<PAGE>
                                                                  EXHIBIT 10.13

         THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I)
SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF
1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR
(III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

         THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON JULY 23,
2011 (the "EXPIRATION DATE").

No. 1

                                  VISIJET, INC.

                      WARRANT TO PURCHASE 750,000 SHARES OF
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE

         For VALUE RECEIVED, LibertyView Special Opportunities Fund, LP
("Warrantholder"), is entitled to purchase, subject to the provisions of this
Warrant, from VisiJet, Inc., a Delaware corporation ("Company"), at any time not
later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above),
at an exercise price per share equal to $1.00 (the exercise price in effect
being herein called the "Warrant Price"), Seven Hundred Fifty Thousand (750,000)
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. REGISTRATION. The Company shall maintain books for the
transfer and registration of the Warrant. Upon the initial issuance of this
Warrant, the Company shall issue and register the Warrant in the name of the
Warrantholder.

         Section 2. TRANSFERS. As provided herein, this Warrant may be
transferred only pursuant to a registration statement filed under the Securities
Act of 1933, as amended (the "Securities Act"), or an exemption from such
registration. 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.

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<PAGE>

         Section 3. EXERCISE OF WARRANT. 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 (or
by cash-less exercise as provided below) 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
(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 three (3) 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. Each exercise hereof
shall constitute the re-affirmation by the Warrantholder that the
representations and warranties contained in Section 5 of the Purchase Agreement
(as defined below) are true and correct in all material respects with respect to
the Warrantholder as of the time of such exercise.

         Section 4. COMPLIANCE WITH THE SECURITIES ACT OF 1933. Except as
provided in the Purchase Agreement (as defined below), 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 5. 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.

                                      -2-


<PAGE>

         Section 6. 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 7. 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 8. ADJUSTMENTS. Subject and pursuant to the provisions of this
Section 8, 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.

                  (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 or issue by reclassification of
its outstanding shares of Common Stock any shares of its capital stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), then the number of
Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in
effect 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 or other capital stock which the Warrantholder would have received
if the Warrant had been exercised immediately prior to such event upon payment
of a Warrant Price that has been adjusted to reflect a fair allocation of the
economics of such event to the Warrantholder. Such adjustments shall be made
successively whenever any event listed above shall occur.

                  (b) If any capital reorganization, reclassification of the
capital stock of the Company, consolidation or merger of the Company with
another corporation in which the Company is not the survivor, or sale, transfer
or other disposition of all or substantially all of the Company's assets to
another corporation shall be effected, then, as a condition of such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition, lawful and adequate provision shall be made whereby each
Warrantholder shall thereafter have the right to purchase and receive upon the
basis and upon the terms and conditions herein specified and in lieu of the
Warrant Shares immediately theretofore issuable upon exercise of the Warrant,
such shares of stock, securities or assets as would have been issuable or
payable with respect to or in exchange for a number of Warrant Shares equal to
the number of Warrant Shares immediately

                                      -3-


<PAGE>

theretofore issuable upon exercise of the Warrant, had such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of each Warrantholder to the end that the
provisions hereof (including, without limitation, provision for adjustment of
the Warrant Price) shall thereafter be applicable, as nearly equivalent as may
be practicable in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise hereof. The Company shall not effect
any such consolidation, merger, sale, transfer or other disposition unless prior
to or simultaneously with the consummation thereof the successor corporation (if
other than the Company) resulting from such consolidation or merger, or the
corporation purchasing or otherwise acquiring such assets or other appropriate
corporation or entity shall assume the obligation to deliver to the
Warrantholder, at the last address of the Warrantholder appearing on the books
of the Company, such shares of stock, securities or assets as, in accordance
with the foregoing provisions, the Warrantholder may be entitled to purchase,
and the other obligations under this Warrant. The provisions of this paragraph
(b) shall similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, sales, transfers or other dispositions.

