COMMON STOCK PURCHASE WARRANT

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD 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 COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.

Background.   The Company agreed to issue warrants to purchase an aggregate of up to 150,000 shares of Common Stock (subject to adjustment as provided herein) (the “ Warrants ”), in partial consideration for services rendered in connection with general corporate work and a private placement pursuant to the Unit Subscription Agreement dated as of May 31, 2009 (the “ Subscription Agreement ”) between the Company and the investors party thereto.

1.            Definitions .

As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

“ Aggregate Purchase Price ” has the meaning set forth in Section 3.1.

“ Blue Sky Laws ” means any state securities or “blue sky” laws.

“ Board of Directors ” means the board of directors of the Company.

“ Business Day ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

“ Commencement Date ” means the effective date of the Merger.

“ Company ” includes the Company and any corporation which shall succeed to or assume the obligations of the Company hereunder. The term "corporation" shall include an association, joint stock company, business trust, limited liability company or other similar organization.

“ Common Stock ” means the Company’s Common Stock, $.0001 par value per share, authorized as of the date hereof, and any stock of any class or classes (however designated) hereafter authorized upon reclassification thereof, which, if the Board of Directors declares any dividends or distributions, has the right to participate in the distribution of earnings and assets of the Company after the payment of dividends or other distributions on any shares of capital stock of the Company entitled to a preference and in the voting for the election of directors of the Company.

“ Delivery Date ” has the meaning set forth in Section 4.

“ Exchange Act ” means the Securities Exchange Act of 1934 as the same shall be in effect at the time.

“ Holder ” means any record owner of Warrants or Underlying Securities.

“ Market Price ” means, for one share of Common Stock at any date (i) if the principal trading market for the Common Stock is an exchange, the average of the closing sale prices per Share for the last twenty (20) previous trading days in which a sale was reported, as officially reported on any consolidated tape, (ii) if the principal market for such securities is the over-the-counter market, the average of the closing sale prices per Share on the last twenty (20)  previous trading days in which a sale was reported as set forth by Nasdaq or, (iii) if the security is not listed on an exchange or Nasdaq, the average of the closing sale prices per share on the last twenty (20) previous trading days in which a sale was reported as set forth in the National Quotation Bureau sheet listing such securities for such days.  Notwithstanding the foregoing, if there is no reported closing sale price, as the case may be, reported on any of the twenty (20)  trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price shall be the average of the high bid and asked prices for the last ten previous trading days in which a sale was reported; and if there is no reported high bid and asked prices, as the case may be, reported on any of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price shall be determined in good faith by resolution of the Board of Directors.  The Market Price of Other Securities, if any, shall be determined in the same manner as Common Stock.

“ Merger ” has the meaning set forth in the Subscription Agreement.

“ Nasdaq ” means the Nasdaq Global Market or Nasdaq Capital Market.

“ Notice ” has the meaning set forth in Section 21.

“ Original Issue Date ” means June 3, 2009.

“ Other Securities ” refers to any stock (other than Common Stock) and other securities of the Company or any other Person (corporate or otherwise) which the Holders of the Warrants at any time shall be entitled to receive, or shall have received, upon the exercise of the Warrants, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 5 or 6.

" Permitted Transfer " means a transfer by a Holder (i) by gift to his or her spouse or to the siblings, lineal descendants, or parents of such Holder or of his or her spouse or to any entity of which such Person or Persons are the sole beneficiaries; (ii) in the case of any Holder that is a trust, to a successor trustee or trustees of any trust established for one or more of the persons specified in clause (i) above; and (iii) upon the death of a Holder who is a natural person, to such Holder's heirs, executors, administrators, testamentary trustees, legatees or beneficiaries

“ Person ” means any individual, sole proprietorship, partnership, corporation, limited liability company, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity, any university or similar institution, or any government or any agency or instrumentality or political subdivision thereof.

“ Purchase Price per share ” means $0.40 per share, as may be adjusted from time to time in accordance with Section 5 or 6.

“ Registered ” and “ Registration ” refer to a registration effected by filing a registration statement in compliance with the Securities Act, to permit the disposition of Underlying Securities issued or issuable upon the exercise of Warrants, and any post-effective amendments and supplements filed or required to be filed to permit any such disposition.

