THIS
      WARRANT DOCUMENT REPLACES A WARRANT DOCUMENT BETWEEN RONALD B. AND KATHLEEN
      A.
      JOHNSON AND S2 NEW YORK DESIGN CORP. THIS WARRANT WAS ASSUMED AND REISSUED
      BY S2
      DESIGNS, INC. PURSUANT TO TERMS OF THE SECURITIES EXCHANGE AGREEMENT BETWEEN
      INCA DESIGNS, INC. AND INCA NEW YORK DESIGN CORP. DATED MAY 21, 2007, MAKING
      THE
      ORIGINAL INSTRUMENT NULL AND VOID. ALL TERMS CONTAINED HEREIN ARE THE SAME
      AS
      THE TERMS IN THE ORIGINAL INSTRUMENT WITH THE EXCEPTION THAT THE NAME OF THE
      COMPANY WAS CHANGED TO INCA DESIGNS, INC. AND ALL TERMS OUTLINED THEREIN NOW
      RELATE TO THE COMMON STOCK OF INCA DESIGNS, INC. 

    


    NEITHER
      THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE WARRANTS
      HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD,
      PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      FOR
      SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION
      IS
      AVAILABLE.

     

    No.
      3

     

    
      	
              Original
                Issuance: November 20, 2006

            	
              Warrants:
                250,000

            


    

     

    INCA
      DESIGNS, INC.

     

    WARRANTS

     

    INCA
      DESIGNS, INC.,
      a
      Nevada corporation (“INCA”),
      certifies that, for value received, Ronald
      B. and Kathleen A. Johnson,
      or
      registered assigns (the “Holder”),
      is
      the owner of Two Hundred Fifty Thousand (250,000) Warrants of INCA
      (the
“Warrants”).
      Each
      Warrant entitles the Holder to purchase from INCA at any time prior to the
      Expiration Date (as defined below) one share of the common stock of INCA (the
      “Common
      Stock”)
      for
      $.50 per share (the “Exercise
      Price”),
      on
      the terms and conditions hereinafter provided. The Exercise Price and the number
      of shares of Common Stock purchasable upon exercise of each Warrant are subject
      to adjustment as provided in this Certificate. The Warrants have been issued
      as
      part of an authorized class of 1,000,000 warrants of like tenor. 

    

      1.
        Expiration
        Date; Exercise

       

      1.1
        Expiration
        Date. The Warrants shall expire on October 31, 2009 (the “Expiration
        Date”).

       

      1.2
        Manner
        of Exercise. The Warrants are exercisable by delivery to INCA of the
        following (the “Exercise
        Documents”):
        (a)
        this Certificate (b) a written notice of election to exercise the Warrants;
        and
        (c) payment of the Exercise Price in cash or by check. Within three business
        days following receipt of the foregoing, INCA shall execute and deliver to
        the
        Holder: (a) a certificate or certificates representing the aggregate number
        of
        shares of Common Stock purchased by the Holder, and (b) if less than all
        of the
        Warrants evidenced by this Certificate are exercised, a new certificate
        evidencing the Warrants not so exercised.

       

      1.3 Cashless
        Exercise.
        In
        addition to the manner of exercise described in Section 1.2, the Holder shall
        also have the right to convert, in whole or in part, this Warrant (the
“Conversion Right”) at any time prior to the expiration of the Exercise Period,
        into shares of Common Stock in accordance with this Section 1.3. Upon exercise
        of the Conversion Right, INCA shall deliver to the Holder (without payment
        by
        the Holder of the Warrant Price) that number of shares of Common Stock equal
        to
        the quotient obtained by dividing (x) the value of the portion of this Warrant
        being converted at the time the Conversion Right is exercised (determined
        by
        subtracting the Warrant Price for the portion of this Warrant being converted
        (in effect immediately prior to the exercise of the Conversion Right) from
        the
        amount obtained by multiplying the number of shares of Common Stock issuable
        upon the whole or partial exercise of this Warrant, as the case may be, by
        the
        Market Price immediately prior to the exercise of the Conversion Right) by
        (y)
        the Market Price of one share of Common Stock immediately prior to the exercise
        of the Conversion Right.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
        Conversion Right may be exercised by the Holder, at any time or from time
        to
        time, prior to the Expiration Date, on any business day by delivering a written
        notice (the “Conversion Notice”) to INCA at its offices, exercising the
        Conversion Right and specifying (i) the total number of shares of Common
        Stock
        the Holder will purchase pursuant to the conversion and (ii) a place and
        date
        not less than two (2) nor more than twenty (20) Business Days from the date
        of
        the Subscription Notice for the closing of such purchase. 

