Exhibit 4.2

                                                               EXECUTION VERSION



NEITHER THIS WARRANT NOR THE  SECURITIES  INTO WHICH THIS WARRANT 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 TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.  THESE  SECURITIES AND THE  SECURITIES  ISSUABLE UPON EXERCISE OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

Right to Purchase Shares of Common Stock of China  Biopharmaceuticals  Holdings,
Inc. (subject to adjustment as provided herein)

            ADDITIONAL COMMON STOCK PURCHASE WARRANT (this "Warrant")

No. R-2 Issue Date: November 16, 2007 (the "Issue Date")

      China Biopharmaceuticals Holdings, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"),  hereby certifies that, for value
received,  RimAsia  Capital  Partners,  L.P. or its assigns (the  "Holder"),  is
entitled, subject to the terms set forth below, to purchase from the Company, on
the Exercise Date (as defined below),  up to the total of the Additional  Shares
(as defined below) of the Common Stock (as defined below), at the Exercise Price
(as defined below), in lawful money of the United States (the "Warrant Shares").
The number and  character of such shares of Common Stock and the Exercise  Price
are subject to adjustment as provided herein.

      This  Warrant  may only be  exercised  as a result of either the  Optional
Redemption (as such term is defined below) or the Mandatory  Redemption (as such
term is  defined  below).  This  Warrant  shall  automatically  expire  upon the
conversion  of any  shares  of the  Series B  Preferred  Stock  (as such term is
defined below) held by the Holder into shares of the Common Stock.

      As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:


                                                                               1
<PAGE>


      The term  "Additional  Shares" means such number of shares of Common Stock
equal to X in the following formula:

      20% = (X + 12,000,000)/(58,472,444 + X + Y)

      wherein  12,000,000  is the number of shares of Common Stock  covered by a
separate modified warrant issued to the Holder as of the Issue Date,  58,472,444
is the number of the issued and  outstanding  shares of Common  Stock on a fully
diluted  basis on the day  immediately  preceding  the Issue Date,  and Y is the
number of shares of Common Stock and equivalent  securities (on an as converted,
as exercised  basis) issued in the first to occur of the  Acquisitions  (as such
term is defined in a Side  Letter  between  the Company and the Holder as of the
Issue  Date),   all  as  adjusted  for  any  stock  splits,   stock   dividends,
combinations, subdivisions, recapitalizations or the like.

      20% = (X + 12,000,000)/(58,472,444 + X + Y)

      The term "Company" means China  Biopharmaceuticals  Holdings, Inc. and any
corporation   which   shall   succeed  or  assume  the   obligations   of  China
Biopharmaceuticals Holdings, Inc. hereunder.

      The term "Common  Stock" means (a) the Company's  Common Stock,  $0.01 par
value  per  share,  and (b) any  other  class  of  securities  into  which  such
securities may hereafter have been reclassified or changed into.

      The  term  "Exercise  Date"  means  (a)  any  time  between  the  Optional
Redemption  through the fourth  anniversary of the Issue Date if this Warrant is
exercised  as a result of the  Optional  Redemption  or (b) the same date as the
Mandatory  Redemption  if this Warrant is exercised as a result of the Mandatory
Redemption.

      The term  "Exercise  Price" means a per-share  purchase price equal to the
Fair Market Value.

      The term "Fair Market  Value" of a Warrant  Share as of a particular  date
shall mean:

      (a) If traded on a  securities  exchange or market,  the Fair Market Value
shall be deemed to be the average of the closing prices of the Company's  Common
Stock on such  exchange or market over the 30 business  days ending  immediately
prior to the earlier of the date of the Optional  Redemption  or the date of the
Mandatory Redemption.

      (b) If actively  traded  over-the-counter,  the Fair Market Value shall be
deemed to be the average of the closing bid prices over the 30-day period ending
immediately  prior to the earlier of the date of the Optional  Redemption or the
date of the Mandatory Redemption; and

                                                                               2
<PAGE>


      (c) If there is no active  public  market,  the Fair Market Value shall be
the price per share of Common Stock that the Company could obtain from a willing
buyer for Warrant  Shares  sold by the  Company  from  authorized  but  unissued
shares,  as such  prices  shall be  determined  in good  faith  by the  Board of
Directors of the Company and the Holder.

