Nutrastar International Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2

NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE
SECURITIES ARE 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 COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES AND THE
SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITIES.

NUTRASTAR INTERNATIONAL INC. 
SERIES C COMMON STOCK
PURCHASE WARRANT

Warrant No. [__]


Dated: [May ___, 2010]


NUTRASTAR INTERNATIONAL INC., a Nevada corporation (the
"Company"), hereby certifies that, for value received, [________] or its
registered assigns (the "Holder"), is entitled to purchase from the
Company up to a total of [_______] shares of common stock, par value $0.001 per
share (the "Common Stock"), of the Company (each such share, a
"Warrant Share" and all such shares, the "Warrant Shares") at an
exercise price equal to $3.40 per share (as may be adjusted from time to time as
provided in Section 9, the "Exercise Price"), at any time and from
time to time after the date hereof through and including the three-year
anniversary of the date hereof (the "Expiration Date"), and subject to
the terms and conditions set forth herein. This Warrant (this "Warrant")
is one of a series of similar warrants issued pursuant to the Securities
Purchase Agreement dated as of May 27, 2010 by and among the Company and each of
the Purchasers identified on the signature pages thereto (the "Purchase
Agreement"). 

1.   Definitions. In
addition to the terms defined elsewhere in this Warrant, capitalized terms that
are not otherwise defined herein have the meanings given to such terms in the
Purchase Agreement.

2.   Registration of the
Warrant Shares. The Company shall register the Warrant Shares in accordance
with the registration provisions set forth in the Purchase Agreement. 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.


3.   Registration of
Transfers. The Company shall register the transfer of any portion of this
Warrant in the warrant register (the “Warrant Register”), upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and
signed, to the Company’s transfer agent or to the Company at its address
specified herein. Upon any such registration or transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so
transferred shall be issued to the transferee and a New Warrant evidencing
the remaining portion of this Warrant not so transferred, if any, shall be
issued to the transferring Holder. The acceptance of the New Warrant by the
transferee thereof shall be deemed the acceptance by such transferee of all of
the rights and obligations in respect of the New Warrant that the Holder has in
respect of this Warrant.




4. Exercise and Duration of
Warrants.

(a) Exercise. This Warrant
shall be exercisable by the registered Holder at any time and from time to time
on or after the date hereof to and including the Expiration Date. At 5:00 P.M.,
Los Angeles, California time on the Expiration Date, the portion of this Warrant
not exercised prior thereto shall be and become void and of no value and this
Warrant shall be terminated and shall no longer be outstanding. 

(b) Procedures for Exercise.
The Holder may exercise this Warrant by delivering to the Company (i) an
exercise notice, in the form attached hereto (the "Exercise
Notice"), appropriately completed and duly signed, and (ii) if such
Holder is not utilizing the cashless exercise provisions pursuant to Section 10
below, payment by wire transfer of immediately available funds to an account
designated by the Company of the Exercise Price for the number of Warrant Shares
as to which this Warrant is being exercised, and the date such items are
delivered to the Company (as determined in accordance with the notice provisions
hereof) is an "Exercise Date." The Holder shall be required to deliver
the original Warrant in order to effect an exercise hereunder. Upon the
execution and delivery of the Exercise Notice, the Company shall issue a New
Warrant to the Holder evidencing the right to purchase the remaining number of
Warrant Shares. 

5. Delivery of Warrant
Shares.

(a) Upon exercise of this Warrant, the
Company shall promptly (but in no event later than three Business Days after the
Exercise Date) issue or cause to be issued and cause to be delivered to or upon
the written order of the Holder and in such name or names as the Holder may
designate, a certificate for the Warrant Shares issuable upon such exercise,
free of restrictive legends unless a registration statement covering the resale
of the Warrant Shares and naming the Holder as a selling stockholder thereunder
is not then effective and the Warrant Shares are not freely transferable without
volume restrictions pursuant to Rule 144 under the Securities Act. The Holder,
or any Person so designated by the Holder to receive Warrant Shares, shall be
deemed to have become the holder of record of such Warrant Shares as of the
Exercise Date. The Company shall, upon request of the Holder, use its best
efforts to deliver Warrant Shares hereunder electronically through The
Depository Trust Corporation or another established clearing corporation
performing similar functions, if available. If as of the time of exercise the
Warrant Shares constitute restricted or control securities, the Holder, by
exercising, agrees not to resell them except in compliance with all applicable
securities laws.

