Exhibit
      4.2

     

    
      THESE
        SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
        EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO
        AN
        EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
        ACT OF 1933, AS AMENDED (THE “ACT”). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER
        TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION
        IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE
        “RESTRICTED” AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE
        ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

    

    


    Issue
      Date: _____________, 2007

    


    COMMON
      STOCK PURCHASE WARRANT 

    


    To
      Purchase Shares of $0.001 Par
      Value
      Common Stock (“Common
      Stock”)
      of

    


    PURE
      VANILLA EXCHANGE, INC.

    


    THIS
      CERTIFIES that, for value received, [INVESTOR] (the
      “Investor”)
      is
      entitled, upon the terms and subject to the conditions hereinafter set forth,
      at
      any time on or after the Issue Date and on or prior to 5:00 p.m. New York City
      Time on March 31, 2013 (the “Termination
      Date”),
      but
      not thereafter, to subscribe for and purchase from Pure
      Vanilla eXchange, Inc.,
      a
      Florida corporation (the “Company”),
      _______
      shares
      of Common Stock (the “Warrant
      Shares”)
      of the
      Company at an Exercise Price per share equal to $0.80 per share (as adjusted
      from time to time pursuant to the terms hereof, the “Exercise
      Price”).
      The
      Exercise Price and the number of shares for which the Warrant is exercisable
      shall be subject to adjustment as provided herein. This Warrant is one of a
      series issued by the Company to the Investor pursuant to the Loan Agreement
      dated as of March 29, 2007 (the “Loan
      Agreement”)
      by and
      between the Company and the Investor and is identical warrants in the aggregate
      of 625,000 issued to the Investor and two similarly situated investors.
      Capitalized terms used herein and not otherwise defined herein shall have the
      meanings ascribed thereto in the Loan Agreement.

     

    
      	
              1.

            	
              Title
                of Warrant.
                Prior to the expiration hereof and subject to compliance with applicable
                laws, this Warrant and all rights hereunder are transferable, in
                whole or
                in part, at the office or agency of the Company by the Holder hereof
                in
                person or by duly authorized attorney, upon surrender of this Warrant
                together with (a) the Assignment Form annexed hereto properly endorsed,
                and (b) any other documentation reasonably necessary to satisfy the
                Company that such transfer is in compliance with all applicable securities
                laws, as provided in Section 8 hereof. The term “Holder”
                shall refer to the Investor or any subsequent transferee of this
                Warrant.

            


    

     

    
      	
              2.

            	
              Authorization
                of Shares.
                The Company covenants that all shares of Common Stock which may be
                issued
                upon the exercise of rights represented by this Warrant will, upon
                exercise of the rights represented by this Warrant and payment of
                the
                Exercise Price as set forth herein will be duly authorized, validly
                issued, fully paid and nonassessable and free from all taxes, liens
                and
                charges in respect of the issue thereof (other than taxes in respect
                of
                any transfer occurring contemporaneously with such issue or otherwise
                specified herein).

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              3.

            	
              Exercise
                of Warrant.
                The Holder may exercise this Warrant, in whole or in part, at any
                time and
                from time to time prior to the Termination Date, by delivering to
                the
                offices of the Company this Warrant, together with a Notice of Exercise
                in
                the form annexed hereto specifying the number of Warrant Shares with
                respect to which this Warrant is being exercised, together with payment
                to
                the Company of the Exercise Price therefor.


            


    

     

    In
      the
      event that this Warrant is not exercised in full, the number of Warrant Shares
      shall be reduced by the number of Warrant Shares for which this Warrant is
      exercised and/or surrendered, and the Company, at its expense, shall within
      three (3) Trading Days (as defined below) issue and deliver to the Holder a
      new
      Warrant of like tenor in the name of the Holder or as the Holder (upon payment
      by Holder of any applicable transfer taxes) may request, reflecting such
      adjusted Warrant Shares. 

     

    The
      Company shall use its best efforts to deliver the certificates for shares of
      Common Stock purchased hereunder to the Holder hereof within ten (10) days
      after
      the date on which this Warrant shall have been exercised as aforesaid.


     

    
      	
              4.

            	
              No
                Fractional Shares or Scrip.
                No fractional shares or scrip representing fractional shares shall
                be
                issued upon the exercise of this Warrant. In lieu of issuance of
                a
                fractional share upon any exercise hereunder, the Company will round
                up to
                nearest whole number of shares.