      The term  "Fundamental  Transaction"  means any of the following:  (1) the
Company effects any merger or  consolidation of the Company with or into another
Person,  (2) the  Company  effects any sale of all or  substantially  all of its
assets in one or a series  of  related  transactions,  (3) any  tender  offer or
exchange offer (whether by the Company or another Person) is completed  pursuant
to which  holders of Common  Stock are  permitted  to tender or  exchange  their
shares for other  securities,  cash or property,  or (4) the Company effects any
reclassification  of the Common Stock or any compulsory share exchange  pursuant
to which the Common Stock is  effectively  converted into or exchanged for other
securities, cash or property.

      The term "Mandatory  Redemption" means the Company's redemption of all the
then  outstanding  shares of the Series B Preferred  Stock pursuant to the terms
and  conditions set forth in the  Certificate  of  Designation  for the Series B
Preferred  Stock on the fourth  anniversary of the issuance date of the Series B
Preferred Stock.

      The term "Optional  Redemption" means the Company's  redemption of all the
then  outstanding  shares of the Series B Preferred  Stock pursuant to the terms
and  conditions set forth in the  Certificate  of  Designation  for the Series B
Preferred  Stock prior to the fourth  anniversary  of the  issuance  date of the
Series B Preferred Stock.

      The term  "Redemption  Notice" means (a) any notice of the Company sent to
holders of the Series B Preferred  Stock  announcing the Company's  intention to
effect the Optional  Redemption or (b) any notice of the holders of the Series B
Preferred Stock announcing their intention to effect the Mandatory Redemption.

      The term  "Series B  Preferred  Stock"  means the  Company's  convertible,
redeemable Series B Preferred Stock.

      The term  "Trading Day" means a day on which the Common Stock is traded on
a Trading Market.

      The term  "Trading  Market"  means the  following  markets or exchanges on
which the Common  Stock is listed or quoted for trading on the date in question:
the NASDAQ  Capital  Market,  the American  Stock  Exchange,  the New York Stock
Exchange, the NASDAQ National Market or the OTC Bulletin Board.

                                                                               3
<PAGE>


      1.  Exercise.  (a) This Warrant may be exercised in full or in part by the
Holder  hereof by  delivery  of an  original  or  facsimile  copy of the form of
subscription  attached  as  Exhibit  A hereto  (the  "Subscription  Form")  duly
executed by such Holder and  surrender of the original  Warrant  within ten (10)
days of exercise, to the Company at its principal office or at the office of its
Warrant Agent (as provided  hereinafter),  accompanied  by payment,  (i) by wire
transfer, (ii) by cancellation of indebtedness of the Company owed to the Holder
or (iii) by a combination of (i) and (ii), of an amount  obtained by multiplying
the number of shares of Common Stock for which this Warrant is then  exercisable
by the  Exercise  Price  then in effect.  Upon  delivery  of the  Warrant to the
Company  and upon  payment of the  Exercise  Price  multiplied  by the number of
Warrant Shares that the Holder intends to purchase hereunder,  the Company shall
promptly (but in no event later than thirty (30) days after the Date of Exercise
(as  defined  herein))  register  the  Holder as a member of the  Company in the
Company's  stock  register in respect to the number of Warrant  Shares  issuable
upon such exercise and issue and deliver to the Holder,  a  certificate  for the
Warrant Shares  issuable upon such  exercise,  together with cash in lieu of any
fraction of a Warrant  Share equal to such  fraction of the current  Fair Market
Value of one (1)  whole  Warrant  Share as of the Date of  Exercise.  A "Date of
Exercise"  means  the date on which  the  Holder  shall  have  delivered  to the
Company:  (i) the Warrant and (ii) payment of the Exercise  Price for the number
of Warrant Shares so indicated by the Holder to be purchased.

      (b) In case of any partial  exercise of this Warrant,  the Company  shall,
upon the deemed  exercise  hereof (as defined  below),  cancel this  Warrant and
execute and  deliver a new warrant  with the same terms and date for the balance
of the Warrant Shares purchasable hereunder.

      2.  Certain  Adjustments.  The  Exercise  Price  and  the  number  of  the
Additional  Shares  issuable  upon  exercise  of this  Warrant  are  subject  to
adjustment from time to time as set forth in this Section 2.

