exhibit_10-45.htm


    
      

    

    Exhibit
      10.45

     

     

    WARRANT

    
       

      THE
        SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
        LAWS.  THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
        OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
        REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933,
        AS
        AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN
        A FORM
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER
        SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE
        144
        UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE
        PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.

       

       

      C-MARK
        INTERNATIONAL, INC.

       

      Warrant
        To Purchase Common Stock

       

      
        	 Warrant
                No.: 122WA 	
                 Number
                  of Shares: 1,500,000

              


      

      


      Date
        of
        Issuance: July 13, 2007

      


      C-Mark
        International, Inc., a South Carolina corporation (the “Company”), hereby
        certifies that, for Ten United States Dollars ($10.00) and other good and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, Trafalgar Capital Specialized Investment Fund, Luxembourg,
        (“Trafalgar”), the registered holder hereof or its permitted assigns, is
        entitled, subject to the terms set forth below, to purchase from the Company
        upon surrender of this Warrant, at any time or times on or after the date
        hereof, but not after 11:59 P.M. Eastern Time on the Expiration Date (as
        defined herein) one million five hundred thousand (1,500,000) fully paid
        and
        nonassessable shares of Common Stock (as defined herein) of the Company (the
        “Warrant Shares”) at the exercise price per share provided in
        Section 1(b) below or as subsequently adjusted; provided, however, that in
        no event shall the holder be entitled to exercise this Warrant for a number
        of
        Warrant Shares in excess of that number of Warrant Shares which, upon giving
        effect to such exercise, would cause the aggregate number of shares of Common
        Stock beneficially owned by the holder and its affiliates to exceed 4.99%
        of the
        outstanding shares of the Common Stock following such exercise, except within
        sixty (60) days of the Expiration Date.  For purposes of the foregoing
        proviso, the aggregate number of shares of Common Stock beneficially owned
        by
        the holder and its affiliates shall include the number of shares of Common
        Stock
        issuable upon exercise of this Warrant with respect to which the determination
        of such proviso is being made, but shall exclude shares of Common Stock which
        would be issuable upon (i) exercise of the remaining, unexercised Warrants
        beneficially owned by the holder and its affiliates and (ii) exercise or
        conversion of the unexercised or unconverted portion of any other securities
        of
        the Company beneficially owned by the holder and its affiliates (including,
        without limitation, any convertible notes or preferred stock) subject to
        a
        limitation on conversion
        or exercise analogous to the limitation contained herein.  Except as
        set forth in the preceding sentence, for purposes of this paragraph, beneficial
        ownership shall be calculated in accordance with Section 13(d) of the Securities
        Exchange Act of 1934, as amended.  For purposes of this Warrant, in
        determining the number of outstanding shares of Common Stock a holder may
        rely
        on the number of outstanding shares of Common Stock as reflected in (1) the
        Company’s most recent Form 10-QSB or Form 10-KSB, as the case may be, (2) a more
        recent public announcement by the Company or (3) any other notice by the
        Company
        or its transfer agent setting forth the number of shares of Common Stock
        outstanding.  Upon the written request of any holder, the Company
        shall promptly, but in no event later than one (1) Business Day following
        the
        receipt of such notice, confirm in writing to any such holder the number
        of
        shares of Common Stock then outstanding.  In any case, the number of
        outstanding shares of Common Stock shall be determined after giving effect
        to
        the exercise of Warrants (as defined below) by such holder and its affiliates
        since the date as of which such number of outstanding shares of Common Stock
        was
        reported.

       


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


       

      Section
        1.

       

      (a)           This
        Warrant is the common stock purchase warrant (the “Warrant”) issued
        pursuant to a Securities Purchase Agreement dated July 10, 2007 by and between
        the Company and Trafalgar (the “Convertible Debenture”).

       

      (b)           Definitions.  The
        following words and terms as used in this Warrant shall have the following
        meanings:

       

      (i)           “Approved
        Stock Plan” means any employee benefit plan which has been approved by the
        Board of Directors of the Company, pursuant to which the Company’s securities
        may be issued to any employee, officer or director for services provided
        to the
        Company.

       

      (ii)           “Business
        Day” means any day other than Saturday, Sunday or other day on which
        commercial banks in the City of New York are authorized or required by law
        to
        remain closed.

       

      (iii)           “Closing
        Bid Price” means the closing bid price of Common Stock as quoted on the
        Principal Market (as reported by Bloomberg Financial Markets
        (“Bloomberg”) through its “Volume at Price” function).

       

      (iv)           “Common
        Stock” means (i) the Company’s common stock, par value $.0001 per
        share, and (ii) any capital stock into which such Common Stock shall have
        been changed or any capital stock resulting from a reclassification of such
        Common Stock.

       

      (v)           “Excluded
        Securities” means, provided such security is issued at a price which is
        greater than or equal to the arithmetic average of the Closing Bid Prices
        of the
        Common Stock for the ten (10) consecutive trading days immediately preceding
        the
        date of issuance, any of the following: (a) any issuance by the Company of
        securities in connection with a strategic partnership or a joint venture
        (the
        primary purpose of which is not to raise equity capital), (b) any issuance
        by
        the Company of securities as consideration for a merger or consolidation
        or the
        acquisition of a business, product, license, or other assets of another person
        or entity and (c) options to purchase shares of Common Stock, provided (I)
        such
        options are issued after the date of this Warrant to employees of the Company
        within thirty (30) days of such employee’s starting his employment with the
        Company, and (II) the exercise price of such options is not less than the
        Closing Bid Price of the Common Stock on the date of issuance of such
        option.

       


      
        
          
          

        

        
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      (vi)           “Expiration
        Date” means the date five (5) years from the Issuance Date of this Warrant
        or, if such date falls on a Saturday, Sunday or other day on which banks
        are
        required or authorized to be closed in the City of New York or the State
        of New
        York or on which trading does not take place on the Principal Exchange or
        automated quotation system on which the Common Stock is traded (a
“Holiday”), the next date that is not a Holiday.

