THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAW AND ACCORDINGLY
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO A RESIDENT OF THE UNITED STATES, IN THE
ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO, OR (ii) AN
OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT
SUCH REGISTRATION IS NOT REQUIRED, OR (iii) RECEIPT OF A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION, AND OTHERWISE COMPLYING WITH THE
PROVISIONS OF ARTICLE III OF THIS WARRANT.

     

    WARRANT
TO PURCHASE SHARES OF

     

    COMMON
STOCK

     

    AS
HEREIN DESCRIBED

     

    Warrant
No. ____

     

    Dated:
October 12, 2008

     

    This
certifies that for value received:

     

    
      
        

      

    

    (“Investor”)

     

    or
Investor’s registered assigns, is entitled, subject to the terms set forth
herein, to purchase from Green Planet Bioengineering Co., Ltd., a Delaware
corporation (the "Company"), up to _____ as may be adjusted herein fully paid
and non-assessable shares of the Company's Common Stock, at the price of $0.001
per share (the “Exercise Price”).  The initial Exercise Price and the
number of shares purchasable hereunder, are subject to adjustment in certain
events, all as more fully set forth under Article IV of this
Warrant.

     

    ARTICLE
I.

     

    DEFINITIONS

     

    "Additional
Stock" means (i) Common Stock issued by the Company after the Issue Date, (as
defined herein) (ii) Common Stock issuable upon conversion of Convertible
Securities issued by the Company after the Issue Date, and (iii) Common Stock
issuable upon exercise of Options issued by the Company after the Issue Date
(for purposes of this clause (iii), if the Option is to acquire Convertible
Securities, the Common Stock issuable upon conversion of such Convertible
Securities shall be deemed issued).

     

    “Articles
of Incorporation" means the Articles of Incorporation of the Company, as filed
with the Delaware Secretary of State on October 30, 2006 and as amended on
October 2, 2008.

     

    "Commission"
means the Securities and Exchange Commission, or any other federal agency then
administering the Exchange Act or the Securities Act, as defined
herein.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    "Common
Stock" means the Company's Common Shares, par value $0.001, any stock into which
such Common Stock shall have been changed or any stock resulting from any
reclassification of such stock, and any other capital stock of the Company of
any class or series now or hereafter authorized having the right to share in
distributions either of earnings or assets of the Company without limit as to
amount or percentage.

     

    "Common
Stock Outstanding" means at any time all shares of Common Stock that are then
outstanding, plus all shares of Common Stock issuable upon conversion of the
Convertible Securities and all shares of Common Stock issuable upon exercise of
the Options (assuming for this purpose that the securities acquirable upon
exercise of the Options are converted into Common Stock).

     

    "Company"
means Green Planet Bioengineering Co., Ltd., a Delaware corporation, and any
successor corporation.

     

    "Convertible
Securities" means evidences of indebtedness, shares of stock or other securities
which are convertible into or exchangeable for, with or without payment of
additional consideration, shares of Common Stock, either immediately or upon the
arrival of a specified date or the happening of a specified event or
both.

     

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

     

    "Exercise
Period" means the period commencing on the Issue Date and terminating at the
later to occur of: (i) 5:00 p.m., Florida time on the tenth (10th) anniversary
of the Issue Date, or (ii) 5:00 p.m., Florida time on the fifth (5th)
anniversary of the closing of the Company's initial sale and issuance of shares
of Common Stock in an underwritten public offering, pursuant to a
Registration.

     

    "Exercise
Price" means the price per share of Common Stock set forth in the Preamble to
this Warrant, as such price may be adjusted pursuant to Article IV
hereof.

     

    "Fair
Market Value" means

     

    a.           If
shares of Common Stock are being sold pursuant to a Registration and Fair Market
Value is being determined as of the closing of the public offering, the "price
to public" specified for such shares in the final prospectus for such public
offering;

     

    


    b.           If
shares of Common Stock are then listed or admitted to trading on any national
securities exchange or traded on any national market system and Fair Market
Value is not being determined as of the date described in clause (i) of this
definition, the average of the daily closing prices for the ten (10) trading
days before the Issue Date, excluding any trades which are not bona fide, arm's
length transactions.  The closing price for each day shall be the last
sale price on such date or, if no such sale takes place on such date, the
average of the closing bid and asked prices on such date, in each case as
officially reported on the principal national securities exchange or national
market system on which such shares are then listed, admitted to trading or
traded;


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    c.           If
no shares of Common Stock are then listed or admitted to trading on any national
securities exchange or traded on any national market system or being offered to
the public pursuant to a Registration, the average of the reported closing bid
and asked prices thereof on the Issue Date in the over-the-counter market as
shown by the National Association of Securities Dealers automated quotation
system or, if such shares are not then quoted in such system, as published by
the National Quotation Bureau, Incorporated or any similar successor
organization, and in either case as reported by any member firm of the New York
Stock Exchange selected by the Holder for the ten (10) trading days before the
Issue Date; and

     

    d.           If
no shares of Common Stock are then listed or admitted to trading on any national
exchange or traded on any national market system, if no closing bid and asked
prices thereof are then so quoted or published in the over-the-counter market
and if no such shares are being offered to the public pursuant to a
Registration, the Fair Market Value of a share of Common Stock shall be as
determined by the Company's Board of Directors, acting in good
faith.

     

    "Fiscal
Year" means the fiscal year of the Company.

     

    "Holder"
means the person in whose name this Warrant is registered on the books of the
Company maintained for such purpose.

     

    Issue
Date" means October 12, 2008.

     

    "Option"
means any right, warrant or option to subscribe for or purchase shares of Common
Stock or Convertible Securities.

     

    "Person"
means and includes natural persons, corporations, limited partnerships, general
partnerships, limited liability companies, joint stock companies, joint
ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts, government entities and authorities and other organizations,
whether or not legal entities.

     

    "Principal
Executive Office" means the Company's office at 18851 NE 29th Avenue, Suite 700, Aventura, FL
33180, or such other office as designated in writing to the Holder by the
Company.

     

    "Register,"
"Registered" and "Registration" refer to a registration effected by preparing
and filing a registration statement in compliance with the Securities Act, and
the Commission’s declaration or ordering of the effectiveness of such
registration statement.

     

    "Rule
144" means Rule 144 as promulgated by the Commission under the Securities Act,
as such Rule may be amended from time to time, or any similar successor rule
that the Commission may promulgate.

     

    "Securities
Act" means the Securities Act of 1933, as amended, or any successor federal
statute, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect from time to time.

     

    "Shareholder"
means a holder of one or more Warrant Shares or shares of Common Stock acquired
upon the exercise or conversion of any Option or Convertible
Securities.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    "Warrant"
means this Warrant dated as of Issue Date issued to Holder and all warrants
issued upon the partial exercise, transfer or division of or in substitution for
any Warrant.

     

    "Warrant
Shares" means the shares of Common Stock issuable upon the exercise of this
Warrant provided that if under the terms hereof there shall be a change such
that the securities purchasable hereunder shall be issued by an entity other
than the Company or there shall be a change in the type or class of securities
purchasable hereunder, then the term shall mean the securities issuable upon the
exercise of the rights granted hereunder.

     

    ARTICLE
II.

