THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED
OR OTHERWISE  DISPOSED OF UNLESS  REGISTERED  UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
COUNSEL  REASONABLY  SATISFACTORY  TO  THE  ISSUER  THAT  REGISTRATION  OF  SUCH
SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.

                          SERIES B WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                            TOTAL LUXURY GROUP, INC.

                              Expires March 7, 2015

No.: W-B-01                                        Number of Shares: 140,000,000
Date of Issuance: March 7, 2008


     FOR VALUE RECEIVED,  the undersigned,  TOTAL LUXURY GROUP, INC., an Indiana
corporation  (together with its successors  and assigns,  the "Issuer"),  hereby
certifies that DONALD JONES or its  registered  assigns is entitled to subscribe
for and purchase,  during the Term (as hereinafter  defined),  up to 140,000,000
shares (subject to adjustment as hereinafter  provided) of the duly  authorized,
validly issued, fully paid and non-assessable  Common Stock of the Issuer, at an
exercise  price per share  equal to the Warrant  Price then in effect,  subject,
however,  to the provisions and upon the terms and  conditions  hereinafter  set
forth.  Capitalized  terms used in this Warrant and not otherwise defined herein
shall have the respective meanings specified in Section 8 hereof.

     1. Term.  The term of this  Warrant  shall  commence  on March 7, 2008 (the
"Issuance  Date") and shall expire at 6:00 p.m.,  Eastern Time, on March 7, 2015
(such period being the "Term").

     2. Method of  Exercise;  Payment;  Issuance of New  Warrant;  Transfer  and
Exchange.

          (a) Time of Exercise.  The purchase rights represented by this Warrant
     may be exercised as follows:

               (i)  35,000,000 of the shares  represented by this Warrant may be
          exercised  in  whole  or in part at any  time  during  the  Term  (the
          "Tranche 1 Warrants");



                                       1
<PAGE>

               (ii) 35,000,000 of the shares  represented by this Warrant may be
          exercised on or after the first  anniversary of the Issuance Date (the
          "Tranche 2 Warrants");

               (iii) 35,000,000 of the shares represented by this Warrant may be
          exercised on or after the second anniversary of the Issuance Date (the
          "Tranche 3 Warrants"); and

               (iv) the remaining  35,000,000 of the shares  represented by this
          Warrant may be  exercised  on or after the second  anniversary  of the
          Issuance Date (the "Tranche 4 Warrants").

          (b) Method of Exercise.  The Holder  hereof may exercise this Warrant,
     in whole or in part,  by the  surrender of this Warrant  (with the exercise
     form attached hereto duly executed) at the principal  office of the Issuer,
     and by the  payment  to the Issuer of an amount of  consideration  therefor
     equal  to the  Warrant  Price  in  effect  on the  date  of  such  exercise
     multiplied  by the number of shares of Warrant  Stock with respect to which
     this Warrant is then being exercised, payable at such Holder's election (i)
     by  certified  or  official  bank check or by wire  transfer  to an account
     designated by the Issuer,  (ii) by "cashless  exercise" in accordance  with
     the  provisions  of  subsection  (c) of  this  Section  2,  or  (iii)  by a
     combination of the foregoing  methods of payment  selected by the Holder of
     this Warrant.

          (c) Cashless  Exercise.  Notwithstanding  any provisions herein to the
     contrary and  commencing  twelve (12) months  following the Original  Issue
     Date if the (i)  Registration  Statement  (as  defined in the  Registration
     Rights  Agreement)  covering  the  Warrant  Stock  has  not  been  declared
     effective  under the Securities  Act and/or (ii) an effective  Registration
     Statement  has been  suspended  by the  Company  for any or no reason,  the
     Holder may exercise  this Warrant by a cashless  exercise and shall receive
     the  number of shares of Common  Stock  equal to an amount  (as  determined
     below) by surrender of this Warrant at the  principal  office of the Issuer
     together with the properly  endorsed  Notice of Exercise in which event the
     Issuer  shall  issue to the  Holder a number  of  shares  of  Common  Stock
     computed using the following formula:

                  X = Y - (A)(Y)
                          ------
                            B

Where             X =      the number of shares of Common Stock to be issued
                           to the Holder.

                  Y =      the number of shares of Common Stock purchasable
                           upon exercise of all of the Warrant or, if only a
                           portion of the Warrant is being exercised, the
                           portion of the Warrant being exercised.

                  A =      the Warrant Price.

                  B =      the Per Share Market Value of one share of
                           Common Stock.

          (d)  Issuance of Stock  Certificates.  In the event of any exercise of
     this  Warrant in  accordance  with and subject to the terms and  conditions
     hereof,  certificates for the shares of Warrant Stock so purchased shall be
     dated the date of such exercise and delivered to the Holder hereof within a
     reasonable  time, not exceeding  three (3) Trading Days after such exercise
     (the  "Delivery  Date") or, at the request of the Holder  (provided  that a



                                       2
<PAGE>

     registration statement under the Securities Act providing for the resale of
     the  Warrant  Stock  is  then  in  effect),  issued  and  delivered  to the
     Depository  Trust Company  ("DTC")  account on the Holder's  behalf via the
     Deposit  Withdrawal  Agent  Commission  System ("DWAC") within a reasonable
     time,  not exceeding  three (3) Trading Days after such  exercise,  and the
     Holder  hereof  shall be deemed  for all  purposes  to be the holder of the
     shares  of  Warrant  Stock so  purchased  as of the date of such  exercise.
     Notwithstanding  the foregoing to the contrary,  the Issuer or its transfer
     agent shall only be obligated to issue and deliver the shares to the DTC on
     a  holder's  behalf  via DWAC if the  Issuer  and its  transfer  agent  are
     participating in DTC through the DWAC system. The Holder shall deliver this
     original Warrant,  or an  indemnification  undertaking with respect to such
     Warrant in the case of its loss,  theft or  destruction,  at such time that
     this Warrant is fully exercised.  With respect to partial exercises of this
     Warrant, the Issuer shall keep written records for the Holder of the number
     of shares of Warrant Stock exercised as of each date of exercise.

          (e) Compensation for Buy-In on Failure to Timely Deliver  Certificates
     Upon Exercise.  In addition to any other rights available to the Holder, if
     the Issuer  fails to cause its  transfer  agent to transmit to the Holder a
     certificate or certificates  representing  the Warrant Stock pursuant to an
     exercise on or before the Delivery  Date, and if after such date the Holder
     is  required by its broker to purchase  (in an open market  transaction  or
     otherwise)  shares of Common Stock to deliver in  satisfaction of a sale by
     the Holder of the Warrant Stock which the Holder anticipated receiving upon
     such  exercise (a  "Buy-In"),  then the Issuer shall (1) pay in cash to the
     Holder the amount by which (x) the Holder's total purchase price (including
     brokerage commissions,  if any) for the shares of Common Stock so purchased
     exceeds (y) the amount  obtained by multiplying (A) the number of shares of
     Warrant  Stock  that the Issuer  was  required  to deliver to the Holder in
     connection with the exercise at issue times (B) the price at which the sell
     order giving rise to such purchase obligation was executed,  and (2) at the
     option of the  Holder,  either  reinstate  the  portion of the  Warrant and
     equivalent  number of shares of Warrant  Stock for which such  exercise was
     not  honored or deliver to the Holder the number of shares of Common  Stock
     that  would  have been  issued  had the  Issuer  timely  complied  with its
     exercise and delivery  obligations  hereunder.  For example,  if the Holder
     purchases  Common Stock having a total purchase price of $11,000 to cover a
     Buy-In with respect to an  attempted  exercise of the Warrant for shares of
     Common  Stock with an  aggregate  sale price  giving rise to such  purchase
     obligation  of  $10,000,  under  clause  (1) of the  immediately  preceding
     sentence the Issuer shall be required to pay the Holder $1,000.  The Holder
     shall provide the Issuer written notice  indicating the amounts  payable to
     the Holder in respect of the Buy-In, together with applicable confirmations
     and other evidence reasonably requested by the Issuer. Nothing herein shall
     limit a  Holder's  right to  pursue  any  other  remedies  available  to it
     hereunder, at law or in equity including,  without limitation,  a decree of
     specific  performance and/or injunctive relief with respect to the Issuer's
     failure to timely deliver certificates  representing shares of Common Stock
     upon exercise of this Warrant as required pursuant to the terms hereof.

