ex4_2.htm


    
      

    

    Exhibit
4.2

    
      Consulting
Agreement dated June 1st 2007
(Hunter M.A. Carr)

      
        
          

        

      

    

    CONSULTING
AGREEMENT

    


    1.
Parties.

    


    1.1. This
Consulting Agreement (this “Agreement”) is made and entered into effective as of
the 1st day of
June, 2007, by and between The Mint Leasing, Inc., 323 North Loop W, Houston,
Texas 77008, a Nevada corporation (the “Company”), and Hunter M. A. Carr, a
natural person and resident of Texas (the “Consultant”).

    


    2.
Recitals.

    


    2.1. This
Agreement is made with reference to the following facts and circumstances. (a)
The Company wishes to engage the services of the Consultant to advise and
consult with the Company on certain business and financial matters as set forth
in this Agreement. (b) The Consultant is willing to accept such engagement, on
the terms set forth in this Agreement.

    


    2.2. In
consideration of the premises, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Company and the Consultant
agree as follows.

    


    3.
Engagement.

    


    3.1. The
Company hereby engages the services of the Consultant, as an independent
contractor, for a period of one year beginning on the date hereof, and ending
one year from and after the date hereof (the “Term”), and the Consultant hereby
accepts such engagement, for the purposes set forth in section 3.2.
below.

    


    3.2. The
scope of the services to be rendered by the Consultant to the Company are
limited to the following:

    


    (a) The
Consultant shall, from time to time as the Company may request, advise and
consult with the Company’s board of directors and executive officers regarding
(i) the Company’s merger and acquisition strategies, including the evaluation of
targets and the structuring of transactions; (ii) the Company’s investor
relations; and (iii) the Company’s business development activities, including
major geographic and service expansion plans.

    


    (b) The
Consultant shall devote such time to this engagement as is reasonably necessary,
but the Consultant need not devote his full time or attention to the engagement.
The Company recognizes that the Consultant has numerous clients and engagements,
and that this engagement is not exclusive.

    


    (c) The
services need not be rendered at the Company’s offices and may be rendered by
telephonic communication; provided, however, that upon the Company’s request and
reasonable notice, the Consultant will attend meetings of the Company’s board of
directors and executive officers for the purpose of advising and consulting with
them with respect to matters within the scope of this
engagement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)
Anything in this Agreement to the contrary notwithstanding, the services
rendered by the Consultant under this Agreement shall not include any services
in connection with the offer or sale of securities and will not directly or
indirectly promote or maintain a market for the Company’s
securities.

    


    4.
The Consultant’s Fees and Expenses.

    


    4.1. The
Company shall pay the Consultant as a fee for his services under this Agreement
(the “Consulting Fee”) warrants to purchase up to 1,050,000 shares of the
Company’s common stock at the following strike price per share:

    (a)  350,000
shares at $.10 price per share, which shall be deemed to be fully earned upon
execution of this Agreement.

    (b)  200,000
shares at $.50 price per share, which shall be deemed to be fully earned upon
execution of this Agreement.

    (c)
200,000 shares at $1.00 price per share, which shall be deemed to be fully
earned upon execution of this Agreement.

    (d)
150,000 shares at $1.50 price per share, which shall be deemed to be fully
earned upon execution of this Agreement.

    (e)
150,000 shares at $2.00 price per share, which shall be deemed to be fully
earned upon execution of this Agreement.

    


    It is
understood that these warrants may be cashless upon conversion, at the sole
discretion of the warrantholder.

    


    4.2. The
Company shall cause the warrants to be issued to the Consultant, and the stock
issuable upon exercise thereof, to be registered under the Securities Act of
1933, as amended, pursuant to an effective registration statement on an amended
form SB-2, or other appropriate form, at a reasonable time requested by
Consultants. The issuance of certificates representing the warrants to the
Consultant pursuant to the Warrant Agreement attached hereto as Exhibit
A.

    


    4.3. The
warrants delivered to the Consultant for his services under this Agreement shall
include the Consultant’s costs and expenses incurred in the performance of this
Agreement, including travel, lodging, meals and legal fees.

    


    4.4. The
Company will be responsible for approved expenses, including, but not limited to
travel, advertising, marketing, etc.

    


    5. Confidential
Information.

    


    5.1. The
parties hereto recognize that a major need of the Company is to preserve its
specialized knowledge, trade secrets, and confidential information. The strength
and good will of the Company is derived from the specialized knowledge, trade
secrets, and confidential information generated from experience with the
activities undertaken by the Company and its subsidiaries. The disclosure of
this information and knowledge to competitors would be beneficial to them and
detrimental to the Company, as would the disclosure of information about the
marketing practices, pricing practices, costs, profit margins, design
specifications, analytical techniques, and similar items of the Company and its
subsidiaries. By reason of his being a Consultant to the Company, Consultant has
or will have access to, and will obtain, specialized knowledge, trade secrets
and confidential information about the Company’s operations and the operations
of its subsidiaries, which operations extend through the United States.
Therefore, Consultant recognizes that the Company is relying on these agreements
in entering into this Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.2
During and after the Term, Consultant will not use, disclose to others, or
publish any inventions or any confidential business information about the
affairs of the Company, including but not limited to confidential information
concerning the Company’s products, methods, engineering designs and standards,
analytical techniques, technical information, customer information, employee
information, and other confidential information acquired by him in the course of
his past or future services for the Company. Consultant agrees to hold as the
Company’s property all memoranda, books, papers, letters, formulas and other
data, and all copies thereof and therefrom, in any way relating to the Company’s
business and affairs, whether made by him or otherwise coming into his
possession, and on termination of his employment, or on demand of the Company,
at any time, to deliver the same to the Company within twenty four hours of such
termination or demand.

    


    5.3
During the Term Consultant will not induce any employee of the Company to leave
the Company’s employ or hire any such employee (unless the Board of Directors of
the Company shall have authorized such employment and the Company shall have
consented thereto in writing).

    


    6.
Arbitration of Disputes, Litigation Expenses.

    


    6.1. Any
controversy or claim arising out of or relating to any acts or omissions of
either party hereto or any of the Company’s officers, directors, agents,
affiliates, associates, employees or controlling persons shall be settled by
binding arbitration under the Federal Arbitration Act in accordance with the
commercial arbitration rules of the American Arbitration Association. Within 15
days after the commencement of arbitration, each party shall select one person
to act as arbitrator and the two selected shall select a third arbitrator within
10 days of their appointment. If the arbitrators selected by the parties are
unable or fail to agree upon the third arbitrator, the third arbitrator shall be
selected by the American Arbitration Association. In such arbitration
proceedings, the parties shall be entitled to any and all remedies that would be
available in the absence of this Section and the arbitrators, in rendering their
decision, shall follow the substantive laws that would otherwise be applicable.
The arbitration of any dispute pursuant to this Section shall be held in
Houston, Texas. Judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction

    


    6.2. In
the event of any litigation or other proceeding between the Company and the
Consultant with respect to the subject matter of this Agreement and the
enforcement of the rights hereunder, the losing party shall reimburse the
prevailing party for all of his/its reasonable costs and expenses, as well as
any forum fees, relating to such litigation or other proceeding, including,
without limitation, his/its reasonable attorneys’ fees and expenses, provided
that such litigation or proceeding results in a (a) final settlement
requiring  payment to the prevailing party; or (b) final
judgment.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.
Miscellaneous.

