exh4-5_warrant.htm


     

    
      

      

    

     

     

     

     

     

     

     

    EXHIBIT
      4.5

     

    FORM
      OF WARRANT AGREEMENT BETWEEN THE REGISTRANT

    AND
      COMPUTERSHARE TRUST COMPANY, N.A.

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    COMPUTERSHARE,
      INC.

    WARRANT
      AGREEMENT

     

    This
      Agreement is
      between Healthy Fast Food, Inc., a Nevada corporation (the
“Company”), and Computershare, Inc. a Delaware corporation and
      its fully owned subsidiary Computershare Trust Company, N.A. a federally
      chartered trust company, having its principal office at 250 Royall Street,
      Canton, MA 02021 (Collectively “Warrant Agent”, or individually
“Computershare” and the “Trust Company”,
      respectively).

     

    The
      Company, at or
      about the time that it is entering into this Agreement, proposes to issue and
      sell to public investors up to 2,875,000 Units (together with the additional
      units issuable as provided herein, the
“Units”).  Each Unit consists of one share of common
      stock, $0.001 par value, of the Company, one redeemable Class A Warrant and
      one
      redeemable Class B Warrant.  The Class A Warrants and the Class B
      Warrants are herein collectively referred to as the
“Warrants.”  Each Warrant is exercisable to purchase
      one share of Common Stock upon the terms and conditions and subject to
      adjustment in certain circumstances, all as set forth in this
      Agreement.

     

    The
      Company
      proposes to issue to the underwriter, Paulson Investment Company, Inc.
      ("Paulson") in the public offering of Units referred to above
      (the "Public Offering") warrants to purchase up to 250,000
      additional Units.

     

    The
      Company wishes
      to retain the Warrant Agent to act on behalf of the Company, and the Warrant
      Agent is willing so to act, in connection with the issuance, transfer, exchange
      and replacement of the certificates evidencing the Warrants to be issued under
      this Agreement (the “Warrant Certificates”) and the exercise of
      the Warrants;

     

    The
      Company and the
      Warrant Agent wish to enter into this Agreement to set forth the terms and
      conditions of the Warrants and the rights of the holders thereof
      (“Warrant Holders”) and to set forth the respective rights and
      obligations of the Company and the Warrant Agent.  Each Warrant Holder
      is an intended beneficiary of this Agreement with respect to the rights of
      Warrant Holders herein.

     

    NOW,
      THEREFORE, in
      consideration of the premises and the mutual agreements herein set forth, the
      parties hereto agree as follows:

     

    
      	
               

            	
              1.

            	
              Warrants.  Each
                Class A Warrant will entitle the registered holder of a Class A Warrant
                to
                purchase from the Company one share of Company common stock, $0.001
                par
                value per share (each a “Share”) at $7.20 per Share and
                each Class B Warrant will entitle the registered holder of a Class
                A
                Warrant to purchase from the Company one Share at $12.00 per Share
                (together with the exercise price of the Class A Warrants, the
                “Exercise Price”).  The Exercise Price is
                subject to adjustments as provided in Section 13 hereof.  A
                Warrant Holder may exercise all or any number of Warrants resulting
                in the
                purchase of a whole number of
                Shares.

            


    

     

    
      	
               

            	
              2.

            	
              Exercise
                Period.  The Warrants may be exercised at any time during
                the period (the“Exercise
                Period”) commencing ____________, 2007 and
                ending at 5:00 p.m., Mountain Time on ______________, 2012
                (“Expiration Date”) set forth in the
                Warrant.  After the Expiration Date, any unexercised Warrants
                will be void and all rights of Warrant Holders shall
                cease.

            


    

     


    
      
        
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              3.

            	
              Execution
                of Warrant Certificates.  Warrant Certificates shall be in
                registered form only and shall be substantially in the form set forth
                in
                Exhibits A and B attached to this Agreement.  Warrant
                Certificates shall be signed by, or shall bear the facsimile signature
                of,
                the President or a Vice President of the Company and the Secretary
                or an
                Assistant Secretary of the Company and shall bear a facsimile of
                the
                Company’s corporate seal.  If any person, whose facsimile
                signature has been placed upon any Warrant Certificate or the signature
                of
                an officer of the Company, shall have ceased to be such officer before
                such Warrant Certificate is countersigned, issued and delivered,
                such
                Warrant Certificate shall be countersigned, issued and delivered
                with the
                same effect as if such person had not ceased to be such
                officer.  Any Warrant Certificate may be signed by, or made to
                bear the facsimile signature of, any person who at the actual date
                of the
                preparation of such Warrant Certificate shall be a proper officer
                of the
                Company to sign such Warrant Certificate even though such person
                was not
                such an officer upon the date of the
                Agreement.

            


    

     

    
      	
               

            	
              4.

            	
              Countersigning.  Warrant
                Certificates shall be manually countersigned by the Warrant Agent
                and
                shall not be valid for any purpose unless so countersigned.  The
                Warrant Agent hereby is authorized to countersign and deliver to,
                or in
                accordance with the instructions of, any Warrant Holder any Warrant
                Certificate which is properly
                issued.

            


    

     

    
      	
               

            	
              5.

            	
              Registration
                of Transfer and Exchanges.  The Warrant Agent shall from
                time to time register the transfer of any outstanding Warrant Certificate
                upon records maintained by the Warrant Agent for such purpose upon
                surrender of such Warrant Certificate to the Warrant Agent for transfer,
                accompanied by appropriate instruments of transfer in form satisfactory
                to
                the Company and the Warrant Agent and duly executed by the Warrant
                Holder
                or a duly authorized attorney.  Upon any such registration of
                transfer, a new Warrant Certificate shall be issued in the name of
                and to
                the transferee and the surrendered Warrant Certificate shall be
                cancelled.

            


    

     

    
      	
               

            	
              6.

            	
              Exercise
                of Warrants.

            


    

     

    
      	
               

            	
              (a)

            	
              Subject
                to
                the terms of the Warrant, any Warrant may be exercised upon any single
                occasion during the exercise period.  A Warrant shall be
                exercised by the Warrant Holder by surrendering to the Warrant Agent
                the
                Warrant Certificate with the exercise form on the reverse of such
                Warrant
                Certificate duly completed and executed and delivering to the Warrant
                Agent, by good check or bank draft payable to the order of the Warrant
                Agent, the Exercise Price for each Share to be
                purchased.

