Unassociated Document


    
      
        
          EXHIBIT
            4.3

           

          THIS
            WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
            OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
            DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
            STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
            COUNSEL
            REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
            UNDER
            THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
            LAWS
            IS NOT REQUIRED.

           

          SERIES
            J
            WARRANT TO PURCHASE

           

          SHARES
            OF
            SERIES B CONVERTIBLE PREFERRED STOCK

           

          OF

           

          VICTORY
            DIVIDE MINING COMPANY

           

          Expires
            on April 2, 2009

          

            
              	
                      No.:
                        W-J-07-

                    	
                      Number
                        of Shares: Up to _________

                    
	
                      Date
                        of Issuance: October 3, 2007

                    	 


            

          

            


          FOR
            VALUE
            RECEIVED, the undersigned, Victory Divide Mining Company., a Nevada corporation
            (together with its successors and assigns, the “Issuer”),
            hereby certifies that __________
            or its
            registered assigns (the “Holder”)
            is
            entitled to subscribe for and purchase, during the Term (as hereinafter
            defined), up to ___________
            shares
            (subject to adjustment as hereinafter provided) of the duly authorized,
            validly
            issued, fully paid and non-assessable Series B Convertible Preferred
            Stock (the
“Series
            B Stock”)
            of the
            Issuer, at an exercise price per share equal to the Warrant Price then
            in
            effect, subject, however, to the provisions and upon the terms and conditions
            hereinafter set forth. Capitalized terms used in this Warrant and not
            otherwise
            defined herein shall have the respective meanings specified in Section
            9
            hereof.

           

          1. Term.
            The
            term of this Warrant shall commence on October 3, 2007 and shall expire
            at 6:00
            p.m., Eastern Time, on April 2, 2009 (such period being the “Term”
and
            such date, the “Termination
            Date”).

           

          2. Method
            of Exercise; Payment; Issuance of New Warrant; Transfer and Exchange.
            

           

          (a) Time
            of Exercise.
            The
            purchase rights represented by this Warrant may be exercised in whole
            or in part
            during the Term for such number of shares of Series B Stock set forth
            above,
            which number is equal to one hundred percent (100%) of the number of
            shares of
            Series B Stock issued by the Issuer to the Holder on the Original Issue
            Date
            pursuant to the Purchase Agreement.


          
            
              
              

            

            
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          (b) Method
            of Exercise.
            The
            Holder hereof may exercise this Warrant, in whole or in part, by the
            surrender
            of this Warrant (with the exercise form attached hereto duly executed)
            at the
            principal office of the Issuer, and by the payment to the Issuer of an
            amount of
            consideration therefore equal to the Warrant Price in effect on the date
            of such
            exercise multiplied by the number of shares of Warrant Stock with respect
            to
            which this Warrant is then being exercised, payable at such Holder’s election by
            certified or official bank check or by wire transfer to an account designated
            by
            the Issuer.

           

          (c) Issuance
            of Stock Certificates.
            In the
            event of any exercise of this Warrant in accordance with and subject
            to the
            terms and conditions hereof, certificates for the shares of Warrant Stock
            so
            purchased shall be dated the date of such exercise and delivered to the
            Holder
            hereof within a reasonable time, not exceeding three (3) Trading Days
            after such
            exercise (the “Delivery
            Date”),
            the
            Holder hereof shall be deemed for all purposes to be the holder of the
            shares
            Warrant Stock so purchased as of the date of such exercise. Upon the
            conversion
            by the Holder of the Warrant Stock into shares of Common Stock of the
            Issuer
            (the “Underlying
            Common Stock”),
            the
            Holder may request (provided that a registration statement under the
            Securities
            Act providing for the resale of the Underlying Common Stock is then in
            effect or
            that the shares of Underlying Common Stock are otherwise exempt from
            registration), that such shares be issued and delivered to the Depository
            Trust
            Company (“DTC”)
            account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
            System (“DWAC”)
            within
            a reasonable time, not exceeding three (3) Trading Days after such exercise,
            and
            the Holder hereof shall be deemed for all purposes to be the holder of
            the
            shares of Underlying Common Stock as of the date of such conversion.
            Notwithstanding the foregoing to the contrary, the Issuer or its transfer
            agent
            shall only be obligated to issue and deliver the shares to the DTC on
            a holder’s
            behalf via DWAC if such conversion is in connection with a sale or other
            exemption from registration by which the shares of Underlying Common
            Stock may
            be issued without a restrictive legend and the Issuer and its transfer
            agent are
            participating in DTC through the DWAC system. The Holder shall deliver
            this
            original Warrant, or an indemnification undertaking with respect to such
            Warrant
            in the case of its loss, theft or destruction, at such time that this
            Warrant is
            fully exercised. With respect to partial exercises of this Warrant, the
            Issuer
            shall keep written records for the Holder of the number of shares of
            Warrant
            Stock exercised as of each date of exercise.

           

          (d) Compensation
            for Buy-In on Failure to Timely Deliver Certificates Upon
            Exercise.
            In
            addition to any other rights available to the Holder, if upon conversion
            of the
            Warrant Stock, the Issuer fails to cause its transfer agent to transmit
            to the
            Holder a certificate or certificates representing the shares of Underlying
            Common Stock pursuant to such conversionon or before the Delivery Date,
            and if
            after such date the Holder is required by its broker to purchase (in
            an open
            market transaction or otherwise) shares of Common Stock to deliver in
            satisfaction of a sale by the Holder of the shares of Underlying Common
            Stock
            which the Holder anticipated receiving upon such conversion (a “Buy-In”),
            then
            the Issuer shall (1) pay in cash to the Holder the amount by which (x)
            the
            Holder’s total purchase price (including brokerage commissions, if any) for
            the
            shares of Common Stock so purchased exceeds (y) the amount obtained by
            multiplying (A) the number of shares of Underlying Common Stock that
            the Issuer
            was required to deliver to the Holder in connection with the conversion
            at
            issue, times (B) the price at which the sell order giving rise to such
            purchase
            obligation was executed, and (2) at the option of the Holder, either
            reinstate
            the Warrant and equivalent number of shares of Warrant Stock for which
            such
            conversion was not honored or deliver to the Holder the number of shares
            of
            Underlying Common Stock that would have been issued had the Issuer timely
            complied with its exercise and delivery obligations hereunder. For example,
            if
            the Holder purchases Common Stock having a total purchase price of $11,000
            to
            cover a Buy-In with respect to an attempted conversion of shares of Underlying
            Common Stock with an aggregate sale price giving rise to such purchase
            obligation of $10,000, under clause (1) of the immediately preceding
            sentence
            the Issuer shall be required to pay the Holder $1,000. The Holder shall
            provide
            the Issuer written notice indicating the amounts payable to the Holder
            in
            respect of the Buy-In, together with applicable confirmations and other
            evidence
            reasonably requested by the Issuer. Nothing herein shall limit a Holder’s right
            to pursue any other remedies available to it hereunder, at law or in
            equity
            including, without limitation, a decree of specific performance and/or
            injunctive relief with respect to the Issuer’s failure to timely deliver
            certificates representing shares of Underlying Common Stock upon conversion
            of
            the Warrant Stock exercised in this Warrant as required pursuant to the
            terms
            hereof.


          
            
              
              

            

            
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          (e) Transferability
            of Warrant.
            Subject
            to Section 2(g) hereof, this Warrant may be transferred by a Holder,
            in whole or
            in part, without the consent of the Issuer. If transferred pursuant to
            this
            paragraph, this Warrant may be transferred on the books of the Issuer
            by the
            Holder hereof in person or by duly authorized attorney, upon surrender
            of this
            Warrant at the principal office of the Issuer, properly endorsed (by
            the Holder
            executing an assignment in the form attached hereto) and upon payment
            of any
            necessary transfer tax or other governmental charge imposed upon such
            transfer.
            This Warrant is exchangeable at the principal office of the Issuer for
            Warrants
            to purchase the same aggregate number of shares of Warrant Stock, each
            new
            Warrant to represent the right to purchase such number of shares of Warrant
            Stock as the Holder hereof shall designate at the time of such exchange.
            All
            Warrants issued on transfers or exchanges shall be dated the Original
            Issue Date
            and shall be identical with this Warrant except as to the number of shares
            of
            Warrant Stock issuable pursuant thereto.

           

          (f) Continuing
            Rights of Holder.
            The
            Issuer will, at the time of or at any time after each exercise of this
            Warrant,
            upon the request of the Holder hereof, acknowledge in writing the extent,
            if
            any, of its continuing obligation to afford to such Holder all rights
            to which
            such Holder shall continue to be entitled after such exercise in accordance
            with
            the terms of this Warrant, provided that if any such Holder shall fail
            to make
            any such request, the failure shall not affect the continuing obligation
            of the
            Issuer to afford such rights to such Holder.