     

    EXERCISE

     

    2.1           Exercise
Right; Manner of Exercise.  The purchase rights represented by
this Warrant may be exercised by the Holder, in whole or in part, at any time
and from time to time during the Exercise Period upon (i) surrender of this
Warrant, together with an executed Notice of Exercise, substantially in the form
of Exhibit "A" attached hereto, at the Principal Executive Office, and (ii)
payment to the Company of the aggregate Exercise Price for the number of Warrant
Shares specified in the Notice of Exercise (such aggregate Exercise Price is
herein referred to as the "Total Exercise Price").  The Total Exercise
Price shall be paid by check or wire transfer.  The Person or
Person(s) in whose name(s) any certificate(s) representing the Warrant Shares
which are issuable upon exercise of this Warrant shall be deemed to become the
holder(s) of, and shall be treated for all purposes as the record holder(s) of,
such Warrant Shares, and such Warrant Shares shall be deemed to have been
issued, immediately prior to the close of business on the date on which this
Warrant and Notice of Exercise are presented and payment made for such Warrant
Shares, notwithstanding that the stock transfer books of the Company shall then
be closed or that certificates representing such Warrant Shares shall not then
be actually delivered to such Person or Person(s).  Certificates for
the Warrant Shares so purchased shall be delivered to the Holder within a
reasonable time, not exceeding fifteen (15) days after this Warrant is
exercised.  If this Warrant is exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, deliver a new Warrant
(containing the same terms and conditions as set forth in this Warrant, as may
be amended from time to time by the parties hereto) evidencing the rights of the
Holder to purchase the balance of the Warrant Shares which Holder is entitled to
purchase hereunder.  The issuance of Warrant Shares upon exercise of
this Warrant shall be made without charge to the Holder for any issuance tax
with respect thereto or any other cost incurred by the Company in connection
with the exercise of this Warrant and the related issuance of Warrant
Shares.

     

    2.2           Conversion of
Warrant.

     

    a.           Cashless
Exercise.  In addition to, and without limiting, the other rights of
the Holder hereunder, the Holder shall have the right (the "Conversion Right")
to convert this Warrant or any part hereof into Warrant Shares at any time and
from time to time during the term hereof as set forth in this Section
2.2.  Upon exercise of the Conversion Right with respect to a
particular number of Warrant Shares (the "Converted Warrant Shares"), the
Company shall deliver to the Holder, without payment by the Holder of any
Exercise Price or any cash or other consideration, that number of Warrant Shares
computed using the following formula:


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    
      
        
          	
                  X=

                	
                  B-A

                
	 
      	
                  Y

                


        

      

    

     

    Where:

     

    
      	
              
              

            	
              X= 

            	
              The
      number of Warrant Shares to be issued to the
  Holder

            


    

     

    
      	
               
      

            	
              Y=

            	
              The
      Fair Market Value of  one Warrant Share as of the Conversion
      Date

            


    

     

    
      	
               
      

            	
              B=

            	
              The
      Aggregate Fair Market Value (i.e., Fair Market Value x Converted Warrant
      Shares)

            


    

     

    
      	
               
      

            	
              A=

            	
              The
      Aggregate Exercise Price (i.e., Exercise Price x Converted Warrant
      Shares)

            


    

     

    For
purposes of Rule 144, it is intended and acknowledged that the Warrant Shares
issued in a Cashless Exercise transaction shall be deemed to have been acquired
by the Holder, and the holding period for the Warrant Shares required by Rule
144 shall be deemed to have been commenced, on the Issue Date.

     

    b.           Method
of Exercise.  The Conversion Right may be exercised by the Holder by
the surrender of this Warrant at the Principal Executive Office, together with a
written statement (the "Conversation Statement") specifying that the Holder
intends to exercise the Conversion Right and indicating the number of Warrant
Shares to be acquired upon exercise of the Conversion Right.  Such
conversion shall be effective upon the Company's receipt of this Warrant,
together with the Conversion Statement, or on such later date as is specified in
the Conversion Statement (the "Conversion Date") and, at the Holder's election,
may be made contingent upon the closing of the consummation of the sale of
Common Stock pursuant to a Registration.  Certificates for the Warrant
Shares so acquired shall be delivered to the Holder within a reasonable time,
not exceeding fifteen (15) days after the Conversion Date.  If
applicable, the Company shall, upon surrender of this Warrant for cancellation,
deliver a new Warrant evidencing the rights of the Holder to purchase the
balance of the Warrant Shares which Holder is entitled to purchase
hereunder.  The issuance of Warrant Shares upon exercise of this
Warrant shall be made without charge to the Holder for any issuance tax with
respect thereto or any other cost incurred by the Company in connection with the
conversion of this Warrant and the related issuance of Warrant
Shares.

     

    c.           Automatic
Conversation.  If, as of the last day of the Exercise Period, this
Warrant has not been fully exercised, then as of such date this Warrant shall be
automatically converted, in full, in accordance with this Section 2.2, without
any action or notice by Holder.  For purposes of such automatic
conversion, the date of automatic conversion shall be the Conversion
Date.

     

    2.3           Fractional
Shares.  The Company shall not issue fractional shares of
Common Stock or scrip representing fractional shares of Common Stock upon any
exercise or conversion of this Warrant.  As to any fractional share of
Common Stock which the Holder would otherwise be entitled to purchase from the
Company upon such exercise or conversion, it shall become one share of the
pertinent security without payment of additional consideration by the
Holder.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    ARTICLE
III.

     

    REGISTRATION,
TRANSFER, EXCHANGE AND REPLACEMENT

     

    3.1           Maintenance of Registration
Books.  The Company shall keep at the Principal Executive
Office a register in which, subject to such reasonable regulations as it may
prescribe, it shall provide for the registration, transfer and exchange of this
Warrant.  The Company and any Company agent may treat the Person in
whose name this Warrant is registered as the owner of this Warrant for all
purposes whatsoever and neither the Company nor any Company agent shall be
affected by any notice to the contrary.

     

    3.2           Restrictions on
Transfers.

     

    a.           Compliance
with Securities Act.  The Holder, by acceptance hereof, agrees that
this Warrant and the Warrant Shares to be issued upon the exercise hereof are
being acquired for investment, solely for the Holder's own account and not as a
nominee for any other Person, and that the Holder will not offer, sell or
otherwise dispose of this Warrant or any Warrant Shares except under
circumstances which will not result in a violation of the Securities Act and any
applicable state securities laws.  Upon exercise of this Warrant, the
Holder shall confirm in writing, by executing the form attached as Exhibit "B"
hereto, that the Warrant Shares are being acquired for investment, solely for
the Holder's own account and not as a nominee for any other Person, and not with
a view toward distribution or resale.

     

    b.           Certificate
Legends.  This Warrant and all Warrant Shares issued upon exercise of
this Warrant (unless Registered under the Securities Act) shall be stamped or
imprinted with a legend in substantially the following form (in addition to any
legends required by applicable state securities laws):

     

    THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAW AND ACCORDINGLY
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO A RESIDENT OF THE UNITED STATES, IN THE
ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO, OR (ii) AN
OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT
SUCH REGISTRATION IS NOT REQUIRED OR (iii) RECEIPT OF A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION, AND OTHERWISE COMPLYING WITH THE
PROVISIONS OF ARTICLE III OF THIS WARRANT.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    c.           Disposition
of Warrant or Shares.  With respect to any offer, sale or other
disposition of this Warrant or any Warrant Shares prior to Registration of such
shares, the Holder or the Shareholder, as the case may be, agrees to give
written notice to the Company prior thereto, describing briefly the manner
thereof, together with a written opinion of the Holder's or Shareholder's
counsel, if reasonably requested by the Company, to the effect that such offer,
sale or other disposition may be effected without Registration under the
Securities Act or qualification under any applicable state securities laws of
this Warrant or such shares, as the case may be, and indicating whether or not
under the Securities Act certificates for this Warrant or such shares, as the
case may be, to be sold or otherwise disposed of require any restrictive legend
as to applicable restrictions on transferability in order to insure compliance
with the Securities Act.  Promptly upon receiving such written notice
and reasonably satisfactory opinion, if so requested, the Company, as promptly
as practicable, shall notify the Holder or the Shareholder, as the case may be,
that it may sell or otherwise dispose of this Warrant or such shares, as the
case may be, all in accordance with the terms of the notice delivered to the
Company.  If a determination has been made pursuant to this subsection
(c) that the opinion of counsel for the Holder or the Shareholder, as the case
may be, is not reasonably satisfactory to the Company, the Company shall so
notify the Holder or the Shareholder, as the case may be, promptly after such
determination has been made and shall specify the legal analysis supporting any
such conclusion.  Notwithstanding the foregoing, this Warrant or such
shares, as the case may be, may be offered, sold or otherwise disposed of in
accordance with Rule 144, provided that the Company shall have been furnished
with such information as the Company may reasonably request to provide
reasonable assurance that the provisions of Rule 144 have been
satisfied.  Each certificate representing this Warrant or the shares
thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as
to the applicable restrictions on transferability in order to insure compliance
with the Securities Act, unless in the aforesaid reasonably satisfactory opinion
of counsel for the Holder or the Shareholder, as the case may be, such legend is
not necessary in order to insure compliance with the Securities
Act.  The Company may issue stop transfer instructions to its transfer
agent in connection with such restrictions.

     

    d.           Warrant
Transfer Procedure.  Transfer of this Warrant to a third party,
following compliance with the preceding subsections of this Section 3.2, shall
be effected by execution of the Assignment Form attached hereto as Exhibit "C",
and surrender for registration of transfer of this Warrant at the Principal
Executive Office, together with funds sufficient to pay any applicable transfer
tax.  Upon receipt of the duly executed Assignment Form and the
necessary transfer tax funds, if any, the Company, at its expense, shall execute
and deliver, in the name of the designated transferee or transferees, one or
more new Warrants (containing the same terms and conditions as set forth in this
Warrant, as may be amended from time to time by the parties hereto) representing
the right to purchase a like aggregate number of Warrant Shares.

     

    e.           Termination
of Restrictions.  The restrictions imposed under this Section 3.2 upon
the transferability of the Warrant and the Warrant Shares shall cease when (i) a
Registration covering all shares of Common Stock issued or issuable upon
exercise of this Warrant becomes effective under the Securities Act, (ii) the
Company is presented with an opinion of counsel reasonably satisfactory to the
Company that such restrictions are no longer required in order to insure
compliance with the Securities Act or with a Commission "no-action" letter
stating that future transfers of such securities by the transferor or the
contemplated transferee would be exempt from registration under the Securities
Act, or (iii) such securities may be transferred in accordance with Rule
144.  When such restrictions terminate, the Company shall, or shall
instruct its transfer agent to, promptly, and without expense to the Holder or
the Shareholder, as the case may be, issue new securities in the name of the
Holder and/or the Shareholder, as the case may be, not bearing the legends
required under subsection (b) of this Section 3.2.  In addition, new
securities shall be issued without such legends if such legends may be properly
removed under the terms of Rule 144.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    3.3           
See 5.1 Exchange.  At
the Holder's option, this Warrant may be exchanged for other Warrants
(containing the same terms and conditions as set forth in this Warrant, as may
be amended from time to time by the parties hereto) representing the right to
purchase a like aggregate number of Warrant Shares upon surrender of this
Warrant at the Principal Executive Office.  Whenever this Warrant is
so surrendered to the Company at the Principal Executive Office for exchange,
the Company shall execute and deliver the Warrants which the Holder is entitled
to receive.  All Warrants issued upon any registration of transfer or
exchange of Warrants shall be the valid obligations of the Company, evidencing
the same rights, and entitled to the same benefits, as the Warrants surrendered
upon such registration of transfer or exchange.  No service charge
shall be made for any exchange of this Warrant.

     

    3.4           Replacement.  Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and (i) in the case of any such loss
theft or destruction, upon delivery of indemnity reasonably satisfactory to the
Company in form and amount, or (ii) in the case of any such mutilation, upon
surrender of such Warrant for cancellation at the Principal Executive Office,
the Company, at its expense, shall execute and deliver, in lieu thereof, a new
Warrant.

     

    ARTICLE
IV.

     

    ANTIDILUTION
PROVISIONS AND RESET PROVISIONS

     

    4.1           Reorganization,
Reclassification or Recapitalization of the Company.  In case
of (1) a capital reorganization, reclassification or recapitalization of the
Company's capital stock (other than in the cases referred to in Section 4.3
hereof), (2) the Company's consolidation or merger with or into another
corporation in which the Company is not the surviving entity, or a reverse
triangular merger in which the Company is the surviving entity but the shares of
the Company's capital stock outstanding immediately prior to the merger are
converted or exchanged, by virtue of the merger, into other property, whether in
the form of securities, cash or otherwise, or (3) the sale or transfer of the
Company's property as an entirety or substantially as an entirety, then, as part
of such capital reorganization, reclassification, recapitalization, merger,
consolidation, sale or transfer, lawful provision shall be made so that there
shall thereafter be deliverable upon the exercise of this Warrant or any portion
thereof (in lieu of or in addition to the number of shares of Common Stock
therefore deliverable, as appropriate), and without payment of any additional
consideration, the number of shares of stock or other securities or property to
which the holder of the number of shares of Common Stock which would otherwise
have been deliverable upon the exercise of this Warrant or any portion thereof
at the time of such capital reorganization, reclassification, recapitalization,
consolidation, merger, sale or transfer would have been entitled to receive in
such capital reorganization, reclassification, recapitalization, consolidation,
merger, sale or transfer.  This Section 4.1 shall apply to successive
capital reorganizations, reclassifications, recapitalizations, consolidations,
mergers, sales and transfers and to the stock or securities of any other
corporation that are at the time receivable upon the exercise of this
Warrant.  If the per-share consideration payable to the Holder for
shares of Common Stock in connection with any transaction described in this
Section 4.1 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.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    4.2           Splits and
Combinations.  If the Company at any time
subdivides any of its outstanding shares of Common Stock into a greater number
of shares, the Exercise Price in effect immediately prior to such subdivision
shall be proportionately reduced, and, conversely if the outstanding shares of
Common Stock are combined into a smaller number of shares, the Exercise Price in
effect immediately prior to such combination shall be proportionately
increased.  Upon any adjustment of the Exercise Price under
this Section 4.2, the number of shares of Common Stock issuable upon exercise of
this Warrant shall equal the number of shares determined by dividing (i) the
aggregate Exercise Price payable for the purchase of all shares issuable upon
exercise of this Warrant immediately prior to such adjustment by (ii) the
Exercise Price per share in effect immediately after such
adjustment.

     

    4.3           Reclassifications.  If
the Company changes 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 Exercise Price therefor shall be appropriately
adjusted.

     

    4.4           Liquidation;
Dissolution.  If the Company shall dissolve, liquidate or wind
up its affairs, the Holder shall have the right, but not the obligation, to
exercise this Warrant effective as of the date of such dissolution, liquidation
or winding up.  If any such dissolution, liquidation or winding up
results in any cash distribution to the Holder in excess of the aggregate
Exercise Price for the shares of Common Stock for which this Warrant is
exercised, then the Holder may, at its option, exercise this Warrant without
making payment of such aggregate Exercise Price and, in such case, the Company
shall, upon distribution to the Holder, consider such aggregate Exercise Price
to have been paid in full, and in making such settlement to the Holder, shall
deduct an amount equal to such aggregate Exercise Price from the amount payable
to the Holder.