            


    

     

    
      	
               

            	
              (b)

            	
              Upon
                receipt
                of a Warrant Certificate with the exercise form thereon duly executed
                together with payment in full of the Exercise Price for the Shares
                for
                which Warrants are then being exercised, the Warrant Agent shall
                requisition from any transfer agent for the Shares, and upon receipt
                shall
                make delivery of, certificates evidencing the total number of whole
                Shares
                for which Warrants are then being exercised in such names and
                denominations as are required for delivery to, or in accordance with
                the
                instructions of, the Warrant Holder.  Such certificates for the
                Shares shall be deemed to be issued, and the person whom such Shares
                are
                issued of

            


    

     


    
      
        
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              record
                shall
                be deemed to have become a holder of record of such Shares, as of
                the date
                of the surrender of such Warrant Certificate and payment of the Exercise
                Price, whichever shall last occur; provided that if the transfer
                books of
                the Company with respect to the Shares, shall be closed, the certificates
                for the Shares issuable upon exercise of the Warrant shall be issued
                as of
                the date on which such books shall next be open, and the person to
                whom
                such Shares are issued of record shall be deemed to have become a
                record
                holder of such Shares as of the date on which such books shall next
                be
                open (whether before, on or after the Expiration Date) and until
                such date
                the Warrant Agent shall be under no duty to deliver any certificate
                for
                such Shares.

            


    

     

    
      	
               

            	
              (c)

            	
              If
                less than
                all a Warrant Holder’s Warrants are exercised upon a single occasion, a
                new Warrant Certificate for the balance of the Warrants not so exercised
                shall be issued and delivered to, or in accordance with, transfer
                instructions properly given by the Warrant Holder until the Expiration
                Date.

            


    

     

    
      	
               

            	
              (d)

            	
              All
                Warrant
                Certificates surrendered upon exercise shall be
                cancelled.

            


    

     

    
      	
               

            	
              (e)

            	
              Upon
                the
                exercise of any Warrant, the Warrant Agent shall promptly deposit
                the
                payment into an escrow account established by mutual agreement of
                the
                Company and the Warrant Agent at a federally insured commercial
                bank.  All funds deposited in the escrow account will be
                disbursed on a weekly basis to the Company once they have been determined
                by the Warrant Agent to be collected funds.  Once the funds are
                determined to be collected, the Warrant Agent shall cause the share
                certificate(s) representing the exercised Warrants to be
                issued.

            


    

     

    
      	
               

            	
              (f)

            	
              Expenses
                incurred by the Warrant Agent will be paid by the
                Company.  These expenses, including delivery of Share
                certificates to the shareholder, will be deducted from the Exercise
                Price
                submitted by a Warrant Holder prior to the distribution of funds
                to the
                Company.  A detailed accounting statement relating to the number
                of Warrants exercised, names and registered Warrant Holder(s) and
                the net
                amount of exercised funds remitted will be given to the Company with
                the
                payment of each exercise amount.

            


    

     

    7.           Warrant
      Solicitation and Warrant Solicitation Fee.

    


    
      	
               

            	
              (a)

            	
              The
                Company
                has engaged Paulson, on a non-exclusive basis, as its agent for the
                solicitation of the exercise of the Warrants.  The Company will,
                at its cost, (i) assist Paulson with respect to such solicitation,
                if
                requested by Paulson, and (ii) provide Paulson, and direct the Warrant
                Agent to deliver to Paulson lists of the record and, to the extent
                known,
                beneficial owners of the Company’s Warrants.  The Company hereby
                instructs the Warrant Agent to cooperate with Paulson in every respect
                in
                connection with Paulson’s solicitation activities, including, but not
                limited to, providing to Paulson, at the Company’s cost, a list of record
                and beneficial holders of the Warrants and circulating a prospectus
                or
                offering circular disclosing the compensation arrangements referenced
                in
                Section

            


    

     


    
      
        
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              7(b)
                below to
                holders of the Warrants at the time of exercise of the
                Warrants.  In addition to the conditions set forth in Section
                7(b), Paulson shall accept payment of the warrant solicitation fee
                provided in Section 7(b) only if permitted under the rules and regulations
                of the FINRA and only to the extent that a holder who exercises Warrants
                specifically designates, in writing, that Paulson solicited the
                exercise.

            


    

     

    
      	
               

            	
              (b)

            	
              In
                each
                instance in which a Warrant is exercised, the Warrant Agent shall
                promptly
                give written notice of such exercise to the Company and Paulson (“Warrant
                Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than
                one year from the effective date of the registration statement,
                registering the Warrants, (i) the market price of the Company’s common
                stock is greater than the Exercise Price, (ii) disclosure of compensation
                arrangements between the Company and Paulson with respect to the
                solicitation of the exercise of the Warrants was made both at the
                time of
                the Public Offering and at the time of exercise (by delivery of the
                prospectus or as otherwise required by applicable law, rule or
                regulation), (iii) the holder of the Warrant confirms in writing
                that the
                exercise of the Warrant was solicited by Paulson, (iv) the Warrant
                was not
                held in a discretionary account, and (v) the solicitation of the
                exercise
                of the Warrant was not in violation of Regulation M (as such rule
                or any
                successor rule may be in effect as of such time of exercise) promulgated
                under the Securities Exchange Act of 1934, as amended, then the Warrant
                Agent, simultaneously with the distribution of the common stock underlying
                the Warrants so exercised in accordance with the instructions from
                the
                Company following receipt of the proceeds to the Company received
                upon
                exercise of such Warrant(s), shall, on behalf of the Company, pay
                a fee of
                5% of the Warrant Price to Paulson, provided that Paulson delivers
                to the
                Warrant Agent within ten (10) business days from the date on which
                Paulson
                has received the Warrant Agent’s Exercise Notice, a certificate that the
                conditions set forth in the preceding clauses (iii), (iv) and (v)
                have
                been satisfied. Notwithstanding the foregoing, no fee will be paid
                to
                Paulson with respect to the exercise by Paulson or its affiliates
                of
                Warrants purchased by it or them and still held by it or them for
                its or
                their own account. Paulson and the Company may at any time during
                business
                hours, examine the records of the Warrant Agent, including its ledger
                of
                original Warrant certificates returned to the Warrant Agent upon
                exercise
                of Warrants.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                provisions of this Section 7. may not be modified, amended or deleted
                without the prior written consent of
                Paulson.

            


    

     

    8.           Redemption
      of Warrants.

     

    
      	
               

            	
              (a)

            	
              Beginning
                six
                months after the closing of the Public Offering, the Class A Warrants
                outstanding at the time of a redemption may be redeemed at the option
                of
                the Company, in whole or in part on a pro-rata basis, by giving not
                less
                than 30 days prior notice as provided in Section 8(d) below, which
                notice
                may not be given before, but may be given at any time after the date
                on
                which the closing price of the Company’s
                common

            


    

     


    
      
        
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              stock
                on the
                principal exchange or trading facility on which it is then traded
                has
                equaled or exceeded $10.20 for five consecutive trading
                days.

