EXHIBIT
      4.2

    

      NEITHER
        THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES OF COMMON
        STOCK AND WARRANTS, OR ANY OTHER SECURITIES, ISSUABLE UPON EXERCISE OF SUCH
        WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
        SUCH
        WARRANTS HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK, ANY WARRANTS,
        OR
        ANY OTHER SECURITIES, ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED
        TO BE
        ACQUIRED, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR
        RESALE,
        AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
        WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR SUCH
        SHARES
        AND WARRANTS, OR OTHER SECURITIES, UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
        AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY
        TO
        THE ISSUER OF SUCH WARRANTS AND SUCH SHARES AND WARRANTS, OR OTHER SECURITIES,
        TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE
        SECURITIES LAWS.

      


      VOID
        AFTER 5:00 P.M. GEORGIA TIME ON OCTOBER
        12, 2008

      


      WINSONIC
        DIGITAL MEDIA GROUP, LTD.

      WARRANT
        CERTIFICATE

      


      
        
          	
                   

                	
                  Atlanta,
                    Georgia

                
	 	
                  October
                    12, 2005

                
	 	 


        

      

      THIS
        IS
        TO CERTIFY THAT, for value received Atlanta Centennial, LLC. (“Warrantholder”),
        is the registered owner of the number of redeemable common stock purchase
        warrants (each, a “Warrant”) of Winsonic Digital Media Group, Ltd., a Nevada
        corporation (the “Company”), each Warrant entitling the owner thereof to
        purchase from the Company, at a purchase price (the “Purchase Price”) of $1.00
        per share of Common Stock, par value, $.001 per share (“Common Stock”), at any
        time on or after the date hereof terminating at 5:00 p.m., Georgia time,
        on
        October 12, 2008 (the “Expiration Time”) such number of duly authorized, validly
        issued, fully paid and non-assessable shares (each, a “Warrant Share”) of Common
        Stock subject to the terms and conditions set forth herein equal to 100%
        of the
        principal amount outstanding on the Maturity Date (as defined) of a convertible
        promissory note issued on the date hereof by the Company to the Warrantholder
        (the “Landlord Note”), multiplied by the $1.00 per share Purchase Price. The
        number of Warrants evidenced by this Warrant Certificate (and the number
        and
        kind of securities which may be purchased upon exercise hereof) set forth
        above,
        and the Purchase Price per share set forth above, are as of the date hereof.
        As
        provided herein, the Purchase Price and the number of shares of Common Stock
        or
        other securities which may be purchased upon the exercise of the Warrants
        evidenced by this Warrant Certificate are, upon the happening of certain
        events,
        subject to modification and adjustment. As also provided herein, the Warrants
        are, upon the happening of certain events, subject to automatic conversion,
        as
        set forth in Section 11 below. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      This
        Warrant Certificate, together with any warrant certificate(s) issued in
        replacement or substitution hereof (as provided for herein) evidencing all
        or
        part of the Warrants evidenced hereby, are sometimes collectively referred
        to
        herein as the “Warrant Certificates.”

      


      The
        rights of the registered holder of this Warrant Certificate shall be subject
        to
        the following further terms and conditions:

      


      1. Exercise
        of Warrants.

      


      (a)
        The
        Warrants 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 by surrendering this Warrant Certificate,
        with the purchase form provided for herein duly executed by the Warrantholder
        or
        by the Warrantholder’s duly authorized attorney-in-fact, at the principal office
        of the Company, presently located at 260 Peachtree Street, Suite 2200, Atlanta,
        GA., or at such other office or agency in the United States as the Company
        may
        designate by notice in writing to the Warrantholder (in either event, the
        “Company Offices”), accompanied by payment in full, either in the form of cash,
        bank cashier’s check or certified check payable to the order of the Company, of
        the Purchase Price payable in respect of the Warrants being exercised. The
        Company may accept promissory notes, services and any other fair consideration
        determined by the Board of Directors. If fewer than all of the Warrants are
        exercised, the Company shall, upon each exercise prior to the Expiration
        Time,
        execute and deliver to the Warrantholder a new Warrant Certificate (dated
        as of
        the date hereof) evidencing the balance of the Warrants that remain
        exercisable.