     

    4.5           Adjustment of Exercise Price
and Shares Purchasable.

     

    a.           Adjustment
of Exercise Price.  If the Company issues any Additional Stock for no
consideration or for a consideration per share less than the Exercise Price in
effect immediately prior to the time of such issuance, then the Exercise Price
shall be reduced to the price determined by dividing:

     

    
      	
               
      

            	
              i.

            	
              an
      amount equal to the sum of (A) the number of shares of Common Stock
      Outstanding immediately prior to such issue or sale multiplied by the then
      existing Exercise Price, and (B) an amount equal to the aggregate
      "consideration actually received" by the Company upon such issue or sale,
      by

            


    

     

    
      	
               
      

            	
              ii.

            	
              the
      sum of the number of shares of Common Stock Outstanding immediately after
      such issue or sale.

            


    

     

    For
purposes of this subsection (a):

     

    
      	
               
      

            	
              (a)

            	
              In
      the case of an issue or sale for cash of shares of Common Stock, the
      "consideration actually received" by the Company therefor shall be deemed
      to be the amount of cash received, before deducting therefrom any
      commissions or expenses paid by the
Company.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              In
      case of the issuance (other than upon conversion or exchange of
      obligations or shares of stock of the Company) of additional shares of
      Common Stock for a consideration other than cash or a consideration partly
      other than cash, the amount of the consideration other than cash received
      by the Company for such shares shall be deemed to be the fair market value
      of such consideration as determined in good faith by the Company's Board
      of Directors.

            


    

     

    
      	
               
      

            	
              (c)

            	
              In
      case of the issuance by the Company in any manner of any Options, all
      shares of Common Stock or Convertible Securities to which the holders of
      such Options shall be entitled to subscribe for or purchase pursuant to
      such Options shall be deemed issued as of the date of the offering of such
      Options, and the minimum aggregate consideration named in such Options for
      the shares of Common Stock or Convertible Securities covered thereby, plus
      the consideration, if any, received by the Company for such Options, shall
      be deemed to be the "consideration actually received" by the Company (as
      of the date of the granting of such Options) for the issuance of such
      Options.

            


    

     

    
      	
               
      

            	
              (d)

            	
              In
      case of the issuance or issuances by the Company in any manner of any
      Convertible Securities, all shares of Common Stock issuable upon the
      conversion or exchange of such Convertible Securities shall be deemed
      issued as of the date such Convertible Securities are issued, and the
      amount of the "consideration actually received" by the Company for such
      Convertible Securities shall be deemed to be the total of (x) the amount
      of consideration received by the Company upon the issuance of such
      Convertible Securities, plus (y) the minimum aggregate consideration, if
      any, other than such Convertible Securities, receivable by the Company
      upon conversion or exchange of such Convertible Securities, except in
      adjustment of dividends.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      amount of the "consideration actually received" by the Company upon the
      issuance of any Options referred to in subparagraph (c) above or upon the
      issuance of any Convertible Securities as described in subparagraph (d)
      above, and the amount of the consideration, if any, other than such
      Convertible Securities, receivable by the Company upon the exercise,
      conversion or exchange thereof shall be determined in the same manner
      provided in subparagraphs (a) and (b) above with respect to the
      consideration received by the Company in case of the issuance of
      additional shares of Common Stock; provided, however, that if such
      Convertible Securities are issued in payment or satisfaction of any
      dividend upon any stock of the Company other than Common Stock, the amount
      of the "consideration actually received" by the Company upon the original
      issuance of such Convertible Securities shall be deemed to be the value of
      such obligations or shares of stock, as of the date of the adoption of the
      resolution declaring such dividend, as determined by the Company's Board
      of Directors at or as of that
date.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (f)

            	
              On
      the expiration of any Options referred to in subparagraph (c), or the
      termination of any right of conversion with respect to Convertible
      Securities referred to in subparagraph (d), or any change in the number of
      shares of Common Stock deliverable upon exercise of such Options or upon
      conversion of or exchange of such Convertible Securities, the Exercise
      Price then in effect shall forthwith be readjusted to such Exercise Price
      as would have obtained had the adjustments made upon the issuance of such
      Options or Convertible Securities been made upon the basis of the delivery
      of only the adjusted number of shares of Common Stock actually delivered
      or to be delivered upon the exercise of such Options or upon the
      conversion or exchange of such Convertible
  Securities.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Anything
      herein to the contrary notwithstanding, the Company shall not be required
      to make any adjustment of the Exercise Price in the case of issuances of
      any shares of Common Stock or any Options or any Convertible Securities to
      officers, directors, employees or consultants of the Company and its
      subsidiaries pursuant to stock options or stock purchase plans or
      agreements, whether "qualified" for tax purposes or not, issued on or
      after the Issue Date.

            


    

     

    b.           Adjustment
of Number of Shares Purchasable.  Upon any adjustment of the Exercise
Price under subsection (a) of this Section 4.5, the number of shares of Common
Stock issuable upon exercise of this Warrant shall equal the number of shares
determined by dividing (i) the aggregate Exercise Price payable for the purchase
of all shares issuable upon exercise of this Warrant immediately prior to such
adjustment by (ii) the Exercise Price per share in effect immediately after such
adjustment.

     

    4.6           Maximum
Exercise Price.  At no time shall the Exercise Price exceed the
amount set forth in the Preamble to this Warrant, unless the Exercise Price is
adjusted pursuant to Section 4.2 hereof.

     

    4.7           Other
Dilutive Events.  If any event occurs as to which the other
provisions of this Article IV are not strictly applicable but the failure to
make any adjustment would not fairly protect the purchase rights represented by
this Warrant in accordance with the essential intent and principles hereof,
then, in each such case, the Company shall appoint a firm of independent public
accountants of recognized national standing (which may be the Company's regular
auditors) which shall give their opinion upon the adjustment, if any, on a basis
consistent with the essential intent and principles established in this Article
IV, necessary to preserve, without dilution, the purchase rights represented by
this Warrant.  Upon receipt of such opinion, the Company shall
promptly mail a copy thereof to the Holder and shall make the adjustments
described therein.


    
      
         


      

      
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    4.8           Certificates and
Notices.

     

    a.           Adjustment
Certificates.  Upon any adjustment of the Exercise Price and/or the
number of shares of Common Stock purchasable upon exercise of this Warrant, a
certificate, signed by (i) the Company's President and Chief Financial Officer,
or (ii) any independent firm of certified public accountants of recognized
national standing the Company selects at its own expense, setting forth in
reasonable detail the events requiring the adjustment and the method by which
such adjustment was calculated, shall be mailed to the Holder and shall specify
the adjusted Exercise price and the number of shares of Common Stock purchasable
upon exercise of the Warrant after giving effect to the adjustment.

     

    b.           Extraordinary
Corporate Events.  If the Company, after the date hereof, proposes to
effect (i) any transaction described in Sections 4.1 or 4.2 hereof, (ii) a
liquidation, dissolution or winding up of the Company described in Section 4.4
hereof, or (iii) any payment of a dividend or distribution with respect to
Common Stock, then, in each such case, the Company shall mail to the Holder a
notice describing such proposed action and specifying the date on which the
Company's books shall close, or a record shall be taken, for determining the
holders of Common Stock entitled to participate in such action, or the date on
which such reorganization, reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution or winding up shall take place or commence,
as the case may be, and the date as of which it is expected that holders of
Common Stock of record shall be entitled to receive securities and/or other
property deliverable upon such action, if any such date is to be
fixed.  Such notice shall be mailed to the Holder at least thirty (30)
days prior to the record date for such action in the case of any action
described in clause (i) or clause (iii) above, and in the case of any action
described in clause (ii) above, at least thirty (30) days prior to the date on
which the action described is to take place and at least thirty (30) days prior
to the record date for determining holders of Common Stock entitled to receive
securities and/or other property in connection with such action.

