piedmont8k072007ex4-2.htm


    
      

      

    

    
      Exhibit
        4.2

      


      THE
        SECURITIES REPRESENTED BY THIS UNIT WARRANT CERTIFICATE AND THE SECURITIES
        ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933, AS AMENDED (THE “ACT”).  NEITHER THE UNIT WARRANT NOR THE
        SECURITIES UNDERLYING THE UNIT WARRANT MAY BE TRANSFERRED EXCEPT (A) PURSUANT
        TO
        AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE
        SECURITIES LAWS OR (B) UPON RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL,
        WHICH OPINION OF COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE ISSUER,
        TO THE
        EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER, OR NOT SUBJECT
        TO,
        THE ACT AND SUCH STATE SECURITIES LAWS.

      


      UNIT
        WARRANT CERTIFICATE

      OF

      PIEDMONT
        MINING COMPANY, INC.

      


      
        	
                Date
                  of Issuance:  July___,
                  2007

              	
                Certificate
                  Number: _____

              


      

      


      THIS
        UNIT WARRANT CERTIFICATE (“Unit Warrant”) certifies that, for value
        received, Brean Murray, Carret & Co. LLC, or its permitted assigns
        registered on the books (collectively, the “Holder”) of Piedmont Mining Company,
        Inc., a North Carolina corporation (the “Company”), having its principal place
        of business at 18124 Wedge Parkway, #214, Reno, NV  89511, is entitled
        to purchase at any time on or prior to the Expiration Date (hereinafter
        defined), up to 125,000 units (the “Units”), each Unit consisting of one (1)
        share of Common Stock of the Company and one-half (1/2) of one (1) Warrant
        to
        purchase Common Stock of the Company, with each whole Warrant representing
        the
        right to acquire one share of Common Stock pursuant to a Warrant Certificate
        in
        substantially the form attached hereto as Exhibit A (the “Common Stock
        Purchase Warrant”).

       

      1.         Unit
        Purchase Price.  Each Unit represented hereby shall entitle the
        Holder to purchase one share of Common Stock and one-half of a Common Stock
        Purchase Warrant, the purchase price payable upon exercise for a Unit shall
        be
        $0.16 per Unit (“Purchase Price”).  The Purchase Price and number of
        Units are subject to adjustment as provided in Section 6.

       

      2.         Exercise
        of Unit Warrant.  Pursuant to the terms and conditions set forth
        in this Unit Warrant, the Units are exercisable at any time, on or before
        the
        Expiration Date, at the option of the Holder, upon surrender of this Unit
        Warrant to the Company together with a duly completed Notice of Exercise,
        in the
        form attached hereto as Exhibit B, and payment of an amount equal to the
        Purchase Price multiplied by the number of Units to be exercised.  In
        the case of exercise of less than all the Units represented by this Unit
        Warrant, the Company shall cancel this Unit Warrant upon the surrender thereof
        and shall execute and deliver a new Unit Warrant for the balance of such
        remaining Units.

       

      3.         Expiration.  The
        term “Expiration Date” shall mean 5:00 p.m. (PST) on  _________,
        2012 or if such date shall be a holiday or a day on which
        banks are authorized to close, then 5:00 p.m. (PST) the next following date
        which is not a holiday or a day on which banks are not authorized to
        close.

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      4.         Agreement
        of Holder.  The Holder acknowledges that the Units represented by
        this Unit Warrant have not been registered under the Act and accordingly
        that
        they will not be transferred or sold except pursuant to an effective
        registration statement under the Act or an exemption therefrom, or in a
        transaction not subject thereto, and in compliance with all state securities
        laws.

      


      5.         Loss
        or Mutilation.  Upon receipt by the Company of reasonable evidence
        of the ownership of and the loss, theft, destruction or mutilation of this
        Unit
        Warrant and, in the case of loss, theft or destruction, of indemnity reasonably
        satisfactory to the Company, or, in the case of mutilation, upon surrender
        and
        cancellation of the mutilated Unit Warrant, the Company shall execute and
        deliver in lieu thereof a new Unit Warrant representing an equal number of
        Units.

