Unassociated Document


    
      EXHIBIT
        4.2

       

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

       

      SERIES
        B
        WARRANT TO PURCHASE

       

      SHARES
        OF
        COMMON STOCK

       

      OF

       

      VICTORY
        DIVIDE MINING COMPANY 

       

      Expires
        on October 2, 2012

      

        
          	
                  No.:
                    W-B-07- 

                	
                  Number
                    of Shares: Up to _________

                
	
                  Date
                    of Issuance: October 3, 2007

                	 



      

        
        

      FOR
        VALUE
        RECEIVED, the undersigned, Victory Divide Mining Company, a Nevada corporation
        (together with its successors and assigns, the “Issuer”),
        hereby certifies that ______________
        or
        its
        registered assigns (the “Holder”)
        is
        entitled to subscribe for and purchase, during the Term (as hereinafter
        defined), up to __________
        shares
        (subject to adjustment as hereinafter provided) of the duly authorized, validly
        issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise
        price per share equal to the Warrant Price then in effect, subject, however,
        to
        the provisions and upon the terms and conditions hereinafter set forth.


       

      1. Term.
        The
        term of this Warrant shall commence on October 3, 2007 and shall expire at
        6:00
        p.m., Eastern Time, on October 2, 2012 (such period being the “Term”
and
        such date, the “Termination
        Date”).

       

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

       

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


      
        
           

        

        
          1

          
            

          

        

        
           

        

      


       

      (b) Method
        of Exercise.
        The
        Holder hereof may exercise this Warrant, in whole or in part, by the surrender
        of this Warrant (with the exercise form attached hereto duly executed) at
        the
        principal office of the Issuer, and by the payment to the Issuer of an amount
        of
        consideration therefor equal to the Warrant Price in effect on the date of
        such
        exercise multiplied by the number of shares of Warrant Stock with respect
        to
        which this Warrant is then being exercised, payable at such Holder’s election
        (i) by certified or official bank check or by wire transfer to an account
        designated by the Issuer, (ii) by “cashless exercise” in accordance with Section
        2(c), but only when a registration statement under the Securities Act providing
        for the resale of the Warrant Stock is not then in effect, or (iii) by a
        combination of the foregoing methods of payment selected by the Holder of
        this
        Warrant.

       

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

      
        	 	 
	 	
                X
                  =
                  Y - (A)(Y)

              
	 	
                B

              
	 	 	 
	
                Where
                  

              	
                X
                  =
                  

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

              
	 	 	 
	 	
                Y
                  =
                  

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

              
	 	 	 
	 	
                A
                  =
                  

              	
                the
                  Warrant Price.

              
	 	 	 
	 	
                B
                  =
                  

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

              


      

       

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


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


       

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

       

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


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


       

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

       

      (h) Compliance
        with Securities Laws.

       

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

       

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

       

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

       

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


      
        
           

        

        
          4

          
            

          

        

        
           

        

      


       

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

       

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

       

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


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


       

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

       

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

       

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

       

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


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


       

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

       

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

       

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


      
        
           

        

        
          7

          
            

          

        

        
           

        

      


       

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

       

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

       

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

       

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

       

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

       

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


      
        
           

        

        
          8

          
            

          

        

        
           

        

      


       

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

       

      (i) cash,

       

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

       

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

       

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


      
        
           

        

        
          9

          
            

          

        

        
           

        

      


       

      (d) Issuance
        of Additional Shares of Common Stock.
        

       

      (i) For
        the
        period commencing on the Original Issue Date and ending on the two (2) year
        anniversary of the Original Issue Date, in the event the Issuer shall issue
        any
        Additional Shares of Common Stock (otherwise than as provided in the foregoing
        subsections (a) through (c) of this Section 4), at a price per share less
        than
        the Warrant Price then in effect or without consideration, then the Warrant
        Price upon each such issuance shall be adjusted to the price equal to the
        consideration per share paid for such Additional Shares of Common
        Stock.