          (f)  Transferability/Exchangeability  of  Warrant.  Subject to Section
     2(h) hereof,  this Warrant may not be transferred by a Holder,  in whole or
     in part,  without  the consent of the Issuer,  which  consent  shall not be
     unreasonably  withheld.  If transferred  pursuant to this  paragraph,  this
     Warrant may be  transferred on the books of the Issuer by the Holder hereof
     in person or by duly authorized attorney, upon surrender of this Warrant at
     the  principal  office of the  Issuer,  properly  endorsed  (by the  Holder
     executing an assignment  in the form  attached  hereto) and upon payment of
     any necessary transfer tax or other  governmental  charge imposed upon such
     transfer.  This  Warrant is  exchangeable  at the  principal  office of the



                                       3
<PAGE>

     Issuer for  Warrants to  purchase  the same  aggregate  number of shares of
     Warrant  Stock,  each new Warrant to represent  the right to purchase  such
     number of shares of Warrant Stock as the Holder  hereof shall  designate at
     the time of such  exchange.  All Warrants  issued on transfers or exchanges
     shall be dated the  Original  Issue Date and shall be  identical  with this
     Warrant  except  as to the  number  of shares  of  Warrant  Stock  issuable
     pursuant thereto.

          (g) Continuing Rights of Holder. The Issuer will, at the time of or at
     any time after  each  exercise  of this  Warrant,  upon the  request of the
     Holder hereof, acknowledge in writing the extent, if any, of its continuing
     obligation  to afford to such Holder all rights to which such Holder  shall
     continue to be entitled after such exercise in accordance with the terms of
     this  Warrant;  provided that if any such Holder shall fail to make, or the
     Issuer shall fail to honor, any such request,  the failure shall not affect
     the  continuing  obligation  of the  Issuer to afford  such  rights to such
     Holder.

          (h) Compliance with Securities Laws.

               (i)  The  Holder  of  this   Warrant,   by   acceptance   hereof,
          acknowledges  that this Warrant and the shares of Warrant  Stock to be
          issued upon exercise hereof are being acquired solely for the Holder's
          own  account  and  not as a  nominee  for  any  other  party,  and for
          investment,  and that the  Holder  will not offer,  sell or  otherwise
          dispose of this  Warrant  or any shares of Warrant  Stock to be issued
          upon  exercise  hereof  except  pursuant to an effective  registration
          statement, or an exemption from registration, under the Securities Act
          and any applicable state securities laws.

               (ii) Except as provided in paragraph  (iii)  below,  this Warrant
          and all certificates  representing shares of Warrant Stock issued upon
          exercise  hereof  shall be  stamped  or  imprinted  with a  legend  in
          substantially the following form:

              THIS  WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE  UPON
              EXERCISE   HEREOF  HAVE  NOT  BEEN   REGISTERED   UNDER  THE
              SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
              ANY STATE  SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED
              OR  OTHERWISE   DISPOSED  OF  UNLESS  REGISTERED  UNDER  THE
              SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR
              THE  ISSUER  SHALL  HAVE  RECEIVED  AN  OPINION  OF  COUNSEL
              REASONABLY  SATISFACTORY TO THE ISSUER THAT  REGISTRATION OF
              SUCH  SECURITIES  UNDER  THE  SECURITIES  ACT AND  UNDER THE
              PROVISIONS  OF  APPLICABLE  STATE  SECURITIES  LAWS  IS  NOT
              REQUIRED.

               (iii) The Issuer  agrees to reissue this Warrant or  certificates
          representing  any of the Warrant  Stock,  without the legend set forth
          above  if at such  time,  prior to  making  any  transfer  of any such
          securities,  the  Holder  shall  give  written  notice  to the  Issuer
          describing  the  manner  and  terms of such  transfer.  Such  proposed
          transfer  will not be  effected  until:  (a) either (i) the Issuer has
          received an opinion of counsel reasonably  satisfactory to the Issuer,



                                       4
<PAGE>

          to the  effect  that the  registration  of such  securities  under the
          Securities  Act is not  required  in  connection  with  such  proposed
          transfer,  (ii) a  registration  statement  under the  Securities  Act
          covering such proposed  disposition  has been filed by the Issuer with
          the Securities and Exchange  Commission and has become effective under
          the  Securities  Act,  (iii) the Issuer has  received  other  evidence
          reasonably  satisfactory  to the  Issuer  that such  registration  and
          qualification  under the Securities Act and state  securities laws are
          not required,  or (iv) the Holder  provides the Issuer with reasonable
          assurances  that such  security can be sold pursuant to Rule 144 under
          the  Securities  Act;  and (b) either (i) the Issuer has  received  an
          opinion of  counsel  reasonably  satisfactory  to the  Issuer,  to the
          effect that  registration  or  qualification  under the  securities or
          "blue sky" laws of any state is not required in  connection  with such
          proposed  disposition,   or  (ii)  compliance  with  applicable  state
          securities or "blue sky" laws has been  effected or a valid  exemption
          exists  with  respect  thereto.  The Issuer  will  respond to any such
          notice from a holder within three (3) Trading Days. In the case of any
          proposed  transfer  under this Section  2(h),  the Issuer will pay the
          expenses  of and use  reasonable  efforts  to  comply  with  any  such
          applicable  state securities or "blue sky" laws, but shall in no event
          be  required,  (x) to qualify to do  business in any state where it is
          not then qualified, or (y) to take any action that would subject it to
          tax or to the general  service of process in any state where it is not
          then subject.  The restrictions on transfer  contained in this Section
          2(h) shall be in  addition  to, and not by way of  limitation  of, any
          other  restrictions on transfer contained in any other section of this
          Warrant.  Whenever a  certificate  representing  the Warrant  Stock is
          required to be issued to a the Holder without a legend, at the request
          of  the  Holder,   in  lieu  of   delivering   physical   certificates
          representing  the Warrant  Stock,  the Issuer shall cause its transfer
          agent to  electronically  transmit the Warrant  Stock to the Holder by
          crediting  the account of the  Holder's  Prime Broker with DTC through
          its DWAC system (to the extent not inconsistent with any provisions of
          this Warrant or the Purchase Agreement).

               (iv)  Accredited  Investor  Status.  In no event  may the  Holder
          exercise  this  Warrant  in whole or in part  unless  the Holder is an
          "accredited  investor" as defined in Regulation D under the Securities
          Act.

     3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

          (a) Stock Fully Paid. The Issuer represents,  warrants,  covenants and
     agrees  that all  shares of  Warrant  Stock  which  may be issued  upon the
     exercise  of this  Warrant or  otherwise  hereunder  will,  when  issued in
     accordance  with the terms of this  Warrant,  be duly  authorized,  validly
     issued,  fully paid and  non-assessable  and free from all taxes, liens and
     charges.  The Issuer  further  covenants  and agrees that during the period
     within  which this Warrant may be  exercised,  the Issuer will at all times
     have  authorized and reserved for the purpose of the issuance upon exercise
     of this Warrant a number of authorized but unissued  shares of Common Stock
     equal to at least one hundred twenty percent (120%) of the number of shares
     of Common Stock  issuable upon exercise of this Warrant  without  regard to
     any limitations on exercise.

          (b) Reservation. If any shares of Common Stock required to be reserved
     for  issuance  upon  exercise  of this  Warrant  or as  otherwise  provided
     hereunder  require  registration  or  qualification  with any  Governmental
     Authority  under any  federal  or state law  before  such  shares may be so
     issued, the Issuer will in good faith use its best efforts as expeditiously



                                       5
<PAGE>

     as possible at its  expense to cause such shares to be duly  registered  or
     qualified.  If the  Issuer  shall  list any  shares of Common  Stock on any
     securities  exchange or market it will, at its expense,  list thereon,  and
     maintain and increase when necessary such listing of, all shares of Warrant
     Stock  from  time to time  issued  upon  exercise  of  this  Warrant  or as
     otherwise  provided  hereunder  (provided  that such Warrant Stock has been
     registered  pursuant to a registration  statement  under the Securities Act
     then in  effect),  and,  to the  extent  permissible  under the  applicable
     securities  exchange rules,  all unissued shares of Warrant Stock which are
     at any time issuable hereunder, so long as any shares of Common Stock shall
     be so listed.  The Issuer will also so list on each securities  exchange or
     market,  and will maintain such listing of, any other  securities which the
     Holder of this  Warrant  shall be entitled to receive  upon the exercise of
     this  Warrant  if at the time any  securities  of the same  class  shall be
     listed on such securities exchange or market by the Issuer.