            


    

     

    
      	
              5.

            	
              Charges,
                Taxes and Expenses.
                Issuance of certificates for shares of Common Stock upon the exercise
                of
                this Warrant shall be made without charge to the Holder hereof for
                any
                issue or transfer tax or other incidental expense in respect of the
                issuance of such certificate, all of which taxes and expenses shall
                be
                paid by the Company, and such certificates shall be issued in the
                name of
                the Holder of this Warrant or in such name or names as may be directed
                by
                the Holder of this Warrant; provided,
                however,
                that in the event certificates for shares of Common Stock are to
                be issued
                in a name other than the name of the Holder of this Warrant, this
                Warrant
                when surrendered for exercise shall be accompanied by the Assignment
                Form
                attached hereto duly executed by the Holder hereof; and provided further,
                that the Company shall not be required to pay any tax or taxes which
                may
                be payable in respect of any transfer involved in the issuance of
                any
                certificates for the Warrant Shares other than the issuance of a
                replacement Warrant to the Holder in connection with the Holder’s
                surrender of this Warrant upon the exercise of this warrant as to
                less
                than all of the shares of Common Stock which may be purchased pursuant
                to
                the exercise hereof. 

            


    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    
      	
              6.

            	
              Closing
                of Books.
                The Company will at no time close its shareholder books or records
                in any
                manner which interferes with the timely exercise of this
                Warrant.

            


    

     

    
      	
              7.

            	
              No
                Rights as Shareholder until Exercise.
                Subject to Section 12 of this Warrant and the provisions of any other
                written agreement between the Company and the Investor, the Investor
                shall
                not be entitled to vote or receive dividends or be deemed the holder
                of
                Warrant Shares or any other securities of the Company that may at
                any time
                be issuable on the exercise hereof for any purpose, nor shall anything
                contained herein be construed to confer upon the Investor, as such,
                any of
                the rights of a stockholder of the Company or any right to vote for
                the
                election of directors or upon any matter submitted to stockholders
                at any
                meeting thereof, or to give or withhold consent to any corporate
                action
                (whether upon any recapitalization, issuance of stock, reclassification
                of
                stock, change of par value, or change of stock to no par value,
                consolidation, merger, conveyance or otherwise) or to receive notice
                of
                meetings, or to receive dividends or subscription rights or otherwise
                until this Warrant shall have been exercised as provided herein.
                However,
                at the time of the exercise of this Warrant pursuant to Section 3
                hereof,
                the Warrant Shares so purchased hereunder shall be deemed to be issued
                to
                such Holder as the record owner of such shares as of the close of
                business
                on the date on which this Warrant shall have been
                exercised.

            


    

     

    
      	
              8.

            	
              Assignment
                and Transfer of Warrant.
                This Warrant may be assigned by the surrender of this Warrant and
                the
                Assignment Form annexed hereto duly executed at the office of the
                Company
                (or such other office or agency of the Company or its transfer agent
                as
                the Company may designate by notice in writing to the registered
                Holder
                hereof at the address of such Holder appearing on the books of the
                Company); provided,
                however,
                that this Warrant may not be resold or otherwise transferred except
                (i) in
                a transaction registered under the Securities Act of 1933, as amended
                (the
                “Act”),
                or (ii) in a transaction pursuant to an exemption, if available,
                from
                registration under the Act and whereby, if reasonably requested by
                the
                Company, an opinion of counsel reasonably satisfactory to the Company
                is
                obtained by the Holder of this Warrant to the effect that the transaction
                is so exempt. 

            


    

     

    
      	
              9.

            	
              Loss,
                Theft, Destruction or Mutilation of Warrant; Exchange.
                The Company represents warrants and covenants that (a) upon receipt
                by the
                Company of evidence reasonably satisfactory to it of the loss, theft,
                destruction or mutilation of any Warrant or stock certificate representing
                the Warrant Shares, and in case of loss, theft or destruction, of
                indemnity reasonably satisfactory to it, and (b) upon surrender and
                cancellation of such Warrant or stock certificate, if mutilated,
                the
                Company will make and deliver a new Warrant or stock certificate
                of like
                tenor and dated as of the date of such cancellation, in lieu of this
                Warrant or stock certificate, without any charge therefor. This Warrant
                is
                exchangeable at any time for an equal aggregate number of Warrants
                of
                different denominations, as requested by the holder surrendering
                the same,
                or in such denominations as may be requested by the Holder following
                determination of the Exercise Price. No service charge will be made
                for
                such registration or transfer, exchange or
                reissuance.

