ex4-2.htm


     

    Exhibit
      4.2

     

    NEITHER
      THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES OF COMMON
      STOCK OR ANY OTHER SECURITIES, ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  SUCH
      WARRANTS HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY OTHER
      SECURITIES, ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED,
      FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND
      MAY
      NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT
      AN
      EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER
      SECURITIES, UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
      SECURITIES LAWS OR RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
      OF SUCH WARRANTS AND SUCH SHARES AND WARRANTS, OR OTHER SECURITIES, TO THE
      EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE
      SECURITIES LAWS.

    


    VOID
      AFTER 5:00 P.M. (EST TIME) ON DECEMBER 3, 2009

    


    WINSONIC
      DIGITAL MEDIA GROUP, LTD.

    WARRANT
      CERTIFICATE

    


    


    600,000                      
      Redeemable Common Stock Purchase Warrants

    


    Warrant
      Certificate No.
      WDMG-2007-0022                                                                                                                                              December
      3, 2007

    


    THIS
      IS TO CERTIFY THAT for value
      received, SURRY P. ROBERTS (“Warrantholder”) is the registered
      owner of the number of redeemable common stock purchase warrants (each, a
“Warrant”) of Winsonic Digital Media Group, Ltd., a Nevada corporation (the
“Company”), set forth above, each Warrant entitling the owner thereof to
      purchase from the Company, at a purchase price (the “Purchase Price”) of $0.50
      per share of Common Stock, par value, $0.001 per share (“Common Stock”), at any
      time on or after the date hereof (“Warrant Commencement Date”) and terminating
      at 5:00 p.m. (EST), on December 3, 2009 (the “Expiration Time”), duly
      authorized, validly issued, fully paid and non-assessable shares (each, a
“Warrant Share”) of Common Stock subject to the terms and conditions set forth
      herein.

    


    The
      number of Warrant Shares issuable upon exercise of this Warrant is 600,000
      shares which is equal to the quotient of (i) one hundred percent (100%) of
      the
      principal amount and accrued interest outstanding as of the closing of such
      Holder’s 6% Convertible Subordinated Promissory Note dated of even date
      herewith, divided by (ii) $0.50 (the “Exercise Price”).  The number of
      Warrant Shares evidenced by this Warrant Certificate (and the number and kind
      of
      securities which may be purchased upon exercise hereof) set forth above, and
      the
      Purchase Price per share set forth above, are as of the date
      hereof.  As provided herein, the Purchase Price and


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    the
      number of shares of Common Stock or other securities which may be purchased
      upon
      the exercise of this Warrant are, upon the happening of certain events, subject
      to modification and adjustment. As also provided herein, the
      Warrants are, upon the happening of certain events, subject to
      redemption.

    


    This
      Warrant Certificate, together with
      any warrant certificate(s) issued in replacement or substitution hereof (as
      provided for herein) evidencing all or part of the Warrants evidenced hereby,
      are sometimes collectively referred to herein as the “Warrant
      Certificates.”

    


    The
      rights of the registered holder of
      this Warrant Certificate shall be subject to the following further terms and
      conditions:

    


    1.           Exercise
      of Warrants.

    


    (a)           The
      Warrants may be exercised, in whole or in part, at any time and from time to
      time, during the period commencing on the Warrant Commencement Date and
      terminating at the Expiration Time by surrendering this Warrant Certificate,
      with the purchase form provided for herein duly executed by the Warrantholder
      or
      by the Warrantholder’s duly authorized attorney-in-fact, at the principal office
      of the Company, presently located at 101 Marietta Street, Suite 2600, Atlanta,
      Georgia 30303, or at such other office or agency in the United States as the
      Company may designate by notice in writing to the Warrantholder (in either
      event, the “Company Offices”), accompanied by payment in full, either in the
      form of cash, bank cashier’s check or certified check payable to the order of
      the Company, of the Purchase Price payable in respect of the Warrants being
      exercised.  The Company may accept promissory notes, services and any
      other fair consideration determined by the Board of Directors.  If
      fewer than all of the Warrants are exercised, the Company shall, upon each
      exercise prior to the Expiration Time, execute and deliver to the Warrantholder
      a new Warrant Certificate (dated as of the date hereof) evidencing the balance
      of the Warrants that remain exercisable.

    


    (b)           On
      the day immediately following the date of a valid exercise of any Warrants,
      the
      Warrantholder exercising same shall be deemed to have become the holder of
      record for all purposes of the Warrant Shares to which such valid exercise
      relates.

    


    (c)           As
      soon as practicable, but not in excess of ten days, after the exercise of all
      or
      part of the Warrants evidenced by this Warrant Certificate, the Company, at
      its
      expense (including the payment by it of any applicable issue taxes), will cause
      to be issued in the name of and delivered to the Warrantholder, or such other
      party identified in the purchase form, certificates evidencing the number of
      duly authorized, validly issued, fully paid and non-assessable Warrant Shares
      to
      which the Warrantholder, or such other party identified in the purchase
      form,  shall be entitled upon such exercise.

    


    (d)           No
      certificates for fractional Warrant Shares shall be issued upon the exercise
      of
      any of the Warrants but, in lieu thereof, the Company shall, upon exercise
      of
      all the Warrants, round up any fractional Warrant Shares to the nearest whole
      share of Common Stock.


    
      
        
        

      

      
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    2.           Issuance
      of Common Stock and Warrants and Reservation of Warrant
      Shares.  The Company covenants and
      agrees that:

    


    (a)           all
      Warrant Shares which may be issued upon the exercise of all or part of the
      Warrants will, upon issuance in accordance with the terms hereof, be validly
      issued, fully paid and non-assessable and free from all taxes, liens and charges
      with respect to the issue thereof;

    


    (b)           at
      all times prior to the Expiration Time, the Company shall keep reserved for
      issuance a sufficient number of authorized shares of Common Stock to permit
      the
      exercise in full of the Warrants evidenced by this Warrant Certificate;
      and

    


    (c)           if
      any shares of Common Stock to be reserved for the purpose of the issuance of
      Warrant Shares upon the exercise of Warrants require registration with, or
      approval of, any governmental authority under any federal or state law before
      such shares may be validly issued or delivered upon exercise, then the Company
      will promptly use its best efforts to effect such registration or obtain such
      approval, as the case may be.

    


    3.           Adjustments
      of Purchase Price, Number and Character of Warrant Shares, and Number of
      Warrants.  The Purchase Price and the
      number and kind of securities, purchasable upon the exercise of each Warrant
      shall be subject to adjustment from time to time upon the happening of the
      events enumerated in this Section 3.

