Exhibit  10.16 





NEITHER THIS SECURITY NOR THE
SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS
AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE
OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. 



COMMON STOCK PURCHASE
WARRANT 



To Purchase 300,000
Shares of Common Stock 



of 



Amish Naturals, Inc. 



        THIS
COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, Wharton Capital
Partners, Ltd. (the “Holder”), is entitled, upon the terms and subject to
the limitations on exercise and the conditions hereinafter set forth, at any time on or
after September 20, 2007 (the “Initial Exercise Date”), and on or prior
to the close of business on September 20, 2012 (the “Termination Date”),
but not thereafter, to subscribe for and purchase from Amish Naturals, Inc., a corporation
incorporated in the State of Nevada (the “Company”), up to 300,000 shares
(the “Warrant Shares”) of Common Stock of the Company (the
“Common Stock”). The initial purchase price of one share of Common Stock
under this Warrant shall be $2.47 (the “Initial Exercise Price”),
subject to adjustment herein. The Initial Exercise Price and the number of Warrant Shares
for which the Warrant is exercisable shall be subject to adjustment as provided herein. 



        1.    Title
to Warrant. Prior to the Termination Date and subject to compliance           with
applicable laws and Section 7 of this Warrant, this Warrant and all rights
          hereunder are transferable, in whole or in part, at the office or agency of the
          Company by the Holder in person or by duly authorized attorney, upon surrender
          of this Warrant together with the Assignment Form annexed hereto properly
          endorsed. The transferee shall sign an investment letter in form and substance
          reasonably satisfactory to the Company.  




        2.
     
Authorization of Shares. The Company covenants that all Warrant Shares
          which may be issued upon the exercise of the purchase rights represented by
this           Warrant will, upon exercise of the purchase rights represented by this
Warrant,           be duly authorized, validly issued, fully paid and nonassessable and
free from           all taxes, liens and charges in respect of the issue thereof (other
than taxes           in respect of any transfer occurring contemporaneously with such
issue).  




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        3.
     
Exercise of Warrant.  




	 	        (a)                      Except
as provided in Section 4 of this Warrant, exercise of the purchase rights
               represented by this Warrant, in whole or in part, may be made at any time
or                times on or after the Initial Exercise Date and on or before the
Termination                Date by the surrender of this Warrant and the Notice of
Exercise Form annexed                hereto duly executed, at the office of the Company
(or such other office or                agency of the Company as it may designate by
notice in writing to the registered                Holder at the address of such Holder
appearing on the books of the Company) and                upon payment of the Exercise
Price (as defined below) for the number of Warrant                Shares with respect to
which this Warrant is then being exercised, payable by                certified or
official bank check or by wire transfer to an account designated by                the
Company.  







	 	        
(b)               Upon
payment of the Exercise Price pursuant to Section 3(a) of this Warrant, the
          Holder shall be entitled to receive a certificate for the number of Warrant
          Shares so purchased. Certificates for shares purchased hereunder shall be
          delivered to the Holder within five (5) Trading Days after the date on which
          this Warrant shall have been exercised as aforesaid. This Warrant shall be
          deemed to have been exercised and such certificate or certificates shall be
          deemed to have been issued, and the Holder or any other person so designated to
          be named therein shall be deemed to have become a holder of record of such
          shares for all purposes, as of the date the Warrant has been exercised, by
          payment to the Company of the Exercise Price and all taxes required to be paid
          by the Holder, if any, pursuant to Section 5 of this Warrant, prior to the
          issuance of such shares. “Trading Day” means (i) a day on
which           the Common Stock is traded on the OTC Bulletin Board, or (ii) if the
Common           Stock is not listed on the OTC Bulletin Board, a day on which the Common
Stock           is traded on any other registered national stock exchange, or (iii) if
the           Common Stock is not traded on the OTC Bulletin Board or any other
registered           national stock exchange, a day on which the Common Stock is quoted
in the           over-the-counter market as reported by the Pink Sheets LLC (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 (i), (ii) and (ii) of this Section 3(b), 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.  







