EXHIBIT
      B

     

    NEITHER
      THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE
      BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
      MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY
      AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN
      CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
      SECURITIES.

    


    ADDITIONAL
      INVESTMENT RIGHT

    


    STATMON
      TECHNOLOGIES CORP.

     

    To
      Purchase $________ Principal Amount 

    of
      Senior
      Secured Convertible Debentures 

    and
      Warrants

     

    Initial
      Exercise Date: March 5, 2008

     

    THIS
      ADDITIONAL INVESTMENT RIGHT (the “AIR”)
      certifies that, for value received, _____________ (the “Holder”)
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date hereof (the
      “Initial
      Exercise Date”)
      and on
      or prior to the close of business on the 270th
      day from
      the date of the Purchase Agreement (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Statmon Technologies Corp.,
      a
      Nevada corporation (the “Company”),
      up to
      $_____________ principal amount of Original Issue Discount Senior Secured
      Convertible Debentures (the “AIR
      Debenture”)
      and
      warrants to purchase shares of Common Stock of the Company as described herein
      at an exercise price of $1.20 per share (the “AIR
      Warrant Exercise Price”)
      (subject to adjustment hereunder and thereunder) (the “AIR
      Warrant”).
      Subject to the terms and conditions hereof, upon the purchase hereunder of
      an
      AIR Debenture, the Holder shall receive a warrant to purchase a number of shares
      of Common Stock equal to 100% of the shares of Common Stock issuable upon
      conversion of such AIR Debenture based upon the Conversion Price as of the
      date
      hereof. The initial conversion price of the AIR Debenture shall be equal to
      $___1,
      subject
      to adjustment thereunder and hereunder (“AIR
      Debenture Conversion Price”).
      The
      AIR Debenture and AIR Warrant shall be in the form of the Debenture and Warrants
      (with the same rights, privileges and preferences set forth in the Transaction
      Documents, including without limitation, the Debenture) issued pursuant to
      the
      Purchase Agreement, mutatis mutandis. The AIR Debenture and the AIR Warrant
      shall be collectively referred to as the “AIR
      Securities.”
The
      AIR Warrant Exercise Price and the AIR Debenture Conversion Price shall be
      collectively referred to herein as the “AIR
      Conversion Price.”
The
      shares of Common Stock underlying the AIR Debentures and the AIR Warrant shall
      be collectively referred to herein as the “AIR
      Conversion Shares.”

     

      
        

      

    

    1
      The
      lesser of (y) the then Conversion Price of the Debenture and (z)
      $0.9824.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      1. Definitions.
      Capitalized terms used and not otherwise defined herein shall have the meanings
      set forth in that certain Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated
      March 5, 2008, among the Company and the purchasers signatory
      thereto.

     

    Section
      2. Exercise.

     

    a) Exercise
      of AIR.
      Subject
      to the terms and conditions contained herein, exercise of the purchase rights
      represented by this AIR may be made at any time or times on or after the Initial
      Exercise Date and on or before the Termination Date by delivery to the Company
      of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto
      (or such other office or agency of the Company as it may designate by notice
      in
      writing to the registered Holder at the address of such Holder appearing on
      the
      books of the Company) and the payment of the aggregate principal amount of
      the
      AIR Debentures thereby purchased by wire transfer or cashier’s check drawn on a
      United States bank. Subject to the terms and conditions contained herein, upon
      exercise of the AIR, the Company shall issue an AIR Debenture with a principal
      amount equal to the amount paid by the Holder and the AIR Warrant to purchase
      a
      number of shares of Common Stock equal to 100% of the shares of Common Stock
      issuable upon conversion of such AIR Debenture.

     

    b) Mechanics
      of Exercise.
      

     

    i. Delivery
      of Certificates Upon Exercise.
      Certificates for the AIR Securities purchased hereunder shall delivered to
      the
      Holder within three (3) Trading Days from the delivery to the Company of the
      Notice of Exercise Form, surrender of this AIR and payment of the principal
      amount as set forth above (“AIR
      Security Delivery Date”).
      This
      AIR shall be deemed to have been exercised on the date the payment of the
      principal amount is received by the Company. The AIR Securities shall be deemed
      to have been issued, and Holder or any other person so designated to be named
      therein shall be deemed to have become a holder of record of such shares for
      all
      purposes, as of the date the AIR has been exercised by payment to the Company
      of
      the principal amount and all taxes required to be paid by the Holder, if any,
      pursuant to Section 2(e)(vi) prior to the issuance of such security, have been
      paid. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    ii. Delivery
      of New AIRs Upon Exercise.
      If this
      AIR shall have been exercised in part, the Company shall, at the request of
      a
      Holder and upon surrender of this AIR certificate, at the time of delivery
      of
      the certificate or certificates representing AIR Securities, deliver to Holder
      a
      new AIR evidencing the rights of Holder to purchase the unpurchased AIR
      Securities called for by this AIR, which new AIR shall in all other respects
      be
      identical with this AIR.