    


    (a)           Stock
      Dividends, Subdivisions and Combinations.  In case the Company
      shall at any time on or after the Warrant Commencement Date and on or before
      the
      Expiration Time:

    


    (i)           pay
      a dividend in shares of Common Stock or make a distribution in shares of Common
      Stock or such other stock to holders of all its outstanding shares of Common
      Stock;

    


    (ii)           subdivide
      or reclassify the outstanding shares of Common Stock into a greater number
      of
      shares;

    


    (iii)           combine
      the outstanding shares of Common Stock into a smaller number of shares of Common
      Stock; or

    


    (iv)           issue
      by reclassification of its shares of Common Stock other securities of the
      Company (including any such reclassification in connection with a consolidation
      or merger in which the Company is the continuing corporation);

    


    then
      the
      number and kind of Warrant Shares purchasable upon exercise of each Warrant
      outstanding immediately prior thereto shall be adjusted so that the
      Warrantholder shall be


    
      
        
        

      

      
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    entitled
      to receive the kind and number of shares of Common Stock or other securities
      of
      the Company which the Warrantholder would have owned or have been entitled
      to
      receive after the happening of any of the events described above had such
      Warrant been exercised in full immediately prior to the earlier of the happening
      of such event or any record date in respect thereto.  In the event of
      any adjustment of the number of Warrant Shares purchasable upon the exercise
      of
      each then outstanding Warrant pursuant to this Paragraph 3(a), the Purchase
      Price shall be adjusted to be the amount resulting from dividing the number
      of
      shares of Common Stock (including fractional shares of Common Stock) covered
      by
      such Warrant immediately after such adjustment into the total amount payable
      upon exercise of such Warrant in full immediately prior to such
      adjustment.  An adjustment made pursuant to this Paragraph 3(a) shall
      become effective immediately after the effective date of such event retroactive
      to the record date for any such event.  Such adjustment shall be made
      successively whenever any event listed above shall occur.

    


    (b)           Extraordinary
      Dividends.  In case the Company shall at any time on or after the
      Warrant Commencement Date and on or before the Expiration Time fix a record
      date
      for the issuance of rights, options, or warrants to all holders of its
      outstanding shares of Common Stock, entitling them (for a period expiring within
      45 days after such record date) to subscribe for or purchase shares of Common
      Stock (or securities exchangeable for or convertible into shares of Common
      Stock) at a price per share of Common Stock (or having an exchange or conversion
      price per share of Common Stock, with respect to a security exchangeable for
      or
      convertible into shares of Common Stock) which is lower than the current Market
      Price per share of Common Stock (as defined in Paragraph 3(d) below) on such
      record date, then the Purchase Price shall be adjusted by multiplying the
      Purchase Price in effect immediately prior to such record date by a fraction,
      of
      which (i) the numerator shall be the number of shares of Common Stock
      outstanding on such record date plus the number of shares of Common Stock
      which the aggregate offering price of the total number of shares of Common
      Stock
      so to be offered (or the aggregate initial exchange or conversion price of
      the
      exchangeable or convertible securities so to be offered) would purchase at
      such
      current Market Price and (ii) the denominator shall be the number of shares
      of
      Common Stock outstanding on such record date plus the number of additional
      shares of Common Stock to be offered for subscription or purchase (or into
      which
      the exchangeable or convertible securities so to be offered are initially
      exchangeable or convertible).  Such adjustment shall become effective
      at the close of business on such record date; however, to the extent that shares
      of Common Stock (or securities exchangeable for or convertible into shares
      of
      Common Stock) are not delivered after the expiration of such rights, options,
      or
      warrants, the Purchase Price shall be readjusted (but only with respect to
      Warrants exercised after such expiration) to the Purchase Price which would
      then
      be in effect had the adjustments made upon the issuance of such rights, options,
      or warrants been made upon the basis of delivery of only the number of shares
      of
      Common Stock (or securities exchangeable for or convertible into shares of
      Common Stock) actually issued.  In case any subscription price may be
      paid in a consideration part or all of which shall be in a form other than
      cash,
      the value of such consideration shall be as determined in good faith by the
      Board of Directors of the Company and shall be described in a statement mailed
      to the Warrantholder.  Shares of Common Stock owned by or held for
      the


    
      
        
        

      

      
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    account
      of the Company shall not be deemed outstanding for the purpose of any such
      computation.

    


    (c)           Extraordinary
      Distributions.  In case the Company shall, at any time on or
      after the Warrant Commencement Date and on or before the Expiration Time,
      distribute to all holders of its shares of Common Stock (including any such
      distribution made in connection with a consolidation or merger in which the
      Company is the surviving corporation) evidences of its indebtedness or assets
      (excluding cash dividends and distributions payable out of consolidated net
      income or earned surplus in accordance with Nevada law and dividends or
      distributions payable in shares of stock described in Paragraph 3(a) above)
      or
      rights, options, or warrants or exchangeable or convertible securities
      containing the right to subscribe for or purchase shares of Common Stock (or
      securities exchangeable for or convertible into shares of Common Stock), then
      the Purchase Price shall be adjusted by multiplying the Purchase Price in effect
      immediately prior to the record date for such distribution by a fraction, of
      which (i) the numerator shall be the current Market Price per share of Common
      Stock (as defined in Paragraph 3(d)) 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, and described in a notice
      to
      the Warrantholders) of the portion of the evidences of indebtedness or assets
      so
      to be distributed or of such rights, options or warrants applicable to one
      share
      of Common Stock and (ii) the denominator shall be such current Market 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
      distribution retroactive to the record date for such transaction.

    


    (d)           Current
      Market Price Defined.  For the purpose of any computation under
      Paragraphs 3(b) and/or 3(c), the current Market Price per share of Common Stock
      at any date shall be deemed to be the average daily Closing Price of the shares
      of Common Stock for twenty consecutive trading days ending within fifteen days
      before the date in question.  The term “Closing Price” of the shares
      of Common Stock for a day or days shall mean (i) if the shares of Common Stock
      are listed or admitted for trading on a national securities exchange, the last
      reported sales price regular way, or, in case no such reported sale takes place
      on such day or days, the average of the reported closing bid and asked prices
      regular way, in either case on the principal national securities exchange on
      which the shares of the Common Stock are listed or admitted for trading, or
      (ii)
      if the shares of Common Stock are not listed or admitted for trading on a
      national securities exchange, (A) the last transaction price for the Common
      Stock on The Nasdaq Stock Market (“Nasdaq”) or, in the case no such reported
      transaction takes place on such day or days, the average of the reported closing
      bid and asked prices thereof quoted on Nasdaq, or (B) if the shares of Common
      Stock are not quoted on Nasdaq, the average of the closing bid and asked prices
      of the Common Stock as quoted on the Over-The-Counter Bulletin Board maintained
      by the NASD, or (C) if the shares of Common Stock are not quoted on Nasdaq
      nor
      on the Bulletin Board, the average of the closing bid and asked prices of the
      common stock in the over-the-counter market, as reported by The Pink Sheets,
      LLC, or an equivalent generally accepted reporting service, or (iii) if on
      any
      such day or days the shares of Common Stock are not listed on a national
      securities exchange nor quoted on Nasdaq, on the Bulletin Board, or
      by


    
      
        
        

      

      
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    The
      Pink
      Sheets, LLC, the fair market value of the shares of Common Stock on such day
      or
      days, as determined in good faith by the Board of Directors of the Company,
      shall be used.

