Warrant Purchase Agreement







 
  
   
    Exhibit 4.5

    WARRANT PURCHASE AGREEMENT

    
    THIS WARRANT PURCHASE AGREEMENT (the "Agreement") is made and
    entered into as of ___________, 2006, by and between PLATINUM RESEARCH
    ORGANIZATION, INC., a Nevada corporation having an office at 1917 West 4th
    Avenue, Suite 421, Vancouver B.C. V6J 1M7 ("Platinum"), and Investa
    Corporation, a ________ corporation having an office at ____________________
    (the "Purchaser").

    Platinum desires to sell and the Purchaser desires to purchase a warrant
    (the "Warrant") to purchase 2,500,000 shares of Platinum's Common
    Stock (the "Warrant Shares") at a purchase price of $0.24 per share
    substantially in the form attached hereto as Exhibit "A" on the terms and
    conditions set forth herein.

    In consideration of the mutual promises contained herein, the parties
    hereto agree as follows:

    1. STOCK PURCHASE.

    
    

    
    	Subject to the terms and conditions of this Agreement, the Purchaser
     agrees to purchase a Warrant from Platinum and Platinum agrees to sell and
     issue a Warrant to the Purchaser for an aggregate purchase price of $1.00.
	The purchase and sale of the Warrant shall take place at the offices of
     Venture Law Corporation, 618 - 688 West Hastings Street, Vancouver, British
     Columbia V6B 1P1, or at such other time and place as to which Platinum and
     Purchaser shall agree. At the Closing, Platinum shall deliver the Warrant
     to the Purchaser, against payment of the purchase price therefore by either
     (i) check, or (ii) wire transfer, or (iii) cash.


    2. ACCESS TO INFORMATION. The Purchaser acknowledges that it has
    had access to all material information concerning Platinum that it has
    requested. The Purchaser also acknowledges that it has had the opportunity
    to, and has to its satisfaction, questioned the officers of Platinum with
    respect to such Purchaser's investment hereunder, and has required
    sufficient information about Platinum to reach an informed and knowledgeable
    decision to acquire the Warrant.

    3. REPRESENTATION OF PURCHASER. The Purchaser represents that it
    understands that the Warrant and the Warrant Shares are speculative
    investments, that it is aware of Platinum's business affairs and financial
    condition, and that it has acquired sufficient information about Platinum to
    reach an informed and knowledgeable decision to acquire the Warrant. The
    Purchaser represents and warrants that it is purchasing the Warrant and any
    Warrant Shares issued upon exercise thereof for investment for its own
    account only and not with a view to, or for resale in connection with, any
    "distribution" thereof within the meaning of the Securities Act of 1933, as
    amended (the "Securities Act"), or applicable state securities laws.
    The Purchaser further represents that it understands that neither the
    Warrant nor the Warrant Shares have been registered under the Securities Act
    or applicable state securities laws by reason of specific exemptions
    therefrom, which exemptions depend upon, among other things, the bona fide
    nature of Purchaser's investment intent as expressed herein. The Purchaser
    represents that it understands that the Warrant and any Warrant Shares
    issued upon exercise thereof must be held indefinitely unless such
    securities are subsequently registered under the Securities Act and all
    applicable state securities laws and regulations or an exemption from such
    registration or qualification is available, and that Platinum is under no
    obligation to register or qualify such securities.

    4. REGISTRATION RIGHTS. Platinum agrees that the Warrant Shares,
    shall be subject to the registration rights set forth in the registration
    rights agreement attached hereto as Exhibit "B".

    5. CONDITIONS OF PLATINUM'S ISSUANCE. Platinum's obligation to
    issue the Warrant is subject to the satisfaction of each of the following
    conditions, or Platinum's written waiver thereof:

    
       a.  Representations and Warranties. The
    representations and warranties of Purchaser contained in Section 2 and 3
    shall be true and correct.

   

  

  
 



 


                                                                                                                                                                                                                                                                                                                                                                                                                          
1

  



 
  
   
    

     	Approvals and Qualifications. All authorizations, approvals or
     permits, if any, of any governmental authority or regulatory body that are
     required at this time in connection with the lawful issuance and sale of
     the Warrant pursuant to this Agreement, and the issuance of Shares shall
     have been duly obtained and be in effect.

6. NO BROKERS OR FINDERS. No person, firm or corporation has or
    will have, as a result of any act or omission by any Purchaser, any right,
    interest or valid claim against such Purchaser or Platinum for any
    commission, fee or other compensation as a finder or broker, or in any
    similar capacity, in connection with the transactions contemplated by this
    Agreement.

    7. LEGENDS. The Purchaser acknowledges and understands that the
    instruments evidencing the Warrant and any certificates evidencing the
    Warrant Shares (and Common Stock issuable upon conversion thereof) shall
    bear the legends as specified in the Warrant in the form attached hereto as
    Exhibit A (and any other legends required under state, provincial or federal
    securities laws in the opinion of legal counsel for Platinum).  

    8. GENERAL PROVISIONS.

    	This Agreement represents the entire agreement between Platinum and
     Purchaser regarding the subject matter hereof, supersedes all prior
     agreements and understanding, and may only be amended in a writing signed
     by Platinum and the Purchaser.
	This Agreement shall bind and benefit the successors, assigns, heirs,
     executors and administrators of the parties. The rights of the Purchaser
     under this Agreement may not be assigned without the written consent of
     Platinum.
	In all respects, including all matters of construction, validity and
     performance, this Security Agreement and the Secured Obligations arising
     hereunder shall be governed by, and construed and enforced in accordance
     with, the laws of the State of Delaware, without regard to the principles
     thereof regarding conflict of laws, except to the extent that the UCC
     provides for the application of the law of either Grantor's state. Each
     party agrees that all legal proceedings concerning the interpretations,
     enforcement and defense of the transactions contemplated by this Agreement
     (whether brought against a party hereto or its respective affiliates,
     directors, officers, shareholders, employees or agents) shall be commenced
     in the state and federal courts sitting in the City of New York, Borough of
     Manhattan (the "New York Courts"). Each party hereto hereby
     irrevocably submits to the exclusive jurisdiction of the New York Courts
     for the adjudication of any dispute hereunder or in connection herewith or
     with any transaction contemplated hereby or discussed herein (including
     with respect to the enforcement of any term the Agreement), and hereby
     irrevocably waives, and agrees not to assert in any suit, action or
     proceeding, any claim that it is not personally subject to the jurisdiction
     of any such court, or such New York Courts are improper or inconvenient
     venue for such proceeding.
	The Agreement may be executed in counterparts, each of which shall be
     an original, but all of which together shall constitute one instrument.


    IN WITNESS WHEREOF, the parties hereto have executed this Warrant
    Purchase Agreement as of the day and year first set forth above.

   

  

  
   
   	PLATINUM RESEARCH ORGANIZATION, INC.	 
	 
      
	 
	
     ____________________________________	 
	By: Cecelia Pineda, President & C.E.O.	 
	 	 


   
  

   

 



 

                                                                                                                                                                                                                                                                                                                                                                                                                          
2

  



 
   

  
   
   	INVESTA CORPORATION	 
	
      
      

     
     ____________________________________

	By:
      	 


   
  

 



 

 

                                                                                                                                                                                                                                                                                                                                                                                                                          
3

  




 
  EXHIBIT "A"

  
   

  
  THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
  AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED,
  ASSIGNED, PLEDGED, OFFERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
  EFFECTIVE REGISTRATION STATEMENT UNDER THE APPLICABLE SECURITIES LAWS OR AN
  OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION STATING THAT SUCH
  REGISTRATION IS NOT REQUIRED.  

  SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BECOME
  VOID AFTER 5:00 P.M. EASTERN TIME ON ______ ___, 2009 ("EXPIRATION DATE").
  
  

  PLATINUM RESEARCH ORGANIZATION, INC.
   

  WARRANT TO PURCHASE ______ SHARES OF
   

  COMMON STOCK, $0.001 PAR VALUE PER SHARE ("COMMON STOCK")
  
  

  
  

  
  Series One

  Warrant Certificate No. W 2006-10-0000

  Number of Warrants: _____________                                                                                               
  Holder: ____________________

  
  Expiration Date:
                   ____, 2009                                                                                              
  Address: ___________________

                                                                                                                                                                               
  ___________________

                                                                                                                                                                               
  ___________________

  Exercise Price Per Share: US $ 0.24
   

  
  

                     

                   
                  
                 
                
               
              
             
            
           
          
         
        
       
      
     
    
   
  
  
  For identification only. The governing terms of this Warrant are set forth
  below.

  
  _______________________________________________________________________________________________________________________________

 

  
  

  

  
  
   
     

    
    For VALUE RECEIVED, _____________________ ("Warrantholder"), is
    entitled to purchase, subject to the provisions of this Warrant, from
    Platinum Research Organization, Inc., a Nevada corporation ("Corporation"),
    at any time not later than 5:00 P.M., Eastern time, on _________, 2009
    (the "Expiration Date"), at an exercise price per share equal to
    $0.24 (the exercise price in effect being herein called the "Warrant
    Price"), _________ shares ("Warrant Shares") of Common Stock. The
    number of Warrant Shares purchasable upon exercise of this Warrant and the
    Warrant Price shall be subject to adjustment from time to time as described
    herein.  

    
    Section 1. Registration. The Corporation shall maintain books for the
    transfer and registration of the Warrant. Upon the initial issuance of the
    Warrant, the Corporation shall issue and register the Warrant in the name of
    the Warrantholder.  

    
    Section 2. Transfers. As provided herein, this Warrant may be
    transferred only pursuant to a registration statement filed under the
    Securities Act of 1933, as amended ("Securities Act") or an exemption
    from such registration. Subject to such restrictions, the Corporation shall
    transfer this Warrant from time to time upon the books to be maintained by
    the Corporation for that purpose, upon surrender thereof for transfer
    properly endorsed or accompanied by appropriate instructions for transfer
    and such other documents as may be reasonably required by the Corporation to
    establish that such transfer is being made in accordance with the  

   

  

 




 


                                                                                                                                                                                                                                                                                                                                                                                                                          
4

  



 
  
   
     

    terms hereof, and a new Warrant shall be issued to the transferee and the
    surrendered Warrant shall be canceled by the Corporation.  

    
    Section 3. Exercise of Warrant. Subject to the provisions hereof, the
    Warrantholder may exercise this Warrant in whole or in part at any time upon
    surrender of the Warrant, together with delivery of the duly executed
    Warrant exercise form attached hereto as Appendix A (the "Exercise
    Agreement") and payment by cash, certified check or wire transfer of funds
    (or by cashless exercise as provided below) for the Warrant Price for that
    number of Warrant Shares then being purchased, to the Corporation during
    normal business hours on any business day at the Corporation's principal
    executive offices (or such other office or agency of the Corporation as it
    may designate by notice to the holder hereof). The Warrant Shares so
    purchased shall be deemed to be issued to the holder hereof or such holder's
    designee, as the record owner of such shares, as of the close of business on
    the date on which this Warrant shall have been surrendered (or evidence of
    loss, theft or destruction thereof and security or indemnity satisfactory to
    the Corporation shall have been provided to the Corporation), the Warrant
    Price shall have been paid and the completed Exercise Agreement shall have
    been delivered. Certificates for the Warrant Shares so purchased,
    representing the aggregate number of shares specified in the Exercise
    Agreement, shall be delivered to the holder hereof within a reasonable time,
    not exceeding seven (7) business days, after this Warrant shall have been so
    exercised. The certificates so delivered shall be in such denominations as
    may be requested by the holder hereof and shall be registered in the name of
    such holder or such other name as shall be designated by such holder. If
    this Warrant shall have been exercised only in part, then, unless this
    Warrant has expired, the Corporation shall, at its expense, at the time of
    delivery of such certificates, deliver to the holder a new Warrant
    representing the number of shares with respect to which this Warrant shall
    not then have been exercised.  