       

      (vii)           “Issuance
        Date” means the date hereof.

       

      (viii)         “Options”
        means any rights, warrants or options to subscribe for or purchase Common
        Stock
        or Convertible Securities.

       

      (ix)           “Other
        Securities” means (i) those options and warrants of the Company issued
        prior to, and outstanding on, the Issuance Date of this Warrant, (ii) the
        shares
        of Common Stock issuable on exercise of such options and warrants, provided
        such
        options and warrants are not amended after the Issuance Date of this Warrant
        and
        (iii) the shares of Common Stock issuable upon exercise of this
        Warrant.

       

      (x)           “Person”
        means an individual, a limited liability company, a partnership, a joint
        venture, a corporation, a trust, an unincorporated organization and a government
        or any department or agency thereof.

       

      (xi)           “Principal
        Market” means the New York Stock Exchange, the American Stock Exchange, the
        Nasdaq National Market, the Nasdaq SmallCap Market, whichever is at the time
        the
        principal trading exchange or market for such security, or the over-the-counter
        market on the electronic bulletin board for such security as reported by
        Bloomberg or, if no bid or sale information is reported for such security
        by
        Bloomberg, then the average of the bid prices of each of the market makers
        for
        such security as reported in the “pink sheets” by the National Quotation Bureau,
        Inc.

       

      (xii)           “Securities
        Act” means the Securities Act of 1933, as amended.

       

      (xiii)         
        “Warrant” means this Warrant and all Warrants issued in exchange,
        transfer or replacement thereof.

       

      (xiv)         
        “Warrant Exercise Price” shall be $.001 or as subsequently adjusted as
        provided in Section 8 hereof.

       

      (xv)           “Warrant
        Shares” means the shares of Common Stock issuable at any time upon exercise
        of this Warrant.

       


      
        
          
          

        

        
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      (c)           Other
        Definitional Provisions.

       

      (i)           Except
        as otherwise specified herein, all references herein (A) to the Company
        shall be deemed to include the Company’s successors and (B) to any
        applicable law defined or referred to herein shall be deemed references to
        such
        applicable law as the same may have been or may be amended or supplemented
        from
        time to time.

       

      (ii)           When
        used in this Warrant, the words “herein”, “hereof”, and
“hereunder” and words of similar import, shall
        refer to
        this Warrant as a whole and not to any provision of this Warrant, and the
        words
“Section”, “Schedule”, and “Exhibit” shall refer to
        Sections of, and Schedules and Exhibits to, this Warrant unless otherwise
        specified.

       

      (iii)           Whenever
        the context so requires, the neuter gender includes the masculine or feminine,
        and the singular number includes the plural, and vice versa.

       

      Section
        2.    Exercise of
        Warrant.  Subject to the terms and conditions hereof, this Warrant
        may be exercised by the holder hereof then registered on the books of the
        Company, pro rata as hereinafter provided, at any time on any Business Day
        on or
        after the opening of business on such Business Day, commencing with the first
        day after the date hereof, and prior to 11:59 P.M. Eastern Time on the
        Expiration Date, by (i) delivery of a written notice, in the form of the
        subscription notice attached as Exhibit A hereto (the “Exercise
        Notice”), of such holder’s election to exercise this Warrant, which notice
        shall specify the number of Warrant Shares to be purchased, (ii) payment to
        the Company of an amount equal to the Warrant Exercise Price(s) applicable
        to
        the Warrant Shares being purchased, multiplied by the number of Warrant
        Shares (at the applicable Warrant Exercise Price) as to which this Warrant
        is being exercised (plus any applicable issue or transfer taxes) (the
“Aggregate Exercise Price”) in cash or wire transfer of immediately
        available funds and (iii) the surrender of this Warrant (or an indemnification
        undertaking with respect to this Warrant in the case of its loss, theft or
        destruction) to a common carrier for overnight delivery to the Company as
        soon
        as practicable following such date.  In the event of any exercise of
        the rights represented by this Warrant in compliance with this Section 2(a),
        the
        Company shall on the fifth (5th) Business Day following the date of receipt
        of the Exercise Notice, the Aggregate Exercise Price and this Warrant (or
        an
        indemnification undertaking with respect to this Warrant in the case of its
        loss, theft or destruction) and the receipt of the representations of the
        holder
        specified in Section 6 hereof, if requested by the Company (the “Exercise
        Delivery Documents”), and if the Common Stock is DTC eligible credit such
        aggregate number of shares of Common Stock to which the holder shall be entitled
        to the holder’s or its designee’s balance account with The Depository Trust
        Company; provided, however, if the holder who submitted the Exercise Notice
        requested physical delivery of any or all of the Warrant Shares, or, if the
        Common Stock is not DTC eligible  then the Company shall, on or before
        the fifth (5th) Business
        Day
        following receipt of the Exercise Delivery Documents, issue and surrender
        to a
        common carrier for overnight delivery to the address specified in the Exercise
        Notice, a certificate, registered in the name of the holder, for the number
        of
        shares of Common Stock to which the holder shall be entitled pursuant to
        such
        request.  Upon delivery of the Exercise Notice and Aggregate Exercise
        Price referred to in clause (ii) above the holder of this Warrant shall be
        deemed for all corporate purposes to have become the holder of record of the
        Warrant Shares with respect to which this Warrant has been
        exercised.  In the case of a dispute as to the determination of the
        Warrant Exercise Price, the Closing
        Bid Price or the arithmetic calculation of the Warrant Shares, the Company
        shall
        promptly issue to the holder the number of Warrant Shares that is not disputed
        and shall submit the disputed determinations or arithmetic calculations to
        the
        holder via facsimile within one (1) Business Day of receipt of the holder’s
        Exercise Notice.  If the holder and the Company are unable to agree
        upon the determination of the Warrant Exercise Price or arithmetic calculation
        of the Warrant Shares within one (1) day of such disputed determination or
        arithmetic calculation being submitted to the holder, then the Company shall
        immediately submit via facsimile (i) the disputed determination of the Warrant
        Exercise Price or the Closing Bid Price to an independent, reputable investment
        banking firm or (ii) the disputed arithmetic calculation of the Warrant Shares
        to its independent, outside accountant.  The Company shall cause the
        investment banking firm or the accountant, as the case may be, to perform
        the
        determinations or calculations and notify the Company and the holder of the
        results no later than forty-eight (48) hours from the time it receives the
        disputed determinations or calculations.  Such investment banking
        firm’s or accountant’s determination or calculation, as the case may be, shall
        be deemed conclusive absent manifest error.

