WARRANT

     

    THE
      WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK
      DELIVERABLE UPON EXERCISE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”) AND MAY
      NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT
      REGISTRATION UNDER THE ACT UNLESS EITHER (A) THE COMPANY HAS RECEIVED AN OPINION
      OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO
      THE
      EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION
      OR
      (B) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE
      COMMISSION RULE 144.

     

    Effective
      Date: September 25, 2007

     

    WARRANT
      TO PURCHASE COMMON STOCK

     

    OF

     

    CHINA
      SHENGHUO PHARMACEUTICAL HOLDINGS, INC.

     

    (Subject
      to Adjustment)


     

    THIS
      CERTIFIES THAT, for value received, [Name of Warrant Holder] (“Holder”),
      is
      entitled, subject to the terms and conditions of this Warrant, at any time
      or
      from time to time after the date hereof (the “Effective
      Date”),
      to
      purchase up to Three Thousand (3,000) shares of common stock, par value $0.0001
      per share (the “Warrant Shares”), from CHINA SHENGHUO PHARMACEUTICAL HOLDINGS,
      INC., a Delaware corporation (the “Company”),
      at an
      exercise price per share equal to Three Dollars and Fifty Cents ($3.50) (the
      “Purchase Price). This Warrant shall expire at 5:00 p.m. Pacific time on that
      date which is sixty (60) months from the date of this Warrant (the “Expiration
      Date”).
      Both
      the number of shares of Common Stock purchasable upon exercise of this Warrant
      (the “Warrant Shares”) and the Purchase Price are subject to adjustment and
      change as provided herein. This Warrant is irrevocably issued to the holder
      for
      agreement to serve as a member of the Company’s Board of Directors.

     

    1.  CERTAIN
      DEFINITIONS.
      As used
      in this Warrant the following terms shall have the following respective
      meanings:

     

    “1933
      Act”
shall
      mean the Securities Act of 1933, as amended.

     

    “Common
      Stock”
shall
      mean the Common Stock of the Company and any other securities at any time
      receivable or issuable upon exercise of this Warrant.

     

    "Fair
      Market Value"
      or
“FMV”
      of a
      share of Common Stock as of a particular date shall mean:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (a) If
      traded
      on the American Stock Exchange, the Nasdaq Stock Market, or any other securities
      exchange, the Fair Market Value shall be deemed to be the average of the closing
      prices of the Common Stock of the Company on such exchange or market over the
      ten (10) business days ending immediately prior to the applicable date of
      valuation;

     

    (b) If
      actively traded over-the-counter, the Fair Market Value shall be deemed to
      be
      the average of the closing bid prices over the 30-day period ending immediately
      prior to the applicable date of valuation; and

     

    (c) If
      there
      is no active public market, the Fair Market Value shall be the value as
      determined in good faith by the Com-pany’s Board of Directors upon a review of
      relevant factors, including due consideration of the Registered Holders'
      determination of the value of the Company.

     

    2.  EXERCISE
      OF WARRANT

     

    2.1  Payment.
      Subject
      to compliance with the terms and conditions of this Warrant and applicable
      securities laws, this Warrant may be exercised, in whole or in part at any
      time
      or from time to time, on or before the Expiration Date by the delivery
      (including, without limitation, delivery by facsimile) of the form of Notice
      of
      Exercise attached hereto as Exhibit 1
      (the
“Notice
      of Exercise”),
      duly
      executed by the Holder, at the address of the Company as set forth herein,
      and
      as soon as practicable after such date, 

     

    (a)  surrendering
      this Warrant at the address of the Company, and
      either

     

    (b)  providing
      payment, by check or by wire transfer, of an amount equal to the product
      obtained by multiplying the number of shares of Common Stock being purchased
      upon such exercise by the then effective Purchase Price (the “Exercise
      Amount”),
      or

     

    (c)  electing,
      by written notice to the Company on the Notice of Exercise duly executed by
      the
      Holder, to receive a number of Warrant Shares, determined in accordance with
      the
      formula set forth below, at a price of $0.001 per Warrant Share (the
“Election”),
      in
      which event the Company shall issue to the Holder a number of Warrant Shares
      computed using the following formula, upon payment of an amount equal to the
      product obtained by multiplying the Warrant Shares to be issued by $0.001 (the
      “Election
      Exercise Amount”):

     

    X
      =  Y
      (A - B)

    A

    Where  X
      = The number of Warrant Shares to be issued to the Holder upon an
      Election.