    Each exercise hereof shall constitute the representation and warranty of
    the Warrantholder to the Corporation that the representations and warranties
    contained in Article 5 of the Purchase Agreement (as defined below) are true
    and correct in all material respects with respect to the Warrantholder as of
    the time of such exercise.  

    
    Section 4. Compliance with the Securities Act of 1933. The
    Corporation may cause the legend set forth on the first page of this Warrant
    to be set forth on each Warrant or similar legend on any security issued or
    issuable upon exercise of this Warrant, unless counsel for the Corporation
    is of the opinion as to any such security that such legend is unnecessary.
    
    

    
    Section 5. Payment of Taxes. The Corporation will pay any documentary
    stamp taxes attributable to the initial issuance of Warrant Shares issuable
    upon the exercise of the Warrant; provided, however, that the Corporation
    shall not be required to pay any tax or taxes which may be payable in
    respect of any transfer involved in the issuance or delivery of any
    certificates for Warrant Shares in a name other than that of the registered
    holder of this Warrant, and in such case, the Corporation shall not be
    required to issue or deliver any certificate for Warrant Shares or any
    Warrant until the person requesting the same has paid to the Corporation the
    amount of such tax or has established to the Corporation's reasonable
    satisfaction that such tax has been paid. The holder shall be responsible
    for income taxes due under federal, state or other law, if any such tax is
    due.  

    
    Section 6. Mutilated or Missing Warrants. In case this Warrant shall
    be mutilated, lost, stolen, or destroyed, the Corporation shall issue in
    exchange and substitution of and upon cancellation of the mutilated Warrant,
    or in lieu of and substitution for the Warrant lost, stolen or destroyed, a
    new Warrant of like tenor and for the purchase of a like number of Warrant
    Shares, but only upon receipt of evidence reasonably satisfactory to the
    Corporation of such loss, theft or destruction of the Warrant, and with
    respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond
    with respect thereto, if requested by the Corporation.  

    
    Section 7. Reservation of Common Stock. The Corporation hereby
    represents and warrants that there have been reserved, and the Corporation
    shall at all applicable times keep reserved until issued (if necessary) as
    contemplated by this Section 7, out of the authorized and unissued Common
    Stock, sufficient shares to provide for the exercise of the rights of
    purchase represented by the Warrant. The Corporation agrees that all Warrant
    Shares issued upon exercise of the Warrant shall be, at the time of delivery
    of the  

   

  

  
 



 


                                                                                                                                                                                                                                                                                                                                                                                                                         
5

  



 
  
   
    certificates for such Warrant Shares, duly authorized, validly issued,
    fully paid and non-assessable shares of Common Stock of the Corporation.
     

    
    Section 8. Adjustments. Subject and pursuant to the provisions of
    this Section 8, the Warrant Price and number of Warrant Shares subject to
    this Warrant shall be subject to adjustment from time to time as set forth
    hereinafter.  

    	If the Corporation shall at any time or from time to time while the
     Warrant is outstanding, pay a dividend or make a distribution on its Common
     Stock in shares of Common Stock, subdivide its outstanding shares of Common
     Stock into a greater number of shares or combine its outstanding shares of
     Common Stock into a smaller number of shares or issue by reclassification
     of its outstanding shares of Common Stock any shares of its capital stock
     (including any such reclassification in connection with a consolidation or
     merger in which the Corporation is the continuing corporation), then the
     number of Warrant Shares purchasable upon exercise of the Warrant and the
     Warrant Price in effect immediately prior to the date upon which such
     change shall become effective, shall be adjusted by the Corporation so that
     the Warrantholder thereafter exercising the Warrant shall be entitled to
     receive the number of shares of Common Stock or other capital stock which
     the Warrantholder would have received if the Warrant had been exercised
     immediately prior to such event upon payment of a Warrant Price that has
     been adjusted to reflect a fair allocation of the economics of such event
     to the Warrantholder. Such adjustments shall be made successively whenever
     any event listed above shall occur.  
	If any capital reorganization, reclassification of the capital stock of
     the Corporation, consolidation or merger of the Corporation with another
     corporation in which the Corporation is not the survivor, or sale, transfer
     or other disposition of all or substantially all of the Corporation's
     assets to another corporation shall be effected, then, as a condition of
     such reorganization, reclassification, consolidation, merger, sale,
     transfer or other disposition, lawful and adequate provision shall be made
     whereby each Warrantholder shall thereafter have the right to purchase and
     receive upon the basis and upon the terms and conditions herein specified
     and in lieu of the Warrant Shares immediately theretofore issuable upon
     exercise of the Warrant, such shares of stock, securities or assets as
     would have been issuable or payable with respect to or in exchange for a
     number of Warrant Shares equal to the number of Warrant Shares immediately
     theretofore issuable upon exercise of the Warrant, had such reorganization,
     reclassification, consolidation, merger, sale, transfer or other
     disposition not taken place, and in any such case appropriate provision
     shall be made with respect to the rights and interests of each
     Warrantholder to the end that the provisions hereof (including, without
     limitation, provision for adjustment of the Warrant Price) shall thereafter
     be applicable, as nearly equivalent as may be practicable in relation to
     any shares of stock, securities or properties thereafter deliverable upon
     the exercise thereof. The Corporation shall not effect any such
     consolidation, merger, sale, transfer or other disposition unless prior to
     or simultaneously with the consummation thereof the successor corporation
     (if other than the Corporation) resulting from such consolidation or
     merger, or the corporation purchasing or otherwise acquiring such assets or
     other appropriate corporation or entity shall assume the obligation to
     deliver to the holder of the Warrant such shares of stock, securities or
     assets as, in accordance with the foregoing provisions, such holder may be
     entitled to purchase, and the other obligations under this Warrant. The
     provisions of this paragraph (b) shall similarly apply to successive
     reorganizations, reclassifications, consolidations, mergers, sales,
     transfers or other dispositions.  


    In case the Corporation shall fix a payment date for the making of a
    distribution to all holders of Common Stock (including any such distribution
    made in connection with a consolidation or merger in which the Corporation
    is the continuing corporation) on evidences of indebtedness or assets (other
    than cash dividends or cash distributions payable out of consolidated
    earnings or earned surplus or dividends or distributions referred to in
    Section 8(a)), or subscription rights or warrants, the Warrant Price to be
    in effect after such payment date shall be determined by multiplying the
    Warrant Price in effect immediately prior to such payment date by a
    fraction, the numerator of which shall be the total number of shares of
    Common Stock outstanding multiplied by the Market Price per share of Common
    Stock (as defined below), less the fair market value (as determined by the
    Corporation's Board of Directors in good faith) of said assets or evidences
    of indebtedness so distributed, or of such subscription rights or warrants,
    and the denominator of  

   

  

  
 



 


                                                                                                                                                                                                                                                                                                                                                                                                                         
6

  



 
  
   
    which shall be the total number of shares of Common Stock outstanding
    multiplied by such Market Price per share of Common Stock. "Market Price" as
    of a particular date (the "Valuation Date") shall mean the following: (a) if
    the Common Stock is then listed on a national stock exchange, the closing
    sale price of one share of Common Stock on such exchange on the last trading
    day prior to the Valuation Date; (b) if the Common Stock is then quoted on
    the Nasdaq National Market or Nasdaq SmallCap Market ("Nasdaq"), the closing
    sale price of one share of Common Stock on Nasdaq on the last trading day
    prior to the Valuation Date or, if no such closing sale price is available,
    the average of the high bid and the low sales price quoted on Nasdaq on the
    last trading day prior to the Valuation Date; or (c) if the Common Stock is
    not then listed on a national stock exchange or quoted on Nasdaq and if
    prices for the Common Stock are then quoted on the OTC Bulletin Board, the
    volume weighted average price of the Common Stock for such date (or the
    nearest preceding date) on the OTC Bulletin Board; or (d) if the Common
    Stock is not then listed on a national stock exchange or quoted on Nasdaq or
    the OTC Bulletin Board, the fair market value of one share of Common Stock
    as of the Valuation Date, which shall be determined in good faith by the
    Board of Directors of the Corporation and the Warrantholder. The Board of
    Directors of the Corporation shall respond promptly, in writing, to an
    inquiry by the Warrantholder prior to the exercise hereunder as to the
    Market Value of a share of Common Stock as determined by the Board of
    Directors of the Corporation. In the event that the Board of Directors of
    the Corporation and the Warrantholder are unable to agree upon the fair
    market value in respect of subpart (c) hereof, the Corporation and the
    Warrantholder shall jointly select an appraisor, who is experienced in such
    matters. The decision of such appraiser shall be final and conclusive, and
    the cost of such appraiser shall be borne evenly by the Corporation and the
    Warrantholder. Such adjustment shall be made successively whenever such a
    payment date is fixed.  

    	For the term of this Warrant, in addition to the provisions contained
     above, the Warrant Price shall be subject to adjustment as provided below.
     An adjustment to the Warrant Price shall become effective immediately after
     the payment date in the case of each dividend or distribution and
     immediately after the effective date of each other event which requires an
     adjustment.  
	In the event that, as a result of an adjustment made pursuant to
     Section 8(a), the holder of this Warrant shall become entitled to receive
     any shares of capital stock of the Corporation other than shares of Common
     Stock, the number of such other shares so receivable upon exercise of this
     Warrant shall be subject thereafter to adjustment from time to time in a
     manner and on terms as nearly equivalent as practicable to the provisions
     with respect to the Warrant Shares contained in this Warrant.
	Anything herein to the contrary notwithstanding, the Corporation shall
     not be required to make any adjustment of the Warrant Price in the case of
     the issuance of any of (A) capital stock, Options or Convertible Securities
     issued to directors, officers, employees or consultants of the Corporation
     in connection with their service as directors of the Corporation, their
     employment by the Corporation or their retention as consultants by the
     Corporation pursuant to an equity compensation program approved by the
     Board of Directors of the Corporation or the compensation committee of the
     Board of Directors of the Corporation, (B) sales of shares of Common Stock
     upon the conversion or exercise of Options or Convertible Securities issued
     prior to the date hereof or (C) capital stock issued as full or partial
     consideration for a merger or acquisition, or a strategic allegiance or
     alliance in which the Corporation with respect to such strategic allegiance
     or alliance issues shares of its equity securities having an aggregate Fair
     Market Value (as defined below) of less than $10 million, approved by the
     Board of Directors of the Corporation. The "Fair Market Value" of a
     security as of a particular date (the "Valuation Date") shall mean the
     following: (a) if the security is then listed on a national stock exchange,
     the closing sale price of one security on such exchange on the last trading
     day prior to the Valuation Date; (b) if the security is then quoted on
     Nasdaq, the closing sale price of one security on Nasdaq on the last
     trading day prior to the Valuation Date or, if no such closing sale price
     is available, the average of the high bid and the low sales price quoted on
     Nasdaq on the last trading day prior to the Valuation Date; or (c) if the
     Common Stock is not then listed on a national stock exchange or quoted on
     Nasdaq and if prices for the Common Stock are then quoted on the OTC
     Bulletin Board, the volume weighted average price of the Common Stock on
     the last trading day prior to the Valuation Date (or the nearest preceding
     date) on the OTC Bulletin Board; (d) if the security is not then listed on
     a national stock exchange or quoted on Nasdaq or on the OTC Bulletin Board,
     the fair market value of one security as of the Valuation Date, shall be
     determined in good faith by a nationally selected investment banking firm
     or other nationally recognized business appraiser selected by the Board of
     Directors of  


     

   

  

  
 



 


                                                                                                                                                                                                                                                                                                                                                                                                                          
7

  



 
  
              Corporation.
   An "Excluded Issuance" shall mean each of items (A), (B) and (C) above.
    