(b) This Warrant is exercisable,
either in its entirety or, from time to time, for a portion of the number of
Warrant Shares. Upon surrender of this Warrant following one or more partial
exercises, the Company shall issue or cause to be issued, at its expense, a New
Warrant evidencing the right to purchase the remaining number of Warrant
Shares.




(c) To the extent permitted by law,
the Company's obligations to issue and deliver Warrant Shares in accordance with
the terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any Person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation of
law by the Holder or any other Person, and irrespective of any other
circumstance that might otherwise limit such obligation of the Company to the
Holder in connection with the issuance of Warrant Shares. 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 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.

6. Charges, Taxes and Expenses.
Issuance and delivery of certificates for shares of Common Stock upon exercise
of this Warrant shall be made without charge to the Holder for any issue or
transfer tax, withholding tax, transfer agent fee or other incidental tax or
expense in respect of the issuance of such certificates, all of which taxes and
expenses shall be paid by the Company; provided, however, that the Company shall
not be required to pay any tax that may be payable in respect of any transfer
involved in the registration of any certificates for Warrant Shares or the
Warrants in a name other than that of the Holder or an Affiliate thereof. The
Holder shall be responsible for all other tax liability that may arise as a
result of holding or transferring this Warrant or receiving Warrant Shares upon
exercise hereof.

7. Replacement of Warrant. If
this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
cause to be issued in exchange and substitution for and upon cancellation
hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction and customary and reasonable bond or indemnity, if
requested. Applicants for a New Warrant under such circumstances shall also
comply with such other reasonable regulations and procedures and pay such other
reasonable third-party costs as the Company may prescribe. If a New Warrant is
requested as a result of a mutilation of this Warrant, then the Holder shall
deliver such mutilated Warrant to the Company as a condition precedent to the
Company’s obligation to issue the New Warrant. 

8. Reservation of Warrant
Shares. The Company covenants that it will at all times reserve and keep
available out of the aggregate of its authorized but unissued and otherwise
unreserved Common Stock, solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein provided, the number of Warrant
Shares that are then issuable and deliverable upon the exercise of this entire
Warrant, free from preemptive rights or any other contingent purchase rights of
persons other than the Holder (taking into account the adjustments and
restrictions of Section 9). The Company covenants that all Warrant Shares
so issuable and deliverable shall, upon issuance and the payment of the
applicable Exercise Price in accordance with the terms hereof, be duly and
validly authorized, issued and fully paid and nonassessable. The Company will
take all such actions 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 any securities exchange or automated quotation
system upon which the Common Stock may be listed.




9. Certain Adjustments. The
Exercise Price and number of Warrant Shares issuable upon exercise of this
Warrant are subject to adjustment from time to time as set forth in this
Section 9.

(a) Adjustments to the Exercise
Price.


(i) If, at any time or from time to
time after the date hereof, the Company shall issue any Additional Stock (as
defined in Section 9(a)(vi) below) without consideration or for
consideration per share less than the Exercise Price in effect immediately prior
to the issuance of such Additional Stock, such Exercise Price in effect
immediately prior to such issuance shall (except as otherwise provided in this
Section 9(a)) be adjusted to that price (rounded to the nearest cent) determined
by multiplying the Exercise Price then in effect by a fraction: 

(A) the numerator of which shall be
equal to the sum of (1) the number of shares of Common Stock outstanding
immediately prior to the issuance of such Additional Stock plus (2) the number
of shares of Common Stock (rounded to the nearest whole share) which the
aggregate consideration for the total number of such Additional Stock so issued
would purchase at a price per share equal to the Exercise Price then in effect,
and 

(B) the denominator of which shall be
equal to the sum of (x) the number of shares of Common Stock outstanding
immediately prior to the issuance of such Additional Stock plus (y) the number
of such Additional Stock so issued. 