           

          (g) Compliance
            with Securities Laws. 

           

          (i) The
            Holder of this Warrant, by acceptance hereof, acknowledges that this
            Warrant and
            the shares of Warrant Stock and Underlying Common Stock issuable hereunder
            are
            being acquired solely for the Holder’s own account and not as a nominee for any
            other party, and for investment, and that the Holder will not offer,
            sell or
            otherwise dispose of this Warrant or any shares of Warrant Stock or Underlying
            Common Stock to be issued upon exercise hereof except pursuant to an
            effective
            registration statement, or an exemption from registration, under the
            Securities
            Act and any applicable state securities laws.


          
            
              
              

            

            
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          (ii) Except
            as
            provided in paragraph (iii) below, this Warrant and all certificates
            representing shares of Warrant Stock issued upon exercise hereof and,
            if
            appropriate, the Underlying Common Stock issued upon conversion of the
            Warrant
            Stock, shall be stamped or imprinted with a legend in substantially the
            following form:

           

          THIS
            WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
            OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
            DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
            STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
            COUNSEL
            REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
            UNDER
            THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
            LAWS
            IS NOT REQUIRED.

           

          (iii) The
            Issuer agrees to reissue this Warrant or certificates representing any
            of the
            Warrant Stock and Underlying Common Stock, without the legend set forth
            above if
            at such time, prior to making any transfer of any such securities, the
            Holder
            shall give written notice to the Issuer describing the manner and terms
            of such
            transfer. Such proposed transfer will not be effected until: (a) either
            (i) the
            Issuer has received an opinion of counsel reasonably satisfactory to
            the Issuer,
            to the effect that the registration of such securities under the Securities
            Act
            is not required in connection with such proposed transfer, (ii) a registration
            statement under the Securities Act covering such proposed disposition
            has been
            filed by the Issuer with the Securities and Exchange Commission and has
            become
            effective under the Securities Act, (iii) the Issuer has received other
            evidence
            reasonably satisfactory to the Issuer that such registration and qualification
            under the Securities Act and state securities laws are not required,
            or (iv) the
            Holder provides the Issuer with reasonable assurances that such security
            can be
            sold pursuant to Rule 144 under the Securities Act; and (b) either (i)
            the
            Issuer has received an opinion of counsel reasonably satisfactory to
            the Issuer,
            to the effect that registration or qualification under the securities
            or “blue
            sky” laws of any state is not required in connection with such proposed
            disposition, or (ii) compliance with applicable state securities or “blue sky”
laws has been effected or a valid exemption exists with respect thereto.
            The
            Issuer will respond to any such notice from a holder within three (3)
            Trading
            Days. In the case of any proposed transfer under this Section 2(h), the
            Issuer
            will use reasonable efforts to comply with any such applicable state
            securities
            or “blue sky” laws, but shall in no event be required, (x) to qualify to do
            business in any state where it is not then qualified, (y) to take any
            action
            that would subject it to tax or to the general service of process in
            any state
            where it is not then subject, or (z) to comply with state securities
            or “blue
            sky” laws of any state for which registration by coordination is unavailable
            to
            the Issuer. The restrictions on transfer contained in this Section 2(g)
            shall be
            in addition to, and not by way of limitation of, any other restrictions
            on
            transfer contained in any other section of this Warrant. Whenever a certificate
            representing the Warrant Stock is required to be issued to the Holder
            without a
            legend, in lieu of delivering physical certificates representing the
            Warrant
            Stock, the Issuer shall cause its transfer agent to electronically transmit
            the
            Warrant Stock to the Holder by crediting the account of the Holder or
            Holder’s
            Prime Broker with DTC through its DWAC system (to the extent not inconsistent
            with any provisions of this Warrant or the Purchase Agreement).


          
            
              
              

            

            
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          (h) Accredited
            Investor Status.
            In no
            event may the Holder exercise this Warrant in whole or in part unless the Holder
            is an “accredited investor” as defined in Regulation D under the Securities
            Act.

           

          3. Stock
            Fully Paid; Reservation and Listing of Shares; Covenants. 

           

          (a) Stock
            Fully Paid.
            The
            Issuer represents, warrants, covenants and agrees that all shares of
            Warrant
            Stock which may be issued upon the exercise of this Warrant or otherwise
            hereunder, and all shares of Underlying Common Stock which may be issued
            upon
            the conversion of the Warrant Stock or otherwise hereunder will, when
            issued in
            accordance with the terms of this Warrant, be duly authorized, validly
            issued,
            fully paid and non-assessable and free from all taxes, liens and charges
            created
            by or through the Issuer. The Issuer further covenants and agrees that
            during
            the period within which this Warrant may be exercised, the Issuer will
            at all
            times have authorized and reserved for the purpose of the issuance upon
            exercise
            of this Warrant a number of authorized but unissued shares of Preferred
            Stock
            equal to at least one hundred percent (100%) of the number of shares
            of Series B
            Stock issuable upon exercise of this Warrant without regard to any limitations
            on exercise, and a number of authorized but unissued shares of Common
            Stock
            equal to at least one hundred percent (100%) of the number of shares
            of
            Underlying Common stock issuable upon conversion of the Warrant
            Stock.

           

          (b) Reservation.
            If any
            shares of Series B Stock or Common Stock required to be reserved for
            issuance
            upon exercise of this Warrant or as otherwise provided hereunder require
            registration or qualification with any Governmental Authority under any
            federal
            or state law before such shares may be so issued, the Issuer will in
            good faith
            use its best efforts as expeditiously as possible at its expense to cause
            such
            shares to be duly registered or qualified. If the Issuer shall list any
            shares
            of Common Stock on any securities exchange or market it will, at its
            expense,
            list thereon, and maintain and increase when necessary such listing,
            of, all
            shares of Underlying Common Stock from time to time issued upon conversion
            of
            the Warrant Stock or as otherwise provided hereunder (provided that such
            Underlying Common Stock has been registered pursuant to a registration
            statement
            under the Securities Act then in effect), and, to the extent permissible
            under
            the applicable securities exchange rules, all unissued shares of Underlying
            Common Stock which are at any time issuable upon conversion of the Warrant
            Stock
            hereunder, so long as any shares of Common Stock shall be so listed.
            The Issuer
            will also so list on each securities exchange or market, and will maintain
            such
            listing of, any other securities which the Holder of this Warrant shall
            be
            entitled to receive upon the exercise of this Warrant if at the time
            any
            securities of the same class shall be listed on such securities exchange
            or
            market by the Issuer.

           

          (c) Covenants.
            The
            Issuer shall not by any action including, without limitation, amending
            the
            Articles of Incorporation or the by-laws of the Issuer, or through any
            reorganization, transfer of assets, consolidation, merger, dissolution,
            issue or
            sale of securities or any other 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
            actions as may be necessary or appropriate to protect the rights of the
            Holder
            hereof against dilution (to the extent specifically provided herein)
            or
            impairment. Without limiting the generality of the foregoing, the Issuer
            will
            (i) not permit the par value, if any, of its Common Stock to exceed the
            then
            effective Warrant Price, (ii) not amend or modify any provision of the
            Articles
            of Incorporation or by-laws of the Issuer in any manner that would adversely
            affect the rights of the Holder of the Warrants, (iii) take all such
            action as
            may be reasonably necessary in order that the Issuer may validly and
            legally
            issue fully paid and nonassessable shares of Preferred Stock, upon exercise
            of
            this Warrant and Common Stock upon conversion of the Warrant Stock, free
            and
            clear of any liens, claims, encumbrances and restrictions (other than
            as
            provided herein), and (iv) use its best efforts to obtain all such
            authorizations, exemptions or consents from any public regulatory body
            having
            jurisdiction thereof as may be reasonably necessary to enable the Issuer
            to
            perform its obligations under this Warrant.


          
            
              
              

            

            
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          (d) Loss,
            Theft, Destruction of Warrants.
            Upon
            receipt of evidence satisfactory to the Issuer of the ownership of and
            the loss,
            theft, destruction or mutilation of any Warrant and, in the case of any
            such
            loss, theft or destruction, upon receipt of indemnity or security satisfactory
            to the Issuer or, in the case of any such mutilation, upon surrender
            and
            cancellation of such Warrant, the Issuer will make and deliver, in lieu
            of such
            lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor
            and
            representing the right to purchase the same number of shares of Common
            Stock.

