WARRANT AGREEMENT

1.

Warrants . Each Unit Warrant will entitle the registered holder to purchase from the Company one share of Company common stock, $0.001 par value per share (each a “ Share ”), at $_____ per Share (the “ Exercise Price ”). The Exercise Price is subject to adjustments as provided in Section 13 hereof. A Warrant Holder may exercise all or any number of Unit Warrants resulting in the purchase of a whole number of Shares.

2.

Exercise Period . The Unit Warrants may be exercised at any time during the period (the “ Exercise Period ”) commencing ___________, 2009 and ending at 5:00 p.m., Pacific Time on ___________, 2014 (“ Expiration Date ”). After the Expiration Date, any unexercised Unit Warrants will be void and all rights of Warrant Holders shall cease.

3.

Execution of Warrant Certificates . Warrant Certificates shall be in registered form only and shall be substantially in the form set forth in Exhibit A attached to this Agreement. Warrant Certificates shall be signed by, or shall bear the facsimile signature of, the President of the Company and the Executive Chairman of the Company and shall bear a facsimile of the Company’s corporate seal. If any person, whose facsimile signature has been placed upon any Warrant Certificate or the signature of an officer of the Company, shall have ceased to be such officer before such Warrant Certificate is countersigned, issued and delivered, such Warrant Certificate shall be countersigned, issued and delivered with the same effect as if such person had not ceased to be such officer. Any Warrant Certificate may be signed by, or made to bear the facsimile signature of, any person who at the actual date of the preparation of such Warrant

Certificate shall be a proper officer of the Company to sign such Warrant Certificate even though such person was not such an officer upon the date of the Agreement.

4.

Countersigning . Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent hereby is authorized to countersign and deliver to, or in accordance with the instructions of, any Warrant Holder any Warrant Certificate which is properly issued.

5.

Registration of Transfer and Exchanges . The Warrant Agent shall from time to time register the transfer of any outstanding Warrant Certificate upon records maintained by the Warrant Agent for such purpose upon surrender of such Warrant Certificate to the Warrant Agent for transfer, accompanied by appropriate instruments of transfer in form satisfactory to the Company and the Warrant Agent and duly executed by the Warrant Holder or a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued in the name of and to the transferee and the surrendered Warrant Certificate shall be cancelled.

6.

Exercise of Warrants .

(a)

Subject to the terms of the Unit Warrant, any Unit Warrant may be exercised upon any single occasion during the exercise period. A Unit Warrant shall be exercised by the Warrant Holder by surrendering to the Warrant Agent the Warrant Certificate with the exercise form on the reverse of such Warrant Certificate duly completed and executed and delivering to the Warrant Agent, by good check or bank draft payable to the order of the Warrant Agent, the Exercise Price for each Share to be purchased.

(b)

Upon receipt of a Warrant Certificate with the exercise form thereon duly executed together with payment in full of the Exercise Price for the Shares for which Unit Warrants are then being exercised, the Warrant Agent shall requisition from any transfer agent for the Shares, and upon receipt shall make delivery of, certificates evidencing the total number of whole Shares for which Unit Warrants are then being exercised in such names and denominations as are required for delivery to, or in accordance with the instructions of, the Warrant Holder. Such certificates for the Shares shall be deemed to be issued, and the person whom such Shares are issued of record shall be deemed to have become a holder of record of such Shares, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided that if the transfer books of the Company with respect to the Shares, shall be closed, the certificates for the Shares issuable upon exercise of the Unit Warrant shall be issued as of the date on which such books shall next be open, and the person to whom such Shares are issued of record shall be deemed to have become a record holder of such Shares as of the date on which such books shall next be open (whether before, on or after the Expiration Date) and until such date the Warrant Agent shall be under no duty to deliver any certificate for such Shares.

(c)

If less than all a Warrant Holder’s Unit Warrants are exercised upon a single occasion, a new Warrant Certificate for the balance of the Unit Warrants not so exercised shall be issued and delivered to, or in accordance with, transfer instructions properly given by the Warrant Holder until the Expiration Date.

(d)

All Warrant Certificates surrendered upon exercise shall be cancelled.

(e)

Upon the exercise of any Unit Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exercised Unit Warrants to be issued.

(f)

Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of Share certificates to the shareholder, will be deducted from the Exercise Price submitted by a Warrant Holder prior to the distribution of funds to the Company. A detailed accounting statement relating to the number of Unit Warrants exercised, names and registered Warrant Holder(s) and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount.

7.

Warrant Solicitation and Warrant Solicitation Fee .

(a)

The Company has engaged Paulson, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Unit Warrants. The Company will, at its cost, (i) assist Paulson with respect to such solicitation, if requested by Paulson, and (ii) provide Paulson, and direct the Warrant Agent to deliver to Paulson lists of the record and, to the extent known, beneficial owners of the Company’s Unit Warrants. The Company hereby instructs the Warrant Agent to cooperate with Paulson in every respect in connection with Paulson’s solicitation activities, including, but not limited to, providing to Paulson, at the Company’s cost, a list of record and beneficial holders of the Unit Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 7(b) below to holders of the Unit Warrants at the time of exercise of the Unit Warrants. In addition to the conditions set forth in Section 7(b), Paulson shall accept payment of the warrant solicitation fee provided in Section 7(b) only if permitted under the rules and regulations of the FINRA and only to the extent that a holder who exercises Unit Warrants specifically designates, in writing, that Paulson solicited the exercise.

