ex41.htm


    [FORM
      OF WARRANT]

    


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

    


    MAPLE
      MOUNTAIN EXPLORATIONS INC.

    


    Warrant
      To Purchase Common Stock

    


    Warrant
      No.:                                                                                                                                          

    Number
      of
      Shares of Common Stock:_____________

    Date
      of
      Issuance: November [___], 2007 ("Issuance Date")

    


    Maple
      Mountain Explorations Inc., a Nevada corporation (the
      "Company"), hereby certifies that, for good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      [INVESTCORP INTERLACHEN MULTI-STRATEGY MASTER FUND] [OTHER BUYERS], the
      registered holder hereof or its permitted assigns (the
      "Holder"), is entitled, subject to the terms set forth below,
      to purchase from the Company, at the Exercise Price (as defined below) then
      in
      effect, upon surrender of this Warrant to Purchase Common Stock (including
      any
      Warrants to Purchase Common Stock issued in exchange, transfer or replacement
      hereof, the "Warrant"), at any time or times on or after the
      date hereof, but not after 11:59 p.m., New York time, on the Expiration Date
      (as
      defined below), ______________ (_____________)1 fully paid nonassessable
      shares of
      Common Stock (as defined below) (the "Warrant
      Shares").  Except as otherwise defined herein, capitalized
      terms in this Warrant shall have the meanings set forth in Section
      17.  This Warrant is one of the Warrants to purchase Common Stock (the
      "SPA Warrants") issued pursuant to Section 1 of that certain
      Securities Purchase Agreement, dated as of November __, 2007 (the
      "Subscription Date"), by and among the Company and the
      investors (the "Buyers") referred to therein (the
      "Securities Purchase Agreement").

     

    1.  EXERCISE
      OF WARRANT.

     

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)  Exercise
      Price.  For purposes of this Warrant, "Exercise
      Price" means $1.60, subject to adjustment as provided
      herein.

     

    (c)  Company's
      Failure to Timely Deliver Securities.  If the Company shall fail
      for any reason or for no reason to issue to the Holder within three (3) Business
      Days of receipt of the Exercise Delivery Documents, a certificate for the number
      of shares of Common Stock to which the Holder is entitled and register such
      shares of Common Stock on the Company's share register or to credit the Holder's
      balance account with DTC for such number of shares of Common Stock to which
      the
      Holder is entitled upon the Holder's exercise of this Warrant, then, in addition
      to all other remedies available to the Holder, the Company shall pay in cash
      to
      the Holder on each day after such third (3rd) Business
      Day that
      the issuance of such shares of Common Stock is not timely effected an amount
      equal to 1.5% of the product of (A) the sum of the number of shares of Common
      Stock not issued to the Holder on a timely basis and to which the Holder is
      entitled and (B) the Closing Sale Price of the shares of Common Stock on the
      Trading Day immediately preceding the last possible date which the Company
      could
      have issued such shares of Common Stock to the Holder without violating Section
      1(a).  In addition to the foregoing, if within three (3) Trading Days
      after the Company's receipt of the facsimile copy of a Exercise Notice the
      Company shall fail to issue and deliver a certificate to the Holder and register
      such shares of Common Stock on the Company's share register or credit the
      Holder's balance account with DTC for the number of shares of Common Stock
      to
      which the Holder is entitled upon the Holder's exercise hereunder, and if on
      or
      after such Trading Day the Holder purchases (in an open market transaction
      or
      otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
      Holder of shares of Common Stock issuable upon such exercise that the Holder
      anticipated receiving from the Company (a "Buy-In"), then the
      Company shall, within three (3) Business Days after the Holder's request and
      in
      the Holder's discretion, either (i) pay cash to the Holder in an amount equal
      to
      the Holder's total purchase price (including brokerage commissions, if any)
      for
      the shares of Common Stock so purchased (the "Buy-In Price"),
      at which point the Company's obligation to deliver such certificate (and to
      issue such shares of Common Stock) or credit such Holder's balance account
      with
      DTC shall terminate, or (ii) promptly honor its obligation to deliver to the
      Holder a certificate or certificates representing such shares of Common Stock
      or
      credit such Holder's balance account with DTC and pay cash to the Holder in
      an
      amount equal to the excess (if any) of the Buy-In Price over the product of
      (A)
      such number of shares of Common Stock, times (B) the Closing Bid Price on the
      date of exercise.