     

    iii. Rescission
      Rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the AIR Securities pursuant to this
      Section 2(e)(i) by the AIR Security Delivery Date, then the Holder will have
      the
      right to rescind such exercise.

     

    iv. No
      Fractional Shares or Scrip.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this AIR. As to any fraction of a share which Holder would
      otherwise be entitled to purchase upon such exercise, the Company shall at
      its
      election, either pay a cash adjustment in respect of such final fraction in
      an
      amount equal to such fraction multiplied by the AIR Conversion Price or round
      up
      to the next whole share.

     

    v. Charges,
      Taxes and Expenses.
      Issuance of certificates for AIR Securities shall be made without charge to
      the
      Holder for any issue or transfer tax or other incidental expense in respect
      of
      the issuance of such certificate, all of which taxes and expenses shall be
      paid
      by the Company, and such certificates shall be issued in the name of the Holder
      or in such name or names as may be directed by the Holder; provided,
      however,
      that in
      the event certificates for AIR Securities are to be issued in a name other
      than
      the name of the Holder, this AIR when surrendered for exercise shall be
      accompanied by the Assignment Form attached hereto duly executed by the Holder;
      and the Company may require, as a condition thereto, the payment of a sum
      sufficient to reimburse it for any transfer tax incidental thereto.

     

    vi. Closing
      of Books.
      The
      Company will not close its stockholder books or records in any manner which
      prevents the timely exercise of this AIR, pursuant to the terms hereof or the
      conversion of the AIR Securities.

     

    Section
      3. Certain
      Adjustments.

     

