Exhibit
      10.5

     

    OSAGE
      EXPLORATION AND DEVELOPMENT, INC.

     

    FORM
      OF WARRANT

     

    [THE
      FOLLOWING PARAGRAPH SHALL APPEAR ON THE FACE OF EACH WARRANT:]

     

    THE
      SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
      ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS OR AN
      APPLICABLE EXEMPTION THEREFROM. THE SECURITIES MAY BE PLEDGED IN CONNECTION
      WITH
      A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THE SECURITIES.

     

    [THE
      COMPANY SHALL PLACE THE FOLLOWING PARAGRAPH ON THE FACE OF EACH WARRANT HELD
      BY
      OR TRANSFERRED TO AN "AFFILIATE" (AS DEFINED IN RULE 501(B) OF REGULATION D
      UNDER THE SECURITIES ACT) OF THE COMPANY:]

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE
      DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144
      PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
      AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A VALID EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    OSAGE
      EXPLORATION DEVELOPMENT, INC.

     

    WARRANT
      TO PURCHASE COMMON STOCK

     

    
      	Warrant No.: [__]  	
              Number
                of Shares: [_________]

            
	CUSIP No.: 68771L107  	
              (subject
                to adjustment)

            


    

    


    Date
      of
      Issuance: ___________,
      20__

    


    Osage
      Exploration and Development, Inc., a Delaware corporation (the "Company"),
      hereby certifies that, for good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, [__________],
      the
      registered holder hereof or its permitted assigns is entitled, subject to the
      terms and conditions set forth below, to purchase from the Company upon
      surrender of this Warrant (as defined below), at any time or times on or after
      the date hereof, but not after 5:00 p.m., Eastern Time, on the Expiration Date
      (as defined below), [__________]
      fully
      paid nonassessable shares of Common Stock (as defined below) of the Company
      at
      the Exercise Price per share provided in Section 1(c) of this Warrant, subject
      to adjustment as provided below. Capitalized terms used herein but not defined
      shall have the same meanings assigned to them in the Unsecured Convertible
      Note
      Agreement dated as of July ___, 2007, (as such agreement may be amended,
      supplemented and modified from time to time as provided in such agreement,
      the
      "Note Agreement").

     

    The
      Warrant Shares (as defined below) issued upon exercise of this Warrant and
      the
      holder hereof and thereof shall be entitled to all of the rights and privileges
      set forth in the Note Agreement. 

     

    Section
      1.  Definitions. 
      The following terms as used in this Warrant shall have the following
      meanings:

     

    (a) "Business
      Day" means any day other than Saturday, Sunday or other day on which commercial
      banks in the City of New York are required by law or executive order to remain
      closed.

     

    (b) "Common
      Stock" means (i) the common stock, $0.0001 par value per share, of the
      Company, and (ii) any capital stock into which such Common Stock shall have
      been changed or any capital stock resulting from a reclassification of such
      Common Stock.

     

    (c) "Exercise
      Price" shall be equal to $1.25,
      subject
      to further adjustment as hereinafter provided.

     

    (d) "Expiration
      Date" means July [___],
      2010
      or, if such date does not fall on a Business Day or on a Trading Day, then
      the
      next Business Day.

     

    (e) "Person"
      means an individual, a limited liability company, a partnership, a joint
      venture, a corporation, a joint stock company, a trust, an unincorporated
      organization or association and a government or any department or agency
      thereof.

     

    (f) "Principal
      Market" means The
      Over-The-Counter Bulletin Board Pink Sheets (the "OTCBB Pink
      Sheets")""
      or if
      the Common Stock is not traded on the OTCBB Pink Sheets, then the principal
      securities exchange or trading market for the Common Stock.

     

    (h) "Securities
      Act" means the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    (i) "Trading
      Day" shall mean (x) a day on which the Principal Market is open for
      business or (y) if the applicable security is not so listed on a Principal
      Market or admitted for trading or quotation, a Business Day.

     

    (j) "Warrant"
      means this Warrant and the other warrants to purchase shares of Common Stock
      issued pursuant to the Note Agreement and all warrants issued in exchange,
      transfer or replacement thereof.

     

    (k) "Warrant
      Shares" means all shares of Common Stock issuable upon exercise of the Warrants.
      

     

    Section
      2.  Exercise
      of Warrant.

     

    (a) 
      Subject
      to the terms and conditions hereof, including the early termination of this
      Warrant pursuant to Section 3(b) of this Warrant, this Warrant may be
      exercised by the holder hereof then registered on the books of the Company,
      in
      whole or in part, at any time on any Business Day on or after the opening of
      business on the date hereof and prior to 5:00 p.m., Eastern Time, on the
      Expiration Date by (i) delivery of a written notice, in the form of the
      subscription notice attached as Exhibit A hereto or a reasonable facsimile
      thereof (the "Exercise Notice"), to the Company, of such holder’s election to
      exercise all or a portion of this Warrant, which notice shall specify the number
      of Warrant Shares to be purchased, (ii) payment to the Company of an amount
      equal to the Exercise Price multiplied by the number of Warrant Shares as to
      which this Warrant is being exercised (the "Aggregate Exercise Price") in cash
      or delivery of a certified check or bank draft payable to the order of the
      Company or wire transfer of immediately available funds and (iii) the
      surrender of this Warrant to a common carrier for overnight delivery to the
      Company as soon as practicable following such date (or
      an
      indemnification undertaking or other form of security reasonably satisfactory
      to
      the Company with respect to this Warrant in the case of its loss, theft or
      destruction, or
      an
      affidavit of lost Warrant, in accordance with Section 11); provided, however,
      that if such Warrant Shares are to be issued in any name other than that of
      the
      registered holder of this Warrant, such issuance shall be deemed a transfer
      and
      the provisions of Section 8 of this Warrant shall be applicable. In the
      event of any exercise of the rights represented by this Warrant in compliance
      with this Section 2(a), the Company shall use its best efforts on or before
      the third Business Day,
      but in
      no event later than the fifth Business Day (the "Warrant Share Delivery
      Date")
      following the date of receipt by the Company of the Exercise Notice, the
      Aggregate Exercise Price and this Warrant (or
      an
      indemnification undertaking or other form of security reasonably satisfactory
      to
      the Company with respect to this Warrant in the case of its loss, theft or
      destruction, or
      an
      affidavit of lost Warrant, in accordance with Section 11) (the
      "Exercise Delivery Documents"), (A) in the case of a public resale of such
      Warrant Shares, at the holder’s request, to credit such aggregate number of
      shares of Common Stock to which the holder shall be entitled to the holder’s or
      its designee’s balance account with The Depository Trust Company ("DTC") through
      its Deposit Withdrawal Agent Commission system or (B) to issue and deliver
      to the address as specified in the Exercise Notice, a certificate or
      certificates in such denominations as may be requested by the holder in the
      Exercise Notice, registered in the name of the holder or its designee, for
      the
      number of shares of Common Stock to which the holder shall be entitled upon
      such
      exercise. Upon delivery of the Exercise Delivery Documents, the holder of this
      Warrant shall be deemed for all corporate purposes to have become the holder
      of
      record of the Warrant Shares with respect to which this Warrant has been
      exercised, irrespective of the date of delivery of
      this
      Warrant as required by clause (iii) above or
      the
      certificates evidencing such Warrant Shares. In the case of a dispute as to
      the
      determination of the Exercise Price or the arithmetic calculation of the number
      of Warrant Shares, the Company shall promptly issue to the holder the number
      of
      shares of Common Stock that is not disputed and shall submit the disputed
      determination or arithmetic calculation to the holder via facsimile within
      two
      (2) Business Days after receipt of the holder’s Exercise Notice. If the holder
      and the Company are unable to agree upon the determination of the Exercise
      Price
      or arithmetic calculation of the number of Warrant Shares within two (2)
      Business Days of such disputed determination or arithmetic calculation being
      submitted to the holder, then the Company shall immediately submit via facsimile
      (i) the disputed determination of the Exercise Price or the Closing Price
      (as defined in Section 9(f) of this Warrant) to an independent, reputable
      investment banking firm selected jointly by the Company and the holder or
      (ii) the disputed arithmetic calculation of the number of Warrant Shares to
      its independent, outside auditor. The Company shall cause the investment banking
      firm or the outside auditor, as the case may be, to perform the determination
      or
      calculation and notify the Company and the holder of the results no later than
      ten (10) Business Days from the time it receives the disputed determination
      or
      calculation. Such investment banking firm’s or outside auditor’s determination
      or calculation, as the case may be, shall be deemed conclusive absent manifest
      error. All fees and expenses of such determinations shall be borne solely by
      the
      Company.

