THESE
      SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE
      NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
      SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
      BY SUCH SECURITIES.

     

    OMNIALUO,
      INC.

     

    COMMON
      STOCK PLACEMENT AGENT WARRANT

     

    
      	
              Warrant
                No. [___]
                

            	 	
              Dated:
                October ___,
                2007

            


    

     

    Wentworth
      II, Inc., a Delaware corporation (the “Company”)
      which
      will change its corporate name to OmniaLuo, Inc., hereby certifies that, for
      value received, Keating Securities, LLC, or its registered assigns (the
“Holder”),
      is
      entitled to purchase from the Company up to a total of 492,000
      shares
      of common stock, $0.01 par value per share (the “Common
      Stock”),
      of
      the Company (each such share, a “Warrant
      Share”
and
      all
      such shares, the “Warrant
      Shares”)
      at an
      exercise price equal to $1.5625 per share (as adjusted from time to time as
      provided in Section
      9,
      the
“Exercise
      Price”),
      at
      any time from the Closing Date and through and including the date that is the
      earliest of (i) five years from the date of issuance hereof, or (ii)
      cancellation of this Warrant pursuant to Section
      4(c)
      hereof
      (the “Expiration
      Date”),
      and
      subject to the following terms and conditions. This Warrant (this “Warrant”)
      is
      issued pursuant to that certain Placement Agreement, dated as of September
      14,
      2007 by and among the Company and the Holder (the “Placement
      Agent 
      Agreement”).
      

     

    1.
       Definitions.
      In
      addition to the terms defined elsewhere in this Warrant, capitalized terms
      that
      are not otherwise defined herein have the meanings given to such terms in the
      Securities Purchase Agreement attached as an exhibit (the “Securities
      Purchase Agreement”)
      to the
      Placement Agreement.

     

    2.
       Registration
      of Warrant.
      The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the “Warrant
      Register”),
      in
      the name of the record Holder hereof from time to time. The Company may deem
      and
      treat the registered Holder of this Warrant as the absolute owner hereof for
      the
      purpose of any exercise hereof or any distribution to the Holder, and for all
      other purposes, absent actual notice to the contrary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.
       Registration
      of Transfers.
      The
      Company shall register the transfer of any portion of this Warrant in the
      Warrant Register, upon surrender of this Warrant, with the Form of Assignment
      attached hereto as Annex
      A
      duly
      completed and signed, to the transfer agent or to the Company at its address
      specified herein. Upon any such registration or transfer, a new warrant to
      purchase Common Stock, in substantially the form of this Warrant (any such
      new
      warrant, a “New
      Warrant”),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Holder. The
      acceptance of the New Warrant by the transferee thereof shall be deemed the
      acceptance by such transferee of all of the rights and obligations of a holder
      of a Warrant.

     

    4.
       Exercise
      and Duration of Warrants.

     

    (a)
       This
      Warrant shall be exercisable by the registered Holder at any time and from
      time
      to time on or after the Closing Date up to and including the Expiration Date.
      At
      6:30 P.M., New York City time on the Expiration Date, the portion of this
      Warrant not exercised prior thereto shall be and become void and of no value.
      

     

    (b)
       A
      Holder
      may exercise this Warrant by delivering to the Company (i) an exercise notice,
      in the form attached hereto as Annex
      B
      (the
“Exercise
      Notice”),
      appropriately completed and duly signed along with the Warrant, and
      (ii) payment of the Exercise Price for the number of Warrant Shares as to
      which this Warrant is being exercised, and the date such items are delivered
      to
      the Company (as determined in accordance with the notice provisions hereof)
      is
      an “Exercise
      Date.”
      Execution and delivery of the Exercise Notice shall have the same effect as
      cancellation of the original Warrant and issuance of a New Warrant evidencing
      the right to purchase the remaining number of Warrant Shares.

     

    (c)
       The
      Holder shall pay the Exercise Price in immediately available funds.

