CLASS
      B
      WARRANT AGREEMENT

     

    CLASS
      B
      WARRANT AGREEMENT (“Agreement”),
      dated
      as of _____, 2006, by and between Elderwatch, Inc., a Florida corporation (the
      “Company”),
      and
      ________ (“Warrantholder”).
      Certain capitalized terms used herein are defined in Section 14
      hereof.

     

    In
      consideration of the mutual terms, conditions, representations, warranties
      and
      agreements herein set forth, and for other good and valuable consideration,
      the
      receipt and sufficiency of which is hereby acknowledged, the parties hereto
      hereby agree as follows:

     

    
      	Section
              1.  	
              Issuance
                of Warrants; Redemption of Warrants.

            


    

     

    The
      Company hereby issues and grants to Warrantholder ____ Class
      B
      Warrants (“Warrants”)
      to
      purchase one (1) share of common stock of the Company (the “Common
      Stock”)
      per
      each Warrant. Commencing on the date hereof (the “Warrant
      Commencement Date”),
      and
      terminating on June 30, 2009 (the “Warrant
      Expiration Date”),
      the
      holder shall have the right, subject to the satisfaction of the conditions
      to
      exercise set forth in Section 7 of this Agreement, to purchase one (1) share
      of
      Common Stock per each Warrant (the shares of Common Stock issuable upon exercise
      of the Warrants being collectively referred to herein as the “Warrant
      Shares”)
      at an
      exercise price of $0.30 per Warrant Share (the “Exercise
      Price”).
      The
      number of Warrant Shares issuable on exercise of each Warrant and the Exercise
      Price are all subject to adjustment pursuant to Section 8 of this Agreement.
      

     

    Notwithstanding
      anything contained herein to the contrary, the Warrantholder agrees and
      acknowledges that at any time prior to its exercise of the Warrants in
      accordance with Section 7 below, the Company shall have the right, in its sole
      and absolute discretion, to redeem the Warrants, in whole or in part, at a
      redemption price of $0.05 per Warrant. In order to exercise such right, the
      Company shall send a notice to the Warrantholder along with the applicable
      redemption price (depending on the number of Warrants held by the Warrantholder
      that the Company is redeeming), whereupon said number of Warrants held by the
      Warrantholder shall be automatically terminated and have no further force and
      effect. The Company may exercise this redemption right as many times it desires
      prior to the Warrant Expiration Date.

     

    
      	Section
              2.  	
              Form
                of Warrant Certificates.

            


    

     

    Promptly
      after the execution and delivery of this Agreement by the parties hereto, the
      Company may, in its sole and absolute discretion, cause to be executed and
      delivered to Warrantholder one or more certificates evidencing the Warrants
      (the
“Warrant
      Certificates”).
      Each
      Warrant Certificate delivered hereunder shall be substantially in the form
      set
      forth in Exhibit
      A
      attached
      hereto and may have such letters, numbers or other identification marks and
      legends, summaries or endorsements printed thereon as the Company may deem
      appropriate and that are not inconsistent with the terms of this Agreement
      or as
      may be required by applicable law, rule or regulation. Each Warrant Certificate
      shall be dated the date of execution by the Company.

     

    
      	Section
              3.  	
              Execution
                of Warrant Certificates.

            


    

     

    Each
      Warrant Certificate delivered hereunder shall be signed on behalf of the Company
      by at least one of the following: its Chief Executive Officer, President, Vice
      President, Secretary or Assistant Secretary. Each such signature may be in
      the
      form of a facsimile thereof and may be imprinted or otherwise reproduced on
      the
      Warrant Certificates.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    If
      any
      officer of the Company who signed any Warrant Certificate ceases to be an
      officer of the Company before the Warrant Certificate so signed shall have
      been
      delivered by the Company, such Warrant Certificate nevertheless may be delivered
      as though such person had not ceased to be such officer of the
      Company.

     

    
      	Section
              4.  	
              Registration.

            


    

     

    Warrant
      Certificates shall be issued in registered form only. The Company will keep
      or
      cause to be kept books for registration of ownership and transfer of each
      Warrant Certificate issued pursuant to this Agreement. Each Warrant Certificate
      issued pursuant to this Agreement shall be numbered by the Company and shall
      be
      registered by the Company in the name of the holder thereof (initially the
      Warrantholder). The Company may deem and treat the registered holder of any
      Warrant Certificate as the absolute owner thereof (notwithstanding any notation
      of ownership or other writing thereon made by anyone) for the purpose of any
      exercise thereof and for all other purposes, and the Company shall not be
      affected by any notice to the contrary.

     

    
      	Section
              5.  	
              No
                Transfers.

            


    

     

    No
      Warrant may be sold, pledged, hypothecated, assigned, conveyed, transferred
      or
      otherwise disposed of.

     

    
      	Section
              6.  	
              Mutilated
                or Missing Warrant Certificates.

            


    

     

    If
      any
      Warrant Certificate is mutilated, lost, stolen or destroyed, the Company shall
      issue, upon surrender and cancellation of any mutilated Warrant Certificate,
      or
      in lieu of and substitution for any lost, stolen or destroyed Warrant
      Certificate, a new Warrant Certificate of like tenor and representing an equal
      number of Warrants. In the case of a lost, stolen or destroyed Warrant
      Certificate, a new Warrant Certificate shall be issued by the Company only
      upon
      the Company’s receipt of reasonably satisfactory evidence of such loss, theft or
      destruction and, if requested, an indemnity or bond reasonably satisfactory
      to
      the Company.

     

    
      	Section
              7.  	
              Exercise
                of Warrants.

            


    

     

    A.  Exercise.
      Subject
      to the terms and conditions set forth in this Section 7, Warrants may be
      exercised, in whole or in part (but not as to any fractional part of a Warrant),
      at any time or from time to time on and after the Warrant Commencement Date
      and
      on or prior to 5:00 p.m., Eastern time, on the Warrant Expiration
      Date.

     

    In
      order
      to exercise any Warrant, Warrantholder shall deliver to the Company at its
      office referred to in Section 15 the following: (i) a written notice
      in the form of the Election to Purchase appearing at the end of the form of
      Warrant Certificate attached as Exhibit A
      hereto
      of such Warrantholder’s election to exercise the Warrants, which notice shall
      specify the number of such Warrantholder’s Warrants being exercised;
      (ii) the Warrant Certificate or Warrant Certificates, if any, evidencing
      the Warrants being exercised; and (iii) payment of the aggregate Exercise
      Price.

     

    All
      rights of Warrantholder with respect to any Warrant that has not been exercised,
      on or prior to 5:00 p.m., Eastern time, on the Warrant Expiration Date shall
      immediately cease and such Warrants shall be automatically cancelled and
      void.

     

    
      
        
        

      

      
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    B. Payment
      of Exercise Price.
      Payment
      of the Exercise Price with respect to Warrants being exercised hereunder shall
      be made by the payment to the Company, in cash, by check or wire transfer,
      of an
      amount equal to the Exercise Price multiplied by the number of Warrants then
      being exercised.

     

    C. Payment
      of Taxes.
      The
      Company shall be responsible for paying any and all issue, documentary, stamp
      or
      other taxes that may be payable in respect of any issuance or delivery of
      Warrant Shares on exercise of a Warrant. Notwithstanding anything contained
      herein to the contrary, the Warrantholder shall be responsible for all taxes
      that may be due and payable by the Warrantholder as a result of the issuance
      of
      this Warrant to the Warrantholder or as a result of the issuance of the Warrant
      Shares upon due exercise hereof.

