ex4_25.htm


    
      

    

    Exhibit
      4.25

    


    
      
        	 	
                THE
                  SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT
                  AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
                  AS AMENDED,
                  OR ANY APPLICABLE STATE SECURITIES LAW.  THESE SECURITIES MAY
                  NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
                  OR AN
                  EXEMPTION THEREFROM UNDER SAID ACT.  ADDITIONALLY, THE TRANSFER
                  OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THAT
                  CERTAIN
                  LOAN AGREEMENT ATTACHED HERETO (INDIVIDUALLY AND COLLECTIVELY REFERRED
                  TO
                  HEREIN AS THE “NOTE”), EXECUTED BY BAYWOOD INTERNATIONAL, INC., A NEVADA
                  CORPORATION (THE “COMPANY”), AS MAKER, IN FAVOR OF THE LENDER (AS THE SAME
                  MAY BE AMENDED AND RESTATED FROM TIME TO TIME).  NO TRANSFER OF
                  THESE SECURITIES WILL BE VALID OR EFFECTIVE UNTIL THE CONDITIONS
                  OF THE
                  NOTE AND THE TERMS OF THIS WARRANT HAVE BEEN FULFILLED. COPIES
                  OF THE NOTE
                  MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER
                  OF RECORD
                  OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.

              	 


      



    BAYWOOD
      INTERNATIONAL, INC.

    COMMON
      STOCK PURCHASE WARRANT

    


    
      	
              No.
                W – 038

            	
              Issuance
                Date:  June 28, 2006

            


    

    


    
      	
               

            	
              1.

            	
              Warrant

            


    

    


    1.1           Grant
      of Warrant.  Baywood International, Inc., a Nevada corporation
      (the “Company”), hereby certifies that, for good and valuable consideration, the
      receipt of which is hereby acknowledged, the purchaser of this Warrant, Ira
      J.
      Gaines, (“Holder”), is entitled, subject to the terms set forth below and the
      terms and conditions of the Note attached hereto executed by the Company in
      favor of the Holder, to purchase at the Exercise Price (as defined in Section
      1.2), from the Company at any time or from time to time during the Exercise
      Period (as defined in Section 9), One Hundred Twenty Thousand (120,000)
      unregistered shares of the Company’s fully paid and non-assessable common stock,
      par value $0.001 per share (the “Common Stock”).  Holder acknowledges
      that the number of common shares described in the preceding sentence is the
      total of all common shares that the Holder is entitled to acquire under the
      Note
      attached hereto.

    


    1.2           Exercise
      Price.  Holder shall pay a per share purchase price of $0.02 for
      each share of the Company’s Common Stock purchased under this Warrant (such
      price per share is referred to herein as the “Exercise Price”).

    


    1.3           Adjustments
      for Issuance of Common Stock and Amount of Outstanding Common
      Stock.  If there shall occur any stock split, stock dividend,
      reverse stock split, or other subdivision of the Company’s Common Stock (“Stock
      Event”), for which the Company receives no new value, then the number of shares
      of Common Stock to be received by the Holder of this Warrant shall be
      appropriately adjusted (upward or downward) so that the proportion of (a) the
      number of shares issuable hereunder, plus the number of shares of Warrant Stock
      (as defined below) held by the Holder of this Warrant, to (b) the total number
      of shares of the Company (on a fully diluted basis) prior to such Stock Event
      is
      equal to the proportion of (x) the number of shares issuable hereunder, plus
      the
      number of shares of Warrant Stock held by the Holder of this Warrant after
      such
      Stock Event to (y) the total number of shares of the Company (on a fully diluted
      basis) after such Stock Event.  No adjustment to the Exercise Price
      shall be made in connection with any adjustment of the number of shares of
      Common Stock receivable upon exercise of this Warrant, except that the Exercise
      Price shall be proportionally decreased or increased upon the occurrence of
      any
      stock split, stock dividend, reverse stock split or other subdivision of the
      Common Stock so that the aggregate Exercise Price payable if the Warrant was
      exercised in full shall be the same both before and after the Stock Event;
      provided, however, that in no event will the Exercise Price be less than the
      par
      value of the Common Stock.  The provisions of this Section 1.3 shall
      not apply if the Company issues its Common Stock or other securities for new
      consideration or if it repurchases its own shares.  For purposes of
      this Section 1.3, “Warrant Stock” means shares of Common Stock issued to the
      Holder upon the partial exercise of this Warrant.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              2.

            	
              Exercise
                of Warrant.