     

    
      
         

      

      
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    (b) Unless
      the rights represented by this Warrant shall have expired or shall have been
      fully exercised, the Company shall, as soon as practicable but in no event
      later
      than five (5) Business Days after any exercise (the
      "Warrant Delivery Date") and
      at
      its own expense, issue a new Warrant identical in all respects to this Warrant
      exercised except it shall represent rights to purchase the number of Warrant
      Shares purchasable immediately prior to such exercise under this Warrant, less
      the number of Warrant Shares with respect to which this Warrant is
      exercised.

     

    (c) Notwithstanding
      anything contained in this Warrant to the contrary, the Company shall not be
      required to issue fractions of shares of Common Stock upon exercise of this
      Warrant or to distribute certificates which evidence such fractional shares.
      If
      more than one Warrant shall be presented for exercise in full at the same time
      by the same holder, the number of full shares of Common Stock which shall be
      issuable upon the exercise thereof shall be computed on the basis of the
      aggregate number of shares of Common Stock purchasable on exercise of all
      Warrants so presented. In lieu of any fractional shares, there shall be paid
      to
      the holder an amount of cash equal to the same fraction of the current market
      value of a share of Common Stock. For purposes of this Section 2(c) of
      this Warrant, the current market value of a share of Common Stock shall be
      the
      Closing Price of a share of Common Stock for the Trading Day immediately prior
      to the date of such exercise or if not listed on a Principal Market, then as
      determined in good faith by a majority of the Company’s Board of Directors,
      whose determination shall be final, binding and conclusive.

     

    (d) If
      the
      Company shall fail for any reason or for no reason (except in the case of a
      dispute as to the Exercise Price or the Closing Price which is being resolved
      in
      accordance with Section 2(a) of this Warrant) to issue to the holder within
      five
      (5) Business Days of receipt of the Exercise Delivery Documents, a certificate
      for the number of shares of Common Stock to which the holder is entitled or
      to
      credit the holder’s or its designee’s balance account with DTC, in accordance
      with Section 2 of this Warrant, for such number of shares of Common Stock
      to which the holder is entitled upon the holder’s exercise of this Warrant or a
      new Warrant for the number of shares of Common Stock to which such holder is
      entitled pursuant to Section 2(b) of this Warrant, the Company shall,
      in addition to any other remedies under this Warrant or otherwise available
      to
      such holder, pay as additional damages in cash to such holder on each day after
      the Warrant
      Share Delivery Date if such exercise is not timely effected and/or each day
      after the Warrant Delivery Date if such Warrant is not delivered,
      as the
      case may be, an amount equal to one-half percent (0.5%) per month multiplied
      by
      the product of (I) the sum of the number of shares of Common Stock not
      issued to the holder on or prior to the Warrant Share Delivery Date and to
      which
      such holder is entitled and, in the event the Company has failed to deliver
      a
      Warrant to the holder on or prior to the Warrant Delivery Date and to which
      such
      holder is entitled, the number of shares of Common Stock issuable upon exercise
      of the Warrant as of the Warrant Delivery Date and (II) the Closing Price
      of the Common Stock on the Warrant
      Share Delivery Date, in the case of failure to deliver Common Stock, or on
      the
      Warrant Delivery Date, in the case of failure to deliver a Warrant,
      provided that if the Common Stock is not listed on a Principal Market, then
      the
      Closing Price shall be as determined in good faith by a majority of the
      Company’s Board of Directors, whose determination shall be final, binding and
      conclusive.

     

    Section
      3.  Date;
      Duration; Early Termination of Warrants.
      

     

    (a) The
      date
      of this Warrant is July
      ___,
      2007
      (the
      "Warrant Date"). This Warrant, in all events, shall be wholly void and of no
      effect at 5:00 pm, Eastern Time, on the Expiration Date or the Termination
      Date
      (as defined below), if applicable, as the case may be, except that
      notwithstanding any other provisions hereof, the provisions of
      Section 8(c) of this Warrant shall continue in full force and effect
      after such date as to any Warrant Shares or other securities issued upon the
      exercise of this Warrant.

     

    (b) If
      at any
      time after the Warrant Date (1) the Closing Price per share of the Common
      Stock has exceeded two hundred percent (200%) of the Exercise Price then in
      effect for any fifteen (15) Trading Days within a period of twenty (20)
      consecutive Trading Days (the "Determination Period") and (2) a
      registration statement covering resales of the Common Stock issuable upon
      exercise of the Warrants is effective and available for use at all times during
      the period beginning thirty (30) days prior to
      the
      Notice Date (as defined below)
      and
      ending on the Termination Date, and is expected to
      remain
      effective and available for
      use
      until at least thirty (30) days following the Termination Date,
      then
      the Company may, at its option, terminate the Warrants.
      By
      following the procedures set forth below, the Company may exercise this right
      of
      termination only if, within ten (10) days following the Determination Period,
      the Company shall mail or cause to be mailed a notice of such termination (the
      "Termination Notice," and the date such Termination Notice is mailed, the
      "Notice Date") to the holder of the Warrant at the address set forth for such
      holder in Section 12 of this Warrant. Such notice shall be irrevocable. The
      Company shall mail the Termination Notice by first class mail and
      contemporaneously issue a press release through PRNewswire or Bloomberg
      Financial Markets containing substantially the same information as the
      Termination Notice described below. Each Termination Notice shall specify the
      CUSIP number of the Warrant, the Termination Date, that the Warrants may not
      be
      exercised after 5:00 p.m., Eastern Time, on the Termination Date and the current
      Exercise Price. 


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    If
      all of
      the conditions described in the preceding paragraph have been met, any Warrant
      not exercised before the close of business on the forty-fifth (45th) day after
      the mailing date of the Termination Notice (such forty-fifth (45th) day, the
      "Termination Date") shall automatically be deemed cancelled. 