    


    7.1.
Relationship. The
relationship between the Company and the Consultant created by this Agreement is
that of independent contractors. Consultant understands and agrees that (i)
Consultant will not be treated as an employee of the Company for federal tax
purposes; (ii) Company will not withhold on behalf of Consultant pursuant to
this Agreement any sums for income tax, unemployment insurance, social security,
or any other withholding pursuant to any law or requirement of any governmental
body relating to Consultant; (iii) all of such payments, withholdings, and
benefits, if any, are the sole responsibility of Consultant; and (iv) Consultant
will indemnify and hold Company harmless from any and all loss or liability
arising with respect to such payments, withholdings, and benefits, if any. In
the event the Internal Revenue Service or any other governmental agency should
question or challenge the independent contractor status of Consultant, the
parties agree that Consultant and Company shall have the right to participate in
any discussion or negotiation occurring with such agency or agencies,
irrespective of who initiates the discussion or negotiations. The services to be
rendered by the Consultant pursuant to this Agreement do not include the
services or activities of an “investment adviser,” as that term is defined by
U.S. federal or state laws and, in performing services under this Agreement, the
Consultant shall not be deemed to be an investment adviser under such
laws.

    


    7.2.
Indemnity. The Company
hereby agrees to defend, indemnify, and hold the Consultant, and his employees,
agents, partners and affiliates harmless from and against any and all claims,
damages, judgments, penalties, costs, and expenses (including attorney fees and
court costs now or hereafter arising from the enforcement of this clause)
arising directly or indirectly from the activities of the Consultant or any of
his employees, agents, partners or affiliates under this Agreement, or from the
activities of the Company or any of its shareholders, officers, directors,
employees, agents, partners or affiliates, whether such claims are asserted by
any governmental agency or any other person. This indemnity shall survive
termination of this Agreement.

    


    7.3.
Advertisement. The
Company agrees that the Consultant has the right to place advertisements in
financial and other newspapers and journals at his own expense describing his
services to the Company.

    


    7.4.
Notices. Any notice or
other communication required or permitted to be given shall be in writing and
shall be mailed by certified mail, return receipt requested (or by the most
nearly comparable method if mailed from or to a location outside of the United
States), or delivered against receipt to the party to whom it is to be given at
the address of such party set forth in the preamble to this Agreement (or to
such other address as the party shall have furnished in writing in accordance
with the provisions of this Section). Any notice given to any corporate party
shall be addressed to the attention of the Corporation Secretary. Any notice of
other communication given by certified mail (or by such comparable method) shall
be deemed given at the time of certification thereof (or comparable act), except
for a notice changing a party’s address which will be deemed given at the time
of receipt thereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.5.
Survival of
Obligations. The obligations of the parties under Sections 6, 7.1 and 7.2
of this Agreement shall survive the termination for any reason of this Agreement
(whether such termination is by the Company, by the Consultant, upon the
expiration of this Agreement or otherwise).

    


    7.6.
Severability. In case
any one or more of the provisions or part of the provision contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect in any jurisdiction, such invalidity, illegality or
unenforceability shall be deemed not to affect any other jurisdiction or any
other provision or part of a provision of this Agreement, but this Agreement
shall be reformed and construed in such jurisdiction as if such provision or
part of a provision held to be invalid or illegal or unenforceable had never
been contained herein and such provision or part reformed so that it would be
valid, legal and enforceable in such jurisdiction to the maximum extent
possible. In furtherance and not in limitation of the foregoing, the Company and
Consultant each intend that the covenants contained in Section 5 shall be deemed
to be a series of separate covenants, one for each and every other state,
territory or jurisdiction of the United States and any foreign country set forth
therein. If, in any judicial proceeding, a court shall refuse to enforce any of
such separate covenants, then such covenants shall be deemed eliminated from the
provisions hereof for the purpose of such proceedings to the extent necessary to
permit the remaining separate covenants to be enforced in such proceedings. If,
in any judicial proceeding, a court shall refuse to enforce any one or more of
such separate covenants because the total time thereof is deemed to be excessive
or unreasonable, then it is the intent of the parties hereto that such
covenants, which would otherwise be unenforceable due to such excessive or
unreasonable period of time, be enforced for such lesser period of time as shall
be deemed reasonable and not excessive by such court.

    


    7.7.
Entire Agreement,
Amendment. This Agreement contains the entire agreement between the
Company and the Consultant with respect to the subject matter thereof.
Consultant acknowledges that he neither holds any right, warrant or option to
acquire securities of the company, nor has the right to any such rights,
warrants or options, except pursuant to this Agreement. This Agreement may not
be amended, waived, changed, modified or discharged except by an instrument in
writing executed by or on behalf of the party against whom any amendment,
waiver, change, modification or discharge is sought.

    


    7.8.
Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Texas; provided, however, if any provision of this Agreement is
unenforceable under Texas law, but is enforceable under the laws of the State of
Nevada, then Nevada shall govern the construction and enforcement of that
provision. The courts of the State of Texas shall have exclusive jurisdiction
for any action arising out of or related to this Agreement.

    


    7.9 Counterparts. This Agreement
may be executed in two or more counterparts, each of which will be deemed an
original and together will constitute one and the same Agreement, with one
counterpart being delivered to each party hereto and the original being may a
part of the corporate records.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [signatures
on following page]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Agreement, effective as of the
date first above written.

    


    The
Consultant:

    


    


    
      	
              /s/ Hunter M.A. Carr

            	 
      
	
              Hunter
      M. A. Carr

            	 
      
	 
      	 
      	 
      
	
              Date signed

            	 
      	 
      


    

    


    


    


    The
Company:

    


    The Mint
Leasing, Inc.

    


    


    
      	
              By

            	
              /s/ Jerry Parish

            	 
      
	 
      	
              Printed
      Name: Jerry Parish

            	 
      
	 
      	
              Title:President

            	 
      


    

    


    
      	
              Date
      signed

            	 
      	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    WARRANT
AGREEMENT

    


    THIS
WARRANT AGREEMENT, dated as of the 1st  day
of June, 2007, is entered into by and between The Mint Leasing, Inc. (the
“Company”), and Hunter M. A. Carr, as warrant agent (the “Warrant
Agent”).

    


    


    W I T N E S S E T
H:

    


    WHEREAS,
the Company has authorized the issuance of 1,050,000 warrants (the “Warrants”)
in connection with certain consulting agreements;

    


    WHEREAS,
the Warrants are issued pursuant to the Company’s Strategic Plan, approved by
the board of directors;

    


    WHEREAS,
the Company desires to provide for the issuance of certificates representing the
Warrants; and

    


    WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to act in connection with the issuance, registration,
transfer and exchange of Warrants and the exercise of the Warrants.

