**Exhibit
      4.2**





**THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
      AN
      EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION
      OF COUNSEL REASONABLY SATISFACTORY TO QUINTESSENCE PHOTONICS CORPORATION THAT
      SUCH REGISTRATION IS NOT REQUIRED.**





Right
      to
      Purchase _______ Shares of Common Stock of Quintessence Photonics Corporation
      (subject to adjustment as provided herein)





**COMMON
      STOCK PURCHASE WARRANT**




No. _______
            Issue
                Date:
                ______________





QUINTESSENCE
      PHOTONICS CORPORATION, a corporation organized under the laws of the State
      of
      Delaware, hereby certifies that, for value received pursuant to the Private
      Placement Memorandum (the “Memorandum”) and Subscription Agreement between the
      parties hereto, ___________________________________________, or assigns (the
      “Holder”), is entitled (the “Warrant”), subject to the terms set forth below, to
      purchase from the Company (as defined below) from and after the Issue Date
      of
      this Warrant and at any time or from time to time before 5:00 p.m., Pacific
      time, for a period of 18 months from the date of closing the Reverse Merger
      (as
      defined below) (the “Expiration Date”), up to _______ fully paid and
      nonassessable shares of Common Stock, $.0001 par value, of the Company, at
      the
      Exercise Price (as defined below). The number and character of such shares
      of
      Common Stock and the Exercise Price are subject to adjustment as provided
      herein.





As
      used
      herein, the following terms, unless the context otherwise requires, have the
      following respective meanings:





(a) The
      term
“Company” shall include Quintessence Photonics Corporation and, following the
      closing of the proposed merger with or acquisition by a publicly trading and
      reporting company as described in the Memorandum (the “Reverse Merger”), that
      publicly trading and reporting company, and any entities which shall succeed
      or
      assume the obligations of the Company hereunder.





(b) The
      term
“Common Stock” includes (x) the Company's Common Stock, $.0001 par value per
      share, and (y) any other securities into which or for which any of the
      securities described in (x) may be converted or exchanged pursuant to a plan
      of
      recapitalization, reorganization, merger, sale of assets or
      otherwise.




1




(c) The
      term
“Other Securities” refers to any stock (other than Common Stock) and other
      securities of the Company or any other person (corporate or otherwise) which
      the
      holder of the Warrant at any time shall be entitled to receive, or shall have
      received, on the exercise of the Warrant, in lieu of or in addition to Common
      Stock, or which at any time shall be issuable or shall have been issued in
      exchange for or in replacement of Common Stock or Other Securities pursuant
      to
      Section 4 or otherwise.





(d) The
      term
      "Exercise Price" shall be $1.50 per share, subject to adjustment pursuant to
      Section 4.





(e) Any
      undefined terms in this Agreement have the meaning ascribed to them in the
      Memorandum.





1.  **Exercise
      of Warrant** .





1.1.  Number
      of Shares Issuable upon Exercise .
      From
      and after the date hereof through and including the Expiration Date, the Holder
      shall be entitled to receive, upon exercise of this Warrant in whole or in
      part,
      shares of Common Stock of the Company, subject to adjustment pursuant to Section
      4, by delivery of an original or fax copy of the exercise notice attached hereto
      as Exhibit A (the “Exercise Notice”) along with payment to the Company of the
      Exercise Price.





2.  **Procedure
      for Exercise.**





2.1  Delivery
      of Stock Certificates, etc. on Exercise .
      The
      Company agrees that the shares of Common Stock purchased upon exercise of this
      Warrant shall be deemed to be issued to the Holder as the record owner of such
      shares as of the close of business on the date on which both the Exercise Notice
      and payment have been made for such shares. As soon as practicable after the
      exercise of this Warrant in full or in part, and in any event within five
      business days thereafter, the Company at its expense (including the payment
      by
      it of any applicable issue taxes) will cause to be issued in the name of and
      delivered to the Holder, or as such Holder (upon payment by such holder of
      any
      applicable transfer taxes) may direct in compliance with applicable securities
      laws, a certificate or certificates for the number of duly and validly issued,
      fully paid and nonassessable shares of Common Stock (or Other Securities) to
      which such Holder shall be entitled on such exercise.




