Unassociated Document


     

    
      EXHIBIT
        10.3

       

      THE
        SECURITIES REPRESENTED BY THIS WARRANT WERE ISSUED IN AN OFFSHORE TRANSACTION
        TO
        PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S PROMULGATED
        PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") PURSUANT TO
        REGULATION S. ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS WARRANT HAVE
        NOT
        BEEN REGISTERED UNDER THE ACT, OR ANY U.S. STATE SECURITIES LAWS, AND MAY
        NOT BE
        OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF (I) EXCEPT
        IN
        ACCORDANCE WITH THE PROVISIONS OF REGULATION S, (II) PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE ACT OR (III) PURSUANT TO AN EXEMPTION WHICH
        IS
        CONFIRMED IN AN OPINION OF COMPANY COUNSEL. IN ADDITION, HEDGING TRANSACTIONS
        INVOLVING THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE CONDUCTED
        UNLESS
        IN ACCORDANCE WITH THE ACT.

       

      THIS
        WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS
        REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
        AVAILABLE.

       

      THIS
        WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME (U.S.) ON THE EXPIRATION
        DATE
        (AS DEFINED HEREIN).

      


      No.
        __________

      


      


      TRACEGUARD
        TECHNOLOGIES, INC.

      


      WARRANT
        TO PURCHASE _______ SHARES OF

      COMMON
        STOCK, PAR VALUE $0.001 PER SHARE

      


      For
        VALUE
        RECEIVED, ______ (“Warrantholder”), is entitled to purchase, subject to the
        provisions of this Warrant, from TraceGuard Technologies, Inc., a Nevada
        corporation (“Company”), at any time not later than 5:00 p.m., Eastern time
        (U.S.), on July __, 2011 (the “Expiration Date”), at an exercise price per share
        equal to $0.80 (the exercise price in effect being herein called the “Warrant
        Price”), ______ shares (“Warrant Shares”) of the Company’s common stock, par
        value $0.001 per share (“Common Stock”). The number of Warrant Shares
        purchasable upon exercise of this Warrant and the Warrant Price shall be
        subject
        to adjustment from time to time as described herein.

      


      Section
        1. Transfers.
        As
        provided herein, this Warrant may be transferred only pursuant to (i) an
        effective registration statement filed under the Securities Act of 1933,
        as
        amended (the “Securities Act”), (ii) an exemption from such registration, or
        (iii) the provisions of Regulation S promulgated under the Securities Act.
        Subject to such restrictions, the Company shall transfer this Warrant from
        time
        to time upon the books to be maintained by the Company for that purpose,
        upon
        surrender thereof for transfer properly endorsed or accompanied by appropriate
        instructions for transfer and such other documents as may be reasonably required
        by the Company, including, if required by the Company, an opinion of its
        counsel
        to the effect that such transfer is exempt from the registration requirements
        of
        the Securities Act, to establish that such transfer is being made in accordance
        with the terms hereof, and a new Warrant shall be issued to the transferee
        and
        the surrendered Warrant shall be canceled by the Company.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Section
        2. Exercise
        of Warrant.

      


      (a) Subject
        to the provisions hereof, the Warrantholder may exercise this Warrant in
        whole
        or in part at any time prior to its expiration upon surrender of the Warrant,
        together with delivery of the duly executed Warrant exercise form attached
        hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified
        check or wire transfer of funds for the aggregate Warrant Price for that
        number
        of Warrant Shares then being purchased, to the Company during normal business
        hours on any business day at the Company’s principal executive offices outside
        the United States (or such other office or agency of the Company as it may
        designate by notice to the Warrantholder). The Warrant Shares so purchased
        shall
        be deemed to be issued to the Warrantholder or the Warrantholder’s designee, as
        the record owner of such shares, as of the close of business on the date
        on
        which this Warrant shall have been surrendered (or evidence of loss, theft
        or
        destruction thereof and security or indemnity satisfactory to the Company),
        the
        Warrant Price shall have been paid and the completed Exercise Agreement shall
        have been delivered. Certificates for the Warrant Shares so purchased,
        representing the aggregate number of shares specified in the Exercise Agreement,
        shall be delivered to the Warrantholder within a reasonable time, not exceeding
        ten (10) business days, after this Warrant shall have been so exercised.
        The
        certificates so delivered shall be in such denominations as may be requested
        by
        the Warrantholder and shall be registered in the name of the Warrantholder
        or
        such other name as shall be designated by the Warrantholder. If this Warrant
        shall have been exercised only in part, then, unless this Warrant has expired,
        the Company shall, at its expense, at the time of delivery of such certificates,
        deliver to the Warrantholder a new Warrant representing the number of shares
        with respect to which this Warrant shall not then have been exercised. As
        used
        herein, “business day” means a day, other than a Saturday or Sunday, on which
        banks in New York City are open for the general transaction of business.
        Upon
        exercise, the Warrantholder will be required to make the representations
        and
        warranties contained in the Exercise Agreement.