       

      At
        any
        closing under this Section 1.3, (i) the Holder will surrender this Warrant
        and
        (ii) INCA will deliver to the Holder a certificate or certificates for the
        number of shares of Common Stock issuable upon such conversion. If this Warrant
        shall have been converted only in part, INCA shall, at the time of delivery
        of
        said stock certificate or certificates, deliver to the Holder a new Warrant
        evidencing the rights of the Holder to purchase the remaining shares of Common
        Stock called for by this Warrant, which new Warrant shall in all other respects
        be identical to this Warrant, or, at the request of the Holder, appropriate
        notation may be made on this Warrant and the same returned to the Holder.
        INCA
        shall pay all expenses, taxes and other charges payable in connection with
        the
        preparation, issue and delivery of such stock certificates and new Warrants,
        except that, in case such stock certificates and/or new Warrants shall be
        registered in a name or names other than the name of the Holder, funds
        sufficient to pay all stock transfer taxes that are payable upon the issuance
        of
        such stock certificates or new Warrants shall be paid by the Holder at the
        time
        of delivering the notice of exercise mentioned above.

       

      1.4
        Warrant Exercise Limitation. Notwithstanding any other provision of this
        Certificate, or the total number of shares of Common Stock otherwise available
        for purchase by Holder hereunder, if as of the date of exercise INCA has
        a class
        of securities registered under Section 12 of the Securities Exchange Act
        of
        1934, as amended, Holder may not exercise any Warrants under this Section
        1 if
        immediately following such exercise Holder would beneficially own 4.99% or
        more
        of the outstanding Common Stock of INCA. For this purpose, a representation
        of
        the Holder that following such exercise it would not beneficially own 4.99%
        or
        more of the outstanding Common Stock of INCA shall be conclusive and binding
        upon INCA.

       

      2.
        Adjustments
        of Exercise Price and Number and Kind of Conversion Shares

       

      2.1
        In
        the
        event that INCA shall at any time hereafter (a) pay a dividend in Common
        Stock
        or securities convertible into Common Stock; (b) subdivide or split its
        outstanding Common Stock; (c) combine its outstanding Common Stock into a
        smaller number of shares; then the number of shares to be issued immediately
        after the occurrence of any such event shall be adjusted so that the Holder
        thereafter may receive the number of shares of Common Stock it would have
        owned
        immediately following such action if it had exercised the Warrants immediately
        prior to such action and the Exercise Price shall be adjusted to reflect
        such
        proportionate increases or decreases in the number of shares.

       

      2.2
        In
        case
        of any reclassification of the outstanding shares of Common Stock (other
        than a
        change covered by Section 2.1 hereof or a change which solely affects the
        par
        value of such shares) or in the case of any merger or consolidation or merger
        in
        which INCA is not the continuing corporation and which results in any
        reclassification or capital reorganization of the outstanding shares), the
        Holder shall have the right thereafter (until the Expiration Date) to receive
        upon the exercise hereof, for the same aggregate Exercise Price payable
        hereunder immediately prior to such event, the kind and amount of shares
        of
        stock or other securities or property receivable upon such reclassification,
        capital reorganization, merger or consolidation, by a Holder of the number
        of
        shares of Common Stock obtainable upon the exercise of the Warrants immediately
        prior to such event; and if any reclassification also results in a change
        in
        shares covered by Section 2.1, then such adjustment shall be made pursuant
        to both this Section 2.2 and Section 2.1 (without duplication). The
        provisions of this Section 2.2 shall similarly apply to successive
        reclassifications, capital reorganizations and mergers or consolidations,
        sales
        or other transfers.