      (a) Stock  Dividends  and Splits.  If the Company,  at any time while this
Warrant  is  outstanding,  (i)  pays a stock  dividend  on its  Common  Stock or
otherwise  makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides  outstanding shares of Common Stock into
a larger number of shares, or (iii) combines  outstanding shares of Common Stock
into a smaller number of shares,  then in each such case the  Additional  Shares
shall be multiplied by a fraction of which the numerator  shall be the number of
shares of Common Stock  outstanding  immediately  before such event and of which
the  denominator  shall be the  number of shares  of  Common  Stock  outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph  shall  become  effective  immediately  after the record  date for the
determination of stockholders entitled to receive such dividend or distribution,
and any  adjustment  pursuant  to clause (ii) or (iii) of this  paragraph  shall
become  effective  immediately  after the effective date of such  subdivision or
combination.

                                                                               4
<PAGE>


      (b)  Fundamental  Transactions.  If, at any time  while  this  Warrant  is
outstanding there is a Fundamental  Transaction,  then the Holder shall have the
right thereafter to receive,  upon exercise of this Warrant, the same amount and
kind of  securities,  cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental  Transaction if it had been, immediately
prior  to  such  Fundamental  Transaction,  the  Holder  of  the  number  of the
Additional  Shares then  issuable  upon  exercise in full of this  Warrant  (the
"Alternate  Consideration").  If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it  receives  upon any  exercise  of this  Warrant  following  such  Fundamental
Transaction. At the Holder's option and request, any successor to the Company or
surviving entity in such Fundamental  Transaction shall, either (1) issue to the
Holder a new warrant  substantially  in the form of this Warrant and  consistent
with the foregoing  provisions  and evidencing the Holder's right to acquire the
Alternate  Consideration for the aggregate Exercise Price upon exercise thereof,
or (2)  purchase the Warrant  from the Holder for a purchase  price,  payable in
cash within five Trading Days after such request (or, if later, on the effective
date of the  Fundamental  Transaction),  equal to the Fair  Market  Value of the
remaining  unexercised portion of this Warrant on the date of such request.  The
terms of any agreement  pursuant to which a Fundamental  Transaction is effected
shall include terms  requiring any such successor or surviving  entity to comply
with the  provisions of this paragraph (b) and insuring that the Warrant (or any
such  replacement  security)  will be  similarly  adjusted  upon any  subsequent
transaction analogous to a Fundamental Transaction.

      (c) Notice of Adjustments. Upon the occurrence of each adjustment pursuant
to this  Section 2, the  Company  at its  expense  will  promptly  compute  such
adjustment  in  accordance  with  the  terms  of  this  Warrant  and  prepare  a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable  upon  exercise  of  this  Warrant  (as  applicable),   describing  the
transactions  giving  rise to such  adjustments  and showing in detail the facts
upon which such  adjustment is based.  The Company will then promptly  deliver a
copy of each such certificate to the Holder and to the Company's Transfer Agent.

      (d) Notice of Corporate  Events. If the Company (i) declares a dividend or
any other  distribution of cash,  securities or other property in respect of its
Common Stock, including without limitation any granting of rights or warrants to
subscribe  for or purchase any capital  stock of the Company or any  Subsidiary,
(ii) authorizes or approves, enters into any agreement contemplating or solicits
stockholder  approval for any  Fundamental  Transaction or (iii)  authorizes the
voluntary dissolution,  liquidation or winding up of the affairs of the Company,
then the Company  shall deliver to the Holder a notice  describing  the material
terms and conditions of such transaction (but only to the extent such disclosure
would not result in the dissemination of material, non-public information to the
Holder) at least 15 calendar  days prior to the  applicable  record or effective
date on which a Person would need to hold Common  Stock in order to  participate
in or vote with respect to such transaction, and the Company will take all steps
reasonably  necessary in order to insure that the Holder is given the  practical
opportunity  to exercise this Warrant prior to such time so as to participate in
or vote with respect to such transaction; provided, however, that the failure to
deliver such notice or any defect  therein  shall not affect the validity of the
corporate action required to be described in such notice.