     

    (d)  Cashless
      Exercise.  Notwithstanding anything contained herein
      to the contrary, if at any time after the earlier of (i) the one year
      anniversary of the Issuance Date and (ii) the completion of the then shorter
      applicable holding period required by Rule 144, or any successor provision
      then
      in effect, a Registration Statement (as defined in the Registration Rights
      Agreement) covering the resale of the Warrant Shares that are the subject of
      the
      Exercise Notice pursuant to the 1933 Act (the "Unavailable Warrant
      Shares") is not available for the resale of such Unavailable Warrant
      Shares, the Holder may, in its sole discretion, exercise this Warrant in whole
      or in part and, in lieu of making the cash payment otherwise contemplated to
      be
      made to the Company upon such exercise in payment of the Aggregate Exercise
      Price, elect instead to receive upon such exercise the "Net Number" of shares
      of
      Common Stock determined according to the following formula (a "Cashless
      Exercise"):

     

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

                                                         
      B

     

    For
      purposes of the foregoing
      formula:

     

    
      	
               

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

            


    

     

    
      	
               

            	
              B=
                the Weighted Average Price of the shares of Common Stock (as reported
                by
                Bloomberg)  for the five (5) consecutive Trading Days ending on
                the date immediately preceding the date of the Exercise
                Notice.

            


      	 	 


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

            


    

     

    
      	
               

            	
               

            


    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

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

     

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

     

    (g)  Insufficient
      Authorized Shares.  If at any time while this Warrant remain
      outstanding the Company does not have a sufficient number of authorized and
      unreserved shares of Common Stock to satisfy its obligation to reserve for
      issuance upon exercise of this Warrant at least a number of shares of Common
      Stock equal to 120% (the "Required Reserve Amount") of the
      number of shares of Common Stock as shall from time to time be necessary to
      effect the exercise of all of this Warrant then outstanding (an
      "Authorized Share Failure"), then the Company shall immediately
      take all action necessary to increase the Company's authorized shares of Common
      Stock to an amount sufficient to allow the Company to reserve the Required
      Reserve Amount for this Warrant then outstanding.  Without limiting
      the generality of the foregoing sentence, as soon as practicable after the
      date
      of the occurrence of an Authorized Share Failure, but in no event later than
      sixty (60) days after the occurrence of such Authorized Share Failure, the
      Company shall hold a meeting of its stockholders for the approval of an increase
      in the number of authorized shares of Common Stock.  In connection
      with such meeting, the Company shall provide each stockholder with a proxy
      statement and shall use its best efforts to solicit its stockholders' approval
      of such increase in authorized shares of Common Stock and to cause its board
      of
      directors to recommend to the stockholders that they approve such
      proposal.

     

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

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

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

     

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

     

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

     

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

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (iv)           Calculation
      of Consideration Received.  In case any Option is issued in
      connection with the issue or sale of other securities of the Company, together
      comprising one integrated transaction in which no specific consideration is
      allocated to such Options by the parties thereto, the Options will be deemed
      to
      have been issued for a consideration of $0.01.  If any shares of
      Common Stock, Options or Convertible Securities are issued or sold or deemed
      to
      have been issued or sold for cash, the consideration received therefor will
      be
      deemed to be the net amount received by the Company therefor.  If any
      shares of Common Stock, Options or Convertible Securities are issued or sold
      for
      a consideration other than cash, the amount of such consideration received
      by
      the Company will be the fair value of such consideration, except where such
      consideration consists of securities, in which case the amount of consideration
      received by the Company will be the Closing Sale Price of such security on
      the
      date of receipt.  If any shares of Common Stock, Options or
      Convertible Securities are issued to the owners of the non-surviving entity
      in
      connection with any merger in which the Company is the surviving entity, the
      amount of consideration therefor will be deemed to be the fair value of such
      portion of the net assets and business of the non-surviving entity as is
      attributable to such shares of Common Stock, Options or Convertible Securities,
      as the case may be.  The fair value of any consideration other than
      cash or securities will be determined jointly by the Company and the Required
      Holders.  If such parties are unable to reach agreement within ten
      (10) days after the occurrence of an event requiring valuation (the
      "Valuation Event"), the fair value of such consideration will
      be determined within five (5) Business Days after the tenth (10th) day following
      the
      Valuation Event by an independent, reputable appraiser jointly selected by
      the
      Company and the Required Holders.  The determination of such appraiser
      shall be final and binding upon all parties absent manifest error and the fees
      and expenses of such appraiser shall be borne by the Company.

    


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

     

      (vi)           Voluntary
      Adjustment By Company.  The Company may at any time during the
      term of this Warrant reduce the then current Exercise Price to any amount and
      for any period of time deemed appropriate by the Board of Directors of the
      Company.

