f10qsb0307ex4a.htm


    
      THIS
        WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
        BEEN
        REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  EXCEPT
        AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED
        AS OF
        OCTOBER 15, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,
        TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION
        STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN
        FORM,
        SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
        TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS
        SOLD
        PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

       

    

    Right
      to
      Purchase 363,600 Shares of Common Stock, par value $.00005 per
      share

     

    STOCK
      PURCHASE
      WARRANT

     

    THIS
      CERTIFIES THAT, for value
      received, AJW Offshore, Ltd. or its registered assigns, is entitled to purchase
      from Midnight Holdings Group,
      Inc., a Delaware corporation (the “Company”), at any time or from time to
      time during the period specified in Paragraph 2 hereof, 363,600 fully paid
      and nonassessable shares of the Company’s Common Stock, par value $.00005 per
      share (the “Common Stock”), at an exercise price per share equal to $.08 (the
“Exercise Price”).  The term “Warrant Shares,” as used herein, refers
      to the shares of Common Stock purchasable hereunder.  The Warrant
      Shares and the Exercise Price are subject to adjustment as provided in Paragraph
      4 hereof.  The term “Warrants” means this Warrant and the other
      warrants issued pursuant to that certain Securities Purchase Agreement, dated
      October 15, 2007, by and among the Company and the Buyers listed on the
      execution page thereof (the “Securities Purchase Agreement”).

     

    This
      Warrant is subject to the following terms, provisions, and
      conditions:

     

    1.  Manner
      of Exercise; Issuance
      of Certificates; Payment for Shares.

     

    Subject
      to the provisions hereof, this Warrant may be exercised by the holder hereof,
      in
      whole or in part, by the surrender of this Warrant, together with a completed
      exercise agreement in the form attached hereto (the “Exercise Agreement”), to
      the Company during normal business hours on any business day at the Company’s
      principal executive offices (or such other office or agency of the Company
      as it
      may designate by notice to the holder hereof), and upon (i) payment to the
      Company in cash, by certified or offi­cial bank check or by wire transfer
      for the account of the Company of the Exercise Price for the Warrant Shares
      specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares
      by the holder is not then registered pursuant to an effective registration
      statement under the Securities Act of 1933, as amended (the “Securities Act”),
      delivery to the Company of a written notice of an election to effect a “Cashless
      Exercise” (as defined in Section 11(c) below) for the Warrant Shares specified
      in the Exercise Agreement.  The Warrant Shares so purchased shall be
      deemed to be issued to the holder hereof or such holder’s designee, as the
      record owner of such shares, as of the close of business on the date on which
      this Warrant shall have been surrendered, the completed Exercise Agreement
      shall
      have been deliv­ered, and payment shall have been made for such shares as
      set forth above.  Certifi­cates for the Warrant Shares so
      purchased, representing the aggregate number of shares specified in the Exercise
      Agreement, shall be delivered to the holder hereof within a reasonable time,
      not
      exceeding five (5) business days, after this Warrant shall have been so
      exercised.  The certificates so delivered shall be in such
      denominations as may be requested by the holder hereof and shall be registered
      in the name of such holder or such other name as shall be designated by such
      holder.  If this Warrant shall have been exercised only in part, then,
      unless this Warrant has expired, the Company shall, at its expense, at the
      time
      of delivery of such certificates, deliver to the holder a new Warrant
      representing the number of shares with respect to which this Warrant shall
      not
      then have been exercised.  In addition to all other available remedies
      at law or in equity, if the Company fails to deliver certificates for the
      Warrant Shares within five (5) business days after this Warrant is exercised,
      then the Company shall pay to the holder in cash a penalty (the “Penalty”) equal
      to 2% of the number of Warrant Shares that the holder is entitled to multiplied
      by the Market Price (as hereinafter defined) for each day that the Company
      fails
      to deliver certificates for the Warrant Shares.  For example, if the
      holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00,
      then
      the Company shall pay to the holder $4,000 for each day that the Company fails
      to deliver certificates for the Warrant Shares.  The Penalty shall be
      paid to the holder by the fifth day of the month following the month in which
      it
      has accrued.

     

    Notwithstanding
      anything in this Warrant to the contrary, in no event shall the holder of this
      Warrant be entitled to exercise a number of Warrants (or portions thereof)
      in
      excess of the number of Warrants (or portions thereof) upon exercise of which
      the sum of (i) the number of shares of Common Stock beneficially owned by the
      holder and its affiliates (other than shares of Common Stock which may be deemed
      beneficially owned through the ownership of the unexercised Warrants and the
      unexercised or unconverted portion of any other securities of the Company
      (including the Notes (as defined in the Securities Purchase Agreement)) subject
      to a limitation on conversion or exercise analogous to the limitation contained
      herein) and (ii) the number of shares of Common Stock issuable upon exercise
      of
      the Warrants (or portions thereof) with respect to which the determination
      described herein is being made, would result in beneficial ownership by the
      holder and its affiliates of more than 4.9% of the outstanding shares of Common
      Stock.  For purposes of the immediately preceding sentence, beneficial
      ownership shall be determined in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as
      otherwise provided in clause (i) of the preceding
      sentence.  Notwithstanding anything to the contrary contained herein,
      the limitation on exercise of this Warrant set forth herein may not be amended
      without (i) the written consent of the holder hereof and the Company and (ii)
      the approval of a majority of shareholders of the Company.

     

     

    
      
        
        

      

      
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    2.  Period
      of
      Exercise.

     

      This
      Warrant is
      exercisable at any time or from time to time on or after the date on which
      this
      Warrant is issued and delivered pursuant to the terms of the Securities Purchase
      Agreement and before 6:00 p.m., New York, New York time on the fifth (5th)
      anniversary of
      the date of issuance (the “Exercise Period”).

     

    3.  Certain
      Agreements of the
      Company.

     

      The
      Company hereby covenants and agrees as follows:

     

    (a)  Shares
      to be Fully
      Paid.  Subject
      to the
      completion of the Charter Amendment Actions (as such term is defined in the
      Securities Purchase Agreement), all Warrant Shares will, upon issuance in
      accordance with the terms of this Warrant, be validly issued, fully paid, and
      nonassessable and free from all taxes, liens, and charges with respect to the
      issue thereof.

     

    (b)  Reservation
      of
      Shares.  Subject
      to the
      completion of the Charter Amendment Actions, during the Exercise Period, the
      Company shall at all times have authorized, and reserved for the purpose of
      issuance upon exercise of this Warrant, a suf­ficient number of shares of
      Common Stock to provide for the exercise of this Warrant.

     

    (c)  Listing.  The
      Company shall
      use it best efforts to secure the listing of the shares of Common Stock issuable
      upon exercise of the Warrant upon each national securities exchange or automated
      quotation system, if any, upon which shares of Common Stock are then listed
      (subject to official notice of issuance upon exercise of this Warrant) and
      shall
      maintain, so long as any other shares of Common Stock shall be so listed, such
      listing of all shares of Common Stock from time to time issuable upon the
      exercise of this Warrant; and the Company shall so list on each national
      securities exchange or automated quotation system, as the case may be, and
      shall
      maintain such listing of, any other shares of capital stock of the Company
      issuable upon the exercise of this Warrant if and so long as any shares of
      the
      same class shall be listed on such national securities exchange or automated
      quotation system.

     

    (d)  Certain
      Actions
      Prohibited.  The
      Company will
      not, by amendment of its charter or through any re­organi­zation,
      transfer of assets, consolidation, mer­ger, dissolution, issue or sale of
      securities, or any other voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms to be observed or performed by it hereunder,
      but will at all times in good faith assist in the carrying out of all the
      provisions of this Warrant and in the taking of all such action as may
      reasonably be requested by the holder of this Warrant in order to protect the
      exercise privilege of the holder of this Warrant against dilu­tion or other
      impairment, consistent with the tenor and purpose of this
      Warrant.  Without limiting the general­ity of the foregoing, the
      Company (i) will not increase the par value of any shares of Common Stock
      receivable upon the exercise of this Warrant above the Exercise Price then
      in
      effect, and (ii) will take all such actions as may be necessary or appropriate
      in order that the Company may validly and legally issue fully paid and
      nonassessable shares of Common Stock upon the exercise of this
      Warrant.

     

    (e)  Successors
      and
      Assigns.  This
      Warrant will
      be binding upon any entity succeeding to the Company by merger, consolidation,
      or acquisition of all or sub­stantially all the Company’s
      assets.

     

    4.  Antidilution
      Provisions.

     

    During
      the Exercise Period, the Exercise Price and the number of Warrant Shares shall
      be subject to adjustment from time to time as provided in this Paragraph
      4.

     

    In
      the
      event that any adjustment of the Exercise Price as required herein results
      in a
      fraction of a cent, such Exercise Price shall be rounded up to the nearest
      cent.

     

    
       

       

      
        
          
          

        

        
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    (a)  Adjustment
      of Exercise Price
      and Number of Shares upon Issuance of Common Stock.  Except
      as
      otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or
      after the date of issuance of this Warrant, the Company issues or sells, or
      in
      accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any
      shares of Common Stock for no consideration or for a consideration per share
      (before deduction of reasonable expenses or commissions or underwriting
      discounts or allowances in connection therewith) less than the Market Price
      on
      the date of issuance (a “Dilutive Issuance”), then immediately upon the Dilutive
      Issuance, the Exercise Price will be reduced to a price determined by
      multiplying the Exercise Price in effect immediately prior to the Dilutive
      Issuance by a fraction, (i) the numerator of which is an amount equal to the
      sum
      of (x) the number of shares of Common Stock actually outstanding immediately
      prior to the Dilutive Issuance, plus (y) the quotient of the aggregate
      consideration, calculated as set forth in Paragraph 4(b) hereof, received by
      the
      Company upon such Dilutive Issuance divided by the Market Price in effect
      immediately prior to the Dilutive Issuance, and (ii) the denominator of which
      is
      the total number of shares of Common Stock Deemed Outstanding (as defined below)
      immediately after the Dilutive Issuance.

     

    (b)  Effect
      on Exercise Price of
      Certain Events.  For
      purposes of
      determining the adjusted Exercise Price under Paragraph 4(a) hereof, the
      following will be applicable:

     

    (i)  Issuance
      of Rights or
      Options.  If the
      Company in
      any manner issues or grants any warrants, rights or options, whether or not
      immediately exercisable, to subscribe for or to purchase Common Stock or other
      securities convertible into or exchangeable for Common Stock (“Convertible
      Securities”) (such warrants, rights and options to purchase Common Stock or
      Convertible Securities are hereinafter referred to as “Options”) and the price
      per share for which Common Stock is issuable upon the exercise of such Options
      is less than the Market Price on the date of issuance or grant of such Options,
      then the maximum total number of shares of Common Stock issuable upon the
      exercise of all such Options will, as of the date of the issuance or grant
      of
      such Options, be deemed to be outstanding and to have been issued and sold
      by
      the Company for such price per share.  For purposes of the preceding
      sentence, the “price per share for which Common Stock is issuable upon the
      exercise of such Options” is determined by dividing (i) the total amount, if
      any, received or receivable by the Company as consideration for the issuance
      or
      granting of all such Options, plus the minimum aggregate amount of additional
      consideration, if any, payable to the Company upon the exercise of all such
      Options, plus, in the case of Convertible Securities issuable upon the exercise
      of such Options, the minimum aggregate amount of additional consideration
      payable upon the conversion or exchange thereof at the time such Convertible
      Securities first become convertible or exchangeable, by (ii) the maximum total
      number of shares of Common Stock issuable upon the exercise of all such Options
      (assuming full conversion of Convertible Securities, if
      applicable).  No further adjustment to the Exercise Price will be made
      upon the actual issuance of such Common Stock upon the exercise of such Options
      or upon the conversion or exchange of Convertible Securities issuable upon
      exercise of such Options.

     

    (ii)  Issuance
      of Convertible
      Securities.  If the
      Company in
      any manner issues or sells any Convertible Securities, whether or not
      immediately convertible (other than where the same are issuable upon the
      exercise of Options) and the price per share for which Common Stock is issuable
      upon such conversion or exchange is less than the Market Price on the date
      of
      issuance, then the maximum total number of shares of Common Stock issuable
      upon
      the conversion or exchange of all such Convertible Securities will, as of the
      date of the issuance of such Convertible Securities, be deemed to be outstanding
      and to have been issued and sold by the Company for such price per
      share.  For the purposes of the preceding sentence, the “price per
      share for which Common Stock is issuable upon such conversion or exchange” is
      determined by dividing (i) the total amount, if any, received or receivable
      by
      the Company as consideration for the issuance or sale of all such Convertible
      Securities, plus the minimum aggregate amount of additional consideration,
      if
      any, payable to the Company upon the conversion or exchange thereof at the
      time
      such Convertible Securities first become convertible or exchangeable, by (ii)
      the maximum total number of shares of Common Stock issuable upon the conversion
      or exchange of all such Convertible Securities.  No further adjustment
      to the Exercise Price will be made upon the actual issuance of such Common
      Stock
      upon conversion or exchange of such Convertible Securities.

     

    (iii)  Change
      in Option Price or
      Conversion Rate.  If there
      is a
      change at any time in (i) the amount of additional consideration payable to
      the
      Company upon the exercise of any Options; (ii) the amount of additional
      consideration, if any, payable to the Company upon the conversion or exchange
      of
      any Convertible Securities; or (iii) the rate at which any Convertible
      Securities are convertible into or exchangeable for Common Stock (other than
      under or by reason of provisions designed to protect against dilution), the
      Exercise Price in effect at the time of such change will be readjusted to the
      Exercise Price which would have been in effect at such time had such Options
      or
      Convertible Securities still outstanding provided for such changed additional
      consideration or changed conversion rate, as the case may be, at the time
      initially granted, issued or sold.

     

    (iv)  Treatment
      of Expired Options
      and Unexercised Convertible Securities.  If,
      in any case,
      the total number of shares of Common Stock issuable upon exercise of any Option
      or upon conversion or exchange of any Convertible Securities is not, in fact,
      issued and the rights to exercise such Option or to convert or exchange such
      Convertible Securities shall have expired or terminated, the Exercise Price
      then
      in effect will be readjusted to the Exercise Price which would have been in
      effect at the time of such expiration or termination had such Option or
      Convertible Securities, to the extent outstanding immediately prior to such
      expiration or termination (other than in respect of the actual number of shares
      of Common Stock issued upon exercise or conversion thereof), never been
      issued.

     

    
       

      
        
          
          

        

        
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    (v)  Calculation
      of Consideration
      Received.  If any
      Common
      Stock, Options or Convertible Securities are issued, granted or sold for cash,
      the consideration received therefor for purposes of this Warrant will be the
      amount received by the Company therefor, before deduction of reasonable
      commissions, underwriting discounts or allowances or other reasonable expenses
      paid or incurred by the Company in connection with such issuance, grant or
      sale.  In case any Common Stock, Options or Convertible Securities are
      issued or sold for a consideration part or all of which shall be other than
      cash, the amount of the consideration other than cash received by the Company
      will be the fair value of such consideration, except where such consideration
      consists of securities, in which case the amount of consideration received
      by
      the Company will be the Market Price thereof as of the date of
      receipt.  In case any Common Stock, Options or Convertible Securities
      are issued in connection with any acquisition, merger or consolidation in which
      the Company is the surviving corporation, the amount of consideration therefor
      will be deemed to be the fair value of such portion of the net assets and
      business of the non-surviving corporation as is attributable to such Common
      Stock, Options or Convertible Securities, as the case may be.  The
      fair value of any consideration other than cash or securities will be determined
      in good faith by the Board of Directors of the Company.

     

    (vi)  Exceptions
      to Adjustment of
      Exercise Price.  No adjustment
      to
      the Exercise Price will be made (i) upon the exercise of any warrants, options
      or convertible securities granted, issued and outstanding on the date of
      issuance of this Warrant; (ii) upon the grant or exercise of any stock or
      options which may hereafter be granted or exercised under any employee benefit
      plan, stock option plan or restricted stock plan of the Company now existing
      or
      to be implemented in the future, so long as the issuance of such stock or
      options is approved by a majority of the independent members of the Board of
      Directors of the Company or a majority of the members of a committee of
      independent directors established for such purpose; or (iii) upon the exercise
      of the Warrants.

     

    (c)  Subdivision
      or Combination
      of Common Stock.  If the
      Company at
      any time subdivides (by any stock split, stock dividend, recapitalization,
      reorganization, reclassification or otherwise) the shares of Common Stock
      acquirable hereunder into a greater number of shares, then, after the date
      of
      record for effecting such subdivision, the Exercise Price in effect immediately
      prior to such subdivision will be proportionately reduced.  If the
      Company at any time combines (by reverse stock split, recapitalization,
      reorganization, reclassification or otherwise) the shares of Common Stock
      acquirable hereunder into a smaller number of shares, then, after the date
      of
      record for effecting such combination, the Exercise Price in effect immediately
      prior to such combination will be proportionately increased.

     

    (d)  Adjustment
      in Number of
      Shares.  Upon
      each
      adjustment of the Exercise Price pursuant to the provisions of this Paragraph
      4,
      the number of shares of Common Stock issuable upon exercise of this Warrant
      shall be adjusted by multiplying a number equal to the Exercise Price in effect
      immediately prior to such adjustment by the number of shares of Common Stock
      issuable upon exercise of this Warrant immediately prior to such adjustment
      and
      dividing the product so obtained by the adjusted Exercise Price.

     

    (e)  Consolidation,
      Merger or
      Sale.  In case
      of any
      consolidation of the Company with, or merger of the Company into any other
      corporation, or in case of any sale or conveyance of all or substantially all
      of
      the assets of the Company other than in connection with a plan of complete
      liquidation of the Company, then as a condition of such consolidation, merger
      or
      sale or conveyance, adequate provision will be made whereby the holder of this
      Warrant will have the right to acquire and receive upon exercise of this Warrant
      in lieu of the shares of Common Stock immediately theretofore acquirable upon
      the exercise of this Warrant, such shares of stock, securities or assets as
      may
      be issued or payable with respect to or in exchange for the number of shares
      of
      Common Stock immediately theretofore acquirable and receivable upon exercise
      of
      this Warrant had such consolidation, merger or sale or conveyance not taken
      place.  In any such case, the Company will make appropriate provision
      to insure that the provisions of this Paragraph 4 hereof will thereafter be
      applicable as nearly as may be in relation to any shares of stock or securities
      thereafter deliverable upon the exercise of this Warrant.  The Company
      will not effect any consolidation, merger or sale or conveyance unless prior
      to
      the consummation thereof, the successor corporation (if other than the Company)
      assumes by written instrument the obligations under this Paragraph 4 and the
      obligations to deliver to the holder of this Warrant such shares of stock,
      securities or assets as, in accordance with the foregoing provisions, the holder
      may be entitled to acquire.

     

     

    
      
        
        

      

      
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    (f)  Distribution
      of
      Assets.  In case
      the
      Company shall declare or make any distribution of its assets (including cash)
      to
      holders of Common Stock as a partial liquidating dividend, by way of return
      of
      capital or otherwise, then, after the date of record for determining
      shareholders entitled to such distribution, but prior to the date of
      distribution, the holder of this Warrant shall be entitled upon exercise of
      this
      Warrant for the purchase of any or all of the shares of Common Stock subject
      hereto, to receive the amount of such assets which would have been payable
      to
      the holder had such holder been the holder of such shares of Common Stock on
      the
      record date for the determination of shareholders entitled to such
      distribution.

