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                                   EXHIBIT 4.1

                                 FORM OF WARRANT

                           WARRANTS TO PURCHASE SHARES
                   OF COMMON STOCK OF DAC TECHNOLOGIES GROUP
                              INTERNATIONAL, INC.

CERT. NO. 1                                                  NO. WARRANTS 43,857

      This Warrant Certificate certifies that THOMAS J. PRAY (the "Holder"), is
the owner of 43,857 warrants ("Warrants") of DAC Technologies Group
International, Inc. (subject to adjustment as provided herein), each of which
represents the right to subscribe for and purchase from DAC Technologies Group
International, Inc., a Florida corporation (the "Company"), one share of the
common stock, 0.001par value, of the Company (the common stock, including any
stock into which it may be changed, reclassified or converted, is herein
referred to as the "Common Stock") at the purchase price (the "Exercise Price")
of $2.57 per share (subject to adjustment as provided herein). This Warrant
Certificate represents only Warrants issued pursuant to the Private Placement
Agent Agreement and Term Sheet dated March 11, 2004 ("PAA") and Subscription
Agreement ("SA") dated June 25, 2004, between the Company and the investor
identified on the signature page attached thereto, which are incorporated herein
by reference ("Placement Documents").

       THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
       AND ARE SUBJECT TO CERTAIN RESTRICTIONS, CONTAINED IN PARAGRAPHS 5
                  AND 6 HEREOF, WITH RESPECT TO THEIR TRANSFER.

      The Warrants represented by this Warrant Certificate are subject to the
following provisions, terms and conditions:

1.    WARRANTS

      A.    Exercise of Warrants. The Warrants may be exercised by the Holder,
            in whole or in part (but not as to a fractional share of Common
            Stock), by surrender of this Warrant Certificate at the principal
            office of the Company at 1601 West Park Drive, Little Rock, AR 72204
            (or such other office or agency of the Company as may be designated
            by notice in writing to the Holder at the address of such Holder
            appearing on the books of the Company), with the appropriate form
            attached hereto duly exercised, at any time (subject to redemption)
            within the period beginning on the date hereof and expiring at 5:00
            P.M. on June 28, 2009 (the "Exercise Period") and by payment to the
            Company by wire transfer, certified check or bank draft of the
            purchase price for such Common Stock. The Company agrees that the
            Common Stock so purchased shall be and are deemed to be issued to
            the Holder as the record owner of such Common Stock as of the close
            of business on the date on which the Warrant Certificate is
            surrendered and payment made for such Common Stock. Certificates
            representing the Common Stock so purchased, together with any cash
            for fractional shares of Common Stock paid pursuant to Section 2E,
            shall be delivered to the Holder promptly and in no event later than
            ten (10) days after the Warrants shall have been so exercised, and,
            unless the Warrants have expired, a new Warrant Certificate
            representing the number of Warrants represented by the surrendered
            Warrant Certificate, if any, that shall not have been exercised
            shall also be

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            delivered to the Holder within such time.

      B.    Determination of Shares of Common Stock and Warrants. The number of
            Warrants issued to the Holder shall be equal to fifty (50%) per cent
            of the number of shares of Common Stock issued to the Holder in the
            corresponding Placement Documents. The number of shares of Common
            Stock (the "Shares") issued shall equal the total price for the
            Units (at $25,000 per Unit) divided by the Closing Price of the
            Shares of Common Stock, as defined. Said term shall mean the average
            of the daily closing prices (or closing bid if there is no closing
            price) of the Shares for a period of ten (10) trading days ending
            two (2) trading days prior to the closing date as defined in the PPA
            but in no event less than $1.60 per Share.

      C.    Redemption. The Warrants shall be non-redeemable by the Company for
            a period of two (2) years from the date of the closing of the
            Private Placement. The Warrants shall be redeemable, in whole and
            not in part, at the option of the Company, upon thirty (30) days
            prior written notice at the redemption price of $0.05 per Warrant
            from and after that time when the closing price of the Common Stock
            for each ten (10) consecutive trading days ending not less than five
            (5) days before the date of the aforesaid redemption notice exceeds
            200% of the Closing Price, as defined in paragraph 1B, above of the
            Common Stock.

