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 OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED,
      PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION
      STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER
      APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY
      TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    IN
      ADDITION, THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
MAY
      NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT
      OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD
      RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON
      FOR A PERIOD OF SIX (6) MONTHS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS
      OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO REGISTRATION
      STATEMENT NO.: 333-142649
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE
      WITH
      NASD RULE 2710(G)(2).

    


    EYETEL
      IMAGING, INC.

    


    UNDERWRITERS’
      WARRANT

    


    [                   ]
      shares of Common Stock

    


    ___________________,
      2007

    


    This
      UNDERWRITERS’ WARRANT
      (this
“Warrant”)
      of
      EyeTel Imaging, Inc., a corporation duly organized and validly existing under
      the laws of the State of Delaware (the “Company”),
      is
      being issued pursuant to that certain Underwriting Agreement, dated as of
      _________________, 2007 (the “Underwriting
      Agreement”),
      by
      and between the Company and Maxim Group LLC, the representative of the
      underwriters named therein (the “Representative”)
      relating to a firm commitment public offering (the “Offering”)
      of
      __________________ shares of common stock, $0.001 par value per share, of the
      Company (the “Common
      Stock”)
      underwritten by the Representative and the underwriters named in the
      Underwriting Agreement.

    


    FOR
      VALUE RECEIVED,
      the
      Company hereby grants to ________________ and its permitted successors and
      assigns (collectively, the “Holder”)
      the
      right to purchase from the Company up to ____________________
      ([                ])
[10%
      of shares sold in offering] shares
      of
      Common Stock (such shares underlying this Warrant, the “Warrant
      Shares”),
      at a
      per share purchase price equal to
      $[          ] [120%
      of initial public offering price]
      (the
“Exercise
      Price”),
      subject to the terms, conditions and adjustments set forth below in this
      Warrant. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    1. Date
      of Warrant Exercise.
      This
      Warrant shall become exercisable on the date that is six (6) months from the
      Base Date (the “Exercise
      Date”).
      As
      used in this Warrant, the term “Base
      Date”
shall
      mean ____________________, 2007. Except as otherwise provided for herein or
      as
      permitted by applicable rules of the National Association of Securities Dealers,
      Inc., this Warrant shall not be sold, transferred, assigned, pledged or
      hypothecated prior to the Exercise Date.

    


    2.
       Expiration
      of Warrant.
      This
      Warrant shall expire on the five (5) year anniversary of the Base Date (the
      “Expiration
      Date”).

    


    3.
       Exercise
      of Warrant.
      This
      Warrant shall be exercisable pursuant to the terms of this Section
      3.

    


    3.1
       Manner
      of Exercise.
      

    


    (a) This
      Warrant may only be exercised by the Holder hereof on or after the Exercise
      Date
      and on or prior to the Expiration Date, in accordance with the terms and
      conditions hereof, in whole or in part (but not as to fractional shares) with
      respect to any portion of this Warrant, during the Company’s normal business
      hours on any day other than a Saturday or a Sunday or a day on which commercial
      banking institutions in New York, New York are authorized by law to be closed
      (a
“Business
      Day”),
      by
      surrender of this Warrant to the Company at its office maintained pursuant
      to
      Section 10.2(a) hereof, accompanied by a written exercise notice in the form
      attached as Exhibit
      A
      to this
      Warrant (or a reasonable facsimile thereof) duly executed by the Holder,
      together with the payment of the aggregate Exercise Price for the number of
      Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this
      Warrant, the Company shall promptly cancel this Warrant document and shall,
      in
      the event of partial exercise, replace it with a new Warrant document in
      accordance with Section 3.3

    


    (b) Except
      as
      provided for in Section 3.1(c) below, each exercise of this Warrant must be
      accompanied by payment in full of the aggregate Exercise Price in cash by check
      or wire transfer in immediately available funds for the number of Warrant Shares
      being purchased by the Holder upon such exercise. 

    


    (c) The
      aggregate Exercise Price for the number of Warrant Shares being purchased may
      also, in the sole discretion of the Holder, be paid in full or in part on a
      “cashless basis” at the election of the Holder: 

    


    (i)
       in
      the
      form of Common Stock owned by the Holder (based on the Fair Market Value (as
      defined below) of such Common Stock on the date of exercise);

    


    (ii)
       in
      the
      form of Warrant Shares withheld by the Company from the Warrant Shares otherwise
      to be received upon exercise of this Warrant having an aggregate Fair Market
      Value on the date of exercise equal to the aggregate Exercise Price of the
      Warrant Shares being purchased by the Holder; or 


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    (iii)
       by
      a
      combination of the foregoing, provided that the combined value of all cash
      and
      the Fair Market Value of any shares surrendered to the Company is at least
      equal
      to the aggregate Exercise Price for the number of Warrant Shares being purchased
      by the Holder.

    


    For
      purposes of this Warrant, the term “Fair
      Market Value”
means
      with respect to a particular date, the average closing price of the Common
      Stock
      for the five (5) trading days immediately preceding the applicable exercise
      herein as officially reported by the principal securities exchange on which
      the
      Common Stock is then listed or admitted to trading, or, if the Common Stock
      is
      not listed or admitted to trading on any securities exchange as determined
      in
      good faith by resolution of the Board of Directors of the Company, based on
      the
      best information available to it.