          (c)  Covenants.  Except  for  the  amendment  of  its  Certificate  of
     Incorporation  as  contemplated by the  Transaction  Documents,  the Issuer
     shall  not  by any  action  including,  without  limitation,  amending  the
     Certificate of Incorporation  or the by-laws of the Issuer,  or through any
     reorganization,  transfer of assets,  consolidation,  merger,  dissolution,
     issue or sale of securities or any other action, avoid or seek to avoid the
     observance or performance of any of the terms of this Warrant,  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 the Holder  hereof  against  dilution  (to the extent
     specifically   provided   herein)  or  impairment.   Without  limiting  the
     generality of the foregoing,  the Issuer will (i) not permit the par value,
     if any, of its Common  Stock to exceed the then  effective  Warrant  Price,
     (ii) not amend or modify any provision of the Certificate of  Incorporation
     or by-laws of the Issuer in any manner that would  materially and adversely
     affect  the  rights of the  Holders  of the  Warrants,  (iii) take all such
     action as may be reasonably  necessary in order that the Issuer may validly
     and legally issue fully paid and nonassessable shares of Common Stock, free
     and clear of any liens,  claims,  encumbrances and restrictions (other than
     as provided  herein)  upon the exercise of this  Warrant,  and (iv) use its
     best efforts to obtain all such authorizations, exemptions or consents from
     any public regulatory body having jurisdiction thereof as may be reasonably
     necessary  to enable  the  Issuer to  perform  its  obligations  under this
     Warrant.

          (d) Loss, Theft, Destruction,  Mutilation of Warrants. Upon receipt of
     evidence  satisfactory  to the  Issuer  of the  ownership  of and the loss,
     theft,  destruction  or  mutilation  of any Warrant and, in the case of any
     such loss,  theft or  destruction,  upon  receipt of  indemnity or security
     satisfactory  to the  Issuer or, in the case of any such  mutilation,  upon
     surrender  and  cancellation  of such  Warrant,  the  Issuer  will make and
     deliver,  in lieu of such lost,  stolen,  destroyed or mutilated Warrant, a
     new Warrant of like tenor and  representing  the right to purchase the same
     number of shares of Common Stock.

          (e) Payment of Taxes. The Issuer will pay any documentary  stamp taxes
     attributable  to the initial  issuance of the Warrant  Stock  issuable upon
     exercise of this Warrant;  provided,  however, that the Issuer shall not be
     required  to pay any tax or taxes  which may be  payable  in respect of any
     transfer   involved  in  the  issuance  or  delivery  of  any  certificates
     representing  Warrant  Stock in a name  other  than  that of the  Holder in
     respect to which such shares are issued.

     4. Adjustment of Warrant Price and Number of Shares Issuable Upon Exercise.
The  Warrant  Price  and the  number  of shares  of  Warrant  Stock  that may be
purchased upon exercise of this Warrant shall be subject to adjustment from time
to time as set forth in this Section 4. The Issuer shall give the Holder  notice



                                       6
<PAGE>

of any event  described  below  which  requires an  adjustment  pursuant to this
Section 4 in accordance with the notice provisions set forth in Section 5.

          (a) Recapitalization, Reorganization, Reclassification, Consolidation,
     Merger or Sale.

               (i) In case the Issuer after the Original Issue Date shall do any
          of the following  (each,  a "Triggering  Event"):  (a)  consolidate or
          merge with or into any other  Person  and the Issuer  shall not be the
          continuing or surviving Person of such consolidation or merger, or (b)
          permit any other Person to  consolidate  with or merge into the Issuer
          and the Issuer shall be the  continuing  or  surviving  Person but, in
          connection with such consolidation or merger, any Capital Stock of the
          Issuer shall be changed into or exchanged for  Securities of any other
          Person  or  cash  or  any  other  property,  or  (c)  transfer  all or
          substantially  all of its properties or assets to any other Person, or
          (d) effect a capital reorganization or reclassification of its Capital
          Stock,  then, and in the case of each such  Triggering  Event,  proper
          provision  shall be made to the Warrant Price and the number of shares
          of Warrant  Stock that may be purchased  upon exercise of this Warrant
          so that,  upon the basis and the terms and in the manner  provided  in
          this  Warrant,  the Holder of this Warrant  shall be entitled upon the
          exercise hereof at any time after the  consummation of such Triggering
          Event,  to the  extent  this  Warrant is not  exercised  prior to such
          Triggering  Event, to receive at the Warrant Price as adjusted to take
          into account the consummation of such Triggering Event, in lieu of the
          Common Stock issuable upon such exercise of this Warrant prior to such
          Triggering  Event,  the  Securities,  cash and  property to which such
          Holder  would  have  been  entitled  upon  the  consummation  of  such
          Triggering  Event if such Holder had exercised the rights  represented
          by this Warrant  immediately  prior thereto  (including the right of a
          shareholder to elect the type of  consideration it will receive upon a
          Triggering  Event),   subject  to  adjustments   (subsequent  to  such
          corporate  action) as nearly equivalent as possible to the adjustments
          provided  for  elsewhere  in this Section 4,  provided,  however,  the
          Holder at its  option  may elect to receive an amount in cash equal to
          the  value  of  this  Warrant   calculated  in  accordance   with  the
          Black-Scholes formula. Immediately upon the occurrence of a Triggering
          Event,  the  Issuer  shall  notify  the  Holder  in  writing  of  such
          Triggering  Event and  provide the  calculations  in  determining  the
          number of shares of Warrant  Stock  issuable  upon exercise of the new
          warrant and the adjusted Warrant Price. Upon the Holder's request, the
          continuing or surviving  Person as a result of such  Triggering  Event
          shall issue to the Holder a new warrant of like tenor  evidencing  the
          right to purchase the adjusted  number of shares of Warrant  Stock and
          the adjusted  Warrant  Price  pursuant to the terms and  provisions of
          this Section 4(a)(i).  Notwithstanding  the foregoing to the contrary,
          this Section 4(a)(i) shall only apply if the surviving entity pursuant
          to  any  such  Triggering  Event  has a  class  of  equity  securities
          registered  pursuant  to  the  Securities  Exchange  Act of  1934,  as
          amended,  and its  common  stock is listed  or  quoted  on a  national
          securities  exchange,  national automated  quotation system or the OTC
          Bulletin Board. In the event that the surviving entity pursuant to any
          such  Triggering  Event is not a  public  company  that is  registered
          pursuant to the  Securities  Exchange Act of 1934, as amended,  or its
          common  stock  is  not  listed  or  quoted  on a  national  securities
          exchange,  national  automated  quotation  system or the OTC  Bulletin
          Board,  then the Holder shall have the right to demand that the Issuer
          pay to the Holder an amount in cash equal to the value of this Warrant
          calculated in accordance with the Black-Scholes formula.



                                       7
<PAGE>


               (ii) In the event  that the Holder has  elected  not to  exercise
          this Warrant prior to the  consummation of a Triggering  Event and has
          also  elected  not to  receive an amount in cash equal to the value of
          this Warrant  calculated in accordance with the Black-Scholes  formula
          pursuant to the provisions of Section  4(a)(i)  above,  so long as the
          surviving  entity  pursuant to any Triggering  Event is a company that
          has a class of equity securities registered pursuant to the Securities
          Exchange  Act of 1934,  as amended,  and its common stock is listed or
          quoted on a national securities exchange, national automated quotation
          system or the OTC Bulletin  Board,  the  surviving  entity and/or each
          Person  (other than the  Issuer)  which may be required to deliver any
          shares of Warrant Stock  (including all Securities,  cash or property)
          upon the exercise of this Warrant as provided herein shall assume,  by
          written instrument  delivered to, and reasonably  satisfactory to, the
          Holder of this Warrant,  (A) the  obligations of the Issuer under this
          Warrant  (and if the Issuer  shall  survive the  consummation  of such
          Triggering  Event,  such assumption shall be in addition to, and shall
          not release the Issuer from, any continuing  obligations of the Issuer
          under this  Warrant) and (B) the  obligation to deliver to such Holder
          such Securities, cash or property as, in accordance with the foregoing
          provisions  of this  subsection  (a), such Holder shall be entitled to
          receive,  and the surviving  entity and/or each such Person shall have
          similarly  delivered  to such  Holder an opinion  of  counsel  for the
          surviving  entity  and/or each such  Person,  which  counsel  shall be
          reasonably  satisfactory  to such  Holder,  or in the  alternative,  a
          written  acknowledgement  executed by the President or Chief Financial
          Officer of the Issuer,  stating  that this  Warrant  shall  thereafter
          continue  in full force and effect  and the terms  hereof  (including,
          without  limitation,  all of the  provisions of this  subsection  (a))
          shall  be  applicable  to the  shares  Warrant  Stock  (including  all
          Securities,  cash or property) which the surviving  entity and/or each
          such  Person may be  required  to deliver  upon any  exercise  of this
          Warrant or the exercise of any rights pursuant hereto.

