WWW.EXFILE.COM, INC. -- ARKADOS GROUP, INC. -- EXHIBIT 4.3 TO FORM 8K


     

    EXHIBIT
      4.3


    NEITHER
      THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER
      APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES
      LAWS.  NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE
      HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED
      OF
      EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
      ACT
      OR IN A TRANSACTION THAT IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF
      THE
      SECURITIES ACT.

    


    STOCK
      PURCHASE WARRANT

    


    No.
      WTPB
      - ___

    


    To
      Purchase____________ Shares of Common Stock of

    


    ARKADOS
      GROUP, INC.

    


    THIS
      CERTIFIES that, for value
      received, __________________ (the “Holder”) is entitled, upon
      the terms and subject to the conditions hereinafter set forth, at any time
      prior
      to the close of business on July 15, 2010  (the “Termination Date”),
      but not thereafter, to subscribe for and purchase from Arkados Group, Inc.,
      a
      corporation incorporated in Delaware (the “Company”), up to
____________________________________ (_________) shares (the
“Warrant Shares”) of the common stock, $.0001 par value, of the Company (the
      “Common Stock”).  The purchase price of one share of Common Stock (the
“Exercise Price”) under this Warrant shall be $0.85.  The Exercise
      Price and the number of shares for which the Warrant is exercisable shall be
      subject to adjustment as provided herein.  This Warrant is part of an
      authorized class of up to 310,866 Warrants of like tenor authorized by the
      Company pursuant to agreements to amend the 6% Convertible Subordinated Notes
      due June 30, 2007 or to exchange such Notes for other securities of the
      Company.

    


    1.           Title
      to Warrant.  Prior to and subject to compliance with applicable
      laws, this Warrant and all rights hereunder are transferable, in whole or in
      part, at the office or agency of the Company by the Holder hereof in person
      or
      by duly authorized attorney, upon surrender of this Warrant together with the
      Assignment Form annexed hereto properly endorsed.

    


    2.           Authorization
      of Shares.  The Company covenants that all shares of Common Stock
      that may be issued upon the exercise of rights represented by this Warrant
      will,
      upon exercise of the rights represented by this Warrant, be duly authorized,
      validly issued, fully-paid and nonassessable and free from all taxes, liens
      and
      charges in respect of the issue thereof (other than taxes in respect of any
      transfer occurring contemporaneously with such issue).

    


    3.           Exercise
      of Warrant.  Except as otherwise expressly provided herein,
      exercise of the purchase rights represented by this Warrant may be made at
      any
      time or times on or before the close of business on the Termination Date by
      the
      surrender of this Warrant and the 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Notice
      of
      Exercise form annexed hereto duly executed, at the office of the Company (or
      such other office or agency of the Company as it may designate by notice in
      writing to the registered Holder hereof at the address of such Holder appearing
      on the books of the Company), and upon payment of the Exercise Price of the
      Warrant Shares thereby purchased by wire transfer or certified check, cashier’s
      check or money order drawn on a United States bank.  The Holder of
      this Warrant shall be entitled to receive a certificate for the number of shares
      of Common Stock so purchased.  If a registration statement for the
      resale of the shares of Common Stock issuable upon exercise of this Warrant
      has
      not been declared effective by the Securities and Exchange Commission by the
      first anniversary of the first closing of the offering contemplated by the
      Purchase Agreement (and provided further that (a) such registration statement
      shall also have been kept current for at least one year after the effective
      date
      thereof and (b) the Holder of the Warrant shall be entitled to the benefits
      of
      indemnification and contribution provisions of the Purchase Agreement with
      respect to such registration statement, this Warrant may also be exercised
      in
      whole or in part by means of a “cashless exercise” by means of tendering this
      Warrant to the Company together with a written demand to receive the number
      of
      shares of Common Stock equal in total Market Value (as hereinafter defined)
      to
      the difference between the total Market Value of the shares of Common Stock
      issuable upon such exercise of this Warrant (to the extent exercised) and the
      total cash Exercise Price of that part of the Warrant being
      exercised.  “Market Value” for this purpose shall be the price for the
      last trade of the Common Stock as reported by Bloomberg L.P. on the close of
      business on the last Trading Day (as such term is defined in the Note issued
      pursuant to the Purchase Agreement) preceding the tender of the original
      documentation for such cashless exercise. Certificates for shares purchased
      hereunder shall be delivered to the Holder hereof within seven (7) Trading
      Days
      after the date on which this Warrant shall have been exercised as aforesaid.
      This Warrant shall be deemed to have been exercised and such certificate or
      certificates shall be deemed to have been issued, and Holder or any other person
      so designated to be named therein shall be deemed to have become a holder of
      record of such shares for all purposes, as of the date the Warrant has been
      exercised by payment to the Company of the Exercise Price (or in the case of
      a
      cashless exercise, the date the original documents for such cashless exercise
      have been received by the Company).  If this Warrant shall have been
      exercised in part, the Company shall, at the time of delivery of the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased shares of Common
      Stock called for by this Warrant; which new Warrant shall in all other respects
      be identical with this Warrant.

