exhibit_10-24.htm


    
      

    

    Exhibit
      10.24

     

    


     

    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.: 113W	
                 Number
                  of Shares: 500,000

              


      

    

     

    Date
      of
      Issuance:  June 21, 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) five hundred thousand (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 a common stock purchase warrant (the “Warrant”) issued
      pursuant to an amendment to that certain secured convertible debenture
      originally issued on May 15, 2007 from the Company to  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.

     

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

     

    (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 $.10 per share 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.

     

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    (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”): (a) in cash or wire transfer of immediately
      available funds, (b) using shares of Common Stock of the Company having a fair
      market value equal to the Aggregate Exercise Price, or (c) by delivery of a
      written notice of Net Exercise, as defined in the following paragraph 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.

     

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


     

     

    In
      lieu
      of exercising this Warrant via cash payment or delivery of shares, holder may
      elect to receive shares equal to the value of this Warrant (or portion thereof
      being exercised) by surrender of this Warrant at the principal office of the
      Company together with notice of election to exercise by means of a Net Exercise
      in which event the Company shall issue to holder a number of shares of the
      Company computed using the following formula:

     

     

     

    
      	 	 X= 	 Y(A-B)_
	 	 	   
              A
	 	 	 
	 	 Where
              X = 	 the
              number of shares of Common Stock to be issued to the holder
	 	 	 
	 	 Y
              =  	
               the
                number of shares of Common Stock purchasable under this Warrant or,
                if
                only a portion of this Warrant is being exercised, the portion of
                this
                Warrant being exercised (at the date of such
                calculation)

            
	 	 	 
	 	 A
              =	 the
              Fair Market Value of one share of the Company’s Common Stock (at the date
              of such calculation)
	 	 	 
	 	 B
              = 	 the
              Exercise Price per share (as adjusted to the date of such
              calculation).


    

     

     

    (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.

     

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    (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.

     

    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.

     

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    (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.

     

    (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.

     

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    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.

     

    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.

     

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


     

     

    (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.

     

    (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.

     

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


     

     

    (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.

     

    (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.

     

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


     

     

    (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.

     

    (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).

     

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


     

     

    (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.

     

    (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.

     

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


     

     

    (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).

     

    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:

     

    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    


     

     

    
      	
              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

            
	 	 
	
              If
                to the Company, to:

            	
              C-Mark
                International, Inc..

            
	 	
              4130
                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.

     

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


     

     

    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.

     

    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