           

          (e) Payment
            of Taxes.
            The
            Issuer will pay any documentary stamp taxes attributable to the initial
            issuance
            of the Warrant Stock issuable upon exercise of this Warrant; provided,
            however,
            that
            the Issuer shall not be required to pay any tax or taxes which may be
            payable in
            respect of any transfer involved in the issuance or delivery of any certificates
            representing Warrant Stock in a name other than that of the Holder in
            respect to
            which such shares are issued.

           

          4. Adjustment
            of Warrant Price.
            The
            price at which such shares of Warrant Stock may be purchased upon exercise
            of
            this Warrant shall be subject to adjustment from time to time as set
            forth in
            this Section 4. The Issuer shall give the Holder notice of any event
            described
            below which requires an adjustment pursuant to this Section 4 in accordance
            with
            the notice provisions set forth in Section 5.

           

          (a) Recapitalization,
            Reorganization, Reclassification, Consolidation, Merger or Sale.


           

          (i) In
            case
            the Issuer after the Original Issue Date shall do any of the following
            (each, a
“Triggering
            Event”):
            (a)
            consolidate or merge with or into any other Person and the Issuer shall
            not be
            the continuing or surviving corporation of such consolidation or merger,
            or (b)
            permit any other Person to consolidate with or merge into the Issuer
            and the
            Issuer shall be the continuing or surviving Person but, in connection
            with such
            consolidation or merger, any Capital Stock of the Issuer shall be changed
            into
            or exchanged for Securities of any other Person or cash or any other
            property,
            or (c) transfer all or substantially all of its properties or assets
            to any
            other Person, or (d) effect a capital reorganization or reclassification
            of its
            Capital Stock, then, and in the case of each such Triggering Event, proper
            provision shall be made to the Warrant Price and the number of shares
            of Warrant
            Stock that may be purchased upon exercise of this Warrant so that, upon
            the
            basis and the terms and in the manner provided in this Warrant, the Holder
            of
            this Warrant shall be entitled upon the exercise hereof at any time after
            the
            consummation of such Triggering Event, to the extent this Warrant is
            not
            exercised prior to such Triggering Event, to receive at the Warrant Price
            in
            effect at the time immediately prior to the consummation of such Triggering
            Event, in lieu of the Series B issuable upon such exercise of this Warrant
            prior
            to such Triggering Event, the Securities, cash and property to which
            such Holder
            would have been entitled upon the consummation of such Triggering Event
            if such
            Holder had exercised the rights represented by this Warrant immediately
            prior
            thereto (including the right of a shareholder to elect the type of consideration
            it will receive upon a Triggering Event), subject to adjustments (subsequent
            to
            such corporate action) as nearly equivalent as possible to the adjustments
            provided for elsewhere in this Section 4; provided,
            however,
            the
            Holder at its option may elect to receive an amount in unregistered shares
            of
            the common stock of the surviving entity equal to the value of this Warrant
            calculated in accordance with the Black-Scholes formula; provided,
            further,
            such
            shares of Common Stock shall be valued at a twenty percent (20%) discount
            to the
            VWAP of the Common Stock for the twenty (20) Trading Days immediately
            prior to
            the Triggering Event. Immediately upon the occurrence of a Triggering
            Event, the
            Issuer shall notify the Holder in writing of such Triggering Event and
            provide
            the calculations in determining the number of shares of Warrant Stock
            issuable
            upon exercise of the new warrant and the adjusted Warrant Price. Upon
            the
            Holder’s request, the continuing or surviving corporation as a result of such
            Triggering Event shall issue to the Holder a new warrant of like tenor
            evidencing the right to purchase the adjusted number of shares of Warrant
            Stock
            and the adjusted Warrant Price pursuant to the terms and provisions of
            this
            Section 4(a)(i). Notwithstanding the foregoing to the contrary, this
            Section
            4(a)(i) shall only apply if the surviving entity pursuant to any such
            Triggering
            Event is a company that has a class of equity securities registered pursuant
            to
            the Securities Exchange Act of 1934, as amended (the “Exchange
            Act”),
            and
            its common stock is listed or quoted on a national securities exchange,
            national
            automated quotation system or the OTC Bulletin Board. In the event that
            the
            surviving entity pursuant to any such Triggering Event is not a public
            company
            that is registered pursuant to the Exchange Act or its common stock is
            not
            listed or quoted on a national securities exchange, national automated
            quotation
            system or the OTC Bulletin Board, then the Holder shall have the right
            to demand
            that the Issuer pay to the Holder an amount in cash equal to the value
            of this
            Warrant calculated in accordance with the Black-Scholes
            formula.


          
            
              
              

            

            
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          (ii) In
            the
            event that the Holder has elected not to exercise this Warrant prior
            to the
            consummation of a Triggering Event and has also elected not to receive
            an amount
            in cash equal to the value of this Warrant calculated in accordance with
            the
            Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above,
            so
            long as the surviving entity pursuant to any Triggering Event is a company
            that
            has a class of equity securities registered pursuant to the Exchange
            Act and its
            common stock is listed or quoted on a national securities exchange, national
            automated quotation system or the OTC Bulletin Board, the surviving entity
            and/or each Person (other than the Issuer) which may be required to deliver
            any
            Securities, cash or property upon the exercise of this Warrant as provided
            herein shall assume, by written instrument delivered to, and reasonably
            satisfactory to, the Holder of this Warrant, (A) the obligations of the
            Issuer
            under this Warrant (and if the Issuer shall survive the consummation
            of such
            Triggering Event, such assumption shall be in addition to, and shall
            not release
            the Issuer from, any continuing obligations of the Issuer under this
            Warrant)
            and (B) the obligation to deliver to such Holder such Securities, cash
            or
            property as, in accordance with the foregoing provisions of this subsection
            (a),
            such Holder shall be entitled to receive, and the surviving entity and/or
            each
            such Person shall have similarly delivered to such Holder an opinion
            of counsel
            for the surviving entity and/or each such Person, which counsel shall
            be
            reasonably satisfactory to such Holder, or in the alternative, a written
            acknowledgement executed by the President or Chief Financial Officer
            of the
            Issuer, stating that this Warrant shall thereafter continue in full force
            and
            effect and the terms hereof (including, without limitation, all of the
            provisions of this subsection (a)) shall be applicable to the Securities,
            cash
            or property which the surviving entity and/or each such Person may be
            required
            to deliver upon any exercise of this Warrant or the exercise of any rights
            pursuant hereto.


          
            
              
              

            

            
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          (b) Stock
            Dividends, Subdivisions and Combinations.
            If at
            any time the Issuer shall:

           

          (i) make
            or
            issue or set a record date for the holders of any Preferred Stock for
            the
            purpose of entitling them to receive a dividend payable in, or other
            distribution of, shares of Preferred Stock ,

           

          (ii) subdivide
            its outstanding shares of Series B Stock into a larger number of shares
            of
            Preferred Stock , or

           

          (iii) combine
            its outstanding shares of Series B Stock into a smaller number of shares
            of
            Series B Stock

           

          then
            (1)
            the number of shares of Series B Stock for which this Warrant is exercisable
            immediately after the occurrence of any such event shall be adjusted
            to equal
            the number of shares of Series B Stock which a record holder of the same
            number
            of shares of Preferred Stock for which this Warrant is exercisable immediately
            prior to the occurrence of such event would own or be entitled to receive
            after
            the happening of such event, and (2) the Warrant Price then in effect
            shall be
            adjusted to equal (A) the Warrant Price then in effect multiplied by
            the number
            of shares of Series B Stock for which this Warrant is exercisable immediately
            prior to the adjustment divided by (B) the number of shares of Series
            B Stock
            for which this Warrant is exercisable immediately after such
            adjustment.

