Unassociated Document


    EXHIBIT
      4.1

    


    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
      OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
      PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
      LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION
      FROM
      REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
      IS
      AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

    


    AN
      INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST
      RELY
      ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS INVOLVED.
      

     

    
      	Warrant to Purchase	 	
               

            
	_________
              shares	 	
               Warrant
                Number
                ____

            


    

                                                          

    Form
      of Warrant to Purchase Common Stock

    of

    ALTERNATIVE
      CONSTRUCTION COMPANY, INC.

    


    THIS
      CERTIFIES that BRIDGEPOINTE
      MASTER FUND LTD.,
      a
      Cayman Islands Exempted Company or any subsequent holder hereof ("Holder")
      has
      the right to purchase from
      ALTERNATIVE CONSTRUCTION COMPANY, INC.
      a
      Florida corporation, (the "Company"), up to (______) fully paid and
      nonassessable shares, of the Company's common stock, $0.001 par value per share
      ("Common Stock"), subject to adjustment as provided herein, at a price equal
      to
      the Exercise Price as defined in Section 3 below, at any time during the Term
      (as defined below). 

    


    Holder
      agrees with the Company that this Warrant to Purchase Common Stock of the
      Company (this “Warrant” or this “Agreement”) is issued and all rights hereunder
      shall be held subject to all of the conditions, limitations and provisions
      set
      forth herein.

    


    1. Date
      of Issuance and Term.

    


    This
      Warrant shall be deemed to be issued on June 30, 2007 (“Date of Issuance”). The
      term of this Warrant begins on the Date of Issuance and ends at 5:00 p.m.,
      New
      York City time, on the date that is seven (7) years after the Date of Issuance
      (the “Term”). This Warrant was issued in conjunction with1 
      the
      issuance of senior secured convertible debentures (the “Debentures”) of the
      Company to the Holder pursuant to the terms of the Securities Purchase Agreement
      (“Securities Purchase Agreement”) and the Registration Rights Agreement
      (“Registration Rights Agreement”) by and between the Company and Holder dated on
      or about June 30, 2007. 

     

    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary herein, the applicable portion of this Warrant shall
      not be exercisable during any time that, and only to the extent that, the number
      of shares of Common Stock to be issued to Holder upon such Exercise (as defined
      in Section 2(a)), when added to the number of shares of Common Stock, if any,
      that the Holder otherwise beneficially owns (outside of this Warrant, and not
      including any other warrants or securities of Holder’s having a provision
      substantially similar to this paragraph) at the time of such Exercise, would
      exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock
      outstanding immediately after giving effect to the issuance of shares of Common
      Stock issuable upon Exercise of this Warrant held by the Holder, as determined
      in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the
      “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation shall be
      conclusively satisfied if the applicable Exercise Notice includes a signed
      representation by the Holder that the issuance of the shares in such Exercise
      Notice will not violate the Limitation, and the Company shall not be entitled
      to
      require additional documentation of such satisfaction.

    


    Notwithstanding
      the above, in the event that the Company receives any purchase, tender or
      exchange offer or any offer to enter into a merger with another entity whereby
      the Company shall not be the surviving entity (an “Offer”), then the Maximum
      Percentage shall be increased (but not decreased) to 9.99%, and “4.99%” shall be
      automatically revised immediately after such offer to read “9.99%” each place it
      occurs in this Section 1. The Beneficial Ownership Limitation provisions of
      this
      Section 1 may be waived by such Holder, at the election of such Holder, upon
      not
      less than 61 days’ prior notice to the Company, to change the Beneficial
      Ownership Limitation to 9.99% of the number of shares of the Common Stock
      outstanding immediately after giving effect to the issuance of shares of Common
      Stock upon Exercise of this Warrant held by the Holder and the Beneficial
      Ownership Limitation shall continue to apply. Upon such a change by a Holder
      of
      the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99%
      limitation, the Beneficial Ownership Limitation may not be further waived by
      such Holder. The limitations on Exercise set forth in this subsection are
      referred to as the “Beneficial Ownership Limitations.” The provisions of this
      paragraph shall be construed and implemented in a manner otherwise than in
      strict conformity with the terms of this Section 1 to correct this paragraph
      (or
      any portion hereof) which may be defective or inconsistent with the intended
      Beneficial Ownership Limitation herein contained or to make changes or
      supplements necessary or desirable to properly give effect to such
      limitation. 

    


    Notwithstanding
      the above, Holder shall retain the option to either Exercise or not Exercise
      its
      option(s) to acquire Common Stock pursuant to the terms hereof after an Offer,
      and, in the event of a cash Exercise following a tender offer, the Exercise
      Price per share that would otherwise be due shall instead be offset against
      the
      tender price per share to be received by the Holder, provided, however, that
      in
      the event a tender offer is not completed, Holder, at its option may either
      (i)
      complete any Exercise that was initiated after the Offer by promptly paying
      to
      the Company the Exercise Price that would have been due at the time the Warrant
      was Exercised, or (ii) cancel such Exercise by providing written notice to
      the
      Company, in which case such Exercise shall be deemed void ad
      initio.

     

    
      
        
        

      

      
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     Maximum
      Exercise of Rights.
      In the
      event the Holder notifies the Company that the Exercise of the rights described
      herein would result in the issuance of an amount of Common Stock of the Company
      that would exceed the maximum amount that may be issued to a Holder calculated
      in the manner described above, then the issuance of such additional shares
      of
      Common Stock of the Company to such Holder will be deferred in whole or in
      part
      until such time as such Holder is able to beneficially own such Common Stock
      without exceeding the maximum amount calculated in the manner described herein.
      The determination of when such Common Stock may be issued shall be made by
      each
      Holder as to only such Holder. 

    


    2. Exercise.

    


    (a)
      Manner of Exercise. During
      the Term, this
      Warrant may be Exercised as to all or any lesser number of full shares of Common
      Stock covered hereby (the “Warrant Shares” or the “Shares”) upon surrender of
      this Warrant, with the Exercise Form attached hereto as Exhibit
      A
      (the
“Exercise Form”) duly completed and executed, together with the full Exercise
      Price (as defined below, which may be satisfied by either a Cash Exercise or
      a
      Cashless Exercise, as each is defined below) for each share of Common Stock
      as
      to which this Warrant is Exercised, at the office of the Company, Alternative
      Construction Company, Inc.; 2910 Bush Drive, Melbourne, FL 32935, Telephone:
      (321) 421-6349, Fax: (321) 421-6616 or at such other office or agency as the
      Company may designate in writing, by overnight mail, with an advance copy of
      the
      Exercise Form sent to the Company and its transfer agent (“Transfer Agent”) by
      facsimile (such surrender and payment of the Exercise Price hereinafter called
      the "Exercise” of this Warrant).

     

    (b)
      Date of Exercise. The
      "Date
      of Exercise" of the Warrant shall be defined as the date that the Exercise
      Form
      attached hereto as Exhibit A, completed and executed, is sent by facsimile
      to
      the Company together with the full Exercise Price, provided that the original
      Warrant and Exercise Form are received by the Company and the Exercise Price
      is
      satisfied, each as soon as practicable thereafter. Alternatively, the Date
      of
      Exercise shall be defined as the date the original Exercise Form is received
      by
      the Company, if Holder has not sent advance notice by facsimile. Upon
      delivery of the Exercise Form to the Company by facsimile or otherwise, the
      Holder shall be deemed for all corporate purposes to have become the holder
      of
      record of the Warrant Shares with respect to which this Warrant has been
      exercised, irrespective of the date such Warrant Shares are credited to the
      Holder's DTC account or the date of delivery of the certificates evidencing
      such
      Warrant Shares as the case may be.  

    


    (c)
      Delivery of Common Stock Upon Exercise.
      By not
      later than the date that is three (3) business days after any Date of Exercise
      (the "DELIVERY DEADLINE"), the Company shall issue and deliver (or cause its
      Transfer Agent so to issue and deliver) in accordance with the terms hereof
      to
      or upon the order of the Holder that number of shares of Common Stock (“Exercise
      Shares”) for the portion of this Warrant converted as shall be determined in
      accordance herewith. Upon the Exercise of this Warrant or any part thereof,
      the
      Company shall, at its own cost and expense, take all necessary action, including
      obtaining and delivering, an opinion of counsel to assure that the Company's
      transfer agent shall issue stock certificates in the name of Holder (or its
      nominee) or such other persons as designated by Holder and in such denominations
      to be specified at Exercise representing the number of shares of Common Stock
      issuable upon such Exercise. The Company warrants that no instructions other
      than these instructions have been or will be given to the transfer agent of
      the
      Company's Common Stock and that, unless waived by the Holder, the Exercise
      Shares will be free-trading, and freely transferable, and will not contain
      a
      legend restricting the resale or transferability of the Exercise Shares if
      the
      Unrestricted Conditions (as defined below) are met.

