Exhibit 4.3


 


NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


GRANT VENTURES, INC.


WARRANT TO PURCHASE
             SHARES
OF COMMON STOCK


(SUBJECT TO ADJUSTMENT)


(Void after
                ,
2009)


 


PPW -      


 


THIS COMMON STOCK PURCHASE WARRANT CERTIFIES
that, for value received,
                          
(the “Holder”), is
entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after
                ,
2004 (the “Exercise Date”)
and on or prior to the close of business on
              ,
2009 (the “Termination Date”),
but not thereafter, to subscribe for and purchase from GRANT VENTURES, INC., a
                  
corporation (the “Company”),
up to [        ] shares (the “Warrant Shares”), of common stock, par
value $       per share, of the Company (the “Common Stock”). The initial purchase
price of one (1) share of Common Stock under this Warrant shall be equal to
$0.1835 (the “Exercise Price”).  The Exercise Price and the number of Warrant
Shares for which the Warrant is exercisable shall be subject to adjustment as
provided elsewhere herein.


 


Capitalized
terms used and not otherwise defined herein shall have the meanings set forth
in that certain Securities Purchase Agreement dated the date hereof between the
Company and the Purchasers set forth on Schedule 1 thereto (the “Purchase
Agreement”).


 


1.                                       Title
to Warrant.  Prior to the Termination
Date and subject to compliance with applicable laws and Section 7
of this Warrant, this Warrant and all rights hereunder are transferable, in
whole or in part, at the office or agency of the Company by the Holder in
person or by duly authorized attorney, upon surrender of this Warrant together
with the Assignment Form annexed hereto properly endorsed. The transferee shall
sign an investment letter in form and substance reasonably satisfactory to the
Company.


 


2.                                       Authorization
of Shares.  The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase
rights represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly 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 with such issue and liens and charges incurred by the
Holder).


 
















 


3.                                       Exercise
of Warrant


 


(a)                                  Exercise
of the purchase rights represented by this Warrant may be made at any time or
times on or after the Exercise Date and on or before the Termination Date by
the surrender of this Warrant and the Notice of Exercise Form annexed hereto
duly executed, at the office of the Company (or such other office or agency of
the Company as it may designate by notice in writing to the registered Holder
at the address of such Holder appearing on the books of the Company), and upon
payment of the Exercise Price of the Warrant Shares (subject to Section 3(d)
below), thereby purchased by wire transfer or cashier’s check drawn on a United
States bank or by means of a cashless exercise pursuant and subject to Section 3(d)
(if applicable), the Holder shall be entitled to receive a certificate for the
number of Warrant Shares so purchased. Certificates for Warrant Shares
purchased hereunder shall be delivered to the Holder within three (3) Trading
Days after the date on which this Warrant shall have been exercised as
aforesaid; provided, however, that (i) if the Company elects
(and the Holder is able to receive electronic delivery in such manner), or (ii)
if the Holder requests, and provided that the Company’s transfer agent is
participating in the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer (or FAST) program, the Company may or shall, as the case
may be, cause its transfer agent to electronically transmit the Warrant Shares
by crediting the account of the Purchaser’s Prime Broker with DTC through its
Deposit Withdrawal Agent Commission (or DWAC) system.


 


This Warrant shall be deemed to have been
exercised and such Warrant Shares shall be deemed to have been issued, and the
Holder or any other person so designated to be named therein shall be deemed to
have become a holder of record of such shares for all purposes, as of the date
the Warrant has been properly exercised by receipt by the Company of the Notice
to Exercise and payment to the Company of the Exercise Price and all taxes
required to be paid by the Holder, if any, pursuant to Section 5
have been paid.  If such conditions by
the Holder have been met, and the Company fails to deliver to the Holder the
Warrant Shares pursuant to this Section 3(a) by the close of
business on the third (3rd ) Trading Day after the date of such
conditions being met by the Holder, then the Holder will have the right to
rescind such exercise.