   
   Section 9. Fractional Interest. The Corporation shall not be required
   to issue fractions of Warrant Shares upon the exercise of the Warrant. If any
   fractional share of Common Stock would, except for the provisions of the
   first sentence of this Section 9, be delivered upon such exercise, the
   Corporation, in lieu of delivering such fractional share, shall pay to the
   exercising holder of this Warrant an amount in cash equal to the current Fair
   Market Value of such fractional share of Common Stock.  

   
   Section 10. Extension of Expiration Date. If the Corporation fails to
   cause any Registration Statement covering Registrable Securities (capitalized
   terms used in this section are as defined in the Registration Rights
   Agreement dated ___________, 2006) (the "Registration Rights Agreement")
   to be declared effective prior to the applicable dates set forth therein, or
   if any of the events specified in clause (B) or (C) of Section 2(c) of the
   Registration Rights Agreement occurs and the Blackout Period (whether alone,
   or in combination with any other Blackout Period) continues for more than 60
   days in any 12 month period, or for more than a total of 90 days, then the
   Expiration Date of this Warrant shall be extended one day for each day beyond
   the 60-day or 90-day limits, as the case may be, that the Blackout Period
   continues.  

   
   Section 11. Benefits. Nothing in this Warrant shall be construed to
   give any person, firm or corporation (other than the Corporation and the
   Warrantholder) any legal or equitable right, remedy or claim, it being agreed
   that this Warrant shall be for the sole and exclusive benefit of the
   Corporation and the Warrantholder.  

   
   Section 12. Notices to Warrantholder. Upon the happening of any event
   requiring an adjustment of the Warrant Price, the Corporation shall promptly
   give written notice thereof to the Warrantholder at the address appearing in
   the records of the Corporation, stating the adjusted Warrant Price and the
   adjusted number of Warrant Shares resulting from such event and setting forth
   in reasonable detail the method of calculation and the facts upon which such
   calculation is based. Failure to give such notice to the Warrantholder or any
   defect therein shall not affect the legality or validity of the subject
   adjustment.  

   
   Section 13. Identity of Transfer Agent. The Transfer Agent for the
   Common Stock is Wells Fargo Shareowner Services. Upon the appointment of any
   subsequent transfer agent for the Common Stock or other shares of the
   Corporation's capital stock issuable upon the exercise of the rights of
   purchase represented by the Warrant, the Corporation will mail to the
   Warrantholder a statement setting forth the name and address of such transfer
   agent.  

   
   Section 14. Notices. Any notice pursuant hereto to be given or made by
   the Warrantholder to or on the Corporation shall be sufficiently given or
   made if sent by certified mail, return receipt requested, postage prepaid,
   addressed as follows:  

   Platinum Research Organization, Inc.

     1917 West 4th Avenue, Suite 421

     Vancouver, BC V6J 1M7

     Phone: 604-689-4088

     Fax #: 604-689-4087

    
   
   or such other address as the Corporation may specify in writing by notice
   to the Warrantholder complying as to delivery with the terms of this Section
   14.  

   Any notice pursuant hereto to be given or made by the Corporation to or on
   the Warrantholder shall be sufficiently given or made if personally delivered
   or if sent by an internationally recognized courier services by overnight
   service, to the address set forth on the books of the Corporation or, as to
   each of the Corporation and the Warrantholder, at such other address as shall
   be designated by such party by written notice to the other party complying as
   to delivery with the terms of this Section 14. All such notices, requests,
   demands, directions and other communications shall, when sent by courier be
   effective one (1) day after delivery to such courier as provided and
   addressed as aforesaid.  

  

 




 


                                                                                                                                                                                                                                                                                                                                                                                                                          
8

  



 
  
  
    Section 15. Registration Rights. The initial holder of this Warrant
    is entitled to the benefit of certain registration rights in respect of the
    Warrant Share as provided in the Registration Rights Agreement, and any
    subsequent holder hereof may be entitled to such rights.  

    
    Section 16. Successors. All the covenants and provisions hereof by or
    for the benefit of the Warrantholder shall bind and inure to the benefit of
    its respective successors and assigns hereunder.  

    
    Section 17. Governing Law. This Warrant shall be deemed to be a
    contract made under the laws of the State of New York, without giving effect
    to its conflict of law principles, and for all purposes shall be construed
    in accordance with the laws of said State; provided, however, that, insofar
    as the Corporation is incorporated under the laws of the State of Delaware,
    the General Corporation Law of the State of Delaware (or any successor
    statute) shall govern those matters that apply to the internal governance of
    the Corporation.  

    
    Section 18. Cashless Exercise.
     

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


    X = Y (A - B) 

      A

     
    
    where:

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

      "Y" = the total number of shares of Common Stock covered by this
      Warrant which the Warrantholder has surrendered at such time for cash-less
      exercise  

      "A" = the "Fair Market Value" of one share of Common Stock as at the
      time the net issue election is made  

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

     
    
    
   

    Section 19. Call Provision. Notwithstanding any other provision
    contained herein to the contrary, in the event that the closing bid price of
    a share of Common Stock as traded on Nasdaq (or such other exchange or
    quotation system as the Common Stock may then be listed) exceeds 150% of the
    Warrant Price for twenty (20) consecutive trading sessions and all of the
    Warrant Shares issuable hereunder are registered pursuant to an effective
    Registration Statement (as defined in the Registration Rights Agreement),
    the Corporation, upon ten (10) business days prior written notice (the
    "Notice Period"), following such twenty (20) day period, to the
    Warrantholder, may demand that the Warrantholder exercise its rights with
    regard to all Warrant Shares and the Warrantholder must exercise its rights
    prior to the expiration of the Notice Period or if such exercise is not made
    or if only a partial exercise is made, any and all rights to further
    exercise rights to acquire Warrant Shares hereunder shall cease upon the
    expiration of the Notice Period.  

    
    Section 20. Amendments and Waivers. This Warrant may be amended only
    by a writing signed by the Corporation and the Warrantholder.  

    IN WITNESS WHEREOF, Platinum Research Organization, Inc. has caused this
    Warrant to be duly executed, as of the day and year first above written.
     

  

  
 



 


                                                                                                                                                                                                                                                                                                                                                                                                                          
9

  



 
  
  
   
    PLATINUM RESEARCH ORGANIZATION, INC.

    

    

    
    

    
    By:   

    Cecelia Pineda, President  

   

  

  
 



 

 


                                                                                                                                                                                                                                                                                                                                                                                                                       
10

  



 
  
  EXHIBIT "B"

  

  
  REGISTRATION RIGHTS AGREEMENT

  
  

  
  REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated for
  reference as of October ____, 2006 by and among Platinum Research
  Organization, Inc., a Nevada corporation (the "Corporation"), and the
  Purchaser named on the signature pages hereto (the "Purchaser").

  
  
  WHEREAS:

  
  
  Pursuant to the Warrant Purchase Agreement (as defined below), the
  Purchaser has agreed to purchase a warrant (the "Warrant") to purchase
  2,500,000 shares of Platinum's Common Stock (the "Shares") at a
  purchase price of $0.24 per share relying, in part, on the Corporation
  granting the registration rights set forth in this Agreement.

  
  
  Now therefore in consideration of the premises and the mutual
  agreements and covenants herein contained, the parties hereto hereby covenant
  and agree as follows:

  
  

  
   1. DEFINITIONS.

  
  
  1.1 Certain Definitions. As used in this Agreement, the
  following terms shall have the following meanings:

  
  
  	"Affiliate" means any entity controlling, controlled by or under
   common control with a designated Person. For the purposes of this definition,
   "control" shall have the meaning specified as of the date of this Agreement
   for that word in Rule 405 promulgated by the SEC under the Securities Act
   of 1933.

   
   
	"Common Stock" means the common stock, par value $0.001 per share,
   of the Corporation.

   
   
	"Equity Security" shall mean any stock or similar security,
   including without limitation securities containing equity features and
   securities containing profit participation features, or any security
   convertible or exchangeable, with or without consideration, into or for any
   stock or similar security, or any security carrying any warrant or right to
   subscribe to or purchase any stock or similar security, or any such warrant
   or right.

   
   
	"Exchange Act" means the Securities Exchange Act of 1934,
   as amended, or any similar federal statute, and the rules and regulations of
   the SEC thereunder, all as the same shall be in effect from time to time.

   
   
	"Person" means any individual, corporation, partnership, joint
   venture, association, limited liability company, joint-stock company, trust,
   unincorporated organization or government or any agency or political
   subdivision thereof. 

   
   
	"Registrable Securities" shall mean the shares of underlying
   Common Stock issued with respect to the Warrant by way of a stock dividend or
   stock split or in connection with a combination of shares, recapitalization,
   merger, consolidation or other reorganization, until the earliest to occur of
   (a) the date on which such security has been effectively registered under the
   Securities Act and disposed of in accordance with a registration statement
   and (b) the date on which such security may be sold pursuant to Rule 144
   (without any volume limitations thereunder) or may be sold without compliance
   with such rule. 

   
   


 



                                                                                                                                                                                                                                                                                                                                                                                                                        
11

  



 
  	"Rule 144" means Rule 144 promulgated by the SEC under the
   Exchange Act, as such rule may be amended from time to time, or any successor
   rule thereto.

   
   
	"SEC" means the Securities and Exchange Commission of the United
   States of America or any successor to the rights and duties thereof. 

   
   
	"Shares" means the shares of Common Stock underlying the Warrant
   of the Corporation purchased by the Purchaser under the terms of the Warrant
   Purchase Agreement.

   
   
	"Warrant Purchase Agreement(s)" means the Warrant Purchase
   Agreement dated for reference as of October __, 2006 by and between the
   Corporation and each of the Purchaser.


  
  
  1.2 Incorporated Definitions. Capitalized terms used in this
  Agreement and not otherwise defined herein shall have the meanings set forth
  in the Warrant Purchase Agreement.  

  
  
  2. REGISTRATION.

  
  
  2.1 Initial Registration Statement. Promptly following the
  closing of the purchase and sale of the Warrant contemplated by the Warrant
  Purchase Agreement (the "Closing Date") (but no later than one hundred
  and twenty (120) days after the Closing Date), the Corporation shall use its
  reasonable best efforts to cause to be filed and declared effective as soon as
  reasonably practicable (but in no event later than the earlier of one hundred
  and eighty (180) days after the Closing Date or 30 days after the SEC issues a
  no review letter) a registration statement under the Securities Act of 1933
  and the rules promulgated thereunder (the "1933 Act"), covering the
  resale of the Registrable Securities in an amount equal to the number of
  shares of Common Stock underlying the Warrant issued to the Purchaser on the
  Closing Date plus the number of shares of Common Stock underlying the Penalty
  Warrant necessary to permit the exercise in full of the Penalty Warrants
  outstanding or issuable on the date of filing. At the time the Registration
  Statement is declared effective, the Registration Statement shall include all
  shares of Common Stock exercisable under all Penalty Warrants outstanding or
  issuable at such time, if any. Such Registration Statement also shall cover,
  to the extent allowable under the 1933 Act (including Rule 416), such
  indeterminate number of additional shares of Common Stock resulting from stock
  splits, stock dividends or similar transactions with respect to the
  Registrable Securities. No securities held by a third party shall be included
  in such Registration Statement without the consent of each Purchaser. The
  Registration Statement (and each amendment or supplement thereto, and each
  request for acceleration of effectiveness thereof) shall be provided in
  accordance with Section 3(c) hereof to the Purchaser and their counsel prior
  to its filing or other submission. If a Registration Statement covering the
  Registrable Securities is not filed with the SEC within one hundred and twenty
  (120) days of the Closing Date (the "Registration Date"), except as
  excused pursuant to Section 2(d) below, for each 30-day period (or pro rata
  for any portion thereof) following the Registration Date during which no
  Registration Statement is filed with respect to the Registrable Securities,
  the Corporation will issue Penalty Warrants as set forth in Section 8 below in
  respect of any Registrable Shares still held by each Purchaser; provided,
  however, that no Penalty Warrants shall be issuable to any Investor who no
  longer holds Registrable Securities at the time any Penalty Warrants are to be
  issued.