     

    Section
      4.  Covenants
      as to Common Stock.
      The
      Company hereby covenants and agrees as follows:

     

    (a) Issuance
      of Warrants and Warrant Shares.
      This
      Warrant is, and any Warrants issued in substitution for or replacement of this
      Warrant will, upon issuance, be, validly issued, fully paid and non-assessable
      and free from all taxes, liens and charges with respect to the issuance thereof,
      and shall not be subject to preemptive rights or other similar rights of
      shareholders of the Company. All Warrant Shares which may be issued upon the
      exercise of the rights represented by this Warrant will, upon issuance and
      payment hereof, be validly issued, fully paid and nonassessable and free from
      all taxes, liens and charges created by or through the Company with respect
      to
      the issue thereof, with the holders being entitled to all rights accorded to
      a
      holder of Common Stock.

     

    (b) Reservation
      of Shares.
      During
      the period within which the rights represented by this Warrant may be exercised,
      the Company will take all actions reasonably necessary to at all times have
      authorized, and reserved for the purpose of issuance, no less than one hundred
      ten percent (110%) of the number of shares of Common Stock needed to provide
      for
      the issuance of the Warrant Shares upon exercise of all of the Warrants without
      regard to any limitations on conversions or exercise.

     

    (c) Listing.
      The
      Company shall promptly use reasonable efforts to secure the listing of the
      shares of Common Stock issuable upon exercise of this Warrant upon the Principal
      Market (as defined in the Securities Purchase Agreement) upon which shares
      of
      Common Stock are then listed (subject to official notice of issuance upon
      exercise of this Warrant) and shall use reasonable efforts to maintain, so
      long
      as any other shares of Common Stock shall be so listed, such listing of all
      shares of Common Stock issuable from time to time upon the exercise of this
      Warrant; and the Company shall use reasonable efforts to list on the Principal
      Market and shall use reasonable efforts to maintain such listing of, any other
      shares of capital stock of the Company issuable upon the exercise of this
      Warrant if and so long as any shares of the same class shall be listed on such
      Principal Market. The Company shall pay all fees and expenses in connection
      with
      satisfying its obligations under this Section 4(c). 

     

    (d) Certain
      Actions.
      The
      Company will not, by amendment of its Articles 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 to be observed or performed by
      it
      hereunder. Without limiting the generality of the foregoing, the Company
      (i) will not increase the par value of any shares of Common Stock issuable
      upon the exercise of this Warrant above the Exercise Price then in effect,
      (ii) will take all such actions as may be reasonably 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) will not take any action which results in any adjustment of the
      Exercise Price if the total number of shares of Common Stock issuable after
      the
      action upon the exercise of all of the Warrants would exceed the total number
      of
      shares of Common Stock then authorized by the Company’s Articles of
      Incorporation and available for the purpose of issue upon such
      exercise.

     

    (e) Obligations
      Binding on Successors.
      This
      Warrant will be binding upon any entity succeeding to the Company in one or
      a
      series of transactions by merger, consolidation or acquisition of all or
      substantially all of the Company’s assets or other similar
      transactions.

    
      
         

      

      
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    Section
      5.  Taxes.

     

    (a) The
      Company shall pay any and all documentary, stamp, transfer and other similar
      taxes which may be payable with respect to the issuance and delivery of Warrant
      Shares upon exercise of this Warrant.

     

    (b) Notwithstanding
      any other provision of this Warrant or any other Transaction Document, for
      income tax purposes, any assignee or transferee shall agree that the Company
      and
      the Company's Transfer Agent shall be permitted to withhold from any amounts
      payable to such assignee or transferee any taxes required by law to be withheld
      from such amounts. Unless exempt from the obligation to do so, each assignee
      or
      transferee shall execute and deliver to the Company or the Transfer Agent,
      as
      applicable, a properly completed Form W-8 or W-9, indicating that such assignee
      or transferee is not subject to back-up withholding for United States Federal
      income tax purposes. Each assignee or transferee that does not deliver such
      a
      form pursuant to the preceding sentence shall have the burden of proving to
      the
      Company’s reasonable satisfaction that it is exempt from such
      requirement.

     

    Section
      6.  Warrant
      Holder Not Deemed a Shareholder.
      Except
      as otherwise specifically provided herein, prior to the exercise of the Warrants
      represented hereby, the holder of this Warrant shall not be entitled, as such,
      to any rights of a shareholder of the Company, including, without limitation,
      the right to vote or to consent to any action of the shareholders of the
      Company, to receive dividends or other distributions, to exercise any preemptive
      right or to receive dividends or other distributions, to exercise any preemptive
      right or to receive any notice of meetings of shareholders of the Company,
      and
      shall not be entitled to receive any notice of any proceedings of the Company.
      In addition, nothing contained in this Warrant shall be construed as imposing
      any liabilities on such holder to purchase any securities (upon exercise of
      this
      Warrant or otherwise) or as a shareholder of the Company, whether such
      liabilities are asserted by the Company or by creditors of the
      Company.

     

    Section
      7.  Compliance
      with Securities Laws.
      

     

    (a) The
      holder of this Warrant, by the acceptance hereof, represents and warrants that
      (i) it is acquiring this Warrant and (ii) upon exercise of this
      Warrant will acquire the Warrant Shares then issuable upon exercise thereof
      for
      its own account for investment only and not with a view towards, or for resale
      in connection with, the public sale or distribution thereof, except pursuant
      to
      sales registered or exempted from registration under the Securities Act;
      provided, however, that by making the representations herein, the holder does
      not agree to hold this Warrant or any of the Warrant Shares for any minimum
      or
      other specific term and reserves the right to dispose of this Warrant and the
      Warrant Shares at any time in accordance with or pursuant to a registration
      statement or an exemption under the Securities Act. The holder of this Warrant
      further represents, by acceptance hereof, that, as of this date, such holder
      is
      an "accredited investor" as such term is defined in Rule 501(a) of
      Regulation D promulgated by the Securities and Exchange Commission under the
      Securities Act and was not organized for the specific purpose of acquiring
      the
      Warrants or Warrant Shares.

     

    (b) This
      Warrant and all the Warrant Shares issued upon exercise hereof shall be stamped
      or imprinted with a legend in substantially the following form (in addition
      to
      any legend required by state securities laws or any securities exchange upon
      which such Warrant Shares may, at the time of such exercise, be listed) on
      the
      face thereof unless at the time of exercise such Warrant Shares shall be
      registered under the Securities Act:

     

    THE
      SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE
      SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
      OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
      SECURITIES UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR
      AN
      EXEMPTION THEREFROM. THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
      FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THE SECURITIES.

    


    
      
         

      

      
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    In
      addition, any Warrants or Warrant Shares held by or transferred to an
      "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities
      Act) of the Company shall be stamped or imprinted with a legend substantially
      in
      the following form:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE
      DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144
      PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
      AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A VALID EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT.