       


      
        
          
          

        

        
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      (a)           Unless
        the rights represented by this Warrant shall have expired or shall have been
        fully exercised, the Company shall, as soon as practicable and in no event
        later
        than five (5) Business Days after any exercise and at its own expense, issue
        a
        new Warrant identical in all respects to this Warrant exercised except it
        shall
        represent rights to purchase the number of Warrant Shares purchasable
        immediately prior to such exercise under this Warrant exercised, less the
        number
        of Warrant Shares with respect to which such Warrant is exercised.

       

      (b)           No
        fractional Warrant Shares are to be issued upon any pro rata exercise of
        this
        Warrant, but rather the number of Warrant Shares issued upon such exercise
        of
        this Warrant shall be rounded up or down to the nearest whole
        number.

       

      (c)           If
        the Company or its Transfer Agent shall fail for any reason or for no reason
        to
        issue to the holder within ten (10) days of receipt of the Exercise
        Delivery Documents, a certificate for the number of Warrant Shares to which
        the
        holder is entitled or to credit the holder’s balance account with The Depository
        Trust Company for such number of Warrant Shares to which the holder is entitled
        upon the holder’s exercise of this Warrant, the Company shall, in addition to
        any other remedies under this Warrant or the Placement Agent Agreement or
        otherwise available to such holder, pay as additional damages in cash to
        such
        holder on each day the issuance of such certificate for Warrant Shares is
        not
        timely effected an amount equal to 0.025% of the product of (A) the sum of
        the
        number of Warrant Shares not issued to the holder on a timely basis and to
        which
        the holder is entitled, and (B) the Closing Bid Price of the Common Stock
        for
        the trading day immediately preceding the last possible date which the Company
        could have issued such Common Stock to the holder without violating this
        Section 2.

       

      (d)           If
        within ten (10) days after the Company’s receipt of the Exercise Delivery
        Documents, the Company fails to deliver a new Warrant to the holder for the
        number of Warrant Shares to which such holder is entitled pursuant to Section
        2
        hereof, then, in addition to any other available remedies under this Warrant
        or
        the Placement Agent Agreement, or otherwise available to such holder, the
        Company shall pay as additional damages in cash to such holder on each day
        after
        such tenth (10th) day
        that such
        delivery of such new Warrant is not timely effected in an amount equal to
        0.25%
        of the product of (A) the number of Warrant Shares represented by the
        portion of this Warrant which is not being exercised and (B) the Closing
        Bid Price of the Common Stock for the trading day immediately preceding the
        last
        possible date which the Company could have issued such Warrant to the holder
        without violating this Section 2.

       


      
        
          
          

        

        
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      Section
        3.    Covenants as to
        Common Stock.  The Company hereby covenants and agrees as
        follows:

       

      (a)           This
        Warrant is, and any Warrants issued in substitution for or replacement of
        this
        Warrant will upon issuance be, duly authorized and validly issued.

       

      (b)           All
        Warrant Shares which may be issued upon the exercise of the rights represented
        by this Warrant will, upon issuance, be validly issued, fully paid and
        nonassessable and free from all taxes, liens and charges with respect to
        the
        issue thereof.

       

      (c)           During
        the period within which the rights represented by this Warrant may be exercised,
        the Company will at all times have authorized and reserved at least one hundred
        percent (100%) of the number of shares of Common Stock needed to provide
        for the
        exercise of the rights then represented by this Warrant and the par value
        of
        said shares will at all times be less than or equal to the applicable Warrant
        Exercise Price.  If at any time the Company does not have a sufficient
        number of shares of Common Stock authorized and available, then the Company
        shall call and hold a special meeting of its stockholders within sixty (60)
        days of that time for the sole purpose of increasing the number of authorized
        shares of Common Stock.

       

      (d)           If
        at any time after the date hereof the Company shall file a registration
        statement, the Company shall include the Warrant Shares issuable to the holder,
        pursuant to the terms of this Warrant and shall maintain, so long as any
        other
        shares of Common Stock shall be so listed, such listing of all Warrant Shares
        from time to time issuable upon the exercise of this Warrant; and the Company
        shall so list on each national securities exchange or automated quotation
        system, as the case may be, and shall maintain such listing of, any other
        shares
        of capital stock of the Company issuable upon the exercise of this Warrant
        if
        and so long as any shares of the same class shall be listed on such national
        securities exchange or automated quotation system.

       

      (e)           The
        Company will not, by amendment of its Articles of Incorporation or through
        any
        reorganization, transfer of assets, consolidation, merger, dissolution, issue
        or
        sale of securities, or any other voluntary action, avoid or seek to avoid
        the
        observance or performance of any of the terms to be observed or performed
        by it
        hereunder, but will at all times in good faith assist in the carrying out
        of all
        the provisions of this Warrant and in the taking of all such action as may
        reasonably be requested by the holder of this Warrant in order to protect
        the
        exercise privilege of the holder of this Warrant against dilution or other
        impairment, consistent with the tenor and purpose of this
        Warrant.  The Company will not increase the par value of any shares of
        Common Stock receivable upon the exercise of this Warrant above the Warrant
        Exercise Price then in effect, and (ii) will take all such actions as may
        be necessary or appropriate in order that the Company may validly and legally
        issue fully paid and nonassessable shares of Common Stock upon the exercise
        of
        this Warrant.

