EXHIBIT 10.2

NEITHER  THIS  WARRANT NOR THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE
HEREOF HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
THE SALE OR  DISTRIBUTION  THEREOF.  NO SUCH SALE OR DISPOSITION MAY BE AFFECTED
WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT  RELATED  THERETO OR AN OPINION OF
COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED.

                          SUNCREST GLOBAL ENERGY CORP.

                               WARRANT TO PURCHASE

                                 _______ SHARES

                                 OF COMMON STOCK

                             (SUBJECT TO ADJUSTMENT)

                         (Void after December 20, 2012)

Investor Warrant No:                                          December 20, 2007

      This certifies that for value, [INVESTOR NAME], or registered assigns (the
"Holder"),  is entitled,  subject to the terms set forth below, at any time from
and after December 20, 2007 (the "Original Issuance Date") and before 5:00 p.m.,
Eastern Time,  on December 20, 2012 (the  "Expiration  Date"),  to purchase from
Suncrest   Global  Energy  Corp.,   a  Nevada   corporation   (the   "Company"),
____________________  (_______)  shares  (subject  to  adjustment  as  described
herein),  of common  stock,  par value  $0.001 per share,  of the  Company  (the
"Common Stock"),  upon surrender  hereof, at the principal office of the Company
referred to below,  with a duly executed  subscription form in the form attached
hereto as Exhibit A and  simultaneous  payment  therefor in lawful,  immediately
available money of the United States or otherwise as hereinafter provided, at an
initial exercise price per share of $1.00 (the "Purchase  Price").  The Purchase
Price is subject to further  adjustment as provided in Section 4 below. The term
"Common Stock" shall include,  unless the context otherwise requires,  the stock
and other  securities and property at the time  receivable  upon the exercise of
this Warrant.  The term  "Warrant," as used herein,  shall mean this Warrant and
any other Warrants  delivered in substitution  or exchange  therefor as provided
herein.

      This Warrant was issued in connection with a Securities Exchange Agreement
("Exchange  Agreement") by and among the Company,  Beacon  Enterprise  Solutions
Group,

<PAGE>

Inc., an Indiana corporation ("Beacon") and all holders of securities of Beacon,
pursuant to which the Company  acquired  all of the  outstanding  securities  of
Beacon for  securities of the Company (the  "Acquisition"),  including,  but not
limited,  to this Warrant. In the Acquisition the Company also issued to holders
of  Beacon  preferred  stock,  shares  of the  Company's  Series  A  Convertible
Preferred Stock (the "Company Preferred Stock").

      1.  Exercise.  This  Warrant may be  exercised at any time or from time to
time from and after the  Original  Issuance  Date and before 5:00 p.m.,  Eastern
Time,  on December 20, 2012,  on any business day, for the full number of shares
of Common Stock called for hereby, by surrendering it at the principal office of
the Company, at 124 N. First Street, Louisville,  Kentucky 40202 (the "Principal
Office"), with the subscription form duly executed,  together with payment in an
amount  equal to (a) the number of shares of Common Stock called for on the face
of this Warrant,  multiplied (b) by the Purchase Price.  Payment of the Purchase
Price may be made by payment in immediately available funds. This Warrant may be
exercised  for less than the full  number of shares of Common  Stock at the time
called for hereby, except that the number of shares receivable upon the exercise
of this  Warrant  as a whole,  and the sum  payable  upon the  exercise  of this
Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of
this  Warrant  in  accordance  with the  terms  hereof,  this  Warrant  shall be
surrendered,  and a new  Warrant of the same tenor and for the  purchase  of the
number of such shares not purchased  upon such  exercise  shall be issued by the
Company to Holder without any charge therefor. A Warrant shall be deemed to have
been  exercised  immediately  prior to the close of  business on the date of its
surrender for exercise as provided above, and the person entitled to receive the
shares of Common  Stock  issuable  upon such  exercise  shall be treated for all
purposes  as the holder of such  shares of record as of the close of business on
such date. Within two (2) business days after such date, the Company shall issue
and deliver to the person or persons  entitled to receive the same a certificate
or certificates for the number of full shares of Common Stock issuable upon such
exercise,  together with cash, in lieu of any fraction of a share, equal to such
fraction of the then Fair Market Value on the date of exercise of one full share
of Common Stock.