       

      
        
          
          

        

        
          -
            2 -

          
            

          

        

        
          
          

        

      

       

      3.
        Reservation
        of Shares. INCA
        shall at all times reserve and keep available out of its authorized but unissued
        shares of Common Stock, such number of shares of Common Stock as shall from
        time
        to time be issuable upon exercise of the Warrants. If at any time the number
        of
        authorized but unissued shares of Common Stock shall not be sufficient to
        permit
        the exercise of the Warrants, INCA shall promptly seek such corporate action
        as
        may necessary to increase its authorized but unissued shares of Common Stock
        to
        such number of shares as shall be sufficient for such purpose.

       

      4.
        Certificate
        as to Adjustments. In
        each
        case of any adjustment in the Exercise Price, or number or type of shares
        issuable upon exercise of these Warrants, the Chief Financial Officer of
        INCA
        shall compute such adjustment in accordance with the terms of these Warrants
        and
        prepare a certificate setting forth such adjustment and showing in detail
        the
        facts upon which such adjustment is based, including a statement of the adjusted
        Exercise Price. INCA shall promptly send (by facsimile and by either first
        class
        mail, postage prepaid or overnight delivery) a copy of each such certificate
        to
        the Holder.

       

      5.
        Loss
        or Mutilation. Upon
        receipt of evidence reasonably satisfactory to INCA of the ownership of and
        the
        loss, theft, destruction or mutilation of this Certificate, and of indemnity
        reasonably satisfactory to it, and (in the case of mutilation) upon surrender
        and cancellation of these Warrants, INCA will execute and deliver in lieu
        thereof a new Certificate of like tenor as the lost, stolen, destroyed or
        mutilated Certificate.

       

      6.
        Representations
        and Warranties of INCA. INCA
        hereby represents and warrants to Holder that:

       

      6.1
        Due
        Authorization. All corporate action on the part of INCA, its officers,
        directors and shareholders necessary for (a) the authorization, execution
        and
        delivery of, and the performance of all obligations of INCA under, these
        Warrants, and (b) the authorization, issuance, reservation for issuance and
        delivery of all of the Common Stock issuable upon exercise of these Warrants,
        has been duly taken. These Warrants constitute a valid and binding obligation
        of
        INCA enforceable in accordance with their terms, subject, as to enforcement
        of
        remedies, to applicable bankruptcy, insolvency, moratorium, reorganization
        and
        similar laws affecting creditors’ rights generally and to general equitable
        principles.

       

      6.2
        Organization.
        INCA is a corporation duly organized, validly existing and in good standing
        under the laws of the State referenced in the first paragraph of this
        Certificate and has all requisite corporate power to own, lease and operate
        its
        property and to carry on its business as now being conducted and as currently
        proposed to be conducted.

       

      6.3
        Valid
        Issuance of Stock. Any shares of Common Stock issued upon exercise of these
        Warrants will be duly and validly issued, fully paid and
        non-assessable.

       

      6.4
        Governmental
        Consents. All consents, approvals, orders, authorizations or registrations,
        qualifications, declarations or filings with any federal or state governmental
        authority on the part of INCA required in connection with the consummation
        of
        the transactions contemplated herein have been obtained.

       

      7.
        Representations
        and Warranties of Holder.
        Holder
        hereby represents and warrants to INCA that:

       

      7.1
        Holder
        is
        acquiring the Warrants for its own account, for investment purposes
        only.

       

      7.2
        Holder
        understands that an investment in the Warrants involves a high degree of
        risk,
        and Holder has the financial ability to bear the economic risk of this
        investment in the Warrants, including a complete loss of such investment.
        Holder
        has adequate means for providing for its current financial needs and has
        no need
        for liquidity with respect to this investment.

       

      
        
          
          

        

        
          -
            3 -

          
            

          

        

        
          
          

        

      

       

      7.3
        Holder
        has such knowledge and experience in financial and business matters that
        it is
        capable of evaluating the merits and risks of an investment in the Warrants
        and
        in protecting its own interest in connection with this transaction.