       


      
        
          
          

        

        
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      (f)           This
        Warrant will be binding upon any entity succeeding to the Company by merger,
        consolidation or acquisition of all or substantially all of the Company’s
        assets.

       

      Section
        4.    Taxes.  The
        Company shall pay any and all taxes, except any applicable withholding, which
        may be payable with respect to the issuance and delivery of Warrant Shares
        upon
        exercise of this Warrant.

       

      Section
        5.    Warrant Holder Not
        Deemed a Stockholder.  Except as otherwise specifically provided
        herein, no holder, as such, of this Warrant shall be entitled to vote or
        receive
        dividends or be deemed the holder of shares of capital stock of the Company
        for
        any purpose, nor shall anything contained in this Warrant be construed to
        confer
        upon the holder hereof, as such, any of the rights of a stockholder of the
        Company or any right to vote, give or withhold consent to any corporate action
        (whether any reorganization, issue of stock, reclassification of stock,
        consolidation, merger, conveyance or otherwise), receive notice of meetings,
        receive dividends or subscription rights, or otherwise, prior to the issuance
        to
        the holder of this Warrant of the Warrant Shares which he or she is then
        entitled to receive upon the due exercise of this Warrant.  In
        addition, nothing contained in this Warrant shall be construed as imposing
        any
        liabilities on such holder to purchase any securities (upon exercise of this
        Warrant or otherwise) or as a stockholder of the Company, whether such
        liabilities are asserted by the Company or by creditors of the
        Company.  Notwithstanding this Section 5, the Company will provide the
        holder of this Warrant with copies of the same notices and other information
        given to the stockholders of the Company generally, contemporaneously with
        the
        giving thereof to the stockholders.

       

      Section
        6.    Representations of
        Holder.  The holder of this Warrant, by the acceptance hereof,
        represents that it is acquiring this Warrant and the Warrant Shares for its
        own
        account for investment only and not with a view towards, or for resale in
        connection with, the public sale or distribution of this Warrant or the Warrant
        Shares, except pursuant to sales registered or exempted under the Securities
        Act; provided, however, that by making the representations herein, the holder
        does not agree to hold this Warrant or any of the Warrant Shares for any
        minimum
        or other specific term and reserves the right to dispose of this Warrant
        and the
        Warrant Shares at any time in accordance with or pursuant to a registration
        statement or an exemption under the Securities Act.  The holder of
        this Warrant further represents, by acceptance hereof, that, as of this date,
        such holder is an “accredited investor” as such term is defined in
        Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange
        Commission under the Securities Act (an “Accredited
        Investor”).  Upon exercise of this Warrant the holder shall, if
        requested by the Company, confirm in writing, in a form satisfactory to the
        Company, that the Warrant Shares so purchased are being acquired solely for
        the
        holder’s own account and not as a nominee for any other party, for investment,
        and not with a view toward distribution or resale and that such holder is
        an
        Accredited Investor.  If such holder cannot make such representations
        because they would be factually incorrect, it shall be a condition to such
        holder’s exercise of this Warrant that the Company receive such other
        representations as the Company considers reasonably necessary to assure the
        Company that the issuance of its securities upon exercise of this Warrant
        shall
        not violate any United States or state securities laws.

       


      
        
          
          

        

        
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      Section
        7.    Ownership and
        Transfer.

       

      (a)           The
        Company shall maintain at its principal executive offices (or such other
        office
        or agency of the Company as it may designate by notice to the holder hereof),
        a
        register for this Warrant, in which the Company shall record the name and
        address of the person in whose name this Warrant has been issued, as well
        as the
        name and address of each transferee.  The Company may treat the person
        in whose name any Warrant is registered on the register as the owner and
        holder
        thereof for all purposes, notwithstanding any notice to the contrary, but
        in all
        events recognizing any transfers made in accordance with the terms of this
        Warrant.

       

      Section
        8.    Adjustment of
        Warrant Exercise Price and Number of Shares.  The Warrant Exercise
        Price and the number of shares of Common Stock issuable upon exercise of
        this
        Warrant shall be adjusted from time to time as follows:

       

      (a)           Adjustment
        of Warrant Exercise Price and Number of Shares upon Issuance of Common
        Stock.  If and whenever on or after the Issuance Date of this
        Warrant, the Company issues or sells, or is deemed to have issued or sold,
        any
        shares of Common Stock (other than (i) Excluded Securities and (ii) shares
        of Common Stock which are issued or deemed to have been issued by the Company
        in
        connection with an Approved Stock Plan or upon exercise or conversion of
        the
        Other Securities) for a consideration per share less than a price (the
“Applicable Price”) equal to the Warrant Exercise Price in effect
        immediately prior to such issuance or sale, then immediately after such issue
        or
        sale the Warrant Exercise Price then in effect shall be reduced to an amount
        equal to such consideration per share.  Upon each such adjustment of
        the Warrant Exercise Price hereunder, the number of Warrant Shares issuable
        upon
        exercise of this Warrant shall be adjusted to the number of shares determined
        by
        multiplying the Warrant Exercise Price in effect immediately prior to such
        adjustment by the number of Warrant Shares issuable upon exercise of this
        Warrant immediately prior to such adjustment and dividing the product thereof
        by
        the Warrant Exercise Price resulting from such adjustment.