	 	        
(c)               If
the Company fails to deliver to the Holder a certificate or certificates
          representing the Warrant Shares pursuant to Section 3(b) of this Warrant by the
          close of business on the fifth Trading Day after the date of exercise, then the
          Holder will have the right to rescind such exercise. In addition, if the
Company           fails to deliver to the Holder a certificate or certificates
representing the           Warrant Shares pursuant to an exercise by the close of
business on the fifth           Trading Day after the date of exercise, and if after such
fifth Trading Day 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 Shares which the Holder
anticipated receiving upon such           exercise (a “Buy-In”), then
the Company shall (i) 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           Warrant Shares that the Company 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 (ii) at the           option of the Holder, either reinstate the portion of
the Warrant and equivalent           number of Warrant Shares 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 Company 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 Warrant Shares with an aggregate sale price giving
rise to such           purchase obligation of $10,000, under clause (i) of the
immediately preceding           sentence the Company shall be required to pay the Holder
$1,000. The Holder           shall provide the Company 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
Company. 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 Company’s failure to timely           deliver certificates
representing Warrant Shares upon exercise of this Warrant           as required pursuant
to the terms hereof.  







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(d)               If
this Warrant shall have been exercised in part, the Company shall, at the           time
of delivery of the certificate or certificates representing Warrant Shares,
          deliver to the Holder a new Warrant evidencing the rights of the Holder to
          purchase the unpurchased Warrant Shares called for by this Warrant, which new
          Warrant shall in all other respects be identical with this Warrant.  







        4.
     No
Fractional Shares or Scrip. No fractional shares or scrip representing
          fractional shares shall be issued upon the exercise of this Warrant. As to any
          fraction of a share which the Holder would otherwise be entitled to purchase
          upon such exercise, the Company shall pay a cash adjustment in respect of such
          final fraction in an amount equal to such fraction multiplied by the Exercise
          Price.  




        5.
     Charges,
Taxes and Expenses. Issuance of certificates for Warrant Shares           shall be
made without charge to the Holder for any issue or transfer tax or           other
incidental expense in respect of the issuance of such certificate, all of           which
taxes and expenses shall be paid by the Company, and such certificates           shall be
issued in the name of the Holder or in such name or names as may be           directed by
the Holder; provided, however, that in the event certificates for           Warrant
Shares are to be issued in a name other than the name of the Holder,           this
Warrant when surrendered for exercise shall be accompanied by the           Assignment
Form attached hereto duly executed by the Holder; and the Company may           require,
as a condition thereto, the payment of a sum sufficient to reimburse it           for any
transfer tax incidental thereto.  




        6.
     Closing
of Books. The Company will not close its stockholder books or           records in
any manner which prevents the timely exercise of this Warrant,           pursuant to the
terms hereof.  




        7.
     Transfer,
Division and Combination. 




	 	        
(a)               Subject
to compliance with any applicable securities laws and the conditions set           forth
in Section 7(e) of this Warrant, this Warrant and all rights hereunder are
          transferable, in whole or in part, upon surrender of this Warrant at the
          principal office of the Company, together with a written assignment of this
          Warrant substantially in the form attached hereto duly executed by the Holder
or           its agent or attorney and funds sufficient to pay any transfer taxes payable
          upon the making of such transfer. Upon such surrender and, if required, such
          payment, the Company shall execute and deliver a new Warrant or Warrants in the
          name of the assignee or assignees and in the denomination or denominations
          specified in such instrument of assignment, and shall issue to the assignor a
          new Warrant evidencing the portion of this Warrant not so assigned, and this
          Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be
          exercised by a new holder for the purchase of Warrant Shares without having a
          new Warrant issued.  







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(b)               This
Warrant may be divided or combined with other Warrants upon presentation           hereof
at the aforesaid office of the Company, together with a written notice
          specifying the names and denominations in which new Warrants are to be issued,
          signed by the Holder or its agent or attorney. Subject to compliance with
          Section 7(a) of this Warrant, as to any transfer which may be involved in such
          division or combination, the Company shall execute and deliver a new Warrant or
          Warrants in exchange for the Warrant or Warrants to be divided or combined in
          accordance with such notice.  







	 	        
(c)               The
Company shall prepare, issue and deliver at its own expense (other than
          transfer taxes) the new Warrant or Warrants under this Section 7.  







	 	        
(d)               The
Company agrees to maintain, at its aforesaid office, books for the           registration
and the registration of transfer of the Warrants.  