    


    The
      legends set forth above shall be removed and the Company shall
      direct the Agent (in
      the
      case of Warrants) to
      issue
      a new
      Warrant or Warrant(s) of like tenor and exercisable
      for the same number of Warrant Shares, or
      the
      Transfer Agent (in the case of Warrant Shares) to issue a certificate or
      certificates representing Warrant Shares, as appropriate, without such legends
      to the holder of the Warrant(s) or Warrant Shares upon which they are stamped,
      (i) if such Warrant(s) or Warrant Shares are registered for resale under
      the Securities Act and are transferred or sold pursuant to such registration,
      (ii) if, pursuant to a sale transaction, such holder provides the Company
      with an opinion of counsel reasonably acceptable to the Company to the effect
      that a public sale, assignment or transfer of the Warrant(s) or Warrant Shares
      may be made without registration under the Securities Act, or
      (iii) if
      the
      holder of the Securities has not been an "affiliate" (as defined in Rule 501(b)
      of Regulation D under the Securities Act) during the preceding three (3)
      months, upon
      expiration of the two- (2) year period under Rule 144(k) promulgated under
      the Securities Act (or any successor rule). In the event Rule 144(k) (or
      any successor rule) is amended to change the two- (2) year or three- (3) month
      periods, the reference(s) in the preceding sentence shall be deemed to be a
      reference to such changed period(s), provided that such change shall not become
      effective if it is otherwise prohibited by, or would otherwise cause a violation
      of, the then applicable federal securities laws. The
      Company shall not require such opinion of counsel for the sale of Warrant(s)
      or
      Warrant Shares in accordance with Rule 144 of the Securities Act, provided
      the
      seller provides such representations that the Company shall reasonably request
      confirming compliance with the requirements of Rule 144.

     

    Section
      8.  Ownership
      and Transfer.

     

    (a) The
      Company shall maintain at its principal corporate office (or such office or
      agency of the Company as the Company may designate by notice to the holder
      hereof), a register for this Warrant (the "Warrant Register"), in which the
      Company shall record the name and address of the Person in whose name this
      Warrant has been issued, as well as the name and address of each transferee.
      The
      Company may treat the Person in whose name any Warrant is registered on the
      Warrant Register as the owner and holder thereof for all purposes,
      notwithstanding any notice to the contrary, but in all events recognizing any
      transfers made in accordance with the terms of this Warrant.

     

    (b) This
      Warrant and all rights hereunder shall be assignable and transferable by the
      holder hereof without the consent of the Company upon surrender of this Warrant
      with a properly executed assignment (in the form of Exhibit B attached
      hereto) at the principal corporate trust office of the Company (or such office
      or agency of the Company as the Company may designate in writing to the holder
      hereof). 

     

    Section
      9.  Adjustment
      of Exercise Price and Number of Shares Issuable.
      The
      Exercise Price, the number of Warrant Shares issuable upon the exercise of
      each
      Warrant and the number of Warrants outstanding are subject to adjustment from
      time to time upon the occurrence of the events enumerated in this
      Section 9.

     

    (a) In
      case
      the Company shall hereafter pay a dividend in shares of Common Stock, or make
      a
      distribution of shares of Common Stock, to all holders of the outstanding Common
      Stock, the Exercise Price in effect at the opening of business on the date
      following the date fixed for the determination of shareholders entitled to
      receive such dividend or other distribution shall be reduced by multiplying
      such
      Exercise Price by a fraction of which (i) the numerator shall be the number
      of shares of Common Stock outstanding at the close of business on the Record
      Date (as defined in Section 9(f) of this Warrant) fixed for such
      determination and (ii) the denominator shall be the sum of such number of
      shares and the total number of shares constituting such dividend or other
      distribution, such reduction in the Exercise Price to become effective
      immediately after the opening of business on the day following the Record Date.
      If any dividend or distribution of the type described in this
      Section 9(a) of this Warrant is declared but not so paid or made, the
      Exercise Price shall again be adjusted to the Exercise Price which would then
      be
      in effect if such dividend or distribution had not been declared.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    (b) In
      case
      the outstanding shares of Common Stock shall be subdivided into a greater number
      of shares of Common Stock, the Exercise Price in effect at the opening of
      business on the day following the day upon which such subdivision becomes
      effective shall be proportionately reduced, and conversely, in case outstanding
      shares of Common Stock shall be combined into a smaller number of shares of
      Common Stock, the Exercise Price in effect at the opening of business on the
      day
      following the day upon which such combination becomes effective shall be
      proportionately increased, such reduction or increase, as the case may be,
      to
      become effective immediately after the opening of business on the day following
      the day upon which such subdivision or combination becomes effective.


     

    (c) In
      case
      the Company shall issue rights or warrants to all holders of its outstanding
      shares of Common Stock entitling them to subscribe for or purchase shares of
      Common Stock at a price per share less than the Current Market Price (as defined
      in Section 9(f) of this Warrant) on the Record Date fixed for the
      determination of shareholders entitled to receive such rights or warrants,
      the
      Exercise Price shall be adjusted so that the same shall equal the price
      determined by multiplying the Exercise Price in effect at the opening of
      business on the date after such Record Date by a fraction (i) the numerator
      of which shall be the sum of the number of shares of Common Stock outstanding
      at
      the close of business on the Record Date plus the number of shares that the
      aggregate offering price of the total number of shares so offered for
      subscription or purchase would purchase at such Current Market Price and
      (ii) the denominator of which shall be the sum of the number of shares of
      Common Stock outstanding at the close of business on the Record Date plus the
      total number of additional shares of Common Stock so offered for subscription
      or
      purchase. Such adjustment shall become effective immediately after the opening
      of business on the day following the Record Date fixed for determination of
      shareholders entitled to receive such rights or warrants. To the extent that
      shares of Common Stock are not delivered pursuant to such rights or warrants,
      upon the expiration or termination of such rights or warrants, the Exercise
      Price shall be readjusted to the Exercise Price that would then be in effect
      had
      the adjustments made upon the issuance of such rights or warrants been made
      on
      the basis of delivery of only the number of shares of Common Stock actually
      delivered. In the event that such rights or warrants are not so issued, the
      Exercise Price shall again be adjusted to be the Exercise Price that would
      then
      be in effect if such date fixed for the determination of shareholders entitled
      to receive such rights or warrants had not been fixed. In determining whether
      any rights or warrants entitle the holders to subscribe for or purchase shares
      of Common Stock at less than the Current Market Price, and in determining the
      aggregate offering price of such shares of Common Stock, there shall be taken
      into account any consideration received for such rights or warrants, the value
      of such consideration, if other than cash, to be determined in good faith by
      the
      Company’s Board of Directors. 

     

    (d) In
      case
      the Company shall, by dividend or otherwise, distribute to all holders of its
      Common Stock shares of any class of capital stock of the Company (other than
      any
      dividends or distributions to which Section 9(a) of this Warrant
      applies) or evidences of its indebtedness or other assets (including securities,
      but excluding (1) any rights or warrants referred to in
      Section 9(c) of this Warrant and (2) dividends and distributions
      paid exclusively in cash (except as set forth in Sections 9(e) and 9(f) of
      this Warrant (the foregoing hereinafter in this Section 9(d) called the
      "Securities")), unless the Company elects to reserve such Securities for
      distribution to the holders upon exercise of the Warrants so that any such
      holder converting Warrants will receive upon such exercise, in addition to
      the
      shares of Common Stock to which such holder is entitled, the amount and kind
      of
      such Securities which such holder would have received if such holder had
      exercised its Warrants into Common Stock immediately prior to the Record Date
      for such distribution of the Securities, then, in each such case, the Exercise
      Price shall be reduced so that the same shall be equal to the price determined
      by multiplying the Exercise Price in effect immediately prior to the close
      of
      business on the Record Date with respect to such distribution by a fraction
      (i)
      the numerator of which shall be the Current Market Price (as defined in
      Section 9(f) of this Warrant) on such date less the fair market value (as
      determined in good faith by the Company’s Board of Directors, whose
      determination shall be conclusive) on such date of the portion of the Securities
      so distributed applicable to one share of Common Stock and (ii) the denominator
      of which shall be such Current Market Price, such reduction to become effective
      immediately prior to the opening of business on the day following the Record
      Date; provided, however, that in the event the then fair market value (as
      determined in good faith by the Company’s Board of Directors, whose
      determination shall be conclusive) of the portion of the Securities so
      distributed applicable to one share of Common Stock is equal to or greater
      than
      the Current Market Price on the Record Date, in lieu of the foregoing
      adjustment, adequate provision shall be made so that each holder shall have
      the
      right to receive upon conversion of a Warrant (or any portion thereof) the
      amount of Securities such holder would have received had such holder converted
      such Warrant (or portion thereof) immediately prior to such Record Date.