    


    (d)
       Net
      Issue Election.
      The
      Holder may elect to receive, without the payment by the Holder of any additional
      consideration, shares equal to the value of this Warrant or any portion hereof
      by the surrender of this Warrant or such portion (together with a duly executed
      notice of exercise in the form attached hereto as Annex
      B)
      at the
      principal office of the Company. Thereupon, the Company shall issue to the
      Holder such number of shares of Common Stock as is computed using the following
      formula:

    


    X
      =
Y
      (A-B)

    A

     

    Where

    


    
      	 	
              X
                =

            	
              the
                number of Warrant Shares to be issued to the Holder pursuant to this
                Section
                4(d).

            


    

     

    
      	 	
              Y
                =

            	
              the
                number of Warrant Shares in respect of which the net issue election
                is
                made pursuant to this Section
                4(d).

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              A
                =

            	
              the
                fair market value of one share of Common Stock, as determined by
                the board
                of directors of the Company, as at the time the net issue election
                is made
                pursuant to this Section
                4(d).
                

            


    

    


    
      	 	
              B
                =

            	
              the
                Exercise Price in effect under this Warrant at the time the net issue
                election is made pursuant to this Section
                4(d).

            


    

    
      	 	 	 


      	 	 	
              For
                purposes of Rule 144 promulgated under the Securities Act, it is
                intended,
                understood and acknowledged that the Warrant Shares issued in a net
                issue
                election transaction shall be deemed to have been acquired by the
                Holder,
                and the holding period for the Warrant Shares shall be deemed to
                have
                commenced, on the date this Warrant was originally
                issued

            


    

    


    5.
       Delivery
      of Warrant Shares.
      

     

    (a)
       The
      Holder shall not be required to physically surrender this Warrant unless this
      Warrant is being exercised in full. To effect exercises hereunder, the Holder
      shall duly execute and deliver to the Company at its address for notice set
      forth herein, an Exercise Notice in the form of Annex
      B
      hereto,
      along with the Warrant Share Exercise Log in the form of Annex
      C
      hereto,
      and shall pay the Exercise Price, if applicable, multiplied by the number of
      Warrant Shares that the Holder intends to purchase hereunder. The Company shall
      promptly (but in no event later than three Trading Days after the date of
      exercise) issue or cause to be issued and cause to be delivered to or upon
      the
      written order of the Holder a certificate for the Warrant Shares issuable upon
      such exercise. The Company shall, upon request of the Holder, and subsequent
      to
      the date on which a registration statement covering the resale of the Warrant
      Shares has been declared effective by the SEC, use its commercially reasonable
      best efforts to deliver Warrant Shares hereunder electronically through the
      Depository Trust Corporation or another established clearing corporation
      performing similar functions. If by the third Trading Day after exercise of
      this
      Warrant, the Company fails to deliver the required number of Warrant Shares,
      the
      Holder will have the right to rescind the exercise. If by the third Trading
      Day
      after exercise, the Company fails to deliver the required number of Warrant
      Shares, and if after such third Trading Day and prior to the receipt of such
      Warrant Shares, the Holder purchases (in an open market transaction or
      otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
      Holder of Warrant Shares which the Holder anticipated receiving upon such
      exercise (a “Buy
      In”),
      then
      the Company shall (i) pay in cash to the Holder the amount by which (x) the
      Holder’s total purchase price (including brokerage commissions, if any) for the
      shares of Common Stock so purchased exceeds (y) the amount obtained by
      multiplying (A) the number of Warrant Shares that the Company was required
      to
      deliver to the Holder in connection with the exercise at issue by (B) the
      closing bid price of the Common Stock on the exercise date and (ii) at the
      option of the Holder, either reinstate the portion of the Warrant and equivalent
      number of Warrant Shares for which such exercise was not honored or deliver
      to
      the Holder the number of shares of Warrant Shares that would have been issued
      had the Company timely complied with its exercise and delivery obligations
      hereunder. The Holder shall provide the Company written notice indicating the
      amounts payable to the Holder in respect of the Buy In.