                  (c) In case the Company shall fix a payment date for the
making of a distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing corporation) of evidences of indebtedness or assets
(other than cash dividends or cash distributions payable out of consolidated
earnings or earned surplus or dividends or distributions referred to in Section
8(a)), or subscription rights or warrants, the Warrant Price to be in effect
after such payment date shall be determined by multiplying the Warrant Price in
effect immediately prior to such payment date by a fraction, the numerator of
which shall be the total number of shares of Common Stock outstanding multiplied
by the Market Price (as defined below) per share of Common Stock immediately
prior to such payment date, less the fair market value (as determined by the
Company's Board of Directors in good faith) of said assets or evidences of
indebtedness so distributed, or of such subscription rights or warrants, and the
denominator of which shall be the total number of shares of Common Stock
outstanding multiplied by such Market Price per share of Common Stock
immediately prior to such payment date. "Market Price" as of a particular date
(the "Valuation Date") shall mean the following: (a) if the Common Stock is then
listed on a national stock exchange, the closing sale price of one share of
Common Stock on such exchange on the last trading day prior to the Valuation
Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc.
("Nasdaq"), the National Association of Securities Dealers, Inc. OTC Bulletin
Board (the "Bulletin Board") or such similar exchange or association, the
closing sale price of one share of Common Stock on Nasdaq, the Bulletin Board or
such other exchange or association on the last trading day prior to the
Valuation Date or, if no such closing sale price is available, the average of
the high bid and the low asked price quoted thereon on the last trading day
prior to the Valuation Date; or (c) if the Common Stock is not then listed on a
national stock exchange or quoted on Nasdaq, the Bulletin Board or such other
exchange or association, the fair market value of one share of Common Stock as
of the Valuation Date, shall be determined in good faith by the Board of
Directors of the Company and the Warrantholder. If the Common Stock is not then
listed on a national securities exchange, the Bulletin Board or such other
exchange or association, the Board of Directors of the Company shall respond
promptly, in writing, to an inquiry by the Warrantholder prior to the exercise
hereunder as to the

                                      -4-


<PAGE>

fair market value of a share of Common Stock as determined by the Board of
Directors of the Company. In the event that the Board of Directors of the
Company and the Warrantholder are unable to agree upon the fair market value in
respect of subpart (c) hereof, the Company and the Warrantholder shall jointly
select an appraiser, who is experienced in such matters. The decision of such
appraiser shall be final and conclusive, and the cost of such appraiser shall be
borne equally by the Company and the Warrantholder. Such adjustment shall be
made successively whenever such a payment date is fixed.

                  (d) An adjustment to the Warrant Price 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.

                  (e) In the event that, as a result of an adjustment made
pursuant to this Section 8, 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.

                  (f) Except as provided in subsection (g) hereof, if and
whenever the Company shall issue or sell, or is, in accordance with any of
subsections (f)(l) through (f)(7) hereof, deemed to have issued or sold, any
shares of Common Stock for no consideration or for a consideration per share
less than $0.54, then and in each such case (a "TRIGGER ISSUANCE") the
then-existing Warrant Price, shall be reduced, as of the close of business on
the effective date of the Trigger Issuance, to a price determined as follows:

                  Adjusted Warrant Price = (A X B) + D
                                           -----------
                                               A+C

                           where

                           "A" equals the number of shares of Common Stock
outstanding, including Additional Shares of Common Stock (as defined below)
deemed to be issued hereunder, immediately preceding such Trigger Issuance;

                           "B" equals the Warrant Price in effect immediately
preceding such Trigger Issuance;

                           "C" equals the number of Additional Shares of Common
Stock issued or deemed issued hereunder as a result of the Trigger Issuance; and

                           "D" equals the aggregate consideration, if any,
received or deemed to be received by the Company upon such Trigger Issuance

provided, however, that in no event shall the Warrant Price after giving effect
to such Trigger Issuance be greater than the Warrant Price in effect prior to
such Trigger Issuance.

                                      -5-


<PAGE>

                  For purposes of this subsection (f), "Additional Shares of
Common Stock" shall mean all shares of Common Stock issued by the Company or
deemed to be issued pursuant to this subsection (f), other than Excluded
Issuances (as defined in subsection (g) hereof).