           

          (c) Certain
            Other Distributions.
            If at
            any time the Issuer shall make or issue or set a record date for the
            holders of
            the Preferred Stock for the purpose of entitling them to receive any
            dividend or
            other distribution of:

           

          (i) cash,

           

          (ii) any
            evidences of its indebtedness, any shares of stock of any class or any
            other
            securities or property of any nature whatsoever (other than cash, Preferred
            Stock Equivalents or Additional Shares of Preferred Stock), or


          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          


           

          (iii) any
            warrants or other rights to subscribe for or purchase any evidences of
            its
            indebtedness, any shares of stock of any class or any other securities
            or
            property of any nature whatsoever (other than cash, Preferred Stock Equivalents
            or Additional Shares of Preferred Stock),

           

          then
            (1)
            the number of shares of Series B Stock for which this Warrant is exercisable
            shall be adjusted to equal the product of the number of shares of Series
            B Stock
            for which this Warrant is exercisable immediately prior to such adjustment
            multiplied by a fraction (A) the numerator of which shall be the Per
            Share
            Market Value of the Underlying Common Stock at the date of taking such
            record
            and (B) the denominator of which shall be such Per Share Market Value
            of the
            Underlying Common Stock minus the amount allocable to one share of Underlying
            Common Stock of any such cash so distributable and of the fair value
            (as
            determined by an Independent Appraiser mutually agreed upon by the Issuer
            and
            the Holder) of any and all such evidences of indebtedness, shares of
            stock,
            other securities or property or warrants or other subscription or purchase
            rights so distributable , and (2) the Warrant Price then in effect shall
            be
            adjusted to equal (A) the Warrant Price then in effect multiplied by
            the number
            of shares of Preferred Stock for which this Warrant is exercisable immediately
            prior to the adjustment divided by (B) the number of shares of Series
            B Stock
            for which this Warrant is exercisable immediately after such adjustment.
            A
            reclassification of the Preferred Stock (other than a change in par value,
            or
            from par value to no par value or from no par value to par value) into
            shares of
            Preferred Stock and shares of any other class of stock shall be deemed
            a
            distribution by the Issuer to the holders of its Preferred Stock of such
            shares
            of such other class of stock within the meaning of this Section 4(c)
            and, if the
            outstanding shares of Preferred Stock shall be changed into a larger
            or smaller
            number of shares of Preferred Stock as a part of such reclassification,
            such
            change shall be deemed a subdivision or combination, as the case may
            be, of the
            outstanding shares of Preferred Stock within the meaning of Section
            4(b).

           

          (d) Issuance
            of Additional Shares of Preferred Stock.
            In the
            event the Issuer shall issue any Additional Shares of Preferred Stock
            (otherwise
            than as provided in the foregoing subsections (a) through (c) of this
            Section
            4), at a price per share less than the Warrant Price then in effect or
            without
            consideration, then the Warrant Price upon each such issuance shall be
            adjusted
            to the price equal to the consideration per share paid for such Additional
            Shares of Preferred Stock.

           

          (e) Issuance
            of Preferred Stock Equivalents.
            In the
            event the Issuer shall take a record of the holders of its Preferred
            Stock for
            the purpose of entitling them to receive a distribution of, or shall
            in any
            manner (whether directly or by assumption in a merger in which the Issuer
            is the
            surviving corporation) issue or sell, any Preferred Stock Equivalents,
            whether
            or not the rights to exchange or convert thereunder are immediately exercisable,
            and the price per share for which Preferred Stock is issuable upon such
            conversion or exchange shall be less than the Warrant Price in effect
            immediately prior to the time of such issue or sale, or if, after any
            such
            issuance of Preferred Stock Equivalents, the price per share for which
            Additional Shares of Preferred Stock may be issuable thereafter is amended
            or
            adjusted, and such price as so amended shall be less than the Warrant
            Price in
            effect at the time of such amendment or adjustment, then the Warrant
            Price then
            in effect shall be adjusted as provided in Section 4(d). No further adjustments
            of the number of shares of Preferred Stock for which this Warrant is
            exercisable
            and the Warrant Price then in effect shall be made upon the actual issue
            of such
            Preferred Stock upon conversion or exchange of such Preferred Stock
            Equivalents.


          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          


           

          (f) Other
            Provisions Applicable to Adjustments under this Section.
            The
            following provisions shall be applicable to the making of adjustments
            of the
            number of shares of Series B Stock for which this Warrant is exercisable
            and the
            Warrant Price then in effect provided for in this Section 4:

           

          (i) Computation
            of Consideration.
            To the
            extent that any Additional Shares of Preferred Stock or any Preferred
            Stock
            Equivalents (or any warrants or other rights therefore) shall be issued
            for cash
            consideration, the consideration received by the Issuer therefore shall
            be the
            amount of the cash received by the Issuer therefore, or, if such Additional
            Shares of Preferred Stock or Preferred Stock Equivalents are offered
            by the
            Issuer for subscription, the subscription price, or, if such Additional
            Shares
            of Preferred Stock or Preferred Stock Equivalents are sold to underwriters
            or
            dealers for public offering without a subscription offering, the initial
            public
            offering price (in any such case subtracting any amounts paid or receivable
            for
            accrued interest or accrued dividends and without taking into account
            any
            compensation, discounts or expenses paid or incurred by the Issuer for
            and in
            the underwriting of, or otherwise in connection with, the issuance thereof).
            In
            connection with any merger or consolidation in which the Issuer is the
            surviving
            corporation (other than any consolidation or merger in which the previously
            outstanding shares of Preferred Stock of the Issuer shall be changed
            to or
            exchanged for the stock or other securities of another corporation),
            the amount
            of consideration therefore shall be, deemed to be the fair value, as
            determined
            reasonably and in good faith by the Board, and acceptable to the Holder,
            of such
            portion of the assets and business of the nonsurviving corporation as
            the Board
            may determine to be attributable to such shares of Preferred Stock or
            Preferred
            Stock Equivalents, as the case may be. The consideration for any Additional
            Shares of Preferred Stock issuable pursuant to any warrants or other
            rights to
            subscribe for or purchase the same shall be the consideration received
            by the
            Issuer for issuing such warrants or other rights plus the additional
            consideration payable to the Issuer upon exercise of such warrants or
            other
            rights. The consideration for any Additional Shares of Preferred Stock
            issuable
            pursuant to the terms of any Preferred Stock Equivalents shall be the
            consideration received by the Issuer for issuing warrants or other rights
            to
            subscribe for or purchase such Preferred Stock Equivalents, plus the
            consideration paid or payable to the Issuer in respect of the subscription
            for
            or purchase of such Preferred Stock Equivalents, plus the additional
            consideration, if any, payable to the Issuer upon the exercise of the
            right of
            conversion or exchange in such Preferred Stock Equivalents. In the event
            of any
            consolidation or merger of the Issuer in which the Issuer is not the
            surviving
            corporation or in which the previously outstanding shares of Preferred
            Stock of
            the Issuer shall be changed into or exchanged for the stock or other
            securities
            of another corporation, or in the event of any sale of all or substantially
            all
            of the assets of the Issuer for stock or other securities of any corporation,
            the Issuer shall be deemed to have issued a number of shares of its
            PreferredStock for stock or securities or other property of the other
            corporation computed on the basis of the actual exchange ratio on which
            the
            transaction was predicated, and for a consideration equal to the fair
            market
            value on the date of such transaction of all such stock or securities
            or other
            property of the other corporation. In the event any consideration received
            by
            the Issuer for any securities consists of property other than cash, the
            fair
            market value thereof at the time of issuance or as otherwise applicable
            shall be
            as determined in good faith by the Board. In the event Preferred Stock
            is issued
            with other shares or securities or other assets of the Issuer for consideration
            which covers both, the consideration computed as provided in this Section
            4(g)(i) shall be allocated among such securities and assets as determined
            in
            good faith by the Board.


          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          


           

          (ii) When
            Adjustments to Be Made.
            The
            adjustments required by this Section 4 shall be made whenever and as
            often as
            any specified event requiring an adjustment shall occur, except that
            any
            adjustment of the number of shares of Series B Stock for which this Warrant
            is
            exercisable that would otherwise be required may be postponed (except
            in the
            case of a subdivision or combination of shares of the Preferred Stock,
            as
            provided for in Section 4(b)) up to, but not beyond the date of exercise
            if such
            adjustment either by itself or with other adjustments not previously
            made adds
            or subtracts less than one percent (1%) of the shares of Series B Stock
            for
            which this Warrant is exercisable immediately prior to the making of
            such
            adjustment. Any adjustment representing a change of less than such minimum
            amount (except as aforesaid) which is postponed shall be carried forward
            and
            made as soon as such adjustment, together with other adjustments required
            by
            this Section 4 and not previously made, would result in a minimum adjustment
            or
            on the date of exercise. For the purpose of any adjustment, any specified
            event
            shall be deemed to have occurred at the close of business on the date
            of its
            occurrence.

           

          (iii) Fractional
            Interests.
            In
            computing adjustments under this Section 4, fractional interests in Series
            BStock shall be taken into account to the nearest one one-hundredth (1/100th)
            of
            a share.

           

          (iv) When
            Adjustment Not Required.
            If the
            Issuer shall take a record of the holders of its Preferred Stock for
            the purpose
            of entitling them to receive a dividend or distribution or subscription
            or
            purchase rights and shall, thereafter and before the distribution to
            stockholders thereof, legally abandon its plan to pay or deliver such
            dividend,
            distribution, subscription or purchase rights, then thereafter no adjustment
            shall be required by reason of the taking of such record and any such
            adjustment
            previously made in respect thereof shall be rescinded and annulled.

