**Exhibit
        4.13**
  **WINSONIC
          DIGITAL MEDIA GROUP, LTD.**
 
 NEITHER
          THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER ANY
          APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE
          UPON
          EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH
          A VIEW
          TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED
          OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION
          THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS.
          THE
          COMPANY (AS DEFINED BELOW), IN ITS SOLE DISCRETION, SHALL HAVE THE RIGHT
          TO
          REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO
          THE
          EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH
          ANY
          PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE
          SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT ISSUED
          IN
          EXCHANGE FOR THIS WARRANT.
 
 **VOID
          AFTER 5:00 P.M. (EST) ON FEBRUARY 9, 2009**
 
 **WINSONIC
          DIGITAL MEDIA GROUP, LTD.**
 **STOCK
          PURCHASE WARRANT**
 
 
 Warrant No. ____________
                
                As of February 9,
                  2008
  FOR
          VALUE
          RECEIVED, Winsonic Digital Media Group, Ltd., a Nevada corporation (the
          “ Company ”),
          hereby grants to **____________** ,
          of
          _____________________, or its registered successors and/or assigns (the
          “ Warrantholder ”)
          the
          right to purchase from the Company **_________
          shares** (the
“ Warrant
          Shares ”)
          of the
          Company’s common stock, par value $0.001 per share (the “ Common
          Stock ”),
          at a
          price per share of $0.40 (the “ Exercise
          Price ”),
          at
          any time on or after the date hereof (the “ Warrant
          Commencement Date ”)
          until
          5:00 p.m. (EST) on February 9, 2009 (the “ Expiration
          Time ”).
          As
          provided herein, the Exercise Price and the number of shares of Common
          Stock or
          other securities which may be purchased upon the exercise of this Warrant
          are,
          upon the happening of certain events, subject to modification and
          adjustment. **
 
 
 The
          rights of the registered holder of this Warrant shall be subject to the
          following further terms and conditions:
 
 
 **1.**  **Exercise
          of Warrant** **.**
 
 (a)  This
          Warrant may be exercised, in whole or in part, at any time and from time
          to
          time, during the period commencing on the Warrant Commencement Date and
          terminating at the Expiration Time.
 
 (b)  This
          Warrant shall be deemed to have been exercised when the Company has received
          at
          its principal office all of the following items (the “ Exercise
          Time ”):
 
 (i)  this
          Warrant;
 
 (ii)  a
          completed exercise form in the form attached hereto (the “ Exercise
          Form ”),
          executed by the Warrantholder exercising all or part of the purchase rights
          represented by this Warrant;
 
 (iii)  the
          payment in full to the Company of an amount of consideration therefor equal
          to
          the Exercise Price in effect on the date of such exercise multiplied by
          the
          number of Warrant Shares with respect to which this Warrant is then being
          exercised, payable by certified or official bank check or wire transfer
          of
          immediately available funds.
 
 (c)  As
          soon
          as practicable, but no later than ten business days following the Exercise
          Time,
          the Company, at its expense (including the payment by it of any applicable
          taxes), will cause to be issued in the name of and delivered to the
          Warrantholder, or such other person identified in the Exercise Form,
          certificates evidencing the number of Warrant Shares to which the Warrantholder,
          or such other person identified in the Exercise Form, shall be entitled.
          Unless
          this Warrant has expired or all of the purchase rights represented hereby
          have
          been exercised, the Company shall prepare a new Warrant, substantially
          indentical hereto, representing the rights formerly represented by this
          Warrant
          which have not expired or been exercised and shall, within such ten business
          day
          period, deliver such new Warrant to the person designated for delivery
          in the
          Exercise Form.
 
 (d)  No
          certificates for fractional Warrant Shares shall be issued upon the exercise
          of
          all or any part of this Warrant. In lieu of issuing any fractional Warrant
          Shares the Company shall round up the calculation of the number of Warrant
          Shares issuable upon exercise to the nearest whole number of Warrant
          Shares.
 
 (e)  The
          Warrant Shares issuable upon the exercise of this Warrant shall be deemed
          to
          have been issued to the Warrantholder at the Exercise Time, and the
          Warrantholder shall be deemed for all purposes to have become the record
          holder
          of such Warrant Shares at the Exercise Time; provided , that ,
          if the
          Company shall have notified the Warrantholder in writing, that additional
          documentation and/or information is required to effect the exercise of
          this
          Warrant, for the purpose of Section 1(b), the “Exercise Time” shall be the time
          when the Company receives such documentation and/or information.
 
 2
 **2.**  **Issuance
          and Reservation of Warrant Shares** **.** The
          Company covenants and agrees that:
 
 (a)  all
          Warrant Shares which may be issued upon the exercise of all or part of
          this
          Warrant will, upon issuance in accordance with the terms hereof, be validly
          issued, fully paid and non-assessable and free from all taxes, liens and
          charges
          with respect to the issue thereof;
 
 (b)  at
          all
          times prior to the Expiration Time, the Company shall keep reserved for
          issuance
          a sufficient number of authorized shares of Warrant Shares to permit the
          exercise in full of this Warrant; and
 
 (c)  if
          any
          shares of Common Stock to be reserved for the purpose of the issuance of
          Warrant
          Shares upon the exercise of this Warrant require registration with, or
          approval
          of, any governmental authority under any federal or state law before such
          shares
          may be validly issued or delivered upon exercise, then the Company will
          promptly
          use its commercially reasonable best efforts to effect such registration
          or
          obtain such approval, as the case may be.
 
 **3.**  **Adjustments
          of Exercise Price; Number and Character of Warrant
          Shares** **.** The
          Exercise Price and the number and kind of securities, purchasable upon
          the
          exercise of this Warrant shall be subject to adjustment from time to time
          upon
          the happening of the events enumerated in this Section 3.
 