    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    In
      the
      event that such dividend or distribution is not so paid or made, the Exercise
      Price shall again be adjusted to be the Exercise Price which would then be
      in
      effect if such dividend or distribution had not been declared. If the Company’s
      Board of Directors determines the fair market value of any distribution for
      purposes of this Section 9(d) by reference to the actual or when issued
      trading market for any securities comprising all or part of such distribution,
      it must in doing so consider the prices in such market over the same period
      (the
      "Reference Period") used in computing the Current Market Price pursuant to
      Section 9(f) of this Warrant to the extent possible, unless the Company’s
      Board of Directors determines in good faith that determining the fair market
      value during the Reference Period would not be in the best interest of the
      holders.

    


    In
      the
      event that the Company implements a new shareholder rights plan, such rights
      plan shall provide that upon exercise of the Warrants the holders will receive,
      in addition to the Common Stock issuable upon such exercise, the rights issued
      under such rights plan (as if the holder had exercised the Warrant prior to
      implementing the rights plan and notwithstanding the occurrence of an event
      causing such rights to separate from the Common Stock at or prior to the time
      of
      exercise). Any distribution of rights or warrants pursuant to a shareholder
      rights plan complying with the requirements set forth in the immediately
      preceding sentence of this paragraph shall not constitute a distribution of
      rights or warrants for the purposes of this Section 9(d).

    


    Rights
      or
      warrants distributed by the Company to all holders of Common Stock entitling
      the
      holders thereof to subscribe for or purchase shares of the Company’s capital
      stock (either initially or under certain circumstances), which rights or
      warrants, until the occurrence of a specified event or events ("Trigger Event"),
      (i) are deemed to be transferred with such shares of Common Stock,
      (ii) are not exercisable, and (iii) are also issued in respect of
      future issuances of Common Stock, shall be deemed not to have been distributed
      for purposes of this Section 9(d) (and no adjustment to the Exercise Price
      under this Section 9(d) will be required) until the occurrence of the
      earliest Trigger Event. If such right or warrant is subject to subsequent
      events, upon the occurrence of which such right or warrant shall become
      exercisable to purchase different securities, evidences of indebtedness or
      other
      assets or entitle the holder to purchase a different number or amount of the
      foregoing or to purchase any of the foregoing at a different purchase price,
      then the occurrence of each such event shall be deemed to be the date of
      issuance and record date with respect to a new right or warrant (and a
      termination or expiration of the existing right or warrant without exercise
      by
      the holder thereof). In addition, in the event of any distribution (or deemed
      distribution) of rights or warrants, or any Trigger Event or other event (of
      the
      type described in the preceding sentence) with respect thereto, that resulted
      in
      an adjustment to the Exercise Price under this Section 9(d), (1) in
      the case of any such rights or warrants that shall all have been redeemed or
      repurchased without exercise by any holders thereof, the Exercise Price shall
      be
      readjusted upon such final redemption or repurchase to give effect to such
      distribution or Trigger Event, as the case may be, as though it were a cash
      distribution, equal to the per share redemption or repurchase price received
      by
      a holder of Common Stock with respect to such rights or warrants (assuming
      such
      holder had retained such rights or warrants), made to all holders of Common
      Stock as of the date of such redemption or repurchase, and (2) in the case
      of such rights or warrants all of which shall have expired or been terminated
      without exercise, the Exercise Price shall be readjusted as if such rights
      and
      warrants had never been issued.

    


    For
      purposes of this Section 9(d) and Sections 9(a) and (c) of this
      Warrant, any dividend or distribution to which this Section 9(d) is
      applicable that also includes shares of Common Stock, or rights or warrants
      to
      subscribe for or purchase shares of Common Stock to which Section 9(a) or
      (c) of this Warrant applies (or both), shall be deemed instead to be (1) a
      dividend or distribution of the evidences of indebtedness, assets, shares of
      capital stock, rights or warrants other than such shares of Common Stock or
      rights or warrants to which Section 9(c) of this Warrant applies (and
      any Exercise Price reduction required by this Section 9(e) with respect to
      such dividend or distribution shall then be made) immediately followed by (2)
      a
      dividend or distribution of such shares of Common Stock or such rights or
      warrants (and any further Exercise Price reduction required by Sections
      9(a) and (c) of this Warrant with respect to such dividend or
      distribution shall then be made), except (A) the Record Date of such
      dividend or distribution shall be substituted as "the date fixed for the
      determination of shareholders entitled to receive such dividend or other
      distribution," "Record Date fixed for such determination" and "Record Date"
      within the meaning of Section 9(a) of this Warrant and as "the date
      fixed for the determination of shareholders entitled to receive such rights
      or
      warrants," "the Record Date fixed for the determination of the shareholders
      entitled to receive such rights or warrants" and "such Record Date" within
      the
      meaning of Section 9(c) of this Warrant and (B) any shares of
      Common Stock included in such dividend or distribution shall not be deemed
      "outstanding at the close of business on the date fixed for such determination"
      within the meaning of Section 9(a) of this Warrant.

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

    (e) Subject
      to the provisions of Section 9(i), in case the Company shall, by dividend or
      otherwise, distribute to all holders of its Common Stock cash (excluding any
      cash that is distributed upon a merger or consolidation to which Section 10
      of this Warrant applies or as part of a distribution referred to in
      Section 9(d) of this Warrant), the Exercise Price shall be reduced so that
      the same shall equal the price determined by multiplying the Exercise Price
      in
      effect immediately prior to the close of business on the Record Date with
      respect to such distribution by a fraction (i) the numerator of which shall
      be equal to the Current Market Price on the Record Date less an amount equal
      to
      the quotient of (x) the
      amount of such cash distributed
      to all
      holders of its Common Stock,
      and (y)
      the number of shares of Common Stock outstanding on the Record Date and
      (ii) the denominator of which shall be equal to the Current Market Price on
      such date; provided, however, that in the event the portion of the cash so
      distributed applicable to one share of Common Stock is equal to or greater
      than
      the Current Market Price of the Common Stock on the Record Date, in lieu of
      the
      foregoing adjustment, adequate provision shall be made so that each holder
      shall
      have the right to receive upon exercise of a Warrant (or any portion thereof)
      the amount of cash such holder would have received had such holder exercised
      such Warrant (or portion thereof) immediately prior to such Record Date. In
      the
      event that such dividend or distribution is not so paid or made, the Exercise
      Price shall again be adjusted to be the Exercise Price that would then be in
      effect if such dividend or distribution had not been declared.

