Form of common stock purchase warrant issued to designees of Strasbourger Pearson
      Tulcin Wolff Incorporated pursuant to Placement Agency Agreement dated January
      25, 2005, filed as Exhibit 10.2 to this Registration Statement


    

       

      Exhibit
        4.3


       

       

      Warrant
        Certificate No. _____

       

       

      NEITHER
        THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE
        UPON
        THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH
        SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED
        OR
        OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO
        IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2)
        THE
        COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES,
        WHICH
        COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES
        MAY BE
        OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED
        WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
        SECURITIES LAWS.

       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
        THE
        EXERCISE OF THIS WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
        RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
        ACT
        AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
        THEREFROM. INVESTOR SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
        FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
        TIME.

       

      
        	
                 

                Dated:
                  May
                  5, 2005

                 

              	
                 

                Void
                  After: February
                  28, 2014

                 

              


      

       

      


       

       

      MAGNETECH
        INTEGRATED SERVICES CORP.

       

      WARRANT
        TO PURCHASE COMMON STOCK

       

      Magnetech
        Integrated Services Corp., an Indiana corporation (the “Company”),
        for
        value received, hereby issues to Strasbourger Pearson Tulcin Wolff Incorporated
        (the “Holder”)
        this
        Warrant (the “Warrant”)
        to
        purchase 6,182,992 shares (each such share being a “Warrant
        Share”
        and all
        such shares being the “Warrant
        Shares”)
        of the
        Company’s Common Stock (as defined below), at the Exercise Price (as defined
        below), as adjusted from time to time as provided herein, on or before
February
        28, 2014
        (the
“Expiration
        Date”),
        all
        subject to the following terms and conditions. This Warrant is issued in
        connection with the Company’s issuance of a Subordinated Secured Convertible
        Debenture (the “Debenture”)
        to the
        initial Holder (the “Initial
        Holder”)
        pursuant to the terms of a 

       


      
        
          
          

        

        
          
            

          

        

        
          
          

        

      


       

      Subordinated
        Convertible Debenture Purchase Agreement dated May 5, 2005 between the Initial
        Holder of this Warrant and the Company (the “Purchase
        Agreement”).

       

      As
        used
        in this Warrant, (i) “Common
        Stock”
        means
        the common stock of the Company, no par value per share, and such other
        securities as such class of common stock may be converted from time to time
        in
        the future; and (ii) “Exercise
        Price”
        means
        $.001, subject to adjustment as provided herein. Any other terms used but
        not
        otherwise defined in this Warrant shall have the meanings provided in the
        Purchase Agreement.

       

       

      1. DURATION
        AND EXERCISE OF WARRANTS

       

      (a) The
        Holder may exercise this Warrant on any business day on or before 5:00 P.M.,
        New
        York Time, on February 28, 2014 (the “Expiration
        Date”),
        at
        which time this Warrant shall become void and of no value.

       

      (b) While
        this Warrant remains outstanding and exercisable in accordance with Section
        1(a),
        the
        Holder may exercise this Warrant in whole or in part by:

       

      (i) surrender
        of this Warrant, with a duly executed copy of the Notice of Exercise attached
        as
Exhibit
        A,
        to the
        Secretary of the Company at its principal offices or at such other office
        or
        agency as the Company may specify in writing to the Holder; and

       

      (ii) either
        (A) payment of the Exercise Price per share multiplied by the number of Warrant
        Shares being purchased upon exercise of the Warrant in lawful money of the
        United States of America or (B) notice by the Holder of its election to exercise
        this Warrant on a cashless basis in the manner described in Section
        1(c).

       

      Upon
        the
        exercise of this Warrant in compliance with the provisions of this Section
        1(b)
        the Company shall promptly issue and cause to be delivered to the Holder
        a
        certificate for the Warrant Shares purchased by the Holder. Each exercise
        of
        this Warrant shall be effected immediately prior to the close of business
        on the
        date (the “Date
        of Exercise”)
        which
        the conditions set forth in Section 1(b)(i) and (ii) have been
        satisfied.

