EXHIBIT
10.16





THE SECURITIES EVIDENCED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH
SECURITIES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE
STATE SECURITIES LAWS, OR THE ISSUER RECEIVES AN OPINION OF COUNSEL, IN FORMAND SUBSTANCE REASONABLY
SATISFACTORY TO THE ISSUER, TIIAT THE SECURITIES EVIDENCED HEREBY MAY BE SOLD IN
ACCORDANCE WITH AN EXEMPTION THEREUNDER.





March
20, 2009





Void
after 6:00 p.m. Eastern Time on the Expiration Date





WARRANT
TO PURCHASE SHARES





OF





PERF
GO-GREEN HOLDINGS, INC.





This Is
To Certify That, FOR VALUE RECEIVED, Star Funding, Inc., a Delaware corporation,
and its successors and assigns (collectively, “Holder”), is entitled to
purchase, subject to the provisions of this Warrant (“Warrant”) from PERF Go-Green
Holdings, Inc., a Delaware corporation (the “Company”), Eight Hundred
Thousand (800,000) fully paid, validly issued and non-assessable shares of
Common Stock, par value $0.0001per
share, of the Company (“Common
Stock”), at an exercise price of$1 .00 per share, at any time or from
time to time to time during the period (the “Exercise Period”) beginning on the
date of this Warrant, and ending 6:00 p.m. Eastern Standard Time five (5)years thereafter (the
“Expiration Date”). The number of shares of Common Stock to be received upon the
exercise of this Warrant may be adjusted from time to time as hereinafter set
forth. The shares of Common Stock that may be purchased pursuant to this
Warrant, as adjusted from time to time, are hereinafter sometimes referred to as
“Warrant Shares” and the
exercise price of the Warrant Shares in effect at any time and as adjusted from
time to time is hereinafter sometimes referred to as the “Exercise Price.”





(I)            EXERCISE
OF WARRANT. (a) Method.This Warrant may be exercised in whole or in part at any time or from
time to time during the Exercise Period on any day on which banking institutions
in the State of New York are not authorized by law to close. This Warrant may be
exercised by presentation and surrender of this Warrant to the Company at its
principal office or to the Company’s warrant agent, if any has been appointed,
with the Exercise Form annexed hereto (the “Exercise Form”) duly executed
and accompanied by payment of the Exercise Price, in cash or by certified or
bank cashier’s check, for the number of Warrant Shares specified in such form.
As soon as practicable after each such exercise of the Warrant, the Company
shall issue or cause to be issued and delivered to the Holder a certificate or
certificates for the Warrant Shares issuable upon such exercise, registered in
the name of the Holder as more particularly set forth in Section 2 hereof. The
Warrant shall be deemed to have been exercised immediately prior to the close of
business on the date of any such exercise, provided such exercise is in
accordance with the provisions set forth herein. If this Warrant should be
exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the rights of the
Holder thereof to purchase the balance of the Warrant Shares purchasable
thereunder. Upon receipt by the Company
of this Warrant at its office in proper form for exercise, the Holder shall be
deemed to be the holder of record of the Common Stock issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such Common Stock shall not
then be physically delivered to the Holder.











(b)            Cashless Exercise.Notwithstanding any provisions herein to the contrary and commencing on
the date hereof if all of the Warrant Shares are not registered for resale under
an effective registration statement under the Securities Act by the six-month
anniversary date of the issuance of this Warrant, unless the registration
statement is not effective due to any factors primarily within the control of
the Holder (such event, an “Excluded Event”), in lieu of
exercising this Warrant by payment of cash, the Holder may exercise this Warrant
by a cashless exercise and shall receive the number of shares of Common Stock
equal to an amount (as determined below) by surrender of this Warrant at the
principal office of the Company together with the properly endorsed Exercise
Form, in which event the Company shall issue to the Holder a number of shares of
Common Stock computed using the following formula:





X=Y-
(A)(Y)


B





Where
            X
      =
            the
      number of shares of Common Stock to be issued to the
    Holder.