    


    For
      purposes of illustration of a cashless exercise of this Warrant under Section
      3.1(c)(ii) (or for a portion thereof for which cashless exercise treatment
      is
      requested as contemplated by Section 3.1(c)(iii) hereof), the calculation of
      such exercise shall be as follows:

    


    X
      = Y (A-B)/A

    


    where:

    


    
      	 	
              X
                = 

            	
              the
                number of Warrant
                Shares to be issued to the Holder (rounded to the nearest whole
                share).

            


    

    


    
      	 	
              Y
                = 

            	
              the
                number of Warrant
                Shares with respect to which this Warrant
                is being exercised.

            


    

    


    
      	 	
              A
                = 

            	
              the
                Fair Market Value of the Common
                Stock.

            


    

    


    
      	 	
              B
                = 

            	
              the
                Exercise Price.

            


    

    


    (d) 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 as described in Section 3.1(c)
      above 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 as described in Section 3.1(c) above shall be deemed to
      have commenced on the date this Warrant was issued.

    


    3.2 When
      Exercise Effective.
      Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the Business Day on which this Warrant shall have
      been duly surrendered to the Company as provided in Sections 3.1 and 12 hereof,
      and, at such time, the Holder in whose name any certificate or certificates
      for
      Warrant Shares shall be issuable upon exercise as provided in Section 3.3 hereof
      shall be deemed to have become the holder or holders of record thereof of the
      number of Warrant Shares purchased upon exercise of this Warrant.



    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    3.3 Delivery
      of Common Stock Certificates and New Warrant.
      As soon
      as reasonably practicable after each exercise of this Warrant, in whole or
      in
      part, and in any event within five (5) Business Days thereafter, the Company,
      at
      its expense (including the payment by it of any applicable issue taxes), will
      cause to be issued in the name of and delivered to the Holder hereof or, subject
      to Sections 9 and 10 hereof, as the Holder (upon payment by the Holder of any
      applicable transfer taxes) may direct:

    


    (a) a
      certificate or certificates (with appropriate restrictive legends, as
      applicable) for the number of duly authorized, validly issued, fully paid and
      nonassessable Warrant Shares to which the Holder shall be entitled upon
      exercise; and 

    


    (b) in
      case
      exercise is in part only, a new Warrant document of like tenor, dated the date
      hereof, for the remaining number of Warrant Shares issuable upon exercise of
      this Warrant after giving effect to the partial exercise of this Warrant
      (including the delivery of any Warrant Shares as payment of the Exercise Price
      for such partial exercise of this Warrant). 

    


    4. Certain
      Adjustments.
      For so
      long as this Warrant is outstanding:

    


    4.1 Mergers
      or Consolidations.
      If at
      any time after the date hereof there shall be a capital reorganization (other
      than a combination or subdivision of Common Stock otherwise provided for herein)
      resulting in a reclassification to or change in the terms of securities issuable
      upon exercise of this Warrant (a “Reorganization”),
      or a
      merger or consolidation of the Company with another corporation, association,
      partnership, organization, business, individual, government or political
      subdivision thereof or a governmental agency (a “Person”
or
      the
“Persons”)
      (other
      than a merger with another Person in which the Company is a continuing
      corporation and which does not result in any reclassification or change in
      the
      terms of securities issuable upon exercise of this Warrant or a merger effected
      exclusively for the purpose of changing the domicile of the Company) (a
“Merger”),
      then,
      as a part of such Reorganization or Merger, lawful provision and adjustment
      shall be made so that the Holder shall thereafter be entitled to receive, upon
      exercise of this Warrant, the number of shares of stock or any other equity
      or
      debt securities or property receivable upon such Reorganization or Merger by
      a
      holder of the number of shares of Common Stock which might have been purchased
      upon exercise of this Warrant immediately prior to such Reorganization or
      Merger. In any such case, appropriate adjustment shall be made in the
      application of the provisions of this Warrant with respect to the rights and
      interests of the Holder after the Reorganization or Merger to the end that
      the
      provisions of this Warrant (including adjustment of the Exercise Price then
      in
      effect and the number of Warrant Shares) shall be applicable after that event,
      as near as reasonably may be, in relation to any shares of stock, securities,
      property or other assets thereafter deliverable upon exercise of this Warrant.
      The provisions of this Section 4.1 shall similarly apply to successive
      Reorganizations and/or Mergers.

    


    4.2 Splits
      and Subdivisions; Dividends.
      In the
      event the Company should at any time or from time to time effectuate a split
      or
      subdivision of the outstanding shares of Common Stock or pay a dividend in
      or
      make a distribution payable in additional shares of Common Stock or Common
      Stock
      Equivalents without payment of any consideration by such holder for the
      additional shares of Common Stock or Common Stock Equivalents (including the
      additional shares of Common Stock issuable upon conversion or exercise thereof),
      then, as of the applicable record date (or the date of such distribution, split
      or subdivision if no record date is fixed), the per share Exercise Price shall
      be appropriately decreased and the number of Warrant Shares shall be
      appropriately increased in proportion to such increase (or potential increase)
      of outstanding shares; provided, however, that no adjustment shall be made
      in
      the event the split, subdivision, dividend or distribution is not effectuated.
      


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    4.3 Combination
      of Shares.
      If the
      number of shares of Common Stock outstanding at any time after the date hereof
      is decreased by a combination of the outstanding shares of Common Stock, the
      per
      share Exercise Price shall be appropriately increased and the number of shares
      of Warrant Shares shall be appropriately decreased in proportion to such
      decrease in outstanding shares. 