       

      (c) In
        lieu
        of paying the Exercise Price upon exercise of this Warrant, the Holder may
        elect
        to exercise this Warrant on a cashless basis in which case the number of
        Warrant
        Shares issued to the Holder upon exercise of the Warrant shall be reduced
        by the
        number of Warrant Shares with an aggregate Market Price as of the Date of
        Exercise equal to the aggregate Exercise Price for the total number of Warrant
        Shares which the Holder has elected to exercise pursuant to this Warrant,
        as
        specified in the Notice of Exercise. The “Market
        Price”
        shall
        be equal to the market price of the common stock issuable upon conversion
        of the
        Warrant Shares issuable upon the exercise of this Warrant as determined in
        good
        faith by the board of directors of the Company. If the Holder objects to
        such
        determination by notice to the Company within twenty (20) days of receipt
        of the
        Company's determination, then the Market Price shall be equal to the fair
        value
        of Common Stock issuable upon conversion of the Warrant Shares deter-mined
        by a
        recognized independent investment banking or accounting firm (selected by
        the
        Company and reason-ably acceptable to the Holder) as of a date 

       


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      


       

      which
        is
        within thirty (30) days of the date as of which the determination is to be
        made
        (the fees and expenses of such independent firm to be paid by the Holder
        unless
        such firm determines a Market Price for the Warrant Shares is at least 5%
        higher
        than the price determined by the directors determination).

       

      (d) This
        Warrant shall be exercisable, either as an entirety or, from time to time,
        for
        part only of the number of Warrant Shares referenced by this Warrant. If
        this
        Warrant is exercised in part, the Company shall issue, at its expense, a
        new
        Warrant, in substantially the form of this Warrant, referencing such reduced
        number of Warrant Shares which remain subject to this Warrant.

       

       

      2. ISSUANCE
        OF WARRANT SHARES

       

      (a) The
        Company covenants that all Warrant Shares will, upon issuance in accordance
        with
        the terms of this Warrant, be (i) duly authorized, fully paid and
        non-assessable, and (ii) free from all liens, charges and security
        interests.

       

      (b) The
        Company shall register this Warrant upon records to be maintained by the
        Company
        for that purpose in the name of the record holder of such Warrant from time
        to
        time. The Com-pany may deem and treat the registered Holder of this Warrant
        as
        the absolute owner thereof for the purpose of any exercise thereof, any
        distribution to the Holder thereof and for all other purposes.

       

      (c) The
        Company will not, by amendment of its certificate of incorporation, by-laws
        or
        through any reorganization, transfer of assets, consolidation, merger,
        dissolution, issue or sale of securities or any other voluntary action, avoid
        or
        seek to avoid the observance or performance of any of the terms to be observed
        or performed hereunder by the Company, but will at all times in good faith
        assist in the carrying out of all the provisions of this Warrant and in the
        taking of all the action as may be necessary or appropriate in order to protect
        the rights of the Holder to exercise this Warrant. 

       

       

      3. ADJUSTMENTS
        OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT SHARES

       

      (a) The
        Exercise Price and the number of shares purchasable upon the exercise of
        this
        Warrant shall be subject to adjustment from time to time upon the occurrence
        of
        certain events described in this Section 3(a). 

       

      (i) Subdivision
        or Combination of Stock.
        In case
        the Company shall at any time subdivide its outstanding shares of Common
        Stock
        into a greater number of shares, the Exercise Price in effect immediately
        prior
        to such subdivision shall be proportionately reduced, and conversely, in
        case
        the outstanding shares of Common Stock of the Company shall be combined into
        a
        smaller number of shares, the Exercise Price in effect immediately prior
        to such
        combination shall be proportionately increased. 

       

      (ii) Dividends
        in Stock, Property, Reclassification.
        If at
        any time or from time to time the Holders of Common Stock (or any shares
        of
        stock or other securities at the time receivable 

       


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      


       

      upon
        the
        exercise of this Warrant) shall have received or become entitled to receive,
        without payment therefore:

       

      (A) any
        shares of stock or other securities which are at any time directly or indirectly
        convertible into or exchangeable for Common Stock, or any rights or options
        to
        subscribe for, purchase or otherwise acquire any of the foregoing by way
        of
        dividend or other distribution, or

       

      (B) additional
        stock or other securities or property (including cash) by way of spin-off,
        split-up, reclassification, combination of shares or similar corporate
        rearrangement, (other than shares of Common Stock issued as a stock split
        or
        adjustments in respect of which shall be covered by the terms of Section
        3(a)(i)
        above),

       

      then
        and
        in each such case, the Holder hereof shall, upon the exercise of this Warrant,
        be entitled to receive, in addition to the number of shares of Common Stock
        receivable thereupon, and without payment of any additional consideration
        therefor, the amount of stock and other securities and property (including
        cash
        in the cases referred to in clause (ii) above) which such Holder would hold
        on
        the date of such exercise had he been the holder of record of such Common
        Stock
        as of the date on which holders of Common Stock received or became entitled
        to
        receive such shares or all other additional stock and other securities and
        property.