2.2.  Exercise.





Payment
      may be made either in cash or by certified or official bank check payable to
      the
      order of the Company equal to the applicable aggregate Exercise Price for the
      number of shares of Common Stock specified in the Exercise Notice (as such
      exercise number shall be adjusted to reflect any adjustment in the total number
      of shares of Common Stock issuable to the Holder per the terms of this Warrant)
      and the Holder shall thereupon be entitled to receive the number of duly
      authorized, validly issued, fully-paid and non-assessable shares of Common
      Stock
      (or Other Securities) determined as provided herein.




2




3.  **Adjustment
      for Reorganization, Consolidation, Merger, etc** .





3.1.  Reorganization,
      Consolidation, Merger, etc .
      In case
      at any time or from time to time, the Company shall (a) effect a reorganization,
      (b) consolidate with or merge into any other person or entity, or (c) transfer
      all or substantially all of its properties or assets to any other person or
      entity under any plan or arrangement contemplating the dissolution of the
      Company, then, in each such case, as a condition to the consummation of such
      a
      transaction, proper and adequate provision shall be made by the Company whereby
      the Holder of this Warrant, on the exercise hereof as provided in Section 1
      at
      any time after the consummation of such reorganization, consolidation or merger
      or the effective date of such dissolution, as the case may be, shall receive,
      in
      lieu of the Common Stock (or Other Securities) issuable on such exercise prior
      to such consummation or such effective date, the stock and other securities
      and
      property (including cash) to which such Holder would have been entitled upon
      such consummation or in connection with such dissolution, as the case may be,
      if
      such Holder had so exercised this Warrant, immediately prior thereto, all
      subject to further adjustment thereafter as provided in Section 4.





3.2.  Dissolution .
      In the
      event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, prior to such
      dissolution, shall at its expense deliver or cause to be delivered the stock
      and
      other securities and property (including cash, where applicable) receivable
      by
      the Holder of the Warrant after the effective date of such dissolution pursuant
      to Section 3.1 to a bank or trust company as trustee for the Holder of the
      Warrant.





3.3.  Continuation
      of Terms .
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in this Section 3, this Warrant shall
      continue in full force and effect and the terms hereof shall be applicable
      to
      the shares of stock and other securities and property receivable on the exercise
      of this Warrant after the consummation of such reorganization, consolidation
      or
      merger or the effective date of dissolution following any such transfer, as
      the
      case may be, and shall be binding upon the issuer of any such stock or other
      securities, including, in the case of any such transfer, the person acquiring
      all or substantially all of the properties or assets of the Company, whether
      or
      not such person shall have expressly assumed the terms of this Warrant as
      provided in Section 4. In the event this Warrant does not continue in full
      force
      and effect after the consummation of the transactions described in this Section
      3, then only in such event will the Company's securities and property (including
      cash, where applicable) receivable by the Holder of the Warrant be delivered
      to
      a trustee as contemplated by Section 3.2.