     

    (f) For
      purposes of this Section 9, the following terms shall have the meanings
      indicated: 

     

    (1) "Closing
      Price" with respect to any securities on any day shall mean the closing sale
      price regular way on such day or, in case no such sale takes place on such
      day,
      the average of the reported closing bid and asked prices, regular way, in each
      case on the Principal Market.

     

    (2) "Current
      Market Price" shall mean the average of the daily Closing Prices per share
      of
      Common Stock for the ten (10) consecutive Trading Days immediately prior to
      the
      date in question; provided, however, that (1) if the "ex" date (as
      hereinafter defined) for any event (other than the issuance or distribution
      requiring such computation) that requires an adjustment to the Exercise Price
      pursuant to Section 9(a), (b), (c), (d) or (e) of this Warrant occurs
      during such ten (10) consecutive Trading Days, the Closing Price for each
      Trading Day prior to the "ex" date for such other event shall be adjusted by
      multiplying such Closing Price by the same fraction by which the Exercise Price
      is so required to be adjusted as a result of such other event, (2) if the
      "ex" date for any event (other than the issuance or distribution requiring
      such
      computation) that requires an adjustment to the Exercise Price pursuant to
      Section 9(a), (b), (c), (d) or (e) of this Warrant occurs on or after the
      "ex" date for the issuance or distribution requiring such computation and prior
      to the day in question, the Closing Price for each Trading Day on and after
      the
      "ex" date for such other event shall be adjusted by multiplying such Closing
      Price by the reciprocal of the fraction by which the Exercise Price is so
      required to be adjusted as a result of such other event, and (3) if the
      "ex" date for the issuance or distribution requiring such computation is prior
      to the day in question, after taking into account any adjustment required
      pursuant to clause (1) or (2) of this proviso, the Closing Price for each
      Trading Day on or after such "ex" date shall be adjusted by adding thereto
      the
      amount of any cash and the fair market value (as determined in good faith by
      the
      Company’s Board of Directors in a manner consistent with any determination of
      such value for purposes of Section 9(d) of this Warrant, whose
      determination shall be conclusive) of the evidences of indebtedness, shares
      of
      capital stock or assets being distributed applicable to one share of Common
      Stock as of the close of business on the day before such "ex" date. For purposes
      of this paragraph, the term "ex" date, (1) when used with respect to any
      issuance or distribution, means the first date on which the Common Stock trades
      regular way on the relevant exchange or in the relevant market from which the
      Closing Price was obtained without the right to receive such issuance or
      distribution and (2) when used with respect to any subdivision or
      combination of shares of Common Stock, means the first date on which the Common
      Stock trades regular way on such exchange or in such market after the time
      at
      which such subdivision or combination becomes effective. Notwithstanding the
      foregoing, whenever successive adjustments to the Exercise Price are called
      for
      pursuant to this Section 9, such adjustments shall be made to the Current
      Market Price as may be necessary or appropriate to effectuate the intent of
      this
      Section 9 and to avoid unjust or inequitable results as determined in good
      faith by the Company's Board of Directors.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    (3) "fair
      market value" shall mean the amount which a willing buyer would pay a willing
      seller in an arm’s length transaction.

     

    (4) "Record
      Date" shall mean, with respect to any dividend, distribution or other
      transaction or event in which the holders of Common Stock have the right to
      receive any cash, securities or other property or in which the Common Stock
      (or
      other applicable security) is exchanged for or converted into any combination
      of
      cash, securities or other property, the date fixed for determination of
      shareholders entitled to receive such cash, securities or other property
      (whether such date is fixed by the Company's Board of Directors or by statute,
      contract or otherwise).

     

    (g) The
      Company may make such reductions in the Exercise Price, in addition to those
      required by Section 9(a), (b), (c), (d) or (e) of this Warrant, as the Company's
      Board of Directors considers to be advisable to avoid or diminish any income
      tax
      to holders of Common Stock or rights to purchase Common Stock resulting from
      any
      dividend or distribution of stock (or rights to acquire stock) or from any
      event
      treated as such for income tax purposes. 

     

    (h) To
      the
      extent permitted by applicable law, the Company from time to time may reduce
      the
      Exercise Price by any amount for any period of time if the period is at least
      twenty (20) days, the reduction is irrevocable during such period and the
      Company's Board of Directors shall have made a determination that such reduction
      would be in the best interests of the Company, which determination shall be
      conclusive and described in a Board Resolution. Whenever the Exercise Price
      is
      reduced pursuant to the preceding sentence, the Company shall mail or cause
      to
      be mailed to the holder of each Warrant at his last address in the Warrant
      Register a notice of the reduction at least five (5) days prior to the date
      the
      reduced Exercise Price is to take effect, and such notice shall state the
      reduced Exercise Price and the period during which it will be in
      effect.

     

    (i) No
      adjustment in the Exercise Price shall be required under this Section 9
      unless such adjustment would require an increase or decrease of at least one
      percent (1%) in the Exercise Price; provided, however, that any adjustments
      which by reason of this Section 9(i) are not required to be made shall
      be carried forward and taken into account in any subsequent adjustment. All
      calculations under this Section 9 shall be made by the Company and shall be
      made to the nearest cent or to the nearest one hundredth of a share, as the
      case
      may be. No adjustment need be made for a change in the par value of the Common
      Stock.

     

    (j) Notice
      to Holders of Warrants Prior to Certain Actions.
      In
      case:

     

    (1) the
      Company shall declare a dividend (or any other distribution) on its Common
      Stock
      that would require an adjustment in the Exercise Price pursuant to this
      Section 9; or

     

    (2) the
      Company shall authorize the granting to the holders of its Common Stock of
      rights or warrants to subscribe for or purchase any share of any class or any
      other rights or warrants; or

     

    (3) of
      any
      reclassification of the Common Stock of the Company (other than a subdivision
      or
      combination of its outstanding Common Stock, or a change from par value to
      no
      par value), or of any consolidation or merger to which the Company is a party
      and for which approval of any shareholders of the Company is required, or of
      the
      sale and transfer of all or substantially all of the assets of the Company;
      or

     

    (4) of
      the
      voluntary or involuntary dissolution, liquidation or winding-up of the
      Company;

    


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

    the
      Company shall mail or cause to be mailed to the holder at such address appearing
      in the Warrant Register as promptly as possible but in any event at least
      fifteen (15) days prior to the applicable date hereinafter specified, a notice
      stating (x) the date on which a record is to be taken for the purpose of such
      dividend, distribution or rights are to be determined, or (y) the date on which
      such reclassification, consolidation, merger, sale, transfer, dissolution,
      liquidation or winding-up is expected to become effective or occur, and the
      date
      as of which it is expected that holders of Common Stock of record shall be
      entitled to exchange their Common Stock for securities or other property
      deliverable upon such reclassification, consolidation, merger, sale, transfer,
      dissolution, liquidation or winding-up. Failure to give such notice, or any
      defect therein, shall not affect the legality or validity of such dividend,
      distribution, reclassification, consolidation, merger, sale, transfer,
      dissolution, liquidation or winding-up. In addition, whenever the Exercise
      Price
      is adjusted as provided in this Section 9, the Company shall prepare a
      notice of such adjustment of the Exercise Price setting forth the adjusted
      Exercise Price and the date on which each adjustment becomes effective and
      shall
      mail such notice of such adjustment of the Exercise Price to the holder of
      each
      Warrant at his last address in the Warrant Register within twenty (20) days
      of
      the effective date of such adjustment. Failure to deliver such notice shall
      not
      effect the legality or validity of any such adjustment. 