 (a)  *Stock
          Dividends, Subdivisions and Combinations.* In case
          the Company shall at any time on or after the Warrant Commencement Date
          and on
          or before the Expiration Time:
 
 (i)  pay
          a
          dividend in shares of Common Stock or make a distribution in shares of
          Common
          Stock or such other stock to holders of all its outstanding shares of Common
          Stock;
 
 (ii)  subdivide
          or reclassify the outstanding shares of Common Stock into a greater number
          of
          shares;
 
 (iii)  combine
          the outstanding shares of Common Stock into a smaller number of shares
          of Common
          Stock; or
 
 (iv)  issue
          by
          reclassification of its shares of Common Stock other securities of the
          Company
          (including any such reclassification in connection with a consolidation
          or
          merger in which the Company is the continuing corporation);
 
 then
          the
          number and kind of Warrant Shares purchasable upon exercise of this Warrant
          immediately prior thereto shall be adjusted so that the Warrantholder shall
          be
          entitled to receive the kind and number of shares of Common Stock or other
          securities of the Company which the Warrantholder would have owned or have
          been
          entitled to receive after the happening of any of the events described
          above had
          this Warrant been exercised immediately prior to the earlier of the happening
          of
          such event or any record date in respect thereto. In the event of any adjustment
          of the number of Warrant Shares purchasable upon the exercise of this Warrant
          pursuant to this Section 3(a), the Exercise Price shall be adjusted to
          be the
          amount resulting from dividing the number of shares of Common Stock (including
          fractional shares of Common Stock) covered by such Warrant immediately
          after
          such adjustment into the total amount payable upon exercise of such Warrant
          in
          full immediately prior to such adjustment. An adjustment made pursuant
          to this
          Section 3(a) shall become effective immediately after the effective date
          of such
          event. Such adjustment shall be made successively whenever any event listed
          above shall occur.
 
 3
 (b)  *Extraordinary
          Dividends.* In case
          the Company shall at any time on or after the Warrant Commencement Date
          and on
          or before the Expiration Time fix a record date for the issuance of rights,
          options, or warrants to all holders of its outstanding shares of Common
          Stock,
          entitling them (for a period expiring within 45 days after such record
          date) to
          subscribe for or purchase shares of Common Stock (or securities exchangeable
          for
          or convertible into shares of Common Stock) at a price per share of Common
          Stock
          (or having an exchange or conversion price per share of Common Stock, with
          respect to a security exchangeable for or convertible into shares of Common
          Stock) which is lower than the current Market Price per share of Common
          Stock
          (as defined in Section 3(d) below) on such record date, then the Exercise
          Price
          shall be adjusted by multiplying the Exercise Price in effect immediately
          prior
          to such record date by a fraction, of which (i) the numerator shall be
          the
          number of shares of Common Stock outstanding on such record date plus the
          number of shares of Common Stock which the aggregate offering price of
          the total
          number of shares of Common Stock to be offered (or the aggregate initial
          exchange or conversion price of the exchangeable or convertible securities
          so to
          be offered) would purchase at such current Market Price and (ii) the denominator
          shall be the number of shares of Common Stock outstanding on such record
          date
          plus the number of additional shares of Common Stock to be offered for
          subscription or purchase (or into which the exchangeable or convertible
          securities so to be offered are initially exchangeable or convertible).
          Such
          adjustment shall become effective at the close of business on such record
          date;
          however, to the extent that shares of Common Stock (or securities exchangeable
          for or convertible into shares of Common Stock) are not delivered after
          the
          expiration of such rights, options, or warrants, the Exercise Price shall
          be
          readjusted (but only with respect to exercises of this Warrant after such
          expiration) to the Exercise Price which would then be in effect had the
          adjustments made upon the issuance of such rights, options, or warrants
          been
          made upon the basis of delivery of only the number of shares of Common
          Stock (or
          securities exchangeable for or convertible into shares of Common Stock)
          actually
          issued. In case any subscription price may be paid in a consideration part
          or
          all of which shall be in a form other than cash, the value of such consideration
          shall be as determined in good faith by the Board of Directors of the Company
          and shall be described in a statement mailed to the Warrantholder. Shares
          of
          Common Stock owned by or held for the account of the Company shall not
          be deemed
          outstanding for the purpose of any such computation.
 
 (c)  *Extraordinary
          Distributions.* In case
          the Company shall, at any time on or after the Warrant Commencement Date
          and on
          or before the Expiration Time, distribute to all holders of its shares
          of Common
          Stock (including any such distribution made in connection with a consolidation
          or merger in which the Company is the surviving corporation) evidences
          of its
          indebtedness or assets (excluding cash dividends and distributions payable
          out
          of consolidated net income or earned surplus in accordance with Nevada
          law and
          dividends or distributions payable in shares of stock described in Section
          3(a)
          above) or rights, options, or warrants or exchangeable or convertible securities
          containing the right to subscribe for or purchase shares of Common Stock
          (or
          securities exchangeable for or convertible into shares of Common Stock),
          then
          the Exercise Price shall be adjusted by multiplying the Exercise Price
          in effect
          immediately prior to the record date for such distribution by a fraction,
          of
          which (i) the numerator shall be the current Market Price per share of
          Common
          Stock (as defined in Section 3(d)) on such record date, less the fair
          market value (as determined in good faith by the Board of Directors of
          the
          Company, whose determination shall be conclusive, and described in a notice
          to
          the Warrantholders) of the portion of the evidences of indebtedness or
          assets so
          to be distributed or of such rights, options or warrants applicable to
          one share
          of Common Stock and (ii) the denominator shall be such current Market Price
          per
          share of Common Stock. Such adjustment shall be made whenever any such
          distribution is made, and shall become effective on the date of distribution
          retroactive to the record date for such transaction.
 
 4
 (d)  *Current
          Market Price Defined.* For the
          purpose of any computation under Sections 3(b) and/or 3(c), the current
          “ Market
          Price ”
per
          share of Common Stock at any date shall be deemed to be the average daily
          Closing Price of the shares of Common Stock for twenty consecutive trading
          days
          ending three trading days before the date in question. The term “ Closing
          Price ”
of
          the
          shares of Common Stock for a day or days shall mean (i) if the shares of
          Common
          Stock are listed or admitted for trading on a national securities exchange,
          the
          last reported sales price regular way, or, in case no such reported sale
          takes
          place on such day or days, the average of the reported closing bid and
          asked
          prices regular way, in either case on the principal national securities
          exchange
          on which the shares of the Common Stock are listed or admitted for trading,
          or
          (ii) if the shares of Common Stock are not listed or admitted for trading
          on a
          national securities exchange, (A) the last transaction price for the Common
          Stock on The Nasdaq Stock Market (“ Nasdaq ”)
          or, in
          the case no such reported transaction takes place on such day or days,
          the
          average of the reported closing bid and asked prices thereof quoted on
          Nasdaq,
          or (B) if the shares of Common Stock are not quoted on Nasdaq, the average
          of
          the closing bid and asked prices of the Common Stock as quoted on the
          Over-The-Counter Bulletin Board maintained by the NASD, or (C) if the shares
          of
          Common Stock are not quoted on Nasdaq nor on the Bulletin Board, the average
          of
          the closing bid and asked prices of the common stock in the over-the-counter
          market, as reported by The Pink Sheets, LLC, or an equivalent generally
          accepted
          reporting service, or (iii) if on any such day or days the shares of Common
          Stock are not listed on a national securities exchange nor quoted on Nasdaq,
          on
          the Bulletin Board, or by The Pink Sheets, LLC, the fair market value of
          the
          shares of Common Stock on such day or days, as determined in good faith
          by the
          Board of Directors of the Company, shall be used.
 