    


    4.4 Adjustments
      for Other Distributions.
      In the
      event the Company shall declare a distribution payable in securities of other
      Persons, evidences of indebtedness issued by the Company or other Persons,
      assets (excluding cash dividends or distributions to the holders of Common
      Stock
      paid out of current or retained earnings and declared by the Company’s board of
      directors) or options or rights not referred to in Sections 4.2, 4.3 or 4.4,
      then, in
      each such case for the purpose of this Section 4.5, upon exercise of this
      Warrant, the Holder shall be entitled to a proportionate share of any such
      distribution as though the Holder was the actual record holder of the number
      of
      Warrant Shares as of the record date fixed for the determination of the holders
      of Common Stock of the Company entitled to receive such distribution.


    


    5. No
      Impairment.
      The
      Company will not, by amendment of its articles of incorporation or by-laws
      or
      through any consolidation, merger, reorganization, transfer of assets,
      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 of the
      terms and in the taking of all actions necessary or appropriate in order to
      protect the rights of the Holder against impairment. 

    


    6. Chief
      Financial Officer’s Report as to Adjustments.
      With
      respect to each adjustment pursuant to Section 4 of this Warrant, the Company,
      at its expense, will promptly compute the adjustment or re-adjustment in
      accordance with the terms of this Warrant and cause its Chief Financial Officer
      to certify the computation (other than any computation of the fair value of
      property of the Company, as the case may be) and prepare a report setting forth,
      in reasonable detail, the event requiring the adjustment or re-adjustment and
      the amount of such adjustment or re-adjustment, the method of calculation
      thereof and the facts upon which the adjustment or re-adjustment is based,
      and
      the Exercise Price and the number of Warrant Shares or other securities
      purchasable hereunder after giving effect to such adjustment or re-adjustment,
      which report shall be mailed by first class mail, postage prepaid to the Holder.
      The Company will also keep copies of all reports at its office maintained
      pursuant to Section 10.2(a) hereof and will cause them to be available for
      inspection at the office during normal business hours upon reasonable notice
      by
      the Holder or any prospective purchaser of the Warrant designated by the Holder
      thereof. 


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    7. Reservation
      of Shares.
      The
      Company shall, solely for the purpose of effecting the exercise of this Warrant,
      at all times during the term of this Warrant, reserve and keep available out
      of
      its authorized shares of Common Stock, free from all taxes, liens and charges
      with respect to the issue thereof and not subject to preemptive rights or other
      similar rights of shareholders of the Company, such number of its shares of
      Common Stock as shall from time to time be sufficient to effect in full the
      exercise of this Warrant. If at any time the number of authorized but unissued
      shares of Common Stock shall not be sufficient to effect in full the exercise
      of
      this Warrant, in addition to such other remedies as shall be available to
      Holder, the Company will promptly take such corporate action as may, in the
      opinion of its counsel, be necessary to increase the number of authorized but
      unissued shares of Common Stock to such number of shares as shall be sufficient
      for such purposes, including without limitation, using its Reasonable Best
      Efforts (as defined in Section 14 hereof) to obtain the requisite shareholder
      approval necessary to increase the number of authorized shares of Common Stock.
      The Company hereby represents and warrants that all shares of Common Stock
      issuable upon exercise of this Warrant shall be duly authorized and, when issued
      and paid for upon exercise, shall be validly issued, fully paid and
      nonassessable.

    


    8. Registration
      and Listing.
      

    


    8.1 Definition
      of Registrable Securities; Majority.
      As used
      herein, the term “Registrable
      Securities”
means
      any shares of Common Stock issuable upon the exercise of this Warrant, until
      the
      date (if any) on which such shares shall have been transferred or exchanged
      and
      new certificates for them not bearing a legend restricting further transfer
      shall have been delivered by the Company and subsequent disposition of them
      shall not require registration or qualification of them under the Securities
      Act
      or any similar state law then in force. For purposes of this Warrant, the term
      “Majority”,
      in
      reference to the holders of Registrable Securities, shall mean in excess of
      fifty percent (50%) of the then outstanding Warrant Shares (assuming the
      exercise of the entire Warrant) that: (i) are not held by the Company, an
      affiliate, officer, creditor, employee or agent thereof or any of their
      respective affiliates, members of their family, Persons acting as nominees
      or in
      conjunction therewith and (ii) have not be resold to the public pursuant to
      a
      registration statement filed under the Securities Act. When used herein, the
      term “Reasonable
      Best Efforts”
means,
      with respect to the applicable obligation of the Company, reasonable best
      efforts for similarly situated, publicly-traded companies.

    


    8.2 Required
      Registration.
      

    


    (a) At
      any
      time on or after the Exercise Date and on or before the five (5) year
      anniversary of the Base Date, but in no event on more than one (1) occasion,
      upon the written request of the holders of the Registrable Securities
      representing a Majority of such Registrable Securities, the Company will use
      its
      Reasonable Best Efforts to effect the registration of the respective shares
      of
      the holders of Registrable Securities under the Securities Act to
      the extent requisite to permit the public disposition thereof as expeditiously
      as reasonably
      possible, but in no event later than 120 days from the date of such
      request.

    


    (b) Registration
      of Registrable Securities under this Section 8.2 shall be on such appropriate
      registration form: (i) as shall be selected by the Company, and (ii) as shall
      permit the public disposition of such Registrable Securities in accordance
      with
      this Section 8.2. The Company agrees to include in any such registration
      statement all information which the requesting holders of Registrable Securities
      shall reasonably request, which is required to be contained therein. The Company
      will pay all Registration Expenses in connection with each registration of
      Registrable Securities pursuant to this Section 8.2.