     

    (g)  Notice
      of
      Adjustment.  Upon
      the
      occurrence of any event which requires any adjustment of the Exercise Price,
      then, and in each such case, the Company shall give notice thereof to the holder
      of this Warrant, which notice shall state the Exercise Price resulting from
      such
      adjustment and the increase or decrease in the number of Warrant Shares
      purchasable at such price upon exercise, setting forth in reasonable detail
      the
      method of calculation and the facts upon which such calculation is
      based.  Such calculation shall be certified by the Chief Financial
      Officer of the Company.

     

    (h)  Minimum
      Adjustment of
      Exercise Price.  No adjustment
      of
      the Exercise Price shall be made in an amount of less than 1% of the Exercise
      Price in effect at the time such adjustment is otherwise required to be made,
      but any such lesser adjustment shall be carried forward and shall be made at
      the
      time and together with the next subsequent adjustment which, together with
      any
      adjustments so carried forward, shall amount to not less than 1% of such
      Exercise Price.

     

    (i)  No
      Fractional
      Shares.  No fractional
      shares of Common Stock are to be issued upon the exercise of this Warrant,
      but
      the Company shall pay a cash adjustment in respect of any fractional share
      which
      would otherwise be issuable in an amount equal to the same fraction of the
      Market Price of a share of Common Stock on the date of such
      exercise.

     

    (j)  Other
      Notices.  In case
      at any
      time:

     

    (i)  the
      Company shall declare any dividend upon the Common Stock payable in shares
      of
      stock of any class or make any other distribution (including dividends or
      distributions payable in cash out of retained earnings) to the holders of the
      Common Stock;

     

    (ii)  the
      Company shall offer for subscription pro rata to the holders of the Common
      Stock
      any additional shares of stock of any class or other rights;

     

    (iii)  there
      shall be any capital reorganiza­tion of the Company, or reclassification of
      the Common Stock, or consolidation or merger of the Company with or into, or
      sale of all or substan­tially all its assets to, another corporation or
      entity; or

     

    (iv)  there
      shall be a voluntary or involun­tary dissolution, liquidation or winding up
      of the Company;

     

    then,
      in
      each such case, the Company shall give to the holder of this Warrant (a) notice
      of the date on which the books of the Company shall close or a record shall
      be
      taken for determining the holders of Common Stock entitled to receive any such
      divi­dend, distribution, or subscription rights or for determining the
      holders of Common Stock entitled to vote in respect of any such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation or
      winding-up and (b) in the case of any such reorganization, reclassification,
      consolidation, merger, sale, dissolution, liquidation or winding-up, notice
      of
      the date (or, if not then known, a reasonable approximation thereof by the
      Company) when the same shall take place.  Such notice shall also
      specify the date on which the holders of Common Stock shall be entitled to
      receive such dividend, distribution, or subscription rights or to exchange
      their
      Common Stock for stock or other securities or property deliverable upon such
      reorganization, re­classification, consolidation, merger, sale, dissolution,
      liquidation, or winding-up, as the case may be.  Such notice shall be
      given at least 30 days prior to the record date or the date on which the
      Company’s books are closed in respect thereto.  Failure to give any
      such notice or any defect therein shall not affect the validity of the
      proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

     

     

    
      
        
        

      

      
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    (k)  Certain
      Events.  If any
      event
      occurs of the type contemplated by the adjustment provisions of this Paragraph
      4
      but not expressly provided for by such provisions, the Company will give notice
      of such event as provided in Paragraph 4(g) hereof, and the Company’s Board of
      Directors will make an appropriate adjustment in the Exercise Price and the
      number of shares of Common Stock acquirable upon exercise of this Warrant so
      that the rights of the holder shall be neither enhanced nor diminished by such
      event.

     

    (l)  Certain
      Definitions.

     

    (i)  “Common
      Stock Deemed
      Outstanding” shall
      mean the number of
      shares of Common Stock actually outstanding (not including shares of Common
      Stock held in the treasury of the Company), plus (x) pursuant to Paragraph
      4(b)(i) hereof, the maximum total number of shares of Common Stock issuable
      upon
      the exercise of Options, as of the date of such issuance or grant of such
      Options, if any, and (y) pursuant to Paragraph 4(b)(ii) hereof, the maximum
      total number of shares of Common Stock issuable upon conversion or exchange
      of
      Convertible Securities, as of the date of issuance of such Convertible
      Securities, if any.

     

    (ii)  “Market
      Price,” as
      of any date, (i) means the average of the last reported sale prices for the
      shares of Common Stock on the OTCBB for the five (5) Trading Days immediately
      preceding such date as reported by Bloomberg, or (ii) if the OTCBB is not the
      principal trading market for the shares of Common Stock, the average of the
      last
      reported sale prices on the principal trading market for the Common Stock during
      the same period as reported by Bloomberg, or (iii) if market value cannot be
      calculated as of such date on any of the foregoing bases, the Market Price
      shall
      be the fair market value as reasonably determined in good faith by (a) the
      Board
      of Directors of the Company or, at the option of a majority-in-interest of
      the
      holders of the outstanding Warrants by (b) an independent investment bank of
      nationally recognized standing in the valuation of businesses similar to the
      business of the corporation. The manner of determining the Market Price of
      the
      Common Stock set forth in the foregoing definition shall apply with respect
      to
      any other security in respect of which a determination as to market value must
      be made hereunder.

     

    (iii)  “Common
      Stock,”
      for purposes of this Paragraph 4, includes the Common Stock, par value $.00005
      per share, and any additional class of stock of the Company having no preference
      as to dividends or distributions on liquidation, provided that the shares
      purchasable pursuant to this Warrant shall include only shares of Common Stock,
      par value $.00005 per share, in respect of which this Warrant is exercisable,
      or
      shares resulting from any subdivision or combination of such Common Stock,
      or in
      the case of any reorganization, reclassification, consolidation, merger, or
      sale
      of the character referred to in Paragraph 4(e) hereof, the stock or other
      securities or property provided for in such Paragraph.

     

    5.  Issue
      Tax.

     

      The
      issuance of certificates for Warrant Shares upon the exercise of this Warrant
      shall be made without charge to the holder of this Warrant or such shares for
      any issuance tax or other costs in respect thereof, provided that the Company
      shall not be required to pay any tax which may be payable in respect of any
      transfer involved in the issuance and delivery of any certificate in a name
      other than the holder of this Warrant.

     

    6.  No
      Rights or Liabilities as
      a Shareholder.

     

      This
      Warrant shall not entitle the holder hereof to any voting rights or other rights
      as a shareholder of the Company.  No provision of this Warrant, in the
      absence of affirmative action by the holder hereof to purchase Warrant Shares,
      and no mere enumeration herein of the rights or privileges of the holder hereof,
      shall give rise to any liability of such holder for the Exercise Price or as
      a
      shareholder of the Company, whether such liability is asserted by the Company
      or
      by creditors of the Company.

     

    7.  Transfer,
      Exchange, and
      Replacement of Warrant.

     

    (a)  Restriction
      on
      Transfer.  This
      Warrant and
      the rights granted to the holder hereof are transferable, in whole or in part,
      upon surrender of this Warrant, together with a properly executed assignment
      in
      the form attached hereto, at the office or agency of the Company referred to
      in
      Paragraph 7(e) below, pro­vided, however, that any transfer or
      assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof
      and to the applicable provisions of the Securities Purchase
      Agreement.  Until due presentment for registration of transfer on the
      books of the Company, the Company may treat the registered holder hereof as
      the
      owner and holder hereof for all purposes, and the Company shall not be affected
      by any notice to the con­trary.  Notwithstanding anything to the
      contrary contained herein, the registration rights described in Paragraph 8
      are
      assignable only in accordance with the provisions of that certain Registration
      Rights Agreement, dated October 15, 2007, by and among the Company and the
      other
      signatories thereto (the “Registration Rights Agreement”).

     

     

    
      
        
        

      

      
        Page
          6

        
          

        

      

      
        
        

      

    

     

     

    (b)  Warrant
      Exchangeable for
      Different Denomina­tions.  This
      Warrant is
      exchange­able, upon the surrender hereof by the holder hereof at the office
      or agency of the Company referred to in Paragraph 7(e) below, for new Warrants
      of like tenor representing in the aggregate the right to purchase the number
      of
      shares of Common Stock which may be purchased hereunder, each of such new
      Warrants to represent the right to purchase such number of shares as shall
      be
      designated by the holder hereof at the time of such surrender.

     

    (c)  Replacement
      of
      Warrant.  Upon
      receipt of
      evi­dence reasonably satisfactory to the Company of the loss, theft,
      destruction, or mutilation of this Warrant and, in the case of any such loss,
      theft, or destruc­tion, upon delivery of an indemnity agreement
      reason­ably satisfactory in form and amount to the Company, or, in the case
      of any such mutilation, upon surrender and cancellation of this Warrant, the
      Company, at its expense, will execute and deliver, in lieu thereof, a new
      Warrant of like tenor.

     

    (d)  Cancellation;
      Payment of
      Expenses.  Upon
      the
      surrender of this Warrant in connection with any trans­fer, exchange, or
      replacement as provided in this Paragraph 7, this Warrant shall be promptly
      canceled by the Company.  The Company shall pay all taxes (other than
      securities transfer taxes) and all other expenses (other than legal expenses,
      if
      any, incurred by the holder or transferees) and charges payable in connection
      with the preparation, execution, and delivery of Warrants pursuant to this
      Paragraph 7.

     

    (e)  Register.  The
      Company shall
      maintain, at its principal executive offices (or such other office or agency
      of
      the Company as it may designate by notice to the holder hereof), a register
      for
      this Warrant, in which the Company shall record the name and address of the
      person in whose name this Warrant has been issued, as well as the name and
      address of each transferee and each prior owner of this Warrant.

     

    (f)  Exercise
      or Transfer Without
      Registration.  If,
      at the time
      of the surrender of this Warrant in connection with any exercise, transfer,
      or
      exchange of this Warrant, this Warrant (or, in the case of any exercise, the
      Warrant Shares issuable hereunder), shall not be registered under the Securities
      Act of 1933, as amended (the “Securities Act”) and under applicable state
      securities or blue sky laws, the Company may require, as a condition of allowing
      such exercise, transfer, or exchange, (i) that the holder or transferee of
      this
      Warrant, as the case may be, furnish to the Company a written opinion of
      counsel, which opinion and counsel are acceptable to the Company, to the effect
      that such exercise, transfer, or exchange may be made without registration
      under
      said Act and under applicable state securities or blue sky laws, (ii) that
      the
      holder or transferee execute and deliver to the Company an investment letter
      in
      form and substance acceptable to the Company and (iii) that the transferee
      be an
“accredited investor” as defined in Rule 501(a) promulgated under the Securities
      Act; provided that no such opinion, letter or status as an “accredited investor”
shall be required in connection with a transfer pursuant to Rule 144 under
      the
      Securities Act.  The first holder of this Warrant, by taking and
      holding the same, represents to the Company that such holder is acquiring this
      Warrant for investment and not with a view to the distribution
      thereof.

     

    8.  Registration
      Rights.

     

    The
      initial holder of this Warrant (and certain assignees thereof) is entitled
      to
      the benefit of such registration rights in respect of the Warrant Shares as
      are
      set forth in Section 2 of the Registration Rights Agreement.

     

    9.  Notices.

     

      All
      notices, requests, and other communications required or permitted to be given
      or
      delivered hereunder to the holder of this Warrant shall be in writing, and
      shall
      be personally delivered, or shall be sent by certified or registered mail or
      by
      recognized overnight mail courier, postage prepaid and addressed, to such holder
      at the address shown for such holder on the books of the Company, or at such
      other address as shall have been furnished to the Company by notice from such
      holder.  All notices, requests, and other communications required or
      permitted to be given or delivered hereunder to the Company shall be in writing,
      and shall be personally delivered, or shall be sent by certified or registered
      mail or by recognized overnight mail courier, postage prepaid and addressed,
      to
      the office of the Company at 22600 Hall Road, Suite 205, Clinton Township,
      MI
      48036, Attention: Chief Executive Officer, or at such other address as shall
      have been furnished to the holder of this Warrant by notice from the
      Company.  Any such notice, request, or other communication may be sent
      by facsimile, but shall in such case be subsequently confirmed by a writing
      personally delivered or sent by certified or registered mail or by recognized
      overnight mail courier as provided above.  All notices, requests, and
      other communications shall be deemed to have been given either at the time
      of
      the receipt thereof by the person entitled to re­ceive such notice at the
      address of such person for purposes of this Paragraph 9, or, if mailed by
      registered or certified mail or with a recognized overnight mail courier upon
      deposit with the United States Post Office or such overnight mail courier,
      if
      postage is prepaid and the mailing is properly addressed, as the case may
      be.

     

     

    
      
        
        

      

      
        Page
          7

        
          

        

      

      
        
        

      

    

     

     

    10.  Governing
      Law.

     

      THIS
      WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS
      OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
      LAWS.  THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION
      OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT
      TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN
      CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH
      PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
      MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE
      THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
      IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT
      OR
      PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE
      PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH PARTIES AGREE THAT
      A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE
      CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT
      OR IN ANY OTHER LAWFUL MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN
      ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND
      EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN
      CONNECTION WITH SUCH DISPUTE.

     

    11.  Miscellaneous.

     

    (a)  Amendments.  This
      Warrant and
      any provision hereof may only be amended by an instrument in writing signed
      by
      the Company and the holder hereof.

     

    (b)  Descriptive
      Headings.  The
      descriptive
      headings of the several paragraphs of this Warrant are in­serted for
      purposes of reference only, and shall not affect the meaning or construction
      of
      any of the provisions hereof.

     

    (c)  Cashless
      Exercise.  Notwithstanding
      anything to the contrary contained in this Warrant, if the resale of the Warrant
      Shares by the holder is not then registered pursuant to an effective
      registration statement under the Securities Act, this Warrant may be exercised
      by presentation and surrender of this Warrant to the Company at its principal
      executive offices with a written notice of the holder’s intention to effect a
      cashless exercise, including a calculation of the number of shares of Common
      Stock to be issued upon such exercise in accordance with the terms hereof (a
      “Cashless Exercise”).  In the event of a Cashless Exercise, in lieu of
      paying the Exercise Price in cash, the holder shall surrender this Warrant
      for
      that number of shares of Common Stock determined by multiplying the number
      of
      Warrant Shares to which it would otherwise be entitled by a fraction, the
      numerator of which shall be the difference between the then current Market
      Price
      per share of the Common Stock and the Exercise Price,  and the
      denominator of which shall be the then current Market Price per share of Common
      Stock.  For example, if the holder is exercising 100,000 Warrants with
      a per Warrant exercise price of $0.75 per share through a cashless exercise
      when
      the Common Stock’s current Market Price per share is $2.00 per share, then upon
      such Cashless Exercise the holder will receive 62,500 shares of Common
      Stock.

     

    (d)  Remedies.  The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable harm to the holder, by vitiating the intent and purpose of the
      transaction contemplated hereby.  Accordingly, the Company
      acknowledges that the remedy at law for a breach of its obligations under this
      Warrant will be inadequate and agrees, in the event of a breach or threatened
      breach by the Company of the provisions of this Warrant, that the holder shall
      be entitled, in addition to all other available remedies at law or in equity,
      and in addition to the penalties assessable herein, to an injunction or
      injunctions restraining, preventing or curing any breach of this Warrant and
      to
      enforce specifically the terms and provisions thereof, without the necessity
      of
      showing economic loss and without any bond or other security being
      required.

     

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    


     

    
      
        
        

      

      
        Page
          8

        
          

        

      

      
        
        

      

    

    


     

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

     

    MIDNIGHT
      HOLDINGS GROUP,
      INC.

    
 

    By:  
      /s/Nicholas
      Cocco                   


                                                                                                                              
       Nicholas Cocco

                                                                                                                                Chief
      Executive Officer

    


     

    


    
      
        
        

      

      
        Page
          9

        
          

        

      

      
        
        

      

    

     

    


     

    FORM
      OF EXERCISE
      AGREEMENT

     

    


     

                                                                                                                                                             
      Dated:  ________ __, 200_

     

    To:           ______________________

     

    The
      undersigned, pursuant to the provisions set forth in the within Warrant, hereby
      agrees to purchase ________ shares of Common Stock covered by such Warrant,
      and
      makes pay­ment herewith in full therefor at the price per share provided by
      such Warrant in cash or by certified or official bank check in the amount of,
      or, if the resale of such Common Stock by the undersigned is not currently
      registered pursuant to an effective registration statement under the Securities
      Act of 1933, as amended, by surrender of securities issued by the Company
      (including a portion of the Warrant) having a market value (in the case of
      a
      portion of this Warrant, determined in accordance with Section 11(c) of the
      Warrant) equal to $_________.  Please issue a certificate or
      certifi­cates for such shares of Common Stock in the name of and pay any
      cash for any fractional share to:

     

    


     

    Name:                                                        
      

                                                                                                                   
      

                                                                                                                  
      Signature:                                                
 

                                                 
      

                                                                                                                 
      Address:                                                     


                                             
        

                                 
        

                                                                                                                    Note:           The
        above
        signature should correspond 

                                                                                                                                        
        exactly with the name on the face of the 

                                                                                                                                        
        within Warrant, if applicable.

    

    


    
 

     

    and,
      if
      said number of shares of Common Stock shall not be all the shares purchasable
      under the within Warrant, a new Warrant is to be issued in the name of said
      undersigned covering the balance of the shares purchasable thereunder less
      any
      frac­tion of a share paid in cash.

     

     

     

    
      
        
        

      

      
        Page
          10

        
          

        

      

      
        
        

      

    

     

     

    
 

     

    FORM
      OF
      ASSIGNMENT


     

    FOR
      VALUE RECEIVED, the
      undersigned hereby sells, assigns, and transfers all the rights of the
      undersigned under the within Warrant, with respect to the number of shares
      of
      Common Stock covered thereby set forth hereinbelow, to:

    


     

    Name
      of
      Assignee                                                                Address                                                                No
      of
      Shares

     

     

     

    ,
      and
      hereby irrevocably constitutes and appoints ___________________________________
      as agent and attorney-in-fact to transfer said Warrant on the books of the
      within-named corporation, with full power of substitution in the
      premises.

     

    


     

    Dated:       ________
      __, 200_

     

    


     

    In
      the
      presence
      of:                                                                                   
__________________________

     

    Name:          __________________________

     

    Signature:  
      _________________________    
           

     

    Title
      of
      Signing Officer or Agent (if any):

     

                        
      __________________________

     

    Address:    __________________________

      


                        
      _________________________

    


    


    
      	
               

            	
              Note:

            	
              The
                above signature should 

              correspond
                exactly with the 

              name
                on the face of the within 

              Warrant,
                if applicable.

