buckeye_sb2-ex1010.htm


    Exhibit
      10.10

     

    
      


       

      WARRANT

       

      NEITHER
        THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
        HAVE
        BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
        OR THE
        SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE
        OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
        THE
        SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
        NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
        ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
        OPINION
        OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL
        BE
        REASONABLLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THIS
        WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
        ACCOUNT.

       

      BUCKEYE
        VENTURES, INC.

       

      Warrant
        To Purchase Common Stock

      
        	
                Warrant
                  No.: TC - 2

              	
                Number
                  of Shares: 750,000

              


      

       

      Date
        of
        Issuance: June 29, 2007

       

      Buckeye
        Ventures, Inc., a Michigan 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) seven hundred
        fifty
        thousand (750,000) fully paid and nonassessable shares of Common Stock (as
        defined herein) of the Company (the “WarrantShares”) at the
        Warrant Exercise Price (as defined herein); 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 preceding the Expiration Date. To the extent that the limitation
        contained in this paragraph applies, the determination of whether this Warrant
        is exercisable (in relation to other securities owned by the holder) and
        of
        which a portion of this Warrant is exercisable shall be in the sole discretion
        of the holder, and the submission of an Exercise Notice (as defined herein)
        shall be deemed to be the holder’s determination of whether this Warrant is
        exercisable and of which portion of this Warrant is exercisable, in each
        case
        subject to such aggregate

      


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      percentage
        limitation, and the Company shall have no obligation to verify or confirm
        the
        accuracy of such determination. 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 (the “Exchange Act”). 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.

       

      Section
        1.

       

      (a)  This
        Warrant is the common stock purchase warrant (the “Warrant”) issued
        pursuant to a Securities Purchase Agreement dated June 29, 2007 by and between
        the Company and Trafalgar (the “Purchase Agreement”).

       

      (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).

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      (iv)  “Common
        Stock” means (i) the Company’s common stock, par value $.001 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, (c) any securities pledged by the Company pursuant to the Pledge
        Agreement by and among the Company, Trafalgar and certain shareholders of
        the
        Company and (d) options to purchase shares of Common Stock, provided (I)
        such
        options are issued after the date of this Warrant to (x) directors of the
        Company or (y) 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.

       

      (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 Market 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 securities convertible into Common Stock.

       

      (ix)  “Other
        Securities” means (i) those options and warrants of the Company issued prior
        to, and outstanding on, the Issuance Date, (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 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.

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

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

       

      (xiv)  “Warrant
        Exercise Price” shall be equal to the lower of the Closing Bid Price on: (a)
        June 28, 2007 or (b) the day prior to the First Closing Date (as Defined
        in the
        Purchase Agreement) per share as may be 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.

       

                                 (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.

       

      (a)
        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 (as defined below) equal to the
        Aggregate Exercise Price, or (C) by delivery of a written notice of Net
        Exercise, as defined in Section 2(b) 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 in accordance with Section 10 hereof) to a common
        carrier for overnight delivery to the Company as soon as practicable following
        such date. For the purpose of a cashless exercise, the “Fair Market Value” per
        Warrant Share on any date of reference shall be the Closing Bid Price of
        the
        Common Stock on the Business Day immediately preceding 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

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      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
        in
        accordance with Section 10 hereof) 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) Business 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.

       

      (b)
        In
        lieu of exercising this Warrant via cash payment or delivery of shares as
        set
        forth above in Section 2(a), 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:

       

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      


       

      
        	
                 

              	
                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).

              


      

       

      (c)  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.

       

      (d)  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.

       

      (e)  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 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
        0.02 5%
        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.

       

      (f)  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.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

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

       

      (d)   If
        at any time after the date hereof the Company shall file a Registration
        Statement under the Securities Act (other than a registration statement on
        Form
        S-8, S-4 or comparable form), 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
        on its
        Principal Market, such listing of all Warrant Shares from time to time issuable
        upon the exercise of this Warrant; and the Company shall so list on such
        Principal Market, 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
Principal Market.

       

      (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.