     

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

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

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

     

    3.  RIGHTS
      UPON DISTRIBUTION OF ASSETS.  If the Company shall declare or make
      any dividend or other distribution of its assets (or rights to acquire its
      assets) to holders of shares of Common Stock, by way of return of capital or
      otherwise (including, without limitation, any distribution of cash, stock or
      other securities, property or options by way of a dividend, spin off,
      reclassification, corporate rearrangement, scheme of arrangement or other
      similar transaction) (a "Distribution"), at any time after the
      issuance of this Warrant, then, in each such case:

     

    (a)  any
      Exercise Price in effect immediately prior to the close of business on the
      record date fixed for the determination of holders of shares of Common Stock
      entitled to receive the Distribution shall be reduced, effective as of the
      close
      of business on such record date, to a price determined by multiplying such
      Exercise Price by a fraction of which (i) the numerator shall be the Closing
      Bid
      Price of the shares of Common Stock on the Trading Day immediately preceding
      such record date minus the value of the Distribution (as determined in good
      faith by the Company's Board of Directors) applicable to one share of shares
      of
      Common Stock, and (ii) the denominator shall be the Closing Bid Price of the
      shares of Common Stock on the Trading Day immediately preceding such record
      date; and

     

    


    (b)  the
      number of Warrant Shares shall be increased to a number of shares equal to
      the
      number of shares of Common Stock obtainable immediately prior to the close
      of
      business on the record date fixed for the determination of holders of shares
      of
      Common Stock entitled to receive the Distribution multiplied by the reciprocal
      of the fraction set forth in the immediately preceding paragraph (a); provided
      that in the event that the Distribution is of shares of Common Stock (or common
      stock) ("Other Shares of Common Stock") of a company whose
      common shares are traded on a national securities exchange or a national
      automated quotation system, then the Holder may elect to receive a warrant
      to
      purchase Other Shares of Common Stock in lieu of an increase in the number
      of
      Warrant Shares, the terms of which shall be identical to those of this Warrant,
      except that such warrant shall be exercisable into the number of shares of
      Other
      Shares of Common Stock that would have been payable to the Holder pursuant
      to
      the Distribution had the Holder exercised this Warrant immediately prior to
      such
      record date and with an aggregate exercise price equal to the product of the
      amount by which the exercise price of this Warrant was decreased with respect
      to
      the Distribution pursuant to the terms of the immediately preceding paragraph
      (a) and the number of Warrant Shares calculated in accordance with the first
      part of this paragraph (b).

     

    4.  PURCHASE
      RIGHTS; FUNDAMENTAL TRANSACTIONS.

     

    (a)  Purchase
      Rights.  In addition to any adjustments pursuant to Section 2
      above, if at any time the Company grants, issues or sells any Options,
      Convertible Securities or rights to purchase stock, warrants, securities or
      other property pro rata to the record holders of any class of shares of Common
      Stock (the "Purchase Rights"), then the Holder will be entitled
      to acquire, upon the terms applicable to such Purchase Rights, the aggregate
      Purchase Rights which the Holder could have acquired if the Holder had held
      the
      number of shares of Common Stock acquirable upon complete exercise of this
      Warrant (without regard to any limitations on the exercise of this Warrant)
      immediately before the date on which a record is taken for the grant, issuance
      or sale of such Purchase Rights, or, if no such record is taken, the date as
      of
      which the record holders of shares of Common Stock are to be determined for
      the
      grant, issue or sale of such Purchase Rights.

     

    
      
         

      

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

     

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

     

    5.  MANDATORY
      EXERCISE.

     

