Unassociated Document


    
      
        
          
            
              EXHIBIT
                4.5

               

              THIS
                WARRANT AND THE SHARES OF COMMON STOCK 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
                D
                WARRANT TO PURCHASE

               

              SHARES
                OF
                COMMON STOCK

               

              OF

               

              VICTORY
                DIVIDE MINING COMPANY

               

              Expires
                October 2, 2012

              
                	 	 
	
                        No.:
                          W-D-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 Common 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.


               

              1. Term.
                The
                term of this Warrant shall commence on October 3, 2007 and shall
                expire at 6:00
                p.m., Eastern Time, on October 2, 2012 (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 fifty percent (50%) of such number of shares
                of Common
                Stock into which the Series B Convertible Preferred Stock that have
                been exercised by the Holder pursuant to the Series J Warrant issued
                by the
                Issuer to the Holder pursuant to the Purchase Agreement may
                be converted.


              
                
                   

                

                
                  1

                  
                    

                  

                

                
                   

                

              


               

              (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 therefor 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
                (i) by certified or official bank check or by wire transfer to an
                account
                designated by the Issuer, (ii) by “cashless exercise” in accordance with Section
                2(c), but only when a registration statement under the Securities
                Act providing
                for the resale of the Warrant Stock is not then in effect, or (iii)
                by a
                combination of the foregoing methods of payment selected by the Holder
                of this
                Warrant.

               

              (c) Cashless
                Exercise.
                Notwithstanding any provision herein to the contrary, and (i) the
                volume
                weighted average price of one share of Common Stock on the OTC Bulletin
                Board or
                such other securities exchange on which the Common Stock is then
                traded or
                included for quotation, for any ten (10) consecutive Trading Days
                is greater
                than the Warrant Price (at or prior to the date of calculation as
                set forth
                below) and (ii) commencing eighteen (18) months following the Original
                Issue
                Date if a registration statement under the Securities Act providing
                for the
                resale of the Warrant Stock (A) has not been declared effective by
                the
                Securities and Exchange Commission by the date such registration
                statement is
                required to be effective pursuant to the Registration Rights Agreement
                (as
                defined in Section 8), or (B) is not effective at the time of exercise
                of this
                Warrant, unless the registration statement is not effective as a
                result of the
                Issuer exercising its rights under Section 3(n) of the Registration
                Rights
                Agreement, in lieu of exercising this Warrant by payment of cash,
                the Holder may
                exercise this Warrant by a cashless exercise and shall receive the
                number of
                shares of Common Stock equal to an amount (as determined below) by
                surrender of
                this Warrant at the principal office of the Issuer together with
                the properly
                endorsed Notice of Exercise in which event the Issuer shall issue
                to the Holder
                a number of shares of Common Stock computed using the following
                formula:

              
                	 	 
	 	
                        X
                          =
                          Y - (A)(Y)

                      
	 	
                        B

                      
	 	 	 
	
                        Where
                          

                      	
                        X
                          =
                          

                      	
                        the
                          number of shares of Common Stock to be issued to the
                          Holder.

                      
	 	 	 
	 	
                        Y
                          =
                          

                      	
                        the
                          number of shares of Common Stock purchasable upon exercise
                          of all of the
                          Warrant or, if only a portion of the Warrant is being exercised,
                          the
                          portion of the Warrant being exercised.

                      
	 	 	 
	 	
                        A
                          =
                          

                      	
                        the
                          Warrant Price.

                      
	 	 	 
	 	
                        B
                          =
                          

                      	
                        the
                          Per Share Market Value of one share of Common
                          Stock.

                      


              

               

              (d) 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”)
                or, at
                the request of the Holder (provided that a registration statement
                under the
                Securities Act providing for the resale of the Warrant Stock is then
                in effect
                or that the shares of Warrant Stock are otherwise exempt from registration),
                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 Warrant Stock so purchased as of the date of such exercise.
                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 exercise is in connection with a sale or
                other exemption
                from registration by which the shares 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.


              
                
                   

                

                
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              (e) Compensation
                for Buy-In on Failure to Timely Deliver Certificates Upon
                Exercise.
                In
                addition to any other rights available to the Holder, if the Issuer
                fails to
                cause its transfer agent to transmit to the Holder a certificate
                or certificates
                representing the Warrant Stock pursuant to an exercise on 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 Warrant Stock which
                the Holder
                anticipated receiving upon such exercise (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 Warrant Stock that the Issuer
                was
                required to deliver to the Holder in connection with the exercise
                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 portion
                of the Warrant and equivalent number of shares of Warrant Stock for
                which such
                exercise was not honored or deliver to the Holder the number of shares
                of 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 exercise of shares of 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 Common
                Stock upon exercise of this Warrant as required pursuant to the terms
                hereof.