       

      (b)           Effect
        on Warrant Exercise Price of Certain Events.  For purposes of
        determining the adjusted Warrant Exercise Price under Section 8(a) above,
        the
        following shall be applicable:

       

      (i)           Issuance
        of Options.  If after the date hereof, the Company in any manner
        grants any Options and the lowest price per share for which one share of
        Common
        Stock is issuable upon the exercise of any such Option or upon conversion
        or
        exchange of any convertible securities issuable upon exercise of any such
        Option
        is less than the Applicable Price, then such share of Common Stock shall
        be
        deemed to be outstanding and to have been issued and sold by the Company
        at the
        time of the granting or sale of such Option for such price per
        share.  For purposes of this Section 8(b)(i), the lowest price per
        share for which one share of Common Stock is issuable upon exercise of such
        Options or upon conversion or exchange of such Convertible Securities shall
        be
        equal to the sum of the lowest amounts of consideration (if any) received
        or
        receivable by the Company with respect to any one share of Common Stock upon
        the
        granting or sale of the Option, upon exercise of the Option or upon conversion
        or exchange of any convertible security issuable upon exercise of such
        Option.  No further adjustment of the Warrant Exercise Price shall be
        made upon the actual issuance of such Common Stock or of such convertible
        securities upon the exercise of such Options or upon the actual issuance
        of such
        Common Stock upon conversion or exchange of such convertible
        securities.

       


      
        
          
          

        

        
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      (ii)           Issuance
        of Convertible Securities.  If the Company in any manner issues or
        sells any convertible securities and the lowest price per share for which
        one
        share of Common Stock is issuable upon the conversion or exchange thereof
        is
        less than the Applicable Price, then such share of Common Stock shall be
        deemed
        to be outstanding and to have been issued and sold by the Company at the
        time of
        the issuance or sale of such convertible securities for such price per
        share.  For the purposes of this Section 8(b)(ii), the lowest
        price per share for which one share of Common Stock is issuable upon such
        conversion or exchange shall be equal to the sum of the lowest amounts of
        consideration (if any) received or receivable by the Company with respect
        to one
        share of Common Stock upon the issuance or sale of the convertible security
        and
        upon conversion or exchange of such convertible security.  No further
        adjustment of the Warrant Exercise Price shall be made upon the actual issuance
        of such Common Stock upon conversion or exchange of such convertible securities,
        and if any such issue or sale of such convertible securities is made upon
        exercise of any Options for which adjustment of the Warrant Exercise Price
        had
        been or are to be made pursuant to other provisions of this Section 8(b),
        no
        further adjustment of the Warrant Exercise Price shall be made by reason
        of such
        issue or sale.

       

      (iii)           Change
        in Option Price or Rate of Conversion.  If the purchase price
        provided for in any Options, the additional consideration, if any, payable
        upon
        the issue, conversion or exchange of any convertible securities, or the rate
        at
        which any convertible securities are convertible into or exchangeable for
        Common
        Stock changes at any time, the Warrant Exercise Price in effect at the time
        of
        such change shall be adjusted to the Warrant Exercise Price which would have
        been in effect at such time had such Options or convertible securities provided
        for such changed purchase price, additional consideration or changed conversion
        rate, as the case may be, at the time initially granted, issued or sold and
        the
        number of Warrant Shares issuable upon exercise of this Warrant shall be
        correspondingly readjusted.  For purposes of this Section 8(b)(iii),
        if the terms of any Option or convertible security that was outstanding as
        of
        the Issuance Date of this Warrant are changed in the manner described in
        the
        immediately preceding sentence, then such Option or convertible security
        and the
        Common Stock deemed issuable upon exercise, conversion or exchange thereof
        shall
        be deemed to have been issued as of the date of such change.  No
        adjustment pursuant to this Section 8(b) shall be made if such adjustment
        would result in an increase of the Warrant Exercise Price then in
        effect.

       

      (c)           Effect
        on Warrant Exercise Price of Certain Events.  For purposes of
        determining the adjusted Warrant Exercise Price under Sections 8(a) and
        8(b), the following shall be applicable:

       

      (i)           Calculation
        of Consideration Received.  If any Common Stock, Options or
        convertible securities are issued or sold or deemed to have been issued or
        sold
        for cash, the consideration received therefore will be deemed to be the net
        amount received by the Company therefore.  If any Common Stock,
        Options or convertible securities are issued or sold for a consideration
        other
        than cash, the amount of such consideration received by the Company will
        be the
        fair value of such consideration, except where such consideration consists
        of
        marketable securities, in which case the amount of consideration received
        by the
        Company will be the market price of such securities on the date of receipt
        of
        such securities.  If any Common Stock, Options or convertible
        securities are issued to the owners of the non-surviving entity in connection
        with any merger in which the Company is the surviving entity, the amount
        of
        consideration therefore will be deemed to be the fair value of such portion
        of
        the net assets and business of the non-surviving entity as is attributable
        to
        such Common Stock, Options or convertible securities, as the case may
        be.  The fair value of any consideration other than cash or securities
        will be determined jointly by the Company and the holders of Warrants
        representing at least two-thirds (b) of the Warrant Shares issuable upon
        exercise of the Warrants then outstanding.  If such parties are unable
        to reach agreement within ten (10) days after the occurrence of an event
        requiring valuation (the “Valuation Event”), the fair value of such
        consideration will be determined within five (5) Business Days after the
        tenth (10th) day
        following the
        Valuation Event by an independent, reputable appraiser jointly selected by
        the
        Company and the holders of Warrants representing at least two-thirds (b)
        of the
        Warrant Shares issuable upon exercise of the Warrants then
        outstanding.  The determination of such appraiser shall be final and
        binding upon all parties and the fees and expenses of such appraiser shall
        be
        borne jointly by the Company and the holders of Warrants.

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      (ii)           Integrated
        Transactions.  In case any Option is issued in connection with the
        issue or sale of other securities of the Company, together comprising one
        integrated transaction in which no specific consideration is allocated to
        such
        Options by the parties thereto, the Options will be deemed to have been issued
        for a consideration of $.01.

       

      (iii)           Treasury
        Shares.  The number of shares of Common Stock outstanding at any
        given time does not include shares owned or held by or for the account of
        the
        Company, and the disposition of any shares so owned or held will be considered
        an issue or sale of Common Stock.