(ii) No adjustment of the Exercise
Price for any Warrant Share shall be made in an amount less than one cent per
share; provided that any adjustments which are not required to be made by reason
of this sentence shall be carried forward and shall be taken into account in any
subsequent adjustment made. Except to the limited extent provided for in
Sections 9(a)(v)(C), 9(a)(v)(D) and 9(a)(v)(E) no
adjustment of such Exercise Price pursuant to this Section 9(a) shall
have the effect of increasing the Exercise Price above the Exercise Price in
effect immediately prior to such adjustment. 

(iii) In the case of the issuance of
Additional Stock for cash, the consideration shall be deemed to be the amount of
cash paid therefor before deducting any reasonable discounts, commissions or
other expenses allowed, paid or incurred by the Company for any underwriting or
otherwise in connection with the issuance and sale thereof.

(iv) In the case of the issuance of
the Additional Stock for a consideration in whole or in part other than cash,
the consideration other than cash shall be deemed to be the fair value thereof
as determined by the Board of Directors of the Company irrespective of
any accounting treatment.

(v) In the case of the issuance of
options to purchase or rights to subscribe for Common Stock, securities by their
terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for
such convertible or exchangeable securities, the following provisions shall
apply for all purposes of this Section 9(a): (A) The aggregate number of
shares of Common Stock deliverable upon exercise (assuming the satisfaction of
any conditions to exercisability, including but not limited to the passage of
time, but without taking into account potential antidilution adjustments) of
such options to purchase or rights to subscribe for Common Stock shall be deemed
to have been issued and outstanding at the time such options or rights were
issued and for a consideration equal to the consideration (determined in the
manner provided in Sections 9(a)(iii) and 9(a)(iv)), if any,
received by the Company upon the issuance of such options or rights plus the
minimum exercise price provided in such options or rights (without taking into
account potential antidilution adjustments) for the Common Stock covered
thereby.




(B) The aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in exchange (assuming
the satisfaction of any conditions to convertibility or exchangeability,
including but not limited to the passage of time, but without taking into
account potential antidilution adjustments) for any such convertible or
exchangeable securities or upon the exercise of options to purchase or rights to
subscribe for such convertible or exchangeable securities and subsequent
conversion or exchange thereof shall be deemed to have been issued and
outstanding at the time such securities were issued or such options or rights
were issued and for a consideration equal to the consideration, if any, received
by the Company for any such securities and related options or rights (excluding
any cash received or account of accrued interest or accrued dividends), plus the
minimum additional consideration, if any, to be received by the Company (without
taking into account potential antidilution adjustments) upon the conversion or
exchange of such securities or the exercise of any related options or rights
(the consideration in each case to be determined in the manner provided in
Sections 9(a)(iii) and 9(a)(iv)).

(C) In the event of any change in the
number of shares of Common Stock deliverable or in the consideration payable to
the Company upon exercise of such options or rights or upon conversion of or in
exchange for such convertible or exchangeable securities, including, but not
limited to, a change resulting from the antidilution provisions thereof, the
Exercise Price, to the extent in any way affected by or computed using such
options, rights or securities, shall be recomputed to reflect such change, but
no further adjustment shall be made for the actual issuance of Common Stock or
any payment of such consideration upon the exercise of any such options or
rights or the conversion or exchange of such securities.

(D) Upon the expiration of any such
options or rights, the termination of any such rights to convert or exchange or
the expiration of any options or rights related to such convertible or
exchangeable securities, the Exercise Price, to the extent in any way affected
by or computed using such options, rights or securities or options or rights
related to such securities, shall be recomputed to reflect the issuance of only
the number of shares of Common Stock (and convertible or exchangeable securities
which remain in effect) actually issued upon the exercise of such options or
rights, upon the conversion or exchange of such securities or upon the exercise
of the options or rights related to such securities.

(E) The number of shares of Common
Stock deemed issued and the consideration deemed paid therefor pursuant to
Sections 9(a)(v)(A) and 9(a)(v)(B) shall be appropriately adjusted to reflect any change, termination or
expiration of the type described in either Section 9(a)(v)(C) or
9(a)(v)(D).