    



      Y
        = The number of Warrant Shares in respect of which this Warrant is being
        exercised as
        adjusted to the date of the
        Election.


    


    A
      = The FMV of one Warrant Share on the date that the relevant Notice of Exercise
      is received by the Company.

    


    B
      = The Purchase Price (as adjusted to the date of the Election) in accordance
      with Section 4 hereof.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.2  Common
      Stock Certificates; Fractional Shares.
      As soon
      as practicable on or after the date of an exercise of this Warrant, the Company
      shall deliver to the person or persons entitled to receive the same a
      certificate or certificates for the number of whole shares of Common Stock
      issuable upon such exercise. No fractional shares or scrip representing
      fractional shares of Common Stock shall be issued upon an exercise of this
      Warrant.

     

    2.3  Partial
      Exercise: Effective Date of Exercise.
      In case
      of any partial exercise of this Warrant, the Holder and the Company shall cancel
      this Warrant upon surrender hereof and shall execute and deliver a new Warrant
      of like tenor and date for the balance of the shares of Common Stock purchasable
      hereunder. This Warrant shall be deemed to have been exercised immediately
      prior
      to the close of business on the date of its surrender for exercise as provided
      above. The Company acknowledges that the person entitled to receive the shares
      of Common Stock issuable upon exercise of this Warrant shall be treated for
      all
      purposes as the holder of record of such shares as of the close of business
      on
      the date the Holder is deemed to have exercised this Warrant.

     

    3.  TAXES.
      The
      Company shall pay all taxes and other governmental charges that may be imposed
      in respect of the delivery of shares upon exercise of this Warrant; provided,
      however,
      that
      the Company shall not be required to pay any tax or other charge imposed in
      connection with any transfer involved in the delivery of any certificate for
      shares of Common Stock in any name other than that of the Holder of this
      Warrant, and in such case the Company shall not be required to deliver any
      stock
      certificate until such tax or other charge has been paid, or it has been
      established to the Company’s reasonable satisfaction that no tax or other charge
      is due.

     

    4.  ADJUSTMENT
      OF PURCHASE PRICE AND NUMBER OF COMMON STOCK.
      The
      number of shares of Common Stock deliverable upon exercise of this Warrant
      (or
      any shares of stock or other securities or property receivable upon exercise
      of
      this Warrant) and the Purchase Price are subject to adjustment upon occurrence
      of the following events:

     

    4.1  Adjustment
      for Stock Splits, Subdivisions or Combinations of Shares of Common
      Stock.
      The
      Purchase Price of this Warrant shall be proportionally decreased and the number
      of shares of Common Stock deliverable upon exercise of this Warrant (or any
      shares of stock or other securities at the time deliverable upon exercise of
      this Warrant) shall be proportionally increased to reflect any stock split
      or
      subdivision of the Company’s Common Stock. The Purchase Price of this Warrant
      shall be proportionally increased and the number of shares of Common Stock
      deliverable upon exercise of this Warrant (or any shares of stock or other
      securities at the time deliverable upon exercise of this Warrant) shall be
      proportionally decreased to reflect any combination of the Company’s Common
      Stock.

     

    4.2  Adjustment
      for Dividends or Distributions of Stock or Other Securities or
      Property.
      In case
      the Company shall make or issue, or shall fix a record date for the
      determination of eligible holders entitled to receive, a dividend or other
      distribution with respect to the Common Stock (or any shares of stock or other
      securities at the time issuable upon exercise of the Warrant) payable in (a)
      securities of the Company or (b) assets (excluding cash dividends paid or
      payable solely out of retained earnings), then, in each such case, the
      Registered Holder of this Warrant on exercise hereof at any time after the
      consummation, effective date or record date of such dividend or other
      distribution, shall receive, in addition to the shares of Common Stock (or
      such
      other stock or securities) issuable on such exercise prior to such date, and
      without the payment of additional consideration therefor, the securities or
      such
      other assets of the Company to which such Holder would have been entitled upon
      such date if such Holder had exercised this Warrant on the date hereof and
      had
      thereafter, during the period from the date hereof to and including the date
      of
      such exercise, retained such shares and/or all other additional stock available
      by it as aforesaid during such period giving effect to all adjustments called
      for by this Section 4.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4.3  Reclassification.
      If the
      Company, by reclassification of securities or otherwise, shall change any 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, this Warrant
      shall thereafter represent the right to acquire such number and kind of
      securities as would have been issuable as the result of such change ‘with
      respect to the securities that were subject to the purchase rights under this
      Warrant immediately prior to such reclassification or other change and the
      Purchase Price therefore shall be appropriately adjusted, all subject to further
      adjustment as provided in this Section 4. No adjustment shall be made pursuant
      to this Section 4.3 upon any conversion or redemption of the Common Stock which
      is the subject of Section 4.5.

