Filed by sedaredgar.com - EV Transportation, Inc. - Exhibit 10.4






THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

	Warrant No. SPN - 1 	October 9, 2008 


EV TRANSPORTATION, INC.

WARRANT TO PURCHASE COMMON STOCK

**** 30,227,500 Shares of Common Stock ****

          THIS
WARRANT CERTIFIES THAT, for value received, PLETHORA PARTNERS LLC, or
registered assigns (the “Holder”), is entitled to subscribe for and
purchase from EV Transportation, Inc., a Nevada corporation (the
“Company”), with its principal offices located at 5500 West Century
Boulevard, Los Angeles, California 90045, up to and including the number of
fully paid and nonassessable shares of common stock, par value $0.001 per share
(the “Common Stock”) of the Company set forth above (the “Warrant
Shares”), at the exercise price of $1.30 per share (the “Warrant
Exercise Price”) (and as adjusted from time to time pursuant to Section 3
hereof), in accordance with the exercise procedure set forth in Section 1 hereof
and prior to or upon October 9, 2013 (the “Expiration Date”), subject to
the provisions and upon the terms and conditions hereinafter set forth.

          This
Warrant is issued in connection with a certain Secured Promissory Note and
Warrant Purchase Agreement, dated as of the date hereof (as amended, modified or
supplemented, the “Note Purchase Agreement”), between Company,
Holder and EV Rental Cars, LLC, a California limited liability company and
wholly owned subsidiary of Company (the “Subsidiary”). Pursuant to the
Note Purchase Agreement, Subsidiary executed a Secured Promissory Note, dated as
of the date hereof (as amended, modified or supplemented, the “Note”), in
favor of Holder in the principal amount of $300,000, bearing interest at 10% per
annum. Also, pursuant to the Note Purchase Agreement, Subsidiary executed a
Security Agreement, dated as of the date hereof (as amended, modified or
supplemented, the “Security Agreement”), pursuant to which Subsidiary
granted Holder a security interest in certain Collateral (as such term is
defined in the Security Agreement) to secure its obligations under the Note.
Terms used but not defined in this Warrant shall have the meanings given in the
Note Purchase Agreement, the Note, the Security Agreement or the Guaranty
(together with this Warrant, the “Loan Documents”).

          1.
Exercise Procedure; Method of Exercise; Cash Payment; Issuance of New
Warrant. 

                   
(a) Permissible Exercise Period. The Warrant shall not be exercisable by
Holder, under any circumstances whatsoever, at any time prior to December 3,
2008, the Maturity Date of the Note; provided, however, that if the
Maturity Date of the Note is extended, the Warrant shall not be exercisable by
Holder at any time prior to January 5, 2009, the Extended Maturity Date of the
Note; and provided, further, that if the Extended Maturity Date is
extended, the Warrant shall not be exercisable by Holder at any time prior to
such further extended maturity date. Subject to the provisions of this Warrant,
the purchase right represented by this Warrant may be exercised by the Holder
hereof, in whole or in part and from time to time, after the 




Maturity Date (or, if applicable, the Extended Maturity Date or
any further extended maturity date) of the Note, at the election of the Holder
hereof, if and only if all of the following conditions have been
satisfied: 

		(i) 	
      Holder shall have declared the Company and Subsidiary in
      default of its obligations under the Note, the Note Purchase Agreement or
      any other Loan Document; 

	 	  	
       

		(ii) 	
      Holder shall have sent Subsidiary (and provided Company
      with a copy of) a written notice of default declaring Subsidiary in
      default of the Note and specifying in reasonable detail the reasons
      claimed for such default (the “Notice of Default”), subject
      to any notice and cure period under the Note; 

	 	  	
       

		(iii) 	
      Subsidiary shall have been given a maximum of sixty (60)
      calendar days from the date of its receipt of the Notice of Default to pay
      Holder all amounts due and owing under the Note or liquidate the
      Collateral in order to satisfy its obligations to Holder under the Note
      (the “Cure Period”); 

	 	  	
       

	 	(iv) 	
      Upon the earlier to occur of: 

	 	  	  
	 	  	         
      (1)      the expiration of the Cure Period; or
  
	 	  	  
			         
      (2)      the actual date that the all of the
      Collateral has been liquidated by Subsidiary; 
	 	  	  
			
      Holder shall have sent Subsidiary (and provided Company
      with a copy of) a written demand (the “Demand Letter”) for all
      amounts still owing to Holder under the Note (any such amount, the
      “Deficiency”); AND 

	 	  	
       

		(v) 	
      Subsidiary shall have been given a maximum of thirty (30)
      calendar days from the date of its receipt of the Demand Letter to pay any
      claimed Deficiency (the “Final Cure Period”).