 (e)  *Capital
          Reorganizations and Other Reclassifications.* In
          case
          of any capital reorganization of the Company, or of any reclassification
          of the
          shares of Common Stock (other than a reclassification, subdivision or
          combination of shares of Common Stock referred to in Section 3(a)), or
          in case
          of the consolidation of the Company with, or the merger of the Company
          with, or
          merger of the Company into, any other corporation (other than a reclassification
          of the shares of Common Stock referred to in Section 3(a) or a consolidation
          or
          merger which does not result in any reclassification or change of the
          outstanding shares of Common Stock) or of the sale of the properties and
          assets
          of the Company as, or substantially as, an entirety to any other corporation
          or
          entity occurring on or after the Warrant Commencement Date and on or before
          the
          Expiration Time, this Warrant shall, after such capital reorganization,
          reclassification of shares of Common Stock, consolidation, merger, or sale,
          be
          exercisable, upon the terms and conditions specified in this Warrant, for
          the
          kind, amount and number of shares or other securities, assets, or cash
          to which
          a holder of the number of shares of Common Stock purchasable (at the time
          of
          such capital reorganization, reclassification of shares of Common Stock,
          consolidation, merger or sale) upon exercise of this Warrant would have
          been
          entitled to receive upon such capital reorganization, reclassification
          of shares
          of Common Stock, consolidation, merger, or sale, as otherwise provided
          herein;
          and in any such case, if necessary, the provisions set forth in this Section
          3
          with respect to the rights and interests thereafter of the Warrantholder
          shall
          be appropriately adjusted so as to be applicable, as nearly equivalent
          as
          possible, to any shares or other securities, assets, or cash thereafter
          deliverable on the exercise of this Warrant. The Company shall not effect
          any
          such consolidation, merger, or sale, unless prior to or simultaneously
          with the
          consummation thereof the successor corporation or entity (if other than
          the
          Company) resulting from such consolidation or merger or the corporation
          or
          entity purchasing such assets or other appropriate corporation or entity
          shall
          assume, by written instrument, the obligation to deliver to the Warrantholder
          such shares, securities, assets, or cash as, in accordance with the foregoing
          provisions, such holders may be entitled to purchase and the other obligations
          hereunder. The subdivision or combination of shares of Common Stock at
          any time
          outstanding into a greater or lesser number of shares shall not be deemed
          to be
          a reclassification of the shares of Common Stock for purposes of this Section
          3(e).
 
 5
 (f)  *Minimum
          Adjustment.* Except
          as
          hereinafter provided, no adjustment of the Exercise Price hereunder shall
          be
          made if such adjustment results in a change of the Exercise Price then
          in effect
          of less than five cents ($0.05) per share. Any adjustment of less than
          five
          cents ($0.05) per share of any Exercise Price shall be carried forward
          and shall
          be made at the time of and together with any subsequent adjustment, which,
          together with adjustment or adjustments so carried forward, amounts to
          five
          cents ($0.05) per share or more. However, upon exercise of this Warrant,
          the
          Company shall make all necessary adjustments (to the nearest cent) not
          theretofore made to the Exercise Price up to and including the effective
          date
          upon which this Warrant is exercised.
 
 (g)  *Notice
          of Adjustments.* Whenever
          the Exercise Price shall be adjusted pursuant to this Section 3, the Company
          shall promptly deliver a certificate signed by the President or a Vice
          President
          and by the Chief Executive Officer, Chief Financial Officer, Treasurer
          or an
          Assistant Treasurer or the Secretary or an Assistant Secretary of the Company,
          setting forth, in reasonable detail, the event requiring the adjustment,
          the
          amount of the adjustment, the method by which such adjustment was calculated
          (including a description of the basis on which the Board of Directors of
          the
          Company made any determination hereunder), by first class mail postage
          prepaid
          to the Warrantholder.
 
 (h)  *Deferral
          of Issuance of Additional Shares in Certain Circumstances.* In
          any
          case in which this Section 3 shall require that an adjustment in the Exercise
          Price be made effective as of a record date for a specified event, the
          Company
          may elect to defer until the occurrence of such event issuing to the holder
          of a
          Warrant exercised after such record date the shares of Common Stock, if
          any,
          issuable upon such exercise over and above the Warrant Shares, if any,
          issuable
          upon such exercise on the basis of the Exercise Price in effect prior to
          such
          adjustment; provided , however ,
          that
          the Company shall deliver as soon as practicable to such holder a due bill
          or
          other appropriate instrument evidencing such holder’s right to receive such
          additional shares of Common Stock upon the occurrence of the event requiring
          such adjustment.
 
 6
 (i)  *Company
          Right to Reduce the Exercise Price.* Notwithstanding anything contained in this Warrant to the contrary, the
          Company
          has the right, exercisable in the Company’s sole discretion, at any time prior
          to the Expiration Time, and from time to time, on not less than 30 days’ prior
          written notice (each, a “ Reduced
          Exercise Price Notice ”),
          to
          reduce the Exercise Price as then in effect; provided that the
          period in which such reduced Exercise Price shall be in effect shall be
          for no
          less than fifteen nor more than 90 days and such period shall be clearly
          identified in the Reduced Exercise Price Notice.
 
 **4.**  **Replacement
          of Warrant** **.** On
          receipt of evidence reasonably satisfactory to the Company of the loss,
          theft,
          destruction or mutilation of this Warrant, and, in each case of loss, theft
          or
          destruction, delivery of an indemnity agreement reasonably satisfactory
          in form
          and substance to the Company or, in the case of mutilation, on surrender
          and
          cancellation of this Warrant, the Company at its expense shall execute
          and
          deliver, in lieu of this Warrant, a new Warrant of like tenor.
 
