EXHIBIT
      A

    


    FORM
      OF WARRANT

    


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
      SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
      STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT AND APPLICABLE LAWS
      OR
      AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE
      LAWS
      OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
      IS
      NOT REQUIRED.

    


    
      	
              Certificate
                No. WC-__________

            	
              Warrant
                to Purchase 1,666,667 Shares of

            
	
              Dated:
                October 15, 2007

            	
              Common
                Stock (subject to adjustment)

            


    

     

    WARRANT
      TO PURCHASE COMMON STOCK

    of

    HEMCURE,
      INC.

    


     

    This
      certifies that, for value received, Inseat
      Solutions LLC,
      a
      California limited liability company, or registered assigns (“Holder”) is
      entitled, subject to the terms set forth below, to purchase from Hemcure, Inc.,
      a Nevada corporation (the “Company”), 1,666,667 shares of the Common Stock, par
      value $0.01 per share, of the Company (the “Common Stock”), as constituted on
      the date hereof (the “Warrant Issue Date”), upon surrender hereof, at the
      principal office of the Company referred to below, with the Notice of Exercise
      attached hereto duly executed, and simultaneous payment therefor in lawful
      money
      of the United States or otherwise as hereinafter provided, at the Exercise
      Price
      as set forth in Section 2 below. The number and character of such shares of
      Common Stock and the Exercise Price are subject to adjustment as provided below.
      The term “Warrant” as used herein shall include this Warrant any warrants
      delivered in substitution or exchange therefor as provided herein. This Warrant
      is being issued pursuant to the Agreement to Convert Debt, dated as of October
      15, 2007, between Holder and the Company.

     

    1. Term
      of Warrant. Subject
      to the terms and conditions set forth herein, this Warrant shall be exercisable,
      in whole or in part, during the term commencing on the Warrant Issue Date and
      ending at 5:00 p.m., Eastern Standard Time, on the fifth anniversary of the
      Warrant Issue Date, and shall be void thereafter.

     

    2. Exercise
      Price.
      The
      exercise price at which this Warrant may be exercised shall be $1.50 per share
      of Common Stock (the “Exercise Price”), as such Exercise Price may be adjusted
      from time to time pursuant to Section 11 hereof.

     

    3. Exercise
      of Warrant.

     

    (a) Method
      of Exercise.
      The
      purchase rights represented by this Warrant are exercisable by the Holder in
      whole or in part, at any time, or from time to time, during the term hereof
      as
      described in Section 1 above, by the surrender of this Warrant and the Notice
      of
      Exercise annexed hereto duly completed and executed on behalf of the Holder,
      at
      the principal office of the Company (or such other office or agency of the
      Company as it may designate by notice in writing to the Holder at the address
      of
      the Holder appearing on the books of the Company), upon (i) payment in cash
      or
      by check acceptable to the Company, or (ii) a net issue exercise as provided
      in
      Section 3(c) below.

     

    
      
         

      

      
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    (b) Issuance
      of Shares.
      This
      Warrant shall be deemed to have been exercised immediately prior to the close
      of
      business on the date of its surrender for exercise as provided above, and the
      person entitled to receive the shares of Common Stock issuable upon such
      exercise shall be treated for all purposes as the holder of record of such
      shares as of the close of business on such date. As promptly as practicable
      on
      or after such date and in any event the Company will use its best efforts to
      ensure that shares are issued within three (3) trading days thereafter (the
      “Delivery Date”), the Company at its expense shall issue and deliver to the
      person or persons entitled to receive the same a certificate or certificates
      for
      the number of shares issuable upon such exercise. In the event that this Warrant
      is exercised in part, the Company at its expense will execute and deliver a
      new
      Warrant of like tenor exercisable for the number of shares for which this
      Warrant may then be exercised.

     

    So
      long
      as a registration statement under the Act providing for the resale of the shares
      issuable upon exercise of this Warrant is then in effect, the Company shall
      use
      best efforts to ensure the issuance and delivery to the Depository Trust Company
      (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent SEC
      System (“DWAC”) within a reasonable time, not exceeding three (3) Trading Days
      after such exercise, and the Holder hereof shall be deemed for all purposes
      to
      be the holder of the shares so purchased as of the date of such exercise.
      Notwithstanding the foregoing to the contrary, the Company or its transfer
      agent
      shall only be obligated to issue and deliver the shares to the DTC on a holder’s
      behalf via DWAC if such exercise is in connection with a sale and the Company
      and its transfer agent are participating in DTC through the DWAC system.