      


      6.         Adjustment
        of Purchase Price and Number of Units.  The number and kind of
        Units purchasable upon the exercise and the Purchase Price shall be subject
        to
        adjustment from time to time upon the occurrence of certain events, as
        follows:

      


      (a)         Splits,
        Combinations, Reclassifications.  In the event the Company shall
        (i) pay a dividend in shares of Common Stock or make a distribution in shares
        of
        Common Stock to the Holders of the outstanding shares of Common Stock, (ii)
        subdivide its outstanding shares of Common Stock through stock split or
        otherwise, (iii) combine its outstanding shares of Common Stock into a smaller
        number of shares of Common Stock, or (iv) issue by reclassification of its
        Common Stock (including any such reclassification in connection with a
        consolidation or merger in which the Company is the continuing corporation)
        other securities of the Company, the number and/or nature of Units purchasable
        hereunder immediately prior thereto shall be adjusted so that the Holder
        shall
        be entitled to receive the kind and number of Units or other securities of
        the
        Company which it would have owned or have been entitled to receive after
        the
        happening of any of the events described above, had such Units been exercised
        immediately prior to the effective date of such event or any record date
        with
        respect thereto.

       

      (b)        Reorganizations,
        Mergers, Consolidations or Sales of Assets.  In the event of any
        capital reorganization or any reclassification of the capital stock of the
        Company or in case of the consolidation or merger of the Company with another
        corporation (other than a consolidation or merger in which the outstanding
        shares of the Company’s Common Stock are not converted into or exchanged for
        other rights or interests), or in the case of any sale, transfer or other
        disposition to another corporation of all or substantially all the properties
        and assets of the Company, the Holder shall thereafter be entitled to purchase
        (and it shall be a condition to the consummation of any such reorganization,
        reclassification, consolidation, merger, sale, transfer or other disposition
        that appropriate provisions shall be made so that such Holder shall thereafter
        be entitled to purchase) the kind and amount of shares of stock and other
        securities and property (including cash) which the Holder would have been
        entitled to receive had such Units been exercised immediately prior to the
        effective date of such reorganization, reclassification, consolidation, merger,
        sale, transfer or other disposition.

       

      (c)        Notice
        of Capital Changes.  If at any time the Company shall effect any
        of the events described in subsections (a) and (b) above, or there shall
        be a
        voluntary or involuntary dissolution, liquidation or winding up of the Company,
        then, in any one or more of said cases, the Company shall give the Holder
        written notice, by registered or certified mail, postage prepaid, of the
        date on
        which (i) a record shall be taken for such dividends, distributions and the
        like
        or (ii) such reorganization, reclassification, consolidation, merger, sale,
        dissolution, liquidation or winding up shall take place, as the case may
        be.  Such written notice shall be given at least five business (5)
        days prior to the relevant event.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (d)        Adjustment
        of Purchase Price.  Upon each adjustment in the number of Units
        purchasable hereunder, the Purchase Price shall be proportionately increased
        or
        decreased, as the case may be, in a manner that is the inverse of the manner
        in
        which the number of Units purchasable hereunder shall be adjusted, as determined
        in good faith by the Board of Directors of the Company.

       

      (e)        Certificates
        of Adjustments.  Whenever the Purchase Price or the number of
        Units purchasable hereunder shall be adjusted pursuant to this Section 6,
        the
        Company shall prepare a certificate signed by the chief executive officer
        of the
        Company setting forth, in reasonable detail, the event requiring the adjustment,
        the amount of the adjustment, the method by which such adjustment was
        calculated, and the Purchase Price and the number of Units purchasable hereunder
        after giving effect to such adjustment, and shall cause copies of such
        certificate to be mailed, by first class mail, postage prepaid, to the
        Holder.

      


      7.         No
        Voting Rights.  Except as otherwise provided herein, this Unit
        Warrant shall not be deemed to confer upon the Holder any right to vote or
        to
        consent to or receive notice as a shareholder of the Company, in respect
        of any
        matters whatsoever, prior to the exercise hereof.