      


      (b) On
        the
        day immediately following the date of a valid exercise of any Warrants, the
        Warrantholder exercising same shall be deemed to have become the holder of
        record for all purposes of the Warrant Shares to which such valid exercise
        relates.

      


      (c) As
        soon
        as practicable, but not in excess of ten days, after the exercise of all
        or part
        of the Warrants evidenced by this Warrant Certificate, the Company, at its
        expense (including the payment by it of any applicable issue taxes), will
        cause
        to be issued in the name of and delivered to the Warrantholder, or such other
        party identified in the purchase form, certificates evidencing the number
        of
        duly authorized, validly issued, fully paid and non-assessable Warrant Shares
        to
        which the Warrantholder, or such other party identified in the purchase form,
        shall be entitled upon such exercise.

      


      (d) No
        certificates for fractional Warrant Shares shall be issued upon the exercise
        of
        any of the Warrants but, in lieu thereof, the Company shall, upon exercise
        of
        all the Warrants, round up any fractional Warrant Shares to the nearest whole
        share of Common Stock.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      2. Issuance
        of Common Stock and Warrants 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 the
        Warrants 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 Common Stock (i) to permit the
        exercise in full of the Warrants evidenced by this Warrant Certificate; and
        (ii)
        have a minimum fair market equal to the outstanding principal balance of
        the
        Note as of the Maturity Date or $250,000 whichever is lower; and

      


      (c) if
        any
        shares of Common Stock to be reserved for the purpose of the issuance of
        Warrant
        Shares upon the exercise of Warrants 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 best efforts to effect such registration or obtain such approval, as
        the
        case may be.

      


      3. Adjustments
        of Purchase Price, Number and Character of Warrant Shares, and Number of
        Warrants.
        The
        Purchase Price and the number and kind of securities, purchasable upon the
        exercise of each 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 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);

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      then
        the
        number and kind of Warrant Shares purchasable upon exercise of each Warrant
        outstanding 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 such Warrant been exercised in full 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 each then outstanding Warrant pursuant to
        this
        Paragraph 3(a), the Purchase 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 Paragraph 3(a) shall
        become effective immediately after the effective date of such event retroactive
        to the record date for any such event. Such adjustment shall be made
        successively whenever any event listed above shall occur.

      


      (b) Extraordinary
        Dividends.
        In case
        the Company shall at any time on or after the 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 Paragraph 3(d) below) on such record date, then the Purchase
        Price shall be adjusted by multiplying the Purchase 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 so 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 Purchase Price shall
        be
        readjusted (but only with respect to Warrants exercised after such expiration)
        to the Purchase 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.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (c) Extraordinary
        Distributions.
        In case
        the Company shall, at any time on or after the 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 Paragraph
        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 Purchase Price shall be adjusted by multiplying the Purchase
        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 Paragraph 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. 

      


      (d) Current
        Market Price Defined.
        For the
        purpose of any computation under Paragraphs 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 within fifteen 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. 

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      (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 Paragraph 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 Paragraph 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, each 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
        Certificate, 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 such
        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 Paragraph 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 the Warrants. 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 Paragraph 3(e).

      


      (f) Minimum
        Adjustment. Except
        as
        hereinafter provided, no adjustment of the Purchase Price hereunder shall
        be
        made if such adjustment results in a change of the Purchase Price then in
        effect
        of less than five cents ($.05) per share. Any adjustment of less than five
        cents
        ($.05) per share of any Purchase 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
        ($.05)
        per share or more. However, upon exercise of this Warrant Certificate, the
        Company shall make all necessary adjustments (to the nearest cent) not
        theretofore made to the Purchase Price up to and including the effective
        date
        upon which this Warrant Certificate is exercised.