     

    4.9           No
Impairment.  The Company will not, by amendment of its Articles
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities 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 holder of this
Warrant against dilution or other impairment. Without limiting the generality of
the foregoing, the Company (a) will at all times reserve and keep available a
number of its authorized Shares of Common Stock, free from all preemptive rights
therein, which will be sufficient to permit the exercise of this Warrant and (b)
shall take all such action as may be necessary or appropriate in order that all
Shares as may be issued pursuant to the exercise of this Warrant will, upon
issuance, be duly and validly issued, fully paid and non-assessable and free
from all taxes, liens and charges with respect to the issue
thereof.


    
      
         


      

      
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    4.10         Distribution
of Assets.  If, at any time or from time to time after the date
of this Warrant, the Company shall distribute to the holders of shares of Common
Stock (i) securities, (ii) property, other than cash, or (iii) cash, without
fair payment therefor, then, and in each such case, the Holder, upon the
exercise of this Warrant, shall be entitled to receive such securities, property
and cash which the Holder would hold on the date of such exercise if, on the
date of this Warrant, the Holder had been the holder of record of the shares of
Common Stock subscribed for upon such exercise and, during the period from the
date of this Warrant to and including the date of such exercise, had retained
such shares of Common Stock and the securities, property and cash receivable by
the Holder during such period, subject, however, to the Holder agreeing to any
conditions to such distribution as were required of all other Holders of shares
of Common Stock in connection with such distribution.  If the
securities to be distributed by the Company involve rights, warrants, options or
any other form of convertible securities and the right to exercise or convert
such securities would expire in accordance with its terms prior to the exercise
of this Warrant, then the terms of such securities shall provide that such
exercise or convertibility right shall remain in effect until thirty (30) days
after the date the Holder of this Warrant receives such securities pursuant to
the exercise hereof.

     

    4.11         Application.  Except
as otherwise provided herein, all sections of this Article IV are intended to
operate independently of one another.  If an event occurs that
requires the application of more than one section, all applicable sections shall
be given independent effect.

     

    4.12         Number of
Shares - Re-Set Provision.  Notwithstanding any other provision
contained in this Warrant to the contrary, upon the occurrence of any of the
events set forth in this Section 4.12, the Company shall issue additional
warrants to the Holder as follows:

     

    a.  during
the first twelve (12) months from the date of this Warrant (the “Measuring
Period”), if
the closing bid and asked prices or closing price, whichever is applicable (the
“Closing
Market Price”) for shares of the Company’s Common Stock falls by more
than twenty percent (20%) (the “Reduced
Market Price”) from the Closing Market Price on the first day (the “Initial
Closing Market Price”) the Company’s securities commence trading on a
recognized securities exchange in the United States of America (“Public
Exchange”) and the Closing Market Price remains at or below such Reduced
Market Price for ten (10) consecutive trading days (the “Trigger  Period”),
the Company shall upon the written request of Holder issue to Holder an
additional warrant to purchase at the Exercise Price such number of additional
shares (“Re-set
Shares”) as is equal to the average percentage drop of the Closing Market
Prices during the Trigger Period from the Initial Closing Market
Price.  Such warrant to purchase additional Re-set Shares shall be
issued to Holder within five (5) days after the Trigger
Period.  Additionally, in the event the Holder exercises its right to
have a “Re-Set,” the Reduced Market Price shall become the new target price per
share (“Re-Set Price”) for calculating the next re-set adjustment as
contemplated herein.  Holder and Company agree that there could be a
maximum of five (5) Share Price Resets during the Measuring
Period.  For clarity, should the average Closing Market Prices during
a Triggering Period drop by 22% from the initial Closing Market Price, Company
shall issue to the Holder a Warrant to purchase such number of Re-set Shares as
is equal to 22% of the initial number of shares of Common Stock issuable to the
Holder under this Warrant.    Also, for clarity, if the
Initial Closing Market Price is $1.00 and the market price subsequently falls to
$0.75 and the Holder elects to have a re-set adjustment as described herein, the
new Re-Set Price for calculating the next re-set adjustment shall be
$0.75.  Accordingly, the share price would have to fall by at least
another 20% from the $0.75 per share to allow the holder to exercise another
re-set adjustment.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    b.           during
the Measuring Period, if, as a result of any stock dividend, or other
distribution of the Common Stock, any merger, sale of assets, exchange or
reclassification of shares stock split, subdivision or combination of shares at
any time prior to the exercise of all shares issuable under this Warrant, the
total number of shares of Common Stock issuable under this Warrant (including
any shares already issued upon all partial exercises of this Warrant) shall
represent in the aggregate less than Seven point Eight percent (7.8%) of the
total number of shares outstanding as of the date of the exercise of this
Warrant, the Company shall issue to the Holder an additional warrant to
purchase  additional shares of Common Stock at the Exercise Price such
that the aggregated number of shares so issuable under this  Warrant
(including all shares already issued upon all partial exercises of this Warrant)
and the additional Warrant, shall be increased so that the total number of
shares of Common stock so issuable upon the final exercise of this
Warrant,  shall equal Seven point Eight percent (7.8%)  of
the Company’s issued and outstanding Common Stock after such
exercise.

    


    In case
of any adjustment or readjustment in the number of shares issuable on the
exercise of this Warrant, the Company will promptly give written notice thereof
to the holder of this Warrant in the form of a certificate, certified and
confirmed by the Board of Directors of the Company, setting forth such
adjustment or readjustment and showing in reasonable detail the computation of
such adjustment and shall, no later than 30 days following any adjustment or
re-adjustment issue the new certificate to the Holder hereof.

    


    c.           Notwithstanding
Section 4.12a and 4.12b above, in no event shall the Holder be entitled to
exercise this Warrant for a number of Warrant Shares in excess of that number of
Warrant Shares which, upon giving effect to such exercise, would cause the
aggregate number of shares of Common Stock beneficially owned by the Holder to
exceed 4.99% of the outstanding shares of the Common Stock following such
exercise, except within sixty (60) days prior to the expiration of this Warrant
(however, such restriction may be waived by Holder upon not less than 5 days
prior notice to the Company).  For purposes of the foregoing
provision, the aggregate number of shares of Common Stock beneficially owned by
the Holder shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which the determination of such
provision is being made, but shall exclude shares of Common Stock which would be
issuable upon exercise of the remaining, unexercised portion of this
Warrant.  Except as set forth in the preceding sentence, for purposes
of this Section 4.12c, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as
amended.  For purposes of this Warrant, in determining the number of
outstanding shares of Common Stock, the Holder may rely on the number of
outstanding shares of Common Stock as reflected in (1) the Company’s most recent
Form 10-Q or Form 10-K, as the case may be, (2) a more recent public
announcement by the Company or (3) any other notice by the Company or its
transfer agent setting forth the number of shares of Common Stock outstanding.
Upon the written request of the Holder, the Company shall promptly, but in no
event later than one (1) business day following the receipt of such notice,
confirm in writing to the Holder the number of shares of Common Stock then
outstanding.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    ARTICLE
V.