               

              (f) Transferability
                of Warrant.
                Subject
                to Section 2(h) 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.


              
                
                   

                

                
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              (g) 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.

               

              (h) Compliance
                with Securities Laws.

               

              (i) The
                Holder of this Warrant, by acceptance hereof, acknowledges that this
                Warrant and
                the shares of Warrant Stock to be issued upon exercise hereof 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 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.

               

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

               

              THIS
                WARRANT AND THE SHARES OF COMMON STOCK 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, 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(h) 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).


              
                
                   

                

                
                  4

                  
                    

                  

                

                
                   

                

              


               

              (i) 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 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 Common Stock equal to at least one hundred percent
                (100%) of
                the number of shares of Common Stock issuable upon exercise of this
                Warrant
                without regard to any limitations on exercise.


              
                
                   

                

                
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              (b) Reservation.
                If any
                shares of 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 Warrant Stock from time to time issued upon exercise of this Warrant
                or as
                otherwise provided hereunder (provided that such Warrant 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 Warrant Stock which are at any time
                issuable
                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 Holders 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 Common Stock, free and
                clear of any
                liens, claims, encumbrances and restrictions (other than as provided
                herein)
                upon the exercise of this Warrant, 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.

               

              (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.


              
                
                   

                

                
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              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 Common Stock 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.

               

              (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 the Common Stock for
                the purpose
                of entitling them to receive a dividend payable in, or other distribution
                of,
                shares of Common Stock,

               

              (ii) subdivide
                its outstanding shares of Common Stock into a larger number of shares
                of Common
                Stock, or

               

              (iii) combine
                its outstanding shares of Common Stock into a smaller number of shares
                of Common
                Stock,


              
                
                   

                

                
                  8

                  
                    

                  

                

                
                   

                

              


              
                 

                then
                  (1)
                  the number of shares of Common 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 Common Stock which a record holder of the
                  same number of
                  shares of Common 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 Common Stock for which this Warrant is exercisable
                  immediately
                  prior to the adjustment divided by (B) the number of shares of
                  Common 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 Common 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,
                Common Stock
                Equivalents or Additional Shares of Common Stock), or

               

              (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, Common Stock
                Equivalents or
                Additional Shares of Common Stock),

               

              then
                (1)
                the number of shares of Common Stock for which this Warrant is exercisable
                shall
                be adjusted to equal the product of the number of shares of Common
                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 Common Stock at the date of taking such record and
                (B) the
                denominator of which shall be such Per Share Market Value minus the
                amount
                allocable to one share of Common Stock of any such cash so distributable
                and of
                the fair value (as determined in good faith by the Board of Directors
                of the
                Issuer and supported by an opinion from an investment banking firm
                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 Common Stock for which this
                Warrant is
                exercisable immediately prior to the adjustment divided by (B) the
                number of
                shares of Common Stock for which this Warrant is exercisable immediately
                after
                such adjustment. A reclassification of the Common 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 Common Stock and shares of any other class of stock
                shall be
                deemed a distribution by the Issuer to the holders of its Common
                Stock of such
                shares of such other class of stock within the meaning of this Section
                4(c) and,
                if the outstanding shares of Common Stock shall be changed into a
                larger or
                smaller number of shares of Common 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 Common Stock within the meaning of Section
                4(b).


              
                
                   

                

                
                  9

                  
                    

                  

                

                
                   

                

              


               

              (d) Issuance
                of Additional Shares of Common Stock.
                

               

              (i) For
                the
                period commencing on the Original Issue Date and ending on the two
                (2) year
                anniversary of the Original Issue Date, in the event the Issuer shall
                issue any
                Additional Shares of Common 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 Common
                Stock.

               

              (ii) For
                the
                period commencing on the two (2) year anniversary of the Original
                Issue Date and
                ending on the Termination Date, in the event the Issuer shall issue
                any
                Additional Shares of Common 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 then in effect shall multiplied by a fraction (a) the numerator
                of which
                shall be equal to the sum of (x) the number of shares of outstanding
                Common
                Stock immediately prior to the issuance of such Additional Shares
                of Common
                Stock plus (y) the number of shares of Common Stock (rounded to the
                nearest
                whole share) which the aggregate consideration for the total number
                of such
                Additional Shares of Common Stock so issued would purchase at a price
                per share
                equal to the Warrant Price then in effect and (b) the denominator
                of which shall
                be equal to the number of shares of outstanding Common Stock immediately
                after
                the issuance of such Additional Shares of Common Stock. For purposes
                of this
                Section, all shares of Common Stock issuable upon exercise of options
                outstanding immediately prior to such issue or upon conversion of
                Convertible
                Securities (as defined below) (including Series A Convertible Preferred
                Stock of
                the Company, par value $.001 per share) outstanding immediately prior
                to such
                issue are deemed outstanding. No adjustment of the number of shares
                of Common
                Stock for which this Warrant shall be exercisable shall be made pursuant
                to this
                Section 4(d)(ii) upon the issuance of any Additional Shares of Common
                Stock
                which are issued pursuant to the exercise of any Common Stock Equivalents,
                if
                any such adjustment shall previously have been made upon the issuance
                of such
                Common Stock Equivalents (or upon the issuance of any warrant or
                other rights
                therefor) pursuant to Section 4(e).