       

      7.4
        Holder
        understands that the Warrants have not been registered under the Securities
        Act
        or under any state securities laws. Holder is familiar with the provisions
        of
        the Securities Act and Rule 144 thereunder and understands that the restrictions
        on transfer on the Warrants may result in Holder being required to hold the
        Warrants for an indefinite period of time.

       

      7.5
        Holder
        agrees not to sell, transfer, assign, gift, create a security interest in,
        or
        otherwise dispose of, with or without consideration (collectively, “Transfer”)
        any of
        the Warrants except pursuant to an effective registration statement under
        the
        Securities Act or an exemption from registration. As a further condition
        to any
        such Transfer, except in the event that such Transfer is made pursuant to
        an
        effective registration statement under the Securities Act, if in the reasonable
        opinion of counsel to INCA any Transfer of the Warrants by the contemplated
        transferee thereof would not be exempt from the registration and prospectus
        delivery requirements of the Securities Act, INCA may require the contemplated
        transferee to furnish INCA with an investment letter setting forth such
        information and agreements as may be reasonably requested by INCA to ensure
        compliance by such transferee with the Securities Act.

      

        8. Notices
          of Record Date.

         

        In
          the
          event:

         

        8.1
          INCA
          shall take a record of the holders of its Common Stock (or other stock
          or
          securities at the time receivable upon the exercise of these Warrants),
          for the
          purpose of entitling them to receive any dividend or other distribution,
          or any
          right to subscribe for or purchase any shares of stock of any class or
          any other
          securities or to receive any other right; or

         

        8.2
          of
          any consolidation or merger of INCA with or into another corporation, any
          capital reorganization of INCA, any reclassification of the capital stock
          of
          INCA, or any conveyance of all or substantially all of the assets of INCA
          to
          another corporation in which holders of INCA’s stock are to receive stock,
          securities or property of another corporation; or

         

        8.3
          of
          any voluntary dissolution, liquidation or winding-up of INCA; or

         

        8.4
          of
          any redemption or conversion of all outstanding Common Stock;

         

        then,
          and
          in each such case, INCA will mail or cause to be mailed to the Holder a
          notice
          specifying, as the case may be, (a) the date on which a record is to be
          taken
          for the purpose of such dividend, distribution or right, or (b) the date
          on
          which such reorganization, reclassification, consolidation, merger, conveyance,
          dissolution, liquidation, winding-up, redemption or conversion is to take
          place,
          and the time, if any is to be fixed, as of which the holders of record
          of Common
          Stock (or such stock or securities as at the time are receivable upon the
          exercise of these Warrants), shall be entitled to exchange their shares
          of
          Common Stock (or such other stock or securities), for securities or other
          property deliverable upon such reorganization, reclassification, consolidation,
          merger, conveyance, dissolution, liquidation or winding-up. INCA shall
          use all
          reasonable efforts to ensure such notice shall be delivered at least 5
          days
          prior to the date therein specified.

         

        9.
          Registration
          Rights.
          

         

        9.1
          Piggyback Registration. If, at any time after the original issuance of
          this Warrant and prior to the Expiration Date, INCA shall determine to
          register
          any Common Stock under the Securities Act for sale in connection with a
          public
          offering of Common Stock (other than pursuant to an employee benefit plan
          or a
          merger, acquisition or similar transaction), INCA will give written notice
          thereof to Holder and will include in such Registration Statement any of
          the
          Registrable Shares which Holder may request be included (“Included
          Shares”)
          by a
          writing delivered to INCA within 15 days after the notice given by INCA
          to
          Holder; provided, however, that if the offering is to be firmly underwritten,
          and the representative of the underwriters of the offering refuse in writing
          to
          include in the offering all of the shares of Common Stock requested by
          INCA and
          others, the shares to be included shall be allocated first to INCA and
          any
          shareholder who initiated such Registration and then among the others based
          on
          the respective number of shares of Common Stock held by such persons. If
          INCA
          decides not to, and does not, file a Registration Statement with respect
          to such
          Registration, or after filing determines to withdraw the same before the
          effective date thereof, INCA will promptly so inform Holder, and INCA will
          not
          be obligated to complete the registration of the Included Shares included
          therein. 