Y
      =
            the
      number of shares of Common Stock purchasable upon exercise of all of the
      Warrant or, if only a portion of the Warrant is being exercised, the
      portion of the Warrant being
exercised.





A
=           the
Exercise Price.





B
=           the
Market Value of one Warrant Share.





(2)            RESERVATION
OF SHARES. The Company shall at all times reserve for issuance and/or delivery
upon exercise of this Warrant such number of shares of Common Stock as shall be
required for issuance and delivery upon exercise of the Warrants.





(a)            Issuance.In the event of any
exercise of this Warrant in accordance with and subject to the terms and
conditions hereof, certificates for the Warrant Shares so purchased shall be
dated the date of such exercise and delivered to the Holder hereof within a
reasonable time, not exceeding three (3) Trading Days after such exercise (the
“Delivery Date”) or, at
the request of the Holder (provided that a registration statement under the
Securities Act providing for the resale of the Warrant Shares is then in
effect), issued and delivered to the Depository Trust Company (“DTC”)account on the
Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) within a reasonable
time, not exceeding three (3) Trading Days after such exercise, and the Holder
hereof shall be deemed for all purposes to be the holder of the Warrant Shares
so purchased as of the date of such exercise. Notwithstanding the foregoing, the
Company or its transfer agent shall only be obligated to issue and deliver the
shares to the DTC on a holder’s behalf via DWAC if such exercise is in
connection with a sale and the Company and its transfer agent are participating
in DTC through the DWAC system. The Holder shall deliver this original Warrant,
or an indemnification undertaking
with respect to such Warrant in the case of its loss, theft or destruction, at
such time that this Warrant is hilly exercised. With respect to partial
exercises of this Warrant, the Company shall keep written records for the Holder
of the number of Warrant Shares exercised as of each date of
exercise.












(b)            Compensation for Buy-In.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
Delivery Date, and if after such date the Holder is required by its broker to
purchase (in an open market transaction or otherwise) 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 shares 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 shares 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 $l1,000 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, together with applicable confirmations
and other evidence reasonably requested by the Company. 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
this Warrant as required pursuant to the terms hereof.





(3)            FRACTIONAL
SHARES. No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant. If more than one Warrant shall be
exercised at one time by the Holder, the number of full shares of Common Stock
which shall be issuable upon exercise thereof shall be computed on the basis of
the aggregate number of hill shares issuable upon such exercise. No adjustment
shall be made in respect of cash dividends on Warrant Shares delivered upon
exercise of any Warrant. With respect to any fraction of a share called for upon
exercise hereof, the Company shall pay to the Holder an amount in cash equal to
such fraction multiplied by the average bid and asked prices of the Common Stock
on the last available date for which quotations are available immediately
preceding the date of exercise of this Warrant, if the bid and asked prices are
not so reported, then the current market value shall be an amount, not less than
the book value thereof as at the end of the most recent fiscal year of the
Company ending prior to the date of the exercise of the Warrant, determined in
such reasonable manner as may be prescribed by the Board of Directors of the
Company.








(4)            EXCHANGE
OR LOSS OF WARRANT. This Warrant is exchangeable, without expense, at the option
of the Holder, upon presentation and surrender hereof to the Company for other
Warrants of different denominations entitling the holder thereof to purchase in
the aggregate the same number of shares of Common Stock purchasable hereunder.
This Warrant may be divided or combined with other Warrants which carry the same
rights upon presentation hereof at the principal office of the Company with a
written notice specifying the denominations in which new Warrants are to be
issued and signed by the Holder hereof. The term “Warrant” as used herein
includes any Warrants into which this Warrant may be divided or exchanged. Upon
receipt by the Company or its warrant agent, if any, of evidence satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will execute and deliver a new Warrant of like tenor and date.