    (a)  Mandatory
      Exercise.  If (i) the Closing Sale Price of the Common Stock is at
      least $4.00 (subject to adjustment for stock splits, stock dividends,
      recapitalizations, reorganizations, reclassification, combinations, reverse
      stock splits or other similar events) for each of any thirty (30) consecutive
      Trading Days occurring during the Mandatory Exercise Eligibility Period (a
      "Mandatory Exercise Measuring Period") and (ii) the Equity
      Conditions shall have been satisfied or waived in writing by the applicable
      Holder from and including the Mandatory Exercise Notice Date (as defined below)
      through and including the Mandatory Exercise Date (as defined below), the
      Company shall have the right to require the Holder to exercise as of the
      Mandatory Exercise Date all or any portion of this Warrant not exceeding the
      amount of the then applicable Eligible Warrant Shares (an
      "MandatoryExercise") at an exercise price
      equal to the then applicable Exercise Price.  The Company may exercise
      its right to require exercise of this Warrant under this Section 5(a) by
      delivering a written notice thereof by facsimile and overnight courier to all,
      but not less than all, of the holders of SPA Warrants and the Company's transfer
      agent (the "MandatoryExercise Notice" and the
      date all of the holders received such notice is referred to as the
      "Mandatory Exercise Notice Date") no later than two (2) Trading
      Days after the applicable Mandatory Exercise Measuring Period.  The
      Mandatory Exercise Notice delivered shall be irrevocable and shall state (A)
      the
      date on which the Mandatory Exercise shall occur (the
      "MandatoryExercise Date") which date shall be
      the fifteenth (15th) Trading
      Day after
      the Mandatory Exercise Notice Date, and (B) the aggregate number of Eligible
      Warrant Shares which the Company has elected to be subject to Mandatory Exercise
      by all of the holders of the SPA Warrants pursuant to this Section 5(a) (and
      analogous provisions under the other SPA Warrants) on the Mandatory Exercise
      Date.  The Company may not effect more than one (1) Mandatory Exercise
      with respect to any Eligible Warrant Shares, unless the conditions set forth
      in
      clauses (i) and (ii) of this Section 5(a) have been met with respect to each
      additional Mandatory Exercise at the time of each proposed Mandatory
      Exercise.

     

    
      
         

      

      
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    (b)  Pro
      Rata Exercise Requirement.  If the Company elects to cause a
      Mandatory Exercise pursuant to Section 5(a), then it must simultaneously take
      the same action with respect to the other SPA Warrants.  If the
      Company elects to cause a Mandatory Exercise pursuant to Section 5(a) (or
      similar provisions under the other SPA Warrants) with respect to less than
      all
      of the Eligible Warrant Shares underlying the SPA Warrants then outstanding,
      then the Company shall require exercise of the Eligible Warrant Shares from
      each
      of the holders of the SPA Warrants equal to the product of (i) the aggregate
      number of Eligible Warrant Shares which the Company has elected to cause to
      be
      exercised pursuant to Section 5(a), multiplied by (ii) a fraction, the numerator
      of which is the sum of the aggregate number of Eligible Warrant Shares
      underlying the SPA Warrants issued to such holder pursuant to the Securities
      Purchase Agreement and the denominator of which is the sum of the aggregate
      number of Eligible Warrant Shares underlying the SPA Warrants issued to all
      holders pursuant to the Securities Purchase Agreement (such fraction with
      respect to each holder is referred to as its "Exercise Allocation
      Percentage", and such amount with respect to each holder is referred to
      as its "Pro Rata Exercise Amount").  In the event
      that the initial holder of any SPA Warrants shall sell or otherwise transfer
      any
      of such holder's SPA Warrants, the transferee shall be allocated a pro rata
      portion of such holder's Exercise Allocation Percentage and Pro Rata Exercise
      Amount.

     

    (c)  Any
      right
      to exercise this Warrant shall terminate on 5:00 p.m. New York time on the
      Mandatory Exercise Date.

     

    6.  NONCIRCUMVENTION.  The
      Company hereby covenants and agrees that the Company will not, by amendment
      of
      its Articles of Incorporation, Bylaws or through any reorganization, transfer
      of
      assets, consolidation, merger, scheme of arrangement, dissolution, issue or
      sale
      of securities, or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms of this Warrant, and will at
      all
      times in good faith carry out all the provisions of this Warrant and take all
      action as may be required to protect the rights of the
      Holder.  Without limiting the generality of the foregoing, the Company
      (i) shall not increase the par value of any shares of Common Stock
      receivable upon the exercise of this Warrant above the Exercise Price then
      in
      effect, (ii) shall take all such actions as may be necessary or appropriate
      in order that the Company may validly and legally issue fully paid and
      nonassessable shares of Common Stock upon the exercise of this Warrant, and
      (iii) shall, so long as any of the SPA Warrants are outstanding, take all action
      necessary to reserve and keep available out of its authorized and unissued
      shares of Common Stock, solely for the purpose of effecting the exercise of
      the
      SPA Warrants, 120% of the number of shares of Common Stock as shall from time
      to
      time be necessary to effect the exercise of the SPA Warrants then outstanding
      (without regard to any limitations on exercise).