2.    ADJUSTMENTS

      A. Adjustments. The Exercise Price and the number of shares of Common
Stock issuable upon exercise of each Warrant shall be subject to adjustment from
time to time as follows:

            Stock Dividends; Stock Splits; Reverse Stock Splits;
            Reclassifications. In case the Company shall (i) pay a dividend with
            respect to its capital stock in shares of Common Stock, (ii)
            subdivide its outstanding shares of Common Stock, (iii) combine its
            outstanding shares of Common Stock into a smaller number of shares
            of any class of Common Stock or (iv) issue any shares of its capital
            stock in a reclassification of the Common Stock (including any such
            reclassification in connection with a merger, consolidation or other
            business combination in which the Company is the continuing
            corporation) (any one of which actions is herein referred to as an
            "Adjustment Event"), the number of shares of Common Stock
            purchasable upon exercise of each Warrant immediately prior to the
            record date for such Adjustment Event shall be adjusted so that the
            Holder shall thereafter be entitled to receive the number of shares
            of Common Stock or other securities of the Company (such other
            securities thereafter enjoying the rights of shares of Common Stock
            under this Warrant Certificate) that such Holder would have owned or
            have been entitled to receive after the happening of such Adjustment
            Event, had such Warrant been exercised immediately prior to the
            happening of such Adjustment Event or any record date with respect
            thereto. An adjustment made pursuant to this Section 2A(1) shall
            become effective immediately after the effective date of such
            Adjustment Event retroactive to the record date, if any, for such
            Adjustment Event.

            (2) Distributions of Subscription Rights or Convertible Securities.
            In case the Company shall fix a record date for the making of a
            distribution to all holders of shares of Common Stock of rights,
            options, warrants or convertible or exchangeable securities
            containing the right to subscribe for or purchase shares of Common
            Stock (excluding those referred to in Section 2A(5) below), then in
            each case the number of shares of Common Stock purchasable after
            such record date upon the exercise of each Warrant shall be
            determined by multiplying the number of shares of Common Stock
            purchasable upon the exercise of each Warrant immediately prior to
            such record date by a fraction, the numerator of which shall be the
            then Current Market Value (as defined in Section 2A(3) below) of one
            share of Common Stock on the record date for such distribution and
            the denominator of which shall be the then Current Market Value of
            one share of Common Stock on the record date for such distribution
            less the then fair value (as determined by the Independent Financial
            Expert (as defined in Section 2A(3) below, of such subscription
            rights, options or warrants, or of such convertible or exchangeable
            securities distributed with respect to one such share of Common

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            Stock. Such adjustment shall be made whenever any such distribution
            is made and shall become effective on the date of distribution
            retroactive to the record date for the determination of stockholders
            entitled to receive such distribution.

            (3) Current Market Value. For the purpose of any computation under
            this Section 2, the Current Market Value of one share of Common
            Stock or of any other security (herein collectively referred to as a
            "security") at the date herein specified shall be (1) if the Company
            does not have a class of equity securities registered under the
            Securities Exchange Act of 1934 (the "Exchange Act"), the value of
            the security (a) determined in good faith in the most recently
            completed arms-length transaction between the Company and a third
            party who is not an affiliate of the Company in which such
            determination is necessary and the closing of which occurs on such
            date or shall have occurred within six months preceding such date,
            provided that the Board of Directors of the Company shall in good
            faith determine that any such value represents a reasonable estimate
            of the fair value of a share of Common Stock as of such date, (b) if
            no such transaction shall have occurred on such date or within such
            six-month period, most recently determined as of a date within the
            six months preceding such date by an Independent Financial Expert
            (in the event of more than one such determination, the determination
            for the later date shall be used) or (c) if no such determination
            shall have been made within such six month period, determined as of
            such date by an Independent Financial Expert, or (2) if the Company
            does have a class of equity securities registered under the Exchange
            Act, deemed to be the average of the daily market prices of the
            security for five trading days before such date or, if the Company
            has had a class of equity securities registered under the Exchange
            Act for less than five trading days before such date, then the
            average of the daily market prices for all of the trading days
            before such date for which daily market prices are available. For
            purposes of this Section 2 an affiliate of a person shall mean any
            other person that directly, or indirectly through one or more
            intermediaries, controls, or is controlled by, or is under common
            control with, such person. For purposes of this definition, control
            means the power to direct the management and policies of a person,
            directly or indirectly, whether through the ownership of voting
            securities, by contract or otherwise.