           

          (v) Form
            of Warrant after Adjustments.
            The
            form of this Warrant need not be changed because of any adjustments in
            the
            Warrant Price or the number and kind of Securities purchasable upon the
            exercise
            of this Warrant.

           

          (vi) Escrow
            of Warrant Stock.
            If
            after any property becomes distributable pursuant to this Section 4 by
            reason of
            the taking of any record of the holders of Preferred Stock, but prior
            to the
            occurrence of the event for which such record is taken, and the Holder
            exercises
            this Warrant, any shares of Series B Stock issuable upon exercise by
            reason of
            such adjustment shall be deemed the last shares of Preferred Stock for
            which
            this Warrant is exercised (notwithstanding any other provision to the
            contrary
            herein) and such shares or other property shall be held in escrow for
            the Holder
            by the Issuer to be issued to the Holder upon and to the extent that
            the event
            actually takes place, upon payment of the current Warrant Price. Notwithstanding
            any other provision to the contrary herein, if the event for which such
            record
            was taken fails to occur or is rescinded, then such escrowed shares shall
            be
            cancelled by the Issuer and escrowed property returned.


          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          


           

          5. Notice
            of Adjustments.
            Whenever the Warrant Price or Warrant Share Number shall be adjusted
            pursuant to
            Section 4 hereof (for purposes of this Section 5, each an “adjustment”),
            the
            Issuer shall cause its Chief Financial Officer to prepare and execute
            a
            certificate setting forth, in reasonable detail, the event requiring
            the
            adjustment, the amount of the adjustment, the method by which such adjustment
            was calculated (including a description of the basis on which the Board
            made any
            determination hereunder), and the Warrant Price and Warrant Share Number
            after
            giving effect to such adjustment, and shall cause copies of such certificate
            to
            be delivered to the Holder of this Warrant promptly after each adjustment.
            Any
            dispute between the Issuer and the Holder of this Warrant with respect
            to the
            matters set forth in such certificate may at the option of the Holder
            of this
            Warrant be submitted to an Independent Appraiser, provided that the Issuer
            shall
            have ten (10) days after receipt of notice from such Holder of its selection
            of
            such firm to object thereto, in which case such Holder shall select another
            such
            firm and the Issuer shall have no such right of objection. The Independent
            Appraiser selected by the Holder of this Warrant as provided in the preceding
            sentence shall be instructed to deliver a written opinion as to such
            matters to
            the Issuer and such Holder within thirty (30) days after submission to
            it of
            such dispute. Such opinion shall be final and binding on the parties
            hereto. The
            reasonable expenses of the Independent Appraiser in making such determination
            shall be paid by the Issuer, in the event the Holder's calculation was
            correct,
            or by the Holder, in the event the Issuer’s calculation was correct, or equally
            by the Issuer and the Holder in the event that neither the Issuer's or
            the
            Holder's calculation was correct.

           

          6. Fractional
            Shares.
            No
            fractional shares of Warrant Stock will be issued in connection with
            any
            exercise hereof, but in lieu of such fractional shares, the Issuer shall
            round
            the number of shares to be issued upon exercise up to the nearest whole
            number
            of shares.

           

          7. Ownership
            Cap and Exercise Restriction.
            Notwithstanding anything to the contrary set forth in this Warrant, at
            no time
            may a Holder of this Warrant exercise this Warrant if the number of shares
            of
            Series B Stock to be issued pursuant to such exercise would exceed, when
            aggregated with all other shares of Series B Stock owned by such Holder
            at such
            time, the number of shares of Series B Stock which would result in such
            Holder
            beneficially owning, upon conversion of the Series B Stock (as determined
            in
            accordance with Section 13(d) of the Exchange Act and the rules thereunder)
            in
            excess of 4.99% of the then issued and outstanding shares of Common Stock;
            provided,
            however,
            that
            upon a holder of this Warrant providing the Issuer with sixty-one (61)
            days
            notice (pursuant to Section 13 hereof) (the “Waiver
            Notice”)
            that
            such Holder would like to waive this Section 7 with regard to any or
            all shares
            of Series B Stock issuable upon exercise of this Warrant, this Section
            7 will be
            of no force or effect with regard to all or a portion of the Warrant
            referenced
            in the Waiver Notice; provided,
            further,
            that
            this provision shall be of no further force or effect during the sixty-one
            (61)
            days immediately preceding the expiration of the term of this
            Warrant.

           

          8. Registration
            Rights.
            The
            Holder of this Warrant is entitled to the benefit of certain registration
            rights
            with respect to the shares of Underlying Common Stock issuable upon the
            conversion of the Warrant Stock issuable upon exercise of this Warrant
            pursuant
            to that certain Registration Rights Agreement, of even date herewith,
            by and
            among the Company and Persons listed on Schedule I thereto (the “Registration
            Rights Agreement”)
            and
            the registration rights with respect to the shares of Warrant Stock issuable
            upon the exercise of this Warrant by any subsequent Holder may only be
            assigned
            in accordance with the terms and provisions of the Registrations Rights
            Agreement.


          
            
              
              

            

            
              12

              
                

              

            

            
              
              

            

          


           

          9. Definitions.
            For the
            purposes of this Warrant, the following terms have the following
            meanings:

           

          “Additional
            Shares of Preferred Stock”
means
            all shares of Preferred Stock issued by the Issuer after the Original
            Issue
            Date, and all shares of Other Preferred, if any, issued by the Issuer
            after the
            Original Issue Date, except: (i) securities issued pursuant to a bona
            fide firm
            underwritten public offering of the Company’s securities, provided such
            underwritten public offering has been approved in advance by the holders
            of more
            than fifty percent (50%) of the then outstanding shares of Series B issued
            pursuant to the Purchase Agreement (the “Majority
            Holders”),
            (ii)
            securities issued (other than for cash) in connection with a strategic
            merger,
            acquisition, or consolidation, provided that the issuance of such securities
            in
            connection with such strategic merger, acquisition, or consolidation
            has been
            approved in advance by the Majority Holders, (iii) securities issued
            pursuant to
            the conversion or exercise of convertible or exercisable securities issued
            or
            outstanding on or prior to the date of the Purchase Agreement (so long
            as the
            conversion or exercise price in such securities are not amended to lower
            such
            price and/or adversely affect the Holders) or issued pursuant to the
            Purchase
            Agreement, (iv) the Warrant Stock, (v) securities issued in connection
            with bona
            fide strategic license agreements or other partnering arrangements so
            long as
            such issuances are not for the purpose of raising capital and provided
            that the
            issuance of such securities in connection with such bona fide strategic
            license
            agreements or other partnering arrangements has been approved in advance
            by the
            Majority Holders, and (vi) any warrants, shares of Preferred Stock or
            other
            securities issued to a placement agent and its designees for the transactions
            contemplated by the Purchase Agreement or in any other sales of the Issuer’s
            securities and any securities issued in connection with any financial
            advisory
            agreements of the Issuer and the shares of Preferred Stock or Common
            Stock
            issued upon exercise of any such warrants or conversions of any such
            other
            securities.

           

          “Articles
            of Incorporation”
means
            the Articles of Incorporation of the Issuer as in effect on the Original
            Issue
            Date, and as hereafter from time to time amended, modified, supplemented
            or
            restated in accordance with the terms hereof and thereof and pursuant
            to
            applicable law.

           

          “Board”
shall
            mean the Board of Directors of the Issuer.

           

          “Capital
            Stock”
means
            and includes (i) any and all shares, interests, participations or other
            equivalents of or interests in (however designated) corporate stock,
            including,
            without limitation, shares of preferred or preference stock, (ii) all
            partnership interests (whether general or limited) in any Person which
            is a
            partnership, (iii) all membership interests or limited liability company
            interests in any limited liability company, and (iv) all equity or ownership
            interests in any Person of any other type.


          
            
              
              

            

            
              13

              
                

              

            

            
              
              

            

          


           

          “Preferred
            Stock”
means
            any class or series of Preferred Stock, $0.001 par value per share, of
            the
            Issuer as designated by the Board, and any other Capital Stock into which
            such
            stock may hereafter be changed.

           

          “Preferred
            Stock Equivalent”
means
            any Convertible Security or warrant, option or other right to subscribe
            for or
            purchase any Additional Shares of Preferred Stock or any Convertible
            Security.

           

          “Convertible
            Securities”
means
            evidences of Indebtedness, shares of Capital Stock or other Securities
            which are
            or may be at any time convertible into or exchangeable for Additional
            Shares of
            Preferred Stock. The term “Convertible Security” means one of the Convertible
            Securities.