            


    

     

    
      	
              10.

            	
              Saturdays,
                Sundays, Holidays, etc.
                If the last or appointed day for the taking of any action or the
                expiration of any right required or granted herein shall be a Saturday,
                Sunday or a legal holiday, then such action may be taken or such
                right may
                be exercised on the next succeeding day not a legal
                holiday.

            


    

     

    
      
         

      

      
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              11.

            	
              Specific
                Enforcement.
                The Company and the Holder acknowledge and agree that irreparable
                damage
                would occur in the event that any of the provisions of this Warrant
                were
                not performed in accordance with their specific terms or were otherwise
                breached. It is accordingly agreed that the parties shall be entitled
                to
                an injunction or injunctions to prevent or cure breaches of the provisions
                of this Warrant and to enforce specifically the terms and provisions
                hereof, this being in addition to any other remedy to which either
                of them
                may be entitled by law or equity.

            


    

     

    
      	
              12.

            	
              Adjustments
                of Exercise Price and Number of Warrant Shares.
                The number of and kind of securities purchasable upon exercise of
                this
                Warrant and the Exercise Price shall be subject to adjustment from
                time to
                time as set forth in this Section
                12.

            


    

     

    
      	
              (a)

            	
              Subdivisions,
                Combinations and Stock Dividends.
                If the Company shall, at any time while this Warrant is outstanding,
                (A)
                pay a stock dividend or otherwise make a distribution or distributions
                on
                any equity securities (including instruments or securities convertible
                into or exchangeable for such equity securities) in shares of Common
                Stock, (B) subdivide outstanding shares of Common Stock into a larger
                number of shares, or (C) combine outstanding Common Stock into a
                smaller
                number of shares, then the Exercise Price shall be multiplied by
                a
                fraction, the numerator of which shall be the number of shares of
                Common
                Stock outstanding before such event and the denominator of which
                shall be
                the number of shares of Common Stock outstanding after such event.
                Any
                adjustment made pursuant to this Section 12(a) shall become effective
                immediately after the record date for the determination of stockholders
                entitled to receive such dividend or distribution and shall become
                effective immediately after the effective date in the case of a
                subdivision or combination. The number of shares which may be purchased
                hereunder shall be increased proportionately to any reduction in
                Exercise
                Price pursuant to this paragraph 12(a), so that after such adjustments
                the
                aggregate Exercise Price payable hereunder for the increased number
                of
                shares shall be the same as the aggregate Exercise Price in effect
                just
                prior to such adjustments. 

            


    

     

    
      	
              (b)

            	
              Other
                Distributions.
                If at any time after the date hereof the Company distributes to holders
                of
                its Common Stock, other than as part of its dissolution, liquidation
                or
                the winding up of its affairs, any shares of its capital stock, any
                evidence of indebtedness or any of its assets (other than Common
                Stock),
                then the number of Warrant Shares for which this Warrant is exercisable
                shall be increased to equal: (i) the number of Warrant Shares for
                which
                this Warrant is exercisable immediately prior to such event, (ii)
                multiplied by a fraction, (A) the numerator of which shall be the
                Fair
                Market Value (as defined below) per share of Common Stock on the
                record
                date for the dividend or distribution, and (B) the denominator of
                which
                shall be the Fair Market Value price per share of Common Stock on
                the
                record date for the dividend or distribution minus the amount allocable
                to
                one share of Common Stock of the value (as jointly determined in
                good
                faith by the Board of Directors of the Company and the Holder) of
                any and
                all such evidences of indebtedness, shares of capital stock, other
                securities or property, so distributed. For purposes of this Warrant,
                “Fair
                Market Value”
                shall equal (X) the closing price of the Common Stock on any stock
                exchange on which the Common Stock is listed or admitted to trading,
                or
                (Y) if the Common Stock is not listed or admitted to trading on any
                stock
                exchange but is traded in the over-the-counter markets, the average
                of the
                closing bid and asked prices in the over-the-counter markets or (Z)
                if the
                Common Stock is not listed or admitted to trading on any stock exchange
                and is not traded in the over-the-counter markets and the average
                price
                cannot be determined as contemplated above, the Fair Market Value
                of the
                Common Stock shall be as reasonably determined in good faith by the
                Company’s Board of Directors and the Holder. The Exercise Price shall be
                reduced to equal: (i) the Exercise Price in effect immediately before
                the
                occurrence of any such event (ii) multiplied by a fraction, (A) the
                numerator of which is the number of Warrant Shares for which this
                Warrant
                is exercisable immediately before the adjustment, and (B) the denominator
                of which is the number of Warrant Shares for which this Warrant is
                exercisable immediately after the
                adjustment.