            


    

     

     

     

     

    
      
        
        

      

      
        Page
          11

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      

      

    

     

    
       

      
        THIS
          WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE
          NOT BEEN
          REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  EXCEPT
          AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED
          AS OF
          OCTOBER 15, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,
          TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION
          STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL,
          IN FORM,
          SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
          TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS
          SOLD
          PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

      

       

       

      Right
        to
        Purchase 55,800 Shares of Common Stock, par value $.00005 per
        share

       

      STOCK
        PURCHASE
        WARRANT

       

      THIS
        CERTIFIES THAT, for value
        received, AJW Partners, LLC. or its registered assigns, is entitled to purchase
        from Midnight Holdings Group,
        Inc., a Delaware corporation (the “Company”), at any time or from time to
        time during the period specified in Paragraph 2 hereof, 55,800 fully paid
        and nonassessable shares of the Company’s Common Stock, par value $.00005 per
        share (the “Common Stock”), at an exercise price per share equal to $.08 (the
“Exercise Price”).  The term “Warrant Shares,” as used herein, refers
        to the shares of Common Stock purchasable hereunder.  The Warrant
        Shares and the Exercise Price are subject to adjustment as provided in Paragraph
        4 hereof.  The term “Warrants” means this Warrant and the other
        warrants issued pursuant to that certain Securities Purchase Agreement, dated
        October 15, 2007, by and among the Company and the Buyers listed on the
        execution page thereof (the “Securities Purchase Agreement”).

       

      This
        Warrant is subject to the following terms, provisions, and
        conditions:

       

      1.  Manner
        of Exercise; Issuance
        of Certificates; Payment for Shares.

       

      Subject
        to the provisions hereof, this Warrant may be exercised by the holder hereof,
        in
        whole or in part, by the surrender of this Warrant, together with a completed
        exercise agreement in the form attached hereto (the “Exercise Agreement”), to
        the Company during normal business hours on any business day at the Company’s
        principal executive offices (or such other office or agency of the Company
        as it
        may designate by notice to the holder hereof), and upon (i) payment to the
        Company in cash, by certified or offi­cial bank check or by wire transfer
        for the account of the Company of the Exercise Price for the Warrant Shares
        specified in the Exercise Agreement or (ii) if the resale of the Warrant
        Shares
        by the holder is not then registered pursuant to an effective registration
        statement under the Securities Act of 1933, as amended (the “Securities Act”),
        delivery to the Company of a written notice of an election to effect a “Cashless
        Exercise” (as defined in Section 11(c) below) for the Warrant Shares specified
        in the Exercise Agreement.  The Warrant Shares so purchased shall be
        deemed to be issued to the holder hereof or such holder’s designee, as the
        record owner of such shares, as of the close of business on the date on which
        this Warrant shall have been surrendered, the completed Exercise Agreement
        shall
        have been deliv­ered, and payment shall have been made for such shares as
        set forth above.  Certifi­cates for the Warrant Shares so
        purchased, representing the aggregate number of shares specified in the Exercise
        Agreement, shall be delivered to the holder hereof within a reasonable time,
        not
        exceeding five (5) business days, after this Warrant shall have been so
        exercised.  The certificates so delivered shall be in such
        denominations as may be requested by the holder hereof and shall be registered
        in the name of such holder or such other name as shall be designated by such
        holder.  If this Warrant shall have been exercised only in part, then,
        unless this Warrant has expired, the Company shall, at its expense, at the
        time
        of delivery of such certificates, deliver to the holder a new Warrant
        representing the number of shares with respect to which this Warrant shall
        not
        then have been exercised.  In addition to all other available remedies
        at law or in equity, if the Company fails to deliver certificates for the
        Warrant Shares within five (5) business days after this Warrant is exercised,
        then the Company shall pay to the holder in cash a penalty (the “Penalty”) equal
        to 2% of the number of Warrant Shares that the holder is entitled to multiplied
        by the Market Price (as hereinafter defined) for each day that the Company
        fails
        to deliver certificates for the Warrant Shares.  For example, if the
        holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00,
        then
        the Company shall pay to the holder $4,000 for each day that the Company
        fails
        to deliver certificates for the Warrant Shares.  The Penalty shall be
        paid to the holder by the fifth day of the month following the month in which
        it
        has accrued.

       

      Notwithstanding
        anything in this Warrant to the contrary, in no event shall the holder of
        this
        Warrant be entitled to exercise a number of Warrants (or portions thereof)
        in
        excess of the number of Warrants (or portions thereof) upon exercise of which
        the sum of (i) the number of shares of Common Stock beneficially owned by
        the
        holder and its affiliates (other than shares of Common Stock which may be
        deemed
        beneficially owned through the ownership of the unexercised Warrants and
        the
        unexercised or unconverted portion of any other securities of the Company
        (including the Notes (as defined in the Securities Purchase Agreement)) subject
        to a limitation on conversion or exercise analogous to the limitation contained
        herein) and (ii) the number of shares of Common Stock issuable upon exercise
        of
        the Warrants (or portions thereof) with respect to which the determination
        described herein is being made, would result in beneficial ownership by the
        holder and its affiliates of more than 4.9% of the outstanding shares of
        Common
        Stock.  For purposes of the immediately preceding sentence, beneficial
        ownership shall be determined in accordance with Section 13(d) of the Securities
        Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except
        as
        otherwise provided in clause (i) of the preceding
        sentence.  Notwithstanding anything to the contrary contained herein,
        the limitation on exercise of this Warrant set forth herein may not be amended
        without (i) the written consent of the holder hereof and the Company and
        (ii)
        the approval of a majority of shareholders of the Company.

       

       

      
        
          
          

        

        
          Page
            1

          
            

          

        

        
          
          

        

      

       

       

      2.  Period
        of
        Exercise.

       

        This
        Warrant is
        exercisable at any time or from time to time on or after the date on which
        this
        Warrant is issued and delivered pursuant to the terms of the Securities Purchase
        Agreement and before 6:00 p.m., New York, New York time on the fifth (5th)
        anniversary of
        the date of issuance (the “Exercise Period”).

       

      3.  Certain
        Agreements of the
        Company.

       

        The
        Company hereby covenants and agrees as follows:

       

      (a)  Shares
        to be Fully
        Paid.  Subject
        to the
        completion of the Charter Amendment Actions (as such term is defined in the
        Securities Purchase Agreement), all Warrant Shares will, upon issuance in
        accordance with the terms of this Warrant, be validly issued, fully paid,
        and
        nonassessable and free from all taxes, liens, and charges with respect to
        the
        issue thereof.

       

      (b)  Reservation
        of
        Shares.  Subject
        to the
        completion of the Charter Amendment Actions, during the Exercise Period,
        the
        Company shall at all times have authorized, and reserved for the purpose
        of
        issuance upon exercise of this Warrant, a suf­ficient number of shares of
        Common Stock to provide for the exercise of this Warrant.

       

      (c)  Listing.  The
        Company shall
        use it best efforts to secure the listing of the shares of Common Stock issuable
        upon exercise of the Warrant upon each national securities exchange or automated
        quotation system, if any, upon which shares of Common Stock are then listed
        (subject to official notice of issuance upon exercise of this Warrant) and
        shall
        maintain, so long as any other shares of Common Stock shall be so listed,
        such
        listing of all shares of Common Stock from time to time issuable upon the
        exercise of this Warrant; and the Company shall so list on each national
        securities exchange or automated quotation system, as the case may be, and
        shall
        maintain such listing of, any other shares of capital stock of the Company
        issuable upon the exercise of this Warrant if and so long as any shares of
        the
        same class shall be listed on such national securities exchange or automated
        quotation system.

       

      (d)  Certain
        Actions
        Prohibited.  The
        Company will
        not, by amendment of its charter or through any re­organi­zation,
        transfer of assets, consolidation, mer­ger, dissolution, issue or sale of
        securities, or any other voluntary action, avoid or seek to avoid the observance
        or performance of any of the terms to be observed or performed by it hereunder,
        but will at all times in good faith assist in the carrying out of all the
        provisions of this Warrant and in the taking of all such action as may
        reasonably be requested by the holder of this Warrant in order to protect
        the
        exercise privilege of the holder of this Warrant against dilu­tion or other
        impairment, consistent with the tenor and purpose of this
        Warrant.  Without limiting the general­ity of the foregoing, the
        Company (i) will not increase the par value of any shares of Common Stock
        receivable upon the exercise of this Warrant above the Exercise Price then
        in
        effect, and (ii) will take all such actions as may be necessary or appropriate
        in order that the Company may validly and legally issue fully paid and
        nonassessable shares of Common Stock upon the exercise of this
        Warrant.

       

      (e)  Successors
        and
        Assigns.  This
        Warrant will
        be binding upon any entity succeeding to the Company by merger, consolidation,
        or acquisition of all or sub­stantially all the Company’s
        assets.

       

      4.  Antidilution
        Provisions.

       

      During
        the Exercise Period, the Exercise Price and the number of Warrant Shares
        shall
        be subject to adjustment from time to time as provided in this Paragraph
        4.

       

      In
        the
        event that any adjustment of the Exercise Price as required herein results
        in a
        fraction of a cent, such Exercise Price shall be rounded up to the nearest
        cent.

       

      
         

        
          
            
            

          

          
            Page
              2

            
              

            

          

          
            
            

          

        

      

       

       

      (a)  Adjustment
        of Exercise Price
        and Number of Shares upon Issuance of Common Stock.  Except
        as
        otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on
        or
        after the date of issuance of this Warrant, the Company issues or sells,
        or in
        accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any
        shares of Common Stock for no consideration or for a consideration per share
        (before deduction of reasonable expenses or commissions or underwriting
        discounts or allowances in connection therewith) less than the Market Price
        on
        the date of issuance (a “Dilutive Issuance”), then immediately upon the Dilutive
        Issuance, the Exercise Price will be reduced to a price determined by
        multiplying the Exercise Price in effect immediately prior to the Dilutive
        Issuance by a fraction, (i) the numerator of which is an amount equal to
        the sum
        of (x) the number of shares of Common Stock actually outstanding immediately
        prior to the Dilutive Issuance, plus (y) the quotient of the aggregate
        consideration, calculated as set forth in Paragraph 4(b) hereof, received
        by the
        Company upon such Dilutive Issuance divided by the Market Price in effect
        immediately prior to the Dilutive Issuance, and (ii) the denominator of which
        is
        the total number of shares of Common Stock Deemed Outstanding (as defined
        below)
        immediately after the Dilutive Issuance.

       

      (b)  Effect
        on Exercise Price of
        Certain Events.  For
        purposes of
        determining the adjusted Exercise Price under Paragraph 4(a) hereof, the
        following will be applicable:

       

      (i)  Issuance
        of Rights or
        Options.  If
        the Company in
        any manner issues or grants any warrants, rights or options, whether or not
        immediately exercisable, to subscribe for or to purchase Common Stock or
        other
        securities convertible into or exchangeable for Common Stock (“Convertible
        Securities”) (such warrants, rights and options to purchase Common Stock or
        Convertible Securities are hereinafter referred to as “Options”) and the price
        per share for which Common Stock is issuable upon the exercise of such Options
        is less than the Market Price on the date of issuance or grant of such Options,
        then the maximum total number of shares of Common Stock issuable upon the
        exercise of all such Options will, as of the date of the issuance or grant
        of
        such Options, be deemed to be outstanding and to have been issued and sold
        by
        the Company for such price per share.  For purposes of the preceding
        sentence, the “price per share for which Common Stock is issuable upon the
        exercise of such Options” is determined by dividing (i) the total amount, if
        any, received or receivable by the Company as consideration for the issuance
        or
        granting of all such Options, plus the minimum aggregate amount of additional
        consideration, if any, payable to the Company upon the exercise of all such
        Options, plus, in the case of Convertible Securities issuable upon the exercise
        of such Options, the minimum aggregate amount of additional consideration
        payable upon the conversion or exchange thereof at the time such Convertible
        Securities first become convertible or exchangeable, by (ii) the maximum
        total
        number of shares of Common Stock issuable upon the exercise of all such Options
        (assuming full conversion of Convertible Securities, if
        applicable).  No further adjustment to the Exercise Price will be made
        upon the actual issuance of such Common Stock upon the exercise of such Options
        or upon the conversion or exchange of Convertible Securities issuable upon
        exercise of such Options.

       

      (ii)  Issuance
        of Convertible
        Securities.  If
        the Company in
        any manner issues or sells any Convertible Securities, whether or not
        immediately convertible (other than where the same are issuable upon the
        exercise of Options) and the price per share for which Common Stock is issuable
        upon such conversion or exchange is less than the Market Price on the date
        of
        issuance, then the maximum total number of shares of Common Stock issuable
        upon
        the conversion or exchange of all such Convertible Securities will, as of
        the
        date of the issuance of such Convertible Securities, be deemed to be outstanding
        and to have been issued and sold by the Company for such price per
        share.  For the purposes of the preceding sentence, the “price per
        share for which Common Stock is issuable upon such conversion or exchange” is
        determined by dividing (i) the total amount, if any, received or receivable
        by
        the Company as consideration for the issuance or sale of all such Convertible
        Securities, plus the minimum aggregate amount of additional consideration,
        if
        any, payable to the Company upon the conversion or exchange thereof at the
        time
        such Convertible Securities first become convertible or exchangeable, by
        (ii)
        the maximum total number of shares of Common Stock issuable upon the conversion
        or exchange of all such Convertible Securities.  No further adjustment
        to the Exercise Price will be made upon the actual issuance of such Common
        Stock
        upon conversion or exchange of such Convertible Securities.

       

      (iii)  Change
        in Option Price or
        Conversion Rate.  If
        there is a
        change at any time in (i) the amount of additional consideration payable
        to the
        Company upon the exercise of any Options; (ii) the amount of additional
        consideration, if any, payable to the Company upon the conversion or exchange
        of
        any Convertible Securities; or (iii) the rate at which any Convertible
        Securities are convertible into or exchangeable for Common Stock (other than
        under or by reason of provisions designed to protect against dilution), the
        Exercise Price in effect at the time of such change will be readjusted to
        the
        Exercise Price which would have been in effect at such time had such Options
        or
        Convertible Securities still outstanding provided for such changed additional
        consideration or changed conversion rate, as the case may be, at the time
        initially granted, issued or sold.

       

      (iv)  Treatment
        of Expired Options
        and Unexercised Convertible Securities.  If,
        in any case,
        the total number of shares of Common Stock issuable upon exercise of any
        Option
        or upon conversion or exchange of any Convertible Securities is not, in fact,
        issued and the rights to exercise such Option or to convert or exchange such
        Convertible Securities shall have expired or terminated, the Exercise Price
        then
        in effect will be readjusted to the Exercise Price which would have been
        in
        effect at the time of such expiration or termination had such Option or
        Convertible Securities, to the extent outstanding immediately prior to such
        expiration or termination (other than in respect of the actual number of
        shares
        of Common Stock issued upon exercise or conversion thereof), never been
        issued.

       

      
         

        
          
            
            

          

          
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      (v)  Calculation
        of Consideration
        Received.  If
        any Common
        Stock, Options or Convertible Securities are issued, granted or sold for
        cash,
        the consideration received therefor for purposes of this Warrant will be
        the
        amount received by the Company therefor, before deduction of reasonable
        commissions, underwriting discounts or allowances or other reasonable expenses
        paid or incurred by the Company in connection with such issuance, grant or
        sale.  In case any Common Stock, Options or Convertible Securities are
        issued or sold for a consideration part or all of which shall be other than
        cash, the amount of the consideration other than cash received by the Company
        will be the fair value of such consideration, except where such consideration
        consists of securities, in which case the amount of consideration received
        by
        the Company will be the Market Price thereof as of the date of
        receipt.  In case any Common Stock, Options or Convertible Securities
        are issued in connection with any acquisition, merger or consolidation in
        which
        the Company is the surviving corporation, the amount of consideration therefor
        will be deemed to be the fair value of such portion of the net assets and
        business of the non-surviving corporation as is attributable to such Common
        Stock, Options or Convertible Securities, as the case may be.  The
        fair value of any consideration other than cash or securities will be determined
        in good faith by the Board of Directors of the Company.

       

      (vi)  Exceptions
        to Adjustment of
        Exercise Price.  No
        adjustment to
        the Exercise Price will be made (i) upon the exercise of any warrants, options
        or convertible securities granted, issued and outstanding on the date of
        issuance of this Warrant; (ii) upon the grant or exercise of any stock or
        options which may hereafter be granted or exercised under any employee benefit
        plan, stock option plan or restricted stock plan of the Company now existing
        or
        to be implemented in the future, so long as the issuance of such stock or
        options is approved by a majority of the independent members of the Board
        of
        Directors of the Company or a majority of the members of a committee of
        independent directors established for such purpose; or (iii) upon the exercise
        of the Warrants.

       

      (c)  Subdivision
        or Combination
        of Common Stock.  If
        the Company at
        any time subdivides (by any stock split, stock dividend, recapitalization,
        reorganization, reclassification or otherwise) the shares of Common Stock
        acquirable hereunder into a greater number of shares, then, after the date
        of
        record for effecting such subdivision, the Exercise Price in effect immediately
        prior to such subdivision will be proportionately reduced.  If the
        Company at any time combines (by reverse stock split, recapitalization,
        reorganization, reclassification or otherwise) the shares of Common Stock
        acquirable hereunder into a smaller number of shares, then, after the date
        of
        record for effecting such combination, the Exercise Price in effect immediately
        prior to such combination will be proportionately increased.

       

      (d)  Adjustment
        in Number of
        Shares.  Upon
        each
        adjustment of the Exercise Price pursuant to the provisions of this Paragraph
        4,
        the number of shares of Common Stock issuable upon exercise of this Warrant
        shall be adjusted by multiplying a number equal to the Exercise Price in
        effect
        immediately prior to such adjustment by the number of shares of Common Stock
        issuable upon exercise of this Warrant immediately prior to such adjustment
        and
        dividing the product so obtained by the adjusted Exercise Price.

       

      (e)  Consolidation,
        Merger or
        Sale.  In
        case of any
        consolidation of the Company with, or merger of the Company into any other
        corporation, or in case of any sale or conveyance of all or substantially
        all of
        the assets of the Company other than in connection with a plan of complete
        liquidation of the Company, then as a condition of such consolidation, merger
        or
        sale or conveyance, adequate provision will be made whereby the holder of
        this
        Warrant will have the right to acquire and receive upon exercise of this
        Warrant
        in lieu of the shares of Common Stock immediately theretofore acquirable
        upon
        the exercise of this Warrant, such shares of stock, securities or assets
        as may
        be issued or payable with respect to or in exchange for the number of shares
        of
        Common Stock immediately theretofore acquirable and receivable upon exercise
        of
        this Warrant had such consolidation, merger or sale or conveyance not taken
        place.  In any such case, the Company will make appropriate provision
        to insure that the provisions of this Paragraph 4 hereof will thereafter
        be
        applicable as nearly as may be in relation to any shares of stock or securities
        thereafter deliverable upon the exercise of this Warrant.  The Company
        will not effect any consolidation, merger or sale or conveyance unless prior
        to
        the consummation thereof, the successor corporation (if other than the Company)
        assumes by written instrument the obligations under this Paragraph 4 and
        the
        obligations to deliver to the holder of this Warrant such shares of stock,
        securities or assets as, in accordance with the foregoing provisions, the
        holder
        may be entitled to acquire.