     

    (b)
       This
      Warrant is exercisable, either in its entirety or, from time to time, in part
      for a portion of the Warrant Shares. Upon surrender of this Warrant following
      one or more partial exercises, the Company shall issue or cause to be issued,
      at
      its expense, a New Warrant evidencing the right to purchase the remaining number
      of Warrant Shares.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (c)
       The
      Company’s obligations to issue and deliver Warrant Shares in accordance with the
      terms hereof are absolute and unconditional, irrespective of any action or
      inaction by the Holder to enforce the same, any waiver or consent with respect
      to any provision hereof, the recovery of any judgment against any Person or
      any
      action to enforce the same, or any setoff, counterclaim, recoupment, limitation
      or termination, or any breach or alleged breach by the Holder or any other
      Person of any obligation to the Company or any violation or alleged violation
      of
      law by the Holder or any other Person, and irrespective of any other
      circumstance which might otherwise limit such obligation of the Company to
      the
      Holder in connection with the issuance of Warrant Shares. Nothing herein shall
      limit a Holder’s right to pursue any other remedies available to it hereunder,
      at law or in equity including, without limitation, a decree of specific
      performance and/or injunctive relief with respect to the Company’s failure to
      timely deliver certificates representing shares of Common Stock upon exercise
      of
      the Warrant as required pursuant to the terms hereof.

     

    6.
       Charges,
      Taxes and Expenses.
      Initial
      issuance and delivery of certificates for shares of Common Stock upon exercise
      of this Warrant shall be made without charge to the Holder for any issue or
      transfer tax, withholding tax, transfer agent fee or other incidental tax or
      expense in respect of the issuance of such certificates, all of which taxes
      and
      expenses shall be paid by the Company; provided,
      however,
      that
      the Company shall not be required to pay any tax which may be payable in respect
      of any transfer involved in the registration of any certificates for Warrant
      Shares or Warrants in a name other than that of the Holder. The Holder shall
      be
      responsible for all other tax liability that may arise as a result of holding
      or
      transferring this Warrant or receiving Warrant Shares upon exercise
      hereof.

     

    7.
       Replacement
      of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction and customary and reasonable bond or indemnity, if
      requested. Applicants for a New Warrant under such circumstances shall also
      comply with such other reasonable regulations and procedures and pay such other
      reasonable third-party costs as the Company may prescribe. 

     

    8.
       Reservation
      of Warrant Shares.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued and otherwise unreserved Common
      Stock, solely for the purpose of enabling it to issue Warrant Shares upon
      exercise of this Warrant as herein provided, the number of Warrant Shares that
      are then issuable and deliverable upon the exercise of this entire Warrant,
      free
      from preemptive rights or any other contingent purchase rights of persons other
      than the Holder (after giving effect to the adjustments and restrictions of
      Section
      9,
      if
      any). The Company covenants that all Warrant Shares so issuable and deliverable
      shall, upon issuance and the payment of the applicable Exercise Price in
      accordance with the terms hereof, be duly and validly authorized, issued and
      fully paid and nonassessable. The Company will take all such action as may
      be
      necessary to assure that such shares of Common Stock may be issued as provided
      herein without violation of any applicable law or regulation, or of any
      requirements of any securities exchange or automated quotation system upon
      which
      the Common Stock may be listed. The Company will notify its transfer agent
      for
      the Common Stock of the reservation of shares of Common Stock as required under
      this provision.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    9.
       Certain
      Adjustments.
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this
Section
      9.

     

    (a)
       Stock
      Dividends and Splits.
      If after
      the date hereof, the number of outstanding shares of Common Stock is increased
      by a stock dividend payable in shares of Common Stock or by a split-up of shares
      of Common Stock or other similar event, then, on the effective date thereof,
      the
      number of shares issuable on exercise of each Warrant shall be increased in
      proportion to such increase in outstanding shares and the then applicable
      Exercise Price shall be correspondingly decreased.