 


(b)                                 If
this Warrant shall have been exercised in part, the Company shall, at the time
of delivery of the Warrant Shares, deliver to Holder a new Warrant evidencing
the rights of Holder to purchase the unpurchased Warrant Shares called for by
this Warrant, which new Warrant shall in all other respects be identical with
this Warrant.


 


(c)                                  If,
but only if, at the time of exercise of this Warrant (in whole or in part) at
any time after the Exercise Date there is no effective Registration Statement
which is then available registering the resale of the Warrant Shares by the
Holder, this Warrant may also be exercised at such time by means of a “cashless
exercise” in which the Holder shall be entitled to receive the number of
Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),
where:


 


(A) =                    the Closing Price on the Trading Day preceding the date of such
election;


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


(X) =                     the number of Warrant Shares issuable upon exercise of the Warrants in
accordance with the terms of this Warrant.


 


4.                                       No
Fractional Shares or Scrip.  No
fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant. As to any fraction of a share which Holder would
otherwise be entitled to purchase upon such exercise, the Company shall pay a
cash adjustment in respect of such final fraction in an amount equal to such
fraction multiplied by the Exercise Price.


 


5.                                       Charges,
Taxes and Expenses.  Issuance of the
Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of


 
















 


such Warrant Shares, all of which taxes and
expenses shall be paid by the Company, and such Warrant Shares shall be issued
in the name of the Holder or in such name or names as may be directed by the
Holder; provided, however, that in the event the Warrant Shares are to be
issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached
hereto duly executed by the Holder; and the payment of a sum sufficient for any
transfer tax incidental thereto.


 


6.                                       Closing
of Books. The Company will not close its stockholder books or records in
any manner which prevents the timely exercise of this Warrant, pursuant to the
terms hereof.


 


7.                                       Transfer,
Division and Combination.


 


(a)                                  Subject
to compliance with any applicable securities laws and the conditions set forth
in Section 1 and Section 7(e) hereof and to the
provisions of Section 4.1 of the Purchase Agreement, this Warrant
and all rights hereunder are transferable, in whole or in part, upon surrender
of this Warrant at the principal office of the Company, together with a written
assignment of this Warrant substantially in the form attached hereto duly
executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees and in the
denomination or denominations specified in such instrument of assignment, and
shall issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned, and this Warrant shall promptly be cancelled. A
Warrant, if properly assigned, may be exercised by a new holder for the
purchase of Warrant Shares without having a new Warrant issued.


 


(b)                                 This
Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 7(a),
as to any transfer which may be involved in such division or combination, the
Company shall execute and deliver a new Warrant or Warrants in exchange for the
Warrant or Warrants to be divided or combined in accordance with such notice.


 


(c)                                  The
Company shall prepare, issue and deliver at its own expense (other than transfer
taxes) the new Warrant or Warrants under this Section 7.


 


(d)                                 The
Company agrees to maintain, at its aforesaid office, books for the registration
and the registration of transfer of the Warrants.


 


(e)                                  If,
at the time of the surrender of this Warrant in connection with any transfer of
this Warrant, the transfer of this Warrant shall not be registered pursuant to
an effective registration statement under the Securities Act and under
applicable state securities or blue sky laws, the Company may require, as a
condition of allowing such transfer (i) that the Holder or transferee of this
Warrant, as the case may be, furnish to the Company a written opinion of
counsel reasonably satisfactory to the Company (which opinion shall be in form,
substance and scope reasonably satisfactory to the Company) to the effect that
such transfer may be made without registration under the Securities Act and
under applicable state securities or blue sky laws, (ii) that the holder or
transferee execute and deliver to the Company an investment letter in form and
substance acceptable to the Company and (iii) that the transferee be an
“accredited investor” as defined in Rule 501(a) promulgated under the
Securities Act.


 


8.                                       No
Rights as Stockholder Until Exercise. 
This Warrant does not entitle the Holder to any voting rights or other
rights as a stockholder of the Company prior to the exercise hereof. Upon the


 
















 


surrender of this Warrant and the payment of
the aggregate Exercise Price (or by means of a cashless exercise), the Warrant
Shares so purchased shall be and be deemed to be issued to such Holder as the
record owner of such shares as of the close of business on the later of the
date of such surrender or payment.