    


    (e)           Capital
      Reorganizations and Other Reclassifications.  In case of any
      capital reorganization of the Company, or of any reclassification of the shares
      of Common Stock (other than a reclassification, subdivision or combination
      of
      shares of Common Stock referred to in Paragraph 3(a)), or in case of the
      consolidation of the Company with, or the merger of the Company with, or merger
      of the Company into, any other corporation (other than a reclassification of
      the
      shares of Common Stock referred to in Paragraph 3(a) or a consolidation or
      merger which does not result in any reclassification or change of the
      outstanding shares of Common Stock) or of the sale of the properties and assets
      of the Company as, or substantially as, an entirety to any other corporation
      or
      entity occurring on or after the Warrant Commencement Date and on or before
      the
      Expiration Time, each Warrant shall, after such capital reorganization,
      reclassification of shares of Common Stock, consolidation, merger, or sale,
      be
      exercisable, upon the terms and conditions specified in this Warrant
      Certificate, for the kind, amount and number of shares or other securities,
      assets, or cash to which a holder of the number of shares of Common Stock
      purchasable (at the time of such capital reorganization, reclassification of
      shares of Common Stock, consolidation, merger or sale) upon exercise of such
      Warrant would have been entitled to receive upon such capital reorganization,
      reclassification of shares of Common Stock, consolidation, merger, or sale,
      as
      otherwise provided herein; and in any such case, if necessary, the provisions
      set forth in this Paragraph 3 with respect to the rights and interests
      thereafter of the Warrantholder shall be appropriately adjusted so as to be
      applicable, as nearly equivalent as possible, to any shares or other securities,
      assets, or cash thereafter deliverable on the exercise of the
      Warrants.  The Company shall not effect any such consolidation,
      merger, or sale, unless prior to or simultaneously with the consummation thereof
      the successor corporation or entity (if other than the Company) resulting from
      such consolidation or merger or the corporation or entity purchasing such assets
      or other appropriate corporation or entity shall assume, by written instrument,
      the obligation to deliver to the Warrantholder such shares, securities, assets,
      or cash as, in accordance with the foregoing provisions, such holders may be
      entitled to purchase and the other obligations hereunder.  The
      subdivision or combination of shares of Common Stock at any time outstanding
      into a greater or lesser number of shares shall not be deemed to be a
      reclassification of the shares of Common Stock for purposes of this Paragraph
      3(e).

    


    (f)           Minimum
      Adjustment.  Except as hereinafter provided, no adjustment of the
      Purchase Price hereunder shall be made if such adjustment results in a change
      of
      the Purchase Price then in effect of less than five cents ($.05) per
      share.  Any adjustment of less than five cents ($.05) per share of any
      Purchase Price shall be carried forward and shall be made at the time of and
      together with any subsequent adjustment, which, together with adjustment or
      adjustments so carried forward, amounts to five cents ($.05) per share or
      more.  However, upon exercise of this Warrant Certificate, the Company
      shall make all necessary adjustments (to the nearest cent) not theretofore
      made
      to the Purchase Price up to and including the effective date upon which this
      Warrant Certificate is exercised.


    
      
        
        

      

      
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    (g)           Notice
      of Adjustments.  Whenever the Purchase Price shall be adjusted
      pursuant to this Paragraph 3, the Company shall promptly deliver a certificate
      signed by the President or a Vice President and by the Chief Financial Officer,
      Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
      of the Company, setting forth, in reasonable detail, the event requiring the
      adjustment, the amount of the adjustment, the method by which such adjustment
      was calculated (including a description of the basis on which the Board of
      Directors of the Company made any determination hereunder), by first class
      mail
      postage prepaid to each Warrantholder.

    


    


    (h)           Deferral
      of Issuance of Additional Shares in Certain Circumstances.  In
      any case in which this Paragraph 3 shall require that an adjustment in the
      Purchase Price be made effective as of a record date for a specified event,
      the
      Company may elect to defer until the occurrence of such event issuing to the
      holder of a Warrant exercised after such record date the shares of Common Stock,
      if any, issuable upon such exercise over and above the Warrant Shares, if any,
      issuable upon such exercise on the basis of the Purchase Price in effect prior
      to such adjustment; provided, however, that the Company shall
      deliver as soon as practicable to such holder a due bill or other appropriate
      instrument provided by the Company evidencing such holder’s right to receive
      such additional shares of Common Stock upon the occurrence of the event
      requiring such adjustment.

    


    (i)           Company
      Right to Reduce the Purchase Price.  Notwithstanding anything
      contained in this Warrant Certificate to the contrary, the Company has the
      right, exercisable in the Company’s sole discretion, at any time prior to the
      Expiration Time, and from time to time, on not less than 30 days’ prior written
      notice (each, a “Reduced Purchase Price Notice”), to reduce the Purchase Price
      as then in effect; provided that the period in which such reduced
      Purchase Price shall be in effect shall be for no less than fifteen nor more
      than 90 days and such period shall be clearly identified in the Reduced Purchase
      Price Notice.

    


    4.           Definition
      of Common Stock.  The Common Stock
      issuable upon exercise of the Warrants shall be the Common Stock as constituted
      on the date of issuance of this Warrant, except as otherwise provided in
      Paragraph 3.

    


    5.           Replacement
      of Warrant Certificates.  If this
      Warrant Certificate shall be lost, stolen, mutilated or destroyed, the Company
      shall, on such terms as to indemnity or otherwise as the Company may in its
      discretion reasonably impose, issue a new certificate of like tenor or date
      representing in the aggregate the right to subscribe for and purchase the number
      of shares of Common Stock which may be subscribed for and purchased
      hereunder.  Any such new certificate shall constitute an original
      contractual obligation of the Company, whether or not the allegedly lost,
      stolen, mutilated or destroyed Warrant Certificate shall be at any time
      enforceable by anyone.

    


    6.           Registration.  This
      Warrant Certificate, as well as all other warrant certificates representing
      Warrants shall be numbered and shall be registered in a register (the
“Warrant


    
      
        
        

      

      
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    Register”)
      maintained at the Company Offices as they are issued.  The Warrant
      Register shall list the name, address and Social Security or other Federal
      Identification Number, if any, of all Warrantholders.  The Company
      shall be entitled to treat the Warrantholder as set forth in the Warrant
      Register as the owner in fact of the Warrants as set forth therein for all
      purposes and shall not be bound to recognize any equitable or other claim to
      or
      interest in such Warrants on the part of any other person, and shall not be
      liable for any registration of transfer of Warrants that are registered or
      to be
      registered in the name of a fiduciary or the nominee of a fiduciary unless
      made
      with the actual knowledge that a fiduciary or nominee is committing a breach
      of
      trust in requesting such registration of transfer, or with such knowledge of
      such facts that its participation therein amounts to bad faith.