           

          “Governmental
            Authority”
means
            any governmental, regulatory or self-regulatory entity, department, body,
            official, authority, commission, board, agency or instrumentality, whether
            federal, state or local, and whether domestic or foreign.

           

          “Holders”
mean
            the Persons who shall from time to time own any Warrant. The term “Holder” means
            one of the Holders.

           

          “Independent
            Appraiser”
means
            a
            nationally recognized or major regional investment banking firm or firm
            of
            independent certified public accountants of recognized standing (which
            may be
            the firm that regularly examines the financial statements of the Issuer)
            that is
            regularly engaged in the business of appraising the Capital Stock or
            assets of
            corporations or other entities as going concerns, and which is not affiliated
            with either the Issuer or the Holder of any Warrant.

           

          “Issuer”
means
            Victory Divide Mining Company, a Nevada corporation, and its
            successors.

           

          “Original
            Issue Date”
means
            October 3, 2007.

           

          “OTC
            Bulletin Board”
means
            the over-the-counter electronic bulletin board.

           

          “Other
            Preferred”
means
            any other Capital Stock of the Issuer of any class which shall be authorized
            at
            any time after the date of this Warrant (other than Preferred Stock)
            and which
            shall have the right to participate in the distribution of earnings and
            assets
            of the Issuer without limitation as to amount.

           

          “Person”
means
            an individual, corporation, limited liability company, partnership, joint
            stock
            company, trust, unincorporated organization, joint venture, Governmental
            Authority or other entity of whatever nature.

           

          “Per
            Share Market Value”
means
            on any particular date (a) the last closing price per share of the Common
            Stock
            on such date on the OTC Bulletin Board or another registered national
            stock
            exchange on which the Common Stock is then listed, or if there is no
            closing
            price on such date, then the closing bid price on such date, or if there
            is no
            closing bid price on such date, then the closing price on such exchange
            or
            quotation system on the date nearest preceding such date, or (b) if the
            Common
            Stock is not listed then on the OTC Bulletin Board or any registered
            national
            stock exchange, the last closing price for a share of Common Stock in
            the
            over-the-counter market, as reported by the OTC Bulletin Board or in
            the
            National Quotation Bureau Incorporated or similar organization or agency
            succeeding to its functions of reporting prices) at the close of business
            on
            such date, or if there is no closing price on such date, then the closing
            bid
            price on such date, or (c) if the Common Stock is not then reported by
            the OTC
            Bulletin Board or the National Quotation Bureau Incorporated (or similar
            organization or agency succeeding to its functions of reporting prices),
            then
            the average of the “Pink Sheet” quotes for the five (5) Trading Days preceding
            such date of determination, or (d) if the Common Stock is not then publicly
            traded the fair market value of a share of Common Stock as determined
            by an
            Independent Appraiser selected in good faith by the Majority Holders;
            provided,
            however,
            that
            the Issuer, after receipt of the determination by such Independent Appraiser,
            shall have the right to select an additional Independent Appraiser, in
            which
            case, the fair market value shall be equal to the average of the determinations
            by each such Independent Appraiser; and provided,
            further,
            that
            all determinations of the Per Share Market Value shall be appropriately
            adjusted
            for any stock dividends, stock splits or other similar transactions during
            such
            period. The determination of fair market value by an Independent Appraiser
            shall
            be based upon the fair market value of the Issuer determined on a going
            concern
            basis as between a willing buyer and a willing seller and taking into
            account
            all relevant factors determinative of value, and shall be final and binding
            on
            all parties. In determining the fair market value of any shares of Common
            Stock,
            no consideration shall be given to any restrictions on transfer of the
            Common
            Stock imposed by agreement or by federal or state securities laws, or
            to the
            existence or absence of, or any limitations on, voting rights.


          
            
              
              

            

            
              14

              
                

              

            

            
              
              

            

          


           

          “Purchase
            Agreement”
means
            the Series B Convertible Preferred Stock Purchase Agreement dated as
            of October
            3, 2007, among the Issuer and the Purchasers.

           

          “Purchasers”
means
            the purchasers of the Series B Convertible Preferred Stock and the Warrants
            issued by the Issuer pursuant to the Purchase Agreement.

           

          “Securities”
means
            any debt or equity securities of the Issuer, whether now or hereafter
            authorized, any instrument convertible into or exchangeable for Securities
            or a
            Security, and any option, warrant or other right to purchase or acquire
            any
            Security. “Security” means one of the Securities.

           

          “Securities
            Act”
means
            the Securities Act of 1933, as amended, or any similar federal statute
            then in
            effect.

           

          “Series
            B Stock”
means
            the Series B convertible preferred stock, par value $0.001 per share
            of the
            Issuer.

           

          “Subsidiary”
means
            any corporation at least 50% of whose outstanding Voting Stock shall
            at the time
            be owned directly or indirectly by the Issuer or by one or more of its
            Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

           

          “Term”
has
            the
            meaning specified in Section 1 hereof.


          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

          


           

          “Trading
            Day”
means
            (a) a day on which the Common Stock is traded on the OTC Bulletin Board,
            or (b)
            if the Common Stock is not traded on the OTC Bulletin Board, a day on
            which the
            Common Stock is quoted in the over-the-counter market as reported by
            the
            National Quotation Bureau Incorporated (or any similar organization or
            agency
            succeeding its functions of reporting prices); provided,
            however,
            that in
            the event that the Common Stock is not listed or quoted as set forth
            in (a) or
            (b) hereof, then Trading Day shall mean any day except Saturday, Sunday
            and any
            day which shall be a legal holiday or a day on which banking institutions
            in the
            State of New York are authorized or required by law or other government
            action
            to close.

           

          “Trading
            Market”
means
            the following markets or exchanges on which the Common Stock is listed
            or quoted
            for trading on the date in question: the Nasdaq Capital Market, the Nasdaq
            Global Market, the Nasdaq Global Select Market, the New York Stock Exchange
            or
            the OTC Bulletin Board.

           

          “Underlying
            Common Stock”,
            means
            shares of Common Stock issuable upon conversion of the Series B Stock
            issuable
            upon exercise of this Warrant.

           

          “Voting
            Stock”
means,
            as applied to the Capital Stock of any corporation, Capital Stock of
            any class
            or classes (however designated) having ordinary voting power for the
            election of
            a majority of the members of the Board of Directors (or other governing
            body) of
            such corporation, other than Capital Stock having such power only by
            reason of
            the happening of a contingency.

           

          “VWAP”
means,
            for any date, the price determined by the first of the following clauses
            that
            applies: (a) if the Common Stock is then listed or quoted on a Trading
            Market,
            the daily volume weighted average price of the Common Stock for such
            date (or
            the nearest preceding date) on the Trading Market on which the Common
            Stock is
            then listed or quoted as reported by Bloomberg L.P. (based on a Trading
            Day from
            9:30 a.m. New York City time to 4:02 p.m. New York City time); (b) if
            the OTC
            Bulletin Board is not a Trading Market, the volume weighted average price
            of the
            Common Stock for such date (or the nearest preceding date) on the OTC
            Bulletin
            Board; (c) if the Common Stock is not then listed or quoted on the OTC
            Bulletin
            Board and if prices for the Common Stock are then reported in the "Pink
            Sheets"
            published by Pink Sheets, LLC (or a similar organization or agency succeeding
            to
            its functions of reporting prices), the most recent bid price per share
            of the
            Common Stock so reported; or (d) in all other cases, the fair market
            value of a
            share of Common Stock as determined by an independent appraiser selected
            in good
            faith by the Holders of a majority in interest of the Warrants then outstanding
            and reasonably acceptable to the Company, the fees and expenses of which
            shall
            be paid by the Company.

           

          “Warrants”
means
            the Warrants issued and sold pursuant to the Purchase Agreement, including,
            without limitation, this Warrant, and any other warrants of like tenor
            issued in
            substitution or exchange for any thereof pursuant to the provisions of
            Section
            2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

           

          “Warrant
            Price”
            initially means $ 2.37, as such price may be adjusted from time to time
            as shall
            result from the adjustments specified in this Warrant, including Section
            4
            hereto.


          
            
              
              

            

            
              16

              
                

              

            

            
              
              

            

          


           

          “Warrant
            Share Number”
means
            at any time the aggregate number of shares of Warrant Stock which may
            at such
            time be purchased upon exercise of this Warrant, after giving effect
            to all
            prior adjustments and increases to such number made or required to be
            made under
            the terms hereof.

