**WARRANT
      TO PURCHASE**


**COMMON
      STOCK**





**March
      7, 2007**





THIS
      WARRANT, AND ALL SHARES OF COMMON STOCK ISSUABLE UNDER THIS WARRANT, HAVE BEEN
      AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED ("THE ACT"). SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON
      TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
      PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
      TO
      REGISTRATION OR EXEMPTION THEREFROM.





THIS
      CERTIFIES THAT, for value received, ______ (the " Consultant "),
      or
      its or his permitted assigns is entitled, subject to the terms and conditions
      of
      this Warrant, at any time after the Effective Date and before 5:30 P.M. New
      York
      City time on the Expiration Date, to purchase from New Generation Holdings,
      Inc., a Delaware corporation (“ NGH ”),
      ___________ shares of Common Stock of NGH (“ NGH
      Warrant Stock ”)
      or
      from Plastinum Corp., a Delaware corporation (“Plastinum”), __________ shares of
      Common Stock of Plastinum (“ Plastinum
      Warrant Stock ”),
      in
      either case at an initial exercise price per share of Thirty Five Cents ($0.35),
      subject to adjustment as provided in Section 4 hereof. This Warrant may be
      exercised for either NGH Common Stock or Plastinum Common Stock, but not for
      both.





**1.**  **DEFINITIONS:** As
      used
      in this Warrant, the following terms shall have the following respective
      meanings:





“ Affiliate ”
when
      used with respect to any Person, shall mean (a) any other Person which,
      directly or indirectly, controls or is controlled by or is under common control
      with such Person, and (b) any executive officer or director of such Person
      and any executive officer, director or general partner of the other Person
      which
      controls such Person. For the purposes of this definition, "control" (including
      the correlative meanings of the terms "controlling", "controlled by" and "under
      common control with"), with respect to any Person, shall mean possession,
      directly or indirectly, of the power to direct or cause the direction of the
      management and policies of such Person, whether through the ownership of voting
      securities or by contract or otherwise.





" Common
      Stock "
      shall
      mean either NGH Common Stock, par value $0.001, or Plastinum Common Stock,
      par
      value $.01, as the context requires.





“ Company ”
shall
      mean (i) NGH, with respect to NGH Common Stock, and (ii) Plastinum, with respect
      to Plastinum Common Stock.





1


“ Effective
      Date "
      shall
      mean the date on which this Warrant is executed by NGH, Plastinum and the
      Consultant.





" Expiration
      Date "
      shall
      mean five (5) years from the Effective Date.





" Holder "
      shall
      mean the Consultant or its permitted registered assigns.





" Person "
      shall
      mean any individual, corporation, partnership, limited liability company, trust
      or other entity or organization, including any governmental authority or
      political subdivision thereof.





" Purchase
      Price "
      shall
      mean, for each share of NGH Common Stock or Plastinum Common Stock, Thirty
      Five
      Cents ($0.35), subject to adjustment as provided for herein.





" Registered
      Holder "
      shall
      mean any Holder in whose name this Warrant is registered upon the books and
      records maintained by the Company.





" SEC "
      shall
      mean the United States Securities and Exchange Commission.





" Warrant "
      shall
      mean this Warrant and any warrant delivered in substitution or exchange therefor
      as provided herein.





" Warrant
      Stock "
      shall
      mean the NGH Common Stock or the Plastinum Common Stock, as the context
      requires, and any other securities at any time issued, receivable or issuable
      upon exercise of this Warrant.





**2.**  **EXERCISE
      OF WARRANT.**





2.1  Payment .
      Subject
      to compliance with the terms and conditions of this Warrant and applicable
      securities laws, this Warrant may be exercised, in whole or in part at any
      time
      or from time to time, from and after the Effective Date and on or before the
      Expiration Date by delivery (including, without limitation, delivery by
      facsimile) of the form of Notice of Exercise attached hereto as Exhibit
      1 (the
      " Notice
      of Exercise "),
      duly
      executed by the Holder, to the Company at its principal office, and as soon
      as
      practicable after such date, surrendering:





(a)  this
      Warrant at the principal office of the Company, and





(b)  payment
      in cash, by check or by wire transfer of an amount equal to the product obtained
      by multiplying the number of shares of Warrant Stock being purchased upon such
      exercise by the then effective Purchase Price (the " Exercise
      Amount ").





