EXHIBIT 4.2

THIS  WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE  OF  THIS
WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"), AND VARIOUS  STATE  SECURITIES
LAWS.  THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE  OF
THIS WARRANT MAY BE PLEDGED OR HYPOTHECATED IN CONNECTION WITH  A
BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS WARRANT OR
ANY OF THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT.

      THIS REDEEMABLE CLASS "A" WARRANT REPRESENTS THE RIGHT
             TO PURCHASE SHARES OF THE COMMON STOCK

                               OF

                     RENEWABLE ASSETS, INC.
                     ----------------------
                             Issuer

Issue Date:  ________________, 2005             Warrant No. A-___

      This  Class  "A" Common Stock Warrant ("Warrant")  and  the
securities issuable upon its exercise (in whole or in part)  have
been  sold  to the Holder within Units pursuant to the Form  SB-2
Registration Statement filed with, and declared effective by  the
Securities and Exchange Commission. The Warrants may be  detached
and  separated  from  the  Units  and  the  Warrant  and  or  the
underlying  shares may be freely sold, transferred  or  otherwise
disposed   of  while  they  are  the  subject  of  an   effective
registration statement. The Class "A" Warrants are separable from
the Units and Common Stock comprising the Units.

Registered Warrant Holder:

Name:_________________________

Address:______________________

______________________________

SS/Tax ID#____________________

     THIS CERTIFIES that ______________________ or any subsequent
holder  of  all  or part of this Class "A" Common Stock  Purchase
Warrant  (the "Holder"), has the right to purchase from RENEWABLE
ASSETS,  INC.,  a  Delaware corporation (the  "Company"),  up  to
__________  fully paid and nonassessable shares of the  Company's
common  stock,  par value $0.001 per share (the "Common  Stock"),
subject  to adjustment as provided herein, at a price  per  share
equal  to the Exercise Price (as defined below), at any time  and
from time to time beginning on the date on which this Warrant  is


<PAGE>  Exh. 4.1 - Pg. 1


issued (the "Issue Date") and ending at 5:00 p.m., eastern  time,
on   the  second  (2nd)  anniversary  of  the  Issue  Date   (the
"Expiration Date").

     1.   Exercise.
          --------

      (a)   Right to Exercise; Exercise Price.  The Holder  shall
            ---------------------------------
have the right to exercise this Warrant at any time and from time
to  time during the period beginning on the Issue Date and ending
on  the  Expiration Date as to all or any part of the  shares  of
Common   Stock  covered  hereby  (the  "Warrant  Shares").    The
"Exercise  Price" for each Warrant Share purchased by the  Holder
upon  the  exercise  of this Warrant shall  be  equal  to  $0.50,
subject  to  adjustment  for the events specified  in  Section  6
below.

     (b)   Exercise  Notice.  In order to exercise this  Warrant,
           ----------------
the  Holder  shall send by facsimile transmission,  at  any  time
prior  to  5:00 p.m., eastern time, on the Business Day on  which
the  Holder wishes to effect such exercise (the "Exercise Date"),
to  the Company an executed copy of the notice of exercise in the
form  attached  hereto as Exhibit A (the "Exercise Notice"),  the
original  Warrant and, the Exercise Price.  The  Exercise  Notice
shall  also state the name or names (with address) in  which  the
shares  of Common Stock that are issuable on such exercise  shall
be  issued.  If shares are to be issued in the name of  a  person
other  than  the  Holder, the Holder will pay all transfer  taxes
payable with respect thereto. In the case of a dispute as to  the
calculation of the Exercise Price or the number of Warrant Shares
issuable   hereunder   (including,   without   limitation,    the
calculation  of any adjustment pursuant to Section 6 below),  the
Company  shall promptly issue to the Holder the number of Warrant
Shares  that  are  not  disputed and shall  submit  the  disputed
calculations  to a certified public accounting firm  of  national
recognition  (other  than the Company's independent  accountants)
within  two  (2) Business Days following the date  on  which  the
Exercise  Notice is delivered to the Company. The  Company  shall
cause such accountant to calculate the Exercise Price and/or  the
number  of  Warrant Shares issuable hereunder and to  notify  the
Company  and the Holder of the results in writing no  later  than
three  (3)  Business  Days  following  the  day  on  which   such
accountant  received  the  disputed  calculations  (the  "Dispute
Procedure").  Such  accountant's  calculation  shall  be   deemed
conclusive  absent  manifest  error.   The  fees  of   any   such
accountant  shall  be borne by the party whose calculations  were
most at variance with those of such accountant.