(5)            RIGHTS
OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights
of a stockholder in the Company, either at law or equity, and the rights of the
Holder are limited to those expressed in the Warrant and are not enforceable
against the Company except to the extent set forth herein and in any warrant
agreement entered into by and between the Company and a warrant agent with
respect to the Warrants. In the event the Company enters into a warrant
agreement with a warrant agent, the terms of the Warrant shall be embodied in
the warrant agreement; and the acceptance of this Warrant by the Holder shall be
deemed consent by the Holder for the Company to enter into any such warrant
agreement, upon such terms and conditions mutually agreeable between the Company
and any such warrant agent, provided such warrant agreement does not adversely
affect any of the rights of the Holder, as set forth in this
Warrant.





(6)            ANTI-DILUTION
PROVISIONS.





(a)           Stock Dividends, Splits,
Combinations, etc.In case the Company shall at any time after the date
of this Warrant (i) declare a dividend, or make a distribution, on the
outstanding Common Stock, (ii) subdivide the outstanding Common Stock, (iii)
combine the outstanding Common Stock into a smaller number of shares of Common
Stock, or (iv) issue any shares of Common Stock by reclassification (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then in each case, the number and
kind of shares of Common Stock receivable upon exercise of this Warrant, in
effect at the time of the record date for such dividend or distribution or of
the effective date of such subdivision, combination, or reclassification, shall
be proportionately increased or decreased, as the case maybe, so that the Holder
after such time shall be entitled to receive the aggregate number and kind of
shares which if such Warrant had been exercised immediately prior to such time,
it would have owned upon such exercise and been entitled to receive by virtue of
such dividend, distribution, subdivision, combination or reclassification.
Whenever the number of shares of Common Stock purchasable upon the exercise of
this Warrant is adjusted as provided in this Section 6(a), then the Exercise
Price shall also be adjusted by multiplying such Exercise Price immediately
prior to such adjustment by a fraction (A) the numerator of which shall be the
number of shares of Common Stock purchasable upon the exercise immediately prior
to such adjustment, and (B) the denominator of which shall be the number of
shares of Common Stock so purchasable immediately thereafter. Such adjustment
shall be made successively whenever any event listed above shall
occur.








(b)           Reorganization, Consolidation,
Merger, Etc.In the case of any reorganization of the Company (or any
other corporation, the securities of which are at the time receivable on the
exercise of this Warrant) or if the Company (or any other such corporation)
shall consolidate with or merge into another corporation or convey all or
substantially all of its assets to another corporation, then, and in each such
case, the Holder of this Warrant upon the exercise as provided for in Section 1
at any time after the consummation of such reorganization, consolidation, merger
or conveyance, shall be entitled to receive in lieu of the securities and
property receivable upon the exercise of this Warrant prior to such
consummation, the securities or property to which such Holder would have been
entitled upon such consummation if such Holder had exercised this Warrant
immediately prior thereto, and the terms of this Warrant shall be applicable to
the securities or property received upon the exercise of this Warrant after such
combination.





(c)            Extraordinary Dividends.In
case the Company shall distribute to all holders of Common Stock (including any
such distribution made to the stockholders of the Company in connection with a
consolidation or merger in which the Company is the continuing corporation)
evidences of its indebtedness or assets (other than dividends payable in Common
Stock), or subscription rights, options, or warrants or convertible or
exchangeable securities containing the right to subscribe for or purchase shares
of Common Stock (excluding those referred to in Section 6(b) hereof), then, in
each case, the Exercise Price shall be adjusted by multiplying the Exercise
Price in effect immediately prior to the record date for the determination of
stockholders entitled to receive such distribution by a fraction, the numerator
of which shall be the current Exercise Price per share on such record date, less
the fair market value (as determined in good faith by the Board of Directors of
the Company, whose determination shall be conclusive absent manifest error) of
the portion of the evidences of indebtedness or assets so to be distributed, or
of such subscription rights, options, or warrants or convertible or exchangeable
securities containing the right to subscribe for or purchase shares of Common
Stock, applicable to one share, and the denominator of which shall be such
current Exercise Price per share of Common Stock. Such adjustment shall be made
whenever any such distribution is made, and shall become effective on the date
of such distribution retroactive to the record date for the determination of
stockholders entitled to receive such distribution.





