VOID
      AFTER 5:00 P.M., EASTERN TIME,

    ON
      DATE
      ______________

     

    THIS
      WARRANT AND THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT (COLLECTIVELY,
      THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS
      AMENDED, AND MAY NOT BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR IN A TRANSACTION THAT,
      IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO MIP SOLUTIONS, INC.,
      QUALIFIES AS AN EXEMPT TRANSACTION UNDER SUCH ACT AND THE RULES AND REGULATIONS
      PROMULGATED THEREUNDER.

     

    MIP
      SOLUTIONS, INC.

    


    COMMON
      STOCK PURCHASE WARRANT

    


    000
      Shares

     

    MIP
      SOLUTIONS, INC., a Nevada corporation (the "Company"), hereby certifies
      that__________________ (the "Initial Holder"), is entitled, subject to the
      terms
      set forth below, to purchase from the Company, ____________ (000) shares of
      fully paid and non-assessable Common Stock of the Company, par value $.001
      per
      share, at a purchase price of Fifty Cents ($0.50) per share, subject to
      adjustment from time to time pursuant to Section 3 hereof (the "Purchase
      Price"). The term "Common Stock" means, unless the context otherwise requires,
      the Company's Common Stock, par value $.001 per share, or other securities
      or
      property at the time deliverable upon the exercise of this Warrant.

    


    1 Exercise.

    


    1.1 Timing
      of Exercise and Callable Rights.
      This
      Warrant shall be exercisable in whole or in part from time to time commencing
      on
DATE
      OF PURCHASE,
      and
      expiring at 5:00 P.M., Eastern Time, three years later on CORRESPONDING
      DATE,
      and may
      not be exercised thereafter. The Company may call the Warrants for redemption,
      in whole and not in part, at its sole discretion, at
      a
      price of $.01 per warrant (the “Redemption Price”), at any time after
      the
      Company’s Common Stock trades on a public exchange and the Common Stock closes
      at or above a price of $1.50 for 15 (fifteen) consecutive trading days.
In
      the
      event the Company shall elect to redeem all of the Warrants, the Company shall
      fix a date for the redemption. Notice of redemption shall be mailed by first
      class mail, postage prepaid, by the Company not less than 20 days prior to
      the
      date fixed for
      redemption to the registered holders of the Warrant to be redeemed at their
      last
      addresses as they shall appear on the registration books. Any notice mailed
      in
      the manner herein provided shall be conclusively presumed to have been duly
      given whether or not the registered holder received such notice. The Warrants
      may be exercised in accordance with Section 1.2 of this Agreement at any time
      after notice of redemption shall have been given by the Company pursuant to
      Section 1.1 herein and prior to the time and date fixed for redemption. On
      and
      after the redemption date, the record holder of the Warrants shall have no
      further rights except to receive, upon surrender of the Warrants, the Redemption
      Price.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    1.2 Manner
      of Exercise.
      The
      purchase rights evidenced by this Warrant shall be exercised by the Initial
      Holder or any person permitted by Section 6.1 herein (collectively, "the
      Holder"), by surrendering this Warrant, with the form of subscription at the
      end
      hereof duly executed by the Holder, to the Company at its office in Las Vegas,
      Nevada (or such office as may be designated by the Company to the Holder),
      accompanied by payment (in cash, by wire transfer or by certified or official
      bank check or checks) of the Purchase Price.

    


    1.3
      Partial
      Exercise.
      This
      Warrant may be exercised for less than the full number of shares of Common
      Stock
      at the time called for hereby, in which case the number of shares receivable
      upon the exercise of this Warrant as a whole, and the sum payable upon the
      exercise of this Warrant as a whole, shall be proportionately reduced. Upon
      any
      such partial exercise, the Company at its expense will forthwith issue to the
      Holder a new Warrant or Warrants of like tenor calling for the number of shares
      of Common Stock as to which rights have not been exercised, such Warrant or
      Warrants to be issued in the name of the Holder.

    


    2. Delivery
      of Stock Certificates Upon Exercise.
      As soon
      as practicable after the exercise of this Warrant, and in any event within
      ten
      (10) days thereafter, the Company, at its expense, will cause to be issued
      in
      the name of and delivered to the Holder a certificate or certificates for the
      number of fully paid and non-assessable shares of Common Stock to which the
      Holder shall be entitled upon such exercise. Any shares of Common Stock as
      to
      which this Warrant is exercised shall be deemed issued on and as of the date
      of
      such exercise, and the Holder shall thereupon be deemed to be the owner of
      record of such shares.