 **5.**  **Registration** **.** This
          Warrant, as well as all other warrant certificates representing warrants
          issued
          by the Company shall be numbered and shall be registered in a register
          (the
“ Warrant
          Register ”)
          maintained at the Company’s principal office as they are issued. The Warrant
          Register shall list the name, address and Social Security or other Federal
          Identification Number, if any, of the Warrantholder. The Company shall
          be
          entitled to treat the Warrantholder as set forth in the Warrant Register
          as the
          owner in fact of this Warrant for all purposes and shall not be bound to
          recognize any equitable or other claim to or interest in this Warrant on
          the
          part of any other person, and shall not be liable for any registration
          of
          transfer of all or a portion of this Warrant that are registered or to
          be
          registered in the name of a fiduciary or the nominee of a fiduciary unless
          made
          with the actual knowledge that a fiduciary or nominee is committing a breach
          of
          trust in requesting such registration of transfer, or with such knowledge
          of
          such facts that its participation therein amounts to bad faith.
 
 **6.**  **Exchange
          of Warrant** **.** This
          Warrant may be exchanged for another certificate or certificates entitling
          the
          Warrantholder thereof to purchase a like aggregate number of Warrant Shares
          as
          this Warrant entitles such Warrantholder to purchase. A Warrantholder desiring
          to so exchange this Warrant shall make such request in writing delivered
          to the
          Company, and shall surrender this Warrant therewith. Thereupon, the Company
          shall execute and deliver to the person entitled thereto a new certificate
          or
          certificates, as the case may be, as so requested.
 
 7
 **7.**  **Notices** **.** All
          notices and other communications required or permitted to be given hereunder
          shall be in writing and shall be deemed given when personally delivered
          or sent
          by registered or certified mail (return receipt requested, postage prepaid),
          facsimile transmission or overnight courier, if to the Warrantholder, at
          such
          address as is shown on the Warrant Register or as may otherwise may have
          been
          furnished to the Company in writing in accordance with this Section 7 by
          the
          Warrantholder and, if to the Company:
 
 Winsonic
          Digital Media Group, LTD.
 101
          Marietta Street, Suite 2600
 Atlanta,
          GA 30303
 Attention:
          Mr. Winston D. Johnson, Chairman of the Board and CEO
 Facsimile
          Number: (404) 230-5710
 
 or
          such
          other address as the Company shall give notice thereof to the Warrantholder
          in
          accordance with this Section 7.
 
 **8.**  **Piggy-Back
          Registration Rights** **.**
 
 (a) *Defined
          Terms* .
          As used
          in this Section 8, terms defined elsewhere herein shall have their assigned
          meanings and each of the following terms shall have the following meanings
          (such
          definitions to be applicable to both the plural and singular of the terms
          defined):
 
 (i)  Registrable
          Securities; Effectiveness Period .
          The
          term “ Registrable
          Securities ”
shall
          mean any shares of the Company Common Stock issuable upon exercise of this
          Warrant in accordance with the terms and conditions hereof. For the purposes
          of
          this Section 8, securities will cease to be Registrable Securities when
          (A) a registration statement under the Act, covering such Registrable
          Securities has been declared effective and (1) such Registrable Securities
          have
          been disposed of pursuant to such effective registration statement or (2)
          such
          registration statement has remained effective for 270 consecutive days,
          (B) such
          Registrable Securities are transferred pursuant to an exemption from the
          registration requirements of the Act, including, without limitation, Rules
          144
          and 144A promulgated thereunder, (C) such Registrable Securities are eligible
          for sale pursuant to Rule 144(k) of the Act (or any similar provision then
          in
          force) or (D) such Registrable Securities have been otherwise transferred
          and
          the Company, in accordance with applicable law and regulations, has delivered
          new certificates or other evidences of ownership for such securities which
          are
          not subject to any stop transfer order or other restriction on transfer
          ((A)
          through (D) collectively referred to herein as the “ Effectiveness
          Period ”).
 
 (ii)  Rightsholders .
          The
          term “ Rightsholder ”
shall
          include the Warrantholder, all successors and assigns of the Warrantholder
          and
          all transferees of Registrable Securities where such transfer affirmatively
          includes the transfer and assignment of the rights of the Warrantholder
          under
          this Warrant with respect to the transferred Registrable Securities and
          such
          transferee agrees in writing to assume all of the Warrantholder’s agreements,
          obligations and liabilities under this Warrant.
 
 8
 (b) *Piggy-Back
          Registration* .
 
 (i)  If,
          at
          any time on or after the date hereof and prior to the Expiration Time,
          the
          Company proposes to file a registration statement under the Act with respect
          to
          an offering by the Company or any other party of any class of equity security
          similar to any Registrable Securities (other than a registration statement
          on
          Form S-4 or Form S-8 or any successor form or a registration statement
          filed
          solely in connection with a stock option or other employee benefit plan,
          an
          exchange offer, a business combination transaction or an offering of securities
          solely to the existing stockholders or employees of the Company), then
          the
          Company, on each such occasion, shall give written notice (each, a “ Piggy-Back
          Notice ”)
          of
          such proposed filing to all of the Rightsholders owning Registrable Securities
          at least fifteen days before the anticipated filing date of such registration
          statement, and such Piggy-Back Notice also shall be required to offer to
          such
          Rightsholders the opportunity to register such aggregate number of Registrable
          Securities as each such Rightsholder may request. Each such Rightsholder
          shall
          have the right, exercisable for the five days immediately following the
          giving
          of a Piggy-Back Notice, to request, by written notice (each, a “ Holder
          Notice ”)
          to the
          Company, the inclusion of all or any portion of the Registrable Securities
          of
          such Rightsholders in such registration statement. The Company shall use
          reasonable efforts to cause the managing underwriter(s) of a proposed
          underwritten offering to permit the inclusion of the Registrable Securities
          which were the subject of all Holder Notices in such underwritten offering
          on
          the same terms and conditions as any similar securities of the Company
          included
          therein. Notwithstanding anything to the contrary contained in this Section
          8(b), if the managing underwriter(s) of such underwritten offering or any
          proposed underwritten offering delivers a written opinion to the Rightsholders
          of Registrable Securities which were the subject of all Holder Notices
          that the
          total amount and kind of securities which they, the Company and any other
          person
          intend to include in such offering is such as to materially and adversely
          affect
          the success of such offering, then the amount of securities to be offered
          for
          the accounts of such Rightsholders and persons other than the Company shall
          be
          eliminated or reduced pro rata (based on the amount of securities owned
          by such
          Rightsholders and other persons which carry registration rights) to the
          extent
          necessary to reduce the total amount of securities to be included in such
          offering to the amount recommended by such managing underwriter(s) in the
          managing underwriter’s written opinion.
 