            


    

     

    
      	
               

            	
              (b)

            	
              Beginning
                six
                months after the closing of the Public Offering, the Class B Warrants
                outstanding at the time of a redemption may be redeemed at the option
                of
                the Company, in whole or in part on a pro-rata basis, by giving not
                less
                than 30 days prior notice as provided in Section 8(d) below, which
                notice
                may not be given before, but may be given at any time after the date
                on
                which a total of 25 EVOS restaurants have been opened in the Company’s
                exclusive 12-state territory.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                price at
                which Warrants may be redeemed (the
                “RedemptionPrice”) is $0.25 per
                Warrant.  On and after the redemption date the holders of record
                of redeemed Warrants shall be entitled to payment of the Redemption
                Price
                upon surrender of the Warrant Certificates of such redeemed Warrants
                to
                the Company at the office of the Warrant
                Agent.

            


    

     

    
      	
               

            	
              (d)

            	
              Notice
                of
                redemption of Warrants shall be given at least 30 days prior to the
                redemption date by mailing, by registered or certified mail, return
                receipt requested, a copy of such notice to the Warrant Agent and
                to all
                of the holders of record of redeemed Warrants at their respective
                addresses appearing on the books or transfer records of the Warrant
                Agent
                or such other address designated in writing by the holder of record
                to the
                Warrant Agent not less than 40 days prior to the redemption
                date.

            


    

     

    
      	
               

            	
              (e)

            	
              From
                and
                after the redemption date, all rights of the holders with respect
                to the
                redeemed Warrants (except the right to receive the Redemption Price)
                shall
                terminate, but only if (i) no later than one day prior to the redemption
                date the Company shall have irrevocably deposited with the Warrant
                Agent
                as paying agent a sufficient amount to pay on the redemption date
                the
                Redemption Price for all Warrants called for redemption and (ii)
                the
                notice of redemption shall have stated the name and address of the
                Warrant
                Agent and the intention of the Company to deposit such amount with
                the
                Warrant Agent no later than one day prior to the redemption
                date.

            


    

     

    
      	
               

            	
              (f)

            	
              On
                the
                redemption date, the Warrant Agent shall pay to the holders of record
                of
                redeemed Warrants all monies received by the Warrant Agent for the
                redemption of Warrants to which the holders of record of such redeemed
                Warrants who shall have surrendered their Warrant Certificates are
                entitled.  The Warrant Agent shall have no obligation to pay for
                the redemption of Warrants except to the extent that funds for such
                payment have been provided to it by the
                Company.

            


    

     

    
      	
               

            	
              (g)

            	
              All
                amounts
                deposited with the Warrant Agent that are not required for redemption
                of
                Warrants may be withdrawn by the Company.  Any amounts deposited
                with the Warrant Agent that shall be unclaimed after six months after
                the
                redemption date shall be redelivered back to the Company, and thereafter
                the holders of the Warrants called for redemption for which such
                funds
                were deposited shall look solely to the Company for payment, it being
                understood that the Warrant Agent
                shall

            


    

     


    
      
        
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              be
                under no
                obligation to report or remit unclaimed property to appropriate states
                in
                compliance with applicable law.  The Company acknowledges that
                the bank accounts maintained by the Warrant Agent in connection with
                the
                services hereunder will be in its name and that the Warrant Agent
                may
                receive investment earnings in connection with the investment at
                the
                Warrant Agent’s risk and for its benefit of funds held in those accounts
                from time to time.

            


    

     

    
      	
               

            	
              (h)

            	
              If
                the
                company fails to make a sufficient deposit with the Warrant Agent
                as
                provided above, the holder of any Warrants called for redemption
                may at
                the option of the holder (i) by notice to the Company declare the
                notice
                of redemption a nullity as to such holder, or (ii) maintain an action
                against the Company for the Redemption Price.  If the holder
                brings such an action, the Company will pay reasonable attorneys’ fees of
                the holder.  If the holder fails to bring an action against the
                Company for the Redemption Price within 60 days after the redemption
                date,
                the holder shall be deemed to have elected to declare the notice
                of
                redemption to be a nullity as to such holder and such notice shall
                be
                without any force or effect as to such holder.  Except as
                otherwise specifically provided in this paragraph 7(h), a notice
                of
                redemption, once mailed by the Company as provided in paragraph 7(d)
                shall
                be irrevocable.

            


    

     

    
      	
               

            	
              (i)

            	
              Notwithstanding
                anything to the contrary in this Section 8, the Company may not provide
                notice of any redemption pursuant to this Section 8 at any time at
                which
                the Warrants are not currently exercisable as a result of the application
                of Section 12.  If, during the period between notice of
                redemption and the Redemption Date, the Warrants become not currently
                exercisable as a result of the application of Section 12, the Redemption
                Date shall be extended to be the tenth business day after such restriction
                on exercise lapses.

            


    

     

    
      	
               

            	
              9.

            	
              Taxes.  The
                Company will pay all taxes attributable to the initial issuance of
                Shares
                upon exercise of Warrants.  The Company shall not, however, be
                required to pay any tax which may be payable in respect to any transfer
                involved in any issue of Warrant Certificates or in the issue of
                any
                certificates of Shares in the name other than that of the Warrant
                Holder
                upon the exercise of any Warrant.

            


    

     

    
      	
               

            	
              10.

            	
              Mutilated
                or Missing Warrant Certificates.  On receipt by the Company
                and the Warrant Agent of evidence satisfactory as to the ownership
                of and
                the loss, theft, destruction or mutilation of any Warrant Certificate,
                the
                Company shall execute and the Warrant Agent shall countersign and
                deliver
                in lieu thereof, a new Warrant Certificate.  In the case of
                loss, theft or destruction of any Warrant Certificate, the Registered
                Owner requesting issuance of a new Warrant Certificate shall be required
                to secure an indemnity bond from an approved surety bonding
                company.  In the event a Warrant Certificate is mutilated, such
                Warrant Certificate shall be surrendered and canceled by the Warrant
                Agent
                prior to delivery of a new Warrant Certificate.  Applicants for
                a substitute Warrant Certificate shall also comply with such other
                regulations and pay such other reasonable charges as the Warrant
                Agent may
                prescribe.

            


    

     


    
      
        
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              11.