                  For purposes of this subsection (f), the following subsections
(f)(l) to (f)(7) shall also be applicable:

                           (f)(1) Issuance of Rights or Options. In case at any
                  time the Company shall in any manner grant (directly and not
                  by assumption in a merger or otherwise) any warrants or other
                  rights to subscribe for or to purchase, or any options for the
                  purchase of, Common Stock or any stock or security convertible
                  into or exchangeable for Common Stock (such warrants, rights
                  or options being called "Options" and such convertible or
                  exchangeable stock or securities being called "Convertible
                  Securities") whether or not such Options or the right to
                  convert or exchange any such Convertible Securities are
                  immediately exercisable, and the price per share for which
                  Common Stock is issuable upon the exercise of such Options or
                  upon the conversion or exchange of such Convertible Securities
                  (determined by dividing (i) the sum (which sum shall
                  constitute the applicable consideration) of (x) the total
                  amount, if any, received or receivable by the Company as
                  consideration for the granting of such Options, plus (y) the
                  aggregate amount of additional consideration payable to the
                  Company upon the exercise of all such Options, plus (z), in
                  the case of such Options which relate to Convertible
                  Securities, the aggregate amount of additional consideration,
                  if any, payable upon the issue or sale of such Convertible
                  Securities and upon the conversion or exchange thereof, by
                  (ii) the total maximum number of shares of Common Stock
                  issuable upon the exercise of such Options or upon the
                  conversion or exchange of all such Convertible Securities
                  issuable upon the exercise of such Options) shall be less than
                  the Warrant Price in effect immediately prior to the time of
                  the granting of such Options, then the total number of shares
                  of Common Stock issuable upon the exercise of such Options or
                  upon conversion or exchange of the total amount of such
                  Convertible Securities issuable upon the exercise of such
                  Options shall be deemed to have been issued for such price per
                  share as of the date of granting of such Options or the
                  issuance of such Convertible Securities and thereafter shall
                  be deemed to be outstanding for purposes of adjusting the
                  Warrant Price. Except as otherwise provided in subsection
                  8(f)(3), no adjustment of the Warrant Price shall be made upon
                  the actual issue of such Common Stock or of such Convertible
                  Securities upon exercise of such Options or upon the actual
                  issue of such Common Stock upon conversion or exchange of such
                  Convertible Securities.

                           (f)(2) Issuance of Convertible Securities. In case
                  the Company shall in any manner issue (directly and not by
                  assumption in a merger or otherwise) or sell any Convertible
                  Securities, whether or not the rights to exchange or convert
                  any such Convertible Securities are immediately exercisable,
                  and the price per share for which Common Stock is issuable
                  upon such conversion or exchange

                                      -6-


<PAGE>

                  (determined by dividing (i) the sum (which sum shall
                  constitute the applicable consideration) of (x) the total
                  amount received or receivable by the Company as consideration
                  for the issue or sale of such Convertible Securities, plus (y)
                  the aggregate amount of additional consideration, if any,
                  payable to the Company upon the conversion or exchange
                  thereof, by (ii) the total number of shares of Common Stock
                  issuable upon the conversion or exchange of all such
                  Convertible Securities) shall be less than the Warrant Price
                  in effect immediately prior to the time of such issue or sale,
                  then the total maximum number of shares of Common Stock
                  issuable upon conversion or exchange of all such Convertible
                  Securities shall be deemed to have been issued for such price
                  per share as of the date of the issue or sale of such
                  Convertible Securities and thereafter shall be deemed to be
                  outstanding for purposes of adjusting the Warrant Price,
                  provided that (a) except as otherwise provided in subsection
                  8(f)(3), no adjustment of the Warrant Price shall be made upon
                  the actual issuance of such Common Stock upon conversion or
                  exchange of such Convertible Securities and (b) no further
                  adjustment of the Warrant Price shall be made by reason of the
                  issue or sale of Convertible Securities upon exercise of any
                  Options to purchase any such Convertible Securities for which
                  adjustments of the Warrant Price have been made pursuant to
                  the other provisions of subsection 8(f).