    a) Stock
      Dividends and Splits.
      If the
      Company, at any time while this AIR is outstanding: (A) pays a stock dividend
      or
      otherwise make a distribution or distributions on shares of its Common Stock
      or
      any other equity or equity equivalent securities payable in shares of Common
      Stock (which, for avoidance of doubt, shall not include any shares of Common
      Stock issued by the Company pursuant to the AIR Securities), (B) subdivides
      outstanding shares of Common Stock into a larger number of shares, (C) combines
      (including by way of reverse stock split) outstanding shares of Common Stock
      into a smaller number of shares, or (D) issues by reclassification of shares
      of
      the Common Stock any shares of capital stock of the Company, then in each case
      the AIR Conversion Price shall be multiplied by a fraction of which the
      numerator shall be the number of shares of Common Stock (excluding treasury
      shares, if any) outstanding immediately before such event and of which the
      denominator shall be the number of shares of Common Stock outstanding
      immediately after such event and the number of shares issuable upon exercise
      of
      this AIR shall be proportionately adjusted such that the aggregate AIR
      Conversion Price of this AIR shall remain unchanged. Any adjustment made
      pursuant to this Section 3(a) shall become effective immediately after the
      record date for the determination of stockholders entitled to receive such
      dividend or distribution and shall become effective immediately after the
      effective date in the case of a subdivision, combination or
      re-classification.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    b) Subsequent
      Equity Sales.
      If the
      Company or any Subsidiary thereof, as applicable, at any time while this AIR
      is
      outstanding, shall sell or grant any option to purchase, or sell or grant any
      right to reprice, or otherwise dispose of or issue (or announce any offer,
      sale,
      grant or any option to purchase or other disposition) any Common Stock or Common
      Stock Equivalents entitling any Person to acquire shares of Common Stock, at
      an
      effective price per share less than the then AIR Conversion Price (such lower
      price, the “Base
      Share Price”
and
      such issuances collectively, a “Dilutive
      Issuance”)
      (if
      the holder of the Common Stock or Common Stock Equivalents so issued shall
      at
      any time, whether by operation of purchase price adjustments, reset provisions,
      floating conversion, exercise or exchange prices or otherwise, or due to
      warrants, options or rights per share which are issued in connection with such
      issuance, be entitled to receive shares of Common Stock at an effective price
      per share which is less than the AIR Conversion Price, such issuance shall
      be
      deemed to have occurred for less than the AIR Conversion Price on such date
      of
      the Dilutive Issuance), then the AIR Conversion Price shall be reduced and
      only
      reduced to equal the Base Share Price and the number of AIR Securities issuable
      hereunder shall be increased such that the aggregate AIR Conversion Price
      payable hereunder, after taking into account the decrease in the AIR Conversion
      Price, shall be equal to the aggregate AIR Conversion Price prior to such
      adjustment. Such adjustment shall be made whenever such Common Stock or Common
      Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments
      shall be made, paid or issued under this Section 3(b) in respect of an Exempt
      Issuance. The Company shall notify the Holder in writing, no later than the
      Trading Day following the issuance of any Common Stock or Common Stock
      Equivalents subject to this Section 3(b), indicating therein the applicable
      issuance price, or applicable reset price, exchange price, conversion price
      and
      other pricing terms (such notice the “Dilutive
      Issuance Notice”).
      For
      purposes of clarification, whether or not the Company provides a Dilutive
      Issuance Notice pursuant to this Section 3(b), upon the occurrence of any
      Dilutive Issuance, after the date of such Dilutive Issuance the Holder is
      entitled to receive a number of AIR Securities based upon the Base Share Price
      regardless of whether the Holder accurately refers to the Base Share Price
      in
      the Notice of Exercise.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    c) Subsequent
      Rights Offerings.
      If the
      Company, at any time while the AIR is outstanding, shall issue rights, options
      or warrants to all holders of Common Stock (and not to Holders) entitling them
      to subscribe for or purchase shares of Common Stock at a price per share less
      than the VWAP at the record date mentioned below, then the AIR Conversion Price
      shall be multiplied by a fraction, of which the denominator shall be the number
      of shares of the Common Stock outstanding on the date of issuance of such rights
      or warrants plus the number of additional shares of Common Stock offered for
      subscription or purchase, and of which the numerator shall be the number of
      shares of the Common Stock outstanding on the date of issuance of such rights
      or
      warrants plus the number of shares which the aggregate offering price of the
      total number of shares so offered (assuming receipt by the Company in full
      of
      all consideration payable upon exercise of such rights, options or warrants)
      would purchase at such VWAP. Such adjustment shall be made whenever such rights
      or warrants are issued, and shall become effective immediately after the record
      date for the determination of stockholders entitled to receive such rights,
      options or warrants. 

     