 (ii)  Number
          of Piggy-Back Registrations; Expenses .
          The
          obligations of the Company under this Section 8 shall be unlimited with
          respect
          to each Rightsholder. Subject to the provisions of Section 8(d) hereof,
          the
          Company will pay all Registration Expenses (as defined below) in connection
          with
          any registration of Registrable Securities effected pursuant to this Section
          8,
          but the Company shall not be responsible for the payment of any underwriter’s
          discount, commission or selling concession in connection therewith.
 
 (iii)  Withdrawal
          or Suspension of Registration Statement .
          Notwithstanding anything contained to the contrary in this Section 8, the
          Company shall have the absolute right, whether before or after the giving
          of a
          Piggy-Back Notice or receipt of a Holder Notice, to determine not to file
          a
          registration statement to which the Rightsholders shall have the right
          to
          include their Registrable Securities therein, to withdraw such registration
          statement or to delay or suspend pursuing the effectiveness of such registration
          statement. In the event of such a determination after the giving of a Piggy-Back
          Notice, the Company shall give notice of such determination to all Rightsholders
          and, thereupon, (A) in the case of a determination not to register or to
          withdraw such registration statement, the Company shall be relieved of
          its
          obligation under this Section 8 to register any of the Registrable Securities
          in
          connection with such registration and (B) in the case of a determination to
          delay the registration, the Company shall be permitted to delay or suspend
          the
          registration of Registrable Securities pursuant to this Section 8(b) for
          the
          same period as the delay in the registration of such other securities.
          No
          registration effected under this Section 8 shall relieve the Company of
          its
          obligation to effect any registration upon demand otherwise granted to
          a
          Rightsholder under any other agreement with the Company.
 
 9
 (c) *Registration
          Procedures* .
 
 (i)  Obligations
          of the Company .
          The
          Company will, in connection with any registration pursuant to Section 8(b)
          hereof, as expeditiously as possible:
 
 (1)  prepare
          and file with the Securities and Exchange Commission (the “ Commission ”)
          a
          registration statement under the Act on any appropriate form chosen by
          the
          Company, in the Company’s sole discretion, which shall be available for the sale
          of all Registrable Securities in accordance with the intended method(s)
          of
          distribution thereof set forth in all applicable Holder Notices, and use
          the
          Company’s commercially reasonable efforts to cause such registration statement
          to become effective as soon thereafter as reasonably practicable; provided ,
          that,
          at least five business days before filing with the Commission of such
          registration statement, the Company shall furnish to each Rightsholder
          whose
          Registrable Securities are to be included therein draft copies of such
          registration statement, including all exhibits thereto; and provided , further ,
          the
          Company shall modify or amend the registration statement as it relates
          to such
          Rightsholder as reasonably requested by such Rightsholder on a timely basis,
          and
          shall reasonably consider other changes to the registration statement (but
          not
          including any exhibit or document incorporated therein by reference) reasonably
          requested by such Rightsholder on a timely basis, in light of the requirements
          of the Act and any other applicable laws and regulations.
 
 (2)  prepare
          and file with the Commission such amendments and supplements to a registration
          statement and the prospectus used in connection therewith as may be necessary
          to
          keep the registration statement effective and to comply with the provisions
          of
          the Act with respect to the sale or other disposition of all securities
          covered
          by the registration statement during the Effectiveness Period;
 
 10
 (3)  furnish
          to such Rightsholder such number of copies of a prospectus, including a
          preliminary prospectus, in conformation with the requirements of the Act,
          and
          such other documents, as such Rightsholder may reasonably request;
 
 (4)  use
          its
          reasonable efforts to register or qualify the Registrable Securities included
          in
          such registration statement under such other securities or blue sky laws
          of such
          jurisdictions as any Rightsholder whose Registrable Securities are included
          in
          such registration statement reasonably requests in writing and do any and
          all
          other acts and things which may be necessary or advisable to enable such
          Rightsholder to consummate the disposition in such jurisdictions of such
          Registrable Securities; provided ,
          that
          the Company will not be required to (i) qualify generally to do business
          in any
          jurisdiction where it would not otherwise be required to qualify but for
          this
          clause (4), (ii) subject itself to taxation in any such jurisdiction or
          (iii)
          take any action which would subject it to general service of process in
          any such
          jurisdiction;
 
 (5)  notify
          each Rightsholder of any Registrable Securities covered by the registration
          statement, promptly at any time when a prospectus relating thereto is required
          to be delivered under the Act, of the occurrence of a Discontinuation Event
          (as
          defined below). For purposes of this Section 8(c)(5), a “ Discontinuation
          Event ”
shall
          mean (i) when the Commission notifies the Company that there will be a
“review”
of such registration statement and whenever the Commission comments in
          writing
          on such registration statement and until the Company has addressed the
          comments
          in a supplemented prospectus and/or amended registration statement and/or
          supplementally; (ii) any request by the Commission or any other Federal
          or state
          governmental authority for amendments or supplements to such registration
          statement or prospectus or for additional information and until the request
          has
          been responded to; (iii) the issuance by the Commission of any stop order
          suspending the effectiveness of such registration statement covering any
          or all
          of the Registrable Securities or the initiation of any proceedings for
          that
          purpose; (iv) the receipt by the Company of any notification with respect
          to the
          suspension of the qualification or exemption from qualification of any
          of the
          Registrable Securities for sale in any jurisdiction, or the initiation
          or
          threatening, in writing, of any proceeding for such purpose; and/or (v)
          the
          occurrence of any event or passage of time that makes the financial statements
          included in such registration statement ineligible for inclusion therein
          or any
          statement made in such registration statement or prospectus or any document
          incorporated or deemed to be incorporated therein by reference untrue in
          any
          material respect or that requires any revisions to such registration statement,
          prospectus or other documents so that, in the case of such registration
          statement or prospectus, as the case may be, it will not contain any untrue
          statement of a material fact or omit to state any material fact required
          to be
          stated therein or necessary to make the statements therein in light of
          the
          circumstances under which they were made, not misleading;
 