     

    
      
        
        

      

      
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    (d) Delivery
      Failure. In
      addition to any other remedies which may be available to the Holder, in the
      event that the Company fails for any reason to effect delivery of the Exercise
      Shares by the Delivery Deadline (a “Delivery Failure”), the Holder will be
      entitled to revoke all or part of the relevant Notice of Exercise by delivery
      of
      a notice to such effect to the Company whereupon the Company and the Holder
      shall each be restored to their respective positions immediately prior to the
      delivery of such notice, except that any liquidated damages described in the
      Securities Purchase Agreement shall be payable through the date notice of
      revocation or rescission is given to the Company.

    


    (e)
      Legends. 

    


    (i)
      Restrictive
      Legend.
      The
      Holder understands that the Warrant and, until such time as Exercise Shares
      have
      been registered under the 1933 Act as contemplated by the Registration Rights
      Agreement or otherwise may be sold pursuant to Rule 144 or Rule 144(k) under
      the
      1933 Act without any restriction as to the number of securities as of a
      particular date that can then be immediately sold, the Exercise Shares may
      bear
      a restrictive legend in substantially the following form (and a stop-transfer
      order may be placed against transfer of the certificates for such
      securities):

    


    "The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended, or applicable state securities laws. The
      securities may not be sold, transferred or assigned in the absence of an
      effective registration statement for the securities under said Act, or an
      opinion of counsel, in form, substance and scope satisfactory to counsel to
      the
      Company, that registration is not required under said Act or unless sold
      pursuant to Rule 144 under said Act."

    


    (ii)
      Removal
      of Restrictive Legends.
      Certificates evidencing the Exercise Shares shall not contain any legend
      restricting the transfer thereof (including the legend set forth above in
      subsection 2(e)(i)): (i) while a registration statement (including the
      Registration Statement, as defined in the Registration Rights Agreement)
      covering the resale of such security is effective under the Securities Act,
      or
      (ii) following any sale of such Exercise Shares pursuant to Rule 144, or (iii)
      if such Exercise Shares are eligible for sale under Rule 144(k), or (iv) if
      such
      legend is not required under applicable requirements of the Securities Act
      (including judicial interpretations and pronouncements issued by the staff
      of
      the Commission) (collectively, the “Unrestricted Conditions”). The Company shall
      cause its counsel to issue a legal opinion to the Company’s transfer agent
      promptly after the Effective Date (as defined below) if required by the
      Company’s transfer agent to effect the issuance of Exercise Shares without a
      restrictive legend or removal of the legend hereunder. If the Unrestricted
      Conditions are met at the time of issuance of Exercise Shares, then such
      Exercise Shares shall be issued free of all legends. The Company agrees that
      following the Effective Date or at such time as the Unrestricted Conditions
      are
      met or such legend is otherwise no longer required under this Section 2(e),
      it
      will, no later than three (3) Trading Days following the delivery (the
“Unlegended Shares Delivery Deadline”) by the Holder to the Company or the
      Company’s transfer agent of a certificate representing Exercise Shares, as
      applicable, issued with a restrictive legend (such third Trading Day, the
“Legend
      Removal Date”),
      deliver or cause to be delivered to such Holder a certificate (or electronic
      transfer) representing such shares that is free from all restrictive and other
      legends. For purposes hereof, “EFFECTIVE DATE” shall mean the date that the
      Registration Statement that the Company is required to file pursuant to the
      Registration Rights Agreement has been declared effective by the Securities
      and
      Exchange Commission (the “Commission”).

     

    
      
        
        

      

      
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    (iii)  Sale
      of Unlegended Shares.
      Holder
      agrees that the removal of the restrictive legend from certificates representing
      Securities as set forth in this Section 2(e)(i) above is predicated upon the
      Company’s reliance that the Holder will sell any Exercise Shares pursuant to
      either the registration requirements of the Securities Act, including any
      applicable prospectus delivery requirements, or an exemption therefrom, and
      that
      if Securities are sold pursuant to a Registration Statement, they will be sold
      in compliance with the plan of distribution set forth therein. 

    


    (f)
      Cancellation of Warrant. This
      Warrant shall be canceled upon the full Exercise of this Warrant, and, as soon
      as practical after the Date of Exercise, Holder shall be entitled to receive
      Common Stock for the number of shares purchased upon such Exercise of this
      Warrant, and if this Warrant is not Exercised in full, Holder shall be entitled
      to receive a new Warrant (containing terms identical to this Warrant)
      representing any unexercised portion of this Warrant in addition to such Common
      Stock. 

    


    (g)
      Holder of Record. Each
      person in whose name any Warrant for shares of Common Stock is issued shall,
      for
      all purposes, be deemed to be the Holder of record of such shares on the Date
      of
      Exercise of this Warrant, irrespective of the date of delivery of the Common
      Stock purchased upon the Exercise of this Warrant. Nothing in this Warrant
      shall
      be construed as conferring upon Holder any rights as a stockholder of the
      Company.

    


    (h) Delivery
      of Electronic Shares.
      In lieu
      of delivering physical certificates representing the Common Stock issuable
      upon
      Exercise or legend removal, provided the Company’s Transfer Agent is
      participating in the Depository Trust Company ("DTC") Fast Automated Securities
      Transfer ("FAST") program, upon written request of the Holder, the Company
      shall
      use its best efforts to cause its Transfer Agent to electronically transmit
      the
      Common Stock issuable upon Exercise to the Holder by crediting the account
      of
      the Holder's prime broker with DTC through its Deposit Withdrawal Agent
      Commission ("DWAC") system. The time periods for delivery and penalties
      described herein shall apply to the electronic transmittals described
      herein.

    


    (i)
      Delivery
      Failure.
      If the
      Company fails for any reason to deliver to the Holder a certificate or
      certificates representing the Warrant Shares pursuant to 2(c) by the fifth
      (5th)
      Trading Day after the Date of Exercise, the Company shall pay to such Holder,
      in
      cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant
      Shares that are issuable upon such Exercise (assuming a valuation per share
      equal to the Market Price as of the Delivery Deadline), $10 per Trading Day
      (increasing to $20 per Trading Day on the fifth Trading Day after such
      liquidated damages begin to accrue) for each Trading Day after such fifth (5th)
      Trading Day until such certificates are delivered (the “LATE SHARE DELIVERY
      LIQUIDATED DAMAGES”). Nothing herein shall limit a Holder’s right to pursue
      actual damages or declare an Event of Default pursuant to Section 11 hereof
      for
      the Company’s failure to deliver Conversion Shares within the period specified
      herein and such Holder shall have the right to pursue all remedies available
      to
      it hereunder, at law or in equity including, without limitation, a decree of
      specific performance and/or injunctive relief. The exercise of any such rights
      shall not prohibit the Holder from seeking to enforce damages pursuant to any
      other Section hereof or under applicable law.

     

    
      
        
        

      

      
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    (j)
      Buy-In.
      In
      addition to any other rights available to the Holder, if the Company fails
      to
      cause its transfer agent to transmit to the Holder a certificate or certificates
      representing the Exercise Shares pursuant to an Exercise on or before the
      Warrant Share Delivery Date, and if after such date the Holder is required
      by
      its broker to purchase (in an open market transaction or otherwise) or the
      Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in
      satisfaction of a sale by the Holder of the Exercise Shares which the Holder
      anticipated receiving upon such Exercise (a “Buy-In”),
      then
      the Company 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 Exercise Shares that the Company 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 Exercise Shares 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 Company 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 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 Company shall be required to pay the Holder
      $1,000. The Holder shall provide the Company 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 Company. 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 Company’s
      failure to timely deliver certificates representing shares of Common Stock
      upon
      Exercise of the Warrant as required pursuant to the terms hereof.

    


    (k)
      Maximum
      Interest Rate.
      Nothing
      contained herein or in any document referred to herein or delivered in
      connection herewith shall be deemed to establish or require the payment of
      a
      rate of interest or other charges in excess of the maximum permitted by
      applicable law. In the event that the rate of interest or dividends required
      to
      be paid or other charges hereunder exceed the maximum permitted by such law,
      any
      payments in excess of such maximum shall be credited against amounts owed by
      the
      Company to the Holder and thus refunded to the Company.