 


9.                                       Loss,
Theft, Destruction or Mutilation of Warrant.  The Company covenants that upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate relating to
the Warrant Shares, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation
of such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.


 


10.                                 Saturdays,
Sundays, Holidays, etc.  If the last
or appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday in
the State of New York, then such action may be taken or such right may be
exercised on the next succeeding day not a Saturday, Sunday or legal holiday in
the State of New York.


 


11.                                 Certain
Adjustments to Exercise Price and Number of Warrant Shares.


 


(a)                                  Stock
Splits, Etc.  The number and kind of
securities purchasable upon the exercise of this Warrant and the Exercise Price
shall be subject to adjustment from time to time upon the happening of any of
the following. In case the Company shall (i) pay a dividend in shares of Common
Stock or make a distribution in shares of Common Stock to holders of its
outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock, or (iv) issue any shares
of its capital stock in a reclassification of the Common Stock, then the number
of Warrant Shares purchasable upon exercise of this Warrant immediately prior
thereto shall be adjusted so that the Holder shall be entitled to receive the
kind and number of Warrant Shares or other securities of the Company which it
would have owned or have been entitled to receive had such Warrant been
exercised in advance thereof. Upon each such adjustment of the kind and number
of Warrant Shares or other securities of the Company which are purchasable
hereunder pursuant to this Section 11(a), the Holder shall thereafter
be entitled to purchase the number of Warrant Shares or other securities
resulting from such adjustment at an Exercise Price per Warrant Share or other
security obtained by multiplying the Exercise Price in effect immediately prior
to such adjustment by the number of Warrant Shares purchasable pursuant hereto
immediately prior to such adjustment and dividing by the number of Warrant
Shares or other securities of the Company resulting from such adjustment. An
adjustment made pursuant to this paragraph shall become effective immediately
after the effective date of such event retroactive to the record date, if any,
for such event.


 


(b)                                 Reorganization,
Reclassification, Merger, Consolidation or Disposition of Assets.  In case the Company shall reorganize its
capital, reclassify its capital stock (other than as set forth in Section 11(a)),
merge with or into or consolidate with another corporation or other entity
(where the Company is not the surviving corporation or where there is a change
in or distribution with respect to any class of common stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its
property, assets or business to another corporation or other entity and,
pursuant to the terms of such reorganization, reclassification, merger,
consolidation or disposition of assets, shares of common stock of the successor
or acquiring corporation or other entity, or any cash, shares of stock or other
securities or property of any nature whatsoever (including warrants or other subscription
or purchase rights) in addition to or in lieu of common stock of the successor
or acquiring corporation or other entity (“Other
Property”), are to be received by or distributed to the holders of
common stock of


 
















 


the Company, then the Holder shall have the
right thereafter to receive, upon exercise of this Warrant, the number of
shares of common stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and Other Property receivable upon
or as a result of such reorganization, reclassification, merger, consolidation
or disposition of assets by a Holder of the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to such event. In case
of any such reorganization, reclassification, merger, consolidation or
disposition of assets, the successor or acquiring corporation (if other than
the Company) and, if an entity different from the successor or acquiring
corporation, the entity whose common stock or Other Property the holders of the
Common Stock are entitled to receive as a result of such transaction, shall
expressly assume the due and punctual observance and performance of each and
every covenant and condition of this Warrant to be performed and observed by
the Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined in good faith by
resolution of the Board of Directors of the Company) in order to provide for
adjustments of Warrant Shares for which this Warrant is exercisable which shall
be as nearly equivalent as practicable to the adjustments provided for in this Section 11(b).
For purposes of this Section 11(b), “common stock of the successor or acquiring corporation” shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this Section 11(b) shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of
assets.


 


12.                                 Voluntary
Adjustment by the Company.  The
Company may at any time during the term of this Warrant reduce the then current
Exercise Price to any amount and for any period of time deemed appropriate by
the Board of Directors of the Company.