2.2  " Easy
      Sale" Exercise In lieu
      of the payment methods set forth in Section 2.1 (b) above, when permitted by
      law
      and applicable regulations (including exchange, Nasdaq and NASD rules and
      including that all shares so issued will be deemed to be fully paid,
      non-assessable and properly listed or admitted for trading), the Holder may
      pay
      the Purchase Price through a "same day sale" commitment from the Holder (and
      if
      applicable a broker-dealer that is a member of the National Association of
      Securities Dealers (a "NASD Dealer”)), whereby the Holder irrevocably elects to
      exercise this Warrant and to sell a portion of the shares so purchased to pay
      for the Purchase Price and the Holder (or, if applicable, the NASD Dealer)
      commits upon sale (or, in the case of the NASD Dealer, upon receipt) of such
      shares to forward the Purchase Price directly to the Company.





2


2.3  Stock
      Certificates; Fractional Shares .
      As soon
      as practicable on or after any date of exercise of this Warrant pursuant to
      this
      Section 2, the Company shall issue and deliver to the Person or Persons entitled
      to receive the same a certificate or certificates for the number of whole shares
      of Warrant Stock issuable upon such exercise, together with cash in lieu of
      any
      fraction of a share equal to such fraction of the current fair market value
      of
      one whole share of Warrant Stock as of the date of exercise of this Warrant.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      an exercise of this Warrant.





2.4  Partial
      Exercise; Effective Date of Exercise .
      In case
      of any partial exercise of this Warrant, the Company shall cancel this Warrant
      upon surrender hereof and shall execute and deliver a new Warrant of like tenor
      and date for the balance of the shares of Warrant Stock purchasable hereunder.
      This Warrant shall be deemed to have been exercised immediately prior to the
      close of business on the date of its surrender for exercise as provided above.
      The Person entitled to receive the shares of Warrant Stock issuable upon
      exercise of this Warrant shall be treated for all purposes as the holder of
      record of such shares as of the close of business on the date the Holder is
      deemed to have exercised this Warrant.





**3.**  **VALID
      ISSUANCE; TAXES.** All
      shares of Warrant Stock issued upon the exercise of this Warrant shall be
      validly issued, fully paid and non-assessable; provided that the Company shall
      pay all taxes and other governmental charges that may be imposed in respect
      of
      the issue or delivery thereof. The Company shall not be required to pay any
      tax
      or other charge imposed in connection with any transfer involved in the issuance
      of any certificate for shares of Warrant Stock in any name other than that
      of
      the Registered Holder of this Warrant, and in such case the Company shall not
      be
      required to issue or deliver any stock certificate or security until such tax
      or
      other charge has been paid, or it has been established to the Company's
      reasonable satisfaction that no tax or other charge is due.





**4.**  **ADJUSTMENT
      OF PURCHASE PRICE AND NUMBER OF SHARES.** The
      number of shares of Warrant Stock issuable upon exercise of this Warrant (or
      any
      shares of stock or other securities or property receivable or issuable upon
      exercise of this Warrant) and the Purchase Price are subject to adjustment
      upon
      occurrence of any of the following events:





4.1  Adjustment
      for Stock Splits, Stock Subdivisions or Combinations of Shares .
      The
      Purchase Price of this Warrant shall be proportionally decreased and the number
      of shares of Warrant Stock issuable upon exercise of this Warrant (or any shares
      of stock or other securities at the time issuable upon exercise of this Warrant)
      shall be proportionally increased to reflect any stock split or subdivision
      of
      the Warrant Stock. The Purchase Price of this Warrant shall be proportionally
      increased and the number of shares of Warrant Stock issuable upon exercise
      of
      this Warrant (or any shares of stock or other securities at the time issuable
      upon exercise of this Warrant) shall be proportionally decreased to reflect
      any
      combination of the Warrant Stock.