     

    (c) Cashless
      Exercise.
      This
      Warrant may also be exercised at any time during the term of this Warrant by
      means of a “cashless exercise” in which the Holder shall be entitled to receive
      a certificate for the number of shares of Common Stock equal to the quotient
      obtained by dividing [(A-B) (X)] by (A), where:

     

    (A)
      = the
      volume weighted average price as reported by Bloomberg LP on the trading day
      immediately preceding the date of such election;

    


    (B)
      = the
      Exercise Price of this Warrant, as adjusted; and 

    


    (X)
      = the
      number of shares of Common Stock issuable upon exercise of this Warrant in
      accordance with the terms of this Warrant by means of a cash exercise rather
      than a cashless exercise.

     

    (d) Compensation
      for Buy-In on Failure to Timely Deliver Certificates Upon
      Exercise.
      In
      addition to any other rights available to the Holder, if the Company fails
      to
      cause its transfer agent to transmit to the Holder a certificate or certificates
      representing the shares issuable upon exercise of this Warrant pursuant to
      an
      exercise on or before the Delivery Date, and if after such date the Holder
      is
      required by its broker to purchase (in an open market transaction or otherwise)
      shares of Common Stock to deliver in satisfaction of a sale by the Holder of
      the
      shares issuable upon exercise of this Warrant which the Holder anticipated
      receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in
      cash to the Holder the amount by which (x) the Holder’s total purchase price
      (including brokerage commissions, if any) for the shares of Common Stock so
      purchased exceeds (y) the amount obtained by multiplying (A) the number of
      shares issuable upon exercise of this Warrant that the Company was required
      to
      deliver to the Holder in connection with the exercise at issue times (B) the
      price at which the sell order giving rise to such purchase obligation was
      executed, and (2) at the option of the Holder, either reinstate the portion
      of
      the Warrant and equivalent number of shares issuable upon exercise of this
      Warrant for which such exercise was not honored or deliver to the Holder the
      number of shares of Common Stock that would have been issued had the Company
      timely complied with its exercise and delivery obligations hereunder. For
      example, if the Holder purchases Common Stock having a total purchase price
      of
      $11,000 to cover a Buy-In with respect to an attempted exercise of shares of
      Common Stock with an aggregate sale price giving rise to such purchase
      obligation of $10,000, under clause (1) of the immediately preceding sentence
      the Company shall be required to pay the Holder $1,000. The Holder shall provide
      the Company written notice indicating the amounts payable to the Holder in
      respect of the Buy-In, together with applicable confirmations and other evidence
      reasonably requested by the Company. Nothing herein shall limit a Holder’s right
      to pursue any other remedies available to it hereunder, at law or in equity
      including, without limitation, a decree of specific performance and/or
      injunctive relief with respect to the Company’s failure to timely deliver
      certificates representing shares of Common Stock upon exercise of this Warrant
      as required pursuant to the terms hereof.

     

    
      
         

      

      
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    4. No
      Fractional Shares or Scrip. No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant. In lieu of any fractional share to which the
      Holder would otherwise be entitled (after aggregating all shares that are being
      issued upon such exercise), the Company shall make a cash payment equal to
      the
      Exercise Price multiplied by such fraction.

     

    5. Replacement
      of Warrant. On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of loss, theft or
      destruction, on delivery of an indemnity agreement reasonably satisfactory
      in
      form and substance to the Company or, in the case of mutilation, on surrender
      and cancellation of this Warrant, the Company at its expense shall execute
      and
      deliver, in lieu of this Warrant, a new warrant of like tenor and
      amount.

     

    6. Rights
      of Stockholders. Subject
      to Sections 9 and 11 of this Warrant, the Holder shall not be entitled to vote
      or receive dividends or be deemed the holder of Common Stock or any other
      securities of the Company that may at any time be issuable on the exercise
      hereof for any purpose, nor shall anything contained herein be construed to
      confer upon the Holder, as such, any of the rights of a stockholder of the
      Company or any right to vote for the election of directors or upon any matter
      submitted to stockholders at any meeting thereof or to give or withhold consent
      to any corporate action (whether upon any recapitalization, issuance of stock,
      reclassification of stock, change of par value, or change of stock to no par
      value, consolidation, merger, conveyance, or otherwise) or to receive notice
      of
      meetings, or to receive dividends or subscription rights or otherwise until
      this
      Warrant shall have been exercised as provided herein.