      


      (g) Notice
        of Adjustments. Whenever
        the Purchase Price shall be adjusted pursuant to this Paragraph 3, the Company
        shall promptly deliver a certificate signed by the President or a Vice President
        and by the 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 each
        Warrantholder.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (h) Deferral
        of Issuance of Additional Shares in Certain Circumstances. In
        any
        case in which this Paragraph 3 shall require that an adjustment in the Purchase
        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 Purchase 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 provided by the Company evidencing such holder’s
        right to receive such additional shares of Common Stock upon the occurrence
        of
        the event requiring such adjustment.

      


      (i) Company
        Right to Reduce the Purchase Price.
        Notwithstanding anything contained in this Warrant Certificate 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 Purchase Price Notice”), to reduce
        the Purchase Price as then in effect; provided
        that the
        period in which such reduced Purchase 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 Purchase Price Notice.

      


      4. Definition
        of Common Stock.
        The
        Common Stock issuable upon exercise of the Warrants shall be the Common Stock
        as
        constituted on the date of issuance of this Warrant, except as otherwise
        provided in Paragraph 3.

      


      5. Replacement
        of Warrant Certificates.
        If this
        Warrant Certificate shall be lost, stolen, mutilated or destroyed, the Company
        shall, on such terms as to indemnity or otherwise as the Company may in its
        discretion reasonably impose, issue a new certificate of like tenor or date
        representing in the aggregate the right to subscribe for and purchase the
        number
        of shares of Common Stock which may be subscribed for and purchased hereunder.
        Any such new certificate shall constitute an original contractual obligation
        of
        the Company, whether or not the allegedly lost, stolen, mutilated or destroyed
        Warrant Certificate shall be at any time enforceable by anyone.

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      6. Registration.
        This
        Warrant Certificate, as well as all other warrant certificates representing
        Warrants shall be numbered and shall be registered in a register (the “Warrant
        Register”) maintained at the Company Offices as they are issued. The Warrant
        Register shall list the name, address and Social Security or other Federal
        Identification Number, if any, of all Warrantholders. The Company shall be
        entitled to treat the Warrantholder as set forth in the Warrant Register
        as the
        owner in fact of the Warrants as set forth therein for all purposes and shall
        not be bound to recognize any equitable or other claim to or interest in
        such
        Warrants on the part of any other person, and shall not be liable for any
        registration of transfer of Warrants 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.

      


      7. Transfer. NEITHER
        THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES OF COMMON
        STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE
        BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS HAVE
        BEEN
        ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE
        UPON
        EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR INVESTMENT PURPOSES
        AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED,
        PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
        STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER SECURITIES UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS
        OR AN
        OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH WARRANTS AND SUCH SHARES
        OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER
        SUCH
        ACT AND SUCH STATE SECURITIES LAWS.

      


      8. Exchange
        of Warrant Certificates.
        This
        Warrant Certificate may be exchanged for another certificate or certificates
        entitling the Warrantholder thereof to purchase a like aggregate number of
        Warrant Shares as this Warrant Certificate entitles such Warrantholder to
        purchase. A Warrantholder desiring to so exchange this Warrant Certificate
        shall
        make such request in writing delivered to the Company, and shall surrender
        this
        Warrant Certificate 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.

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      9. Notices.
        All
        notices and other communications hereunder shall be in writing and shall
        be
        deemed given when delivered in person, against written receipt therefor,
        or two
        days after being sent, by registered or certified mail, postage prepaid,
        return
        receipt requested, and, 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 Paragraph 9 by the Warrantholder and,
        if to
        the Company, at the Company Offices or such other address as the Company
        shall
        give notice thereof to the Warrantholder in accordance with this Paragraph
        9.

