ANPATH GROUP, INC.WARRANT TO PURCHASE

Exhibit 10.22

Form of Warrant

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

ANPATH GROUP, INC.

WARRANT TO PURCHASE

[____________] SHARES

OF COMMON STOCK

(SUBJECT TO ADJUSTMENT)

Warrant No.:                                                                                                                                                                                                                                                                                                                                                                          [______], 200_

·   This certifies that for value, [__________] or its registered assigns (the “ Holder ”), is entitled, subject to the terms set forth below, at any time from and after the date hereof (the “ Original   Issuance Date ”) and before 5:00 p.m., Eastern Time, on [________](the “ Expiration Date ”)), to purchase from Anpath Group, Inc. , a Delaware corporation (the “ Company ”), [_____________ (__________)] shares (subject to adjustment as described herein), of common stock, par value $0.0001 per share, of the Company (the “ Common Stock ”), upon surrender hereof, at the office of the Company referred to below, with a duly executed exercise notice (the “ Exercise Notice ”) in the form attached hereto as Exhibit A and simultaneous payment therefor in lawful, immediately available money of the United States or otherwise as hereinafter provided, at an initial exercise price per share of $0.75 (the “ Exercise Price ”) The Exercise Price is subject to adjustment as provided below, and the term “ Common Stock ” shall include, unless the context otherwise requires, the stock and other securities and property at the time receivable upon the exercise of this Warrant. The term “ Warrants ,” as used herein, shall mean this Warrant and any other Warrants delivered in substitution or exchange therefor as provided herein.

·   This Warrant is one of a series of similar Warrants issued in connection with the Company’s private placement (the “ Offering ”) of its units (“ Units ”), each Unit consisting of (i) a 8% convertible promissory note (the “ Note ”) and (ii) a Warrant to purchase 20,000 shares of Common Stock, on a 50 Unit ($500,000) minimum and a 500 Unit ($5,000,000) maximum basis.  In the Offering, the Company sold its securities to “accredited investors” pursuant to Subscription Agreements by and between the Company and the Investors named therein (the “ Subscription Agreements ”).

Definitions.  In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Subscription Agreements.

Exercise.

This Warrant may be exercised at any time or from time to time from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on the Expiration Date, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the Company’s office, at 116 Morlake Drive, Suite 201, Mooresville, North Carolina 28117, Attention: Stephen Hoelscher, Chief Financial Officer, with the Exercise Notice duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, as adjusted in accordance with the preceding paragraph of this Warrant multiplied (b) by the Exercise Price then in effect. Payment of the Exercise Price must be made by payment in immediately available funds. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise (the “ Exercise Date ”) as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on the Exercise Date. Within ten (10) business days after the Exercise Date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the Exercise Date of one full share of Common Stock.

“ Fair Market Value ” shall mean, as of any date: (i) if shares of the Common Stock are listed on a national securities exchange, the average of the closing prices as reported for composite transactions during the five (5) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the closing bid and asked prices on such exchange on such trading day; (ii) if shares of the Common Stock are not so listed but are traded on the Nasdaq market (“ Nasdaq” ), the average of the closing prices as reported on Nasdaq during the five (5) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the highest bid and lowest asked prices as of the close of business on such trading day, as reported on the Nasdaq, (iii) if not then included for quotation on Nasdaq, the average of the closing prices as reported by the OTC Bulletin Board during the five (5) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the highest bid and lowest asked prices as of the close of business on such trading day, as reported by the OTC Bulletin Board; or (iv)  if the shares of the Common Stock are not then publicly traded, the fair market price of the Common Stock as determined in good faith by at least a majority of the Board of Directors of the Company.

.151   Limitation on Exercise .  Notwithstanding any provisions herein to the contrary, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), does not exceed 4.9% (the “ Maximum Percentage ”) of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This restriction may not be waived.

.152   Exercise Disputes .  In the case of any dispute with respect to the number of shares of Common Stock to be issued upon exercise of this Warrant, the Company shall promptly issue such number of shares of Common Stock that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via fax (or, it the Holder has not provided the Company with a fax number, by overnight courier) within five (5) Business Days of receipt of the Holder’s Exercise Notice.  If the Holder and the Company are unable to agree as to the determination of the Exercise Price within five (5) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall in accordance with this Section, submit via facsimile the disputed determination to its independent auditor.  The Company shall cause its independent auditor to perform the determinations or calculations and notify the Company and the Holder of the results promptly, in writing and in sufficient detail to give the Holder and the Company a clear understanding of the issue.  The determination by the Company’s independent auditor shall be binding upon all parties absent manifest error.  The Company shall then on the next Business Day instruct its transfer agent to issue certificate(s) representing the appropriate number of shares of Common Stock in accordance with the independent auditor’s determination and this Section.  The prevailing party shall be entitled to reimbursement of all fees and expenses of such determination and calculation.

Shares Fully Paid; Payment of Taxes . All shares of Common Stock issued upon the exercise of this Warrant, in accordance with the terms of this Warrant, shall be validly issued, fully paid and non-assessable, and the Company shall pay all taxes and other governmental charges (other than income taxes to the holder) that may be imposed in respect of the issue or delivery thereof.

Transfer and Exchange . This Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company maintained for such purpose at its office referred to above by the Holder in person or by duly authorized attorney, upon surrender of this Warrant at the Company’s office referred to above together with: (i) a completed and executed form of assignment, a form of which is attached hereto as Exhibit B , (ii) payment of any necessary transfer tax or other governmental charge imposed upon such transfer and (iii) an opinion of counsel reasonably acceptable to the Company stating that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”). Upon any partial transfer of this Warrant, the Company will issue and deliver to Holder a new Warrant or Warrants with respect to the portion of this Warrant not so transferred. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant when endorsed in blank shall be deemed negotiable and that when this Warrant shall have been so endorsed, the holder hereof may be treated by the Company and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby, or to the transfer hereof on the books of the Company, any notice to the contrary notwithstanding; but until such transfer on such books, the Company may treat the registered Holder hereof as the owner for all purposes.