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    (c) A
      registration requested pursuant to this Section 8.2 shall not be deemed to
      have
      been effected: (i) unless a registration statement with respect thereto has
      become effective or (ii) if, after it has become effective, such registration
      is
      interfered with by any stop order, injunction or other order or requirement
      of
      the Securities and Exchange Commission (the “SEC”)
      or
      other governmental agency or court of competent jurisdiction for any reason,
      other than by reason of some act or omission by a holder of Registrable
      Securities.

    


    8.3 Incidental
      Registration Rights.

    


    (a) If
      the
      Company, at any time on or after the Exercise Date and on or before the seven
      (7) year anniversary of the Base Date, proposes to register any of its
      securities under the Securities Act (other than in connection with a
      registration on Form S-4 or S-8 or any successor forms) whether for its own
      account or for the account of any holder or holders of its shares other than
      Registrable Securities (any shares of such holder or holders (but not those
      of
      the Company and not Registrable Securities) with respect to any registration
      are
      referred to herein as, “Other
      Shares”),
      the
      Company shall each such time give prompt (but not less than thirty (30) days
      prior to the anticipated effectiveness thereof) written notice to the holders
      of
      Registrable Securities of its intention to do so. Upon the written request
      of
      any such holder of Registrable Securities made within twenty (20) days after
      the
      receipt of any such notice (which request shall specify the Registrable
      Securities intended to be disposed of by such holder), except as set forth in
      Section 8.3(b), the Company will use its Reasonable Best Efforts to effect
      the
      registration under the Securities Act of all of the Registrable Securities
      which
      the Company has been so requested to register by such holder, to the extent
      requisite to permit the disposition of the Registrable Securities so to be
      registered, by inclusion of such Registrable Securities in the registration
      statement which covers the securities which the Company proposes to register;
      provided,
      however,
      that if,
      at any time after giving written notice of its intention to register any
      securities and prior to the effective date of the registration statement filed
      in connection with such registration, the Company shall determine for any reason
      in its sole discretion either to not register, to delay or to withdraw
      registration of such securities, the Company may, at its election, give written
      notice of such determination to such holder and, thereupon: (i) in the case
      of a
      determination not to register, shall be relieved of its obligation to register
      any Registrable Securities in connection with such registration (but not from
      its obligation to pay the Registration Expenses in connection therewith),
      without prejudice, however, to the rights of the holders of Registrable
      Securities entitled to request that such registration be effected as a
      registration under Section 8.2, (ii) in the case of a determination to delay
      registration, shall be permitted to delay registering any Registrable Securities
      for the same period as the delay in registering such other securities (including
      the Other Shares), without prejudice, however, to the rights of the holders
      of
      Registrable Securities entitled to request that such registration be effected
      as
      a registration under Section 8.2 and (iii) in the case of a determination to
      withdraw registration, shall be permitted to withdraw registration, without
      prejudice, however, to the rights of the holders of Registrable Securities
      entitled to request that such registration be effected as a registration under
      Section 8.2. No registration effected under this Section 8.3 shall relieve
      the
      Company of its obligation to effect any registration upon request under Section
      8.2, nor shall any such registration hereunder be deemed to have been effected
      pursuant to Section 8.2. The Company will pay all Registration Expenses in
      connection with each registration of Registrable Securities pursuant to this
      Section 8.3. 


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    (b) If
      the
      Company at any time proposes to register any of its securities under the
      Securities Act as contemplated by this Section 8.3 and such securities are
      to be
      distributed by or through one or more underwriters, the Company will, if
      requested by a holder of Registrable Securities, use its Reasonable Best Efforts
      to arrange for such underwriters to include all the Registrable Securities
      to be
      offered and sold by such holder among the securities to be distributed by such
      underwriters, provided that if the managing underwriter of such underwritten
      offering shall inform the Company by letter of its belief that inclusion in
      such
      distribution of all or a specified number of such securities proposed to be
      distributed by such underwriters would interfere with the successful marketing
      of the securities being distributed by such underwriters (such letter to state
      the basis of such belief and the approximate number of such Registrable
      Securities, such Other Shares and shares held by the Company proposed so to
      be
      registered which may be distributed without such effect), then the Company
      may,
      upon written notice to such holder, the other holders of Registrable Securities,
      and holders of such Other Shares reduce the number of shares of Common Stock
      to
      be included in such registration so that the resulting aggregate number of
      such
      Registrable Securities and Other Shares so included in such registration,
      together with the number of securities to be included in such registration
      for
      the account of the Company, shall be equal to the number of shares stated in
      such managing underwriter’s letter. Such reductions shall be made as follows:
      (i) in the case of a registration initiated by the Company for its own account:
      (A) the Company shall first reduce pro rata in accordance with the number of
      shares of Common Stock desired to be included in such registration the number
      of
      such Registrable Securities and Other Shares the registration of which shall
      have been requested by each holder thereof, and (B) thereafter, if additional
      shares must be excluded from such registration, shares to be issued by the
      Company shall be excluded, and (ii) in the case of a registration initiated
      by
      the Company for the account of a holder or holders of Other Shares: (A) the
      Company shall first reduce the number of shares to be issued by the Company,
      and
      (B) thereafter, if additional shares must be excluded from such registration,
      the Company shall reduce pro rata in accordance with the number of shares of
      Common Stock desired to be included in such registration the number of such
      Registrable Securities and Other Shares (other than Other Shares held by the
      initiating holder or holders) the registration of which shall have been
      requested by each holder thereof, and (C) thereafter, if additional shares
      must
      be excluded from such registration, Other Shares held by the initiating holder
      or holders shall be excluded pro rata in accordance with the number of Other
      Shares the registration of which shall have been requested by such initiating
      holder or holders.