       

       

      
        
          
          

        

        
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      (f)  Distribution
        of
        Assets.  In
        case the
        Company shall declare or make any distribution of its assets (including cash)
        to
        holders of Common Stock as a partial liquidating dividend, by way of return
        of
        capital or otherwise, then, after the date of record for determining
        shareholders entitled to such distribution, but prior to the date of
        distribution, the holder of this Warrant shall be entitled upon exercise
        of this
        Warrant for the purchase of any or all of the shares of Common Stock subject
        hereto, to receive the amount of such assets which would have been payable
        to
        the holder had such holder been the holder of such shares of Common Stock
        on the
        record date for the determination of shareholders entitled to such
        distribution.

       

      (g)  Notice
        of
        Adjustment.  Upon
        the
        occurrence of any event which requires any adjustment of the Exercise Price,
        then, and in each such case, the Company shall give notice thereof to the
        holder
        of this Warrant, which notice shall state the Exercise Price resulting from
        such
        adjustment and the increase or decrease in the number of Warrant Shares
        purchasable at such price upon exercise, setting forth in reasonable detail
        the
        method of calculation and the facts upon which such calculation is
        based.  Such calculation shall be certified by the Chief Financial
        Officer of the Company.

       

      (h)  Minimum
        Adjustment of
        Exercise Price.  No
        adjustment of
        the Exercise Price shall be made in an amount of less than 1% of the Exercise
        Price in effect at the time such adjustment is otherwise required to be made,
        but any such lesser adjustment shall be carried forward and shall be made
        at the
        time and together with the next subsequent adjustment which, together with
        any
        adjustments so carried forward, shall amount to not less than 1% of such
        Exercise Price.

       

      (i)  No
        Fractional
        Shares.  No
        fractional
        shares of Common Stock are to be issued upon the exercise of this Warrant,
        but
        the Company shall pay a cash adjustment in respect of any fractional share
        which
        would otherwise be issuable in an amount equal to the same fraction of the
        Market Price of a share of Common Stock on the date of such
        exercise.

       

      (j)  Other
        Notices.  In
        case at any
        time:

       

      (i)  the
        Company shall declare any dividend upon the Common Stock payable in shares
        of
        stock of any class or make any other distribution (including dividends or
        distributions payable in cash out of retained earnings) to the holders of
        the
        Common Stock;

       

      (ii)  the
        Company shall offer for subscription pro rata to the holders of the Common
        Stock
        any additional shares of stock of any class or other rights;

       

      (iii)  there
        shall be any capital reorganiza­tion of the Company, or reclassification of
        the Common Stock, or consolidation or merger of the Company with or into,
        or
        sale of all or substan­tially all its assets to, another corporation or
        entity; or

       

      (iv)  there
        shall be a voluntary or involun­tary dissolution, liquidation or winding up
        of the Company;

       

      then,
        in
        each such case, the Company shall give to the holder of this Warrant (a)
        notice
        of the date on which the books of the Company shall close or a record shall
        be
        taken for determining the holders of Common Stock entitled to receive any
        such
        divi­dend, distribution, or subscription rights or for determining the
        holders of Common Stock entitled to vote in respect of any such reorganization,
        reclassification, consolidation, merger, sale, dissolution, liquidation or
        winding-up and (b) in the case of any such reorganization, reclassification,
        consolidation, merger, sale, dissolution, liquidation or winding-up, notice
        of
        the date (or, if not then known, a reasonable approximation thereof by the
        Company) when the same shall take place.  Such notice shall also
        specify the date on which the holders of Common Stock shall be entitled to
        receive such dividend, distribution, or subscription rights or to exchange
        their
        Common Stock for stock or other securities or property deliverable upon such
        reorganization, re­classification, consolidation, merger, sale, dissolution,
        liquidation, or winding-up, as the case may be.  Such notice shall be
        given at least 30 days prior to the record date or the date on which the
        Company’s books are closed in respect thereto.  Failure to give any
        such notice or any defect therein shall not affect the validity of the
        proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

       

       

      
        
          
          

        

        
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      (k)  Certain
        Events.  If
        any event
        occurs of the type contemplated by the adjustment provisions of this Paragraph
        4
        but not expressly provided for by such provisions, the Company will give
        notice
        of such event as provided in Paragraph 4(g) hereof, and the Company’s Board of
        Directors will make an appropriate adjustment in the Exercise Price and the
        number of shares of Common Stock acquirable upon exercise of this Warrant
        so
        that the rights of the holder shall be neither enhanced nor diminished by
        such
        event.

       

      (l)  Certain
        Definitions.

       

      (i)  “Common
        Stock Deemed
        Outstanding” shall
        mean the number of
        shares of Common Stock actually outstanding (not including shares of Common
        Stock held in the treasury of the Company), plus (x) pursuant to Paragraph
        4(b)(i) hereof, the maximum total number of shares of Common Stock issuable
        upon
        the exercise of Options, as of the date of such issuance or grant of such
        Options, if any, and (y) pursuant to Paragraph 4(b)(ii) hereof, the maximum
        total number of shares of Common Stock issuable upon conversion or exchange
        of
        Convertible Securities, as of the date of issuance of such Convertible
        Securities, if any.

       

      (ii)  “Market
        Price,” as
        of any date, (i) means the average of the last reported sale prices for the
        shares of Common Stock on the OTCBB for the five (5) Trading Days immediately
        preceding such date as reported by Bloomberg, or (ii) if the OTCBB is not
        the
        principal trading market for the shares of Common Stock, the average of the
        last
        reported sale prices on the principal trading market for the Common Stock
        during
        the same period as reported by Bloomberg, or (iii) if market value cannot
        be
        calculated as of such date on any of the foregoing bases, the Market Price
        shall
        be the fair market value as reasonably determined in good faith by (a) the
        Board
        of Directors of the Company or, at the option of a majority-in-interest of
        the
        holders of the outstanding Warrants by (b) an independent investment bank
        of
        nationally recognized standing in the valuation of businesses similar to
        the
        business of the corporation. The manner of determining the Market Price of
        the
        Common Stock set forth in the foregoing definition shall apply with respect
        to
        any other security in respect of which a determination as to market value
        must
        be made hereunder.

       

      (iii)  “Common
        Stock,”
        for purposes of this Paragraph 4, includes the Common Stock, par value $.00005
        per share, and any additional class of stock of the Company having no preference
        as to dividends or distributions on liquidation, provided that the shares
        purchasable pursuant to this Warrant shall include only shares of Common
        Stock,
        par value $.00005 per share, in respect of which this Warrant is exercisable,
        or
        shares resulting from any subdivision or combination of such Common Stock,
        or in
        the case of any reorganization, reclassification, consolidation, merger,
        or sale
        of the character referred to in Paragraph 4(e) hereof, the stock or other
        securities or property provided for in such Paragraph.

       

      5.  Issue
        Tax.

       

        The
        issuance of certificates for Warrant Shares upon the exercise of this Warrant
        shall be made without charge to the holder of this Warrant or such shares
        for
        any issuance tax or other costs in respect thereof, provided that the Company
        shall not be required to pay any tax which may be payable in respect of any
        transfer involved in the issuance and delivery of any certificate in a name
        other than the holder of this Warrant.

       

      6.  No
        Rights or Liabilities as
        a Shareholder.

       

        This
        Warrant shall not entitle the holder hereof to any voting rights or other
        rights
        as a shareholder of the Company.  No provision of this Warrant, in the
        absence of affirmative action by the holder hereof to purchase Warrant Shares,
        and no mere enumeration herein of the rights or privileges of the holder
        hereof,
        shall give rise to any liability of such holder for the Exercise Price or
        as a
        shareholder of the Company, whether such liability is asserted by the Company
        or
        by creditors of the Company.

       

      7.  Transfer,
        Exchange, and
        Replacement of Warrant.

       

      (a)  Restriction
        on
        Transfer.  This
        Warrant and
        the rights granted to the holder hereof are transferable, in whole or in
        part,
        upon surrender of this Warrant, together with a properly executed assignment
        in
        the form attached hereto, at the office or agency of the Company referred
        to in
        Paragraph 7(e) below, pro­vided, however, that any transfer or
        assignment shall be subject to the conditions set forth in Paragraph 7(f)
        hereof
        and to the applicable provisions of the Securities Purchase
        Agreement.  Until due presentment for registration of transfer on the
        books of the Company, the Company may treat the registered holder hereof
        as the
        owner and holder hereof for all purposes, and the Company shall not be affected
        by any notice to the con­trary.  Notwithstanding anything to the
        contrary contained herein, the registration rights described in Paragraph
        8 are
        assignable only in accordance with the provisions of that certain Registration
        Rights Agreement, dated October 15, 2007, by and among the Company and the
        other
        signatories thereto (the “Registration Rights Agreement”).

       

       

      
        
          
          

        

        
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      (b)  Warrant
        Exchangeable for
        Different Denomina­tions.  This
        Warrant is
        exchange­able, upon the surrender hereof by the holder hereof at the office
        or agency of the Company referred to in Paragraph 7(e) below, for new Warrants
        of like tenor representing in the aggregate the right to purchase the number
        of
        shares of Common Stock which may be purchased hereunder, each of such new
        Warrants to represent the right to purchase such number of shares as shall
        be
        designated by the holder hereof at the time of such surrender.

       

      (c)  Replacement
        of
        Warrant.  Upon
        receipt of
        evi­dence reasonably satisfactory to the Company of the loss, theft,
        destruction, or mutilation of this Warrant and, in the case of any such loss,
        theft, or destruc­tion, upon delivery of an indemnity agreement
        reason­ably satisfactory in form and amount to the Company, or, in the case
        of any such mutilation, upon surrender and cancellation of this Warrant,
        the
        Company, at its expense, will execute and deliver, in lieu thereof, a new
        Warrant of like tenor.

       

      (d)  Cancellation;
        Payment of
        Expenses.  Upon
        the
        surrender of this Warrant in connection with any trans­fer, exchange, or
        replacement as provided in this Paragraph 7, this Warrant shall be promptly
        canceled by the Company.  The Company shall pay all taxes (other than
        securities transfer taxes) and all other expenses (other than legal expenses,
        if
        any, incurred by the holder or transferees) and charges payable in connection
        with the preparation, execution, and delivery of Warrants pursuant to this
        Paragraph 7.

       

      (e)  Register.  The
        Company shall
        maintain, at its principal executive offices (or such other office or agency
        of
        the Company as it may designate by notice to the holder hereof), a register
        for
        this Warrant, in which the Company shall record the name and address of the
        person in whose name this Warrant has been issued, as well as the name and
        address of each transferee and each prior owner of this Warrant.

       

      (f)  Exercise
        or Transfer Without
        Registration.  If,
        at the time
        of the surrender of this Warrant in connection with any exercise, transfer,
        or
        exchange of this Warrant, this Warrant (or, in the case of any exercise,
        the
        Warrant Shares issuable hereunder), shall not be registered under the Securities
        Act of 1933, as amended (the “Securities Act”) and under applicable state
        securities or blue sky laws, the Company may require, as a condition of allowing
        such exercise, transfer, or exchange, (i) that the holder or transferee of
        this
        Warrant, as the case may be, furnish to the Company a written opinion of
        counsel, which opinion and counsel are acceptable to the Company, to the
        effect
        that such exercise, transfer, or exchange may be made without registration
        under
        said Act and under applicable state securities or blue sky laws, (ii) that
        the
        holder or transferee execute and deliver to the Company an investment letter
        in
        form and substance acceptable to the Company and (iii) that the transferee
        be an
“accredited investor” as defined in Rule 501(a) promulgated under the Securities
        Act; provided that no such opinion, letter or status as an “accredited investor”
shall be required in connection with a transfer pursuant to Rule 144 under
        the
        Securities Act.  The first holder of this Warrant, by taking and
        holding the same, represents to the Company that such holder is acquiring
        this
        Warrant for investment and not with a view to the distribution
        thereof.

       

      8.  Registration
        Rights.

       

      The
        initial holder of this Warrant (and certain assignees thereof) is entitled
        to
        the benefit of such registration rights in respect of the Warrant Shares
        as are
        set forth in Section 2 of the Registration Rights Agreement.

       

      9.  Notices.

       

        All
        notices, requests, and other communications required or permitted to be given
        or
        delivered hereunder to the holder of this Warrant shall be in writing, and
        shall
        be personally delivered, or shall be sent by certified or registered mail
        or by
        recognized overnight mail courier, postage prepaid and addressed, to such
        holder
        at the address shown for such holder on the books of the Company, or at such
        other address as shall have been furnished to the Company by notice from
        such
        holder.  All notices, requests, and other communications required or
        permitted to be given or delivered hereunder to the Company shall be in writing,
        and shall be personally delivered, or shall be sent by certified or registered
        mail or by recognized overnight mail courier, postage prepaid and addressed,
        to
        the office of the Company at 22600 Hall Road, Suite 205, Clinton Township,
        MI
        48036, Attention: Chief Executive Officer, or at such other address as shall
        have been furnished to the holder of this Warrant by notice from the
        Company.  Any such notice, request, or other communication may be sent
        by facsimile, but shall in such case be subsequently confirmed by a writing
        personally delivered or sent by certified or registered mail or by recognized
        overnight mail courier as provided above.  All notices, requests, and
        other communications shall be deemed to have been given either at the time
        of
        the receipt thereof by the person entitled to re­ceive such notice at the
        address of such person for purposes of this Paragraph 9, or, if mailed by
        registered or certified mail or with a recognized overnight mail courier
        upon
        deposit with the United States Post Office or such overnight mail courier,
        if
        postage is prepaid and the mailing is properly addressed, as the case may
        be.

       

       

      
        
          
          

        

        
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      10.  Governing
        Law.

       

        THIS
        WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
        LAWS
        OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
        ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT
        OF
        LAWS.  THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION
        OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT
        TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN
        CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH
        PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
        MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE
        THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE
        DEEMED
        IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH
        SUIT OR
        PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE
        PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH PARTIES AGREE THAT
        A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE
        CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT
        OR IN ANY OTHER LAWFUL MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN
        ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES
        AND
        EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN
        CONNECTION WITH SUCH DISPUTE.

       

      11.  Miscellaneous.

       

      (a)  Amendments.  This
        Warrant and
        any provision hereof may only be amended by an instrument in writing signed
        by
        the Company and the holder hereof.

       

      (b)  Descriptive
        Headings.  The
        descriptive
        headings of the several paragraphs of this Warrant are in­serted for
        purposes of reference only, and shall not affect the meaning or construction
        of
        any of the provisions hereof.

       

      (c)  Cashless
        Exercise.  Notwithstanding
        anything to the contrary contained in this Warrant, if the resale of the
        Warrant
        Shares by the holder is not then registered pursuant to an effective
        registration statement under the Securities Act, this Warrant may be exercised
        by presentation and surrender of this Warrant to the Company at its principal
        executive offices with a written notice of the holder’s intention to effect a
        cashless exercise, including a calculation of the number of shares of Common
        Stock to be issued upon such exercise in accordance with the terms hereof
        (a
“Cashless Exercise”).  In the event of a Cashless Exercise, in lieu of
        paying the Exercise Price in cash, the holder shall surrender this Warrant
        for
        that number of shares of Common Stock determined by multiplying the number
        of
        Warrant Shares to which it would otherwise be entitled by a fraction, the
        numerator of which shall be the difference between the then current Market
        Price
        per share of the Common Stock and the Exercise Price,  and the
        denominator of which shall be the then current Market Price per share of
        Common
        Stock.  For example, if the holder is exercising 100,000 Warrants with
        a per Warrant exercise price of $0.75 per share through a cashless exercise
        when
        the Common Stock’s current Market Price per share is $2.00 per share, then upon
        such Cashless Exercise the holder will receive 62,500 shares of Common
        Stock.

       

      (d)  Remedies.  The
        Company acknowledges that a breach by it of its obligations hereunder will
        cause
        irreparable harm to the holder, by vitiating the intent and purpose of the
        transaction contemplated hereby.  Accordingly, the Company
        acknowledges that the remedy at law for a breach of its obligations under
        this
        Warrant will be inadequate and agrees, in the event of a breach or threatened
        breach by the Company of the provisions of this Warrant, that the holder
        shall
        be entitled, in addition to all other available remedies at law or in equity,
        and in addition to the penalties assessable herein, to an injunction or
        injunctions restraining, preventing or curing any breach of this Warrant
        and to
        enforce specifically the terms and provisions thereof, without the necessity
        of
        showing economic loss and without any bond or other security being
        required.

       

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       

      


       

      
        
          
          

        

        
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            8

          
            

          

        

        
          
          

        

      

      


       

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

       

      MIDNIGHT
        HOLDINGS GROUP,
        INC.

      
 

      By: 
        /s/Nicholas
        Cocco                    


            
                                                                                                                                   
Nicholas Cocco

                                                                                                                                
        Chief Executive Officer

      


       

      


      
        
          
          

        

        
          Page
            9

          
            

          

        

        
          
          

        

      

       

      


       

      FORM
        OF EXERCISE
        AGREEMENT

       

      


       

                                                                                                                                                               
        Dated:  ________ __, 200_

       

      To:           ______________________

       

      The
        undersigned, pursuant to the provisions set forth in the within Warrant,
        hereby
        agrees to purchase ________ shares of Common Stock covered by such Warrant,
        and
        makes pay­ment herewith in full therefor at the price per share provided by
        such Warrant in cash or by certified or official bank check in the amount
        of,
        or, if the resale of such Common Stock by the undersigned is not currently
        registered pursuant to an effective registration statement under the Securities
        Act of 1933, as amended, by surrender of securities issued by the Company
        (including a portion of the Warrant) having a market value (in the case of
        a
        portion of this Warrant, determined in accordance with Section 11(c) of the
        Warrant) equal to $_________.  Please issue a certificate or
        certifi­cates for such shares of Common Stock in the name of and pay any
        cash for any fractional share to:

       

      


       

      Name:                                                        
        

                                                                                                                     
        

                                                                                                                    
        Signature:                                                
 

                                                   
        

                                                                                                                   
        Address:                                                     


                                               
          

                                   
          

                                                                                                                      Note:           The
          above
          signature should correspond 

                                                                                                                                          
          exactly with the name on the face of the 

                                                                                                                                          
          within Warrant, if applicable.

      

      


      
 

       

      and,
        if
        said number of shares of Common Stock shall not be all the shares purchasable
        under the within Warrant, a new Warrant is to be issued in the name of said
        undersigned covering the balance of the shares purchasable thereunder less
        any
        frac­tion of a share paid in cash.

       

       

       

      
        
          
          

        

        
          Page
            10

          
            

          

        

        
          
          

        

      

       

       

      
 

       

      FORM
        OF
        ASSIGNMENT


       

      FOR
        VALUE RECEIVED, the
        undersigned hereby sells, assigns, and transfers all the rights of the
        undersigned under the within Warrant, with respect to the number of shares
        of
        Common Stock covered thereby set forth hereinbelow, to:

      


       

      Name
        of
        Assignee                                                                Address                                                                No
        of
        Shares

       

       

       

      ,
        and
        hereby irrevocably constitutes and appoints ___________________________________
        as agent and attorney-in-fact to transfer said Warrant on the books of the
        within-named corporation, with full power of substitution in the
        premises.

       

      


       

      Dated:       ________
        __, 200_

       

      


       

      In
        the
        presence
        of:                                                                                   
__________________________

       

      Name:          __________________________

       

      Signature:  
        _________________________    
           

       

      Title
        of
        Signing Officer or Agent (if any):

       

                          
        __________________________

       

      Address:    __________________________

        


                          
        _________________________

      


      


      
        	
                 

              	
                Note:

              	
                The
                  above signature should 

                correspond
                  exactly with the 

                name
                  on the face of the within 

                Warrant,
                  if applicable.