 (6)  use
          reasonable efforts to obtain the withdrawal of any order suspending the
          effectiveness of such registration statement at the earliest possible time
          and
          to prevent the entry of such an order;
 
 11
 (7)  make
          available for inspection by each Rightsholder whose Registrable Securities
          are
          included in such registration statement, any underwriter(s) participating
          in any
          disposition pursuant to such registration statement, and any representative,
          agent or employee of or attorney or accountant retained by any such Rightsholder
          or underwriter(s) (collectively, the “ Inspectors ”),
          all
          financial and other records, pertinent corporate documents and properties
          of the
          Company (collectively, the “ Records ”)
          and
          cause the officers, directors and employees of the Company to supply all
          information reasonably requested by any such Inspector in connection with
          such
          registration statement; provided ,
          that
          records which the Company determines, in good faith, to be confidential
          and
          which it notifies the Inspectors are confidential shall not be disclosed
          by the
          Inspectors, unless (i) the release of such Records is ordered pursuant
          to a
          subpoena or other order from a court of competent jurisdiction or (ii)
          the
          disclosure of such Records is required by any applicable law or regulation
          or
          any governmental regulatory body with jurisdiction over such Rightsholder
          or
          underwriter; provided , further ,
          that
          such Rightsholder or underwriter(s) agree that such Rightsholder or
          underwriter(s) will, upon learning the disclosure of such Records is sought
          in a
          court of competent jurisdiction, give notice to the Company and allow the
          Company, at the Company’s expense, to undertake appropriate action to prevent
          disclosure of the Records deemed confidential;
 
 (8)  cooperate
          with the Rightsholder whose Registrable Securities are included in such
          registration statement and the managing underwriter(s), if any, to facilitate
          the timely preparation and delivery of certificates representing Registrable
          Securities to be sold thereunder, not bearing any restrictive legends,
          and
          enable such Registrable Securities to be in such denominations and registered
          in
          such names as such Rightsholder or any managing underwriter(s) may reasonably
          request at least two business days prior to any sale of Registrable
          Securities;
 
 (9)  comply
          with all applicable rules and regulations of the Commission and promptly
          make
          generally available to its security holders an earnings statement covering
          a
          period of twelve months commencing, (i) in an underwritten offering, at
          the end
          of any fiscal quarter in which Registrable Securities are sold to
          underwriter(s), or (ii) in a non-underwritten offering, with the first
          month of
          the Company’s first fiscal quarter beginning after the effective date of such
          registration statement, which earnings statement in each case shall satisfy
          the
          provisions of Section 11(a) of the Act;
 
 (10)  provide
          a
          CUSIP number for all Registrable Securities not later than the effective
          date of
          the registration statement relating to the first public offering of Registrable
          Securities of the Company pursuant hereto;
 
 (11)  enter
          into such customary agreements (including an underwriting agreement in
          customary
          form) and take all such other actions reasonably requested by the Rightsholders
          holding a majority of the Registrable Securities included in such registration
          statement or the managing underwriter(s) in order to expedite and facilitate
          the
          disposition of such Registrable Securities and in such connection, whether
          or
          not an underwriting agreement is entered into and whether or not the
          registration is an underwritten registration, (i) make such representations
          and warranties, if any, to the holders of such Registrable Securities and
          any
          underwriter(s) with respect to the registration statement, prospectus and
          documents incorporated by reference, if any, in form, substance and scope
          as are
          customarily made by issuers to underwriter(s) in underwritten offerings
          and
          confirm the same if and when requested, (ii) obtain opinions of counsel
          to the
          Company and updates thereof addressed to each such Rightsholder and the
          underwriter(s), if any, with respect to the registration statement, prospectus
          and documents incorporated by reference, if any, covering the matters
          customarily covered in opinions requested in underwritten offerings and
          such
          other matters as may be reasonably requested by such Rightsholders and
          underwriter(s), (iii) obtain a “comfort” letter from the Company’s independent
          certified public accountants addressed to such Rightsholders and to the
          underwriter(s), if any, which letters shall be in customary form and cover
          matters of the type customarily covered in “comfort” letters by accountants in
          connection with underwritten public offerings, and (iv) deliver such documents
          and certificates as may be reasonably requested by the Rightsholders holding
          a
          majority of such Registrable Securities and managing underwriter(s), if
          any, to
          evidence compliance with any customary conditions contained in the underwriting
          agreement or other agreement entered into by the Company; each such action
          required by this clause (11) shall be done at each closing under such
          underwriting or similar agreement or as and to the extent required thereunder;
          and
 
 12
 (12)  if
          requested by the holders of a majority of the Registrable Securities included
          in
          such registration statement, use its best efforts to cause all Registrable
          Securities which are included in such registration statement to be listed,
          subject to notice of issuance, by the date of the first sale of such Registrable
          Securities pursuant to such registration statement, on each securities
          exchange,
          if any, on which securities similar to the Registered Securities are
          listed.
 
 (ii)  Obligations
          of Rightsholders .
          In
          connection with any registration of Registrable Securities of a Rightsholder
          pursuant to Section 8(b) hereof:
 
 (1)  The
          Company may require that each Rightsholder whose Registrable Securities
          are
          included in such registration statement furnish to the Company such information
          regarding the distribution of such Registrable Securities and such Rightsholder
          as the Company may from time to time reasonably request in writing;
 
 (2)  Each
          Rightsholder agrees by its acquisition of such Registrable Securities that,
          upon
          receipt of any notice from the Company of the happening of any Discontinuation
          Event, shall forthwith discontinue disposition of Registrable Securities
          pursuant to the registration statement covering such Registrable Securities
          until such Rightsholder’s receipt of the copies of the supplemented prospectus
          and/or amended registration statement or until it is advised in writing
          by the
          Company that the use of the applicable prospectus may be resumed, and,
          in either
          case, has received copies of any additional or supplemental filings that
          are
          incorporated or deemed to be incorporated by reference in such prospectus
          or
          registration statement; and
 
 13
 (3)  It
          shall
          be a condition precedent to the Company's obligation to take any action
          pursuant
          to this Section 8 in respect of the Registrable Securities that are to
          be
          registered at the request of any Rightsholder that such Rightsholder shall
          furnish to the Company such information regarding the securities held by
          such
          Rightsholder, the intended method of disposition thereof and any other
          information as the Company shall reasonably request and as shall be required
          in
          connection with the action taken by the Company. No Rightsholder may participate
          in any underwritten registration hereunder unless such Rightsholder (i)
          agrees
          to sell such holder’s securities on the basis provided in any underwriting
          arrangements approved by the persons entitled hereunder to approve such
          arrangements and to comply with Regulation M under the Securities Exchange
          Act
          of 1934, as amended and (ii) completes and executes all questionnaires,
          appropriate and limited powers of attorney, escrow agreements, indemnities,
          underwriting agreements and other documents reasonably required under the
          terms
          of such underwriting arrangement.
 