                  The market price for each such business day shall be: (A) in
            the case of a security listed or admitted to trading on any
            securities exchange, the closing price, regular way, on such day, or
            if no sale takes place on such day, the average of the closing bid
            and asked prices on such day, (B) in the case of a security not then
            listed or admitted to trading on any securities exchange, the last
            reported sale price on such day, or if no sale takes place on such
            day, the average of the closing bid and asked prices on such day, as
            reported by a reputable quotation source designated by the Company,
            (C) in the case of a security not then listed or admitted to trading
            on any security exchange and as to which no such reported sale price
            or bid and asked prices are available, the average of the reported
            high bid and low asked prices on such day, as reported by a
            reputable quotation services, or a newspaper of general circulation
            in the Borough of Manhattan, City and State of New York, customarily
            published on each business day, designated by the Company, or if
            there shall be no bid and asked prices on such day, the average of
            the high bid and low asked prices, as so reported, on the most
            recent day (not more than five days prior to the date in question)
            for which prices have been so reported, and (D) if there are no bid
            and asked prices reported during the five days prior to the date in
            question, the Current Market Value of the security shall be
            determined as if the Company did not have a class of equity
            securities registered under the Exchange Act.

                  For purposes of this Section 2A(3), an Independent Financial
            Expert shall mean a nationally recognized investment banking firm
            (i) which does not (and whose directors, officers, employees and
            affiliates do not), have a direct or indirect financial interest in
            the Company (other than the beneficial ownership, directly or
            indirectly, of less than three percent of the outstanding shares of
            capital stock of the Company), (ii) which has not been, and, at the
            time it is called upon to give independent financial advise to the
            Company, is not (and none of whose directors, officers, employees or
            affiliates is) a promoter, director or officer of the Company or any
            of its affiliates or an underwriter with respect to any of the
            Company's securities, (iii) which does not provide any

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            advise or opinions to the company except as an Independent Financial
            Expert and (iv) which is mutually agreeable to the Company and the
            holders of a majority of the Warrants. If the Company and the
            holders of a majority of the Warrants do not promptly agree as to
            the Independent Financial Expert, each shall appoint one investment
            banking firm and the two firms so appointed shall select the
            Independent Financial Expert to be employed by the Company. An
            Independent Financial Expert may be compensated by the Company for
            opinions or services it provides as an Independent Financial Expert.
            In making its determination of the value of the Common Stock, the
            Independent Financial Expert shall use one or more valuation methods
            that the Independent Financial Expert, in its best professional
            judgment, determines to be most appropriate. After the Independent
            Financial Expert has made its determination, the Company shall cause
            the Independent Financial Expert to prepare a report (a "Value
            Report") stating the methods of valuation considered or used and the
            value of the Common Stock or other security it values and containing
            a statement as to the nature and scope of the examination made. Such
            Value Report shall accompany any Adjustment Notice (as defined in
            Section 2B) sent by the Company to the Holder pursuant to Section
            2B; provided, that the adjustment to the Exercise Price that is the
            subject of such Adjustment Notice requires the services of an
            Independent Financial Expert.

            (4) Adjustment of Exercise Price. Whenever the number of shares of
            Common Stock purchasable upon the exercise of each Warrant is
            adjusted pursuant to Sections 2A(1) and 2A(2), the Exercise Price
            for each share of Common Stock payable upon exercise of each Warrant
            shall be adjusted by multiplying such Exercise Price immediately
            prior to such adjustment by a fraction, the numerator of which shall
            be the number of shares of Common Stock purchasable upon the
            exercise of each Warrant immediately prior to such adjustment, and
            the denominator of which shall be the number of shares of Common
            Stock so purchasable immediately thereafter.