            "Fair Market Value" shall mean, as of any date: (i) if shares of the
Common Stock are listed on a national  securities  exchange,  the average of the
closing  prices as  reported  for  composite  transactions  during  the ten (10)
consecutive  trading days  preceding the trading day  immediately  prior to such
date or, if no sale occurred on a trading day, then the mean between the closing
bid and asked prices on such exchange on such trading day; (ii) if shares of the
Common  Stock  are not so listed  but are  traded on the  NASDAQ  Global  Market
("NGM"), the average of the closing prices as reported on the NGM during the ten
(10)  consecutive  trading days preceding the trading day  immediately  prior to
such date or, if no sale  occurred on a trading  day,  then the mean between the
highest bid and lowest  asked prices as of the close of business on such trading
day,  as  reported  on the NGM;  or if  applicable,  the Nasdaq  Capital  Market
("NCM"),  (iii) if not then  included  for  quotation on the NGM or the NCM, the
average of the highest reported bid and lowest reported asked prices as reported
by the OTC Bulletin Board of the National  Quotation Bureau, as the case may be;
or (iv) if the shares of the Common Stock are not then publicly traded, the fair
market price of the Common Stock as determined in good faith by the  independent
members of the Board of  Directors  of the Company and the Holders of a majority
of the then outstanding Warrants.


                                      -2-
<PAGE>

      2. Shares Fully Paid;  Payment of Taxes. All shares of Common Stock issued
upon the  exercise  of this  Warrant  shall be  validly  issued,  fully paid and
non-assessable,  and the  Company  shall pay all  taxes  and other  governmental
charges  (other than income  taxes to the holder) that may be imposed in respect
of the issue or delivery thereof.

      3. Transfer and Exchange. (a) Neither this Warrant nor the Common Stock to
be issued upon exercise hereof (the "Warrant Shares") have been registered under
the Act or any state  securities  laws ("Blue Sky Laws").  This Warrant has been
acquired for investment  purposes and not with a view to  distribution or resale
and may not be pledged, hypothecated, sold, made subject to a security interest,
or otherwise  transferred without: (i) an effective  registration  statement for
such Warrant under the Act and such applicable Blue Sky Laws; or (ii) an opinion
of counsel  reasonably  satisfactory  to the Company  that  registration  is not
required under the Act or under any applicable Blue Sky Laws.

            (b) Upon  compliance with  applicable  federal and state  securities
laws as set forth in Section 3(a),  above, this Warrant and all rights hereunder
are  transferable,  in whole or in part, on the books of the Company  maintained
for such  purpose  at its  Principal  Office by the  Holder in person or by duly
authorized  attorney,  upon surrender of this Warrant  together with a completed
and  executed  assignment  form in the form  attached  hereto as  Exhibit B, and
payment of any necessary transfer tax or other governmental  charge imposed upon
such transfer.  Upon any partial transfer, the Company will issue and deliver to
the  assignee a new Warrant with respect to the shares of Common Stock for which
it is exercisable that have been  transferred,  and will deliver to the Holder a
new  Warrant or  Warrants  with  respect  to the  shares of Common  Stock not so
transferred.  A  Warrant  may be  transferred  only by the  procedure  set forth
herein.  No transfer  shall be effective  until such transfer is recorded on the
books of the Company,  provided that such  transfer is recorded  promptly by the
Company,  and until such  transfer  on such books,  the Company  shall treat the
registered Holder hereof as the owner of the Warrant for all purposes.

            (c) This Warrant is exchangeable at the Principal  Office for two or
more  new  Warrants,  each in the form of this  Warrant,  to  purchase  the same
aggregate  number of shares of Common  Stock,  each new Warrant to represent the
right to purchase  such number of shares as the Holder  shall  designate  at the
time of such exchange, but which shall not exceed the total number of shares for
which this Warrant may be from time to time exercisable.

            (d) Transfer of the Warrant  Shares issued upon the exercise of this
Warrant  shall be  restricted  in the same  manner and to the same extent as the
Warrant,  and the  certificates  representing  such  Warrant  Shares  shall bear
substantially  the  following  legend,  until  such  Warrant  Shares  have  been
registered under the Act or may be removed as otherwise permitted under the Act:

               "THE SHARES OF COMMON  STOCK  REPRESENTED  BY THIS
               CERTIFICATE  HAVE NOT BEEN  REGISTERED  UNDER  THE
               SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
               ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE
               TRANSFERRED  UNTIL  (i) A  REGISTRATION  STATEMENT
               UNDER THE ACT OR SUCH


                                      -3-
<PAGE>

               APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
               EFFECTIVE  WITH  REGARD  THERETO,  OR  (ii) IN THE
               OPINION OF COUNSEL  SATISFACTORY  TO THE  COMPANY,
               REGISTRATION  UNDER  THE  ACT OR  SUCH  APPLICABLE
               STATE   SECURITIES   LAWS  IS  NOT   REQUIRED   IN
               CONNECTION WITH SUCH PROPOSED TRANSFER."