     

    
      
        
        

      

      
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    (l)
      Surrender of Warrant Upon Exercise; Book-Entry.
      Notwithstanding anything to the contrary set forth herein, upon Exercise of
      this
      Warrant in accordance with the terms hereof, the Holder shall not be required
      to
      physically surrender the original Warrant Certificate to the Company unless
      all
      of this Warrant is Exercised, in which case such Holder shall deliver the
      original Warrant being Exercised to the Company promptly following the Date
      of
      Exercise at issue. The Holder and the Company shall maintain records showing
      the
      amount of this Warrant that is so Exercised and the dates of such Exercises
      or
      shall use such other method, reasonably satisfactory to the Holder and the
      Company, so as not to require physical surrender of this original Warrant upon
      each such Exercise. In the event of any dispute or discrepancy, such records
      of
      the Company shall be controlling and determinative in the absence of manifest
      error. 

    


    3. Payment
      of Warrant Exercise Price.

    


    (a)
      Exercise Price.
      The
      Exercise Price (“Exercise Price”) shall initially equal $4.00
      per
      share (the “Initial Exercise Price”), subject to adjustment pursuant to the
      terms hereof, including but not limited to Section 5 below. 

    


    Payment
      of the Exercise Price may be made by either of the following, or a combination
      thereof, at the election of Holder:

    


    (i) Cash
      Exercise:
      The
      Holder may exercise this Warrant in cash,
      bank or cashiers check or wire transfer (a “Cash Exercise”); or

    


    (ii) Cashless
      Exercise:
      The
      Holder, at its option, may exercise this Warrant in a cashless exercise
      transaction under this subsection if and only if, on the Date of Exercise,
      there
      is not then in effect a current registration statement that covers the resale
      of
      the shares of Common Stock to be issued upon exercise of this Warrant. In order
      to effect a Cashless Exercise, the Holder shall surrender
      of this Warrant at the principal office of the Company together with notice
      of
      cashless election, in which event the Company shall issue Holder a number of
      shares of Common Stock computed using the following formula (a “Cashless
      Exercise”):

    


    X
      = Y
      (A-B)/A

    


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

    


    Y
      = the
      number of shares of Common Stock for which this Warrant is being Exercised.

    


    A
      = the
      Market Price of one (1) share of Common Stock (for purposes of this Section
      3(ii), where "MARKET PRICE," as of any date, means the Volume Weighted Average
      Price (as defined herein) of the Company’s Common Stock during the five (5)
      consecutive trading day period immediately preceding the date of
      Exercise.

    


    B
      = the
      Exercise Price.

     

    
      
        
        

      

      
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    As
      used
      herein, the "VOLUME WEIGHTED AVERAGE PRICE" for any security as of any date
      means the volume weighted average sale price on the Over the Counter Electronic
      Bulletin Board (the “OTC-BB”) as reported by, or based upon data reported by,
      Bloomberg Financial Markets or an equivalent, reliable reporting service
      mutually acceptable to and hereafter designated by holders of a majority in
      interest of the Warrants and the Company ("BLOOMBERG") or, if the OTC-BB is
      not
      the principal trading market for such security, the volume weighted average
      sale
      price of such security on the principal securities exchange or trading market
      where such security is listed or traded as reported by Bloomberg, or, if no
      volume weighted average sale price is reported for such security, then the
      last
      closing trade price of such security as reported by Bloomberg, or, if no last
      closing trade price is reported for such security by Bloomberg, the average
      of
      the bid prices of any market makers for such security that are listed in the
      "pink sheets" by the National Quotation Bureau, Inc. If the Volume Weighted
      Average Price cannot be calculated for such security on such date in the manner
      provided above, the volume weighted average price shall be the fair market
      value
      as mutually determined by the Company and the holders of a majority in interest
      of the Warrants being Exercised for which the calculation of the volume weighted
      average price is required in order to determine the Exercise Price of such
      Warrants. "TRADING DAY" shall mean any day on which the Common Sock is traded
      for any period on the OTC-BB, or on the principal securities exchange or other
      securities market on which the Common Stock is then being traded. 

    


    For
      purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended,
      understood and acknowledged that the Common Stock issuable upon Exercise of
      this
      Warrant in a cashless Exercise transaction shall be deemed to have been acquired
      at the time this Warrant was issued. Moreover, it is intended, understood and
      acknowledged that the holding period for the Common Stock issuable upon Exercise
      of this Warrant in a cashless Exercise transaction shall be deemed to have
      commenced on the date this Warrant was issued. 

    


    (b) Dispute
      Resolution.
      In the
      case of a dispute as to the determination of the closing price or the Volume
      Weighted Average Price of the Company’s Common Stock or the arithmetic
      calculation of the Exercise Price, Market Price or the determination of whether
      or not a Dilutive Issuance or a Milestone Failure has occurred, the Company
      shall submit the disputed determinations or arithmetic calculations via
      facsimile within two (2) Business Days of receipt, or deemed receipt, of the
      Exercise Notice or other event giving rise to such dispute, as the case may
      be,
      to the Holder. If the Holder and the Company are unable to agree upon such
      determination or calculation within two (2) Business Days of such disputed
      determination or arithmetic calculation being submitted to the Holder, then
      the
      Company shall, within two (2) Business Days submit via facsimile (i) the
      disputed determination of the closing price or the Volume Weighted Average
      Price
      of the Company’s Common Stock to an independent, reputable investment bank
      selected by the Company and approved by the Holder, which approval shall not
      be
      unreasonably withheld, (ii) the disputed arithmetic calculation of the Exercise
      Price, Market Price to the Company’s independent, outside accountant or (iii)
      the disputed facts regarding the occurrence of a Dilutive Issuance or Milestone
      Failure to an expert attorney from a nationally recognized outside law firm
      (having at least 100 attorneys and having with no prior relationship with the
      Company) selected by the Company and approved by the Holder. The Company, at
      the
      Company’s expense, shall cause the investment bank or the accountant, law firm,
      or other expert, as the case may be, to perform the determinations or
      calculations and notify the Company and the Holder of the results no later
      than
      five (5) Business Days from the time it receives the disputed determinations
      or
      calculations. Such investment bank’s or accountant’s determination or
      calculation, as the case may be, shall be binding upon all parties absent
      demonstrable error (collectively, the “DISPUTE RESOLUTION
      PROCEDURES”).

     

    
      
        
        

      

      
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    4. Transfer
      and Registration.

    


    (a) Transfer
      Rights. Subject
      to the provisions of Section 8 of this Warrant, this Warrant may be transferred
      on the books of the Company, in whole or in part, in person or by attorney,
      upon
      surrender of this Warrant properly completed and endorsed. This Warrant shall
      be
      canceled upon such surrender and, as soon as practicable thereafter, the person
      to whom such transfer is made shall be entitled to receive a new Warrant or
      Warrants as to the portion of this Warrant transferred, and Holder shall be
      entitled to receive a new Warrant as to the portion hereof retained.


    


    (b) Registrable
      Securities. The
      Common Stock issuable upon the Exercise of this Warrant has registration rights
      pursuant to that certain Registration Rights Agreements between the Company
      and
      the Holder dated even herewith.

    


    5. Anti-Dilution
      Adjustments; Additional Adjustments; Purchase Rights.
      

    


    (a) Participation.
      The
      Holder, as the holder of this Warrant, shall be entitled to receive such
      dividends paid and distributions of any kind made to the holders of Common
      Stock
      of the Company to the same extent as if the Holder had Exercised this Warrant
      into Common Stock (without regard to any limitations on exercise herein or
      elsewhere and without regard to whether or not a sufficient number of shares
      are
      authorized and reserved to effect any such exercise and issuance) and had held
      such shares of Common Stock on the record date for such dividends and
      distributions. Payments under the preceding sentence shall be made concurrently
      with the dividend or distribution to the holders of Common Stock. 

    


    (b)  Recapitalization
      or Reclassification. If
      the
      Company shall at any time effect a recapitalization, reclassification or other
      similar transaction of such character that the shares of Common Stock shall
      be
      changed into or become exchangeable for a larger or smaller number of shares,
      then upon the effective date thereof, the number of shares of Common Stock
      which
      Holder shall be entitled to purchase upon Exercise of this Warrant shall be
      increased or decreased, as the case may be, in direct proportion to the increase
      or decrease in the number of shares of Common Stock by reason of such
      recapitalization, reclassification or similar transaction, and the Exercise
      Price shall be, in the case of an increase in the number of shares,
      proportionally decreased and, in the case of decrease in the number of shares,
      proportionally increased. The Company shall give Holder the same notice it
      provides to holders of Common Stock of any transaction described in this Section
      5(b).