            	
              Reservation
                of Shares.  For the purpose of enabling the Company to
                satisfy all obligations to issue Shares upon exercise of Warrants,
                the
                Company will at all times reserve and keep available free from preemptive
                rights, out of the aggregate of its authorized but unissued shares,
                the
                full number of Shares which may be issued upon the exercise of the
                Warrants and such Shares will upon issue be fully paid and nonassessable
                by the Company and free from all taxes, liens, charges and security
                interests with respect to the issue
                thereof.

            


    

     

    
      	
               

            	
              12.

            	
              Governmental
                Restrictions.  If any Shares issuable upon the exercise of
                Warrants require registration or approval of any governmental authority,
                the Company will use all commercially reasonable efforts to cause
                such
                Shares to be duly registered, or approved, as the case may be, and,
                to the
                extent practicable, take all such action in anticipation of and prior
                to
                the exercise of the Warrants, including, without limitation, filing
                any
                and all post-effective amendments to the Company’s Registration Statement
                on Form SB-2 (Registration No. 333-145360) necessary to permit a
                public offering of the Shares underlying the Warrants at any and
                all times
                during the term of this Agreement; provided, however, that in no
                event
                shall such Shares be issued, and the Company is authorized to refuse
                to
                honor the exercise of any Warrant, if such exercise would result
                in, in
                the opinion of the Company’s Board of Directors, upon advice of counsel,
                in the violation of any law.  In the case of a Warrant
                exercisable solely for securities listed on a securities exchange
                or for
                which there are at least three independent market makers, in lieu
                of
                obtaining such registration or approval, the Company may elect to
                redeem
                Warrants submitted to the Warrant Agent for exercise for a price
                equal to
                the difference between the aggregate low asked price, or closing
                price, as
                the case may be, of the securities for which such Warrant is exercisable
                on the date of such submission and the Exercise Price of such
                Warrants.  In the event of such redemption, the Company will pay
                to the holder of such Warrants the above-described redemption price
                in
                cash within 10 business days after receipt of notice from the Warrant
                Agent that such Warrants have been submitted for exercise.  If,
                at the Expiration Date, the Warrants are not currently exercisable
                as a
                result of the provisions of this paragraph, the Expiration Date shall
                be
                extended to a date that is 30 calendar days following notice to the
                Warrant Holders that the Warrants are again exercisable and references
                to
                the Expiration Date herein shall thereafter refer to such extended
                Expiration Date.

            


    

     

    
      	
               

            	
              13.

            	
              Adjustments.  If
                prior to the exercise of any Warrants, the Company shall have effected
                one
                or more stock split-ups, stock dividends or other increases or reductions
                of the number of shares of its $0.001 par value common stock outstanding
                without receiving compensation therefor in money, services or property,
                the number of shares of common stock subject to the Warrants shall
                (i) if
                a net increase shall have been effected in the number of outstanding
                shares of the Company’s common stock, be proportionately increased, and
                the Exercise Price payable per share shall be proportionately reduced,
                and, (ii) if a net reduction shall have been effected in the number
                of
                outstanding shares of the Company’s common stock, be proportionately
                reduced and the Exercise Price payable per share be proportionately
                increased.

            


    

     

    
      	
               

            	
              14.

            	
              Notice
                to
                Warrant Holders.  Upon any adjustment as described in
                Section 13, the Company within 20 days thereafter shall (i) cause
                to be
                filed with the Warrant Agent a certificate signed by a Company officer
                setting forth the details of such

            


    

     


    
      
        
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              adjustment,
                the method of calculation and the facts upon which such calculation
                is
                based, which certificate shall be conclusive evidence of the correctness
                of the matters set forth therein, (ii) cause written notice of such
                adjustments to be given to each Warrant Holder as of the record date
                applicable to such adjustment.  Also, if the Company proposes to
                enter into any reorganization, reclassification, sale of substantially
                all
                of its assets, consolidation, merger, dissolution, liquidation or
                winding
                up, the Company shall give notice of such fact at least 20 days prior
                to
                such action to all Warrant Holders which notice shall set forth such
                facts
                as indicate the effect of such action (to the extent such effect
                may be
                known at the date of such notice) on the Exercise Price and the kind
                and
                amount of the shares or other securities and property deliverable
                upon
                exercise of the Warrants.  Without limiting the obligation of
                the Company hereunder to provide notice to each Warrant Holder, failure
                of
                the Company to give notice shall not invalidate any corporate action
                taken
                by the Company.

            


    

     

    
      	
               

            	
              15.

            	
              No
                Fractional Warrants or Shares.  The Company shall not be
                required to issue fractions of Shares issuable upon exercise of the
                Warrants, upon the reissue of Warrants, or any adjustments as described
                in
                Section 13 or otherwise; but the Company in lieu of issuing any such
                fractional interest, shall round up or down to the nearest full Share
                issuable upon exercise of the Warrant.  If the total Warrants
                surrendered by exercise would result in the issuance of a fractional
                share, the Company shall not be required to issue a fractional share
                but
                rather the aggregate number of shares issuable will be rounded up
                or down
                to the nearest full share.

            


    

     

    
      	
               

            	
              16.

            	
              Rights
                of
                Warrant Holders.  No Warrant Holder, as such, shall have any
                rights of a shareholder of the Company, either at law or equity,
                and the
                rights of the Warrant Holders, as such, are limited to those rights
                expressly provided in the Warrant Certificate.  The Company and
                the Warrant Agent may treat the registered Warrant Holder in respect
                of
                any Warrant as the absolute owner thereof for all purposes notwithstanding
                any notice to the contrary.

            


    

     

    
      	
               

            	
              17.

            	
              Warrant
                Agent.  The Company hereby appoints the Warrant Agent to act
                as the agent of the Company and the Warrant Agent hereby accepts
                such
                appointment upon the following terms and conditions by all of which
                the
                Company and every Warrant Holder, by acceptance of his Warrant
                Certificates, shall be bound:

            


    

     

    
      	
               

            	
              (a)

            	
              Statements
                contained in this Agreement and in the Warrant Certificate shall
                be taken
                as statements of the Company.  The Warrant Agent assumes no
                responsibility for the correctness of any of the same except such
                as
                describes the Warrant Agent or for action taken or to be taken by
                the
                Warrant Agent.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Warrant
                Agent shall not be responsible for any failure of the Company to
                comply
                with any of the Company’s covenants contained in this Agreement or in the
                Warrant Certificates.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Warrant
                Agent may consult at any time with counsel satisfactory to it (who
                may be
                counsel for the Company) and the Warrant Agent shall incur no liability
                or
                responsibility to the Company or to any Warrant Holder in respect
                of any
                action taken, suffered or omitted by it hereunder in good
                

            


    

     

    8

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      faith
        and in accordance with the opinion or the advice of such counsel,
        provided the Warrant Agent shall have exercised reasonable care in the selection
        and continued employment of such counsel.