    


    NOW,
THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth and for the purpose of defining the terms and provisions
of the Warrants and the respective rights and obligations hereunder of the
Company, the Registered Holders of Warrants, and the Warrant Agent, the parties
hereto agree as follows:

    


    


    SECTION
1

    DEFINITIONS

    


    In
addition to those terms defined above, as used herein, the following terms shall
have the following meanings, unless the context shall otherwise
require:

    


    “Corporate Office” The office
of the Warrant Agent (or its successor) at which its principal business shall be
administered, which office is located at the date hereof at

    
      	
              .

            


    

    


    “Exercise Date” As to any
Warrant, the date on which the Warrant Agent shall have received both (i) the
Warrant Certificate representing such Warrant, with the notice of exercise form
therefor duly executed by the Registered Holder thereof or his duly authorized
attorney (in writing), and (ii) instructions for delivery as provided in
paragraph 4.2.

    


    “Exercise Price” The dollar
amount to be paid for one fully paid and nonassessable Share, as set forth in
the Warrant Certificate, subject to adjustment in the events specified in
Section 8.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Expiration Date” The
Expiration Date of the Warrants shall be 5:00 p.m. (New York time) or the
earlier of (i)(A) the date which is the last day of the 5 year period commencing
on the Initial Warrant Exercise Date, or (B) such later date as the Company may
at its option determine; or (ii) the Redemption Date as defined in Section 9
hereof.  If such Expiration Date shall be a holiday in the State of
New York or shall be a day on which banks are authorized to close in New York,
then Expiration Date shall mean 5:00 p.m. (New York time) on the next following
day that in the State of New York is not a holiday or a day on which banks are
authorized to close.

    


    “Initial Warrant Exercise
Date” The date of this Agreement.

    


    “Purchase Price” The dollar
amount derived by multiplying the Exercise Price by the number of Shares
issuable upon the exercise.

    


    “Registered Holder” The person
in whose name any certificate representing Warrants shall be registered on the
books maintained by the Warrant Agent pursuant to Section 6.

    


    “Settlement Date” The third
business day following delivery of the Shares in accordance with the
instructions contained in the notice of exercise form, free and clear of any
legend, restriction or stop order.  Electronic delivery shall be for
the account specified in the notice of exercise form.  Certificates
shall be registered in the name specified in the notice of exercise
form.

    


    “Shares” The shares of the
Company’s common stock, $.001 par value, or any security into which the
Company’s common stock, $.001 par value, is converted or exchanged (the “Common
Stock”), issuable upon exercise of the Warrants.

    


    “Stock” The shares of the
Company’s capital stock of any class, whether now or thereafter authorized, that
has the right to participate in the distribution of earnings and assets of the
Company without limit as to amount or percentage.

    


    


    SECTION
2

    WARRANTS
AND ISSUANCE OF WARRANTS

    


    
      	
              2.1.

            	
              Warrant

            


    

    


    Each
Warrant shall entitle the Registered Holder of the Warrant representing such
Warrant to purchase one Share upon the exercise thereof, subject to modification
and adjustment as provided in Section 8.

    


    
      	
              2.2.

            	
              Execution
      of Warrants

            


    

    


    Upon
execution of this Agreement, certificates representing warrants to purchase an
aggregate of 1,050,000 shares shall be executed by the Company and delivered to
the Warrant Agent.  At its request, additional Warrant Certificates
shall be executed by the Company and delivered to the Warrant
Agent.  After certificates representing an aggregate of such number of
Shares as shall be required in connection with the distribution of the Warrants,
shall have been duly countersigned by the Company (or by the Transfer Agent, if
one then be acting) and upon written order of the Company signed by its
President and by its Secretary, the Warrants shall be countersigned, issued, and
delivered by the Warrant Agent.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              2.3.

            	
              Delivery
      of Additional Warrants

            


    

    


    From time
to time, up to the Expiration Date, the Company (or the Transfer Agent if then
acting) shall countersign and deliver stock certificates in required whole
number denominations upon the exercise of Warrants in accordance with this
Agreement.  From time to time, up to the Expiration Date, the Warrant
Agent shall countersign and deliver Warrants in required whole number
denominations to the persons entitled thereto in connection with any transfer or
exchange permitted under this Agreement.  No Warrants shall be issued
except (i) those initially issued hereunder, (ii) those issued on or after the
Initial Warrant Exercise Date, upon the exercise of any Warrants pursuant to
Section 4, to evidence any unexercised Warrants held by the exercising
Registered Holder, (iii) those issued upon any transfer or exchange pursuant to
Section 6, and (iv) those issued pursuant to Section 7.

    


    


    SECTION
3

    FORM
AND EXECUTION OF WARRANT CERTIFICATES

    


    
      	
              3.1.

            	
              Form
      of Warrants

            


    

    


    The
Warrants shall be substantially in the form annexed hereto as Exhibit “A” (the
provisions of which are hereby incorporated herein) and may have such letters,
numbers, or other marks of identification or designation and such legends,
summaries, or endorsements printed, lithographed, or engraved thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Agreement, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Warrants may be listed, or to conform to
usage.  The Warrants shall be dated the date of issuance thereof
(whether upon initial issuance, transfer, exchange or in lieu of mutilated,
lost, stolen or destroyed Warrants).  The Warrants shall be numbered
serially.

    


    
      	
              3.2.

            	
              Validity
      of Signatures

            


    

    


    Warrants
shall be executed on behalf of the Company by its President and by its
Secretary, by manual signatures or by facsimile signatures printed thereon, and
shall have imprinted thereon a facsimile of the Company’s
seal.  Warrants shall be manually countersigned by the Warrant Agent
and shall not be valid for any purpose unless so countersigned.  In
case any officer of the Company who signed a Warrant ceases to be such officer
of the Company before issuance of such Warrant, or before countersignature by
the Warrant Agent and issuance and delivery thereof, such Warrant may
nevertheless be countersigned by the Warrant Agent, and issued and delivered
with the same force and effect as though the person who signed such Warrant had
not ceased to be such officer of the Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
4

    EXERCISE

    


    
      	
              4.1.

            	
              Exercise
      Procedures

            


    

    


    Each
Warrant may be exercised at any time on or after the Initial Warrant Exercise
Date, but not after the Expiration Date, as appropriate, upon the terms and
subject to the conditions set forth herein and in the applicable
Warrant.  A Warrant shall be deemed to have been exercised immediately
prior to the close of business on the Exercise Date, and the person entitled to
receive the Shares deliverable upon such exercise shall be treated for all
purposes as the Registered Holder thereof with respect to such number of Shares
as shall equal the aggregate number of full Shares issuable upon such
exercise.  As soon as practicable on or after the Exercise Date, and
in conformity with usual practices respecting such conduct, the Warrant Agent
(on behalf of the Company) shall cause to be issued and delivered to or for the
account of the person designated by the Registered Holder in the notice of
exercise a certificate or certificates for the Shares deliverable upon such
exercise free and clear of any legend, restriction or stop order.  The
certificate or certificates shall be registered in the name specified in the
notice of exercise, in proper form for transfer.