     

    
      
         

      

      
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    7. Transfer
      of Warrant.

     

    (a) Warrant
      Register. The
      Company will maintain a register (the “Warrant Register”) containing the names
      and addresses of the Holder or Holders. Any Holder of this Warrant or any
      portion thereof may change its address as shown on the Warrant Register by
      written notice to the Company requesting such change. Any notice or written
      communication required or permitted to be given to the Holder may be delivered
      or given by mail to such Holder as shown on the Warrant Register and at the
      address shown on the Warrant Register. Until this Warrant is transferred on
      the
      Warrant Register of the Company, the Company may treat the Holder as shown
      on
      the Warrant Register as the absolute owner of this Warrant for all purposes,
      notwithstanding any notice to the contrary.

     

    (b) Warrant
      Agent. The
      Company may, by written notice to the Holder, appoint an agent for the purpose
      of maintaining the Warrant Register referred to in Section 7(a) above, issuing
      the Common Stock or other securities then issuable upon the exercise of this
      Warrant, exchanging this Warrant, replacing this Warrant, or any or all of
      the
      foregoing (the “Warrant Agent”). Thereafter, any such registration, issuance,
      exchange or replacement, as the case may be, shall be made at the office of
      the
      Warrant Agent.

     

    (c) Transferability
      and Negotiability of Warrant. This
      Warrant may not be transferred or assigned in whole or in part without
      compliance with all applicable federal and state securities laws by the
      transferor and the transferee (including the delivery of investment
      representation letters and legal opinions reasonably satisfactory to the
      Company, if such are requested by the Company). Subject to the provisions of
      this Warrant with respect to compliance with the Securities Act of 1933, as
      amended (the “Act”), title to this Warrant may be transferred by endorsement (by
      the Holder executing the Assignment Form annexed hereto) and delivery in the
      same manner as a negotiable instrument transferable by endorsement and
      delivery.

     

    (d) Exchange
      of Warrant Upon a Transfer. On
      surrender of this Warrant for exchange, properly endorsed on the Assignment
      Form
      and subject to the provisions of this Warrant with respect to compliance with
      the Act and with the limitations on assignments and transfers contained in
      this
      Section 7, the Company at its expense shall issue to or on the order of the
      Holder a new warrant or warrants of like tenor, in the name of the Holder or
      as
      the Holder (on payment by the Holder of any applicable transfer taxes) may
      direct, for the number of shares issuable upon exercise hereof.

     

    (e) Compliance
      with Securities Laws.

     

    (i) The
      Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
      and
      the hares of Common Stock to be issued upon exercise hereof are being acquired
      for investment, and that the Holder will not offer, sell or otherwise dispose
      of
      this Warrant or any shares of Common Stock to be issued upon exercise hereof
      except under circumstances that will not result in a violation of the Act or
      any
      state securities laws.

     

    (ii) This
      Warrant and all shares of Common Stock issued upon exercise hereof or conversion
      thereof shall be stamped or imprinted with a legend in substantially the
      following form (in addition to any legend required by state securities
      laws):

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
      SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
      STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT AND APPLICABLE LAWS
      OR
      AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE
      LAWS
      OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
      IS
      NOT REQUIRED.

     

    
      
         

      