(d)            De Minimis Exception.No
adjustment in the Exercise Price shall be required if such adjustment is less
than $.01; provided, however, that any
adjustments which by reason of this Section 6 are not required to be made shall
be carried forward and taken into account in any subsequent adjustment. All
calculations under this Section 6 shall be made to the nearest one-thousandth of
a share.





(e)            Date of Issuance.The
provisions of this Section 6 may result in an adjustment or adjustments on a
certain date (the “Effective Date”) for holders of Common Stock as of a record
date (the “Record Date”). Such adjustments may entitle a Holder to purchase more
shares of Common Stock than would have been the case prior to the adjustments
(such additional Common Stock, the “Extra Common Stock”). If a Holder exercises
a Warrant after the Record Date but before the Effective Date and will be
entitled to Extra Common Stock, the Company may defer issuing such Extra Common
Stock until the Effective Date.





(f)           Adjustment to Number of shares of
Common Stock.Upon each adjustment of the Exercise Price as a result of
the calculations made in Section 6(c) hereof each Warrant outstanding
prior to the making of the adjustment in the Exercise Price shall thereafter
evidence the right to purchase, at the adjusted Exercise Price, that number of
shares of Common Stock (calculated to the nearest thousandth) obtained by
dividing (i) the product obtained by multiplying the number of shares of Common
Stock purchasable upon exercise of a Warrant prior to adjustment of the number
of shares of Common Stock by the Exercise Price in effect prior to adjustment of
the Exercise Price by (ii) the Exercise Price in effect after such adjustment of
the Exercise Price.










(g)            Notice of Adjustments.Whenever there shall be an adjustment as provided in this Section 6, the
Company shall promptly cause written notice thereof to be sent by overnight
courier, to the Holder, at its principal office, which notice shall be
accompanied by an officer’s certificate setting forth the number of Warrant
Shares purchasable upon the exercise of this Warrant and the Exercise Price
after such adjustment and setting forth a brief statement of the facts requiring
such adjustment and the computation thereof, which officer’s certificate shall
be conclusive evidence of the correctness of any such adjustment absent any
error.





(h)            Outstanding Options/Warrants.No adjustment in the Exercise Price shall be required in the case of the
issuance of any and all shares of Common Stock upon exercise of(i) any options,
warrants or convertible securities outstanding on or before the date hereof, or
(ii) any options, warrants or restricted stock issued or granted under the
Corporation’s 2008 Share Incentive Plan (the “Share Incentive Plan”), so long as
the total number of shares of Common Stock issued or issuable upon the exercise
of such options, warrants or convertible securities does not exceed ten (10)
million ((i) and (ii) together, the “Excluded Options”).





(i)            Adjustments at Below Par Value.The Company shall not permit the par value of the Common Stock to exceed
the then effective Exercise Price. Before taking any action which would cause an
adjustment reducing the Exercise Price below the then par value of the Common
Stock issuable upon exercise of this Warrant, the Company will take any
corporate action which may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and non-assessable
Common Stock of such the Company at such adjusted Exercise Price.





(j)            Additional Covenants.The
Company shall not by any action including, without limitation, amending the
Articles of Organization or Bylaws of the Company, or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other 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 the Holder
hereof against dilution (to the extent specifically provided herein) or
impairment. Without limiting the generality of the foregoing, the Company will
(i) not amend or modify any provision of the Articles of Organization or Bylaws
of the Company in any manner that would adversely affect the rights of the
Holders of the Warrants, (ii) take all such action as may be reasonably
necessary in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock, free and clear of any liens, claims,
encumbrances and restrictions (other than as provided herein) upon the exercise
of this Warrant, and (iii) use its best efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be reasonably necessary to enable the Company to
perform its obligations under this Warrant.