       

      8.         Warrant
        Transferable.  Subject to the provisions of Section 4, this Unit
        Warrant and all rights hereunder are transferable, in whole or in part, at
        the
        principal offices of the Company by the Holder hereof, upon surrender of
        this
        Unit Warrant properly endorsed; provided, however, that without
        the prior written consent of the Company, this Unit Warrant and all rights
        hereunder may be transferred only to (i) an affiliate of the initial Holder
        hereof or successor in interest to any such person, or (ii) pursuant to the
        registration of the Units or the underlying shares of Common Stock under
        the
        Act, subsequent to one year from the date hereof pursuant to an exemption
        under
        Rule 144 under the Act or pursuant to another exemption from such registration
        or in a transaction not subject to registration.  For the purposes of
        this section, “affiliate” means, with respect to any person, any entity
        controlling, controlled by or under common control with such designated person,
        and “control” means the possession, direct or indirect, of the power to direct
        or cause the direction of the management and policies of a person, whether
        through the ownership of voting securities, by contract or
        otherwise.

       

      9.         Fractional
        Shares.  Notwithstanding that the number of Units purchasable upon
        the exercise of this Unit Warrant may have been adjusted pursuant to the
        terms
        hereof, the Company shall nonetheless not be required to issue fractions
        of
        shares upon exercise of the Unit Warrant or to distribute certificates that
        evidence fractional shares nor shall the Company be required to make any
        cash
        payments in lieu thereof upon exercise of the Unit Warrant.  Holder
        hereby waives any right to receive fractional shares.

       

      10.       Successors
        and Assigns.  This Unit Warrant shall be binding on and inure to
        the benefit of the heirs, executors, administrators, successors, and assigns
        of
        the respective parties.

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      11.        Governing
        Law.  This Unit Warrant shall be governed by and construed in
        accordance with the laws of the State of Nevada, without regard to the conflicts
        of law provisions of the State of Nevada or of any other state.

      


      IN
        WITNESS WHEREOF, this Unit Warrant has been executed as of this ___ day
        of ______, 2007.

      


      
        	 	
                PIEDMONT
                  MINING COMPANY, INC.

              
	 	
                a
                  North Carolina corporation

              
	 	 
	 	 
	 	
                By:
                  _________________________________

              
	 	
                Robert
                  M. Shields, Jr. President and CEO

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        A

      TO

      UNIT
        WARRANT CERTIFICATE

      


      FORM
        OF COMMON STOCK PURCHASE WARRANT

      


      


      THE
        WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE
        UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
        1933,
        AS AMENDED (THE “ACT”).  NEITHER THE WARRANTS NOR THE SECURITIES
        UNDERLYING THE WARRANTS MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
        LAWS OR
        (B) UPON RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL, WHICH OPINION OF
        COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT
        SUCH
        TRANSFER IS EXEMPT FROM REGISTRATION UNDER, OR NOT SUBJECT TO, THE ACT AND
        SUCH
        STATE SECURITIES LAWS.

      


      WARRANT
        CERTIFICATE

      OF

      PIEDMONT
        MINING COMPANY, INC.

      


      
        	
                Date
                  of Issuance:  ________, 200___

              	
                Certificate
                  Number:_____

              


      

      


      THIS
        WARRANT CERTIFICATE (“Warrant Certificate”) certifies that, for value
        received, ________________________, or its permitted assigns registered on
        the
        books (collectively, the “Holder”) of Piedmont Mining Company, Inc., a North
        Carolina corporation (the “Company”), having its principal place of business at
        18124 Wedge Parkway, #214, Reno, NV  89511, is entitled to purchase at
        any time on or prior to the Expiration Date (hereinafter defined), up to
        _________________ shares of Common Stock of the Company (“Common Stock”) at a
        purchase price as set forth below, subject to adjustment as hereinafter
        provided.

       

      1.         Warrant
        Purchase Price.  Each Warrant shall entitle the Holder to purchase
        one share of Common Stock and the purchase price payable upon exercise of
        one
        Warrant shall be $0.20 per share (“Purchase Price”).  The Purchase
        Price and number of shares of Common Stock (“Warrant Shares”) issuable upon
        exercise of each Warrant are subject to adjustment as provided in Section
        6.