     

    REGISTRATION
RIGHTS

     

    5.1           (a)
Within sixty (60) days from the Issue Date (“Scheduled Filing Deadline”)the
Company shall file with the Commission a Registration Statement on Form S-8 or
S-1 (or other available Commission registration form) (“Registration Statement”)
to register for resale by the Holder twice the number of shares required to
fulfill the Company’s obligations upon the exercise of this Warrant and (b)
cause such Registration Statement to be declared effective by the Commission
(“Scheduled Effective Deadline”) no later than one hundred twenty (120) days
from the Issue Date. The Company shall cause the Registration Statement to
remain effective until all of the Shares issuable under this Warrant have been
sold or this Warrant expires without this Warrant having been fully
exercised.  Prior to the filing of the Registration Statement with the
SEC, the Company shall furnish a copy of the initial Registration Statement to
the Holder for its review and comment.  It shall be an event of
material default under this Warrant if the Registration Statement is not filed
within sixty (60)) days or not declared effective by the SEC within one hundred
twenty (120) days from the Issue Date.

     

    5.2           Piggyback
Registration Rights.  The Company shall notify Holder (including all
holders of the Warrants) in writing at least twenty (20) days prior to filing
any Registration Statement with the Commission under the Securities Act for
purposes of effecting a public offering of securities of the Company (including,
but not limited to, Registration Statements relating to secondary offerings of
securities of the Company and Registration Statements for shareholders of the
Company other than the Holder, but excluding
registrations effected on Forms S-4 and S-8 or their successor forms or
otherwise relating to any employee benefit plan or a corporate reorganization)
and will, subject to the provisions of this Article V, include in such
Registration Statement all or any part of the Warrant Shares covered by
warrant(s) then held by Holder as requested by Holder in accordance with the
notice procedure as described below. If the Holder desires to include in any
such Registration Statement all or any part of the Warrant Shares issuable to
the Holder under this Warrant, the Holder shall, within ten (10) days after
receipt of the above-described notice from the Company, so notify the Company in
writing, and in such notice shall inform the Company of the number of Warrant
Shares of the Holder wishes to include in such Registration
Statement.  If the Holder decides not to include all of the Shares
issuable to the Holder under this Warrant in any Registration Statement
thereafter filed by the Company, the Holder shall nevertheless continue to have
the right to include any Warrant Shares issuable to the Holder under this
Warrant in any subsequent Registration Statement as may be filed by the Company
with respect to offerings of its securities, all upon the terms and conditions
set forth herein.  All expenses incurred in connection with any
registration pursuant to this Article V including, without limitation all
federal and “blue sky” registration and qualification, printers’ and accounting
fees and reasonable fees and disbursements of one counsel for Holder (but
excluding underwriters’ and brokers’ discounts and commissions), shall be borne
by the Company.  If a Registration Statement under which the Company
gives notice under this Section 5.2 is for an underwritten offering, then the
Company shall so advise the Holder.  In such event, the right of the
Holder to have Warrant Shares included in a registration pursuant to this
Section shall be 5.2 conditioned upon such the Holder’s participation in such
underwriting and the inclusion of such Holder’s Warrant Shares in the
underwriting to the extent provided herein. The Holder proposing to distribute
their Shares through such underwriting shall enter into an underwriting
agreement in customary form with the managing underwriter(s) selected for such
underwriting.  Notwithstanding any other provision of this Agreement,
if the managing underwriter(s) determine in good faith that marketing factors
require a limitation of the number of Shares to be underwritten, then the
managing underwriter(s) may exclude shares (including Shares) from the
registration and the underwriting, and the number of Warrant Shares that may be
included in the registration and the underwriting shall be allocated, first, to
the Company, and second, to Holder and all other holders of Warrants requesting
inclusion of their Warrant Shares in such registration statement on a pro rata
basis based on the total number of Warrant Shares then held by each such Holder;
provided however, that the
right of the underwriters to exclude shares (including Shares) from the
registration and underwriting as described above shall be restricted so that the
number of Warrant Shares included in any such registration is not reduced below
thirty percent (30%) of the shares included in the registration, except for a
registration relating to the Company’s Initial Offering from which all Shares
may be excluded if no other shareholder’s securities are
included.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    5.3           Failure
to File or Obtain Effectiveness of the Registration Statement.  In the
event the Registration Statement is not filed by the applicable Scheduled Filing
Deadline or is not declared effective by the SEC on or before the Scheduled
Effective Deadline, or if after the Registration Statement has been declared
effective by the SEC, sales cannot be made pursuant to the Registration
Statement (whether because of a failure to keep the Registration Statement
effective, failure to disclose such information as is necessary for sales to be
made pursuant to the Registration Statement, failure to register sufficient
shares of Common Stock or otherwise) then as partial relief for the damages to
the Holder by reason of any such delay in or reduction of the Holder’s ability
to sell the Shares (which remedy shall not be exclusive of any other remedies at
law or in equity), the Company will pay as liquidated damages (the “Liquidated Damages”)
to the Holder within three (3) business days, after demand therefore, a cash
amount equal to two percent (2%) of the amount determined by multiplying the
Closing Market Price (as defined in Section 4.12a above) by the total number of
shares remaining that would be issuable to the Holder upon the exercise of this
Warrant (as may be adjusted pursuant to the terms of thisWarrant)  for
each thirty (30) day period after the missed Scheduled Filing Deadline or the
missed Scheduled Effective Date as the case may be.

    


    ARTICLE
VI.

     

    INFORMATION

     

    5.1           Financial
Information.  The Company shall deliver to the Holder, promptly
upon their becoming available, one copy of each report, notice or proxy
statement sent by the Company to its shareholders generally and of each regular
or periodic report or registration statement, prospectus or written
communication (other than transmittal letters) filed by the Company with the
Commission or any securities exchange on which shares of Common Stock are
listed.

     

    5.2           Inspection.  The
Company shall permit the Holder, at the Holder's expense, to visit and inspect
the Company's properties, to examine its books of account and records and to
discuss the Company's affairs, finances and accounts with its officers, all at
such reasonable times as may be requested by the Holder.

     

    ARTICLE
VI.

     

    REPRESENTATIONS,
WARRANTIES AND COVENANTS OF COMPANY

     

    6.1           Representations
and Warranties.  The Company represents and warrants
that:


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    a.           
Legal Status; Qualification.  The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware  and is qualified or licensed to do business in all other
countries, states and provinces in which the laws thereof require the Company to
qualify and/or be licensed, except where failure to qualify or be licensed would
not have a material adverse effect on the business or assets of the Company
taken as a whole;

     

    b.           
Authority.  The Company has the right and power, and is duly
authorized and empowered, to enter into, execute, deliver and perform this
Warrant;

     

    c.           
Binding Effect.  This Warrant has been duly authorized, executed and
delivered and constitutes a valid and binding obligation of the Company
enforceable in accordance with its terms;

     

    d.           
No Conflict.  The execution, delivery and/or performance by the
Company of this Warrant shall not, by the lapse of time, the giving of notice or
otherwise, constitute a violation of any applicable law or a breach of any
provision contained in the Company's Articles of Incorporation or By-laws or
contained in any agreement, instrument, or document to which the Company is a
party or by which it is bound;

     

    e.           
Consents.  No consent, approval, authorization or other order of any
court, regulatory body, administrative agency or other governmental body is
required for the valid issuance of the Warrant or for the performance of any of
the Company's obligations hereunder;

     

    f.           
Offering.  Neither the Company nor any agent acting on its behalf has,
either directly or indirectly, sold, offered for sale or disposed of, or
attempted or offered to dispose of, this Warrant or any part hereof, or any
similar obligation of the Company, to, or has solicited any offers to buy any
thereof from, any person or persons other than the Holder.  Neither
the Company nor any agent acting on its behalf will sell or offer for sale or
dispose of, or attempt or offer to dispose of, this Warrant or any part thereof
to, or solicit any offers to buy any warrant of like tenor from, or otherwise
approach or negotiate in respect thereof, with, any Person or Persons so as
thereby to bring the issuance of this Warrant within the provisions of Section 5
of the Securities Act;

     

    g.           
Registration.  It is not necessary in connection with the issuance and
sale of this Warrant to the Holder to Register this Warrant under the Securities
Act; and

     

    h.           
Overall Representations and Warranties.  The representations and
warranties of the Company contained in this Warrant, and the other provisions of
this Warrant, do not contain any untrue statement of material fact or omit any
material fact necessary to make the statements contained herein, in view of the
circumstances under which they were made, not misleading.