                   
Notwithstanding the requirements of Sections (1)(a)(i) through (1)(a)(v) above,
if Subsidiary or Company voluntarily files for bankruptcy protection, then, at
any time after such filing, Holder may immediately exercise the Warrant without
regard to such requirements. Further, notwithstanding the requirements of
Sections (1)(a)(i) through (1)(a)(v) above, if Company redeems the Redeemable
Warrants in accordance with Section 6 hereof, then, at any time after the
Redemption Date, Holder may exercise the Remaining Warrants without regard to
such requirements. 

                   
(b) Subject to the provisions of this Warrant, if Holder elects to exercise this
Warrant, Holder shall surrender this Warrant (with the notice of exercise
substantially in the form attached hereto as Exhibit A duly
completed and executed) at the principal executive offices of Company,
accompanied by (i) payment to Company, by: (a) certified or bank check
acceptable to Company; (b) cancellation by Holder of bona fide indebtedness of
Company to Holder, if agreed to in advance in writing by Company in the
Company’s sole and absolute discretion; (c) by wire transfer to an account
designated by Company; or (d) any combination of (a), (b) and (c), of an amount
equal to the then applicable Warrant Exercise Price multiplied by the number of
Warrant Shares then being purchased, or (ii) notice to the Company that this
Warrant is being exercised pursuant to a Cashless Exercise (as defined in
Section 5(a)).

2




                   
(c) The person or persons in whose name(s) any certificate(s) representing the
Warrant Shares shall be deemed to have become the holder(s) of record of, and
shall be treated for all purposes as the record holder(s) of, the shares
represented thereby (and such shares shall be deemed to have been issued)
immediately prior to the close of business on the date or dates upon which this
Warrant is exercised. In the event of any exercise of the rights represented by
this Warrant, certificates for the Warrant Shares so purchased shall be
delivered to the Holder hereof as soon as possible and in any event within five
(5) Business Days after such exercise and, unless this Warrant has been fully
exercised or expired, a new warrant having the same terms as this Warrant and
representing the remaining portion of such shares, if any, with respect to which
this Warrant shall not then have been exercised shall also be issued to the
Holder hereof as soon as possible and in any event within such five (5) Business
Day period. For purposes of this Warrant, the term “Business Day” means
any day other than Saturday, Sunday or other day on which commercial banks in
Los Angeles, California are authorized or required by law to remain closed.

          2.
Reservation of Shares. During the period within which the rights
represented by this Warrant may be exercised, the Company will at all times have
authorized, and reserved for the purpose of the issuance upon exercise of the
purchase rights evidenced by this Warrant a sufficient number of shares of its
capital stock to provide for the exercise of the rights represented by this
Warrant.

          3.
Adjustment of Warrant Exercise Price and Number of Shares. The number and
kind of securities purchasable upon the exercise of this Warrant and the Warrant
Exercise Price (and the number of shares subject to this Warrant pursuant to
Section 6) shall be subject to adjustment to the nearest whole share (one-half
and greater being rounded upward) and nearest cent (one-half cent and greater
being rounded upward) from time to time upon the occurrence of certain events,
as follows. Each of the adjustments provided by the subsections below shall be
deemed separate adjustments and any adjustment of this Warrant pursuant to one
subsection of this Section 3 shall preclude additional adjustments for the same
event or transaction by the remaining subsections.

                   
(a) Reclassification. In case of any reclassification or change of
securities of the class issuable upon exercise of this Warrant (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination) into the same or a
different number or class of securities, the Company shall duly execute and
deliver to the Holder of this Warrant a new warrant (in form and substance
reasonably satisfactory to the Holder of this Warrant), so that the Holder of
this Warrant shall thereafter be entitled to receive upon exercise of this
Warrant, at a total purchase price not to exceed that payable upon the exercise
of the unexercised portion of this Warrant, and in lieu of the shares of Common
Stock theretofore issuable upon exercise of this Warrant, the kind and amount of
shares of stock, other securities, money and property receivable upon such
reclassification or change by a holder of the number of shares then purchasable
under this Warrant. The Company shall deliver such new warrant as soon as
possible and in any event within five (5) Business Days after such
reclassification or change. Such new warrant shall provide for adjustments that
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 3. The provisions of this subparagraph (a) shall similarly
apply to successive reclassifications or changes.

                   
(b) Stock Splits or Combination of Shares. If the Company at any time
while this Warrant remains outstanding and unexpired shall subdivide (by stock
split) or combine (by reverse stock split) its outstanding shares of capital
stock of the class into which this Warrant is exercisable, the Warrant Exercise
Price shall be proportionately decreased in the case of a subdivision or
increased in the case of a combination, effective at the close of business on
the date the subdivision or combination becomes effective and the number of
shares of Common Stock issuable upon exercise of this Warrant shall be
proportionately 

3




increased in the case of a subdivision or decreased in the case
of a combination, and in each case to the nearest whole share, effective at the
close of business on the date the subdivision or combination becomes effective.
The provisions of this subparagraph (b) shall similarly apply to successive
subdivisions or combinations of outstanding shares of capital stock into which
this Warrant is exercisable.