       

      2.         Exercise
        of Warrant.  Pursuant to the terms and conditions set forth in
        this Warrant Certificate, the Warrants are exercisable at any time, on or
        before
        the Expiration Date, at the option of the Holder, upon surrender of this
        Warrant
        Certificate to the Company together with a duly completed Notice of Exercise,
        in
        the form attached hereto as Exhibit A, and payment of an amount equal to
        the
        Purchase Price multiplied by the number of Warrants to be
        exercised.  In the case of exercise of less than all the Warrants
        represented by this Warrant Certificate, the Company shall cancel this Warrant
        Certificate upon the surrender thereof and shall execute and deliver a new
        Warrant Certificate for the balance of such Warrants.

       


      
        
           

        

        
          A-1

          
            

          

        

        
           

        

      


      3.         Expiration.  The
        term “Expiration Date” shall mean 5:00 p.m. (PST) on  [Two
        years from the Date of Issuance ]or if such date shall be a holiday or
        a day on which banks are authorized to close, then 5:00 p.m. (PST) the next
        following date which is not a holiday or a day on which banks are not authorized
        to close.

      


      4.         Agreement
        of Holder.  The Holder acknowledges that the Warrants represented
        by this Warrant Certificate have not been registered under the Act and
        accordingly that they will not be transferred or sold except pursuant to
        an
        effective registration statement under the Act or an exemption therefrom,
        or in
        a transaction not subject thereto, and in compliance with all state securities
        laws.

      


      5.         Loss
        or Mutilation.  Upon receipt by the Company of reasonable evidence
        of the ownership of and the loss, theft, destruction or mutilation of this
        Warrant Certificate  and, in the case of loss, theft or destruction,
        of indemnity reasonably satisfactory to the Company, or, in the case of
        mutilation, upon surrender and cancellation of the mutilated Warrant
        Certificate, the Company shall execute and deliver in lieu thereof a new
        Warrant
        Certificate representing an equal number of Warrants.

      


      6.           Adjustment
        of Purchase Price and Number of Warrant Shares.  The number and
        kind of Warrant Shares purchasable upon the exercise of the Warrants and
        the
        Purchase Price shall be subject to adjustment from time to time upon the
        occurrence of certain events, as follows:

      


      (a)        Splits,
        Combinations, Reclassifications.  In the event the Company shall
        (i) pay a dividend in shares of Common Stock or make a distribution in shares
        of
        Common Stock to the Holders of the outstanding shares of Common Stock, (ii)
        subdivide its outstanding shares of Common Stock through stock split or
        otherwise, (iii) combine its outstanding shares of Common Stock into a smaller
        number of shares of Common Stock, or (iv) issue by reclassification of its
        Common Stock (including any such reclassification in connection with a
        consolidation or merger in which the Company is the continuing corporation)
        other securities of the Company, the number and/or nature of Warrant Shares
        purchasable upon exercise of each Warrant immediately prior thereto shall
        be
        adjusted so that the Holder shall be entitled to receive the kind and number
        of
        Warrant Shares or other securities of the Company which it would have owned
        or
        have been entitled to receive after the happening of any of the events described
        above, had such Warrant been exercised immediately prior to the effective
        date
        of such event or any record date with respect thereto.

       

      (b)        Reorganizations,
        Mergers, Consolidations or Sales of Assets.  In the event of any
        capital reorganization or any reclassification of the capital stock of the
        Company or in case of the consolidation or merger of the Company with another
        corporation (other than a consolidation or merger in which the outstanding
        shares of the Company’s Common Stock are not converted into or exchanged for
        other rights or interests), or in the case of any sale, transfer or other
        disposition to another corporation of all or substantially all the properties
        and assets of the Company, the Holder of each Warrant shall thereafter be
        entitled to purchase (and it shall be a condition to the consummation of
        any
        such reorganization, reclassification, consolidation, merger, sale, transfer
        or
        other disposition that appropriate provisions shall be made so that such
        Holder
        shall thereafter be entitled to purchase) the kind and amount of shares of
        stock
        and other securities and property (including cash) which the Holder would
        have
        been entitled to receive had such Warrants been exercised immediately prior
        to
        the effective date of such reorganization, reclassification, consolidation,
        merger, sale, transfer or other disposition.