     

    (b)
       Aggregation
      of Shares.
      If after
      the date hereof, the number of outstanding shares of Common Stock is decreased
      by a consolidation, combination or reclassification of shares of Common Stock
      or
      other similar event, then, upon the effective date of such consolidation,
      combination or reclassification, the number of shares issuable on exercise
      of
      each Warrant shall be decreased in proportion to such decrease in outstanding
      shares and the then applicable Exercise Price shall be correspondingly
      increased.

     

    (c)
       Replacement
      of Securities Upon Reorganization, etc.
      If after
      the date hereof any capital reorganization or reclassification of the Common
      Stock of the Company, or consolidation or merger of the Company with another
      corporation, or the sale of all or substantially all of its assets to another
      corporation or other similar event shall be effected, then, as a condition
      of
      such reorganization, reclassification, consolidation, merger, or sale, lawful
      and fair provision shall be made whereby the Holder of the Warrant shall
      thereafter have the right to purchase and receive, upon the basis and upon
      the
      terms and conditions specified in the Warrants and in lieu of the shares of
      Common Stock of the Company immediately theretofore purchasable and receivable
      upon the exercise of the rights represented thereby, such shares of stock,
      securities, or assets as may be issued or payable with respect to or in exchange
      for the number of outstanding shares of such Common Stock equal to the number
      of
      shares of such stock immediately theretofore purchasable and receivable upon
      the
      exercise of the rights represented by the Warrants, had such reorganization,
      reclassification, consolidation, merger, or sale not taken place and in such
      event appropriate provision shall be made with respect to the rights and
      interests of the Holder of the Warrant to the end that the provisions hereof
      (including, without limitation, provisions for adjustments of the Exercise
      Price
      and of the number of shares purchasable upon the exercise of the Warrants)
      shall
      thereafter be applicable, as nearly as may be in relation to any share of stock,
      securities, or assets thereafter deliverable upon the exercise hereof. The
      Company shall not effect any such consolidation, merger, or sale unless prior
      to
      the consummation thereof the successor corporation (if other than the Company)
      resulting from such consolidation or merger, or the corporation purchasing
      such
      assets, shall assume by written instrument executed and delivered to the Holders
      of the Warrants the obligation to deliver to the Holders of the Warrant such
      shares of stock, securities, or assets as, in accordance with the foregoing
      provisions, such holders may be entitled to purchase.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (d)
       Adjustment
      of Exercise Price Upon Issuance of Additional Shares of Common
      Stock.
      In the
      event the Company shall at any time after the Closing Date issue shares of
      Common Stock (the “Additional
      Shares of Common Stock”),
      other
      than Exempt Issuances (as defined in the Securities Purchase
      Agreement),
      while
      any portion of this Warrant remains outstanding,
      without
      consideration or for a consideration per share less than the Common Share
      Offering Price, which shall be deemed to be adjusted to reflect any release
      of
      Escrow Shares pursuant to the Make Good Escrow Agreement, then the Exercise
      Price shall be reduced, concurrently with such issue, to a price (calculated
      to
      the nearest one-hundredth of a cent), determined in accordance with the
      following formula:

     

    EP2
      =
      EP1
      *
      (A + B)
÷ (A + C).