      


      (b) Notwithstanding
        anything herein to the contrary, this Warrant may be exercised in whole or
        in
        part at any time prior to the Expiration Date by means of a “cashless exercise”
in which the Warrantholder shall be entitled to receive a certificate for
        the
        number of Warrant Shares equal to the quotient obtained by dividing [(A-B)
        (C)]
        by (A), where:

      


      (A)
        = the
        VWAP on the business day immediately preceding the date of such
        election;

      


      (B)
        = the
        Warrant Price of this Warrant, as adjusted; and

      


      (C)
        = the
        number of Warrant Shares issuable upon exercise of this Warrant in accordance
        with the terms of this Warrant by means of a cash exercise rather than a
        cashless exercise.

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      For
        purposes hereof, “VWAP” means, for any business day, the volume weighted average
        price of the Common Stock for the nearest preceding business day on the OTC
        BB
        or other principal exchange or market on which the Common Stock trades as
        reported by Bloomberg Financial L.P. (based on a trading day from 9:30 A.M.
        to
        4:02 P.M. Eastern Time (U.S.). In connection with a cashless exercise of
        this
        Warrant, the Warrantholder shall deliver a duly executed Exercise Agreement
        and
        this Warrant. The Company’s delivery of shares of Common Stock and, if
        applicable, the delivery of a replacement Warrant shall conform to the
        requirements set forth in Section 2(a) herein.

      


      Section
        3. Compliance
        with the Securities Act of 1933.
        The
        Company may cause the legend set forth on the first page of this Warrant
        to be
        set forth on each Warrant or similar legend on any security issued or issuable
        upon exercise of this Warrant, unless counsel for the Company is of the opinion
        as to any such security that such legend is unnecessary.

      


      Section
        4. Payment
        of Taxes.
        The
        Company will pay any documentary stamp taxes attributable to the initial
        issuance of Warrant Shares issuable upon the exercise of the Warrant; provided,
        however, that the Company shall not be required to pay any tax or taxes which
        may be payable in respect of any transfer involved in the issuance or delivery
        of any certificates for Warrant Shares in a name other than that of the
        Warrantholder in respect of which such shares are issued, and in such case,
        the
        Company shall not be required to issue or deliver any certificate for Warrant
        Shares or any Warrant until the person requesting the same has paid to the
        Company the amount of such tax or has established to the Company’s reasonable
        satisfaction that such tax has been paid. The Warrantholder shall be responsible
        for income taxes due under federal, state or other law, if any such tax is
        due.

      


      Section
        5. Mutilated
        or Missing Warrants.
        In case
        this Warrant shall be mutilated, lost, stolen, or destroyed, the Company
        shall
        issue in exchange and substitution of and upon cancellation of the mutilated
        Warrant, or in lieu of and substitution for the Warrant lost, stolen or
        destroyed, a new Warrant of like tenor and for the purchase of a like number
        of
        Warrant Shares, but only upon receipt of evidence reasonably satisfactory
        to the
        Company of such loss, theft or destruction of the Warrant, and with respect
        to a
        lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect
        thereto, if requested by the Company.