      



      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      (c)        Notice
        of Capital Changes.  If at any time the Company shall effect any
        of the events described in subsections (a) and (b) above, or there shall
        be a
        voluntary or involuntary dissolution, liquidation or winding up of the Company,
        then, in any one or more of said cases, the Company shall give the Holder
        written notice, by registered or certified mail, postage prepaid, of the
        date on
        which (i) a record shall be taken for such dividends, distributions and the
        like
        or (ii) such reorganization, reclassification, consolidation, merger, sale,
        dissolution, liquidation or winding up shall take place, as the case may
        be.  Such written notice shall be given at least five business (5)
        days prior to the relevant event.

       

      (d)        Adjustment
        of Purchase Price.  Upon each adjustment in the number of Warrant
        Shares purchasable hereunder, the Purchase Price shall be proportionately
        increased or decreased, as the case may be, in a manner that is the inverse
        of
        the manner in which the number of Warrant Shares purchasable hereunder shall
        be
        adjusted, as determined in good faith by the Board of Directors of the
        Company.

       

      (e)        Certificates
        of Adjustments.  Whenever the Purchase Price or the number of
        Warrant Shares purchasable hereunder shall be adjusted pursuant to this Section
        6, the Company shall prepare a certificate signed by the chief executive
        officer
        of the Company setting forth, in reasonable detail, the event requiring the
        adjustment, the amount of the adjustment, the method by which such adjustment
        was calculated, and the Purchase Price and the number of Warrant Shares
        purchasable hereunder after giving effect to such adjustment, and shall cause
        copies of such certificate to be mailed, by first class mail, postage prepaid,
        to the Holder.

      


      7.         No
        Voting Rights.  Except as otherwise provided herein, this Warrant
        Certificate shall not be deemed to confer upon the Holder any right to vote
        or
        to consent to or receive notice as a shareholder of the Company, in respect
        of
        any matters whatsoever, prior to the exercise hereof.

       

      8.         Warrants
        Transferable.  Subject to the provisions of Section 4, this
        Warrant Certificate and all rights hereunder are transferable, in whole or
        in
        part, at the principal offices of the Company by the Holder hereof, upon
        surrender of this Warrant Certificate properly endorsed; provided,
however, that without the prior written consent of the Company,
        this
        Warrant Certificate and all rights hereunder may be transferred only to (i)
        an
        affiliate of the initial Holder hereof or successor in interest to any such
        person, or (ii) pursuant to the registration of the Warrants or the Warrant
        Shares under the Act, subsequent to one year from the date hereof pursuant
        to an
        exemption under Rule 144 under the Act or pursuant to another exemption from
        such registration or in a transaction not subject to
        registration.  For the purposes of this section, “affiliate” means,
        with respect to any person, any entity controlling, controlled by or under
        common control with such designated person, and “control” means the possession,
        direct or indirect, of the power to direct or cause the direction of the
        management and policies of a person, whether through the ownership of voting
        securities, by contract or otherwise.

      



      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      9.         Fractional
        Shares.  Notwithstanding that the number of Warrant Shares
        purchasable upon the exercise of this Warrant may have been adjusted pursuant
        to
        the terms hereof, the Company shall nonetheless not be required to issue
        fractions of shares upon the exercise of the Warrants or to distribute
        certificates that evidence fractional shares nor shall the Company be required
        to make any cash payments in lieu thereof upon exercise of the
        Warrants.  Holder hereby waives any right to receive fractional
        shares.

       

      10.        Successors
        and Assigns.  This Warrant Certificate shall be binding on and
        inure to the benefit of the heirs, executors, administrators, successors,
        and
        assigns of the respective parties.

      


      11.        Governing
        Law.  This Warrant Certificate shall be governed by and construed
        in accordance with the laws of the State of Nevada, without regard to the
        conflicts of law provisions of the State of Nevada or of any other
        state.

      


      IN
        WITNESS WHEREOF,
        this Warrant Certificate has been executed as of this ___ day of April,
        2007.