     

    D. Delivery
      of Warrant Shares.
      Upon
      receipt of the items referred to in Section 7A, the Company shall, as promptly
      as practicable, execute and deliver or cause to be executed and delivered,
      to or
      upon the written order of Warrantholder, and in the name of Warrantholder or
      Warrantholder’s designee, a stock certificate or stock certificates representing
      the number of Warrant Shares to be issued on exercise of the Warrant(s). If
      the
      Warrant Shares shall in accordance with the terms thereof have become
      automatically convertible into shares of the Company’s Common Stock prior to the
      time a Warrant is exercised, the Company shall in lieu of issuing shares of
      Common Stock, issue to the Warrantholder or its designee on exercise of such
      Warrant, a stock certificate or stock certificates representing the number
      of
      shares of Common Stock into which the Warrant Shares issuable on exercise of
      such Warrant are convertible. The certificates issued to Warrantholder or its
      designee shall bear any restrictive legend required under applicable law, rule
      or regulation. The stock certificate or certificates so delivered shall be
      registered in the name of Warrantholder or such other name as shall be
      designated in said notice. A Warrant shall be deemed to have been exercised
      and
      such stock certificate or stock certificates shall be deemed to have been
      issued, and such holder or any other Person so designated to be named therein
      shall be deemed to have become a holder of record of such shares for all
      purposes, as of the date that such notice, together with payment of the
      aggregate Exercise Price and the Warrant Certificate or Warrant Certificates
      evidencing the Warrants to be exercised, is received by the Company as
      aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised
      in
      part, the Company shall, at the time of delivery of the stock certificates,
      deliver to the holder thereof a new Warrant Certificate evidencing the Warrants
      that were not exercised or surrendered, which shall in all respects (other
      than
      as to the number of Warrants evidenced thereby) be identical to the Warrant
      Certificate being exercised. Any Warrant Certificates surrendered upon exercise
      of Warrants shall be canceled by the Company.

     

    
      	Section
              8.  	
              Adjustment
                of Number of Warrant Shares Issuable Upon Exercise of a Warrant and
                Adjustment of Exercise Price.

            


    

     

    A.  Adjustment
      for Stock Splits, Stock Dividends, Recapitalizations.
      The
      number of Warrant Shares issuable upon exercise of each Warrant and the Exercise
      Price shall each be proportionately adjusted to reflect any stock dividend,
      stock split, reverse stock split, recapitalization or the like affecting the
      number of outstanding shares of Common Stock that occurs after the date hereof.
      

     

    
      
        
        

      

      
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    B.  Adjustments
      for Reorganization, Consolidation, Merger.
      If
      after the date hereof, the Company (or any other entity, the stock or other
      securities of which are at the time receivable on the exercise of the Warrants),
      consolidates with or merges into another entity or conveys all or substantially
      all of its assets to another entity, then, in each such case, Warrantholder,
      upon any permitted exercise of a Warrant (as provided in Section 7), at any
      time
      after the consummation of such reorganization, consolidation, merger or
      conveyance, shall be entitled to receive, in lieu
      of
      the stock or other securities and property receivable upon the exercise of
      the
      Warrant prior to such consummation, the stock or other securities or property
      to
      which such Warrantholder would have been entitled upon the consummation of
      such
      reorganization, consolidation, merger or conveyance if such Warrantholder had
      exercised the Warrant immediately prior thereto, all subject to further
      adjustment as provided in this Section 8. The successor or purchasing entity
      in
      any such reorganization, consolidation, merger or conveyance (if other than
      the
      Company) shall duly execute and deliver to Warrantholder a written
      acknowledgment of such entity’s obligations under the Warrants and this
      Agreement.

     

    Upon
      completion by the Company of its reincorporation from Florida to Nevada, the
      Warrant Shares referred to herein shall be those issued by the surviving entity
      in such transaction.

     

    C.  Notice
      of Certain Events.

     

    Upon
      the
      occurrence of any event resulting in an adjustment in the number of Warrant
      Shares (or other stock or securities or property) receivable upon the exercise
      of the Warrants or the Exercise Price, the Company shall promptly thereafter
      (i)
      compute such adjustment in accordance with the terms of the Warrants, (ii)
      prepare a certificate setting forth such adjustment and showing in detail the
      facts upon which such adjustment is based, and (iii) mail copies of such
      certificate to Warrantholder.

     

    
      	Section
              9.  	
              Reservation
                of Shares.

            


    

     

    The
      Company shall at all times reserve and keep available, free from preemptive
      rights, out of the aggregate of its authorized but unissued Common Stock, or
      its
      authorized and issued Common Stock held in its treasury, the aggregate number
      of
      the Warrant Shares deliverable upon the exercise of all outstanding Warrants,
      for the purpose of enabling it to satisfy any obligation to issue the Warrant
      Shares upon the due and punctual exercise of the Warrants, through 5:00 p.m.,
      Eastern time, on the Warrant Expiration Date. 

     

    
      	Section
              10.	
               No
                Impairment.

            


    

     

    The
      Company shall not, by amendment of its certificate of incorporation or bylaws,
      or through reorganization, consolidation, merger, dissolution, issuance or
      sale
      of securities, sale of assets or any other voluntary action, willfully avoid
      or
      seek to avoid the observance or performance of any of the terms of the Warrants
      or this Agreement, and shall at all times in good faith assist in the carrying
      out of all such terms and in the taking of all such actions as may be necessary
      or appropriate in order to protect the rights of Warrantholder under the
      Warrants and this Agreement against wrongful impairment. Without limiting the
      generality of the foregoing, the Company: (i) shall not set or increase the
      par
      value of any Warrant Shares above the amount payable therefor upon exercise,
      and
      (ii) shall take all actions that are necessary or appropriate in order that
      the
      Company may validly and legally issue fully paid and nonassessable Warrant
      Shares upon the exercise of the Warrants.

     

    
      	Section
              11.	
               Representations
                and Warranties of Warrantholder.

            


    

     

    Warrantholder
      represents and warrants to the Company that, on the date hereof and on the
      date
      the Warrantholder exercises the Warrant pursuant to the terms of this
      Agreement:

     

    (i)  All
      the
      representations and warranties made by the Warrantholder in the Subscription
      Agreement between the Company and the Warrantholder shall be true, accurate
      and
      complete as of the date the Warrantholder exercises the Warrant.

     

    
      
        
        

      

      
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    (ii)  Warrantholder
      understands that the Warrants and the Warrant Shares have not been registered
      under the Securities Act and acknowledges that the Warrants and the Warrant
      Shares must be held indefinitely unless they are subsequently registered under
      the Securities Act or an exemption from such registration becomes available.
      

     

    (iii)  Warrantholder
      is acquiring the Warrants for Warrantholder’s own account for investment and not
      with a view to, or for sale in connection with, any distribution
      thereof.

     

    
      	Section
              12.	
               No
                Rights or Liabilities as Stockholder.

            


    

     

    No
      holder, as such, of any Warrant Certificate shall be entitled to vote, receive
      dividends or be deemed the holder of Common Stock which may at any time be
      issuable on the exercise of the Warrants represented thereby for any purpose
      whatever, nor shall anything contained herein or in any Warrant Certificate
      be
      construed to confer upon the holder of any Warrant Certificate, 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 other actions affecting
      stockholders or to receive dividend or subscription rights, or otherwise, until
      such Warrant Certificate shall have been exercised in accordance with the
      provisions hereof and the receipt and collection of the Exercise Price and
      any
      other amounts payable upon such exercise by the Company. No provision hereof,
      in
      the absence of affirmative action by Warrantholder to purchase Warrant Shares
      shall give rise to any liability of such holder for the Exercise Price or as
      a
      stockholder of the Company, whether such liability is asserted by the Company
      or
      by creditors of the Company.

     

    
      	Section
              13.	
               Fractional
                Interests.

            


    

     

    The
      Company shall not be required to issue fractional shares of Common Stock upon
      exercise of the Warrants or to distribute certificates that evidence fractional
      shares of Common Stock. If any fraction of a Warrant Share would, except for
      the
      provisions of this Section 13, be issuable on the exercise of a Warrant, the
      number of Warrant Shares to be issued by the Company shall be rounded to the
      nearest whole number, with one-half or greater being rounded up.

     

    
      	Section
              14.	
               Definitions.

            


    

     

    Unless
      the context otherwise requires, the terms defined in this Section 14,
      whenever used in this Agreement shall have the respective meanings hereinafter
      specified and words in the singular or in the plural shall each include the
      singular and the plural and the use of any gender shall include all
      genders.

     

    “Business
      Day”
shall
      mean any day on which banking institutions are generally open for business
      in
      Nevada.

     

    “Common
      Stock”
means
      the common stock of the Company.

     

    “Exercise
      Price”
shall
      be the price per Warrant Share at which Warrantholder is entitled to purchase
      Warrant Shares upon exercise of any Warrant determined in accordance with
      Section 7 and subject to adjustment as provided in Sections 8 and 16
      hereof.

     

    
      
        
        

      

      
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    “Person”
shall
      mean any corporation, association, partnership, limited liability company,
      joint
      venture, trust, organization, business, individual, government or political
      subdivision thereof or governmental body.

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended, or any similar federal statute
      as
      at the time in effect, and any reference to a particular section of such Act
      shall include a reference to the comparable section, if any, of such successor
      federal statute.

     

    
      	Section
              15.	
               Notices.

            


    

     

    All
      notices, consents, requests, waivers or other communications required or
      permitted under this Agreement (each a “Notice”)
      shall
      be in writing and shall be sufficiently given (a) if hand delivered,
      (b) if sent by nationally recognized overnight courier, or (c) if sent
      by registered or certified mail, postage prepaid, return receipt requested,
      addressed as follows:

     

    if
      to the
      Company: 

    


    Elderwatch,
      Inc.

    _______________

    _______________

    Attn:
      President

     

    


    if
      to
      Warrantholder: 

    


    ________________

    ________________

    ________________

    


    


    or
      such
      other address as shall be furnished by any of the parties hereto in a Notice.
      Any Notice shall be deemed given upon receipt.

     

    
      	Section
              16.	
               Supplements,
                Amendments and Waivers.

            


    

     

    This
      Agreement may be supplemented or amended only by a subsequent writing signed
      by
      each of the parties hereto (or their successors or permitted assigns), and
      any
      provision hereof may be waived only by a written instrument signed by the party
      charged therewith.

     

    
      	Section
              17.	
               Successors
                and Assigns.

            


    

     

    Except
      as
      otherwise provided herein, the provisions of this Agreement shall be binding
      upon and inure to the benefit of and be enforceable by the successors and
      permitted assigns of the parties hereto. Warrants issued under this Agreement
      may be assigned by Warrantholder only to the extent such assignment satisfies
      the restrictions on transfer set forth in this Agreement; any attempted
      assignment of Warrants in violation of the terms hereof shall be void
ab
      initio.

     

    
      
        
        

      

      
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      	Section
              18.	
               Termination.

            


    

     

    This
      Agreement (other than Sections 7C, 11, and Sections 15 through 26,
      inclusive, and all related definitions, all of which shall survive such
      termination) shall terminate on the earlier of (i) the Warrant Expiration Date
      and (ii) the date on which all Warrants have been exercised by the Warrantholder
      or redeemed by the Company. 

     

    
      	Section
              19.	
               Governing
                Law; Jurisdiction.

            


    

     

    A.  Governing
      Law.
      This
      Agreement and each Warrant Certificate issued hereunder shall be governed by
      and
      construed in accordance with the laws of the state of Nevada and the federal
      laws of the United States applicable herein.