     (c)        Holder  of  Record.  The Holder  shall,  for  all
                ------------------
purposes,  be deemed to have become the holder of record  of  the
Warrant  Shares specified in an Exercise Notice on  the  Exercise
Date  specified therein, irrespective of the date of delivery  of
such  Warrant  Shares.  Except as specifically  provided  herein,
nothing in this Warrant shall be construed as conferring upon the
Holder hereof any rights as a stockholder of the Company prior to
the Exercise Date.

     (d)   Cancellation  of  Warrant.   This  Warrant  shall   be
           -------------------------
canceled  upon its exercise and, if this Warrant is exercised  in
part,  the  Company shall, at the time that it  delivers  Warrant
Shares  to  the  Holder  pursuant to such  exercise  as  provided
herein,  issue  a  new  warrant, and  deliver  to  the  Holder  a
certificate  representing such new warrant, with terms  identical
in  all  respects to this Warrant (except that such  new  warrant
shall  be  exercisable into the number of shares of Common  Stock
with  respect  to  which this Warrant shall remain  unexercised);
provided, however, that the Holder shall be entitled to  exercise
all  or any portion of such new warrant at any time following the
time  at  which this Warrant is exercised, regardless of  whether
the Company has actually issued such new warrant or delivered  to
the Holder a certificate therefor.

     2.   Delivery of Warrant Shares Upon Exercise.  Upon receipt
          ----------------------------------------
of  an Exercise Notice pursuant to paragraph 1 above, the Company
shall, no later than the close of business on the later to  occur
of  (i) the tenth (10th) Business Day following the Exercise Date
set  forth in such Exercise Notice and (ii) the date on which the
Company has received payment of the Exercise Price and the  taxes
specified  in  paragraph 1(b) above, if any, are  paid  in  full,
being  referred  to as a "Delivery Date"), issue and  deliver  or


<PAGE>  Exh. 4.1 - Pg. 2

cause  to be delivered to the Holder the number of Warrant Shares
as  shall  be  determined as provided herein. The  Company  shall
effect delivery of Warrant Shares by delivering to the Holder  or
its  nominee  physical  certificates  representing  such  Warrant
Shares,  as  soon as commercially reasonable after  the  delivery
date.

     3.   Failure to Deliver Warrant Shares.
          ---------------------------------

     (a)   In the event that the Company fails for any reason  to
deliver  to the Holder the number of Warrant Shares entitled  (an
"Exercise  Default"),  and such default continues  for  ten  (10)
Business  Days  following delivery of a written  notice  of  such
default  by the Holder to the Company, the Company shall  pay  to
the  Holder payments ("Exercise Default Payments") in the  amount
of (i) (N/365) multiplied by (ii) the aggregate Exercise Price of
the Warrant Shares which are the subject of such Exercise Default
multiplied  by (iii) the lower of fifteen percent (15%)  and  the
maximum  rate permitted by applicable law (the "Default  Interest
Rate"),  where "N" equals the number of days elapsed between  the
date  of delivery of the Holder's notice of default and the  date
on  which all of such Warrant Shares are issued and delivered  to
the  Holder. Cash amounts payable hereunder shall be paid  on  or
before  the  tenth  (10th) Business Day of  each  calendar  month
following the calendar month in which such amount has accrued.

     (b)    The  Holder's  rights  and  remedies  hereunder   are
cumulative, and no right or remedy is exclusive of any other.  In
addition  to the amounts specified herein, the Holder shall  have
the right to pursue all other remedies available to it at law  or
in  equity  (including, without limitation, a decree of  specific
performance and/or injunctive relief).