  

  2.2 Piggyback Registration.  

  
  
  	Except as set forth in Section 2.2(b),
  as, if and when the Corporation proposes to register any Common Stock under
  the Securities Act for sale to the public, on a form that   
  would also permit the registration of the Registrable Securities (other than
  registrations on Form S-8, or any successor form, or Form S-4, or any
  successor form) (an "Eligible Registration"), each such time it will
  give written notice to the holders of Registrable Securities (the "Holders")
  of its intention so to do. Upon the written request of a Holder received by
  the Corporation within 20 days after the giving of any such notice by the
  Corporation, to register such number of shares of Registrable Securities held
  by such Holder specified in such written request, the Corporation will cause
  the Registrable Securities as to which registration shall have been so
  requested to be included in the securities to be covered by the registration
  statement proposed to be filed by the Corporation with   


 




 


                                                                                                                                                                                                                                                                                                                                                                                                                        
12

  



 
  
   respect to such Eligible Registration,
  all to the extent requisite to permit the sale or other disposition by such
  Holder (in accordance with its written request) of such Registrable Securities
  so registered.
  
  

  

  	Notwithstanding the foregoing, an Eligible Registration may occur only
   during the one year period following the issuance of the Warrant to the
   Purchaser. No Eligible Registration shall occur except at the times allowed
   pursuant to this Section 2.1(b).


  
  
  2.3 Registration Statement Form. Registrations pursuant to Section
  2.1 and 2.2 shall be on such appropriate registration form of the SEC as shall
  be selected by the Corporation.

  
  
  2.4 Expenses. Except as otherwise provided in this Section
  2.4, all expenses incurred in connection with each registration pursuant to
  Section 2.1 and 2.2 hereof (excluding in each case underwriting discounts and
  commissions applicable to Registrable Securities), including, without
  limitation, in each case, all registration, filing and other fees of the
  securities exchange; all fees and expenses of complying with securities or
  blue sky laws; all word processing, duplicating and printing expenses,
  messenger, delivery and shipping expenses; fees and disbursements of the
  accountants and counsel for the Corporation including the expenses of any
  special audits or "cold comfort" letters or opinions required by or incident
  to such registrations; and any fees and disbursements of underwriters
  customarily paid by issuers or sellers of securities, but excluding
  underwriting discounts and commissions, if any, shall be borne by the
  Corporation. In all cases, the Holders shall pay the underwriting discounts
  and commissions applicable to the securities sold by the Holders.

  
  
  2.4 Effective Registration Statement. The Corporation shall use its
  best efforts to have each Registration Statement declared effective as soon as
  practicable. If (A) a Registration Statement covering Registrable Securities
  is not declared effective by the SEC within one hundred and eighty (180) days
  after the Closing Date, or thirty (30) days after receiving a no review status
  from the Securities and Exchange Commission, (B) after a Registration
  Statement has been declared effective by the SEC, sales cannot be made
  pursuant to such Registration Statement during the Registration Period (as
  defined in Section 3(a)) for any reason (including without limitation by
  reason of a stop order, or the Corporation's failure to update the
  Registration Statement), or (C) the Common Stock generally or the Registrable
  Securities specifically are not listed or included for quotation on the Nasdaq
  National Market System, the Nasdaq Small Cap Market, the American Stock
  Exchange or the OTC Bulletin Board during the Registration Period, then the
  Corporation will issue Penalty Warrants as set forth in Section 8 below in
  respect of any Registrable Shares still held by such Purchaser for any 30-day
  period or pro rata for any portion thereof following the date by which such a
  Registration Statement should have been effective as described in (A) or (B)
  or (C) above (the "Blackout Period"). The issuance of such Penalty
  Warrants shall be the Purchaser' exclusive remedy for such events. The
  Blackout Period shall terminate upon (x) the effectiveness of the applicable
  Registration Statement in the case of (A) and (B) above; (y) listing or
  inclusion of the Common Stock on the Nasdaq National Market System, the Nasdaq
  Small Cap Market, the American Stock Exchange or the OTC Bulletin Board in the
  case of (C) above; and (z) the earlier termination of the Registration Period
  (as defined in Section 3(b) below). The obligation of the Corporation to issue
  Penalty Warrants hereunder shall cease when a Purchaser no longer holds
  Registrable Securities.

  
  
  2.5 Selection of Underwriters. If a registration pursuant to Section
  2.1 or 2.2 hereof involves an underwritten offering, the underwriter or
  underwriters thereof shall be selected by the Corporation in its sole
  discretion.

  
  
  3. REGISTRATION PROCEDURES.

  
  
  3.1 Procedures. The Corporation will, subject to the
  limitations provided herein, as expeditiously as possible:    

  	use its best efforts to cause such
  Registration Statement to become effective and to remain continuously
  effective for a period that will terminate upon the earlier of (i) the date on
  which all Registrable   Securities, covered by such Registration
  Statement, as amended from time to time,  


 




 


                                                                                                                                                                                                                                                                                                                                                                                                                        
13

  



 
              
  have been sold, and (ii) the date on which all Registrable Securities may be
  sold pursuant to Rule 144(k) (the "Registration Period");
   

  	prepare and file with the SEC the requisite registration statement to
   effect such registration, and thereafter, use reasonable efforts to cause
   such registration statement to become effective; provided that before filing
   a registration statement or prospectus or any amendments or supplements
   thereto, including documents incorporated by reference, the Corporation will
   furnish to counsel to the Holders of the Registrable Securities covered by
   such registration statement and the managing underwriter or underwriters, if
   any, draft copies of all such documents proposed to be filed (other than
   exhibits, unless so requested) a reasonable time prior thereto, which
   documents will be subject to the reasonable review of such counsel and such
   Holders and underwriters, and will notify each Holder of the Registrable
   Securities of any stop order issued by the SEC in connection therewith and
   take all reasonable actions required to remove such stop order;

   
   
	prepare and file with the SEC such amendments and supplements to such
   registration statement and the prospectus used in connection therewith as may
   be necessary to keep such registration statement effective and to comply with
   the provisions of the Securities Act with respect to the disposition of all
   securities covered by such registration statement until such time as all of
   such securities have been disposed of in accordance with the intended methods
   of disposition by the seller or sellers thereof set forth in such
   registration statement; provided however that the Corporation may, at any
   time, delay the filing or suspend the effectiveness of any registration under
   this Agreement, or without suspending such effectiveness, instruct the
   Purchaser not to sell any Registrable Securities included in any such
   registration, (i) if the Corporation shall have determined upon the advice of
   counsel that the Corporation would be required to disclose any actions taken
   or proposed to be taken by the Corporation in good faith and for valid
   business reasons, including without limitation, the acquisition or
   divestiture of assets, which disclosure would have a material adverse effect
   on the Corporation or on such actions, or (ii) if required by law, to update
   the prospectus relating to any such registration to include updated financial
   statements (a "Suspension Period") by providing the Purchaser with
   written notice of such Suspension Period and the reasons therefore; provided,
   however, that the Corporation will not be required to disclose such reasons
   with particularity if an authorized executive officer of the Corporation
   certifies that the Corporation believes it is required by law to delay the
   filing or suspend the effectiveness of any such registration. In addition,
   the Corporation shall not be required to keep any registration effective, or
   may without suspending such effectiveness, instruct the Purchaser if it has
   Registrable Securities included in such registration not to sell such
   securities, during any period which the Corporation is instructed, directed,
   ordered or otherwise requested by any governmental agency or self-regulatory
   organization to stop or suspend such trading or sales ("Supplemental
   Extension Period"). In the event of a Suspension Period or Supplemental
   Extension Period, the period during which any registration under this
   Agreement is to remain effective pursuant to this Section 3.1(b) shall be
   tolled until the end of any such Suspension Period or Supplemental Extension
   Period. The Corporation will restrict any Suspension Period or Supplemental
   Extension Period to less than 30 days;

   
   
	furnish to the Purchaser such number of conformed copies of such
   registration statement and of each such amendment and supplement thereto (in
   each case including all exhibits), such number of copies of the prospectus
   contained in such registration statement (including each preliminary
   prospectus and any summary prospectus) and any other prospectus filed under
   Rule 424 under the Securities Act, and such other documents, as the Purchaser
   may reasonably request;
	use its reasonable efforts to register or qualify all Registrable
   Securities and other securities covered by such registration statement under
   such other securities or blue sky laws of such jurisdictions as each seller
   thereof shall reasonably request and to keep such registration or
   qualification in effect for so long as such registration statement remains in
   effect, and take any other action which may be reasonably necessary or
   advisable to enable such seller to consummate the disposition in such
   jurisdictions of the securities owned by such seller, except that the
   Corporation shall not for any such purpose be required to qualify generally
   to do business as a 

   
   


  
   

 



 


                                                                                                                                                                                                                                                                                                                                                                                                                       
14

  


      


 
  
  foreign corporation in any jurisdiction
  wherein it would not but for the requirements of this Section 3.1(d) be
  obligated to be so qualified or to consent to general service of process in
  any such jurisdiction.

  

  	use its reasonable efforts to cause all Registrable Securities covered by
   such registration statement to be registered with or approved by such other
   United States Federal or state governmental agencies or authorities as may be
   necessary to enable the Purchaser to consummate the disposition of such
   Registrable Securities;

   
   
	notify in writing the Purchaser, if Registrable Securities are covered by
   such registration statement, at any time when a prospectus relating thereto
   is required to be delivered under the Securities Act, upon discovery that, or
   upon the happening of any event as a result of which the prospectus included
   in such registration statement, as then in effect, includes an untrue
   statement of a material fact or omits to state any material fact required to
   be stated therein or necessary to make the statements therein not misleading
   in the light of the circumstances under which they were made, and at the
   request of the Purchaser prepare and furnish to the Purchaser a reasonable
   number of copies of a supplement to or an amendment of such prospectus as may
   be necessary so that, as thereafter delivered to the Purchaser of such
   securities, such prospectus shall not include an untrue statement of a
   material fact or omit to state a material fact required to be stated therein
   or necessary to make the statements therein not misleading in the light of
   the circumstances under which they were made.

   
   
	otherwise use reasonable efforts to comply with all applicable rules and
   regulations of the SEC and make available to its security holders, as soon as
   reasonably practicable, an earnings statement covering the period of at least
   twelve months beginning with the first full calendar month after the
   effective date of such registration statement, which earnings statement shall
   satisfy the provisions of Section 11(a) of the Securities Act;

   
   
	provide and cause to be maintained a transfer agent for all Registrable
   Securities covered by such registration statement from and after a date not
   later than the effective date of such registration statement; and

   
   
	use its reasonable efforts to list all Registrable Securities covered by
   such registration statement on any securities exchange on which any of the
   Corporation's Common Stock is then listed.


  
  
  3.2 Information Requirements.
  It shall be a condition precedent to the obligations of the Corporation to
  take any action with respect to registering the Purchaser' Registrable Securities pursuant to this
  Section 3 that the Purchaser furnish the Corporation in writing such
  information regarding the Purchaser, the Registrable Securities and other
  securities of the Corporation held by the Purchaser, and the distribution of
  such securities as the Corporation may from time to time reasonably request in
  writing. If a Purchaser refuses to provide the Corporation with any of such
  information on the grounds that it is not necessary to include such
  information in the registration statement, the Corporation may exclude the
  Purchaser's Registrable Securities from the registration statement unless such
  Purchaser provides the Corporation with an opinion of counsel, which opinion
  and counsel shall be reasonably satisfactory to the Corporation and its
  counsel, to the effect that such information need not be included in the
  registration statement.