    


    7.           Transfer.NEITHER
      THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES OF COMMON
      STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  SUCH
      WARRANTS HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY OTHER
      SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED,
      FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND
      MAY
      NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT
      AN
      EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER
      SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
      SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH
      WARRANTS AND SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION
      IS
      NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES
      LAWS.

    


    8.           Exchange
      of Warrant Certificates.  This Warrant
      Certificate may be exchanged for another certificate or certificates entitling
      the Warrantholder thereof to purchase a like aggregate number of Warrant Shares
      as this Warrant Certificate entitles such Warrantholder to
      purchase.  A Warrantholder desiring to so exchange this Warrant
      Certificate shall make such request in writing delivered to the Company, and
      shall surrender this Warrant Certificate therewith.  Thereupon, the
      Company shall execute and deliver to the person entitled thereto a new
      certificate or certificates, as the case may be, as so requested.

    


    9.           Notices.  All
      notices and other communications hereunder shall be in writing and shall be
      deemed given when delivered in person, against written receipt therefor, or
      two
      days after being sent, by registered or certified mail, postage prepaid, return
      receipt requested, and, if to the Warrantholder, at such address as is shown
      on
      the Warrant Register or as may otherwise may have been furnished to the Company
      in writing in accordance with this Paragraph 9 by the Warrantholder and, if
      to
      the Company, at the Company Offices or such other address as the Company shall
      give notice thereof to the Warrantholder in accordance with this Paragraph
      9.


    
      
        
        

      

      
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    10.           Registration
      Rights.

    


    (a)           Defined
      Terms.  As used in this Paragraph 10, terms defined elsewhere
      herein shall have their assigned meanings and each of the following terms shall
      have the following meanings (such definitions to be applicable to both the
      plural and singular of the terms defined):

    (i)           Registerable
      Securities.  The term “Registerable Securities” shall mean any of
      the Warrant Shares or other securities issuable upon exercise of any of the
      Warrants.  For the purposes of this Paragraph 10, securities will
      cease to be Registerable Securities when (A) a registration statement under
      the
      Securities Act of 1933, as amended (the “Securities Act”), covering such
      Registerable Securities has been declared effective and (1) such Registerable
      Securities have been disposed of pursuant to such effective registration
      statement or (2) such registration statement has remained effective for 270
      consecutive days, (B) such Registerable Securities are distributed to the public
      pursuant to the Securities Act or pursuant to an exemption from the registration
      requirements of the Securities Act, including, without limitation, Rules 144
      and
      144A promulgated under the Securities Act or (C) such Registerable Securities
      have been otherwise transferred and the Company, in accordance with applicable
      law and regulations, has delivered new certificates or other evidences of
      ownership for such securities which are not subject to any stop transfer order
      or other restriction on transfer.

     

    (ii)           Rightsholders.  The
      term “Rightsholders” shall include the Warrantholder, all successors and assigns
      of the Warrantholders and all transferees of Registerable Securities where
      such
      transfer affirmatively includes the transfer and assignment of the rights of
      the
      transferor-Warrantholder under this Agreement with respect to the transferred
      Registerable Securities and such transferee agrees in writing to assume all
      of
      the transferor-Warrantholder’s agreements, obligations and liabilities under
      this

    


    (iii)           Interpretations
      of Terms.  The words “hereof,” “herein” and “hereunder” and words
      of similar import when used in this Paragraph 10 shall refer to this Paragraph
      10 as a whole and not to any particular provision of this Paragraph 10, and
      subsection, paragraph, clause, schedule and exhibit references are to this
      Paragraph 10 unless otherwise specified.

     

    
      
        (b)          Piggy-Back
          Registration.

      

    

     

    
      (i)    If,
        at any
        time on or after the Warrant Commencement Date and prior to the Expiration
        Time,
        the Company proposes to file a registration statement under the Securities
        Act
        with respect to an offering by the Company or any other party of any class
        of
        equity security similar to any Registerable Securities (other than a
        registration statement on Form S-4 or Form S-8 or any successor form or a
        registration statement filed solely in connection with a stock option or
        other
        employee benefit plan, an exchange offer, a business combination transaction
        or
        an offering of securities solely to


      
        
          
          

        

        
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      the
        existing stockholders or employees of the Company), then the Company, on
        each
        such occasion, shall give written notice (each, a “Company Piggy-Back Notice”)
        of such proposed filing to all of the Rightsholders owning Registerable
        Securities at least fifteen days before the anticipated filing date of such
        registration statement, and such Company Piggy-Back Notice also shall be
        required to offer to such Rightsholders the opportunity to register such
        aggregate number of Registerable Securities as each such Rightsholder may
        request.  Each such Rightsholder shall have the right, exercisable for
        the five days immediately following the giving of a Company Piggy-Back Notice,
        to request, by written notice (each, a “Holder Notice”) to the Company, the
        inclusion of all or any portion of the Registerable Securities of such
        Rightsholders in such registration statement.  The Company shall use
        reasonable efforts to cause the managing underwriter(s) of a proposed
        underwritten offering to permit the inclusion of the Registerable Securities
        which were the subject of all Holder Notices in such underwritten offering
        on
        the same terms and conditions as any similar securities of the Company included
        therein.  Notwithstanding anything to the contrary contained in this
        Subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten
        offering or any proposed underwritten offering delivers a written opinion
        to the
        Rightsholders of Registerable Securities which were the subject of all Holder
        Notices that the total amount and kind of securities which they, the Company
        and
        any other person intend to include in such offering is such as to materially
        and
        adversely affect the success of such offering, then the amount of securities
        to
        be offered for the accounts of such Rightsholders and persons other than
        the
        Company shall be eliminated or reduced pro rata (based on the amount of
        securities owned by such Rightsholders and other persons which carry
        registration rights) to the extent necessary to reduce the total amount of
        securities to be included in such offering to the amount recommended by such
        managing underwriter(s) in the managing underwriter’s written
        opinion.

    

    


    (ii)           Number
      of Piggy-Back Registrations; Expenses.  The obligations of the
      Company under this Paragraph 10(b) shall be unlimited with respect to each
      Rightsholder.  Subject to the provisions of Paragraph 10(d) hereof,
      the Company will pay all Registration Expenses in connection with any
      registration of Registerable Securities effected pursuant to this Paragraph
      10(b), but the Company shall not be responsible for the payment of any
      underwriter’s discount, commission or selling concession in connection
      therewith.