     

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

     

    8.  REISSUANCE
      OF WARRANTS.

     

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

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

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

     

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

     

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

     

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

     

    10.  AMENDMENT
      AND WAIVER.  Except as otherwise provided herein, the provisions
      of this Warrant may be amended and the Company may take any action herein
      prohibited, or omit to perform any act herein required to be performed by it,
      only if the Company has obtained the written consent of the Required Holders;
      provided that no such action may increase the exercise price of any SPA Warrant
      or decrease the number of shares or class of stock obtainable upon exercise
      of
      any SPA Warrant without the written consent of the Holder.  No such
      amendment shall be effective to the extent that it applies to less than all
      of
      the holders of the SPA Warrants then outstanding.

     

    11.  GOVERNING
      LAW.  This Warrant shall be governed by and construed and enforced
      in accor­dance with, and all questions concerning the construction,
      validity, interpretation and performance of this Warrant shall be governed
      by,
      the internal laws of the State of New York, without giving effect to any choice
      of law or conflict of law provision or rule (whether of the State of New York
      or
      any other jurisdictions) that would cause the application of the laws of any
      jurisdictions other than the State of New York.

     

    
      
         

      

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

     

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

     

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

     

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

     

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

     

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

     

    (a)  "Black
      Scholes Value" means the value of this Warrant based on the Black and
      Scholes Option Pricing Model obtained from the "OV" function on Bloomberg
      determined as of the day immediately following the public announcement of the
      applicable Fundamental Transaction and reflecting (i) a risk-free interest
      rate
      corresponding to the U.S. Treasury rate for a period equal to the remaining
      term
      of this Warrant as of such date of request and (ii) an expected volatility
      equal
      to the greater of 30% and the 100 day volatility obtained from the HVT function
      on Bloomberg as of the day immediately following the public announcement of
      the
      applicable Fundamental Transaction and (iii) the underlying price per share
      used
      in such calculation shall be the sum of the price per share being offered in
      cash, if any, plus the value of any non cash consideration, if any, being
      offered in the Fundamental Transaction.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    (b)  "Bloomberg"
      means Bloomberg Financial Markets.

     

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

     

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

     

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

     

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

     

    (g)  "Eligible
      Market" means the Principal Market, The American Stock Exchange, The
      New York Stock Exchange, Inc., The NASDAQ Global Market, The NASDAQ Global
      Select Market or The NASDAQ Capital Market.

     

    (h)  Eligible
      Warrant Shares" means Warrant Shares available for resale pursuant to
      an effective Registration Statement (as defined in the Registration Rights
      Agreement).

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    (i)  "Equity
      Conditions" means:  (i) on each day during the period
      beginning three (3) months prior to the applicable date of determination and
      ending on and including the applicable date of determination (the
      "Equity Conditions Measuring Period"), either (x) the
      Registration Statement filed pursuant to the Registration Rights Agreement
      shall
      be effective and available for the resale of all of the Registrable Securities
      in accordance with the terms of the Registration Rights Agreement and there
      shall not have been any Grace Periods (as defined in the Registration Rights
      Agreement) or (y) all shares of Common Stock issuable upon exercise of the
      Warrants and all Common Shares (as defined in the Securities Purchase Agreement)
      shall be eligible for sale without restriction and without the need for
      registration under any applicable federal or state securities laws; (ii) on
      each
      day during the Equity Conditions Measuring Period, the Common Stock is
      designated for quotation on an Eligible Market and shall not have been suspended
      from trading on such Eligible Market (other than suspensions of not more than
      three (3) days and occurring prior to the applicable date of determination
      due
      to business announcements by the Company) nor shall proceedings for such
      delisting or suspension by such Eligible Market have been commenced, threatened
      or pending either (A) in writing by such Eligible Market or (B) by falling
      below
      the minimum listing maintenance requirements of such Eligible Market; (iii)
      on
      each day during the Equity Conditions Measuring Period, the Company shall have
      delivered Common Stock upon exercise of the Warrants to the Holders on a timely
      basis as set forth in Section 1(a) hereof; (iv) any applicable shares of Common
      Stock to be issued in connection with the event requiring determination may
      be
      issued in full without violating Section 1(f) hereof or the rules or regulations
      of the applicable Eligible Market; (v) during the Equity Conditions Measuring
      Period, the Company shall not have failed to timely make any payments within
      five (5) Business Days of when such payment is due pursuant to any Transaction
      Document (as defined in the Securities Purchase Agreement); (vi) during the
      Equity Conditions Measuring Period, there shall not have occurred either the
      public announcement of a pending, proposed or intended Fundamental Transaction
      which has not been abandoned, terminated or consummated; (vii) the Company
      shall
      have no knowledge of any fact that would cause (x) the Registration Statements
      required pursuant to the Registration Rights Agreement not to be effective
      and
      available for the resale of at least all of the Registrable Securities in
      accordance with the terms of the Registration Rights Agreement or (y) any shares
      of Common Stock issuable upon exercise of the Warrants not to be eligible for
      sale without restriction pursuant to Rule 144(k) and any applicable state
      securities laws; (viii) the Company otherwise shall have been in compliance
      with
      each material provision, covenant, representation or warranty of any Transaction
      Document; and (ix) the average daily trading volume for the Common Stock exceeds
      150,000 shares of Common Stock during the period beginning on the first day
      of
      the Option Exercise Eligibility Period and ending on the Mandatory Exercise
      Date.