(vi) "Additional Stock" shall
mean any shares of Common Stock issued (or deemed to have been issued pursuant
to Section 9(a)(v)) by the Company after the date hereof, other than:

(A) shares of Common Stock issued or so
deemed to have been issued upon conversion of shares of Series A Preferred
Stock; 

(B) shares of Common Stock issued or so
deemed to have been issued to officers, directors, consultants or employees of
the Company pursuant to a plan or program adopted by the Company's Board of
Directors; 

(C) shares of Common Stock (or options, warrants or other rights to
purchase such Common Stock) issued or so deemed to have been issued in
connection with acquisitions, merger transactions, consolidations or similar
business combinations;

(D) shares of Common Stock issued or so deemed to have
been issued in connection with leases, bank financings, credit agreements or
similar instruments with equipment lessors, commercial lenders, banks, or
similar financial institutions if approved by the Board of Directors; 

(E) shares of Common Stock issued or so
deemed to have been issued in connection with a strategic alliance or corporate
partnering transaction entered into by the Company; 

(F) shares of Common Stock issued or so
deemed to have been issued pursuant to options and warrants outstanding on the
date hereof; and

(G) shares
of Common Stock issued or so deemed to have been issued pursuant to a
transaction described in Section 9(b) or Section 9(c) for which
adjustments are made pursuant to such Section.

(b) Stock Dividends and Splits.
If the Company, at any time while this Warrant is outstanding, (i) pays a stock
dividend on its Common Stock or otherwise makes a distribution on any class of
capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii)
combines outstanding shares of Common Stock into a smaller number of shares,
then in each such case the Exercise Price shall be multiplied by a fraction of
which the numerator shall be the number of shares of Common Stock outstanding
immediately before such event and of which the denominator shall be the number
of shares of Common Stock outstanding immediately after such event. Any
adjustment made pursuant to clause (i) of this paragraph shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution, and any adjustment pursuant to clause
(ii) or (iii) of this paragraph shall become effective immediately after the
effective date of such subdivision or combination.

(c) Pro Rata Distributions. If
the Company, at any time while this Warrant is outstanding, distributes to all
holders of Common Stock (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by
Section 9(b)), (iii) rights or warrants to subscribe for or purchase any
security, or (iv) any other asset (in each case, "Distributed Property"),
then in each such case the Exercise Price in effect immediately prior to the
record date fixed for determination of stockholders entitled to receive such
distribution shall be adjusted (effective on such record date) to equal the
product of such Exercise Price times a fraction of which the denominator shall
be the average of the closing price of the Company’s Common Stock (as reflected
on the NYSE Amex, the Nasdaq Capital Market, the Nasdaq Global Market, the
Nasdaq Global Select Market, the New York Stock Exchange, or the OTC Bulletin
Board, as applicable (the "Listed Stock Exchange")) for the five trading
days immediately prior to (but not including) such record date and of which the
numerator shall be such average less the then fair market value of the
Distributed Property distributed in respect of one outstanding share of Common
Stock, as determined by the Company's independent certified public accountants
that regularly examine the financial statements of the Company (an
"Appraiser"). In such event, the Holder, after receipt of the
determination by the Appraiser, shall have the right to select an additional
appraiser (which shall be a nationally recognized accounting firm), in which
case such fair market value shall be deemed to equal the average of the values
determined by each of the Appraiser and such appraiser. As an alternative to the
foregoing adjustment to the Exercise Price, at the request of the Holder
delivered before the 90th day after such record date, the Company will deliver
to the Holder, within five business days after such request (or, if later, on
the effective date of such distribution), the Distributed Property that the
Holder would have been entitled to receive in respect of the Warrant Shares for
which this Warrant could have been exercised immediately prior to such record
date. If such Distributed Property is not delivered to the Holder pursuant to
the preceding sentence, then upon expiration of or any exercise of the Warrant
that occurs after such record date, the Holder shall remain entitled to receive,
in addition to the Warrant Shares otherwise issuable upon such exercise (if
applicable), such Distributed Property.