       

      (iii) Reorganization,
        Reclassification, Consolidation, Merger or Sale.
        If any
        recapitalization, reclassification or reorganization of the capital stock
        of the
        Company, or any consolidation or merger of the Company with another corporation,
        or the sale of all or substantially all of its assets or other transaction
        shall
        be effected in such a way that holders of Common Stock shall be entitled
        to
        receive stock, securities, or other assets or property (an “Organic
        Change”),
        then,
        as a condition of such Organic Change, lawful and adequate provisions shall
        be
        made by the Company whereby the Holder hereof shall thereafter have the right
        to
        purchase and receive (in lieu of the shares of the Common Stock of the Company
        immediately theretofore purchasable and receivable upon the exercise of the
        rights represented by this Warrant) such shares of stock, securities or other
        assets or property as may be issued or payable with respect to or in exchange
        for a number of outstanding shares of such Common Stock equal to the number
        of
        shares of such stock immediately theretofore purchasable and receivable assuming
        the full exercise of the rights represented by this Warrant. In the event
        of any
        Organic Change, appropriate provision shall be made by the Company with respect
        to the rights and interests of the Holder of this Warrant to the end that
        the
        provisions hereof (including, without limitation, provisions for adjustments
        of
        the Exercise Price and of the number of shares purchasable and receivable
        upon
        the exercise of this Warrant) shall thereafter be applicable, in relation
        to any
        shares of stock, securities or assets thereafter deliverable upon the exercise
        hereof. The Company will not effect any such consolidation, merger or sale
        unless, prior to the consummation thereof, the successor corporation (if
        other
        than the Company) resulting from such consolidation or the corporation
        purchasing such assets shall assume by written instrument reasonably
        satisfactory in form and substance to the Holders executed and mailed or
        delivered to the registered Holder hereof at the last address of such Holder
        appearing on the books of the Company, the obligation to deliver to such
        Holder
        such shares of stock, securities or assets as, in accordance with the foregoing
        provisions, such Holder may be entitled to purchase.

       


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      


       

      (b) Certificate
        as to Adjustments.
        Upon
        the occurrence of each adjustment or readjustment pursuant to this
        Section 3, the Company at its expense shall promptly compute such
        adjustment or readjustment in accordance with the terms hereof and furnish
        to
        each holder of this Warrant a certificate setting forth such adjustment or
        readjustment and showing in detail the facts upon which such adjustment or
        readjustment is based. The Company shall, upon the written request, at any
        time,
        of any such holder, furnish or cause to be furnished to such holder a like
        certificate setting forth: (i) such adjustments and readjustments;
        and
        (ii) the number of shares and the amount, if any, of other property
        which
        at the time would be received upon the exercise of the Warrant.

       

      (c) Notice
        of Record Date.
        In the
        event of any taking by the Company of a record of its stockholders for the
        purpose of determining stockholders who are entitled to receive payment of
        any
        dividend or other distribution, any right to subscribe for, purchase or
        otherwise acquire any share of any class or any other securities or property,
        or
        to receive any other right, or for the purpose of determining stockholders
        who
        are entitled to vote in connection with any proposed merger or consolidation
        of
        the Company with or into any other corporation, or any proposed sale, lease
        or
        conveyance of all or substantially all of the assets of the Company, or any
        proposed liquidation, dissolution or winding up of the Company, the Company
        shall deliver a written notice to Holder, at the same time such notice is
        delivered to other stockholders, specifying the date on which any such record
        is
        to be taken for the purpose of such dividend, distribution, right or other
        event, and the amount and character of such dividend, distribution, right
        or
        other event.