     4.    Exercise Limitations.  In no event shall the Holder be
           --------------------
permitted  to  exercise this Warrant, or part thereof,  if,  upon
such  exercise, the number of shares of Common Stock beneficially
owned  by the Holder (other than shares which would otherwise  be
deemed  beneficially  owned  except  for  being  subject   to   a
limitation  on conversion or exercise analogous to the limitation
contained in this paragraph 4), would exceed 4.99% of the  number
of  shares of Common Stock then issued and outstanding.  As  used
herein,  beneficial ownership shall be determined  in  accordance
with  Section 13(d) of the Securities Exchange Act  of  1934,  as
amended,  and  the  rules  thereunder. To  the  extent  that  the
limitation  contained in this paragraph 4 applies, the submission
of  an  Exercise Notice by the Holder shall be deemed to  be  the
Holder's representation that this Warrant is exercisable pursuant
to  the terms hereof and the Company shall be entitled to rely on
such  representation  without making any further  inquiry  as  to
whether  this  Section  4  applies. The  Company  shall  have  no
liability to any person if the Holder's determination of  whether
this  Warrant  is  convertible pursuant to the  terms  hereof  is
incorrect.  Nothing contained herein shall be deemed to  restrict
the  right of a Holder to exercise this Warrant, or part thereof,
at  such time as such exercise will not violate the provisions of
this  Section 4.  This Section 4 may not be amended  unless  such
amendment  is agreed to in writing by the Holder and approved  by
the  holders  of a majority of the Common Stock then outstanding;
provided,  however, that the Holder shall have  the  right,  upon
sixty  (60) days' prior written notice to the Company,  to  waive
the provisions of this Section 4.

     5.    Payment of the Exercise Price.  The Holder  shall  pay
           -----------------------------
the Exercise Price by delivering immediately available funds.  It
is intended and acknowledged that the Warrant Shares issued shall
be  deemed  to have been acquired by the Holder, and the  holding
period  for  the  Warrant Shares required by Rule  144  shall  be
deemed to have been commenced, on the Issue Date.

      6.   Call Provision.   At any time after the issue date  of
           --------------
this Warrant, and prior to the Expiration Date, the Company, upon
30   days  notice  to  Warrant  holders,  may  call  all  of  the
outstanding, unexercised Warrants at the call price of $0.01  per
Warrant and, if called, the Warrants thereafter will no longer be
outstanding or of any further force or effect whatsoever.


<PAGE>  Exh. 4.1 - Pg. 3


     7.    Anti-Dilution Adjustments. The Exercise Price and  the
           -------------------------
number  of Warrant Shares issuable hereunder shall be subject  to
adjustment from time to time as provided in this Section 7:

     (a)   Subdivision or Combination of Common  Stock.   If  the
           -------------------------------------------
Company,  at  any time after the Issue Date, subdivides  (by  any
stock  split,  stock dividend, recapitalization,  reorganization,
reclassification or otherwise) its shares of Common Stock into  a
greater  number  of  shares, then after the date  of  record  for
effecting   such  subdivision,  the  Exercise  Price  in   effect
immediately  prior  to such subdivision will  be  proportionately
reduced on a weighted average number of shares outstanding basis.
If  the  Company, at any time after the Issue Date, combines  (by
reverse    stock    split,   recapitalization,    reorganization,
reclassification or otherwise) its shares of Common Stock into  a
smaller  number  of shares, then, after the date  of  record  for
effecting   such  combination,  the  Exercise  Price  in   effect
immediately  prior  to  such combination will  be  proportionally
increased  on  a  weighted average number of  shares  outstanding
basis.

     (b)    Exceptions   To   Adjustment   Of   Exercise   Price.
            ----------------------------------------------------
Notwithstanding  the  foregoing, no adjustment  to  the  Exercise
Price shall be made upon the issuance of any Excluded Securities.
For  purposes hereof, "Excluded Securities" means (I)  securities
issued upon exercise of the Warrants; (II) shares of Common Stock
issuable  or  issued to (x) employees or directors from  time  to
time upon the exercise of options, in such case granted or to  be
granted  in the discretion of the Board of Directors pursuant  to
one  or  more  stock option plans or restricted  stock  plans  in
effect  as of the Issue Date or adopted after the Issue  Date  by
members  of  the Board of Directors with substantially  the  same
terms  as  such  plans in effect as of the Issue  Date,  and  (y)
warrants  to  purchase Common Stock that are outstanding  on  the
date  hereof  or  issued hereafter, provided such  issuances  are
approved by the Board of Directors; (III) shares of Common  Stock
issued  in connection with the acquisition by the Company of  any
corporation  or other entity occurring after the Effective  Date;
(IV)  shares  issued  to  Persons with whom  the  Corporation  is
entering  into  a  joint  venture, strategic  alliance  or  other
commercial relationship in connection with the operation  of  the
Company's  business and not in connection with a transaction  the
primary purpose of which is to raise equity capital.