     

    
      
        
        

      

      
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    (c) Rights
      Upon Change of Control Transaction. 

    


    (i) Assumption. At
      least
      thirty (30) days prior to the consummation of a Change of Control Transaction
      (as defined below), but not prior to the public announcement of such Major
      Transaction, the Company shall deliver written notice thereof via facsimile
      and
      overnight courier to the Holder (a "CHANGE OF CONTROL NOTICE"). For
      purposes hereof, each of the following shall constitute a “CHANGE OF CONTROL
      TRANSACTION”: (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 transaction 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. The
      Company shall not, at
      any
      time while this Warrant is outstanding,
      enter
      into or be party to a Change of Control Transaction unless (i) any Person
      purchasing the Company’s assets or Common Stock, or any successor entity
      resulting from such Change of Control Transaction (in each case, an “SUCCESSOR
      ENTITY”), assumes (an “ASSUMPTION”) in writing all of the obligations of the
      Company under this Warrant and the other Transaction Documents in accordance
      with the provisions of this Section 5(c)(ii) pursuant to written agreements
      in
      form and substance satisfactory to the Required Holders and approved by the
      Required Holders prior to such Change of Control Transaction, including
      agreements to deliver to each holder of Warrants in exchange for such Warrants
      a
      security of the Successor Entity evidenced by a written instrument substantially
      similar in form and substance to the Warrants, including, without limitation,
      having similar exercise rights as the Debentures (including but not limited
      to a
      similar Exercise Price and similar Exericse Price adjustment provisions), and
      satisfactory to the Required Holders and (ii) the Successor Entity (including
      its Parent Entity) is a publicly traded corporation with “Similar Trading
      Characteristics” (as defined below) to the Company and whose common stock is
      quoted on or listed for trading on an Eligible Market. Upon the occurrence
      of
      any Change of Control Transaction, the Successor Entity shall succeed to, and
      be
      substituted for (so that from and after the date of such Change of Control
      Transaction, the provisions of this Debenture referring to the "Company" shall
      refer instead to the Successor Entity), and may exercise every right and power
      of the Company and shall assume all of the obligations of the Company under
      this
      Debenture with the same effect as if such Successor Entity had been named as
      the
      Company herein. Upon consummation of the Change of Control Transaction, the
      Successor Entity shall deliver to the Holder confirmation that there shall
      be
      issued upon exercise or redemption of this Warrant at any time after the
      consummation of the Change of Control Transaction, in lieu of the shares of
      Common Stock (or other securities, cash, assets or other property) issuable
      upon
      the exercise of the Warrants prior to such Change of Control Transaction, such
      shares of publicly traded common stock (or their equivalent) of the Successor
      Entity, as adjusted in accordance with the provisions of this Debenture. The
      provisions of this Section shall apply similarly and equally to successive
      Change of Control Transactions and shall be applied without regard to any
      limitations on the exercise of this Warrant. The requirements of this Section
      5(c)(ii) are referred to herein as the “ASSUMPTION REQUIREMENTS.”

     

    
      
        
        

      

      
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    For
      purposes hereof, an entity shall have “Similar Trading Characteristics” as the
      Company if the
      average daily trading volume of the Common Stock for the
      90th
      through the 31st day prior to the public announcement of such transaction
exceeds
      100,000 shares and the daily trading dollar volume of the Common Stock for
      the
      90th
      through the 31st day prior to the public announcement of such transaction
exceeds
      $100,000.

    


    (ii)
      Injunction.
      In the
      event that the Company attempts to consummate a Change of Control Transaction
      with an entity that does not meet the above specified requirements, the Holder
      shall have the right to apply for an injunction in any state or federal courts
      sitting in the City of New York, borough of Manhattan to prevent the closing
      of
      such Major Transaction until the Major Transaction Redemption Price is paid
      to
      the Holder, in full.

    


    For
      purposes hereof:

    


    "ELIGIBLE
      MARKET" means the over the counter Bulletin Board (“OTC-BB”), the New York Stock
      Exchange, Inc., the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ
      Global Select Market or the American Stock Exchange.

    


    "PARENT
      ENTITY" of a Person means an entity that, directly or indirectly, controls
      the
      applicable Person and whose common stock or equivalent equity security is quoted
      or listed on an Eligible Market, or, if there is more than one such Person
      or
      Parent Entity, the Person or Parent Entity with the largest public market
      capitalization as of the date of consummation of the Fundamental
      Transaction.

    


    "PERSON"
      means an individual, a limited liability company, a partnership, a joint
      venture, a corporation, a trust, an unincorporated organization, any other
      entity and a government or any department or agency thereof.

    


    “REQUIRED
      HOLDERS” shall mean Holders holding at least 75% of the then outstanding amount
      of Warrants.

    


    (d) Exercise
      Price Adjusted. As
      used
      in this Warrant, the term "Exercise Price" shall mean the purchase price per
      share specified in Section 3 of this Warrant, until the occurrence of an event
      stated in this Section 5 or otherwise set forth in this Warrant, and thereafter
      shall mean said price as adjusted from time to time in accordance with the
      provisions of said subsection. No such adjustment under this Section 5 shall
      be
      made unless such adjustment would change the Exercise Price at the time by
      $.01
      or more; provided, however, that all adjustments not so made shall be deferred
      and made when the aggregate thereof would change the Exercise Price at the
      time
      by $.01 or more. No adjustment made pursuant to any provision of this Section
      5
      shall have the net effect of increasing the Exercise Price in relation to the
      split adjusted and distribution adjusted price of the Common Stock.


    


    (e) Adjustments:
      Additional Shares, Securities or Assets. In
      the
      event that at any time, as a result of an adjustment made pursuant to this
      Section 5 or otherwise, Holder shall, upon Exercise of this Warrant, become
      entitled to receive shares and/or other securities or assets (other than Common
      Stock) then, wherever appropriate, all references herein to shares of Common
      Stock shall be deemed to refer to and include such shares and/or other
      securities or assets; and thereafter the number of such shares and/or other
      securities or assets shall be subject to adjustment from time to time in a
      manner and upon terms as nearly equivalent as practicable to the provisions
      of
      this Section 5. 

     

    
      
        
        

      

      
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    (f) Adjustment
      of Exercise Price upon Issuance of Common Stock, Options, Convertible
      Securities, Etc. (MFN).
      If at
      any time after the Date of Issuance for so long as any Warrants are outstanding,
      the Company issues or sells, or in accordance with this Section 5(f) is deemed
      to have issued or sold, any shares of Common Stock (including the issuance
      or
      sale of shares of Common Stock owned or held by or for the account of the
      Company, but excluding shares of Common Stock deemed to have been issued or
      sold
      by the Company in respect of an Exempt Issuance (as defined in the Securities
      Purchase Agreement), for a consideration per share (the "NEW ISSUANCE PRICE")
      less than a price (the "APPLICABLE PRICE") equal to the Exercise Price in effect
      immediately prior to such issue or sale (the foregoing a "DILUTIVE ISSUANCE"),
      then immediately after such Dilutive Issuance, the Exercise Price then in effect
      shall be reduced to the New Issuance Price (each, a “DILUTIVE ISSUANCE
      ADJUSTMENT”). For purposes of determining the adjusted Exercise Price under this
      Section 5(f), the following shall be applicable:

    


    (i) Issuance
      of Options.
      If the
      Company in any manner grants or sells any Options and the lowest price per
      share
      for which one share of Common Stock is issuable upon the exercise of any such
      Option or upon Exercise or exchange or exercise of any Convertible Securities
      issuable upon exercise of such Option is less than the Applicable Price, then
      such share of Common Stock shall be deemed to be outstanding and to have been
      issued and sold by the Company at the time of the granting or sale of such
      Option for such price per share. For purposes of this Section 5(f)(i), the
      "lowest price per share for which one share of Common Stock is issuable upon
      the
      exercise of any such Option or upon Exercise or exchange or exercise of any
      Convertible Securities issuable upon exercise of such Option" shall be equal
      to
      the sum of the lowest amounts of consideration (if any) received or receivable
      by the Company with respect to any one share of Common Stock upon granting
      or
      sale of the Option, upon exercise of the Option and upon Exercise or exchange
      or
      exercise of any Convertible Security issuable upon exercise of such Option.
      No
      adjustment shall be made hereunder if such adjustment would result in an
      increase of the Exercise Price then in effect.

