THIS
      WARRANT DOCUMENT REPLACES A WARRANT DOCUMENT BETWEEN GEORGE D. SCHAEFER 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:
                  200,000

              


      

    

     

    INCA
      DESIGNS, INC.

     

    WARRANTS

     

    INCA
      DESIGNS, INC.,
      a
      Nevada corporation (“INCA”),
      certifies that, for value received, George
      D. Schaefer,
      or
      registered assigns (the “Holder”),
      is
      the owner of Two Hundred Thousand (200,000) 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.


    
      
        
        

      

      
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          2
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    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.


    
      
        
        

      

      
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          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.


    
      
        
        

      

      
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          4
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    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. 

     

    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.


    
      
        
        

      

      
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          5
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    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.


    
      
        
        

      

      
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    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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    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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    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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