     (c)   Notice Of Adjustments.  Upon the occurrence of one  or
           ---------------------
more adjustments or readjustments of the Exercise Price resulting
in  a  change in the Exercise Price by more than one percent (1%)
in  the  aggregate, or any change in the number or type of stock,
securities and/or other property issuable upon exercise  of  this
Warrant, the Company, at its expense, shall promptly compute such
adjustment  or readjustment or change and prepare and furnish  to
the  Holder  a  certificate  setting  forth  such  adjustment  or
readjustment or change and showing in detail the facts upon which
such  adjustment or readjustment or change is based.  The Company
shall,  upon  the  written request at any  time  of  the  Holder,
furnish  to the Holder a like certificate setting forth (i)  such
adjustment or readjustment or change, (ii) the Exercise Price  at
the time in effect and (iii) the number of shares of Common Stock
and the amount, if any, of other securities or property which  at
the time would be received upon exercise of this Warrant.

     (d)    Major  Transactions.   In  the  event  of  a  merger,
            -------------------
consolidation,  business combination, tender offer,  exchange  of
shares,  recapitalization, reorganization,  redemption  or  other
similar event, as a result of which shares of Common Stock of the
Company  shall be changed into the same or a different number  of
shares  of  the  same  or another class or classes  of  stock  or
securities  or other assets of the Company or another  entity  or
the  Company  shall sell all or substantially all of  its  assets
(each  of the foregoing being a "Major Transaction"), the Company
will  give  the  Holder at least thirty (30) days written  notice
prior  to  the  closing of such Major Transaction  (which  period
shall  be  increased to sixty-one (61) days  if,  at  such  time,
without giving effect to the limitation on exercise contained  in
paragraph  4 hereof, the Holder would beneficially own more  than
4.99%  of  the Common Stock then outstanding); provided, however,
that  the  Company shall publicly disclose the terms of any  such
Major  Transaction  on or before the date on  which  it  delivers
notice of a Major Transaction to the Holder.  Upon the occurrence
of  a  Major  Transaction, (i) the Holder shall be  permitted  to
exercise  this Warrant in whole or in part at any time  prior  to


<PAGE>  Exh. 4.1 - Pg. 4

the  record date for the receipt of such consideration and  shall
be  entitled to receive, for each share of Common Stock issued to
Holder  for such exercise, the same per share consideration  paid
to  the  other  holders of Common Stock in connection  with  such
Major  Transaction, and (ii) if and to the extent that the Holder
retains  any portion of this Warrant following such record  date,
the  Company will cause the surviving or, in the event of a  sale
of  assets, purchasing entity, as a condition precedent  to  such
Major Transaction, to assume the obligations of the Company under
this Warrant, with such adjustments to the Exercise Price and the
securities  covered  hereby  as are  deemed  appropriate  by  the
Company's  Board of Directors in order to preserve  the  economic
benefits of this Warrant to the Holder.

     (e)   Adjustments; Additional Shares, Securities or  Assets.
           -----------------------------------------------------
In  the event that at any time, as a result of an adjustment made
pursuant  to this paragraph 7, the Holder of this Warrant  shall,
upon  exercise  of  this  Warrant,  become  entitled  to  receive
securities  or  assets (other than Common Stock)  then,  wherever
appropriate,  all  references herein to shares  of  Common  Stock
shall  be deemed to refer to and include such shares and/or other
securities  or assets; and thereafter the number of  such  shares
and/or  other securities or assets shall be subject to adjustment
from time to time in a manner and upon terms as nearly equivalent
as  practicable  to  the  provisions of  this  paragraph  7.  Any
adjustment made herein that results in a decrease in the Exercise
Price shall also effect a proportional increase in the number  of
shares of Common Stock into which this Warrant is exercisable.