    


    (ii) Issuance
      of Convertible Securities.
      If the
      Company in any manner issues or sells any Convertible Securities and the lowest
      price per share for which one share of Common Stock is issuable upon such
      Exercise or exchange or exercise thereof is less than the Applicable Price,
      then
      such share of Common Stock shall be deemed to be outstanding and to have been
      issued and sold by the Company at the time of the issuance or sale of such
      Convertible Securities for such price per share. For the purposes of this
      Section 5(f)(ii), the "lowest price per share for which one share of Common
      Stock is issuable upon such Exercise or exchange or exercise" shall be equal
      to
      the sum of the lowest amounts of consideration (if any) received or receivable
      by the Company with respect to any one share of Common Stock upon the issuance
      or sale of the Convertible Security and upon the Exercise or exchange or
      exercise of such Convertible Security. No
      adjustment shall be made hereunder if such adjustment would result in an
      increase of the Exercise Price then in effect.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (iii) Change
      in Option Price or Rate of Exercise.
      If the
      purchase price provided for in any Options, the additional consideration, if
      any, payable upon the issue, Exercise, exchange or exercise of any Convertible
      Securities, or the rate at which any Convertible Securities are convertible
      into
      or exchangeable or exercisable for Common Stock changes at any time, the
      Exercise Price in effect at the time of such change shall be adjusted to the
      Exercise Price which would have been in effect at such time had such Options
      or
      Convertible Securities provided for such changed purchase price, additional
      consideration or changed Exercise rate, as the case may be, at the time
      initially granted, issued or sold. For purposes of this Section5(f)(iii), if
      the
      terms of any Option or Convertible Security that was outstanding as of the
      Subscription Date are changed in the manner described in the immediately
      preceding sentence, then such Option or Convertible Security and the Common
      Stock deemed issuable upon exercise, Exercise or exchange thereof shall be
      deemed to have been issued as of the date of such change. No
      adjustment shall be made hereunder if such adjustment would result in an
      increase of the Exercise Price then in effect.

    


    (iv)
       Calculation
      of Consideration Received.
      In case
      any Option is issued in connection with the issue or sale of other securities
      of
      the Company, together comprising one integrated transaction in which no specific
      consideration is allocated to such Options by the parties thereto, the Options
      will be deemed to have been issued for such consideration as determined in
      good
      faith by the Board of Directors of the Company. If any Common Stock, Options
      or
      Convertible Securities are issued or sold or deemed to have been issued or
      sold
      for cash, the consideration received therefor will be deemed to be the net
      amount received by the Company therefor. If any Common Stock, Options or
      Convertible Securities are issued or sold for a consideration other than cash,
      the amount of the consideration other than cash received by the Company will
      be
      the fair value of such consideration as determined in good faith by the Board
      of
      Directors of the Company, except where such consideration consists of
      securities, in which case the amount of consideration received by the Company
      will be the Closing Sale Price of such securities on the date of receipt. If
      any
      Common Stock, Options or Convertible Securities are issued to the owners of
      the
      non-surviving entity in connection with any merger in which the Company is
      the
      surviving entity, the amount of consideration therefor will be deemed to be
      the
      fair value of such portion of the net assets and business of the non-surviving
      entity as is attributable to such Common Stock, Options or Convertible
      Securities, as the case may be. The fair value of any consideration other than
      cash or securities will be determined jointly by the Company and the Required
      Warrant Holders. If such parties are unable to reach agreement within ten (10)
      days after the occurrence of an event requiring valuation (the "VALUATION
      EVENT"), the fair value of such consideration will be determined within five
      (5)
      Business Days after the tenth day following the Valuation Event by an
      independent, reputable appraiser jointly selected by the Company and the
      Required Warrant Holders. The determination of such appraiser shall be deemed
      binding upon all parties absent manifest error and the fees and expenses of
      such
      appraiser shall be borne by the Company.

    


    (v) Record
      Date.
      If the
      Company takes a record of the holders of Common Stock for the purpose of
      entitling them (1) to receive a dividend or other distribution payable in Common
      Stock, Options or in Convertible Securities or (2) to subscribe for or purchase
      Common Stock, Options or Convertible Securities, then such record date will
      be
      deemed to be the date of the issue or sale of the Common Stock deemed to have
      been issued or sold upon the declaration of such dividend or the making of
      such
      other distribution or the date of the granting of such right of subscription
      or
      purchase, as the case may be.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (vi) Other
      Events.
      If any
      event occurs of the type contemplated by the provisions of this Section 5(f)
      but
      not expressly provided for by such provisions (including, without limitation,
      the granting of stock appreciation rights, phantom stock rights or other rights
      with equity features), then the Company's Board of Directors will make an
      appropriate adjustment in the Exercise Price so as to protect the rights of
      the
      Holder under this Note; provided that no such adjustment will increase the
      Exercise Price as otherwise determined pursuant to this Section
      5(f).

    


    For
      purposes hereof:

    


    "CONVERTIBLE
      SECURITIES" means any stock or securities (other than Options) directly or
      indirectly convertible into or exercisable or exchangeable for Common
      Stock.

    


    "OPTIONS"
      means any rights, warrants or options to subscribe for or purchase Common Stock
      or Convertible Securities.

    


    “REQUIRED
      WARRANT HOLDERS” shall mean Holders holding at least 75% of the then outstanding
      Warrants (determined by number of underlying unexercised shares).

     

    (g) Subsequent
      Rights Offerings.
      If the
      Company, at anytime prior to the date that all of the Warrants have been
      Exercised, redeemed or otherwise satisfied in accordance with their terms,
      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 (the “BASE RIGHTS OFFERING PRICE”) that is lower than the
      Conversion Price then in effect, then the Exercise Price then in effect shall
      be
      reduced (but not increased) to the Base Rights Offering Price (a “SUBSEQUENT
      RIGHTS OFFERING ADJUSTMENT”). 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. No adjustment shall be made hereunder if such adjustment
      would result in an increase of the Exercise Price then in effect.

    


    (h)
      Milestone Adjustments
      to Exercise Price.
      The
      Company has provided to the Holder pro forma financial projections and a list
      of
      milestone events that are evidenced on SCHEDULE 5(H) attached hereto (the
“Projections”). If the Company shall have failed (each a “Milestone Failure”) to
      meet or exceed such Projections for any one or more of the following periods
      (each a “Milestone Period”) (i) the one year period ending December 31, 2007and
      (ii) the one year period ending June 30, 2007, respectively (each a “Milestone
      Date”), in each case as reported in the Company’s Form 10-QSB for such fiscal
      quarter, then the Exercise Price shall be reduced (but not increased) (a
“Milestone Adjustment) to equal the lesser of (a) the Exercise Price then in
      effect, (b) the Market Price as determined on the date that is five (5) Trading
      Days after the applicable Milestone Date, or (c) the Market Price (as defined
      below) as determined on the date that is five (5) Trading Days after the date
      that Company files its next Form 10-QSB with the Commission following the end
      of
      the applicable Milestone Period (the “Milestone Adjustment Price”).

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Each
      such
      adjustment shall be effective as of the first day following each Milestone
      Date
      (by way of example, if the Projections are not met for the Milestone Period
      ending December 31, 2007, the reduction is effective immediately on January
      1,
      2008). As to any Exercises by the Holder that occurred following the end of
      a
      Milestone Period but prior to the date the Company’s periodic report was filed
      (“Interim
      Period”),
      the
      Company shall retroactively send the Holder additional Warrant Shares within
      3
      Trading Days of the date of the applicable filing if an adjustment is required
      hereunder (provided that to the extent any such shares would cause the
      Beneficial Ownership Limitation to be exceeded, such excess shares shall not
      be
      issued and delivered until such time as such shares may be so issued without
      exceeding the Beneficial Ownership Limitation). The number of additional Warrant
      Shares issued shall be equal to the number of Warrant Shares receivable from
      such Exercises based on the adjusted Exercise Price less any Warrant Shares
      previously received on account of such Exercises. Any subsequent restatements
      of
      the Company’s financials shall require similar retroactive issuances if the
      aforementioned events are subsequently deemed to have occurred. The Company
      shall provide written notice to the Holder no later than 1 Business Day
      following the Company’s filing of the applicable periodic report with the
      Commission, indicating therein the new Exercise Price and the Revenue for the
      applicable quarter. In the event that there is an adjustment to the Exercise
      Price pursuant to any other provision under this Certificate of Designation
      during the Interim Period, the Exercise Price shall be the lower of (i) the
      Exercise Price as adjusted pursuant to the other provisions of this Certificate
      of Designation and (ii) the new Exercise Price as determined hereunder.
      Notwithstanding anything herein to the contrary, (i) the provision shall only
      have the effect of reducing the Exercise Price and (ii) each adjustment shall
      be
      permanent notwithstanding future Revenue or the achievement of any other
      milestones and cumulative with any other adjustments hereunder. 