            (e) The Holder and the Company agree to execute such other documents
and  instruments  as  counsel  to the  Company  deems  necessary  to effect  the
compliance  of the issuance of this Warrant and any Warrant  Shares  issued upon
exercise hereof with applicable  federal and state  securities  laws,  including
compliance with applicable exemptions from the registration requirements of such
laws.

      4. Anti-Dilution Provisions.  The Purchase Price in effect at any time and
the number and kind of securities issuable upon conversion of this Warrant shall
be subject to adjustment  from time to time upon the happening of certain events
as follows:

            A. Adjustment for Stock Splits and  Combinations.  If the Company at
any time or from  time to time on or after  the date of  Warrant  issuance  (the
"Original Issuance Date") effects a subdivision of the outstanding Common Stock,
the Purchase Price then in effect  immediately  before that subdivision shall be
proportionately  decreased,  and conversely,  if the Company at any time or from
time to time on or after the Original  Issuance  Date  combines the  outstanding
shares of Common Stock into a smaller number of shares,  the Purchase Price then
in effect immediately before the combination shall be proportionately increased.
Any  adjustment  under this Section 4(A) shall become  effective at the close of
business on the date the subdivision or combination becomes effective.

            B.  Adjustment  for  Certain  Dividends  and  Distributions.  If the
Company at any time or from time to time on or after the Original  Issuance Date
makes or fixes a record date for the  determination  of holders of Common  Stock
entitled to  receive,  a dividend or other  distribution  payable in  additional
shares of Common Stock,  then and in each such event the Purchase  Price then in
effect shall be decreased as of the time of such  issuance or, in the event such
record  date is fixed,  as of the close of  business  on such  record  date,  by
multiplying the Purchase Price then in effect by a fraction (1) the numerator of
which is the total  number of shares of  Common  Stock  issued  and  outstanding
immediately  prior to the time of such issuance or the close of business on such
record date and (2) the denominator of which shall be the total number of shares
of Common Stock  issued and  outstanding  immediately  prior to the time of such
issuance  or the close of business on such record date plus the number of shares
of Common Stock issuable in payment of such dividend or distribution;  provided,
however,  that if such record date is fixed and such  dividend is not fully paid
or if such  distribution  is not  fully  made on the date  fixed  therefor,  the
Purchase  Price shall be recomputed  accordingly  as of the close of business on
such record date and thereafter the Purchase Price shall be adjusted pursuant to
this  Section  4(B) as of the  time of  actual  payment  of  such  dividends  or
distributions.

            C. Adjustments for Other Dividends and  Distributions.  In the event
the Company at any time or from time to time on or after the  Original  Issuance
Date makes, or fixes


                                      -4-
<PAGE>

a record  date for the  determination  of holders of Common  Stock  entitled  to
receive, a dividend or other  distribution  payable in securities of the Company
other than shares of Common Stock,  then and in each such event  provision shall
be made so that the Holders of Warrants shall receive upon exercise thereof,  in
addition  to the  number of shares of Common  Stock  receivable  thereupon,  the
amount of  securities  of the Company  which they would have  received had their
Warrants been exercised into Common Stock on the date of such event and had they
thereafter,  during the period from the date of such event to and  including the
conversion date, retained such securities receivable by them as aforesaid during
such  period,  subject to all other  adjustments  called for during  such period
under this Section 4 with respect to the rights of the Holders of the Warrants.

            D. Adjustment for  Reclassification,  Exchange and Substitution.  In
the  event  that at any  time or from  time  to time on or  after  the  Original
Issuance  Date,  the Common Stock  issuable upon the exercise of the Warrants is
changed into the same or a different number of shares of any class or classes of
stock, whether by recapitalization,  reclassification or otherwise (other than a
subdivision  or  combination  of shares or stock  dividend or a  reorganization,
merger,  consolidation or sale of assets, provided for elsewhere in this Section
4),  then and in any such event  each  Holder of  Warrants  shall have the right
thereafter  to exercise such Warrant to receive the kind and amount of stock and
other   securities   and  property   receivable   upon  such   recapitalization,
reclassification  or other change, by holders of the maximum number of shares of
Common Stock for which such Warrants could have been exercised immediately prior
to such  recapitalization,  reclassification  or change,  all subject to further
adjustment as provided herein.