    


    
      	
              4.2

            	
              Payment
      of Purchase Price

            


    

    


    Upon the
exercise of any Warrant, the Warrant Agent shall promptly notify the Company in
writing of such fact and of the number of Shares delivered upon such exercise,
and shall promptly either (i) make payment to the Company the dollar amount of
the Purchase Price in the manner specified by the Company in writing to the
Warrant Agent, or (ii) provide instructions for such payment against delivery of
the. Shares.  The Purchase Price shall be, derived by multiplying the
Exercise Price by the number of Shares issuable upon the exercise and shall be
paid on or before the Settlement Date by certified or bank check, bank or
federal reserve wire transfer as specified in written instructions from the
Company to the Registered Holder.  In the event the Company does not
specify the method of payment, payment shall be by bank check deposited on the
Settlement Date with a commercial carrier for overnight delivery to the Company
at the address specified in Section 12 of this Agreement.

    


    
      	
              4.3

            	
              Limitation
      on Right and Power to Exercise.

            


    

     

    Any
provision in the Warrant, this Agreement or any other document to the contrary
not withstanding, the Registered Holder shall not have the right or power to
exercise this warrant, either in whole or in part, if, and any attempt to do so
shall be void, after having given effect to such exercise, the Registered Holder
shall be or shall be deemed to be the beneficial owner of 5% or more of the then
outstanding Common Stock within the meaning or for the purposes of Section 13(d)
or 13(g) of the U.S. Securities Exchange Act of 1934, as amended, or as the term
“beneficial owner” is defined in Rule 13d-3 of the U.S. Securities and Exchange
Commission or otherwise. Any attempt to exercise the Warrant shall also be
ineffective to the extent that the Company does not have sufficient authorized,
unissued and unreserved Common Stock to issue the Shares.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              4.4.

            	
              No
      Fractional Shares

            


    

    


    Notwithstanding
that the number of Shares purchasable upon the exercise of a Warrant is adjusted
pursuant to Section 8 of this Agreement, the Company shall nonetheless not be
required to issue fractions of Shares upon exercise of the Warrants or to
distribute Shares certificates that evidence fractional Shares.  In
lieu of fractional Shares, there shall be returned to exercising Registered
Holders of the Warrants upon such exercise an amount in cash, in United States
dollars, equal to the amount in excess of that required to purchase the largest
number of full Shares.

    


    The
Registered Holder of a Warrant by the acceptance thereof expressly waives his
right to receive any fractional Warrant or any fractional Shares upon exercise
of a Warrant.

    


    
      	
              4.5.

            	
              Partial
      Exercise

            


    

    


    In case
the Registered Holder of any Warrant shall exercise fewer than all of the
Warrants evidenced thereby, a new Warrant evidencing Warrants equivalent to the
Warrants remaining unexercised shall be issued by the Warrant Agent to the
Registered Holder of such Warrant or to his duly authorized assign, subject to
the provisions of this Agreement.

    


    


    SECTION
5

    RESERVATION
OF SHARES; LISTING; PAYMENT OF TAXES

    


    
      	
              5.1.

            	
              Reservation
      of Shares

            


    

    


    The
Company covenants that it will at all times reserve and keep available out of
its authorized Shares, solely for the purpose of issuance upon exercise of
Warrants, such number of Shares as shall then be issuable upon the exercise of
all outstanding Warrants.  The Company covenants that all Shares that
shall be issuable upon exercise of the Warrants shall be free and clear of any
legend, restriction or stop order, duly and validly issued, fully paid and
nonassessable and free from all taxes, liens, and charges with respect to the
issue thereof, and that upon issuance the Company shall use its best efforts to
cause such Shares to be listed on each national securities exchange, if any, on
which the Company’s outstanding Stock is then listed.

    


    
      	
              5.2.

            	
              Governmental
      Approvals

            


    

    


    If the
Shares reserved under this Section require qualification or registration with or
approval of any governmental authority, federal or state, before such securities
may be validly issued or delivered pursuant to such exercise, the Company
covenants that it will, in good faith, endeavor to secure such registration or
qualification or approval; provided, however, that the Company shall not be
required to issue Shares to any person, pursuant to exercise of the Warrants,
who shall be resident in any state in which such exercise would be unlawful or
if such qualification, registration or approval shall require the Company to
file a general consent of service of process or qualify to do business as a
foreign corporation in such state.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              5.3.

            	
              Payment
      of Taxes

            


    

    


    The
Company shall pay all documentary, stamp, or similar taxes and other
governmental charges that may be imposed with respect to the issuance of
Warrants, or the issuance or delivery of any Shares upon exercise of the
Warrants, provided, however, that if Shares are to be delivered in a name other
than the name of the Registered Holder of the Warrant representing any Warrant
being exercised, then no such delivery shall be made unless the person
requesting the same has paid to the Warrant Agent the amount of transfer taxes
or charges incident thereto, if any.

    


    
      	
              5.4.

            	
              Requisition
      of Shares

            


    

    


    The
Warrant Agent is hereby irrevocably authorized by the Company to requisition,
from time to time, certificates representing Shares required to be delivered
upon exercise of the Warrants.

    


    


    SECTION
6

    EXCHANGE
AND REGISTRATION OF TRANSFER

    


    
      	
              6.1.

            	
              Exchanges
      and Transfers

            


    

    


    Warrants
may be exchanged for other Warrants representing an equal aggregate number of
Warrants or may be transferred, in whole or part, under the terms of this
Agreement.  Warrants to be exchanged shall be surrendered to the
Warrant Agent at its Corporate Office, and the Company shall execute and the
Warrant Agent shall countersign, issue and deliver in exchange therefor the
Warrant or Warrants that the Registered Holder making the exchange shall be
entitled to receive.

    


    
      	
              6.2.

            	
              Books
      and Records

            


    

    


    The
Warrant Agent shall keep at such office books and records in which it shall
register Warrants and the transfer thereof.  Upon due presentment at
such office of any Warrant for registration of transfer, the Company shall
execute and the Warrant Agent shall issue and deliver to the transferee(s) a new
Warrant or Warrants representing an equal aggregate number of
Warrants.

    


    
      	
              6.3.

            	
              Procedures
      of Transfers, etc.

            


    

    


    With
respect to all Warrants presented for registration of transfer, or for exchange
or exercise, the subscription form on the reverse thereof shall be duly
endorsed, or be accompanied by a written instrument or instruments of transfer
and subscription, in form satisfactory to the Company and the Warrant
Agent.  Such documentation shall be duly executed by the Registered
Holder or his duly authorized attorney.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
Company may require payment by the Registered Holders of Warrants of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with exchange or registration of transfer of Warrants.

    


    All
Warrants so surrendered for exchange or transfer shall be promptly canceled by
the Warrant Agent in accordance with previous instructions pertaining to the
Company’s Shares.

    


    
      	
              6.4.