       

      (d) Certain
        Events.
        If any
        event occurs as to which, in the opinion of the Company, the other provisions
        of
        this Section
        3
        are not
        strictly applicable but the lack of any adjustment would not in the opinion
        of
        the Company fairly protect the purchase rights of the Holder under this Warrant
        in accordance with the basic intent and principles of such provisions, or
        if
        strictly applicable would not fairly protect the purchase rights of the Holder
        under this Warrant in accordance with the basic intent and principles of
        such
        provisions, then the Company shall make the any adjustments which the board
        of
        directors described therein.

       

       

      4. TRANSFERS
        AND EXCHANGES OF WARRANT AND WARRANT SHARES

       

      (a) Registration
        of Transfers and Exchanges.
        Upon
        the Holder’s surrender of this Warrant, with a duly executed copy of the
        Assignment Notice attached as Exhibit
        B,
        to the
        Secretary of the Company at its principal offices or at such other office
        or
        agency as the Company may specify in writing to the Holder, the Com-pany
        shall
        register the transfer of all or any portion of this Warrant. Upon such
        registration of trans-fer the Company shall issue a new Warrant, in
        substantially the form of this Warrant, evidencing the acquisition rights
        transferred to the transferee and a new Warrant, in similar form, evidencing
        the
        remaining acquisition rights not transferred, to the Holder requesting the
        transfer.

       

      (b) Warrant
        Exchangeable for Different Denominations.
        The
        Holder may exchange this Warrant for a new Warrant or Warrants, in
        sub-stantially the form of this Warrant, evidencing in the aggregate the
        right
        to purchase the number of Warrant Shares which may then be purchased hereunder,
        each of such new Warrants to be dated the date of such exchange and to represent
        the right to purchase such number of Warrant Shares as shall be desig-nated
        by
        the Holder. The Holder 

       


      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      


       

      shall
        surrender this Warrant with duly executed instructions regarding such
        re-certification of this Warrant to the Secretary of the Company at its
        principal offices or at such other office or agency as the Company may specify
        in writing to the Holder.

       

      (c) Restrictions
        on Transfers.
        This
        Warrant may be transferred at any time to an officer, director, employee
        of, or
        consultant to, the Holder, or an affiliate thereof. This Warrant may not
        otherwise be transferred at any time without (i) registration under the Act
        or
        (ii) a written opinion of legal counsel addressed to the Company
        that the
        proposed transfer of the Warrant may be effected without registration under
        the
        Act, which opinion will be in form and from counsel reasonably satisfactory
        to
        the Company. 

       

       

      5. MUTILATED
        OR MISSING WARRANT CERTIFICATE

       

      If
        this
        Warrant is mutilated, lost, stolen or destroyed, upon request by the Holder,
        the
        Company will issue, in exchange for and upon cancellation of the mutilated
        Warrant, or in substitution for the lost, stolen or destroyed Warrant, a
        new
        Warrant, in substantially the form of this Warrant, representing the right
        to
        acquire the equivalent number of Warrant Shares, provided however, as a
        prerequisite to the issuance of a substitute Warrant, the Company may require
        satisfactory evidence of loss, theft or destruction as well as an indemnity
        from
        the Holder of a lost, stolen or destroyed Warrant.

       

       

      6. PAYMENT
        OF TAXES

       

      The
        Company will pay all transfer and stock issuance taxes attributable to the
        preparation, issuance and delivery of this Warrant and the Warrant Shares
        including, without limitation, all documentary and stamp taxes; provided,
        however,
        that
        the Company shall not be required to pay any tax in respect of the transfer
        of
        this Warrant, or the issuance or delivery of certificates for Warrant Shares
        or
        other securities in respect of the Warrant Shares to any person or entity
        other
        than the Holder or a Permitted Transferee of the Holder.

       

       

      7. FRACTIONAL
        WARRANT SHARES

       

      No
        fractional Warrant Shares shall be issued upon exercise of this Warrant.
        The
        Company shall, in lieu of issuing any fractional Warrant Share, shall round
        up
        the number of Warrant Shares issuable to nearest whole share.