    


    8.4 Registration
      Procedures.
      Whenever the holders of Registrable Securities have properly requested that
      any
      Registrable Securities be registered pursuant to the terms of this Warrant,
      the
      Company shall use its Reasonable Best Efforts to effect the registration and
      the
      sale of such Registrable Securities in accordance with the intended method
      of
      disposition thereof, and pursuant thereto the Company shall as expeditiously
      as
      possible:


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    (a) prepare
      and file with the SEC a registration statement with respect to such Registrable
      Securities and use its Reasonable Best Efforts to cause such registration
      statement to become effective;

     

    (b) notify
      such holders of the effectiveness of each registration statement filed hereunder
      and prepare and file with the SEC such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to (i) keep such registration statement effective and the prospectus
      included therein usable for a period commencing on the date that such
      registration statement is initially declared effective by the SEC and ending
      on
      the date when all Registrable Securities covered by such registration statement
      have been sold pursuant to the registration statement or cease to be Registrable
      Securities, and (ii) comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by such registration
      statement during such period in accordance with the intended methods of
      disposition by the sellers thereof set forth in such registration
      statement;

    


    (c) furnish
      to such holders such number of copies of such registration statement, each
      amendment and supplement thereto, the prospectus included in such registration
      statement (including each preliminary prospectus) and such other documents
      as
      such seller may reasonably request in order to facilitate the disposition of
      the
      Registrable Securities owned by such holders;

    


    (d) use
      its
      Reasonable Best Efforts to register or qualify such Registrable Securities
      under
      such other securities or blue sky laws of such jurisdictions as such holders
      reasonably request and do any and all other acts and things which may be
      reasonably necessary or advisable to enable such holders to consummate the
      disposition in such jurisdictions of the Registrable Securities owned by such
      holders; provided,
      however,
      that the
      Company shall not be required to: (i) qualify generally to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      subparagraph; (ii) subject itself to taxation in any such jurisdiction; or
      (iii)
      consent to general service of process in any such jurisdiction;

    


    (e) notify
      such holders, at any time when a prospectus relating thereto is required to
      be
      delivered under the Securities Act, of the happening of any event as a result
      of
      which the prospectus included in such registration statement contains an untrue
      statement of a material fact or omits any material fact necessary to make the
      statements therein, in light of the circumstances in which they are made, not
      materially misleading, and, at the reasonable request of such holders, the
      Company shall prepare a supplement or amendment to such prospectus so that,
      as
      thereafter delivered to the purchasers of such Registrable Securities, such
      prospectus shall not contain an untrue statement of a material fact or omit
      to
      state any material fact necessary to make the statements therein, in light
      of
      the circumstances in which they are made, not materially
      misleading;

    


    (f) provide
      a
      transfer agent and registrar for all such Registrable Securities not later
      than
      the effective date of such registration statement;

    


    (g) make
      available for inspection by any underwriter participating in any disposition
      pursuant to such registration statement, and any attorney, accountant or other
      agent retained by any such underwriter, all financial and other records,
      pertinent corporate documents and properties of the Company, and cause the
      Company’s officers, directors, managers, employees and independent accountants
      to supply all information reasonably requested by any such underwriter,
      attorney, accountant or agent in connection with such registration
      statement;


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    (h) otherwise
      use its Reasonable Best Efforts to comply with all applicable rules and
      regulations of the SEC, and make available to its security holders, as soon
      as
      reasonably practicable, an earnings statement of the Company, which earnings
      statement shall satisfy the provisions of Section 11(a) of the Securities Act
      and, at the option of the Company, Rule 158 thereunder;

    


    (i) in
      the
      event of the issuance of any stop order suspending the effectiveness of a
      registration statement, or of any order suspending or preventing the use of
      any
      related prospectus or suspending the qualification of any Registrable Securities
      included in such registration statement for sale in any jurisdiction, the
      Company shall use its Reasonable Best Efforts promptly to obtain the withdrawal
      of such order;

    


    (j) use
      its
      Reasonable Best Efforts to cause any Registrable Securities covered by such
      registration statement to be registered with or approved by such other
      governmental agencies or authorities as may be necessary to enable the sellers
      thereof to consummate the disposition of such Registrable Securities;
      and

    


    (k) if
      the
      offering is underwritten, use its Reasonable Best Efforts to furnish on the
      date
      that Registrable Securities are delivered to the underwriters for sale pursuant
      to such registration, an opinion dated such date of counsel representing the
      Company for the purposes of such registration, addressed to the underwriters
      covering such issues as are reasonably required by such
      underwriters.

    


    8.5 Listing.
      The
      Company shall secure the listing of the Common Stock underlying this Warrant
      upon each national securities exchange or automated quotation system upon which
      shares of Common Stock are then listed or quoted (subject to official notice
      of
      issuance) and shall maintain such listing of shares of Common Stock. The Company
      shall at all times comply in all material respects with the Company’s reporting,
      filing and other obligations under the by-laws or rules of the American Stock
      Exchange (or such other national securities exchange or market on which the
      Common Stock may then be listed, as applicable).