         

        
          
            
            

          

          
            -
              4 -

            
              

            

          

          
            
            

          

        

         

        9.2
          Certain Covenants. In connection with any Registration: 

         

        9.2.1 INCA
          shall take all lawful action such that the Registration Statement, any
          amendment
          thereto and the prospectus forming a part thereof does not contain an untrue
          statement of a material fact or omit to state a material fact required
          to be
          stated therein or necessary to make the statements therein, in light of
          the
          circumstances under which they are made, not misleading. Upon becoming
          aware of
          the occurrence of any event or the discovery of any facts during the
          Registration Period that make any statement of a material fact made in
          the
          Registration Statement or the related prospectus untrue in any material
          respect
          or which material fact is omitted from the Registration Statement or related
          prospectus that requires the making of any changes in the Registration
          Statement
          or related prospectus so that it will not contain any untrue statement
          of a
          material fact or omit to state a material fact necessary to make the statements
          therein, in light of the circumstances under which they are made, not misleading
          (taking into account any prior amendments or supplements), INCA shall promptly
          notify Holder, and, as soon as reasonably practicable prepare (but in no
          event
          more than five business days in the case of a supplement or seven business
          days
          in the case of a post-effective amendment) and file with the SEC a supplement
          or
          post-effective amendment to the Registration Statement or the related prospectus
          or file any other required document so that, as thereafter delivered to
          a
          purchaser of Shares from Holder, such prospectus will not contain any untrue
          statement of a material fact or omit to state a material fact necessary
          to make
          the statements therein, in light of the circumstances under which they
          were
          made, not misleading. INCA shall use its reasonable best efforts to keep
          the
          Registration Statement effective at all times during the period continuing
          until
          the earliest of (i) the date that is nine months after the last day of
          the
          calendar month following the month in which the Registration Statement
          is
          declared effective, (ii) the date when the Holder may sell all Registrable
          Securities under Rule 144 without volume or other restrictions or limits
          or
          (iii) the date the Holder no longer owns any of the Registrable
          Securities,

         

        9.2.2 At
          least
          three business days prior to the filing with the SEC of the Registration
          Statement (or any amendment thereto) or the prospectus forming a part thereof
          (or any supplement thereto), INCA shall provide draft copies thereof to
          Holder
          and shall consider incorporating into such documents such comments as Holder
          (and its counsel) may propose to be incorporated therein. Notwithstanding
          the
          foregoing, no prospectus supplement, the form of which has previously been
          provided to Holder, need be delivered in draft form to Holder.

         

        9.2.3 INCA
          shall promptly notify Holder upon the occurrence of any of the following
          events
          in respect of the Registration Statement or the prospectus forming a part
          thereof: (i) the receipt of any request for additional information from
          the SEC
          or any other federal or state governmental authority, the response to which
          would require any amendments or supplements to the Registration Statement
          or
          related prospectus; (ii) the issuance by the SEC or any other federal or
          state
          governmental authority of any stop order suspending the effectiveness of
          the
          Registration Statement or the initiation of any proceedings for that purpose;
          or
          (iii) the receipt of any notification with respect to the suspension of
          the
          qualification or exemption from qualification of any of the Shares for
          sale in
          any jurisdiction or the initiation or threatening of any proceeding for
          such
          purpose.

         

        
          
            
            

          

          
            -
              5 -

            
              

            

          

          
            
            

          

        

         

        9.2.4 INCA
          shall furnish to Holder with respect to the Included Shares registered
          under the
          Registration Statement (and to each underwriter, if any, of such Shares)
          such
          number of copies of prospectuses and such other documents as Holder may
          reasonably request, in order to facilitate the public sale or other disposition
          of all or any of the Included Shares by Holder pursuant to the Registration
          Statement.

         

        9.2.5 In
          connection with any registration pursuant to Section 9.2, INCA shall file
          or
          cause to be filed such documents as are required to be filed by INCA for
          normal
          Blue Sky clearance in states specified in writing by Holder; provided,
          however,
          that
          INCA shall not be required to qualify to do business or consent to service
          of
          process in any jurisdiction in which it is not now so qualified or has
          not so
          consented.