            (5) Issuance of Common Stock to Stockholders of Less Than Current
            Market Value. In the event that the Company sells and issues to a
            stockholder of the Company or to any "affiliate" of such stockholder
            shares of any Common Stock, or rights, options, warrants or
            convertible or exchangeable securities containing the right to
            subscribe for or purchase shares of Common Stock (excluding (i)
            shares, rights, options, warrants or convertible or exchangeable
            securities issued in any of the transactions described in Sections
            2A(1) and 2A(2) above, (ii) the Warrants and any shares of Common
            Stock issuable upon exercise thereof, (iii) shares of Common Stock
            or other securities, or options or rights in respect thereof, issued
            to full-time employees of the Company or its subsidiaries in the
            ordinary course of business as compensation for services rendered or
            to be rendered or as part of an employee incentive program and (iv)
            shares of common stock or other securities issued upon exercise,
            conversion or exchange of rights, options, warrants or convertible
            or exchangeable securities issued in any of the transactions
            described in Sections 2A(1) and 2A(2) above or in a transaction with
            respect to which no adjustment was required pursuant to this Section
            2A (but including shares, rights, options, warrants or convertible
            or exchangeable securities issued as consideration in any merger,
            consolidation or other business combination)) at a price per share
            of Common Stock (determined, in the case of such rights, options,
            warrants or convertible or exchangeable securities, by dividing (X)
            the total amount receivable by the Company in consideration of the
            sale and issuance of such rights, options, warrants or convertible
            or exchangeable securities (which amount may be zero if such rights,
            options, warrants or convertible or exchangeable securities are
            issued without consideration), plus the total consideration payable
            to the Company upon exercise, conversion or exchange thereof, by (Y)
            the total number of shares of Common Stock covered by such rights,
            opinions, warrants or convertible or exchangeable securities) that
            is lower than the then Current Market Value per share of such Common
            Stock (as determined by the Independent Financial Expert in
            accordance with Section 2A(3) above) in effect immediately prior to
            such sale and issuance, then the Exercise Price shall be adjusted
            (calculated to the nearest $0.01) so that it shall equal the price
            determined by multiplying the Exercise Price in effect immediately
            prior thereto by a fraction, the numerator of which shall be (i) an
            amount equal to the sum of (A) the number of shares of Common Stock
            outstanding immediately prior to such

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            sale and issuance plus (B) the number of shares of common Stock
            which the aggregate consideration received (determined as provided
            below) for such sale or issuance would purchase at such Current
            Market Value per share, and the denominator of which shall be (ii)
            the total number of shares of Common Stock outstanding (determined
            as provided below) immediately after such sale and issuance. Such
            adjustment shall be made successively whenever such an issuance is
            made.

                  Upon the occurrence of a sale and issuance described in the
            preceding paragraph, the number of shares of Common Stock
            purchasable under the exercise of this Warrant shall be that number
            determined by multiplying the number of shares of Common Stock
            issuable upon exercise immediately prior to such adjustment by a
            fraction, the numerator of which is the Exercise Price in effect
            immediately prior to such adjustment and the denominator of which is
            the Exercise Price as so adjusted.