	 	        
(e)               If,
at the time of the surrender of this Warrant in connection with any transfer           of
this Warrant, the transfer of this Warrant shall not be registered pursuant           to
an effective registration statement under the Securities Act and under
          applicable state securities or blue sky laws, the Company may require, as a
          condition of allowing such transfer (i) that the Holder or transferee of this
          Warrant, as the case may be, furnish to the Company a written opinion of
counsel           (which opinion shall be in form, substance and scope customary for
opinions of           counsel in comparable transactions) to the effect that such
transfer may be made           without registration under the Securities Act and under
applicable state           securities or blue sky laws, (ii) that the Holder or
transferee execute and           deliver to the Company an investment letter in form and
substance acceptable to           the Company and (iii) that the transferee be an “accredited
investor”          as defined in Rule 501(a) promulgated under the Securities Act.  







        8.
     No
Rights as Shareholder until Exercise. This Warrant does not entitle           the
Holder to any voting rights or other rights as a shareholder of the Company
          prior to the exercise hereof. Upon the surrender of this Warrant and the
payment           of the aggregate Exercise Price (or by means of a cashless exercise),
the           Warrant Shares so purchased shall be and be deemed to be issued to such
Holder           as the record owner of such shares as of the close of business on the
later of           the date of such surrender or payment. Notwithstanding the foregoing,
in the           event the Company grants rights to all shareholders to purchase Common
Stock,           the Holder shall have the same rights as if this Warrant had been
exercised           immediately prior to such grant.  




        9.
     Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants           that
upon receipt by the Company of evidence reasonably satisfactory to it of           the
loss, theft, destruction or mutilation of this Warrant or any stock           certificate
relating to the Warrant Shares, and in case of loss, theft or           destruction, of
indemnity or security reasonably satisfactory to it (which, in           the case of the
Warrant, shall not include the posting of any bond), and upon           surrender and
cancellation of such Warrant or stock certificate, if mutilated,           the Company
will make and deliver a new Warrant or stock certificate of like           tenor and
dated as of such cancellation, in lieu of such Warrant or stock           certificate.  




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        10.
     Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the           taking of any
action or the expiration of any right required or granted herein           shall be a
Saturday, Sunday or a legal holiday, then such action may be taken or           such
right may be exercised on the next succeeding day not a Saturday, Sunday or
          legal holiday.  




        11.
     Adjustments
of Exercise Price and Number of Warrant Shares. The initial           purchase price
of one share of Common Stock under this Warrant shall be $2.47(the “Initial
Exercise Price”). The number and kind of           securities purchasable upon
the exercise of this Warrant and the Initial           Exercise Price shall be adjusted
as provided for in this Section 11 (the Initial           Exercise Price, and the Initial
Exercise Price as thereafter then adjusted,           shall be referred to herein as the
“Exercise Price”) and the           Exercise Price from time to time
shall be further adjusted as provided for in           this Section 11. Upon each such
adjustment of the kind and number of Warrant           Shares or other securities of the
Company which are purchasable hereunder, the           Holder shall thereafter be
entitled to purchase the number of Warrant Shares or           other securities resulting
from such adjustment at an Exercise Price per Warrant           Share or other security
obtained by multiplying the Exercise Price in effect           immediately prior to such
adjustment by the number of Warrant Shares purchasable           pursuant hereto
immediately prior to such adjustment and dividing by the number           of Warrant
Shares or other securities of the Company that are purchasable           pursuant hereto
immediately after such adjustment. Upon each adjustment of the           Exercise Price,
the Holder shall thereafter be entitled to receive upon exercise           of this
Warrant, at the Exercise Price resulting from such adjustment, the           number of
Warrant Shares obtained by (i) multiplying the Exercise Price effect
          immediately prior to such adjustment by the number of Warrant Shares
purchasable           hereunder immediately prior to such adjustment, and (ii) dividing
the product           thereof by the Exercise Price resulting from such adjustment. An
adjustment made           pursuant to this Section 11 shall become effective immediately
after the           effective date of such event retroactive to the record date, if any,
for such           event. This Warrant need not be changed because of any adjustment made
pursuant           to this Section 11. The Exercise Price shall be adjusted as follows:  




	 	        
(a)               In
the case of any amendment to the Articles of Incorporation of the Company to
          change the rights, privileges, restrictions or conditions in respect to the
          Common Stock or division of the Common Stock, this Warrant shall be adjusted so
          as to provide that upon exercise thereof, the Holder shall receive, in lieu of
          each Common Stock theretofore issuable upon such exercise, the kind and amount
          of shares, other securities, money and property receivable upon such change or
          division by the Holder issuable upon such exercise had the exercise occurred
          immediately prior to such designation, change or division. This Warrant shall
be           deemed thereafter to provide for adjustments which shall be as nearly
equivalent           as may be practicable to the adjustments provided for in this
Section 11. The           provisions of this Section 11(a) shall apply in the same manner
to successive           reclassifications, changes, consolidations and mergers.  