    


    (iii)           Withdrawal
      or Suspension of Registration Statement.  Notwithstanding anything
      contained to the contrary in this Paragraph 10(b), the Company shall have the
      absolute right, whether before or after the giving of a Company Piggy-Back
      Notice or Holder Notice, to determine not to file a registration statement
      to
      which the Rightsholders shall have the right to include their Registerable
      Securities therein pursuant to this Paragraph 10(b), to withdraw such
      registration statement or to delay or suspend pursuing the effectiveness of
      such
      registration statement.  In the event of such a determination after
      the giving of a Company Piggy-Back Notice, the Company shall give notice of
      such
      determination to all Rightsholders and, thereupon, (A) in the case of
      a


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    determination
      not to register or to withdraw such registration statement, the Company shall
      be
      relieved of its obligation under this Paragraph 10(b) to register any of the
      Registerable Securities in connection with such registration and (B) in the
      case
      of a determination to delay the registration, the Company shall be permitted
      to
      delay or suspend the registration of Registerable Securities pursuant to this
      Paragraph 10(b) for the same period as the delay in the registration of such
      other securities.  No registration effected under this Paragraph 10(b)
      shall relieve the Company of its obligation to effect any registration upon
      demand otherwise granted to a Rightsholder under any other agreement with the
      Company.

    


    (c)           Registration
      Procedures.

    


    (i)           Obligations
      of the Company.  The Company will, in connection with any
      registration pursuant to Paragraph 10(b) hereof, as expeditiously as
      possible:

     

    
      
        (A)    prepare
          and
          file with the Commission a registration statement under the Securities
          Act on
          any appropriate form chosen by the Company, in the Company’s sole discretion,
          which shall be available for the sale of all Registerable Securities in
          accordance with the intended method(s) of distribution thereof set forth
          in all
          applicable Holder Notices, and use the Company’s commercially reasonable best
          efforts to cause such registration statement to become effective as soon
          thereafter as reasonably practicable but in no event more than 100 days
          after
          receipt of such notices or requests; provided, that, at least five
          business days before filing with the Commission of such registration statement,
          the Company shall furnish to each Rightsholder whose Registerable Securities
          are
          included therein draft copies of such registration statement, including
          all
          exhibits thereto and documents incorporated by reference therein, and,
          upon the
          reasonable request of any such Rightsholder, shall continue to provide
          drafts of
          such registration statement until filed, and, after such filing, the Company
          shall, as diligently as practicable, provide to each such Rightsholders
          such
          number of copies of such registration statement, each amendment and supplement
          thereto, the prospectus included in such registration statement (including
          each
          preliminary prospectus), all exhibits thereto and documents incorporated
          by
          reference therein and such other documents as such Rightsholder may reasonably
          request in order to facilitate the disposition of the Registerable Securities
          owned by such Rightsholder and included in such registration statement;
          provided, further, the Company shall modify or amend the
          registration statement as it relates to such Rightsholder as reasonably
          requested by such Rightsholder on a timely basis, and shall reasonably
          consider
          other changes to the registration statement (but not including any exhibit
          or
          document incorporated therein by reference) reasonably requested by such
          Rightsholder on a timely basis, in light of the requirements of the Securities
          Act and any other applicable laws and regulations; and provided,
further, that the obligation of the Company to effect such registration
          and/or cause such registration statement to

      

    

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    
       

      become
        effective, may be postponed for (1) such period of time when the financial
        statements of the Company required to be included in such registration statement
        are not available (due solely to the fact that such financial statements
        have
        not been prepared in the regular course of business of the Company) or (2)
        any
        other bona fide corporate purpose, but then only for a period not to
        exceed 90 days;

    

    


    
      
        (B)    prepare
          and
          file with the Commission such amendments and post-effective amendments
          to a
          registration statement as may be necessary to keep such registration statement
          effective for up to nine months; and cause the related prospectus to be
          supplemented by any required prospectus supplement, and as so supplemented
          to be
          filed to the extent required pursuant to Rule 424 promulgated under the
          Securities Act, during such nine-month period; and otherwise comply with
          the
          provisions of the Securities Act with respect to the disposition of all
          Registerable Securities covered by such registration statement during the
          applicable period in accordance with the intended method(s) of disposition
          of
          such Registerable Securities set forth in such registration statement,
          prospectus or supplement to such prospectus;

      

    

    


    
      
        (C)    notify
          the Rightsholders whose Registerable Securities are included in such
          registration statement and the managing underwriter(s), if any, of an
          underwritten offering of any of the Registerable Securities included in
          such
          registration statement, and confirm such advice in writing, (1) when a
          prospectus or any prospectus supplement or post-effective amendment has
          been
          filed, and, with respect to a registration statement or any post-effective
          amendment, when the same has become effective, (2) of any request by the
          Commission for amendments or supplements to a registration statement or
          related
          prospectus or for additional information, (3) of the issuance by the Commission
          of any stop order suspending the effectiveness of a registration statement
          or
          the initiation of any proceedings for that purpose, (4) if at any time
          the
          representations and warranties of the Company contemplated by subclause
          (J)(1)
          of Subparagraph 10(c)(i) hereof cease to be true and correct, (5) of the
          receipt
          by the Company of any notification with respect to the suspension of the
          qualification of any of the Registerable Securities for sale in any jurisdiction
          or the initiation or threatening of any proceeding for such purpose and
          (6) of
          the happening of any event which makes any statement made in the registration
          statement, the prospectus or any document incorporated therein by reference
          untrue or which requires the making of any changes in the registration
          statement
          or prospectus so that such registration statement, prospectus or document
          incorporated by reference will not contain any untrue statement of material
          fact
          or omit to state any material fact required to be stated therein or necessary
          to
          make the statements therein not misleading;

      

    

    


    

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    
      (D)    make
        reasonable efforts to obtain the withdrawal of any order suspending the
        effectiveness of such registration statement at the earliest possible moment
        and
        to prevent the entry of such an order;

    

     

    
      
        (E)    use
          reasonable efforts to register or qualify the Registerable Securities included
          in such registration statement under such other securities or blue sky
          laws of
          such jurisdictions as any Rightsholder whose Registerable Securities are
          included in such registration statement reasonably requests in writing
          and do
          any and all other acts and things which may be necessary or advisable to
          enable
          such Rightsholder to consummate the disposition in such jurisdictions of
          such
          Registerable Securities; provided, that the Company will not be required
          to (1) qualify generally to do business in any jurisdiction where it would
          not
          otherwise be required to qualify but for this clause (E), (2) subject itself
          to
          taxation in any such jurisdiction or (3) take any action which would subject
          it
          to general service of process in any such jurisdiction;

      


      
        (F)    make
          available for inspection by each Rightsholder whose Registerable Securities
          are
          included in such registration, any underwriter(s) participating in any
          disposition pursuant to such registration statement, and any representative,
          agent or employee of or attorney or accountant retained by any such Rightsholder
          or underwriter(s) (collectively, the “Inspectors”), all financial and other
          records, pertinent corporate documents and properties of the Company
          (collectively, the “Records”) as shall be reasonably necessary to enable them to
          exercise their due diligence responsibility (or establish a due diligence
          defense), and cause the officers, directors and employees of the Company
          to
          supply all information reasonably requested by any such Inspector in connection
          with such registration statement; provided, that records which the
          Company determines, in good faith, to be confidential and which it notifies
          the
          Inspectors are confidential shall not be disclosed by the Inspectors, unless
          (1)
          the release of such Records is ordered pursuant to a subpoena or other
          order
          from a court of competent jurisdiction or (2) the disclosure of such Records
          is
          required by any applicable law or regulation or any governmental regulatory
          body
          with jurisdiction over such Rightsholder or underwriter; provided,
further, that such Rightsholder or underwriter(s) agree that such
          Rightsholder or underwriter(s) will, upon learning the disclosure of such
          Records is sought in a court of competent jurisdiction, give notice to
          the
          Company and allow the Company, at the Company’s expense, to undertake
          appropriate action to prevent disclosure of the Records deemed
          confidential;