     

    4.4  Adjustment
      for Capital Reorganization, Merger or Consolidation.
      In case
      of any capital reorganization of the capital stock of the Company (other than
      a
      combination, reclassification, exchange or subdivision of shares otherwise
      provided for herein), or any merger or consolidation of the Company with or
      into
      another corporation, or the sale of all or substantially all the assets of
      the
      Company then, and in each such case, as a part of such reorganization, merger,
      consolidation, sale or transfer, lawful provision shall be made so that the
      Holder of this Warrant shall thereafter be entitled to receive upon exercise
      of
      this Warrant, during the period specified herein and upon payment of the
      Purchase Price then in effect, the number of shares of stock or other securities
      or property of the successor corporation resulting from such reorganization,
      merger, consolidation, sale or transfer that a holder of the shares deliverable
      upon exercise of this Warrant would have been entitled to receive in such
      reorganization, consolidation, merger, sale or transfer if this Warrant had
      been
      exercised immediately before such reorganization, merger, consolidation, sale
      or
      transfer, all subject to further adjustment as provided in this Section 4.
      The
      foregoing provisions of this Section 4.4 shall similarly apply to successive
      reorganizations, consolidations, mergers, sales and transfers and to the stock
      or securities of any other corporation that are at the time receivable upon
      the
      exercise of this Warrant. If the per-share consideration payable to the Holder
      hereof for shares in connection with any such transaction is in a form other
      than cash or marketable securities, then the value of such consideration shall
      be determined in good faith by the Company’s Board of Directors. In all events,
      appropriate adjustment (as determined in good faith by the Company’s Board of
      Directors) shall be made in the application of the provisions of this Warrant
      with respect to the rights and interests of the Holder after the transaction,
      to
      the end that the provisions of this Warrant shall be applicable after that
      event, as near as reasonably may be, in relation to any shares or other property
      deliverable after that event upon exercise of this Warrant.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    4.5  Conversion
      of Common Stock.
      In case
      all or any portion of the authorized and outstanding shares of Common Stock
      of
      the Company are redeemed or converted or reclassified into other securities
      or
      property pursuant to the Company’s Certificate of Incorporation or otherwise, or
      the Common Stock otherwise ceases to exist, then, in such case, the Registered
      Holder of this Warrant, upon exercise hereof at any time after the date on
      which
      the Common Stock is so redeemed or converted, reclassified or ceases to exist
      (the “Termination
      Date”),
      shall
      receive, in lieu of the number of shares of Common Stock that would have been
      deliverable upon such exercise immediately prior to the Termination Date, the
      securities or property that would have been received if this Warrant had been
      exercised in full and the Common Stock received thereupon had been
      simultaneously converted immediately prior to the Termination Date, all subject
      to further adjustment as provided in this Warrant. Additionally, the Purchase
      Price shall be immediately adjusted to equal the quotient obtained by dividing
      (x) the aggregate Purchase Price of the maximum number of shares of Common
      Stock
      for which this Warrant was exercisable immediately prior to the Termination
      Date
      by (y) the number of shares of Common Stock of the Company for which this
      Warrant is exercisable immediately after the Termination Date, all subject
      to
      further adjustment as provided herein.

     

    5.  LOSS
      OR MUTILATION.
      Upon
      receipt of evidence reasonably satisfactory the Company of the ownership of
      and
      the loss, theft, destruction or mutilation of this Warrant, and of indemnity
      reasonably satisfactory to him, and (in the case of mutilation) upon surrender
      and cancellation of this Warrant, the Company will cause to be executed and
      delivered in lieu thereof a new Warrant of like tenor as the lost, stolen,
      destroyed or mutilated Warrant.

     

    6.  REPRESENTATION.
      The
      Company hereby covenants that all shares issuable upon exercise of this Warrant,
      when delivered upon such exercise, shall be free and clear of all liens,
      security interests, charges and other encumbrances or restrictions on sale
      and
      free and clear of all preemptive rights, except encumbrances or restrictions
      arising under federal or state securities laws. Further, the Company hereby
      covenants to reserve such number of authorized but unissued shares of Common
      Stock for issuance upon exercise of this Warrant.