    


    8.6 Expenses.
      The Company shall pay all Registration Expenses relating to the registration
      and
      listing obligations set forth in this Section 8. For purposes of this Warrant,
      the term “Registration
      Expenses”
      means: (a)
      all
      registration, filing and NASD fees, (b) all reasonable fees and expenses of
      complying with securities or blue sky laws, (c) all word processing, duplicating
      and printing expenses, (d) the fees and disbursements of counsel for the Company
      and of its independent public accountants, including the expenses of any special
      audits or “cold comfort” letters required by or incident to such performance and
      compliance, (e) premiums and other costs of policies of insurance (if any)
      against liabilities arising out of the public offering of the Registrable
      Securities being registered if the Company desires such insurance, if any,
      and
      (f) fees and disbursements of one counsel for the selling holders of Registrable
      Securities; provided
      however,
      that, in
      any case where Registration Expenses are not to be borne by the Company, such
      expenses shall not include (and such expenses shall be borne by the Company):
      (i) salaries of Company personnel or general overhead expenses of the Company,
      (ii) auditing fees, (iii) premiums or other expenses relating to liability
      insurance required by underwriters of the Company, or (iv) other expenses for
      the preparation of financial statements or other data, to the extent that any
      of
      the foregoing either is normally prepared by the Company in the ordinary course
      of its business or would have been incurred by the Company had no public
      offering taken place. Registration Expenses shall not include any underwriting
      discounts and commissions which may be incurred in the sale of any Registrable
      Securities and transfer taxes of the selling holders of Registrable
      Securities.

     


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    8.7 Information
      Provided by Holders.
      Any
      holder of Registrable Securities included in any registration shall furnish
      to
      the Company such information as the Company may reasonably request in writing
      to
      enable the Company to comply with the provisions hereof in connection with
      any
      registration referred to in this Warrant.

     

    8.8 NASD
      Cobradesk Filings.
      In the
      event that a registration statement covering the Registrable Securities is
      filed, within one (1) Business Day of the filing of such registration statement,
      the Company will prepare and file the selling stockholder resale offering
      described in such registration statement for review by the National Association
      of Securities Dealers, Inc. (“NASD”)
      via
      the NASD’s CobraDesk filing system (“CobraDesk
      Filing”)
      for
      the purpose of having the prospectus contained within such registration
      statement treated as a “base prospectus” in connection with such resale
      offering. The Company will use its Reasonable Best Efforts to have the CobraDesk
      Filing approved by the NASD within thirty (30) days of such filing date. The
      Company shall bear all expenses of the CobraDesk Filing, including fees and
      expenses of counsel or other advisors to the Holder. In all circumstances,
      the
      Company shall pay for all NASD filing fees associated with the CobraDesk Filing.
      

    


    8.9 Effectiveness
      Period.
      The
      Company shall use its Reasonable Best Efforts to keep each registration
      statement contemplated hereunder continuously effective under the Securities
      Act
      until the date which is the earlier date of when (i) all Registrable Securities
      covered by such Registration Statement have been sold or (ii) all Registrable
      Securities covered by such Registration Statement may be sold immediately
      without registration under the Securities Act and without volume restrictions
      pursuant to Rule 144(k) under the Securities Act, as determined by the counsel
      to the Company pursuant to a written opinion letter to such effect, addressed
      and reasonably acceptable to the Company’s transfer agent and the affected
      holders of Registrable Securities.

    


    8.10 Net
      Cash Settlement.
      Notwithstanding anything herein to the contrary, in no event will the Holder
      hereof be entitled to receive a net-cash settlement as liquidated damages in
      lieu of physical settlement in shares of Common Stock, regardless of whether
      the
      Common Stock underlying this Warrant is registered pursuant to an effective
      registration statement; provided, however, that the foregoing will not preclude
      the Holder from seeking other remedies at law or equity for breaches by the
      Company of its registration obligations hereunder.

    



    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    9. Restrictions
      on Transfer.

    


    9.1 Restrictive
      Legends.
      This
      Warrant and each Warrant issued upon transfer or in substitution for this
      Warrant pursuant to Section 10 hereof, each certificate for Common Stock issued
      upon the exercise of the Warrant and each certificate issued upon the transfer
      of any such Common Stock shall be transferable only upon satisfaction of the
      conditions specified in this Section 9. Each of the foregoing securities shall
      be stamped or otherwise imprinted with a legend reflecting the restrictions
      on
      transfer set forth herein and any restrictions required under the Securities
      Act
      or other applicable securities laws.

    


    9.2 Notice
      of Proposed Transfer.
      Prior
      to any transfer of any securities which are not registered under an effective
      registration statement under the Securities Act (“Restricted
      Securities”),
      which
      transfer may only occur if there is an exemption from the registration
      provisions of the Securities Act and all other applicable securities laws,
      the
      Holder will give written notice to the Company of the Holder’s intention to
      effect a transfer (and shall describe the manner and circumstances of the
      proposed transfer). The following provisions shall apply to any proposed
      transfer of Restricted Securities:

    


    (i) If
      in the
      opinion of counsel for the Holder reasonably satisfactory to the Company the
      proposed transfer may be effected without registration of the Restricted
      Securities under the Securities Act (which opinion shall state in detail the
      basis of the legal conclusions reached therein), the Holder shall thereupon
      be
      entitled to transfer the Restricted Securities in accordance with the terms
      of
      the notice delivered by the Holder to the Company. Each certificate representing
      the Restricted Securities issued upon or in connection with any transfer shall
      bear the restrictive legends required by Section 9.1 hereof.