       

      (ii) For
        the
        period commencing on the two (2) year anniversary of the Original Issue Date
        and
        ending on the Termination Date, in the event the Issuer shall issue any
        Additional Shares of Common Stock (otherwise than as provided in the foregoing
        subsections (a) through (c) of this Section 4), at a price per share less
        than
        the Warrant Price then in effect or without consideration, then the Warrant
        Price then in effect shall multiplied by a fraction (a) the numerator of
        which
        shall be equal to the sum of (x) the number of shares of outstanding Common
        Stock immediately prior to the issuance of such Additional Shares of Common
        Stock plus (y) the number of shares of Common Stock (rounded to the nearest
        whole share) which the aggregate consideration for the total number of such
        Additional Shares of Common Stock so issued would purchase at a price per
        share
        equal to the Warrant Price then in effect and (b) the denominator of which
        shall
        be equal to the number of shares of outstanding Common Stock immediately
        after
        the issuance of such Additional Shares of Common Stock. For purposes of this
        Section, all shares of Common Stock issuable upon exercise of options
        outstanding immediately prior to such issue or upon conversion of Convertible
        Securities (as defined below) (including Series A Convertible Preferred Stock
        of
        the Company, par value $.001 per share) outstanding immediately prior to
        such
        issue are deemed outstanding. No adjustment of the number of shares of Common
        Stock for which this Warrant shall be exercisable shall be made pursuant
        to this
        Section 4(d)(ii) upon the issuance of any Additional Shares of Common Stock
        which are issued pursuant to the exercise of any Common Stock Equivalents,
        if
        any such adjustment shall previously have been made upon the issuance of
        such
        Common Stock Equivalents (or upon the issuance of any warrant or other rights
        therefor) pursuant to Section 4(e).

       

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


      
        
           

        

        
          10

          
            

          

        

        
           

        

      


       

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

       

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


      
        
           

        

        
          11

          
            

          

        

        
           

        

      


       

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

       

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

       

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

       

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

       

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


      
        
           

        

        
          12

          
            

          

        

        
           

        

      


       

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

       

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

       

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

       

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


      
        
           

        

        
          13

          
            

          

        

        
           

        

      


       

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

       

      “Additional
        Shares of Common Stock”
means
        all shares of Common Stock issued by the Issuer after the Original Issue
        Date,
        and all shares of Other Common, if any, issued by the Issuer after the Original
        Issue Date, except: (i) securities issued pursuant to a bona fide firm
        underwritten public offering of the Company’s securities, provided such
        underwritten public offering has been approved in advance by the holders
        of more
        than fifty percent (50%) of the then outstanding shares of Series A (the
        “Majority
        Holders”),
        (ii)
        securities issued (other than for cash) in connection with a strategic merger,
        acquisition, or consolidation, provided that the issuance of such securities
        in
        connection with such strategic merger, acquisition, or consolidation has
        been
        approved in advance by the Majority Holders, (iii) securities issued pursuant
        to
        the conversion or exercise of convertible or exercisable securities issued
        or
        outstanding on or prior to the date of the Purchase Agreement or issued pursuant
        to the Purchase Agreement (so long as the conversion or exercise price in
        such
        securities are not amended to lower such price and/or adversely affect the
        Holders), (iv) the Warrant Stock, (v) securities issued in connection with
        bona
        fide strategic license agreements or other partnering arrangements so long
        as
        such issuances are not for the purpose of raising capital and provided that
        the
        issuance of such securities in connection with such bona fide strategic license
        agreements or other partnering arrangements has been approved in advance
        by the
        Majority Holders, (vi) Common Stock issued or the issuance or grants of options
        to purchase Common Stock pursuant to the Issuer’s equity incentive plans
        outstanding as they exist on the date of the Purchase Agreement, (vii) the
        issuance or grants of options to purchase Common Stock to employees, officers
        or
        directors of the Issuer pursuant to any equity incentive plan duly adopted
        by
        the Board or a committee thereof established for such purpose so long as
        such
        issuances in the aggregate do not exceed ten percent (10)% of the issued
        and
        outstanding shares of Common Stock as of the Original Issue Date and the
        specified price at which the options may be exercised is equal to or greater
        than the Per Share Market Value as of the date of such grant, and (viii)
        any
        warrants, shares of Common Stock or other securities issued to a placement
        agent
        and its designees for the transactions contemplated by the Purchase Agreement
        or
        in any other sales of the Issuer’s securities and any securities issued in
        connection with any financial advisory agreements of the Issuer and the shares
        of Common Stock issued upon exercise of any such warrants or conversions
        of any
        such other securities.

