THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
      SECURITIES LAWS AND NEITHER SUCH WARRANT OR SHARES UNDERLYING THE WARRANTS
      NOR
      ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
      TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
      EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
      OR
      (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
      ACT

     

    KINGSTON
      MINES LTD.

    


    COMMON
      STOCK PURCHASE WARRANT “A-1”

    


    
      	
              Number
                of Shares: 1,352,390

            	
              Holder:
                Arimathea Limited

            
	 	 
	
              Original
                Issue Date: May 10, 2008

            	 
	 	 
	
              Expiration
                Date: May 10, 2018

            	 
	 	 
	
              Exercise
                Price per Share: U.S. $.10

            	 


    

     

    Kingston
      Mines Ltd., a company organized and existing under the laws of the State of
      Nevada (the “Company”),
      hereby certifies that, for value received, ARIMATHEA
      LIMITED,
      or its
      registered assigns (the “Warrant
      Holder”),
      is
      entitled, subject to the terms set forth below, to purchase from the Company
      up
      to One Million Three Hundred Fifty-Two Thousand Three Hundred and Ninety
      (1,352,390) shares (as adjusted from time to time as provided in Section 7,
      the
“Warrant
      Shares”)
      of
      common stock, $.0001 par value (the “Common
      Stock”),
      of
      the Company at a price of ten cents ($.10) per Warrant Share (as adjusted from
      time to time as provided in Section 7, the “Exercise
      Price”),
      at
      such dates as set forth in Section 5 hereof (such dates, the “Vesting
      Dates”)
      and
      from time to time from and after the date thereof and through and including
      5:00
      p.m. New York City time on May 7, 2018 (the “Expiration
      Date”),
      and
      subject to the following terms and conditions:

    


    1.   Registration
      of Warrant.
      The
      Company shall register this Warrant upon records to be maintained by the Company
      for that purpose (the “Warrant
      Register”),
      in
      the name of the record Warrant Holder hereof from time to time. The Company
      may
      deem and treat the registered Warrant Holder of this Warrant as the absolute
      owner hereof for the purpose of any exercise hereof or any distribution to
      the
      Warrant Holder, and for all other purposes, and the Company shall not be
      affected by notice to the contrary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.   Investment
      Representation.
      The
      Warrant Holder by accepting this Warrant represents that the Warrant Holder
      is
      acquiring this Warrant for its own account or the account of an affiliate for
      investment purposes and not with the view to any offering or distribution and
      that the Warrant Holder will not sell or otherwise dispose of this Warrant
      or
      the underlying Warrant Shares in violation of applicable securities laws. The
      Warrant Holder acknowledges that the certificates representing any Warrant
      Shares will bear a legend indicating that they have not been registered under
      the United States Securities Act of 1933, as amended (the “Securities
      Act”)
      and
      may not be sold by the Warrant Holder except pursuant to an effective
      registration statement or pursuant to an exemption from registration
      requirements of the Securities Act and in accordance with federal and state
      securities laws. This Warrant was acquired by the Warrant Holder pursuant to
      the
      exemption from the registration requirements of the Securities Act afforded
      by
      Regulation S thereunder, and the Warrant Holder acknowledges and covenants
      that
      this Warrant may not be exercised by or on behalf of a Person except as provided
      in Regulation S). “Person”
      means an
      individual, partnership, firm, limited liability company, trust, joint venture,
      association, corporation, or any other legal entity.

     

    3.   Validity
      of Warrant and Issue of Shares.
      The
      Company represents and warrants that this Warrant has been duly authorized
      and
      validly issued and warrants and agrees that all of the Common Stock that may
      be
      issued upon the exercise of the rights represented by this Warrant will, when
      issued upon such exercise, be duly authorized, validly issued, fully paid and
      nonassessable and free from all taxes, liens and charges with respect to the
      issue thereof. The Company further warrants and agrees that during the period
      within which the rights represented by this Warrant may be exercised, the
      Company will at all times have authorized and reserved a sufficient number
      of
      Common Stock to provide for the exercise of the rights represented by this
      Warrant.