     

    7.  TRANSFER.
      This
      Warrant may not be transferred by the Holder without the prior written consent
      of the Company, which consent may not be unreasonably withheld. In the event
      of
      a transfer to which the Company has previously consented in writing, this
      Warrant and all rights hereunder may be transferred by the Holder upon delivery
      of the form of Assignment attached hereto as Exhibit
      2
      (the
“Assignment”), duly executed by the Holder, surrender of this Warrant properly
      endorsed at the address of the Company and payment of any necessary transfer
      tax
      or other governmental charge imposed upon such transfer. Upon any partial
      transfer, the Holder and Company will cause to be issued and delivered to the
      Holder a new Warrant or Warrants with respect to the portion of this Warrant
      not
      so transferred. Each taker and holder of this Warrant, by taking or holding
      the
      same, consents and agrees that when this Warrant shall have been so endorsed,
      the person in possession of this Warrant may be treated by the Company, and
      all
      other persons dealing with this Warrant, as the absolute owner hereof for any
      purpose and as the person entitled to exercise the rights represented hereby,
      any notice to the contrary notwithstanding; provided, however that until a
      transfer of this Warrant is duly registered on the books of the Company, the
      Company may treat the Holder hereof as the owner for all purposes.

     

    8.  [RESERVED]

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    9.  RESTRICTIONS
      ON TRANSFER.
      The
      Holder, by acceptance hereof, agrees that, absent an effective registration
      statement filed with the SEC under the 1933 Act, covering the disposition or
      sale of this Warrant or the Common Stock issued or issuable upon exercise hereof
      or the Common Stock issuable upon conversion thereof, as the case may be, and
      registration or qualification under applicable state securities laws, such
      Holder will not sell, transfer, pledge, or hypothecate any or all such Warrants
      or Common Stock, as the case may be, unless either (i) the Company has received
      an opinion of counsel, in form and substance reasonably satisfactory to the
      Company, to the effect that such registration is not required in connection
      with
      such disposition or (ii) the sale of such securities is made pursuant to SEC
      Rule 144.

     

    10.  COMPLIANCE
      WITH SECURITIES LAWS.
      By
      acceptance of this Warrant, the Holder hereby represents, warrants and covenants
      that he/she/it is an “accredited investor” as that term is defined under Rule
      501 of Regulation D, that any shares of stock purchased upon exercise of this
      Warrant or acquired upon conversion thereof shall be acquired for investment
      only and not with a view to, or for sale in connection with, any distribution
      thereof, that the Holder has had such opportunity as such Holder has deemed
      adequate to obtain from representatives of the Company such information as
      is
      necessary to permit the Holder to evaluate the merits and risks of its
      investment in the Company; that the Holder is able to bear the economic risk
      of
      holding such shares as may be acquired pursuant to the exercise of this Warrant
      for an indefinite period; that the Holder understands that the shares of stock
      acquired pursuant to the exercise of this Warrant or acquired upon conversion
      thereof will not be registered under the 1933 Act (unless otherwise required
      pursuant to exercise by the Holder of the registration rights, if any,
      previously granted to the Holder) and will be “restricted securities” within the
      meaning of Rule 144 under the 1933 Act and that the exemption from registration
      under Rule 144 will not be available for at least one year from the date of
      exercise of this Warrant, and even then will not be available unless a public
      market then exists for the stock, adequate information concerning the Company
      is
      then available to the public, and other terms and conditions of Rule 144 are
      complied with; and that all stock certificates representing shares of stock
      issued to the Holder upon exercise of this Warrant or upon conversion of such
      shares may have affixed thereto a legend substantially in the following
      form:

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.
      THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
      AND
      MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY
      APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
      THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
      FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
      OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
      SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE
      IS
      IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
      LAWS.