 


13.                                 Notice
of Adjustment.  Whenever the number
of Warrant Shares or number or kind of securities or other property purchasable
upon the exercise of this Warrant or the Exercise Price is adjusted, as herein
provided, the Company shall give notice thereof to the Holder, which notice
shall state the number of Warrant Shares (and other securities or property)
purchasable upon the exercise of this Warrant and the Exercise Price of such
Warrant Shares (and other securities or property) after such adjustment,
setting forth a brief statement of the facts requiring such adjustment and
setting forth the computation by which such adjustment was made.


 


14.                                 Notice
of Corporate Action. If at any time: 


 


(a)                                  the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend or other distribution, or any right to
subscribe for or purchase any evidences of its indebtedness, any shares of
stock of any class or any other securities or property, or to receive any other
right, or


 


(b)                                 there
shall be any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any consolidation or
merger of the Company with, or any sale, transfer or other disposition of all
or substantially all the property, assets or business of the Company to,
another corporation or,


 


(c)                                  there
shall be a voluntary or involuntary dissolution, liquidation or winding up of
the Company;


 


then, in any one or more of such cases, the Company shall give to
Holder (i) at least 10 days’ prior


 
















 


written notice of the date on which a record date shall be selected for
such dividend, distribution or right or for determining rights to vote in
respect of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, liquidation or winding up, and (ii) in the case of
any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up, at least 10
days’ prior written notice of the date when the same is expected to take place.
Such notice in accordance with the foregoing clause also shall specify (i) the
date on which the holders of Common Stock shall be entitled to receive any such
dividend, distribution or right, and the amount and character thereof, and (ii)
the time, if any such time is to be fixed, as of which the holders of Common
Stock shall be entitled to exchange their Warrant Shares for securities or
other property deliverable upon such disposition, dissolution, liquidation or
winding up. Each such written notice shall be sufficiently given if addressed
to Holder at the last address of Holder appearing on the books of the Company
and delivered in accordance with Section 16(d).  Failure to give such notice, or any defect
therein, shall not affect the validity of such action, so long as such failure
does not materially prejudice the rights of the Holders.


 


15.                                 Authorized
Shares. The Company covenants that during the period the Warrant is
outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares
upon the exercise of any purchase rights under this Warrant. The Company
further covenants 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 (or facilitate
electronic delivery of) the Warrant Shares upon the exercise of the purchase
rights under this Warrant. The Company will take reasonable commercial action
to assure that such Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the
principal Trading Market upon which the Common Stock may be listed. 


 


(a)                                  Except
and to the extent as waived or consented to by the Holder, the Company shall
not by any action, including, without limitation, amending its certificate 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 actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this Warrant
against impairment. Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase
in par value, (b) take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and
nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use
commercially reasonable best efforts to obtain all such authorizations,
exemptions or consents from any public regulatory body having jurisdiction
thereof as may be necessary to enable the Company to perform its obligations
under this Warrant.


 


(b)                                 Before
taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.


 


16.                                 Miscellaneous.


 


(a)                                  Jurisdiction.
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York without regard to the conflicts of laws
principles thereof. The parties hereto hereby irrevocably agree that any suit
or proceeding arising directly and/or indirectly pursuant to or under this
Agreement, shall be brought solely in a federal or state court located in the


 
















 


City, County and State of New York. By its
execution hereof, the Company, and by its acceptance of this Warrant, the
Holder, hereby covenant and irrevocably submit to the in personam jurisdiction of the federal
and state courts located in the City, County and State of New York and agree
that any process in any such action may be served upon any of them personally,
or by certified mail or registered mail upon them or their agent, return
receipt requested, with the same full force and effect as if personally served
upon them in New York City. The parties hereto waive any claim that any such
jurisdiction is not a convenient forum for any such suit or proceeding and any
defense or lack of in personam
jurisdiction with respect thereto. In the event of any such action or
proceeding, the party prevailing therein shall be entitled to payment from the
other party hereto of its reasonable counsel fees and disbursements.


 


(b)                                 Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of
this Warrant will have legends imprinted upon any stock certificates evidencing
such Warrant Shares and the Company will notify its transfer agent of
restrictions upon resale imposed by the applicable state and federal securities
laws.