       

    

    
      	
               

            	
              (d)

            	
              The
                Warrant
                Agent shall incur no liability or responsibility to the Company or
                to any
                Warrant Holder for any action taken in reliance upon any notice,
                resolution, waiver, consent, order, certificate or other paper, document
                or instrument believed by it to be genuine and to have been signed,
                sent
                or presented by the proper party or
                parties.

            


    

     

    
      	
               

            	
              (e)

            	
              The
                Company
                agrees to pay to the Warrant Agent reasonable compensation for all
                services rendered by the Warrant Agent in the execution of this Agreement,
                to reimburse the Warrant Agent for all expenses, taxes and governmental
                charges and all other charges of any kind or nature incurred by the
                Warrant Agent in the execution of this Agreement and to indemnify
                the
                Warrant Agent and save it harmless against any and all liabilities,
                including judgments, costs and counsel fees, for this Agreement except
                as
                a result of the Warrant Agent’s gross negligence or bad faith or willful
                misconduct.

            


    

     

    
      	
               

            	
              (f)

            	
              The
                Warrant
                Agent shall be under no obligation to institute any action, suit
                or legal
                proceeding or to take any other action likely to involve expense
                unless
                the Company or one or more Warrant Holders shall furnish the Warrant
                Agent
                with reasonable security and indemnity for any costs and expenses
                which
                may be incurred in connection with such action, suit or legal proceeding,
                but this provision shall not affect the power of the Warrant Agent
                to take
                such action as the Warrant Agent may consider proper, whether with
                or
                without any such security or indemnity.  All rights of action
                under this Agreement or under any of the Warrants may be enforced
                by the
                Warrant Agent without the possession of any of the Warrant Certificates
                or
                the production thereof at any trial or other proceeding relative
                thereto,
                and any such action, suit or proceeding instituted by the Warrant
                Agent
                shall be brought in its name as Warrant Agent, and any recovery of
                judgment shall be for the ratable benefit of the Warrant Holders
                as their
                respective rights or interest may
                appear.

            


    

     

    
      	
               

            	
              (g)

            	
              The
                Warrant
                Agent and any shareholder, director, officer or employee of the Warrant
                Agent may buy, sell or deal in any of the Warrants or other securities
                of
                the Company or become pecuniarily interested in any transaction in
                which
                the Company may be interested, or contract with or lend money to
                the
                Company or otherwise act as fully and freely as though it were not
                Warrant
                Agent under this Agreement.  Nothing herein shall preclude the
                Warrant Agent from acting in any other capacity for the Company or
                for any
                other legal entity.

            


    

     

    
      	
               

            	
              18.

            	
              Successor
                Warrant Agent.  Any corporation into which the Warrant Agent
                may be merged or converted or with which it may be consolidated,
                or any
                corporation resulting from any merger, conversion or consolidation
                to
                which the Warrant Agent shall be a party, or any corporation succeeding
                to
                the corporate trust business of the Warrant Agent, shall be the successor
                to the Warrant Agent hereunder with the same powers, rights,
                responsibilities and obligations of the


            


    

     

    9

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Warrant
      Agent without the execution or filing of any
      paper or any further act of a party or the parties hereto.  In any
      such event or if the name of the Warrant Agent is changed, the Warrant Agent
      or
      such successor may adopt the countersignature of the original Warrant Agent
      and
      may countersign such Warrants either in the name of the predecessor Warrant
      Agent or in the name of the successor Warrant Agent.

     

    
      	
               

            	
              19.

            	
              Change
                of
                Warrant Agent.  The Warrant Agent may resign or be
                discharged by the Company from its duties under this Agreement by
                the
                Warrant Agent or the Company, as the case may be, giving notice in
                writing
                to the other, and by giving a date when such resignation or discharge
                shall take effect, which notice shall be sent at least 30 days prior
                to
                the date so specified.  If the Warrant Agent shall resign, be
                discharged or shall otherwise become incapable of acting, the Company
                shall appoint a successor to the Warrant Agent.  If the Company
                shall fail to make such appointment within a period of 30 days after
                it
                has been notified in writing of such resignation or incapacity by
                the
                resigning or incapacitated Warrant Agent or by any Warrant Holder
                or after
                discharging the Warrant Agent, then any Warrant Holder may apply
                to the
                District Court for Denver County, Colorado, for the appointment of
                a
                successor to the Warrant Agent.  Pending appointment of a
                successor to the Warrant Agent, either by the Company or such Court,
                the
                duties of the Warrant Agent shall be carried out by the
                Company.  Any successor Warrant Agent, whether appointed by the
                Company or by such Court, shall be a bank or a trust company, in
                good
                standing, organized under the laws of the State of Colorado or of
                the
                United States of America, having at the time of its appointment as
                Warrant
                Agent, a combined capital and surplus of at least _______________
                million
                dollars.  After appointment, the successor Warrant Agent shall
                be vested with the same powers, rights, duties and responsibilities
                as if
                it had been originally named as Warrant Agent without further act
                or deed
                and the former Warrant Agent shall deliver and transfer to the successor
                Warrant Agent any property at the time held by it thereunder, and
                execute
                and deliver any further assurance, conveyance, act or deed necessary
                for
                effecting the delivery or transfer.  Failure to give any notice
                provided for in the section, however, or any defect therein, shall
                not
                affect the legality or validity of the resignation or removal of
                the
                Warrant or the appointment of the successor Warrant Agent, as the
                case may
                be.

            


    

     

    
      	
               

            	
              20.

            	
              Notices.  Any
                notice or demand authorized by this Agreement to be given or made
                by the
                Warrant Agent or by any Warrant Holder to or on the Company shall
                be
                sufficiently given or made if sent by facsimile, mail, first class,
                certified or registered, postage prepaid, addressed (until another
                address
                is filed in writing by the Company with the Warrant Agent), as
                follows:

            


    

     

    To
      the
      Company:

    Healthy
      Fast Food,
      Inc.

    1075
      American
      Pacific, Suite C

    Henderson,
      NV
      89074

    Attn:  President

    Facsimile:  702-434-8572

    



    
      
        
          10    

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    To
      the Warrant
      Agent:

    Computershare,
      Inc.

    350
      Indiana Street,
      Suite 800

    Golden,
      CO,
      80401

    Attn:  Corporate
      Actions

    Facsimile:  303-262-0606

    


    Any
      distribution,
      notice or demand required or authorized by this Agreement to be given or made
      by
      the Company or the Warrant Agent to or on the Warrant Holders shall be
      sufficiently given or made if sent by mail, first class, certified or
      registered, postage prepaid, addressed to the Warrant Holders at their last
      known addresses as they shall appear on the registration books for the Warrant
      Certificates maintained by the Warrant Agent.