            


    

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    
      	
              (c)

            	
              Merger,
                etc.
                If at any time after the date hereof there shall be a merger or
                consolidation of the Company with or into or a transfer of all or
                substantially all of the assets of the Company to another entity,
                then the
                Holder shall be entitled to receive notice thereof not less than
                ten (10)
                days prior to the effective date of such transaction and, if this
                Warrant
                is not exercised within such ten (10) day period, then this Warrant
                shall
                expire at the end of such period

            


    

     

    
      	
              (d)

            	
              Reclassification,
                etc.
                If at any time after the date hereof there shall be a reorganization
                or
                reclassification of the securities as to which purchase rights under
                this
                Warrant exist into the same or a different number of securities of
                any
                other class or classes, then the Holder shall thereafter be entitled
                to
                receive upon exercise of this Warrant, during the period specified
                herein
                and upon payment of the Exercise Price then in effect, the number
                of
                shares or other securities or property resulting from such reorganization
                or reclassification, which would have been received by the Holder
                for the
                shares of stock subject to this Warrant had this Warrant at such
                time been
                exercised.

            


    

     

    
      	
              (e)

            	
              Subsequent
                Equity Sales.
                The following provisions apply only upon the issuance of equity securities
                of the Company for cash consideration in excess of
                $100,000:

            


    

     

    
      	 	
              (i)

            	
              If
                the Company, at any time while this Warrant is outstanding, shall
                offer,
                sell, grant any option to purchase or offer, sell or grant any right
                to
                reprice its securities, or otherwise dispose of or issue (or announce
                any
                offer, sale, grant or any option to purchase or other disposition)
                any
                Common Stock or Common Stock Equivalents entitling any Person to
                acquire
                shares of Common Stock, at an effective price per share less than
                the then
                Exercise Price (such lower price, the “Base
                Share Price”
                and such issuances collectively, a “Dilutive
                Issuance”),
                as adjusted hereunder (if the holder of the Common Stock or Common
                Stock
                Equivalents so issued shall at any time, whether by operation of
                purchase
                price adjustments, reset provisions, floating conversion, exercise
                or
                exchange prices or otherwise, or due to warrants, options or rights
                per
                share which is issued in connection with such issuance, be entitled
                to
                receive shares of Common Stock at an effective price per share which
                is
                less than the Exercise Price, such issuance shall be deemed to have
                occurred for less than the Exercise Price on such date of the Dilutive
                Issuance), then the Exercise Price shall be reduced and only reduced
                to
                equal the Base Share Price and the number of Warrant Shares issuable
                hereunder shall be increased such that the aggregate Exercise Price
                payable hereunder, after taking into account the decrease in the
                Exercise
                Price, shall be equal to the aggregate Exercise Price prior to such
                adjustment.

            


    

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    
      	 	
              (ii)

            	
              Such
                adjustments shall be made whenever such Common Stock or Common Stock
                Equivalents are issued. Notwithstanding the foregoing, no adjustments
                shall be made, paid or issued under this Section 12(e) in respect
                of an
                Exempt Issuance (defined below). The Company shall notify the Holder
                in
                writing, no later than the Trading Day following the issuance of
                any
                Common Stock or Common Stock Equivalents subject to this section,
                indicating therein the applicable issuance price, or of applicable
                reset
                price, exchange price, conversion price and other pricing terms (such
                notice the “Dilutive
                Issuance Notice”).
                For purposes of clarification, whether or not the Company provides
                a
                Dilutive Issuance Notice pursuant to this Section 12(e)(ii), upon
                the
                occurrence of any Dilutive Issuance, as applicable, after the date
                of such
                Dilutive Issuance, as applicable, the Holder is entitled to receive
                a
                number of Warrant Shares based upon the Base Share Price, regardless
                of
                whether the Holder accurately refers to the Base Share Price in the
                Notice
                of Exercise. 