       

      (iv)           Record
        Date.  If the Company takes a record of the holders of Common
        Stock for the purpose of entitling them (1) to receive a dividend or other
        distribution payable in Common Stock, Options or in convertible securities
        or
        (2) to subscribe for or purchase Common Stock, Options or convertible
        securities, then such record date will be deemed to be the date of the issue
        or
        sale of the shares of Common Stock deemed to have been issued or sold upon
        the
        declaration of such dividend or the making of such other distribution or
        the
        date of the granting of such right of subscription or purchase, as the case
        may
        be.

       

      (d)           Adjustment
        of Warrant Exercise Price upon Subdivision or Combination of Common
        Stock.  If the Company at any time after the date of issuance of
        this Warrant subdivides (by any stock split, stock dividend, recapitalization
        or
        otherwise) one or more classes of its outstanding shares of Common Stock
        into a
        greater number of shares, any Warrant Exercise Price in effect immediately
        prior
        to such subdivision will be proportionately reduced and the number of shares
        of
        Common Stock obtainable upon exercise of this Warrant will be proportionately
        increased.  If the Company at any time after the date of issuance of
        this Warrant combines (by combination, reverse stock split or otherwise)
        one or
        more classes of its outstanding shares of Common Stock into a smaller number
        of
        shares, any Warrant Exercise Price in effect immediately prior to such
        combination will be proportionately increased and the number of Warrant Shares
        issuable upon exercise of this Warrant will be proportionately
        decreased.  Any adjustment under this Section 8(d) shall become
        effective at the close of business on the date the subdivision or combination
        becomes effective.

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      (e)           Distribution
        of Assets.  If the Company shall declare or make any dividend or
        other distribution of its assets (or rights to acquire its assets) to holders
        of
        Common Stock, by way of return of capital or otherwise (including, without
        limitation, any distribution of cash, stock or other securities, property
        or
        options by way of a dividend, spin off, reclassification, corporate
        rearrangement or other similar transaction) (a “Distribution”), at any
        time after the issuance of this Warrant, then, in each such case:

       

      (i)           any
        Warrant Exercise Price in effect immediately prior to the close of business
        on
        the record date fixed for the determination of holders of Common Stock
        entitled to receive the Distribution shall be reduced, effective as
        of the close of business on such record date, to a price determined by
        multiplying such Warrant Exercise Price by a fraction of which (A) the numerator
        shall be the Closing Sale Price of the Common Stock on the trading day
        immediately preceding such record date minus the value of the Distribution
        (as
        determined in good faith by the Company’s Board of Directors) applicable to one
        share of Common Stock, and (B) the denominator shall be the Closing Sale
        Price
        of the Common Stock on the trading day immediately preceding such record
        date;
        and

       

      (ii)           either
        (A) the number of Warrant Shares obtainable upon exercise of this Warrant
        shall
        be increased to a number of shares equal to the number of shares of Common
        Stock
        obtainable immediately prior to the close of business on the record date
        fixed
        for the determination of holders of Common Stock entitled to receive the
        Distribution multiplied by the reciprocal of the fraction set forth in the
        immediately preceding clause (i), or (B) in the event that the Distribution
        is
        of common stock of a company whose common stock is traded on a national
        securities exchange or a national automated quotation system, then the holder
        of
        this Warrant shall receive an additional warrant to purchase Common Stock,
        the
        terms of which shall be identical to those of this Warrant, except that such
        warrant shall be exercisable into the amount of the assets that would have
        been
        payable to the holder of this Warrant pursuant to the Distribution had the
        holder exercised this Warrant immediately prior to such record date and with
        an
        exercise price equal to the amount by which the exercise price of this Warrant
        was decreased with respect to the Distribution pursuant to the terms of the
        immediately preceding clause (i).

       

      (f)           Certain
        Events.  If any event occurs of the type contemplated by the
        provisions of this Section 8 but not expressly provided for by such
        provisions (including, without limitation, the granting of stock appreciation
        rights, phantom stock rights or other rights with equity features), then
        the
        Company’s Board of Directors will make an appropriate adjustment in the Warrant
        Exercise Price and the number of shares of Common Stock obtainable upon exercise
        of this Warrant so as to protect the rights of the holders of the Warrants;
        provided, except as set forth in section 8(d),that no such adjustment pursuant
        to this Section 8(f) will increase the Warrant Exercise Price or decrease
        the
        number of shares of Common Stock obtainable as otherwise determined pursuant
        to
        this Section 8.

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      (g)           Notices.

       

      (i)           Immediately
        upon any adjustment of the Warrant Exercise Price, the Company will give
        written
        notice thereof to the holder of this Warrant, setting forth in reasonable
        detail, and certifying, the calculation of such adjustment.

       

      (ii)           The
        Company will give written notice to the holder of this Warrant at least ten
        (10)
        days prior to the date on which the Company closes its books or takes a record
        (A) with respect to any dividend or distribution upon the Common Stock,
        (B) with respect to any pro rata subscription offer to holders of Common
        Stock or (C) for determining rights to vote with respect to any Organic
        Change (as defined below), dissolution or liquidation, provided that such
        information shall be made known to the public prior to or in conjunction
        with
        such notice being provided to such holder.

       

      (iii)           The
        Company will also give written notice to the holder of this Warrant at least
        ten
        (10) days prior to the date on which any Organic Change, dissolution or
        liquidation will take place, provided that such information shall be made
        known
        to the public prior to or in conjunction with such notice being provided
        to such
        holder.

       

      Section
        9.    Purchase Rights;
        Reorganization, Reclassification, Consolidation, Merger or
        Sale.