               

              (e) Issuance
                of Common Stock Equivalents.
                In the
                event the Issuer shall take a record of the holders of its Common
                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 Common Stock Equivalents,
                whether or
                not the rights to exchange or convert thereunder are immediately
                exercisable,
                and the price per share for which Common 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
                Common Stock
                Equivalents, the price per share for which Additional Shares of Common
                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)(i) or (ii), as applicable. No further adjustments
                of the number
                of shares of Common Stock for which this Warrant is exercisable and
                the Warrant
                Price then in effect shall be made upon the actual issue of such
                Common Stock
                upon conversion or exchange of such Common Stock Equivalents.


              
                
                   

                

                
                  10

                  
                    

                  

                

                
                   

                

              


               

              (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 Common 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 Common Stock or any Common Stock
                Equivalents (or any warrants or other rights therefor) shall be issued
                for cash
                consideration, the consideration received by the Issuer therefor
                shall be the
                amount of the cash received by the Issuer therefor, or, if such Additional
                Shares of Common Stock or Common Stock Equivalents are offered by
                the Issuer for
                subscription, the subscription price, or, if such Additional Shares
                of Common
                Stock or Common 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
                Common 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 Common Stock or Common Stock Equivalents,
                as the
                case may be. The consideration for any Additional Shares of Common
                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 Common Stock issuable pursuant to the terms
                of any Common
                Stock Equivalents shall be the consideration received by the Issuer
                for issuing
                warrants or other rights to subscribe for or purchase such Common
                Stock
                Equivalents, plus the consideration paid or payable to the Issuer
                in respect of
                the subscription for or purchase of such Common Stock Equivalents,
                plus the
                additional consideration, if any, payable to the Issuer upon the
                exercise of the
                right of conversion or exchange in such Common 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 Common
                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 Common Stock 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 Common 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.


              
                
                   

                

                
                  11

                  
                    

                  

                

                
                   

                

              


               

              (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 Common 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 Common 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 Common 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 Common Stock
                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 Common 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.

               

              (g) 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.

               

              (h) 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 Common Stock, but prior
                to the
                occurrence of the event for which such record is taken, and the Holder
                exercises
                this Warrant, any shares of Common Stock issuable upon exercise by
                reason of
                such adjustment shall be deemed the last shares of Common 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.


              
                
                   

                

                
                  12

                  
                    

                  

                

                
                   

                

              


               

              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 a national or regional accounting firm reasonably
                acceptable to the Issuer and the Holder (the “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
                Common Stock to be issued pursuant to such exercise would exceed,
                when
                aggregated with all other shares of Common Stock beneficially owned
                by such
                Holder at such time, the number of shares of Common Stock which would
                result in
                such Holder beneficially owning (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 Common 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 Warrant Stock issuable upon the 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.


              
                
                   

                

                
                  13

                  
                    

                  

                

                
                   

                

              


               

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

               

              “Additional
                Shares of Common Stock”
means
                all shares of Common Stock issued by the Issuer after the Original
                Issue Date,
                and all shares of Other Common, 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
                A (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 or
                issued pursuant
                to 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), (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, (vi) Common Stock issued or the issuance or grants
                of options
                to purchase Common Stock pursuant to the Issuer’s equity incentive plans
                outstanding as they exist on the date of the Purchase Agreement,
                (vii) the
                issuance or grants of options to purchase Common Stock to employees,
                officers or
                directors of the Issuer pursuant to any equity incentive plan duly
                adopted by
                the Board or a committee thereof established for such purpose so
                long as such
                issuances in the aggregate do not exceed ten percent (10)% of the
                issued and
                outstanding shares of Common Stock as of the Original Issue Date
                and the
                specified price at which the options may be exercised is equal to
                or greater
                than the Per Share Market Value as of the date of such grant, and
                (viii) any
                warrants, shares of Common 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 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.


              
                
                   

                

                
                  14

                  
                    

                  

                

                
                   

                

              


               

              “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.