(d) Fundamental Transactions.
If, at any time while this Warrant is outstanding, (i) the Company effects any
merger or consolidation of the Company with or into another Person, (ii) the
Company effects any sale of all or substantially all of its assets in one or a
series of related transactions, (iii) any tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for
other securities, cash or property, or (iv) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property (other than as a result of a subdivision or
combination of shares of Common Stock covered by Section 9(b) above) (in
any such case, a "Fundamental Transaction"), then the Holder shall have
the right thereafter to receive, upon exercise of this Warrant, the same amount
and kind of securities, cash or property as it would have been entitled to
receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the Holder of the number of
Warrant Shares then issuable upon exercise in full of this Warrant (the
"Alternate Consideration"). The aggregate Exercise Price for this Warrant
will not be affected by any such Fundamental Transaction, but the Company shall
apportion such aggregate 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. In the event of a Fundamental
Transaction, the Company or the successor or purchasing Person, as the case may
be, shall execute with the Holder a written agreement providing that:




(x) this Warrant shall thereafter
entitle the Holder to purchase the Alternate Consideration in accordance with
this Section 9(d); 

(y) in the case of any such successor
or purchasing Person, upon such consolidation, merger, statutory exchange,
combination, sale or conveyance, such successor or purchasing Person shall be
jointly and severally liable with the Company for the performance of all of the
Company's obligations under this Warrant and the Purchase Agreement; and 

(z) if registration or qualification is
required under the Securities Exchange Act of 1934, as amended, or applicable
state law for the public resale by the Holder of shares of stock and other
securities so issuable upon exercise of this Warrant, all rights applicable to
registration of the Common Stock issuable upon exercise of this Warrant shall
apply to the Alternate Consideration.

If, in the case of any Fundamental Transaction, the Alternate
Consideration includes shares of stock, other securities, other property or
assets of a Person other than the Company or any such successor or purchasing
Person, as the case may be, in such Fundamental Transaction, then such written
agreement shall also be executed by such other Person and shall contain such
additional provisions to protect the interests of the Holder as the Board of
Directors of the Company shall reasonably consider necessary by reason of the
foregoing. At the Holder's request, 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
purchase the Alternate Consideration for the aggregate Exercise Price upon
exercise thereof. 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 Subsection (d) and
insuring that the Warrant (or any such replacement security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction.
If any Fundamental Transaction constitutes or results in a change of control,
the Company (or any such successor or surviving entity) will purchase the
Warrant from the Holder for a purchase price, payable in cash within five
Business Days after such request (or, if later, on the effective date of the
Fundamental Transaction), equal to the Black-Scholes value of the remaining
unexercised portion of this Warrant on the date of such request.

(e) Number of Warrant Shares.
Simultaneously with any adjustments to the Exercise Price pursuant to
Subsections (a), (b) or (c), the number of Warrant Shares
that may be purchased upon exercise of this Warrant shall be increased or
decreased proportionately, so that after such adjustment the aggregate Exercise
Price payable hereunder for the increased or decreased number of Warrant Shares
shall be the same as the aggregate Exercise Price in effect immediately prior to
such adjustment.

(f) Calculations. All
calculations under this Section 9 shall be made to the nearest cent or
the nearest 1/100th of a share, as applicable. The number of shares of
Common Stock outstanding at any given time shall not include shares
owned or held by or for the account of the Company, and the disposition of any
such shares shall be considered an issue or sale of Common Stock.




(g) Notice of Adjustments. Upon
the occurrence of each adjustment pursuant to this Section 9, the Company
at its expense will promptly compute such adjustment in accordance with the
terms of this Warrant and prepare a certificate setting forth such adjustment,
including a statement of the adjusted Exercise Price and adjusted number or type
of Warrant Shares or other securities issuable upon exercise of this Warrant (as
applicable), describing the transactions giving rise to such adjustments and
showing in detail the facts upon which such adjustment is based. Upon written
request, the Company will promptly deliver a copy of each such certificate to
the Holder and to the Company's transfer agent.