       

      (a)           In
        addition to any adjustments pursuant to Section 8 above, if at any time the
        Company grants, issues or sells any Options, Convertible Securities or rights
        to
        purchase stock, warrants, securities or other property pro rata to the record
        holders of any class of Common Stock (the “Purchase Rights”), then the
        holder of this Warrant will be entitled to acquire, upon the terms applicable
        to
        such Purchase Rights, the aggregate Purchase Rights which such holder could
        have
        acquired if such holder had held the number of shares of Common Stock acquirable
        upon complete exercise of this Warrant immediately before the date on which
        a
        record is taken for the grant, issuance or sale of such Purchase Rights,
        or, if
        no such record is taken, the date as of which the record holders of Common
        Stock
        are to be determined for the grant, issue or sale of such Purchase
        Rights.

       

      (b)           Any
        recapitalization, reorganization, reclassification, consolidation, merger,
        sale
        of all or substantially all of the Company’s assets to another Person or other
        transaction in each case which is effected in such a way that holders of
        Common
        Stock are entitled to receive (either directly or upon subsequent liquidation)
        stock, securities or assets with respect to or in exchange for Common Stock
        is
        referred to herein as an “Organic Change.”  Prior to the
        consummation of any (i) sale of all or substantially all of the Company’s assets
        to an acquiring Person or (ii) other Organic Change following which the Company
        is not a surviving entity, the Company will secure from the Person purchasing
        such assets or the successor resulting from such Organic Change (in each
        case,
        the “Acquiring Entity”) a written agreement (in form and substance
        satisfactory to the holders of Warrants representing at least two-thirds
        of the
        Warrant Shares issuable upon exercise of the Warrants then outstanding) to
        deliver to each holder of Warrants in exchange for such Warrants, a security
        of
        the Acquiring Entity evidenced by a written instrument substantially similar
        in
        form and substance to this Warrant and satisfactory to the holders of the
        Warrants (including an adjusted warrant exercise price equal to the value
        for
        the Common Stock reflected by the terms of such consolidation, merger or
        sale,
        and exercisable for a corresponding number of shares of Common Stock acquirable
        and receivable upon exercise of the Warrants without regard to any limitations
        on exercise, if the value so reflected is less than any Applicable Warrant
        Exercise Price immediately prior to such consolidation, merger or
        sale).  Prior to the consummation of any other Organic Change, the
        Company shall make appropriate provision (in form and substance satisfactory
        to
        the holders of Warrants representing a majority of the
        Warrant Shares issuable upon exercise of the Warrants then outstanding) to
        insure that each of the holders of the Warrants will thereafter have the
        right
        to acquire and receive in lieu of or in addition to (as the case may be)
        the
        Warrant Shares immediately theretofore issuable and receivable upon the exercise
        of such holder’s Warrants (without regard to any limitations on exercise),
        such shares of stock, securities or assets that would have been issued or
        payable in such Organic Change with respect to or in exchange for the number
        of
        Warrant Shares which would have been issuable and receivable upon the exercise
        of such holder’s Warrant as of the date of such Organic Change (without taking
        into account any limitations or restrictions on the exercisability of this
        Warrant).

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      Section
        10.    Lost, Stolen,
        Mutilated or Destroyed Warrant.  If this Warrant is lost, stolen,
        mutilated or destroyed, the Company shall promptly, on receipt of an
        indemnification undertaking (or, in the case of a mutilated Warrant, the
        Warrant), issue a new Warrant of like denomination and tenor as this Warrant
        so
        lost, stolen, mutilated or destroyed.

       

      Section
        11.    Notice.  Any
        notices, consents, waivers or other communications required or permitted
        to be
        given under the terms of this Warrant must be in writing and will be deemed
        to
        have been delivered:  (i) upon receipt, when delivered
        personally; (ii) upon receipt, when sent by facsimile (provided
        confirmation of receipt is received by the sending party transmission is
        mechanically or electronically generated and kept on file by the sending
        party);
        or (iii) one Business Day after deposit with a nationally recognized
        overnight delivery service, in each case properly addressed to the party
        to
        receive the same.  The addresses and facsimile numbers for such
        communications shall be:

       

      
        	
                If
                  to Trafalgar:

              	
                Trafalgar
                  Capital Specialized Investment Fund, Luxembourg

              
	 	
                8-10
                  Rue Mathias Hardt

              
	 	
                BP
                  3023

              
	 	
                L-1030
                  Luxembourg

              
	 	
                Attention:     Andrew
                  Garai, Chairman of the Board of

              
	 	
                                     
                    Trafalgar Capital Sarl, General Partner

              
	 	
                Facsimile:       011-44-207-405-0161
                  and

                                        001-786-323-1651

              
	 	 
	
                With
                  Copy to:

              	
                James
                  G. Dodrill II, P.A.

              
	 	
                5800
                  Hamilton Way

              
	 	
                Boca
                  Raton, FL  33496

              
	 	
                Attention:      James
                  Dodrill, Esq.

              
	 	
                Telephone:    (561)
                  862-0529

              
	 	
                Facsimile:       (561)
                  892-7787

              
	 	 


      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      


      
        	
                If
                  to the Company, to:

              	
                C-Mark
                  International, Inc..

              
	 	
                4180
                  E. Van Buren, Suite 325

              
	 	
                Phoenix,
                  AZ 85008

              
	 	
                Attn:
                  Mr. Charles Jones, CEO

              
	 	
                Telephone:
                  (602) 443-8640

              
	 	
                Facsimile:
                  (602) 443-8646

              
	 	 
	
                With
                  a copy to:

              	
                The
                  O’Neal Law Firm

              
	 	
                17100
                  E. Shea Blvd., Suite 400-D

              
	 	
                Fountain
                  Hills, AZ  85268

              
	 	
                Attention:  William
                  O’Neal, Esq.