     

    4. 
       Registration
      of Transfers and Exchange of Warrants.

     

    a.   Subject
      to compliance with the legend set forth on the face of this Warrant, the Company
      shall register the transfer of any portion of this Warrant in the Warrant
      Register, upon surrender of this Warrant with the Form of Assignment attached
      hereto duly completed and signed, to the Company at the office specified in
      or
      pursuant to Section 13. Upon any such registration or transfer, a new warrant
      to
      purchase Common Stock, in substantially the form of this Warrant (any such
      new
      warrant, a “New
      Warrant”),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Warrant Holder.
      The acceptance of the New Warrant by the transferee thereof shall be deemed
      the
      acceptance of such transferee of all of the rights and obligations of a Warrant
      Holder of a Warrant.

     

    b.   This
      Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to
      the
      office of the Company specified in or pursuant to Section 13 for one or more
      New
      Warrants, evidencing in the aggregate the right to purchase the number of
      Warrant Shares which may then be purchased hereunder. Any such New Warrant
      will
      be dated the date of such exchange.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

      

    5.     Exercise
      of Warrants.

     

    a.  This
      Warrant shall vest and become exercisable upon the attainment of the terms
      and
      conditions set forth on Exhibit
      A.

    


    b.
       Upon
      surrender of this Warrant with the Form of Election to Purchase attached hereto
      on Exhibit
      B,
      duly
      completed and signed to the Company, at its address set forth in Section 13,
      and
      upon payment and delivery of the Exercise Price per Warrant Share multiplied
      by
      the number of Warrant Shares that the Warrant Holder intends to purchase
      hereunder, in lawful money of the United States of America, in cash or by
      certified or official bank check or checks, to the Company, all as specified
      by
      the Warrant Holder in the Form of Election to Purchase, the Company shall
      promptly (but in no event later than 7 business days after the Date of Exercise
      (as defined herein)) issue or cause to be issued and cause to be delivered
      to or
      upon the written order of the Warrant Holder and in such name or names as the
      Warrant Holder may designate (subject to the restrictions on transfer described
      in the legend set forth on the face of this Warrant), a certificate for the
      Warrant Shares issuable upon such exercise, with such restrictive legend as
      required by the Securities Act. Any person so designated by the Warrant Holder
      to receive Warrant Shares shall be deemed to have become holder of record of
      such Warrant Shares as of the Date of Exercise of this Warrant.

     

    c.   A
      “Date
      of Exercise”
means
      the date on which the Company shall have received (i) this Warrant (or any
      New
      Warrant, as applicable), with the Form of Election to Purchase attached hereto
      (or attached to such New Warrant) appropriately completed and duly signed,
      and
      (ii) payment of the Exercise Price for the number of Warrant Shares so indicated
      by the Warrant Holder to be purchased.

     

    d.   This
      Warrant shall be exercisable at any time after the Vesting Dates and from time
      to time for such number of Warrant Shares as is indicated in the attached Form
      of Election To Purchase. If less than all of the Warrant Shares which may be
      purchased under this Warrant are exercised at any time, the Company shall issue
      or cause to be issued, at its expense, a New Warrant evidencing the right to
      purchase the remaining number of Warrant Shares for which no exercise has been
      evidenced by this Warrant.

     

    e.   (i) Notwithstanding
      anything contained herein to the contrary, the holder of this Warrant may,
      at
      its election exercised in its sole discretion, exercise this Warrant in whole
      or
      in part and, in lieu of making the cash payment otherwise contemplated to be
      made to the Company upon such exercise in payment of the Aggregate Exercise
      Price, elect instead to receive upon such exercise the “Net
      Number”
of
      shares of Common Stock determined according to the following formula (a
“Cashless
      Exercise”):

      

    Net
      Number = (A x (B - C))/B

     

    (ii) For
      purposes of the foregoing formula:

     

    A=
      the
      total number shares with respect to which this Warrant is then being
      exercised.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    B=
      the
      last reported sale price (as reported by Bloomberg) of the Common Stock on
      the
      trading day immediately preceding the date of the Exercise Notice.

     

    C=
      the
      Warrant Exercise Price then in effect at the time of such exercise.

