THIS
      WARRANT DOCUMENT REPLACES A WARRANT DOCUMENT BETWEEN JOHN L. COLEMAN 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, John
      L. Coleman,
      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 -

          
            

          

        

        
          
          

        

      

       

      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.

       

      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. 

       

      
        
          
          

        

        
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            4 -

          
            

          

        

        
          
          

        

      

       

      9.2
        Certain
        Covenants. In connection with any Registration: 

       

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

       

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

       

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

       

      
        
          
          

        

        
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            5 -

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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


       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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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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