                           (f)(3) Change in Option Price or Conversion Rate.
                  Upon the happening of any of the following events, namely, if
                  the purchase price provided for in any Option referred to in
                  subsection 8(f)(l) hereof, the additional consideration, if
                  any, payable upon the conversion or exchange of any
                  Convertible Securities referred to in subsections 8(f)(l) or
                  8(f)(2), or the rate at which Convertible Securities referred
                  to in subsections 8(f)(l) or 8(f)(2) are convertible into or
                  exchangeable for Common Stock shall change at any time
                  (including, but not limited to, changes under or by reason of
                  provisions designed to protect against dilution), the Warrant
                  Price in effect at the time of such event shall forthwith be
                  readjusted to the Warrant Price which would have been in
                  effect at such time had such Options or Convertible Securities
                  still outstanding provided for such changed purchase price,
                  additional consideration or conversion rate, as the case may
                  be, at the time initially granted, issued or sold. On the
                  termination of any Option for which any adjustment was made
                  pursuant to this subsection 8(f) or any right to convert or
                  exchange Convertible Securities for which any adjustment was
                  made pursuant to this subsection 8(f) (including without
                  limitation upon the redemption or purchase for consideration
                  of such Convertible Securities by the Company), the Warrant
                  Price then in effect hereunder shall forthwith be changed to
                  the Warrant Price which would have been in effect at the time
                  of such termination had such Option or Convertible Securities,
                  to the extent outstanding immediately prior to such
                  termination, never been issued.

                           (f)(4) Stock Dividends. Subject to the provisions of
                  this Section 8(f), in case the Company shall declare a
                  dividend or make any other distribution upon any stock of the
                  Company (other than the Common Stock) payable in Common Stock,
                  Options or Convertible Securities, then any Common Stock,
                  Options or

                                      -7-


<PAGE>

                  Convertible Securities, as the case may be, issuable in
                  payment of such dividend or distribution shall be deemed to
                  have been issued or sold without consideration.

                           (f)(5) Consideration for Stock. In case any shares of
                  Common Stock, Options or Convertible Securities shall be
                  issued or sold for cash, the consideration received therefor
                  shall be deemed to be the net amount received by the Company
                  therefor, after deduction therefrom of any expenses incurred
                  or any underwriting commissions or concessions paid or allowed
                  by the Company in connection therewith. In case any shares of
                  Common Stock, Options or Convertible Securities shall be
                  issued or sold for a consideration other than cash, the amount
                  of the consideration other than cash received by the Company
                  shall be deemed to be the fair value of such consideration as
                  determined in good faith by the Board of Directors of the
                  Company, after deduction of any expenses incurred or any
                  underwriting commissions or concessions paid or allowed by the
                  Company in connection therewith. In case any Options shall be
                  issued in connection with the issue and sale of other
                  securities of the Company, together comprising one integral
                  transaction in which no specific consideration is allocated to
                  such Options by the parties thereto, such Options shall be
                  deemed to have been issued for such consideration as
                  determined in good faith by the Board of Directors of the
                  Company. If Common Stock, Options or Convertible Securities
                  shall be issued or sold by the Company and, in connection
                  therewith, other Options or Convertible Securities (the
                  "Additional Rights") are issued, then the consideration
                  received or deemed to be received by the Company shall be
                  reduced by the fair market value of the Additional Rights (as
                  determined using the Black-Scholes option pricing model or
                  another method mutually agreed to by the Company and the
                  Warrantholder). The Board of Directors of the Company shall
                  respond promptly, in writing, to an inquiry by the
                  Warrantholder as to the fair market value of the Additional
                  Rights. In the event that the Board of Directors of the
                  Company and the Warrantholder are unable to agree upon the
                  fair market value of the Additional Rights, the Company and
                  the Warrantholder shall jointly select an appraiser, who is
                  experienced in such matters. The decision of such appraiser
                  shall be final and conclusive, and the cost of such appraiser
                  shall be borne evenly by the Company and the Warrantholder.