            	
              Registered
      Holders

            


    

    


    Prior to
due presentment for registration of transfer, the Company and the Warrant Agent
may deem and treat the Registered Holder of any Warrant as the absolute owner
thereof and of each Warrant represented thereby, for all purposes
(notwithstanding any notations of ownership or writing thereon made by anyone
other than the Company or the Warrant Agent), and shall not be affected by any
notice to the contrary.

    


    


    SECTION
7

    LOSS
OR MUTILATION

    


    Upon
receipt by the Company and the Warrant Agent of satisfactory evidence of the
ownership of and the loss, theft, destruction, or mutilation of any Warrant, and
(i) in the case of loss, theft or destruction, upon receipt by the Company and
the Warrant Agent of indemnity satisfactory to them, or (ii) in the case of
mutilation, upon surrender and cancellation upon receipt of such Warrant, the
Company shall execute and the Warrant Agent shall countersign and deliver in
lieu thereof a new Warrant representing an equal aggregate number of
warrants.  Applicants for a substitute Warrant shall comply with such
other reasonable regulations and pay such other reasonable charges as the
Warrant Agent may prescribe.

    


    


    SECTION
8

    ADJUSTMENT
OF EXERCISE PRICE

    AND

    NUMBER
OF SHARES DELIVERABLE

    


    
      	
              8.1.

            	
              Adjustment
      Events

            


    

    


    The
Exercise Price and the number of shares (and, in certain events, the class or
classes of capital stock of the Company) purchased upon the exercise of each
Warrant are each, respectively, subject to adjustment from time to time as
hereinafter provided prior to the expiration of any Warrant by its exercise or
by its terms, in case any one or more of the events and referred to described
below shall occur at any time or from time to time; that is to say, if the
Company shall:

    


    (i)        
    issue any shares of its Common Stock as a dividend or
subdivide its outstanding shares of Common Stock into a greater number of shares
then, in either of such cases, the then applicable purchase price per share of
the shares of Common Stock purchasable pursuant to each Warrant in effect at the
time of such action shall be proportionately reduced and the number of shares at
that time purchasable pursuant to each Warrant shall be proportionately
increased; or,


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (ii)       
    combine its outstanding shares of Common Stock into a
smaller number of such shares, or reclassify its shares of Common Stock into a
lesser number of any shares of its capital stock, then, in such case, neither
the then applicable purchase price per share of the shares of Common Stock
purchasable pursuant to each Warrant in effect at the time of such action nor
the number of shares of Common Stock at that time purchasable pursuant to each
Warrant will be proportionately decreased; or

    


    (iii)           issue
by reclassification of its shares of Common Stock, into an equal or greater
number of shares of any of its capital stock, then, as a condition of such
recapitalization, lawful and adequate provision shall be made whereby the
Registered Holder of each Warrant shall have, immediately after the effective
date of any such reclassification, the right to purchase, upon the basis and on
the terms and conditions specified herein, in lieu of the shares of Common Stock
of the Company theretofore purchasable upon the exercise of each Warrant, such
shares of stock or other securities as may be issued or payable with respect to,
or in exchange for the number of shares of Common Stock of the Corporation
theretofore purchasable upon the exercise of each Warrant, had such
recapitalization not taken place; and in any such event, the rights of the
Warrant Registered Holder to any adjustment in the number of shares of Common
Stock purchasable upon the exercise of each Warrant, as hereinbefore provided,
shall continue and be preserved in respect of any stock or other securities
which the Warrant holder becomes entitled to purchase.  If after an
adjustment the Registered Holder of a Warrant upon exercise of it may receive
shares of two or more classes of capital stock of the Company, the Board of
Directors shall in good faith determine the allocation of the adjusted Exercise
Price between or among the classes of capital stock.  After such
allocation, that portion of the Exercise Price applicable to each share of each
such class of capital stock shall thereafter be subject to adjustment on terms
comparable to those applicable to Common Stock in this
Agreement.  Notwithstanding the allocation of the Exercise Price
between or among shares of capital stock as provided by this Section 8, a
Warrant may only be exercised in full by payment of the entire Exercise Price
currently in effect; or

    


    (iv)           merge
or consolidate with or into another corporation or sell or convey to another
corporation, all or substantially all of the Company’s assets, then, as a
condition of such consolidation, merger, sale or conveyance, the Company, or
such successor or purchasing corporation, as the case may be, shall make lawful
and adequate provision whereby the Registered Holder of each Warrant then
outstanding shall receive, on exercise of such Warrant, the kind and amount of
securities and property receivable upon such change, consolidation, merger, sale
or conveyance by a Registered Holder of the number of securities issuable upon
exercise of such Warrant immediately prior to such consolidation, merger, sale
or conveyance but after giving effect to any reduction in the number of shares
of the Company’s Common Stock resulting from such change, consolidation, merger,
sale or conveyance, and shall forthwith file at the Corporation Office of the
Warrant Agent a statement signed by its Chairman of the Board or President and
by its Secretary or an Assistant Secretary evidencing such
provisions.  Such provisions shall include provision for adjustments
that shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 8; or.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (v)      
     take a record of the holders of its Common Stock
for the purpose of entitling them to purchase shares of its Common Stock at a
price per share below the current market price (as defined below) per share of
its Common Stock at the date of taking such record, then, the number of shares
of Common Stock purchasable pursuant to this Warrant shall be adjusted by
multiplying (a) the number of shares of Common Stock which the Registered Holder
hereof was entitled to receive immediately prior to such adjustment (taking into
account fractional interests to the nearest 1000th of a share) by (b) a
fraction, the numerator of which is the number of shares of the Common Stock of
the Corporation outstanding (excluding the shares owned by the Corporation)
immediately prior to the taking of such record plus the number of additional
shares offered for purchase, and the denominator of which is the number of
shares of Common Stock of the Corporation outstanding (excluding shares owned by
the Corporation) immediately prior to the taking of such record plus the number
of shares which the aggregate offering price of the total number of additional
shares so offered could purchase at such current market price and the price per
share shall be that number determined by multiplying (a) the price per share in
effect immediately prior to the taking of such record by (b) a fraction, the
numerator of which is the number of shares purchasable hereunder immediately
prior to taking of such record and the denominator of which is the number of
shares purchasable hereunder immediately after the taking of such record;
or

    


    (vi)           enter
into a binding agreement to issue shares of its Common Stock at a price per
share below the current market price (as defined below) per share of its Common
Stock at the date of issuance of such Shares, then, the number of shares of
Common Stock purchasable pursuant to this Warrant shall be adjusted by
multiplying (a) the number of shares of Common Stock which the Registered Holder
hereof was entitled to receive immediately prior to such adjustment (taking into
account fractional interests to the nearest 1000th of a share) by (b) a
fraction, the numerator of which is the number of shares of the Common Stock of
the Corporation outstanding (excluding the shares owned by the Corporation)
immediately prior to the issuance of such Shares plus the number of additional
shares agreed to be issued, and the denominator of which is the number of shares
of Common Stock of the Corporation outstanding (excluding shares owned by the
Corporation) immediately prior to the issuance of such Shares plus the number of
shares which the aggregate issue price of the total number of additional shares
so issued would have been issued at such current market price and the price per
share shall be that number determined by multiplying (a) the price per share in
effect immediately prior to the taking of such record by (b) a fraction, the
numerator of which is the number of shares purchasable hereunder immediately
prior to taking of such record and the denominator of which is the number of
shares purchasable hereunder immediately after the taking of such record;
or


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (vii)          reduce
the exercise price of any or all classes of warrants, then, as a condition of
such reduction it shall be made uniformly as to all warrants of that class then
outstanding.