          (b) Stock Dividends, Subdivisions and Combinations. If at any time the
     Issuer shall:

               (i) make or issue or set a  record  date for the  holders  of the
          Common Stock for the purpose of  entitling  them to receive a dividend
          payable in, or other distribution of, shares of Common Stock,

               (ii)  subdivide  its  outstanding  shares of Common  Stock into a
          larger number of shares of Common Stock, or

               (iii)  combine  its  outstanding  shares of Common  Stock  into a
          smaller number of shares of Common Stock,

then (1) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would own or be entitled to
receive  after the  happening of such event,  and (2) the Warrant  Price then in
effect  shall  be  adjusted  to  equal  (A) the  Warrant  Price  then in  effect
multiplied  by the number of shares of Common  Stock for which  this  Warrant is
exercisable  immediately  prior to the  adjustment  divided by (B) the number of



                                       8
<PAGE>

shares of Common Stock for which this Warrant is exercisable  immediately  after
such adjustment.

         (c) Certain Other Distributions. If at any time the Issuer shall make
or issue or set a record date for the holders of the Common Stock for the
purpose of entitling them to receive any dividend or other distribution of:

                  (i) cash,

                  (ii) any evidences of its indebtedness, any shares of stock of
         any class or any other Securities or property of any nature whatsoever
         (other than cash, Common Stock Equivalents or Additional Shares of
         Common Stock), or

                  (iii) any warrants or other rights to subscribe for or
         purchase any evidences of its indebtedness, any shares of stock of any
         class or any other securities or property of any nature whatsoever
         (other than cash, Common Stock Equivalents or Additional Shares of
         Common Stock), then (1) the number of shares of Common Stock for which
         this Warrant is exercisable shall be adjusted to equal the product of
         the number of shares of Common Stock for which this Warrant is
         exercisable immediately prior to such adjustment multiplied by a
         fraction (A) the numerator of which shall be the Per Share Market Value
         of Common Stock at the date of taking such record and (B) the
         denominator of which shall be such Per Share Market Value minus the
         amount allocable to one share of Common Stock of any such cash so
         distributable and of the fair value (as determined in good faith by the
         Board of Directors of the Issuer and supported by an opinion from an
         investment banking firm mutually agreed upon by the Issuer and the
         Holder) of any and all such evidences of indebtedness, shares of stock,
         other securities or property or warrants or other subscription or
         purchase rights so distributable, and (2) the Warrant Price then in
         effect shall be adjusted to equal (A) the Warrant Price then in effect
         multiplied by the number of shares of Common Stock for which this
         Warrant is exercisable immediately prior to the adjustment divided by
         (B) the number of shares of Common Stock for which this Warrant is
         exercisable immediately after such adjustment. A reclassification of
         the Common Stock (other than a change in par value, or from par value
         to no par value or from no par value to par value) into shares of
         Common Stock and shares of any other class of stock shall be deemed a
         distribution by the Issuer to the holders of its Common Stock of such
         shares of such other class of stock within the meaning of this Section
         4(c) and, if the outstanding shares of Common Stock shall be changed
         into a larger or smaller number of shares of Common Stock as a part of
         such reclassification, such change shall be deemed a subdivision or
         combination, as the case may be, of the outstanding shares of Common
         Stock within the meaning of Section 4(b).

          (d) Subsequent  Common Stock and Common Stock  Equivalents  Issues. In
     the event the Company,  shall issue or sell any Additional Shares of Common
     Stock or  Common  Stock  Equivalents  (otherwise  than as  provided  in the
     foregoing  subsections  (a) through (c) of this  Section 4), at a price per
     share less than the Warrant Price,  or without  consideration,  the Warrant
     Price then in effect  upon each such  issuance  shall be  adjusted  to that
     price (rounded to the nearest cent)  determined by multiplying  the Warrant
     Price by a fraction:  (1) the  numerator of which shall be equal to the sum
     of (A) the number of shares of Common Stock  outstanding  immediately prior
     to the  issuance  of such  Additional  Shares of Common  Stock plus (B) the



                                       9
<PAGE>

     number of shares of Common Stock (rounded to the nearest whole share) which
     the aggregate  consideration for the total number of such Additional Shares
     of Common Stock so issued would  purchase at a price per share equal to the
     then Warrant Price;  and (2) the denominator of which shall be equal to the
     number of shares of Common Stock outstanding immediately after the issuance
     of such  Additional  Shares of Common Stock. No adjustment of the number of
     shares of Common  Stock shall be made upon the  issuance of any  Additional
     Shares of Common  Stock which are issued  pursuant  to the  exercise of any
     warrants  or other  subscription  or  purchase  rights or  pursuant  to the
     exercise  of  any  conversion  or  exchange  rights  in  any  Common  Stock
     Equivalents if any such adjustment shall previously have been made upon the
     issuance  of such  warrants  or other  rights or upon the  issuance of such
     Common  Stock  Equivalents  (or upon the  issuance  of any warrant or other
     rights therefore).

          (e) Other Provisions applicable to Adjustments under this Section. The
     following  provisions  shall be applicable to the making of  adjustments of
     the number of shares of Common Stock for which this Warrant is  exercisable
     and the Warrant Price then in effect provided for in this Section 4:

               (i)  Computation  of  Consideration.   To  the  extent  that  any
          Additional  Shares of Common Stock or any Common Stock Equivalents (or
          any  warrants  or other  rights  therefor)  shall be  issued  for cash
          consideration, the consideration received by the Issuer therefor shall
          be the amount of the cash received by the Issuer therefor, or, if such
          Additional  Shares of Common  Stock or Common  Stock  Equivalents  are
          offered by the Issuer for subscription, the subscription price, or, if
          such Additional Shares of Common Stock or Common Stock Equivalents are
          sold  to  underwriters  or  dealers  for  public  offering  without  a
          subscription  offering, the initial public offering price (in any such
          case  subtracting any amounts paid or receivable for accrued  interest
          or accrued dividends and without taking into account any compensation,
          discounts  or  expenses  paid or incurred by the Issuer for and in the
          underwriting  of,  or  otherwise  in  connection  with,  the  issuance
          thereof).  In connection with any merger or consolidation in which the
          Issuer is the surviving Person (other than any consolidation or merger
          in which the  previously  outstanding  shares  of Common  Stock of the
          Issuer  shall  be  changed  to or  exchanged  for the  stock  or other
          securities of another Person),  the amount of consideration  therefore
          shall be, deemed to be the fair value, as determined reasonably and in
          good faith by the Board, of such portion of the assets and business of
          the nonsurviving  Person as the Board may determine to be attributable
          to such shares of Common  Stock or Common  Stock  Equivalents,  as the
          case may be. The  consideration  for any  Additional  Shares of Common
          Stock  issuable  pursuant to any warrants or other rights to subscribe
          for or purchase  the same shall be the  consideration  received by the
          Issuer for issuing such  warrants or other rights plus the  additional
          consideration  payable to the Issuer upon exercise of such warrants or
          other rights.  The  consideration  for any Additional Shares of Common
          Stock issuable  pursuant to the terms of any Common Stock  Equivalents
          shall be the consideration received by the Issuer for issuing warrants
          or other  rights  to  subscribe  for or  purchase  such  Common  Stock
          Equivalents,  plus the consideration  paid or payable to the Issuer in
          respect of the  subscription  for or  purchase  of such  Common  Stock
          Equivalents, plus the additional consideration, if any, payable to the
          Issuer  upon the  exercise of the right of  conversion  or exchange in
          such Common Stock  Equivalents.  In the event of any  consolidation or
          merger of the Issuer in which the Issuer is not the  surviving  Person
          or in which the previously  outstanding  shares of Common Stock of the



                                       10
<PAGE>

          Issuer  shall be  changed  into or  exchanged  for the  stock or other
          securities  of another  Person,  or in the event of any sale of all or
          substantially  all of the  assets  of the  Issuer  for  stock or other
          securities of any Person,  the Issuer shall be deemed to have issued a
          number of shares of its Common Stock for stock or  securities or other
          property  of the other  Person  computed  on the  basis of the  actual
          exchange  ratio on which the  transaction  was  predicated,  and for a
          consideration  equal  to the  fair  market  value  on the date of such
          transaction  of all such stock or securities or other  property of the
          other Person.  In the event any  consideration  received by the Issuer
          for any  securities  consists  of property  other than cash,  the fair
          market  value  thereof  at  the  time  of  issuance  or  as  otherwise
          applicable  shall be as determined in good faith by the Board.  In the
          event Common Stock is issued with other shares or  securities or other
          assets  of  the  Issuer  for  consideration  which  covers  both,  the
          consideration  computed as provided in this Section  4(e)(i)  shall be
          allocated among such securities and assets as determined in good faith
          by the Board.