      

    

     

    
      
        (G)    cooperate
          with
          the Rightsholder whose Registerable Securities are included in such registration
          statement and the managing underwriter(s), if any, to facilitate the timely
          preparation and delivery of certificates representing Registerable Securities
          to
          be sold thereunder, not bearing any restrictive legends, and enable such
          Registerable Securities to be in such 

      

    

    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    
 

    denominations
      and registered in such names as such Rightsholder or any managing underwriter(s)
      may reasonably request at least two business days prior to any sale of
      Registerable Securities;

     

    
      (H)    comply
        with all applicable rules and regulations of the Commission and promptly
        make
        generally available to its security holders an earnings statement covering
        a
        period of twelve months commencing, (1) in an underwritten offering, at the
        end
        of any fiscal quarter in which Registerable Securities are sold to
        underwriter(s), or (2) in a non-underwritten offering, with the first month
        of
        the Company’s first fiscal quarter beginning after the effective date of such
        registration statement, which earnings statement in each case shall satisfy
        the
        provisions of Section 11(a) of the Securities Act;

    

     

    
      
        (I)    provide
          a
          CUSIP number for all Registerable Securities not later than the effective
          date
          of the registration statement relating to the first public offering of
          Registerable Securities of the Company pursuant hereto;

      

    

     

    
      
        (J)    enter
          into such customary agreements (including an underwriting agreement in
          customary
          form) and take all such other actions reasonably requested by the Rightsholders
          holding a majority of the Registerable Securities included in such registration
          statement or the managing underwriter(s) in order to expedite and facilitate
          the
          disposition of such Registerable Securities and in such connection, whether
          or
          not an underwriting agreement is entered into and whether or not the
          registration is an underwritten registration, (1) make such representations
          and
          warranties, if any, to the holders of such Registerable Securities and
          any
          underwriter(s) with respect to the registration statement, prospectus and
          documents incorporated by reference, if any, in form, substance and scope
          as are
          customarily made by issuers to underwriter(s) in underwritten offerings
          and
          confirm the same if and when requested, (2) obtain opinions of counsel
          to the
          Company and updates thereof addressed to each such Rightsholder and the
          underwriter(s), if any, with respect to the registration statement, prospectus
          and documents incorporated by reference, if any, covering the matters
          customarily covered in opinions requested in underwritten offerings and
          such
          other matters as may be reasonably requested by such Rightsholders and
          underwriter(s), (3) obtain a “cold comfort” letter and updates thereof from the
          Company’s independent certified public accountants addressed to such
          Rightsholders and to the underwriter(s), if any, which letters shall be
          in
          customary form and cover matters of the type customarily covered in “cold
          comfort” letters by accountants in connection with underwritten offerings, and
          (4) deliver such documents and certificates as may be reasonably requested
          by
          the Rightsholders holding a majority of such Registerable Securities and
          managing underwriter(s), if any, to evidence compliance with any customary
          conditions contained in the underwriting agreement or other agreement entered
          into by the Company; each 

        
 

        
          
            
              
              

            

            
              14

              
                

              

            

            
              
              

            

          

        

        
 

        such
          action required by this clause (J) shall be done at each closing under
          such
          underwriting or similar agreement or as and to the extent required thereunder;
          and

         

      

    

    (K)    if
      requested
      by the holders of a majority of the Registerable Securities included in such
      registration statement, use its best efforts to cause all Registerable
      Securities which are included in such registration statement to be listed,
      subject to notice of issuance, by the date of the first sale of such
      Registerable Securities pursuant to such registration statement, on each
      securities exchange, if any, on which securities similar to the Registered
      Securities are listed.

    


    (ii)           Obligations
      of Rightsholders.  In connection with any registration of
      Registerable Securities of a Rightsholder pursuant to Paragraph 10(b)
      hereof:

     

    
      
        (A)    The
          Company may require that each Rightsholder whose Registerable Securities
          are
          included in such registration statement furnish to the Company such information
          regarding the distribution of such Registerable Securities and such Rightsholder
          as the Company may from time to time reasonably request in writing;
          and

      

    

     

    
      
        (B)    Each
          Rightsholder, upon receipt of any notice from the Company of the happening
          of
          any event of the kind described in subclauses (2), (3), (5) and (6) of
          Paragraph
          10(c)(i)(C), shall forthwith discontinue disposition of Registerable Securities
          pursuant to the registration statement covering such Registerable Securities
          until such Rightsholder’s receipt of the copies of the supplemented or amended
          prospectus contemplated by subclause (1) of Paragraph 10(c)(i)(C), or until
          such
          Rightsholder is advised in writing (the “Advice”) by the Company that the use of
          the applicable prospectus may be resumed, and until such Rightsholder has
          received copies of any additional or supplemental filings which are incorporated
          by reference in or to be attached to or included with such prospectus,
          and, if
          so directed by the Company, such Rightsholder will deliver to the Company
          (at
          the expense of the Company) all copies, other than permanent file copies
          then in
          the possession of such Rightsholder, of the current prospectus covering
          such
          Registerable Securities at the time of receipt of such notice; the Company
          shall
          have the right to demand that such Rightsholder or other holder verify
          its
          agreement to the provisions of this clause (B) in any Holder Notice of
          the
          Rightsholder or in a separate document executed by the Rightsholder.

         

      

    

    (d)           Registration
      Expenses.  All expenses incident to the performance of or
      compliance with this Agreement by the Company, including, without imitation,
      all
      registration and filing fees of the Commission, NASD, Inc. and other agencies,
      fees and expenses of compliance with securities or blue sky laws (including
      reasonable fees and disbursements of counsel in connection with blue sky
      qualifications of the Registerable Securities), rating agency fees, printing
      expenses, messenger and delivery expenses, internal expenses (including, without
      

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      



    limitation,
      all salaries and expenses of its officers and employees performing legal or
      accounting duties), the fees and expenses incurred in connection with the
      listing, if any, of the Registerable Securities on any securities exchange
      and
      fees and disbursements of counsel for the Company and the Company’s independent
      certified public accountants (including the expenses of any special audit or
      “cold comfort” letters required by or incidental to such performance),
      Securities Act or other liability insurance (if the Company elects to obtain
      such insurance), the fees and expenses of any special experts retained by the
      Company in connection with such registration and the fees and expenses of any
      other person retained by the Company (but not including any underwriting
      discounts or commissions attributable to the sale of Registerable Securities
      or
      other out-of-pocket expenses of the Rightsholders, or the agents who act on
      their behalf, unless reimbursement is specifically approved by the Company)
      will
      be borne by the Company.  All such expenses are herein referred to as
“Registration Expenses.”