           

          “Warrant
            Stock”
means
            Series B Stock issuable upon exercise of any Warrant or Warrants or otherwise
            issuable pursuant to any Warrant or Warrants.

           

          10. Other
            Notices.
            In case
            at any time:

           

          (a) the
            Issuer shall make any distributions to the holders of Preferred Stock;
            or

           

          (b) the
            Issuer shall authorize the granting to all holders of its Preferred Stock
            of
            rights to subscribe for or purchase any shares of Capital Stock of any
            class or
            other rights; or

           

          (c) there
            shall be any reclassification of the Capital Stock of the Issuer;
            or

           

          (d) there
            shall be any capital reorganization by the Issuer; or

           

          (e) there
            shall be any (i) consolidation or merger involving the Issuer or (ii)
            sale,
            transfer or other disposition of all or substantially all of the Issuer’s
            property, assets or business (except a merger or other reorganization
            in which
            the Issuer shall be the surviving corporation and its shares of Capital
            Stock
            shall continue to be outstanding and unchanged and except a consolidation,
            merger, sale, transfer or other disposition involving a wholly-owned
            Subsidiary); or

           

          (f) there
            shall be a voluntary or involuntary dissolution, liquidation or winding-up
            of
            the Issuer or any partial liquidation of the Issuer or distribution to
            holders
            of Preferred Stock Stock;

           

          then,
            in
            each of such cases, the Issuer shall give written notice to the Holder
            of the
            date on which (i) the books of the Issuer shall close or a record shall
            be taken
            for such dividend, distribution or subscription rights or (ii) such
            reorganization, reclassification, consolidation, merger, disposition,
            dissolution, liquidation or winding-up, as the case may be, shall take
            place.
            Such notice also shall specify the date as of which the holders of Preferred
            Stock of record shall participate in such dividend, distribution or subscription
            rights, or shall be entitled to exchange their certificates for Preferred
            Stock
            for securities or other property deliverable upon such reorganization,
            reclassification, consolidation, merger, disposition, dissolution, liquidation
            or winding-up, as the case may be. Such notice shall be given at least
            twenty
            (20) days prior to the action in question and not less than ten (10)
            days prior
            to the record date or the date on which the Issuer’s transfer books are closed
            in respect thereto. This Warrant entitles the Holder to receive copies
            of all
            financial and other information distributed or required to be distributed
            to the
            holders of the Preferred Stock.

           

          11. Amendment
            and Waiver.
            Any
            term, covenant, agreement or condition in this Warrant may be amended,
            or
            compliance therewith may be waived (either generally or in a particular
            instance
            and either retroactively or prospectively), by a written instrument or
            written
            instruments executed by the Issuer and the Holder; provided,
            however,
            that no
            such amendment or waiver shall reduce the Warrant Share Number, increase
            the
            Warrant Price, shorten the period during which this Warrant may be exercised
            or
            modify any provision of this Section 11 without the consent of the Holder
            of
            this Warrant. No consideration shall be offered or paid to any person
            to amend
            or consent to a waiver or modification of any provision of this Warrant
            unless
            the same consideration is also offered to all holders of the
            Warrants.


          
            
              
              

            

            
              17

              
                

              

            

            
              
              

            

          


           

          12. Governing
            Law; Jurisdiction.
            This
            Warrant shall be governed by and construed in accordance with the internal
            laws
            of the State of New York, without giving effect to any of the conflicts
            of law
            principles which would result in the application of the substantive law
            of
            another jurisdiction. This Warrant shall not be interpreted or construed
            with
            any presumption against the party causing this Warrant to be drafted.
            The Issuer
            and the Holder agree that venue for any dispute arising under this Warrant
            will
            lie exclusively in the state or federal courts located in New York County,
            New
            York, and the parties irrevocably waive any right to raise forum non
            conveniens
            or any other argument that New York is not the proper venue. The Issuer
            and the
            Holder irrevocably consent to personal jurisdiction in the state and
            federal
            courts of the state of New York. The Issuer and the Holder consent to
            process
            being served in any such suit, action or proceeding by mailing a copy
            thereof to
            such party at the address in effect for notices to it under this Warrant
            and
            agree that such service shall constitute good and sufficient service
            of process
            and notice thereof. Nothing in this Section 12 shall affect or limit
            any right
            to serve process in any other manner permitted by law. The Issuer and
            the Holder
            hereby agree that the prevailing party in any suit, action or proceeding
            arising
            out of or relating to this Warrant or the Purchase Agreement, shall be
            entitled
            to reimbursement for reasonable legal fees from the non-prevailing party.
            The
            parties hereby waive all rights to a trial by jury.

           

          13. Notices.
            All
            notices, demands, consents, requests, instructions and other communications
            to
            be given or delivered or permitted under or by reason of the provisions
            of this
            Agreement or in connection with the transactions contemplated hereby
            shall be in
            writing and shall be deemed to be delivered and received by the intended
            recipient as follows: (i) if personally delivered, on the business day
            of such
            delivery (as evidenced by the receipt of the personal delivery service),
            (ii) if
            mailed certified or registered mail return receipt requested, two (2)
            business
            days after being mailed, (iii) if delivered by overnight courier (with
            all
            charges having been prepaid), on the business day of such delivery (as
            evidenced
            by the receipt of the overnight courier service of recognized standing),
            or (iv)
            if delivered by facsimile transmission, on the business day of such delivery
            if
            sent by 6:00 p.m. in the time zone of the recipient, or if sent after
            that time,
            on the next succeeding business day (as evidenced by the printed confirmation
            of
            delivery generated by the sending party’s telecopier machine). If any notice,
            demand, consent, request, instruction or other communication cannot be
            delivered
            because of a changed address of which no notice was given (in accordance
            with
            this Section 13), or the refusal to accept same, the notice, demand,
            consent,
            request, instruction or other communication shall be deemed received
            on the
            second business day the notice is sent (as evidenced by a sworn affidavit
            of the
            sender). All such notices, demands, consents, requests, instructions
            and other
            communications will be sent to the following addresses or facsimile numbers
            as
            applicable.

           

          


          
            	
                    If
                      to the Issuer: 

                  	
                    Victory
                      Divide Mining Company

                    c/o
                      Heilongjiang Yanglin Soybean Group

                    No.
                      99 Fanrong Street 

                    Jixian
                      Town Heilongjiang 

                    People’s
                      Republic of China 155900  

                    Tel:
                      86-469-467-8077

                    Fax:
                      86-469-469-3000

                  


          


          
            
              
              

            

            
              18

              
                

              

            

            
              
              

            

          


          


          
            	 	 
	
                    with
                      copies (which copies

                    shall
                      not constitute notice)

                    to:

                  	
                    Gusov
                      Ofsink, LLC

                    600
                      Madison Avenue, 14th Floor

                    New
                      York, New York 10022

                    Attention:
                      Darren Ofsink

                    Tel.
                      No.: (212) 371-8008, ext. 127

                    Fax
                      No.: (212) 688-7273

                  
	 	 
	
                    If
                      to any Holder:

                  	
                    To
                      the address set forth in Schedule I

                  
	 	 
	
                    with
                      copies (which copies

                    shall
                      not constitute notice)

                    to:

                  	
                    Loeb
                      & Loeb LLP

                    345
                      Park Avenue

                    New
                      York, NY 10154

                    Attn:
                      Mitchell Nussbaum

                    Facsimile:
                      212-407-4000 

                  


          

           

          Any
            party
            hereto may from time to time change its address for notices by giving
            at least
            ten (10) days written notice of such changed address to the other party
            hereto.

           

          14. Warrant
            Agent.
            The
            Issuer may, by written notice to the Holder of this Warrant, appoint
            an agent
            having an office in New York, New York for the purpose of issuing shares
            of
            Warrant Stock on the exercise of this Warrant pursuant to subsection
            (b) of
            Section 2 hereof, exchanging this Warrant pursuant to subsection (d)
            of Section
            2 hereof or replacing this Warrant pursuant to subsection (d) of Section
            3
            hereof, or any of the foregoing, and thereafter any such issuance, exchange
            or
            replacement, as the case may be, shall be made at such office by such
            agent.

           

          15. Remedies.
            The
            Issuer stipulates that the remedies at law of the Holder of this Warrant
            in the
            event of any default or threatened default by the Issuer in the performance
            of
            or compliance with any of the terms of this Warrant are not and will
            not be
            adequate and that, to the fullest extent permitted by law, such terms
            may be
            specifically enforced by a decree for the specific performance of any
            agreement
            contained herein or by an injunction against a violation of any of the
            terms
            hereof or otherwise.