    


    For the
purpose hereof, the current market price per share of Common Stock of the
Corporation at any date shall be deemed to be the average of the daily closing
prices for the thirty (30) consecutive business days commencing forty-five (45)
business days before the day in question.  The closing price for each
day shall be the reported last sales price regular way or, in case no such
reported sale takes place on such day, the reported closing bid prices regular
way, in either case on the New York Stock Exchange or, if the Common Stock is
not listed or admitted to trading on such Exchange, on the principal national
securities exchange on which the Common Stock is listed or admitted to trading
(based on the aggregate dollar value of all securities listed or admitted to
trading) or, if not listed or admitted to trading on any national securities
exchange, on the NASDAQ National Market System or the NASDAQ small cap market
or, if the Common Stock is not listed or admitted to trading on any national
securities exchange or quoted on the NASDAQ National Market System or the NASDAQ
small cap market, the last reported sale price or, in case no such reported sale
takes place on such day, the reported closing bid prices in the over-the-counter
market on the electronic bulletin board as reported by Bloomberg Financial
Markets, or in the over-the-counter market as furnished by National Quotation
Bureau, LLC, New York, New York, any New York Stock Exchange member firm
selected from time to time by the Corporation for that purpose, or, if such
prices are not available, the fair market value set by, or in a manner
established by, the Board of Directors of the Corporation in good
faith.  “Trading Day” shall mean a day on which the national
securities exchange or the NASDAQ National Market System used to determine the
closing price is open for the transaction of business or the reporting of trades
or, if the closing price is not so determined, a day on which the New York Stock
Exchange is open for the transaction of business.

    


    
      	
              8.2.

            	
              Conditions
      Precedent

            


    

    


    Before
taking any action that would cause an adjustment increasing the then par value
of the Shares issuable upon exercise of the Warrants above the Exercise Price,
the Company shall have the right to take any corporate action that may, in the
opinion of its counsel, be necessary in order that the Company may validly and
legally issue fully paid and nonassessable Shares at such adjusted Exercise
Price.

     

    
      	
              8.3

            	
              Notice

            


    

    


    Upon any
adjustment of the Exercise Price required to be made pursuant to this Section 8,
within 30 days thereafter the Company shall (a) cause to be filed with the
Warrant Agent written notice thereof, which notice shall be accompanied by a
certificate of the Company’s independent auditors, stating the adjusted Exercise
Price and the adjusted number of Shares purchasable or the kind and amount of
any securities or property purchasable upon exercise of a Warrant, as the case
may be, and setting forth in reasonable detail the method of calculation and the
facts upon which such calculation and the facts upon which such calculation is
based, which certificate shall be conclusive evidence of the correctness of such
adjustment, and (b) cause to be mailed to each of the Registered Holders of the
Warrant Certificates written notice of such adjustment.  Such notice
may be given in advance and included as a part of the notice required to be
mailed pursuant hereto.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    In case
at any time (a) the Company shall declare any dividend upon its Shares payable
otherwise than in cash or in Shares of the Company; or (b) the Company shall
offer for subscription to the holders of its Shares any additional shares of
stock of any class or any other securities convertible into shares of stock or
any rights to subscribe thereto; or (c) there shall be any capital
reorganization or reclassification of the capital stock of the Company, or a
sale of all or substantially all of the assets of the Company, or a
consolidation or merger of the Company with another corporation (other than a
merger in which the Company is the continuing corporation, and which does not
result in any reclassification or change of the then outstanding Shares or other
capital stock issuable upon exercise of the Warrants (other than a change in par
value or a subdivision or combination of such shares)); or (d) 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 cause to be mailed to
each of the Registered Holders of outstanding Warrants, at the earliest
practicable time (and in any event not less than 20 days before any record date
or other date set for definitive action), written notice of the date of which
the books of the Company shall close or a record shall be taken for such
dividend, distribution of, or grant of subscription rights, or such
reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation, or winding up shall take place, as the case may be.  Such
notice shall also set forth such facts as shall indicate the effect of such
action (to the extent such effect may be known at the date of such notice) on
the kind and amount of the shares of stock and other securities and property
deliverable upon exercise of the Warrants.  Such notice shall also
specify the date as of which the record holders of the Shares shall participate
in said dividend, distribution, or subscription rights or shall be entitled to
exchange their shares for securities or other property deliverable upon such
reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be (on which date, in the event of
voluntary or involuntary dissolution, liquidation or winding up of the Company,
the right to exercise the Warrants shall terminate).

    


    Without
limiting the obligation of the Company to provide notice to the Registered
Holders of corporate actions hereunder, it is agreed that failure of the Company
to give notice shall not invalidate such corporate action of the
Company.

    


    


    


    SECTION
9

    CONCERNING
THE WARRANT AGENT

    


    
      	
              9.1.

            	
              Capacity

            


    

    


    The
Warrant Agent acts hereunder as agent and in a ministerial capacity for the
Company, and its duties shall be determined solely by the provisions
hereof.  The Warrant Agent shall not, by issuing and delivering
Warrants or by any other act hereunder, be deemed to make any representations as
to (i) the validity or value or authorization of (A) the Warrant or the Warrants
represented thereby, or (B) any securities or other property delivered upon
exercise of any Warrant; or (ii) whether any Shares of capital stock issued upon
exercise of any Warrant is fully paid and nonassessable.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              9.2.

            	
              Limitations
      of Responsibility

            


    

    


    The
Warrant Agent shall not, at any time, be under any duty or responsibility to any
Registered Holder of Warrants (i) to make or cause to be made any adjustment of
the Exercise Price provided in this Agreement; (ii) to determine whether any
fact exists that may require any such adjustments; (iii) to determine the nature
or extent of any such adjustment, when made; or (iv) to determine the method
employed in making any such adjustment.

    


    The
Warrant Agent shall not be (i) liable for any recital or statement of fact
contained herein or for any action taken, suffered, or omitted by it in reliance
on any Warrant or other document or instrument believed by it in good faith to
be genuine, and to have been signed or presented by the proper party or parties,
(ii) responsible for any failure on the part of the Company to comply with any
of its covenants and obligations contained in this Agreement or in any Warrant,
or (iii) liable for any act or omission in connection with this Agreement except
for its own negligence or willful misconduct.

    


    
      	
              9.3.

            	
              Advice
      of Counsel

            


    

    


    The
Warrant Agent, may, at any time, consult with counsel satisfactory to it (who
may be counsel for the Company) and shall incur no liability or responsibility
for any action taken, suffered or omitted by it in good faith in accordance with
the opinion or advice of such counsel.