     

    For
      purposes of the foregoing formula, the following definitions shall apply:


     

    (a) “EP2”
shall
      mean the Exercise Price in effect immediately after such issue of Additional
      Shares of Common Stock;

     

    (b) “EP1”
shall
      mean the Exercise Price in effect immediately prior to such issue of Additional
      Shares of Common Stock; 

     

    (c) “A”
shall
      mean the number of shares of Common Stock outstanding immediately prior to
      such
      issue of Additional Shares of Common Stock (treating for this purpose as
      outstanding all shares of Common Stock issuable upon exercise, conversion or
      exchange of Common Stock Equivalents (as defined below) outstanding immediately
      prior to such issue;

     

    (d) “B”
shall
      mean the number of shares of Common Stock that would have been issued if such
      Additional Shares of Common Stock had been issued at a price per share equal
      to
      EP1
      (determined by dividing the aggregate consideration received by the Company
      in
      respect of such issue by EP1);
      and

     

    (e) “C”
shall
      mean the number of such Additional Shares of Common Stock issued in such
      transaction.

     

    (e)
       Adjustment
      of Exercise Price Upon Issuance of Common Stock Equivalents.
      In the
      event the Company shall at any time after the Closing Date issue any Convertible
      Security (defined as evidences of indebtedness, shares of stock or other
      securities which are or may be at any time convertible into or exchangeable
      for
      shares of Common Stock) or warrant, option or other right to subscribe for
      or
      purchase any shares of Common Stock or any Convertible Security (a “Common
      Stock Equivalent”),
      other
      than Exempt Issuances, and the price per share for which Additional Shares
      of
      Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent
      shall be less than the Common Share Offering Price, or if, after any such
      issuance of Common Stock Equivalents, the price per share for which Additional
      Shares of Common Stock may be issuable thereafter is amended, and such price
      as
      so amended shall be less than the Common Share Offering Price, then the Exercise
      Price upon each such issuance or amendment shall be adjusted as provided in
      Section 9(d) above, on the basis that Additional Shares of Common Stock issuable
      pursuant to such Common Stock Equivalents shall be deemed to have been issued
      (whether or not such Common Stock Equivalents are actually then exercisable,
      convertible or exchangeable in whole or in part) as of the earlier of (a) the
      date on which the Company shall enter into a firm contract for the issuance
      of
      such Common Stock Equivalent, or (b) the date of actual issuance of such Common
      Stock Equivalent. No adjustment of the Exercise Price shall be made under this
      Section 9(e) upon the issuance of any Convertible Security which is issued
      pursuant to the exercise of any warrants or other subscription or purchase
      rights therefore, if any adjustment shall previously have been made in the
      Exercise Price then in effect upon the issuance of such warrants or other rights
      pursuant to this Section 9(e).

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (f)
       Computation
      of Consideration.
      The
      consideration received by the Company shall be deemed to be the following:
      to
      the extent that any Additional Shares of Common Stock or any Common Stock
      Equivalents shall be issued for a cash consideration, the consideration received
      by the Company therefore; or, if such Additional Shares of Common Stock or
      Common Stock Equivalents are offered by the Company for subscription, the
      subscription price; or, if such Additional Shares of Common Stock or Common
      Stock Equivalents are sold to underwriters or dealers for public offering
      without a subscription offering, the initial public offering price, in any
      such
      case excluding any amounts paid or receivable for accrued interest or accrued
      dividends and without deduction of any compensation, discounts, commissions,
      or
      expenses paid or incurred by the Company for or in connection with the
      underwriting thereof or otherwise in connection with the issue thereof. The
      consideration for any Additional Shares of Common Stock issuable pursuant to
      any
      Common Stock Equivalents shall be the consideration received by the Company
      for
      issuing such Common Stock Equivalents, plus the additional consideration payable
      to the Company upon the exercise, conversion or exchange of such Common Stock
      Equivalents. In case of the issuance at any time of any Additional Shares of
      Common Stock or Common Stock Equivalents in payment or satisfaction of any
      dividend upon any class of stock other than Common Stock, the Company shall
      be
      deemed to have received for such Additional Shares of Common Stock or Common
      Stock Equivalents a consideration equal to the amount of such dividend so paid
      or satisfied. In any case in which the consideration to be received or paid
      shall be other than cash, the Board of Directors of the Company shall determine
      in good faith the fair market value of such consideration and promptly notify
      the Holder of its determination of the fair market value of such consideration
      prior to payment or accepting receipt thereof. If, within thirty (30) days
      after
      receipt of said notice, the Holder shall notify the Board of Directors of the
      Company in writing of its objection to such determination, a determination
      of
      fair market value of such consideration shall be made by an appraiser selected
      by the Company and approved by the Holder. If the Company and the Holder are
      unable to agree on the selection of an appraiser, the issue of selection of
      an
      appraiser shall be submitted to the American Arbitration
      Association.