     

    6.2           Covenants.  The
Company covenants that:

     

    a.           Authorized
Shares.  The Company will at all times have authorized, and reserved
for the purpose of issue or transfer upon exercise of the rights evidenced by
this Warrant, a sufficient number of shares of Common Stock to provide for the
exercise of the rights represented by this Warrant (for purposes of determining
compliance with this covenant, the shares of Common Stock issuable upon exercise
of all other options and warrants shall be deemed issued and
outstanding);


    
      
         


      

      
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    b.           
Proper Issuance.  The Company, at its expense, will take all such
action as may be necessary to assure that the Common Stock issuable upon the
exercise of this Warrant may be so issued without violation of any applicable
law or regulation, or of any requirements of any domestic securities exchange
upon which any capital stock of the Company may be listed.  Such
action may include, but not be limited to, causing such shares to be duly
registered or approved or listed on relevant domestic securities exchanges;
and

     

    c.           
Fully Paid Shares.  The Company will take all actions necessary or
appropriate to validly and legally issue fully paid and non-assessable shares of
Common Stock upon exercise of this Warrant.  All such shares will be
free from all taxes, liens and charges with respect to the issuance thereof,
other than any stock transfer taxes in respect to any transfer occurring
contemporaneously with such issuance.

     

    ARTICLE
VII.

     

    MISCELLANEOUS

     

    7.1           Certain
Expenses.  The Company shall pay all expenses in connection
with, and all taxes (other than stock transfer taxes and any federal and/or
state income tax payable by the Holder on account of the receipt of this Warrant
or the exercise of this Warrant) and other governmental charges that may be
imposed in respect of, the issuance, sale and delivery of the Warrant and the
Warrant Shares.

     

    7.2           Holder Not
a Shareholder.  Prior to the exercise of this Warrant as
hereinbefore provided, the Holder shall not be entitled to any of the rights of
a shareholder of the Company including, without limitation, the right as a
shareholder (i) to vote on or consent to any proposed action of the Company or
(ii) except as provided herein, to receive (a) dividends or any other
distributions made to shareholders, (b) notice of or attend any meetings of
shareholders of the Company, or (c) notice of any other proceedings of the
Company.  Notwithstanding the foregoing, the Company shall provide to
the Holder the information delivered to shareholders as required pursuant to
Section 5.1 hereof.

     

    7.3           Like
Tenor.  All Warrants shall at all times be substantially
identical except as to the Preamble.

     

    7.4           Remedies.  The
Company stipulates that the remedies at law of the Holder in the event of any
default or threatened default by the Company in the performance of or compliance
with any of the terms of this Warrant are not and will not be adequate to the
fullest extent permitted by law, and that such terms may be specifically
enforced by a decree for the specific performance of any agreement contained
herein or by an injunction against a violation of any of the terms hereof or
otherwise.

     

    7.5           Enforcement
Costs.  If any party to, or beneficiary of, this Warrant seeks
to enforce its rights hereunder by legal proceedings or otherwise, then the
non-prevailing party shall pay all reasonable costs and expenses incurred by the
prevailing party, including, without limitation, all reasonable attorneys' fees
(including the allocable costs of in-house counsel).


    
      
         


      

      
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    7.6           Nonwaiver; Cumulative
Remedies.  No course of dealing or any delay or failure to
exercise any right hereunder on the part of the Holder and/or any Shareholder
shall operate as a waiver of such right or otherwise prejudice the rights,
powers or remedies of the Holder or such Shareholder.  No single or
partial waiver by the Holder and/or any Shareholder of any provision of this
Warrant or of any breach or default hereunder or of any right or remedy shall
operate as a waiver of any other provision, breach, default right or remedy or
of the same provision, breach, default, right or remedy on a future
occasion.  The rights and remedies provided in this Warrant are
cumulative and are in addition to all rights and remedies which the Holder and
each Shareholder may have in law or in equity or by statute or
otherwise.

     

    7.7           Notices.  Any
notice, demand or delivery to be made pursuant to this Warrant will be
sufficiently given or made if sent by first class mail, postage prepaid,
addressed to (a) the Holder and the Shareholders at their last known addresses
appearing on the books of the Company maintained for such purpose or (b) the
Company at its Principal Executive Office.  The Holder, the
Shareholders and the Company may each designate a different address by notice to
the other pursuant to this Section 7.7.  A notice shall be deemed
effective upon the earlier of (i) receipt or (ii) the third day after mailing in
accordance with the terms of this Section 7.7.

     

    7.8           Successors
and Assigns.  This Warrant shall be binding upon, the Company
and any Person succeeding the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets, and all of the obligations of
the Company with respect to the shares of Common Stock issuable upon exercise of
this Warrant shall survive the exercise, expiration or termination of this
Warrant and all of the covenants and agreements of the Company shall inure to
the benefit of the Holder, each Shareholder and their respective successors and
assigns.  The Company shall, at the time of exercise of this Warrant,
in whole or in part, upon request of the Holder or any Shareholder but at the
Company's expense, acknowledge in writing its continuing obligations hereunder
with respect to rights of the Holder or such Shareholder to which it shall
continue to be entitled after such exercise in accordance with the terms hereof;
provided that the failure of the Holder or any Shareholder to make any such
request shall not affect the continuing obligation of the Company to the Holder
or such Shareholder in respect of such rights.

     

    7.9           Modification;
Severability.

     

    a.           If,
in any action before any court or agency legally empowered to enforce any term,
any term is found to be unenforceable, then such term shall be deemed modified
to the extent necessary to make it enforceable by such court or
agency.

     

    b.           If
any term is not curable as set forth in subsection (a) above, the
unenforceability of such term shall not affect the other provisions of this
Warrant but this Warrant shall be construed as if such unenforceable term had
never been contained herein.

     

    7.10         Integration.  This
Warrant replaces all prior and contemporaneous agreements and supersedes all
prior and contemporaneous negotiations between the parties with respect to the
transactions contemplated herein and constitutes the entire agreement of the
parties with respect to the transactions contemplated herein.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    7.11         Survival of Representations
and Warranties.  The representations and warranties of the
Company in this Warrant shall survive the execution and delivery of this Warrant
and the consummation of the transactions contemplated hereby, notwithstanding
any investigation by the Holder or its agents.

     

    7.12         Amendment.  This
Warrant may not be modified or amended except by written agreement of the
Company, the Holder and the Shareholder(s), if any.

     

    7.13         Headings.  The
headings of the Articles and Sections of this Warrant are for the convenience of
reference only and shall not, for any purpose, be deemed a part of this
Warrant.

     

    7.14         Meanings.  Whenever
used in this Warrant, any noun or pronoun shall be deemed to include both the
singular and plural and to cover all genders; and the words "herein," "hereof"
and "hereunder" and words of similar import shall refer to this instrument as a
whole, including any amendments hereto.