              
	 	
                Telephone:
                  (480) 812-5058

              
	 	
                Facsimile:
                  (480) 816-9241

              


      

      


      If
        to a
        holder of this Warrant, to it at the address and facsimile number set forth
        on
Exhibit C hereto, with copies to such holder’s representatives as
        set forth on Exhibit C, or at such other address and facsimile as
        shall be delivered to the Company upon the issuance or transfer of this
        Warrant.  Each party shall provide five days’ prior written notice to
        the other party of any change in address or facsimile number.  Written
        confirmation of receipt (A) given by the recipient of such notice, consent,
        facsimile, waiver or other communication, (or (B) provided by a nationally
        recognized overnight delivery service shall be rebuttable evidence of personal
        service, receipt by facsimile or receipt from a nationally recognized overnight
        delivery service in accordance with clause (i), (ii) or (iii) above,
        respectively.

       

      Section
        12.    Date.  The
        date of this Warrant is set forth on page 1 hereof.  This Warrant,
        in all events, shall be wholly void and of no effect after the close of
        business on the Expiration Date, except that notwithstanding any other
        provisions hereof, the provisions of Section 8(b) shall continue in full
        force and effect after such date as to any Warrant Shares or other securities
        issued upon the exercise of this Warrant.

       

      Section
        13.    Amendment and
        Waiver.  Except as otherwise provided herein, the provisions of
        the Warrants may be amended and the Company may take any action herein
        prohibited, or omit to perform any act herein required to be performed by
        it,
        only if the Company has obtained the written consent of the holders of Warrants
        representing at least two-thirds of the Warrant Shares issuable upon exercise
        of
        the Warrants then outstanding; provided that, except for Section 8(d), no
        such
        action may increase the Warrant Exercise Price or decrease the number of
        shares
        or class of stock obtainable upon exercise of any Warrant without the written
        consent of the holder of such Warrant.

       

      Section
        14.    Descriptive
        Headings; Governing Law.  The descriptive headings of the several
        sections and paragraphs of this Warrant are inserted for convenience only
        and do
        not constitute a part of this Warrant.  The corporate laws of the
        State of Florida shall govern all issues concerning the relative rights of
        the
        Company and its stockholders.  All other questions concerning the
        construction, validity, enforcement and interpretation of this Agreement
        shall
        be governed by the internal laws of the State of Florida without giving effect
        to any choice of law or conflict of law provision or rule (whether of the
        State
        of Florida or any other jurisdictions) that would cause the application of
        the
        laws of any jurisdictions other than the State of Florida  Each party
        hereby irrevocably submits to the exclusive jurisdiction of the state courts
        sitting in Broward County, Florida and the United States District Court for
        the
        Southern District of Florida for the adjudication of any dispute hereunder
        or in
        connection herewith or therewith, or with any transaction contemplated hereby
        or
        discussed herein, and hereby irrevocably waives, and agrees not to assert
        in any
        suit, action or proceeding, any claim that it is not personally subject to
        the
        jurisdiction of any such court, that such suit, action or proceeding is brought
        in an inconvenient forum or that the venue of such suit, action or proceeding
        is
        improper.  Each party hereby irrevocably waives personal service of
        process and consents to process being served in any such suit, action or
        proceeding by mailing a copy thereof to such party at the address for such
        notices to it under this Agreement and agrees that such service shall constitute
        good and sufficient service of process and notice thereof.  Nothing
        contained herein shall be deemed to limit in any way any right to serve process
        in any manner permitted by law.

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


       

      Section
        15.    Waiver of Jury
        Trial.  AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO
        ENTER INTO THIS WARRANT, THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL
        BY
        JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY
        AND
        ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS
        TRANSACTION.

       

      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be signed as of
        the date first set forth above.

       

      
        	 	
                CMARK
                  INTERNATIONAL, INC.

              
	 	 
	 	
                By:  /s/
                  Charles W. Jones,
                  Jr.                     

              
	 	
                Name:   Charles
                  W. Jones,
                  Jr.                    

              
	 	
                Title:   President                                           

              


      

      


      


      


      



      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      


       

      EXHIBIT
        A TO WARRANT

       

      EXERCISE
        NOTICE

       

      TO
        BE EXECUTED

       

      BY
        THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

       

      C-MARK
        INTERNATIONAL, INC.

       

      The
        undersigned holder hereby exercises the right to purchase ______________
        of the
        shares of Common Stock (“Warrant Shares”) of C-Mark International, Inc..,
        a South Carolina corporation (the “Company”), evidenced by the attached
        Warrant (the “Warrant”).  Capitalized terms used herein and not
        otherwise defined shall have the respective meanings set forth in the
        Warrant.

       

      1.           Form
        of Warrant Exercise Price.  The Holder intends that payment of the
        Warrant Exercise Price shall be made as a “Cash Exercise” with respect to
        ______________ Warrant Shares.

       

      2.           Payment
        of Warrant Exercise Price. The holder shall pay the sum of $______________
        to the Company in accordance with the terms of the Warrant.

       

      3.           Delivery
        of Warrant Shares.  The Company shall deliver to the holder
        _________ Warrant Shares in accordance with the terms of the
        Warrant.

       

      Date:
        _______________ __, ______

      


      


      Name
        of
        Registered Holder

      


      By:                 
                 
                                                                                              

      Name:                                                                                                                               

      Title:            
                                                                                                                             

      


      


      


      



      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      


       

      EXHIBIT
        B TO WARRANT

       

       

      FORM
        OF WARRANT POWER

       

      FOR
        VALUE RECEIVED, the undersigned does hereby assign and transfer to
        ________________, Federal Identification No. __________, a warrant to
        purchase ____________ shares of the capital stock of C-Mark International,
        Inc.,
        a South Carolina corporation, represented by warrant certificate no. _____,
        standing in the name of the undersigned on the books of said
        corporation.  The undersigned does hereby irrevocably constitute and
        appoint ______________, attorney to transfer the warrants of said corporation,
        with full power of substitution in the premises.

       

      
        	
                Dated:                                                                

              	                                       
                                                             
	 	 
	 	
                By:                                                                                                                                              

              
	 	
                Name:                 
                                                                          

              
	 	
                Title:                   
                                                                          
                  

              
	 	 


      

      


      
 

       

       

      B-1