      


      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

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

       

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

       

      Section
        6. Representations of Holder. The holder of this Warrant, by the
        acceptance hereof, represents that it is acquiring this Warrant and the Warrant
        Shares for its own account for investment only and not with a view towards,
        or
        for resale in connection with, the public sale or distribution of this Warrant
        or the Warrant Shares, except pursuant to sales registered or exempted under
        the
        Securities Act; provided, however, that by making the representations herein,
        the holder does not agree to hold this Warrant or any of the Warrant Shares
        for
        any minimum or other specific term and reserves the right to dispose of this
        Warrant and the Warrant Shares at any time in accordance with or pursuant
        to a
        registration statement or an exemption under the Securities Act. The holder
        of
        this Warrant further represents, by acceptance hereof, that, as of this date,
        such holder is an “accredited investor” as such term is defined in Rule 501
        (a)(3) promulgated 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.

       

      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.

      


      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

       Section
        8. Adjustment of Warrant Exercise Price and Number of Shares. Other than
        as set forth on Schedule 8 attached hereto, 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 Issuanceof Common
        Stock. If and whenever on or after the Issuance Date of this Warrant, the
        Company issues or sells, or is deemed to have issued or sold, any shares
        of
        Common Stock (other than (i) Excluded Securities and (ii) shares of Common
        Stock
        which are issued or deemed to have been issued by the Company in connection
        with
        an Approved Stock Plan or upon exercise or conversion of the Other Securities)
        for a consideration per share less than a price (the “Applicable Price”)
        equal to the Warrant Exercise Price in effect immediately prior to such issuance
        or sale, then immediately after such issue or sale the Warrant Exercise Price
        then in effect shall be reduced to an amount equal to such consideration
        per
        share. Upon each such adjustment of the Warrant Exercise Price hereunder,
        the
        number of Warrant Shares issuable upon exercise of this Warrant shall be
        adjusted to the number of shares determined by multiplying the Warrant Exercise
        Price in effect immediately prior to such adjustment by the number of Warrant
        Shares issuable upon exercise of this Warrant immediately prior to such
        adjustment and dividing the product thereof by the Warrant Exercise Price
        resulting from such adjustment.

       

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

       

      (i)  Issuance
        of Options. If after the date hereof, the Company in any manner grants any
        Options (other than Excluded Securities) 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 (other than Excluded 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

      


      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      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 (other than Excluded Securities), the additional
        consideration, if any, payable upon the issue, conversion or exchange of
        any
        convertible (other than Excluded Securities), or the rate at which any
        convertible securities (other than Excluded 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 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)(iii) shall be made if such adjustment would
        result
        in an increase of the Warrant Exercise Price then in effect.

       

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

       

      (i)
        Calculation of Consideration Received. If any Common Stock, Options or
        convertible securities are issued or sold or deemed to have been issued or
        sold
        for cash, the consideration received therefore will be deemed to be the net
        amount received by the Company therefore. If any Common Stock, Options or
        convertible securities are issued or sold for a consideration other than
        cash,
        the amount of such consideration received by the Company will be the fair
        value
        of such consideration, except where such consideration consists of marketable
        securities, in which case the amount of consideration received by the Company
        will be the market price of such securities on the date of receipt of such
        securities. If any Common Stock, Options or convertible securities are issued
        to
        the owners of the non-surviving entity in connection with any merger in which
        the Company is the surviving entity, the amount of consideration therefore
        will
        be deemed to be the fair value of such portion of the net assets and business
        of
        the non-surviving entity as is attributable to such Common Stock, Options
        or
        convertible securities, as the case may be. The fair value of any consideration
        other than cash or securities will be determined jointly by the Company and
        the
        holders of Warrants representing at least two-thirds (2/3) 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 (2/3) 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.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

      (d)  Adjustment
        of Warrant Exercise Price upon Subdivision or Combination ofCommon
        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
        Bid
        Price 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 Bid Price
        on
        the trading day immediately preceding such record date; and

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

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

       

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

       

      (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,

      


      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      securities
        or other property pro rata to the record holders of any class of Common Stock
        (the “PurchaseRights”), then the holder of this Warrant will be
        entitled to acquire, upon the terms applicable to such Purchase Rights, the
        aggregate Purchase Rights which such holder could have acquired if such holder
        had held the number of shares of Common Stock acquirable upon complete exercise
        of this Warrant immediately before the date on which a record is taken for
        the
        grant, issuance or sale of such Purchase Rights, or, if no such record is
        taken,
        the date as of which the record holders of Common Stock are to be determined
        for
        the grant, issue or sale of such Purchase Rights.