 (d) *Registration
          Expenses* .
          All
          expenses incident to the performance of or compliance with this Warrant
          by the
          Company, including, without imitation, all registration and filing fees
          of the
          Commission, NASD, Inc. and other agencies, fees and expenses of compliance
          with
          securities or blue sky laws (including reasonable fees and disbursements
          of
          counsel in connection with blue sky qualifications of the Registrable
          Securities), rating agency fees, printing expenses, messenger and delivery
          expenses, internal expenses (including, without limitation, all salaries
          and
          expenses of its officers and employees performing legal or accounting duties),
          the fees and expenses incurred in connection with the listing, if any,
          of the
          Registrable Securities on any securities exchange and fees and disbursements
          of
          counsel for the Company and the Company’s independent certified public
          accountants (including the expenses of any special audit or “comfort” letters
          required by or incidental to such performance), Act or other liability
          insurance
          (if the Company elects to obtain such insurance), the fees and expenses
          of any
          special experts retained by the Company in connection with such registration
          and
          the fees and expenses of any other person retained by the Company (but
          not
          including any underwriting discounts or commissions attributable to the
          sale of
          Registrable Securities or other out-of-pocket expenses of the Rightsholders,
          or
          the agents who act on their behalf, unless reimbursement is specifically
          approved by the Company) will be borne by the Company. All such expenses
          are
          herein referred to as “ Registration
          Expenses ”.
 
 (e) *Indemnification;
          Contribution* .
 
 (i)  Indemnification
          by the Company .
          The
          Company agrees to indemnify and hold harmless, to the full extent permitted
          by
          law, each Rightsholder, its officers and directors and each person who
          controls
          such Rightsholder (within the meaning of the Act), if any, and any agent
          thereof
          against all losses, claims, damages, liabilities and expenses incurred
          by such
          party pursuant to any actual or threatened suit, action, proceeding or
          investigation (including reasonable attorney’s fees and expenses) arising out of
          or based upon any untrue or alleged untrue statement of a material fact
          contained in any registration statement, prospectus or preliminary prospectus
          or
          any omission or alleged omission to state therein a material fact required
          to be
          stated therein or necessary to make the statements therein (in the case
          of a
          prospectus, in the light of the circumstances under which they were made)
          not
          misleading, except insofar as the same arise out of or are based upon,
          any such
          untrue statement or omission based upon information with respect to such
          Rightsholder furnished in writing to the Company by such Rightsholder expressly
          for use therein.
 
 14
 (ii)  Indemnification
          by Rightsholder .
          In
          connection with any registration statement in which a Rightsholder is
          participating, each such Rightsholder will be required to furnish to the
          Company
          in writing such information with respect to such Rightsholder as the Company
          reasonably requests for use in connection with any such registration statement
          or prospectus, and each Rightsholder agrees to the extent it is such a
          holder of
          Registrable Securities included in such registration statement, and each
          other
          such holder of Registrable Securities included in such Registration Statement
          hereby agrees, to indemnify, to the full extent permitted by law, the Company,
          the directors and officers of the Company and each person who controls
          the
          Company (within the meaning of the Act) and any agent thereof, against
          any
          losses, claims, damages, liabilities and expenses (including reasonable
          attorney’s fees and expenses) incurred by such party pursuant to any actual or
          threatened suit, action, proceeding or investigation arising out of or
          based
          upon any untrue or alleged untrue statement of a material fact or any omission
          or alleged omission of a material fact necessary, to make the statements
          therein
          (in the case of a prospectus, in the light of the circumstances under which
          they
          are made) not misleading, to the extent, but only to the extent, that such
          untrue statement or omission is based upon information relating to such
          Rightsholder or other holder furnished in writing to the Company expressly
          for
          use therein.
 
 (iii)  Conduct
          of Indemnification Proceedings. Promptly
          after receipt by an indemnified party under this Section 8(d) of written
          notice
          of the commencement of any action, proceeding, suit or investigation or
          threat
          thereof made in writing for which such indemnified party may claim
          indemnification or contribution pursuant to this Warrant, such indemnified
          party
          shall notify in writing the indemnifying party of such commencement or
          threat;
          but the omission so to notify the indemnifying party shall not relieve
          the
          indemnifying party from any liability which the indemnifying party may
          have to
          any indemnified party (A) hereunder, unless the indemnifying party is
          actually prejudiced thereby, or (B) otherwise than under this Section 8(d).
          In
          case any such action, suit or proceeding shall be brought against any
          indemnified party, and the indemnified party shall notify the indemnifying
          party
          of the commencement thereof, the indemnifying party shall be entitled to
          participate therein and the indemnifying party shall assume the defense
          thereof,
          with counsel reasonably satisfactory to the indemnified party, and the
          obligation to pay all expenses relating thereto. The indemnified party
          shall
          have the right to employ separate counsel in any such action, suit or proceeding
          and to participate in the defense thereof, but the fees and expenses of
          such
          counsel shall be at the expense of such indemnified party unless (A) the
          indemnifying party has agreed to pay such fees and expenses, (B) the
          indemnifying party shall have failed to assume the defense of such action,
          suit
          or proceeding or to employ counsel reasonably satisfactory to the indemnified
          party therein or to pay all expenses relating thereto or (C) the named
          parties
          to any such action or proceeding (including any impleaded parties) include
          both
          the indemnified party and the indemnifying party and the indemnified party
          shall
          have been advised by counsel that there may be one or more legal defenses
          available to the indemnified party which are different from or additional
          to
          those available to the indemnifying party and which may result in a conflict
          between the indemnifying party and such indemnified party (in which case,
          if the
          indemnified party notifies the indemnifying party in writing that the
          indemnified party elects to employ separate counsel at the expense of the
          indemnifying party, the indemnifying party shall not have the right to
          assume
          the defense of such action or proceeding on behalf of the indemnified party;
          it
          being understood, however, that the indemnifying party shall not, in connection
          with any one such action, suit or proceeding or separate but substantially
          similar or related actions, suits or proceedings in the same jurisdiction
          arising out of the same general allegations or circumstances, be liable
          for the
          fees and expenses of more than one separate firm of attorneys at any time
          for
          the indemnified party, which firm shall be designated in writing by the
          indemnified party).
 