    d) Pro
      Rata Distributions.
      If the
      Company, at any time while this AIR is outstanding, shall distribute to all
      holders of Common Stock (and not to Holders of the AIRs) evidences of its
      indebtedness or assets (including cash and cash dividends) or rights or warrants
      to subscribe for or purchase any security other than the Common Stock (which
      shall be subject to Section 3(b)), then in each such case the AIR Conversion
      Price shall be adjusted by multiplying the AIR Conversion Price in effect
      immediately prior to the record date fixed for determination of stockholders
      entitled to receive such distribution by a fraction of which the denominator
      shall be the VWAP determined as of the record date mentioned above, and of
      which
      the numerator shall be such VWAP on such record date less the then per share
      fair market value at such record date of the portion of such assets or evidence
      of indebtedness so distributed applicable to one outstanding share of the Common
      Stock as determined by the Board of Directors in good faith. In either case
      the
      adjustments shall be described in a statement provided to the Holder of the
      portion of assets or evidences of indebtedness so distributed or such
      subscription rights applicable to one share of Common Stock. Such adjustment
      shall be made whenever any such distribution is made and shall become effective
      immediately after the record date mentioned above.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    e) Fundamental
      Transaction.
      If, at
      any time while this AIR is outstanding, (A) the Company effects any merger
      or
      consolidation of the Company with or into another Person, (B) the Company
      effects any sale of all or substantially all of its assets in one or a series
      of
      related transactions, (C) any tender offer or exchange offer (whether by the
      Company or another Person) is completed pursuant to which holders of Common
      Stock are permitted to tender or exchange their shares for other securities,
      cash or property, or (D) the Company effects any reclassification of the Common
      Stock or any compulsory share exchange pursuant to which the Common Stock is
      effectively converted into or exchanged for other securities, cash or property
      (each “Fundamental
      Transaction”),
      then,
      upon any subsequent exercise of this AIR, the Holder shall have the right to
      receive upon conversion or exercise of the AIR Securities, as applicable, for
      each AIR Conversion Share that would have been issuable upon such exercise
      immediately prior to the occurrence of such Fundamental Transaction, the number
      of shares of Common Stock of the successor or acquiring corporation or of the
      Company, if it is the surviving corporation, and any additional consideration
      (the “Alternate
      Consideration”)
      receivable as a result of such merger, consolidation or disposition of assets
      by
      a holder of the number of shares of Common Stock for which the underlying AIR
      Securities are convertible immediately prior to such event. For purposes of
      any
      such conversion, the determination of the AIR Conversion Price shall be
      appropriately adjusted to apply to such Alternate Consideration based on the
      amount of Alternate Consideration issuable in respect of one share of Common
      Stock in such Fundamental Transaction, and the Company shall apportion the
      AIR
      Conversion Price among the Alternate Consideration in a reasonable manner
      reflecting the relative value of any different components of the Alternate
      Consideration. If holders of Common Stock are given any choice as to the
      securities, cash or property to be received in a Fundamental Transaction, then
      the Holder shall be given the same choice as to the Alternate Consideration
      it
      receives upon any conversion or exercise of the AIR Securities underlying this
      AIR following such Fundamental Transaction. To the extent necessary to
      effectuate the foregoing provisions, any successor to the Company or surviving
      entity in such Fundamental Transaction shall issue to the Holder a new
      additional investment right consistent with the foregoing provisions and
      evidencing the Holder’s right to exercise such additional investment right into
      Alternate Consideration. The terms of any agreement pursuant to which a
      Fundamental Transaction is effected shall include terms requiring any such
      successor or surviving entity to comply with the provisions of this Section
      3(e)
      and insuring that this AIR (or any such replacement security) will be similarly
      adjusted upon any subsequent transaction analogous to a Fundamental Transaction.
      Notwithstanding anything to the contrary, in the event of a Fundamental
      Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction”
as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended,
      or (3) a Fundamental Transaction involving a person or entity not traded on
      a
      national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global
      Market, or the Nasdaq Capital Market, the Company or any successor entity shall
      pay at the Holder’s option, exercisable at any time concurrently with or within
      thirty (30) days after the consummation of the Fundamental Transaction, an
      amount of cash equal to the value of this AIR as determined in accordance with
      the Black Scholes Option Pricing Model obtained from the “OV” function on
      Bloomberg L.P. using (i) a price per share of Common Stock equal to the VWAP
      of
      the Common Stock for the Trading Day immediately preceding the date of
      consummation of the applicable Fundamental Transaction, (ii) a risk-free
      interest rate corresponding to the U.S. Treasury rate for a period equal to
      the
      remaining term of this AIR as of the date of consummation of the applicable
      Fundamental Transaction and (iii) an expected volatility equal to the 100 day
      volatility obtained from the “HVT” function on Bloomberg L.P. determined as of
      the Trading Day immediately following the public announcement of the applicable
      Fundamental Transaction.

     

    f) Calculations.
      All
      calculations and adjustments to the AIR Conversion Price under this Section
      3
      shall be made to the nearest cent or the nearest 1/100th of a share, as the
      case
      may be. For purposes of this Section 3, the number of shares of Common Stock
      deemed to be issued and outstanding as of a given date shall be the sum of
      the
      number of shares of Common Stock (excluding treasury shares, if any) issued
      and
      outstanding.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    g) Notice
      to Holder.
      

     

    i. Adjustment
      to AIR Conversion Price.
      Whenever the AIR Conversion Price is adjusted pursuant to any provision of
      this
      Section 3, the Company shall promptly mail to the Holder a notice setting forth
      the AIR Conversion Price after such adjustment and setting forth a brief
      statement of the facts requiring such adjustment. 

     