            E. Reorganizations,  Mergers,  Consolidations or Sales of Assets. If
at any time or from time to time on or after the Original Issuance Date there is
a capital  reorganization  of the Common Stock  (other than a  recapitalization,
subdivision,  combination,  reclassification  or exchange of shares provided for
elsewhere in this Section 4) or a merger or consolidation of the Company with or
into  another  corporation,  or the  sale  of all  or  substantially  all of the
Company's  properties  and assets to any other  person,  then, as a part of such
reorganization,  merger,  consolidation or sale, provision shall be made so that
the  Holders of the  Warrants  shall  thereafter  be  entitled  to receive  upon
exercise of the  Warrants the number of shares of stock or other  securities  or
property to which a holder of the number of shares of Common  Stock  deliverable
upon conversion would have been entitled on such capital reorganization, merger,
consolidation,  or sale. In any such case,  appropriate adjustment shall be made
in the  application  of the  provisions  of this  Section 4 with  respect to the
rights  of the  Holders  of  the  Warrants  after  the  reorganization,  merger,
consolidation  or  sale  to the end  that  the  provisions  of  this  Section  4
(including  adjustment  of the  Purchase  Price then in effect and the number of
shares to be received upon exercise of the Warrants)  shall be applicable  after
that event and be as nearly equivalent as may be practicable.

            F. Sale of Shares Below Purchase Price:

            (1) If at any  time or from  time to  time  following  the  Original
Issuance  Date,  the  Company  issues  or sells,  or is  deemed  by the  express
provisions  of this  Section 4(F) to have issued or sold,  Additional  Shares of
Common  Stock  (as  hereinafter  defined),  other  than as a  dividend  or other
distribution  on any  class  of stock  and  other  than  upon a  subdivision  or
combination  of shares of Common  Stock,  in either  case as provided in Section
4(A) above, for


                                      -5-
<PAGE>

an Effective Price (as hereinafter defined) less than the then existing Purchase
Price,  then and in each such case the then  existing  Purchase  Price  shall be
reduced,  as of the opening of business on the date of such issue or sale,  to a
price equal to the Effective Price for such Additional Shares of Common Stock.

            (2) For the purpose of making any adjustment  required under Section
4(F),  the  consideration  received  by the  Company  for any  issue  or sale of
securities shall (I) to the extent it consists of cash be computed at the amount
of cash  received  by the  Company,  (II) to the extent it  consists of property
other than cash, be computed at the fair value of that property as determined in
good faith by the board of  directors  of the Company  (the  "Board"),  (III) if
Additional  Shares of  Common  Stock,  Convertible  Securities  (as  hereinafter
defined) or rights or options to  purchase  either  Additional  Shares of Common
Stock or Convertible  Securities are issued or sold together with other stock or
securities or other assets of the Company for a consideration which covers both,
be  computed  as the  portion  of the  consideration  so  received  that  may be
reasonably  determined  in good  faith  by the  Board  to be  allocable  to such
Additional Shares of Common Stock,  Convertible Securities or rights or options,
and (IV) be computed after reduction for all expenses  payable by the Company in
connection with such issue or sale.