               

              “Common
                Stock”
means
                the Common Stock, $0.001 par value per share, of the Issuer and any
                other
                Capital Stock into which such stock may hereafter be changed.

               

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

               

              “Majority
                Holders”
means
                at any time the Holders of Warrants exercisable for a majority of
                the shares of
                Warrant Stock issuable under the Warrants at the time outstanding.

               

              “Original
                Issue Date”
means
                October 3, 2007.

               

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

               

              “Other
                Common”
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 Common Stock)
                and which
                shall have the right to participate in the distribution of earnings
                and assets
                of the Issuer without limitation as to amount.


              
                
                   

                

                
                  15

                  
                    

                  

                

                
                   

                

              


               

              “Outstanding
                Common Stock”
means,
                at any given time, the aggregate amount of outstanding shares of
                Common Stock,
                assuming full exercise, conversion or exchange (as applicable) of
                all options,
                warrants and other Securities which are convertible into or exercisable
                or
                exchangeable for, and any right to subscribe for, shares of Common
                Stock that
                are outstanding at such time.

               

              “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.

               

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


              
                
                   

                

                
                  16

                  
                    

                  

                

                
                   

                

              


               

              “Purchasers”
means
                the purchasers of the Series A 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.

               

              “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.

               

              “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.

               

              “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.


              
                
                   

                

                
                  17

                  
                    

                  

                

                
                   

                

              


               

              “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 $3.85, as such price may be adjusted from time to
                time as shall
                result from the adjustments specified in this Warrant, including
                Section 4
                hereto.

               

              “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
                Common 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 Common Stock;
                or

               

              (b) the
                Issuer shall authorize the granting to all holders of its Common
                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 Common 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
                Common Stock
                of record shall participate in such dividend, distribution or subscription
                rights, or shall be entitled to exchange their certificates for Common
                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 Common Stock.


              
                
                   

                

                
                  18

                  
                    

                  

                

                
                   

                

              


               

              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 Majority Holders; 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.

               

              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.


              
                
                   

                

                
                  19

                  
                    

                  

                

                
                   

                

              


               

              


              
                	
                        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 

                      
	 	 
	
                        with
                          copies (which copies

                        shall
                          not constitute notice)

                        to:

                      	
                        Guzov
                          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:

                      	
                        At
                          the address of such Holder set forth on Exhibit A to this
                          Agreement, with
                          copies to Holder’s counsel as set forth on Exhibit A or as specified in
                          writing by such Holder with copies to:

                      
	 	 
	
                        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.


              
                
                   

                

                
                  20

                  
                    

                  

                

                
                   

                

              


               

              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.

               

              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]


              
                
                   

                

                
                  21

                  
                    

                  

                

                
                   

                

              


               

              IN
                WITNESS WHEREOF, the Issuer has executed this Series D 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


              
                
                   

                

                
                  22

                  
                    

                  

                

                
                   

                

              


               

              EXERCISE
                FORM

               

              SERIES
                D
                WARRANT

               

              VICTORY
                DIVIDE MINING COMPANY

               

              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.

               

              The
                undersigned intends that payment of the Warrant Price shall be made
                as (check
                one):

               

              Cash
                Exercise_______

               

              Cashless
                Exercise_______

               

              If
                the
                Holder has elected a Cash Exercise, the Holder shall pay the sum
                of $________ by
                certified or official bank check (or via wire transfer) to the Issuer
                in
                accordance with the terms of the Warrant.

               

              If
                the
                Holder has elected a Cashless Exercise, a certificate shall be issued
                to the
                Holder for the number of shares equal to the whole number portion
                of the product
                of the calculation set forth below, which is ___________. The Company
                shall pay
                a cash adjustment in respect of the fractional portion of the product
                of the
                calculation set forth below in an amount equal to the product of
                the fractional
                portion of such product and the Per Share Market Value on the date
                of exercise,
                which product is ____________.

               

              X
                = Y -
(A)(Y)

              B

               

              Where:

               

              The
                number of shares of Common Stock to be issued to the Holder
                __________________(“X”).


              
                
                   

                

                
                  23

                  
                    

                  

                

                
                   

                

              


               

              The
                number of shares of Common Stock purchasable upon exercise of all
                of the Warrant
                or, if only a portion of the Warrant is being exercised, the portion
                of the
                Warrant being exercised ___________________________ (“Y”).

               

              The
                Warrant Price ______________ (“A”).

               

              The
                Per
                Share Market Value of one share of Common Stock _______________________
                (“B”).

               

              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

                              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


                      

                         

                    

                  

                

              

              FOR
                USE
                BY THE ISSUER ONLY:

               

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


              
                
                   

                

                
                  24