    ii. Notice
      to Allow Exercise by Holder.
      If (A)
      the Company shall declare a dividend (or any other distribution in whatever
      form) on the Common Stock; (B) the Company shall declare a special nonrecurring
      cash dividend on or a redemption of the Common Stock; (C) the Company shall
      authorize the granting to all holders of the Common Stock rights or warrants
      to
      subscribe for or purchase any shares of capital stock of any class or of any
      rights; (D) the approval of any stockholders of the Company shall be required
      in
      connection with any reclassification of the Common Stock, any consolidation
      or
      merger to which the Company is a party, any sale or transfer of all or
      substantially all of the assets of the Company, of any compulsory share exchange
      whereby the Common Stock is converted into other securities, cash or property;
      (E) the Company shall authorize the voluntary or involuntary dissolution,
      liquidation or winding up of the affairs of the Company; then, in each case,
      the
      Company shall cause to be mailed to the Holder at its last address as it shall
      appear upon the AIR Register of the Company, at least twenty (20) calendar
      days
      prior to the applicable record or effective date hereinafter specified, a notice
      stating (x) the date on which a record is to be taken for the purpose of such
      dividend, distribution, redemption, rights or warrants, or if a record is not
      to
      be taken, the date as of which the holders of the Common Stock of record to
      be
      entitled to such dividend, distributions, redemption, rights or warrants are
      to
      be determined or (y) the date on which such reclassification, consolidation,
      merger, sale, transfer or share exchange is expected to become effective or
      close, and the date as of which it is expected that holders of the Common Stock
      of record shall be entitled to exchange their shares of the Common Stock for
      securities, cash or other property deliverable upon such reclassification,
      consolidation, merger, sale, transfer or share exchange; provided that the
      failure to mail such notice or any defect therein or in the mailing thereof
      shall not affect the validity of the corporate action required to be specified
      in such notice. The Holder is entitled to exercise this AIR during the period
      commencing on the date of such notice to the effective date of the event
      triggering such notice.

     

    Section
      4. Transfer
      of AIR.

     

    a) Transferability.
      Subject
      to compliance with any applicable federal and state securities laws and the
      conditions set forth in Section 4(d) hereof and to the provisions of Section
      4.1
      of the Purchase Agreement, this AIR and all rights hereunder (including, without
      limitation, any registration rights) are transferable, in whole or in part,
      upon
      surrender of this AIR at the principal office of the Company or its designated
      agent, together with a written assignment of this AIR substantially in the
      form
      attached hereto duly executed by the Holder or its agent or attorney and funds
      sufficient to pay any transfer taxes payable upon the making of such transfer.
      Upon such surrender and, if required, such payment, the Company shall execute
      and deliver a new AIR or AIRs in the name of the assignee or assignees and
      in
      the denomination or denominations specified in such instrument of assignment,
      and shall issue to the assignor a new AIR evidencing the portion of this AIR
      not
      so assigned, and this AIR shall promptly be cancelled. An AIR, if properly
      assigned, may be exercised by a new holder for the purchase of AIR Securities
      without having a new AIR issued. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    b) New
      AIRs.
      This
      AIR may be divided or combined with other AIRs upon presentation hereof at
      the
      aforesaid office of the Company, together with a written notice specifying
      the
      names and denominations in which new AIRs are to be issued, signed by the Holder
      or its agent or attorney. Subject to compliance with Section 4(a), as to any
      transfer which may be involved in such division or combination, the Company
      shall execute and deliver a new AIR or AIRs in exchange for the AIR or AIRs
      to
      be divided or combined in accordance with such notice. All AIRs issued on
      transfers or exchanges shall be dated the date hereof and shall be identical
      with this AIR except as to the number of AIR Securities issuable pursuant
      thereto. 

     

    c) AIR
      Register.
      The
      Company shall register this AIR, upon records to be maintained by the Company
      for that purpose (the “AIR
      Register”),
      in
      the name of the record Holder hereof from time to time. The Company may deem
      and
      treat the registered Holder of this AIR as the absolute owner hereof for the
      purpose of any exercise hereof or any distribution to the Holder, and for all
      other purposes, absent actual notice to the contrary.

     

    d) Transfer
      Restrictions.
      If,
      at the
time
      of
      the surrender of this AIR in connection with any transfer of this AIR, the
      transfer of this AIR shall not be either (i) registered pursuant to an effective
      registration
      statement under the Securities Act
      and
under
      applicable state securities or blue sky laws or
      (ii)
      eligible for resale without volume or manner-of-sale restrictions pursuant
      to
      Rule 144, the Company may require, as a condition of allowing such transfer,
      that the Holder or transferee of this AIR, as the case may be, comply
      with the provisions of Section 5.7 of the Purchase Agreement.

     

    Section
      5. Miscellaneous.

     

    a) No
      Rights as Shareholder Until Exercise.
      This
      AIR does not entitle the Holder to any voting rights or other rights as a
      shareholder of the Company prior to the exercise hereof as set forth in Section
      2(e)(i). 

