Series A Warrant To Purchase Common Stock

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE 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 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Warrant No.:___

Number of Shares of Common Stock: ____

Date of Issuance: [__________], 2009 (" Issuance Date ")

FOR VALUE RECEIVED, the undersigned, NXT Nutritionals Holdings, Inc., a Delaware corporation (the “ Company ”), hereby certifies that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [____]   (the “ Holder ”) or its registered assigns with an address at [______], or its assigns, is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issuance Date up to 5:00 p.m., E.S.T on [___________], 2014 (the “Expiration Date”), up to [____] (___) fully paid and nonassessable shares of the Common Stock of the Company (the “Warrant Shares”).  This Warrant is being issued in connection with the Convertible Debenture (the “ Debenture” ) issued to the Holder as of the date hereof pursuant to the Company’s Confidential Term Sheet dated February 17, 2009 (the “Offering”).

1.            Exercise of Warrant .

(a)            Exercise Price. This Warrant shall be exercisable to purchase shares of the Company’s common stock at an exercise price of $0.40 per share subject to adjustment set forth in Section 3 hereto.

(b)            Method of Exercise .  From and after the Issuance Date through and including the Expiration Date, the Holder hereof shall be entitled to receive, (i) upon exercise of this Warrant in whole in accordance with the terms of subsection 1(b)(i), (ii) upon exercise of

this Warrant in part in accordance with subsection 1(b)(ii), or (iii) by “cashless exercise” in accordance with the provisions of subsection 1(b)(iii), shares of common stock of the Company.  

(i)   Full Exercise . This Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile copy of the form of exercise attached as Exhibit A hereto (the “ Exercise Notice ") duly executed by such Holder and surrender of the original Warrant within seven (7) business days of exercise, to the Company at its principal office accompanied by payment, in cash, wire transfer or by certified or official bank check payable to the order of the Company, in the amount obtained by (x) multiplying the number of shares of common stock for which this Warrant is then exercisable by (y) the Exercise Price.

(ii) Partial Exercise . This Warrant may be exercised in part (but not for a fractional share) by surrender of this Warrant in the manner and at the place provided in subsection 1(b)(i) except that the amount payable by the Holder on such partial exercise shall be the amount obtained by multiplying (x) the number of shares of common stock designated by the Holder in the Subscription Form by (y) the Exercise Price.  On any such partial exercise, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, the whole number of shares of common stock for which such Warrant may still be exercised.

(iii) Cashless Exercise . Notwithstanding any provision herein to the contrary, if a registration statement under the Securities Act providing for the resale of the Warrant Shares in accordance with the Registration Rights set forth in Section 8 hereof is not in effect within one (1) year after the Issuance Date, the Holder may elect to exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Issuer together with the properly endorsed Series A Exercise Notice attached hereto as Exhibit A , in which event the Issuer shall issue to the Holder a number of shares of Common Stock computed using the following formula:

For the purpose of this subsection 1(b)(iii), Trading Day means a day on which the Common Stock is quoted in the OTC Bulletin Board as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting price). Per Share Market Value means the last closing price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board at the close of business on such date, or if there is no closing price on such date, then the last closing bid price.

(c)            Issuance of Stock Certificates . In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof, certificates for the shares of Warrant Stock so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding five (5) business days after such exercise.

(d)            Compliance with Securities Law .

(i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Stock 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 for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the Securities Act and any applicable state securities laws.

(ii)  Except as provided otherwise in this Warrant, this Warrant and all certificates representing shares of Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form:

 (iii) Accredited Investor Status . In no event may the Holder exercise this Warrant in whole or in part unless the Holder is an “accredited investor” as defined in Regulation D promulgated under the Securities Act.

(e)            Company Acknowledgment . The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof acknowledge in writing its

 continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant. If the Holder fails to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights.

(f)            Delivery of Stock Certificates, etc. on Exercise . The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within five (5) business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of common stock (or other securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled.

2.            Adjustments of Warrant .

(a)            Reorganization, Consolidation, Merger, Not Constituting Liquidity Event .  In case at any time or from time to time, the Company shall (a) effect a reorganization, or (b) consolidate with or merge