    


    (ii) If
      the
      opinion called for in (i) above is not delivered, the Holder shall not be
      entitled to transfer the Restricted Securities until either: (x) receipt by
      the
      Company of a further notice from such Holder pursuant to the foregoing
      provisions of this Section 9.2 and fulfillment of the provisions of clause
      (i)
      above, or (y) such Restricted Securities have been effectively registered under
      the Securities Act.

    


    9.3 Certain
      Other Transfer Restrictions.
      Notwithstanding any other provision of this Section 9: (i) prior to the Exercise
      Date, this Warrant or the Restricted Securities thereunder may only be
      transferred or assigned to the persons permitted under NASD Rule 2710(g), and
      (ii) no opinion of counsel shall be necessary for a transfer of Restricted
      Securities by the holder thereof to any Person employed by or owning equity
      in
      the Holder, if the transferee agrees in writing to be subject to the terms
      hereof to the same extent as if the transferee were the original purchaser
      hereof and such transfer is permitted under applicable securities laws.


    


    9.4
       Termination
      of Restrictions.
      Except
      as set forth in Section 9.3 hereof, the restrictions imposed by this Section
      9
      upon the transferability of Restricted Securities shall cease and terminate
      as
      to any particular Restricted Securities: (a) which shall have been effectively
      registered under the Securities Act, or (b) when, in the opinions of both
      counsel for the holder thereof and counsel for the Company, such restrictions
      are no longer required in order to insure compliance with the Securities Act
      or
      Section 10 hereof. Whenever such restrictions shall cease and terminate as
      to
      any Restricted Securities, the Holder thereof shall be entitled to receive
      from
      the Company, without expense (other than applicable transfer taxes, if any),
      new
      securities of like tenor not bearing the applicable legends required by Section
      9.1 hereof.


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    10.
       Ownership,
      Transfer, Sale and Substitution of Warrant.

    


    10.1 Ownership
      of Warrant.
      The
      Company may treat any Person in whose name this Warrant is registered in the
      Warrant Register maintained pursuant to Section 10.2(b) hereof as the owner
      and
      holder thereof for all purposes, notwithstanding any notice to the contrary,
      except that, if and when any Warrant is properly assigned in blank, the Company
      may (but shall not be obligated to) treat the bearer thereof as the owner of
      such Warrant for all purposes, notwithstanding any notice to the contrary.
      Subject to Sections 9 and 10 hereof, this Warrant, if properly assigned, may
      be
      exercised by a new holder without a new Warrant first having been issued.


    


    10.2 Office;
      Exchange of Warrant.

    


    (a) The
      Company will maintain its principal office at the location identified in the
      prospectus relating to the Offering or at such other offices as set forth in
      the
      Company’s most current filing (as of the date notice is to be given) under the
      Exchange Act or as the Company otherwise notifies the Holder.

    


    (b) The
      Company shall cause to be kept at its office maintained pursuant to Section
      10.2(a) hereof a Warrant Register for the registration and transfer of the
      Warrant. The name and address of the holder of the Warrant, the transfers
      thereof and the name and address of the transferee of the Warrant shall be
      registered in such Warrant Register. The Person in whose name the Warrant shall
      be so registered shall be deemed and treated as the owner and holder thereof
      for
      all purposes of this Warrant, and the Company shall not be affected by any
      notice or knowledge to the contrary.

    


    (c) Upon
      the
      surrender of this Warrant, properly endorsed, for registration of transfer
      or
      for exchange at the office of the Company maintained pursuant to Section 10.2(a)
      hereof, the Company at its expense will (subject to compliance with Section
      9
      hereof, if applicable) execute and deliver to or upon the order of the Holder
      thereof a new Warrant of like tenor, in the name of such holder or as such
      holder (upon payment by such holder of any applicable transfer taxes) may
      direct, calling in the aggregate on the face thereof for the number of shares
      of
      Common Stock called for on the face of the Warrant so surrendered (after giving
      effect to any previous adjustment(s) to the number of Warrant
      Shares).

    


    10.3
       Replacement
      of Warrant.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of any such loss,
      theft or destruction of this Warrant, upon delivery of indemnity reasonably
      satisfactory to the Company in form and amount or, in the case of any
      mutilation, upon surrender of this Warrant for cancellation at the office of
      the
      Company maintained pursuant to Section 10.2(a) hereof, the Company, at its
      expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor
      and dated the date hereof.


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    10.4 Opinions.
      In
      connection with the sale of the Warrant Shares by Holder, the Company agrees
      to
      cooperate with the Holder, and at the Company’s expense, have its counsel
      provide any legal opinions required to remove the restrictive legends from
      the
      Warrant Shares in connection with a sale, transfer or legend removal request
      of
      Holder. 

    


    11.
       No
      Rights or Liabilities as Stockholder.
      No
      Holder shall be entitled to vote or receive dividends or be deemed the holder
      of
      any shares of Common Stock or any other securities of the Company which may
      at
      any time be issuable on the exercise hereof for any purpose, nor shall anything
      contained herein be construed to confer upon the Holder, as such, any of the
      rights of a stockholder of the Company or any right to vote for the election
      of
      directors or upon any matter submitted to stockholders at any meeting thereof,
      or to give or withhold consent to any corporate action (whether upon any
      recapitalization, issuance of stock, reclassification of stock, change of par
      value, consolidation, merger, conveyance, or otherwise) or to receive notice
      of
      meetings, or to receive dividends or subscription rights or otherwise until
      the
      Warrant shall have been exercised and the shares of Common Stock purchasable
      upon the exercise hereof shall have become deliverable, as provided herein.
      The
      Holder will not be entitled to share in the assets of the Company in the event
      of a liquidation, dissolution or the winding up of the Company.