                           (f)(6) Record Date. In case the Company shall take a
                  record of the holders of its Common Stock for the purpose of
                  entitling them (i) to receive a dividend or other distribution
                  payable in Common Stock, Options or Convertible Securities or
                  (ii) to subscribe for or purchase Common Stock, Options or
                  Convertible Securities, then such record date shall be deemed
                  to be the date of the issue or sale of the shares of Common
                  Stock deemed to have been issued or sold upon the declaration
                  of such dividend or the making of such other distribution or
                  the date of the granting of such right of subscription or
                  purchase, as the case may be.

                           (f)(7) Treasury Shares. The number of shares of
                  Common Stock outstanding at any given time shall not include
                  shares owned or held by or for the account of the Company or
                  any of its wholly-owned subsidiaries, and the

                                      -8-


<PAGE>

                  disposition of any such shares (other than the cancellation or
                  retirement thereof) shall be considered an issue or sale of
                  Common Stock for the purpose of this subsection (f).

                  (g) Anything herein to the contrary notwithstanding, the
Company shall not be required to make any adjustment of the Warrant Price in the
case of the issuance of (A) capital stock, Options or Convertible Securities
issued to directors, officers, employees or consultants of the Company in
connection with their service as directors of the Company, their employment by
the Company or their retention as consultants by the Company pursuant to an
equity compensation program approved by the Board of Directors of the Company or
the compensation committee of the Board of Directors of the Company, (B) shares
of Common Stock issued upon the conversion or exercise of Options or Convertible
Securities issued prior to the date hereof, (C) securities issued pursuant to
that certain Securities Purchase Agreement dated July __, 2004, among the
Company and the Investors named therein (the "Purchase Agreement") and
securities issued upon the exercise or conversion of those securities, and (D)
shares of Common Stock issued or issuable by reason of a dividend, stock split
or other distribution on shares of Common Stock (but only to the extent that
such a dividend, split or distribution results in an adjustment in the Warrant
Price pursuant to the other provisions of this Warrant) (collectively, "Excluded
Issuances").

                  (h) Upon any adjustment to the Warrant Price pursuant to
Section 8(f) above, the number of Warrant Shares purchasable hereunder shall be
adjusted by multiplying such number by a fraction, the numerator of which shall
be the Warrant Price in effect immediately prior to such adjustment and the
denominator of which shall be the Warrant Price in effect immediately
thereafter.

         Section 9. 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 10. 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 11. 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 subject
adjustment.

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<PAGE>

         Section 12. IDENTITY OF TRANSFER AGENT. The Transfer Agent for the
Common Stock is Nevada Agency & Trust Co. 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. Unless otherwise provided, any notice required or
permitted under this Warrant shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery,
then such notice shall be deemed given upon such delivery, (ii) if given by
telex or facsimile, then such notice shall be deemed given upon receipt of
confirmation of complete transmittal, (iii) if given by mail, then such notice
shall be deemed given upon the earlier of (A) receipt of such notice by the
recipient or (B) three days after such notice is deposited in first class mail,
postage prepaid, and (iv) if given by an internationally recognized overnight
air courier, then such notice shall be deemed given one business day after
delivery to such carrier. All notices shall be addressed as follows: if to the
Warrantholder, at its address as set forth in the Company's books and records
and, if to the Company, at the address as follows, or at such other address as
the Warrantholder or the Company may designate by ten days' advance written
notice to the other:

                           If to the Company:

                                    VisiJet, Inc.
                                    192 Technology Drive, Suite Q
                                    Irvine, California 92618
                                    Attention: Larry Schreiber
                                    Fax: 949.453.9652

         Section 14. REGISTRATION RIGHTS. The initial Warrantholder is entitled
to the benefit of certain registration rights with respect to the shares of
Common Stock issuable upon the exercise of this Warrant as provided in the
Registration Rights Agreement, and any subsequent Warrantholder may be entitled
to such rights.