         

        9.2.6 INCA
          shall bear and pay all expenses incurred by it and Holder (other than
          underwriting discounts, brokerage fees and commissions and fees and expenses
          of
          more than one law firm) in connection with the registration of the Shares
          pursuant to the Registration Statement. 

         

        9.2.7 As
          a
          condition to including Registrable Shares in a Registration Statement,
          Holder
          must provide to INCA such information regarding itself, the Registrable
          Shares
          held by it and the intended method of distribution of such Shares as shall
          be
          required to effect the registration of the Registrable Shares and, if the
          offering is being underwritten, Holder must provide such powers of attorney,
          indemnities and other documents as may be reasonably requested by the managing
          underwriter.

         

        9.2.8 Following
          the effectiveness of the Registration Statement, upon receipt from INCA
          of a
          notice that the Registration Statement contains an untrue statement of
          material
          fact or omits to state any material fact required to be stated therein
          or
          necessary to make the statements therein not misleading in light of the
          circumstances under which they were made, Holder will immediately discontinue
          disposition of Included Shares pursuant to the Registration Statement until
          INCA
          notifies Holder that it may resume sales of Included Shares and, if necessary,
          provides to Holder copies of the supplemental or amended prospectus.


         

        9.3
          Rule 144. With a view to making available to Holder the benefits of Rule
          144, INCA agrees, during the period from October 30, 2007 until October
          31,
          2009, unless the shares issuable to the Holder may be sold pursuant to
          an
          effective Registration Statement, to:

         

        9.3.1 comply
          with the provisions of paragraph (c)(1) of Rule 144; and

         

        9.3.2 file
          with
          the SEC in a timely manner all reports and other documents required to
          be filed
          by INCA pursuant to Section 13 or 15(d) under the Exchange Act; and, if
          at any
          time it is not required to file such reports but in the past had been required
          to or did file such reports, it will, upon the request of a Holder, make
          available other information as required by, and so long as necessary to
          permit
          sales of its Shares pursuant to, Rule 144.

         

        9.4
          INCA Indemnification. INCA agrees to indemnify and hold harmless Holder,
          and its officers, directors and agents, and each person, if any, who controls
          Holder within the meaning of Section 15 of the Securities Act or Section
          20 of
          the Exchange Act from and against any and all losses, claims, damages and
          liabilities caused by (i) any violation or alleged violation by INCA of
          the
          Securities Act, Exchange Act, any state securities laws or any rule or
          regulation promulgated under the Securities Act, Exchange Act or any state
          securities laws, (ii) any untrue statement or alleged untrue statement
          of a
          material fact contained in any registration statement or prospectus relating
          to
          the Included Shares (as amended or supplemented if INCA shall have furnished
          any
          amendments or supplements thereto) or any preliminary prospectus, or (iii)
          caused by any omission or alleged omission to state therein a material
          fact
          required to be stated therein or necessary to make the statements therein
          not
          misleading in light of the circumstances under which they were made, except
          insofar as such losses, claims, damages or liabilities are caused by any
          such
          untrue statement or omission or alleged untrue statement or omission based
          upon
          information furnished in writing to INCA by Holder or on Holder’s behalf
          expressly for use therein.

         

        
          
            
            

          

          
            -
              6 -

            
              

            

          

          
            
            

          

        

         

        9.5
          Holder Indemnification. Holder agrees to indemnify and hold harmless
          INCA, its officers, directors and agents and each person, if any, who controls
          INCA within the meaning of either Section 15 of the Securities Act or Section
          20
          of the Exchange Act to the same extent as the foregoing indemnity from
          INCA to
          Holder, but only with respect to information furnished in writing by Holder
          or
          on Holder’s behalf expressly for use in any registration statement or prospectus
          relating to the Registrable Shares, or any amendment or supplement thereto,
          or
          any preliminary prospectus. 