    


    (i) Adjustments
      to Exercise Price During Major Announcements.
      Notwithstanding anything contained in this Warrant to the contrary, in the
      event
      the Company makes any public announcement (the date of such announcement is
      hereinafter referred to as the "Announcement Date") anytime during the period
      beginning five (5) Business Days before any Milestone Adjustment Date and ending
      five (5) Business Days after such Milestone Adjustment Date (the "Protected
      Period"), then the "Milestone Adjustment Price" for such Milestone Adjustment
      shall equal the lesser of (X) the Milestone Adjustment Price as determined
      pursuant to Section 8(e)(ii) above, (Y) the Market Price as determined on the
      Trading Day immediately preceding the Announcement Date and (Z) the Market
      Price
      as determined on the date that is ten (10) Trading Days after the Announcement
      Date. 

    


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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (k) Adjustment
      to Number of Shares.
      In the
      event of any adjustment to the Exercise Price pursuant to the terms of this
      Warrant, including but not limited to any Milestone Adjustment, any Dilutive
      Issuance Adjustment or any Subsequent Rights Offering Adjustment, the number
      of
      Warrant Shares issuable upon Exercise of this Warrant shall be increased such
      that the aggregate Exercise Price payable in a full Cash Exercise hereunder,
      after taking into account the decrease in the Exercise Price, shall be equal
      to
      the aggregate Exercise Price payable in a full Cash Exercise prior to such
      adjustment, and the number of Warrant Shares issuable in a Cashless Exercise
      shall be increased accordingly. 

    


    (l) Notice
      of Adjustments. Whenever
      the Exercise Price is adjusted pursuant to the terms of this Warrant, the
      Company shall promptly mail to the Holder a notice (a “Exercise Price Adjustment
      Notice”) setting forth the Exercise Price after such adjustment and setting
      forth a statement of the facts requiring such adjustment. The Company shall,
      upon the written request at any time of the Holder, furnish to such Holder
      a
      like Warrant setting forth (i) such adjustment or readjustment, (ii) the
      Exercise Price at the time in effect and (iii) the number of shares of Common
      Stock and the amount, if any, of other securities or property which at the
      time
      would be received upon Exercise of the Warrant. For purposes of clarification,
      whether or not the Corporation provides an Exercise Price Adjustment Notice
      pursuant to this Section 5(k), upon the occurrence of any event that leads
      to an
      adjustment of the Exercise Price, the Holders are entitled to receive a number
      of Exercise Shares based upon the new Exercise Price, as adjusted, for exercises
      occurring on or after the date of such adjustment, regardless of whether a
      Holder accurately refers to the adjusted Exercise Price in the Notice of
      Exercise. 

    


    6. Fractional
      Interests.

    


    No
      fractional shares or scrip representing fractional shares shall be issuable
      upon
      the Exercise of this Warrant, but on Exercise of this Warrant, Holder may
      purchase only a whole number of shares of Common Stock. If, on Exercise of
      this
      Warrant, Holder would be entitled to a fractional share of Common Stock or
      a
      right to acquire a fractional share of Common Stock, such fractional share
      shall
      be disregarded and the number of shares of Common Stock issuable upon Exercise
      shall be the next higher number of shares.

    


    7. Reservation
      of Shares.

    


    From
      and
      after the date hereof, the Company shall at all times reserve for issuance
      such
      number of authorized and unissued shares of Common Stock (or other securities
      

    substituted
      therefor as herein above provided) as shall be sufficient for the Exercise
      of
      this Warrant and payment of the Exercise Price in full without regard to any
      Beneficial Ownership Limitation. If at any time the number of shares of Common
      Stock authorized and reserved for issuance is below the number of shares
      sufficient for the Exercise of this Warrant (a “Share Authorization
      Failure”)(based on the Exercise Price in effect from time to time), the Company
      will promptly take all corporate action necessary to authorize and reserve
      a
      sufficient number of shares, including, without limitation, calling a special
      meeting of stockholders to authorize additional shares to meet the Company's
      obligations under this Section 7, in the case of an insufficient number of
      authorized shares, and using its best efforts to obtain stockholder approval
      of
      an increase in such authorized number of shares. The Company covenants and
      agrees that upon the Exercise of this Warrant, all shares of Common Stock
      issuable upon such Exercise shall be duly and validly issued, fully paid,
      nonassessable and not subject to liens, claims, preemptive rights, rights of
      first refusal or similar rights of any person or entity.

     

    
      
        
        

      

      
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    8. Restrictions
      on Transfer.

    


    (a) Registration
      or Exemption Required. This
      Warrant has been issued in a transaction exempt from the registration
      requirements of the Act by virtue of Regulation D and exempt from state
      registration under applicable state laws. The Warrant and the Common Stock
      issuable upon the Exercise of this Warrant may not be transferred, sold or
      assigned except pursuant to an effective registration statement or an exemption
      to the registration requirements of the Act and applicable state
      laws.

    


    (b) Assignment.
      If
      Holder
      can provide the Company with reasonably satisfactory evidence that the
      conditions of (a) above regarding registration or exemption have been satisfied,
      Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant,
      in whole or in part. Holder shall deliver a written notice to Company,
      substantially in the form of the Assignment attached hereto as Exhibit
      B,
      indicating the person or persons to whom the Warrant shall be assigned and
      the
      respective number of warrants to be assigned to each assignee. The Company
      shall
      effect the assignment within ten (10) days, and shall deliver to the assignee(s)
      designated by Holder a Warrant or Warrants of like tenor and terms for the
      appropriate number of shares.

    


    9. Noncircumvention.
      The
      Company hereby covenants and agrees that the Company will not, by amendment
      of
      its Articles of Incorporation, Bylaws or through any reorganization, transfer
      of
      assets, consolidation, merger, scheme of arrangement, 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 Warrant, and will at
      all
      times in good faith carry out all the provisions of this Warrant and take all
      action as may be required to protect the rights of the Holder.  Without
      limiting the generality of the foregoing, the Company (i) shall not
      increase the par value of any shares of Common Stock receivable upon the
      exercise of this Warrant above the Exercise Price then in effect, and
      (ii) shall take all such actions as may be necessary or appropriate in
      order that the Company may validly and legally issue fully paid and
      nonassessable shares of Common Stock upon the exercise of this
      Warrant.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    10. [Intentionally
      Left Blank]. 

     

    11. Default
      and Redemption.
      

     

    (a)
      Events Of Default.
      Each of
      the following events shall be considered to be an "EVENT OF DEFAULT," unless
      waived by the Holder: 

    


    (i)
      [Intentionally Left Blank].

    


    (ii)
      Failure
      To Authorize And Reserve Common Stock. A
      Share
      Authorization Failure (as defined in Section 7(k) of the Debenture) occurs
      and
      remains uncured for a period of more than sixty (60) days;

    


    (iii)
      Failure
      To Deliver Common Stock.
      A
      Delivery Failure (as defined above) occurs and remains uncured for a period
      of
      more than twenty (20) days; or at any time, the Company announces or states
      in
      writing that it will not honor its obligations to issue shares of Common Stock
      to the Holder upon Exercise by the Holder of the Exercise rights of the Holder
      in accordance with the terms of this Warrant. 

    


    (iv)
      Legend
      Removal Failure. A
      Legend
      Removal Failure (as defined above) occurs and remains uncured for a period
      of
      twenty (20) days.

    


    (v)
      Cross
      Default. An
      event
      of default (as defined in the applicable security) in any other Debenture,
      Warrant or other security issued to the Holder or another holder pursuant to
      the
      Securities Purchase Agreement (a “Cross Default”) shall constitute an Event of
      Default hereunder.

    


    (vi)
      [Intentionally Left Blank].

    


    (vii)
      Failure
      to Adjust Exercise Price; Failure to Comply With Dispute Resolution
      Procedures.
      The
      Company shall have failed to comply in good faith with the Dispute Resolution
      Procedures (as defined herein) or shall have failed to adjust the Exercise
      Price
      as required hereunder following a Dilutive Issuance, a Milestone Event, or
      otherwise (after any applicable Dispute Resolution Procedure required
      herein).