     

    (k) In
      any
      case in which this Section 9 provides that an adjustment shall become
      effective immediately after a Record Date for an event, the Company may defer
      until the occurrence of such event (i) issuing to the holder of any Warrant
      exercised after such Record Date and before the occurrence of such event the
      additional shares of Common Stock issuable upon such exercise by reason of
      the
      adjustment required by such event over and above the Common Stock issuable
      upon
      such conversion before giving effect to such adjustment and (ii) paying to
      such holder any amount in cash in lieu of any fractions of shares of Common
      Stock pursuant to Section 2(c) of this Warrant. 

     

    (l) For
      purposes of this Section 9, the number of shares of Common Stock at any
      time outstanding shall not include shares held in the treasury of the Company
      but shall include shares issuable in respect of scrip certificates issued in
      lieu of fractions of shares of Common Stock. The Company will not pay any
      dividend or make any distribution on shares of Common Stock held in the treasury
      of the Company.

     

    (m) Upon
      each
      adjustment of the Exercise Price pursuant to this Section 9, each Warrant
      shall thereupon evidence the right to purchase that number of shares of Common
      Stock (calculated to the nearest hundredth of a share) obtained by multiplying
      the number of shares of Common Stock purchasable immediately prior to such
      adjustment upon exercise of the Warrant by the Exercise Price in effect
      immediately prior to such adjustment and dividing the product so obtained by
      the
      Exercise Price in effect immediately after such adjustment. The adjustment
      pursuant to this Section 9(m) to the number of shares of Common Stock
      purchasable upon exercise of a Warrant shall be made each time an adjustment
      of
      the Exercise Price is made pursuant to this Section 9 (or would be made but
      for Section 9(k) of this Warrant).

     

    Section
      10.  Effect
      of Reclassification, Consolidation, Merger or Sale.
      If any
      of the following events occur, namely (i) any reclassification or change of
      the outstanding shares of Common Stock (other than a change in par value, or
      from par value to no par value, or from no par value to par value, or as a
      result of a subdivision or combination), (ii) any consolidation, merger or
      combination of the Company with another person as a result of which holders
      of
      Common Stock shall be entitled to receive stock, securities or other property
      or
      assets (including cash) with respect to or in exchange for such Common Stock
      (other than as a result of a change in name, a change in par value or a change
      in the jurisdiction of incorporation), (iii) any statutory exchange, as a
      result of which holders of Common Stock generally shall be entitled to receive
      stock, securities or other property or assets (including cash) with respect
      to
      or in exchange for such Common Stock (such transaction, a "Statutory Exchange"),
      or (iv) any sale or conveyance of the properties and assets of the Company
      as, or substantially as, an entirety to any other person as a result of which
      holders of Common Stock shall be entitled to receive stock, securities or other
      property or assets (including cash) with respect to or in exchange for such
      Common Stock, then the Company or the successor or purchasing person, as the
      case may be, shall issue a replacement Warrant providing that such Warrant
      shall
      be exercisable for the kind and amount of shares of stock and other securities
      or property or assets (including cash) receivable upon such reclassification,
      change, consolidation, merger, combination, Statutory Exchange, sale or
      conveyance by a holder of a number of shares of Common Stock issuable upon
      exercise of such Warrants (assuming, for such purposes, a sufficient number
      of
      authorized shares of Common Stock available for issuance upon exercise of all
      such Warrants) immediately prior to such reclassification, change,
      consolidation, merger, combination, Statutory Exchange, sale or conveyance
      assuming such holder of Common Stock did not exercise his rights of election,
      if
      any, that holders of Common Stock who were entitled to vote or consent to such
      transaction had as to the kind or amount of securities, cash or other property
      receivable upon such consolidation, merger, combination, Statutory Exchange,
      sale or conveyance (provided that, if the kind or amount of securities, cash
      or
      other property receivable upon such consolidation, merger, combination,
      Statutory Exchange, sale or conveyance is not the same for each share of Common
      Stock in respect of which such rights of election shall not have been exercised
      ("non-electing share"), then for the purposes of this Section 10, the kind
      and amount of securities, cash or other property receivable upon such
      consolidation, merger, combination, Statutory Exchange, sale or conveyance
      for
      each non-electing share shall be deemed to be the kind and amount so receivable
      per share by a plurality of the non-electing shares). Such replacement Warrant
      shall provide for adjustments which shall be as nearly equivalent as may be
      practicable to the adjustments provided for in Section 9 of this Warrant.
      If, in the case of any such reclassification, change, consolidation, merger,
      combination, Statutory Exchange, sale or conveyance, the stock or other
      securities and assets receivable thereupon by a holder of shares of Common
      Stock
      shall include shares of stock or other securities and assets of a corporation
      other than the successor or purchasing person, as the case may be, in such
      reclassification, change, consolidate, merger, combination, Statutory Exchange,
      sale or conveyance, then such replacement Warrant shall also be executed by
      such
      other person and shall contain such additional provisions to protect the
      interests of the holder of the Warrants as the Company’s Board of Directors
      shall reasonably consider necessary by reason of the foregoing. The Exercise
      Price for the stock and other securities, property and assets (including cash)
      so receivable upon such event shall be an amount equal to the Exercise Price
      immediately prior to such event. 

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    The
      Company shall mail or cause to be mailed such replacement Warrant to each holder
      of Warrants, at such holder’s address appearing in the Warrant Register within
      twenty (20) days after execution thereof. Failure to deliver such notice shall
      not affect the legality or validity of such replacement Warrant.

    


    The
      above
      provisions of this Section 10 shall similarly apply to successive
      reclassifications, changes, consolidations, mergers, combinations, sales and
      conveyances.

    


    If
      this
      Section 10 applies to any event or occurrence, Section 9 of this
      Warrant shall not apply.

     

    Section
      11.  Lost,
      Stolen, Mutilated or Destroyed Warrants.
      If this
      Warrant is lost, stolen, mutilated or destroyed, the Company shall promptly,
      on
      receipt of an indemnification undertaking or other form of security reasonably
      acceptable to the Company (or in the case of a mutilated Warrant, the Warrant),
      issue a new Warrant of like denomination and tenor as this Warrant so lost,
      stolen, mutilated or destroyed. In every case, the applicant for a replacement
      Warrant shall furnish to the Company such security or indemnity as may
be
      reasonably required by the Company to
      save
      it harmless, and, in every case of destruction, loss or theft, the applicant
      shall also furnish to the Company evidence to its satisfaction of the
      destruction, loss or theft of the applicant’s Warrant and of the ownership
      thereof. Upon the issuance of any replacement Warrant, the Company may require
      the payment of a sum sufficient to cover any tax or other governmental charge
      that may be imposed in relation thereto and any other expenses connected
      therewith.

     

    Section
      12.  Notice.
      Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Warrant must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally;
      (ii) upon receipt, when sent by facsimile; or (iii) one (1) Business
      Day after deposit with a nationally recognized overnight delivery service,
      in
      each case properly addressed to the party to receive the same. If notice is
      to
      be sent to the Company, the holder shall use its reasonable best efforts to
      provide additional copies to the individuals listed below; provided, however,
      that the failure of such holder to send such additional copies shall in no
      way
      limit the effectiveness of any notice sent to the Company as provided for below.
      The addresses and facsimile numbers for such communications shall
      be:

    


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

    If
      to the
      Company:

    


    Osage
      Exploration and Development, Inc. 