              


      

       

       

       

       

      
        
          
          

        

        
          Page
            11

          
            

          

        

        
          
          

        

      

      
         

      

       

       

       

       

       

      
        

        

      

    

     

    
      THIS
        WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
        BEEN
        REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  EXCEPT
        AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED
        AS OF
        OCTOBER 15, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,
        TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION
        STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN
        FORM,
        SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
        TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS
        SOLD
        PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

    

     

    Right
      to
      Purchase 173,400  Shares
      of Common Stock, par value $.00005 per share

     

    STOCK
      PURCHASE
      WARRANT

     

    THIS
      CERTIFIES THAT, for value
      received, AJW Qualified
      Partners, LLC. or its registered assigns, is entitled to purchase from
Midnight Holdings
      Group,
      Inc., a Delaware corporation (the “Company”), at any time or from time to
      time during the period specified in Paragraph 2 hereof, 173,400  fully
      paid and nonassessable shares of the Company’s Common Stock, par value $.00005
      per share (the “Common Stock”), at an exercise price per share equal to $.08
      (the “Exercise Price”).  The term “Warrant Shares,” as used herein,
      refers to the shares of Common Stock purchasable hereunder.  The
      Warrant Shares and the Exercise Price are subject to adjustment as provided
      in
      Paragraph 4 hereof.  The term “Warrants” means this Warrant and the
      other warrants issued pursuant to that certain Securities Purchase Agreement,
      dated October 15, 2007, by and among the Company and the Buyers listed on the
      execution page thereof (the “Securities Purchase Agreement”).

     

    This
      Warrant is subject to the following terms, provisions, and
      conditions:

     

    1.  Manner
      of Exercise; Issuance
      of Certificates; Payment for Shares.

     

    Subject
      to the provisions hereof, this Warrant may be exercised by the holder hereof,
      in
      whole or in part, by the surrender of this Warrant, together with a completed
      exercise agreement in the form attached hereto (the “Exercise Agreement”), to
      the Company during normal business hours on any business day at the Company’s
      principal executive offices (or such other office or agency of the Company
      as it
      may designate by notice to the holder hereof), and upon (i) payment to the
      Company in cash, by certified or offi­cial bank check or by wire transfer
      for the account of the Company of the Exercise Price for the Warrant Shares
      specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares
      by the holder is not then registered pursuant to an effective registration
      statement under the Securities Act of 1933, as amended (the “Securities Act”),
      delivery to the Company of a written notice of an election to effect a “Cashless
      Exercise” (as defined in Section 11(c) below) for the Warrant Shares specified
      in the Exercise Agreement.  The Warrant Shares so purchased shall be
      deemed to be issued to the holder hereof or such holder’s designee, as the
      record owner of such shares, as of the close of business on the date on which
      this Warrant shall have been surrendered, the completed Exercise Agreement
      shall
      have been deliv­ered, and payment shall have been made for such shares as
      set forth above.  Certifi­cates for the Warrant Shares so
      purchased, representing the aggregate number of shares specified in the Exercise
      Agreement, shall be delivered to the holder hereof within a reasonable time,
      not
      exceeding five (5) business days, after this Warrant shall have been so
      exercised.  The certificates so delivered shall be in such
      denominations as may be requested by the holder hereof and shall be registered
      in the name of such holder or such other name as shall be designated by such
      holder.  If this Warrant shall have been exercised only in part, then,
      unless this Warrant has expired, the Company shall, at its expense, at the
      time
      of delivery of such certificates, deliver to the holder a new Warrant
      representing the number of shares with respect to which this Warrant shall
      not
      then have been exercised.  In addition to all other available remedies
      at law or in equity, if the Company fails to deliver certificates for the
      Warrant Shares within five (5) business days after this Warrant is exercised,
      then the Company shall pay to the holder in cash a penalty (the “Penalty”) equal
      to 2% of the number of Warrant Shares that the holder is entitled to multiplied
      by the Market Price (as hereinafter defined) for each day that the Company
      fails
      to deliver certificates for the Warrant Shares.  For example, if the
      holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00,
      then
      the Company shall pay to the holder $4,000 for each day that the Company fails
      to deliver certificates for the Warrant Shares.  The Penalty shall be
      paid to the holder by the fifth day of the month following the month in which
      it
      has accrued.

     

    Notwithstanding
      anything in this Warrant to the contrary, in no event shall the holder of this
      Warrant be entitled to exercise a number of Warrants (or portions thereof)
      in
      excess of the number of Warrants (or portions thereof) upon exercise of which
      the sum of (i) the number of shares of Common Stock beneficially owned by the
      holder and its affiliates (other than shares of Common Stock which may be deemed
      beneficially owned through the ownership of the unexercised Warrants and the
      unexercised or unconverted portion of any other securities of the Company
      (including the Notes (as defined in the Securities Purchase Agreement)) subject
      to a limitation on conversion or exercise analogous to the limitation contained
      herein) and (ii) the number of shares of Common Stock issuable upon exercise
      of
      the Warrants (or portions thereof) with respect to which the determination
      described herein is being made, would result in beneficial ownership by the
      holder and its affiliates of more than 4.9% of the outstanding shares of Common
      Stock.  For purposes of the immediately preceding sentence, beneficial
      ownership shall be determined in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as
      otherwise provided in clause (i) of the preceding
      sentence.  Notwithstanding anything to the contrary contained herein,
      the limitation on exercise of this Warrant set forth herein may not be amended
      without (i) the written consent of the holder hereof and the Company and (ii)
      the approval of a majority of shareholders of the Company.

     

     

    
      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    

     

     

    2.  Period
      of
      Exercise.

     

      This
      Warrant is
      exercisable at any time or from time to time on or after the date on which
      this
      Warrant is issued and delivered pursuant to the terms of the Securities Purchase
      Agreement and before 6:00 p.m., New York, New York time on the fifth (5th)
      anniversary of
      the date of issuance (the “Exercise Period”).

     

    3.  Certain
      Agreements of the
      Company.

     

      The
      Company hereby covenants and agrees as follows:

     

    (a)  Shares
      to be Fully
      Paid.  Subject
      to the
      completion of the Charter Amendment Actions (as such term is defined in the
      Securities Purchase Agreement), all Warrant Shares will, upon issuance in
      accordance with the terms of this Warrant, be validly issued, fully paid, and
      nonassessable and free from all taxes, liens, and charges with respect to the
      issue thereof.

     

    (b)  Reservation
      of
      Shares.  Subject
      to the
      completion of the Charter Amendment Actions, during the Exercise Period, the
      Company shall at all times have authorized, and reserved for the purpose of
      issuance upon exercise of this Warrant, a suf­ficient number of shares of
      Common Stock to provide for the exercise of this Warrant.

     

    (c)  Listing.  The
      Company shall
      use it best efforts to secure the listing of the shares of Common Stock issuable
      upon exercise of the Warrant upon each national securities exchange or automated
      quotation system, if any, upon which shares of Common Stock are then listed
      (subject to official notice of issuance upon exercise of this Warrant) and
      shall
      maintain, so long as any other shares of Common Stock shall be so listed, such
      listing of all shares of Common Stock from time to time issuable upon the
      exercise of this Warrant; and the Company shall so list on each national
      securities exchange or automated quotation system, as the case may be, and
      shall
      maintain such listing of, any other shares of capital stock of the Company
      issuable upon the exercise of this Warrant if and so long as any shares of
      the
      same class shall be listed on such national securities exchange or automated
      quotation system.

     

    (d)  Certain
      Actions
      Prohibited.  The
      Company will
      not, by amendment of its charter or through any re­organi­zation,
      transfer of assets, consolidation, mer­ger, dissolution, issue or sale of
      securities, or any other voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms to be observed or performed by it hereunder,
      but will at all times in good faith assist in the carrying out of all the
      provisions of this Warrant and in the taking of all such action as may
      reasonably be requested by the holder of this Warrant in order to protect the
      exercise privilege of the holder of this Warrant against dilu­tion or other
      impairment, consistent with the tenor and purpose of this
      Warrant.  Without limiting the general­ity of the foregoing, the
      Company (i) will not increase the par value of any shares of Common Stock
      receivable upon the exercise of this Warrant above the Exercise Price then
      in
      effect, and (ii) will take all such actions as may be necessary or appropriate
      in order that the Company may validly and legally issue fully paid and
      nonassessable shares of Common Stock upon the exercise of this
      Warrant.

     

    (e)  Successors
      and
      Assigns.  This
      Warrant will
      be binding upon any entity succeeding to the Company by merger, consolidation,
      or acquisition of all or sub­stantially all the Company’s
      assets.

     

    4.  Antidilution
      Provisions.

     

    During
      the Exercise Period, the Exercise Price and the number of Warrant Shares shall
      be subject to adjustment from time to time as provided in this Paragraph
      4.

     

    In
      the
      event that any adjustment of the Exercise Price as required herein results
      in a
      fraction of a cent, such Exercise Price shall be rounded up to the nearest
      cent.

     

    
       

      
        
          
          

        

        
          Page
            2

          
            

          

        

        
          
          

        

      

    

     

     

    (a)  Adjustment
      of Exercise Price
      and Number of Shares upon Issuance of Common Stock.  Except
      as
      otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or
      after the date of issuance of this Warrant, the Company issues or sells, or
      in
      accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any
      shares of Common Stock for no consideration or for a consideration per share
      (before deduction of reasonable expenses or commissions or underwriting
      discounts or allowances in connection therewith) less than the Market Price
      on
      the date of issuance (a “Dilutive Issuance”), then immediately upon the Dilutive
      Issuance, the Exercise Price will be reduced to a price determined by
      multiplying the Exercise Price in effect immediately prior to the Dilutive
      Issuance by a fraction, (i) the numerator of which is an amount equal to the
      sum
      of (x) the number of shares of Common Stock actually outstanding immediately
      prior to the Dilutive Issuance, plus (y) the quotient of the aggregate
      consideration, calculated as set forth in Paragraph 4(b) hereof, received by
      the
      Company upon such Dilutive Issuance divided by the Market Price in effect
      immediately prior to the Dilutive Issuance, and (ii) the denominator of which
      is
      the total number of shares of Common Stock Deemed Outstanding (as defined below)
      immediately after the Dilutive Issuance.

     

    (b)  Effect
      on Exercise Price of
      Certain Events.  For
      purposes of
      determining the adjusted Exercise Price under Paragraph 4(a) hereof, the
      following will be applicable:

     

    (i)  Issuance
      of Rights or
      Options.  If the
      Company in
      any manner issues or grants any warrants, rights or options, whether or not
      immediately exercisable, to subscribe for or to purchase Common Stock or other
      securities convertible into or exchangeable for Common Stock (“Convertible
      Securities”) (such warrants, rights and options to purchase Common Stock or
      Convertible Securities are hereinafter referred to as “Options”) and the price
      per share for which Common Stock is issuable upon the exercise of such Options
      is less than the Market Price on the date of issuance or grant of such Options,
      then the maximum total number of shares of Common Stock issuable upon the
      exercise of all such Options will, as of the date of the issuance or grant
      of
      such Options, be deemed to be outstanding and to have been issued and sold
      by
      the Company for such price per share.  For purposes of the preceding
      sentence, the “price per share for which Common Stock is issuable upon the
      exercise of such Options” is determined by dividing (i) the total amount, if
      any, received or receivable by the Company as consideration for the issuance
      or
      granting of all such Options, plus the minimum aggregate amount of additional
      consideration, if any, payable to the Company upon the exercise of all such
      Options, plus, in the case of Convertible Securities issuable upon the exercise
      of such Options, the minimum aggregate amount of additional consideration
      payable upon the conversion or exchange thereof at the time such Convertible
      Securities first become convertible or exchangeable, by (ii) the maximum total
      number of shares of Common Stock issuable upon the exercise of all such Options
      (assuming full conversion of Convertible Securities, if
      applicable).  No further adjustment to the Exercise Price will be made
      upon the actual issuance of such Common Stock upon the exercise of such Options
      or upon the conversion or exchange of Convertible Securities issuable upon
      exercise of such Options.

     

    (ii)  Issuance
      of Convertible
      Securities.  If the
      Company in
      any manner issues or sells any Convertible Securities, whether or not
      immediately convertible (other than where the same are issuable upon the
      exercise of Options) and the price per share for which Common Stock is issuable
      upon such conversion or exchange is less than the Market Price on the date
      of
      issuance, then the maximum total number of shares of Common Stock issuable
      upon
      the conversion or exchange of all such Convertible Securities will, as of the
      date of the issuance of such Convertible Securities, be deemed to be outstanding
      and to have been issued and sold by the Company for such price per
      share.  For the purposes of the preceding sentence, the “price per
      share for which Common Stock is issuable upon such conversion or exchange” is
      determined by dividing (i) the total amount, if any, received or receivable
      by
      the Company as consideration for the issuance or sale of all such Convertible
      Securities, plus the minimum aggregate amount of additional consideration,
      if
      any, payable to the Company upon the conversion or exchange thereof at the
      time
      such Convertible Securities first become convertible or exchangeable, by (ii)
      the maximum total number of shares of Common Stock issuable upon the conversion
      or exchange of all such Convertible Securities.  No further adjustment
      to the Exercise Price will be made upon the actual issuance of such Common
      Stock
      upon conversion or exchange of such Convertible Securities.

     

    (iii)  Change
      in Option Price or
      Conversion Rate.  If there
      is a
      change at any time in (i) the amount of additional consideration payable to
      the
      Company upon the exercise of any Options; (ii) the amount of additional
      consideration, if any, payable to the Company upon the conversion or exchange
      of
      any Convertible Securities; or (iii) the rate at which any Convertible
      Securities are convertible into or exchangeable for Common Stock (other than
      under or by reason of provisions designed to protect against dilution), the
      Exercise Price in effect at the time of such change will be readjusted to the
      Exercise Price which would have been in effect at such time had such Options
      or
      Convertible Securities still outstanding provided for such changed additional
      consideration or changed conversion rate, as the case may be, at the time
      initially granted, issued or sold.

     

    (iv)  Treatment
      of Expired Options
      and Unexercised Convertible Securities.  If,
      in any case,
      the total number of shares of Common Stock issuable upon exercise of any Option
      or upon conversion or exchange of any Convertible Securities is not, in fact,
      issued and the rights to exercise such Option or to convert or exchange such
      Convertible Securities shall have expired or terminated, the Exercise Price
      then
      in effect will be readjusted to the Exercise Price which would have been in
      effect at the time of such expiration or termination had such Option or
      Convertible Securities, to the extent outstanding immediately prior to such
      expiration or termination (other than in respect of the actual number of shares
      of Common Stock issued upon exercise or conversion thereof), never been
      issued.

     

    
       

      
        
          
          

        

        
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    (v)  Calculation
      of Consideration
      Received.  If any
      Common
      Stock, Options or Convertible Securities are issued, granted or sold for cash,
      the consideration received therefor for purposes of this Warrant will be the
      amount received by the Company therefor, before deduction of reasonable
      commissions, underwriting discounts or allowances or other reasonable expenses
      paid or incurred by the Company in connection with such issuance, grant or
      sale.  In case any Common Stock, Options or Convertible Securities are
      issued or sold for a consideration part or all of which shall be other than
      cash, the amount of the consideration other than cash received by the Company
      will be the fair value of such consideration, except where such consideration
      consists of securities, in which case the amount of consideration received
      by
      the Company will be the Market Price thereof as of the date of
      receipt.  In case any Common Stock, Options or Convertible Securities
      are issued in connection with any acquisition, merger or consolidation in which
      the Company is the surviving corporation, the amount of consideration therefor
      will be deemed to be the fair value of such portion of the net assets and
      business of the non-surviving corporation as is attributable to such Common
      Stock, Options or Convertible Securities, as the case may be.  The
      fair value of any consideration other than cash or securities will be determined
      in good faith by the Board of Directors of the Company.

     

    (vi)  Exceptions
      to Adjustment of
      Exercise Price.  No adjustment
      to
      the Exercise Price will be made (i) upon the exercise of any warrants, options
      or convertible securities granted, issued and outstanding on the date of
      issuance of this Warrant; (ii) upon the grant or exercise of any stock or
      options which may hereafter be granted or exercised under any employee benefit
      plan, stock option plan or restricted stock plan of the Company now existing
      or
      to be implemented in the future, so long as the issuance of such stock or
      options is approved by a majority of the independent members of the Board of
      Directors of the Company or a majority of the members of a committee of
      independent directors established for such purpose; or (iii) upon the exercise
      of the Warrants.

     

    (c)  Subdivision
      or Combination
      of Common Stock.  If the
      Company at
      any time subdivides (by any stock split, stock dividend, recapitalization,
      reorganization, reclassification or otherwise) the shares of Common Stock
      acquirable hereunder into a greater number of shares, then, after the date
      of
      record for effecting such subdivision, the Exercise Price in effect immediately
      prior to such subdivision will be proportionately reduced.  If the
      Company at any time combines (by reverse stock split, recapitalization,
      reorganization, reclassification or otherwise) the shares of Common Stock
      acquirable hereunder into a smaller number of shares, then, after the date
      of
      record for effecting such combination, the Exercise Price in effect immediately
      prior to such combination will be proportionately increased.

     

    (d)  Adjustment
      in Number of
      Shares.  Upon
      each
      adjustment of the Exercise Price pursuant to the provisions of this Paragraph
      4,
      the number of shares of Common Stock issuable upon exercise of this Warrant
      shall be adjusted by multiplying a number equal to the Exercise Price in effect
      immediately prior to such adjustment by the number of shares of Common Stock
      issuable upon exercise of this Warrant immediately prior to such adjustment
      and
      dividing the product so obtained by the adjusted Exercise Price.

     

    (e)  Consolidation,
      Merger or
      Sale.  In case
      of any
      consolidation of the Company with, or merger of the Company into any other
      corporation, or in case of any sale or conveyance of all or substantially all
      of
      the assets of the Company other than in connection with a plan of complete
      liquidation of the Company, then as a condition of such consolidation, merger
      or
      sale or conveyance, adequate provision will be made whereby the holder of this
      Warrant will have the right to acquire and receive upon exercise of this Warrant
      in lieu of the shares of Common Stock immediately theretofore acquirable upon
      the exercise of this Warrant, such shares of stock, securities or assets as
      may
      be issued or payable with respect to or in exchange for the number of shares
      of
      Common Stock immediately theretofore acquirable and receivable upon exercise
      of
      this Warrant had such consolidation, merger or sale or conveyance not taken
      place.  In any such case, the Company will make appropriate provision
      to insure that the provisions of this Paragraph 4 hereof will thereafter be
      applicable as nearly as may be in relation to any shares of stock or securities
      thereafter deliverable upon the exercise of this Warrant.  The Company
      will not effect any consolidation, merger or sale or conveyance unless prior
      to
      the consummation thereof, the successor corporation (if other than the Company)
      assumes by written instrument the obligations under this Paragraph 4 and the
      obligations to deliver to the holder of this Warrant such shares of stock,
      securities or assets as, in accordance with the foregoing provisions, the holder
      may be entitled to acquire.