       

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


      
        
           

        

        
          14

          
            

          

        

        
           

        

      


       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Original
        Issue Date”
means
        October 3, 2007.

       

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

       

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


      
        
           

        

        
          15

          
            

          

        

        
           

        

      


       

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

       

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

       

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

       

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


      
        
           

        

        
          16

          
            

          

        

        
           

        

      


       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
           

        

        
          17

          
            

          

        

        
           

        

      


       

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

       

      “Warrant
        Price”
        initially means $3.50, as such price may be adjusted from time to time as
        shall
        result from the adjustments specified in this Warrant, including Section
        4
        hereto.

       

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

       

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

       

      10. Other
        Notices.
        In case
        at any time:

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
           

        

        
          18

          
            

          

        

        
           

        

      


       

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

       

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

       

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


      
        
           

        

        
          19

          
            

          

        

        
           

        

      


       

      


      
        	
                If
                  to the Issuer: 

                 

              	
                Victory
                  Divide Mining Company

                c/o
                  Heilongjiang Yanglin Soybean Group

                No.
                  99 Fanrong Street 

                Jixian
                  Town Heilongjiang 

                People’s
                  Republic of China 155900  

                Tel:
                  86-469-467-8077

                Fax:
                  86-469-469-3000 

                Email:kingbode1@163.com

              
	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Guzov
                  Ofsink, LLC

                600
                  Madison Avenue, 14th Floor

                New
                  York, New York 10022

                Attention:
                  Darren Ofsink

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

                Fax
                  No.: (212) 688-7273

              
	 	 
	
                If
                  to any Holder:

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

              
	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Loeb
                  & Loeb LLP

                345
                  Park Avenue

                New
                  York, NY 10154

                Attn:
                  Mitchell Nussbaum

                Facsimile:
                  212-407-4000 

              


      

       

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

       

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


      
        
           

        

        
          20

          
            

          

        

        
           

        

      


       

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

       

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

       

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

       

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

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
           

        

        
          21

          
            

          

        

        
           

        

      


       

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

       

      VICTORY
        DIVIDE MINING COMPANY

       

      By:
        ___/s/
        Shulin Liu____

      Name:
        Shulin Liu 

      Title:
        Chief Executive Officer


      
        
           

        

        
          22

          
            

          

        

        
           

        

      


       

      EXERCISE
        FORM

       

      SERIES
        B
        WARRANT

       

      VICTORY
        DIVIDE MINING COMPANY

       

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

      
        
           

          
            	
                    Dated:
                      

                  	 	 	Signature	 
	 	 	 	 	 
	 	 	 	
                    Address

                  	 
	 	 	 	 	 
	 	 	 	 	 


          

             

        

      

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

       

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

       

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

       

      Cash
        Exercise_______

       

      Cashless
        Exercise_______

       

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

       

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

       

      X
        = Y -
(A)(Y)

      B

       

      Where:

       

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


      
        
           

        

        
          23

          
            

          

        

        
           

        

      


       

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

       

      The
        Warrant Price ______________ (“A”).

       

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

       

      ASSIGNMENT

       

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

      
        
            
  


          
            	
                    Dated:
                      

                  	 	 	Signature	 
	 	 	 	 	 
	 	 	 	
                    Address

                  	 
	 	 	 	 	 
	 	 	 	 	 


          

           

        

      

      PARTIAL
        ASSIGNMENT

       

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

      
        
           

          
            	
                    Dated:
                      

                  	 	 	Signature	 
	 	 	 	 	 
	 	 	 	
                    Address

                  	 
	 	 	 	 	 
	 	 	 	 	 


          

           

        

      

      FOR
        USE
        BY THE ISSUER ONLY:

       

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


      
        
           

        

        
          24