    


    The
      Holder is granted the piggy back
      registration rights set forth in the Purchase Agreement, provided such rights
      may only be assigned in the manner described in the Securities Purchase
      Agreement.

    


    4.           No
      Fractional Shares or Scrip.  No fractional shares or scrip
      representing fractional shares shall be issued upon the exercise of this
      Warrant.  As to any fraction of a share that Holder would otherwise be
      entitled to purchase upon such exercise, the Company shall cause the Transfer
      Agent to issue one whole share of Common Stock in respect of such fraction
      of a
      share of Common Stock.

    


    5.           Charges,
      Taxes and Expenses.  Issuance of certificates for shares of Common
      Stock upon the exercise of this Warrant shall be made without charge to the
      Holder 

     

    
      
         

      

      
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    hereof
      for any issue or transfer tax or other incidental expense in respect of the
      issuance of such certificate, all of which taxes and expenses shall be paid
      by
      the Company, and such certificates shall be issued in the name of the Holder
      of
      this Warrant or in such name or names as may be directed by the Holder of this
      Warrant; provided, however, that in the event certificates for shares of Common
      Stock are to be issued in a name other than the name of the Holder of this
      Warrant, this Warrant when surrendered for exercise shall be accompanied by
      the
      Assignment Form attached hereto duly executed by the Holder hereof; and the
      Company may require, as a condition thereto, the payment of a sum sufficient
      to
      reimburse it for any transfer tax incidental thereto.

    


    6.           Closing
      of Books.  The Company will not close its shareholder books or
      records in any manner that prevents the timely exercise of this
      Warrant.

    


    7.           Transfer,
      Division and Combination.  (a) Subject to compliance with any
      applicable securities laws, transfer of this Warrant and all rights hereunder,
      in whole or in part, shall be registered on the books of the Company to be
      maintained for such purpose, upon surrender of this Warrant at the principal
      office of the Company, together with a written assignment of this Warrant
      substantially in the form attached hereto duly executed by Holder or its agent
      or attorney, and payment of funds sufficient to pay any transfer taxes payable
      upon the making of such transfer.  Upon such surrender and, if
      required, such payment, the Company shall execute and deliver a new Warrant
      or
      Warrants in the name of the assignee or assignees and in the denomination or
      denominations specified in such instrument of assignment, and shall issue to
      the
      assignor a new Warrant evidencing the portion of this Warrant not so assigned,
      and this Warrant shall promptly be cancelled.  A Warrant, if properly
      assigned, may be exercised by a new Holder for the purchase of shares of Common
      Stock without having a new Warrant issued.

    


    (b)           This
      Warrant may be divided or combined with other Warrants upon presentation hereof
      at the aforesaid office of the Company, together with a written notice
      specifying the names and denominations in which new Warrants are to be issued,
      signed by Holder or its agent or attorney.  Subject to compliance with
      Section 7(a), as to any transfer that may be involved in such division or
      combination, the Company shall execute and deliver a new Warrant or Warrants
      in
      exchange for the Warrant or Warrants to be divided or combined in accordance
      with such notice.

    


    (c)           The
      Company shall prepare, issue and deliver at its own expense (other than transfer
      taxes) the new Warrant or Warrants under this Section 7.

    


    (d)           The
      Company agrees to maintain, at its aforesaid office, books for the registration
      and the registration of transfer of the Warrants.

    


    8.           No
      Rights as Shareholder until Exercise.  This Warrant does not
      entitle the Holder hereof to any voting rights or other rights as a shareholder
      of the Company prior to the exercise hereof.  Upon the surrender of
      this Warrant and the payment of the aggregate Exercise Price as contemplated
      by
      Section 3, the Warrant Shares so purchased shall be and be deemed to be issued
      to such Holder as the record owner of such shares as of the close of business
      on
      the later of the date of such surrender or payment.

    


    
      
         

      

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

    


    10.           Saturdays,
      Sundays, Holidays, etc.  If the last or appointed day for the
      taking of any action or the expiration of any right required or granted herein
      shall be a Saturday, Sunday or a legal holiday, then such action may be taken
      or
      such right may be exercised on the next succeeding day not a Saturday, Sunday
      or
      legal holiday.