3


4.2  Reclassification .
      If the
      Company, by reclassification of securities or otherwise, shall change any of
      the
      securities as to which purchase rights under this Warrant exist into the same
      or
      a different number of securities of any other class or classes, this Warrant
      shall thereafter represent the right to acquire such number and kind of
      securities as would have been issuable as the result of such change with respect
      to the securities that were subject to the purchase rights under this Warrant
      immediately prior to such reclassification or other change and the Purchase
      Price therefor shall be appropriately adjusted, all subject to further
      adjustment as provided in this Section 4.





4.3  Adjustment
      for Capital Reorganization, Merger or Consolidation .
      In case
      of any reorganization of the capital stock of the Company (other than a
      combination, reclassification, exchange or subdivision of shares otherwise
      provided for herein), or any merger or consolidation of the Company with or
      into
      another Person, or the sale of all or substantially all of the assets of the
      Company, then, and in each such case, as a part of such reorganization, merger,
      consolidation, sale or transfer, lawful provision shall be made so that the
      Holder of this Warrant shall thereafter be entitled to receive upon exercise
      of
      this Warrant, during the period specified herein and upon payment of the
      Purchase Price then in effect, the number of shares of stock or other securities
      or property of the successor Person resulting from such reorganization, merger,
      consolidation, sale or transfer that a holder of the shares deliverable upon
      exercise of this Warrant would have been entitled to receive in such
      reorganization, consolidation, merger, sale or transfer if this Warrant had
      been
      exercised immediately before such reorganization, merger, consolidation, sale
      or
      transfer, all subject to further adjustment as provided in this Section 4.
      The
      foregoing provisions of this Section 4.4 shall similarly apply to successive
      reorganizations, consolidations, mergers, sales and transfers and to the stock
      or securities of any other Person that are at the time receivable upon the
      exercise of this Warrant. If the per-share consideration payable to the Holder
      hereof for shares in connection with any such transaction is in a form other
      than cash or marketable securities, then the value of such consideration shall
      be determined in good faith by the Company's Board of Directors. In all events,
      appropriate adjustment (as determined in good faith by the Company's Board
      of
      Directors) shall be made in the application of the provisions of this Warrant
      with respect to the rights and interests of the Holder after the transaction,
      to
      the end that the provisions of this Warrant shall be applicable after that
      event, as near as reasonably may be, in relation to any shares or other property
      deliverable after that event-upon exercise of this Warrant.





**5.**  **CERTIFICATE
      AS TO ADJUSTMENTS** 5.  **CERTIFICATE
      AS TO ADJUSTMENTS** **"** .
      In each
      case of any adjustment in the Purchase Price, or number or type of shares
      issuable upon exercise of this Warrant, the Chief Financial Officer or
      Controller of the Company shall compute such adjustment in accordance with
      the
      terms of this Warrant and prepare a certificate setting forth such adjustment
      and showing in detail the facts upon which such adjustment is based, including
      a
      statement of the adjusted Purchase Price. The Company shall promptly send (by
      facsimile and by either first class mail, postage prepaid or overnight delivery)
      a copy of each such certificate to the Holder.





4


**6.**  **LOSS
      OR MUTILATION** .
      Upon
      receipt of evidence reasonably satisfactory to the Company of the ownership
      of
      and the loss, theft, destruction or mutilation of this Warrant, and of indemnity
      reasonably satisfactory to it, and (in the case of mutilation) upon surrender
      and cancellation of this Warrant, the Company shall execute and deliver in
      lieu
      thereof a new Warrant of like tenor as the lost, stolen, destroyed or mutilated
      Warrant.





**7.**  **RESERVATION
      OF WARRANT STOCK.** .
      The
      Company hereby covenants that at all times there shall be reserved for issuance
      and delivery upon exercise of this Warrant such number of shares of Warrant
      Stock, Common Stock or other shares of capital stock of the Company as are
      from
      time to time issuable upon exercise of this Warrant and, from time to time,
      will
      take all steps necessary to amend its Articles of Incorporation to provide
      sufficient reserves of shares of Warrant Stock issuable upon exercise of this
      Warrant. All such shares shall be duly authorized, and when issued upon such
      exercise, shall be validly issued, fully paid and non-assessable, free and
      clear
      of all liens, security interests, charges and other encumbrances or restrictions
      on sale and free and clear of all preemptive rights, except encumbrances or
      restrictions arising under federal or state securities laws. Issuance of this
      Warrant shall constitute full authority to the Company's officers who are
      charged with the duty of executing stock certificates to execute and issue
      the
      necessary certificates for shares of Warrant Stock upon the exercise of this
      Warrant.