  
  
  The Purchaser agree by acquisition of such Registrable Securities that upon
  receipt of any notice from the Corporation of the happening of any event of
  the kind described in Section 3.1(j), the Purchaser will forthwith discontinue
  the Purchaser' disposition of Registrable Securities pursuant to the
  registration statement relating to such Registrable Securities until the
  Purchaser' receipt of the copies of the supplemented or amended prospectus
  contemplated by Section 3.1(j) and, if so directed by the Corporation, will
  deliver to the Corporation copies, other than permanent file copies then in
  the Purchaser' possession, of the current prospectus relating to such Registrable Securities at the time of receipt of such notice.

 





                                                                                                                                                                                                                                                                                                                                                                                                                        
15

  



 
  4. UNDERWRITTEN OFFERINGS.

  
  
  If requested by the underwriters for any underwritten offering of
  Registrable Securities pursuant to a registration under Section 2 hereof, the
  Corporation and Purchaser will enter into an underwriting agreement with such
  underwriters for such offering, such agreement to be satisfactory in substance
  and form to the Corporation and the underwriters and to contain such
  representations and warranties by the Corporation and the Purchaser and such
  other terms as are generally prevailing in agreements of this type, including,
  without limitation, indemnities to the effect and to the extent provided in
  Section 6 hereof.  

  
  
  5. PREPARATION; REASONABLE INVESTIGATION.

  
  
  In connection with the preparation and filing of each registration
  statement under the Securities Act in connection with an Eligible
  Registration, the Corporation will give the Purchaser and their respective
  agents and advisors and the underwriters, if any, the reasonable opportunity
  to participate in the preparation of such registration statement, each
  prospectus included therein or filed with the SEC, and each amendment thereof
  or supplement thereto, and will give each of them such access to its books and
  records and such opportunities to discuss the business of the Corporation with
  its officers and the independent public accountants who have certified its
  financial statements as shall be necessary, in the option of the Purchaser'
  counsel, to conduct a reasonable investigation within the meaning of the
  Securities Act. Subject to the rights and obligations of the Corporation under
  the Securities Act and other applicable laws, the Purchaser shall have the
  right to review and approve those portions of such registration statement that
  directly pertain to the Purchaser.

  
  
  6. INDEMNIFICATION

  
  
  
  6.1 Indemnification by the Corporation. In the event any
  Registrable Securities are included in a registration statement under this
  Agreement, to the extent permitted by law, the Corporation will, and hereby
  does, indemnify and hold harmless each Purchaser, its directors and officers,
  each other Person who participates as an underwriter in the offering or sale
  of such securities and each other Person, if any, who controls each Purchaser
  or any such underwriter within the meaning of the Securities Act, against any
  losses, claims, damages or liabilities, joint or several, to which each
  Purchaser or any such director or officer or underwriter or controlling person
  may become subject under the Securities Act or otherwise, insofar as such
  losses, claims, damages or liabilities (or actions or proceedings, whether
  commenced or threatened, in respect thereof) arise out of or are based upon
  any untrue statement or alleged untrue statement of any material fact
  contained in any registration statement under which such securities were
  registered under the Securities Act, any preliminary prospectus, final
  prospectus or summary prospectus contained therein, or any amendment or
  supplement thereto, or any omission or alleged omission to state therein a
  material fact required to be stated therein or necessary to make the
  statements therein not misleading, and the Corporation will reimburse the
  Purchaser and each such director, officer, underwriter and controlling person
  for any legal or any other expenses reasonably incurred by them in connection
  with investigating or defending any such loss, claim, liability, action or
  proceeding; provided that the Corporation shall not be liable in any such case
  to the extent that any such loss, claim, damage, liability (or action or
  proceeding in respect thereof) or expense arises out of or is based upon an
  untrue statement or alleged untrue statement or omission or alleged omission
  made in such registration statement, any such preliminary prospectus, final
  prospectus, summary prospectus, amendment or supplement in reliance upon and
  in conformity with information furnished to the Corporation by the Purchaser,
  and provided further that the Corporation shall not be liable to any Person
  who participates as an underwriter in the offering or sale of Registrable
  Securities or any other Person, if any, who controls such underwriter within
  the meaning of the Securities Act, in any such case to the extent that any
  such loss, claim, damage, liability (or action or proceeding in respect
  thereof) or expense arises out of such Person's failure to send or give a copy
  of the final prospectus, as the same may be then supplemented or amended to
  the Person asserting an untrue statement or alleged untrue statement or
  omission or alleged omission at or prior to the written confirmation of the
  sale of Registrable Securities to such Person if such statement or omission
  was corrected in such final prospectus and such delivery would have mitigated
  liability. Such indemnity shall remain in full force and effect regardless of
  any investigation made by or on behalf of the Purchaser or any  

 



                                                                                                                                                                                                                                                                                                                 16

  



 
  such director, officer, underwriter or controlling person and shall survive
  the transfer of such securities by such seller.

  
  
  6.2 Indemnification by the Purchaser. In the event any
  Registrable Securities are included in a registration statement under this
  Agreement, to the extent permitted by law, each Purchaser whose Registrable
  Securities are registered pursuant to such registration statement will, and
  hereby does indemnify and hold harmless (in the same manner and to the same
  extent as set forth in Section 6.1) each underwriter, each Person who controls
  such underwriter within the meaning of the Securities Act, the Corporation,
  each director of the Corporation, each officer of the Corporation and each
  other Person, if any, who controls the Corporation within the meaning of the
  Securities Act, with respect to any statement or alleged statement in or
  omission or alleged omission from such registration statement, any preliminary
  prospectus, final prospectus or summary prospectus contained therein, or any
  amendment or supplement thereto, if such statement or alleged statement or
  omission or alleged omission was made in reliance upon and in strict
  conformity with information furnished to the Corporation by the Purchaser
  expressly for use in the preparation of such registration statement,
  preliminary prospectus, final prospectus, summary prospectus, amendment or
  supplement; provided that the Purchaser shall not be liable to any Person who
  participates as an underwriter in the offering or sale of Registrable
  Securities or any other Person, if any, who controls such underwriter within
  the meaning of the Securities Act, in any such case to the extent that any
  such loss, claim, damage, liability (or action or proceeding in respect
  thereof) or expense arises out of such Person's failure to send or give a copy
  of the final prospectus, as the same may be then supplemented or amended, to
  the Person asserting an untrue statement or alleged untrue statement or
  omission or alleged omission at or prior to the written confirmation of the
  sale of Registrable Securities to such Person if such statement or omission
  was corrected in such final prospectus. Such indemnity shall remain in full
  force and effect regardless of any investigation made by or on behalf of any
  underwriter, the Corporation or any such director, officer or controlling
  Person and shall survive the transfer of such securities by such seller.

  
  
  6.3 Notices of Claims, etc. Promptly after receipt by
  an indemnified party of notice of the commencement of any action or proceeding
  involving a claim referred to in Sections 6.1 and 6.2, such indemnified party
  will, if a claim in respect thereof is to be made against an indemnifying
  party, give written notice to the latter of the commencement of such action;
  provided that the failure of any indemnified party to give notice as provided
  herein shall not relieve the indemnifying party of its obligations under the
  preceding subdivisions of this Section 6, except to the extent that the
  indemnifying party is actually prejudiced by such failure to give notice. In
  case any such action is brought against an indemnified party, unless in such
  indemnified party's reasonable judgment a conflict of interest between such
  indemnified and indemnifying parties may exist in respect of such claim, the
  indemnifying party shall be entitled to participate in and to assume the
  defense thereof, jointly with any other indemnifying party similarly notified
  to the extent that it may wish, with counsel reasonably satisfactory to such
  indemnified party, and after notice from the indemnifying party to such
  indemnified party of its election so to assume the defense thereof, the
  indemnifying party shall not be liable to such indemnified party for any legal
  or other expenses subsequently incurred by the latter in connection with the
  defense thereof other than reasonable costs of investigation. No indemnifying
  party shall, without the consent of the indemnified party, consent to entry of
  any judgment or enter into any settlement, which does not include as an
  unconditional term thereof the giving by the claimant or plaintiff to such
  indemnified party of a release from all liability in respect to such claim or
  litigation. No indemnified party shall consent to entry of any judgment or
  enter into any settlement without the consent of the indemnifying party.

  6.4 Other Indemnification. Indemnification similar to that
  specified in the preceding subdivisions of this Section 6 (with appropriate
  modifications) shall be given by the Corporation and the Purchaser with
  respect to any required registration or other qualification of securities
  under any Federal or state law or regulation of any governmental authority
  other than the Securities Act.

  6.5 Indemnification Payments. The indemnification required by
  this Section 6 shall be made by periodic payments of the amount thereof during
  the course of the investigation or defense, as and when bills are received or
  expense, loss, damage or liability is incurred.

 



  


                                                                                                                                                                                                                                                                                                                                                                                                                        
17




 
  6.6 Contribution. If the indemnification provided for
  in this Section 6 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 loss, claims, damages,
  liabilities or expenses in such proportion as is appropriate to reflect the
  relative fault of the indemnifying party and indemnified parties in connection
  with the actions which resulted in such losses, claims, damages, liabilities
  or expenses, as well as any other relevant equitable considerations. The
  relative fault of such indemnifying party and indemnified parties shall be
  determined by reference to, among other things, whether any action in
  question, including any untrue statement of 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 limitations set forth in
  Section 6.3 hereof, any legal or other fees or expenses reasonably incurred by
  such party in connection with any investigation or proceeding.

  
  
  The parties hereto agree that it would not be just and equitable if
  contribution pursuant to this Section 6.6 were determined by pro rata
  allocation or by any other method of allocation which does not take account of
  the equitable considerations referred to in the immediately preceding
  paragraph. Notwithstanding the provisions of this Section 6.6 no underwriter
  shall be required to contribute any amount in excess of the amount by which
  the total price at which the Registrable Securities underwritten by it and
  distributed to the public were offered to the public exceeds the amount of any
  damages which such underwriter has otherwise been required to pay by reason of
  such untrue or alleged untrue statement or omission or alleged omission. 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.

  
  
  If indemnification is available under this Section 6, the indemnifying
  parties shall indemnify each indemnified party to the full extent provided in
  Section 6.1 through Section 6.5 hereof without regard to the relative fault of
  said indemnifying party or indemnified party or any other equitable
  consideration provided for in this Section 6.6.

  
  
  7. REPORTING REQUIREMENTS UNDER EXCHANGE ACT.

  
  
  If and when the Corporation registers the Common Stock under the Exchange
  Act, thereafter the Corporation shall use its reasonable efforts to keep
  effective the registration of its Common Stock under Section 12 of the
  Exchange Act and shall timely file such information, documents and reports as
  the SEC may require or prescribe under Section 13 of the Exchange Act. The
  Corporation shall timely file such information, documents and reports which a
  corporation, partnership or other entity subject to Section 13 or 15(d)
  (whichever is applicable) of the Exchange Act is required to file.

  
  
  If the Corporation is subject to the reporting requirements of either
  Section 13 or 15(d) of the Exchange Act, the Corporation shall forthwith upon
  request furnish the Purchaser (i) a written statement by the Corporation that
  it has complied with such reporting requirements, (ii) a copy of the most
  recent annual or quarterly report of the Corporation, and (iii) such other
  reports and documents filed by the Corporation with the SEC as the Purchaser
  may reasonably request in availing itself of an exemption for the sale of
  Registrable Securities without registration under the Securities Act. The
  Corporation acknowledges and agrees that the purpose of the requirements
  contained in this Section 7 are to enable the Purchaser to comply with the
  current public information requirement contained in Paragraph (c) of Rule 144
  under the Securities Act should the Purchaser ever wish to dispose of any of
  the Securities of the Corporation acquired by it without registration under
  the Securities Act in reliance upon Rule 144 (or any other similar exemptive
  provision). In addition, the Corporation shall take such other measures and
  file such other information, documents and reports, as shall hereafter be
  required by the SEC as a condition to the availability of Rule 144 under the
  Securities Act (or any similar exemptive provision hereafter in effect).