      


      10. Registration
        Rights.

      


      (a) Defined
        Terms.
        As used
        in this Paragraph 10, 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) Registerable
        Securities.
        The
        term “Registerable Securities” shall mean any of the Warrant Shares or other
        securities issuable upon exercise of any of the Warrants. For the purposes
        of
        this Paragraph 10, securities will cease to be Registerable Securities when
        (A)
        a registration statement under the Securities Act of 1933, as amended (the
        “Securities Act”), covering such Registerable Securities has been declared
        effective and (1) such Registerable 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 Registerable Securities
        are distributed to the public pursuant to the Securities Act or pursuant
        to an
        exemption from the registration requirements of the Securities Act, including,
        without limitation, Rules 144 and 144A promulgated under the Securities Act
        or
        (C) such Registerable 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.

      


      (ii) Rightsholders.
        The
        term “Rightsholders” shall include the Warrantholder, all successors and assigns
        of the Warrantholders and all transferees of Registerable Securities where
        such
        transfer affirmatively includes the transfer and assignment of the rights
        of the
        transferor-Warrantholder under this Agreement with respect to the transferred
        Registerable Securities and such transferee agrees in writing to assume all
        of
        the transferor-Warrantholder’s agreements, obligations and liabilities under
        this 

       

      (iii) Article
        10 with respect to the transferred Registerable Securities.

      


      (iv) Interpretations
        of Terms.
        The
        words “hereof,”“herein” and “hereunder” and words of similar import when used in
        this Paragraph 10 shall refer to this Paragraph 10 as a whole and not to
        any
        particular provision of this Paragraph 10, and subsection, paragraph, clause,
        schedule and exhibit references are to this Paragraph 10 unless otherwise
        specified.

      


      
        
          
          

        

        
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      (b) Registration.

      


      (i) Mandatory
        Registration.
        The
        Company shall file with the Securities and Exchange Commission (the
“Commission”), no later than 60 days following the date of this Warrant (the
        Scheduled Filing Date”), a Registration Statement on Form S-3 or SB-2 (the
“Mandatory Registration Statement). The Company shall use its best efforts
        to
        cause such registration statement to be declared effective by the Commission
        within 120 days following the filing of such registration
        statement.

      


      (ii) If,
        at
        any time on or after the Warrant Commencement Date and prior to the Expiration
        Time, the Company proposes to file a registration statement under the Securities
        Act with respect to an offering by the Company or any other party of any
        class
        of equity security similar to any Registerable Securities (other than a
        registration statement on Form S-4 or any successor form or a registration
        statement filed solely in connection with 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 “Company Piggy-Back Notice”) of
        such proposed filing to all of the Rightsholders owning Registerable Securities
        at least fifteen days before the anticipated filing date of such registration
        statement, and such Company Piggy-Back Notice also shall be required to offer
        to
        such Rightsholders the opportunity to register such aggregate number of
        Registerable 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 Company Piggy-Back Notice, to request, by written
        notice (each, a “Holder Notice”) to the Company, the inclusion of all or any
        portion of the Registerable 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 Registerable 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 Subparagraph 10(b)(ii), if the managing
        underwriter(s) of such underwritten offering or any proposed underwritten
        offering delivers a written opinion to the Rightsholders of Registerable
        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.

      


      (iii) Number
        of Piggy-Back Registrations; Expenses.
        The
        obligations of the Company under this Paragraph 10(b) shall be unlimited
        with
        respect to each Rightsholder. Subject to the provisions of Paragraph 10(d)
        hereof, the Company will pay all Registration Expenses in connection with
        any
        registration of Registerable Securities effected pursuant to this Paragraph
        10(b), but the Company shall not be responsible for the payment of any
        underwriter’s discount, commission or selling concession in connection
        therewith.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (iv) Withdrawal
        or Suspension of Registration Statement.
        Notwithstanding anything contained to the contrary in this Paragraph 10(b),
        the
        Company shall have the absolute right, whether before or after the giving
        of a
        Company Piggy-Back Notice or Holder Notice, to determine not to file a
        registration statement to which the Rightsholders shall have the right to
        include their Registerable Securities therein pursuant to this Paragraph
        10(b),
        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 Company 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 Paragraph
        10(b) to register any of the Registerable 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
        Registerable Securities pursuant to this Paragraph 10(b) for the same period
        as
        the delay in the registration of such other securities. No registration effected
        under this Paragraph 10(b) 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.