               (ii) When  Adjustments  to Be Made. The  adjustments  required by
          this Section 4 shall be made  whenever  and as often as any  specified
          event requiring an adjustment shall occur,  except that any adjustment
          of the  number of shares of Common  Stock for which  this  Warrant  is
          exercisable that would otherwise be required may be postponed  (except
          in the case of a subdivision  or  combination  of shares of the Common
          Stock, as provided for in Section 4(b)) up to, but not beyond the date
          of  exercise  if such  adjustment  either  by  itself  or  with  other
          adjustments  not  previously  made  adds or  subtracts  less  than one
          percent  (1%) of the shares of Common  Stock for which this Warrant is
          exercisable  immediately  prior to the making of such adjustment.  Any
          adjustment  representing  a change of less than  such  minimum  amount
          (except as aforesaid)  which is postponed shall be carried forward and
          made (x) as soon as such adjustment,  together with other  adjustments
          required by this Section 4 and not previously  made, would result in a
          minimum adjustment, or (y) on the date of exercise. For the purpose of
          any  adjustment,  any specified event shall be deemed to have occurred
          at the close of business on the date of its occurrence.

               (iii) Fractional  Interests.  In computing adjustments under this
          Section 4,  fractional  interests  in Common Stock shall be taken into
          account to the nearest one one-hundredth (1/100th) of a share.

               (iv) When  Adjustment  Not  Required.  If the Issuer shall take a
          record of the holders of its Common Stock for the purpose of entitling
          them to receive a dividend or distribution or subscription or purchase
          rights  and  shall,   thereafter  and  before  the   distribution   to
          stockholders thereof,  legally abandon its plan to pay or deliver such
          dividend,   distribution,   subscription  or  purchase  rights,   then
          thereafter no adjustment  shall be required by reason of the taking of
          such record and any such adjustment previously made in respect thereof
          shall be rescinded and annulled.

          (h) Form of Warrant after  Adjustments.  The form of this Warrant need
     not be  changed  because of any  adjustments  in the  Warrant  Price or the
     number  and  kind of  Securities  purchasable  upon  the  exercise  of this
     Warrant.

          (i)  Escrow  of  Warrant   Stock.   If  after  any  property   becomes



                                       11
<PAGE>

     distributable  pursuant  to this  Section 4 by reason of the  taking of any
     record of the holders of Common Stock,  but prior to the  occurrence of the
     event  for  which  such  record is taken,  and the  Holder  exercises  this
     Warrant,  any shares of Common Stock  issuable  upon  exercise by reason of
     such  adjustment  shall be deemed the last shares of Common Stock for which
     this  Warrant is  exercised  (notwithstanding  any other  provision  to the
     contrary  herein) and such shares or other property shall be held in escrow
     for the  Holder by the  Issuer to be issued to the  Holder  upon and to the
     extent that the event  actually  takes  place,  upon payment of the current
     Warrant Price.  Notwithstanding any other provision to the contrary herein,
     if the  event  for  which  such  record  was  taken  fails  to  occur or is
     rescinded,  then such escrowed  shares shall be cancelled by the Issuer and
     escrowed property returned.

          (j) Adjustment for Failure to Amend Certificate of Incorporation.  The
     Holder  has been  informed  by the  Issuer  that the  Issuer  does not have
     sufficient shares of Common Stock authorized for which to enable the Holder
     to exercise the purchase  rights  represented  by this Warrant.  The Issuer
     undertakes  to use its best efforts to become  reporting  under the federal
     securities  laws and seek to be re-listed for quotation on the OTC Bulletin
     Board as soon as  practical,  seek to maintain  such listing so long as the
     Holder has purchase rights represented by this Warrant,  and shall, as soon
     as practical as  thereafter  possible,  will take all required  steps under
     applicable  state and  federal  law to  increase  the number of  authorized
     shares of Common Stock to enable the Holder to exercise the purchase rights
     represented by this Warrant.  In all events,  the relisting process and the
     amendment of the Maker's Certificate of Incorporation shall be accomplished
     by no later  than June 1,  2008 (the  "Charter  Amendment  Date").  In this
     regard,  the  terms  and  conditions  of such  increase  in the  number  of
     authorized Common Stock shall be subject to the Holder's prior consent.

     In the  event  the  Issuer  does not  comply  with the  provisions  of this
subsection,  then the number of shares of  Warrant  Stock  subject  to  purchase
rights  represented by this Warrant shall be increased by an amount equal to two
percent (2%) of the Warrant  Share Number (as  adjusted in  accordance  with the
terms hereof) for each calendar  month or portion  thereof  thereafter  from the
Charter Amendment Date until the applicable default hereunder has been cured.

     5.  Notice of  Adjustments.  Whenever  the Warrant  Price or Warrant  Share
Number  shall be adjusted  pursuant  to Section 4 hereof  (for  purposes of this
Section 5, each an  "Adjustment"),  the Issuer  shall cause its Chief  Financial
Officer to prepare  and  execute a  certificate  setting  forth,  in  reasonable
detail,  the event requiring the Adjustment,  the amount of the Adjustment,  the
method by which such  Adjustment was calculated  (including a description of the
basis on which the Board  made any  determination  hereunder),  and the  Warrant
Price and Warrant Share Number after giving effect to such Adjustment, and shall
cause copies of such  certificate  to be delivered to the Holder of this Warrant
promptly after each Adjustment. Any dispute between the Issuer and the Holder of
this Warrant with  respect to the matters set forth in such  certificate  may at
the  option  of the  Holder  of this  Warrant  be  submitted  to an  Independent
Appraiser  selected by the Holder;  provided that the Issuer shall have ten (10)
days  after  receipt  of  notice  from  such  Holder  of its  selection  of such
Independent  Appraiser to object thereto, in which case such Holder shall select
another such  Independent  Appraiser  and the Issuer shall have no such right of
objection.  The Independent  Appraiser selected by the Holder of this Warrant as
provided in the  preceding  sentence  shall be  instructed  to deliver a written
opinion as to such matters to the Issuer and such Holder within thirty (30) days
after submission to it of such dispute.  Such opinion shall be final and binding
on the parties  hereto.  The costs and expenses of the initial firm  selected as



                                       12
<PAGE>

Independent Appraiser shall be paid equally by the Issuer and the Holder and, in
the case of an objection by the Issuer, the costs and expenses of the subsequent
firm selected as Independent Appraiser shall be paid in full by the Issuer.

     6. Fractional  Shares. No fractional shares of Warrant Stock will be issued
in connection with any exercise hereof,  but in lieu of such fractional  shares,
the Issuer shall round the number of shares to be issued upon exercise up to the
nearest whole number of shares.

     7. Ownership Cap and Exercise Restriction.  Notwithstanding anything to the
contrary  set forth in this  Warrant,  at no time may a Holder  of this  Warrant
exercise  this  Warrant  if the  number of  shares of Common  Stock to be issued
pursuant to such exercise would exceed, when aggregated with all other shares of
Common  Stock owned by such Holder at such time,  the number of shares of Common
Stock which would result in such Holder  beneficially  owning (as  determined in
accordance  with Section 13(d) of the Exchange Act and the rules  thereunder) in
excess of 9.99% of the then  issued  and  outstanding  shares  of Common  Stock;
provided,  however, that upon a holder of this Warrant providing the Issuer with
sixty-one (61) days notice (pursuant to Section 12 hereof) (the "Waiver Notice")
that such  Holder  would like to waive this  Section 7 with regard to any or all
shares of Common Stock  issuable upon  exercise of this Warrant,  this Section 7
will be of no force or effect  with  regard to all or a portion  of the  Warrant
referenced in the Waiver Notice;  provided,  further,  that during the sixty-one
(61) day period  prior to the  Expiration  Date of this  Warrant  the Holder may
waive this Section 7 upon  providing  the Waiver  Notice at any time during such
sixty-one (61) day period; and provided,  further, that any Waiver Notice during
the sixty-one (61) day period prior to the Expiration Date will not be effective
until the last date of the Term.