     

    b) Loss,
      Theft, Destruction or Mutilation of AIR.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this AIR
      or
      any stock certificate relating to the AIR Securities, and in case of loss,
      theft
      or destruction, of indemnity or security reasonably satisfactory to it (which,
      in the case of the AIR, shall not include the posting of any bond), and upon
      surrender and cancellation of such AIR or stock certificate, if mutilated,
      the
      Company will make and deliver a new AIR or stock certificate of like tenor
      and
      dated as of such cancellation, in lieu of such AIR or stock
      certificate.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    c) Saturdays,
      Sundays, Holidays, etc.
      If the
      last or appointed day for the taking of any action or the expiration of any
      right required or granted herein shall not be a Business Day, then such action
      may be taken or such right may be exercised on the next succeeding Business
      Day.

     

    d) Authorized
      Shares.
      

     

    The
      Company covenants that during the period the AIR is outstanding, it will reserve
      from its authorized and unissued Common Stock a sufficient number of shares
      to
      provide for the issuance of the shares of Common Stock issuable upon conversion
      and exercise, as applicable, of the AIR Securities. The Company further
      covenants that its issuance of this AIR shall constitute full authority to
      its
      officers who are charged with the duty of executing stock certificates to
      execute and issue the necessary certificates for the AIR Securities upon the
      exercise of the purchase rights under this AIR and certificates upon conversion
      and exercise of the AIR Securities. The Company will take all such reasonable
      action as may be necessary to assure that such AIR Securities and AIR Conversion
      Shares may be issued as provided herein without violation of any applicable
      law
      or regulation, or of any requirements of the Trading Market upon which the
      Common Stock may be listed. The Company covenants that all AIR Securities which
      may be issued upon the exercise of the purchase rights represented by this
      AIR
      and the AIR Conversion Shares thereunder will, upon exercise of the purchase
      rights represented by this AIR, be duly authorized, validly issued, fully paid
      and nonassessable and free from all taxes, liens and charges created by the
      Company in respect of the issue thereof (other than taxes in respect of any
      transfer occurring contemporaneously with such issue). 

     

    Except
      and to the extent as waived or consented to by the Holder, the Company shall
      not
      by any action, including, without limitation, amending its certificate of
      incorporation 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 of
      this
      AIR or the AIR Securities, but will at all times in good faith assist in the
      carrying out of all such terms and in the taking of all such actions as may
      be
      necessary or appropriate to protect the rights of Holder as set forth in this
      AIR or the AIR Securities against impairment. Without limiting the generality
      of
      the foregoing, the Company will (a) not increase the par value of any AIR
      Securities above the amount payable therefor upon such exercise immediately
      prior to such increase in par value, (b) take all such action as may be
      necessary or appropriate in order that the Company may validly and legally
      issue
      fully paid and nonassessable AIR Securities upon the exercise of this AIR and
      AIR Conversion Shares upon conversion and exercise of the AIR Securities, and
      (c) use commercially reasonable efforts to obtain all such authorizations,
      exemptions or consents from any public regulatory body having jurisdiction
      thereof as may be necessary to enable the Company to perform its obligations
      under this AIR and the AIR Securities.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Before
      taking any action which would result in an adjustment in the number of AIR
      Securities for which this AIR is exercisable or in the AIR Conversion Price,
      the
      Company shall obtain all such authorizations or exemptions thereof, or consents
      thereto, as may be necessary from any public regulatory body or bodies having
      jurisdiction thereof.

     

    e) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this AIR shall be determined in accordance with the provisions of the
      Purchase Agreement.

     

    f) Restrictions.
      The
      Holder acknowledges that the AIR Securities acquired upon the exercise of this
      AIR, if not registered, will have restrictions upon resale imposed by state
      and
      federal securities laws.

     

    g) Nonwaiver
      and Expenses.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder shall operate as a waiver of such right or otherwise prejudice
      Holder’s rights, powers or remedies, notwithstanding the fact that all rights
      hereunder terminate on the Termination Date. If the Company willfully and
      knowingly fails to comply with any provision of this AIR, which results in
      any
      material damages to the Holder, the Company shall pay to Holder such amounts
      as
      shall be sufficient to cover any costs and expenses including, but not limited
      to, reasonable attorneys’ fees, including those of appellate proceedings,
      incurred by Holder in collecting any amounts due pursuant hereto or in otherwise
      enforcing any of its rights, powers or remedies hereunder.