      


      (c) Registration
        Procedures.

      


      (i) Obligations
        of the Company.
        The
        Company will, in connection with any registration pursuant to Paragraph 10(b)
        hereof, as expeditiously as possible:

      


      (A) prepare
        and file with the Commission a registration statement under the Securities
        Act
        on any appropriate form chosen by the Company, in the Company’s sole discretion,
        which shall be available for the sale of all Registerable 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 best
        efforts to cause such registration statement to become effective as soon
        thereafter as reasonably practicable but in no event more than 100 days after
        receipt of such notices or requests; provided,
        that,
        at least five business days before filing with the Commission of such
        registration statement, the Company shall furnish to each Rightsholder whose
        Registerable Securities are included therein draft copies of such registration
        statement, including all exhibits thereto and documents incorporated by
        reference therein, and, upon the reasonable request of any such Rightsholder,
        shall continue to provide drafts of such registration statement until filed,
        and, after such filing, the Company shall, as diligently as practicable,
        provide
        to each such Rightsholders such number of copies of such registration statement,
        each amendment and supplement thereto, the prospectus included in such
        registration statement (including each preliminary prospectus), all exhibits
        thereto and documents incorporated by reference therein and such other documents
        as such Rightsholder may reasonably request in order to facilitate the
        disposition of the Registerable Securities owned by such Rightsholder and
        included in such registration statement; 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 Securities Act and any other applicable laws and regulations; and
        provided,
        further,
        that
        the obligation of the Company to effect such registration and/or cause such
        registration statement to become effective, may be postponed for (1) such
        period
        of time when the financial statements of the Company required to be included
        in
        such registration statement are not available (due solely to the fact that
        such
        financial statements have not been prepared in the regular course of business
        of
        the Company) or (2) any other bona
        fide
        corporate purpose, but then only for a period not to exceed 90
        days;

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      (B) prepare
        and file with the Commission such amendments and post-effective amendments
        to a
        registration statement as may be necessary to keep such registration statement
        effective for up to nine months; and cause the related prospectus to be
        supplemented by any required prospectus supplement, and as so supplemented
        to be
        filed to the extent required pursuant to Rule 424 promulgated under the
        Securities Act, during such nine-month period; and otherwise comply with
        the
        provisions of the Securities Act with respect to the disposition of all
        Registerable Securities covered by such registration statement during the
        applicable period in accordance with the intended method(s) of disposition
        of
        such Registerable Securities set forth in such registration statement,
        prospectus or supplement to such prospectus;

      


      (C) notify
        the Rightsholders whose Registerable Securities are included in such
        registration statement and the managing underwriter(s), if any, of an
        underwritten offering of any of the Registerable Securities included in such
        registration statement, and confirm such advice in writing, (1) when a
        prospectus or any prospectus supplement or post-effective amendment has been
        filed, and, with respect to a registration statement or any post-effective
        amendment, when the same has become effective, (2) of any request by the
        Commission for amendments or supplements to a registration statement or related
        prospectus or for additional information, (3) of the issuance by the Commission
        of any stop order suspending the effectiveness of a registration statement
        or
        the initiation of any proceedings for that purpose, (4) if at any time the
        representations and warranties of the Company contemplated by subclause (J)(1)
        of Subparagraph 10(c)(i) hereof cease to be true and correct, (5) of the
        receipt
        by the Company of any notification with respect to the suspension of the
        qualification of any of the Registerable Securities for sale in any jurisdiction
        or the initiation or threatening of any proceeding for such purpose and (6)
        of
        the happening of any event which makes any statement made in the registration
        statement, the prospectus or any document incorporated therein by reference
        untrue or which requires the making of any changes in the registration statement
        or prospectus so that such registration statement, prospectus or document
        incorporated by reference will not contain any untrue statement of material
        fact
        or omit to state any material fact required to be stated therein or necessary
        to
        make the statements therein not misleading;