      


      Section
        6. Reservation
        of Common Stock.
        The
        Company hereby represents and warrants that there have been reserved, and
        the
        Company shall at all applicable times keep reserved until issued (if necessary)
        as contemplated by this Section 7, out of the authorized and unissued shares
        of
        Common Stock, sufficient shares to provide for the exercise of the rights
        of
        purchase represented by this Warrant. The Company agrees that all Warrant
        Shares
        issued upon due exercise of the Warrant shall be, at the time of delivery
        of the
        certificates for such Warrant Shares, duly authorized, validly issued, fully
        paid and non-assessable shares of Common Stock of the Company.

      


      Section
        7. Adjustments.
        Subject
        and pursuant to the provisions of this Section 7, the Warrant Price and number
        of Warrant Shares subject to this Warrant shall be subject to adjustment
        from
        time to time as set forth hereinafter.

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      (a) If
        the
        Company shall, at any time or from time to time while this Warrant is
        outstanding, pay a dividend or make a distribution on its Common Stock in
        shares
        of Common Stock, subdivide its outstanding shares of Common Stock into a
        greater
        number of shares or combine its outstanding shares of Common Stock into a
        smaller number of shares, then the number of Warrant Shares purchasable upon
        exercise of the Warrant immediately prior to the date upon which such change
        shall become effective, shall be adjusted by the Company so that the
        Warrantholder thereafter exercising the Warrant shall be entitled to receive
        the
        number of shares of Common Stock which, if the Warrant had been exercised
        immediately prior to such event, (i) the Warrantholder would have owned upon
        such exercise and been entitled to receive by virtue of such dividend,
        distribution or subdivision, or (ii) in the case of a combination, such number
        of shares into which the number of shares the Warrantholder would have owned
        upon such exercise would have been reduced to as a result of such combination.
        Whenever the number of shares of Common Stock purchasable upon exercise of
        this
        Warrant is adjusted as provided in this Section 7(a), then the Warrant Price
        shall also be adjusted by multiplying the Warrant Price in effect immediately
        prior to such adjustment, by a fraction, the numerator of which shall equal
        to
        the number of shares subject to this Warrant immediately prior to such
        adjustment, and the denominator of which shall equal to the number of shares
        subject to this Warrant immediately after such adjustment. Such adjustments
        shall be made successively whenever any event listed above shall
        occur.

      


      (b) In
        case
        the Company shall reorganize its capital, reclassify its capital stock (other
        than as provided in Section 7(a)), recapitalize, consolidate with, or merge
        with
        or into, another corporation, and pursuant to the terms of such reorganization,
        reclassification, recapitalization, merger, or consolidation, stock, securities,
        property or other assets is to be received by or distributed to the holders
        of
        Common Stock in lieu of or with respect to shares of Common Stock, then in
        each
        such case, the Warrantholder, upon exercise of this Warrant, shall be entitled
        to receive in lieu of the Warrant Shares or other securities and property
        receivable upon exercise of this Warrant prior to the consummation of such
        reorganization, reclassification, recapitalization, consolidation or merger,
        or
        if the Common Stock is not changed, exchanged or extinguished in such
        transaction then in addition to the rights specified herein, the stock or
        other
        securities, property or assets to which the Warrantholder would have been
        entitled to had it exercised this Warrant immediately prior to such consumation,
        by a holder of the number of shares of Common Stock for which this Warrant
        is
        exercisable immediately prior to such event. In case of any such reorganization,
        reclassification, recapitalization, merger or consolidation, the successor
        or
        acquiring corporation (if other than the Company) shall expressly assume
        the due
        and punctual observance and performance of each and every covenant and condition
        of this Warrant to be performed and observed by the Company and all the
        obligations and liabilities hereunder, subject to such modifications as may
        be
        deemed appropriate (as determined in good faith by resolution of the Board
        of
        Directors of the Company) in order to provide for adjustments of shares of
        Common Stock for which this Warrant is exercisable which shall be as nearly
        equivalent as practicable to the adjustments provided for in this Section
        7(b).
        The foregoing provisions of this Section 7(b) shall similarly apply to
        successive reorganizations, reclassifications, recapitalizations, mergers
        or
        consolidations.

      


      (c) An
        adjustment to the Warrant Price or the number or type of securities issuable
        upon exercise of this Warrant shall become effective immediately after the
        payment date in the case of each dividend or distribution and immediately
        after
        the effective date of each other event which requires an
        adjustment.

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      (d) In
        the
        event that, as a result of an adjustment made pursuant to this Section 7,
        the
        Warrantholder shall become entitled to receive any shares of capital stock
        of
        the Company other than shares of Common Stock, the number of such other shares
        so receivable upon exercise of this Warrant shall be subject thereafter to
        adjustment from time to time in a manner and on terms as nearly equivalent
        as
        practicable to the provisions with respect to the Warrant Shares contained
        in
        this Warrant.

      


      Section
        8. Fractional
        Interest.
        The
        Company shall not be required to issue fractions of Warrant Shares upon the
        exercise of this Warrant. If any fractional share of Common Stock would,
        except
        for the provisions of the first sentence of this Section 9, be deliverable
        upon
        such exercise, the Company, in lieu of delivering such fractional share,
        shall
        pay to the exercising Warrantholder an amount in cash equal to the Market
        Price
        of such fractional share of Common Stock on the date of exercise.

      


      Section
        9. Benefits.
        Nothing
        in this Warrant shall be construed to give any person, firm or corporation
        (other than the Company and the Warrantholder) any legal or equitable right,
        remedy or claim, it being agreed that this Warrant shall be for the sole
        and
        exclusive benefit of the Company and the Warrantholder.

      


      Section
        10. Notices
        to Warrantholder.
        Upon
        the happening of any event requiring an adjustment of the Warrant Price,
        the
        Company shall promptly give written notice thereof to the Warrantholder at
        the
        address appearing in the records of the Company, stating the adjusted Warrant
        Price and the adjusted number of Warrant Shares resulting from such event
        and
        setting forth in reasonable detail the method of calculation and the facts
        upon
        which such calculation is based. Failure to give such notice to the
        Warrantholder or any defect therein shall not affect the legality or validity
        of
        the event giving rise to, or the, subject adjustment.

      


      Section
        11. Notice
        of Corporate Action.
        If at
        any time:

       

      (a) other
        than pursuant to a split or combination pursuant to Section 7(a) hereof,
        the
        Company shall take a record of the holders of its Common Stock for the purpose
        of entitling them to receive a dividend or other distribution, or any right
        to
        subscribe for or purchase any evidences of its indebtedness, any shares of
        stock
        of any class or any other securities or property, or to receive any other
        right,
        or

      


      (b) there
        shall be any capital reorganization of the Company, any reclassification,
        other
        than pursuant to a split or combination pursuant to Section 7(a) hereof,
        or
        recapitalization of the capital stock of the Company or any consolidation
        or
        merger of the Company with, or any sale, transfer or other disposition of
        all or
        substantially all the property, assets or business of the Company to, another
        corporation, or

      


      (c) there
        shall be a voluntary or involuntary dissolution, liquidation or winding up
        of
        the Company;

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      then,
        in
        any one or more of such cases, the Company shall give to Warrantholder (i)
        at
        least 10 days’ prior written notice of the date on which a record date shall be
        selected for such dividend, distribution or right or for determining rights
        to
        vote in respect of any such reorganization, reclassification, merger,
        consolidation, sale, transfer, disposition, liquidation or winding up, and
        (ii)
        in the case of any such reorganization, reclassification, merger, consolidation,
        sale, transfer, disposition, dissolution, liquidation or winding up, at least
        10
        days’ prior written notice of the date when the same shall take place, and
provided,
        however,
        that
        the failure to mail such notice or any defect therein or in the mailing thereof
        shall not affect the validity of the corporate action required to be specified
        in such notice; and provided,
        further,
        that if
        any action is taken on written consent in lieu of a meeting, notice shall
        be
        made as soon as reasonably practicable thereafter. Such notice in accordance
        with the foregoing clause also shall specify, as applicable, (i) the date
        on
        which any such record is to be taken for the purpose of such dividend,
        distribution or right, the date on which the holders of Common Stock shall
        be
        entitled to any such dividend, distribution or right, and the amount and
        character thereof, and (ii) the date on which any such reorganization,
        reclassification, merger, consolidation, sale, transfer, disposition,
        dissolution, liquidation or winding up is to take place and the time, if
        any
        such time is to be fixed, as of which the holders of Common Stock shall be
        entitled to exchange their shares of Common Stock for securities or other
        property deliverable upon such disposition, dissolution, liquidation or winding
        up. Each such written notice shall be sufficiently given if addressed to
        Warrantholder at the last address of Warrantholder appearing on the books
        of the
        Company and delivered in accordance with Section 13 hereof.