     

    B.  Submission
      to Jurisdiction.
      Each
      party to this Agreement hereby irrevocably and unconditionally submits, for
      itself and its property, to the jurisdiction of the state of Nevada, and any
      appellate court from any thereof, in respect of actions brought against it
      as a
      defendant, in any action, suit or proceeding arising out of or relating to
      this
      Agreement or the Warrant Certificates and Warrants to be issued pursuant hereto,
      or for recognition or enforcement of any judgment, and each of the parties
      hereto hereby irrevocably and unconditionally agrees that all claims in respect
      of any such action, suit or proceeding may be heard and determined in such
      courts. Each of the parties hereto agrees that a final judgment in any such
      action, suit or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by
      law.

     

    C.  Venue.
      Each
      party hereto irrevocably and unconditionally waives, to the fullest extent
      it
      may legally and effectively do so, any objection which it may now or hereafter
      have to the laying of venue of any action, suit or proceeding arising out of
      or
      relating to this Agreement, or the Warrant Certificates and Warrants to be
      issued pursuant hereto, in any court referred to in this Subsection B. Each
      of
      the parties hereby irrevocably waives, to the fullest extent permitted by law,
      the defense of an inconvenient forum to the maintenance of such action, suit
      proceeding in any such court and waives any other right to which it may be
      entitled on account of its place of residence or domicile.

     

    
      	Section
              20.	
               Third
                Party Beneficiaries.

            


    

     

    Each
      party intends that this Agreement shall not benefit or create any right or
      cause
      of action in or on behalf of any Person other than the parties hereto and their
      successors and permitted assigns.

     

    
      	Section
              21.	
               Headings.

            


    

     

    The
      headings in this Agreement are for convenience only and shall not affect the
      construction or interpretation of this Agreement.

     

    
      	Section
              22.	
               Entire
                Agreement.

            


    

     

    This
      Agreement, together with the Warrant Certificates and Exhibits, and the
      Subscription Agreement, dated of even date herewith, by and between the Company
      and the Warrantholder, constitute the entire agreement and understanding between
      the parties hereto with respect to the subject matter hereof and shall supersede
      any prior agreements and understandings between the parties hereto with respect
      to such subject matter.

     

    
      
        
        

      

      
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      	Section
              23.	
               Expenses.

            


    

     

    Each
      of
      the parties hereto shall pay its own expenses and costs incurred or to be
      incurred in negotiating, closing and carrying out this Agreement and in
      consummating the transactions contemplated herein, except as otherwise expressly
      provided for herein.

     

    
      	Section
              24.	
               Neutral
                Construction.

            


    

     

    The
      parties to this Agreement agree that this Agreement was negotiated fairly
      between them at arm’s length and that the final terms of this Agreement are the
      product of the parties’ negotiations. Each party represents and warrants that it
      has sought and received legal counsel of its own choosing with regard to the
      contents of this Agreement and the rights and obligations affected hereby.
      The
      parties agree that this Agreement shall be deemed to have been jointly and
      equally drafting by them, and that the provisions of this Agreement therefore
      should not be construed against a party or parties on the grounds that such
      party or parties drafted or was more responsible for the drafting of any such
      provision(s).

     

    
      	Section
              25.	
               Representations
                and Warranties.

            


    

     

    The
      Company hereby represents and warrants to the Warrantholder that:

     

    (a)  the
      Company has all requisite corporate power and authority to (i) execute and
      deliver this Agreement and (ii) issue and sell the Common Stock upon the
      conversion thereof and carry out provisions of this Agreement. All corporate
      action on the part of the Company, its officers, directors and stockholders
      necessary for the authorization, execution and delivery of this Agreement,
      the
      performance of all obligations of the Company hereunder, and the authorization
      (or reservation for issuance), sale and issuance of the Common Stock to be
      sold
      hereunder has been taken or will be taken prior to the date hereof;

     