     

    7.15         Governing
Law.  This Warrant shall be governed by, and construed in
accordance with, the laws of the State of Delaware .

     

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly
authorized officer as of October 12, 2008.

    


    
      
        
          	
                  Green
      Planet Bioengineering Co., Ltd.

                
	 
      	 
      
	
                  By

                	   
      
	 
      	
                  Chief
      Executive Officer

                


        

      

    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    SCHEDULE OF
EXHIBITS

     

    
      
        	
                EXHIBIT
      A

              	
                Notice
      of Exercise (Section 2.1)

              
	 
      	 
      
	
                EXHIBIT
      B

              	
                Investment
      Representation Certificate (Section 3.2(a))

              
	 
      	 
      
	
                EXHIBIT
      C

              	
                Assignment
      Form (Section 3.2(d))

              


      

    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    EXHIBIT
"A"

     

    NOTICE OF EXERCISE
FORM

     

    (To be
executed only upon partial or full

    exercise
of the within Warrant)

     

    The
undersigned registered Holder of the within Warrant hereby irrevocably exercises
the within Warrant for and purchases shares of Common Stock of Green Planet
Bioengineering Co., Ltd. and herewith makes payment therefor in the amount of
$            , all
at the price and on the terms and conditions specified in the within Warrant and
requests that a certificate (or certificates in denominations of shares) for the
shares of Common Stock of Green Planet Bioengineering Co., Ltd. hereby purchased
be issued in the name of and delivered to (choose one) (a) the undersigned or
(b) [NAME], whose address is_______ and, if such shares of Common Stock shall
not include all the shares of Common Stock issuable as provided in the within
Warrant, that a new Warrant of like tenor for the number of shares of Common
Stock of Green Planet Bioengineering Co., Ltd. not being purchased hereunder be
issued in the name of and delivered to (choose one) (a) the undersigned or (b)
[NAME], whose address is

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      
	
                                          Dated:

                                        	 
      
	 
      	 
      
	
                                          Signature
      Guaranteed

                                        
	 
      
	 
	 
      
	 
	
                                          By:

                                        	 
      
	 
      	
                                          (Signature
      of Registered Holder)

                                        
	
                                          Title:

                                        	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
              NOTICE:

            	
              The
      signature to this Notice of Exercise must correspond with the name as
      written upon the face of the within Warrant in every particular, without
      alteration or enlargement or any change
  whatever.

            


    

     

    The
signature to this Notice of Exercise must be guaranteed by a commercial bank or
trust company in the United States or a member firm of the New York Stock
Exchange.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    EXHIBIT
"B"

     

    INVESTMENT
REPRESENTATION CERTIFICATE

    


    
      
        
          
            
              
                
                  
                    	
                            Purchaser:   

                          	 	 
      
	 
      	
                            (Name)

                          	
                          
	 
      	 
      
	
                            Company:

                          	
                            Green
      Planet Bioengineering Co., Ltd.

                          
	 
      	 
      
	
                            Security:

                          	
                            Common
      Stock

                          
	 
      	 
      
	
                            Amount:

                          	
                            $

                          
	 
      	 
      
	
                            Date:

                          	 
      


                  

                

              

            

          

        

      

    

    


    In
connection with the purchase of the above-listed securities (the "Securities"),
the undersigned (the "Purchaser") represents to the Company as
follows:

     

    (a)           The
Purchaser is aware of the Company's business affairs and financial condition,
and has acquired sufficient information about the Company to reach an informed
and knowledgeable decision to acquire the Securities.  The Purchaser
is purchasing the Securities for its own account for investment purposes only
and not with a view to, or for the resale in connection with, any "distribution"
thereof for purposes of the Securities Act of 1933, as amended (the "Securities
Act");

     

    (b)           The
Purchaser understands that the Securities have not been registered under the
Securities Act in reliance upon a specific exemption therefor, which exemption
depends upon, among other things, the bona fide nature of the Purchaser's
investment intent as expressed herein.  In this connection, the
Purchaser understands that, in the view of the Securities and Exchange
Commission ("SEC"), the statutory basis for such exemption may be unavailable if
the Purchaser's representation was predicated solely upon a present intention to
hold these Securities for the minimum capital gains period specified under tax
statutes, for a deferred sale, for or until an increase or decrease in the
market price of the Securities, or for a period of one year or any other fixed
period in the future;

     

    (c)           The
Purchaser further understands that the Securities must be held indefinitely
unless subsequently registered under the Securities Act or unless an exemption
from registration is otherwise available.  Moreover, the Purchaser
understands that the Company is under no obligation to register the
Securities.  In addition, the Purchaser understands that the
certificate evidencing the Securities will be imprinted with the legend referred
to in the Warrant under which the Securities are being purchased:

     

    (d)           The
Purchaser is aware of the provisions of Rule 144, promulgated under the
Securities Act, which, in substance, permit limited public resale of "restricted
securities" acquired.  directly or indirectly.  from the
issuer thereof (or from an affiliate of such issuer), in a non-public offering
subject to the satisfaction of certain conditions, if applicable;

     

     (e)           The
Purchaser further understands that at the time it wishes to sell the Securities
there may be no public market upon which to make such a sale, and that, even if
such a public market upon which to make such a sale then exists, the Company may
not be satisfying the current public information requirements of Rule 144, and
that, in such event, the Purchaser may be precluded from selling the Securities
under Rule 144 even if the one-year minimum holding period had been satisfied;
and


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    (f)           
The Purchaser further understands that in the event all of the requirements of
Rule 144 are not satisfied, registration under the Securities Act, compliance
with Regulation A, or some other registration exemption will be required; and
that, notwithstanding the fact that Rule 144 is not exclusive, the staff of the
SEC has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rule 144 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk.

     

    
      
        
          
            
              
                	
                        Date:

                      	 
      
	 
      	 
      
	
                        PURCHASER:

                      
	 
      


              

            

          

        

      

    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    EXHIBIT
"C"

     

    ASSIGNMENT
FORM

     

    (To be
executed only upon the assignment of the within Warrant)

     

    FOR VALUE
RECEIVED, the undersigned registered Holder of the within Warrant hereby sells,
assigns and transfers
unto                ,
whose address
is              all
of the rights of the undersigned under the within Warrant, with respect to
shares of Common Stock of Green Planet Bioengineering Co., Ltd.  and,
if such shares of Common Stock shall not include all the shares of Common Stock
issuable as provided in the within Warrant, that a new Warrant of like tenor for
the number of shares of Common Stock of Green Planet Bioengineering Co.,
Ltd.  not being transferred hereunder be issued in the name of and
delivered to the undersigned, and does hereby irrevocably constitute and appoint
attorney to register such transfer on the books of Green Planet Bioengineering
Co., Ltd. maintained for the purpose, with full power of substitution in the
premises.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Dated:

                                        	 	 
      
	 
      	 
      
	
                                          Signature
      Guaranteed

                                        
	 
      
	 
	 
      
	 
	
                                          By:

                                        	 
      
	 
      	
                                          (Signature
      of Registered Holder)

                                        
	 
      	 
      
	
                                          Title:

                                        	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
              NOTICE:

            	
              The
      signature to this Assignment must correspond with the name upon the face
      of the within Warrant in every particular, without alteration or
      enlargement or any change whatever.

            


    

     

    The
signature to this Notice of Assignment must be guaranteed by a commercial bank
or trust company in the United States or a member firm of the New York Stock
Exchange.


    
      
         


      

      
        25