                   
(c) Common Stock Dividends. If the Company at any time while this Warrant
is outstanding and unexpired shall pay a dividend with respect to Common Stock
payable in Common Stock, then: (i) the Warrant Exercise Price shall be adjusted,
from and after the date of determination of stockholders entitled to receive
such dividend or distribution (the “Record Date”), to that price
determined by multiplying the Warrant Exercise Price in effect immediately prior
to such date of determination by a fraction (A) the numerator of which shall be
the total number of shares of Common Stock outstanding immediately prior to such
dividend or distribution, and (B) the denominator of which shall be the total
number of shares of Common Stock outstanding immediately after such dividend or
distribution and (ii) the number of shares of Common Stock issuable upon
exercise of this Warrant shall be proportionately adjusted, to the nearest whole
share, from and after the Record Date by multiplying the number of shares of
Common Stock purchasable hereunder immediately prior to such Record Date by a
fraction (A) the numerator of which shall be the total number of shares of
Common Stock outstanding immediately after such dividend or distribution, and
(B) the denominator of which shall be the total number of shares of Common Stock
outstanding immediately prior to such dividend or distribution. The provisions
of this subparagraph (c) shall similarly apply to successive Common Stock
dividends by the Company.

                   
(d) Certain Issuance of Securities. If the Company shall at any time or
from time to time while this Warrant is outstanding (A) issue shares of Common
Stock, stock or securities (other than Options) directly or indirectly
convertible into or exchangeable or exercisable for Common Stock
(“Convertible Securities”), or rights, warrants or options to
subscribe for or purchase shares of Common Stock or Convertible Securities
(“Options”) entitling the recipient thereof to subscribe for or purchase shares
of Common Stock, at a price per share or (B) amend or otherwise modify the terms
of any Convertible Securities or Options to a price per share (such issuance,
subscription or purchase price or amended or modified price being referred to as
the “New Issue Price”), in either case, less than the Warrant Exercise
Price then in effect, then the Warrant Exercise Price in effect at the opening
of business on the day next following such issuance shall be adjusted to equal
the New Issue Price. Such adjustment shall become effective immediately upon the
opening of business on the day next following such issuance. In determining
whether any shares of Common Stock are issued or issuable, or Convertible
Securities or Options entitle the holders of Warrants to subscribe for or
purchase shares of Common Stock at less than such Warrant Exercise Price, there
shall be taken into account any consideration received by the Company upon
issuance of any such securities, the conversion of any such Convertible
Securities and upon exercise of such Options the value of such consideration, if
other than cash, to be determined in good faith by the Board of Directors of the
Company in the exercise of their fiduciary duty, with the concurrence of the
holders of at least a majority of the Warrants then outstanding. Notwithstanding
the foregoing or any other provision herein to the contrary, no adjustment to
the Warrant Exercise Price will be required as a result of any (i) shares of
Common Stock issued or deemed to have been issued by the Company pursuant to an
employee benefit plan that has been approved by the Board of Directors and
stockholders of the Company prior to or on the date of the Note Purchase
Agreement, pursuant to which the Company’s securities may be issued to any
consultant, employee, officer or director for services provided to the Company
(an “Approved Stock Plan”); (ii) shares issued or deemed to have been
issued upon the conversion, exchange or exercise of any Option or Convertible
Security outstanding on the date prior to or on the date of the Note Purchase
Agreement, provided that the terms of such Option or Convertible Security
are not amended or otherwise modified on or after the date of the Note Purchase
Agreement, and provided that the conversion price, exchange price, 

4




exercise price or other purchase price is not reduced, adjusted
or otherwise modified and the number of shares of Common Stock issued or
issuable is not increased (whether by operation of, or in accordance with, the
relevant governing documents or otherwise) on or after the date of the Note
Purchase Agreement; and (ii) shares of the Common Stock issued or deemed to have
been issued by the Company upon exercise of this Warrant (each such issuance, an
“Exempted Issuance”). 

                   
(e) Certain Distributions. In case the Company shall at any time or from
time to time while this Warrant is outstanding distribute to all holders of
shares of Common Stock (including any such distribution made in connection with
a merger or consolidation in which the Company is the resulting or surviving
person and the Common Stock is not changed or exchanged) cash, evidences of
indebtedness of the Company, any subsidiary or another issuer, securities of the
Company (including Convertible Securities), any subsidiary or another issuer or
other assets (excluding dividends payable in shares of Common Stock for which
adjustment is made under another paragraph of this Section 3 and any
distribution in connection with an Exempted Issuance) or Options to subscribe
for or purchase of any of the foregoing, then, and in each such case, the
Warrant Exercise Price then in effect shall be adjusted (and any other
appropriate actions shall be taken by the Company) by multiplying the Warrant
Exercise Price in effect immediately prior to the date of such distribution by a
fraction (x) the numerator of which shall be the Weighted Average Price of the
Common Stock for the five (5) consecutive Trading Days immediately prior to the
date of distribution less the then fair market value (as determined by the Board
of Directors in the exercise of their fiduciary duties with the concurrence of
the holders of at least a majority of the Warrants then outstanding) of the
portion of the cash, evidences of indebtedness, securities or other assets so
distributed or of such Options to subscribe applicable to one share of Common
Stock and (y) the denominator of which shall be the Weighted Average Price of
the Common Stock for the five (5) consecutive Trading Days immediately prior to
the date of distribution (but such fraction shall not be greater than one). Such
adjustment shall be made whenever any such distribution is made and shall become
effective retroactively to a date immediately following the close of business on
the record date for the determination of stockholders entitled to receive such
distribution.