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      (D) make
        reasonable efforts to obtain the withdrawal of any order suspending the
        effectiveness of such registration statement at the earliest possible moment
        and
        to prevent the entry of such an order;

      


      (E) use
        reasonable efforts to register or qualify the Registerable Securities included
        in such registration statement under such other securities or blue sky laws
        of
        such jurisdictions as any Rightsholder whose Registerable 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
        Registerable Securities; provided,
        that
        the Company will not be required to (1) qualify generally to do business
        in any
        jurisdiction where it would not otherwise be required to qualify but for
        this
        clause (E), (2) subject itself to taxation in any such jurisdiction or (3)
        take
        any action which would subject it to general service of process in any such
        jurisdiction;

      


      (F) make
        available for inspection by each Rightsholder whose Registerable Securities
        are
        included in such registration, 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”) as shall be reasonably necessary to enable them to
        exercise their due diligence responsibility (or establish a due diligence
        defense), 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 (1) the release of such Records is ordered pursuant to
        a
        subpoena or other order from a court of competent jurisdiction or (2) 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;

      


      
        
          
          

        

        
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      (G) cooperate
        with the Rightsholder whose Registerable Securities are included in such
        registration statement and the managing underwriter(s), if any, to facilitate
        the timely preparation and delivery of certificates representing Registerable
        Securities to be sold thereunder, not bearing any restrictive legends, and
        enable such Registerable 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 Registerable
        Securities;

      


      (H) 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, (1) in an underwritten offering, at the
        end
        of any fiscal quarter in which Registerable Securities are sold to
        underwriter(s), or (2) 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 Securities Act;

      


      (I) provide
        a
        CUSIP number for all Registerable Securities not later than the effective
        date
        of the registration statement relating to the first public offering of
        Registerable Securities of the Company pursuant hereto;

      


      (J) 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 Registerable Securities included in such registration
        statement or the managing underwriter(s) in order to expedite and facilitate
        the
        disposition of such Registerable Securities and in such connection, whether
        or
        not an underwriting agreement is entered into and whether or not the
        registration is an underwritten registration, (1) make such representations
        and
        warranties, if any, to the holders of such Registerable 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, (2) 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), (3) obtain a “cold comfort” letter and updates thereof 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 “cold
        comfort” letters by accountants in connection with underwritten offerings, and
        (4) deliver such documents and certificates as may be reasonably requested
        by
        the Rightsholders holding a majority of such Registerable 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 (J) shall be
        done
        at each closing under such underwriting or similar agreement or as and to
        the
        extent required thereunder; and

      


      
        
          
          

        

        
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      (K) if
        requested by the holders of a majority of the Registerable Securities included
        in such registration statement, use its best efforts to cause all Registerable
        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
        Registerable 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 Registerable Securities of a Rightsholder
        pursuant to Paragraph 10(b) hereof:

      


      (A) The
        Company may require that each Rightsholder whose Registerable Securities
        are
        included in such registration statement furnish to the Company such information
        regarding the distribution of such Registerable Securities and such Rightsholder
        as the Company may from time to time reasonably request in writing;
        and

      