     

    
      	
               

            	
              21.

            	
              Supplements
                and Amendments.  The Company and the Warrant Agent may from
                time to time supplement or amend this Agreement without the approval
                of
                any Warrant Holders in order to cure any ambiguity or to correct
                or
                supplement any provisions herein, or to make any other provisions
                in
                regard to matters or questions arising hereunder which the Company
                and the
                Warrant Agent may deem necessary or
                desirable.

            


    

     

    
      	
               

            	
              22.

            	
              Successors.  All
                the covenants and provisions of this Agreement by or for the benefit
                of
                the Company or the Warrant Agent shall bind and inure to the benefit
                of
                their respective successors and assigns
                hereunder.

            


    

     

    
      	
               

            	
              23.

            	
              Termination.  This
                Agreement shall terminate at the close of business on the Expiration
                Date
                or such earlier date upon which all Warrants have been exercised;
                provided, however, that if exercise of the Warrants is suspended
                pursuant
                to Section 12 and such suspension continues past the Expiration Date,
                this
                Agreement shall terminate at the close of business on the business
                day
                immediately following the expiration of such suspension.  The
                provisions of Section 17 shall survive such
                termination.

            


    

     

    
      	
               

            	
              24.

            	
              Governing
                Law.  This Agreement and each Warrant Certificate issued
                hereunder shall be deemed to be a contract made under the laws of
                the
                State of Colorado and for all purposes shall be construed in accordance
                with the laws of said State.

            


    

     

    
      	
               

            	
              25.

            	
              Benefits
                of this Agreement.  Nothing in this Agreement shall be
                construed to give any person or corporation other than the Company,
                the
                Warrant Agent or the registered holders of the Warrant Certificates
                any
                legal or equitable right, remedy or claim under this
                Agreement.

            


    

     

    
      	
               

            	
              26.

            	
              Counterparts.  This
                Agreement may be executed in any number of counterparts, each of
                such
                counterparts shall for all purposes be deemed to be an original and
                all
                such counterparts shall together constitute but one and the same
                instrument.

            


    

     

    


     

    


     

    
      	
               

            	
              [The
                remainder of page intentionally left
                blank]

            


    

     


    
      
        
          11    

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      each of the parties hereto has caused this Agreement to be executed by one of
      its officers thereunto duly authorized.

     

    


    Date:  _________________________

    


    


    Healthy
      Fast Food, Inc.

    


    


    By:
      _______________________________________

    Name:

    Title:

    


    


    


    


    Computershare,
      Inc. and

    Computershare
      Trust Company, N.A.

    On
      Behalf of Both Entities:

    


    


    By:
      ________________________________________

    Name:

    Title:

    


    


    


    


     

    



    
      
        
          12    

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    VOID
      AFTER 5 P.M.
      MOUNTAIN TIME ON _________________, 2012

    


    CLASS
      A WARRANTS TO
      PURCHASE COMMON STOCK

    WA__________                                                                                                                                          Warrants

    


    Healthy
      Fast Food, Inc.

    


    CUSIP_____________

    


    THIS
      CERTIFIES
      THAT

    or
      registered assigns, is the registered holder of the number of Class A Warrants
      (“Warrants”) set forth above.  Each Warrant, unless and until
      redeemed by the Company as provided in the Warrant Agreement, hereinafter more
      fully described (the “Warrant Agreement”) entitles the holder thereof to
      purchase from Healthy Fast Food, Inc., a corporation incorporated under the
      laws
      of the State of Nevada (“Company”), subject to the terms and conditions
      set forth hereinafter and in the Warrant Agreement, at any time on or after
      _____________, 2007 and before the close of business on ______________, 2012
      (“Expiration Date”), one fully paid and non-assessable share of Common
      Stock of the Company (“Common Stock”) upon presentation and surrender of
      this Warrant Certificate, with the instructions for the registration and
      delivery of Common Stock filled in, at the stock transfer office in Golden,
      Colorado, of Computershare Trust Company, N.A., Warrant Agent of the Company
      (“Warrant Agent”) or of its successor warrant agent or, if there be no
      successor warrant agent, at the corporate offices of the Company, and upon
      payment of the Exercise Price (as defined in the Warrant Agreement) and any
      applicable taxes paid either in cash, or by certified or official bank check,
      payable in lawful money of the United States of America to the order of the
      Company.  Each Warrant initially entitles the holder to purchase one
      share of Common Stock for $7.20.  The number and kind of securities or
      other property for which the Warrants are exercisable are subject to adjustment
      in certain events, such as mergers, splits, stock dividends, splits and the
      like, to prevent dilution.  The Company may redeem any or all
      outstanding and unexercised Warrants by giving not less than 30 days prior
      notice at any time after the later of _____________, 2008 and the date on which
      the closing price of the Common Stock on the principal exchange or trading
      facility on which it is traded has equaled or exceeded $10.20 per share on
      each
      of five consecutive trading days.  The Redemption Price is $0.25 per
      Warrant.  All Warrants not theretofore exercised will expire on the
      Expiration Date.

    


    This
      Warrant
      Certificate is subject to all of the terms, provisions and conditions of the
      Warrant Agreement, dated as
      of                        ,
      2007, between the Company and the Warrant Agent, to all of which terms,
      provisions and conditions the registered holder of this Warrant Certificate
      consents by acceptance hereof.  The Warrant Agreement is incorporated
      herein by reference and made a part hereof and reference is made to the Warrant
      Agreement for a full description of the rights, limitations of rights,
      obligations, duties and immunities of the Warrant Agent, the Company and the
      holders of the Warrant Certificates.  Copies of the Warrant Agreement
      are available for inspection at the stock transfer office of the Warrant Agent
      or may


    
      
        
          Exhibit
            A to
            Warrant Agreement – page 1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    be
      obtained upon written request addressed to the Company at Healthy Fast Food,
      Inc., 1075 American Pacific, Suite C, Henderson, Nevada 89074, Attention: Chief
      Financial Officer.

    


    The
      Company shall
      not be required upon the exercise of the Warrants evidenced by this Warrant
      Certificate to issue fractions of Warrants, Common Stock or other securities,
      but shall make adjustment therefor in cash on the basis of the current market
      value of any fractional interest as provided in the Warrant
      Agreement.