                   
(f) Tender Offer. In the event that the Company shall at any time or from
time to time while this Warrant is outstanding make a payment of cash or other
consideration to the holders of shares of Common Stock in respect of a tender
offer or exchange offer, other than an odd-lot offer, and the value of the sum
of (i) the aggregate cash and other consideration paid for such shares of Common
Stock, and (ii) any other consent or other fees paid to holders of shares of
Common Stock in respect of such tender offer or exchange offer, expressed as an
amount per share of Common Stock validly tendered or exchanged pursuant to such
tender offer or exchange offer, exceeds the Weighted Average Price of the Common
Stock on the Trading Day immediately prior to the date any such tender offer or
exchange offer is first publicly announced (the “Announcement Date”),
then the Warrant Exercise Price shall be adjusted in accordance with the
formula:

	                   
      R’ = R (O’ x P) 
	                           
      F + (P x O) 
	 
	                   
      For purposes of the foregoing formula: 
	 
	                   
      R = the Warrant Exercise Price in effect at the expiration time of the
      tender offer or exchange offer that is the subject of this Section
      4(e)(iv) (the “Expiration Time”); 
	 
	                   
      R’ = the Warrant Exercise Price in effect immediately after the expiration
      time; 


5




                   
F = the fair market value (as determined by the Board of Directors in the
exercise of their fiduciary duties with the concurrence of the Holder) of the
aggregate value of all cash and any other consideration paid or payable for
shares of Common Stock validly tendered or exchanged and not withdrawn prior to
the Expiration Time (the “Purchased Shares”);

                   
O = the number of shares of Common Stock outstanding immediately after the
Expiration Time less any Purchased Shares;

                   
O’ = the number of shares of Common Stock outstanding immediately after the
Expiration Time, plus any Purchased Shares; and

                   
P = the Weighted Average Price of the Common Stock on the Trading Day next
succeeding the Announcement Date.

                   
Such decrease, if any, shall become effective immediately upon the opening of
business on the day next following the Expiration Time. In the event that
Company is obligated to purchase shares pursuant to any tender offer, but the
Company is prevented by applicable law from effecting any such purchases or all
such purchases are rescinded, the Warrant Exercise Price shall again be adjusted
to the Warrant Exercise Price that would then be in effect if such tender or
exchange offer had not been made. If the application of this Section 3(f) to any
tender or exchange offer would result in an increase in the Warrant Exercise
Price, no adjustment shall be made for such tender or exchange offer under this
Section 3(f)

                   
(g) No adjustment in the Warrant Exercise Price shall be required unless such
adjustment would require a cumulative decrease of at least $0.01 in such price;
provided, however, that any adjustments that by reason of this
Section 3 are not required to be made shall be carried forward and taken into
account in any subsequent adjustment until made. All calculations under this
Section 3(g) shall be made to the nearest cent (with $.005 being rounded upward)
or to the nearest one-tenth of a share (with .05 of a share being rounded
upward), as the case may be.

                   
(h) In any case in which Section 3 provides that an adjustment shall become
effective on the day next following the record date for an event, the Company
may without penalty defer until the occurrence of such event issuing to the
Holder with respect to any part of this Warrant exercised after such record date
and before the occurrence of such event the additional shares of Common Stock
issuable upon such exercise by reason of the adjustment required by such event
over and above the shares of Common Stock issuable upon such conversion before
giving effect to such adjustment.

                   
(i) If, at any time or from time to time while this Warrant is outstanding any
event occurs of the type contemplated by the provisions of this Section 3 but
not expressly provided for by such provisions (including the granting of stock
appreciation rights, phantom stock rights or other rights with equity features),
then the Company’s Board of Directors will make an appropriate adjustment in the
Warrant Exercise Price so as to protect the rights of the holder; provided that
no such adjustment will increase the Warrant Exercise Price as otherwise
determined pursuant to this Section 3.

                   
(j) Exercise of Redemption Option by Company. If Company elects to redeem
the Redeemable Warrants pursuant to Section 6 hereof, the Warrant Exercise Price
with respect to the Remaining Warrants shall automatically be adjusted to the
lower of $1.10 per share or the Closing Price per share (as defined in Section 5
below) on the Redemption Date.