           

          16. Successors
            and Assigns.
            This
            Warrant and the rights evidenced hereby shall inure to the benefit of
            and be
            binding upon the successors and assigns of the Issuer, the Holder hereof
            and (to
            the extent provided herein) the Holders of Warrant Stock issued pursuant
            hereto,
            and shall be enforceable by any such Holder or Holder of Warrant
            Stock.

           

          17. Modification
            and Severability.
            If, in
            any action before any court or agency legally empowered to enforce any
            provision
            contained herein, any provision hereof is found to be unenforceable,
            then such
            provision shall be deemed modified to the extent necessary to make it
            enforceable by such court or agency. If any such provision is not enforceable
            as
            set forth in the preceding sentence, the unenforceability of such provision
            shall not affect the other provisions of this Warrant, but this Warrant
            shall be
            construed as if such unenforceable provision had never been contained
            herein.


          
            
              
              

            

            
              19

              
                

              

            

            
              
              

            

          


           

          18. Headings.
            The
            headings of the Sections of this Warrant are for convenience of reference
            only
            and shall not, for any purpose, be deemed a part of this Warrant.

           

          [REMAINDER
            OF PAGE INTENTIONALLY LEFT BLANK]

           


          
            
              
              

            

            
              20

              
                

              

            

            
              
              

            

          


           

          IN
            WITNESS WHEREOF, the Issuer has executed this Series J Warrant as of
            the day and
            year first above written.

           

          VICTORY
            DIVIDE MINING COMPANY

           

          By:
            __/s/
            Shulin Liu___

           

          Name:
            Shulin Liu

          
          

          Title:
            Chief Executive Officer


          
            
              
              

            

            
              21

              
                

              

            

            
              
              

            

          


           

          Schedule
            I

           

          Purchasers

          


          
            	
                    Investor

                  	 	
                    Investment

                  	 	
                     

                     

                     

                     

                     

                    Common
                      Stock

                  	 	
                    Series
                      A Shares Purchased

                  	 	
                    Series
                      A Warrants

                  	 	
                    Series
                      B Warrants

                  	 	
                    Series
                      J Warrants

                  	 	
                     

                     

                     

                     

                     

                    Series
                      C 

                    Warrants

                  	 	
                     

                     

                     

                     

                     

                    Series
                      D

                    Warrants

                  	 
	
                    Vision
                      Opportunity Master Fund Ltd.

                  	 	
                    $

                  	
                    8,000,000

                  	 	 	
                    525,000

                  	 	 	
                    3,720,930

                  	 	 	
                    3,720,930

                  	 	 	
                    1,860,465

                  	 	 	
                    3,382,664

                  	 	 	
                    3,382,664

                  	 	 	
                    1,691,332

                  	 
	
                    Sansar
                      Capital Special Opportunity Master Fund, LP (Cayman
                      Master)

                  	 	
                    $

                  	
                    5,950,000

                  	 	 	
                    
                    

                    
                    

                    --

                  	 	 	
                    
                    

                    
                    

                    2,767,442

                  	 	 	
                    
                    

                    
                    

                    2,767,442

                  	 	 	
                    
                    

                    
                    

                    1,383,721

                  	 	 	
                    
                    

                    
                    

                    2,515,856

                  	 	 	
                    
                    

                    
                    

                    2,515,856

                  	 	 	
                    
                    

                    
                    

                    1,257,928

                  	 
	
                    Vicis
                      Capital Master Fund

                  	 	
                    $

                  	
                    4,500,000

                  	 	 	
                    --

                  	 	 	
                    2,093,023

                  	 	 	
                    2,093,023

                  	 	 	
                    1,046,512

                  	 	 	
                    1,902,748

                  	 	 	
                    1,902,748

                  	 	 	
                    951,374

                  	 
	
                    Precept
                      Capital Master Fund, GP

                  	 	
                    $

                  	
                    500,000

                  	 	 	
                    
                    

                    --

                  	 	 	
                    
                    

                    232,558

                  	 	 	
                    
                    

                    232,558

                  	 	 	
                    
                    

                    116,279

                  	 	 	
                    
                    

                    --

                  	 	 	
                    
                    

                    --

                  	 	 	
                    
                    

                    --

                  	 
	
                    Penn
                      Footwear

                  	 	
                    $

                  	
                    250,000

                  	 	 	
                    --

                  	 	 	
                    116,279

                  	 	 	
                    116,279

                  	 	 	
                    58,140

                  	 	 	
                    --

                  	 	 	
                    --

                  	 	 	
                    --

                  	 
	
                    Crescent
                      International Limited

                  	 	
                    $

                  	
                    300,000

                  	 	 	
                    
                    

                    --

                  	 	 	
                    
                    

                    139,353

                  	 	 	
                    
                    

                    139,353

                  	 	 	
                    
                    

                    69,767

                  	 	 	
                    
                    

                    --

                  	 	 	
                    
                    

                    --

                  	 	 	
                    
                    

                    --

                  	 
	
                    Benefit
                      Grand Investments

                  	 	
                    $

                  	
                    500,000

                  	 	 	
                    --

                  	 	 	
                    232,558

                  	 	 	
                    232,558

                  	 	 	
                    116,279

                  	 	 	
                    --

                  	 	 	
                    --

                  	 	 	
                    --

                  	 
	
                    Golden
                      Bridge Asset Management

                  	 	
                    $

                  	
                    1,000,000

                  	 	 	
                    --

                  	 	 	
                    465,116

                  	 	 	
                    465,116

                  	 	 	
                    232,558

                  	 	 	
                    --

                  	 	 	
                    --

                  	 	 	
                    --

                  	 
	
                    Leland
                      C Ackerley

                  	 	
                    $

                  	
                    250,000

                  	 	 	
                    --

                  	 	 	
                    116,279

                  	 	 	
                    116,279

                  	 	 	
                    58,140

                  	 	 	
                    --

                  	 	 	
                    --

                  	 	 	
                    --

                  	 
	
                    Newberg
                      Road Partners, LP

                  	 	
                    $

                  	
                    250,000

                  	 	 	
                    --

                  	 	 	
                    116,279

                  	 	 	
                    116,279

                  	 	 	
                    58,140

                  	 	 	
                    --

                  	 	 	
                    --

                  	 	 	
                    --

                  	 


          


          
            
              
              

            

            
              22

              
                

              

            

            
              
              

            

          


           

          EXERCISE
            FORM

           

          SERIES
            J
            WARRANT

           

          [_________________________________________]

           

          The
            undersigned _______________, pursuant to the provisions of the within
            Warrant,
            hereby elects to purchase _____ shares of Common Stock of
            ________________________________ covered by the within Warrant.

          
            
                


              
                
                  
                    	
                            Dated:
                              

                          	 	 	Signature	 
	 	 	 	 	 
	 	 	 	
                            Address

                          	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


                  

                

              

            

          

          Number
            of
            shares of Common Stock beneficially owned or deemed beneficially owned
            by the
            Holder on the date of Exercise: _________________________

           

          The
            undersigned is an “accredited investor” as defined in Regulation D under the
            Securities Act of 1933, as amended.

           

          ASSIGNMENT

           

          FOR
            VALUE
            RECEIVED, _________________ hereby sells, assigns and transfers unto
            __________________ the within Warrant and all rights evidenced thereby
            and does
            irrevocably constitute and appoint _____________, attorney, to transfer
            the said
            Warrant on the books of the within named corporation.

          
               


            
              
                
                  	
                          Dated:
                            

                        	 	 	Signature	 
	 	 	 	 	 
	 	 	 	
                          Address

                        	 
	 	 	 	 	 
	 	 	 	 	 

    


              

            

          

          PARTIAL
            ASSIGNMENT

           

          FOR
            VALUE
            RECEIVED, _________________ hereby sells, assigns and transfers unto
            __________________ the right to purchase _________ shares of Warrant
            Stock
            evidenced by the within Warrant together with all rights therein, and
            does
            irrevocably constitute and appoint ___________________, attorney, to
            transfer
            that part of the said Warrant on the books of the within named
            corporation.

            


          
            
              
                	
                        Dated:
                          

                      	 	 	Signature	 
	 	 	 	 	 
	 	 	 	
                        Address

                      	 
	 	 	 	 	 
	 	 	 	 	 


              

            

          


          
            
              
              

            

            
              23

              
                

              

            

            
              
              

            

          


           

          FOR
            USE
            BY THE ISSUER ONLY:

           

          This
            Warrant No. W-___ canceled (or transferred or exchanged) this _____ day
            of
            ___________, _____, shares of Common Stock issued therefore in the name
            of
            _______________, Warrant No. W-_____ issued for ____ shares of Common
            Stock in
            the name of _______________.


          
            
              
              

            

            
              24