    


    11.           Adjustments
      of Exercise Price and Number of Warrant Shares.

    


    The
      number and kind of securities
      purchasable upon the exercise of this Warrant and the Exercise Price shall
      be
      subject to adjustment from time to time upon the happening of any of the
      following.

    


    (a)           Reorganization,
      Reclassification, Merger, Consolidation or Disposition of
      Assets.  In case the Company shall reorganize its capital,
      reclassify its capital stock, consolidate or merge with or into another
      corporation (where the Company is not the surviving corporation or where there
      is a change in or distribution with respect to the Common Stock of the Company),
      or sell, transfer or otherwise dispose of all or substantially all its property,
      assets or business to another corporation and, pursuant to the terms of such
      reorganization, reclassification, merger, consolidation or disposition of
      assets, shares of common stock of the successor or acquiring corporation, or
      any
      cash, shares of stock or other securities or property of any nature whatsoever
      (including warrants or other subscription or purchase rights) in addition to
      or
      in lieu of common stock of the successor or acquiring corporation (“Other
      Property”), are to be received by or distributed to the holders of Common Stock
      of the Company, then Holder shall have the right thereafter to receive, upon
      exercise of this Warrant, the number of shares of common stock of the successor
      or acquiring corporation or of the Company, if it is the surviving corporation,
      and Other Property receivable upon or as a result of such reorganization,
      reclassification, merger, consolidation or disposition of assets by a holder
      of
      the number of shares of Common Stock for which this Warrant is exercisable
      immediately prior to such event.  In case of any such reorganization,
      reclassification, merger, consolidation or disposition of assets, the successor
      or acquiring corporation (if other than the Company) shall expressly assume
      the
      due and punctual observance and performance of each and every covenant and
      condition of this Warrant to be performed and observed by the Company and all
      the obligations and liabilities hereunder, subject to such modifications as
      may
      be deemed appropriate (as determined in good faith by resolution of the Board
      of
      Directors of the Company) in order to provide for adjustments of shares of
      Common Stock for which this Warrant is exercisable which shall be as nearly
      equivalent as practicable to the adjustments provided for in this Section
      11.  For purposes of this Section 11, “common stock of the successor
      or acquiring corporation” shall 

     

    
      
         

      

      
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    include
      stock of such corporation of any class which is not preferred as to dividends
      or
      assets over any other class of stock of such corporation and which is not
      subject to redemption and shall also include any evidences of indebtedness,
      shares of stock or other securities which are convertible into or exchangeable
      for any such stock, either immediately or upon the arrival of a specified date
      or the happening of a specified event and any warrants or other rights to
      subscribe for or purchase any such stock.  The foregoing provisions of
      this Section 11 shall similarly apply to successive reorganizations,
      reclassifications, mergers, consolidations or disposition of
      assets.

    


    12.           Voluntary
      Adjustment by the Company.  The Company may at any time during the
      term of this Warrant, reduce the then current Exercise Price to any amount
      and
      for any period of time deemed appropriate by the Board of Directors of the
      Company, except to the extent such action would delay or impair the Holder’s
      right to publicly resell the Warrant Shares pursuant to Rule 144 promulgated
      under the Securities Act or otherwise.

    


    13.           Notice
      of Adjustment.  Whenever the number of Warrant Shares or number or
      kind of securities or other property purchasable upon the exercise of this
      Warrant or the Exercise Price is adjusted, as herein provided, the Company
      shall
      promptly mail by registered or certified mail, return receipt requested, to
      the
      Holder of this Warrant notice of such adjustment or adjustments setting forth
      the number of Warrant Shares (and other securities or property) purchasable
      upon
      the exercise of this Warrant and the Exercise Price of such Warrant Shares
      (and
      other securities or property) after such adjustment, setting forth a brief
      statement of the facts requiring such adjustment and setting forth the
      computation by which such adjustment was made.  Such notice, in the
      absence of manifest error, shall be conclusive evidence of the correctness
      of
      such adjustment.