      (B) Each
        Rightsholder, upon receipt of any notice from the Company of the happening
        of
        any event of the kind described in subclauses (2), (3), (5) and (6) of Paragraph
        10(c)(i)(C), shall forthwith discontinue disposition of Registerable Securities
        pursuant to the registration statement covering such Registerable Securities
        until such Rightsholder’s receipt of the copies of the supplemented or amended
        prospectus contemplated by subclause (1) of Paragraph 10(c)(i)(C), or until
        such
        Rightsholder is advised in writing (the “Advice”) by the Company that the use of
        the applicable prospectus may be resumed, and until such Rightsholder has
        received copies of any additional or supplemental filings which are incorporated
        by reference in or to be attached to or included with such prospectus, and,
        if
        so directed by the Company, such Rightsholder will deliver to the Company
        (at
        the expense of the Company) all copies, other than permanent file copies
        then in
        the possession of such Rightsholder, of the current prospectus covering such
        Registerable Securities at the time of receipt of such notice; the Company
        shall
        have the right to demand that such Rightsholder or other holder verify its
        agreement to the provisions of this clause (B) in any Holder Notice of the
        Rightsholder or in a separate document executed by the
        Rightsholder.

      


      
        
          
          

        

        
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      (d) Registration
        Expenses.
        All
        expenses incident to the performance of or compliance with this Agreement
        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 Registerable
        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
        Registerable 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 “cold comfort”
        letters required by or incidental to such performance), Securities 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 Registerable 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 Securities 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
        of investigation) 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.

      


      (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
        Registerable Securities included in such registration statement, and each
        other
        such holder of Registerable Securities included in such Registration Statement
        will be required to agree, 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 Securities Act) and any agent
        thereof, against any losses, claims, damages, liabilities and expenses
        (including reasonable attorney’s fees and expenses of investigation 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.

      


      
        
          
          

        

        
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      (iii) Conduct
        of Indemnification Proceedings.
        Promptly
        after receipt by an indemnified party under this Paragraph 10(e) 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 Agreement, 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 Paragraph 10(e).
        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).

      


      
        
          
          

        

        
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      (iv) Contribution.
        If the
        indemnification provided for in this Paragraph 10(e) 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 Subparagraph 10(e)(v),
        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 Subparagraph 10(e)(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 Securities Act) shall be entitled to
        contribution from any person who was not guilty of such fraudulent
        misrepresentation.

      


      (v) Limitation.
        Anything to the contrary contained in this Paragraph 10(e) or in Paragraph
        10(f)
        notwithstanding, no holder of Registerable 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
        Registerable Securities as contemplated herein.

      


      (f) Participation
        in Underwritten Registration.
        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
        Exchange Act 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; provided,
        that
        all such documents shall be consistent with the provisions of Paragraph
        10(d).

      


      
        
          
          

        

        
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      11. Automatic
        Conversion.
        The
        Warrants are subject to automatic conversion by the Company, in whole but
        not in
        part, on not less than ten days’ prior written notice (the “Redemption Notice”),
        at $1.00 per share (the “Conversion Price”) per Warrant, at any time on or after
        the Warrant Commencement Date. When the closing price of the Company’s Common
        Stock trades at or greater than $1.00 per share for 30 consecutive trading
        days.
        Notwithstanding anything to the contrary contained in this Agreement, the
        Company shall not convert the Warrants unless there is an effective registration
        statement to permit the resale of the underlying Common Stock.

      


      12. Automatic
        Modification of the Terms and Provisions of the Warrants in the Event of
        a
        Registered Offering of Securities of the Company.
        Notwithstanding anything contained in this Warrant Certificate to the contrary,
        in the event (a “Public Offering”) that, at any time on or prior to the
        Expiration Date, the Company shall sell and issue warrants (each, a “Public
        Warrant”) pursuant to an effective registration statement under the Securities
        Act, whether such Public Warrants are sold separately, as a unit with other
        securities of the Company, together with other securities of the Company
        or
        otherwise, then and immediately upon such sale and issuance, each Warrant
        evidenced by this Warrant Certificate shall automatically be converted into
        a
        Public Warrant, on an one-for-one (1:1) basis, with the terms and provisions
        of
        this Warrant Certificate automatically being amended and modified in their
        entirety to the terms and conditions governing the Public Warrants. In the
        event
        of a Public Offering, this Warrant Certificate shall be surrendered to the
        Company or such agent(s) as may be appointed by the Company and whose identity
        is given by notice to Warrantholder. Upon surrender of this Warrant Certificate
        to the Company or to such agent(s) as may be appointed by the Company, the
        Warrantholder shall be entitled to a new warrant certificate evidencing the
        Public Warrants as so converted, amended and modified and this Warrant
        Certificate as so surrendered shall be canceled. Until so surrendered, this
        Warrant Certificate will be deemed from and after the Public Offering, for
        all
        corporate purposes, to represent solely the right to receive Public Warrants
        equal to the number of Warrants evidenced by this Warrant Certificate upon
        surrender of this Warrant Certificate. Notwithstanding anything to the contrary
        in this Paragraph 12, neither the Company nor any other party shall be liable
        to
        Warrantholder or any other party for any amount properly paid to a public
        official pursuant to any applicable abandoned property, escheat or similar
        law.