     

    11.  NO
      RIGHTS OR LIABILITIES AS STOCKHOLDERS.
      This
      Warrant shall not entitle the Holder to any voting rights or other rights as
      a
      stockholder of the Company. In the absence of affirmative action by such Holder
      to purchase Common Stock by exercise of this Warrant, no provisions of this
      Warrant, and no enumeration herein of the rights or privileges of the Holder
      hereof shall cause such Holder hereof to be a holder of the Company for any
      purpose.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    12.  NOTICES.
      All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be mailed by registered or certified mail, postage prepaid,
      return receipt requested, or by telecopier, or by email or otherwise delivered
      by hand or by messenger, addressed or telecopied to the person to whom such
      notice or communication is being given at its address set forth after its
      signature hereto. In order to be effective, a copy of any notice or
      communication sent by telecopier or email must be sent by registered or
      certified mail, postage prepaid, return receipt requested, or delivered
      personally to the person to whom such notice or communication is being at its
      address set forth after its signature hereto. If notice is provided by mail,
      notice shall be deemed to be given five (5) business days after proper deposit
      with the United States mail or nationally recognized overnight courier, or
      immediately upon personally delivery thereof, to person to whom such notice
      or
      communication is being at such address. If notice is provided by telecopier,
      notice shall be deemed to be given upon confirmation by the telecopier machine
      of the receipt of such notice at the telecopier number provided above. If notice
      is provided by email, notice shall be deemed to be given upon confirmation
      by
      the sender’s email program of the receipt of such notice at the email address
      provided after the signature of the person to whom such notice or communication
      is being. The addresses set forth after the signatures hereto may be changed
      by
      written notice complying with the terms of this Section 12.

     

    13.  HEADINGS.
      The
      headings in this Warrant are for purposes of convenience in reference only,
      and
      shall not be deemed to constitute a part hereof.

     

    14.  LAW
      GOVERNING.
      This
      Warrant shall be construed and enforced in accordance with, and governed by,
      the
      laws of the State of Delaware.

     

    15.  NOTICES
      OF RECORD DATE.
      In
      case:

     

    15.1  the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time receivable upon the exercise of this Warrant), for
      the
      purpose of entitling them to receive any dividend or other distribution, or
      any
      right to subscribe for or purchase any shares of stock of any class or any
      other
      securities or to receive any other right; or

     

    15.2  of
      any
      consolidation or merger of the Company with or into another corporation, any
      capital reorganization of the Company, any reclassification of the capital
      stock
      of the Company, or any conveyance of all or substantially all of the assets
      of
      the Company to another corporation in which holders of the Company’s stock are
      to receive stock, securities or property of another corporation; or

     

    15.3  of
      any
      voluntary dissolution, liquidation or winding-up of the Company; or

     

    15.4  of
      any
      redemption of any outstanding capital stock of the Company; then, and in each
      such case, the Company will mail or cause to be mailed to the Holder of this
      Warrant a notice specifying, as the case may be, (i) the date on which a record
      is to be taken for the purpose of such dividend, distribution or right, or
      (ii)
      the date on which such reorganization, reclassification, consolidation, merger,
      conveyance, dissolution, liquidation, winding-up, redemption or conversion
      is to
      take place, and the time, if any is to be fixed, as of which the holders of
      record of Common Stock (or such stock or securities as at the time are
      receivable upon the exercise of this Warrant) shall be entitled to exchange
      their shares of Common Stock (or such other stock or securities) for securities
      or other property deliverable upon such reorganization, reclassification,
      consolidation, merger, conveyance, dissolution, liquidation or winding-up.
      Such
      notice shall be delivered at least thirty (30) days prior to the date therein
      specified.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    16.  SEVERABILITY.
      If any
      term, provision, covenant or restriction of this Warrant is held by a court
      of
      competent jurisdiction to be invalid, void or unenforceable, the remainder
      of
      the terms, provisions, covenants and restrictions of this Warrant shall remain
      in full force and effect and shall in no way be affected, impaired or
      invalidated.

     

    17.  COUNTERPARTS.
      For the
      convenience of the parties, any number of counterparts of this Warrant may
      be
      executed by the parties hereto and each such executed counterpart shall be,
      and
      shall be deemed to be, an original instrument.

     

    18.  SATURDAYS,
      SUNDAYS AND HOLIDAYS.
      If the
      Expiration Date falls on a Saturday, Sunday or legal holiday, the Expiration
      Date shall automatically be extended until 5:00 p.m. on the next business
      day.

     

    [SIGNATURE
      PAGE TO FOLLOW]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Warrant as of the date
      first written above.

