Holidays, etc. 
      If the last or appointed day for the taking of any action or the expiration
      of
      any right required or granted herein shall not be a Business Day, then such
      action may be taken or such right may be exercised on the next succeeding
      Business Day.

     

    (d)     
      Authorized
      Shares. 
      The Company covenants that, during the period the Warrant is outstanding, it
      will reserve from its authorized and unissued Common Stock a sufficient number
      of shares to provide for the issuance of the Warrant Shares upon the exercise
      of
      any purchase rights under this Warrant.  The Company further covenants that
      its issuance of this Warrant shall constitute full authority to its officers
      who
      are charged with the duty of executing stock certificates to execute and issue
      the necessary certificates for the Warrant Shares upon the exercise of the
      purchase rights under this Warrant.  The Company will take all such
      reasonable action as may be necessary to assure that such Warrant Shares may
      be
      issued as provided herein without violation of any applicable law or regulation,
      or of any requirements of the Trading Market upon which the Common Stock may
      be
      listed.  The Company covenants that all Warrant Shares which may be issued
      upon the exercise of the purchase rights represented by this Warrant will,
      upon
      exercise of the purchase rights represented by this Warrant, be duly authorized,
      validly issued, fully paid and nonassessable and free from all taxes, liens
      and
      charges created by the Company in respect of the issue thereof (other than
      taxes
      in respect of any transfer occurring contemporaneously with such issue).
 

     

    Except
      as
      provided herein, and to the extent as waived or consented to by the Holder,
      the
      Company shall not by any action, including, without limitation, amending its
      certificate of incorporation or through any reorganization, transfer of assets,
      consolidation, merger, dissolution, issue or sale of securities or any other
      voluntary action, avoid or seek to avoid the observance or performance of any
      of
      the terms of this Warrant, but will at all times in good faith assist in the
      carrying out of all such terms and in the taking of all such actions as may
      be
      necessary or appropriate to protect the rights of Holder as set forth in this
      Warrant against impairment.  Without limiting the generality of the
      foregoing, the Company will (a) not increase the par value of any Warrant Shares
      above the amount payable therefor upon such exercise immediately prior to such
      increase in par value, (b) take all such action as may be necessary or
      appropriate in order that the Company may validly and legally issue fully paid
      and nonassessable Warrant Shares upon the exercise of this Warrant, and (c)
      use
      commercially reasonable efforts to obtain all such authorizations, exemptions
      or
      consents from any public regulatory body having jurisdiction thereof as may
      be
      necessary to enable the Company to perform its obligations under this
      Warrant.

     

    Before
      taking any action which would result in an adjustment in the number of Warrant
      Shares for which this Warrant is exercisable or in the Exercise Price, the
      Company shall obtain all such authorizations or exemptions thereof, or consents
      thereto, as may be necessary from any public regulatory body or bodies having
      jurisdiction thereof.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    (j) Remedies. 
      Holder, in addition to being entitled to exercise all rights granted by law,
      including recovery of damages, will be entitled to specific performance of
      its
      rights under this Warrant.  The Company agrees that monetary damages would
      not be adequate compensation for any loss incurred by reason of a breach by
      it
      of the provisions of this Warrant and hereby agrees to waive and not to assert
      the defense in any action for specific performance that a remedy at law would
      be
      adequate.

     

    (k) Successors
      and Assigns. 
      Subject to applicable securities laws, this Warrant and the rights and
      obligations evidenced hereby shall inure to the benefit of and be binding upon
      the successors of the Company and the successors and permitted assigns of
      Holder.  The provisions of this Warrant are intended to be for the benefit
      of all Holders from time to time of this Warrant and shall be enforceable by
      the
      Holder or holder of Warrant Shares.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    (l) Amendment. 
      This Warrant may be modified or amended or the provisions hereof waived with
      the
      written consent of the Company and Holders holding Warrants at least equal
      to
      60% of the Warrant Shares issuable upon exercise of all then outstanding
      Warrants.

     

    (m) Severability. 
      Wherever possible, each provision of this Warrant shall be interpreted in such
      manner as to be effective and valid under applicable law, but if any provision
      of this Warrant shall be prohibited by or invalid under applicable law, such
      provision shall be ineffective to the extent of such prohibition or invalidity,
      without invalidating the remainder of such provisions or the remaining
      provisions of this Warrant.

     

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

     

    (o) Conflicts.   
      In the event of any conflict or inconsistency between the terms of this Warrant
      and the terms of any of the Transactions Documents the terms of this Warrant
      shall govern.

     

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


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


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

     

    
      	
              ENABLE
                HOLDINGS, INC.

            
	 
	
              By:/s/
                Jeffrey D. Hoffman               

                  
                 Name: Jeffrey D. Hoffman

                   
                Title: CEO

            
	
               

              Address
                for Notice:

               

              ENABLE
                HOLDINGS, INC.

              8725
                W. Higgins Road, Suite 900

              Chicago,
                Illinois 60631

              Attn:
                Jeffrey D. Hoffman, CEO

               

              With
                a copy to (which shall not constitute notice):

               

              Fredrikson
                & Byron, P.A.

              200
                South Sixth Street, Suite 4000

              Minneapolis,
                MN 55402

              Attn:
                Thomas F. Steichen, Esq.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    NOTICE
      OF EXERCISE

     

    To:     
      Enable Holdings, Inc.

     

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

     

    b)     
      Payment shall take the form of (check applicable box):

     

    o
      in lawful money of the
      United States;

     

    o
      the cancellation of indebtedness under
      the Debentures; or

     

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

     

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

     

                                       
      _______________________________

     

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

     

                                       
      _______________________________

     

                                       
      _______________________________

     

                                       
      _______________________________

     

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    [SIGNATURE
      OF HOLDER]

    

      
        	
                Name
                  of Investing Entity: 

              
	  

	 
	
                Signature
                  of Authorized Signatory of Investing Entity:
                  

              
	 

	 
	
                Name
                  of Authorized Signatory:  

              
	 

	 
	
                Title
                  of Authorized Signatory: 

              
	 

	 
	
                Date:
                  

              
	                     
                


      

    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
      FORM

     

    (To
      assign the foregoing warrant, execute this form and supply required information.
 Do not use this form to exercise the warrant.)

     

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

     

    _______________________________________________
      whose address is

     

    _______________________________________________________________.

     

    _______________________________________________________________

     

                                       Dated: 
      ______________, _______

     

                                       Holder’s
      Signature:      
_____________________________

     

                                       Holder’s
      Address:       
_____________________________

     

                                                                              
      _____________________________

     

    Signature
      Guaranteed:  ___________________________________________

     

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

     

    
      
        
        

      

      
        17