                  For the purposes of such adjustments, the shares of Common
            Stock which the holder of any such rights, options, warrants or
            convertible or exchangeable securities shall be entitled to
            subscribe for or purchase shall be deemed to be issued and
            outstanding as of the date of such sale and issuance and the
            consideration received by the Company therefore shall be deemed to
            be the consideration received by the Company for such rights,
            options, warrants or convertible or exchangeable securities (which
            consideration may be zero if such rights, options, warrants or
            convertible or exchangeable securities are issued without
            consideration), plus the consideration or premiums stated in such
            rights, options, warrants or convertible or exchangeable securities
            to be paid for the shares of any Common Stock covered thereby. In
            case the Company shall sell and issue, in a transaction to which
            this paragraph 2A(5) applies, shares of Common Stock or rights,
            options, warrants or convertible or exchangeable securities
            containing the right to subscribe for or purchase shares of Common
            Stock, for consideration consisting, in whole or in part, of
            property other than cash or its equivalent, then determining the
            "price per share of Common Stock" and the "consideration received by
            the Company" for purposes of the first sentence of this Section
            2A(5), the Board of Directors of the Company shall determine, in
            good faith, the fair value of the rights, options, warrants or
            convertible or exchangeable securities then being sold as part of
            such unit. There shall be no adjustment of the Exercise Price
            pursuant to this Section 2A(5) if the amount of such adjustment
            shall be less than $0.01 per share of Common Stock; provided,
            however, that any adjustments which by reason of this provision are
            not required to be made shall be carried forward and taken into
            account in any subsequent adjustment.

            (6) Expiration of Rights, Options and Conversion Privileges. Upon
            the expiration without being exercised of any rights, options,
            warrants or conversion or exchange privileges for which an
            adjustment has been made pursuant to this Warrant, the Exercise
            Price and the number of shares of Common Stock purchasable upon the
            exercise of each Warrant shall, upon such expiration, be readjusted
            and shall thereafter, upon any future exercise, be such as they
            would have been had they been originally adjusted (or had the
            original adjustment not be required, as the case may be) as if (A)
            the only shares of Common Stock so issued were the shares of such
            Common Stock, if any, actually issued or sold upon the exercise of
            such rights, options, warrants or conversion or exchange rights and
            (B) such shares of Common Stock, if any, were issued or sold for the
            consideration actually received by the Company upon such exercise
            plus the consideration, if any, actually received by the Company for
            issuance, sale or grant of all such rights, options, warrants or
            conversion or exchange rights whether or not exercised; provided,
            that no such readjustment shall have the effect of increasing the
            Exercise Price by an amount, or decreasing the number of shares
            purchasable upon exercise of each Warrant by a number, in excess of
            the amount or number of the adjustment initially made in respect to
            the issuance, sale or grant of such rights, options, warrants or
            conversion or exchange rights.

            (7) De Minimis Adjustments. Except as provided in Section 2A(5) with
            reference to adjustments required by such Section 2A(5), no
            adjustment in the number of shares of Common Stock purchasable
            hereunder shall be required unless such adjustment would require an
            increase or decease of at least 1.0% percent in the number of shares
            of Common Stock purchasable upon an

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            exercise of each Warrant; provided, however, that any adjustments
            which by reason of this Section 2A(7) are not required to be made
            shall be carried forward and taken into account in any subsequent
            adjustment. All calculations shall be made to the nearest full
            share.

            (8) Duty to Make Fair Adjustments in Certain Cases. If any event
            occurs as to which in the opinion of the Board of Directors the
            other provisions of this Section 2A are not strictly applicable or
            if strictly applicable would not fairly protect the purchase rights
            of the Warrants in accordance with the essential intent and
            principles of such provisions, then the Board of Directors shall
            make an adjustment in the application of such provisions, in
            accordance with such essential intent and principles, so as to
            protect such purchase rights as aforesaid.

            (9) Adjustment for Asset Distributions. If the Company shall fix a
            record date for the making of a distribution to all holders of
            shares of Common Stock of evidence of indebtedness of the Company or
            other assets (other than ordinary cash dividends not in excess of
            the retained earnings of the Company determined by the application
            of generally accepted accounting principles), then the Exercise
            Price for each Warrant shall be reduced by the then fair value (as
            determined by the Independent Financial Expert (as defined in
            Section 2A(3) above)) of the indebtedness or other assets
            distributed in respect of one such share. Such adjustment shall be
            made whenever any such distribution is made and shall become
            effective on the date of distribution retroactive to the record date
            for the determination of stockholders entitled to receive such
            distribution.