(k)           issuance of Additional Common Stock
at a Price Less than the Exercise Price.In the event the Company shall
issue any additional Common Stock (otherwise than as provided in the foregoing
subsections (a) and (b) of Section 6) at a price per share less than the
Exercise Price then in effect or without consideration (except for Common Stock
issued in connection with (A) any Excluded Options or (B) a bona fide public
offering pursuant to a firm commitment underwriting with proceeds of at least
$10,000,000), then the Exercise Price upon each such issuance shall be adjusted
to the price (rounded to the nearest cent) determined by multiplying the
Exercise Price then in effect by a fraction:





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





(ii)           the
denominator of which shall be equal to the number of shares of Common Stock
immediately after the issuance of such additional Common Stock.





(7)            INVESTMENT
REPRESENTATION. By accepting this Warrant, the Holder acknowledges that it is
being taken for its own account as principal, for investment purposes only, and
not with a view to, or for, resale, distribution or fractionalization thereof,
in whole or in part, and no other person has a direct or indirect beneficial
interest in such Warrant and such Warrant may only be transferred, subject to
compliance with the legend set forth on the first page of this Warrant
Certificate. Unless the shares of Common Stock issuable upon the exercise of
this Warrant are registered under the Securities Act of 1933, as amended (the
“Act”), the Holder, upon
exercise of this Warrant will be required to provide the Company with an
investment letter and the certificates representing such shares will contain a
legend to the effect that the Holder may not transfer, sell, pledge or
hypothecate such shares unless the registration provisions of the Act have been
complied with or the Company has received an opinion of counsel that such
registration is not required.





(8)            REGISTRATION
RIGHTS. The Warrant Shares issuable upon the exercise of this Warrant are the
subject of certain registration rights granted by the Company to the Holder as
more specifically set forth in a letter agreement of even date herewith by the
Company and Perf.-Go Green, Inc. in favor of the Holder.





(9)            [INTENTIONALLY
OMITTED].





(10)                      NOTICES.
The Company agrees to maintain a ledger of the ownership of this Warrant (the
“Ledger”). All notices
and other communications which are required or may be given under this Warrant
shall be in writing and shall be deemed to have been duly given when delivered
in person or transmitted by telecopy or three (3) days after being mailed,
postage prepaid, in the case of the Company to PERF Go-Green Holdings, Inc., 12
East 52nd Street,
4th
floor, New York, New York 10022, Attention: Chief Financial Officer, and in the
case of the Holder to the address set forth in the Ledger, or to such other
address as such party shall have specified by notice to the other party in accordance
with this Section 10. If notice is given by registered or certified first class
mail, postage prepaid, return receipt requested, the return receipt shall be
conclusive evidence of the notice having been mailed on the date set
forth.












(11)   
DEFINITIONS.





“Independent Appraiser” means a
nationally recognized or major regional investment banking firm or firm of
independent certified public accountants of recognized standing (which may be
the firm that regularly examines the financial statements of the Company) that
is regularly engaged in the business of appraising the capital stock or assets
of corporations or other entities as going concerns, and which is not affiliated
with either the Company or the Holder of any Warrant.





“Market Value” means on
anyparticular
date(a) the
last closing bid price per share of the Common Stock on such date on the OTC
Bulletin Board or another registered national stock exchange on which the Common
Stock is then listed, or if there is no such price on such date, then the
closing bid price on such exchange or quotation system on the date nearest
preceding such date, or (b) if the Common Stock is not then listed on the OTC
Bulletin Board or any registered national stock exchange, the last closing bid
price for a share of Common Stock in the over the counter market, as reported by
the OTC Bulletin Board or in the National Quotation Bureau Incorporated or
similar organization or agency succeeding to its functions of reporting prices)
at the close of business on such date, or (c) if the Common Stock is not then
reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated
(or similar organization or agency succeeding to its functions of reporting
prices), then the “Pink Sheet” quotes for the applicable Trading Days preceding
such date of determination, or (d) if the Common Stock is not then publicly
traded, the fair market value shall be the price per share of Common Stock that
the Company could obtain from a willing buyer for shares sold by the Company
from authorized but unissued shares, as such price shall be reasonably
determined in good faith by the Company’s Board of Directors. If the Holder
disagrees with the fair market value determination of the Board of Directors
within five (5) days after the Company’s receipt of the applicable Exercise Form
(the “Negotiation
Period”), the valuation shall be made by an Independent Appraiser
designated by the Company and the Holder within five (5) days after the
expiration of the Negotiation Period or, if they cannot so agree on such
Independent Appraiser, each shall select an Independent Appraiser within ten
(10) days after receipt of the notice by the Company, an Independent Appraiser
who shall designate a third Independent Appraiser within five (5) days after the
expiration of such ten (10) day period. The appraisal shall be made within ten
(10) days of such designation and shall be determinative of such value. The cost
of such appraisal shall be borne equally by the Company and the
Holder.