	 	        
(b)               If
the Company shall at any time subdivide its outstanding shares of Common           Stock
into a greater number of shares of Common Stock, or declare a dividend or           make
any other distribution upon the Common Stock payable in shares of Common           Stock,
the Exercise Price in effect immediately prior to such subdivision or           dividend
or other distribution shall be proportionately reduced, and conversely,           in case
the outstanding shares of Common Stock shall be combined into a smaller           number
of shares of Common Stock, the Exercise Price in effect immediately prior           to
such combination shall be proportionately increased.  







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(c)               If
the Company shall (i) pay a dividend in shares of Common Stock or make a
          distribution in shares of Common Stock to holders of its outstanding Common
          Stock, (ii) subdivide its outstanding shares of Common Stock into a greater
          number of shares, (iii) combine its outstanding shares of Common Stock into a
          smaller number of shares of Common Stock, or (iv) issue any shares of its
          capital stock in a reclassification of the Common Stock, then the number of
          Warrant Shares purchasable upon exercise of this Warrant immediately prior
          thereto shall be adjusted so that the Holder shall be entitled to receive the
          kind and number of Warrant Shares or other securities of the Company which it
          would have owned or have been entitled to receive had such Warrant been
          exercised in advance thereof.  







        No
fractional shares of Common Stock shall be issued in connection with any exercise of this
Warrant, but in lieu of such fractional shares, the Company shall make a cash payment
therefor equal in amount to the product of the applicable fraction multiplied by the
Exercise Price then in effect. 



        12.    Reorganization,
Reclassification, Merger, Consolidation or Disposition of           Assets.   In case
the Company shall reorganize its capital, reclassify its           capital stock,
consolidate or merge with or into another corporation (where the           Company is not
the surviving corporation or where there is a change in or           distribution with
respect to the Common Stock of the Company), or sell, transfer           or otherwise
dispose of all or substantially all of its property, assets or           business to
another corporation and, pursuant to the terms of such           reorganization,
reclassification, merger, consolidation or disposition of           assets, shares of
common stock of the successor or acquiring corporation, or any           cash, shares of
stock or other securities or property of any nature whatsoever           (including
warrants or other subscription or purchase rights) in addition to or           in lieu of
common stock of the successor or acquiring corporation           (“Other Property”),
are to be received by or distributed to the           holders of Common Stock of the
Company, then the Holder shall have the right           thereafter to receive upon
exercise of this Warrant, the number of shares of           Common Stock of the successor
or acquiring corporation or of the Company, if it           is the surviving corporation,
and Other Property receivable upon or as a result           of such reorganization,
reclassification, merger, consolidation or disposition           of assets by a Holder of
the number of shares of Common Stock for which this           Warrant is exercisable
immediately prior to such event, and, in any such case,           appropriate provisions
shall be made with respect to the rights and interests of           the Holder to the end
that the provisions hereof (including, without limitation,           provisions for
adjustments of the Exercise Price and of the number of Warrant           Shares) shall
thereafter be applicable, as nearly as may be, in relation to any           shares of
stock, securities, other evidence of equity ownership or assets           thereafter
deliverable upon the exercise hereof (including an immediate           adjustment, by
reason of such reorganization, reclassification, merger,           consolidation or
disposition of assets, of the Exercise Price to the value for           the Common Stock
reflected by the terms of such reorganization,           reclassification, merger,
consolidation or disposition of assets if the value so           reflected is less than
the Exercise Price in effect immediately prior to such           reorganization,
reclassification, merger, consolidation or disposition of           assets). Subject to
the terms of this Warrant, in the event of a reorganization,           reclassification,
merger or consolidation of the Company with or into another           corporation or
other entity as a result of which the number of shares of common           stock of the
surviving corporation or other entity issuable to holders of Common           Stock of
the Company is greater or lesser than the number of shares of Common           Stock of
the Company outstanding immediately prior to such reorganization,
          reclassification, merger or consolidation, then the Exercise Price in effect
          immediately prior to such reorganization, reclassification, merger or
          consolidation shall be adjusted in the same manner as though there were a
          subdivision or combination of the outstanding shares of Common Stock of the
          Company. The Company shall not effect any such reorganization,
reclassification,           merger, consolidation or disposition of assets, unless, prior
to the           consummation thereof, the successor corporation (if other than the
Company)           resulting from such reorganization, reclassification, merger or
consolidation or           the corporation purchasing such assets shall assume, by
written instrument           executed and mailed or delivered to the Holder, the
obligation to deliver to the           Holder such shares of stock, securities, other
evidence of equity ownership or           assets as, in accordance with the foregoing
provisions, the Holder may be           entitled to receive or otherwise acquire. If a
purchase, tender or exchange           offer is made to and accepted by the holders of
more than fifty percent (50%) of           the outstanding shares of Common Stock of the
Company, the Company shall not           effect any reorganization, reclassification,
merger, consolidation or           disposition of assets with the person having made such
offer or with any           affiliate of such person, unless prior to the consummation of
such           reorganization, reclassification, merger, consolidation or disposition of
          assets, the Holder shall have been given a reasonable opportunity to then elect
          to receive upon the exercise of this Warrant the amount of stock, securities,
          other evidence of equity ownership or assets then issuable with respect to the
          number of shares of Common Stock in accordance with such offer. The foregoing
          provisions of this Section 12 shall similarly apply to successive
          reorganizations, reclassifications, mergers, consolidations or disposition of
          assets.  