     

    (g)
       Readjustment
      of Exercise Price.
      Upon
      the expiration of the right to convert, exchange or exercise any Common Stock
      Equivalent the issuance of which effected an adjustment in the Exercise Price,
      if such Common Stock Equivalent shall not have been converted, exercised or
      exchanged, the number of shares of Common Stock deemed to be issued and
      outstanding by reason of the fact that they were issuable upon conversion,
      exchange or exercise of any such Common Stock Equivalent shall no longer be
      computed as set forth above, and the Exercise Price shall forthwith be
      readjusted and thereafter be the price which it would have been (but reflecting
      any other adjustments in the Exercise Price made pursuant to the provisions
      of
      this Section 9 after the issuance of such Common Stock Equivalent) had the
      adjustment of the Exercise Price been made in accordance with the issuance
      or
      sale of the number of Additional Shares of Common Stock actually issued upon
      conversion, exchange or issuance of such Common Stock Equivalent and thereupon
      only the number of Additional Shares of Common Stock actually so issued shall
      be
      deemed to have been issued and only the consideration actually received by
      the
      Company shall be deemed to have been received by the Company.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (h)
       Treasury
      Shares.
      In
      making any adjustment in the Exercise Price hereinbefore provided in this
      Section 9, the number of shares of Common Stock at any time outstanding shall
      not include any shares thereof then directly or indirectly owned or held by
      or
      for the account of the Company.

     

    (i)
       Calculations.
      All
      calculations under this Section
      9
      shall be
      made to the nearest cent or the nearest 1/100th of a share, as applicable.
      The
      number of shares of Common Stock outstanding at any given time shall not include
      shares owned or held by or for the account of the Company, and the disposition
      of any such shares shall be considered an issue or sale of Common
      Stock.

     

    (j)
       Notice
      of Adjustments.
      Upon
      the occurrence of each adjustment pursuant to this Section
      9,
      the
      Company at its expense will promptly compute such adjustment in accordance
      with
      the terms of this Warrant and prepare a certificate setting forth such
      adjustment, including a statement of the adjusted Exercise Price and adjusted
      number or type of Warrant Shares or other securities, cash or property issuable
      upon exercise of this Warrant (as applicable), describing the transactions
      giving rise to such adjustments and showing in detail the facts upon which
      such
      adjustment is based. Upon written request, the Company will promptly deliver
      a
      copy of each such certificate to the Holder and to the Company’s transfer
      agent.

     

    (k)
       Notice
      of Corporate Events.
      If the
      Company (i) declares a dividend or any other distribution of cash, securities
      or
      other property in respect of its Common Stock, including without limitation
      any
      granting of rights or warrants to subscribe for or purchase any capital stock
      of
      the Company or any Subsidiary, (ii) authorizes or approves, enters into any
      agreement contemplating or solicits stockholder approval for (x) any sale of
      all
      or substantially all of its assets in one or a series of related transactions,
      (y) any tender offer or exchange offer (whether by the Company or another
      Person) pursuant to which holders of Common Stock are permitted to tender or
      exchange their shares for other securities, cash or property, or (z) any
      reclassification of the Common Stock or any compulsory share exchange pursuant
      to which the Common Stock is effectively converted into or exchanged for other
      securities, cash or property or (iii) authorizes the voluntary dissolution,
      liquidation or winding up of the affairs of the Company, then the Company shall
      deliver to the Holder a notice describing the material terms and conditions
      of
      such transaction, at least ten business days prior to the applicable record
      or
      effective date on which a Person would need to hold Common Stock in order to
      participate in or vote with respect to such transaction, and the Company will
      take all steps reasonably necessary in order to insure that the Holder is given
      the practical opportunity to exercise this Warrant prior to such time so as
      to
      participate in or vote with respect to such transaction; provided, however,
      that
      the failure to deliver such notice or any defect therein shall not affect the
      validity of the corporate action required to be described in such notice.