    


    In
      certain cases, the sale of securities by the Company upon exercise of Warrants
      would violate the securities laws of the United States, certain states thereof
      or other jurisdictions.  The Company has agreed to use all
      commercially reasonable efforts to cause a registration statement to continue
      to
      be effective during the term of the Warrants with respect to such sales under
      the Securities Act of 1933, and to take such action under the laws of various
      states as may be required to cause the sale of securities upon exercise to
      be
      lawful.  However, the Company will not be required to honor the
      exercise of Warrants if, in the opinion of the Board of Directors, upon advice
      of counsel, the sale of securities upon such exercise would be
      unlawful.  In certain cases, the Company may, but is not required to,
      purchase Warrants submitted for exercise for a cash price equal to the
      difference between the market price of the securities obtainable upon such
      exercise and the exercise price of such Warrants.  If the Warrants
      would otherwise expire while not exercisable as a result of any such
      determination by the Board of Directors, their Expiration Date will be extended
      to a date 30 days after the Warrants once again become exercisable.

    


    This
      Warrant
      Certificate, with or without other Certificates, upon surrender to the Warrant
      Agent, any successor warrant agent or, in the absence of any successor warrant
      agent, at the corporate offices of the Company, may be exchanged for another
      Warrant Certificate or Certificates evidencing in the aggregate the same number
      of Warrants as the Warrant Certificate or Certificates so
      surrendered.  If the Warrants evidenced by this Warrant Certificate
      shall be exercised in part, the holder hereof shall be entitled to receive
      upon
      surrender hereof another Warrant Certificate or Certificates evidencing the
      number of Warrants not so exercised.

    


    No
      holder of this Warrant Certificate, as such, shall be entitled to vote, receive
      dividends or be deemed the holder of Common Stock or any other securities of
      the
      Company which may at any time be issuable on the exercise hereof for any purpose
      whatever, nor shall anything contained in the Warrant Agreement or herein be
      construed to confer upon the holder of this Warrant Certificate, as such, any
      of
      the rights of a stockholder of the Company or any right to vote for the election
      of directors or upon any matter submitted to stockholders at any meeting thereof
      or give or withhold consent to any corporate action (whether upon any matter
      submitted to stockholders at any meeting thereof, or give or withhold consent
      to
      any merger, recapitalization, issuance of stock, reclassification of stock,
      change of par value or change of stock to no par value, consolidation,
      conveyance or otherwise) or to receive notice of meetings or other actions
      affecting stockholders (except as provided in the Warrant Agreement) or to
      receive dividends or subscription rights or otherwise until the Warrants
      evidenced by this Warrant Certificate shall have been exercised and the Common
      Stock purchasable upon the exercise thereof shall have become deliverable as
      provided in the Warrant Agreement.


    
      
        
          Exhibit
            A to
            Warrant Agreement – page 2

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    If
      this Warrant Certificate shall be surrendered for exercise within any period
      during which the transfer books for the Company’s Common Stock or other class of
      stock purchasable upon the exercise of the Warrants evidenced by this Warrant
      Certificate are closed for any purpose, the Company shall not be required to
      make delivery of certificates for shares purchasable upon such transfer until
      the date of the reopening of said transfer books.

    


    Every
      holder of
      this Warrant Certificate by accepting the same consents and agrees with the
      Company, the Warrant Agent, and with every other holder of a Warrant Certificate
      that:

    


    (a)           this
      Warrant Certificate is transferable on the registry books of the Warrant Agent
      only upon the terms and conditions set forth in the Warrant Agreement,
      and

    


    (b)           the
      Company and the Warrant Agent may deem and treat the person in whose name this
      Warrant Certificate is registered as the absolute owner hereof (notwithstanding
      any notation of ownership or other writing thereon made by anyone other than
      the
      Company or the Warrant Agent) for all purposes whatever and neither the Company
      nor the Warrant Agent shall be affected by any notice to the
      contrary.  The Company shall not be required to issue or deliver any
      certificate for shares of Common Stock or other securities upon the exercise
      of
      Warrants evidenced by this Warrant Certificate until any tax which may be
      payable in respect thereof by the holder of this Warrant Certificate pursuant
      to
      the Warrant Agreement shall have been paid, such tax being payable by the holder
      of this Warrant Certificate at the time of surrender.

    


    This
      Warrant
      Certificate shall not be valid or obligatory for any purpose until it shall
      have
      been countersigned by the Warrant Agent.

    


    (Remainder
      of
      page intentionally left blank; signature page follows)

    



    
      
        
           Exhibit
            A to
            Warrant Agreement – page 3

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WITNESS
      the
      facsimile signatures of the proper officers of the Company and its corporate
      seal.

    


    Dated:______________

    


    HEALTHY
      FAST FOOD,
      INC.

    


    


    By:                                                                           

    Name:

    Title:

    


    Attest:                                                                           

    Secretary

    


    Countersigned:

    


    


    By:                                                                

    Authorized
      Officer

    



    
      
        
          Exhibit
            A to
            Warrant Agreement – page 4

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    VOID
      AFTER 5 P.M.
      MOUNTAIN TIME ON _________________, 2012

    


    CLASS
      B WARRANTS TO
      PURCHASE COMMON STOCK

    WA__________                                                                                                                                          Warrants

    


    Healthy
      Fast Food, Inc.

    


    CUSIP_____________

    


    THIS
      CERTIFIES
      THAT

    or
      registered assigns, is the registered holder of the number of Class B Warrants
      (“Warrants”) set forth above.  Each Warrant, unless and until
      redeemed by the Company as provided in the Warrant Agreement, hereinafter more
      fully described (the “Warrant Agreement”) entitles the holder thereof to
      purchase from Healthy Fast Food, Inc., a corporation incorporated under the
      laws
      of the State of Nevada (“Company”), subject to the terms and conditions
      set forth hereinafter and in the Warrant Agreement, at any time on or after
      _____________, 2007 and before the close of business on ______________, 2012
      (“Expiration Date”), one fully paid and non-assessable share of Common
      Stock of the Company (“Common Stock”) upon presentation and surrender of
      this Warrant Certificate, with the instructions for the registration and
      delivery of Common Stock filled in, at the stock transfer office in Golden,
      Colorado, of Computershare Trust Company, N.A., Warrant Agent of the Company
      (“Warrant Agent”) or of its successor warrant agent or, if there be no
      successor warrant agent, at the corporate offices of the Company, and upon
      payment of the Exercise Price (as defined in the Warrant Agreement) and any
      applicable taxes paid either in cash, or by certified or official bank check,
      payable in lawful money of the United States of America to the order of the
      Company.  Each Warrant initially entitles the holder to purchase one
      share of Common Stock for $12.00.  The number and kind of securities
      or other property for which the Warrants are exercisable are subject to
      adjustment in certain events, such as mergers, splits, stock dividends, splits
      and the like, to prevent dilution.  The Company may redeem any or all
      outstanding and unexercised Warrants by giving not less than 30 days prior
      notice at any time after the later of _____________, 2008 and the date on which
      a total of 25 EVOS restaurants have been opened in the Company’s exclusive
      12-state territory.  The Redemption Price is $0.25 per
      Warrant.  All Warrants not theretofore exercised will expire on the
      Expiration Date.