6 











        13.    Notice
of Adjustment. Whenever the number of Warrant Shares or number or           kind of
securities or other property purchasable upon the exercise of this           Warrant or
the Exercise Price is adjusted, as herein provided, the Company shall           give
notice thereof to the Holder, which notice shall state the number of           Warrant
Shares (and other securities or property) purchasable upon the exercise           of this
Warrant and the Exercise Price of such Warrant Shares (and other           securities or
property) after such adjustment, setting forth a brief statement           of the facts
requiring such adjustment and setting forth the computation by           which such
adjustment was made.  




        14.    Notice
of Corporate Action. If at any time:  




	 	        
(a)                      the
Company shall take a record of the holders of its Common Stock for the
               purpose of entitling them to receive a dividend or other distribution, or
any                right to subscribe for or purchase any evidences of its indebtedness,
any shares                of stock of any class or any other securities or property, or
to receive any                other right, or  







	 	        
(b)                      there
shall be any capital reorganization of the Company, any reclassification
               or recapitalization of the capital stock of the Company or any
consolidation or                merger of the Company with, or any sale, transfer or
other disposition of all or                substantially all the property, assets or
business of the Company to, another                corporation, or  







	 	        (c)                      there
shall be a voluntary or involuntary dissolution, liquidation or winding up
               of the Company;  







then, in any one or more of such
cases, the Company shall give to Holder (i) at least 20 calendar days’ prior written
notice of the date on which a record date shall be selected for such dividend,
distribution or right or for determining rights to vote in respect of any such
reorganization, reclassification, merger, consolidation, sale, transfer, disposition,
liquidation or winding up, and (ii) in the case of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition, dissolution,
liquidation or winding up, at least 20 calendar days’ prior written notice of the
date when the same shall take place. Such notice in accordance with the foregoing clause
also shall specify (i) the date on which any such record is to be taken for the purpose of
such dividend, distribution or right, the date on which the holders of Common Stock shall
be entitled to any such dividend, distribution or right, and the amount and character
thereof, and (ii) the date on which any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to
take place and the time, if any such time is to be fixed, as of which the holders of
Common Stock shall be entitled to exchange their Warrant Shares for securities or other
property deliverable upon such disposition, dissolution, liquidation or winding up. Each
such written notice shall be sufficiently given if addressed to Holder at the last address
of Holder appearing on the books of the Company and delivered in accordance with Section
18(d). 



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        15.    Authorized
Shares. The Company covenants that, during the period the           Warrant is
outstanding, it will reserve from its authorized and unissued Common           Stock a
sufficient number of shares to provide for the issuance or transfer of           the
Warrant Shares upon the exercise of any purchase rights under this Warrant           and
will procure at its expense upon such reservation of shares the listing           thereof
(subject to issuance or notice of issuance) on all stock exchanges on           which the
Common Stock is then listed or inter-dealer trading systems on which           the Common
Stock is then traded. The Company further covenants that its issuance           of this
Warrant shall constitute full authority to its officers who are charged           with
the duty of executing stock certificates to execute and issue the necessary
          certificates for the Warrant Shares upon the exercise of the purchase rights
          under this Warrant. The Company will take all such reasonable action as may be
          necessary to assure that such Warrant Shares may be issued as provided herein
          without violation of any applicable law or regulation, or of any requirements
of           the Trading Market upon which the Common Stock may be listed or inter-dealer
          trading systems on which the Common Stock is then traded.  