      


      13. Miscellaneous.
        This
        Warrant Certificate 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
        certificate is deemed to have been delivered in the State of Nevada and shall
        be
        construed and enforced in accordance with and governed by the laws of such
        State. The headings in this Warrant Certificate are for purposes of reference
        only, and shall not limit or otherwise affect any of the terms
        hereof.

      


      14. Expiration.
        Unless
        as hereinafter provided, the right to exercise the Warrants shall expire
        at the
        Expiration Time.

      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 
	 	WINSONIC
                DIGITAL MEDIA GROUP, LTD.
	 
 	 
 	 
 
	Date: October
                12, 2005	By:  	/s/ Winston
                Johnson
	 	
                
Winston
                Johnson
	 	Chief
                Executive Officer


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

          
          

        

      


      EXERCISE
        FORM

       

      
        
          	 	
                               Dated:
                    ____________, 200_

                


        

         

      

      TO:
        Winsonic Digital Media Group, Ltd.

      


      The
        undersigned hereby irrevocably elects to exercise the within Warrant, to
        the
        extent of purchasing __________________ shares of Common Stock, and
        hereby
        makes payment of _________________ in payment of the actual Purchase
        Price
        thereof.

       

      INSTRUCTIONS
        FOR REGISTRATION OF STOCK

      


      
        
          	
                  Name:

                	 
	 	
                  (Please
                    type or print in block letters)

                
	
                  Taxpayer
                    

                	 
	
                  Identification
                    

                	 
	
                  Number:

                	 
	 	 
	
                  Address:

                	 
	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                  Signature:

                	 
	 	
                  (Signature
                    must conform in all respects to the name of the Warrantholder
                    as set forth
                    on the face of this Warrant Certificate.)

                
	 	 	 	 


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      


      ASSIGNMENT
        FORM

       

      FOR
        VALUE
        RECEIVED, _____________________________________

      (Please
        type or print in block letters)

      hereby
        sells, assigns and transfers unto:

       

      

        
          
            	 	
                     FOR
                      VALUE RECEIVED,

                  	 
	 	 	
                     (Please
                      type or print in block
                      letters)

                  
	
                    hereby
                      sells, assigns and transfers
                      unto:

                  	 	 
	 	 	 	 
	
                    Name:

                  	 
	 	
                    (Please
                      type or print in block letters)

                  
	
                    Taxpayer
                      

                  	 
	
                    Identification
                      

                  	 
	
                    Number:

                  	 
	 	 
	
                    Address:

                  	 
	 	 
	 	 	 	 


          

          
            this
              Warrant Certificate and the Warrants represented by this Warrant Certificate
              to
              the extent of _______________ Warrants and does hereby irrevocably
              constitute and appoint _______________________________ Attorney-in-Fact,
              to
              transfer the same on the books of the Company with full power of substitution
              in
              the premises.

          

          
            	 	 	 	 
	 Dated:
	 	 	 
	 	 	 	 
	
                    Signature:

                  	 
	 	
                    (Signature
                      must conform in all respects to the name of the Warrantholder
                      as set forth
                      on the face of this Warrant Certificate.)