**8.**  **RESTRICTIONS
      ON TRANSFER** .
      The
      Holder, by acceptance hereof, agrees that, absent an effective registration
      statement filed with the SEC under the Securities Act of 1933, as amended (the
      "Securities Act"), covering the disposition or sale of this Warrant or the
      Warrant Stock issued or issuable upon exercise hereof, as the case may be,
      and
      registration or qualification under applicable state securities laws, such
      Holder will not sell, transfer, pledge, or hypothecate any or all such Warrants
      or Warrant Stock, as the case may be, unless either (a) the Company has received
      an opinion of counsel, in form and substance reasonably satisfactory to the
      Company, to the effect that such registration is not required in connection
      with
      such disposition or (b) the sale of such securities is made pursuant to SEC
      Rule
      144.





**9.**  **COMPLIANCE
      WITH SECURITIES LAWS** .
      By
      acceptance of this Warrant, the Holder hereby represents, warrants and
      covenants: (a) that any shares of stock purchased upon exercise of the Warrant
      shall be acquired for investment only and not with a view to, or for sale in
      connection with, any distribution thereof; (b) that the Holder has had such
      opportunity as such Holder has deemed adequate to obtain from representatives
      of
      the Company such information as is necessary to permit the Holder to evaluate
      the merits and risks of its investment in the Company; (c) that the Holder
      is
      able to bear the economic risk of holding such shares as may be acquired
      pursuant to the exercise of this Warrant for an indefinite period; (d) that
      the
      Holder understands that the shares of stock acquired pursuant to the exercise
      of
      this Warrant will not be registered under the Securities Act (unless otherwise
      required pursuant to exercise by the Holder of the registration rights, if
      any,
      previously granted to the Registered Holder) and will be "restricted securities"
      within the meaning of SEC Rule 144 and that the exemption from registration
      under Rule 144 will not be available for at least one year from the date of
      exercise of this Warrant, subject to any special treatment by the SEC for
      exercise of this Warrant pursuant to Section 2.2, and even then will not be
      available unless a public market then exists for the stock, adequate information
      concerning the Company is then available to the public, and other terms and
      conditions of Rule 144 are complied with; (e) that all stock certificates
      representing shares of stock issued to the Holder upon exercise of this Warrant
      or upon conversion of such shares may have affixed thereto a legend
      substantially in the following form:





5


THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE.
      THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
      AND
      MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PREMITTED UNDER THE ACT AND THE
      APPLICABLE STATE SECURITIES LAWS, PURSUANT OT REGSITRATION OR EXEMPTION
      THEREFROM.





**10.**  **NO
      RIGHTS OR LIABILTIES AS STOCKHOLDERS** .
      This
      Warrant shall not entitle the Holder to any voting rights or other rights as
      a
      stockholder of the Company. In the absence of affirmative action by such Holder
      to purchase Warrant Stock by exercise of this Warrant, no provisions of this
      Warrant, and no enumeration herein of the rights or privileges of the Holder
      hereof shall cause such Holder hereof to be a stockholder of the Company for
      any
      purpose.





**11.**  **REGISTRATION RIGHTS**




(a) (i) If
      Plastinum at any time proposes to file with the SEC a registration statement
      under the Securities Act on any form for the general registration of securities
      to be sold for cash (a “ Registration
      Statement ”)
      with
      respect to any of its shares of Common Stock (whether to be sold by Plastinum
      or
      by other stockholders), it will give written notice (a “ Piggyback
      Notice ”)
      to the
      Consultant at least thirty (30) days before the initial filing of such
      Registration Statement, which notice shall set forth the intended method of
      disposition of the securities proposed to be registered. The notice shall offer
      to include in such filing such aggregate number of shares of Warrant Stock
      as
      the Consultant may request. If the Consultant desires to have shares of Warrant
      Stock registered under this Section 11, it shall advise Plastinum in writing
      ten
      (10) days after the date of receipt of such offer from Plastinum, setting forth
      the number of shares of Warrant Stock for which registration is requested.
      Plastinum shall thereupon include in such filing the aggregate number of Warrant
      Stock for which registration is so requested by the Consultant.