            


    

    


    2.1           Exercise.  This
      Warrant may be exercised, prior to its expiration pursuant to Section 2.3,
      by
      the Holder hereof at any time or from time to time during the Exercise Period
      (as defined in Section 9), by surrender of this Warrant, with the form of
      subscription at the end hereof duly executed by such holder, to the Company
      at
      its principal office, accompanied by payment, by certified or official bank
      check payable to the order of the Company or by wire transfer to its account,
      in
      the amount obtained by multiplying the number of shares of Common Stock for
      which this Warrant is then being exercised by the Exercise Price.  In
      the event the Warrant is not exercised in full, the Company, at its expense,
      will forthwith issue and deliver to, or upon the order of, the Holder hereof
      a
      new Warrant or Warrants of like tenor, in the name of the holder hereof or
      as
      such Holder (upon payment by such Holder of any applicable transfer taxes)
      may
      request, having in the aggregate in Section 1.1 thereof the number of shares
      of
      Common Stock equal (subject to any adjustment provided for herein) to the number
      of such shares called for in Section 1.1 of this Warrant minus the number of
      such shares (subject to any adjustment provided for herein) for which this
      Warrant shall have been exercised.  Upon exercise of this Warrant in
      accordance with this Section 2.1, the Holder shall be, and shall be deemed
      to
      be, for all purposes, a holder of record of the number of shares of Common
      Stock
      for which this Warrant has been exercised, notwithstanding any delay or failure
      of the Company to issue stock certificates as provided in Section 3
      hereof.  Immediately upon exercise, the Holder shall have the right to
      vote on all matters on which holders of Common Stock have a right to vote,
      shall
      be deemed a record holder for the purposes of voting, dividends or any other
      distributions, and shall have all other rights of a stockholder of record under
      the laws of the State of Nevada.  Upon any exercise of this Warrant,
      in whole or in part, the Holder shall pay the aggregate Exercise Price with
      respect to the shares of Common Stock for which this Warrant is then being
      exercised (collectively, the “Exercise Shares”) by payment of cash in the form
      referred to in the first sentence of this Section 2.1.

    


    2.2           Class
      of Stock Receivable Upon Exercise.  If at the time of exercise the
      Company has more than one class of Common Stock outstanding, the shares of
      Common Stock receivable upon exercise of this Warrant shall be the shares of
      Common Stock designated herein upon such exercise by the Holder.  If
      at any time the Common Stock to which this Warrant is applicable is converted
      into any other class of stock (“Other Securities”), this Warrant shall continue
      in force and effect and shall be applicable with respect to such Other
      Securities.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    2.3           Termination.  This
      Warrant shall terminate upon the earlier to occur of (a) the exercise in full,
      or (b) at 5:00 p.m. (Phoenix Time) on June 28, 2009.

    


    
      	
               

            	
              3.

            	
              Delivery
                of Stock Certificates on
                Exercise.

            


    

    


    3.1           Delivery.  As
      soon as practicable after the exercise of this Warrant in full or in part,
      and
      in any event within seven business days thereafter, the Company, at its expense
      (including the payment by it of any applicable issue taxes), will cause to
      be
      issued in the name of and delivered to the Holder hereof, or as such Holder
      (upon payment by such holder of any applicable transfer taxes) may direct,
      a
      certificate or certificates for the number of fully paid and non-assessable
      shares of Common Stock (or Other Securities (as defined in Section 2.2)) to
      which such Holder shall be entitled on such exercise, together with any other
      stock or other securities and property (including cash, where applicable) to
      which such holder is entitled upon such exercise.

    


    3.2           Legend.  The
      Company may cause the following legend to be set forth on each certificate
      representing shares of Common Stock acquired under this Warrant or any other
      security issued or issuable upon the exercise of this Warrant, unless counsel
      for the Company is of the opinion as to any such certificate that such legend
      is
      unnecessary:

    


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933 (THE “ACT”) OR APPLICABLE STATE LAW AND MAY NOT BE OFFERED, SOLD OR
      OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS REGISTERED UNDER THE
      ACT
      AND STATE LAW, OR, UNLESS IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE
      SATISFACTORY TO THE ISSUER OF THE SECURITIES, SUCH OFFER, SALE, OR TRANSFER,
      PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

    


    3.3           Fractional
      Shares.  In the event that the exercise of this Warrant, in
      whole  or in part, results in the issuance of any fractional share of
      Common Stock, then in such event the Holder shall be entitled to cash equal
      to
      the fair market value of such fractional share as determined in good faith
      by
      the Company’s Board of Directors.