6




                   
(k) Event of Default under the Note. Upon Subsidiary and Company’s
receipt of a Notice of Default from Holder, the Warrant Exercise Price shall be
adjusted to the higher of the book value per share of Company’s Common Stock or
$0.01 per share. 

          4.
Notice of Adjustments. Whenever the Warrant Exercise Price or the number
of shares of Common Stock purchasable hereunder shall be adjusted pursuant to
Section 3 above, the Company shall deliver a written notice, setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated, and the Warrant
Exercise Price and the number of shares of Common Stock purchasable hereunder
after giving effect to such adjustment, and shall use commercially reasonable
efforts to cause copies of such notice to be delivered to the Holder of this
Warrant within three (3) Business Days after the occurrence of the event
resulting in such adjustment at such Holder’s last known address in accordance
with Section 10 hereof.

          5.
Cashless Exercise.

                   
(a) If the Closing Price (as defined below) of one share of Common Stock is
greater than the Warrant Exercise Price, in lieu of exercising this Warrant for
cash, the Holder may elect to receive shares of Common Stock equal to the value
(as determined below) of this Warrant (or the portion thereof being canceled) by
surrender of this Warrant at the principal office of the Company together with a
duly completed and endorsed Notice of Exercise attached to this Warrant and a
written notice of the Holder’s intention to effect a cashless exercise pursuant
to this Section 5, in which event the Company shall issue to the Holder a number
of shares of Common Stock computed using the following formula (a “Cashless
Exercise”):

	                                                           
      X = Y (A-B) 
	                                                                       
      A 



	Where 	X = 	
      the number of shares of Common Stock to be issued to the
      Holder 

	  	  	
      

		Y = 	
      the number of shares of Common Stock exercisable under
      the Warrant or, if only a portion of the Warrant is being exercised, the
      portion of the Warrant being canceled. 

	  	  	
      

		A = 	
      the Closing Price of one share of Common Stock on the
      date immediately preceding the date of the Exercise Notice. 

	  	  	
      

		B = 	
      the Warrant Exercise Price then in effect for the
      applicable Warrant Shares at the time of such exercise.




          For
example, if the Holder is exercising 10,000 Warrants with a per Warrant Exercise
Price of $1.50 per share through a cashless exercise when the current Closing
Price per share of the Common Stock is $3.00 per share, then upon such cashless
exercise, the Holder will receive 5,000 Warrant Shares.

                   
(b) For purposes of this Warrant, the term “Closing Price” as of any
date, means:

                   
(i) if at the time of exercise the shares of Common Stock shall be listed for
trading on the National Association of Securities Dealers, Inc. Over -The -
Counter Bulletin Board (“OTCBB”) or on a national securities exchange,
the dollar volume-weighted average price for the Common Stock on the OTCBB or
any national securities exchange on which the Common Stock shall then trade
(whichever of them shall be the principal trading market on which the Common
Stock shall then trade) as reported by Bloomberg Financial Markets (or any
successor thereto, “Bloomberg”) 

7




through its “Volume at Price”
functions, for the five (5) Trading Days immediately preceding such date (or all
such Trading Days if the Common Stock has been traded fewer than five (5)
Trading Days), or, if no dollar volume-weighted average price is reported for
such security by Bloomberg for such time period, the average of the highest
closing bid price and the lowest closing ask price of any of the market makers
for such security as reported in the “pink sheets” by the Pink OTC Market; or


                   
(ii) if at the time of exercise the Common Stock is not listed for trading on
the OTCBB, on a national securities exchange or in the Pink OTC Market, the
price per share shall be determined in good faith by the Company’s Board of
Directors.

                   
(c) Shares issued pursuant to the foregoing cashless exercise right shall be
treated as if they were issued upon the exercise of this Warrant. The manner of
determining the Closing Price of the Warrant Shares set forth in the foregoing
definition shall apply with respect to any other security in respect of which a
determination as to market value must be made hereunder.

                   
(d) For purposes of this Warrant, the term “Trading Day” shall mean any
day on which the Common Stock is traded for any period on the OTCBB, any
national securities exchange on which the Common Stock shall then trade or the
Pink OTC Market (whichever of them shall be the principal trading market on
which the Common Stock shall then trade).

          6.
Redemption Option.

                   
(a) At any time (i) prior to the exercise of the Warrant and (ii) after the
payment in full by Subsidiary (or Company on behalf of Subsidiary) of all
amounts owing to Holder under the Note and Loan Documents, Company shall have
the right, but not the obligation, to redeem, in whole, that portion of this
Warrant representing the right to purchase 29,018,400 shares of Company’s Common
Stock (the “Redeemable Warrants”) for an aggregate redemption price of
$10,000 (the “Redemption Price”). If Company elects to redeem the
Redeemable Warrants, Company shall send Holder prior written notice (the
“Redemption Notice”) of Company’s election to do so. Within three (3)
Business Days of its receipt of the Redemption Notice, Holder shall surrender
this Warrant at the principal executive office of Company. Within twenty (20)
Business Days of Company’s receipt of this Warrant, Company shall pay and
deliver to Holder the Redemption Price, in immediately available funds, and
shall issue and deliver to Holder a new warrant representing the right to
purchase 1,209,100 shares of Company’s Common Stock (the “Remaining
Warrants”) (the date of payment of the Redemption Price and delivery of
the Remaining Warrants, the “Redemption Date”). The exercise price of the
Remaining Warrants shall be adjusted according to the provisions of Section 3(j)
above.