      
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    (iii) The
      Company agrees to reissue this Warrant or certificates representing any of
      the
      shares issuable upon exercise hereof, without the legend set forth above if
      at
      such time, prior to making any transfer of any such securities, the Holder
      shall
      give written notice to the Company describing the manner and terms of such
      transfer. Such proposed transfer will not be effected until: (a) either (i)
      the
      Company has received an opinion of counsel reasonably satisfactory to the
      Company, to the effect that the registration of such securities under the Act
      is
      not required in connection with such proposed transfer, (ii) a registration
      statement under the Act covering such proposed disposition has been filed by
      the
      Company with the Securities and Exchange Commission and has become effective
      under the Act and the Holder has represented that the shares issuable upon
      exercise hereof have been or will be sold, (iii) the Company has received other
      evidence reasonably satisfactory to the Company that such registration and
      qualification under the Act and state securities laws are not required, or
      (iv)
      the Holder provides the Company with reasonable assurances that such security
      can be sold pursuant to Rule 144 under the Act; and (b) either (i) the Company
      has received an opinion of counsel reasonably satisfactory to the Company,
      to
      the effect that registration or qualification under the securities or "blue
      sky"
      laws of any state is not required in connection with such proposed disposition,
      or (ii) compliance with applicable state securities or "blue sky" laws has
      been
      effected or a valid exemption exists with respect thereto. The Company will
      respond to any such notice from a holder within three (3) Trading Days. In
      the
      case of any proposed transfer under this Section 2(h), the Company will use
      reasonable efforts to comply with any such applicable state securities or "blue
      sky" laws, but shall in no event be required, (x) to qualify to do business
      in
      any state where it is not then qualified, (y) to take any action that would
      subject it to tax or to the general service of process in any state where it
      is
      not then subject, or (z) to comply with state securities or “blue sky” laws of
      any state for which registration by coordination is unavailable to the Company.
      The restrictions on transfer contained in this Section 7(e)(iii) shall be in
      addition to, and not by way of limitation of, any other restrictions on transfer
      contained in any other section of this Warrant. Whenever a certificate
      representing the shares issuable upon exercise hereof is required to be issued
      to a the Holder without a legend, in lieu of delivering physical certificates
      representing the shares issuable upon exercise hereof, the Company shall use
      its
      reasonable best efforts to cause its transfer agent to electronically transmit
      the shares issuable upon exercise hereof to the Holder by crediting the account
      of the Holder's Prime Broker with DTC through its DWAC system (to the extent
      not
      inconsistent with any provisions of this Warrant or the Subscription Agreement).
      Notwithstanding the foregoing to the contrary, the Company or its transfer
      agent
      shall only be obligated to issue and deliver the shares to the DTC on a holder’s
      behalf via DWAC if such exercise is in connection with a sale and the Company
      and its transfer agent are participating in DTC through the DWAC
      system.

     

    8. Reservation
      of Stock. The
      Company covenants that during the term this Warrant is exercisable, the Company
      will reserve from its authorized and unissued Common Stock a sufficient number
      of shares to provide for the issuance of Common Stock upon the exercise of
      this
      Warrant and, from time to time, will take all steps necessary to amend its
      Certificate or Articles of Incorporation (the “Certificate”) to provide
      sufficient reserves of shares of Common Stock issuable upon exercise of this
      Warrant. The Company further covenants that all shares of Common Stock that
      may
      be issued upon the exercise of rights represented by this Warrant and payment
      of
      the Exercise Price, all as set forth herein will be duly and validly authorized
      and issued, fully paid and nonassessable and free from all taxes, liens and
      charges in respect of the issue thereof (other than taxes in respect of any
      transfer occurring contemporaneously therewith). The Company agrees that its
      issuance of this Warrant shall constitute full authority to its officers who
      are
      charged with the duty of executing stock certificates to execute and issue
      the
      necessary certificates for shares of Common Stock upon the exercise of this
      Warrant.

     

    
      
         

      

      
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    9. Notices.

     

    (a) Whenever
      the Exercise Price or the shares purchasable hereunder shall be adjusted
      pursuant to Section 11 hereof, the Company shall issue a certificate signed
      by
      its Chief Financial Officer 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 Exercise Price and the shares purchasable
      hereunder after giving effect to such adjustment, and shall cause a copy of
      such
      certificate to be mailed (by first-class mail, postage prepaid) to the Holder
      of
      this Warrant.

     

    (b) In
      case:

     

    (i) the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time receivable upon the exercise of this Warrant) for
      the
      purpose of entitling them to receive any dividend or other distribution, or
      any
      right to subscribe for or purchase any shares of stock of any class or any
      other
      securities, or to receive any other right, or

     

    (ii) of
      any
      capital reorganization of the Company, any reclassification of the capital
      stock
      of the Company, any consolidation or merger of the Company with or into another
      corporation or entity, or any conveyance of all or substantially all of the
      assets of the Company to another corporation or entity, or

     

    (iii) of
      any
      voluntary or involuntary dissolution, liquidation or winding-up of the
      Company,