    


    14.           Notice
      of Corporate Action.  If at any time:

    


    (i)           the
      Company shall take a record of the holders of its Common Stock for the purpose
      of entitling them to receive a dividend or other distribution, or any right
      to
      subscribe for or purchase any evidences of its indebtedness, any shares of
      stock
      of any class or any other securities or property, or to receive any other right,
      or

    


    (ii)           there
      shall be any capital reorganization of the Company, any reclassification or
      recapitalization of the capital stock of the Company or any consolidation or
      merger of the Company with, or any sale, transfer or other disposition of all
      or
      substantially all the property, assets or business of the Company to, another
      corporation or,

    


    (iii)           there
      shall be a voluntary or involuntary dissolution, liquidation or winding up
      of
      the Company; then,
      in
      any one or more of such cases, the Company shall give to Holder (i) at least
      10
      days’ prior written notice of the date on which a record date shall be selected
      for such dividend, distribution or right or for determining rights to vote
      in
      respect of any such reorganization, reclassification, merger, consolidation,
      sale, transfer, disposition, liquidation or winding up, and (ii) in the case
      of
      any such reorganization, reclassification, merger, consolidation, sale,
      transfer, disposition, dissolution, liquidation or winding up, at least 10
      days’
prior written notice of the date when the same shall take place.  Such
      notice in accordance with the foregoing clause also 

     

    
      
         

      

      
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    shall
      specify (i) the date on which any such record is to be taken for the purpose
      of
      such dividend, distribution or right, the date on which the holders of Common
      Stock shall be entitled to any such dividend, distribution or right, and the
      amount and character thereof, and (ii) the date on which any such
      reorganization, reclassification, merger, consolidation, sale, transfer,
      disposition, dissolution, liquidation or winding up is to take place and the
      time, if any such time is to be fixed, as of which the holders of Common Stock
      shall be entitled to exchange their shares of Common Stock for securities or
      other property deliverable upon such disposition, dissolution, liquidation
      or
      winding up.  Each such written notice shall be sufficiently given if
      addressed to Holder at the last address of Holder appearing on the books of
      the
      Company and delivered in accordance with Section 16(d).

    


    15.           Authorized
      Shares.

    


    (a)           The
      Company covenants that during the period the Warrant is outstanding, it will
      reserve from its authorized and unissued Common Stock a sufficient number of
      shares to provide for the issuance of the Warrant Shares upon the exercise
      of
      any purchase rights under this Warrant.  The Company further covenants
      that its issuance of this Warrant shall constitute full authority to its
      officers who are charged with the duty of executing stock certificates to
      execute and issue the necessary certificates for the Warrant Shares upon the
      exercise of the purchase rights under this Warrant.  The Company will
      take all such reasonable action as may be necessary to assure that such Warrant
      Shares may be issued as provided herein without violation of any applicable
      law
      or regulation, or of any requirements of  the Principal Market upon
      which the Common Stock may be listed.

    


    (b)           The
      Company shall not by any action, including, without limitation, amending its
      certificate of incorporation or through any reorganization, transfer of assets,
      consolidation, merger, dissolution, issue or sale of securities or any other
      voluntary action, avoid or seek to avoid the observance or performance of any
      of
      the terms of this Warrant, but will at all times in good faith assist in the
      carrying out of all such terms and in the taking of all such actions as may
      be
      necessary or appropriate to protect the rights of Holder against
      impairment.  Without limiting the generality of the foregoing, the
      Company will (i) not increase the par value of any shares of Common Stock
      receivable upon the exercise of this Warrant above the amount payable therefor
      upon such exercise immediately prior to such increase in par value, (ii) take
      all such action 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, and (iii) use its best efforts to obtain
      all
      such authorizations, exemptions or consents from any public regulatory body
      having jurisdiction thereof as may be necessary to enable the Company to perform
      its obligations under this Warrant.

     

    (c)           Upon
      the request of Holder, the Company will at any time during the period this
      Warrant is outstanding acknowledge in writing, in form reasonably satisfactory
      to Holder, the continuing validity of this Warrant and the obligations of the
      Company hereunder.

    


    (d)           Before
      taking any action pursuant to Section 11 or 12  that would cause an
      adjustment reducing the current Exercise Price below the then par value, if
      any,
      of the shares of Common Stock issuable upon exercise of the Warrants, the
      Company shall take any 

     

    
      
         

      

      
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    corporate
      action that may be necessary in order that the Company may validly and legally
      issue fully- paid and nonassessable shares of such Common Stock at such adjusted
      Exercise Price.

    


    (e)           Before
      taking any action that would result in an adjustment in the Exercise Price,
      the
      Company shall obtain all such authorizations or exemptions thereof, or consents
      thereto, as may be necessary from any public regulatory body or bodies having
      jurisdiction thereof.

    


    16.           Miscellaneous.

    


    (a)           Jurisdiction.
      This Warrant shall be binding upon any successors or assigns of the
      Company.  This Warrant shall constitute a contract under the laws of
      the State of Delaware without regard to its conflict of law principles or
      rules.