         Section 15. 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 16. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
TRIAL. This Warrant shall be governed by, and construed in accordance with, the
internal laws of the State of New York, without reference to the choice of law
provisions thereof. The Company and, by accepting this Warrant, the
Warrantholder, each irrevocably submits to the exclusive jurisdiction of the
courts of the State of New York located in New York County and the United States
District Court for the Southern District of New York for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this Warrant
and the transactions contemplated hereby. Service of process in connection with
any such suit, action or proceeding

                                      -10-


<PAGE>

may be served on each party hereto anywhere in the world by the same methods as
are specified for the giving of notices under this Warrant. The Company and, by
accepting this Warrant, the Warrantholder, each irrevocably consents to the
jurisdiction of any such court in any such suit, action or proceeding and to the
laying of venue in such court. The Company and, by accepting this Warrant, the
Warrantholder, each irrevocably waives any objection to the laying of venue of
any such suit, action or proceeding brought in such courts and irrevocably
waives any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS
ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL
BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT
COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

         Section 17. CASHLESS EXERCISE. Notwithstanding any other provision
contained herein to the contrary, the Warrantholder may elect to receive,
without the payment by the Warrantholder of the aggregate Warrant Price in
respect of the shares of Common Stock to be acquired, shares of Common Stock
equal to the value of this Warrant or any portion hereof by the surrender of
this Warrant (or such portion of this Warrant being so exercised) together with
the Net Issue Election Notice annexed hereto as Appendix B duly executed, at the
office of the Company. Thereupon, the Company shall issue to the Warrantholder
such number of fully paid, validly issued and nonassessable shares of Common
Stock as is computed using the following formula:

                                 X = Y (A - B)
                                     ---------
                                         A

where

                  X = the number of shares of Common Stock which the
Warrantholder has then requested be issued to the Warrantholder;

                  Y = the total number of shares of Common Stock covered by this
Warrant which the Warrantholder has surrendered at such time for cash-less
exercise (including both shares to be issued to the Warrantholder and shares to
be canceled as payment therefor);

                  A = the "Market Price" of one share of Common Stock as at the
time the net issue election is made; and

                  B = the Warrant Price in effect under this Warrant at the time
the net issue election is made.

         Section 18. 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.

                                      -11-


<PAGE>

         Section 19. AMENDMENT; WAIVER. Any term of this Warrant may be amended
or waived (including the adjustment provisions included in Section 8 of this
Warrant) only upon the written consent of the Company and the Warrantholder.

         Section 20. 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.

                                      -12-


<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of the 23day of July, 2004.

                                 VISIJET, INC.



                                 By: /s/ Laurence M. Schreiber
                                 ------------------------------------------
                                 Name: Laurence M. Schreiber
                                 Title: COO, Corporate Secretary and Treasurer


                                      -13-


<PAGE>

                                   APPENDIX A
                                  VISIJET, INC.
                              WARRANT EXERCISE FORM

To VisiJet, 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
                           _____________________________________

                           _____________________________________
                           Federal Tax ID or Social Security No.


         and delivered by (certified mail to the above address, or
(electronically (provide DWAC Instructions:____________________________), or
(other (specify):

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.


Dated:____________________, ______


Note: The signature must correspond with
                                    Signature:_____________________________
the name of the Warrantholder
as written on the first page        _______________________________________
of the Warrant in every             Name (please print
particular, without alteration      _______________________________________
or enlargement or any change        _______________________________________
whatever, unless the Warrant has    Address
been assigned.                      _______________________________________
                                    Federal Identification
                                    or Social Security No.

                                      -14-


<PAGE>

                                    Assignee:
                                    _______________________________________
                                    _______________________________________
                                    _______________________________________

                                      -15-


<PAGE>

                                   APPENDIX B
                                  VISIJET, INC.
                            NET ISSUE ELECTION NOTICE

To: VisiJet, Inc.
Date:________________


         The undersigned hereby elects under SECTION 17 of this Warrant to
surrender the right to purchase _________________ shares of Common Stock
pursuant to this Warrant and hereby requests the issuance of _________shares of
Common Stock. The certificate(s) for the shares issuable upon such net issue
election shall be issued in the name of the undersigned or as otherwise
indicated below.



___________________________________
Signature

___________________________________
Name for Registration

___________________________________
Mailing Address

                                      -16-