(h) Notice of Corporate Events.
If the Company (i) declares a dividend or any other distribution of cash,
securities or other property in respect of its Common Stock, including without
limitation any granting of rights or warrants to subscribe for or purchase any
capital stock of the Company or any Subsidiary, (ii) authorizes or approves,
enters into any agreement contemplating or solicits stockholder approval for any
Fundamental Transaction, or (iii) authorizes the voluntary dissolution,
liquidation or winding up of the affairs of the Company, then the Company shall
deliver to the Holder a notice describing the material terms and conditions of
such transaction, at least 20 calendar days prior to the applicable record or
effective date on which a Person would need to hold Common Stock in order to
participate in or vote with respect to such transaction, and the Company will
take all steps reasonably necessary in order to insure that the Holder is given
the practical opportunity to exercise this Warrant prior to such time so as to
participate in or vote with respect to such transaction; provided, however, that
the failure to deliver such notice or any defect therein shall not affect the
validity of the corporate action required to be described in such notice.

10. Payment of Exercise Price.
Provided that the Company's Common Stock is listed on a Listed Stock Exchange,
the Holder may satisfy its obligation to pay the Exercise Price through a
"cashless exercise," in which event the Company shall issue to the Holder the
number of Warrant Shares determined as follows:

X = Y [(A-B)/A]


where:


X = the number of Warrant Shares to be
issued to the Holder.

Y = the number of Warrant Shares with
respect to which this Warrant is being exercised.

A = the arithmetic average of the
closing prices for the five trading days (as reflected on such Listed Stock
Exchange) immediately prior to (but not including) the Exercise Date.

B = the Exercise Price.




For purposes of Rule 144 promulgated under the Securities Act,
it is intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction 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. 

11. Fractional Shares. The
Company shall not be required to issue or cause to be issued fractional Warrant
Shares upon the exercise of this Warrant. If any fraction of a Warrant Share
would, except for the provisions of this Section, be issuable upon exercise of
this Warrant, the number of Warrant Shares to be issued will be rounded up to
the nearest whole share.

12. Notices. Any and all notices
or other communications or deliveries hereunder (including without limitation
any Exercise Notice) shall be in writing and shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in this Section
prior to 5:00 p.m. (Los Angeles, California time) on a business day, (ii) the
next business day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in
this Section on a day that is not a business day or later than 5:00 p.m. (Los
Angeles, California time) on any business day, (iii) the business day following
the date of mailing, if sent by nationally recognized overnight courier service,
or (iv) upon actual receipt by the party to whom such notice is required to be
given. The address for such notices or communications shall be as set forth in
the Purchase Agreement.

13. Warrant Agent. The Company
shall serve as warrant agent under this Warrant. Upon 30 days' notice to the
Holder, the Company may appoint a new warrant agent. Any corporation into which
the Company or any new warrant agent may be merged or any corporation resulting
from any consolidation to which the Company or any new warrant agent shall be a
party or any corporation to which the Company or any new warrant agent transfers
substantially all of its corporate trust or stockholders services business shall
be a successor warrant agent under this Warrant without any further act. Any
such successor warrant agent shall promptly cause notice of its succession as
warrant agent to be mailed (by first class mail, postage prepaid) to the Holder
at the Holder's last address as shown on the Warrant Register.

14. Miscellaneous.

(a) Assignment; Successors;
Amendment. Subject to the restrictions on transfer set forth on the first
page hereof, this Warrant may be assigned by the Holder. This Warrant may not be
assigned by the Company except to a successor in the event of a Fundamental
Transaction. This Warrant shall be binding on and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Subject to
the preceding sentence, nothing in this Warrant shall be construed to give to
any Person other than the Company and the Holder any legal or equitable right,
remedy or cause of action under this Warrant. This Warrant may be amended only
in writing signed by the Company and the Holder or their successors and
assigns.

(b) Further Actions. The
Company will not, by amendment of its governing documents 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
action as may be necessary or appropriate in order to protect the rights of the
Holder against impairment. Without limiting the generality of the foregoing, the
Company (i) will not increase the par value of any Warrant Shares above the
amount payable therefor on such exercise, (ii) will take all such action as may
be reasonably necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares on the exercise of
this Warrant, and (iii) will not close its stockholder books or records in any
manner which interferes with the timely exercise of this Warrant.




(c) Prior to exercise of this Warrant,
the Holder hereof shall not, by reason of by being a Holder, be entitled to any
rights of a stockholder with respect to the Warrant Shares. 