            (3) For the purpose of the  adjustment  required under Section 4(F),
if the Company issues or sells any rights,  warrants or options for the purchase
of,  or  stock  or  other  securities  convertible  into  or  exchangeable  for,
Additional  Shares of Common Stock (such  convertible or  exchangeable  stock or
securities being hereinafter referred to as "Convertible Securities") and if the
Effective  Price of such  Additional  Shares  of  Common  Stock is less than the
Purchase Price then in effect,  then in each case the Company shall be deemed to
have issued at the time of the  issuance of such  rights,  warrants,  options or
Convertible  Securities the maximum number of Additional  Shares of Common Stock
issuable upon exercise,  conversion or exchange  thereof and to have received as
consideration  for the  issuance  of such  shares an  amount  equal to the total
amount of the consideration, if any, received by the Company for the issuance of
such rights, warrants,  options or Convertible Securities,  plus, in the case of
such rights, warrants or options, the minimum amounts of consideration,  if any,
payable to the Company upon the  exercise of such  rights,  warrants or options,
plus,  in  the  case  of  Convertible   Securities,   the  minimum   amounts  of
consideration,  if any,  payable to the Company (other than by  cancellation  of
liabilities or obligations  evidenced by such  Convertible  Securities) upon the
conversion or exchange  thereof.  No further  adjustment of the Purchase  Price,
adjusted  upon the issuance of such  rights,  warrants,  options or  Convertible
Securities,  shall be made as a result  of the  actual  issuance  of  Additional
Shares of Common Stock on the  exercise of any such rights,  warrants or options
or the conversion or exchange of any such  Convertible  Securities.  If any such
rights or options or the  conversion or exchange  privilege  represented  by any
such  Convertible  Securities  shall expire without having been  exercised,  the
Purchase Price adjusted upon the issuance of such rights,  warrants,  options or
Convertible  Securities  shall be readjusted  to the Purchase  Price which would
have  been in effect  had an  adjustment  been  made on the basis  that the only
Additional Shares of Common Stock so issued were the Additional Shares of Common
Stock, if any, actually issued or sold on the exercise of such rights, warrants,
or options or rights of conversion or exchange of such  Convertible  Securities,
and such Additional  Shares of Common Stock, if any, were issued or sold for the
consideration  actually  received by the Company  upon such  exercise,  plus the


                                      -6-
<PAGE>

consideration,  if any, actually received by the Company for the granting of all
such  rights,  warrants,  or  options,  whether  or  not  exercised,   plus  the
consideration  received  for  issuing  or  selling  the  Convertible  Securities
actually  converted  or  exchanged,  plus the  consideration,  if any,  actually
received  by  the  Company  (other  than  by   cancellation  of  liabilities  or
obligations  evidenced by such  Convertible  Securities)  on the  conversion  or
exchange of such Convertible Securities.

            (4) For the purpose of the  adjustment  required under Section 4(F),
if the Company issues or sells,  or is deemed by the express  provisions of this
Section 4 to have  issued or sold,  any rights or options  for the  purchase  of
Convertible  Securities and if the Effective  Price of the Additional  Shares of
Common Stock  underlying such  Convertible  Securities is less than the Purchase
Price then in effect, then in each such case the Company shall be deemed to have
issued at the time of the issuance of such rights or options the maximum  number
of Additional Shares of Common Stock issuable upon conversion or exchange of the
total amount of Convertible  Securities covered by such rights or options and to
have received as  consideration  for the issuance of such  Additional  Shares of
Common Stock an amount equal to the amount of consideration, if any, received by
the  Company  for the  issuance of such  rights,  warrants or options,  plus the
minimum  amounts  of  consideration,  if any,  payable to the  Company  upon the
exercise  of such  rights,  warrants  or  options,  plus the  minimum  amount of
consideration,  if any,  payable to the Company (other than by  cancellation  of
liabilities or obligations  evidenced by such  Convertible  Securities) upon the
conversion or exchange of such Convertible Securities.  No further adjustment of
the Purchase  Price,  adjusted  upon the  issuance of such  rights,  warrants or
options,  shall be made as a result of the actual  issuance  of the  Convertible
Securities  upon the  exercise of such  rights,  warrants or options or upon the
actual  issuance of  Additional  Shares of Common Stock upon the  conversion  or
exchange of such Convertible  Securities.  The provisions of paragraph (3) above
for the  readjustment  of the  Purchase  Price  upon the  expiration  of rights,
warrants  or options or the rights of  conversion  or  exchange  of  Convertible
Securities  shall apply  mutatis  mutandis to the rights,  warrants  options and
Convertible Securities referred to in this paragraph (4).

            (5)  "Additional  Shares of Common  Stock"  shall mean all shares of
Common  Stock  issued by the  Company on or after the  Original  Issuance  Date,
whether or not subsequently reacquired or retired by the Company, other than (I)
the Warrant Shares,  (II) the shares of Common Stock issuable upon conversion of
the Company Preferred Stock, (III) shares of Common Stock issuable upon exercise
of warrants,  options and Convertible  Securities outstanding as of the Original
Issuance Date (provided that the terms of such warrants, options and Convertible
Securities  are not  modified  after the  Original  Issuance  Date to adjust the
exercise  price),  (IV) shares of Common Stock issued  pursuant to any event for
which  adjustment is made to the Purchase Price under Section 4 hereof or to the
exercise price under the anti-dilution  provisions of any securities outstanding
as of the Original Issuance Date (including the Company  Preferred  Stock),  (V)
Common  Stock  issuable  upon the  conversion  of  warrants  issued to Laidlaw &
Company (UK) Ltd.  ("Laidlaw" or the "Placement  Agent") in connection  with the
Offering,  and  (VI) up to  600,000  shares  of  Common  Stock  issuable  to the
Placement  Agent and its  designees  pursuant to a warrant  issued  prior to the
Offering (the "Affiliate Warrants").  The "Effective Price" of Additional Shares
of Common Stock shall mean the quotient  determined by dividing the total number
of  Additional  Shares of Common  Stock  issued or sold,  or deemed to have been
issued  or sold by the  Company  under  this  Section  4F,  into  the  aggregate
consideration received, or deemed to have been received, by the Company for such
issue under this Section 4F, for such Additional Shares of Common Stock.