    


    4.           Continuation
      of Terms.  Upon any reorganization, consolidation, merger or
      transfer (and any dissolution following any transfer) of the Company, this
      Warrant shall continue in full force and effect and the terms hereof shall
      be
      applicable to the shares of stock and other securities and property receivable
      on the exercise of this Warrant after the consummation of such reorganization,
      consolidation or merger, or the effective date of dissolution following any
      such
      transfer, as the case may be, and shall be binding upon the issuer of any stock
      or other securities, including, in the case of any such transfer, the person
      acquiring all or substantially all of the properties or assets of the Company,
      whether or not such person shall have expressly assumed the terms of this
      Warrant.

    


    5.           No
      Impairment; No Preemptive Rights.  The Company will not, by
      amendment of its Articles of Incorporation (or similar documents) or through
      any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms of the 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 action as may be necessary or appropriate in order to protect
      the rights of the holder of the Warrant.  Nothing in this Warrant
      shall grant (or be construed to grant) Holder any preemptive or other
      preferential rights with respect to the issuance of any class of the Company
      debt or equity securities.



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    6.           Notices.  In
      the event of:

    


    (a)           any
      capital reorganization of the Company, any reclassification or recapitalization
      of the capital stock of the Company or any transfer of all or substantially
      all
      the assets of the Company to or any consolidation or merger of the Company
      with
      or into any other Person; or

    


    (b)           any
      voluntary or involuntary dissolution, liquidation or winding-up of the
      Company;

    


    then,
      and
      in each such event, the Company will mail or cause to be mailed to the holder
      of
      this Warrant a notice specifying the date on which any such reorganization,
      reclassification, recapitalization, transfer, consolidation, merger,
      dissolution, liquidation or winding-up is anticipated to take place, and the
      time, if any is to be fixed, as of which the holders of record of Common Stock
      (or Other Securities) shall be entitled to exchange their shares of Common
      Stock
      (or Other Securities) for securities or other property deliverable on such
      reorganization, reclassification, recapitalization, transfer, consolidation,
      merger, dissolution, liquidation or winding-up.  Such notice shall be
      mailed at least 15 days prior to the date specified in such notice on which
      any
      such record or other action is to be taken.

    


    7.           Reservation
      of Stock Issuable on Exercise of Warrant.  The Company will at all
      times reserve and keep available, solely for issuance and delivery on the
      exercise of this Warrant, a number of shares of Common Stock equal to the total
      number of shares of Common Stock from time to time issuable upon exercise of
      this Warrant, and, from time to time, will take all steps necessary to amend
      its
      Articles of Incorporation to provide sufficient reserves of shares of Common
      Stock issuable upon exercise of this Warrant, which is not reflected on its
      corporate register and which is not in compliance with federal and state
      securities laws.

    


    8.           Registered
      Form.  This Warrant shall be in registered form only in accordance
      with the Note.  The Company shall treat the person reflected on its
      corporate register as the Holder of the Warrant.  The Company shall
      not be obligated to recognize any transfer of this Warrant which is not
      reflected in its corporate register and which is not in compliance with federal
      and state securities laws.

    


    9.           Definitions.  As
      used herein the following terms, unless the context otherwise requires, have
      the
      following respective meanings:

    


    (a)           The
      term “Common Stock” includes (i) the Company’s Common Stock, par value $0.001
      per share (the “Common Stock”), (ii) any other capital stock of any class or
      classes (however designated) of the Company, the holders of which shall have
      the
      right, without limitation as to amount, either to all or to a share of the
      balance of current dividends and liquidating dividends after the payment of
      dividends and distributions on any shares entitled to preference, and (iii)
      any
      other securities into which or for which any of the securities described in
      clauses (i) or (ii) above have been converted or exchanged pursuant to a plan
      of
      recapitalization, reorganization, merger, sale of assets or
      otherwise.

    


    (b)           The
      term “Exercise Period” shall mean the period beginning on the date of issuance
      and ending at 5:00 p.m. on June 28, 2009.

    


    (c)           The
      term “Warrant Stock” means shares of Common Stock issued to the holder upon the
      exercise of this Warrant.

    


    (d)           The
      term “Other Securities” shall have the meaning stated in Section
      2.2.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    10.           Warrant
      Agent.  The Company may, by written notice to the holder of this
      Warrant, appoint an agent having an office in Phoenix, Arizona for the purpose
      of issuing Common Stock on the exercise of this Warrant pursuant to Section
      2
      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.

    


    11.           Promissory
      Note.  This Warrant is issued pursuant to the terms and conditions
      of the aforementioned Note and shall be subject to all terms and conditions
      thereof pertaining to the Company’s issuance of Warrants.

    


    12.           Accredited
      Investor.  The Holder of this Warrant is an “Accredited Investor”
as such term is defined in the Securities Act of 1933 and any regulation
      issued
      thereunder.  By accepting this Warrant, the Holder represents and
      warrants to the Company that he is an Accredited Investor, as defined
      above.

