ex4_30.htm


    
      

    

    Exhibit
      4.30

    


    
      	 	
              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 – 029

            	
              Issuance
                Date:  April 5, 2005

            


    

    


    


    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), Twenty Thousand (20,000) 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 $0.04 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 April 5, 2008.

    


    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 April 5, 2008.

    


    (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 April 5, 2005

    


    Baywood
      International, Inc., a Nevada corporation

    


    
      	 	
              By: 
                

            	 	 
	 	 	
              Neil
                Reithinger

            	 
	 	 	
              President
                & C.E.O.

            	 


    

    Attest:

    


    _______________________________

    


    _______________________,
      Secretary

     

     

    6