                                      -7-
<PAGE>

            (6) Other than a reduction pursuant to its applicable  anti-dilution
provisions,  any reduction in the conversion price of any Convertible  Security,
whether outstanding on the Original Issuance Date or thereafter, or the price of
any  option,  warrant  or  right to  purchase  Common  Stock or any  Convertible
Security  (whether such option,  warrant or right is outstanding on the Original
Issuance  Date or  thereafter),  to an  Effective  Price  less than the  current
Purchase Price,  shall be deemed to be an issuance of such Convertible  Security
and all such  options,  warrants  or rights  at such  Effective  Price,  and the
provisions  of  Sections  4(F)(3),  (4)  and (5)  shall  apply  thereto  mutatis
mutandis.

            (7) Any time an adjustment is made to the Purchase Price pursuant to
Section 4(F), a corresponding  proportionate  change shall be made to the number
of shares of Common Stock issuable upon conversion of this Warrant.

            G. No  Adjustments  in Certain  Circumstances.  No adjustment in the
Purchase  Price  shall be  required  unless  such  adjustment  would  require an
increase  or decrease  of at least one  ($0.01)  cent in such  price;  provided,
however,  that any  adjustments  which by  reason of this  Section  4(G) are not
required  to be made shall be  carried  forward  and taken  into  account in any
subsequent adjustment required to be made hereunder. All calculations under this
Section 4(G) shall be made to the nearest  cent or to the nearest  one-hundredth
of a share, as the case may be.

      5. Notices of Record Date. In case:

            A. the  Company  shall  take a record of the  holders  of its Common
Stock (or other stock or securities at the time  receivable upon the exercise of
the Warrants) for the purpose of entitling them to receive any dividend or other
distribution,  or any right to subscribe  for or purchase any shares of stock of
any class or any other securities, or to receive any other right, or

            B.   of   any   capital   reorganization   of   the   Company,   any
reclassification  of the capital  stock of the  Company,  any  consolidation  or
merger of the Company with or into another corporation, or any conveyance of all
or substantially all of the assets of the Company to another corporation, or

            C. of any voluntary  dissolution,  liquidation  or winding-up of the
Company;  then,  and in each such  case,  the  Company  will mail or cause to be
mailed to each holder of a Warrant at the time outstanding a notice  specifying,
as the case  may be,  (a) the  date on  which a  record  is to be taken  for the
purpose of such  dividend,  distribution  or right,  and  stating the amount and
character of such dividend, distribution or right, or (b) the date on which such
reorganization,    reclassification,    consolidation,    merger,    conveyance,
dissolution,  liquidation or winding-up is expected to take place, and the time,
if any is to be fixed,  as of which the  holders  of record of Common  Stock (or
such  stock or  securities  at the time  receivable  upon  the  exercise  of the
Warrants)  shall be entitled to exchange  their  shares of Common Stock (or such
other stock or securities)  for securities or other  property  deliverable  upon
such  reorganization,   reclassification,   consolidation,  merger,  conveyance,
dissolution, liquidation or winding-up, such notice shall be mailed at least ten
(10) days prior to the date therein specified.

      6.  Loss  or   Mutilation.   Upon  receipt  by  the  Company  of  evidence
satisfactory  to it (in the exercise of reasonable  discretion) of the ownership
of and the loss, theft, destruction or


                                      -8-
<PAGE>

mutilation  of any Warrant and (in the case of loss,  theft or  destruction)  of
indemnity satisfactory to it (in the exercise of reasonable discretion), and (in
the case of mutilation)  upon surrender and  cancellation  thereof,  the Company
will execute and deliver in lieu thereof a new Warrant of like tenor.