    


    (b) Mandatory
      Redemption. 

    


    (i)
      Mandatory
      Redemption Amount.
      If any
      Events of Default shall occur then, unless waived by the Holder, upon the
      occurrence and during the continuation of any Event of Default, at the option
      of
      the Holder, such option exercisable through the delivery of written notice
      to
      the Company by such Holder (the "DEFAULT NOTICE"), the outstanding amount of
      this Warrant shall be immediately redeemed by the Company and the Company shall
      pay to the Holder (a “MANDATORY REDEMPTION”) an amount (the “MANDATORY
      REDEMPTION AMOUNT” or the “DEFAULT AMOUNT”) equal to the Mandatory Redemption
      Premium (as defined below) multiplied by the greater of (i) the Black-Scholes
      value of the remaining unexercised portion of this Warrant on the date of such
      Default Notice and (2) the Black-Scholes value of the remaining unexercised
      portion of this Warrant on the Trading Day immediately preceding the date that
      the Mandatory Redemption Amount is paid to the Holder. 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    For
      purposes hereof, the “MANDATORY REDEMPTION PREMIUM” shall mean 100%.


    


    “BLACK-SCHOLES”
      value of a Warrant shall
      be
      determined by use of the Black Scholes Option Pricing Model reflecting (A)
      a
      risk-free interest rate corresponding to the U.S. Treasury rate for a period
      equal to the remaining term of this Warrant as of such date of request and
      (B)
      an expected volatility equal to the greater of 60% and the 100 day volatility
      obtained from the HVT function on Bloomberg.  

     

    The
      Mandatory Redemption Amount shall be payable, in cash or cash equivalent, within
      five (5) business days of the Date of the applicable Default Notice.


    


    After
      an
      Event of Default occurs, the Exercise Price shall be permanently decreased
      (but
      not increased) on the first Trading Day of each calendar month thereafter (each
      a “DEFAULT ADJUSTMENT DATE”) until the Default Amount is paid in full, to a
      price equal to the lesser of (i) the Exercise Price then in effect, or (ii)
      the
      lowest Market Price that has occurred on any Default Adjustment Date since
      the
      date that the Event of Default began. Notwithstanding the occurrence of an
      Event
      of Default, Failure Payments and any other Required Cash Payments (as defined
      in
      the Securities Purchase Agreement) shall continue to accrue. On the date that
      is
      five (5) Business Days after the Company’s receipt of the Holder’s Default
      Notice, the Default Amount, together with all other amounts payable hereunder,
      shall immediately become due and payable, all without demand, presentment or
      notice, all of which hereby are expressly waived, together with all costs,
      including, without limitation, legal fees and expenses, of collection, and
      the
      Holder shall be entitled to exercise all other rights and remedies available
      at
      law or in equity. 

    


    If
      the
      Company fails to pay the Default Amount within five (5) Business Days of written
      notice that such amount is due and payable (the “DEFAULT AMOUNT DUE DATE”), then
      interest shall accrue thereon at a rate of eighteen percent (18%) per annum,
      compounded monthly (or the maximum amount allowed by applicable law, whichever
      is less), and the Holder shall have the right at any time, so long as the
      Company remains in default (and so long and to the extent that there are
      sufficient authorized shares), to require the Company, upon written notice
      (“DEFAULT EXERCISE NOTICE”) (which may be given one or more times, from time to
      time anytime after the Default Amount Due Date), to immediately issue, in lieu
      of all or any specified portion (the “SPECIFIED PORTION”) of the unpaid portion
      (the “UNPAID PORTION”) of the Default Amount, a number of shares (the “DEFAULT
      SHARES”) of Common Stock, subject to the Beneficial Ownership Limitation, equal
      to the Specified Portion of the Default Amount divided by the Exercise Price
      in
      effect on the date such shares are issued to the Holder, PROVIDED THAT, the
      Holder may require that such payment of shares be made in one or more
      installments at such time and in such amounts as Holder chooses. The Default
      shares are due within five (5) Business Days of the date that the Holder
      delivers a Default Exercise Notice to the Company (the “DEFAULT SHARE DELIVERY
      DEADLINE”).

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    If
      the
      Company is unable to redeem all of the Warrants submitted for redemption, the
      Company shall redeem a pro rata amount from each Holder based on the number
      of
      Warrants submitted for redemption by such Holder relative to the total number
      of
      Warrants submitted for redemption by all Holders. 

    


    The
      Holder shall not be entitled to receive Default Shares on a given date if and
      to
      the extent that such issuance would cause the Beneficial Ownership Limitation
      then in effect to be exceeded. If and to the extent that the issuance of Default
      Shares with respect to a given Specified Portion would result in the a violation
      of the Beneficial Ownership Limitation, then that particular Specified Portion
      shall be automatically reduced to a value that would cause the number of Default
      Shares to be issued to equal the Maximum Percentage, and the amount of such
      reduction shall be added back to the Unpaid Portion of the Default
      Amount.

     

    (ii)
      Liquidated
      Damages.
      The
      parties hereto acknowledge and agree that the sums payable as late delivery
      payments or pursuant to a Mandatory Redemption shall give rise to liquidated
      damages and not penalties. The parties further acknowledge that (i) the amount
      of loss or damages likely to be incurred by the Holder is incapable or is
      difficult to precisely estimate, (ii) the amounts specified bear a reasonable
      proportion and are not plainly or grossly disproportionate to the probable
      loss
      likely to be incurred by the Investor, and (iii) the parties are sophisticated
      business parties and have been represented by sophisticated and able legal
      and
      financial counsel and negotiated this Agreement at arm’s length.

    


    The
      Default Amount, together with all other amounts payable hereunder, shall
      immediately become due and payable, all without demand, presentment or notice,
      all of which hereby are expressly waived, together with all costs, including,
      without limitation, legal fees and expenses, of collection, and the Holder
      shall
      be entitled to Exercise all other rights and remedies available at law or in
      equity. 

    


    (c) Redemption
      by Other Holders.
      Upon the
      Company's receipt of notice from any of the holders for redemption or repayment
      of other Warrants that were issued pursuant to the Securities Purchase Agreement
      (the “OTHER WARRANTS”) as a result of an event or occurrence of an Event of
      Default or a Major Transaction (each, an "OTHER REDEMPTION NOTICE"), the Company
      shall immediately, but no later than one (1) Business Day of its receipt
      thereof, forward to the Holder by facsimile a copy of such notice. If the
      Company receives a Redemption Notice and one or more Other Redemption Notices,
      during the seven (7) Business Day period beginning on and including the date
      which is three (3) Business Days prior to the Company's receipt of the Holder's
      Redemption Notice and ending on and including the date which is three (3)
      Business Days after the Company's receipt of the Holder's Redemption Notice
      and
      the Company is unable to redeem all amounts designated in such Redemption Notice
      and such Other Redemption Notices received during such seven (7) Business Day
      period, then the Company shall redeem a pro rata amount from each holder of
      the
      Warrants (including the Holder) based on the number of Warrants submitted for
      redemption pursuant to such Redemption Notice and such Other Redemption Notices
      received by the Company during such seven (7) Business Day period.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (d) Posting
      Of Bond. In
      the
      event that any Event of Default occurs hereunder or any Event of Default occurs
      under any of the Transaction Documents (as defined in the Securities Purchase
      Agreement), the Company may not raise as a legal defense (in any Lawsuit, as
      defined below, or otherwise) or justification to such Event of Default any
      claim
      that such Holder or any one associated or affiliated with such Holder has been
      engaged in any violation of law, unless the Company has posted a surety bond
      (a
“Surety Bond”) for the benefit of such Holder in the amount of 130% of the
      aggregate Surety Bond Value (as defined below) of all of the Holder’s Debenture
      and Warrants (the “Bond Amount”), which Surety Bond shall remain in effect until
      the completion of litigation of the dispute and the proceeds of which shall
      be
      payable to such Holder to the extent Holder obtains judgment. 

    


    For
      purposes hereof, a “Lawsuit” shall mean any lawsuit, arbitration or other
      dispute resolution filed by either party herein pertaining to any of the
      Transaction Documents (as defined in the Securities Purchase Agreement).


    


    “Surety
      Bond Value,” for the Warrants shall mean 130% of the of the Black-Scholes value
      of the remaining unexercised portion of this Warrant on the Trading Day
      immediately preceding the date that such bond goes into effect) and “Surety Bond
      Value” for the Debenture shall have the meaning ascribed to it in the
      Debenture.