     8. Definitions.  For the purposes of this Warrant, the following terms have
the following meanings:

               "Additional  Shares of Common  Stock"  means all shares of Common
          Stock  issued by the Issuer  after the  Original  Issue Date,  and all
          shares  of Other  Common,  if any,  issued  by the  Issuer  after  the
          Original Issue Date,  except:  (i) securities  issued  pursuant to the
          conversion or exercise of convertible or exercisable securities issued
          or  outstanding  on or prior to the date of the Purchase  Agreement or
          issued  pursuant to the Purchase  Agreement (so long as the conversion
          or  exercise  price in such  securities  are not amended to lower such
          price and/or  adversely  affect the Holders),  (ii) the Warrant Stock,
          (iii)  Common  Stock  issued or the  issuance  or grants of options to
          purchase Common Stock pursuant to the Company's stock option plans and
          employee stock purchase plans that either (x) exist on the date of the
          Purchase  Agreement,  or (y) do not  exceed ten  percent  (10%) of the
          outstanding Common Stock of the Company as of the date of the Purchase
          Agreement,  (iv) any shares of Common Stock issued upon  conversion of
          any note  issued  to the  placement  agent and its  designees  for the
          transactions  contemplated  by the  Purchase  Agreement,  and  (v) any
          shares of Common Stock issued upon the exercise of the warrant  issued
          to Donald  Jones for the  transactions  contemplated  by the  Purchase
          Agreement.

               "Board" shall mean the Board of Directors of the Issuer.



                                       13
<PAGE>

               "Capital  Stock"  means  and  includes  (i) any  and all  shares,
          interests,  participations  or other  equivalents  of or  interests in
          (however designated) corporate stock,  including,  without limitation,
          shares  of  preferred  or  preference   stock,  (ii)  all  partnership
          interests  (whether  general  or  limited)  in any  Person  which is a
          partnership,  (iii) all  membership  interests  or  limited  liability
          company  interests  in any  limited  liability  company,  and (iv) all
          equity or ownership interests in any Person of any other type.

               "Certificate   of   Incorporation"   means  the   Certificate  of
          Incorporation  of the Issuer as in effect on the Original  Issue Date,
          and as hereafter from time to time amended, modified,  supplemented or
          restated in accordance  with the terms hereof and thereof and pursuant
          to applicable law.

               "Common  Stock"  means the  Common  Stock,  $0.001  par value per
          share,  of the ssuer and any other Capital Stock into which such stock
          may hereafter be changed.

               "Common  Stock  Equivalent"  means any  Convertible  Security  or
          warrant,  option  or other  right to  subscribe  for or  purchase  any
          Additional Shares of Common Stock or any Convertible Security.

               "Convertible Securities" means evidences of Indebtedness,  shares
          of Capital Stock or other  Securities  which are or may be at any time
          convertible  into or  exchangeable  for  Additional  Shares  of Common
          Stock.  The term  "Convertible  Security" means one of the Convertible
          Securities.

               "Delivery Date" shall be the date not exceeding three (3) Trading
          Days after an exercise of this Warrant.

               "DTC" means the Depository Trust Company.

               "DWAC" means the Deposit Withdrawal Agent Commission System.

               "Expiration Date" means March 7, 2015.

               "Fundamental  Transaction" means that the Company shall, directly
          or indirectly, in one or more related transactions, (i) consolidate or
          merge  with  or into  (whether  or not the  Company  is the  surviving
          corporation)  another Person or Persons,  if the holders of the Voting
          Stock (not  including any shares of Voting Stock held by the Person or
          Persons  making or party  to, or  associated  or  affiliated  with the
          Persons making or party to, such consolidation or merger)  immediately
          prior to such  consolidation or merger shall hold or have the right to
          direct the voting of less than 50% of the Voting  Stock or such voting
          securities of such other surviving Person  immediately  following such
          transaction,  or (ii)  sell,  assign,  transfer,  convey or  otherwise
          dispose of all or substantially all of the properties or assets of the
          Company to another  Person,  or (iii) allow  another  Person to make a
          purchase,  tender or exchange offer that is accepted by the holders of
          more  than the 50% of the  outstanding  shares of  Voting  Stock  (not
          including  any  shares of Voting  Stock  held by the Person or Persons
          making or party to,  or  associated  or  affiliated  with the  Persons
          making or party to, such purchase,  tender or exchange offer), or (iv)
          consummate a stock purchase  agreement or other  business  combination



                                       14
<PAGE>

          (including,  without limitation,  a reorganization,  recapitalization,
          spin-off or scheme of  arrangement)  with another  Person whereby such
          other Person acquires more than the 50% of the  outstanding  shares of
          Voting  Stock (not  including  any shares of Voting  Stock held by the
          other Person or other  Persons  making or party to, or  associated  or
          affiliated  with the other  Persons  making or party  to,  such  stock
          purchase  agreement or other business  combination),  (v)  reorganize,
          recapitalize  or  reclassify  its Common Stock or (vi) any "person" or
          "group"  (as these terms are used for  purposes of Sections  13(d) and
          14(d) of the Securities  Exchange Act of 1934, as amended) is or shall
          become  the  "beneficial  owner" (as  defined in Rule 13d-3  under the
          Securities Exchange Act of 1934, as amended),  directly or indirectly,
          of 50% of the aggregate  ordinary  voting power  represented by issued
          and outstanding Common Stock.

               "Governmental  Authority" means any  governmental,  regulatory or
          self-regulatory  entity,   department,   body,  official,   authority,
          commission,  board, agency or instrumentality,  whether federal, state
          or local, and whether domestic or foreign.

               "Holders"  mean the  Persons  who shall from time to time own any
          Warrant. The term "Holder" means one of the Holders.

               "Independent  Appraiser"  means a nationally  recognized or major
          regional  investment  banking  firm or firm of  independent  certified
          public accountants of recognized  standing (which may be the firm that
          regularly  examines the  financial  statements  of the Issuer) that is
          regularly  engaged in the business of appraising  the Capital Stock or
          assets of corporations or other entities as going concerns,  and which
          is not affiliated with either the Issuer or the Holder of any Warrant.

               "Issuer" means Total Luxury Group, Inc., an Indiana  corporation,
          and its successors.

               "Majority  Holders"  means at any time the  Holders  of  Warrants
          exercisable  for a majority  of the shares of Warrant  Stock  issuable
          under the Warrants at the time outstanding.

               "Original Issue Date" means March 7, 2008.

               "OTC  Bulletin  Board"  means  the  over-the-counter   electronic
          bulletin board.

               "Other Common" means any other Capital Stock of the Issuer of any
          class  which  shall be  authorized  at any time after the date of this
          Warrant  (other than  Common  Stock) and which shall have the right to
          participate in the  distribution  of earnings and assets of the Issuer
          without limitation as to amount.

               "Outstanding   Common  Stock"  means,  at  any  given  time,  the
          aggregate amount of outstanding shares of Common Stock,  assuming full
          exercise,  conversion  or exchange  (as  applicable)  of all  options,
          warrants  and  other   Securities   which  are  convertible   into  or
          exercisable  or  exchangeable  for,  and any right to  subscribe  for,
          shares of Common Stock that are outstanding at such time.



                                       15
<PAGE>

               "Person"  means an  individual,  corporation,  limited  liability
          company,  partnership,  joint  stock  company,  trust,  unincorporated
          organization, joint venture, Governmental Authority or other entity of
          whatever nature.

               "Per Share  Market  Value" means on any  particular  date (a) the
          last  closing bid price per share of the Common  Stock on such date on
          the OTC Bulletin Board or another  registered  national stock exchange
          on which the Common Stock is then listed, or if there is no such price
          on such date, then the closing bid price on such exchange or quotation
          system on the date nearest  preceding  such date, or (b) if the Common
          Stock is not listed then on the OTC Bulletin  Board or any  registered
          national  stock  exchange,  the last  closing bid price for a share of
          Common Stock in the  over-the-counter  market,  as reported by the OTC
          Bulletin Board or in the National  Quotation  Bureau  Incorporated  or
          similar   organization  or  agency  succeeding  to  its  functions  of
          reporting prices) at the close of business on such date, or (c) if the
          Common  Stock is not then  reported by the OTC  Bulletin  Board or the
          National  Quotation Bureau  Incorporated  (or similar  organization or
          agency  succeeding  to its  functions of reporting  prices),  then the
          "Pink Sheet" quotes for the  applicable  Trading Days  preceding  such
          date of determination, or (d) if the Common Stock is not then publicly
          traded the fair market value of a share of Common Stock as  determined
          by an  Independent  Appraiser  selected in good faith by the  Majority
          Holders;  provided,  however,  that the Issuer,  after  receipt of the
          determination by such Independent  Appraiser,  shall have the right to
          select an additional  Independent  Appraiser,  in which case, the fair
          market  value shall be equal to the average of the  determinations  by
          each  such  Independent  Appraiser;  and  provided,  further  that all
          determinations  of the Per Share Market  Value shall be  appropriately
          adjusted  for any  stock  dividends,  stock  splits  or other  similar
          transactions  during such  period.  The  determination  of fair market
          value by an Independent  Appraiser shall be based upon the fair market
          value of the Issuer  determined  on a going concern basis as between a
          willing  buyer  and a willing  seller  and  taking  into  account  all
          relevant  factors  determinative  of  value,  and  shall be final  and
          binding on all parties.  In  determining  the fair market value of any
          shares  of  Common  Stock,  no  consideration  shall  be  given to any
          restrictions  on transfer of the Common Stock  imposed by agreement or
          by federal or state  securities  laws,  or to the existence or absence
          of, or any limitations on, voting rights.