     

    then,
      and
      in each such case, the Company will mail or cause to be mailed to the Holder
      or
      Holders a notice specifying, as the case may be, (A) the date on which a record
      is to be taken for the purpose of such dividend, distribution or right, and
      stating the amount and character of such dividend, distribution or right, or
      (B)
      the date on which such reorganization, reclassification, consolidation, merger,
      con-veyance, dissolution, liquidation or winding-up is to take place, and the
      time, if any is to be fixed, as of which the holders of record of Common Stock
      (or such stock or securities at the time receivable upon the exercise of this
      Warrant) shall be entitled to exchange their shares of Common Stock (or such
      other stock or securities) for securities or other property deliverable upon
      such reorganization, reclassification, consolidation, merger, conveyance,
      dissolution, liquidation or winding-up. Such notice shall be mailed at least
      10
      days prior to the record date specified in (A) above or 20 days prior to the
      date specified in (B) above.

     

    10. Amendments
      and Waivers.

     

    (a) Except
      as
      provided in Section 10(b) below, this Warrant, or any provision hereof, may
      be
      amended, waived, discharged or terminated only by a statement in writing signed
      by the party against which enforcement of the change, waiver, discharge or
      termination is sought.

     

    
      
         

      

      
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    (b) Any
      term
      or condition of this Warrant may be amended with the written consent of the
      Company and the Holder. Any amendment effected in accordance with this Section
      10(b) shall be binding upon the Holder and each future holder of this Warrant
      and the Company. 

     

    (c) No
      waivers of, or exceptions to, any term, condition or provision of this Warrant,
      in any one or more instances, shall be deemed to be, or construed as, a further
      or continuing waiver of any such term, condition or provision.

     

    11. Adjustments.
      The
      Exercise Price and the shares purchasable hereunder are subject to adjustment
      from time to time as follows:

     

    (a) Merger,
      Sale of Assets, etc.
      If at
      any time while this Warrant is outstanding and unexpired there shall be (i)
      a
      reorganization (other than a combination, reclassification, exchange or
      subdivision of shares otherwise provided for herein), (ii) a merger or
      consolidation of the Company 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 by virtue of the
      merger into other property, whether in the form of securities, cash or
      otherwise, or (iii) a sale or transfer of the Company’s properties and assets
      as, or substantially as, an entirety to any other corporation or other entity,
      then, as a part of such reorganization, merger, consolidation, sale or transfer,
      lawful provision shall be made so that the holder of this Warrant shall
      thereafter be entitled to receive upon exercise of this Warrant, during the
      period specified herein and upon payment of the Exercise Price then in effect,
      the number of shares of stock or other securities or property of the successor
      corporation or other entity resulting from such reorganization, merger,
      consolidation, merger, sale or transfer that a holder of the shares deliverable
      upon exercise of this Warrant would have been entitled to receive in such
      reorganization, consolidation, merger, sale or transfer if this Warrant had
      been
      exercised immediately before such reorganization, merger, consolidation, sale
      or
      transfer, all subject to further adjustment as provided in this Section 11.
      The
      foregoing provision of this Section 11(a) shall similarly apply to successive
      reorganizations, consolidations, mergers, sales and transfers and to the stock
      or securities of any other corporation or other entity that are at the time
      receivable upon the exercise of this Warrant. If the per-share consideration
      payable to the Holder for shares in connection with any such transaction is
      in a
      form other than cash or marketable securities, then the fair market value of
      such consideration shall be determined in accordance with the paragraph below.
      In all events, appropriate adjustment (as determined in good faith by the
      Company’s Board of Directors) shall be made in the application of the provisions
      of this Warrant with respect to the rights and interests of the Holder after
      the
      transaction, to the end that the provisions of this Warrant shall be applicable
      after that event, as near as reasonably may be, in relation to any shares or
      other property deliverable after that event upon exercise of this
      Warrant.

     

    For
      purposes of the above calculation, fair market value of one share of Common
      Stock shall be determined by the Company’s Board of Directors in good faith;
      provided, however, that where there exists a public market for the Common Stock
      at the time of such exercise, the fair market value of one share of Common
      Stock
      shall be the average of the closing bid and asked prices of the Common Stock
      quoted in the Over-The-Counter Market Summary or the last reported sale price
      of
      the Common Stock or the closing price quoted on the NASDAQ Capital Market or
      on
      any exchange on which the Common Stock is listed, whichever is applicable,
      as
      published by Bloomberg LP for the five (5) trading days prior to the date of
      determination of fair market value. 