     8.   Fractional Interests.
          --------------------

     No fractional shares or scrip representing fractional shares
shall  be  issuable upon the exercise of this  Warrant.   If,  on
exercise of this Warrant, the Holder hereof would be entitled  to
a  fractional  share  of Common Stock or a  right  to  acquire  a
fractional share of Common Stock, the Company shall, in  lieu  of
issuing any such fractional share, pay to the Holder an amount in
cash  equal  to  the  product  resulting  from  multiplying  such
fraction by the Market Price as of the Exercise Date.

     9.   Transfer of this Warrant.
          ------------------------

     The  Holder may sell, transfer, assign, pledge or  otherwise
dispose  of  this Warrant, in whole or in part, as long  as  such
sale  or  other  disposition is made  pursuant  to  an  effective
registration  statement  or an exemption  from  the  registration
requirements   of  the  Securities  Act,  and  applicable   state
securities  laws.   Upon such transfer or other disposition,  the
Holder shall deliver this Warrant to the Company together with  a
written notice to the Company, substantially in the form  of  the
Transfer  Notice  attached  hereto as Exhibit  B  (the  "Transfer
Notice"),  indicating the person or persons to whom this  Warrant
shall  be  transferred and, if less than all of this  Warrant  is
transferred,  the number of Warrant Shares to be covered  by  the
part  of  this  Warrant to be transferred to  each  such  person.
Within five (5) Business Days of receiving a Transfer Notice  and
the  original of this Warrant, the Company shall deliver  to  the
each transferee designated by the Holder a Warrant or Warrants of
like tenor and terms for the appropriate number of Warrant Shares
and,  if less than all this Warrant is transferred, shall deliver
to  the  Holder  a  Warrant for the remaining number  of  Warrant
Shares.

     10.  Benefits of this Warrant.
          ------------------------

     This Warrant shall be for the sole and exclusive benefit  of
the  Holder of this Warrant and nothing in this Warrant shall  be
construed to confer upon any person other than the Holder of this
Warrant any legal or equitable right, remedy or claim hereunder.


<PAGE>  Exh. 4.1 - Pg. 5


     11.  Loss, theft, destruction or mutilation  of Warrant.
          --------------------------------------------------

     Upon  receipt by the Company of evidence of the loss, theft,
destruction  or mutilation of this Warrant, and (in the  case  of
loss,  theft or destruction) of indemnity reasonably satisfactory
to the Company, and upon surrender of this Warrant, if mutilated,
the Company shall execute and deliver a new Warrant of like tenor
and date.

     12.  Notice or Demands.
          -----------------

     Any  notice, demand or request required or permitted  to  be
given by the Company or the Holder pursuant to the terms of  this
Warrant  shall  be in writing and shall be deemed  delivered  (i)
when    delivered   personally   or   by   verifiable   facsimile
transmission, unless such delivery is made on a day that is not a
Business  Day, in which case such delivery will be deemed  to  be
made  on  the  next  succeeding Business Day, (ii)  on  the  next
Business  Day after timely delivery to an overnight  courier  and
(iii)  on the Business Day actually received if deposited in  the
U.S.   mail   (certified  or  registered  mail,  return   receipt
requested, postage prepaid), addressed as follows:

     If to the Company:

     RENEWABLE ASSETS, INC.
     Attn:     Alfred M. Schiffrin, Chief Financial Officer
     7040 W. Palmetto Park Road, Bldg. 4, No. 572
     Boca Raton, FL 33433
     Telephone: (561) 488-9938
     Facsimile: (561) -338-0409

     with a copy to:

     Eugene Michael Kennedy, Esq.
     Law Offices of Eugene Michael Kennedy, P.A.
     517 Southwest First Avenue
     Fort Lauderdale, FL 33301
     Telephone: (954) 524-4155
     Facsimile:  (954) 524-4169

and  if to the Holder, to such address as shall be designated  by
the Holder in writing to the Company.