               "Purchase  Agreement" means the Stock Purchase Agreement dated as
          of March 7, 2008, among the Issuer and the Sellers.

               "Sellers"  means the  sellers of the shares of Petals  Decorative
          Accents Inc. common stock, par value $0.00001 pursuant to the Purchase
          Agreement.

               "Securities"  means any debt or equity  securities of the Issuer,
          whether now or hereafter authorized,  any instrument  convertible into
          or exchangeable for Securities or a Security,  and any option, warrant
          or other right to purchase or acquire any Security.  "Security"  means
          one of the Securities.

               "Securities Act" means the Securities Act of 1933, as amended, or
          any similar federal statute then in effect.



                                       16
<PAGE>

               "Subsidiary"   means  any  corporation  at  least  50%  of  whose
          outstanding  Voting  Stock  shall  at the time be  owned  directly  or
          indirectly by the Issuer or by one or more of its Subsidiaries,  or by
          the Issuer and one or more of its Subsidiaries.

               "Term" has the meaning specified in Section 1 hereof.

               "Trading Day" means (a) a day on which the Common Stock is traded
          on the OTC Bulletin Board, or (b) if the Common Stock is not traded on
          the OTC Bulletin  Board,  a day on which the Common Stock is quoted in
          the  over-the-counter  market as  reported by the  National  Quotation
          Bureau Incorporated (or any similar  organization or agency succeeding
          its functions of reporting  prices);  provided,  however,  that in the
          event  that the  Common  Stock is not listed or quoted as set forth in
          (a) or (b)  hereof,  then  Trading  Day  shall  mean  any  day  except
          Saturday,  Sunday and any day which shall be a legal  holiday or a day
          on which banking  institutions in the State of New York are authorized
          or required by law or other government action to close.

               "Voting  Stock"  means,  as applied to the  Capital  Stock of any
          corporation,   Capital   Stock  of  any  class  or  classes   (however
          designated)  having  ordinary  voting  power  for  the  election  of a
          majority of the members of the Board of Directors (or other  governing
          body) of such corporation,  other than Capital Stock having such power
          only by reason of the happening of a contingency.

               "Warrants"  means the  Warrants  issued  pursuant to the Purchase
          Agreement,  including, without limitation, this Warrant, and any other
          warrants of like tenor  issued in  substitution  or  exchange  for any
          thereof  pursuant  to the  provisions  of Section  2(c),  2(d) or 2(e)
          hereof or of any of such other Warrants.

               "Warrant Price" means:

                    (i)  $0.01,  with respect to the Tranche 1 Warrants (as such
                         price may be adjusted from time to time as shall result
                         from  the   adjustments   specified  in  this  Warrant,
                         including Section 4 hereto);

                    (ii) $0.10,  with respect to the Tranche 2 Warrants (as such
                         price may be adjusted from time to time as shall result
                         from  the   adjustments   specified  in  this  Warrant,
                         including Section 4 hereto);

                    (iii) $0.25, with respect to the Tranche 3 Warrants (as such
                         price may be adjusted from time to time as shall result
                         from  the   adjustments   specified  in  this  Warrant,
                         including Section 4 hereto), provided, however, that in
                         the  event  of  a  Fundamental   Transaction  prior  to
                         12/31/09,  the exercise  price shall be equal to twenty
                         percent (20%) discount to the price at which the Common
                         Stock is valued in such Fundamental Transaction; and

                    (iv) $0.50,  with  respect to the Trance 4 Warrants (as such
                         price may be adjusted from time to time as shall result
                         from  the   adjustments   specified  in  this  Warrant,
                         including Section 4 hereto), provided, however, that in



                                       17
<PAGE>

                         the  event  of  a  Fundamental   Transaction  prior  to
                         12/31/09,  the exercise  price shall be equal to twenty
                         percent (20%) discount to the price at which the Common
                         Stock is valued in such Fundamental Transaction.

               as such price may be adjusted  from time to time as shall  result
          from the adjustments  specified in this Warrant,  including  Section 4
          hereto.

               "Warrant Share Number" means at any time the aggregate  number of
          shares of  Warrant  Stock  which may at such  time be  purchased  upon
          exercise of this Warrant, after giving effect to all prior adjustments
          and  increases  to such  number  made or required to be made under the
          terms hereof.

               "Warrant  Stock" means Common Stock issuable upon exercise of any
          Warrant or Warrants or otherwise  issuable  pursuant to any Warrant or
          Warrants  and/or  Securities,  cash and  property to which such Holder
          would have been  entitled upon the  occurrence  of certain  events set
          forth in Section 4.

     9. Other Notices. In case at any time:

                    (A)  the Issuer shall make any  distributions to the holders
                         of Common Stock; or

                    (B)  the Issuer shall  authorize the granting to all holders
                         of its  Common  Stock of  rights  to  subscribe  for or
                         purchase  any shares of  Capital  Stock of any class or
                         other rights; or

                    (C)  there  shall  be any  reclassification  of the  Capital
                         Stock of the Issuer; or

                    (D)  there  shall  be  any  capital  reorganization  by  the
                         Issuer; or

                    (E)  there  shall  be  any  (i)   consolidation   or  merger
                         involving  the Issuer or (ii) sale,  transfer  or other
                         disposition of all or substantially all of the Issuer's
                         property,  assets or business (except a merger or other
                         reorganization   in  which  the  Issuer  shall  be  the
                         surviving  corporation  and its shares of Capital Stock
                         shall  continue to be  outstanding  and  unchanged  and
                         except a consolidation, merger, sale, transfer or other
                         disposition involving a wholly-owned Subsidiary); or

                    (F)  there shall be a voluntary or involuntary  dissolution,
                         liquidation  or winding-up of the Issuer or any partial
                         liquidation of the Issuer or distribution to holders of
                         Common Stock;

then, in each of such cases,  the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer  shall close or a record  shall
be taken for such dividend,  distribution  or  subscription  rights or (ii) such



                                       18
<PAGE>

reorganization,    reclassification,    consolidation,    merger,   disposition,
dissolution,  liquidation or  winding-up,  as the case may be, shall take place.
Such notice also shall  specify the date as of which the holders of Common Stock
of record shall  participate  in such  dividend,  distribution  or  subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation, merger, disposition,  dissolution, liquidation
or  winding-up,  as the case may be. Such notice  shall be given at least twenty
(20) days prior to the action in question  and not less than ten (10) days prior
to the record date or the date on which the Issuer's  transfer  books are closed
in respect  thereto.  This Warrant  entitles the Holder to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Common Stock.

     10.  Amendment  and Waiver;  Failure or  Indulgence  Not Waiver.  Any term,
covenant,  agreement or condition in this Warrant may be amended,  or compliance
therewith may be waived (either generally or in a particular instance and either
retroactively or prospectively),  by a written instrument or written instruments
executed by the Issuer and the Majority Holders; provided, however, that no such
amendment or waiver shall reduce the Warrant Share Number,  increase the Warrant
Price,  shorten the period  during which this Warrant may be exercised or modify
any  provision  of this  Section  10 without  the  consent of the Holder of this
Warrant.  No  consideration  shall be  offered or paid to any person to amend or
consent to a waiver or  modification of any provision of this Warrant unless the
same consideration is also offered to all holders of the Warrants. No failure or
delay on the part of the Holder in the exercise of any power, right or privilege
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise  of any  such  power,  right or  privilege  preclude  other or  further
exercise thereof or of any other right, power or privilege, nor shall any waiver
by the Holder of any such right or rights on any one occasion be deemed a waiver
of the same right or rights on any future occasion.