            


    

     

    
      	 	
              (iii)

            	
              “Exempt
                Issuance”
                means the issuance of (a) shares of Common Stock or options to employees,
                officers, directors or consultants of the Company (including shares
                of
                Common Stock issued pursuant to the exercise of such options) pursuant
                to
                any stock or option plan duly adopted by a majority of the non-employee
                members of the Board of Directors of the Company or a majority of
                the
                members of a committee of non-employee directors established for
                such
                purpose, (b) securities upon the exercise or exchange of or conversion
                of
                any securities issued hereunder and/or securities exercisable or
                exchangeable for or convertible into shares of Common Stock issued
                and
                outstanding on March 29, 2007 or (c) securities issued pursuant to
                acquisitions or strategic transactions approved by a majority of
                the
                disinterested directors, provided any such issuance shall only be
                to a
                person which is, itself or through its subsidiaries, an operating
                company
                in a business synergistic with the business of the Company and in
                which
                the Company receives benefits in addition to the investment of funds,
                but
                shall not include a transaction in which the Company is issuing securities
                primarily for the purpose of raising capital or to an entity whose
                primary
                business is investing in
                securities.

            


    

     

    
      	
              13.

            	
              Notice
                of Adjustment; Notice of Events.
                (i) Whenever the number of Warrant Shares or number or kind of securities
                or other property purchasable upon the exercise of this Warrant or
                the
                Exercise Price is adjusted, the Company shall promptly mail to the
                Holder
                of this Warrant a notice setting forth the number of Warrant Shares
                (and
                other securities or property) purchasable upon the exercise of this
                Warrant and the Exercise Price of such Warrant Shares after such
                adjustment and setting forth the computation of such adjustment and
                a
                brief statement of the facts requiring such adjustment. (ii) If:
                (A) the
                Company shall declare a dividend (or any other distribution) on its
                Common
                Stock; or (B) the Company shall declare a special nonrecurring cash
                dividend on or a redemption of its Common Stock; or (C) the Company
                shall
                authorize the granting to all holders of the Common Stock rights
                or
                warrants to subscribe for or purchase any shares of capital stock
                of any
                class or of any rights; or (D) the approval of any stockholders of
                the
                Company shall be required in connection with any reclassification
                of the
                Common Stock of the Company, any consolidation or merger to which
                the
                Company is a party, any sale or transfer of all or substantially
                all of
                the assets of the Company, or any compulsory share exchange whereby
                the
                Common Stock is converted into other securities, cash or property;
                or (E)
                the Company shall authorize the voluntary dissolution, liquidation
                or
                winding up of the affairs of the Company, then the Company shall
                cause to
                be mailed to the Holder of this Warrant, at least 30 calendar days
                prior
                to the applicable record or effective date, a notice stating (x)
                the date
                on which a record is to be taken for the purpose of such dividend,
                distribution, redemption, rights or warrants, or if a record is not
                to be
                taken, the date as of which the holders of Common Stock of record
                to be
                entitled to such dividend, distributions, redemption, rights or warrants
                are to be determined or (y) the date on which such reclassification,
                consolidation, merger, sale, transfer or share exchange is expected
                to
                become effective or close, and the date as of which it is expected
                that
                holders of Common Stock of record shall be entitled to exchange their
                shares of Common Stock for securities, cash or other property deliverable
                upon such reclassification, consolidation, merger, sale, transfer,
                share
                exchange, dissolution, liquidation or winding
                up.

            


    

     

    
      
         

      

      
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              14.

            	
              Authorized
                Shares.
                The Company covenants that during the period the Warrant is outstanding
                and exercisable, it will reserve from its authorized and unissued
                Common
                Stock a sufficient number of shares to provide for the issuance of
                the
                Warrant Shares upon the exercise of any and all purchase rights under
                this
                Warrant. The Company further covenants that its issuance of this
                Warrant
                shall constitute full authority to its officers who are charged with
                the
                duty of executing stock certificates to execute and issue the necessary
                certificates for the Warrant Shares upon the exercise of the purchase
                rights under this Warrant. The Company will take all such reasonable
                action as may be necessary to assure that such Warrant Shares may
                be
                issued as provided herein without violation of any applicable law,
                regulation, or rule of any applicable market or
                exchange.