     

     

    
      
        
        

      

      
        Page
          4

        
          

        

      

      
        
        

      

    

     

     

    (f)  Distribution
      of
      Assets.  In case
      the
      Company shall declare or make any distribution of its assets (including cash)
      to
      holders of Common Stock as a partial liquidating dividend, by way of return
      of
      capital or otherwise, then, after the date of record for determining
      shareholders entitled to such distribution, but prior to the date of
      distribution, the holder of this Warrant shall be entitled upon exercise of
      this
      Warrant for the purchase of any or all of the shares of Common Stock subject
      hereto, to receive the amount of such assets which would have been payable
      to
      the holder had such holder been the holder of such shares of Common Stock on
      the
      record date for the determination of shareholders entitled to such
      distribution.

     

    (g)  Notice
      of
      Adjustment.  Upon
      the
      occurrence of any event which requires any adjustment of the Exercise Price,
      then, and in each such case, the Company shall give notice thereof to the holder
      of this Warrant, which notice shall state the Exercise Price resulting from
      such
      adjustment and the increase or decrease in the number of Warrant Shares
      purchasable at such price upon exercise, setting forth in reasonable detail
      the
      method of calculation and the facts upon which such calculation is
      based.  Such calculation shall be certified by the Chief Financial
      Officer of the Company.

     

    (h)  Minimum
      Adjustment of
      Exercise Price.  No adjustment
      of
      the Exercise Price shall be made in an amount of less than 1% of the Exercise
      Price in effect at the time such adjustment is otherwise required to be made,
      but any such lesser adjustment shall be carried forward and shall be made at
      the
      time and together with the next subsequent adjustment which, together with
      any
      adjustments so carried forward, shall amount to not less than 1% of such
      Exercise Price.

     

    (i)  No
      Fractional
      Shares.  No fractional
      shares of Common Stock are to be issued upon the exercise of this Warrant,
      but
      the Company shall pay a cash adjustment in respect of any fractional share
      which
      would otherwise be issuable in an amount equal to the same fraction of the
      Market Price of a share of Common Stock on the date of such
      exercise.

     

    (j)  Other
      Notices.  In case
      at any
      time:

     

    (i)  the
      Company shall declare any dividend upon the Common Stock payable in shares
      of
      stock of any class or make any other distribution (including dividends or
      distributions payable in cash out of retained earnings) to the holders of the
      Common Stock;

     

    (ii)  the
      Company shall offer for subscription pro rata to the holders of the Common
      Stock
      any additional shares of stock of any class or other rights;

     

    (iii)  there
      shall be any capital reorganiza­tion of the Company, or reclassification of
      the Common Stock, or consolidation or merger of the Company with or into, or
      sale of all or substan­tially all its assets to, another corporation or
      entity; or

     

    (iv)  there
      shall be a voluntary or involun­tary dissolution, liquidation or winding up
      of the Company;

     

    then,
      in
      each such case, the Company shall give to the holder of this Warrant (a) notice
      of the date on which the books of the Company shall close or a record shall
      be
      taken for determining the holders of Common Stock entitled to receive any such
      divi­dend, distribution, or subscription rights or for determining the
      holders of Common Stock entitled to vote in respect of any such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation or
      winding-up and (b) in the case of any such reorganization, reclassification,
      consolidation, merger, sale, dissolution, liquidation or winding-up, notice
      of
      the date (or, if not then known, a reasonable approximation thereof by the
      Company) when the same shall take place.  Such notice shall also
      specify the date on which the holders of Common Stock shall be entitled to
      receive such dividend, distribution, or subscription rights or to exchange
      their
      Common Stock for stock or other securities or property deliverable upon such
      reorganization, re­classification, consolidation, merger, sale, dissolution,
      liquidation, or winding-up, as the case may be.  Such notice shall be
      given at least 30 days prior to the record date or the date on which the
      Company’s books are closed in respect thereto.  Failure to give any
      such notice or any defect therein shall not affect the validity of the
      proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

     

     

    
      
        
        

      

      
        Page
          5

        
          

        

      

      
        
        

      

    

     

    (k)  Certain
      Events.  If any
      event
      occurs of the type contemplated by the adjustment provisions of this Paragraph
      4
      but not expressly provided for by such provisions, the Company will give notice
      of such event as provided in Paragraph 4(g) hereof, and the Company’s Board of
      Directors will make an appropriate adjustment in the Exercise Price and the
      number of shares of Common Stock acquirable upon exercise of this Warrant so
      that the rights of the holder shall be neither enhanced nor diminished by such
      event.

     

    (l)  Certain
      Definitions.

     

    (i)  “Common
      Stock Deemed
      Outstanding” shall
      mean the number of
      shares of Common Stock actually outstanding (not including shares of Common
      Stock held in the treasury of the Company), plus (x) pursuant to Paragraph
      4(b)(i) hereof, the maximum total number of shares of Common Stock issuable
      upon
      the exercise of Options, as of the date of such issuance or grant of such
      Options, if any, and (y) pursuant to Paragraph 4(b)(ii) hereof, the maximum
      total number of shares of Common Stock issuable upon conversion or exchange
      of
      Convertible Securities, as of the date of issuance of such Convertible
      Securities, if any.

     

    (ii)  “Market
      Price,” as
      of any date, (i) means the average of the last reported sale prices for the
      shares of Common Stock on the OTCBB for the five (5) Trading Days immediately
      preceding such date as reported by Bloomberg, or (ii) if the OTCBB is not the
      principal trading market for the shares of Common Stock, the average of the
      last
      reported sale prices on the principal trading market for the Common Stock during
      the same period as reported by Bloomberg, or (iii) if market value cannot be
      calculated as of such date on any of the foregoing bases, the Market Price
      shall
      be the fair market value as reasonably determined in good faith by (a) the
      Board
      of Directors of the Company or, at the option of a majority-in-interest of
      the
      holders of the outstanding Warrants by (b) an independent investment bank of
      nationally recognized standing in the valuation of businesses similar to the
      business of the corporation. The manner of determining the Market Price of
      the
      Common Stock set forth in the foregoing definition shall apply with respect
      to
      any other security in respect of which a determination as to market value must
      be made hereunder.

     

    (iii)  “Common
      Stock,”
      for purposes of this Paragraph 4, includes the Common Stock, par value $.00005
      per share, and any additional class of stock of the Company having no preference
      as to dividends or distributions on liquidation, provided that the shares
      purchasable pursuant to this Warrant shall include only shares of Common Stock,
      par value $.00005 per share, in respect of which this Warrant is exercisable,
      or
      shares resulting from any subdivision or combination of such Common Stock,
      or in
      the case of any reorganization, reclassification, consolidation, merger, or
      sale
      of the character referred to in Paragraph 4(e) hereof, the stock or other
      securities or property provided for in such Paragraph.

     

    5.  Issue
      Tax.

     

      The
      issuance of certificates for Warrant Shares upon the exercise of this Warrant
      shall be made without charge to the holder of this Warrant or such shares for
      any issuance tax or other costs in respect thereof, provided that the Company
      shall not be required to pay any tax which may be payable in respect of any
      transfer involved in the issuance and delivery of any certificate in a name
      other than the holder of this Warrant.

     

    6.  No
      Rights or Liabilities as
      a Shareholder.

     

      This
      Warrant shall not entitle the holder hereof to any voting rights or other rights
      as a shareholder of the Company.  No provision of this Warrant, in the
      absence of affirmative action by the holder hereof to purchase Warrant Shares,
      and no mere enumeration herein of the rights or privileges of the holder hereof,
      shall give rise to any liability of such holder for the Exercise Price or as
      a
      shareholder of the Company, whether such liability is asserted by the Company
      or
      by creditors of the Company.

     

    7.  Transfer,
      Exchange, and
      Replacement of Warrant.

     

    (a)  Restriction
      on
      Transfer.  This
      Warrant and
      the rights granted to the holder hereof are transferable, in whole or in part,
      upon surrender of this Warrant, together with a properly executed assignment
      in
      the form attached hereto, at the office or agency of the Company referred to
      in
      Paragraph 7(e) below, pro­vided, however, that any transfer or
      assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof
      and to the applicable provisions of the Securities Purchase
      Agreement.  Until due presentment for registration of transfer on the
      books of the Company, the Company may treat the registered holder hereof as
      the
      owner and holder hereof for all purposes, and the Company shall not be affected
      by any notice to the con­trary.  Notwithstanding anything to the
      contrary contained herein, the registration rights described in Paragraph 8
      are
      assignable only in accordance with the provisions of that certain Registration
      Rights Agreement, dated October 15, 2007, by and among the Company and the
      other
      signatories thereto (the “Registration Rights Agreement”).

     

     

    
      
        
        

      

      
        Page
          6

        
          

        

      

      
        
        

      

    

     

     

    (b)  Warrant
      Exchangeable for
      Different Denomina­tions.  This
      Warrant is
      exchange­able, upon the surrender hereof by the holder hereof at the office
      or agency of the Company referred to in Paragraph 7(e) below, for new Warrants
      of like tenor representing in the aggregate the right to purchase the number
      of
      shares of Common Stock which may be purchased hereunder, each of such new
      Warrants to represent the right to purchase such number of shares as shall
      be
      designated by the holder hereof at the time of such surrender.

     

    (c)  Replacement
      of
      Warrant.  Upon
      receipt of
      evi­dence reasonably satisfactory to the Company of the loss, theft,
      destruction, or mutilation of this Warrant and, in the case of any such loss,
      theft, or destruc­tion, upon delivery of an indemnity agreement
      reason­ably satisfactory in form and amount to the Company, or, in the case
      of any such mutilation, upon surrender and cancellation of this Warrant, the
      Company, at its expense, will execute and deliver, in lieu thereof, a new
      Warrant of like tenor.

     

    (d)  Cancellation;
      Payment of
      Expenses.  Upon
      the
      surrender of this Warrant in connection with any trans­fer, exchange, or
      replacement as provided in this Paragraph 7, this Warrant shall be promptly
      canceled by the Company.  The Company shall pay all taxes (other than
      securities transfer taxes) and all other expenses (other than legal expenses,
      if
      any, incurred by the holder or transferees) and charges payable in connection
      with the preparation, execution, and delivery of Warrants pursuant to this
      Paragraph 7.

     

    (e)  Register.  The
      Company shall
      maintain, at its principal executive offices (or such other office or agency
      of
      the Company as it may designate by notice to the holder hereof), a register
      for
      this Warrant, in which the Company shall record the name and address of the
      person in whose name this Warrant has been issued, as well as the name and
      address of each transferee and each prior owner of this Warrant.

     

    (f)  Exercise
      or Transfer Without
      Registration.  If,
      at the time
      of the surrender of this Warrant in connection with any exercise, transfer,
      or
      exchange of this Warrant, this Warrant (or, in the case of any exercise, the
      Warrant Shares issuable hereunder), shall not be registered under the Securities
      Act of 1933, as amended (the “Securities Act”) and under applicable state
      securities or blue sky laws, the Company may require, as a condition of allowing
      such exercise, transfer, or exchange, (i) that the holder or transferee of
      this
      Warrant, as the case may be, furnish to the Company a written opinion of
      counsel, which opinion and counsel are acceptable to the Company, to the effect
      that such exercise, transfer, or exchange may be made without registration
      under
      said Act and under applicable state securities or blue sky laws, (ii) that
      the
      holder or transferee execute and deliver to the Company an investment letter
      in
      form and substance acceptable to the Company and (iii) that the transferee
      be an
“accredited investor” as defined in Rule 501(a) promulgated under the Securities
      Act; provided that no such opinion, letter or status as an “accredited investor”
shall be required in connection with a transfer pursuant to Rule 144 under
      the
      Securities Act.  The first holder of this Warrant, by taking and
      holding the same, represents to the Company that such holder is acquiring this
      Warrant for investment and not with a view to the distribution
      thereof.

     

    8.  Registration
      Rights.

     

    The
      initial holder of this Warrant (and certain assignees thereof) is entitled
      to
      the benefit of such registration rights in respect of the Warrant Shares as
      are
      set forth in Section 2 of the Registration Rights Agreement.

     

    9.  Notices.

     

      All
      notices, requests, and other communications required or permitted to be given
      or
      delivered hereunder to the holder of this Warrant shall be in writing, and
      shall
      be personally delivered, or shall be sent by certified or registered mail or
      by
      recognized overnight mail courier, postage prepaid and addressed, to such holder
      at the address shown for such holder on the books of the Company, or at such
      other address as shall have been furnished to the Company by notice from such
      holder.  All notices, requests, and other communications required or
      permitted to be given or delivered hereunder to the Company shall be in writing,
      and shall be personally delivered, or shall be sent by certified or registered
      mail or by recognized overnight mail courier, postage prepaid and addressed,
      to
      the office of the Company at 22600 Hall Road, Suite 205, Clinton Township,
      MI
      48036, Attention: Chief Executive Officer, or at such other address as shall
      have been furnished to the holder of this Warrant by notice from the
      Company.  Any such notice, request, or other communication may be sent
      by facsimile, but shall in such case be subsequently confirmed by a writing
      personally delivered or sent by certified or registered mail or by recognized
      overnight mail courier as provided above.  All notices, requests, and
      other communications shall be deemed to have been given either at the time
      of
      the receipt thereof by the person entitled to re­ceive such notice at the
      address of such person for purposes of this Paragraph 9, or, if mailed by
      registered or certified mail or with a recognized overnight mail courier upon
      deposit with the United States Post Office or such overnight mail courier,
      if
      postage is prepaid and the mailing is properly addressed, as the case may
      be.

     

     

    
      
        
        

      

      
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          7

        
          

        

      

      
        
        

      

    

     

     

    10.  Governing
      Law.

     

      THIS
      WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS
      OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
      LAWS.  THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION
      OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT
      TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN
      CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH
      PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
      MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE
      THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
      IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT
      OR
      PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE
      PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH PARTIES AGREE THAT
      A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE
      CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT
      OR IN ANY OTHER LAWFUL MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN
      ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND
      EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN
      CONNECTION WITH SUCH DISPUTE.

     

    11.  Miscellaneous.

     

    (a)  Amendments.  This
      Warrant and
      any provision hereof may only be amended by an instrument in writing signed
      by
      the Company and the holder hereof.

     

    (b)  Descriptive
      Headings.  The
      descriptive
      headings of the several paragraphs of this Warrant are in­serted for
      purposes of reference only, and shall not affect the meaning or construction
      of
      any of the provisions hereof.

     

    (c)  Cashless
      Exercise.  Notwithstanding
      anything to the contrary contained in this Warrant, if the resale of the Warrant
      Shares by the holder is not then registered pursuant to an effective
      registration statement under the Securities Act, this Warrant may be exercised
      by presentation and surrender of this Warrant to the Company at its principal
      executive offices with a written notice of the holder’s intention to effect a
      cashless exercise, including a calculation of the number of shares of Common
      Stock to be issued upon such exercise in accordance with the terms hereof (a
      “Cashless Exercise”).  In the event of a Cashless Exercise, in lieu of
      paying the Exercise Price in cash, the holder shall surrender this Warrant
      for
      that number of shares of Common Stock determined by multiplying the number
      of
      Warrant Shares to which it would otherwise be entitled by a fraction, the
      numerator of which shall be the difference between the then current Market
      Price
      per share of the Common Stock and the Exercise Price,  and the
      denominator of which shall be the then current Market Price per share of Common
      Stock.  For example, if the holder is exercising 100,000 Warrants with
      a per Warrant exercise price of $0.75 per share through a cashless exercise
      when
      the Common Stock’s current Market Price per share is $2.00 per share, then upon
      such Cashless Exercise the holder will receive 62,500 shares of Common
      Stock.

     

    (d)  Remedies.  The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable harm to the holder, by vitiating the intent and purpose of the
      transaction contemplated hereby.  Accordingly, the Company
      acknowledges that the remedy at law for a breach of its obligations under this
      Warrant will be inadequate and agrees, in the event of a breach or threatened
      breach by the Company of the provisions of this Warrant, that the holder shall
      be entitled, in addition to all other available remedies at law or in equity,
      and in addition to the penalties assessable herein, to an injunction or
      injunctions restraining, preventing or curing any breach of this Warrant and
      to
      enforce specifically the terms and provisions thereof, without the necessity
      of
      showing economic loss and without any bond or other security being
      required.

     

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    


     

    
      
        
        

      

      
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          8

        
          

        

      

      
        
        

      

    

    


     

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

     

    MIDNIGHT
      HOLDINGS GROUP,
      INC.

    
 

    By: 
      /s/Nicholas
      Cocco                        

                                                                                                                          
      Nicholas Cocco

                                                                                                                          
      Chief Executive Officer

    


     

    


    
      
        
        

      

      
        Page
          9

        
          

        

      

      
        
        

      

    

     

    


     

    FORM
      OF EXERCISE
      AGREEMENT

     

    


     

                                                                                                                                                             
      Dated:  ________ __, 200_

     

    To:           ______________________

     

    The
      undersigned, pursuant to the provisions set forth in the within Warrant, hereby
      agrees to purchase ________ shares of Common Stock covered by such Warrant,
      and
      makes pay­ment herewith in full therefor at the price per share provided by
      such Warrant in cash or by certified or official bank check in the amount of,
      or, if the resale of such Common Stock by the undersigned is not currently
      registered pursuant to an effective registration statement under the Securities
      Act of 1933, as amended, by surrender of securities issued by the Company
      (including a portion of the Warrant) having a market value (in the case of
      a
      portion of this Warrant, determined in accordance with Section 11(c) of the
      Warrant) equal to $_________.  Please issue a certificate or
      certifi­cates for such shares of Common Stock in the name of and pay any
      cash for any fractional share to:

     

    


     

    Name:                                                        
      

                                                                                                                   
      

                                                                                                                  
      Signature:                                                
 

                                                 
      

                                                                                                                 
      Address:                                                     


                                             
        

                                 
        

                                                                                                                    Note:           The
        above
        signature should correspond 

                                                                                                                                        
        exactly with the name on the face of the 

                                                                                                                                        
        within Warrant, if applicable.

    

    


    
 

     

    and,
      if
      said number of shares of Common Stock shall not be all the shares purchasable
      under the within Warrant, a new Warrant is to be issued in the name of said
      undersigned covering the balance of the shares purchasable thereunder less
      any
      frac­tion of a share paid in cash.

     

     

     

    
      
        
        

      

      
        Page
          10

        
          

        

      

      
        
        

      

    

     

     

    
 

     

    FORM
      OF
      ASSIGNMENT


     

    FOR
      VALUE RECEIVED, the
      undersigned hereby sells, assigns, and transfers all the rights of the
      undersigned under the within Warrant, with respect to the number of shares
      of
      Common Stock covered thereby set forth hereinbelow, to:

    


     

    Name
      of
      Assignee                                                                Address                                                                No
      of
      Shares

     

     

     

    ,
      and
      hereby irrevocably constitutes and appoints ___________________________________
      as agent and attorney-in-fact to transfer said Warrant on the books of the
      within-named corporation, with full power of substitution in the
      premises.

     

    


     

    Dated:       ________
      __, 200_

     

    


     

    In
      the
      presence
      of:                                                                                   
__________________________

     

    Name:          __________________________

     

    Signature:  
      _________________________    
           

     

    Title
      of
      Signing Officer or Agent (if any):

     

                        
      __________________________

     

    Address:    __________________________

      


                        
      _________________________

    


    


    
      	
               

            	
              Note:

            	
              The
                above signature should 

              correspond
                exactly with the 

              name
                on the face of the within 

              Warrant,
                if applicable.