6


(ii) If
      the
      managing underwriter of a proposed public offering shall advise Plastinum in
      writing that, in its opinion, the distribution of the shares of Warrant Stock
      held by the Consultant which have been requested to be included in the
      Registration Statement concurrently with the Common Stock being registered
      for
      Plastinum under clause (i) above would adversely affect the distribution of
      such
      securities, then the number of shares of Common Stock which the Consultant
      shall
      be permitted to include in the Registration Statement shall be limited to such
      amount as in the opinion of the underwriter necessary to provide for the orderly
      distribution of such securities.





(iii) All
      expenses of registrations under this subparagraph (a) of this Section 11 related
      to the registration of Warrant Stock shall be borne by Plastinum, other than
      underwriting discounts, selling commissions and stock transfer taxes applicable
      to the sale of Common Stock, which shall be paid by the Consultant.





(b)  (i)  The
      Consultant, by participating in any such registration, agrees to indemnify
      and
      hold harmless Plastinum, its subsidiaries and their directors and officers,
      each
      other person, if any, who controls Plastinum within the meaning of the
      Securities Act, each other person (including each underwriter) who participated
      in the offering of such securities and each other person, if any, who controls
      such participating person against any losses, claims, damages or liabilities,
      joint or several, to which Plastinum, its subsidiaries or any such director
      or
      officer or any such person may become subject under the Securities Act or any
      other statute or at common law insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof), arise out of or are based upon
      information in writing provided to Plastinum or its subsidiaries by the
      Consultant specifically for use in any Registration Statement under which such
      shares of Common Stock were registered under the Securities Act, any preliminary
      prospectus or final prospectus contained therein, or any amendment or supplement
      thereto.





(ii)  Plastinum
      agrees to indemnify and hold harmless the Consultant, its subsidiaries and
      their
      directors and officers, each other person, if any, who controls the Consultant
      within the meaning of the Securities Act against any losses, claims, damages
      or
      liabilities, joint or several, to which the Consultant, its subsidiaries or
      any
      such director or officer or any such person may become subject under the
      Securities Act or any other statute or at common law, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out of
      or
      are based upon any untrue statement or alleged untrue statement of any material
      fact contained in the Registration Statement or the omission or alleged omission
      to state therein a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading; provided , however ,
      that
      Plastinum will not be liable in any such case to the extent that such loss,
      claim, damage or liability arises out of or is based upon written information
      provided to Plastinum or its subsidiaries by the Consultant specifically for
      use
      in any Registration Statement under which such shares of Common Stock were
      registered under the Securities Act at the request of such holder, any
      preliminary prospectus or final prospectus contained therein, or any amendment
      or supplement thereto.





7


(iii)  The
      Consultant shall, if requested by Plastinum, enter into an underwriting
      agreement or similar agreement containing customary indemnification provisions
      substantially similar to those in this Section 11.





**12.**  **NOTICE** .
      All
      notices and other communications from the Company to the Holder shall be given
      in accordance with the Consulting Agreement.





**13.**  **HEADINGS;
      SECTION REFERENCE** .
      The
      headings in this Warrant are for purposes of convenience in reference only,
      and
      shall not be deemed to constitute a part hereof. All Section references herein
      are references, to Sections of this Warrant unless specified
      otherwise.





**14.**  **LAW
      GOVERNING** .
      . This
      Warrant shall be construed and enforced in accordance with, and governed by,
      the
      internal laws of the State of New York, without regard to its conflict of laws
      rules. The Company hereby consents to the jurisdiction of any state or federal
      court located within the County of Nassau, State of New York, and irrevocably
      agrees that all actions or proceedings relating to this Warrant may be litigated
      in such courts, and the Company waives any objection which it may have based
      on
      improper venue or forum non-conveniens to the
      conduct of any proceeding in any such court.