     

    (e)           Indemnification:
      Contribution.

    


    (i)           Indemnification
      by the Company.  The Company agrees to indemnify and hold
      harmless, to the full extent permitted by law, each Rightsholder, its officers
      and directors and each person who controls such Rightsholder (within the meaning
      of the Securities Act), if any, and any agent thereof against all losses,
      claims, damages, liabilities and expenses incurred by such party pursuant to
      any
      actual or threatened suit, action, proceeding or investigation (including
      reasonable attorney’s fees and expenses of investigation) arising out of or
      based upon any untrue or alleged untrue statement of a material fact contained
      in any registration statement, prospectus or preliminary prospectus or any
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein (in the case of
      a
      prospectus, in the light of the circumstances under which they were made) not
      misleading, except insofar as the same arise out of or are based upon, any
      such
      untrue statement or omission based upon information with respect to such
      Rightsholder furnished in writing to the Company by such Rightsholder expressly
      for use therein.

    


    (ii)           Indemnification
      by Rightsholder.  In connection with any registration statement in
      which a Rightsholder is participating, each such Rightsholder will be required
      to furnish to the Company in writing such information with respect to such
      Rightsholder as the Company reasonably requests for use in connection with
      any
      such registration statement or prospectus, and each Rightsholder agrees to
      the
      extent it is such a holder of Registerable Securities included in such
      registration statement, and each other such holder of Registerable Securities
      included in such Registration Statement will be required to agree, to indemnify,
      to the full extent permitted by law, the Company, the directors and officers
      of
      the Company and each person who controls the Company (within the meaning of
      the
      Securities Act) and any agent thereof, against any losses, claims, damages,
      liabilities and expenses (including reasonable attorney’s fees and expenses of
      investigation incurred by such party pursuant to any actual or threatened suit,
      action, proceeding or investigation arising out of or based upon any untrue
      or
      alleged untrue statement of a material fact or any omission or alleged omission
      of a material fact necessary, to make the statements therein (in the case of
      a
      prospectus, in the light of the 

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      



    circumstances
      under which they are made) not misleading, to the extent,
      but only to the extent, that such untrue statement or omission is based upon
      information relating to such Rightsholder or other holder furnished in writing
      to the Company expressly for use therein.

     

    (iii)           Conduct
      of Indemnification Proceedings. Promptly after receipt by an indemnified
      party under this Paragraph 10(e) of written notice of the commencement of any
      action, proceeding, suit or investigation or threat thereof made in writing
      for
      which such indemnified party may claim indemnification or contribution pursuant
      to this Agreement, such indemnified party shall notify in writing the
      indemnifying party of such commencement or threat; but the omission so to notify
      the indemnifying party shall not relieve the indemnifying party from any
      liability which the indemnifying party may have to any indemnified party (A)
      hereunder, unless the indemnifying party is actually prejudiced thereby, or
      (B)
      otherwise than under this Paragraph 10(e).  In case any such action,
      suit or proceeding shall be brought against any indemnified party, and the
      indemnified party shall notify the indemnifying party of the commencement
      thereof, the indemnifying party shall be entitled to participate therein and
      the
      indemnifying party shall assume the defense thereof, with counsel reasonably
      satisfactory to the indemnified party, and the obligation to pay all expenses
      relating thereto.  The indemnified party shall have the right to
      employ separate counsel in any such action, suit or proceeding and to
      participate in the defense thereof, but the fees and expenses of such counsel
      shall be at the expense of such indemnified party unless (A) the indemnifying
      party has agreed to pay such fees and expenses, (B) the indemnifying party
      shall
      have failed to assume the defense of such action, suit or proceeding or to
      employ counsel reasonably satisfactory to the indemnified party therein or
      to
      pay all expenses relating thereto or (C) the named parties to any such action
      or
      proceeding (including any impleaded parties) include both the indemnified party
      and the indemnifying party and the indemnified party shall have been advised
      by
      counsel that there may be one or more legal defenses available to the
      indemnified party which are different from or additional to those available
      to
      the indemnifying party and which may result in a conflict between the
      indemnifying party and such indemnified party (in which case, if the indemnified
      party notifies the indemnifying party in writing that the indemnified party
      elects to employ separate counsel at the expense of the indemnifying party,
      the
      indemnifying party shall not have the right to assume the defense of such action
      or proceeding on behalf of the indemnified party; it being understood, however,
      that the indemnifying party shall not, in connection with any one such action,
      suit or proceeding or separate but substantially similar or related actions,
      suits or proceedings in the same jurisdiction arising out of the same general
      allegations or circumstances, be liable for the fees and expenses of more than
      one separate firm of attorneys at any time for the indemnified party, which
      firm
      shall be designated in writing by the indemnified party).

    


    (iv)           Contribution.  If
      the indemnification provided for in this Paragraph 10(e) from the indemnifying
      party is unavailable to an indemnified party hereunder in respect of any losses,
      claims, damages, liabilities or expenses referred to therein, then the


    
 

    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

     

    indemnifying
      party, in lieu of indemnifying such
      indemnified party, shall contribute to the amount paid or payable by such
      indemnified party as a result of such losses, claims, damages, liabilities
      or
      expenses (A) in such proportion as is appropriate to reflect the relative
      benefits received by the indemnifying party on the one hand and the indemnified
      party
      on
      the other or (B) if the allocation provided by clause (A) above is not permitted
      by applicable law, in such proportion as is appropriate to reflect not only
      the
      relative benefits received by the indemnifying party on the one hand and the
      indemnified party on the other but also the relative fault of the indemnifying
      party and indemnified party, as well as any other relevant equitable
      considerations.  The relative fault of such indemnifying party and the
      indemnified parties shall be determined by reference to, among other things,
      whether any action in question, including any untrue or alleged untrue statement
      of a material fact or omission or alleged omission to state a material fact,
      has
      been made by, or relates to information supplied by, such indemnifying party
      or
      indemnified parties, and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such action.  The
      amount paid or payable by a party as a result of the losses, claims, damages,
      liabilities and expenses referred to above shall be deemed to include, subject
      to the limitation set forth in Subparagraph 10(e)(v), any legal or other fees
      or
      expenses reasonably incurred by such party in connection with any investigation
      or proceeding.

    


    The
      parties hereto agree that it would
      not be just and equitable if contribution pursuant to this Subparagraph
      10(e)(iv) were determined by pro rata allocation or by any other method of
      allocation which does not take into account the equitable considerations
      referred to in clauses (A) and (B) of the immediately preceding
      paragraph.  No person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation.

    


    (v)           Limitation.  Anything
      to the contrary contained in this Paragraph 10(e) or in Paragraph 10(f)
      notwithstanding, no holder of Registerable Securities shall be liable for
      indemnification and contribution payments aggregating an amount in excess of
      the
      maximum amount received by such holder in connection with any sale of
      Registerable Securities as contemplated herein.