    


    12.
       Notices.
      Any
      notice or other communication in connection with this Warrant shall be given
      in
      writing and directed to the parties hereto as follows: (a) if to the Holder,
      c/o
      Edward Rose, General Counsel, Maxim Group LLC, Fax No: (212) 895-3860; or (b)
      if
      to the Company, to the attention of its Chief Executive Officer at its office
      maintained pursuant to Section 10.2(a) hereof; provided,
      that the
      exercise of the Warrant shall also be effected in the manner provided in Section
      3 hereof. Notices shall be deemed properly delivered and received when delivered
      to the notice party (i) if personally delivered, upon receipt or refusal to
      accept delivery, (ii) if sent via facsimile, upon mechanical confirmation of
      successful transmission thereof generated by the sending telecopy machine,
      (iii)
      if sent by a commercial overnight courier for delivery on the next Business
      Day,
      on the first Business Day after deposit with such courier service, or (iv)
      if
      sent by registered or certified mail, five (5) Business Days after deposit
      thereof in the U.S. mail.

    


    13. Payment
      of Taxes.
      The
      Company will pay all documentary stamp taxes attributable to the issuance of
      shares of Common Stock underlying this Warrant upon exercise of this Warrant;
      provided,
      however,
      that the
      Company shall not be required to pay any tax which may be payable in respect
      of
      any transfer involved in the transfer or registration of this Warrant or any
      certificate for shares of Common Stock underlying this Warrant in a name other
      that of the Holder. The Holder is responsible for all other tax liability that
      may arise as a result of holding or transferring this Warrant or receiving
      shares of Common Stock underlying this Warrant upon exercise
      hereof.

    


    14.
       Miscellaneous.
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of the change, waiver, discharge or termination is sought. This Warrant shall
      be
      construed and enforced in accordance with and governed by the laws of the State
      of New Jersey. The section headings in this Warrant are for purposes of
      convenience only and shall not constitute a part hereof. 

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused this Underwriters’ Warrant to be duly executed as of the date
      first above written.

    


    


    EYETEL
      IMAGING, INC.

    


    


    


    By: 
      ________________________________
Name:
      
Title:
      

    


    


     


    
      
         

      

      
        15

        
          

        

      

      
         

      

    



    EXHIBIT
      A

    FORM
      OF EXERCISE NOTICE

    [To
      be
      executed only upon exercise of Warrant]

    


    To
      EYETEL
      IMAGING, INC.:

    


    The
      undersigned registered holder of the within Warrant hereby irrevocably exercises
      the Warrant pursuant to Section 3.1 of the Warrant with respect to
      ________________________ Warrant Shares, at an exercise price per share of
      $[                ],
      and requests that the certificates for such Warrant Shares be issued, subject
      to
      Sections 9 and 10, in the name of, and delivered to:

    


    ______________________________________

    ______________________________________

    ______________________________________

    ______________________________________

    


    The
      undersigned is hereby making payment for the Warrant Shares in the following
      manner: [check one]

    


    [     ] by
      cash
      in accordance with Section 3.1(b) of the Warrant

    


    [     ] via
      cashless exercise in accordance with Section 3.1(c) of the Warrant in the
      following manner:

    


    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    


    The
      undersigned hereby represents and warrants that it is, and has been since its
      acquisition of the Warrant, the record and beneficial owner of the
      Warrant.

    


    Dated:
      _______________ 

    


    ________________________________________

    Print
      or
      Type Name

    


    ________________________________________

    (Signature
      must conform in all respects to name of holder as specified on the face of
      Warrant)

    


    ________________________________________

    (Street
      Address)

    


    ________________________________________

    (City)                      (State)      (Zip Code)


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

    FORM
      OF ASSIGNMENT

    [To
      be
      executed only upon transfer of Warrant]

    


    For
      value
      received, the undersigned registered holder of the within Warrant hereby sells,
      assigns and transfers unto _____________________ [include name and addresses]
      the rights represented by the Warrant to purchase __________ shares of Common
      Stock of EYETEL IMAGING, INC. to which the Warrant relates, and appoints
      _____________________ Attorney to make such transfer on the books of EYETEL
      IMAGING, INC. maintained for the purpose, with full power of substitution in
      the
      premises.

     

    

      
        	
                Dated:

              	
                ________________________________________

              
	 	
                (Signature
                  must conform in all respects to name of holder as specified on
                  the face of
                  Warrant)

              
	 	 
	 	
                ________________________________________

              
	 	
                (Street
                  Address)

              
	 	 
	 	
                ________________________________________

              
	 	
                (City)        (State)      (Zip Code)

              
	 	 
	
                Signed
                  in the presence of:

              
	 	 
	 	
                ________________________________________

              
	 	
                (Signature
                  of Transferee)

              
	 	 
	 	
                ________________________________________

              
	 	
                (Street
                  Address)

              
	 	 
	 	
                ________________________________________

              
	 	
                (City)        (State)      (Zip Code)

              
	
                Signed
                  in the presence of: