Exhibit
      4.2

     

    Form
      of Common Stock Purchase Warrant

    

      THESE
        SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
        EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO
        AN
        EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
        ACT OF 1933, AS AMENDED (THE “ACT”). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER
        TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION
        IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE
        “RESTRICTED” AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE
        ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

    

    


    Issue
      Date:
      June
      __, 2006

    


    COMMON
      STOCK PURCHASE WARRANT 

    


    To
      Purchase Shares of $0.001 Par
      Value
      Common Stock (“Common
      Stock”)
      of

    


    PURE
      VANILLA EXCHANGE, INC.

    


    THIS
      CERTIFIES that, for value received,
      [                        
] (the
      “Holder”)
      is
      entitled, upon the terms and subject to the conditions hereinafter set forth,
      at
      any time on or after the Issue Date and on or prior to 8:00 p.m. New York City
      Time on the three (3) year anniversary of the Issue Date (the “Termination
      Date”),
      but
      not thereafter, to subscribe for and purchase from PURE VANILLA EXCHANGE, INC.,
      a Nevada corporation (the “Company”),
      [                        
] shares of Common Stock (the “Warrant Shares”)
      of the
      Company at an Exercise Price per share equal to $2.00 per share (as adjusted
      from time to time pursuant to the terms hereof, the “Exercise Price”).
      The
      Exercise Price and the number of shares for which the Warrant is exercisable
      shall be subject to adjustment as provided herein. This Warrant is being issued
      in connection with the Loan Agreement dated August __, 2006 (the “Loan
      Agreement”)
      entered into between the Company and the Holder. Capitalized terms used herein
      and not otherwise defined shall have the meaning ascribed thereto in the Loan
      Agreement.

     

    
      	
              1.

            	
              Title
                of Warrant.
                Prior to the expiration hereof and subject to compliance with applicable
                laws, this Warrant and all rights hereunder are transferable, in
                whole or
                in part, at the office or agency of the Company by the Holder hereof
                in
                person or by duly authorized attorney, upon surrender of this Warrant
                together with (a) the Assignment Form annexed hereto properly endorsed,
                and (b) any other documentation reasonably necessary to satisfy the
                Company that such transfer is in compliance with all applicable securities
                laws. The term “Holder”
                shall refer to the Holder or any subsequent transferee of this
                Warrant.

            


    

     

    
      	
              2.

            	
              Authorization
                of Shares.
                The Company covenants that all shares of Common Stock which may be
                issued
                upon the exercise of rights represented by this Warrant will, upon
                exercise of the rights represented by this Warrant and payment of
                the
                Exercise Price as set forth herein, be duly authorized, validly issued,
                fully paid and nonassessable and free from all taxes, liens and charges
                in
                respect of the issue thereof (other than taxes in respect of any
                transfer
                occurring contemporaneously with such issue or otherwise specified
                herein).

            


    

     

    
      
        
        

      

      
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              3.

            	
              Exercise
                of Warrant.

            


    

     

    
      	
              (a)

            	
              The
                Holder may exercise this Warrant, in whole or in part, at any time
                and
                from time to time, by delivering to the offices of the Company or
                any
                transfer agent for the Common Stock this Warrant, together with a
                Notice
                of Exercise in the form annexed hereto specifying the number of Warrant
                Shares with respect to which this Warrant is being exercised, together
                with payment to the Company of the Exercise Price therefor.
                

            


    

     

    In
      the
      event that the Warrant is not exercised in full, the number of Warrant Shares
      shall be reduced by the number of such Warrant Shares for which this Warrant
      is
      exercised and/or surrendered, and the Company, at its expense, shall within
      three (3) Trading Days (as defined below) issue and deliver to the Holder a
      new
      Warrant of like tenor in the name of the Holder or as the Holder (upon payment
      by Holder of any applicable transfer taxes) may request, reflecting such
      adjusted Warrant Shares. 

     

    The
      Company shall use its best efforts to deliver the certificates for shares of
      Common Stock purchased hereunder to the Holder hereof within three (3) Trading
      Days after the date on which this Warrant shall have been exercised as
      aforesaid. The Holder may withdraw its Notice of Exercise at any time if the
      Company fails to deliver within 10 calendar days the relevant certificates
      to
      the Holder as provided in this Agreement. 

     

    
      	
              (b)

            	
              The
                term “Trading
                Day”
                means (x) if the Common Stock is not listed on the New York or American
                Stock Exchange but sale prices of the Common Stock are reported on
                Nasdaq
                National Market or another automated quotation system, or the Nasdaq
                Bulletin Board, a day on which trading is reported on the principal
                automated quotation system or market on which sales of the Common
                Stock
                are reported, (y) if the Common Stock is listed on the New York Stock
                Exchange or the American Stock Exchange, a day on which there is
                trading
                on such stock exchange, or (z) if the foregoing provisions are
                inapplicable, a day on which quotations are reported by National
                Quotation
                Bureau Incorporated or by Pink Sheets, LLC (the foregoing being referred
                to herein as the “Principal
                Market”.

            


    

     

    
      	
              4.

            	
              No
                Fractional Shares or Scrip.
                No fractional shares or scrip representing fractional shares shall
                be
                issued upon the exercise of this Warrant. In lieu of issuance of
                a
                fractional share upon any exercise hereunder, the Company will either
                round up to nearest whole number of shares or pay the cash value
                of that
                fractional share calculated on the basis of the Fair Market Value
                (as
                defined below).

            


    

     

    
      	
              5.

            	
              Charges,
                Taxes and Expenses.
                Issuance of certificates for shares of Common Stock upon the exercise
                of
                this Warrant shall be made without charge to the Holder hereof for
                any
                issue or transfer tax or other incidental expense in respect of the
                issuance of such certificate, all of which taxes and expenses shall
                be
                paid by the Company, and such certificates shall be issued in the
                name of
                the Holder of this Warrant or in such name or names as may be directed
                by
                the Holder of this Warrant; provided,
                however,
                that in the event certificates for shares of Common Stock are to
                be issued
                in a name other than the name of the Holder of this Warrant, this
                Warrant
                when surrendered for exercise shall be accompanied by the Assignment
                Form
                attached hereto duly executed by the Holder hereof; and provided further,
                that the Company shall not be required to pay any tax or taxes which
                may
                be payable in respect of any transfer involved in the issuance of
                any
                Warrant certificates or any certificates for the Warrant Shares other
                than
                the issuance of a Warrant Certificate to the Holder in connection
                with the
                Holder’s surrender of a Warrant Certificate upon the exercise of all or
                less than all of the Warrants evidenced thereby.
                

            


    

     

    
      
        
        

      

      
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              6.

            	
              Closing
                of Books.
                The Company will at no time close its shareholder books or records
                in any
                manner which interferes with the timely exercise of this
                Warrant.

            


    

     

    
      	
              7.

            	
              No
                Rights as Shareholder until Exercise.
                Subject to Section 12 of this Warrant and the provisions of any other
                written agreement between the Company and the Holder, the Holder
                shall not
                be entitled to vote or receive dividends or be deemed the holder
                of
                Warrant Shares or any other securities of the Company that may at
                any time
                be issuable on the exercise hereof for any purpose, nor shall anything
                contained herein be construed to confer upon the Holder, as such,
                any of
                the rights of a stockholder of the Company or any right to vote for
                the
                election of directors or upon any matter submitted to stockholders
                at any
                meeting thereof, or to give or withhold consent to any corporate
                action
                (whether upon any recapitalization, issuance of stock, reclassification
                of
                stock, change of par value, or change of stock to no par value,
                consolidation, merger, conveyance or otherwise) or to receive notice
                of
                meetings, or to receive dividends or subscription rights or otherwise
                until the Warrant shall have been exercised as provided herein. However,
                at the time of the exercise of this Warrant pursuant to Section 3
                hereof,
                the Warrant Shares so purchased hereunder shall be deemed to be issued
                to
                such Holder as the record owner of such shares as of the close of
                business
                on the date on which this Warrant shall have been
                exercised.

            


    

     

    
      	
              8.

            	
              Assignment
                and Transfer of Warrant.
                This Warrant may be assigned by the surrender of this Warrant and
                the
                Assignment Form annexed hereto duly executed at the office of the
                Company
                (or such other office or agency of the Company or its transfer agent
                as
                the Company may designate by notice in writing to the registered
                Holder
                hereof at the address of such Holder appearing on the books of the
                Company); provided,
                however,
                that this Warrant may not be resold or otherwise transferred except
                (i) in
                a transaction registered under the Securities Act of 1933, as amended
                (the
                “Act”),
                or (ii) in a transaction pursuant to an exemption, if available,
                from
                registration under the Act and whereby, if reasonably requested by
                the
                Company, an opinion of counsel reasonably satisfactory to the Company
                is
                obtained by the Holder of this Warrant to the effect that the transaction
                is so exempt. If this Warrant is duly assigned in accordance with
                the
                terms hereof, then the Company agrees, upon the request of the assignee,
                to amend or supplement promptly any effective registration statement
                covering the Warrant Shares so that the direct assignee of the original
                holder is added as a selling stockholder
                thereunder.

            


    

     

    
      	
              9.

            	
              Loss,
                Theft, Destruction or Mutilation of Warrant; Exchange.
                The Company represents warrants and covenants that (a) upon receipt
                by the
                Company of evidence reasonably satisfactory to it of the loss, theft,
                destruction or mutilation of any Warrant or stock certificate representing
                the Warrant Shares, and in case of loss, theft or destruction, of
                indemnity reasonably satisfactory to it, and (b) upon surrender and
                cancellation of such Warrant or stock certificate, if mutilated,
                the
                Company will make and deliver a new Warrant or stock certificate
                of like
                tenor and dated as of such cancellation, in lieu of this Warrant
                or stock
                certificate, without any charge therefor. This Warrant is exchangeable
                at
                any time for an equal aggregate number of Warrants of different
                denominations, as requested by the holder surrendering the same,
                or in
                such denominations as may be requested by the Holder following
                determination of the Exercise Price. No service charge will be made
                for
                such registration or transfer, exchange or
                reissuance.

            


    

     

    
      
        
        

      

      
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              10.

            	
              Saturdays,
                Sundays, Holidays, etc.
                If the last or appointed day for the taking of any action or the
                expiration of any right required or granted herein shall be a Saturday,
                Sunday or a legal holiday, then such action may be taken or such
                right may
                be exercised on the next succeeding day not a legal
                holiday.

            


    

     

    
      	
              11.

            	
              Specific
                Enforcement.
                The Company and the Holder acknowledge and agree that irreparable
                damage
                would occur in the event that any of the provisions of this Warrant
                were
                not performed in accordance with their specific terms or were otherwise
                breached. It is accordingly agreed that the parties shall be entitled
                to
                an injunction or injunctions to prevent or cure breaches of the provisions
                of this Warrant and to enforce specifically the terms and provisions
                hereof, this being in addition to any other remedy to which either
                of them
                may be entitled by law or equity.

            


    

     

    
      	
              12.

            	
              Adjustments
                of Exercise Price and Number of Warrant Shares.
                The number of and kind of securities purchasable upon exercise of
                this
                Warrant and the Exercise Price shall be subject to adjustment from
                time to
                time as set forth in this Section
                12.

            


    

     

    
      	
              (a)

            	
              Subdivisions,
                Combinations, Stock Dividends and other Issuances.
                If the Company shall, at any time while this Warrant is outstanding,
                (A)
                pay a stock dividend or otherwise make a distribution or distributions
                on
                any equity securities (including instruments or securities convertible
                into or exchangeable for such equity securities) in shares of Common
                Stock, (B) subdivide outstanding shares of Common Stock into a larger
                number of shares, or (C) combine outstanding Common Stock into a
                smaller
                number of shares, then the Exercise Price shall be multiplied by
                a
                fraction, the numerator of which shall be the number of shares of
                Common
                Stock outstanding before such event and the denominator of which
                shall be
                the number of shares of Common Stock outstanding after such event.
                Any
                adjustment made pursuant to this Section 12(a) shall become effective
                immediately after the record date for the determination of stockholders
                entitled to receive such dividend or distribution and shall become
                effective immediately after the effective date in the case of a
                subdivision or combination. The number of shares which may be purchased
                hereunder shall be increased proportionately to any reduction in
                Exercise
                Price pursuant to this paragraph 12(a), so that after such adjustments
                the
                aggregate Exercise Price payable hereunder for the increased number
                of
                shares shall be the same as the aggregate Exercise Price in effect
                just
                prior to such adjustments.

            


    

     

    
      	
              (b)

            	
              Other
                Distributions.
                If at any time after the date hereof the Company distributes to holders
                of
                its Common Stock, other than as part of its dissolution, liquidation
                or
                the winding up of its affairs, any shares of its capital stock, any
                evidence of indebtedness or any of its assets (other than Common
                Stock),
                then the number of Warrant Shares for which this Warrant is exercisable
                shall be increased to equal: (i) the number of Warrant Shares for
                which
                this Warrant is exercisable immediately prior to such event, (ii)
                multiplied by a fraction, (A) the numerator of which shall be the
                Fair
                Market Value (as defined below) per share of Common Stock on the
                record
                date for the dividend or distribution, and (B) the denominator of
                which
                shall be the Fair Market Value price per share of Common Stock on
                the
                record date for the dividend or distribution minus the amount allocable
                to
                one share of Common Stock of the value (as jointly determined in
                good
                faith by the Board of Directors of the Company and the Holder) of
                any and
                all such evidences of indebtedness, shares of capital stock, other
                securities or property, so distributed. For purposes of this Warrant,
                “Fair
                Market Value”
                shall equal the average closing price of the Common Stock on the
                Principal
                Market for the 5 Trading Days preceding the date of determination
                or, if
                the Common Stock is not listed or admitted to trading or subject
                to
                quotation on any Principal Market, and the average price cannot be
                determined as contemplated above, the Fair Market Value of the Common
                Stock shall be as reasonably determined in good faith by the Company’s
                Board of Directors and the Holder. The Exercise Price shall be reduced
                to
                equal: (i) the Exercise Price in effect immediately before the occurrence
                of any event (ii) multiplied by a fraction, (A) the numerator of
                which is
                the number of Warrant Shares for which this Warrant is exercisable
                immediately before the adjustment, and (B) the denominator of which
                is the
                number of Warrant Shares for which this Warrant is exercisable immediately
                after the adjustment.

            


    

     

    
      
        
        

      

      
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              (c)

            	
              Merger,
                etc.
                If at any time after the date hereof there shall be a merger or
                consolidation of the Company with or into or a transfer of all or
                substantially all of the assets of the Company to another entity,
                then the
                Holder shall be entitled to receive upon or after such transfer,
                merger or
                consolidation becoming effective, and upon payment of the Exercise
                Price
                then in effect, the number of shares or other securities or property
                of
                the Company or of the successor corporation resulting from such merger
                or
                consolidation, which would have been received by the Holder for the
                shares
                of stock subject to this Warrant had this Warrant been exercised
                just
                prior to such transfer, merger or consolidation becoming effective
                or to
                the applicable record date thereof, as the case may be. The Company
                will
                not merge or consolidate with or into any other corporation, or sell
                or
                otherwise transfer its property, assets and business substantially
                as an
                entirety to another corporation, unless the corporation resulting
                from
                such merger or consolidation (if not the Company), or such transferee
                corporation, as the case may be, shall expressly assume in writing
                the due
                and punctual performance and observance of each and every covenant
                and
                condition of this Warrant to be performed and observed by the
                Company.

            


    

     

    
      	
              (d)

            	
              Reclassification,
                etc.
                If at any time after the date hereof there shall be a reorganization
                or
                reclassification of the securities as to which purchase rights under
                this
                Warrant exist into the same or a different number of securities of
                any
                other class or classes, then the Holder shall thereafter be entitled
                to
                receive upon exercise of this Warrant, during the period specified
                herein
                and upon payment of the Exercise Price then in effect, the number
                of
                shares or other securities or property resulting from such reorganization
                or reclassification, which would have been received by the Holder
                for the
                shares of stock subject to this Warrant had this Warrant at such
                time been
                exercised.

            


    

     

    (e)          
      (i) The
      terms
      of any reorganization, consolidation, merger, sale, transfer or share exchange
      shall include such terms so as to continue to give to the holder hereof the
      right to receive the securities or property set forth in this Section 12 upon
      any exercise following any such reclassification, consolidation, merger, sale,
      transfer or share exchange.

     

    (ii) In
      the
      event of any adjustment in the number of Warrant Shares issuable hereunder
      upon
      exercise, the Exercise Price shall be inversely proportionately increased or
      decreased as the case may be, such that aggregate purchase price for Warrant
      Shares upon full exercise of this Warrant shall remain the same. Similarly,
      in
      the event of any adjustment in the Exercise Price, the number of Warrant Shares
      issuable hereunder upon exercise shall be inversely proportionately increased
      or
      decreased as the case may be, such that aggregate purchase price for Warrant
      Shares upon full exercise of this Warrant shall remain the same.

     

    
      	
              13.

            	
              Voluntary
                Adjustment by the Company.
                The Company may at its option, at any time during the term of this
                Warrant, reduce but not increase the then current Exercise Price
                to any
                amount and for any period of time deemed appropriate by the Board
                of
                Directors of the Company.

            


    

     

    
      
        
        

      

      
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              14.

            	
              Notice
                of Adjustment; Notice of Events.
                (i) Whenever the number of Warrant Shares or number or kind of securities
                or other property purchasable upon the exercise of this Warrant or
                the
                Exercise Price is adjusted, the Company shall promptly mail to the
                Holder
                of this Warrant a notice setting forth the number of Warrant Shares
                (and
                other securities or property) purchasable upon the exercise of this
                Warrant and the Exercise Price of such Warrant Shares after such
                adjustment and setting forth the computation of such adjustment and
                a
                brief statement of the facts requiring such adjustment. (ii) If:
                (A) the
                Company shall declare a dividend (or any other distribution) on its
                Common
                Stock; or (B) the Company shall declare a special nonrecurring cash
                dividend on or a redemption of its Common Stock; or (C) the Company
                shall
                authorize the granting to all holders of the Common Stock rights
                or
                warrants to subscribe for or purchase any shares of capital stock
                of any
                class or of any rights; or (D) the approval of any stockholders of
                the
                Company shall be required in connection with any reclassification
                of the
                Common Stock of the Company, any consolidation or merger to which
                the
                Company is a party, any sale or transfer of all or substantially
                all of
                the assets of the Company, or any compulsory share exchange whereby
                the
                Common Stock is converted into other securities, cash or property;
                or (E)
                the Company shall authorize the voluntary dissolution, liquidation
                or
                winding up of the affairs of the Company, then the Company shall
                cause to
                be mailed to each Warrant holder at their last addresses as they
                shall
                appear upon the Warrant register of the Company, at least 30 calendar
                days
                prior to the applicable record or effective date hereinafter specified,
                a
                notice stating (x) the date on which a record is to be taken for
                the
                purpose of such dividend, distribution, redemption, rights or warrants,
                or
                if a record is not to be taken, the date as of which the holders
                of Common
                Stock of record to be entitled to such dividend, distributions,
                redemption, rights or warrants are to be determined or (y) the date
                on
                which such reclassification, consolidation, merger, sale, transfer
                or
                share exchange is expected to become effective or close, and the
                date as
                of which it is expected that holders of Common Stock of record shall
                be
                entitled to exchange their shares of Common Stock for securities,
                cash or
                other property deliverable upon such reclassification, consolidation,
                merger, sale, transfer, share exchange, dissolution, liquidation
                or
                winding up.

            


    

     

    
      	
              15.

            	
              Authorized
                Shares.
                The Company covenants that during the period the Warrant is outstanding
                and exercisable, it will reserve from its authorized and unissued
                Common
                Stock a sufficient number of shares to provide for the issuance of
                the
                Warrant Shares upon the exercise of any and all purchase rights under
                this
                Warrant. The Company further covenants that its issuance of this
                Warrant
                shall constitute full authority to its officers who are charged with
                the
                duty of executing stock certificates to execute and issue the necessary
                certificates for the Warrant Shares upon the exercise of the purchase
                rights under this Warrant. The Company will take all such reasonable
                action as may be necessary to assure that such Warrant Shares may
                be
                issued as provided herein without violation of any applicable law,
                regulation, or rule of any applicable market or
                exchange.

            


    

     

    
      	
              16.

            	
              Compliance
                with Securities Laws.
                (a) The Holder hereof acknowledges that the Warrant Shares acquired
                upon
                the exercise of this Warrant, if not registered (or if no exemption
                from
                registration exists), will have restrictions upon resale imposed
                by state
                and federal securities laws. Each certificate representing the Warrant
                Shares issued to the Holder upon exercise (if not registered, for
                resale
                or otherwise, or if no exemption from registration exists) will bear
                substantially the following legend:

            


    

     

    
      
        
        

      

      
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    THE
      SHARES REPRESENTED BY THIS CERTIFICATE 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,
      TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF 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. 

    


    
      	(b)        
               	
              Without
                limiting the Holder’s right to transfer, assign or otherwise convey the
                Warrant or Warrant Shares in compliance with all applicable securities
                laws, the Holder of this Warrant, by acceptance hereof, acknowledges
                that
                this Warrant and the Warrant Shares to be issued upon exercise hereof
                are
                being acquired solely for the Holder’s own account and not as a nominee
                for any other party, and that the Holder will not offer, sell or
                otherwise
                dispose of this Warrant or any Warrant Shares to be issued upon exercise
                hereof except under circumstances that will not result in a violation
                of
                applicable federal and state securities laws.


            


    

     

    18. Miscellaneous.

     

    
      	
              (a)

            	
              Issue
                Date; Choice of Law; Venue; Jurisdiction.
                The provisions of this Warrant shall be construed and shall be given
                effect in all respects as if it had been issued and delivered by
                the
                Company on the date hereof. This Warrant shall be binding upon any
                successors or assigns of the Company. This Warrant will be construed
                and
                enforced in accordance with and governed by the laws of the State
                of New
                York, except for matters arising under the Act, without reference
                to
                principles of conflicts of law. Each of the parties consents to the
                exclusive jurisdiction of the federal and state courts sitting in
                the
                county of New York in the State of New York in connection with any
                dispute
                arising under this Warrant and hereby waives, to the maximum extent
                permitted by law, any objection, including any objection based on
                forum non conveniens
                or
                venue, to the bringing of any such proceeding in such jurisdiction.
                Each
                party hereby agrees that if the other party to this Warrant obtains
                a
                judgment against it in such a proceeding, the party which obtained
                such
                judgment may enforce same by summary judgment in the courts of any
                country
                having jurisdiction over the party against whom such judgment was
                obtained, and each party hereby waives any defenses available to
                it under
                local law and agrees to the enforcement of such a judgment. Each
                party to
                this Warrant irrevocably consents to the service of process in any
                such
                proceeding by the mailing of copies thereof by registered or certified
                mail, postage prepaid, to such party at its address in accordance
                with
                Section 18(c). Nothing herein shall affect the right of any party
                to serve
                process in any other manner permitted by
                law.

            


    

     

    
      	
              (b)

            	
              Modification
                and Waiver.
                This Warrant and any provisions hereof may be changed, waived, discharged
                or terminated only by an instrument in writing signed by the party
                against
                which enforcement of the same is sought. Any amendment effected in
                accordance with this paragraph shall be binding upon the Holder,
                each
                future Holder of this Warrant and the Company. No waivers of, or
                exceptions to, any term, condition or provision of this Warrant,
                in any
                one or more instances, shall be deemed to be, or construed as, a
                further
                or continuing waiver of any such term, condition or
                provision.

            


    

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)

            	
              Notices.
                Any notice, request or other document required or permitted to be
                given or
                delivered to the Holder or future Holders hereof or the Company shall
                be
                personally delivered or shall be sent by certified or registered
                mail,
                postage prepaid, to the Holder or each such Holder at its address
                as shown
                on the books of the Company or to the Company at the address set
                forth in
                the Loan Agreement. All notices under this Warrant shall be deemed
                to have
                been given when received.

            


    

     

    A
      party
      may from time to time change the address to which notices to it are to be
      delivered or mailed hereunder by notice given in accordance with the provisions
      of this Section 18(c).

     

    
      	
              (d)

            	
              Severability.
                Whenever possible, each provision of this Warrant shall be interpreted
                in
                such manner as to be effective and valid under applicable law, but
                if any
                provision of this Warrant is held to be invalid, illegal or unenforceable
                in any respect under any applicable law or rule in any jurisdiction,
                such
                invalidity, illegality or unenforceability shall not affect the validity,
                legality or enforceability of any other provision of this Warrant
                in such
                jurisdiction or affect the validity, legality or enforceability of
                any
                provision in any other jurisdiction, but this Warrant shall be reformed,
                construed and enforced in such jurisdiction as if such invalid, illegal
                or
                unenforceable provision had never been contained
                herein.

            


    

     

    
      	
              (e)

            	
              No
                Impairment.
                The Company will not, by amendment of its Certificate of Incorporation
                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 necessary or appropriate in order to protect the rights of the
                Holder
                against impairment. Without limiting the generality of the foregoing,
                the
                Company (a) will not increase the par value of any Warrant Shares
                above
                the amount payable therefor on such exercise, and (b) 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.

            


    

     

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Warrant to be executed by its officers thereunto duly
      authorized.

     

    
      	 	 	 
	 	PURE
              VANILLA
              EXCHANGE, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name: Steven
              Yevoli
	 	Title:
               CEO


    

     

    ATTEST:


    
      	 	 	 	 
	 	 	 	 
	
              
John
              A. Cook, Secretary	 	 	
            
	 	 	 	 




    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    NOTICE
      OF EXERCISE

     

     

    To: PURE
      VANILLA EXCHANGE, INC.

     

    (1) The
      undersigned hereby elects to exercise the attached Warrant for and to purchase
      thereunder, ______ shares of Common Stock, and herewith makes payment therefor
      of $_______.

     

    (2) Please
      issue a certificate or certificates representing said shares of Common Stock
      in
      the name of the undersigned or in such other name as is specified
      below:

     

     

    
      	 	 	 	 
	 	(Name)	 	 
	 	 	 	 
	 	 	 	 
	 	(Address)	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    (3) Please
      issue a new Warrant for the unexercised portion of the attached Warrant in
      the
      name of the undersigned or in such other name as is specified
      below:

     

     

    
      	 	 	 	 
	 	 	 	 
	 	 	(Name)	 
	 	 	 	 
	(Date) 	 	(Signature)	 
	 	 	 	 
	 	 	 (Address)	 
	 	 	 	 
	Dated:	 	 	 
	
            	 	 	 
	Signature	 	 	 


    

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    


    ASSIGNMENT
      FORM

    


    (To
      assign the foregoing warrant, execute

    this
      form
      and supply required information.

    Do
      not
      use this form to exercise the warrant.)

    


    


    
      	
              FOR
                VALUE RECEIVED, the foregoing Warrant and all rights evidenced
                thereby are hereby assigned to

            
	________________________________________________________________________________
              whose address is
	______________________________________________________________________________________________.
	______________________________________________________________________________________________
	
                       Dated:
                __________,

            	
            	
            
	
               

            	
               

            	
            	
            	
            


    

    


    
      	 	
              Holder’s
                Signature: 

            	 	 
	 	
              Holder’s
                Address:

            	 	 
	 	 	 	 


    

    


    


    Signature
      Guaranteed: ___________________________________________

    


    


    


    


    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatsoever, and must be guaranteed by a bank or trust company. Officers of
      corporations and those acting in an fiduciary or other representative capacity
      should file proper evidence of authority to assign the foregoing
      Warrant.

    


    
      
        
        

      

      
        -13-