“ Securities Act ” means the Securities Act of 1933 as the same shall be in effect at the time.

“ Underlying Securities ” means any Common Stock or Other Securities issued or issuable upon exercise of Warrants.

“ Warrant ” means, as applicable, (i) the Warrants dated as of the date hereof, originally issued by the Company to Hahn & Hessen LLP, of which this Warrant is one, evidencing rights to purchase up to a maximum of 150,000 shares of Common Stock, and all Warrants issued upon transfer, division or combination of, or in substitution for, any thereof (all Warrants shall at all times be identical as to terms and conditions and date, except as to the number of shares of Common Stock for which they may be exercised) or (ii) each right as set forth in this Warrant to purchase one share of Common Stock, as adjusted from time to time in accordance with Section 5 or 6.

2.            Sale or Exercise Without Registration .  If, at the time of any exercise, transfer or surrender for exchange of a Warrant or of Underlying Securities previously issued upon the exercise of Warrants, such Warrant or Underlying Securities shall not be registered under the Securities Act, the Company may require, as a condition of allowing such exercise, transfer or exchange, that the Holder or transferee of such Warrant or Underlying Securities, as the case may be, furnish to the Company an opinion of counsel, reasonably satisfactory to the Company, to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act and without registration or qualification under any applicable Blue Sky Laws.

3.            Exercise of Warrant .

3.1.            Exercise in Full .  Subject to the provisions hereof, this Warrant may be exercised by the Holder hereof by surrender of this Warrant, with the form of subscription at the end hereof duly executed by such Holder, to the Company at its principal office as set forth at the head of this Warrant (or such other location as the Company from time to time may advise the Holder in writing), accompanied by payment, in cash or by certified or official bank check payable to the order of the Company, in the amount obtained (the “ Aggregate Purchase Price ”) by multiplying (a) the number of shares of Common Stock then  issuable upon exercise of this Warrant by (b) the Purchase Price per share on the date of such exercise.

3.2.            Partial Exercise .  Subject to the provisions hereof, this Warrant may be exercised in part by surrender of this Warrant in the manner and at the place provided in Section 3.1 except that the amount payable by the Holder upon any partial exercise shall be the amount obtained by multiplying (a) the number of shares of Common Stock designated by the Holder in the subscription at the end hereof by (b) the Purchase Price per share on the date of such exercise.  Upon any such partial exercise, the Company at its expense shall forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant or Warrants of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes and subject to the provisions of Section 2) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal to the number of such shares issuable prior to such partial exercise of this Warrant minus the number of such shares designated by the Holder in the subscription at the end hereof.

3.3.            Company to Reaffirm Obligations .  The Company shall, at the time of any exercise of this Warrant, upon the request of the Holder hereof, acknowledge in writing its continuing obligation to afford to such Holder any rights (including, without limitation, any right to registration of the Underlying Securities, if any) to which such Holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant; provided , however, that if the Holder of this Warrant shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford such Holder any such rights.

3.4.            Certain Exercises .  If an exercise of this Warrant is to be made in connection with a registered public offering or sale of the Company, such exercise may, at the election of the Holder, be conditioned on the consummation of the public offering or sale of the Company, in which case such exercise shall not be deemed effective until the consummation of such transaction.

3.5.            Net Issue Exercise .  This Warrant may also be exercised at such time by means of a “Net Issue Exercise” in which the Holder shall be entitled to receive Underlying Securities equal to the value of this Warrant (or the portion thereof being exercised by Net Issue Exercise) by surrender of this Warrant to the Company together with notice of such Net Issue Exercise, in which event the Company shall issue to Holder a number of Underlying Securities computed as of the date of surrender of this Warrant to the Company using the following formula:

X = Y x (A-B)

A

4.           Delivery of Stock Certificates, etc., on Exercise; Buy-In.

4.1.            Delivery of Certificates .  As soon as practicable after the exercise of this Warrant in full or in part, and in any event within ten Business Days thereafter (the “ Delivery Day ”), the Company at its own expense (including the payment by it of any applicable iss