            


    

     

     

     

     

    
      
        
        

      

      
        Page
          11

        
          

        

      

      
        
        

      

    

     
       

    

     

     

     

     

     

    
      

      

    

     

    
      THIS
        WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
        BEEN
        REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  EXCEPT
        AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED
        AS OF
        OCTOBER 15, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,
        TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION
        STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN
        FORM,
        SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
        TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS
        SOLD
        PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

    

     

    Right
      to
      Purchase 7,200
      Shares of Common Stock, par value $.00005 per share

     

    STOCK
      PURCHASE
      WARRANT

     

    THIS
      CERTIFIES THAT, for value
      received, AJW New
      Millennium Capital Partners II, LLC.
      or its
      registered assigns, is entitled to purchase from Midnight Holdings Group,
      Inc.,
      a Delaware corporation (the “Company”), at any time or from time to time during
      the period specified in Paragraph 2 hereof, 7,200 fully
      paid and nonassessable shares of the Company’s Common Stock, par value $.00005
      per share (the “Common Stock”), at an exercise price per share equal to $.08
      (the “Exercise Price”).  The term “Warrant Shares,” as used herein,
      refers to the shares of Common Stock purchasable hereunder.  The
      Warrant Shares and the Exercise Price are subject to adjustment as provided
      in
      Paragraph 4 hereof.  The term “Warrants” means this Warrant and the
      other warrants issued pursuant to that certain Securities Purchase Agreement,
      dated October 15, 2007, by and among the Company and the Buyers listed on the
      execution page thereof (the “Securities Purchase Agreement”).

     

    This
      Warrant is subject to the following terms, provisions, and
      conditions:

     

    1.  Manner
      of Exercise; Issuance
      of Certificates; Payment for Shares.

     

    Subject
      to the provisions hereof, this Warrant may be exercised by the holder hereof,
      in
      whole or in part, by the surrender of this Warrant, together with a completed
      exercise agreement in the form attached hereto (the “Exercise Agreement”), to
      the Company during normal business hours on any business day at the Company’s
      principal executive offices (or such other office or agency of the Company
      as it
      may designate by notice to the holder hereof), and upon (i) payment to the
      Company in cash, by certified or offi­cial bank check or by wire transfer
      for the account of the Company of the Exercise Price for the Warrant Shares
      specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares
      by the holder is not then registered pursuant to an effective registration
      statement under the Securities Act of 1933, as amended (the “Securities Act”),
      delivery to the Company of a written notice of an election to effect a “Cashless
      Exercise” (as defined in Section 11(c) below) for the Warrant Shares specified
      in the Exercise Agreement.  The Warrant Shares so purchased shall be
      deemed to be issued to the holder hereof or such holder’s designee, as the
      record owner of such shares, as of the close of business on the date on which
      this Warrant shall have been surrendered, the completed Exercise Agreement
      shall
      have been deliv­ered, and payment shall have been made for such shares as
      set forth above.  Certifi­cates for the Warrant Shares so
      purchased, representing the aggregate number of shares specified in the Exercise
      Agreement, shall be delivered to the holder hereof within a reasonable time,
      not
      exceeding five (5) business days, after this Warrant shall have been so
      exercised.  The certificates so delivered shall be in such
      denominations as may be requested by the holder hereof and shall be registered
      in the name of such holder or such other name as shall be designated by such
      holder.  If this Warrant shall have been exercised only in part, then,
      unless this Warrant has expired, the Company shall, at its expense, at the
      time
      of delivery of such certificates, deliver to the holder a new Warrant
      representing the number of shares with respect to which this Warrant shall
      not
      then have been exercised.  In addition to all other available remedies
      at law or in equity, if the Company fails to deliver certificates for the
      Warrant Shares within five (5) business days after this Warrant is exercised,
      then the Company shall pay to the holder in cash a penalty (the “Penalty”) equal
      to 2% of the number of Warrant Shares that the holder is entitled to multiplied
      by the Market Price (as hereinafter defined) for each day that the Company
      fails
      to deliver certificates for the Warrant Shares.  For example, if the
      holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00,
      then
      the Company shall pay to the holder $4,000 for each day that the Company fails
      to deliver certificates for the Warrant Shares.  The Penalty shall be
      paid to the holder by the fifth day of the month following the month in which
      it
      has accrued.

     

    Notwithstanding
      anything in this Warrant to the contrary, in no event shall the holder of this
      Warrant be entitled to exercise a number of Warrants (or portions thereof)
      in
      excess of the number of Warrants (or portions thereof) upon exercise of which
      the sum of (i) the number of shares of Common Stock beneficially owned by the
      holder and its affiliates (other than shares of Common Stock which may be deemed
      beneficially owned through the ownership of the unexercised Warrants and the
      unexercised or unconverted portion of any other securities of the Company
      (including the Notes (as defined in the Securities Purchase Agreement)) subject
      to a limitation on conversion or exercise analogous to the limitation contained
      herein) and (ii) the number of shares of Common Stock issuable upon exercise
      of
      the Warrants (or portions thereof) with respect to which the determination
      described herein is being made, would result in beneficial ownership by the
      holder and its affiliates of more than 4.9% of the outstanding shares of Common
      Stock.  For purposes of the immediately preceding sentence, beneficial
      ownership shall be determined in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as
      otherwise provided in clause (i) of the preceding
      sentence.  Notwithstanding anything to the contrary contained herein,
      the limitation on exercise of this Warrant set forth herein may not be amended
      without (i) the written consent of the holder hereof and the Company and (ii)
      the approval of a majority of shareholders of the Company.

     

     

    
      
        
        

      

      
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    2.  Period
      of
      Exercise.

     

      This
      Warrant is
      exercisable at any time or from time to time on or after the date on which
      this
      Warrant is issued and delivered pursuant to the terms of the Securities Purchase
      Agreement and before 6:00 p.m., New York, New York time on the fifth (5th)
      anniversary of
      the date of issuance (the “Exercise Period”).

     

    3.  Certain
      Agreements of the
      Company.

     

      The
      Company hereby covenants and agrees as follows:

     

    (a)  Shares
      to be Fully
      Paid.  Subject
      to the
      completion of the Charter Amendment Actions (as such term is defined in the
      Securities Purchase Agreement), all Warrant Shares will, upon issuance in
      accordance with the terms of this Warrant, be validly issued, fully paid, and
      nonassessable and free from all taxes, liens, and charges with respect to the
      issue thereof.

     

    (b)  Reservation
      of
      Shares.  Subject
      to the
      completion of the Charter Amendment Actions, during the Exercise Period, the
      Company shall at all times have authorized, and reserved for the purpose of
      issuance upon exercise of this Warrant, a suf­ficient number of shares of
      Common Stock to provide for the exercise of this Warrant.

     

    (c)  Listing.  The
      Company shall
      use it best efforts to secure the listing of the shares of Common Stock issuable
      upon exercise of the Warrant upon each national securities exchange or automated
      quotation system, if any, upon which shares of Common Stock are then listed
      (subject to official notice of issuance upon exercise of this Warrant) and
      shall
      maintain, so long as any other shares of Common Stock shall be so listed, such
      listing of all shares of Common Stock from time to time issuable upon the
      exercise of this Warrant; and the Company shall so list on each national
      securities exchange or automated quotation system, as the case may be, and
      shall
      maintain such listing of, any other shares of capital stock of the Company
      issuable upon the exercise of this Warrant if and so long as any shares of
      the
      same class shall be listed on such national securities exchange or automated
      quotation system.

     

    (d)  Certain
      Actions
      Prohibited.  The
      Company will
      not, by amendment of its charter or through any re­organi­zation,
      transfer of assets, consolidation, mer­ger, dissolution, issue or sale of
      securities, or any other voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms to be observed or performed by it hereunder,
      but will at all times in good faith assist in the carrying out of all the
      provisions of this Warrant and in the taking of all such action as may
      reasonably be requested by the holder of this Warrant in order to protect the
      exercise privilege of the holder of this Warrant against dilu­tion or other
      impairment, consistent with the tenor and purpose of this
      Warrant.  Without limiting the general­ity of the foregoing, the
      Company (i) will not increase the par value of any shares of Common Stock
      receivable upon the exercise of this Warrant above the Exercise Price then
      in
      effect, and (ii) will take all such actions as may be necessary or appropriate
      in order that the Company may validly and legally issue fully paid and
      nonassessable shares of Common Stock upon the exercise of this
      Warrant.

     

    (e)  Successors
      and
      Assigns.  This
      Warrant will
      be binding upon any entity succeeding to the Company by merger, consolidation,
      or acquisition of all or sub­stantially all the Company’s
      assets.

     

    4.  Antidilution
      Provisions.

     

    During
      the Exercise Period, the Exercise Price and the number of Warrant Shares shall
      be subject to adjustment from time to time as provided in this Paragraph
      4.

     

    In
      the
      event that any adjustment of the Exercise Price as required herein results
      in a
      fraction of a cent, such Exercise Price shall be rounded up to the nearest
      cent.

     

    
       

      
        
          
          

        

        
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            2

          
            

          

        

        
          
          

        

      

    

     

     

    (a)  Adjustment
      of Exercise Price
      and Number of Shares upon Issuance of Common Stock.  Except
      as
      otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or
      after the date of issuance of this Warrant, the Company issues or sells, or
      in
      accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any
      shares of Common Stock for no consideration or for a consideration per share
      (before deduction of reasonable expenses or commissions or underwriting
      discounts or allowances in connection therewith) less than the Market Price
      on
      the date of issuance (a “Dilutive Issuance”), then immediately upon the Dilutive
      Issuance, the Exercise Price will be reduced to a price determined by
      multiplying the Exercise Price in effect immediately prior to the Dilutive
      Issuance by a fraction, (i) the numerator of which is an amount equal to the
      sum
      of (x) the number of shares of Common Stock actually outstanding immediately
      prior to the Dilutive Issuance, plus (y) the quotient of the aggregate
      consideration, calculated as set forth in Paragraph 4(b) hereof, received by
      the
      Company upon such Dilutive Issuance divided by the Market Price in effect
      immediately prior to the Dilutive Issuance, and (ii) the denominator of which
      is
      the total number of shares of Common Stock Deemed Outstanding (as defined below)
      immediately after the Dilutive Issuance.

     

    (b)  Effect
      on Exercise Price of
      Certain Events.  For
      purposes of
      determining the adjusted Exercise Price under Paragraph 4(a) hereof, the
      following will be applicable:

     

    (i)  Issuance
      of Rights or
      Options.  If the
      Company in
      any manner issues or grants any warrants, rights or options, whether or not
      immediately exercisable, to subscribe for or to purchase Common Stock or other
      securities convertible into or exchangeable for Common Stock (“Convertible
      Securities”) (such warrants, rights and options to purchase Common Stock or
      Convertible Securities are hereinafter referred to as “Options”) and the price
      per share for which Common Stock is issuable upon the exercise of such Options
      is less than the Market Price on the date of issuance or grant of such Options,
      then the maximum total number of shares of Common Stock issuable upon the
      exercise of all such Options will, as of the date of the issuance or grant
      of
      such Options, be deemed to be outstanding and to have been issued and sold
      by
      the Company for such price per share.  For purposes of the preceding
      sentence, the “price per share for which Common Stock is issuable upon the
      exercise of such Options” is determined by dividing (i) the total amount, if
      any, received or receivable by the Company as consideration for the issuance
      or
      granting of all such Options, plus the minimum aggregate amount of additional
      consideration, if any, payable to the Company upon the exercise of all such
      Options, plus, in the case of Convertible Securities issuable upon the exercise
      of such Options, the minimum aggregate amount of additional consideration
      payable upon the conversion or exchange thereof at the time such Convertible
      Securities first become convertible or exchangeable, by (ii) the maximum total
      number of shares of Common Stock issuable upon the exercise of all such Options
      (assuming full conversion of Convertible Securities, if
      applicable).  No further adjustment to the Exercise Price will be made
      upon the actual issuance of such Common Stock upon the exercise of such Options
      or upon the conversion or exchange of Convertible Securities issuable upon
      exercise of such Options.

     

    (ii)  Issuance
      of Convertible
      Securities.  If the
      Company in
      any manner issues or sells any Convertible Securities, whether or not
      immediately convertible (other than where the same are issuable upon the
      exercise of Options) and the price per share for which Common Stock is issuable
      upon such conversion or exchange is less than the Market Price on the date
      of
      issuance, then the maximum total number of shares of Common Stock issuable
      upon
      the conversion or exchange of all such Convertible Securities will, as of the
      date of the issuance of such Convertible Securities, be deemed to be outstanding
      and to have been issued and sold by the Company for such price per
      share.  For the purposes of the preceding sentence, the “price per
      share for which Common Stock is issuable upon such conversion or exchange” is
      determined by dividing (i) the total amount, if any, received or receivable
      by
      the Company as consideration for the issuance or sale of all such Convertible
      Securities, plus the minimum aggregate amount of additional consideration,
      if
      any, payable to the Company upon the conversion or exchange thereof at the
      time
      such Convertible Securities first become convertible or exchangeable, by (ii)
      the maximum total number of shares of Common Stock issuable upon the conversion
      or exchange of all such Convertible Securities.  No further adjustment
      to the Exercise Price will be made upon the actual issuance of such Common
      Stock
      upon conversion or exchange of such Convertible Securities.

     

    (iii)  Change
      in Option Price or
      Conversion Rate.  If there
      is a
      change at any time in (i) the amount of additional consideration payable to
      the
      Company upon the exercise of any Options; (ii) the amount of additional
      consideration, if any, payable to the Company upon the conversion or exchange
      of
      any Convertible Securities; or (iii) the rate at which any Convertible
      Securities are convertible into or exchangeable for Common Stock (other than
      under or by reason of provisions designed to protect against dilution), the
      Exercise Price in effect at the time of such change will be readjusted to the
      Exercise Price which would have been in effect at such time had such Options
      or
      Convertible Securities still outstanding provided for such changed additional
      consideration or changed conversion rate, as the case may be, at the time
      initially granted, issued or sold.

     

    (iv)  Treatment
      of Expired Options
      and Unexercised Convertible Securities.  If,
      in any case,
      the total number of shares of Common Stock issuable upon exercise of any Option
      or upon conversion or exchange of any Convertible Securities is not, in fact,
      issued and the rights to exercise such Option or to convert or exchange such
      Convertible Securities shall have expired or terminated, the Exercise Price
      then
      in effect will be readjusted to the Exercise Price which would have been in
      effect at the time of such expiration or termination had such Option or
      Convertible Securities, to the extent outstanding immediately prior to such
      expiration or termination (other than in respect of the actual number of shares
      of Common Stock issued upon exercise or conversion thereof), never been
      issued.

     

    (v)  Calculation
      of Consideration
      Received.  If any
      Common
      Stock, Options or Convertible Securities are issued, granted or sold for cash,
      the consideration received therefor for purposes of this Warrant will be the
      amount received by the Company therefor, before deduction of reasonable
      commissions, underwriting discounts or allowances or other reasonable expenses
      paid or incurred by the Company in connection with such issuance, grant or
      sale.  In case any Common Stock, Options or Convertible Securities are
      issued or sold for a consideration part or all of which shall be other than
      cash, the amount of the consideration other than cash received by the Company
      will be the fair value of such consideration, except where such consideration
      consists of securities, in which case the amount of consideration received
      by
      the Company will be the Market Price thereof as of the date of
      receipt.  In case any Common Stock, Options or Convertible Securities
      are issued in connection with any acquisition, merger or consolidation in which
      the Company is the surviving corporation, the amount of consideration therefor
      will be deemed to be the fair value of such portion of the net assets and
      business of the non-surviving corporation as is attributable to such Common
      Stock, Options or Convertible Securities, as the case may be.  The
      fair value of any consideration other than cash or securities will be determined
      in good faith by the Board of Directors of the Company.

     

    (vi)  Exceptions
      to Adjustment of
      Exercise Price.  No adjustment
      to
      the Exercise Price will be made (i) upon the exercise of any warrants, options
      or convertible securities granted, issued and outstanding on the date of
      issuance of this Warrant; (ii) upon the grant or exercise of any stock or
      options which may hereafter be granted or exercised under any employee benefit
      plan, stock option plan or restricted stock plan of the Company now existing
      or
      to be implemented in the future, so long as the issuance of such stock or
      options is approved by a majority of the independent members of the Board of
      Directors of the Company or a majority of the members of a committee of
      independent directors established for such purpose; or (iii) upon the exercise
      of the Warrants.

     

     

    
      
        
        

      

      
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          3

        
          

        

      

      
        
        

      

    

     

    (c)  Subdivision
      or Combination
      of Common Stock.  If the
      Company at
      any time subdivides (by any stock split, stock dividend, recapitalization,
      reorganization, reclassification or otherwise) the shares of Common Stock
      acquirable hereunder into a greater number of shares, then, after the date
      of
      record for effecting such subdivision, the Exercise Price in effect immediately
      prior to such subdivision will be proportionately reduced.  If the
      Company at any time combines (by reverse stock split, recapitalization,
      reorganization, reclassification or otherwise) the shares of Common Stock
      acquirable hereunder into a smaller number of shares, then, after the date
      of
      record for effecting such combination, the Exercise Price in effect immediately
      prior to such combination will be proportionately increased.

     

    (d)  Adjustment
      in Number of
      Shares.  Upon
      each
      adjustment of the Exercise Price pursuant to the provisions of this Paragraph
      4,
      the number of shares of Common Stock issuable upon exercise of this Warrant
      shall be adjusted by multiplying a number equal to the Exercise Price in effect
      immediately prior to such adjustment by the number of shares of Common Stock
      issuable upon exercise of this Warrant immediately prior to such adjustment
      and
      dividing the product so obtained by the adjusted Exercise Price.

     

    (e)  Consolidation,
      Merger or
      Sale.  In case
      of any
      consolidation of the Company with, or merger of the Company into any other
      corporation, or in case of any sale or conveyance of all or substantially all
      of
      the assets of the Company other than in connection with a plan of complete
      liquidation of the Company, then as a condition of such consolidation, merger
      or
      sale or conveyance, adequate provision will be made whereby the holder of this
      Warrant will have the right to acquire and receive upon exercise of this Warrant
      in lieu of the shares of Common Stock immediately theretofore acquirable upon
      the exercise of this Warrant, such shares of stock, securities or assets as
      may
      be issued or payable with respect to or in exchange for the number of shares
      of
      Common Stock immediately theretofore acquirable and receivable upon exercise
      of
      this Warrant had such consolidation, merger or sale or conveyance not taken
      place.  In any such case, the Company will make appropriate provision
      to insure that the provisions of this Paragraph 4 hereof will thereafter be
      applicable as nearly as may be in relation to any shares of stock or securities
      thereafter deliverable upon the exercise of this Warrant.  The Company
      will not effect any consolidation, merger or sale or conveyance unless prior
      to
      the consummation thereof, the successor corporation (if other than the Company)
      assumes by written instrument the obligations under this Paragraph 4 and the
      obligations to deliver to the holder of this Warrant such shares of stock,
      securities or assets as, in accordance with the foregoing provisions, the holder
      may be entitled to acquire.