     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    10.
       Fractional
      Shares.
      The
      Company shall not be required to issue or cause to be issued fractional Warrant
      Shares on the exercise of this Warrant. If any fraction of a Warrant Share
      would, except for the provisions of this Section, be issuable upon exercise
      of
      this Warrant, the number of Warrant Shares to be issued will be rounded up
      to
      the nearest whole share.

     

    11.
       Notices.
      Any and
      all notices or other communications or deliveries hereunder (including without
      limitation any Exercise Notice) shall be in writing and shall be deemed given
      and effective on the earliest of (i) the date of transmission, if such notice
      or
      communication is delivered via facsimile at the facsimile number specified
      in
      the Placement Agent Agreement prior to 6:30 p.m. (New York City time) on a
      Trading Day, (ii) the next Trading Day after the date of transmission, if such
      notice or communication is delivered via facsimile at the facsimile number
      specified in the Placement Agent Agreement on a day that is not a Trading Day
      or
      later than 6:30 p.m. (New York City time) on any Trading Day, (iii) the Trading
      Day following the date of mailing, if sent by nationally recognized overnight
      courier service or (iv) upon actual receipt by the party to whom such notice
      is
      required to be given. The address for such notices or communications shall
      be as
      set forth in the Placement Agent Agreement.

     

    12.
       Registration
      Rights Agreement.
      The
      Warrant Shares for which this Warrant is exercisable are entitled to the
      benefits and subject to the limitations of the Registration Rights Agreement,
      which include registration rights for the Warrant Shares.

     

    13.
       Miscellaneous.

     

    (a)
       Subject
      to the restrictions on transfer set forth herein, this Warrant and the
      registration rights set forth in the Registration Rights Agreement may be
      assigned by the Holder. This Warrant may not be assigned by the Company except
      to a successor in the event of a sale of all or substantially all of the
      Company’s assets or a merger or acquisition of the Company. This Warrant shall
      be binding on and inure to the benefit of the parties hereto and their
      respective successors and assigns. Subject to the preceding sentences, nothing
      in this Warrant shall be construed to give to any Person other than the Company
      and the Holder any legal or equitable right, remedy or cause of action under
      this Warrant. This Warrant may be amended only in writing signed by the Company
      and the Holder and their successors and assigns.

     

    (b)
       The
      Company will not, by amendment of its governing 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 this Warrant, but will at
      all
      times in good faith assist in the carrying out of all such terms and in the
      taking of all such action as may be reasonably necessary or appropriate in
      order
      to protect the rights of the Holder against impairment. Without limiting the
      generality of the foregoing, the Company (i) will not increase the par value
      of
      any Warrant Shares above the amount payable therefor on such exercise, (ii)
      will
      take all such action as may be reasonably necessary or appropriate in order
      that
      the Company may validly and legally issue fully paid and nonassessable Warrant
      Shares on the exercise of this Warrant, and (iii) will not close its stockholder
      books or records in any manner which interferes with the timely exercise of
      this
      Warrant.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (C)
       GOVERNING
      LAW; VENUE; WAIVER OF JURY TRIAL.
      ALL
      QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION
      OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING REGARD TO ANY APPLICABLE
      PRINCIPALS OF CONFLICTS OF LAW. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE
      EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY
      OF
      NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
      OR
      IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED
      HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION
      DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY
      SUIT,
      ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
      JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS
      IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS
      AND
      CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
      MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY
      (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES
      TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD
      AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN
      SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER
      PERMITTED BY LAW. THE COMPANY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY
      JURY.