 




 


                                                                                                                                                                                                                                                                                                                                                                                                                        
18

  



 
  8. FAILURE TO EFFECT REGISTRATION.

  If the Corporation shall fail to file the Registration Statement with
  respect to the Registrable Shares within the time period described in Section
  2.1 or obtain or maintain the effectiveness thereof or maintain the listing of
  the Common Stock (as described in Section 2.2) within the time periods
  described in Section 2.4, then, with respect to each 30-day period (or pro
  rata for any portion thereof) after such date for which such Registration
  Statement contemplated thereby shall not have been filed or made effective,
  the Corporation will issue to each Purchaser warrants to purchase Common Stock
  equal to two percent (2%) of the number of Registrable Shares owned by such
  Purchaser (the "Penalty Warrants"), such warrants having the terms and
  conditions substantially as set forth in the Form of Warrant attached hereto
  as Exhibit A. The Corporation shall issue and deliver to the Purchaser any
  Penalty Warrants within 10 days after the end of each such 30-day period (or
  portion thereof).

  
  
  9. STOCKHOLDER INFORMATION.

  
  
  The Corporation may require the Purchaser to furnish the Corporation such
  information in writing with respect to the Purchaser and the distribution of
  its Registrable Securities as the Corporation may from time to time reasonably
  request in writing and as shall be required by law or by the SEC in connection
  therewith.

  
  
  10. FORMS.

  All references in this Agreement to particular forms of registration
  statements are intended to include, and shall be deemed to include, references
  to all successor forms which are intended to replace, or to apply to similar
  transactions as, the forms herein referenced.

  
  
  11. TRANSFER OF REGISTRATION RIGHTS.


  The registration rights granted to the Purchaser under this Agreement may
  not be transferred without the prior written consent of the Corporation, which
  may be withheld or granted in the Corporation's sole discretion.

  12. AMENDMENT.

  This Agreement may be amended only by a written agreement signed by the
  Corporation and the Purchaser.

  13. NOTICES.

  All notices, requests, consents and other communications required or
  permitted hereunder shall be in writing and shall be delivered, or mailed
  first-class postage prepaid, registered or certified mail,

  	If to a Purchaser at its respective address as shown on the books of the
   Corporation, or at such other address as such Purchaser may specify by
   written notice to the Corporation, or

   
   
	If to the Corporation at 711 South Carson City, Suite 4, Carson City,
   Nevada 89701, Attention: Damon Poole, President; or at such other address as
   the Corporation may specify by written notice to the Purchaser,


  and such notices and other communications shall for all purposes of this
  Agreement be treated as being effective or having been given if delivered
  personally, or, if sent by mail, when received.

  14. COUNTERPARTS.

  This Agreement may be executed concurrently in two or more counterparts,
  each of which shall be deemed an original, but all of which together shall
  constitute one and the same instrument.

   

 



                                                                                                                                                                                                                                                                                                                                                                                                                        
19

  




 
  15. CHOICE OF LAW.

  
  
  THIS AGREEMENT AND THE VALIDITY AND ENFORCEABILITY HEREOF SHALL BE GOVERNED
  BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
  DELAWARE WITHOUT GIVING EFFECT TO CONFLICT OF LAWS RULES OR CHOICE OF LAWS
  RULES THEREOF. Each party agrees that all legal proceedings concerning the
  interpretations, enforcement and defense of the transactions contemplated by
  this Agreement (whether brought against a party hereto or its respective
  affiliates, directors, officers, shareholders, employees or agents) shall be
  commenced in the state and federal courts sitting in the City of New York,
  Borough of Manhattan (the "New York Courts"). Each party hereto hereby
  irrevocably submits to the exclusive jurisdiction of the New York Courts for
  the adjudication of any dispute hereunder or in connection herewith or with
  any transaction contemplated hereby or discussed herein (including with
  respect to the enforcement of any term the Agreement), and hereby irrevocably
  waives, and agrees not to assert in any suit, action or proceeding, any claim
  that it is not personally subject to the jurisdiction of any such court, or
  such New York Courts are improper or inconvenient venue for such proceeding.

   16. SEVERABILITY.

  
  
  Should any one or more of the provisions of this Agreement or any agreement
  entered into pursuant to this Agreement be determined to be illegal or
  unenforceable, all other provisions of this Agreement and of each other
  agreement entered into pursuant to this Agreement, shall be given effect
  separately from the provision or provisions determined to be illegal or
  unenforceable and shall not be affected thereby.

  
   

  
  
  CONTINUED ON NEXT PAGE...

 



  
 


                                                                                                                                                                                                                                                                                                                                                                                                                       
20

  



 
  16. WHOLE AGREEMENT.

  
  
  This Agreement constitutes the complete agreement and understanding by and
  among the parties hereto and shall supersede any prior understanding,
  agreement or representation by or among the parties, whether written or oral,
  related to the subject matter hereof.

  
  

  
  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
  executed by their duly authorized representatives effective the day and year
  first above written.

  
  PLATINUM RESEARCH ORGANIZATION, INC.

  

  

  
  

  
  By:   

  Cecelia Pineda, President  

  
   

   

  
  
  PURCHASER:

  
   

  
   
   	Stabilham Business Services	 	Hypo Alpe-Adria-Bank (Liechenstein)
     AG
	 

 
     __________________________________
	 	

     

     

     __________________________________
	

     By: Engelbert Schreiber, Jr.

     _______________________________	 	

     By: Philippe Mast, Deputy Manager

     _______________________________
	Print Name & Title	 	Print Name & Title
	 	 	 
	Epsom Investment Services,
     NV	 	
     JTE Finance AG
	 

 
     __________________________________
	 	

     

     

     __________________________________
	

     By: David Craven

     _______________________________	 	

     By: Joe Eberbard

     _______________________________
	Print Name & Title	 	Print Name & Title
	 	 	 
	Jadry Financial Corp, Inc.	 	Bank Sal. Oppenheim Jr. & CIE
	 

     __________________________________
	 	 

     __________________________________

	

     By: Axel Fundulus

     _______________________________	 	

     By: R. Grelat/U. Fricker

     _______________________________
	Print Name & Title	 	Print Name & Title
	 	 	 


   
  

 



                                                                                                                                                                                                                                                                                                                                                                                                                       
21




 
  
  
   
   	INVESTA CORPORATION	 	 
	 

     __________________________________
	 	 
	

     By: 

     _______________________________	 	 
	Print Name & Title	 	 
	 	 	 


   
  

 



 

 


                                                                                                                                                                                                                                                                                                                                                                                                                       
22

  



 
  
  PLAN OF DISTRIBUTION

  
  The Selling Stockholders and any of their pledgees, assignees and
  successors-in-interest may, from time to time, sell any or all of their shares
  of Common Stock on any stock exchange, market or trading facility on which the
  shares are traded or in private transactions. These sales may be at fixed or
  negotiated prices. The Selling Stockholders may use any one or more of the
  following methods when selling shares:

  	ordinary brokerage transactions and transactions in which the
   broker-dealer solicits Purchaser;
	block trades in which the broker-dealer will attempt to sell the shares
   as agent but may position and resell a portion of the block as principal to
   facilitate the transaction;
	purchases by a broker-dealer as principal and resale by the broker-dealer
   for its account;  
	an exchange distribution in accordance with the rules of the applicable
   exchange;
	privately negotiated transactions;
	settlement of short sales;
	broker-dealers may agree with the Selling Stockholders to sell a
   specified number of such shares at a stipulated price per share;
	a combination of any such methods of sale; and
	any other method permitted pursuant to applicable law.


  The Selling Stockholders may also sell shares under Rule 144 under the
  Securities Act, if available, rather than under this prospectus.

  Broker-dealers engaged by the Selling Stockholders may arrange for other
  brokers-dealers to participate in sales. Broker-dealers may receive
  commissions or discounts from the Selling Stockholders (or, if any
  broker-dealer acts as agent for the purchaser of shares, from the purchaser)
  in amounts to be negotiated. The Selling Stockholders do not expect these
  commissions and discounts to exceed what is customary in the types of
  transactions involved.

  The Selling Stockholders may from time to time pledge or grant a security
  interest in some or all of the shares of common stock owned by them and, if
  they default in the performance of their secured obligations, the pledgees or
  secured parties may offer and sell the shares of common stock from time to
  time under this prospectus, or under an amendment to this prospectus under
  Rule 424(b)(3) or other applicable provision of the Securities Act of 1933
  amending the list of Selling Stockholders to include the pledgee, transferee
  or other successors in interest as Selling Stockholders under this prospectus.

  The Selling Stockholders and any broker-dealers or agents that are involved
  in selling the shares may be deemed to be "underwriters" within the meaning of
  the Securities Act in connection with such sales. In such event, any
  commissions received by such broker-dealers or agents and any profit on the
  resale of the shares purchased by them may be deemed to be underwriting
  commissions or discounts under the Securities Act. The Selling Stockholders
  have informed the Corporation that it does not have any agreement or
  understanding, directly or indirectly, with any person to distribute the
  Common Stock.

  The Corporation is required to pay all fees and expenses incident to the
  registration of the shares. The Corporation has agreed to indemnify the
  Selling Stockholders against certain losses, claims, damages and liabilities,
  including liabilities under the Securities Act.

 




 


                                                                                                                                                                                                                                                                                                                                                                                                                       
23




 



 
  EXHIBIT A  

  THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
  AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED,
  ASSIGNED, PLEDGED, OFFERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
  EFFECTIVE REGISTRATION STATEMENT UNDER THE APPLICABLE SECURITIES LAWS OR AN
  OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION STATING THAT SUCH
  REGISTRATION IS NOT REQUIRED.  

  SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BECOME
  VOID AFTER 5:00 P.M. EASTERN TIME ON OCTOBER ___, 2009 ("EXPIRATION DATE").
  
  

  PLATINUM RESEARCH ORGANIZATION, INC.
   

  WARRANT TO PURCHASE ______ SHARES OF
   

  COMMON STOCK, $0.001 PAR VALUE PER SHARE ("COMMON STOCK")
  
  

  
  

  
  Series One

  Warrant Certificate No. W 2006-10-0000
   

  
  Number of Warrants: _____________                                                                                                                                                           
  Holder: ____________________

  
  Expiration Date: October ____, 2009                                                                                                                                                               
  Address: ___________________

   ___________________

                   
                  
                 
                
               
              
             
            
           
          
         
        
       
      
     
    
   
  
                                                                                                                                                                                                                                                  
  ___________________

  Exercise Price Per Share: US $ 0.24
   

  For identification only. The governing terms of this Warrant are set forth
  below.

  
  _______________________________________________________________________________________________________________________________________________________----

  
  

  

  
   

  
  For VALUE RECEIVED, _____________________ ("Warrantholder"), is
  entitled to purchase, subject to the provisions of this Warrant, from Platinum
  Research Organization, Inc., a Delaware corporation ("Corporation"), at
  any time not later than 5:00 P.M., Eastern time, on October ___, 2009 (the "Expiration
  Date"), at an exercise price per share equal to $0.24 (the exercise price
  in effect being herein called the "Warrant Price"), _________ shares ("Warrant
  Shares") of Common Stock. The number of Warrant Shares purchasable upon
  exercise of this Warrant and the Warrant Price shall be subject to adjustment
  from time to time as described herein.  

  
  Section 1. Registration. The Corporation shall maintain books for the
  transfer and registration of the Warrant. Upon the initial issuance of the
  Warrant, the Corporation shall issue and register the Warrant in the name of
  the Warrantholder.  