                                                                               5
<PAGE>

      3. Valid Issuance;  Taxes.  All Warrant Shares issued upon the exercise of
this Warrant shall be validly  issued,  fully paid and  non-assessable,  and the
Company shall pay all taxes and other  governmental  charges that may be imposed
in respect of the issue or delivery thereof

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

      5. Reservation of Shares.  The Company hereby covenants and agrees that at
all times there shall be reserved in the Company's authorized but unissued share
capital for issuance and delivery  upon  exercise of this Warrant such number of
Warrant Shares (or other shares of the Company as are from time to time issuable
upon  exercise of this  Warrant) and Common Stock for issuance on  conversion of
such Warrant Shares,  including amending its constitutional  documents from time
to time to increase its authorized  share capital as necessary.  All such shares
shall be duly authorized,  and when issued by way of registration in the name of
the Holder in the Company's register of members upon such exercise in accordance
with the terms herein,  shall be validly issued,  fully paid and non-assessable,
free and clear of all liens, security interests,  charges and other encumbrances
or  restrictions on sale and free and clear of all preemptive and similar rights
("Encumbrances"),   except  such   Encumbrances   arising   under  law  or  such
Encumbrances that are in favor of the Holder or any affiliate of the Holder. For
purposes only of this Warrant,  "reserve," "reservation" and similar words shall
mean that the Board of Directors of the Company have approved and  authorized an
intent by the  Company  to  refrain  from  issuing a number  of  Warrant  Shares
sufficient  to satisfy the  exercise  rights of the holder of this  Warrant such
that such Warrant Shares (and the Common Stock issuable upon conversion thereof)
will remain in the  authorized  but unissued  capital of the Company  until,  as
applicable,  this  Warrant  is  exercised  in  accordance  with its terms or the
Warrant  Shares are  converted  into Common Stock in  accordance  with the terms
thereof.

      6.  Transfer and  Exchange.  Subject to the terms and  conditions  of this
Warrant and compliance with all applicable securities laws, this Warrant and all
rights  hereunder may be transferred to any person,  in whole or in part, on the
books of the Company maintained for such purpose by the Holder hereof in person,
or by duly authorized attorney, upon surrender of this Warrant properly endorsed
and upon  payment of any  necessary  transfer tax or other  governmental  charge
imposed upon such transfer.  Upon any partial  transfer,  the Company will issue
and deliver to the Holder a new Warrant or Warrants  with respect to the Warrant
Shares not so transferred.  Each taker and holder of this Warrant,  by taking or
holding the same,  consents and agrees that when this Warrant shall have been so
endorsed,  the  person in  possession  of this  Warrant  may be  treated  by the
Company,  and all other persons dealing with this Warrant, as the absolute owner
hereof  for any  purpose  and as the  person  entitled  to  exercise  the rights
represented  hereby,  any  notice  to the  contrary  notwithstanding;  provided,
however,  that until a transfer of this Warrant is duly  registered on the books
of the  Company,  the Company  may treat the Holder  hereof as the owner for all
purposes.

                                                                               6
<PAGE>


      7.  Representations  and  Warranties.   The  Company  covenants  that  the
representations  and warranties set forth in Schedule A hereto shall be true and
correct in all respects as of the date of exercise of this Warrant.

      8. Registration Rights.

      The  Company  shall  prepare  and file with the  Securities  and  Exchange
Commission a registration statement under the Securities Act of 1933, as amended
(the "1933 Act")  registering  the Common Stock  issuable  upon  exercise of the
Warrants for unrestricted  public resale by the Holder.  The Company shall cause
such  registration  statement  to be declared  effective  within one hundred and
eighty (180) days after the Issue Date.

      9. Common Stock Legend. The Holder acknowledges and agrees that the shares
of Common  Stock of the  Company,  and,  until such time as the Common Stock has
been  registered  under the 1933 Act and sold in  accordance  with an  effective
registration statement,  or exemption from registration,  certificates and other
instruments representing any of the Common Stock shall bear a restrictive legend
in  substantially  the following  form and a  stop-transfer  order may be placed
against transfer of any such securities:

      THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED WITH
THE  SECURITIES AND EXCHANGE  COMMISSION  NOR 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  TO SUCH EFFECT,  THE  SUBSTANCE OF WHICH SHALL BE
REASONABLY ACCEPTABLE TO THE COMPANY.  THESE SHARES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SHARES.

                                                                               7
<PAGE>

      10. Warrant Agent. The Company may, by written notice to the Holder of the
Warrant,  appoint an agent (a "Warrant Agent") for the purpose of issuing Common
Stock issuable on the exercise of this Warrant.

      11.  Miscellaneous.  This  Warrant  and any term  hereof  may be  changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.

      12.  Notices.  Except as may be otherwise  provided  herein,  all notices,
requests,  waivers and other  communications  made hereunder shall be in writing
and shall be conclusively deemed to have been duly given (a) when hand delivered
to the other  party;  (b) when sent by  facsimile at the number set forth below,
upon a successful  transmission  report being generated by the sender's machine;
or (c) three (3) business days after deposit with an internationally- recognized
overnight  delivery  service,  postage prepaid,  addressed to the parties as set
forth  below  with  next-business-day  delivery  guaranteed,  provided  that the
sending party  receives a  confirmation  of delivery  from the delivery  service
provider.