     

    
      
         

      

      
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    (b) Reclassification,
      etc.
      If the
      Company, at any time while this Warrant remains outstanding and unexpired,
      by
      reclassification of securities or otherwise, shall change any of the securities
      as to which purchase rights under this Warrant exist into the same or a
      different number of securities of any other class or classes, this Warrant
      shall
      thereafter represent the right to acquire such number and kind of securities
      as
      would have been issuable as the result of such change with respect to the
      securities that were subject to the purchase rights under this Warrant
      immediately prior to such reclassification or other change and the Exercise
      Price therefor shall be appropriately adjusted, all subject to further
      adjustment as provided in this Section 11.

     

    (c) Split,
      Subdivision or Combination of Shares.
      If the
      Company at any time while this Warrant remains outstanding and unexpired shall
      split, subdivide or combine the securities as to which purchase rights under
      this Warrant exist, into a different number of securities of the same class,
      the
      Exercise Price for such securities shall be proportionately decreased in the
      case of a split or subdivision or proportionately increased in the case of
      a
      combination and the number of such securities shall be proportionately increased
      in the case of a split or subdivision or proportionately decreased in the case
      of a combination.

     

    (d) Adjustments
      for Dividends in Stock or other Securities or Property.
      If
      while this Warrant remains outstanding and unexpired, the holders of the
      securities as to which purchase rights under this Warrant exist (including
      without limitation securities into which such securities may be converted)
      at
      the time shall have received, or, on or after the record date fixed for the
      determination of eligible stockholders, shall have become entitled to receive,
      without payment therefor, other or additional stock or other securities or
      property (other than cash) of the Company by way of dividend, then and in each
      case, this Warrant shall represent the right to acquire, in addition to the
      number of shares of the security receivable upon exercise of this Warrant,
      and
      without payment of any additional consideration therefor, the amount of such
      other or additional stock or other securities or property (other than cash)
      of
      the Company that such holder would hold on the date of such exercise had it
      been
      the holder of record of the security receivable upon exercise of this Warrant
      (or upon such conversion) on the date hereof and had thereafter, during the
      period from the date hereof to and including the date of such exercise, retained
      such shares and/or all other additional stock available by it as aforesaid
      during such period, giving effect to all adjustments called for during such
      period by the provisions of this Section 11.

     

    (e) Subsequent
      Equity Sales. 

     

    (i) If
      the
      Company at any time during the term of this Warrant consummates a sale of any
      Common Stock for cash at a price per share less than the then Exercise Price
      or
      issues securities convertible into or exercisable for Common Stock at a
      conversion or exercise price less than the then Exercise Price (such lower
      price, the “Base Share Price” and each such issuance, a “Dilutive Issuance”),
      then the Exercise Price shall be reduced and only reduced to equal the Base
      Share Price and the number of Warrant Shares issuable hereunder shall be
      increased such that the aggregate Exercise Price payable hereunder, after taking
      into account the decrease in the Exercise Price, shall be equal to the aggregate
      Exercise Price prior to such adjustment. Such adjustment shall be made each
      time
      a Dilutive Issuance occurs. Notwithstanding the foregoing, no adjustments shall
      be made under this Section 11(e)(i) in respect of an Exempt Issuance (as defined
      below). 

     

    (ii) “Exempt
      Issuance” means (i) shares of Common Stock issued pursuant to an equity
      incentive plan duly adopted by the Company’s board of directors, and (ii) shares
      of Common Stock issued upon exercise of any options or warrants of the Company
      outstanding on the Warrant Issue Date. 

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (f) Other
      Adjustments.
      In case
      any event shall occur as to which the other provisions of this Section 11 are
      not strictly applicable but as to which failure to make any adjustment would
      not
      fairly protect the exercise rights represented by this Section 11 in accordance
      with the essential intent and principles hereof then, in each such case, the
      Holder may appoint a firm of independent public accountants of recognized
      national standing reasonably acceptable to the Company, which shall give their
      opinion as to the adjustment, if any, on a basis consistent with the essential
      intent and principles established herein, necessary to preserve the exercise
      rights represented herein. Upon receipt of such opinion, the Company will
      promptly mail a copy thereof to the Holder and shall make the adjustments
      described therein. The fees and expenses of such independent public accountants
      shall be borne by the Company.

     

    (g) Calculations.
      All
      calculations under this Section 11 shall be made to the nearest four decimal
      points.