4.  **Adjustments
      for Stock Splits, Combinations, etc.** In the
      event that the Company shall (a) issue additional shares of the Common Stock
      as
      a dividend or other distribution on outstanding Common Stock, (b) subdivide
      its
      outstanding shares of Common Stock, or (c) combine its outstanding shares of
      the
      Common Stock into a smaller number of shares of the Common Stock, then, in
      each
      such event, the Exercise Price shall, simultaneously with the happening of
      such
      event, be adjusted by multiplying the then Exercise Price by a fraction, the
      numerator of which shall be the number of shares of Common Stock outstanding
      immediately prior to such event and the denominator of which shall be the number
      of shares of Common Stock outstanding immediately after such event, and the
      product so obtained shall thereafter be the Exercise Price then in effect.
      The
      Exercise Price, as so adjusted, shall be readjusted in the same manner upon
      the
      happening of any successive event or events described herein in this Section
      4.
      The number of shares of Common Stock that the Holder of this Warrant shall
      thereafter, on the exercise hereof as provided in Section 1, be entitled to
      receive shall be increased to a number determined by multiplying the number
      of
      shares of Common Stock that would otherwise (but for the provisions of this
      Section 4) be issuable on such exercise by a fraction of which (a) the numerator
      is the Exercise Price that would otherwise (but for the provisions of this
      Section 4) be in effect, and (b) the denominator is the Exercise Price in effect
      on the date of such exercise.




3




5.  **Certificate
      as to Adjustments** .
      In each
      case of any adjustment or readjustment in the shares of Common Stock (or Other
      Securities) issuable on the exercise of the Warrant, the Company at its expense
      will promptly cause its Chief Financial Officer or other appropriate designee
      to
      compute such adjustment or readjustment in accordance with the terms of the
      Warrant and prepare a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (a) the consideration received or receivable
      by
      the Company for any additional shares of Common Stock (or Other Securities)
      issued or sold or deemed to have been issued or sold, (b) the number of shares
      of Common Stock (or Other Securities) outstanding or deemed to be outstanding,
      and (c) the Exercise Price and the number of shares of Common Stock to be
      received upon exercise of this Warrant, in effect immediately prior to such
      adjustment or readjustment and as adjusted or readjusted as provided in this
      Warrant. The Company will forthwith mail a copy of each such certificate to
      the
      Holder of the Warrant and any Warrant agent of the Company (appointed pursuant
      to Section 10 hereof).





6.  **Reservation
      of Stock Issuable on Exercise of Warrant** .
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery on the exercise of the Warrant, shares of Common Stock (or Other
      Securities) from time to time issuable on the exercise of the
      Warrant.





7.  **Assignment;
      Exchange of Warrant** .
      Subject
      to compliance with applicable securities laws, this Warrant, and the rights
      evidenced hereby, may be transferred by any registered holder hereof (a
“Transferor”) with respect to any or all of the shares underlying this Warrant.
      On the surrender for exchange of this Warrant, with the Transferor's endorsement
      in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and
      together with evidence reasonably satisfactory to the Company demonstrating
      compliance with applicable securities laws, which shall include, without
      limitation, a legal opinion from the Transferor’s counsel that such transfer is
      exempt from the registration requirements of applicable securities laws, the
      Company at its expense but with payment by the Transferor of any applicable
      transfer taxes) will issue and deliver to or on the order of the Transferor
      thereof a new Warrant of like tenor, in the name of the Transferor and/or the
      transferee(s) specified in such Transferor Endorsement Form (each a
“Transferee”), calling in the aggregate on the face or faces thereof for the
      number of shares of Common Stock called for on the face or faces of the Warrant
      so surrendered by the Transferor.




4




8.  **Replacement
      of Warrant** .
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of any such loss,
      theft or destruction of this Warrant, on delivery of an indemnity agreement
      or
      security reasonably satisfactory in form and amount to the Company or, in the
      case of any such mutilation, on surrender and cancellation of this Warrant,
      the
      Company at its expense will execute and deliver, in lieu thereof, a new Warrant
      of like tenor.





9.  **Registration
      Rights** .
      The
      Holder of this Warrant has been granted certain registration rights by the
      Company. These registration rights are set forth in a Registration Rights
      Agreement entered into by the Company and Holder at or prior to the Issue Date
      of this Warrant.





10.  **Warrant
      Agent** .
      The
      Company may, by written notice to each holder of the Warrant, appoint an agent
      for the purpose of issuing Common Stock (or Other Securities) on the exercise
      of
      this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section
      7, and replacing this Warrant pursuant to Section 8, or any of the foregoing,
      and thereafter any such issuance, exchange or replacement, as the case may
      be,
      shall be made at such office by such agent.