     11. Governing Law; Jurisdiction. The parties acknowledge and agree that any
claim,  controversy,  dispute or action relating in any way to this agreement or
the subject matter of this agreement shall be governed solely by the laws of the
State of Delaware, without regard to any conflict of laws doctrines. The parties
irrevocably consent to being served with legal process issued from the state and
federal  courts  located in New York and  irrevocably  consent to the  exclusive
personal  jurisdiction  of the federal and state courts situated in the State of
New  York.  The  parties  irrevocably  waive  any  objections  to  the  personal
jurisdiction  of these  courts.  Said  courts  shall  have  sole  and  exclusive
jurisdiction over any and all claims, controversies,  disputes and actions which
in any way relate to this agreement or the subject matter of this agreement. The
parties also  irrevocably  waive any objections that these courts  constitute an
oppressive,  unfair, or inconvenient forum and agree not to seek to change venue
on these grounds or any other grounds.

     TO THE FULL EXTENT  PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO
WAIVES TRIAL BY JURY WITH RESPECT TO ANY CLAIM,  CONTROVERSY,  DISPUTE OR ACTION
RELATING IN ANY WAY TO THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT.

     12. Notices.  Any notice,  demand,  request,  waiver or other communication
required or  permitted  to be given  hereunder  shall be in writing and shall be
effective  (a) upon hand  delivery by telecopy  or  facsimile  at the address or



                                       19
<PAGE>

number  designated  below (if delivered on a business day during normal business
hours where such notice is to be received),  or the first business day following
such delivery (if delivered  other than on a business day during normal business
hours where such notice is to be  received)  or (b) on the second  business  day
following  the date of  mailing  by  express  courier  service,  fully  prepaid,
addressed to such address,  or upon actual  receipt of such  mailing,  whichever
shall first occur. The addresses for such communications shall be:

If to the Issuer:                   Total Luxury Group, Inc.
                                    11900 Biscayne Blvd Suite #621
                                    Miami, Florida  33181
                                    Attention: Chief Executive Officer
                                    Tel. No.: 954-741-6300
                                    Fax No.: 954-741-6555


If to any Holder:                   At the address of such Holder set forth on
                                    Exhibit A to the Purchase

                                    Agreement, with copies to:

                                    Gersten Savage LLP
                                    600 Lexington Avenue, 9th Floor
                                    New York, New York 10022
                                    Attention: David Danovitch, Esq.
                                    Tel. No.: (212) 752-9700
                                    Fax No.: (212) 980-5192

     Any party  hereto may from time to time  change its  address for notices by
giving written notice of such changed address to the other party hereto.

     13. Warrant Agent. The Issuer may, by written notice to each Holder of this
Warrant, appoint an agent having an office in New York, New York for the purpose
of issuing  shares of Warrant Stock on the exercise of this Warrant  pursuant to
Section 2(e) hereof,  exchanging this Warrant pursuant to Section 2(e) hereof or
replacing this Warrant pursuant to Section 3(d) hereof, or any of the foregoing,
and thereafter any such issuance,  exchange or replacement,  as the case may be,
shall be made at such office by such agent.

     14. Remedies. The remedies provided in this Warrant shall be cumulative and
in addition to all other  remedies  available  under this Warrant,  at law or in
equity (including,  without limitation,  a decree of specific performance and/or
other injunctive relief), no remedy contained herein shall be deemed a waiver of
compliance  with the  provisions  giving rise to such remedy and nothing  herein
shall  limit a Holder's  right to pursue  actual  damages for any failure by the
Issuer to comply with the terms of this  Warrant.  Amounts set forth or provided
for herein with respect to payments,  exercise and the like (and the computation
thereof) shall be the amounts to be received by the Holder hereof and shall not,
except as expressly  provided herein,  be subject to any other obligation of the
Issuer (or the performance thereof). The Issuer acknowledges that a breach by it
of its  obligations  hereunder will cause  irreparable  and material harm to the
Holder  and  that  the  remedy  at law for any such  breach  may be  inadequate.
Therefore  the Issuer agrees that, in the event of any such breach or threatened
breach, the Holder shall be entitled,  in addition to all other available rights
and remedies,  at law or in equity,  to seek and obtain such  equitable  relief,



                                       20
<PAGE>

including  but not  limited  to an  injunction  restraining  any such  breach or
threatened  breach,  without the necessity of showing  economic loss and without
any bond or other security being required.

     15.  Successors and Assigns.  This Warrant and the rights  evidenced hereby
shall inure to the benefit of and be binding upon the  successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant  Stock issued  pursuant  hereto,  and shall be  enforceable  by any such
Holder or Holder of Warrant Stock.

     16. Construction. This Warrant shall be deemed to be jointly drafted by the
Company and all the Holders and shall not be construed against any person as the
drafter hereof.

     17.  Headings.  The  headings  of the  Sections  of  this  Warrant  are for
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.

     18.  Registration  Rights.  The Holder of this  Warrant is  entitled to the
benefit of certain  registration  rights  with  respect to the shares of Warrant
Stock  issuable upon the exercise of this Warrant  pursuant to the  Registration
Rights  Agreement  and the  registration  rights  with  respect to the shares of
Warrant  Stock  issuable  upon the  exercise of this  Warrant by any  subsequent
Holder may only be assigned in accordance  with the terms and  provisions of the
Registrations Rights Agreement and Section 2(f) hereof.

     19. Enforcement  Expenses.  The Issuer agrees to pay all costs and expenses
of the Holder  incurred as a result of enforcement  of this Warrant,  including,
without limitation, reasonable attorneys' fees and expenses.

     20. Binding Effect.  The obligations of the Issuer and the Holder set forth
herein  shall be binding  upon the  successors  and  assigns of each such party,
whether or not such successors or assigns are permitted by the terms hereof.

                  [Remainder of page intentionally left blank]




                                       21
<PAGE>




         IN WITNESS WHEREOF, the Issuer has executed this Series B Warrant as of
the day and year first above written.


                                                 TOTAL LUXURY GROUP, INC.



                                                 By:
                                                     ---------------------------
                                                     Name:
                                                     Title:












                                       22
<PAGE>






                                  EXERCISE FORM
                                SERIES B WARRANT
                            TOTAL LUXURY GROUP, INC.

The  undersigned  _______________,  pursuant  to the  provisions  of the  within
Warrant,  hereby elects to purchase _____ shares of Common Stock of Total Luxury
Group, Inc. covered by the within Warrant.

Dated: _________________            Signature__________________________________


                                    Address ___________________________________
                                            ___________________________________


Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise: _________________________

The undersigned is an "accredited investor" as defined in Regulation D under the
Securities Act of 1933, as amended.

The  undersigned  intends  that  payment of the  Warrant  Price shall be made as
(check one):

                  Cash Exercise_______

                  Cashless Exercise_______

If the  Holder has  elected a Cash  Exercise,  the  Holder  shall pay the sum of
$________  by  certified  or official  bank check (or via wire  transfer) to the
Issuer in accordance with the terms of the Warrant.

If the Holder has elected a Cashless Exercise,  a certificate shall be issued to
the  Holder for the number of shares  equal to the whole  number  portion of the
product of the  calculation set forth below,  which is ___________.  The Company
shall pay a cash adjustment in respect of the fractional  portion of the product
of the  calculation  set forth  below in an amount  equal to the  product of the
fractional portion of such product and the Per Share Market Value on the date of
exercise, which product is ____________.

         X = Y - (A)(Y)
                 ------
                   B
Where:

The   number  of  shares   of   Common   Stock  to  be  issued  to  the   Holder
__________________("X").

The number of shares of Common  Stock  purchasable  upon  exercise of all of the
Warrant or, if only a portion of the Warrant is being exercised,  the portion of
the Warrant being exercised ___________________________ ("Y"). The Warrant Price
______________ ("A").

The Per Share Market Value of one share of Common Stock__________________ ("B").



                                        i
<PAGE>



                                   ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________            Signature _________________________________


                                    Address ___________________________________
                                            ___________________________________


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the right to  purchase  _________  shares of  Warrant  Stock
evidenced  by the within  Warrant  together  with all rights  therein,  and does
irrevocably  constitute and appoint  ___________________,  attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________            Signature__________________________________


                                    Address ___________________________________
                                            ___________________________________


                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W-___ canceled (or  transferred or exchanged) this _____ day of
___________,  _____,  shares  of Common  Stock  issued  therefor  in the name of
_______________,  Warrant No.  W-_____ issued for ____ shares of Common Stock in
the name of _______________.




                                       ii
<PAGE>