          7.
Fractional Shares. No fractional shares will be issued in connection with
any exercise hereunder, but in lieu of such fractional shares, the number of
shares of Common Stock to be issued shall be rounded up to the nearest whole
number.

          8.
Compliance with Securities Act of 1933; Transfer of Warrant or
Shares.

                   
(a) Compliance with Securities Act of 1933. The Holder of this Warrant,
by acceptance hereof, agrees that this Warrant, the Warrant Shares and the
capital stock issuable upon conversion of the Warrant Shares (collectively, the
“Securities”) are being acquired for investment and that such holder will
not offer, sell, transfer or otherwise dispose of the Securities except under
circumstances which will not result in a violation of the Securities Act of
1933, as amended (the “Securities Act”) and any applicable state
securities laws. Upon exercise of this Warrant, unless the Warrant Shares being
acquired are registered 

8




under the Securities Act and any applicable state securities
laws or an exemption from such registration is available, the Holder hereof
shall confirm in writing that the Warrant Shares so purchased are being acquired
for investment and not with a view toward distribution or resale in violation of
the Securities Act and shall confirm such other matters related thereto as may
be reasonably requested by the Company. The Warrant Shares (unless registered
under the Securities Act and any applicable state securities laws) shall be
stamped or imprinted with a legend in substantially the following form:


	
      THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR
      SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN
      OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH
      REGISTRATION IS NOT REQUIRED. 




          Such
legend shall be removed by the Company, upon the request of a Holder, at such
time as the restrictions on the transfer of the applicable security shall have
terminated.

                   
(b) Transferability of the Warrant. Subject to compliance with Section
8(c) below, which provisions are intended to ensure compliance with applicable
federal and states securities laws, the Securities may be transferred by the
Holder hereof, in whole or in part and from time to time.

                   
(c) Method of Transfer. With respect to any offer, sale, transfer or
other disposition of the Securities, the Holder hereof shall prior to such
offer, sale, transfer or other disposition:

          (i)
surrender this Warrant or certificate representing Warrant Shares at the
principal executive offices of the Company or provide evidence reasonably
satisfactory to the Company of the loss, theft or destruction of this Warrant or
certificate representing Warrant Shares and an indemnity agreement reasonable
satisfactory to the Company,

          (ii) pay
any applicable transfer taxes or establish to the satisfaction of the Company
that such taxes have been paid,

          (iii)
deliver a written assignment to the Company in substantially the form attached
hereto as Exhibit B or appropriate stock power duly completed and
executed prior to transfer, describing briefly the manner thereof, and

          (iv)
deliver a written opinion of such Holder’s counsel, or other evidence, if
reasonably requested by the Company, to the effect that such offer, sale,
transfer or other disposition may be effected without registration or
qualification (under the Securities Act as then in effect and any applicable
state securities law then in effect) of the Securities.

          As soon
as reasonably practicable after receiving the items set forth above, the Company
shall notify the Holder that it may sell, transfer or otherwise dispose of the
Securities, all in accordance with the terms of the notice delivered to the
Company. If a determination has been made pursuant to this Section 8(c) that the
opinion of counsel for the Holder or other evidence is not reasonably
satisfactory to the Company, the Company shall so notify the Holder promptly
with details of such determination. Notwithstanding the foregoing, the
Securities may, as to such federal laws, be offered, sold or otherwise disposed
of in accordance with Rule 144 under the Securities Act if the Company satisfied
the provisions thereof and provided that the Holder shall furnish such
information as the Company may reasonably request to provide a reasonable 

9




assurance that the provisions of Rule 144 have been satisfied.
Each certificate representing this Warrant or Warrant Shares thus transferred
(except a transfer pursuant to Rule 144 or an effective registration statement)
shall bear a legend as to the applicable restrictions on transferability in
order to ensure compliance with applicable federal and state securities laws,
unless in the aforesaid opinion of counsel to the Holder and to the reasonable
satisfaction of the Company, such legend is not required in order to ensure
compliance with such laws. Upon any partial transfer of this Warrant, the
Company will issue and deliver to such new holder a new warrant (in form and
substance similar to this Warrant) with respect to the portion transferred and
will issue and deliver to the Holder a new warrant (in form and substance
similar to this Warrant) with respect to the portion not transferred as soon as
possible and in any event within five (5) Business Days after such transfer.