       

      Section
        12. Identity
        of Transfer Agent.
        The
        Transfer Agent for the Common Stock is Nevada Agency and Trust Company. Upon
        the
        appointment of any subsequent transfer agent for the Common Stock or other
        shares of the Company’s capital stock issuable upon the exercise of the rights
        of purchase represented by the Warrant, the Company will mail to the
        Warrantholder a statement setting forth the name and address of such transfer
        agent.

       

      Section
        13. Notices.
        Any and
        all notices or other communications or deliveries required or permitted to
        be
        provided hereunder shall be in writing and shall be deemed given and effective
        on the earliest of (a) the date of transmission, if such notice or
        communication is delivered via facsimile at the facsimile number specified
        in
        this Section prior to 6:30 p.m. Eastern time (U.S.) on a Trading Day,
        (b) the next Trading Day after the date of transmission, if such notice or
        communication is delivered via facsimile at the facsimile number specified
        in
        this Section on a day that is not a Trading Day or later than 6:30 p.m.
        Eastern time (U.S.) on any Trading Day, (c) the Trading Day following the
        date of mailing, if sent by U.S. nationally recognized overnight courier
        service, or (d) upon actual receipt by the party to whom such notice is
        required to be given. The address for such notices and communications shall
        be
        as follows:

       

      
        	
                If
                  to the Company:

              	TraceGuard Technologies, Inc.
                #6
                  Ravnitzki Street

                Petach
                  Tikva 49277 Israel 

                Fax
                  No.: 011-972-3-542-3710

                Attn: 
                  David Ben-Yair, CFO

              
	 	
                 

              


      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      
        	
                With
                  a copy to:

              	Moses & Singer LLP
                The
                  Chrysler Building

                405
                  Lexington Avenue

                New
                  York, NY 10174-1299

                Fax
                  No.: 917-206-4381

                Attn:
                  Allan Grauberd, Esq.

              


      

       

      If
        to
        Warrantholder: To
        the
        address or facsimile number set forth in that certain Confidential Private
        Placement Subscription Agreement between the Warrantholder and the Company,
        dated as of July __, 2008; or such other address or facsimile number as may
        be
        designated in writing hereafter, in the same manner, by such
        Person.

       

      Section
        14. Successors.
        All the
        covenants and provisions hereof by or for the benefit of the Warrantholder
        shall
        bind and inure to the benefit of its respective successors and assigns
        hereunder. 

      


      Section
        15. Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Warrant shall be governed by and construed and enforced in accordance
        with the internal laws of the State of Nevada, without regard to the principles
        of conflicts of law thereof to the extent such principles would require the
        application of the laws of another jurisdiction.

      


      Section
        16. No
        Rights as Stockholder.
        Prior
        to the exercise of this Warrant, the Warrantholder shall not have or exercise
        any rights as a stockholder of the Company by virtue of its ownership of
        this
        Warrant.

      


      Section
        17. Amendment;
        Waiver.
        Any
        term of this Warrant may be amended or waived upon the written consent of
        the
        Company and the Warrantholder.

      


      Section
        18. Section
        Headings.
        The
        section headings in this Warrant are for the convenience of the Company and
        the
        Warrantholder and in no way alter, modify, amend, limit or restrict the
        provisions hereof.


      
        
           

        

        
          7

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be duly executed,
        as of
        the __ day of July, 2008.

      


      TRACEGUARD
        TECHNOLOGIES, INC.

      


      


      


      By:___________________________

      Name:
        

      Title:
        

      


      The
        Warrantholder accepts and agrees to the terms and conditions of this Warrant,
        including, without limitation, the last sentence of Section 3
        hereof.

      


      


      


      


      Date:
        July __, 2008   By:___________________________

      Name:
        

      Title:
        

      


      


      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      APPENDIX
        A

      TRACEGUARD
        TECHNOLOGIES, INC.