    


    This
      Warrant
      Certificate is subject to all of the terms, provisions and conditions of the
      Warrant Agreement, dated as
      of                        ,
      2007, between the Company and the Warrant Agent, to all of which terms,
      provisions and conditions the registered holder of this Warrant Certificate
      consents by acceptance hereof.  The Warrant Agreement is incorporated
      herein by reference and made a part hereof and reference is made to the Warrant
      Agreement for a full description of the rights, limitations of rights,
      obligations, duties and immunities of the Warrant Agent, the Company and the
      holders of the Warrant Certificates.  Copies of the Warrant Agreement
      are available for inspection at the stock transfer office of the Warrant Agent
      or may be obtained upon written request addressed to the Company at Healthy
      Fast
      Food, Inc., 1075 American Pacific, Suite C, Henderson, Nevada 89074, Attention:
      Chief Financial Officer.


    
      
        
          Exhibit
            B to
            Warrant Agreement – page 1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    The
      Company shall
      not be required upon the exercise of the Warrants evidenced by this Warrant
      Certificate to issue fractions of Warrants, Common Stock or other securities,
      but shall make adjustment therefor in cash on the basis of the current market
      value of any fractional interest as provided in the Warrant
      Agreement.

    


    In
      certain cases, the sale of securities by the Company upon exercise of Warrants
      would violate the securities laws of the United States, certain states thereof
      or other jurisdictions.  The Company has agreed to use all
      commercially reasonable efforts to cause a registration statement to continue
      to
      be effective during the term of the Warrants with respect to such sales under
      the Securities Act of 1933, and to take such action under the laws of various
      states as may be required to cause the sale of securities upon exercise to
      be
      lawful.  However, the Company will not be required to honor the
      exercise of Warrants if, in the opinion of the Board of Directors, upon advice
      of counsel, the sale of securities upon such exercise would be
      unlawful.  In certain cases, the Company may, but is not required to,
      purchase Warrants submitted for exercise for a cash price equal to the
      difference between the market price of the securities obtainable upon such
      exercise and the exercise price of such Warrants.  If the Warrants
      would otherwise expire while not exercisable as a result of any such
      determination by the Board of Directors, their Expiration Date will be extended
      to a date 30 days after the Warrants once again become exercisable.

    


    This
      Warrant
      Certificate, with or without other Certificates, upon surrender to the Warrant
      Agent, any successor warrant agent or, in the absence of any successor warrant
      agent, at the corporate offices of the Company, may be exchanged for another
      Warrant Certificate or Certificates evidencing in the aggregate the same number
      of Warrants as the Warrant Certificate or Certificates so
      surrendered.  If the Warrants evidenced by this Warrant Certificate
      shall be exercised in part, the holder hereof shall be entitled to receive
      upon
      surrender hereof another Warrant Certificate or Certificates evidencing the
      number of Warrants not so exercised.

    


    No
      holder of this Warrant Certificate, as such, shall be entitled to vote, receive
      dividends or be deemed the holder of Common Stock or any other securities of
      the
      Company which may at any time be issuable on the exercise hereof for any purpose
      whatever, nor shall anything contained in the Warrant Agreement or herein be
      construed to confer upon the holder of this Warrant Certificate, as such, any
      of
      the rights of a stockholder of the Company or any right to vote for the election
      of directors or upon any matter submitted to stockholders at any meeting thereof
      or give or withhold consent to any corporate action (whether upon any matter
      submitted to stockholders at any meeting thereof, or give or withhold consent
      to
      any merger, recapitalization, issuance of stock, reclassification of stock,
      change of par value or change of stock to no par value, consolidation,
      conveyance or otherwise) or to receive notice of meetings or other actions
      affecting stockholders (except as provided in the Warrant Agreement) or to
      receive dividends or subscription rights or otherwise until the Warrants
      evidenced by this Warrant Certificate shall have been exercised and the Common
      Stock purchasable upon the exercise thereof shall have become deliverable as
      provided in the Warrant Agreement.

    


    If
      this Warrant Certificate shall be surrendered for exercise within any period
      during which the transfer books for the Company’s Common Stock or other class of
      stock purchasable upon the exercise of the Warrants evidenced by this Warrant
      Certificate are closed for any


    
      
        
          Exhibit
            B to
            Warrant Agreement – page 2

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    purpose,
      the Company shall not be required to make delivery of certificates for shares
      purchasable upon such transfer until the date of the reopening of said transfer
      books.

    


    Every
      holder of
      this Warrant Certificate by accepting the same consents and agrees with the
      Company, the Warrant Agent, and with every other holder of a Warrant Certificate
      that:

    


    (a)           this
      Warrant Certificate is transferable on the registry books of the Warrant Agent
      only upon the terms and conditions set forth in the Warrant Agreement,
      and

    


    (b)           the
      Company and the Warrant Agent may deem and treat the person in whose name this
      Warrant Certificate is registered as the absolute owner hereof (notwithstanding
      any notation of ownership or other writing thereon made by anyone other than
      the
      Company or the Warrant Agent) for all purposes whatever and neither the Company
      nor the Warrant Agent shall be affected by any notice to the
      contrary.  The Company shall not be required to issue or deliver any
      certificate for shares of Common Stock or other securities upon the exercise
      of
      Warrants evidenced by this Warrant Certificate until any tax which may be
      payable in respect thereof by the holder of this Warrant Certificate pursuant
      to
      the Warrant Agreement shall have been paid, such tax being payable by the holder
      of this Warrant Certificate at the time of surrender.

    


    This
      Warrant
      Certificate shall not be valid or obligatory for any purpose until it shall
      have
      been countersigned by the Warrant Agent.

    


    (Remainder
      of
      page intentionally left blank; signature page follows)

    



    
      
        
          Exhibit
            B to
            Warrant Agreement – page 3

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WITNESS
      the
      facsimile signatures of the proper officers of the Company and its corporate
      seal.

    


    Dated:______________

    


    HEALTHY
      FAST FOOD,
      INC.

    


    


    By:                                                                           

    Name:

    Title:

    


    Attest:                                                                           

    Secretary

    


    Countersigned:

    


    


    By:                                                                

    Authorized
      Officer

     

     

     

     

     

     

     

     

    
      Exhibit
        B to
        Warrant Agreement – page 4