         

        9.6
          Indemnification Procedures. In case any proceeding (including any
          governmental investigation) shall be instituted involving any person in
          respect
          of which indemnity may be sought pursuant to this Section 9, such person
          (an
“Indemnified
          Party”)
          shall
          promptly notify the person against whom such indemnity may be sought (the
          “Indemnifying
          Party”)
          in
          writing and the Indemnifying Party shall assume the defense thereof, including
          the employment of counsel reasonably satisfactory to such Indemnified Party,
          and
          shall assume the payment of all fees and expenses; provided that the failure
          of
          any Indemnified Party so to notify the Indemnifying Party shall not relieve
          the
          Indemnifying Party of its obligations hereunder except to the extent (and
          only
          to the extent that) that the Indemnifying Party is materially prejudiced
          by such
          failure to notify. In any such proceeding, any Indemnified Party shall
          have the
          right to retain its own counsel, but the fees and expenses of such counsel
          shall
          be at the expense of such Indemnified Party unless (i) the Indemnifying
          Party
          and the Indemnified Party shall have mutually agreed to the retention of
          such
          counsel or (ii) in the reasonable judgment of such Indemnified Party
          representation of both parties by the same counsel would be inappropriate
          due to
          actual or potential differing interests between them. It is understood
          that the
          Indemnifying Party shall not, in connection with any proceeding or related
          proceedings in the same jurisdiction, be liable for the reasonable fees
          and
          expenses of more than one separate firm of attorneys (in addition to any
          local
          counsel) at any time for all such Indemnified Parties (including in the
          case of
          Holder, all of its officers, directors and controlling persons) and that
          all
          such fees and expenses shall be reimbursed as they are incurred. In the
          case of
          any such separate firm for the Indemnified Parties, the Indemnified Parties
          shall designate such firm in writing to the Indemnifying Party. The Indemnifying
          Party shall not be liable for any settlement of any proceeding effected
          without
          its written consent (which consent shall not be unreasonably withheld or
          delayed), but if settled with such consent, or if there be a final judgment
          for
          the plaintiff, the Indemnifying Party shall indemnify and hold harmless
          such
          Indemnified Parties from and against any loss or liability (to the extent
          stated
          above) by reason of such settlement or judgment. No Indemnifying Party
          shall,
          without the prior written consent of the Indemnified Party, effect any
          settlement of any pending or threatened proceeding in respect of which
          any
          Indemnified Party is or could have been a party and indemnity could have
          been
          sought hereunder by such Indemnified Party, unless such settlement includes
          an
          unconditional release of such Indemnified Party from all liability arising
          out
          of such proceeding.

         

        9.7
          Contribution. To the extent any indemnification by an Indemnifying Party
          is prohibited or limited by law, the Indemnifying Party agrees to make
          the
          maximum contribution with respect to any amounts for which, he, she or
          it would
          otherwise be liable under this Section 9.6 to the fullest extent permitted
          by
          law; provided, however, that (i) no contribution shall be made under
          circumstances where a party would not have been liable for indemnification
          under
          this Section 9.6 and (ii) no seller of Registrable Securities guilty of
          fraudulent misrepresentation (within the meaning used in the Securities
          Act)
          shall be entitled to contribution from any party who was not guilty of
          such
          fraudulent misrepresentation.

         

        10.
          Nontransferability.
          Holder
          may not sell or transfer any Warrants to any person without registration
          under
          the Securities Act or providing an opinion of counsel acceptable to the
          Company
          that such transfer may lawfully be made without such registration. Any
          such
          purported transfer shall not be effective as between such purported transferee
          and INCA. 

         

        
          
            
            

          

          
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              7 -

            
              

            

          

          
            
            

          

        

         

        11. Severability.
          If
          any
          term, provision, covenant or restriction of these Warrants is held by a
          court of
          competent jurisdiction to be invalid, void or unenforceable, the remainder
          of
          the terms, provisions, covenants and restrictions of these Warrants shall
          remain
          in full force and effect and shall in no way be affected, impaired or
          invalidated.

         

        12. Notices.
          All
          notices, requests, consents and other communications required hereunder
          shall be
          in writing and shall be effective when delivered or, if delivered by registered
          or certified mail, postage prepaid, return receipt requested, shall be
          effective
          on the third day following deposit in United States mail: to the Holder,
          at the
          Holder’s address of record in the Company’s warrant register; and if addressed
          to INCA, at INCA New York Design Corp., 53 West 36th
          Street,
          Suite 906, New York, NY 10018, or such other address as INCA may designate
          in
          writing.