     

    f.   The
      holder of this Warrant agrees not to exercise this Warrant for a period of
      twelve (12) months. The holder of this Warrant also agrees not to elect a
      Cashless Exercise so long as there is an effective registration statement for
      the Warrant Shares.

     

    6.   Maximum
      Exercise.
      The
      Warrant Holder shall not be entitled to exercise this Warrant
      on a Date of Exercise in connection with that number of shares of Common Stock
      which would be in excess of the sum of (i) the number of shares of Common Stock
      beneficially owned by the Warrant Holder and its affiliates on an exercise
      date,
      and (ii) the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant with respect to which the determination of this limitation is being
      made
      on an exercise date, which would result in beneficial ownership by the Warrant
      Holder and its affiliates of more than 4.9% of the outstanding shares of Common
      Stock on such date. This Section 6 may be waived or amended only with the
      consent of the Holder and the consent of holders of a majority of the shares
      of
      outstanding Common Stock of the Company. For the purposes of the immediately
      preceding sentence, beneficial ownership shall be determined in accordance
      with
      Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
      13d-3 thereunder.

     

    7.   Adjustment
      of Exercise Price and Number of Shares.
      The
      character of the shares of stock or other securities at the time issuable upon
      exercise of this Warrant and the Exercise Price therefore, are subject to
      adjustment upon the occurrence of the following events, and all such adjustments
      shall be cumulative, provided however, that no adjustment of the number of
      shares of Common Stock or other securities shall occur unless and until such
      cumulative adjustment shall equal twenty percent (20%) of the number of shares
      of Common Stock or other securities at the time issuable upon exercise of this
      Warrant:

     

    a.   Adjustment
      for Stock Splits, Stock Dividends, Recapitalizations, Etc.
      The
      Exercise Price of this Warrant and the number of shares of Common Stock or
      other
      securities at the time issuable upon exercise of this Warrant shall be
      appropriately adjusted to reflect any stock dividend, stock split, combination
      of shares, reclassification, recapitalization, consolidation or other similar
      event affecting the number of outstanding shares of stock or
      securities.

     

    b.   Adjustment
      for Reorganization, Consolidation, Merger, Etc.
      In case
      of any consolidation or merger of the Company with or into any other
      corporation, entity or person, or any other corporate reorganization, in which
      the Company shall not be the continuing or surviving entity of such
      consolidation, merger or reorganization (any such transaction being hereinafter
      referred to as a "Reorganization"),
      then, in
      each case, the holder of this Warrant, on exercise hereof, as determined at
      the
      sole discretion of such holder, at any time after the consummation or effective
      date of such Reorganization (the "Effective
      Date"),
      shall
      receive, in lieu of the shares of stock or other securities at any time issuable
      upon the exercise of the Warrant issuable on such exercise prior to the
      Effective Date, the stock and other securities and property (including cash)
      to
      which such holder would have been entitled upon the Effective Date if such
      holder had exercised this Warrant immediately prior thereto (all subject to
      further adjustment as provided in this Warrant).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    c.   Certificate
      as to Adjustments.
      In case
      of any adjustment or readjustment in the price or kind of securities issuable
      on
      the exercise of this Warrant, the Company will promptly give written notice
      thereof to the holder of this Warrant in the form of a certificate, certified
      and confirmed by the Board of Directors of the Company, setting forth such
      adjustment or readjustment and showing in reasonable detail the facts upon
      which
      such adjustment or readjustment is based.

      

    d.   The
      Company sells, grants or issues any shares, options, warrants, or any instrument
      convertible into shares or equity in any form below the exercise price per
      share
      of the Warrant.
      In the
      event the Company sells, grants or issues any shares, options, warrants, or
      any
      instrument convertible into shares or equity in any form below the current
      exercise price per share of the Warrant, other than Excluded Securities, then
      the current exercise price per share for the Warrant shall be reduced to such
      lower price per share. Such reduction shall be made at the time such transaction
      is executed. “Excluded
      Securities”
means
      Company shares reserved for employee and consultant stock options and
      compensatory equity incentive programs, stock grants made in connection with
      debt or equity financing, and stock, options, warrants, convertible instruments
      and any other securities issued in connection with the mergers and acquisitions
      of companies or assets. 