**15.**  **NO
      IMPAIRMENT** .
      The
      Company will not, by amendment of its Articles of Incorporation or bylaws,
      or
      through reorganization, consolidation, merger, dissolution, issue or sale of
      securities, sale of assets or any other voluntary action, avoid or seek to
      avoid
      the observance or performance of any of the terms of this Warrant, but will
      at
      all times in good faith assist in the carrying out of all such terms and in
      the
      taking of all such action as may be necessary or appropriate in order to protect
      the rights of the Registered Holder of this Warrant against impairment. Without
      limiting the generality of the foregoing, the Company: (a) will not increase
      the
      par value of any shares of stock issuable upon the exercise of this Warrant
      above the amount payable therefor upon such exercise and (b) will take all
      such
      action as may be necessary or appropriate in order that the Company may validly
      and legally issue fully paid and non-assessable shares of Warrant Stock upon
      exercise of this Warrant.





**16.**  **SEVERABILITY** .
      If any
      term, provision, covenant or restriction of this Warrant is held by a court
      of
      competent jurisdiction to be invalid, void or unenforceable, the remainder
      of
      the terms, provisions, covenants and restrictions of this Warrant shall remain
      in full force and effect and shall in no way be affected, impaired or
      invalidated.





**17.**  **COUNTERPARTS** .
      For the
      convenience of the parties, any number of counterparts of this Warrant may
      be
      executed by the parties hereto and each such executed counterpart shall be,
      and
      shall be deemed to be, an original instrument.





**18.**  **NO
      INCONSISTENT AGREEMENTS** .
      The
      Company will not on or after the date of this Warrant enter into any agreement
      with respect to its securities which is inconsistent with the rights granted
      to
      the Holder or otherwise conflicts with the provisions hereof.





8


**19.**  **SATURDAYS,
      SUNDAYS AND HOLIDAYS** .
      If the
      Expiration Date falls on a Saturday, Sunday or legal holiday, the Expiration
      Date shall automatically be extended until 5:00 P.M. the next business
      day.





[The
      signature page follows]


9


**IN
      WITNESS WHEREOF** ,
      NGH and
      Plastinum have executed this Warrant as of March __, 2007.




**NEW
                GENERATION HOLDINGS, INC.**
              
              
              
              By:____________________________
              Name:
              Title:
              
              
              
              **PLASTINUM
                CORP.**
              **(f/k/a
                New Generation Plastic, Inc.)**
              
              
              
              By:____________________________
              Name:
              Title:





[Signature
      Page to Warrant]




10


**EXHIBIT
      1**





**NOTICE
      OF EXERCISE**





**(To
      be executed upon exercise of Warrant)**





**NEW
      GENERATION HOLDINGS, INC.**


**PLASTINUM
      CORP. (f/k/a New Generation Plastic, Inc.)**





The
      undersigned hereby irrevocably elects to exercise the right of purchase
      represented by the within Warrant Certificate for, and to purchase thereunder,
      the securities of (CHECK ONE) _____ **NEW
      GENERATION HOLDINGS, INC.** or **_________ PLASTINUM CORP. (f/k/a New Generation Plastic, Inc.)** as
      provided for therein, and (check the applicable box):





1.
            Tenders
                herewith payment of the exercise price in full in the form of cash
                or a
                certified or official bank check in same-day funds in the amount
                of
                $_______ for __________ such
                securities.





2.
            Elects
                the Easy Sale Exercise option pursuant to Section 2.3 of the Warrant,
                and
                accordingly requests delivery of a net of ________ of such
                securities.





Please
      issue a certificate or certificates for such securities in the name of, and
      pay
      any cash for any fractional share to (please print name, address and social
      security number):





Name:
            ______________________________________


Address:
            ______________________________________


Signature:
            ______________________________________





Note:
      The
      above signature should correspond exactly with the name on the first page of
      this Warrant Certificate or with the name of the assignee appearing in the
      assignment form below.





If
      said
      number of shares shall not be all the shares purchasable under the within
      Warrant Certificate, a new Warrant Certificate is to be issued in the name
      of
      said undersigned for the balance remaining of the shares purchasable thereunder
      rounded up to the next higher whole number of shares.