      


      
        	 	
                PIEDMONT
                  MINING COMPANY, INC.

              
	 	
                a
                  North Carolina corporation

              
	 	 
	 	 
	 	
                By:
                  _________________________________

              
	 	
                Robert
                  M. Shields, Jr. President and CEO

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      


      EXHIBIT
        A

      TO

      FORM
        OF COMMON STOCK PURCHASE WARRANT

      


      NOTICE
        OF EXERCISE

      


      
        	
                To:

              	
                Piedmont
                  Mining Company, Inc.

              


      

      18124
        Wedge Parkway, #214

      Reno,
        NV 89511

      Attn:
        Robert M. Shields Jr., CEO

      


      The
        undersigned hereby irrevocably elects to exercise, pursuant to Section 2
        of the
        Warrant Certificate accompanying this Notice of Exercise, the Warrant to
        purchase ________________ shares of Common Stock of Piedmont Mining
        Company, Inc., a North Carolina corporation (the “Warrant Shares”), in
        accordance with the terms of the Warrant Certificate, including but not limited
        to, the investor representations and warranties made in connection with the
        Warrant, and herewith makes payment of the Purchase Price of such Warrant
        Shares
        in full.

      


      In
        connection to this Notice of Exercise the undersigned hereby represents and
        warrants to the Company as follows:

      


      (a)        The
        undersigned represents that the Warrant Shares to be received will be acquired
        for investment for its own account, not as a nominee or agent, and not with
        a
        view to the sale or distribution of any part thereof, and that it has no
        present
        intention of securing, granting any participation in or otherwise distributing
        the same.  The undersigned further represents that it does not have
        any contract, undertaking, agreement or arrangement with any person to sell,
        transfer or grant participation to such person or to any third person, with
        respect to any of the Warrant Shares.

       

      (b)        The
        undersigned is fully aware of: (1) the highly speculative nature of the
        investment in the Warrant Shares; (2) the financial hazards involved; (3)
        the
        lack of liquidity of the Warrant Shares and the restrictions on transferability
        of the Warrant Shares; and (4) the qualifications and backgrounds of the
        management of the Company.

       

      (c)        The
        undersigned understands and acknowledges that the offering of the Warrant
        Shares
        have not and will not be registered under the Securities Act of 1933, as amended
        (the “Securities Act”) on the ground that the sale and the issuance of
        securities hereunder is exempt pursuant to Section 4(2) of the Securities
        Act,
        and that the Company’s reliance on such exemption is predicated on the
        undersigned’s representations set forth herein.

       

      (d)        At
        no time was the undersigned presented with or solicited by any publicly issued
        or circulated newspaper, mail, radio, television or other form of general
        advertising or solicitation in connection with the offer, sale and purchase
        of
        the Warrant Shares.

       


      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      (e)        The
        certificates for the Warrant Shares will bear one or more restrictive legends
        determined by counsel to the Company to be necessary or appropriate in order
        to
        comply with federal or state securities law or to secure or protect any
        applicable exemptions from registration or qualification.

       

      (f)         The
        undersigned represents that it is experienced in evaluating development stage
        companies such as the Company, is able to fend for itself in transactions,
        has
        such knowledge and experience in financial and business matters that it is
        capable of evaluating the merits and risks of its prospective investment
        in the
        Company, and has the ability to bear the economic risks of the
        investment.

       

      (g)        The
        undersigned acknowledges and understands that the Warrant Shares, must be
        held
        indefinitely unless they are subsequently registered under the Securities
        Act or
        an exemption from such registration is available, and that the Company is
        under
        no obligation to register the Warrant Shares.