      B. Notice of Adjustment. Whenever the number of shares of Common Stock
purchasable upon the exercise of each Warrant or the Exercise Price is adjusted,
as herein provided, the Company shall promptly notify the Holder in writing
(such writing referred to as an "Adjustment Notice") of such adjustment or
adjustments and shall deliver to such Holder a certificate of a firm of
independent public accountants selected by the Board of Directors of the Company
(who may be the regular accountants employed by the Company) or of the
Independent Financial Expert, if any, which makes a determination of Current
Market Value with respect to any such adjustment setting forth the number of
shares of Common Stock purchasable upon the exercise of each Warrant and the
Exercise Price after such adjustment, setting forth a brief statement of the
facts requiring such adjustment and setting forth the computation by which such
adjustment was made.

      C. Statement on Warrant Certificates. The form of this Warrant Certificate
need not be changed because of any change in the Exercise Price or in the number
of kind of shares purchasable upon the exercise of a Warrant and any Warrant
Exercise Price and the same number and kind of shares as are stated in this
Warrant Certificate. However, the Company may at the time in its sole discretion
make any change in the form of the Warrant Certificate that it may deem
appropriate and that does not affect the substance thereof and any Warrant
Certificate thereafter issued, whether in exchange or substitution for any
outstanding Warrant Certificate or otherwise, may be in the form so changed.

      D. Notice to Holder of Record Date, Dissolution, Liquidation or Winding
Up. The Company shall cause to be mailed (by first class mail, postage prepaid)
to the Holder of such of the record date for any dividend, distribution or
payment, in cash or in kind (including, without limitation, evidence of
indebtedness and assets), with respect to shares of Common Stock at least 20
calendar days before any such date. In case at any time after the date hereof,
there shall be a voluntary or involuntary dissolution, liquidation or winding up
of the Company, then the Company shall cause to be mailed (by first class mail,
postage prepaid) to the Holder at such Holder's address as shown on the books of
the Company, at the earliest practicable time (and, in any event, not less than
20 calendar days before any date set for definitive action), notice of the date
on which such dissolution, liquidation or winding up shall take place, as the
case may be. The notices referred to above shall also specify the date as of
which the holders of the shares of Common Stock of record or other securities
underlying the Warrants shall be entitled to receive such dividend, ties, money
or the property deliverable upon such dissolution, liquidation or winding up, as
the case may be (the "Entitlement Date"). In the case of a distribution of
evidence of indebtedness or assets (other than in dissolution, liquidation or
winding up) which has the effect of reducing the Exercise Price to zero or less
pursuant to Section 2A(9), if the Holder elects to exercise the Warrants in
accordance with Section 1 and become a

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holder of the Common Stock on the Entitlement Date, the Holder shall thereafter
receive the evidence of indebtedness or assets distributed in respect of shares
of Common Stock. In the case of any dissolution, liquidation or winding up of
the Company, the Holder shall receive on the Entitlement Date the cash or other
property, less the Exercise Price for the Warrants then in effect, that such
Holder would have been entitled to receive had the Warrants been exercisable and
exercised immediately prior to such dissolution, liquidation or winding up (or,
if appropriate, record date therefore) and any right of a Holder to exercise the
Warrants shall terminate.

      E. Fractional Interest. The Company shall not be required to issue
fractional shares of Common Stock on the exercise of the Warrants. If more than
one Warrant shall be presented for exercise in full at the same time by the same
holder, the number of full shares of Common Stock which shall be issuable upon
such exercise shall be computed on the basis of the aggregate number of whole
shares of Common Stock purchasable on exercise of the Warrants so presented. If
any fraction of a share of Common Stock would, except for the provisions of this
Section 2E be issuable on the exercise of the Warrants (or specified proportion
thereof), the Company shall pay an amount in cash calculated by it to be equal
to the then fair value of one share of Common Stock, as determined by the Board
of Directors of the company in good faith, multiplied by such fraction computed
to the nearest whole cent.

