Exhibit 4.3

                                                                  Execution Copy

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 12,000,000 shares of Common Stock of China  Biopharmaceuticals
Holdings, Inc. (subject to adjustment as provided herein)

             MODIFIED COMMON STOCK PURCHASE WARRANT (the "Warrant")

No. R-1
Original Issue Date: June 30, 2006
Modification 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 at
any time and from time to time from and after  the Issue  Date and  through  and
including  May 15, 2012 (the  "Expiration  Date"),  up to a total of  12,000,000
fully paid and nonassessable shares of the Common Stock (as defined below), at a
per-share  purchase  price of $ 1.26 in lawful  money of the United  States (the
"Warrant Shares"). The aforedescribed purchase price per share, as adjusted from
time to time as herein provided,  is referred to herein as the "Exercise Price."
The number and  character  of such shares of the Common  Stock and the  Exercise
Price are subject to adjustment as provided herein.

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

      The term "Additional  Stock" has the same meaning as ascribed to such term
in the Company's Certificate of Designation for Series B Preferred Stock.

<PAGE>

      The term "Company" shall include 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,  $ 0.1 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 "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 applicable date of valuation.

            (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 applicable date of valuation; and

            (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 "Person" means an individual or corporation,  partnership, trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or any agency or subdivision thereof)
or other entity of any kind.

      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.

<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 number of Warrant 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 Exercise Price 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.

<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  Warrant
Shares then  issuable  upon  exercise in full of this  Warrant  (the  "Alternate
Consideration").  For purposes of any such exercise,  the  determination  of the
Exercise  Price  shall be  appropriately  adjusted  to  apply to such  Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such  Fundamental  Transaction,  and the Company
shall  apportion  the  Exercise  Price among the  Alternate  Consideration  in a
reasonable manner  reflecting the relative value of any different  components of
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 purchase 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) Number of Warrant Shares.  Simultaneously with any adjustment to
the Exercise Price pursuant to this Section 2, the number of Warrant Shares that
may be purchased  upon  exercise of this Warrant shall be increased or decreased
proportionately,  so that after such  adjustment  the aggregate  Exercise  Price
payable hereunder for the adjusted number of Warrant Shares shall be the same as
the aggregate Exercise Price in effect immediately prior to such adjustment.

            (d) Full-Ratchet  Adjustment.  If the Company issues after the Issue
Date any  Additional  Stock  (as such  term is  defined  in the  Certificate  of
Designation for Series B Preferred Stock of the Company dated November 16, 2007)
at a per-share price lower than the Exercise Price then in effect,  the Exercise
Price shall be decreased to equal such per-share price of the Additional Stock.

<PAGE>

            (e) 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.

            (f)  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.

      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. The related cost shall be borne by
the Holder.

      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,

<PAGE>

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.

      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:

<PAGE>

      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.

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

<PAGE>

      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.

      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]

<PAGE>

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

                                         China Biopharmaceuticals Holdings, Inc.


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

                      [SIGNATURE PAGE TO MODIFIED WARRANT]

<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)

<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

<PAGE>

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.

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 May 26, 2006  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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