       

      (h)        The
        undersigned acknowledges that it has been advised or is aware of the provisions
        of Rule 144 promulgated under the Securities Act, which permits limited public
        resales of securities acquired in a non-public offering, subject to the
        satisfaction of certain conditions.  The undersigned understands that
        before the Warrant Shares, may be sold under Rule 144, the following conditions
        must be fulfilled, except as otherwise described below: (1) certain public
        information about the Company must be available, (2) the sale must occur
        at
        least one year after the later of the date the Warrant Shares were sold by
        the
        Company or the date they were sold by an affiliate of the Company, (3) the
        sale
        must be made in a broker’s transaction or in a transaction directly with a
        market maker, and (4) the number of Warrant Shares sold must not exceed certain
        volume limitations.  If, however, the sale occurs at least two years
        after the Warrant Shares were sold by the Company or an affiliate of the
        Company, and if the undersigned is not an affiliate of the Company, the
        foregoing conditions will not apply.  The undersigned understands that
        the current information referred to above is not now available and the Company
        has no present plans to make such information available.

       

      (i)         The
        undersigned acknowledges that in the event the applicable requirements of
        Rule
        144 are not met, registration under the Securities Act or compliance with
        another exemption from registration will be required for any disposition
        of its
        stock.  The undersigned understands that although Rule 144 is not
        exclusive, the Securities and Exchange  Commission has expressed its
        opinion that persons proposing to sell restricted securities received in
        a
        private offering other than in a registered offering or pursuant to Rule
        144
        will have a substantial burden of proof in establishing that an exemption
        from
        registration is available for such offers or sales and that such persons
        and the
        brokers who participate in the transactions do so at their own
        risk.

       

      (j)         The
        undersigned covenants that, in the absence of an effective registration
        statement covering the Warrant Shares, it will sell, transfer, or otherwise
        dispose of the Warrant Shares only in a manner consistent with its
        representations and covenants set forth herein.  In connection
        therewith the undersigned acknowledges that the Company shall make a notation
        on
        its stock books regarding the restrictions on transfer set forth herein and
        shall transfer shares on the books of the Company only to the extent not
        inconsistent therewith.

       


      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      (k)        The
        undersigned understands that no established public trading market now exists
        for
        any of the securities issued by the Company and that there can be no assurance
        that a public market will ever exist for the Warrant Shares.

      


      


      


      Date:
        ________________20__

      
        	 	
                ___________________________

              
	 	
                Name
                  of Holder

              
	 	 
	 	
                ___________________________

              
	 	
                Signature

              
	 	 
	 	
                ___________________________

              
	 	
                Address

              
	 	
                ___________________________

              
	 	 
	 	
                ___________________________

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      EXHIBIT
        B

      TO

      UNIT
        WARRANT CERTIFICATE

      


      NOTICE
        OF EXERCISE

      


      


      
        	
                To:

              	
                Piedmont
                  Mining Company, Inc.

              


      

      18124
        Wedge Parkway, #214

      Reno,
        NV  89511

      Attn:
        Robert M. Shields Jr., CEO

      


      The
        undersigned hereby irrevocably elects to exercise, pursuant to Section 2
        of the
        Unit Warrant Certificate accompanying this Notice of Exercise, to purchase
        ________________ Units of Piedmont Mining Company, Inc., a North Carolina
        corporation (the “Units”), in accordance with the terms of the Unit Warrant
        Certificate, including but not limited to, the investor representations and
        warranties made below, and herewith makes payment of the Purchase Price of
        such
        Units in full.

      


      In
        connection to this Notice of Exercise the undersigned hereby represents and
        warrants to the Company as follows:

      


      (a)        The
        undersigned represents that the Units to be received will be acquired for
        investment for its own account, not as a nominee or agent, and not with a
        view
        to the sale or distribution of any part thereof, and that it has no present
        intention of securing, granting any participation in or otherwise distributing
        the same.  The undersigned further represents that it does not have
        any contract, undertaking, agreement or arrangement with any person to sell,
        transfer or grant participation to such person or to any third person, with
        respect to any of the Units.

       

      (b)        The
        undersigned is fully aware of: (1) the highly speculative nature of the
        investment in the Units; (2) the financial hazards involved; (3) the lack
        of
        liquidity of the Units and the restrictions on transferability of the Units;
        and
        (4) the qualifications and backgrounds of the management of the
        Company.

       

      (c)        The
        undersigned understands and acknowledges that the offering of the Units has
        not
        and will not be registered under the Securities Act of 1933, as amended (the
        “Securities Act”) on the ground that the sale and the issuance of securities
        hereunder is exempt pursuant to Section 4(2) of the Securities Act, and that
        the
        Company’s reliance on such exemption is predicated on the undersigned’s
        representations set forth herein.