          9. No
Rights as Shareholders; Information. Prior to exercise of this Warrant, the
Holder of this Warrant, as such, shall not be entitled to vote the Warrant
Shares or receive dividends on or be deemed the holder of such shares, nor shall
anything contained herein be construed to confer upon the Holder of this
Warrant, as such, any of the rights of a shareholder of the Company or any right
to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to receive notice of meetings, or to
receive dividends or subscription rights or otherwise until this Warrant shall
have been exercised and the shares of Common Stock purchasable upon the exercise
hereof shall have become deliverable, as provided herein.

          10.
Modification and Waiver; Effect of Amendment or Waiver. This Warrant and
any provision hereof may be modified, amended, waived, discharged or terminated
only by an instrument in writing, designated as an amendment to this Warrant and
executed by a duly authorized officer of the Company and the Holder of this
Warrant. Any waiver or amendment effected in accordance with this Section 10
shall be binding upon the Holder, each future holder of this Warrant or of any
shares purchased under this Warrant (including securities into which such shares
have been converted) and the Company.

          11.
Notices. Any notice, request, communication or other document required or
permitted to be given or delivered to the Holder hereof or the Company shall be
delivered by personal delivery, or shall be sent by certified United States
mail, first-class postage prepaid or by overnight delivery using a nationally
recognized courier service, to each such holder at its address as shown on the
books of the Company or to the Company at the address first set forth above in
this Warrant. All such notices, requests, communications or other documents
shall be deemed to have been received by the recipient: (i) in the case of
personal delivery, on the date of such delivery, (ii) in the case of delivery by
a nationally recognized courier service, on the next Business Day subsequent to
deposit with the courier and (iii) in the case of mailing, on the fourth
Business Day following the date of deposit in the United States mails,
first-class postage prepaid. The Company will give written notice to the holder
of this Warrant at least ten (10) Business Days prior to the date on which the
Company closes its books or takes a record (A) with respect to any dividend or
distribution upon the Common Stock, (B) with respect to any pro rata
subscription offer to holders of Common Stock or (C) for determining rights to
vote with respect to any recapitalization, reorganization, reclassification,
consolidation, merger, self tender offer for all or substantially all shares of
Common Stock, sale of all or substantially all of the Company’s assets to
another Person or other transaction that is effected in such a way that holders
of Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange for
Common Stock (an “Organic Change”), dissolution or liquidation,
provided that such information shall be made known to the public prior to
or in conjunction with such notice being provided to such holder to the extent
it is material non-public information. The Company will also give written notice
to the holder of this Warrant at least ten (10) Business Days prior to the date
on which any Organic Change, dissolution or liquidation will take place,
provided that such information shall be made 

10




known to the public prior to or in conjunction with such notice
being provided to such holder to the extent it is material non-public
information.

          12.
Successors. The obligations of the Company relating to the Warrant Shares
shall inure to the benefit of the successors and assigns of the Holder hereof
and shall be binding upon any successor entity. Upon such event, the successor
entity shall assume the obligations of this Warrant, and this Warrant (or any
substitute warrant as provided hereinbefore) shall be exercisable for the
securities, cash and property of the successor entity on the terms provided
herein.

          13.
Lost Warrants or Stock Certificates. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant or any stock certificate and, in the case of any such loss, theft
or destruction, upon receipt of an indemnity agreement reasonably satisfactory
to the Company, or in the case of any such mutilation upon surrender and
cancellation of such mutilated Warrant or stock certificate, the Company will
issue and deliver a new warrant (containing the same terms as this Warrant) or
stock certificate, in lieu of the lost, stolen, destroyed or mutilated Warrant
or stock certificate.

          14.
Descriptive Headings. The descriptive headings of the several paragraphs
of this Warrant are inserted for convenience only and do not constitute a part
of this Warrant. The language in this Warrant shall be construed as to its fair
meaning without regard to which party drafted this Warrant.

          15.
Governing Law; Jurisdiction. This Warrant shall be construed and enforced
in accordance with, and the rights of the parties shall be governed by, the laws
of the State of Nevada, without reference to principles governing choice or
conflicts of laws. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City and County of
Los Angeles, California for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, 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, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law.

          16.
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A JURY IN ANY LEGAL PROCEEDING ARISING
OUT OR A RELATED TO THIS AGREEMENT, THE NOTE, AND THE SECURITY AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED THEREBY.

          17.
Entire Agreement. This Warrant constitutes the full and entire
understanding and agreement between the parties with regard to the subject
matter hereof and supersedes all prior and contemporaneous agreements,
representations, and undertakings of the parties, whether oral or written, with
respect to such subject matter.

          18.
No Impairment. The Company will not, by an voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed under this Warrant by the Company, but will at all times in good
faith assist in carrying out all the provisions of this Warrant and in the
taking of all such actions as may be necessary or appropriate in order to
protect the rights of the Holder of this Warrant against impairment.