“OTC Bulletin Board” means the
over-the counter electronic bulletin board.





“Securities Act” means the
Securities Act of 1933, as amended, or any similar federal statute then in
effect.





“Trading Day” means (a) a day
on which the Common Stock is traded on the OTC Bulletin Board, or (b) if the
Common Stock is not traded on the OTC Bulletin Board, a day on which the Common
Stock is quoted in the over the counter market as reported by the National
Quotation Bureau
Incorporated (or any similar organization or agency succeeding its functions of
reporting prices); provided, however, that in the event that the Common Stock is
not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall
mean any day except Saturday, Sunday and any day which shall be a legal holiday
or a day on which banking institutions in the State of New York are authorized
or required by law or other government action to close.










(12)            MISCELLANEOUS.
This Warrant (including all documents referred to herein) contains the entire
agreement and supersedes all prior agreements and understandings, oral or
written, between the parties hereto with respect to the subject matter hereof.
This Warrant may not be changed orally, but only by an agreement in writing
signed by the party against whom any waiver, change, amendment, modification or
discharge is sought. This Warrant may be assigned by Holder in accordance with
the provisions of Section 7 of this Warrant. This Warrant may not be assigned by
the Company and shall be interpreted under the laws of the State of New York
without application to the principles of conflicts of laws. The Company hereby
irrevocably submits to the non-exclusive jurisdiction of all state and Federal
courts sitting in New York, New York, in connection with any suit, action or
other proceeding arising out of or relating to this Warrant or any of the
transactions contemplated hereby, and irrevocably waives any objection to venue
in any such court and any claim that any such suit, action or proceeding has
been brought in an inconvenient forum.






SIGNATURE
PAGE FOLLOWS











[Signature
Page to Warrant to Purchase Shares of Stock]







PERF
GO-GREEN HOLDINGS, INC.






By: 
/s/ Michael Caridi


Name:
Michael Caridi





[SEAL]





Dated:  March
20,
2009








Attest:













FORM OF
ASSIGNMENT








(To be
executed by the registered holder if such holder desires to transfer the
attached Warrant.)





FOR VALUE
RECEIVED, ___________ hereby sells, assigns, and transfers unto
_________________ a warrant (the “Warrant”) to purchase
______________ shares of Common Stock, $____ par value per share, of PERF
Go-Green Holdings, Inc. (the “Company”), together
with all right, title, and interest therein, and does hereby irrevocably
constitute and appoint _____________________________________ as attorney to
transfer such Warrant on the books of the Company, with full power of
substitution.











Dated:_______________




Signature: 
________________________











NOTICE








The
signature on the foregoing Assignment must correspond to the name as written
upon the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.













EXERCISE
FORM








Dated
_________,200_





The
undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing ______shares of Common Stock and hereby (i) tenders payment
herewith in the amount of $_____________or (ii) surrenders this Warrant in the
amount of________, in payment of the actual exercise price thereof, and requests
that certificates for such securities be issued in the name of, and delivered
to, and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares be registered in the name of, and delivered to, the undersigned at the
address stated below.








INSTRUCTIONS FOR
REGISTRATION OF STOCK






Name: 
_______________________________________________________________________________


(Please
type, write or print in block letters)








Address: 
_____________________________________________________________________________








Signature: 
_____________________________________________________________________________