     13.  Taxes.
          -----

     (a)        The  issue of stock certificates on exercises  of
this  Warrant  shall  be made without charge  to  the  exercising
Holder  for any tax in respect of the issue thereof.  The Company
shall  not,  however, be required to pay any  tax  which  may  be
payable  in  respect of any transfer involved in  the  issue  and
delivery  of stock in any name other than that of the  Holder  of
any  Warrant exercised, and the Company shall not be required  to
issue or deliver any such stock certificate unless and until  the
person or persons requesting the issue thereof shall have paid to
the  Company the amount of such tax or shall have established  to
the reasonable satisfaction of the Company that such tax has been
paid.

     (b)   Notwithstanding any other provision of  this  Warrant,
for  income tax purposes, any assignee or transferee shall  agree
that  the  Company and the Transfer Agent shall be  permitted  to
withhold  from any amounts payable to such assignee or transferee
any  taxes  required  by law to be withheld  from  such  amounts.
Unless  exempt  from the obligation to do so,  each  assignee  or


<PAGE>  Exh. 4.1 - Pg. 6

transferee  shall,  upon  request, execute  and  deliver  to  the
Company   or  the  Transfer  Agent,  as  applicable,  a  properly
completed  Form  W-8  or W-9, indicating that  such  assignee  or
transferee  is  not  subject to back-up  withholding  for  United
States Federal income tax purposes.

     14.  Applicable Law.
          --------------

     This  Warrant is issued under and shall for all purposes  be
governed  by  and construed in accordance with the  laws  of  the
State of Florida applicable to contracts made and to be performed
entirely within the State of Florida.

     15.  Amendments.
          ----------

     No  amendment, modification or other change to, or waiver of
any provision of, this Warrant may be made unless such amendment,
modification or change is (A) set forth in writing and is  signed
by the Company and the Holder and (B) agreed to in writing by the
holders  of  at  least sixty-six percent (66%) of the  number  of
shares into which the Warrants are exercisable (without regard to
any  limitation  contained therein on such  exercise),  it  being
understood that upon the satisfaction of the conditions described
in (A) and (B) above, each Warrant (including any Warrant held by
the  Holder  who did not execute the agreement specified  in  (B)
above)   shall   be   deemed   to  incorporate   any   amendment,
modification,  change  or  waiver  effected  thereby  as  of  the
effective date thereof.


                   [Signature Page to Follow]




















<PAGE>  Exh. 4.1 - Pg. 7


     IN  WITNESS  WHEREOF,  the Company  has  duly  executed  and
delivered this Warrant as of the Issue Date.

RENEWABLE ASSETS, INC.

By:_______________________________
Name:  Alfred M. Schiffrin
Title: Chief Executive Officer
       and Chief Financial Officer


































<PAGE>  Exh. 4.1 - Pg. 8


                                             EXHIBIT A to WARRANT
                                             --------------------

                         EXERCISE NOTICE
                         ---------------

     The  undersigned  Holder  hereby irrevocably  exercises  the
right  to purchase                  of the shares of Common Stock
("Warrant  Shares") of RENEWABLE ASSETS, INC.  evidenced  by  the
attached Warrant (the "Warrant").  Capitalized terms used  herein
and  not otherwise defined shall have the respective meanings set
forth in the Warrant.

     -     Form  of  Exercise  Price.  The  Holder  intends  that
payment  of  the Exercise Price shall be made as a Cash  Exercise
with respect to _________________ Warrant Shares; and/or

     -     Payment of Exercise Price.  The Holder has elected  to
exercise  Warrants  with respect to some or all  of  the  Warrant
Shares  to  be issued pursuant hereto, and accordingly shall  pay
the  sum  of $________________ to the Company in accordance  with
the terms of the Warrant.



Date: ______________________


____________________________
Name of Registered Holder

By:_________________________

Name:_______________________

Title:______________________






















<PAGE>  Exh. 4.1 - Pg. 9

                                             EXHIBIT B to WARRANT
                                             --------------------

                         TRANSFER NOTICE
                         ---------------



     FOR  VALUE RECEIVED, the undersigned Holder of the  attached
Warrant  hereby sells, assigns and transfers unto the  person  or
persons  named below the right to purchase             shares  of
the  Common  Stock  of RENEWABLE ASSETS, INC.  evidenced  by  the
attached Warrant.


Date: ______________________


____________________________
Name of Registered Holder

By:_________________________

Name:_______________________

Title:______________________

Transferee Name and Address:



























<PAGE>  Exh. 4.1 - Pg. 10