(d) Governing Law; Venue; Waiver of
Jury Trial. All questions concerning the construction, validity, enforcement
and interpretation of this Warrant shall be governed by and construed and
enforced in accordance with the internal laws of the State of Nevada, without
regard to the principles of conflicts of law thereof. Each party agrees that all
legal proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Warrant (whether brought against a party
hereto or its respective Affiliates, directors, officers, stockholders,
employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of Las Vegas, Nevada. Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of Las Vegas, Nevada for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of
this Warrant), 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
improper. Each party hereto 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 via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Warrant 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. Each party hereto hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Warrant or the
transactions contemplated hereby. If either party shall commence an action or
proceeding to enforce any provisions of this Warrant, then the prevailing party
in such action or proceeding shall be reimbursed by the other party for its
reasonable attorneys fees and other reasonable costs and expenses incurred with
the investigation, preparation and prosecution of such action or proceeding.

(e) Headings. The headings
herein are for convenience only, do not constitute a part of this Warrant and
shall not be deemed to limit or affect any of the provisions hereof.

(f) Severability. In case any
one or more of the provisions of this Warrant shall be invalid or unenforceable
in any respect, the validity and enforceability of the remaining terms and
provisions of this Warrant shall not in any way be affected or impaired thereby
and the parties will attempt in good faith to agree upon a valid and enforceable
provision which shall be a commercially reasonable substitute therefor, and upon
so agreeing, shall incorporate such substitute provision in this Warrant.









[Remainder of This Page Intentionally Left Blank; Signature Page to Follow]


 



 



 






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

		NUTRASTAR INTERNATIONAL
      INC.

	 	 
	 	 
	 	By:   ____________________________________________
		Name:   Han Lianyun 
		Title:     Chief Executive
      Officer and Chairperson 
	 	 
	 	 







FORM OF EXERCISE NOTICE

(To be executed by the Holder to exercise the right to purchase
shares of Common Stock under the foregoing Warrant) 

To: Nutrastar International Inc. 

The undersigned is the Holder of Warrant No. [__] (the
"Warrant") issued by Nutrastar International Inc., a Nevada corporation
(the "Company"). Capitalized terms used herein and not otherwise defined
have the respective meanings set forth in the Warrant.

	1. 	
      The Warrant is currently exercisable to purchase a total
      of ______________Warrant Shares.

	 	 
	2. 	
      The undersigned Holder hereby exercises its right to
      purchase _________________Warrant Shares pursuant to the
Warrant.

	 	 
	3. 	
      The Holder intends that payment of the Exercise Price
      shall be made as (check one):

	 	 
		
      ____ "Cash Exercise" under Section 4(b);
  or

	 	 
		
      [____ "Cashless Exercise" under Section 10 (if
      permitted).]

	 	 
	4. 	
      If the Holder has elected a Cash Exercise, the Holder
      shall pay the sum of $___________to the Company in accordance with the
      terms of the Warrant.

	 	 
	5. 	
      Pursuant to this exercise, the Company shall deliver to
      the Holder _______________Warrant Shares in accordance with the terms of
      the Warrant.

	 	 
	6. 	
      Following this exercise, the Warrant shall be exercisable
      to purchase a total of ______________Warrant
Shares.




	Dated: ________________, 	Name of Holder: 
	 	 
	  	(Print) _______________________________
	  	  
	  	By:   ________________________________
	 	 
	  	Name:   ______________________________
	 	 
	  	Title:   
    ______________________________






FORM OF ASSIGNMENT

(To be completed and signed only upon transfer of the
Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ________________________________the right represented by the
within Warrant to purchase ____________shares of Common Stock of Nutrastar
International Inc. to which the within Warrant relates and appoints
________________attorney to transfer said right on the books of Nutrastar
International Inc. with full power of substitution in the premises.

	Dated: ________________, ____________	Name of Holder: 
	  	  
	  	  
	  	Name: __________________________________
	  	By: ____________________________________
	  	Name: __________________________________
	  	Title: ___________________________________
	  	  
	  	(Signature must conform in all respects to
  
	  	name of the Holder as specified on the face of
    
	  	the Warrant) 
	  	  
	  	Address: 
	  	  
	  	
    __________________________________________
	  	
    __________________________________________
	In the presence of: 	 
	_______________________________________