<TABLE>
<CAPTION>

<S>                                                     <C>
To the Company:                                         To the Holder:


China Biopharmaceuticals Holdings, Inc.                 RimAsia Capital Partners, LP.
No. 859 Pan Xu Road                                     c/o RimAsia Capital Partners (Hong Kong) Ltd.
Suzhou, Jiangsu Province 215000                         1808 Hutchison House
The People's Republic of China                          10 Harcourt Road, Admiralty
Attention: Chris Mao                                    Hong Kong
Telecopier No.: (86) 512-6855-0578                      Attention: Eric Wei
                                                        Telecopier No.: (852) 2970-0078
</TABLE>


      13.   Governing  Law.  This  Warrant  and the  legal  relations  among the
parties hereto shall be governed by and construed in accordance with the laws of
the United States of America and State of Delaware,  regardless of the laws that
might otherwise govern under applicable  choice-of-law  principles.  The parties
hereby  irrevocably  submit to the  non-exclusive  jurisdiction of the state and
federal  courts  located  in  Wilmington,  Delaware  for  purposes  of all legal
proceedings  arising out of or relating to this Common Stock Purchase Warrant or
the transactions  contemplated  hereby. The parties hereby irrevocably waive, to
the fullest extent  permitted by applicable law, the right to trial by jury, any
objection  which  they may now or  hereafter  have to the laying of venue of any
such  proceeding  brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.


                                                                               8
<PAGE>


      14. No  Impairment.  The Company will not cooperate with or facilitate any
amendment of its constitutional documents, or any reorganization, consolidation,
merger,  dissolution,  issue or sale of  shares,  sale of  assets  or any  other
voluntary  action, so as to 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  impairment.  Without  limiting  the  generality  of  the
foregoing, the Company will take or procure the taking of all such action as may
be  necessary or  appropriate  in order that the Company may validly and legally
issue fully paid and non-assessable Warrant Shares upon exercise of this Warrant
and fully paid and  non-assessable  Common Stock upon conversion of such Warrant
Shares.

      15. No Inconsistent Agreements.  The Company will not on or after the date
of this Warrant enter into any agreement with respect to its Common Stock or any
other  class of shares  which is  inconsistent  with the  rights  granted to the
Holder or otherwise  conflicts with the provisions hereof. The rights granted to
Holder hereunder do not in any way conflict with and are not  inconsistent  with
the rights  granted to holders of the  Company's  Common  Stock  under any other
agreements, except rights that have been waived.

                      [THE NEXT PAGE IS THE SIGNATURE PAGE]


                                                                               9
<PAGE>

      IN WITNESS  WHEREOF,  the Company has executed this Warrant as of the date
first written above.

                                         China Biopharmaceuticals Holdings, Inc.

                                         By: /s/ Chris Peng Mao
                                             ---------------------
                                         Name:  Chris Peng Mao
                                         Title:  CEO



                     [SIGNATURE PAGE TO ADDITIONAL WARRANT]

                                                                              10
<PAGE>

                                    Exhibit A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)

TO: CHINA BIOPHARMACEUTICALS HOLDINGS, INC.

The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(No. ___), hereby irrevocably elects to purchase:

____________ Shares of the Common Stock covered by such Warrant.

The  undersigned  herewith  makes  payment of the full  purchase  price for such
shares at the price per share  provided  for in such  Warrant,  which is $_____.
Such payment takes the form of:

$_________in lawful money of the United States.

The undersigned  requests that the certificates for such shares be issued in the
name of, and delivered to _______________________________ whose address is

By its  delivery of this  Subscription  Form,  the  undersigned  represents  and
warrants to the Company that in giving effect to the exercise  evidenced  hereby
the Holder will not beneficially own in excess of the number of shares of Common
Stock (determined in . accordance with Section 13(d) of the Securities  Exchange
Act of 1934) permitted to be owned under Section 3 of this Warrant to which this
notice relates.

         Dated:

                                                              (Address)

                                                                              11
<PAGE>


Schedule A

Except as disclosed in the Loan Conversion  Agreement dated as of even date with
the Issue Date between the Company and the Holder:

Corporate  Status.  The  Company  is  organized  under  the laws of the State of
Delaware and is duly incorporated,  validly existing, and in good standing under
the laws of the State of Delaware.