       

       

      8. NO
        STOCK RIGHTS AND LEGEND

       

      No
        holder
        of this Warrant Certificate, as such, shall be entitled to vote or be deemed
        the
        holder of any other securities of the Company which may at any time be issuable
        on the exercise hereof, nor shall anything contained herein be construed
        to
        confer upon the holder of this Warrant Certificate, as such, the rights of
        a
        stockholder of the Company or the right to vote for the election of directors
        or
        upon any matter submitted to stockholders at any meeting thereof, or give
        or
        withhold consent to any corporate action or to receive notice of meetings
        or
        other actions affecting 

       


      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      


       

      stockholders
        (except as provided herein), or to receive dividends or subscription rights
        or
        otherwise (except as provide herein).

       

      Each
        certificate for Warrant Shares initially issued upon the exercise of this
        Warrant Certificate, and each certificate for Warrant Shares issued to any
        subsequent transferee of any such certificate, shall be stamped or otherwise
        imprinted with a legend in substantially the following form:

       

      “THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS,
        AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
        PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
        WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
        SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE
        HOLDER
        OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY
        TO THE
        COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
        TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION
        STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
        TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
        PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
        TO
        REGISTRATION OR EXEMPTION THEREFROM. INVESTOR SHOULD BE AWARE THAT THEY MAY
        BE
        REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
        PERIOD
        OF TIME.”

       

       

      9. NOTICES

       

      All
        notices, consents, waivers, and other communications under this Warrant must
        be
        in writing and will be deemed given to a party when (a) delivered to the
        appropriate address by hand or by nationally recognized overnight courier
        service (costs prepaid); (b) sent by facsimile or e-mail with confirmation
        of
        transmission by the transmitting equipment; (c) received or rejected by the
        addressee, if sent by certified mail, return receipt requested; if to the
        registered Holder hereof or (d) seven days after the placement of the notice
        into the mails (first class postage prepaid), to the Holder at the address
        or
        facsimile or e-mail address furnished by the registered Holder to the Company
        in
        accordance with the Purchase Agreement, or if to the Company, to it at 1125
        South Walnut Street, South Bend, Indiana 46619 Attention: John A. Martell,
        telecopy number: (574) 232-7648, e-mail address
        [                                        ]
        (or to such other address, facsimile number, e-mail address as the Holder
        or the
        Company as a party may designate by notice the other party).

       


      
        
          
          

        

        
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      10. SEVERABILITY

       

      If
        a
        court of competent jurisdiction holds any provision of this Warrant invalid
        or
        unenforceable, the other provisions of this Warrant will remain in full force
        and effect. Any provision of this Warrant held invalid or unenforceable only
        in
        part or degree will remain in full force and effect to the extent not held
        invalid or unenforceable.

       

       

      11. 
        BINDING EFFECT

       

      This
        Warrant shall be binding upon and inure to the sole and exclusive benefit
        of the
        Com-pany, its successors and assigns, the registered Holder or Holders from
        time
        to time of this Warrant and the Warrant Shares.

       

       

      12. SURVIVAL
        OF RIGHTS AND DUTIES

       

      This
        Warrant Certificate shall terminate and be of no further force and effect
        on the
        earlier of 5:00 P.M., New York Time, on the Expiration Date or the date on
        which
        this Warrant has been exercised.

       

       

      13. GOVERNING
        LAW

       

      This
        Warrant will be governed by and construed under the laws of New York without
        regard to conflicts of laws principles that would require the application
        of any
        other law.

       

      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
        officer thereunto duly authorized as of the date hereof.

       

      
        	 	
                 

                MAGNETECH
                  INTEGRATED SERVICES CORP.

                 

              
	 	 	 
	 	
                By:

              	 /s/
                John A. Martell
	 	 	
                John
                  A. Martell

              
	 	 	
                President

              


      

       

      


       


      
        
          
          

        

        
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      EXHIBIT
        A

       

       

      NOTICE
        OF EXERCISE

       

      (To
        be executed by the Holder of Warrant if such Holder desires to exercise
        Warrant)

       

       

      To
        Magnetech Integrated Services Corp.:

       

      The
        undersigned hereby irrevocably elects to exercise this Warrant and
        to:

       

      (Select
        one and complete)

       

      
        	 	
                 

                ___

                 

              	
                 

                purchase
                  thereunder, ___________________ full shares of _____________________
                  issuable upon exercise of the Warrant and delivery of $_________
                  (in cash
                  as provided for in the foregoing Warrant) and any applicable taxes
                  payable
                  by the undersigned pursuant to such Warrant. 