     

    (h) No
      Impairment.
      The
      Company shall not, by amendment of its Certificate or through any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities or other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms to be observed or performed
      hereunder by the Company but will at all times in good faith assist in the
      carrying out of all the provisions of this Section 11 and in the taking of
      all
      such action as may be necessary or appropriate in order to protect the exercise
      rights of the Holder against dilution or other impairment.

     

    12. Saturdays,
      Sundays and Holidays.
      If the
      last or appointed day for the taking of any action or the expiration of any
      right granted herein shall be a Saturday, Sunday or legal holiday, then
      (notwithstanding anything herein to the contrary) such action may be taken
      or
      such right may be exercised on the next succeeding day that is not a Saturday,
      Sunday or legal holiday.

     

    13. Governing
      Law.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Nevada applicable to agreements made and to be performed entirely
      within such State, without regard to the conflicts of law principles of such
      State.

     

    14. Binding
      Effect.
      The
      terms of this Warrant shall be binding upon and inure to the benefit of the
      Company and the Holder and their respective successors and assigns.

     

    IN
      WITNESS WHEREOF, HEMCURE, INC. has caused this Warrant to be executed by its
      officers thereunto duly authorized.

     

      
        	
                Dated:
                  October 15, 2007

              	 	 	 
	 	 	 	 
	
                HOLDER:
                  Inseat Solutions LLC

              	 	
                HEMCURE,
                  INC.

              
	 	 	 
	
                By:

              	 	 	
                By:

              	 
	
                Name:

              	
                Judie
                  Rothenberger 

              	 	
                 

              	
                Arthur
                  Liu

              
	
                Its:

              	
                Chief
                  Executive Officer

              	 	
                Its:
                  

              	
                Chief
                  Executive Officer

              


      

    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    NOTICE
      OF EXERCISE

    


    (1) The
      undersigned hereby (A) elects to purchase _______ shares of Common Stock of
      HEMCURE, INC., pursuant to the provisions of Section 3(a) of the attached
      Warrant, and tenders herewith payment of the purchase price for such shares
      in
      full or (B) elects to exercise this Warrant for the purchase of_______ shares
      of
      Common Stock, pursuant to the provisions of Section 3(c) of the attached
      Warrant.

     

    (2) In
      exercising this Warrant, the undersigned hereby confirms and ac-knowledges
      that
      the shares of Common Stock to be issued upon exercise hereof are being acquired
      for investment, and that the undersigned will not offer, sell or otherwise
      dispose of any such shares of Common Stock except under circumstances that
      will
      not result in a violation of the Securities Act of 1933, as amended, or any
      applicable state securities laws.

     

    (3) Please
      issue a certificate or certificates representing said shares of Common Stock
      in
      the name of the undersigned or in such other name as is specified
      below:

    

      
        	 
	
                (Name)

              
	 
	 
	 
	
                (Name)

              


      

    

     

    (4) Please
      issue a new Warrant for the unexercised portion of the attached Warrant in
      the
      name of the undersigned or in such other name as is specified
      below:

    

      
        	 
	
                (Name)

              


      

    

     

    

      
        	 	 	 
	
                (Date)

              	 	
                (Signature)

              



    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    ASSIGNMENT

    FOR
      VALUE
      RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns
      and transfers unto the Assignee named below all of the rights of the undersigned
      under the within Warrant, with respect to the number of shares
      of
      Common Stock set
      forth
      below:

     

    
      	
              Name
                of Assignee

            	
              Address

            	
              No.
                of Shares

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    and
      does
      hereby irrevocably constitute and appoint ____________________________ Attorney
      to make such transfer on the books of AURASOUND, INC. (FORMERLY HEMCURE, INC.),
      maintained for the purpose, with full power of substitution in the
      premises.

     

    The
      undersigned also represents that, by assignment hereof, the Assignee
      acknowledges that this Warrant and the shares of stock to be issued upon
      exercise hereof are being acquired for investment, and that the Assignee will
      not offer, sell or otherwise dispose of this Warrant or any shares of stock
      to
      be issued upon exercise hereof except under circumstances which will not result
      in a violation of the Securities Act of 1933, as amended, or any applicable
      state securities laws. 

    

      
        	
                Dated:
                  

              	 


      

      


      
        	 
	
                Signature
                  of Holder

              


      

    

    


    
      
         

      

      
        11