    (b)  this
      Agreement constitutes a valid and legally binding obligation of the Company,
      enforceable in accordance with its terms, except (i) as limited by applicable
      bankruptcy, insolvency, reorganization, moratorium and other laws relating
      to
      application affecting enforcement of creditor’s rights generally and (ii) as
      limited by laws relating to the availability of specific performance, injunctive
      relief of other equitable remedies;

     

    (c)  the
      Common Stock issuable upon the conversion thereof that is being purchased
      hereunder, when issued, sold and delivered in accordance with the terms of
      this
      Agreement for the consideration expressed herein, will be duly and validly
      issued, fully paid and nonassessable and will be free of restrictions on
      transfer, other than restrictions on transfer under applicable state and federal
      securities laws;

     

    (d)  subject
      in part to the truth and accuracy of Warrantholder’s representations set forth
      in Section 11 of this Agreement, the offer, sale and issuance of the Common
      Stock issuable upon the conversion thereof as contemplated by this Agreement
      are
      exempt from the registration requirements of the Securities Act and the
      qualification or registration requirements of any state securities or other
      applicable blue sky laws; and

     

    (e)  the
      execution, delivery and performance of this Agreement and the consummation
      of
      the transactions contemplated hereby will not result in any such violation,
      or
      be in conflict with or constitute, with or without the passage of time and
      giving of notice, either a default under any such provision or an event that
      results in creation of any lien, charge or encumbrance upon any assets of the
      Company or the suspension, revocation, impairment, forfeiture or nonremoval
      of
      any material permit, license, authorization or approval applicable to the
      Company, its business or operations or any of its assets or
      properties.

     

    
      
        
        

      

      
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      	Section
              26.	
               Counterparts.

            


    

     

    This
      Agreement may be executed in counterparts and by facsimile and each such
      counterpart shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the day and year first above written.

     

    ELDERWATCH,
      INC.

     

    
      	 	
              By:

            	_______________________________	 


    

    
      	 	 	
              Name:
                

            


    

    
      	 	 	
              Title:

            


    

    


     

    
      	 	
              By:

            	_______________________________	 


    

    
      	 	 	
              Name:
                

            


    

    
      	 	 	
              Title:

            


    

     

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    EXHIBIT A

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED,
      TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT AND
      LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
      AND CONDITIONS OF, AND MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH, A CLASS
      B
      WARRANT AGREEMENT BETWEEN ELDERWATCH, INC. AND THE HOLDER OF THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON
      WRITTEN REQUEST TO THE COMPANY.

    
 

    
      	NO. ________ 	
               ________
                CLASS B
                WARRANTS

            


    

     

    FORM
      OF

     

    Class
      B Warrant Certificate

     

    ELDERWATCH,
      INC.

     

    This
      Warrant Certificate certifies that _____________, a ____________________, is
      the
      registered holder of _______ Class B Warrants (the “Warrantholder”)
      to
      purchase shares (the “Warrant
      Shares”)
      of
      Common Stock of Elderwatch, Inc. (the “Company”).
      Each
      Warrant entitles the holder, subject to the satisfaction of the conditions
      to
      exercise set forth in Section 7 of the Warrant Agreement referred to below,
      to
      purchase from the Company at any time or from time to time on and after the
      date
      hereof (the “Warrant
      Commencement Date”)
      and
      terminate on or prior to 5:00 p.m., Eastern time, on June 30, 2009 (the
“Warrant
      Expiration Date”)
      one
      fully paid and nonassessable Warrant Share at the Exercise Price set forth
      in
      the Warrant Agreement. The number of Warrant Shares for which each Warrant
      is
      exercisable and the Exercise Price are subject to adjustment as provided in
      the
      Warrant Agreement.