 


(c)                                  Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any
right hereunder on the part of Holder shall operate as a waiver of such right
or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding all
rights hereunder terminate on the Termination Date. If the Company willfully
and knowingly fails to comply with any provision of this Warrant, which results
in any material damages to the Holder, the Company shall pay to Holder such
amounts as shall be sufficient to cover any costs and expenses including, but
not limited to, reasonable attorneys’ fees, including those of appellate
proceedings, incurred by Holder in collecting any amounts due pursuant hereto
or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


(d)                                 Notices.
Any notice, request or other document required or permitted to be given or
delivered to the Holder by the Company shall be delivered in accordance with
the notice provisions of the Purchase Agreement; provided, however,
upon any permitted assignment of this Warrant, the assignee shall promptly
provide the Company with its contact information.


 


(e)                                  Limitation
of Liability. No provision hereof, in the absence of any affirmative action
by Holder to exercise this Warrant or purchase Warrant Shares, and no
enumeration herein of the rights or privileges of Holder, shall give rise to
any liability of Holder for the purchase price of any Common Stock or as a
stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


(f)                                    Remedies.
Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Warrant. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of
the provisions of this Warrant and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.


 


(g)                                 Successors
and Assigns. Subject to applicable securities laws, this Warrant and the
rights and obligations evidenced hereby shall inure to the benefit of and be
binding upon the successors of the Company and the successors and permitted
assigns of Holder. The provisions of this Warrant are intended to be for the
benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.


 


(h)                                 Amendment.
This Warrant may be modified or amended or the provisions hereof waived with
the written consent of the Company and the Holder.


 


(i)                                     Severability.
Wherever possible, each provision of this Warrant shall be


 
















 


interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Warrant.


 


(j)                                     Headings.
The headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.


 


17.                                 Redemption
of Warrants.


 


(a)                                  Commencing on
                    ,
2004, on not less than ten (10) days’ written notice (the “Redemption Notice”), to the holder of
this Warrant, this Warrant may be redeemed, at the option of the Company, in
whole and not in part, at a redemption price of $.01 per Warrant (the “Redemption Price”), provided (i) the
“Market Price” of a share of Common Stock shall equal at least two hundred
percent (200%) of the Exercise Price for the twenty (20) consecutive Trading
Days ending on the Trading Day immediately prior to the date of the Redemption
Notice (the “Target Price”),
subject to adjustments as set forth in Section 11 hereof, (ii) the
Company then has sufficient authorized capital to permit issuance of the full
number of Warrant Shares upon exercise of the Warrant, (iii) the Warrant Shares
are  listed or included for trading on a
Trading Market and (iv) a registration statement covering the Warrant Shares
filed under the Securities Act of 1933, as amended (the “Securities Act”) has been declared
effective by the Securities and Exchange Commission and remains effective on
the date fixed for redemption of this Warrant (the “Redemption Date”). For purposes of this
Warrant, Market Price is defined as the closing bid price per share of Common
Stock on the principal Trading Market on which the Common Stock is included for
trading; provided,  that if there
is no trading in the Common Stock on a particular Trading Day on the relevant
principal Trading Market, the Market Price for that day shall be the Market
Price on the last preceding Trading Day on which there was trading in the
Common Stock on the principal Trading Market.


 


(b)                                 If the conditions set forth in Section 17
are met, and the Company desires to exercise its right to redeem this Warrant,
it shall mail a Redemption Notice to the registered holder of this Warrant by
first class mail, postage prepaid, not later than the fifth (5th)
day before the date fixed for redemption, as provided in Section 17(a)
hereof.


 


(c)                                  The Redemption Notice shall specify (i) the
Redemption Price, (ii) the Redemption Date, (iii) the place where the Warrant
certificates shall be delivered and the redemption price paid, and (iv) that
the right to exercise this Warrant shall terminate at 5:00 p.m. (New York time)
on the business day immediately preceding the Redemption Date. No failure to
mail such notice nor any defect therein or in the mailing thereof shall affect
the validity of the proceedings for such redemption except as to a holder (a)
to whom notice was not mailed, or (b) whose notice was defective. An affidavit
of the Secretary or an Assistant Secretary of the Company that the Redemption Notice
has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein.