    


    3. Anti-Dilution
      Adjustments.

    


    3.1 Change
      in Capitalization.
      In case
      of any stock split, stock dividend or similar transaction which increases or
      decreases the number of outstanding shares of Common Stock, appropriate
      adjustment shall be made by the Board of Directors of the Company to the number
      of shares, and the Purchase Price per share, of Common Stock which may be
      purchased under this Warrant.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3.2 Consolidation,
      Merger and Sale of Assets.
      In the
      case of a merger, sale of assets or similar transaction which results in a
      replacement of the Company's shares of Common Stock with stock of another
      corporation, the corporation formed by such consolidation or the corporation
      into which the Company shall have been merged or the corporation which shall
      have acquired such assets, as the case may be, shall execute and deliver to
      the
      Holder a certificate stating that the Holder shall have the right thereafter
      to
      exercise this Warrant in exchange for the kind and amount of shares of stock
      or
      other securities or property receivable upon such consolidation, merger, sale
      or
      transfer by a holder of the number of shares of Common Stock into which this
      Warrant might have been converted immediately prior to such consolidation,
      merger, sale or transfer, subject to adjustment as provided hereinabove. The
      provisions of this Section shall similarly apply to successive consolidations,
      mergers, sales or transfers.

    


    3.3 Exchanges
      and Distributions With Respect to Common Stock.
      If the
      Company shall exchange for its Common Stock or distribute with respect to its
      Common Stock other securities issued by it, the Company shall give notice
      thereof to the Holder, and the Holder shall have the right thereafter (until
      the
      expiration of this Warrant) to exercise this Warrant for the kind and amount
      of
      shares of stock and other securities retained or received by a holder of the
      number of shares of Common Stock of the Company into which this Warrant might
      have been converted immediately prior to such exchange or distribution, subject
      to adjustment as provided hereinabove.

    


    3.4 Officer's
      Certificate.
      Whenever the Purchase Price per share or the number of shares of Common Stock
      subject to this Warrant is adjusted, the Company shall promptly mail to the
      Holder of this Warrant a notice of adjustment, which notice shall include a
      brief statement of the facts requiring the adjustment and the manner of
      computing it and shall be certified by the chief financial officer of the
      Company. The determination of the adjustment shall be made by the Company in
      its
      sole discretion and shall be final and binding upon the Holder.

    


    4. Shares
      to Be Fully Paid; Reservation of Capital Stock Issuable Upon Exercise of
      Warrants.
      The
      Company covenants and agrees that any shares issued hereunder will, upon
      issuance, be fully paid and non-assessable and free from all taxes, liens and
      charges with respect to the issuance thereof. The Company shall at all times
      reserve and keep available out of its authorized but unissued capital stock,
      solely for the issuance and delivery upon the exercise of this Warrant, such
      number of its duly authorized shares of Common Stock as from time to time shall
      be issuable upon the exercise of this Warrant.

    


    5. Fractional
      Shares.
      The
      Company shall not issue fractions of shares of Common Stock upon exercise of
      this Warrant or scrip in lieu thereof. If any fraction of a share of Common
      Stock would, except for the provisions of this Section 5, be issuable upon
      exercise of this Warrant, then the number of shares of Common Stock to be issued
      shall be rounded up or down to the nearest whole share.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    6. Transfer
      Restrictions

    


    6.1 Transfer.
      A
      Holder, including the Initial Holder or any subsequent Holder may transfer
      this
      Warrant only to (i) any other Holder, (ii) any entity controlled by, controlling
      or under common control of the Holder, or for which the Holder is acting as
      the
      representative, or to one or more of its shareholders, directors, officers,
      employees or limited or general partners, or to entities that manage or
      co-manage the Holder or any of its limited or general partners, or (iii) any
      member of the immediate family (which shall be deemed to include a spouse,
      parent, child or sibling) of an individual Holder or trust for the benefit
      of
      any such individual. Prior to any such transfer, the Holder must provide
      information to the Company, in writing, regarding the proposed transferee
      sufficient for the Company to determine the eligibility of such transferee
      under
      this Section 6.