     

    h) Notices.
      Any
      notice, request or other document required or permitted to be given or delivered
      to the Holder by the Company shall be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    i) Limitation
      of Liability.
      No
      provision hereof, in the absence of any affirmative action by Holder to exercise
      this AIR to purchase AIR Securities, and no enumeration herein of the rights
      or
      privileges of Holder, shall give rise to any liability of Holder for the
      purchase price of any Common Stock or as a stockholder of the Company, whether
      such liability is asserted by the Company or by creditors of the
      Company.

     

    j) Remedies.
      Holder,
      in addition to being entitled to exercise all rights granted by law, including
      recovery of damages, will be entitled to specific performance of its rights
      under this AIR. The Company agrees that monetary damages would not be adequate
      compensation for any loss incurred by reason of a breach by it of the provisions
      of this AIR and hereby agrees to waive and not to assert the defense in any
      action for specific performance that a remedy at law would be
      adequate.

     

    k) Successors
      and Assigns.
      Subject
      to applicable securities laws, this AIR and the rights and obligations evidenced
      hereby shall inure to the benefit of and be binding upon the successors of
      the
      Company and the successors and permitted assigns of Holder. The provisions
      of
      this AIR are intended to be for the benefit of all Holders from time to time
      of
      this AIR and shall be enforceable by the Holder or holder of AIR
      Securities.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    l) Amendment.
      This
      AIR may be modified or amended or the provisions hereof waived with the written
      consent of the Company and the Holder.

     

    m) Severability.
      Wherever possible, each provision of this AIR shall be interpreted in such
      manner as to be effective and valid under applicable law, but if any provision
      of this AIR shall be prohibited by or invalid under applicable law, such
      provision shall be ineffective to the extent of such prohibition or invalidity,
      without invalidating the remainder of such provisions or the remaining
      provisions of this AIR.

     

    n) Headings.
      The
      headings used in this AIR are for the convenience of reference only and shall
      not, for any purpose, be deemed a part of this AIR.

     

    ********************

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this AIR to be executed by its officer
      thereunto duly authorized as of the date first above indicated.

     

    
      	 	
              STATMON
                TECHNOLOGIES CORP.

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    NOTICE
      OF EXERCISE

    


    TO: STATMON
      TECHNOLOGIES CORP.

    


    (1) The
      undersigned hereby elects to purchase $________ Principal Amount of AIR
      Debenture and Warrants to purchase _____ shares of Common Stock the Company
      pursuant to the terms of the attached AIR (only if exercised in full), and
      tenders herewith payment of the principal in full, together with all applicable
      transfer taxes, if any.

     

    (2) Payment
      shall take the form of lawful money of the United States.

     

    (3) Please
      issue a certificate or certificates representing said AIR Securities in the
      name
      of the undersigned or in such other name as is specified below:

     

    _______________________________

     

    The
      AIR
      Securities shall be delivered to the following:

    


    _______________________________

     

    _______________________________

     

    _______________________________

    


    (4)
      Accredited
      Investor.
      The
      undersigned is an “accredited investor” as defined in Regulation D promulgated
      under the Securities Act of 1933, as amended.

    


    [SIGNATURE
      OF HOLDER]

     

    Name
      of
      Investing Entity:
      _________________________________________________________________________________

    Signature
      of Authorized Signatory of Investing Entity:
      ___________________________________________________________

    Name
      of
      Authorized Signatory:
      _____________________________________________________________________________

    Title
      of
      Authorized Signatory:
      ______________________________________________________________________________

    Date:
      _________________________________________________________________________________________________

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT
      FORM

    


    (To
      assign the foregoing additional investment right, 

    execute
      this form and supply required information. 

    Do
      not
      use this form to exercise the additional investment right.)

     

    FOR
      VALUE
      RECEIVED, [____] all of or [_______] shares of the foregoing AIR and all rights
      evidenced thereby are hereby assigned to

     

    _______________________________________________
      whose address is

    


    _______________________________________________________________.

     

    _______________________________________________________________

    


    Dated:
      ______________, _______

     

    Holder’s
      Signature: _____________________________

    


    Holder’s
      Address:   _____________________________

     

       
      _____________________________

     

    Signature
      Guaranteed: ___________________________________________

     

    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the AIR, without alteration or enlargement or any change whatsoever,
      and must be guaranteed by a bank or trust company. Officers of corporations
      and
      those acting in a fiduciary or other representative capacity should file proper
      evidence of authority to assign the foregoing AIR.