       

      (d)        At
        no time was the undersigned presented with or solicited by any publicly issued
        or circulated newspaper, mail, radio, television or other form of general
        advertising or solicitation in connection with the offer, sale and purchase
        of
        the Units.

       

      (e)        The
        certificates for the Units will bear one or more restrictive legends determined
        by counsel to the Company to be necessary or appropriate in order to comply
        with
        federal or state securities law or to secure or protect any applicable
        exemptions from registration or qualification.

       


      
        
           

        

        
          B-1

          
            

          

        

        
           

        

      


      (f)      The
        undersigned represents that it is experienced in evaluating development stage
        companies such as the Company, is able to fend for itself in transactions,
        has
        such knowledge and experience in financial and business matters that it is
        capable of evaluating the merits and risks of its prospective investment
        in the
        Company, and has the ability to bear the economic risks of the
        investment.

       

      (g)     The
        undersigned acknowledges and understands that the Units, must be held
        indefinitely unless they are subsequently registered under the Securities
        Act or
        an exemption from such registration is available, and that the Company is
        under
        no obligation to register the Units, or any underlying securities
        thereof.

       

      (h)     The
        undersigned acknowledges that it has been advised or is aware of the provisions
        of Rule 144 promulgated under the Securities Act, which permits limited public
        resales of securities acquired in a non-public offering, subject to the
        satisfaction of certain conditions.  The undersigned understands that
        before the Units may be sold under Rule 144, the following conditions must
        be
        fulfilled, except as otherwise described below: (1) certain public
        information about the Company must be available, (2) the sale must occur
        at
        least one year after the later of the date the Units were sold by the Company
        or
        the date they were sold by an affiliate of the Company, (3) the sale must
        be
        made in a broker’s transaction or in a transaction directly with a market maker,
        and (4) the number of Units sold must not exceed certain volume
        limitations.  If, however, the sale occurs at least two years after
        the Units were sold by the Company or an affiliate of the Company, and if
        the
        undersigned is not an affiliate of the Company, the foregoing conditions
        will
        not apply.  

       

      (i)      The
        undersigned acknowledges that in the event the applicable requirements of
        Rule
        144 are not met, registration under the Securities Act or compliance with
        another exemption from registration will be required for any disposition
        of its
        stock.  The undersigned understands that although Rule 144 is not
        exclusive, the Securities and Exchange  Commission has expressed its
        opinion that persons proposing to sell restricted securities received in
        a
        private offering other than in a registered offering or pursuant to Rule
        144
        will have a substantial burden of proof in establishing that an exemption
        from
        registration is available for such offers or sales and that such persons
        and the
        brokers who participate in the transactions do so at their own
        risk.

       

      (j)      The
        undersigned covenants that, in the absence of an effective registration
        statement covering the Units or any underlying securities thereof, it will
        sell,
        transfer, or otherwise dispose of the Units only in a manner consistent with
        its
        representations and covenants set forth herein.  In connection
        therewith the undersigned acknowledges that the Company shall make a notation
        on
        its stock books regarding the restrictions on transfer set forth herein and
        shall transfer shares on the books of the Company only to the extent not
        inconsistent therewith.

       

      


       


      
        
           

        

        
          B-2

          
            

          

        

        
           

        

      


      (k)           The
        undersigned understands that no established public trading market now exists
        for
        any of the securities issued by the Company and that there can be no assurance
        that a public market will ever exist for the Units or any of the underlying
        securities thereof.

      


      


      
        Date:
          ________________20__

        
          	 	
                  ___________________________

                
	 	
                  Name
                    of Holder

                
	 	 
	 	
                  ___________________________

                
	 	
                  Signature

                
	 	 
	 	
                  ___________________________

                
	 	
                  Address

                
	 	
                  ___________________________

                
	 	 
	 	
                  ___________________________

                


        

        


        

 

      

      


      


      


      


      


      


      


      


      


      


      


      


       

       

       

       

      
 
B-3