       

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

      


      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      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) reasonably satisfactory to it, issue a new Warrant of like denomination
        and tenor as this Warrant so lost, stolen, mutilated or destroyed.

       

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

       

      
        
          	
                  If
                    to Trafalgar:

                	
                  Trafalgar
                    Capital Specialized Investment Fund 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

                
	 	 	
                  001-786-323-165
                    1

                
	 	 	 
	
                  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:

                	
                  Buckeye
                    Ventures, Inc.

                
	 	
                  4455
                    Lamont Street, Suite 3

                
	 	
                  San
                    Diego, CA 92109

                
	 	
                  Attention:

                	
                  Larry
                    Weinstein

                
	 	
                  Telephone:

                	
                  (858)
                    272-6600

                
	 	
                  Facsimile:

                	
                  (858)
                    272-9714

                
	 	 	 
	
                  With
                    a copy to:

                	
                  Neil
                    W. Gurney, Esq.

                
	 	
                  Ulmer
                    & Berne LLP

                
	 	
                  1660
                    West Second St., Ste. 1100

                
	 	
                  Cleveland,
                    Ohio 44113-1448

                
	 	
                  Telephone:

                	
                  (216)
                    583-7028

                
	 	
                  Facsimile:

                	
                  (216)
                    583-7029

                


        

      

       

      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

      


      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      Warrant.
        Each party shall provide five days’ prior written notice to the other party of
        any change in address or facsimile number. Written confirmation of receipt
        (A)
        given by the recipient of such notice, consent, facsimile, waiver or other
        communication, (or (B) provided by a nationally recognized overnight delivery
        service shall be rebuttable evidence of personal service, receipt by facsimile
        or receipt from a nationally recognized overnight delivery service in accordance
        with clause (i), (ii) or (iii) above, respectively.

       

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

       

      Section
        13. Amendment and Waiver. Except as otherwise provided herein, the
        provisions of the Warrants may be amended and the Company may take any action
        herein prohibited, or omit to perform any act herein required to be performed
        by
        it, only if the Company has obtained the writt en 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 Michigan 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.

      


      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      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.

       

      
        	 	BUCKEYE
                VENTURES, INC.	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


      

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

      EXHIBIT
        A TO WARRANT

       

      EXERCISE
        NOTICE

       

      TO
        BE EXECUTED

      BY
        THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

       

      BUCKEYE
        VENTURES, INC.

       

      The
        undersigned holder hereby exercises the right to purchase ___________ of
        the shares
        of
        Common Stock (“Warrant Shares”) of Buckeye Ventures, Inc., a Michigan
        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 Buckeye Ventures, Inc., a _________ 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

          
            

          

        

        
           

        

      

       

      Schedule
        8 to Buckeye Ventures, Inc. Warrant No. TC-2, dated June 29,
        2007

       

      There
        shall be no adjustment in (i) the number of shares to be issued upon the
        exercise of this Warrant or (ii) the exercise price of this Warrant, arising
        out
        of, or in connection with, the issuance by the Company of any shares (A)
        pledged
        to Trafalgar or any affiliate of Trafalgar under that certain Pledge Agreement,
        dated as of June 29, 2007, by and between the Company, Trafalgar and certain
        of
        the Company’s shareholders or (B) referenced in Schedule 3.1(c) to the
        Securities Purchase Agreement, dated as of June 29, 2007, by and between
        the
        Company and Trafalgar.

       

       

       

       

       

      B-2