    888
      Prospect Street

    Suite
      210

    La
      Jolla,
      CA 92037

    Telephone:
       (858)
      729-0222

    Facsimile:    
      (858)
      729-0952

    Attention:   
      Ran
      Furman

    Email:    ran.furman@gmail.com

    


    with
      a
      copy to:

    


    Highman,
      McConnell & Barwick, LLP

    15
      Enterprise

    Suite
      360

    Aliso
      Viejo, CA 92656

    Telephone:  
      (949)
      900-4402

    Facsimile:  (949)
      900-4403

    Attention:    
      Curt
      Barwick

    


    If
      to a
      holder of this Warrant, to it at the address and facsimile number set forth
      on
      Appendix I to the Private Placement Memorandum - Subscription Agreement. Each
      party shall provide five days' prior written notice to the other party of any
      change in address or facsimile number. Written
      confirmation of receipt (A) given by the recipient of such notice, consent,
      waiver or other communication, (B) mechanically
      or electronically generated by
      the
      sender’s facsimile machine containing the time, date, recipient facsimile number
      and an image of the first page of such transmission or (C) provided by a
      nationally recognized overnight delivery service shall be rebuttable evidence
      of
      personal service, receipt by facsimile or receipt from a nationally recognized
      overnight delivery service in accordance with clause (i), (ii) or
      (iii) above, respectively.

     

    Section
      13.  Amendments.
      This
      Warrant and any term hereof may be amended, changed, waived, discharged, or
      terminated only by an instrument in writing signed by the Company and holders
      of
      a majority of Warrant Shares represented by all Warrants. Such amendment,
      change, waiver, discharge or termination shall be binding on the Company and
      all
      of the Warrant holder’s assignees and transferees; provided, however, that no
      such action may increase the Exercise Price, including by a waiver of or an
      amendment to Section 9 of this Agreement, or decrease the number of shares
      or
      class of stock issuable upon exercise of any Warrants without the written
      consent of the holder of such Warrant. No waivers of any term, condition or
      provision of this Warrant in any one or more instances shall be deemed to be
      or
      construed as a further or continuing waiver of any such term, condition or
      provision.

     

    Section
      14.  Governing
      Law; Jurisdiction; Waiver of Jury Trial.
      The
      corporate laws of the State of Delaware shall govern all issues concerning
      the
      relative rights of the Company and its shareholders. All other questions
      concerning the construction, validity, enforcement and interpretation of this
      Warrant shall be governed by the internal laws of the State of California,
      without giving effect to any choice of law or conflict of law provision or rule
      (whether of the State of California or any other jurisdictions) that would
      cause
      the application of the laws of any jurisdictions other than the State of
      California.
      Each
      party hereby irrevocably submits to the non-exclusive jurisdiction of the state
      and federal courts sitting in the City of San Diego, for the adjudication of
      any
      dispute hereunder or in connection herewith or with any transaction contemplated
      hereby or discussed herein, and hereby irrevocably waives, and agrees not to
      assert in any suit, action or proceeding, any claim that it is not personally
      subject to the jurisdiction of any such court, that such suit, action or
      proceeding is brought in an inconvenient forum or that the venue of such suit,
      action or proceeding is improper. Each
      party hereby irrevocably waives personal service of process and consents to
      process being served in any such suit, action or proceeding by mailing a copy
      thereof to such party at the address for such notices to it under this Warrant
      and agrees that such service shall constitute good and sufficient service of
      process and notice thereof. Nothing contained herein shall be deemed to limit
      in
      any way any right to serve process in any manner permitted by law. If any
      provision of this Warrant shall be invalid or unenforceable in any jurisdiction,
      such invalidity or unenforceability shall not affect the validity or
      enforceability of the remainder of this Warrant in that jurisdiction or the
      validity or enforceability of any provision of this Warrant in any other
      jurisdiction.
      EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
      CONTEMPLATED HEREBY.

     

    Section
      15. Descriptive
      Headings. The headings of this Warrant
      are for
      convenience of reference only and shall not limit or otherwise affect the
      meaning hereof. 

     

    [The
      remainder of this page has been intentionally left blank.]

    


    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Warrant to be duly executed as of day and year first
      above written.

     

     

    
      	 	
              OSAGE
                EXPLORATION AND DEVELOPMENT, INC.

            
	 	 
	
              By:

            	
              __________________________

            
	
              Its:

            	
              ___________________________

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT A
      TO WARRANT

     

    FORM
      OF EXERCISE NOTICE

    


    The
      undersigned holder hereby exercises the right to purchase ______________ shares
      of Common Stock ("Warrant Shares") of Osage Exploration and Development, Inc.
      a
      Delaware corporation (the "Company"), evidenced by the attached Warrant (the
      "Warrant"). Capitalized
      terms used herein and not otherwise defined shall have the respective meanings
      set forth in the Warrant.

     

    1. Payment
      of Exercise Price.
      The
      holder shall pay the sum of $___________________ to the Company in accordance
      with the terms of the Warrant.

     

    2. Delivery
      of Warrant Shares.
      The
      holder of this warrant has sold or will sell the shares of common stock issuable
      pursuant to this Notice pursuant to a registration statement or an exemption
      from registration under the Securities Act of 1933, as amended. 

     

    3. Private
      Placement Representations.
      The
      holder of this Warrant confirms the continuing validity of, and reaffirms as
      of
      the date hereof, its representations and warranties set forth in Section 7
      of the Warrant.

     

    Date:
      _______________, ____

     

     

    
      	__________________________________________	 	__________________________________________
	Name of Registered
              Holder  	 	
              Tax ID of Registered Holder

              (if applicable)

            


    

     

     

     

    By:
      _____________________________________________

    Its:
      _____________________________________________

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    EXHIBIT B
      TO WARRANT

     

    FORM
      OF ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned does hereby assign and transfer to ________________,
      Tax ID No. __________, a warrant to purchase ____________ shares of the capital
      stock of Osage Exploration and Development, Inc., a Delaware corporation,
      represented by warrant certificate no. _____, standing in the name of the
      undersigned on the books of said corporation. The undersigned does hereby
      irrevocably constitute and appoint ______________, attorney to transfer the
      warrants of said corporation, with full power of substitution in the
      premises.

     

    Dated:
      _________, 200_

     

     

    
      	 	______________________________________________
	 	
            
	 	By:  
	 	Its: 
	 	 
	 	Taxpayer I.D. No. or Soc. Sec. No:
              
	 	_______________________________________
              
	 	
              Address: 

              _______________________________________
                ____________________________________________ 

              _______________________________________

            


    

     

     

     

     

    Name
      in
      which new Warrant(s) should be registered: 

     

    Right
      to
      Purchase No. of Shares of Common Stock: _________________ 

     

    Name:
      _________________________________________ 

     

    Taxpayer
      I.D. No. or Soc. Sec. No: ______________________ 

     

    Address:
      _________________________________________ 

    _________________________________________

         
_________________________________________
      

     

     The
      balance of the attached Warrant not so transferred shall be returned to the
      transferor in the form of a new Warrant reflecting such reduced amount.
 

     

    


    
      
         

      

      
        3