      7. Reservation of Common Stock. The Company shall at all times reserve and
keep  available  for issue upon the  exercise  of  Warrants  such  number of its
authorized  but unissued  shares of Common Stock as will be sufficient to permit
the exercise in full of all outstanding  Warrants.  All of the shares of Commons
Stock issuable upon the exercise of the rights represented by this Warrant will,
upon  issuance and receipt of the  Purchase  Price  therefor,  be fully paid and
nonassessable,  and free from all preemptive rights,  rights of first refusal or
first offer,  taxes,  liens and charges of whatever nature,  with respect to the
issuance thereof.

      8. Registration  Rights Agreement.  The Holder of this Warrant is entitled
to have the Warrant Shares  registered for resale under the Act, pursuant to and
in accordance with the Registration Rights Agreement dated as of the date hereof
by and  between the Company  and  Laidlaw & Company  (UK) Ltd.  (the  "Placement
Agent"), all other holders of Warrants and the Company.

      9. No Rights as Stockholder  Conferred by Warrants.  The Warrant shall not
entitle the Holder hereof to any of the rights, either at law or in equity, of a
stockholder of the Company.  The Holder shall, upon the exercise thereof, not be
entitled to any dividend that may have accrued or which may previously have been
paid with respect to shares of stock  issuable upon the exercise of the Warrant,
except as may otherwise be provided in Section 4 hereof.

      10. Notices.  All notices and other communications from the Company to the
Holder of this Warrant  shall be mailed by first class,  registered or certified
mail, postage prepaid,  and/or a nationally recognized overnight courier service
to the address furnished to the Company in writing by the Holder.

      11.  Change;  Modifications;  Waiver.  No  terms  of this  Warrant  may be
amended, waived or modified except by the express written consent of the Company
and the  holders  of not less than  50.1% of the  shares of  Common  Stock  then
issuable under outstanding Warrants issued in connection with the Financing.

      12. Endorsement of Warrants. The Warrant when presented or surrendered for
exchange,  transfer or registration  shall be accompanied (if so required by the
Company) by an assignment in the form attached hereto as Exhibit B or such other
written  instrument  of transfer,  in form  satisfactory  to the  Company,  duly
executed by the registered Holder or by his duly authorized attorney.

      13.  Agreement  of Warrant  Holders.  The  Holder,  and to the extent that
portions  of this  Warrant  are  assigned  and there is more than one  Holder of
warrants  exercisable  for the Warrant  Shares,  every  holder of a Warrant,  by
accepting  the same,  consents  and agrees  with the  Company and with all other
Warrant  holders that:  (a) the Warrants are  transferable  only as permitted by
Section 3 above; (b) the Warrants are transferable only on the registry books of
the  Company  as herein  provided;  and (c) the  Company  may deem and treat the
person in whose name the Warrant


                                      -9-
<PAGE>

certificate  is  registered  as the absolute  owner  thereof and of the Warrants
evidenced  thereby for all  purposes  whatsoever,  and the Company  shall not be
affected by any notice to the contrary,

      14. Payment of Taxes.  The Company will pay all stamp,  transfer and other
similar taxes payable in connection  with the original  issuance of this Warrant
and the  shares  of Common  Stock  issuable  upon  exercise  thereof,  provided,
however,  that the  Company  shall not be required to (i) pay any such tax which
may be payable in respect of any transfer involving the transfer and delivery of
this  Warrant or the issuance or delivery of  certificates  for shares of Common
Stock issuable upon exercise thereof in a name other than that of the registered
Holder of this  Warrant or (ii) issue or deliver any  certificate  for shares of
Common Stock upon the exercise of this Warrant until any such tax required to be
paid under  clause (i) shall have been paid,  all such tax being  payable by the
holder of this Warrant at the time of surrender.

      15.  Fractional  Interest.  The  Company  shall not be  required  to issue
fractional shares of Common Stock on the exercise of this Warrant.  If more than
one Warrant shall be presented for exercise at the same time by the Holder,  the
number of full shares of Common Stock which shall be issuable upon such exercise
shall be computed on the basis of the aggregate number of shares of Common Stock
acquirable on exercise of the Warrants so presented.  If any fraction of a share
of Common Stock would, except for the provisions of this Section 15, be issuable
on the exercise of any Warrant (or specified portion thereof), the Company shall
pay an amount in cash  calculated  by it to be equal to the  Purchase  Price per
share multiplied by such fraction computed to the nearest whole cent. The Holder
by his acceptance of this Warrant expressly waives any and all rights to receive
any fraction of a share of Common Stock or a stock  certificate  representing  a
fraction of a share of Common Stock.