3.    RESERVATION AND AUTHORIZATION OF COMMON STOCK

      The Company covenants and agrees (A) that all shares of Common Stock which
may be issued upon the exercise of the Warrants represented by this Warrant
Certificate will, upon issuance, be validly issued, fully paid and
non-assessable and free of all insurance or transfer taxes, liens and charges
with respect to the issue thereof, (b) that during the Exercise Period, the
Company will at all times have authorized, and reserved for the purpose of issue
or transfer upon exercise of the Warrants evidenced by this Warrant Certificate,
sufficient Common Stock to provide for the exercise of the Warrants represented
by this Warrant Certificate, and (c) that the Company will take all such action
as may be necessary to ensure that the Common Stock issuable upon the exercise
of the Warrants may be so issued without violation of any applicable law or
regulation, or any requirements of any domestic securities exchange upon which
any capital stock of the Company may be listed, provided, however, that nothing
contained herein shall impose upon the Company any obligation to register the
warrants evidenced by this Warrant Certificate or such Common Stock under
applicable securities laws except as provided in the Subscription Agreement. In
the event that any securities of the Company other than the Common Stock are
issuable upon exercise of the Warrants, the Company will take or refrain from
taking any action referred to in clauses (A) through (c) of this Section 3 as
though such clauses applied, mutatis mutandis to such other securities then
issuable upon the exercise the Warrants.

4.    NO VOTING RIGHTS

      This Warrant Certificate shall not entitle the Holder hereof to any voting
rights or other rights as a stockholder of the Company.

5.    EXERCISE OR TRANSFER OF WARRANTS OR COMMON STOCK

      The Holder of this Warrant Certificate agrees to be bound by the
provisions contained in the Subscription Agreement with respect to the
limitations, including limitations imposed for Securities Act compliance, on the
transfer of the Warrants and the shares of Common Stock or other securities
issuable upon exercise of the Warrants.

6.    WARRANTS TRANSFERABLE

      Subject to the provision of Section 5, this Warrant Certificate and the
Warrants it evidences are

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transferable, in whole or in part, without charge to the Holder, at the office
or agency of the Company referred to in Section 1, by the Holder in person or by
duly authorized attorney, upon surrender of this Warrant Certificate properly
endorsed. Each taker and Holder of this Warrant Certificate, by taking or
holding the same, consents and agrees that this Warrant Certificate, when
endorsed in blank, shall be deemed negotiable, and that the Holder, when this
Warrant Certificate shall have been so endorsed, may be treated by the Company
and all other persons dealing with this Warrant Certificate as the absolute
owner hereof for any purpose and as the person entitled to exercise the rights
represented by this Warrant Certificate, or to the transfer hereof on the books
of the Company, any notice to the contrary notwithstanding; but until such
transfer on such books, the Company may treat the registered holder hereof as
the owner for all purposes.

7.    REGISTRATION RIGHTS

      The Holder and certain successors of the Holder are entitled to the
benefits of Placement Documents (pertaining to registration rights), a copy of
which is on file at the offices of the Company.

8.    CLOSING OF BOOKS

      The Company will at no time close its transfer books against the transfer
of any Warrant or of any shares of Common Stock or other securities issuable
upon the exercise of any Warrant in any manner which interferes with the timely
exercise of the Warrants.

9.    WARRANTS EXCHANGEABLE, LOSS, THEFT

      This Warrant Certificate is exchangeable, upon the surrender hereof of any
Holder at the office or agency of he Company referred to in Section 1, for new
Warrant Certificates of like tenor representing in the aggregate the right to
subscribe for and purchase the number of shares of Common Stock which may be
subscribed for and purchased hereunder, each such new Warrant to represent the
right to subscribe and purchase such number of shares of Common Stock as shall
be designated by said holder hereof at the time of such surrender. Upon receipt
of evidence satisfactory to the Company of the loss, theft, destruction or
mutilation, upon surrender or cancellation of this Warrant Certificate, the
Company will issue to the Holder hereof a new Warrant Certificate of like tenor,
in lieu of this Warrant Certificate, representing the right to subscribe for and
purchase the number of shares of Common Stock which may be subscribed for and
purchased hereunder.