         

        13. No
          Rights as Shareholder. The
          Holder shall have no rights as a shareholder of INCA with respect to the
          shares
          issuable upon exercise of the Warrants until the receipt by INCA of all
          of the
          Exercise Documents. 

        
          	 	 	 
	 	INCA
                  DESIGNS,
                  INC.
	 
 	 
 	 
 
	 	By:  	/s/ Donald
                  R.
                  Mastropietro
	 	
                  

                
	 	      
                  Donald R. Mastropietro, President


        

         

        
          
            
            

          

          
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              8 -

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          “A”

        NOTICE
          OF EXERCISE

        (To
          be signed only upon exercise of the Warrants)

         

        To: INCA
          Designs, Inc.

         

        The
          undersigned hereby elects to purchase shares of Common Stock (the “Warrant
          Shares”)
          of
          INCA Designs, Inc. (“INCA”),
          pursuant to the terms of the enclosed warrant certificate (the “Certificate”).
          The
          undersigned tenders herewith payment of the exercise price pursuant to
          the terms
          of the Certificate. 

         

        The
          undersigned hereby represents and warrants to, and agrees with, INCA as
          follows:


         

        1. Holder
          is
          acquiring the Warrant Shares for its own account, for investment purposes
          only.

         

        2. Holder
          understands that an investment in the Warrant Shares involves a high degree
          of
          risk, and Holder has the financial ability to bear the economic risk of
          this
          investment in the Warrant Shares, including a complete loss of such investment.
          Holder has adequate means for providing for its current financial needs
          and has
          no need for liquidity with respect to this investment.

         

        3. Holder
          has such knowledge and experience in financial and business matters that
          it is
          capable of evaluating the merits and risks of an investment in the Warrant
          Shares and in protecting its own interest in connection with this
          transaction.

         

        4. Holder
          understands that the Warrant Shares have not been registered under the
          Securities Act or under any state securities laws. Holder is familiar with
          the
          provisions of the Securities Act and Rule 144 thereunder and understands
          that
          the restrictions on transfer on the Warrant Shares may result in Holder
          being
          required to hold the Warrant Shares for an indefinite period of
          time.

         

        5. Holder
          agrees not to sell, transfer, assign, gift, create a security interest
          in, or
          otherwise dispose of, with or without consideration (collectively, “Transfer”)
          any of
          the Warrant Shares except pursuant to an effective registration statement
          under
          the Securities Act or an exemption from registration. As a further condition
          to
          any such Transfer, except in the event that such Transfer is made pursuant
          to an
          effective registration statement under the Securities Act, if in the reasonable
          opinion of counsel to INCA any Transfer of the Warrant Shares by the
          contemplated transferee thereof would not be exempt from the registration
          and
          prospectus delivery requirements of the Securities Act, INCA may require
          the
          contemplated transferee to furnish INCA with an investment letter setting
          forth
          such information and agreements as may be reasonably requested by INCA
          to ensure
          compliance by such transferee with the Securities Act.

         

        Each
          certificate evidencing the Warrant Shares will bear the following
          legend:

         

        “THE
          SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
          THE
          SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS AND
          MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN
          EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS
          AN
          EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

         

        6. Immediately
          following this exercise of Warrants, if as of the date of exercise INCA
          has a
          class of securities registered under Section 12 of the Securities Exchange
          Act
          of 1934, as amended, the undersigned will not beneficially own 4.99% or
          more of
          the then outstanding Common Stock of INCA (based on the number of shares
          outstanding set forth in the most recent periodic report filed by INCA
          with the
          Securities and Exchange Commission and any additional shares which have
          been
          issued since that date of which Holder is aware have been issued).

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            
              	
                      Number
                        of Warrants Exercised: 

                    	 	 	 
	 	 	 	 
	
                      Dated:
                        

                    	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 


            

          

        

      

    

     

    
      
        
        

      

      
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