                 

              
	 	
                 

                ___

                 

              	
                 

                receive,
                  in accordance with Section
                  1(c)
                  that number of full shares of ______________________ issuable upon
                  the
                  cashless exercise of the rights to acquire ______________ Warrant
                  Shares.

                 

              


      

       

      


       

       

      The
        undersigned requests that certificates for such shares be issued in the name
        of:

       

       

      __________________________________________________________________________

       

       

      (Please
        print name, address and social security or federal employer identification
        number (if applicable)

       

       

      __________________________________________________________________________

       

       

      __________________________________________________________________________

       

       

      


       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


       

      If
        the
        shares issuable upon this exercise of the Warrant are not all of the Warrant
        Shares which the Holder is entitled to acquire upon the exercise of the Warrant,
        the undersigned requests that a new Warrant evidencing the rights not so
        exercised be issued in the name of and delivered to:

       

       

      __________________________________________________________________________

       

       

      (Please
        print name, address and social security or federal employer identification
        number (if applicable)

       

       

      __________________________________________________________________________

       

       

      __________________________________________________________________________

       

       

      


       

      
        	 	
                 

                Name
                  of Holder (print):

                 

              	 
	 	
                 

                (Signature):

                 

              	 
	 	
                 

                (By:)

                 

              	 
	 	
                 

                (Title:)

                 

              	 


      

       

      


       

       

      Dated: ______________,
        ____

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        B

       

       

      FORM
        OF ASSIGNMENT

       

       

      FOR
        VALUE
        RECEIVED, ___________________________________ hereby sells, assigns and
        transfers to each assignee set forth below all of the rights of the undersigned
        under the Warrant (as defined in an evidenced by the attached Warrant) to
        acquire the number of Warrant Shares set opposite the name of such assignee
        below and in and to the foregoing Warrant with respect to said acquisition
        rights and the shares of _____________________ issuable upon exercise of
        the
        Warrant:

      


       

      
        	
                Name
                  of Assignee

                 

              	 	
                Address

                 

              	 	
                Number
                  of Warrant Shares

                 

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      

       

       

      If
        the
        total of the Warrant Shares are not all of the Warrant Shares evidenced by
        the
        foregoing Warrant, the undersigned requests that a new Warrant evidencing
        the
        right to acquire the Warrant Shares not so assigned be issued in the name
        of and
        delivered to the undersigned.

       

      
        	
                 

                Name
                  of Holder (print): 

              	 
	
                 

                (Signature): 

              	 
	
                 

                (By:) 

              	 
	
                 

                (Title:) 

              	 
	
                 

                Dated: 

              	 


      

       

      12

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      

         

        Schedule
          to Form of Warrant Certificate

         

         

        Recipients
          of Warrants

         

         

        


         

        
          	
                   

                  Warrant
                    Certificate No.

                   

                	
                   

                  Recipient

                   

                	
                   

                  Number
                    of Warrants

                   

                
	
                   

                  SPTW1

                   

                	
                   

                  Ron
                    Moschetta

                   

                	
                   

                  695,000

                   

                
	
                   

                  SPTW4

                   

                	
                   

                  Donna
                    Kress

                   

                	
                   

                  700,000

                   

                
	
                   

                  SPTW2

                   

                	
                   

                  Andy
                    Gonchur

                   

                	
                   

                  695,000

                   

                
	
                   

                  SPTW3

                   

                	
                   

                  Tony
                    Polyviou

                   

                	
                   

                  695,000

                   

                
	
                   

                  SPTW6

                   

                	
                   

                  Yorkville
                    Advisors Management LLC

                   

                	
                   

                  257,624

                   

                
	
                   

                  SPTW7

                   

                	
                   

                  Phoenix
                    Holdings Inc.

                   

                	
                   

                  2,250,000

                   

                
	
                   

                  SPTW8

                   

                	
                   

                  Swiss
                    Finanz Partners AG

                   

                	
                   

                  850,000

                   

                
	
                   

                  SPTW9

                   

                	
                   

                  Weikai
                    Lang

                   

                	
                   

                  15,368

                   

                
	
                   

                  SPTW5

                   

                	
                   

                  Jackson
                    Steinen

                   

                	
                   

                  25,000

                   

                
	 	
                   

                  Total

                   

                	
                   

                  6,182,992