    


    (e)
      Injunction And Posting Of Bond.
      In the
      event that the Event of Default referred to in subsection (c) above pertains
      to
      the Company’s failure to deliver unlegended shares of Common Stock to the Holder
      pursuant to a Warrant Exercise, legend removal request, or otherwise, the
      Company may not refuse such unlegended share delivery based on any claim that
      such Holder or any one associated or affiliated with such Holder has been
      engaged in any violation of law, unless an injunction from a court, on prior
      notice to Holder, restraining and or enjoining Exercise of all or part of said
      Warrant shall have been sought and obtained by the Company and the Company
      has
      posted a Surety Bond for the benefit of such Holder in the amount of the Bond
      Amount (as described above), which Surety Bond shall remain in effect until
      the
      completion of litigation of the dispute and the proceeds of which shall be
      payable to such Holder to the extent Holder obtains judgment. 

    


    (f) Remedies,
      Other Obligations, Breaches And Injunctive Relief. The
      remedies provided in this Warrant shall be cumulative and in addition to all
      other remedies available under this Warrant and the other Transaction Documents,
      at law or in equity (including a decree of specific performance and/or other
      injunctive relief), and nothing herein shall limit the right of the Holder
      to
      pursue actual damages for any failure by the Company to comply with the terms
      of
      this Warrant.  The Company acknowledges that a breach by it of its
      obligations hereunder will cause irreparable harm to the Holder and that the
      remedy at law for any such breach may be inadequate.  The Company therefore
      agrees that, in the event of any such breach or threatened breach, the holder
      of
      this Warrant shall be entitled, in addition to all other
      available remedies, to an injunction restraining any breach, without the
      necessity of showing economic loss and without any bond or other security being
      required.

    


    Section
      12. Holder’s
      Redemptions. 

    


    (a)
      Mechanics of Holder’s Redemptions.
      In the
      event that the Holder has sent a Default Notice pursuant to Section 11(b)(i)
      (a
“Redemption Notice”), the Holder shall promptly submit this Warrant to the
      Company. In the event of a redemption of less than all of the outstanding
      portion of this Warrant, the Company shall promptly cause to be issued and
      delivered to the Holder a new Warrant representing the outstanding number of
      underlying Warrant Shares which have not been redeemed. 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (b)
      Warrants Detachable.
      The
      Warrants constitute a separate, detachable security from the Debentures. In
      the
      event of any redemption of the Debentures, in whole or in part, by the Company,
      the Holder shall retain any of its Warrants that have not been exercised or
      redeemed in accordance with their terms and in the event of any redemption
      of
      the Warrants, in whole or in part, by the Company, the Holder shall retain
      any
      of its Warrants that have not been exercised or redeemed in accordance with
      their terms.

    


    13. Benefits
      of this Warrant.

    


    Nothing
      in this Warrant shall be construed to confer upon any person other than the
      Company and Holder any legal or equitable right, remedy or claim under this
      Warrant and this Warrant shall be for the sole and exclusive benefit of the
      Company and Holder.

    


    14. Governing
      Law. 

    


    All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement (whether brought against a party
      hereto or its respective affiliates, directors, officers, shareholders,
      employees or agents) shall be commenced exclusively in the state and federal
      courts sitting in the City of New York. Each party hereby irrevocably submits
      to
      the exclusive jurisdiction of the state and federal courts sitting in the City
      of New York, borough of Manhattan for the adjudication of any dispute hereunder
      or in connection herewith or with any transaction contemplated hereby or
      discussed herein (including with respect to the enforcement of any of the
      Transaction Documents), and hereby irrevocably waives, and agrees not to assert
      in any suit, action or proceeding, any claim that it is not personally subject
      to the jurisdiction of any such court, that such suit, action or proceeding
      is
      improper or is an inconvenient venue for such proceeding. Each party hereby
      irrevocably waives personal service of process and consents to process being
      served in any such suit, action or proceeding by mailing a copy thereof via
      registered or certified mail or overnight delivery (with evidence of delivery)
      to such party at the address in effect for notices to it under this Agreement
      and agrees that such service shall constitute good and sufficient service of
      process and notice thereof. Nothing contained herein shall be deemed to limit
      in
      any way any right to serve process in any other manner permitted by law. The
      parties hereby waive all rights to a trial by jury. If either party shall
      commence an action or proceeding to enforce any provisions of this Agreement,
      then the prevailing party in such action or proceeding shall be reimbursed
      by
      the other party for its reasonable attorneys’ fees and other costs and expenses
      incurred with the investigation, preparation and prosecution of such action
      or
      proceeding. 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    15. Loss
      of Warrant.

    


    Upon
      receipt by the Company of evidence of the loss, theft, destruction or mutilation
      of this Warrant, and (in the case of loss, theft or destruction) of indemnity
      or
      security reasonably satisfactory to the Company, and upon surrender and
      cancellation of this Warrant, if mutilated, the Company shall execute and
      deliver a new Warrant of like tenor and date.

    


    16. Notice
      or Demands.

    


    Notices
      or demands pursuant to this Warrant to be given or made by Holder to or on
      the
      Company shall be sufficiently given or made if sent by certified or registered
      mail, return receipt requested, postage prepaid, and addressed, until another
      address is designated in writing by the Company, to the address set forth in
      Section 2(a) above. Notices or demands pursuant to this Warrant to be given
      or
      made by the Company to or on Holder shall be sufficiently given or made if
      sent
      by certified or registered mail, return receipt requested, postage prepaid,
      and
      addressed, to the address of Holder set forth in the Company’s records, until
      another address is designated in writing by Holder.

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Warrant as of the
 30th
      day of
      June, 2007.

     

    
      	 	 	 
	 	
              ALTERNATIVE
                CONSTRUCTION COMPANY, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	 	
              
Print
              Name:
	 	
            	
              
                

              
Title:
	 	
              
                

              

            
	 	 


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    EXERCISE
      FORM FOR WARRANT

    


    TO:
      ALTERNATIVE
      CONSTRUCTION COMPANY, INC.

     

    The
      undersigned hereby irrevocably Exercises the right to purchase ____________
      of
      the shares of Common Stock (the “Common Stock”) of ALTERNATIVE
      CONSTRUCTION COMPANY, INC.,
      a
      Florida corporation (the “Company”), evidenced by the attached warrant (the
“Warrant”), and herewith makes payment of the Exercise price with respect to
      such shares in full, all in accordance with the conditions and provisions of
      said Warrant.

    


    1.
      The
      undersigned agrees not to offer, sell, transfer or otherwise dispose of any
      of
      the Common Stock obtained on Exercise of the Warrant, except in accordance
      with
      the provisions of Section 8(a) of the Warrant.

    


    2.
      The
      undersigned requests that stock certificates for such shares be issued free
      of
      any restrictive legend, if appropriate, and a warrant representing any
      unexercised portion hereof be issued, pursuant to the Warrant in the name of
      the
      undersigned and delivered to the undersigned at the address set forth
      below:

    


    Dated:
      _____________

     

     

      
        

      

    

    Signature

          



    
      
        

      

    

    Print
      Name

                  
      


    
      
        

      

    

    Address

                      
      


    
      
        

      

    

    NOTICE

    


    The
      signature to the foregoing Exercise Form must correspond to the name as written
      upon the face of the attached Warrant in every particular, without alteration
      or
      enlargement or any change whatsoever.

               
      

    
      
        

      

    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


    ASSIGNMENT

    


    (To
      be
      executed by the registered holder

    desiring
      to transfer the Warrant)

    


    FOR
      VALUE
      RECEIVED, the undersigned holder of the attached warrant (the “Warrant”) hereby
      sells, assigns and transfers unto the person or persons below named the right
      to
      purchase _______ shares of the Common Stock of ALTERNATIVE
      CONSTRUCTION COMPANY, INC.,
      a
      Florida corporation, evidenced by the attached Warrant and does hereby
      irrevocably constitute and appoint _______________________ attorney to transfer
      the said Warrant on the books of the Company, with full power of substitution
      in
      the premises.

     

    
      	Dated: _______________	 	
            
	 	 	
              
Signature


    

     

    Fill
      in
      for new registration of Warrant:

    


    ___________________________________

    Name

    


    ___________________________________

    Address

    


    ___________________________________

    Please
      print name and address of assignee

    (including
      zip code number)

    


    
      
        

      

    

    NOTICE

    


    The
      signature to the foregoing Assignment must correspond to the name as written
      upon the face of the attached Warrant in every particular, without alteration
      or
      enlargement or any change whatsoever.

    
      
        

      

    

     

    
      
        
        

      

      
        25