        Except
and to the extent as waived or  consented  to by the Holder,  the  Company  shall not by
any action, including, without limitation, amending its certificate of incorporation or
through any reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder as set forth
in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any Warrant Shares above the amount
payable therefor upon such exercise immediately prior to such increase in par value, (b)
take all such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise
of this Warrant, and (c) use commercially reasonable efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable the Company to perform its obligations
under this Warrant.  




        Before
taking any action which would result in an adjustment in the number of Warrant Shares for
which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all
such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.  




        16.    Registration
Rights. The Warrant Shares shall be entitled to the           registration rights as
follows. On or before October 11, 2007, the Company shall           file a registration
statement with the U.S. Securities and Exchange Commission           which includes the
Warrant Shares and identifies the Holder as a Selling           Security Holder
permitting the Holder to effectuate public resale of the Warrant           Shares as and
when determined by the Holder. The Company will use its best           efforts to have
the Registration Statement become effective, and to keep such           Registration
Statement effective for a period of at least one year following the           Effective
Date thereof or until all of the selling securities holders named           therein have
completed the distribution described in the registration statement           relating
thereto, whichever first occurs. All expenses incurred in connection           with the
above registration statement shall be borne by the Company except the           Company
shall not be required to pay fees of legal counsel of the Holder acting           on
behalf of the Holder as a selling securities holder.  




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        17.
     Timely
Reports. The Company agrees to use its best efforts to file timely           all
reports required to be filed pursuant to Sections 13 or 15 of the Securities
          Exchange Act of 1934, as amended, and to provide such information as will
permit           the Holder to sell this Warrant or any Warrant Shares in accordance with
Rule           144 under the Securities Act.  




        18.
     Miscellaneous. 




	 	        
(a)     Jurisdiction.
This Warant shall be construed and enforced in accordance           with the laws of the
State of New York, without giving effect to any choice of           law or conflict of
law provision or rule (whether of the State of New York or           any other
jurisdictions) that would cause the application of the laws of any
          jurisdictions other than the State of New York. The Company hereby irrevocably
          submits to the exclusive jurisdiction of the state and federal courts sitting
in           The City of New York, Borough of Manhattan, for the adjudication of any
dispute           regarding this Warrant or the Warrant Shares and hereby irrevocably
waives, and           agrees not to assert in any proceeding, any claim that it is not
personally           subject to the jurisdiction of any such court, that such proceeding
is brought           in an inconvenient forum or that the venue of such proceeding is
improper.           Nothing contained herein shall be deemed to limit in any way any
right to serve           process in any manner permitted by law. Nothing contained herein
shall be deemed           or operate to preclude the Holder from bringing suit or taking
other legal           action against the Company in any other jurisdiction with regard to
the           Company’s obligations to the Holder or to enforce a judgment or other
court           ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES
ANY           RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
          ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING
          OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. 







	 	        
(b)     Restrictions.
The Holder acknowledges that the Warrant Shares acquired           upon the exercise of
this Warrant, if not registered, will have restrictions           upon resale imposed by
state and Federal securities laws.  







	 	        
(c)     Nonwaiver
and Expenses. No course of dealing or any delay or failure to           exercise any
right hereunder on the part of Holder shall operate as a waiver of           such right
or otherwise prejudice Holder’s rights, powers or remedies,
          notwithstanding all rights hereunder terminate on the Termination Date. If the
          Company willfully and knowingly fails to comply with any provision of this
          Warrant, which results in any material damages to the Holder, the Company shall
          pay to Holder such amounts as shall be sufficient to cover any costs and
          expenses including, but not limited to, reasonable attorneys’ fees,
          including those of appellate proceedings, incurred by Holder in collecting any
          amounts due pursuant hereto or in otherwise enforcing any of its rights, powers
          or remedies hereunder.  