     

    8.   Fractional
      Shares.
      The
      Company shall not be required to issue or cause to be issued fractional Warrant
      Shares on the exercise of this Warrant. The number of full Warrant Shares that
      shall be issuable upon the exercise of this Warrant shall be computed on the
      basis of the aggregate number of Warrants Shares purchasable on exercise of
      this
      Warrant so presented. If any fraction of a Warrant Share would, except for
      the
      provisions of this Section 8, be issuable on the exercise of this Warrant,
      the
      Company shall, at its option, (i) pay an amount in cash equal to the Exercise
      Price multiplied by such fraction or (ii) round the number of Warrant Shares
      issuable, up to the next whole number.

     

    9.   Sale
      or Merger of the Company.
      Upon
      a
      Change in Control, the restrictions contained in Section 6 shall immediately
      be
      released and the Warrant Holder will have the right to exercise this Warrant
      concurrently with such Change in Control event or any and all Term. For purposes
      of this Warrant, the term “Change
      in Control”
shall
      mean a consolidation or merger of the Company with or into another company
      or
      entity in which the Company is not the surviving entity or the sale of all
      or
      substantially all of the assets of the Company to another company or entity
      not
      controlled by the then existing stockholders of the Company in a transaction
      or
      series of transactions.

      

    10.  Notice
      of Intent to Sell or Merge the Company.
      The
      Company will give Warrant Holder ten (10) business days notice before the event
      of a sale of all or substantially all of the assets of the Company or the merger
      or consolidation of the Company in a transaction in which the Company is not
      the
      surviving entity.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    11.  Issuance
      of Substitute Warrant.
      In the
      event of a merger, consolidation, recapitalization or reorganization of the
      Company or a reclassification of Company shares of stock, which results in
      an
      adjustment to the number of shares subject to this Warrant and/or the Exercise
      Price hereunder, the Company agrees to issue to the Warrant Holder a substitute
      Warrant reflecting the adjusted number of shares and/or Exercise Price upon
      the
      surrender of this Warrant to the Company.

     

    12. 
       Registration
      of Shares. 

    


    (a) Inclusion
      on Registration Statement.
      If the
      Company proposes to file a registration statement under the Securities Act
      with
      respect to an offering for its own account of any class of its equity securities
      (other than a registration statement relating solely to employee benefit plans
      or filed in connection with an exchange offer, a transaction to which Rule
      145
      (or any successor provision) under the Securities Act applies or an offering
      of
      securities solely to the Company's existing shareholders), then the Company
      shall in each case give written notice of such proposed filing to the Warrant
      Holder as soon as practicable (but no later than 20 business days) before the
      anticipated filing date, and such notice shall offer the Warrant Holder the
      opportunity to register such number of shares of Common Stock as the Warrant
      Holder may request. The Warrant Holder shall so advise the Company in writing
      within 10 business days after the date on which the Company's notice is so
      given, setting forth the number of shares of Common Stock for which registration
      is requested. If the Company's offering is to be an underwritten offering,
      the
      Company shall, subject to the further provisions of this Agreement, use its
      reasonable best efforts to cause the managing underwriter or underwriters to
      permit the Warrant Holder to be included in the registration for such offering
      to include such Common Stock in such offering on the same terms and conditions
      as any similar securities of the Company included therein. The right of the
      Warrant Holder to registration pursuant to this Section 12 in connection with
      an
      underwritten offering by the Company shall, unless the Company otherwise
      assents, be conditioned upon the Warrant Holder's participation as a seller
      in
      such underwritten offering and its execution of an underwriting agreement with
      the managing underwriter or underwriters selected by the Company.
      Notwithstanding the foregoing, if the managing underwriter or underwriters
      of
      such offering deliver a written opinion to the Company that either because
      of
      (a) the kind of securities that the Company, the Warrant Holders and any other
      persons or entities intend to include in such offering or (b) the size of the
      offering that the Company, the Warrant Holders and any other persons or entities
      intend to make, the success of the offering would be materially and adversely
      affected by inclusion of the Common Stock requested to be included, then (i)
      in
      the event that the size of the offering is the basis of such managing
      underwriter's opinion, the number of shares of Common Stock to be registered
      and
      offered for the accounts of holders shall be reduced pro rata on the basis
      of
      the number of securities requested by such holders to be registered and offered
      to the extent necessary to reduce the total amount of securities to be included
      in such offering to the amount recommended by such managing underwriter or
      underwriters (provided that if securities are being registered and offered
      for
      the account of other persons or entities in addition to the Company, such
      reduction shall not be proportionally greater than any similar reductions
      imposed on such other persons or entities) and (ii) in the event that the
      combination of securities to be offered is the basis of such managing
      underwriters opinion, (x) the Common Stock to be included in such registration
      and offering shall be reduced as described in clause (i) above or (y) if such
      actions would, in the reasonable judgment of the managing underwriter, be
      insufficient to substantially eliminate the adverse effect that inclusion of
      the
      Common Stock requested to be included would have on such offering, such Common
      Stock will be excluded entirely from such registration and offering. Any Common
      Stock excluded from an underwriting shall, if applicable, be withdrawn from
      registration and shall not, without the consent of the Company, be transferred
      in a public distribution prior to the earlier of ninety (90) days (or such
      other
      shorter period of time as the managing underwriter may require) after the
      effective date of the registration statement or ninety (90) days after the
      date
      the holders of such stock are notified of such exclusion.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (b) Requirement
      of filing a Registration Statement.
      At any
      time after the date hereof, the Warrant Holder shall have the right to require
      the Company to prepare and file one registration statement with the U.S.
      Securities and Exchange Commission, which shall cover all of the shares of
      the
      Common Stock underlying this Warrant. The Company shall:

    


    (i)
        prepare
      and file with the Securities and Exchange Commission a registration statement
      on
      any form for which the Company then qualifies and which counsel for the Company
      shall deem appropriate and which form shall be available for the sale or
      distribution of such Common Stock in accordance with the intended method of
      distribution thereof, and use its reasonable best efforts to cause such
      registration statement to become effective; and

    


    (ii) 
       prepare
      and file with the Securities and Exchange Commission such amendments and
      supplements to such registration statement and the prospectus used in connection
      therewith as may be necessary to keep such registration statement effective
      for
      a period of not less than ninety (90) days or such shorter period as shall
      terminate when the distribution of all Common Stock covered by such registration
      statement shall have terminated and 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 Warrant Holder.

     

    13.  Notice.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been given (i) on the date they are delivered if delivered in
      person; (ii) on the date initially received if delivered by facsimile
      transmission followed by registered or certified mail confirmation; (iii) on
      the
      date delivered by an overnight courier service; or (iv) on the third business
      day after it is mailed by registered or certified mail, return receipt requested
      with postage and other fees prepaid as follows:

     

    If
      to
      the Company:

     

    Kingston
      Mines Ltd.

    245
      Park
      Avenue,

    24th
      Floor,

    New
      York,
      NY 10167

    212-672-1927

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    If
      to
      the Warrant Holder:

    


    Arimathea
      Limited

    c/o
      Wilton Group

    22
      Athol
      Street

    Douglas

    Isle
      of
      Man IM1 1JA

     

    14.   Miscellaneous.

     

    a.   This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and permitted assigns. This Warrant may be amended
      only by a writing signed by the Company and the Warrant Holder.

      

    b.   Nothing
      in this Warrant shall be construed to give to any person or corporation other
      than the Company and the Warrant Holder any legal or equitable right, remedy
      or
      cause of action under this Warrant; this Warrant shall be for the sole and
      exclusive benefit of the Company and the Warrant Holder.