    


    
      	
              9.4.

            	
              Effect
      of Order of the Company

            


    

    


    Any
notice, statement, instruction, request, direction, order, or demand of the
Company shall be sufficiently evidenced by an instrument signed by any of the
Chairman of the Board, President, Secretary, or Assistant Secretary (unless
other evidence in respect thereof is herein specifically
prescribed).  The Warrant Agent shall not be liable for any action
taken, suffered, or omitted by it in accordance with such notice, statement,
instruction, request, direction, order, or demand.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              9.5.

            	
              Compensation
      and Fees

            


    

    


    The
Company agrees to pay the Warrant Agent reasonable compensation for its services
hereunder and to reimburse it for its reasonable expenses hereunder, which
compensation shall be in accordance with the fee schedule attached as Exhibit
“B” hereto for the first year during which this Agreement is in force, exclusive
of expenses and such amount as shall be mutually agreed upon by the parties
hereto during subsequent years; it further agrees to indemnify the Warrant Agent
and save it harmless against any and all losses, expenses and liabilities,
including judgments, costs and counsel fees, for anything done or omitted by the
Warrant Agent in the execution of its duties and powers hereunder except losses,
expenses, and liabilities arising as a result of the Warrant Agent’s negligence
or willful misconduct.

    


    
      	
              9.6.

            	
              Resignation

            


    

    


    The
Warrant Agent may resign its duties and be discharged from all further duties
and liabilities hereunder (except liabilities arising as a result of the Warrant
Agent’s own negligence or willful misconduct), after giving 30 days’ prior
written notice to the Company.  At least 15 days’ prior to the date
such resignation is to become effective, the Warrant Agent shall cause a copy of
such notice of resignation to be mailed to the Registered Holder of each Warrant
at the Company’s expense.  Upon such resignation the Company shall
appoint a new warrant agent in writing.  If the Company shall fail to
make such appointment within a period of 30 days after it has been notified in
writing of such resignation by the resigning Warrant Agent, then the Registered
Holder of any Warrant may apply to any court of competent jurisdiction for the
appointment of a new warrant agent.  Any new warrant agent, whether
appointed by the Company or by such court, shall be (i) a bank or trust company
having a capital and surplus, as shown by its last published report to its
stockholders, of not less than $10,000,000 or (ii) a stock transfer
company.  After acceptance of such appointment by the new warrant
agent is received by the Company, such new warrant agent shall be vested with
the same powers, duties, rights, and responsibilities as if it had been
originally named herein as Warrant Agent, without any further assurance,
conveyance, act or deed; but if for any reason it shall be necessary or
expedient to execute and deliver any further assurance, conveyance, act, or
deed, the same shall be done at the expense of the Company and shall be legally
and validly executed and delivered by the resigning warrant agent.  No
later than the effective date of any such appointment, the Company shall file
notice thereof with the resigning warrant agent and shall forthwith cause a copy
of such notice to be mailed to the Registered Holder of each
Warrant.

    


    
      	
              9.7.

            	
              Termination

            


    

    


    The
Company may terminate the Warrant Agent hereunder and be discharged from all
further duties and liabilities hereunder (except liabilities for the Warrant
Agent’s then-due compensation and expenses), after giving 90 days’ prior written
notice to the Warrant Agent.

    


    
      	
              9.8.

            	
              Successors

            


    

    


    Any
corporation into which the Warrant Agent or any new warrant agent may be
converted or merged, or any corporation resulting from any consolidation to
which the Warrant Agent (or any new warrant agent) shall be a party, or any
corporation succeeding to the corporate trust business of the Warrant Agent
shall be a successor warrant agent under this Agreement without any further act,
provided that such corporation is eligible for appointment as successor to the
Warrant Agent under the provisions of the preceding paragraph
10.6.  Any such successor warrant agent shall promptly cause notice of
its succession as warrant agent to be mailed to the Company and to the
Registered Holder of each Warrant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              9.9.

            	
              Permitted
      Transactions

            


    

    


    The
Warrant Agent, its subsidiaries and affiliates, and any of its or their officers
or directors, may buy and hold or sell Warrants or other securities of the
Company and otherwise deal with the Company in the same manner and to the same
extent as though the Warrant Agent were not the warrant agent
hereunder.  Nothing herein shall preclude the Warrant Agent from
acting in any other capacity for the Company or for any other legal
entity.

    


    


    SECTION
10

    RIGHTS
OF THE REGISTERED HOLDER

    


    No
Registered Holder shall, by virtue hereof, be entitled to any rights of a
shareholder in the company, either at law or equity.  The rights of
the Registered Holder are limited to those expressed in the Warrant and are not
enforceable against the Company except to the extent set forth in this Agreement
and in the Warrant Certificates.

    


    


    SECTION
11

    GENERAL
PROVISIONS

    


    
      	
              11.1.

            	
              Entire
      Agreement; Modification; Waivers.

            


    

    


    This
Agreement contains the entire agreement of the parties, and supersedes any prior
agreements with respect to its subject matter. Except for the provisions of
subsection 4.2, the Warrant Agent and the Company, by supplemental agreement,
may make any changes in this Agreement (i) that they shall deem appropriate to
cure any ambiguity or to correct any defective or inconsistent provision or
manifest mistake or error herein contained; or (ii) that they may deem necessary
or desirable and that shall not adversely affect the interests of the Registered
Holders of Warrant Certificates (this provision, for instance, shall permit the
Exercise Price to be decreased at the Company’s option).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              11.2.

            	
              Notices.

            


    

    


    All
notices given under this Agreement shall be in writing, addressed to the parties
as set forth below, and shall be effective on the earliest of (i) the date
received, or (ii) on the second business day after delivery to a major
international air delivery or air courier service (such as Federal Express or
Network Couriers):

    


    
      	
              If
      to the Company:

            	
              If
      to the Registered Holder:

            	
              If to the Warrant
      Agent:

            
	 
      	 
      	 
      
	
              ___________________

            	
              At
      the address of such

            	
              12000
      Westheimer

            
	
              ___________________

            	
              holder
      as shown on the

            	
              Suite
      340

            
	 
      	
              registry
      books maintained

            	
              Houston,
      Texas 77077

            
	 
      	
              by
      the Warrant Agent

            	 
      


    

    


    


    


    
      	
              11.3.

            	
              Governing
      Law.

            


    

    


    This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Texas; provided,
however, that if any provision of this Agreement is unenforceable under
such law but is enforceable under the laws of the State of Nevada, then Nevada
law shall govern the construction and enforcement of that
provision.

    


    
      	
              11.4.

            	
              Jurisdiction
      and Venue.