     

    (d)
       The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    (e)
       In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK,

    SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        10

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above.

     

    
      	 	 	 
	 	
              WENTWORTH
                II, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
               

              
                Name:
                  

              

            	
              
 
	 	
               

              
                Title:
                  

              

            	
              
 
	 	
              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    ANNEX
      A

     

    FORM
      OF ASSIGNMENT

     

    [To
      be
      completed and signed only upon transfer of Warrant]

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ________________________________ the right represented by the within Warrant
      to
      purchase ____________ shares of Common Stock of OmniaLuo, Inc. to which the
      within Warrant relates and appoints ________________ attorney to transfer said
      right on the books of OmniaLuo, Inc. with full power of substitution in the
      premises.

     

    
      	 	 
	 	 
	
              Dated:
                ______________,
                _____ 

            	 
	 	 
	 	
            
	 	
              
                

              

              (Signature
                must conform in all respects to name of holder 

              as
                specified on the face of the Warrant)

            
	 	 
	 	
              
                

              

              Address
                of Transferee

            
	 	 
	 	
              
 
	 	
              
 
	 	 
	
              In
                the presence of:

            	 
	 	 
	
              

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    ANNEX
      B

     

    FORM
      OF EXERCISE NOTICE

     

    [To
      be
      executed by the Holder to exercise the right to purchase shares of Common Stock
      under the foregoing Warrant]

     

    To:
      OMNIALUO, INC.

     

    The
      undersigned is the Holder of Warrant No. _______ (the “Warrant”)
      issued
      by OmniaLuo, Inc., a Delaware corporation (the “Company”).
      Capitalized terms used herein and not otherwise defined have the respective
      meanings set forth in the Warrant.

     

    
      	
              1.
                

            	
              The
                Warrant is currently exercisable to purchase a total of ______________
                Warrant Shares.

            


    

     

    
      	
              2.
                

            	
              The
                undersigned Holder hereby exercises its right to purchase
                _________________ Warrant Shares pursuant to the
                Warrant.

            


    

     

    
      	
              3.
                

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

            


    

     

    _____ “Cash
      Exercise” under Section 4

     

    _____ “Net
      Issuance Exercise” under Section 4

    


    
      	
              4.
                

            	
              If
                the Holders has elected a Cash Exercise, the Holder shall pay the
                sum of
                $____ to the Company in accordance with the terms of the
                Warrant.

            


    

     

    
      	
              5.
                

            	
              Pursuant
                to this exercise, the Company shall deliver to the holder _______________
                Warrant Shares in accordance with the terms of the
                Warrant.

            


    

     

    
      	
              6.
                

            	
              Following
                this exercise, the Warrant shall be exercisable to purchase a total
                of
                ______________ Warrant Shares.

            


    

     

    
      	 	 	 
	 	 	 
	
              
                Dated:
                  ______________,
                  _____ 

              

            	 	
              Name
                of Holder:

            
	 	 	 
	 	 	
              (Print)

              
                

              

            
	 	 	
              By:

            
	 	 	
              
                

              

              Name:

            
	 	 	
              
                

              

              Title:

            
	 	 	
              
                

              

            
	 	 	
              (Signature
                must conform in all respects to name of holder as specified on the
                face of
                the Warrant)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    ANNEX
      C

    


    WARRANT
      SHARES EXERCISE LOG

    


    
      	
              DATE

            	 	
              NUMBER
                OF WARRANT SHARES AVAILABLE TO BE EXERCISED

            	 	
              NUMBER
                OF WARRANT SHARES EXERCISED

            	 	
              NUMBER
                OF WARRANT SHARES REMAINING TO BE EXERCISED