     

    c.   THE
      PARTIES HERETO AGREE THAT THIS WARRANT SHALL BE GOVERNED BY, AND CONSTRUED
      AND
      ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
      GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. ALL PARTIES HERETO,
      TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND
      VOLUNTARILY, WAIVE AND FOREVER RELINQUISH THE RIGHT TO A TRIAL BY JURY IN ANY
      ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO
      THIS
      WARRANT, ANY CONDUCT, ACT OR OMISSION OF ANY OTHER PARTY HERETO. THE COMPANY
      AND
      THE WARRANT HOLDER EACH HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF THE
      STATE OR FEDERAL COURTS LOCATED IN THE CITY AND STATE OF NEW YORK IN THE BOROUGH
      OF MANHATTAN FOR ALL PURPOSES IN CONNECTION WITH ANY ACTION OR PROCEEDING WHICH
      ARISES OUT OF OR RELATES TO THIS WARRANT AGREE THAT ANY ACTION INSTITUTED UNDER
      THIS WARRANT SHALL BE BROUGHT ONLY IN SUCH COURTS.

     

    d.   The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    e.   In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceablilty of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonably
      substitute therefore, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    f.   The
      Warrant Holder shall not, by virtue hereof, be entitled to any voting or other
      rights of a shareholder of the Company, either at law or equity, and the rights
      of the Warrant Holder are limited to those expressed in this
      Warrant.

     

    [SIGNATURES
      ON FOLLOWING PAGE]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      the
      authorized officer as of the date first above stated and agreed by the Warrant
      Holder.

    


    KINGSTON
      MINES LTD., a Nevada corporation

    

      
        	
                By:

              	
                /s/
                  Barbara Salz

              
	 	
                Name:
                  Barbara Salz

              
	 	
                Title:  
                  Corporate Secretary

              
	 
	
                WARRANT
                  HOLDER:

              
	 
	
                ARIMATHEA
                  LIMITED

              
	 	 
	
                By:

              	
                /s/
                  Nicole Hewson

              
	 	
                Name:
                  Nicole Hewson

              
	 	
                Title:  
                  Director

              


      

    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    All
      of
      the Warrant Shares shall vest and become exercisable upon the closing of the
      first acquisition by the Company of equity securities, assets, license or
      strategic alliance with an operating enterprise by the Company that shall be
      utilized as the basis for commencing the Company’s new business
      model.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


    FORM
      OF ELECTION TO PURCHASE

    


    (To
      be
      executed by the Warrant Holder to exercise the right to purchase shares of
      Common Stock under the foregoing Warrant)

     

    To:
      Kingston
      Mines Ltd.:

    


    In
      accordance with the Warrant enclosed with this Form of Election to Purchase,
      the
      undersigned hereby irrevocably elects to purchase ______________ shares of
      Common Stock (“Common
      Stock”),
      $.0001
      par value, of Kingston Mines Ltd., and encloses the Warrant and $____ for each
      Warrant Share being purchased or an aggregate of $________________ in cash
      or
      certified or official bank check or checks, which sum represents the aggregate
      Exercise Price (as defined in the Warrant) together with any applicable taxes
      payable by the undersigned pursuant to the Warrant.

     

    The
      undersigned requests that certificates for the shares of Common Stock issuable
      upon this exercise be issued in the name of:

     

    
      	
               

            
	
               

            
	
               

            
	
              (Please
                print name and address)

            
	
               

            
	
               

            
	
              (Please insert Social Security or Tax

              Identification Number)

            


    

     

    If
      the
      number of shares of Common Stock issuable upon this exercise shall not be all
      of
      the shares of Common Stock which the undersigned is entitled to purchase in
      accordance with the enclosed Warrant, the undersigned requests that a New
      Warrant (as defined in the Warrant) evidencing the right to purchase the shares
      of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
      in the name of and delivered to:

     

    
      	
                
                

            
	
                
                

            
	
                
                

            
	
              (Please
                print name and address)

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              Dated:
                _______________

            	
              Name
                of Warrant Holder:

            	
               

            	
               

            


    

     

    
      	
              (Print)
                

            	
               
                

            
	
               

            	
               

            
	
              (By:)

            	
               
                

            
	
               

            	
               

            
	
              (Name:)

            	
               
                

            
	 	
               

            
	
              (Title:)

            	
               
                

            
	
               

            	
               

            
	
              Signature must conform in all respects

              to name of Warrant Holder as specified

              on the face of the Warrant

            


    

     

    
      
        
        

      

      
        13