     

    The
      Warrants evidenced by this Warrant Certificate are part of a duly
      authorized issue of Warrants to purchase Warrant Shares and are issued pursuant
      to a Class B Warrant Agreement, dated as of ________, 2006 (the “Warrant
      Agreement”),
      between the Company and ___________, which Warrant Agreement is hereby
      incorporated by reference in and made a part of this instrument and is hereby
      referred to for a description of the rights, limitation of rights, obligations,
      duties and immunities thereunder of the Company and Warrantholder.

     

    The
      Warrants may be redeemed, in whole or in part, by the Company in accordance
      with
      the terms of the Warrant Agreement at a redemption price of $0.05 per
      Warrant.

     

    Warrantholder
      may exercise vested Warrants by surrendering this Warrant Certificate, with
      the
      Election to Purchase attached hereto properly completed and executed, together
      with payment of the aggregate Exercise Price, at the offices of the Company
      specified in Section 15 of the Warrant Agreement. If upon any exercise of
      Warrants evidenced hereby the number of Warrants exercised shall be less than
      the total number of Warrants evidenced hereby, there shall be issued to the
      holder hereof or its assignee a new Warrant Certificate evidencing the
      number of Warrants not exercised.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
      Warrant Certificate, when surrendered at the offices of the Company specified
      in
      Section 15 of the Warrant Agreement, by the registered holder thereof in person,
      by legal representative or by attorney duly authorized in writing, may be
      exchanged, in the manner and subject to the limitations provided in the Warrant
      Agreement, for one or more other Warrant Certificates of like tenor evidencing
      in the aggregate a like number of Warrants.

     

    The
      Company may deem and treat the registered holder hereof as the absolute owner
      of
      this Warrant Certificate (notwithstanding any notation of ownership or other
      writing hereon made by anyone), for the purpose of any exercise hereof and
      for
      all other purposes, and the Company shall not be affected by any notice to
      the
      contrary.

     

    WITNESS
      the signatures of the duly authorized officers of the Company.

     

    Dated:
      ___________ ___, 2006 

     

    ELDERWATCH,
      INC.

     

     

    By:
      ____________________________

    Name:

    Title:

    


    
      
        
        

      

      
        1-ii

        
          

        

      

      
        
        

      

    


    FORM
      OF

     

    Election
      to Purchase

     

    The
      undersigned hereby irrevocably elects to exercise _________ of the Class B
      Warrants evidenced by the attached Warrant Certificate to purchase Warrant
      Shares, and herewith tenders (or is concurrently tendering) payment for such
      Warrant Shares in an amount determined in accordance with the terms of the
      Warrant Agreement. The undersigned requests that a certificate representing
      such
      Warrant Shares be registered in the name of _____________ ,
      whose
      address is _________________________________ and
      that
      such certificate be delivered to __________________,
      whose
      address is _____________________________.
      If said
      number of Warrants is less than the number of Warrants evidenced by the Warrant
      Certificate (as calculated pursuant to the Warrant Agreement), the undersigned
      requests that a new Warrant Certificate evidencing the number of Warrants
      evidenced by this Warrant Certificate that are not being exercised be registered
      in the name of  __________________,
      whose
      address is _________________ and
      that
      such Warrant Certificate be delivered to ______________,
      whose
      address is ________________________________.      .

     

    Dated:
        
                        ,
        
        

    


    Name
      of
      holder of Warrant Certificate:

    __________________________________

     

    __________________________________

    (Please
      Print)

    


    Address:
      ___________________________

     

     ___________________________

    


    Federal
      Tax ID No.: ________________________

     

     

    Signature:
      _______________________________

    


    Note:         
      The
      above
      signature must correspond with the name as written in the first sentence of
      the
      attached Warrant Certificate in every particular, without alteration or
      enlargement or any change whatever, and if the certificate evidencing the
      Warrant Shares or any Warrant Certificate representing Warrants not exercised
      is
      to be registered in a name other than that in which this Warrant Certificate
      is
      registered, the signature above must be guaranteed.

    


    


    


    Dated:
                   
       ,