            


    

     

    
      	
              15.

            	
              Compliance
                with Securities Laws.
                

            


    

     

    
      	
              (a)
                

            	
              The
                Holder hereof acknowledges that the Warrant Shares acquired upon
                the
                exercise of this Warrant, if not registered (or if no exemption from
                registration exists), will have restrictions upon resale imposed
                by state
                and federal securities laws. Each certificate representing the Warrant
                Shares issued to the Holder upon exercise (if not registered, for
                resale
                or otherwise, or if no exemption from registration exists) will bear
                substantially the following legend:

            


    

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
      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, ACCORDINGLY, MAY NOT BE OFFERED,
      TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF 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. 

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    


    
      	
              (b)

            	
              Without
                limiting the Investor’s right to transfer, assign or otherwise convey the
                Warrant or Warrant Shares in compliance with all applicable securities
                laws, the Investor, by acceptance hereof, acknowledges that this
                Warrant
                and the Warrant Shares to be issued upon exercise hereof are being
                acquired solely for the Investor’s own account and not as a nominee for
                any other party, and that the Investor will not offer, sell or otherwise
                dispose of this Warrant or any Warrant Shares to be issued upon exercise
                hereof except under circumstances that will not result in a violation
                of
                applicable federal and state securities laws.


            


    

     

    
      	16.	
              Miscellaneous.

            


    

     

    
      	
              (a)

            	
              ISSUE
                DATE; CHOICE OF LAW; VENUE; JURISDICTION.
                THE PROVISIONS OF THIS WARRANT SHALL BE CONSTRUED AND SHALL BE GIVEN
                EFFECT IN ALL RESPECTS AS IF IT HAD BEEN ISSUED AND DELIVERED BY
                THE
                COMPANY ON THE DATE HEREOF. THIS WARRANT SHALL BE BINDING UPON ANY
                SUCCESSORS OR ASSIGNS OF THE COMPANY. THIS WARRANT WILL BE CONSTRUED
                AND
                ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
                OF NEW
                YORK, EXCEPT FOR MATTERS ARISING UNDER THE ACT, WITHOUT REFERENCE
                TO
                PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES CONSENTS TO THE
                EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN
                THE
                COUNTY OF MONROE IN THE STATE OF NEW YORK IN CONNECTION WITH ANY
                DISPUTE
                ARISING UNDER THIS WARRANT AND HEREBY WAIVES, TO THE MAXIMUM EXTENT
                PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION BASED ON
                FORUM NON CONVENIENS
                OR
                VENUE, TO THE BRINGING OF ANY SUCH PROCEEDING IN SUCH JURISDICTION.
                EACH
                PARTY HEREBY AGREES THAT IF THE OTHER PARTY TO THIS WARRANT OBTAINS
                A
                JUDGMENT AGAINST IT IN SUCH A PROCEEDING, THE PARTY WHICH OBTAINED
                SUCH
                JUDGMENT MAY ENFORCE SAME BY SUMMARY JUDGMENT IN THE COURTS OF ANY
                COUNTRY
                HAVING JURISDICTION OVER THE PARTY AGAINST WHOM SUCH JUDGMENT WAS
                OBTAINED, AND EACH PARTY HEREBY WAIVES ANY DEFENSES AVAILABLE TO
                IT UNDER
                LOCAL LAW AND AGREES TO THE ENFORCEMENT OF SUCH A JUDGMENT. EACH
                PARTY TO
                THIS WARRANT IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN ANY
                SUCH
                PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
                MAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS IN ACCORDANCE
                WITH
                SECTION 16(c).
                NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS
                IN ANY
                OTHER MANNER PERMITTED BY LAW.

            


    

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    
      	
              (b)

            	
              Modification
                and Waiver.
                This Warrant and any provisions hereof may be changed, waived, discharged
                or terminated only by an instrument in writing signed by the party
                against
                which enforcement of the same is sought. Any amendment effected in
                accordance with this paragraph shall be binding upon the Investor,
                each
                future Holder of this Warrant and the Company. No waivers of, or
                exceptions to, any term, condition or provision of this Warrant,
                in any
                one or more instances, shall be deemed to be, or construed as, a
                further
                or continuing waiver of any such term, condition or
                provision.