    


    (b)           Restrictions.  The
      Holder hereof acknowledges that the Warrant Shares acquired upon the exercise
      of
      this Warrant, if not registered or exempt from registration, will have
      restrictions upon resale imposed by state and Federal securities
      laws.

    


    (c)           Nonwaiver
      and Expenses.  No course of dealing or any delay or failure to
      exercise any right hereunder on the part of Holder shall operate as a waiver
      of
      such right or otherwise prejudice Holder’s rights, powers or remedies;
      notwithstanding which all rights hereunder terminate on the Termination
      Date.  If the Company fails to comply with any  provision of
      this Warrant, the Company shall pay to Holder such amounts as shall be
      sufficient to cover any costs and expenses including, but not limited to,
      reasonable attorneys’ fees, including those of appellate proceedings, incurred
      by Holder in collecting any amounts due pursuant hereto or in otherwise
      enforcing any of its rights, powers or remedies hereunder.  The
      foregoing shall not contribute a limitation on the rights of the Holder in
      the
      event of the Company’s breach or default of its obligations
      hereunder.

    


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

    


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

    


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

    


    
      
         

      

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

    


    (h)           Indemnification.  The
      Company agrees to indemnify and hold harmless Holder from and against any
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      claims, costs, attorneys’ fees, expenses and disbursements of any kind that may
      be imposed upon, incurred by or asserted against Holder in any manner relating
      to or arising out of any failure by the Company to perform or observe in any
      material respect any of its covenants, agreements, undertakings or obligations
      set forth in this Warrant; provided, however, that the Company
      will not be liable hereunder to the extent that any liabilities, obligations,
      losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys’
fees, expenses or disbursements are found in a final non-appealable judgment
      by
      a court to have resulted from Holder’s negligence, bad faith or willful
      misconduct in its capacity as a stockholder or warrantholder of the
      Company.

    


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

    


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

    


    IN
      WITNESS WHEREOF, the Company has
      caused this Warrant to be executed by its officer thereunto duly
      authorized.

    


    Dated:
      July 12, 2007

     

    
      	 	
              ARKADOS
                GROUP, INC.

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 	 
	 	 	Name:  Barbara
              Kane-Burke	 
	 	 	Title:    Chief
              Financial Officer	 
	 	 	 	 


    

    


     

    


    ATTEST:

    


    


    __________________________

    Secretary

    
      
         

      

      
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    NOTICE
      OF
      EXERCISE

    


    


    


    To:           Arkados
      Group, Inc.

    


    (1)           The
      undersigned hereby elects to purchase ________ shares of Common Stock (the
      “Common Stock”) of Arkados Group, Inc., pursuant to the terms of the attached
      Warrant, and  [   ] tenders herewith payment of the
      exercise price in full OR  [   ] tenders the Warrant
      for cashless exercise, together with all applicable transfer taxes, if
      any.

    


    
      	
            	
              (2)

            	
              Calculation
                of cashless exercise value, if
                applicable:_________________________

            


    

     

    
      
        

      

    

    ___________________________________________________________________________________________________________.

    


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

    


    _______________________________

    (Name)

    


    _______________________________

    (Address)

    


    _______________________________

    


    


    Dated:

    


    


    ______________________________

    Signature

    


     

    
      
         

      

      
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    ASSIGNMENT
      FORM

    


    (To
      assign the foregoing Warrant, execute

    this
      form
      and supply required information.

    Do
      not
      use this form to exercise the Warrant.)

    


    


    


    FOR
      VALUE RECEIVED, the foregoing
      Warrant and all rights evidenced thereby are hereby assigned to

    


    _______________________________________________
      whose address is

    


    _______________________________________________________________.

    


    _______________________________________________________________

    


    Dated:  ______________,
      _______

    


    


    Holder's
      Signature:               _____________________________

    


    Holder's
      Address:                _____________________________

    


    _____________________________

    


    


    Signature
      Guaranteed:  ___________________________________________

    


    


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

    


    ASSIGNMENT
      OF THIS WARRANT AND RELATED RIGHTS MAY ONLY BE MADE IN COMPLIANCE WITH
      APPLICABLE LAW AND THE TERMS OF THE SECURITIES PURCHASE AGREEMENT PURSUANT
      TO
      WHICH THIS WARRANT WAS ISSUED.  ANY TRANSFER IN VIOLATION THEREOF
      SHALL BE VOID NOT BINDING UPON THE COMPANY.

     

    
      
         

      

      
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