9 











	 	        
(d)
     Notices. Any notice, request or other document
required or permitted to           be given or delivered to the Holder by the Company
shall be delivered as           follows: >  








If to the Company:

                                               Amish Naturals, Inc.

                                               8224 County Road 245

                                               Holmesville, OH 44633 



Telephone: (330)
677-0998                                         
     Facsimile: (330) 279 2415 



Attention:    David
Skinner, Sr., President 



With a copy to:

                                              Dennis Brovarone, Esq.

                                                  Attorney at Law

                                             18 Mountain Laurel Drive

                                             Littleton, Colorado 80127 



Telephone: (303)
466-4092                                           
   Facsimile: (303) 466-4826 




If to Wharton Capital
Partners, Ltd.                               
            444 Madison Avenue, 40th Floor

                                                New York, NY 10022 



Telephone: (212) 765
6777                                           
   Facsimile: (212) 7657054 









	 	        
(e)     Limitation
of Liability. No provision hereof, in the absence of any           affirmative action
by Holder to exercise this Warrant or purchase Warrant           Shares, and no
enumeration herein of the rights or privileges of Holder, shall           give rise to
any liability of Holder for the purchase price of any Common Stock           or as a
stockholder of the Company, whether such liability is asserted by the           Company
or by creditors of the Company.  







	 	        
(f)
Remedies.
Holder, in addition to being entitled to exercise all rights           granted by law,
including recovery of damages, will be entitled to specific           performance of its
rights under this Warrant. The Company agrees that monetary           damages would not
be adequate compensation for any loss incurred by reason of a           breach by it of
the provisions of this Warrant and hereby agrees to waive the           defense in any
action for specific performance that a remedy at law would be           adequate.  







	 	        
(g)
Successors
and Assigns. Subject to applicable securities laws, this           Warrant and the
rights and obligations evidenced hereby shall inure to the           benefit of and be
binding upon the successors of the Company and the successors           and permitted
assigns of Holder. The provisions of this Warrant are intended to           be for the
benefit of all Holders from time to time of this Warrant and shall be
          enforceable by any such Holder or holder of Warrant Shares.  







10 











	 	        
(h)     Amendment.
This Warrant may be modified or amended or the provisions           hereof waived with
the written consent of the Company and the Holder.  







	 	        
(i)     Severability.
Wherever possible, each provision of this Warrant shall be           interpreted in such
manner as to be effective and valid under applicable law,           but if any provision
of this Warrant shall be prohibited by or invalid under           applicable law, such
provision shall be ineffective to the extent of such           prohibition or invalidity,
without invalidating the remainder of such provisions           or the remaining
provisions of this Warrant.  







	 	        
(j)     Headings.
The headings used in this Warrant are for the convenience of           reference only and
shall not, for any purpose, be deemed a part of this Warrant.  







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




Dated: September 20, 2007 













		
		Amish Naturals, Inc.







By: /s/ David C. Skinner

      Name: David C. Skinner

      Title: PRESIDENT 

















11 












NOTICE OF EXERCISE  



To: Amish Naturals, Inc. 



        (1)______The
undersigned hereby elects to purchase ________ Warrant Shares of Amish Naturals, Inc.,
pursuant to the terms of the attached Warrant, and tenders herewith payment of the
applicable exercise price in full, together with all applicable transfer taxes, if any.  




        (2)______Payment
shall take the form of (check applicable box):  




	 	
[  
 ] Banks Draft in lawful money of the United States; or 






	 	
[  
] Wire Transfer in lawful money of the United States  






        (3)______Please
issue a certificate or certificates representing said Warrant Shares in the name of the
undersigned or in such other name as is specified below:  






The Warrant Shares shall be
delivered to the following: 
















        (4)______Accredited
 Investor.  The  undersigned  is  an  "accredited  investor"  as  defined  in Regulation
D promulgated under the Securities Act of 1933, as amended. 

















		
		[PURCHASER]





By: ______________________________

      Name:

      Title:



Dated:  ________________________




















ASSIGNMENT FORM 



(To assign the
foregoing warrant, execute this form and supply required information. 
Do not use this
form to exercise the warrant.)  



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







___________________________________________________________
whose address is 




____________________________________________________________________________________. 





_____________________________________________________________________________________ 





                                  Dated:  ______________, _______ 





Holder's Signature:
_____________________________ 




Holder's Address:
  _____________________________ 




_____________________________ 










Signature Guaranteed:
 ___________________________________________ 










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