     

    (j)  "Excluded
      Securities" means (a) shares of Common Stock or options to employees,
      officers or directors of the Company pursuant to any stock or option plan duly
      adopted for such purpose by a majority of the non-employee members of the Board
      of Directors or a majority of the members of a committee of non-employee
      directors established for such purpose, and (b) securities issued pursuant
      to
      acquisitions or strategic transactions approved by a majority of the
      disinterested directors of the Company, provided that any such issuance shall
      only be to a Person which is, itself or through its subsidiaries, an operating
      company in a business synergistic with the business of the Company and in which
      the Company receives benefits in addition to the investment of funds, but shall
      not include a transaction in which the Company is issuing securities primarily
      for the purpose of raising capital or to an entity whose primary business is
      investing in securities.

     

    (k)  "Expiration
      Date" means the date sixty (60) months after the Issuance Date or, if
      such date falls on a day other than a Business Day or on which trading does
      not
      take place on the Principal Market (a "Holiday"), the next date
      that is not a Holiday.

     

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

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    (m)  "Mandatory
      Exercise Eligibility Period" means the period during which the Warrant
      Shares are eligible for resale pursuant to an effective Registration Statement
      (as defined in the Registration Rights Agreement).

     

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

     

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

     

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

     

    (q)  "Principal
      Market" means the OTC
      Bulletin Board.

     

    (r)  "Registration
      Rights Agreement" means that certain registration rights agreement by
      and among the Company and the Buyers.

     

    (s)  "Required
      Holders" means the holders of the SPA Warrants representing at least a
      majority of shares of Common Stock underlying the SPA Warrants then
      outstanding.

     

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

     

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

     

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

     

    [Signature
      Page Follows]

    

      

    

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

      1           Insert
        a number of shares equal to 50% of the number of Common Shares purchased
        under
        the Securities Purchase Agreement.

       

    


    
      
              
        

          
            	                

                                                     
              	 	 


          
      
      

                  
      
    

         

      

      
        14

        
          

        

      

      
         

      

    


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

    


    


    
      	
               

            	
              MAPLE
                MOUNTAIN EXPLORATIONS INC.

            


    

    


    


    By:                                                                           

    Name:

    Title:


    
      
              
        

          
            	                

                                      10524328.6                
              	 	 


          
      
      

                  
      
    

         

      

      
        15

        
          

        

      

      
         

      

    


     EXHIBIT
      A

    


    EXERCISE
      NOTICE

    TO
      BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

    WARRANT
      TO PURCHASE COMMON STOCK

    


    MAPLE
      MOUNTAIN EXPLORATIONS INC.

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

    


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

    


    
      	
               

            	
              ____________

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

            


    

    


    
      	
               

            	
              ____________

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

            


    

    


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

    


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

    


    Date:
      _______________ __, ______

    


    


    


       Name
      of Registered Holder

    


    


    By:           

    Name:

    Title:

    



    
      
              
        

          
            	                

                                                     
              	 	 


          
      
      

                  
      
    

         

      

      
        16

        
          

        

      

      
         

      

    


    ACKNOWLEDGMENT

    


    


    The
      Company hereby acknowledges this
      Exercise Notice and hereby directs Holladay Stock Transfer, Inc. to issue the
      above indicated number of shares of Common Stock in accordance with the Transfer
      Agent Instructions dated November [__], 2007 from the Company and acknowledged
      and agreed to Holladay Stock Transfer, Inc.

    


    MAPLE
      MOUNTAIN EXPLORATIONS
      INC.

    


    


    


    By:                                                                           

    Name:

    Title:

    


    


    



    
      
              
        

          
            	                

                                      10524328.6                
              	 	 


          
      
      

                  
      
    

         

      

      
        17