    


    6.2 Securities
      Laws.
      The
      Holder of this Warrant, by accepting delivery of the same, hereby:

    


    (a) acknowledges
      that any shares of Common Stock issued pursuant to the exercise of this Warrant
      may not be registered under the Securities Act of 1933, as amended (the
      "Securities Act"), at the time issued;

    


    (b) agrees
      that, upon the exercise of this Warrant, it shall make the customary
      representations and warranties as may be requested by counsel to the Company
      in
      order for the Company to properly rely upon Section 4(2) of the Securities
      Act
      regarding exemption from registration thereunder, and, in connection with such
      exemption, that any certificates representing shares of Common Stock issued
      pursuant to this Warrant would reflect an appropriate legend regarding
      restrictions upon transferability; and

    


    (c) agree
      to
      indemnify the Company, and hold it harmless from and against, any and all
      losses, expenses (including attorneys' fee), costs and damages arising form
      or
      relating to any violation of applicable state securities or "blue sky" laws
      in
      connection with the issuance, sale, delivery or exercise of this Warrant and
      the
      issuance, sale and delivery of shares of Common Stock upon any exercise of
      this
      Warrant.

    


      7. Replacement
      of Warrant.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and (in the case of loss, theft or
      destruction) upon delivery of an indemnity agreement, and if requested by the
      Board of Directors, a bond in an amount reasonably satisfactory to it, or (in
      the case mutilation) upon surrender and cancellation hereof, the Company will
      issue in lieu thereof a new Warrant of like tenor.

    


    8. Rights
      as a Warrant Holder.
      The
      Holder shall not, by virtue hereof, be entitled to any rights of a stockholder
      in the Company, either at law or equity except with respect to certificates
      representing shares of Common Stock issued upon exercise of this Warrant. The
      rights of the Holder are limited to those expressed in this Warrant and are
      not
      enforceable against the Company except to the extent set forth herein. Prior
      to
      due presentment for transfer of this Warrant, the Company may deem and treat
      the
      Holder as the absolute owner of this Warrant for purposes of any exercise hereof
      and for all other purposes and such right of the Company shall not be affected
      by any notice to the contrary.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    9. Subdivision
      of Rights.
      This
      Warrant (as well as any new warrant issued pursuant to the provisions of this
      Section) is exchangeable upon the surrender hereof by the Holder at the
      principal office of the Company for any number of new warrants of like tenor
      and
      date representing in the aggregate the right to subscribe for and purchase
      the
      number of shares of Common Stock of the Company that may be subscribed for
      and
      purchased hereunder.

    


    10. Sending
      of Notices.
      All
      notices and other communications from the Company to the Holder of this Warrant
      shall be sent by express mail or courier service to the address furnished to
      the
      Company in writing by the Holder.

    


    11. Headings.
      The
      headings in this Warrant are for purposes of reference only and shall not limit
      or otherwise affect the meaning of the terms hereof.

    


    12. Change,
      Waiver, Discharge or Termination.
      Neither
      this Warrant nor any term hereof may be changed, waived, discharged or
      terminated orally, but only by an instrument in writing signed by the party
      against which enforcement of the change, waiver, discharge or termination is
      sought.

    


    13. Governing
      Law.
      This
      Warrant shall be governed by, and construed in accordance with, the laws of
      the
      State of Nevada.

    
      	 	 	 
	 	
              MIP
                SOLUTIONS, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Edward
                A. Hunton, Corporate Secretary

            
	 	
            
	
              Dated:
                _____________________, 2006

            	 




    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    [To
      be
      signed only upon exercise of Warrant]

     

    To
      MIP
      Solutions, Inc.:

    


    The
      undersigned, the holder of the within Warrant, hereby irrevocably elects to
      exercise the purchase right represented by such Warrant for, and purchase
      thereunder, ______ shares of Common Stock of MIP Solutions, Inc., and herewith
      makes payment of $__________ therefor, and requests that the certificates for
      such shares be issued in the name of and be delivered to __________, whose
      address is ________________.

    


    The
      undersigned represents it is acquiring the shares solely for its own account
      and
      not as a nominee for any other party and not with a view toward the resale
      or
      distribution thereof except in compliance with applicable securities
      laws.

    


    ______________________________

     

    [Signature
      must conform in all respects to name of holder as specified on the face of
      the
      Warrant]

     

    ______________________________

    Address

     

    ______________________________

     

    Dated:
      __________, _____