          19.
Issue Taxes. The Company shall pay any and all issue and other taxes
payable in respect of any issue or delivery of Common Stock upon the exercise of
this Warrant that may be imposed under the laws of

 11




the United States of America or by any state, political
subdivision or taxing authority of the United States of America; provided,
however, that the Company shall not be required to pay any tax or taxes that
may be payable in respect of any transfer involved in the issue or delivery of
any Warrant or certificates for Common Stock in a name other than that of the
registered holder of such Warrant (which shall be treated as a transfer under
Section 8 above), and no such issue or delivery shall be made unless and until
the person or entity requesting the issuance thereof shall have paid to the
Company the amount of such tax or shall have established to the satisfaction of
the Company that such tax has been paid.

          20.
Severability. In the event that any one or more of the provisions
contained in this Warrant shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such provision(s) shall be ineffective only to the
extent of such invalidity, illegality or unenforceability, without invalidating
the remainder of such provision or the remaining provisions of this Warrant and
such invalidity, illegality or unenforceability shall not affect any other
provision of this Warrant, which shall remain in full force and effect.

          21.
Counterparts. This Warrant may be executed in two or more counterparts,
each of which shall be an original, and all of which together shall constitute
one instrument.

          IN
WITNESS WHEREOF, the parties hereto have caused this Warrant to be duly
executed as of the date first written above by its duly authorized officers.

	 	EV TRANSPORTATION, INC. 
	 	a Nevada corporation 
	 	  	  
	 	  	  
	 	By: 	 
    
	 	Name: 	William N. Plamondon 
	 	Title: 	Chief Executive Officer/President



12




EXHIBIT A

NOTICE OF EXERCISE

To: EV TRANSPORTATION, INC. (the
“Company”)

The undersigned hereby exercises the right to purchase
___________________ of the shares of Common Stock (“Warrant Shares”) of
the Company, evidenced by the attached Warrant (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Warrant.

          1.
Form of Warrant Exercise Price. The holder intends that payment of the
Warrant Exercise Price shall be made as:

a “Cash Exercise”
with respect to ______________Warrant Shares; and/or

a “Cashless
Exercise” with respect to ______________ Warrant Shares.

          2.
Payment of Warrant Exercise Price. In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant Shares to be
issued pursuant hereto, the holder shall pay the aggregate Exercise Price in the
sum of $_______________ to the Company in accordance with the terms of the
Warrant.

          3.
Please issue a certificate or certificates representing said shares in the name
of the undersigned or in such other name or names as are specified below:


	 
	(Name) 
	 
	 
	(Address) 
	 
	 
	(City, State) 



          4. The
undersigned represents that the aforesaid shares being acquired for the account
of the undersigned for investment and not with a view to, or for resale in
connection with, the distribution thereof and that the undersigned has no
present intention of distributing or reselling such shares, all except as in
compliance with applicable securities laws, and that the undersigned is an
“accredited investor” within the meaning of Rule 501 of Regulation D promulgated
under the Securities Act of 1933, as amended.

	 	 	 
	(Date) 	 	(Signature)




		
      NOTICE: Signature must be guaranteed by a
      commercial bank or trust company or a member firm of a major stock
      exchange if shares of capital stock are to be issued, or securities are to
      be delivered, other than to or in the name of the registered holder of
      this Warrant. In addition, signature must correspond in all respects with
      the name as written upon the face of the Warrant in every particular
      without alteration or any change whatever. 

	 	 






EXHIBIT B

FORM OF ASSIGNMENT

          FOR
VALUE RECEIVED, the undersigned holder of the attached Warrant hereby
sells, assigns and transfers unto _______________________ whose address is 
_______________________________________ and whose taxpayer identification number
is  _________________ the undersigned’s right, title and interest in and to
the Warrant issued by EV Transportation, Inc., a Nevada corporation (the
“Company”) to purchase _______ shares of the Company’s Common
Stock, and does hereby irrevocably constitute and appoint
__________________________ attorney to transfer said Warrant on the books of the
Company with full power of substitution in the premises.

          In
connection with such sale, assignment, transfer or other disposition of this
Warrant, the undersigned hereby confirms that:

		[     ]	
      such sale, transfer or other disposition may be effected
      without registration or qualification (under the Securities Act as then in
      effect and any applicable state securities law then in effect) of this
      Warrant or the shares of capital stock of the Company issuable thereunder
      and has attached hereto a written opinion of the undersigned’s counsel to
      that effect; or 

	 	 	
       

		[     ]	
      such sale, transfer or other disposition has been
      registered under the Securities Act of 1933, as amended, and registered
      and/or qualified under all applicable state securities laws.
  




	 	 	 
	(Date) 	 	
	 	 	 
	 	 	(Signature)




		
      NOTICE: Signature must correspond in all
      respects with the name as written upon the face of the Warrant in every
      particular without alteration or any change whatever.