10.   MERGERS, CONSOLIDATIONS, ETC.

      A. Except as may otherwise be provided in Section 2A(5), if the Company
shall merge or consolidate with another corporation, the holder of this Warrant
shall thereafter have the right, upon exercise hereof and payment of the
Exercise Price, to receive solely the kind and amount of shares of stock
(including, if applicable, Common Stock), other securities, property or cash or
any combination thereof receivable by a holder of the number of shares of Common
Stock for which this Warrant might have been exercised immediately prior to such
merger or consolidation (assuming, if applicable, that the holder of such Common
Stock failed to exercise its rights of election, if any, as to the kind or
amount of shares of stock, other securities, property or cash or combination
thereof receivable upon such merger or consolidation).

      B. In case of any reclassification or change of the shares of Common Stock
issuable upon exercise of this Warrant (other than elimination or par value, a
change in par value, or from par value to no par value, or as the result of a
subdivision or combination of shares (which is provided for elsewhere herein),
but including any reclassification of the shares of Common stock into two or
more classes or series of shares) or in case of any merger or consolidation of
another corporation into the Company in which the Company is the surviving
corporation and in which there is a reclassification or change of the shares of
Common Stock

<PAGE>

(other than a change in par value, or from par value to no par value, or as a
result of a subdivision or combination (which is provided for elsewhere herein),
but including any reclassification of the shares of Common Stock this Warrant
shall thereafter have the right, upon exercise hereof and payment of the
Exercise Price, to receive solely the kind and amount of shares of stock
(including, if applicable, Common Stock), other securities, property or cash or
any combination thereof receivable upon such reclassification, change, merger or
consolidation by a Holder of the number of shares of Common Stock for which this
Warrant might have been exercised immediately prior to such reclassification,
change, merger or consolidation (assuming, if applicable, that the holder of
such Common Stock failed to exercise its rights of election, if any, as to the
kind or amount of shares of stock, other securities, property or cash or
combination thereof receivable upon such reclassification, change, merger or
consolidation).

11.   RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANTS

      The rights and obligations of the Company, of the Holder, and of the
holders of shares of Common Stock or other securities issued upon exercise of
the Warrants, contained in Sections 5 and 7 of this Warrant Certificate shall
survive the exercise of the Warrants.

      Dated: June 25, 2004            DAC Technologies Group International, Inc.

                                      By:_______________________________________
                                      David A. Collins, Chief Executive Officer

                             SUBSCRIPTION AGREEMENT

                                                            Date: ____________

To: DAC Technologies Group International, Inc.

The undersigned, pursuant to the provisions set forth in the attached Warrant
Certificate and the Subscription Agreement, hereby agrees to subscribe for and
purchase _________ shares of the Common Stock covered by such Warrant
Certificate, and tenders payment herewith in full thereof at the price per
shares provided by such Warrant Certificate.

                             Holder: THOMAS J. PRAY

                             By: ______________________________

                             Its ____________________________

                             Address: 128 Milton Ave., Ballston Spa, NY 12020

<PAGE>

                                 ASSIGNMENT FORM

      FOR VALUE RECEIVED, the undersigned registered holder of the attached
Warrant Certificate hereby sells, assigns, and transfers unto the Assignee(s)
named below (including the undersigned with respect to any Warrants that are
evidenced by the Warrant Certificate that are not being assigned hereby) all of
the right of the undersigned under the Warrant Certificate, with respect to the
number of Warrants set forth below:

<TABLE>
<CAPTION>
                                       Social Security
                                          or other
                                         identifying
Names of                                  number of               Number of
Assignee(s)           Address            Assignee(s)              Warrants
-----------           -------            -----------              --------
<S>                   <C>              <C>                        <C>
</TABLE>

and does hereby irrevocably constitute and appoint ____________ the
undersigned's attorney in fact to make such transfer on the books of DAC
Technologies Group International, Inc. maintained for the purpose, with full
power of substitution in the premises.

Date: [date]

                                                   _____________________________
                                                   [signature*]

[*NOTE: The signature must correspond with the name as written upon the face of
the Warrant Certificate in every particular, without alteration or enlargement
or any change whatsoever, and must be guaranteed by a national bank or trust
company or by a member of a national securities exchange.]