  
  Section 2. Transfers. As provided herein, this Warrant may be
  transferred only pursuant to a registration statement filed under the
  Securities Act of 1933, as amended ("Securities Act") or an exemption
  from such registration. Subject to such restrictions, the Corporation shall
  transfer this Warrant from time to time upon the books to be maintained by the
  Corporation for that purpose, upon surrender thereof for transfer properly
  endorsed or accompanied by appropriate instructions for transfer and such
  other documents as may be reasonably required by the Corporation to establish
  that such transfer is being made in accordance with the terms hereof, and a
  new Warrant shall be issued to the transferee and the surrendered Warrant
  shall be canceled by the Corporation.  

 




 


                                                                                                                                                                                                                                                                                                                                                                                                                        
24

  



 
  
  Section 3. Exercise of Warrant. Subject to the provisions hereof, the
  Warrantholder may exercise this Warrant in whole or in part at any time upon
  surrender of the Warrant, together with delivery of the duly executed Warrant
  exercise form attached hereto as Appendix A (the "Exercise Agreement") and
  payment by cash, certified check or wire transfer of funds (or by cashless
  exercise as provided below) for the Warrant Price for that number of Warrant
  Shares then being purchased, to the Corporation during normal business hours
  on any business day at the Corporation's principal executive offices (or such
  other office or agency of the Corporation as it may designate by notice to the
  holder hereof). The Warrant Shares so purchased shall be deemed to be issued
  to the holder hereof or such holder's designee, as the record owner of such
  shares, as of the close of business on the date on which this Warrant shall
  have been surrendered (or evidence of loss, theft or destruction thereof and
  security or indemnity satisfactory to the Corporation shall have been provided
  to the Corporation), the Warrant Price shall have been paid and the completed
  Exercise Agreement shall have been delivered. Certificates for the Warrant
  Shares so purchased, representing the aggregate number of shares specified in
  the Exercise Agreement, shall be delivered to the holder hereof within a
  reasonable time, not exceeding seven (7) business days, after this Warrant
  shall have been so exercised. The certificates so delivered shall be in such
  denominations as may be requested by the holder hereof and shall be registered
  in the name of such holder or such other name as shall be designated by such
  holder. If this Warrant shall have been exercised only in part, then, unless
  this Warrant has expired, the Corporation shall, at its expense, at the time
  of delivery of such certificates, deliver to the holder a new Warrant
  representing the number of shares with respect to which this Warrant shall not
  then have been exercised.  

  Each exercise hereof shall constitute the representation and warranty of
  the Warrantholder to the Corporation that the representations and warranties
  contained in Article 5 of the Purchase Agreement (as defined below) are true
  and correct in all material respects with respect to the Warrantholder as of
  the time of such exercise.  

  
  Section 4. Compliance with the Securities Act of 1933. The Corporation
  may cause the legend set forth on the first page of this Warrant to be set
  forth on each Warrant or similar legend on any security issued or issuable
  upon exercise of this Warrant, unless counsel for the Corporation is of the
  opinion as to any such security that such legend is unnecessary.  

  
  Section 5. Payment of Taxes. The Corporation will pay any documentary
  stamp taxes attributable to the initial issuance of Warrant Shares issuable
  upon the exercise of the Warrant; provided, however, that the Corporation
  shall not be required to pay any tax or taxes which may be payable in respect
  of any transfer involved in the issuance or delivery of any certificates for
  Warrant Shares in a name other than that of the registered holder of this
  Warrant, and in such case, the Corporation shall not be required to issue or
  deliver any certificate for Warrant Shares or any Warrant until the person
  requesting the same has paid to the Corporation the amount of such tax or has
  established to the Corporation's reasonable satisfaction that such tax has
  been paid. The holder shall be responsible for income taxes due under federal,
  state or other law, if any such tax is due.  

  
  Section 6. Mutilated or Missing Warrants. In case this Warrant shall be
  mutilated, lost, stolen, or destroyed, the Corporation shall issue in exchange
  and substitution of and upon cancellation of the mutilated Warrant, or in lieu
  of and substitution for the Warrant lost, stolen or destroyed, a new Warrant
  of like tenor and for the purchase of a like number of Warrant Shares, but
  only upon receipt of evidence reasonably satisfactory to the Corporation of
  such loss, theft or destruction of the Warrant, and with respect to a lost,
  stolen or destroyed Warrant, reasonable indemnity or bond with respect
  thereto, if requested by the Corporation.  

  
  Section 7. Reservation of Common Stock. The Corporation hereby
  represents and warrants that there have been reserved, and the Corporation
  shall at all applicable times keep reserved until issued (if necessary) as
  contemplated by this Section 7, out of the authorized and unissued Common
  Stock, sufficient shares to provide for the exercise of the rights of purchase
  represented by the Warrant. The Corporation agrees that all Warrant Shares
  issued upon exercise of the Warrant shall be, at the time of delivery of the
  certificates for such Warrant Shares, duly authorized, validly issued, fully
  paid and non-assessable shares of Common Stock of the Corporation.  

 




 


                                                                                                                                                                                                                                                                                                                                                                                                                        
25

  



 
  
  Section 8. Adjustments. Subject and pursuant to the provisions of this
  Section 8, the Warrant Price and number of Warrant Shares subject to this
  Warrant shall be subject to adjustment from time to time as set forth
  hereinafter.  

  	If the Corporation shall at any time or from time to time while the
   Warrant is outstanding, pay a dividend or make a distribution on its Common
   Stock in shares of Common Stock, subdivide its outstanding shares of Common
   Stock into a greater number of shares or combine its outstanding shares of
   Common Stock into a smaller number of shares or issue by reclassification of
   its outstanding shares of Common Stock any shares of its capital stock
   (including any such reclassification in connection with a consolidation or
   merger in which the Corporation is the continuing corporation), then the
   number of Warrant Shares purchasable upon exercise of the Warrant and the
   Warrant Price in effect immediately prior to the date upon which such change
   shall become effective, shall be adjusted by the Corporation so that the
   Warrantholder thereafter exercising the Warrant shall be entitled to receive
   the number of shares of Common Stock or other capital stock which the
   Warrantholder would have received if the Warrant had been exercised
   immediately prior to such event upon payment of a Warrant Price that has been
   adjusted to reflect a fair allocation of the economics of such event to the
   Warrantholder. Such adjustments shall be made successively whenever any event
   listed above shall occur.  
	If any capital reorganization, reclassification of the capital stock of
   the Corporation, consolidation or merger of the Corporation with another
   corporation in which the Corporation is not the survivor, or sale, transfer
   or other disposition of all or substantially all of the Corporation's assets
   to another corporation shall be effected, then, as a condition of such
   reorganization, reclassification, consolidation, merger, sale, transfer or
   other disposition, lawful and adequate provision shall be made whereby each
   Warrantholder shall thereafter have the right to purchase and receive upon
   the basis and upon the terms and conditions herein specified and in lieu of
   the Warrant Shares immediately theretofore issuable upon exercise of the
   Warrant, such shares of stock, securities or assets as would have been
   issuable or payable with respect to or in exchange for a number of Warrant
   Shares equal to the number of Warrant Shares immediately theretofore issuable
   upon exercise of the Warrant, had such reorganization, reclassification,
   consolidation, merger, sale, transfer or other disposition not taken place,
   and in any such case appropriate provision shall be made with respect to the
   rights and interests of each Warrantholder to the end that the provisions
   hereof (including, without limitation, provision for adjustment of the
   Warrant Price) shall thereafter be applicable, as nearly equivalent as may be
   practicable in relation to any shares of stock, securities or properties
   thereafter deliverable upon the exercise thereof. The Corporation shall not
   effect any such consolidation, merger, sale, transfer or other disposition
   unless prior to or simultaneously with the consummation thereof the successor
   corporation (if other than the Corporation) resulting from such consolidation
   or merger, or the corporation purchasing or otherwise acquiring such assets
   or other appropriate corporation or entity shall assume the obligation to
   deliver to the holder of the Warrant such shares of stock, securities or
   assets as, in accordance with the foregoing provisions, such holder may be
   entitled to purchase, and the other obligations under this Warrant. The
   provisions of this paragraph (b) shall similarly apply to successive
   reorganizations, reclassifications, consolidations, mergers, sales, transfers
   or other dispositions.  


  
  In case the Corporation shall fix a payment date for the making of a
  distribution to all holders of Common Stock (including any such distribution
  made in connection with a consolidation or merger in which the Corporation is
  the continuing corporation) on evidences of indebtedness or assets (other than
  cash dividends or cash distributions payable out of consolidated earnings or
  earned surplus or dividends or distributions referred to in Section 8(a)), or
  subscription rights or warrants, the Warrant Price to be in effect after such
  payment date shall be determined by multiplying the Warrant Price in effect
  immediately prior to such payment date by a fraction, the numerator of which
  shall be the total number of shares of Common Stock outstanding multiplied by
  the Market Price per share of Common Stock (as defined below), less the fair
  market value (as determined by the Corporation's Board of Directors in good
  faith) of said assets or evidences of indebtedness so distributed, or of such
  subscription rights or warrants, and the denominator of which shall be the
  total number of shares of Common Stock outstanding multiplied by such Market
  Price per share of Common Stock. "Market Price" as of a particular date (the
  "Valuation Date") shall mean the following: (a) if the Common Stock is then
  listed on a national stock exchange, the closing sale price of one  

  

 




 


                                                                                                                                                                                                                                                                                                                                                                                                                        
26

  



 
  
  share of Common Stock on such exchange on the last trading day prior to the
  Valuation Date; (b) if the Common Stock is then quoted on the Nasdaq National
  Market or Nasdaq SmallCap Market ("Nasdaq"), the closing sale price of one
  share of Common Stock on Nasdaq on the last trading day prior to the Valuation
  Date or, if no such closing sale price is available, the average of the high
  bid and the low sales price quoted on Nasdaq on the last trading day prior to
  the Valuation Date; or (c) if the Common Stock is not then listed on a
  national stock exchange or quoted on Nasdaq and if prices for the Common Stock
  are then quoted on the OTC Bulletin Board, the volume weighted average price
  of the Common Stock for such date (or the nearest preceding date) on the OTC
  Bulletin Board; or (d) if the Common Stock is not then listed on a national
  stock exchange or quoted on Nasdaq or the OTC Bulletin Board, the fair market
  value of one share of Common Stock as of the Valuation Date, which shall be
  determined in good faith by the Board of Directors of the Corporation and the
  Warrantholder. The Board of Directors of the Corporation shall respond
  promptly, in writing, to an inquiry by the Warrantholder prior to the exercise
  hereunder as to the Market Value of a share of Common Stock as determined by
  the Board of Directors of the Corporation. In the event that the Board of
  Directors of the Corporation and the Warrantholder are unable to agree upon
  the fair market value in respect of subpart (c) hereof, the Corporation and
  the Warrantholder shall jointly select an appraisor, who is experienced in
  such matters. The decision of such appraiser shall be final and conclusive,
  and the cost of such appraiser shall be borne evenly by the Corporation and
  the Warrantholder. Such adjustment shall be made successively whenever such a
  payment date is fixed.  

  

  	For the term of this Warrant, in addition to the provisions contained
   above, the Warrant Price shall be subject to adjustment as provided below. An
   adjustment to the Warrant Price shall become effective immediately after the
   payment date in the case of each dividend or distribution and immediately
   after the effective date of each other event which requires an adjustment.
   