 


(d)                                 Any right to exercise a Warrant shall
terminate at 5:00 p.m. (New York time) on the business day immediately
preceding the Redemption Date. On and after the Redemption Date, the holder of
this Warrant shall have no further rights except to receive, upon surrender of
this Warrant, the Redemption Price.


 


(e)                                  From and after the Redemption Date, the
Company shall, at the place specified in the Redemption Notice, upon
presentation and surrender to the Company by or on behalf of the holder thereof
the warrant certificates evidencing this Warrant being redeemed, deliver, or
cause to be delivered to or upon the written order of such holder, a sum in
cash equal to the Redemption Price of


 
















 


this Warrant. From and after the Redemption
Date, this Warrant shall expire and become void and all rights hereunder and
under the warrant certificates, except the right to receive payment of the
Redemption Price, shall cease.


 


(f)                                    If the shares of Common Stock are subdivided
or combined into a greater or smaller number of shares of Common Stock, the
Target Price shall be proportionately adjusted by the ratio which the total
number of shares of Common Stock outstanding immediately prior to such event
bears to the total number of shares of Common Stock to be outstanding
immediately after such event.


 


[Remainder of page intentionally left blank]


 
















 


IN WITNESS
WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly
authorized.


 


 


Dated: 
            ,
2004


 


	
   

  	
  GRANT VENTURES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 
















 


NOTICE OF EXERCISE*


 


To:                                                    GRANT VENTURES, INC.


 


The undersigned hereby elects to purchase
                
Warrant Shares of GRANT VENTURES, INC. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the exercise price in full, together
with all applicable transfer taxes, if any.


 


1.                                       Payment shall take the form of (check
applicable box):


o                                    in lawful money of the United States; or


o                                    the cancellation of such number of Warrant
Shares as is necessary, in accordance with and pursuant to Section 2(c)
(but only if, at the time of exercise of this Warrant at any time after the
Exercise Date there is no effective Registration Statement registering the
resale of the Warrant Shares by the Holder or the Holder is otherwise
prohibited from reselling its Warrant Shares pursuant to an effective
Registration Statement), to exercise this Warrant with respect to the number of
Warrant Shares specified above purchasable pursuant to the cashless exercise
procedures set forth in Section 2(c).


2.                                       Please issue a certificate or certificates
representing (or facilitate electronic delivery of) said Warrant Shares in the
name of the undersigned or in such other name as is specified below:


 


The Warrant Shares shall be delivered to the following:


 


3.                                       The undersigned is an “accredited investor”
as defined in Regulation D promulgated under the Securities Act of 1933, as
amended, and reaffirms the representations and warranties set forth in Section 3.2
of the Purchase Agreement as if made on the date hereof.


 


	
   

  	
  [PURCHASER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 










*  All
capitalized terms not otherwise defined herein shall have the meanings set
forth in or incorporated by reference in the Warrant.


 
















 


FORM OF 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 the Warrant, with respect to the number of Warrant Shares of
Common Stock set forth below:


 


	
  Name of Assignee

  	
   

  	
  Address

  	
   

  	
  No. of Warrant Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


and does hereby irrevocably constitute and
appoint
                                                    
Attorney to make such transfer on the books of GRANT VENTURES, INC., maintained
for the purpose, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
  (Witness)

  



 


The undersigned Assignee of the Warrant
hereby makes to GRANT VENTURES, INC., as of the date hereof, with respect to
the Assignee, all of the representations and warranties made by the Holder in
the Registration Rights Agreement and the Purchase Agreement, and the
undersigned Assignee agrees to be bound by all the terms and conditions of the
Purchase Agreement, the Warrant and the Registration Rights Agreement.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  



 










*  All
capitalized terms not otherwise defined herein shall have the meanings set
forth in or incorporated by reference in 
the Warrant.