    


    (f)           Participation
      in Underwritten Registration.  No Rightsholder may participate in
      any underwritten registration hereunder unless such Rightsholder (i) agrees
      to
      sell such holder’s securities on the basis provided in any underwriting
      arrangements approved by the persons entitled hereunder to approve such
      arrangements and to comply with Regulation M under the Exchange Act and (ii)
      completes and executes all questionnaires, appropriate and limited powers of
      attorney, escrow agreements, indemnities, underwriting agreements and other
      documents reasonably required under the terms of such underwriting arrangement;
      provided, that all such documents shall be consistent with the provisions
      of Paragraph 10(d).

    


    11.           Redemption.  The
      Warrants are redeemable by the Company in whole, but not in part, on 

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      



    not
      less
      than ten days’ prior written notice (the “Redemption Notice”) at a redemption
      price (the “Redemption Price”) of $.001 per Warrant, at any time on or after the
      Warrant Commencement Date.  The Warrantholders will have full rights
      to exercise all Warrants subject to the Redemption Notice until 5:00 p.m.,
      Las
      Vegas time (the “Accelerated Expiration Time”), on the business day
      immediately preceding the date (the “Redemption Date”) fixed for redemption in
      the Redemption Notice.  Notwithstanding anything to the contrary
      contained in this Agreement, (a) the Company shall not redeem the Warrants
      unless there is an effective registration statement to permit the resale of
      the
      underlying Common Stock, (b) the Company shall have the option, without further
      compensation to the Warrantholder other than the payment of the Redemption
      Price
      per Warrant, to cause any or all of those Warrants (each, a “Non-Exercised
      Warrant”) which were not properly exercised on or before the Accelerated
      Expiration Time to be assigned to one or more third parties (each, a “Standby
      Purchaser”), effective immediately following the Accelerated Expiration Time,
      for the consideration equal to $.001 per Non-Exercised Warrant payable to the
      Company, and (c) each Standby Purchaser shall have the right to exercise the
      Non-Exercised Warrants so assigned to such Standby Purchaser through the tenth
      business day following the Redemption Date.

    


    12.           Automatic
      Modification of the Terms and Provisions of the Warrants in the Event of a
      Registered Offering of Securities of the
      Company.  Notwithstanding anything
      contained in this Warrant Certificate to the contrary, in the event (a “Public
      Offering”) that, at any time on or prior to the Expiration Date, the Company
      shall sell and issue warrants (each, a “Public Warrant”) pursuant to an
      effective registration statement under the Securities Act, whether such Public
      Warrants are sold separately, as a unit with other securities of the Company,
      together with other securities of the Company or otherwise, then and immediately
      upon such sale and issuance, each Warrant evidenced by this Warrant Certificate
      shall automatically be converted into a Public Warrant, on an one-for-one (1:1)
      basis, with the terms and provisions of this Warrant Certificate automatically
      being amended and modified in their entirety to the terms and conditions
      governing the Public Warrants.  In the event of a Public Offering,
      this Warrant Certificate shall be surrendered to the Company or such agent(s)
      as
      may be appointed by the Company and whose identity is given by notice to
      Warrantholder.  Upon surrender of this Warrant Certificate to the
      Company or to such agent(s) as may be appointed by the Company, the
      Warrantholder shall be entitled to a new warrant certificate evidencing the
      Public Warrants as so converted, amended and modified and this Warrant
      Certificate as so surrendered shall be canceled. Until so surrendered, this
      Warrant Certificate will be deemed from and after the Public Offering, for
      all
      corporate purposes, to represent solely the right to receive Public Warrants
      equal to the number of Warrants evidenced by this Warrant Certificate upon
      surrender of this Warrant Certificate.  Notwithstanding anything to
      the contrary in this Paragraph 12, neither the Company nor any other party
      shall
      be liable to Warrantholder or any other party for any amount properly paid
      to a
      public official pursuant to any applicable abandoned property, escheat or
      similar law.

    


    13.           Miscellaneous.  This
      Warrant Certificate and any term hereof may be changed, waived, discharged
      or
      terminated only by an instrument in writing signed by the party against which
      enforcement of such change, waiver, discharge or termination is
      sought.  This certificate is deemed to have been delivered in the
      State of Nevada and shall be construed and enforced in 


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    accordance with and governed by the laws of such
      State.  The headings in this Warrant Certificate are for purposes of
      reference only, and shall not limit or otherwise affect any of the terms
      hereof.

    
 

    14.           Expiration.  Unless
      as hereinafter provided, the right to exercise the Warrants shall expire at
      the
      Expiration Time.

     

    
      
        	 	Winsonic
                Digital Media Group, Ltd.
	 	 
	 	 
	
                 

              	
                By:

              	/s/
                Winston Johnson
	 	 	
                Winston
                  Johnson, 

              
	 	 	
                Chief
                  Executive Officer 

              


      

    

    
 

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    EXERCISE
      FORM

    


    


    


     Dated:_____________                        

    


    


    TO:  Winsonic
      Digital Media Group, Ltd.

    


    The
      undersigned hereby irrevocably
      elects to exercise the within Warrant, to the extent of purchasing
­­­­­­­­__________ shares of Common Stock, and
      hereby makes payment of ___________ in payment of the actual Purchase Price
      thereof.

    


    


    
      	
            	 	INSTRUCTIONS
              FOR REGISTRATION OF STOCK	 
	 	 	 	 
	
              Name:

            	 	 	 
	 	 	
              (Please
                type or print in block letters)

            	 
	 	 	 	 
	
              
                Taxpayer
 Identification

                
                  Number:

                

              

            	 	 	 
	 	 	 	 
	
              Address:

            	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
               Signature:

            	 	 	 
	 	 	
              
                (Signature
                  must conform in all respects to the name of the Warrantholder as
                  set forth on the face of this Warrant
                  Certificate.)

              

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 




    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
      	
               ASSIGNMENT
                FORM

            	 
	 	 
	 	 	FOR
              VALUE RECEIVED, _____________________________________	 
	 	 	                   (Please
              type or print in block letters)	 
	 	 	 	 
	hereby
              sells, assigns and transfers unto:	 
	 	 
	
              Name:

            	 	 	 
	 	 	
              (Please
                type or print in block letters)

            	 
	 	 	 	 
	
              
                Taxpayer
 Identification

                
                  Number:

                

              

            	 	 	 
	 	 	 	 
	
              Address:

            	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              this
                Warrant Certificate and the Warrants represented by this Warrant
                Certificate to the extent of ________________ Warrants and does hereby
                irrevocably constitute and appoint ___________________________
                Attorney-in-Fact, to transfer the same on the books of the Company
                with
                full power of substitution in the premises.

            	 
	 	 	 	 
	
               Dated:

            	 	___________________________________ 	 
	 	 	 	 
	
               Signature:

            	 	 	 
	 	 	
              
                (Signature
                  must conform in all respects to the name of the Warrantholder as
                  set forth on the face of this Warrant
                  Certificate.)