   
	In the event that, as a result of an adjustment made pursuant to Section
   8(a), the holder of this Warrant shall become entitled to receive any shares
   of capital stock of the Corporation other than shares of Common Stock, the
   number of such other shares so receivable upon exercise of this Warrant shall
   be subject thereafter to adjustment from time to time in a manner and on
   terms as nearly equivalent as practicable to the provisions with respect to
   the Warrant Shares contained in this Warrant.  
	Anything herein to the contrary notwithstanding, the Corporation shall
   not be required to make any adjustment of the Warrant Price in the case of
   the issuance of any of (A) capital stock, Options or Convertible Securities
   issued to directors, officers, employees or consultants of the Corporation in
   connection with their service as directors of the Corporation, their
   employment by the Corporation or their retention as consultants by the
   Corporation pursuant to an equity compensation program approved by the Board
   of Directors of the Corporation or the compensation committee of the Board of
   Directors of the Corporation, (B) sales of shares of Common Stock upon the
   conversion or exercise of Options or Convertible Securities issued prior to
   the date hereof or (C) capital stock issued as full or partial consideration
   for a merger or acquisition, or a strategic allegiance or alliance in which
   the Corporation with respect to such strategic allegiance or alliance issues
   shares of its equity securities having an aggregate Fair Market Value (as
   defined below) of less than $10 million, approved by the Board of Directors
   of the Corporation. The "Fair Market Value" of a security as of a particular
   date (the "Valuation Date") shall mean the following: (a) if the security is
   then listed on a national stock exchange, the closing sale price of one
   security on such exchange on the last trading day prior to the Valuation
   Date; (b) if the security is then quoted on Nasdaq, the closing sale price of
   one security on Nasdaq on the last trading day prior to the Valuation Date
   or, if no such closing sale price is available, the average of the high bid
   and the low sales price quoted on Nasdaq on the last trading day prior to the
   Valuation Date; or (c) if the Common Stock is not then listed on a national
   stock exchange or quoted on Nasdaq and if prices for the Common Stock are
   then quoted on the OTC Bulletin Board, the volume weighted average price of
   the Common Stock on the last trading day prior to the Valuation Date (or the
   nearest preceding date) on the OTC Bulletin Board; (d) if the security is not
   then listed on a national stock exchange or quoted on Nasdaq or on the OTC
   Bulletin Board, the fair market value of one security as of the Valuation
   Date, shall be determined in good faith by a nationally selected investment
   banking firm or other nationally recognized business appraiser selected by
   the Board of Directors of the Corporation. The decision of such appraiser
   shall be final and conclusive, and the cost of such appraiser shall be borne
   evenly by the Corporation. An "Excluded Issuance" shall mean each of items
   (A), (B) and (C) above.  


 




 


                                                                                                                                                                                                                                                                                                                                                                                                                        
27

  



 
  
  Section 9. Fractional Interest. The Corporation shall not be required
  to issue fractions of Warrant Shares upon the exercise of the Warrant. If any
  fractional share of Common Stock would, except for the provisions of the first
  sentence of this Section 9, be delivered upon such exercise, the Corporation,
  in lieu of delivering such fractional share, shall pay to the exercising
  holder of this Warrant an amount in cash equal to the current Fair Market
  Value of such fractional share of Common Stock.  

  
  Section 10. Extension of Expiration Date. If the Corporation fails to
  cause any Registration Statement covering Registrable Securities (capitalized
  terms used in this section are as defined in the Registration Rights Agreement
  dated October ____, 2006) (the "Registration Rights Agreement") to be
  declared effective prior to the applicable dates set forth therein, or if any
  of the events specified in clause (B) or (C) of Section 2(c) of the
  Registration Rights Agreement occurs and the Blackout Period (whether alone,
  or in combination with any other Blackout Period) continues for more than 60
  days in any 12 month period, or for more than a total of 90 days, then the
  Expiration Date of this Warrant shall be extended one day for each day beyond
  the 60-day or 90-day limits, as the case may be, that the Blackout Period
  continues.  

  
  Section 11. Benefits. Nothing in this Warrant shall be construed to
  give any person, firm or corporation (other than the Corporation and the
  Warrantholder) any legal or equitable right, remedy or claim, it being agreed
  that this Warrant shall be for the sole and exclusive benefit of the
  Corporation and the Warrantholder.  

  
  Section 12. Notices to Warrantholder. Upon the happening of any event
  requiring an adjustment of the Warrant Price, the Corporation shall promptly
  give written notice thereof to the Warrantholder at the address appearing in
  the records of the Corporation, stating the adjusted Warrant Price and the
  adjusted number of Warrant Shares resulting from such event and setting forth
  in reasonable detail the method of calculation and the facts upon which such
  calculation is based. Failure to give such notice to the Warrantholder or any
  defect therein shall not affect the legality or validity of the subject
  adjustment.  

  
  Section 13. Identity of Transfer Agent. The Transfer Agent for the
  Common Stock is Wells Fargo Shareowner Services. Upon the appointment of any
  subsequent transfer agent for the Common Stock or other shares of the
  Corporation's capital stock issuable upon the exercise of the rights of
  purchase represented by the Warrant, the Corporation will mail to the
  Warrantholder a statement setting forth the name and address of such transfer
  agent.  

  
  Section 14. Notices. Any notice pursuant hereto to be given or made by
  the Warrantholder to or on the Corporation shall be sufficiently given or made
  if sent by certified mail, return receipt requested, postage prepaid,
  addressed as follows:  

  Platinum Research Organization, Inc. 

    1917 West 4th Avenue, Suite 421

    Vancouver, BC V6J 1M7

    Phone: 604-689-4088

    Fax #: 604-689-4087

   
  
  or such other address as the Corporation may specify in writing by notice
  to the Warrantholder complying as to delivery with the terms of this Section
  14.  

  Any notice pursuant hereto to be given or made by the Corporation to or on
  the Warrantholder shall be sufficiently given or made if personally delivered
  or if sent by an internationally recognized courier services by overnight
  service, to the address set forth on the books of the Corporation or, as to
  each of the Corporation and the Warrantholder, at such other address as shall
  be designated by such party by written notice to the other party complying as
  to delivery with the terms of this Section 14. All such notices, requests,
  demands, directions and other communications shall, when sent by courier be
  effective one (1) day after delivery to such courier as provided and addressed
  as aforesaid.  

  
  Section 15. Registration Rights. The initial holder of this Warrant is
  entitled to the benefit of certain registration rights in respect of the
  Warrant Share as provided in the Registration Rights Agreement, and any
  subsequent holder hereof may be entitled to such rights.  

 




 


                                                                                                                                                                                                                                                                                                                                                                                                                    
28

  



 
  
   

  
  Section 16. Successors. All the covenants and provisions hereof by or
  for the benefit of the Warrantholder shall bind and inure to the benefit of
  its respective successors and assigns hereunder.  

  
  Section 17. Governing Law. This Warrant shall be deemed to be a
  contract made under the laws of the State of New York, without giving effect
  to its conflict of law principles, and for all purposes shall be construed in
  accordance with the laws of said State; provided, however, that, insofar as
  the Corporation is incorporated under the laws of the State of Delaware, the
  General Corporation Law of the State of Delaware (or any successor statute)
  shall govern those matters that apply to the internal governance of the
  Corporation.  

  
  Section 18. Cashless Exercise.
   

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


  X = Y (A - B) 

    A

   
  
  where:

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

    "Y" = the total number of shares of Common Stock covered by this Warrant
    which the Warrantholder has surrendered at such time for cash-less exercise
    
    

    "A" = the "Fair Market Value" of one share of Common Stock as at the time
    the net issue election is made  

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

   
  
  
  Section 19. Call Provision. Notwithstanding any other provision
  contained herein to the contrary, in the event that the closing bid price of a
  share of Common Stock as traded on Nasdaq (or such other exchange or quotation
  system as the Common Stock may then be listed) exceeds 150% of the Warrant
  Price for twenty (20) consecutive trading sessions and all of the Warrant
  Shares issuable hereunder are registered pursuant to an effective Registration
  Statement (as defined in the Registration Rights Agreement), the Corporation,
  upon ten (10) business days prior written notice (the "Notice Period"),
  following such twenty (20) day period, to the Warrantholder, may demand that
  the Warrantholder exercise its rights with regard to all Warrant Shares and
  the Warrantholder must exercise its rights prior to the expiration of the
  Notice Period or if such exercise is not made or if only a partial exercise is
  made, any and all rights to further exercise rights to acquire Warrant Shares
  hereunder shall cease upon the expiration of the Notice Period.  

  
  Section 20. Amendments and Waivers. This Warrant may be amended only by
  a writing signed by the Corporation and the Warrantholder.  

  I

  
  

  
 



 


                                                                                                                                                                                                                                                                                                                                                                                                                        
29

  



 
  N WITNESS WHEREOF, Platinum Research
  Organization, Inc. has caused this Warrant to be duly executed, as of the day
  and year first above written.
   

  
  PLATINUM RESEARCH ORGANIZATION, INC.

  
  

  
   

  By:   

  Cecelia Pineda, President  

  
   

  
 



 

 


                                                                                                                                                                                                                                                                                                                                                                                                                        
30

  



 
  
   

  
  EXHIBIT A

  APPENDIX A  

  
  Platinum Research Organization, Inc. 

  
  WARRANT EXERCISE FORM  

  
  To: Platinum Research Organization, Inc.
   

  The undersigned hereby irrevocably elects to exercise the right of purchase
  represented by the within Warrant ("Warrant") for, and to purchase thereunder
  by the payment of the Warrant Price and surrender of the Warrant,
  _______________ shares of Common Stock ("Warrant Shares") provided for
  therein, and requests that certificates for the Warrant Shares be issued as
  follows:  

   _______________________________________________________________________________________________________

                                                                                                                                                                              
  Name 

                                                                                                                                     
  

                                                                                                              
  ______________________________________________________

                                                                                                                                                                         
  Address 

                                                                       
  

                                                                                                               
  _______________________________________________________

                                                                                                                                                                         
  Address 

                                                                                                              
  ________________________________________________________

                                                                                                                                          
  Federal Tax ID or Social Security No.  

  
  and delivered by  

  |_| certified mail to the above address, or
   

  |_| electronically (provide DWAC Instructions:_______________), or
   

  |_| other (specify: _______________________________).
   

  and, if the number of Warrant Shares shall not be all the Warrant Shares
  purchasable upon exercise of the Warrant, that a new Warrant for the balance
  of the Warrant Shares purchasable upon exercise of this Warrant be registered
  in the name of the undersigned Warrantholder or the undersigned's Assignee as
  below indicated and delivered to the address stated below.  

  By exercising the rights represented by this Warrant, the undersigned
  hereby certifies that, as of the date of exercise of this Warrant, the
  representations and warranties contained in Section 5 of the Purchase
  Agreement are true and correct in all material respects with respect to the
  undersigned.  

  
  

  
  	Dated: ___________________,
    ____Note: The signature must correspond with
    Signature:___________________________________

    the name of the registered holder as  

    written on the first page of the Warrant

    in every particular, without alteration

    or enlargement or any change whatever,

    unless the Warrant has been assigned.          
    Name (please print):___________________________

    
    

    
                                 
        Address___________________________________

                                 
        __________________________________________

       
      
     
    
                                                                                  
    ___________________________________________

                             
        Federal Identification or

                         
        Social Security No.: ______________________

       
      
     
    
    


  
  

 



 


                                                                                                                                                                                                                                                                                                                                                                                                                       
31

  



 
  
   

  
  APPENDIX "B" 

  Net Issue Election Notice  

  
  To: Platinum Research Organization, Inc.
   

  Date:_________________________  

  The undersigned hereby elects under Section 18 of this Warrant to surrender
  the right to purchase ____________ shares of Common Stock pursuant to this
  Warrant and hereby requests the issuance of _____________ shares of Common
  Stock. The certificate(s) for the shares issuable upon such net issue election
  shall be issued in the name of the undersigned or as otherwise indicated
  below.  

  
  

  
  	 
    Signature:

    
     

    
    ___________________________________

    By: _____________________

    Title: _____________________

    Address: ________________________________

                    
    ________________________________

                    
    ________________________________

                   
    ________________________________

            
    Tel:________________________________

            
    Fax.:________________________________
	Registration Instructions: 

     

     

    
    ___________________________________

    Name for Registration

    Address: ____________________________

                    
    ___________________________

                    
    ____________________________

             
    Tel:____________________________  

             
    Fax.:____________________________



  
  

 



 

 


                                                                                                                                                                                                                                                                                                                                                                                                                       
32