    


    13.           Remedies.  The
      Company stipulates that the remedies at law of the holder of this Warrant in
      the
      event of any default or threatened default by the Company in the performance
      of
      or compliance with any of the terms of this Warrant are not and will not be
      adequate, and that 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.

    


    14.           Benefit.  This
      Warrant shall be binding upon, and inure solely to the benefit of the Company
      and Holder and no other person shall acquire or have any right under or by
      virtue of this Warrant.

    


    15.           Registration
      Rights.  Subject to the limitations of this Section, the Company
      agrees to register shares of Warrant Stock, upon the request of Holder, if
      the
      Company files a registration statement under the Securities Act of 1933 (“the
      Act”), which relates to a current offering of the Company’s Common Stock (except
      a registration statement filed in connection with an offering of the Company’s
      equity securities to its employees pursuant to any employee benefit or stock
      option plan or any dividend reinvestment plan maintained or pursuant to a merger
      agreement or agreement to acquire the assets of another entity or similar
      transaction) so as to permit the public sale of the Warrant Stock by the Holder
      in compliance with the Act.  The Company shall give written notice
      (the “Registration Notice”) to Holder of its intention to file a registration
      statement under the Act relating to an offering of its Common Stock not less
      than sixty (60) days prior to the filing of such registration statement with
      the
      Securities and Exchange Commission (“SEC”).  The Holder may request
      that the Company include all or a portion of his Warrant Stock in such
      registration statement, only if such request is made not later than thirty
      (30)
      days prior to the date specified in the Registration Notice as the date on
      which
      the Company intends to file its registration statement with the
      SEC.  Neither the Company’s delivery of the Registration Notice nor
      the delivery of a request by Holder for registration of Warrant Stock shall
      obligate the Company to file a registration statement and, notwithstanding
      the
      filing of a registration statement, the Company may at any time prior to the
      effective date determine not to offer the securities described in the
      registration statement, and may withdraw the registration statement without
      liability to any Holder of Warrant Stock.  In that event, the Company
      shall pay all expenses of the registration statement incurred through the date
      it is withdrawn.  The Company shall pay the entire cost of any
      Registration Statement covering Warrant Stock, including, without limitation,
      attorneys’ fees, accounting fees, filing fees and printing costs, but excluding
      any underwriter’s discount.  The Holder shall be solely responsible
      for any underwriter discount on Warrant Stock sold by the Holder.  Any
      Warrant Stock included in a registration statement filed by the Company shall
      be
      subject to underwriter cutbacks and any other limitations an underwriter, in
      its
      discretion, may impose on the inclusion of such Warrant Stock in the
      registration statement.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    16.           Notices.  All
      notices and other communications from the Company to the holder of this Warrant
      shall be mailed by first class registered or certified mail, postage prepaid,
      or
      sent by overnight courier (or sent in the form of a telecopy) at the following
      addresses:

     

    
      If
        to
        Company:                      Baywood
        International, Inc.

      14950
        North 83rd Place, Suite
        1

      Scottsdale,
        Arizona  85260

      Attn:  Mr.
        Neil Reithinger,
        President & C.E.O.

      Facsimile:  (480)483-2168

      


      If
        to
        Holder:                           Ira
        J. Gaines

      3116
        East
        Shea Blvd., #191

      Phoenix,
        AZ  85028

      Facsimile:  (602)870-9122

    

    


    17.           Severability.  In
      case any provision of this Warrant shall be invalid, illegal or unenforceable,
      or partially invalid, illegal or unenforceable, the provision shall be enforced
      to the extent, if any, that it may legally be enforced and the validity,
      legality and enforceability of the remaining provisions shall not in any way
      be
      affected or impaired thereby.

    


    18.           Integration.  This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by a statement in writing signed by the party against which enforcement
      of
      such change, waiver, discharge or termination is sought.  The parties
      waive any common law right to orally modify this Warrant.

    


    19.           Choice
      of Law.  This Warrant shall be governed by and construed in
      accordance with the domestic substantive laws (and not the conflict of law
      rules) of the State of Nevada.

    


    20.           Headings.  The
      headings in this Warrant are for purposes of reference only, and shall not
      limit
      or otherwise affect any of the terms hereof.

    


    IN
      WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant
      to be
      executed by its duly authorized officer and attested by its
      Secretary.

    


    Dated
      as
      of June 28, 2006

    


    Baywood
      International, Inc., a Nevada corporation

    


    
      	 	
              By:

            	
               

            
	 	 	
              Neil
                Reithinger

            
	 	 	
              President
                & C.E.O.

            


    

    Attest:

    


    _______________________________

    


    _______________________,
      Secretary

     

     

    6