            


    

    


    The
courts of the State of Texas located in Harris County, Texas (the “Texas
Courts”) shall have exclusive jurisdiction to hear, adjudicate, decide,
determine and enter final judgment in any action, suit, proceeding, case,
controversy or dispute, whether at law or in equity, and whether in contract or
tort, arising out of or related to this Agreement, or the construction or
enforcement hereof.  The Company and the Registered Holder hereby
irrevocably consent and submit to the exclusive personal jurisdiction of the
Teas Courts to hear, adjudicate, decide, determine and enter final
judgment.  If any case is brought or maintained in any court other
than the Texas Courts, then that court shall, at the request of the Company or
the Registered Holder, dismiss that action.

    


    
      	
              11.5.

            	
              Specific
      Performance.

            


    

    


    The
Company hereby acknowledges and agrees that it is difficult, if not impossible
to measure in money the damages that will accrue to the Registered Holder by
reason of a failure to issue the Shares under this Agreement, and that the
Registered Holder may seek to specifically enforce the Company’s obligation to
issue the Shares.   Therefore, if the Registered Holder shall
institute any action or proceeding to enforce the provisions hereof, the Company
hereby waives all claims or defenses therein that the Registered Holder has an
adequate remedy at law, and hereby agrees not to assert or otherwise raise any
such claim or defense.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              11.6.

            	
              Waiver
      of Jury Trial.

            


    

    


    The
Company and the Registered Holder hereby waive trial by jury in any Related
Action.

    


    
      	
              11.7.

            	
              Attorney’s
      Fees.

            


    

    


    The
prevailing party in any Related Action shall be entitled to recover that party’s
costs of suit, including reasonable attorney’s fees.

    


    
      	
              11.8.

            	
              Binding
      Effect.

            


    

    


    This
Agreement shall be binding on, and shall inure to the benefit of the parties and
their respective successors in interest.

    


    
      	
              11.9.

            	
              Construction,
      Counterparts.

            


    

    


    This
Agreement shall be construed as a whole and in favor of the validity and
enforceability of each of its provisions, so as to carry out the intent of the
parties as expressed herein. Heading are for the convenience of reference, and
the meaning and interpretation of the text of any provision shall take
precedence over its heading. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original, but all of which,
taken together shall constitute one agreement. A faxed copy or photocopy of a
party’s signature shall be deemed an original for all purposes.

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the day and year first above written.

    


    
      	
              The
      Company:

            	 
      	
              The
      Warrant Agent:

            
	 
      	 
      	 
      	 
      	 
      
	
              The
      Mint Leasing, Inc.

            	 
      	
              Hunter
      M. A. Carr

            
	 
      	 
      	 
      	 
      	 
      
	
              By

            	
              /s/ Jerry Parish

            	 
      	
              By

            	
              /s/ Hunter M.A. Carr

            
	 
      	
              Printed
      Name: Jerry Parish

            	 
      	
            	Printed
      Name: Hunter M.A. Carr
	 
      	
              Title:
      President

            	 
      	
               

            	Title:


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    FORM
OF WARRANT CERTIFICATE

    


    


    


    
      	
              Number  WA
      _____

            	
              _____________  Warrants

            


    

    EXERCISABLE
FROM 9:00 A.M., NEW YORK TIME,

    
      	 
      	
              ON
      _____________, UNTIL

            	
              CUSIP  _____________

            


    

    5:00
P.M., NEW YORK TIME, ____________

    The
Mint Leasing, Inc.

    INCORPORATED
UNDER THE LAWS OF THE STATE OF NEVADA

    


    
      	
              This
      certifies that

            
	 
      
	 
      
	
              is
      the owner of

            


    

    


    WARRANTS,
EACH TO PURCHASE ONE FULLY PAID AND NON-ASSESSABLE SHARE OF COMMON STOCK, $.001
PAR VALUE, OF

    


    The
Mint Leasing, Inc. at the initial Exercise Price of $____.___per
share.  Payment of the Purchase Price shall be paid in the manner, at
the time and on the terms and conditions specified in this Warrant and the
Warrant Agreement.  The certificate or certificate shall be registered
in the name specified in the notice of exercise free and clear of any legend,
restriction or stop order.  This Warrant is transferable on the books
of the Company by the holder hereof in person or by duly authorized attorney
upon surrender of this certificate properly endorsed.

    


    Witness
the manual or facsimile signatures of the Company’s duly authorized officers,
countersigned by the Warrant Agent.

    


    Dated:  ________________________

    


    [SEAL]

    


    /s/ Jerry
Parish

    
      	
              ___________________,
      Secretary

            	
                    
      /s/ Jerry Parish     , President &
      CEO

            


    

    


    


    


    Exhibit A
– Page 1


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ASSIGNMENT

    


    FOR VALUE
RECEIVED the undersigned Registered Holder of the within Warrant hereby sells,
assigns, and transfers unto the Assignee(s) named below (including the
undersigned with respect to any part of the Warrant not being assigned hereby)
all of the right of the undersigned under the within Warrant, with respect to
the number of shares of Common Stock set forth below:

    


    
      	
               

              Name
      of Assignee

            	
              Address
      of Assignee

            	
               

               

              Social
      Security or Other Identifying Number of Assignee

            	
              Number
      of Shares of Common Stock Assigned to Assignee

            
	
               
      

               

            	 
      	 
      	 
      
	
               
      

               

            	 
      	 
      	 
      


    

    


    and does
hereby irrevocably constitute and appoint ______________________ as the
undersigned’s attorney to make such transfer on the books of the Warrant Agent
and maintained for that purpose, with full power of substitution in the
premises.

    Date:  ______________,
20___

    
      	 
      	 
      
	 
      	
              (Signature
      of Registered Holder)1

            
	 
      	 
      
	 
      	
              (Street
      Address)

            	 
      	 
      
	 
      	 
      
	 
      	
              (City)

            	
              (State)

            	
              (Zip
      Code)

            


    

    


    NOTICE
OF EXERCISE

    To:  The
Mint Leasing, Inc.

    The
undersigned irrevocably exercises this Warrant for the purchase of ____________
shares (subject to adjustment) of Common Stock of The Mint Leasing, Inc. (the
“Company”): for this Warrant and agrees to make payment of $____________________
(the “Purchase Price”) in the manner specified in the Warrant Agreement, all at
the Exercise Price and on the terms and conditions specified in this Warrant and
the Warrant Agreement, and requests that a certificate for such Shares be
registered in the name of _______________________________ whose address is
_____________________________, and that such certificate be delivered to
___________________, whose address is
__________________________________.

    


    If said
number of Shares is less than all of the Shares purchasable hereunder, the
undersigned requests that a new Warrant Certificate representing the remaining
balance of the Shares be registered in the name of ___________________, whose
address is _________________________________ and that such Certificate be
delivered to ______________, whose address is
______________________________.

    


    


    Date:  ________________,
20___

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (Signature
      of Registered Holder)1

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              (Street
      Address)

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              (City)

            	
              (State
      or Province)     

            	
              (Zip
      Code)

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              (Country)

            	 
      	 
      	 
      


    

    
 

     _____________________________

     

    
      	
              1

            	
              The
      signature must correspond with the name as written upon the face of the
      within Warrant in every particular, without alteration or enlargement or
      any change whatever.

            


    

     

     

     

    
      Exhibit A
– Page 2