11.  **Transfer
      on the Company's Books** .
      Until
      this Warrant is transferred on the books of the Company, the Company may treat
      the registered holder hereof as the absolute owner hereof for all purposes,
      notwithstanding any notice to the contrary.





12.  **Notices,
      etc** .
      All
      notices and other communications from the Company to the Holder of this Warrant
      shall be mailed by first class registered or certified mail, postage prepaid,
      at
      such address as may have been furnished to the Company in writing by the Holder
      or, until any new holder furnishes to the Company an address, then to, and
      at
      the address of, the last holder of this Warrant who has so furnished an address
      to the Company.





13.  **Miscellaneous** .
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought. This Warrant shall
      be governed by and construed in accordance with the laws of State of California
      without regard to principles of conflicts of laws. Any action brought concerning
      the transactions contemplated by this Warrant shall be brought only in the
      state
      courts of California or in the federal courts located in the state of
      California. The individuals executing this Warrant on behalf of the Company
      agree to submit to the jurisdiction of such courts and waive trial by jury.
      The
      prevailing party shall be entitled to recover from the other party its
      reasonable attorney’s fees and costs. In the event that any provision of this
      Warrant is invalid or unenforceable under any applicable statute or rule of
      law,
      then such provision shall be deemed inoperative to the extent that it may
      conflict therewith and shall be deemed modified to conform with such statute
      or
      rule of law. Any such provision which may prove invalid or unenforceable under
      any law shall not affect the validity or enforceability of any other provision
      of this Warrant. The headings in this Warrant are for purposes of reference
      only, and shall not limit or otherwise affect any of the terms hereof. The
      invalidity or unenforceability of any provision hereof shall in no way affect
      the validity or enforceability of any other provision. The Company acknowledges
      that legal counsel participated in the preparation of this Warrant and,
      therefore, stipulates that the rule of construction that ambiguities are to
      be
      resolved against the drafting party shall not be applied in the interpretation
      of this Warrant to favor any party against the other party.




5




IN
      WITNESS WHEREOF, the Company has executed this Warrant under seal as of the
      date
      first written above.




QUINTESSENCE
              PHOTONICS CORPORATIONBY:
              Jeffrey UngarITS:
              CEO


6


**Exhibit
      A**





EXERCISE
      NOTICE


(To
      be
      signed only on exercise of Warrant)





TO:
      Quintessence Photonics Corporation





The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.____), hereby irrevocably elects to purchase:





________
      shares of the Common Stock covered by such Warrant.








The
      undersigned herewith makes payment of the full Exercise Price for such shares
      at
      the price per share provided for in such Warrant, which is an aggregate of
      $___________.








The
      undersigned requests that the certificates for such shares be issued in the
      name
      of, and delivered to
       _________________________  whose address
      is ______________________________.




The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to registration of the Common Stock under the Securities Act of 1933,
      as amended (the “Securities Act”) or pursuant to an exemption from registration
      under the Securities Act.






Dated:
              ___________________
            ______________________________________________
              (Signature
                must conform to name of holder as specified on the face of the Warrant)





7


**Exhibit
      B**





FORM
      OF
      TRANSFEROR ENDORSEMENT


(To
      be
      signed only on transfer of Warrant)





For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “Transferees” the right represented by
      the within Warrant to purchase the number of shares of Common Stock of
      Quintessence Photonics Corporation to which the within Warrant relates specified
      under the heading “Number Transferred,” respectively, opposite the name(s) of
      such person(s) and appoints each such person Attorney to transfer its respective
      right on the books of Quintessence Photonics Corporation with full power of
      substitution in the premises.





Transferees
            Number
              Transferred





Dated:
                ___________________
              ______________________________________________(Signature
                must conform to name of holder as specified on the face of the Warrant)
  8