     

     

     

    
      	CHINA SHENGHUO
              PHARMACEUTICAL HOLDINGS, INC.	[NAME OF WARRANT HOLDER]
              
	 	 


    

     

    
      	 	 


    

     

     

     

    
      	By:
                                                                                                        
              	By:                                                                         
              
	Name:	
              Gui
                Hua Lan 

            	Name: 	 
	Title:	
              Chief
                Executive Officer

            	
              Title: 

            	 


    

     

    
      	 	 	 
	Address for Notices:	
              Address
                for Notices:

            
	 	 	 
	
              CHINA SHENGHUO PHARMACEUTICAL 

              HOLDINGS,
                INC.

            	 
	Gui Hua Lan	 
	No. 2, Jing You Road	 
	
              Kunming National Economy & Technology

              Developing
                District

            	 
	People’s Republic of
              China	 
	650217	 
	 	 


    

    


     

    SIGNATURE
      PAGE TO WARRANT

    
 

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    



    EXHIBIT
      1

     

    NOTICE
      OF EXERCISE

     

    (To
      be
      executed upon exercise of Warrant)

     

    
      	
              ___________________

            	
              WARRANT
                NO. -___

            
	 	 


    

    The
      undersigned hereby irrevocably elects to exercise the right of purchase
      represented by the within Warrant Certificate for, and to purchase thereunder,
      securities of the Company, as
      provided for therein, and (check the applicable box):

     

    
      
        	o	
                Tenders
                  herewith payment of the exercise price in full in the form of cash
                  or a
                  certified or official bank check in same-day funds in the amount
                  of
                  $____________ for _________ such
                  securities.

              


      

    

     

    
      	o	
              Tenders
                herewith payment of $____________ representing $0.001 per Warrant
                Share to
                be issued pursuant to the Election provided for in Section 2.1(c) of
                the Warrant, and accordingly requests delivery of a net of ______________
                of such securities, according to the following
                calculation:

            


    

     

    X
      =
Y
      (A-B)  (
      ) =
(____)
      [(_____) - (_____)]

    A    
      (_____)

     

    Where  X
      = The number of Warrant Shares to be issued to the Holder upon an
      Election.

    


    Y
      = The number of Warrant Shares in respect of which this Warrant is being
      exercised as adjusted to the date of the Election.

    


    A
      = The FMV of one Warrant Share on the date that the relevant Notice of Exercise
      is received by the Company.

    


    B
      = The Purchase Price (as adjusted to the date of the Election) in accordance
      with Section 4 hereof.

    


     

    Please
      issue a certificate or certificates for such securities in the name of, and
      pay
      any cash for any fractional share to (please print name, address and social
      security number):

     

     

    
      	Name: 	 	 
	 	 	 
	Address: 	 	 
	 	 	 
	Signature: 	 	 


    

     

    Note:
      The
      above signature should correspond exactly with the name on the first page of
      this Warrant Certificate or with the name of the assignee appearing in the
      assignment form below.

     

    If
      said
      number of shares shall not be all the shares purchasable under the within
      Warrant Certificate, a new Warrant Certificate is to be issued in the name
      of
      said undersigned for the balance remaining of the shares purchasable thereunder
      rounded up to the next higher whole number of shares.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    



    EXHIBIT
      2

     

    ASSIGNMENT

     

    
      	(To be executed only upon assignment
              of Warrant Certificate)	
               WARRANT
                NO.-__

            


    

     

    For
      value
      received, hereby sells, assigns and transfers unto ________________________
      the
      within Warrant Certificate, together with all right, title and interest therein,
      and does hereby irrevocably constitute and appoint
      ______________________________ attorney, to transfer said Warrant Certificate
      on
      the books of the within-named Company with respect to the number of Warrants
      set
      forth below, with full power of substitution in the premises:

     

    
      	
              Name(s)
                of Assignee(s)

            	 	
              Address

            	 	
              #
                of Warrants

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    And
      if
      said number of Warrants shall not be all the Warrants represented by the Warrant
      Certificate, a new Warrant Certificate is to be issued in the name of said
      undersigned for the balance remaining of the Warrants registered by said Warrant
      Certificate.

     

    
      	Dated:                                                                                      ,
              200_	 	 
	 	 	 
	Signature:                                                                                           
              	 	 


    

     

    Notice:
      The signature to the foregoing Assignment must correspond to the name as written
      upon the face of this security in every particular, without alteration or any
      change whatsoever; signature(s) must be guaranteed by an eligible guarantor
      institution (banks, stock brokers, savings and loan associations and credit
      unions with membership in an approved signature guarantee medallion program)
      pursuant to Securities and Exchange Commission Rule l7Ad-15.

     

    
      
        
        

      

      
        11