            


    

     

    
      	
              (c)

            	
              Notices.
                Any notice, request or other document required or permitted to be
                given or
                delivered to the Investor or future Holders hereof or the Company
                shall be
                personally delivered or shall be sent by certified or registered
                mail,
                postage prepaid, to the Investor or each such Holder at its address
                as
                shown on the books of the Company or to the Company at the address
                set
                forth in the Loan Agreement between the Company and the original
                holder of
                this Warrant, dated March 29, 2007. All notices under this Warrant
                shall
                be deemed to have been given when
                received.

            


    

     

    A
      party
      may from time to time change the address to which notices to it are to be
      delivered or mailed hereunder by notice given in accordance with the provisions
      of this Section 16(c).

     

    
      	
              (d)

            	
              Severability.
                Whenever possible, each provision of this Warrant shall be interpreted
                in
                such manner as to be effective and valid under applicable law, but
                if any
                provision of this Warrant is held to be invalid, illegal or unenforceable
                in any respect under any applicable law or rule in any jurisdiction,
                such
                invalidity, illegality or unenforceability shall not affect the validity,
                legality or enforceability of any other provision of this Warrant
                in such
                jurisdiction or affect the validity, legality or enforceability of
                any
                provision in any other jurisdiction, but this Warrant shall be reformed,
                construed and enforced in such jurisdiction as if such invalid, illegal
                or
                unenforceable provision had never been contained
                herein.

            


    

     

    
      	
              (e)

            	
              No
                Impairment.
                The Company will not, by amendment of its Certificate 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
                of this Warrant, but will at all times in good faith assist in the
                carrying out of all such terms and in the taking of all such action
                as may
                be necessary or appropriate in order to protect the rights of the
                Holder
                against impairment. Without limiting the generality of the foregoing,
                the
                Company (a) will not increase the par value of any Warrant Shares
                above
                the amount payable therefor on such exercise, and (b) will take all
                such
                action as may be reasonably necessary or appropriate in order that
                the
                Company may validly and legally issue fully paid and nonassessable
                Warrant
                Shares on the exercise of this
                Warrant.

            


    

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Warrant to be executed by its officers thereunto duly
      authorized.

     

    
      	 	 	 
	 	PURE
              VANILLA
              EXCHANGE, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name: Steven
              Yevoli
	 	Title:
              CEO


    

     

    ATTEST:

    


    ______________________________

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    


    NOTICE
      OF EXERCISE

     

    To:    PURE
      VANILLA EXCHANGE, INC..

     

    (1)    The
      undersigned hereby elects to exercise the attached Warrant for and to purchase
      thereunder, ______ shares of Common Stock, and herewith makes payment therefor
      of $_______.

     

    (2)    Please
      issue a certificate or certificates representing said shares of Common Stock
      in
      the name of the undersigned or in such other name as is specified
      below:

     

    
      	 	 	 	 
	 	(Name) 	 	 
	 	 	 	 
	 	 	 	 
	 	(Address) 	 	 
	 	 	 	 


    

    


    (3)    Please
      issue a new Warrant for the unexercised portion of the attached Warrant in
      the
      name of the undersigned or in such other name as is specified
      below:

    


    
      	 	 	 	 
	 	 	(Name) 	 
	 	 	 	 
	(Date) 	 	(Signature) 	 
	 	 	 	 
	 	 	(Address) 	 
	 	 	 	 
	Dated: 	 	 	 
	 	 	 	 
	Signature 	 	 	 


    

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

    


    ASSIGNMENT
      FORM

    


    (To
      assign the foregoing warrant, execute

    this
      form
      and supply required information.

    Do
      not
      use this form to exercise the warrant.)

    


       FOR
      VALUE
      RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
      assigned to

     

    
      	 	 	 	whose
              address is 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	
              Dated: 

            	 
	 	 	 	 
	 	Holder’s
              Signature: 	 	 
	 	 	 	 
	 	Holder’s
              Address: 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Signature
              Guaranteed: 	 	 	 


    

    


    


    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatsoever, and must be guaranteed by a bank or trust company. Officers of
      corporations and those acting in an fiduciary or other representative capacity
      should file proper evidence of authority to assign the foregoing
      Warrant.

     

    
      
         

      

      
        -12-