      16.  Entire  Agreement.  This  Warrant  constitutes  the full  and  entire
understanding  and agreement among the parties with regard to the subject matter
hereof and no party shall be liable or bound to any other party in any manner by
any representations,  warranties, covenants or agreements except as specifically
set forth herein.

      17.  Successors and Assigns.  All covenants and provisions of this Warrant
by or for the  benefit of the Company or the Holder of this  Warrant  shall bind
and inure to the  benefit of their  respective  successors,  permitted  assigns,
heirs and personal representatives.

      18. Termination.  This Warrant shall terminate at 5:00 p.m., Eastern Time,
on the  Expiration  Date or upon such  earlier date on which all of this Warrant
has been exercised (the "Termination Date").

      19. Headings. The headings in this Warrant are for purposes of convenience
in reference only, and shall not be deemed to constitute a part hereof.

      20.  Governing Law, Etc. This Agreement shall be governed by and construed
exclusively  in  accordance  with  the  internal  laws of the  State of New York
without regard to the conflicts of laws principles  thereof.  The parties hereto
hereby  irrevocably  agree that any suit or proceeding  arising  directly and/or
indirectly  pursuant to or under this  Agreement,  shall be brought  solely in a
federal or state court located in the City, County and State of New York. By its
execution hereof,  the parties hereby covenant and irrevocably  submit to the in
personam


                                      -10-
<PAGE>

jurisdiction  of the federal and state  courts  located in the City,  County and
State of New York and agree that any  process  in any such  action may be served
upon any of them  personally,  or by certified mail or registered mail upon them
or their agent, return receipt requested, with the same full force and effect as
if personally  served upon them in New York City.  The parties  hereto waive any
claim that any such  jurisdiction is not a convenient forum for any such suit or
proceeding  and any defense or lack of in  personam  jurisdiction  with  respect
thereto.  In the event of any such action or  proceeding,  the party  prevailing
therein  shall be entitled to payment  from the other party hereto of all of its
reasonable legal fees and expenses.

                   Remainder of Page Intentionally Left Blank


                                      -11-
<PAGE>

                             WARRANT SIGNATURE PAGE





Dated: December 20, 2007


                                             SUNCREST GLOBAL ENERGY CORP.

                                             By:
                                                --------------------------------
                                                Name: Bruce Widener
                                                Title: Chief Executive Officer


                                      -12-
<PAGE>

                                    EXHIBIT A

                                SUBSCRIPTION FORM

                 (To be executed only upon exercise of Warrant)

      The undersigned  registered  owner of this Warrant  irrevocably  exercises
this Warrant and purchases _______ shares of the Common Stock of Suncrest Global
Energy Corp.  purchasable with this Warrant, and herewith makes payment therefor
(either in cash or pursuant to the  cashless  exercise  provisions  set forth in
Section 1 of the  Warrant),  all at the  price  and on the terms and  conditions
specified in this Warrant.

Dated:
      --------------------

                                        ----------------------------------------
                                        (Signature of Registered Owner)

                                        ----------------------------------------
                                        (Street Address)

                                        ----------------------------------------
                                        (City / State / Zip Code)

<PAGE>

                                    EXHIBIT B

                               FORM OF ASSIGNMENT

      FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby
sells,  assigns and transfers unto the Assignee named below all of the rights of
the undersigned  under the within Warrant,  with respect to the number of shares
of Common Stock set forth below:

      Name of Assignee               Address                 Number of Shares
      ----------------               -------                 ----------------

and does hereby  irrevocably  constitute and appoint  __________________________
Attorney to make such  transfer on the books of Suncrest  Global  Energy  Corp.,
maintained for the purpose, with full power of substitution in the premises.

Dated:
      -----------------------

                                        ----------------------------------------
                                        (Signature)

                                        ----------------------------------------
                                        (Witness)

      The  undersigned  Assignee of the Warrant hereby makes to Suncrest  Global
Energy Corp.,  as of the date hereof,  with respect to the Assignee,  all of the
representations and warranties made by the Holder, and the undersigned  Assignee
agrees  to be bound by all the  terms  and  conditions  of the  Warrant  and the
Registration  Rights  Agreement,  dated as of ______ __,  2007,  by and  between
Suncrest Global Energy Corp. and Laidlaw & Co. (UK) Ltd.


Dated:
      -----------------------

                                        ----------------------------------------
                                        (Signature)