 15
 (iv)  Contribution .
          If the
          indemnification provided for in this Section 8(d) from the indemnifying
          party is
          unavailable to an indemnified party hereunder in respect of any losses,
          claims,
          damages, liabilities or expenses referred to therein, then the indemnifying
          party, in lieu of indemnifying such indemnified party, shall contribute
          to the
          amount paid or payable by such indemnified party as a result of such losses,
          claims, damages, liabilities or expenses (A) in such proportion as is
          appropriate to reflect the relative benefits received by the indemnifying
          party
          on the one hand and the indemnified party on the other or (B) if the
          allocation provided by clause (A) above is not permitted by applicable
          law, in
          such proportion as is appropriate to reflect not only the relative benefits
          received by the indemnifying party on the one hand and the indemnified
          party on
          the other but also the relative fault of the indemnifying party and indemnified
          party, as well as any other relevant equitable considerations. The relative
          fault of such indemnifying party and the indemnified parties shall be determined
          by reference to, among other things, whether any action in question, including
          any untrue or alleged untrue statement of a material fact or omission or
          alleged
          omission to state a material fact, has been made by, or relates to information
          supplied by, such indemnifying party or indemnified parties, and the parties’
relative intent, knowledge, access to information and opportunity to correct
          or
          prevent such action. The amount paid or payable by a party as a result
          of the
          losses, claims, damages, liabilities and expenses referred to above shall
          be
          deemed to include, subject to the limitation set forth in Section 5.5,
          any legal
          or other fees or expenses reasonably incurred by such party in connection
          with
          any investigation or proceeding.
 
 The
          parties hereto agree that it would not be just and equitable if contribution
          pursuant to this Section 8(d)(iv) were determined by pro rata allocation
          or by
          any other method of allocation which does not take into account the equitable
          considerations referred to in clauses (A) and (B) of the immediately
          preceding paragraph. No person guilty of fraudulent misrepresentation (within
          the meaning of Section 11(f) of the Act) shall be entitled to contribution
          from
          any person who was not guilty of such fraudulent misrepresentation.
 
 16
 (v)  Limitation .
          Notwithstanding anything to the contrary contained in this Section 8(d),
          no
          holder of Registrable Securities shall be liable for indemnification and
          contribution payments aggregating an amount in excess of the maximum amount
          received by such holder in connection with any sale of Registrable Securities
          as
          contemplated herein.
 
 **9.**  **Redemption** **.** To the
          extent permitted by applicable law, this Warrant is redeemable by the Company
          in
          whole, but not in part, on not less than ten days’ prior written notice (the
“ Redemption
          Notice ”)
          at a
          redemption price of $0.001 (the “ Redemption
          Price ”),
          at
          any time on or after the Warrant Commencement Date and on or before the
          Expiration Time. The Warrantholders will have full rights to exercise all
          rights
          under this Warrant subject to the Redemption Notice until 5:00 p.m. (EST)
          (the
“ Accelerated
          Expiration Time ”),
          on
          the business day immediately preceding the date fixed for redemption (the
          “ Redemption
          Date ”)
          in the
          Redemption Notice.
 
 **10.**  **Miscellaneous** **.** This
          Warrant and any term hereof may be changed, waived, discharged or terminated
          only by an instrument in writing signed by the party against which enforcement
          of such change, waiver, discharge or termination is sought. This Warrant
          shall
          be governed by and construed in accordance with the laws of the State of
          New
          York without giving effect to conflicts of law principles thereof. The
          headings
          in this Warrant are for purposes of reference only, and shall not limit
          or
          otherwise affect any of the terms hereof.
 
 **Winsonic
                  Digital Media Group, Ltd.**By:Winston
                  Johnson,Chief
                  Executive Officer
  17
   **EXERCISE
          FORM**
 
 Dated:_____________
  
 TO:
          Winsonic Digital Media Group, Ltd. (the “ Company ”)
 
 The
          undersigned hereby irrevocably elects to exercise the right to purchase
          represented by the attached Warrant for, and to purchase thereunder,
          ________________ shares of the Company’s common stock, par value $0.001 (the
“ Common
          Stock ”),
          and
          hereby makes payment of $______________ in payment of the actual Exercise
          Price
          thereof.
 
 [The
          number of share of Common Stock to be issued does not include all shares
          of
          Common Stock purchasable as provided in the attached Warrant and, accordingly,
          a
          certificate evidencing a new Warrant for _________ shares of Common Stock
          is to
          be issued in the name of __________________, whose address is
          _____________________________________________ _________________________________
          and whose (SS#)(FEIN#) is ____________________.]
 
 I
          ACKNOWLEDGE THAT SUCH SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER
          THE
          SECURITIES ACT OF 1933, AS AMENDED OR UNDER ANY APPLICABLE STATE SECURITIES
          LAWS
          AND SUCH SHARES OF COMMON STOCK MAY NOT
          BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM
          UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THE COMPANY,
          IN
          ITS SOLE DISCRETION, SHALL HAVE THE RIGHT TO REQUIRE AN OPINION OF COUNSEL
          REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION
          UNDER THE
          ACT IS NOT REQUIRED IN CONNECTION WITH ANY PROPOSED TRANSFER NOR IS SUCH
          TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.
 
 **INSTRUCTIONS
          FOR REGISTRATION OF COMMON STOCK**
  Name:(Please type or print in block
                  letters)(SS#)(FEIN#):Address:Signature:(Signature
                    must conform in all respects to the name of the Warrantholderas
                    set forth on the face of this
                    Warrant.)
 
 
  **ASSIGNMENT
          FORM**
 
 
 FOR
                  VALUE RECEIVED,(Please type or print in block
                  letters)
   hereby
          sells, assigns and transfers all rights of the undersigned under the attached
          Warrant with respect to the number of shares of Common Stock covered thereby
          set
          forth below, unto:
   Name of Assignee(s)
                SS#/FEIN#
                Address(es)
                No. of Shares
 
    Dated:
          __________________
 
 
 Signature:(Signature
                    must conform in all respects to the
                    name of the Warrantholder as
                    set forth on the face of this Certificate.)By:Title:
 
 Dated:
          __________________