     

     

    
      
        
        

      

      
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          4

        
          

        

      

      
        
        

      

    

     

     

    (f)  Distribution
      of
      Assets.  In case
      the
      Company shall declare or make any distribution of its assets (including cash)
      to
      holders of Common Stock as a partial liquidating dividend, by way of return
      of
      capital or otherwise, then, after the date of record for determining
      shareholders entitled to such distribution, but prior to the date of
      distribution, the holder of this Warrant shall be entitled upon exercise of
      this
      Warrant for the purchase of any or all of the shares of Common Stock subject
      hereto, to receive the amount of such assets which would have been payable
      to
      the holder had such holder been the holder of such shares of Common Stock on
      the
      record date for the determination of shareholders entitled to such
      distribution.

     

    (g)  Notice
      of
      Adjustment.  Upon
      the
      occurrence of any event which requires any adjustment of the Exercise Price,
      then, and in each such case, the Company shall give notice thereof to the holder
      of this Warrant, which notice shall state the Exercise Price resulting from
      such
      adjustment and the increase or decrease in the number of Warrant Shares
      purchasable at such price upon exercise, setting forth in reasonable detail
      the
      method of calculation and the facts upon which such calculation is
      based.  Such calculation shall be certified by the Chief Financial
      Officer of the Company.

     

    (h)  Minimum
      Adjustment of
      Exercise Price.  No adjustment
      of
      the Exercise Price shall be made in an amount of less than 1% of the Exercise
      Price in effect at the time such adjustment is otherwise required to be made,
      but any such lesser adjustment shall be carried forward and shall be made at
      the
      time and together with the next subsequent adjustment which, together with
      any
      adjustments so carried forward, shall amount to not less than 1% of such
      Exercise Price.

     

    (i)  No
      Fractional
      Shares.  No fractional
      shares of Common Stock are to be issued upon the exercise of this Warrant,
      but
      the Company shall pay a cash adjustment in respect of any fractional share
      which
      would otherwise be issuable in an amount equal to the same fraction of the
      Market Price of a share of Common Stock on the date of such
      exercise.

     

    (j)  Other
      Notices.  In case
      at any
      time:

     

    (i)  the
      Company shall declare any dividend upon the Common Stock payable in shares
      of
      stock of any class or make any other distribution (including dividends or
      distributions payable in cash out of retained earnings) to the holders of the
      Common Stock;

     

    (ii)  the
      Company shall offer for subscription pro rata to the holders of the Common
      Stock
      any additional shares of stock of any class or other rights;

     

    (iii)  there
      shall be any capital reorganiza­tion of the Company, or reclassification of
      the Common Stock, or consolidation or merger of the Company with or into, or
      sale of all or substan­tially all its assets to, another corporation or
      entity; or

     

    (iv)  there
      shall be a voluntary or involun­tary dissolution, liquidation or winding up
      of the Company;

     

    then,
      in
      each such case, the Company shall give to the holder of this Warrant (a) notice
      of the date on which the books of the Company shall close or a record shall
      be
      taken for determining the holders of Common Stock entitled to receive any such
      divi­dend, distribution, or subscription rights or for determining the
      holders of Common Stock entitled to vote in respect of any such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation or
      winding-up and (b) in the case of any such reorganization, reclassification,
      consolidation, merger, sale, dissolution, liquidation or winding-up, notice
      of
      the date (or, if not then known, a reasonable approximation thereof by the
      Company) when the same shall take place.  Such notice shall also
      specify the date on which the holders of Common Stock shall be entitled to
      receive such dividend, distribution, or subscription rights or to exchange
      their
      Common Stock for stock or other securities or property deliverable upon such
      reorganization, re­classification, consolidation, merger, sale, dissolution,
      liquidation, or winding-up, as the case may be.  Such notice shall be
      given at least 30 days prior to the record date or the date on which the
      Company’s books are closed in respect thereto.  Failure to give any
      such notice or any defect therein shall not affect the validity of the
      proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

     

     

    
      
        
        

      

      
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    (k)  Certain
      Events.  If any
      event
      occurs of the type contemplated by the adjustment provisions of this Paragraph
      4
      but not expressly provided for by such provisions, the Company will give notice
      of such event as provided in Paragraph 4(g) hereof, and the Company’s Board of
      Directors will make an appropriate adjustment in the Exercise Price and the
      number of shares of Common Stock acquirable upon exercise of this Warrant so
      that the rights of the holder shall be neither enhanced nor diminished by such
      event.

     

    (l)  Certain
      Definitions.

     

    (i)  “Common
      Stock Deemed
      Outstanding” shall
      mean the number of
      shares of Common Stock actually outstanding (not including shares of Common
      Stock held in the treasury of the Company), plus (x) pursuant to Paragraph
      4(b)(i) hereof, the maximum total number of shares of Common Stock issuable
      upon
      the exercise of Options, as of the date of such issuance or grant of such
      Options, if any, and (y) pursuant to Paragraph 4(b)(ii) hereof, the maximum
      total number of shares of Common Stock issuable upon conversion or exchange
      of
      Convertible Securities, as of the date of issuance of such Convertible
      Securities, if any.

     

    (ii)  “Market
      Price,” as
      of any date, (i) means the average of the last reported sale prices for the
      shares of Common Stock on the OTCBB for the five (5) Trading Days immediately
      preceding such date as reported by Bloomberg, or (ii) if the OTCBB is not the
      principal trading market for the shares of Common Stock, the average of the
      last
      reported sale prices on the principal trading market for the Common Stock during
      the same period as reported by Bloomberg, or (iii) if market value cannot be
      calculated as of such date on any of the foregoing bases, the Market Price
      shall
      be the fair market value as reasonably determined in good faith by (a) the
      Board
      of Directors of the Company or, at the option of a majority-in-interest of
      the
      holders of the outstanding Warrants by (b) an independent investment bank of
      nationally recognized standing in the valuation of businesses similar to the
      business of the corporation. The manner of determining the Market Price of
      the
      Common Stock set forth in the foregoing definition shall apply with respect
      to
      any other security in respect of which a determination as to market value must
      be made hereunder.

     

    (iii)  “Common
      Stock,”
      for purposes of this Paragraph 4, includes the Common Stock, par value $.00005
      per share, and any additional class of stock of the Company having no preference
      as to dividends or distributions on liquidation, provided that the shares
      purchasable pursuant to this Warrant shall include only shares of Common Stock,
      par value $.00005 per share, in respect of which this Warrant is exercisable,
      or
      shares resulting from any subdivision or combination of such Common Stock,
      or in
      the case of any reorganization, reclassification, consolidation, merger, or
      sale
      of the character referred to in Paragraph 4(e) hereof, the stock or other
      securities or property provided for in such Paragraph.

     

    5.  Issue
      Tax.

     

      The
      issuance of certificates for Warrant Shares upon the exercise of this Warrant
      shall be made without charge to the holder of this Warrant or such shares for
      any issuance tax or other costs in respect thereof, provided that the Company
      shall not be required to pay any tax which may be payable in respect of any
      transfer involved in the issuance and delivery of any certificate in a name
      other than the holder of this Warrant.

     

    6.  No
      Rights or Liabilities as
      a Shareholder.

     

      This
      Warrant shall not entitle the holder hereof to any voting rights or other rights
      as a shareholder of the Company.  No provision of this Warrant, in the
      absence of affirmative action by the holder hereof to purchase Warrant Shares,
      and no mere enumeration herein of the rights or privileges of the holder hereof,
      shall give rise to any liability of such holder for the Exercise Price or as
      a
      shareholder of the Company, whether such liability is asserted by the Company
      or
      by creditors of the Company.

     

    7.  Transfer,
      Exchange, and
      Replacement of Warrant.

     

    (a)  Restriction
      on
      Transfer.  This
      Warrant and
      the rights granted to the holder hereof are transferable, in whole or in part,
      upon surrender of this Warrant, together with a properly executed assignment
      in
      the form attached hereto, at the office or agency of the Company referred to
      in
      Paragraph 7(e) below, pro­vided, however, that any transfer or
      assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof
      and to the applicable provisions of the Securities Purchase
      Agreement.  Until due presentment for registration of transfer on the
      books of the Company, the Company may treat the registered holder hereof as
      the
      owner and holder hereof for all purposes, and the Company shall not be affected
      by any notice to the con­trary.  Notwithstanding anything to the
      contrary contained herein, the registration rights described in Paragraph 8
      are
      assignable only in accordance with the provisions of that certain Registration
      Rights Agreement, dated October 15, 2007, by and among the Company and the
      other
      signatories thereto (the “Registration Rights Agreement”).

     

     

    
      
        
        

      

      
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    (b)  Warrant
      Exchangeable for
      Different Denomina­tions.  This
      Warrant is
      exchange­able, upon the surrender hereof by the holder hereof at the office
      or agency of the Company referred to in Paragraph 7(e) below, for new Warrants
      of like tenor representing in the aggregate the right to purchase the number
      of
      shares of Common Stock which may be purchased hereunder, each of such new
      Warrants to represent the right to purchase such number of shares as shall
      be
      designated by the holder hereof at the time of such surrender.

     

    (c)  Replacement
      of
      Warrant.  Upon
      receipt of
      evi­dence reasonably satisfactory to the Company of the loss, theft,
      destruction, or mutilation of this Warrant and, in the case of any such loss,
      theft, or destruc­tion, upon delivery of an indemnity agreement
      reason­ably satisfactory in form and amount to the Company, or, in the case
      of any such mutilation, upon surrender and cancellation of this Warrant, the
      Company, at its expense, will execute and deliver, in lieu thereof, a new
      Warrant of like tenor.

     

    (d)  Cancellation;
      Payment of
      Expenses.  Upon
      the
      surrender of this Warrant in connection with any trans­fer, exchange, or
      replacement as provided in this Paragraph 7, this Warrant shall be promptly
      canceled by the Company.  The Company shall pay all taxes (other than
      securities transfer taxes) and all other expenses (other than legal expenses,
      if
      any, incurred by the holder or transferees) and charges payable in connection
      with the preparation, execution, and delivery of Warrants pursuant to this
      Paragraph 7.

     

    (e)  Register.  The
      Company shall
      maintain, at its principal executive offices (or such other office or agency
      of
      the Company as it may designate by notice to the holder hereof), a register
      for
      this Warrant, in which the Company shall record the name and address of the
      person in whose name this Warrant has been issued, as well as the name and
      address of each transferee and each prior owner of this Warrant.

     

    (f)  Exercise
      or Transfer Without
      Registration.  If,
      at the time
      of the surrender of this Warrant in connection with any exercise, transfer,
      or
      exchange of this Warrant, this Warrant (or, in the case of any exercise, the
      Warrant Shares issuable hereunder), shall not be registered under the Securities
      Act of 1933, as amended (the “Securities Act”) and under applicable state
      securities or blue sky laws, the Company may require, as a condition of allowing
      such exercise, transfer, or exchange, (i) that the holder or transferee of
      this
      Warrant, as the case may be, furnish to the Company a written opinion of
      counsel, which opinion and counsel are acceptable to the Company, to the effect
      that such exercise, transfer, or exchange may be made without registration
      under
      said Act and under applicable state securities or blue sky laws, (ii) that
      the
      holder or transferee execute and deliver to the Company an investment letter
      in
      form and substance acceptable to the Company and (iii) that the transferee
      be an
“accredited investor” as defined in Rule 501(a) promulgated under the Securities
      Act; provided that no such opinion, letter or status as an “accredited investor”
shall be required in connection with a transfer pursuant to Rule 144 under
      the
      Securities Act.  The first holder of this Warrant, by taking and
      holding the same, represents to the Company that such holder is acquiring this
      Warrant for investment and not with a view to the distribution
      thereof.

     

    8.  Registration
      Rights.

     

    The
      initial holder of this Warrant (and certain assignees thereof) is entitled
      to
      the benefit of such registration rights in respect of the Warrant Shares as
      are
      set forth in Section 2 of the Registration Rights Agreement.

     

    9.  Notices.

     

      All
      notices, requests, and other communications required or permitted to be given
      or
      delivered hereunder to the holder of this Warrant shall be in writing, and
      shall
      be personally delivered, or shall be sent by certified or registered mail or
      by
      recognized overnight mail courier, postage prepaid and addressed, to such holder
      at the address shown for such holder on the books of the Company, or at such
      other address as shall have been furnished to the Company by notice from such
      holder.  All notices, requests, and other communications required or
      permitted to be given or delivered hereunder to the Company shall be in writing,
      and shall be personally delivered, or shall be sent by certified or registered
      mail or by recognized overnight mail courier, postage prepaid and addressed,
      to
      the office of the Company at 22600 Hall Road, Suite 205, Clinton Township,
      MI
      48036, Attention: Chief Executive Officer, or at such other address as shall
      have been furnished to the holder of this Warrant by notice from the
      Company.  Any such notice, request, or other communication may be sent
      by facsimile, but shall in such case be subsequently confirmed by a writing
      personally delivered or sent by certified or registered mail or by recognized
      overnight mail courier as provided above.  All notices, requests, and
      other communications shall be deemed to have been given either at the time
      of
      the receipt thereof by the person entitled to re­ceive such notice at the
      address of such person for purposes of this Paragraph 9, or, if mailed by
      registered or certified mail or with a recognized overnight mail courier upon
      deposit with the United States Post Office or such overnight mail courier,
      if
      postage is prepaid and the mailing is properly addressed, as the case may
      be.

     

     

    
      
        
        

      

      
        Page
          7

        
          

        

      

      
        
        

      

    

     

     

    10.  Governing
      Law.

     

      THIS
      WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS
      OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
      LAWS.  THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION
      OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT
      TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN
      CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH
      PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
      MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE
      THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
      IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT
      OR
      PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE
      PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH PARTIES AGREE THAT
      A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE
      CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT
      OR IN ANY OTHER LAWFUL MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN
      ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND
      EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN
      CONNECTION WITH SUCH DISPUTE.

     

    11.  Miscellaneous.

     

    (a)  Amendments.  This
      Warrant and
      any provision hereof may only be amended by an instrument in writing signed
      by
      the Company and the holder hereof.

     

    (b)  Descriptive
      Headings.  The
      descriptive
      headings of the several paragraphs of this Warrant are in­serted for
      purposes of reference only, and shall not affect the meaning or construction
      of
      any of the provisions hereof.

     

    (c)  Cashless
      Exercise.  Notwithstanding
      anything to the contrary contained in this Warrant, if the resale of the Warrant
      Shares by the holder is not then registered pursuant to an effective
      registration statement under the Securities Act, this Warrant may be exercised
      by presentation and surrender of this Warrant to the Company at its principal
      executive offices with a written notice of the holder’s intention to effect a
      cashless exercise, including a calculation of the number of shares of Common
      Stock to be issued upon such exercise in accordance with the terms hereof (a
      “Cashless Exercise”).  In the event of a Cashless Exercise, in lieu of
      paying the Exercise Price in cash, the holder shall surrender this Warrant
      for
      that number of shares of Common Stock determined by multiplying the number
      of
      Warrant Shares to which it would otherwise be entitled by a fraction, the
      numerator of which shall be the difference between the then current Market
      Price
      per share of the Common Stock and the Exercise Price,  and the
      denominator of which shall be the then current Market Price per share of Common
      Stock.  For example, if the holder is exercising 100,000 Warrants with
      a per Warrant exercise price of $0.75 per share through a cashless exercise
      when
      the Common Stock’s current Market Price per share is $2.00 per share, then upon
      such Cashless Exercise the holder will receive 62,500 shares of Common
      Stock.

     

    (d)  Remedies.  The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable harm to the holder, by vitiating the intent and purpose of the
      transaction contemplated hereby.  Accordingly, the Company
      acknowledges that the remedy at law for a breach of its obligations under this
      Warrant will be inadequate and agrees, in the event of a breach or threatened
      breach by the Company of the provisions of this Warrant, that the holder shall
      be entitled, in addition to all other available remedies at law or in equity,
      and in addition to the penalties assessable herein, to an injunction or
      injunctions restraining, preventing or curing any breach of this Warrant and
      to
      enforce specifically the terms and provisions thereof, without the necessity
      of
      showing economic loss and without any bond or other security being
      required.

     

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    


     

    
      
        
        

      

      
        Page
          8

        
          

        

      

      
        
        

      

    

    


     

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

     

    MIDNIGHT
      HOLDINGS GROUP,
      INC.

    
 

    By:  
      /s/Nicholas
      Cocco           
 

                                               Nicholas
      Cocco

                                                                                                                                       Chief
      Executive Officer

    


     

    


    
      
        
        

      

      
        Page
          9

        
          

        

      

      
        
        

      

    

     

    


     

    FORM
      OF EXERCISE
      AGREEMENT

     

    


     

                                                                                                                                                             
      Dated:  ________ __, 200_

     

    To:           ______________________

     

    The
      undersigned, pursuant to the provisions set forth in the within Warrant, hereby
      agrees to purchase ________ shares of Common Stock covered by such Warrant,
      and
      makes pay­ment herewith in full therefor at the price per share provided by
      such Warrant in cash or by certified or official bank check in the amount of,
      or, if the resale of such Common Stock by the undersigned is not currently
      registered pursuant to an effective registration statement under the Securities
      Act of 1933, as amended, by surrender of securities issued by the Company
      (including a portion of the Warrant) having a market value (in the case of
      a
      portion of this Warrant, determined in accordance with Section 11(c) of the
      Warrant) equal to $_________.  Please issue a certificate or
      certifi­cates for such shares of Common Stock in the name of and pay any
      cash for any fractional share to:

     

    


     

    Name:                                                        
      

                                                                                                                   
      

                                                                                                                  
      Signature:                                                
 

                                                 
      

                                                                                                                 
      Address:                                                     


                                             
        

                                 
        

                                                                                                                    Note:           The
        above
        signature should correspond 

                                                                                                                                        
        exactly with the name on the face of the 

                                                                                                                                        
        within Warrant, if applicable.

    

    


    
 

     

    and,
      if
      said number of shares of Common Stock shall not be all the shares purchasable
      under the within Warrant, a new Warrant is to be issued in the name of said
      undersigned covering the balance of the shares purchasable thereunder less
      any
      frac­tion of a share paid in cash.

     

     

     

    
      
        
        

      

      
        Page
          10

        
          

        

      

      
        
        

      

    

     

     

    
 

     

    FORM
      OF
      ASSIGNMENT


     

    FOR
      VALUE RECEIVED, the
      undersigned hereby sells, assigns, and transfers all the rights of the
      undersigned under the within Warrant, with respect to the number of shares
      of
      Common Stock covered thereby set forth hereinbelow, to:

    


     

    Name
      of
      Assignee                                                                Address                                                                No
      of
      Shares

     

     

     

    ,
      and
      hereby irrevocably constitutes and appoints ___________________________________
      as agent and attorney-in-fact to transfer said Warrant on the books of the
      within-named corporation, with full power of substitution in the
      premises.

     

    


     

    Dated:       ________
      __, 200_

     

    


     

    In
      the
      presence
      of:                                                                                   
__________________________

     

    Name:          __________________________

     

    Signature:  
      _________________________    
           

     

    Title
      of
      Signing Officer or Agent (if any):

     

                        
      __________________________

     

    Address:    __________________________

      


                        
      _________________________

    


    


    
      	
               

            	
              Note:

            	
              The
                above signature should 

              correspond
                exactly with the 

              name
                on the face of the within 

              Warrant,
                if applicable.

            


    

     

     

     

     

    Page
      11