Authorization. All corporate action on the part of the Company and its officers,
directors and stockholders necessary for the Company to execute and perform this
Warrant has been taken.

Validity of Warrant.  This Warrant is a legally valid and binding  obligation of
the Company. Upon issuance, the Warrant Shares will be duly authorized,  validly
issued,  fully paid and  non-assessable,  and free of any liens or  encumbrances
except for  restrictions on transfer under the securities laws and any agreement
to which the  Holder  becomes a party.  The  issuance  of this  Warrant  and the
issuance of the Warrant  Shares do not and will not  violate any  agreements  to
which the Company is, or at the time of issuance will be, a party.

Governmental  and  Third  Party  Consents.  All  consents,   approvals,  orders,
authorizations,  registrations,  qualifications,  designations,  declarations or
filings with or from any governmental agency or authority or any other person or
entity  required on the part of the Company in  connection  with the  execution,
delivery or performance of this Warrant and the consummation of the transactions
contemplated herein have been obtained.

Compliance  with  Other  Instruments.  The  Company is not in  violation  of any
provision of its constitutional  documents; any mortgage,  indenture,  contract,
agreement,  instrument,  judgment,  decree or  order;  or any  statute,  rule or
regulation applicable to the Company. The execution, delivery and performance of
and compliance with this Warrant  pursuant to the terms hereof,  will not result
in any  violation or be in conflict  with or constitute a default under any such
provision, or result in the creation of any mortgage,  pledge, lien, encumbrance
or charge upon any of the  properties  or assets of the Company  pursuant to any
such provision.

Litigation.  There is no action,  suit,  proceeding or investigation  pending or
currently  threatened  against the Company which  questions the validity of this
Warrant  or the right of the  Company  to enter  into it, or to  consummate  the
transactions  contemplated hereby, or which might result, either individually or
in the  aggregate,  in any  material  adverse  change in the assets,  condition,
affairs or prospects of the Company,  financially or otherwise, or any change in
the current  equity  ownership of the Company,  nor is the Company  aware of any
basis for the  foregoing.  The  Company  is not a party or subject to any order,
writ,  injunction,  judgment  or  decree of any  court or  government  agency or
instrumentality  the  provisions of which may have a material  adverse effect on
the Company's financial condition,  business or properties.  There is no action,
suit,  proceeding or investigation by the Company currently pending or which the
Company  intends  to  initiate.   There  is  no  action,  suit,   proceeding  or
investigation  pending or threatened (or any basis therefor) involving the prior
employment of any of the Company's officers, employees or consultants, their use
in  connection  with the  Company's  business of any  information  or techniques
allegedly  proprietary to any of their former  employers,  or their  obligations
under any agreements with prior employers.

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<PAGE>

Title to Property and Assets.  The Company has good and marketable  title to all
of its assets,  free and clear of all liens and encumbrances,  except such liens
and  encumbrances  which arise in the  ordinary  course of  business  and do not
materially impair the Company's ownership or use of such property or assets. All
leases pursuant to which the Company leases real or personal  property are valid
and effective in accordance with their  respective terms and, to the best of the
Company's  knowledge,  there exists no default or other  occurrence or condition
which could result in a default or termination of any such lease.

Taxes.  The  Company  has  timely  filed,  or  caused to be  timely  filed,  all
applicable  tax  returns  for  income  taxes,   franchise  taxes,  sales  taxes,
withholding taxes,  property taxes and, to the best of the Company's  knowledge,
all other taxes of every kind  whatsoever  required by law to be filed,  and all
such tax returns are  complete and  accurate  and in  accordance  with all legal
requirements  applicable thereto. The tax returns of the Company have never been
audited by appropriate governmental authorities and the Company does not know of
any additional tax  liabilities,  deficiencies  or proposed  adjustments for any
period for which any such returns have been filed.

No  Adjustments.  From and after August 14, 2007 through and including the Issue
Date,  the  Company  has not (i) paid a stock  dividend  on its Common  Stock or
otherwise made a  distribution  on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivided  outstanding shares of Common Stock into
a larger number of shares,  (iii)  combined  outstanding  shares of Common Stock
into a smaller number of shares,  (iv) engaged in any  Fundamental  Transaction,
or, (v)  effected any other  adjustments  as  contemplated  in Section 2 of this
Warrant.


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