(b)

In each instance in which a Unit Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Paulson (“ Warrant Agent ’ s Exercise Notice ”). If, upon the exercise of any Unit Warrant more than one year from the effective date of the registration statement, registering the Unit Warrants, (i) the market price of the Company’s common stock is greater than the Exercise Price, (ii) disclosure of compensation arrangements between the Company and Paulson with respect to the solicitation of the exercise of the Unit Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Unit Warrant confirms in writing that the exercise of the Unit Warrant was solicited by Paulson, (iv) the Unit Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Unit Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the common stock underlying the Unit Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Unit Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to Paulson, provided that Paulson

delivers to the Warrant Agent within ten (10) business days from the date on which Paulson has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Paulson with respect to the exercise by Paulson or its affiliates of Unit Warrants purchased by it or them and still held by it or them for its or their own account. Paulson and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Unit Warrants.

(c)

The provisions of this Section 7 may not be modified, amended or deleted without the prior written consent of Paulson.

8.

Redemption of Warrants .

(a)

The Unit Warrants outstanding at the time of a redemption may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days prior notice as provided in Section 8(d) below, which notice may not be given before, but may be given at any time after the date on which the closing price of the Company’s common stock on the principal exchange or trading facility on which it is then traded has equaled or exceeded $____ for five consecutive trading days.

(b)

The price at which Unit Warrants may be redeemed (the “ Redemption Price ”) is $          per Unit Warrant. On and after the redemption date, the holders of record of redeemed Unit Warrants shall be entitled to payment of the Redemption Price upon surrender of the Warrant Certificates of such redeemed Unit Warrants to the Company at the office of the Warrant Agent.

(c)

Notice of redemption of Unit Warrants shall be given at least 30 days prior to the redemption date by mailing, by registered or certified mail, return receipt requested, a copy of such notice to the Warrant Agent and to all of the holders of record of redeemed Unit Warrants at their respective addresses appearing on the books or transfer records of the Warrant Agent or such other address designated in writing by the holder of record to the Warrant Agent not less than 40 days prior to the redemption date.

(d)

From and after the redemption date, all rights of the holders with respect to the redeemed Unit Warrants (except the right to receive the Redemption Price) shall terminate, but only if (i) no later than one day prior to the redemption date the Company shall have irrevocably deposited with the Warrant Agent as paying agent a sufficient amount to pay on the redemption date the Redemption Price for all Unit Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent no later than one day prior to the redemption date.

(e)

On the redemption date, the Warrant Agent shall pay to the holders of record of redeemed Unit Warrants all monies received by the Warrant Agent for the redemption of Unit Warrants to which the holders of record of such redeemed Unit Warrants who shall have surrendered their Warrant Certificates are entitled. The Warrant Agent shall have no obligation to pay for the redemption of Unit Warrants except to the extent that funds for such payment have been provided to it by the Company.

(f)

All amounts deposited with the Warrant Agent that are not required for redemption of Unit Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent that shall be unclaimed after six months after the redemption date shall be redelivered back to the Company, and thereafter the holders of the Unit Warrants called for redemption for which such funds were deposited shall look solely to the Company for payment, it being understood that the Warrant Agent shall be under no obligation to report or remit unclaimed property to appropriate states in compliance with applicable law. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services hereunder will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to time.

(g)

If the company fails to make a sufficient deposit with the Warrant Agent as provided above, the holder of any Unit Warrants called for redemption may at the option of the holder (i) by notice to the Company declare the notice of redemption a nullity as to such holder, or (ii) maintain an action against the Company for the Redemption Price. If the holder brings such an action, the Company will pay reasonable attorneys’ fees of the holder. If the holder fails to bring an action against the Company for the Redemption Price within 60 days after the redemption date, the holder shall be deemed to have elected to declare the notice of redemption to be a nullity as to such holder and such notice shall be without any force or effect as to such holder. Except as otherwise specifically provided in this paragraph 8(g), a notice of redemption, once mailed by the Company as provided in paragraph 8(c) shall be irrevocable.

(h)

Notwithstanding anything to the contrary in this Section 8, the Company may not provide notice of any redemption pursuant to this Section 8 at any time at which the Warrants are not currently exercisable as a result of the application of Section 12. If, during the period between notice of redemption and the Redemption Date, the Unit Warrants become not currently exercisable as a result of the application of Section 12, the Redemption Date shall be extended to be the tenth business day after such restriction on exercise lapses.

9.

Taxes . The Company will pay all taxes attributable to the initial issuance of Shares upon exercise of Unit Warrants. The Company shall not, however, be required to pay any tax which may be payable in respect to any transfer involved in any issue of Warrant Certificates or in the issue of any certificates of Shares in the name other than that of the Warrant Holder upon the exercise of any Warrant.

10.

Mutilated or Missing Warrant Certificates . On receipt by the Company and the Warrant Agent of evidence satisfactory as to the ownership of and the loss, theft, destruction or mutilation of any Warrant Certificate, the Company shall execute and the Warrant Agent shall countersign and deliver in lieu thereof, a new Warrant Certificate. In the case of loss, theft or destruction of any Warrant Certificate, the Registered Owner requesting issuance of a new Warrant Certificate shall be required to secure an indemnity bond from an approved surety bonding company. In the event a Warrant Certificate is mutilated, such Warrant Certificate shall be surrendered and canceled by the Warrant Agent prior to delivery of a new Warrant Certificate. Applicants for a substitute Warrant Certificate shall also comply with such other regulations and pay such other reasonable charges as the Warrant Agent may prescribe.

11.

Reservation of Shares . For the purpose of enabling the Company to satisfy all obligations to issue Shares upon exercise of Unit Warrants, the Company will at all times reserve and keep available free