      WARRANT
        EXERCISE FORM

      


      To
        TraceGuard Technologies, Inc.:

      


      ___ The
        undersigned hereby irrevocably elects to exercise the right of purchase
        represented by the within Warrant (“Warrant”) for, and to purchase thereunder by
        the payment of the Warrant Price and surrender of the Warrant, _______________
        shares of Common Stock (“Warrant Shares”) provided for therein, and requests
        that certificates for the Warrant Shares be issued as follows: 

      


      _______________________________

      Name

      ________________________________

      Address

      ________________________________

      ________________________________

       

      and
        delivered to the above address (which must be outside the United States);
        

      


      and,
        if
        the number of Warrant Shares shall not be all the Warrant Shares purchasable
        upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
        Shares purchasable upon exercise of this Warrant be registered in the name
        of
        the undersigned Warrantholder or the undersigned’s Assignee as below indicated
        and delivered to the address stated below.

      


      ___ The
        undersigned hereby irrevocably elects to exercise this Warrant by means of
        a
        cashless exercise pursuant to the terms of Section 2(b) of this Warrant.
        For
        purposes of calculating the number of shares of Common Stock issuable upon
        such
        cashless exercise, the Warrantholder has used the following
        factors:

      


      (A) the
        VWAP
        on the business day immediately preceding the date of such election =
        $__________

      (B) the
        Warrant Price of this Warrant, as adjusted = ________

      (C) the
        number of Warrant Shares issuable upon exercise of this Warrant in accordance
        with the terms of this Warrant by means of a cash exercise rather than a
        cashless exercise = __________

      


      Total
        number of shares of Common Stock issuable upon this cashless exercise of
        this
        Warrant = ____________

      


      The
        undersigned hereby represents and warrants to the Company that (check only
        one
        of the appropriate answers)

      


      ___
        A. the
        undersigned is not a U.S. Person and the Warrant is not being exercised on
        behalf of a U.S. Person; or

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      ___
        B the
        undersigned is hereby furnishing a written opinion of counsel, in a form
        reasonably acceptable to the Company, to the effect that the Warrant and
        the
        Warrant Shares delivered upon exercise of the Warrant have been registered
        under
        the Securities Act or are exempt from registration thereunder.

      


      In
        addition, the undersigned acknowledges that this Warrant may not be exercised
        in
        the United States, and that the Warrant Shares may not be delivered in the
        United States upon exercise, other than in an offering deemed to meet the
        definition of "offshore transaction" pursuant to Rule 902(h) of Regulation
        S,
        unless registered under the Securities Act or an exemption from such
        registration is available.

      


      


      


      


      


      Dated:
        ___________________, ____

      


      Note:
        The
        signature must correspond with Signature:
        ______________________________

      the
        name
        of the Warrantholder as written

      on
        the
        first page of the Warrant in
        every                      
______________________________

      particular,
        without alteration or
        enlargement                
Name
        (please print)

      or
        any
        change whatever, unless the Warrant 

      has
        been
        assigned.                                                            
______________________________

                                                                                                    
        ______________________________

        
        Address

      
                                                                                                      
          ______________________________

      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      APPENDIX
        B

      ASSIGNMENT
        FORM

      


      (To
        assign the foregoing warrant, execute

      this
        form
        and supply required information. 

      Do
        not
        use this form to exercise the warrant.)

      


      


      


      FOR
        VALUE
        RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
        assigned to

       

      


      _______________________________________________
        whose address is

      


      _______________________________________________________________.

      


      


      


      _______________________________________________________________

      


      Dated:
        ______________, _______

      


      


      Holder's
        Signature:  _____________________________

      


      Holder's
        Address:    _____________________________

       

      _____________________________

      


      


      


      Signature
        Guaranteed: ___________________________________________

      


      


      


      


      NOTE:
        The
        signature to this Assignment Form must correspond with the name as it appears
        on
        the face of the Warrant, without alteration or enlargement or any change
        whatsoever, and must be guaranteed by a bank or trust company. Officers of
        corporations and those acting in any fiduciary or other representative capacity
        should file proper evidence of authority to assign the foregoing
        Warrant.