WARRANT TO PURCHASE COMMON STOCK OF PERF-GO GREEN HOLDINGS, INC.

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                          PERF-GO GREEN HOLDINGS, INC.


THIS   WARRANT   AND THE SHARES OF COMMON   STOCK   ISSUABLE   UPON   EXERCISE OF THIS
WARRANT   HAVE   BEEN   ACQUIRED   FOR   INVESTMENT   PURPOSES   ONLY   AND   MAY   NOT BE
TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED   (THE   "SECURITIES   ACT") SHALL HAVE BECOME   EFFECTIVE   WITH   RESPECT
THERETO   OR (ii)   RECEIPT BY THE   COMPANY   OF AN   OPINION OF COUNSEL   REASONABLY
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES
ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. THIS LEGEND SHALL
BE ENDORSED   UPON ANY WARRANT   ISSUED IN EXCHANGE FOR THIS WARRANT OR ANY SHARES
OF COMMON STOCK   ISSUABLE   UPON EXERCISE OF THIS   WARRANT.   NOTWITHSTANDING   THE
FOREGOING,   THE WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS   WARRANT MAY BE PLEDGED IN   CONNECTION   WITH A BONA FIDE MARGIN   ACCOUNT OR
OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.


                   ------------------------------------------


     This is to Certify that, FOR VALUE RECEIVED,   ________________,   or assigns
("Holder"), is entitled to purchase,   subject to the provisions of this Warrant,
from Perf-Go   Green   Holdings,   Inc., a Delaware   corporation   (the   "Company"),
________ fully paid,   validly issued and   nonassessable   shares of common stock,
par value $.0001 per share, of the Company   ("Common Stock") at a price of $1.00
per share (the "Exercise   Price"),   which exercise may take place at any time or
from time to time   during the period of five (5) years   from   ___________,   2008
(the   "Exercise   Period").   The number of shares of Common   Stock to be received
upon the   exercise   of this   Warrant   and the price to be paid for each share of
Common Stock may be adjusted   from time to time as   hereinafter   set forth.   The
shares of Common Stock deliverable upon such exercise, and as adjusted from time
to time,   are   hereinafter   sometimes   referred to as   "Warrant   Shares" and the
exercise   price of a share of Common Stock in effect at any time and as adjusted
from time to time is hereinafter   sometimes referred to as the "Exercise Price".
This   Warrant is issued in   connection   with an offering by the Company of up to
$5,000,000   of   10%   Senior   Secured    Convertible    Debentures    (the   "Private
Placement").

     Notwithstanding   the   provisions   of this   Warrant,   the Company   shall not
effect the exercise of this Warrant,   and the Holder shall not have the right to
exercise this Warrant,   to the extent that after giving effect to such exercise,
such Person (together with such Person's   affiliates) would   beneficially own in
excess of 4.99%   (the   "Maximum   Percentage")   of the   shares   of   Common   Stock

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outstanding   immediately   after giving effect to such exercise.   For purposes of
the   foregoing   sentence,   the   aggregate   number   of   shares   of   Common   Stock
beneficially owned by such Person and its affiliates shall include the number of
shares of Common Stock   issuable   upon   exercise of this Warrant with respect to
which the determination of such sentence is being made, but shall exclude shares
of Common   Stock   which would be issuable   upon (i)   exercise of the   remaining,
unexercised   portion of this Warrant   beneficially   owned by such Person and its
affiliates   and (ii) exercise or conversion of the   unexercised   or   unconverted
portion of any other securities of the Company beneficially owned by such Person
and its affiliates   (including,   without   limitation,   any convertible   notes or
convertible   preferred stock or warrants)   subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in
the preceding   sentence,   for purposes of this paragraph,   beneficial   ownership
shall be calculated in accordance with Section 13(d) of the Securities   Exchange
Act of 1934, as amended. For purposes of this Warrant, in determining the number
of   outstanding   shares of Common   Stock,   the   Holder may rely on the number of
outstanding shares of Common Stock as reflected in (1) the Company's most recent
Form 10-K, Form 10-KSB,   Form 10-Q,   Form 10-QSB,   Current Report on Form 8-K or
other public filing with the Securities and Exchange Commission, as the case may
be, (2) a more recent public announcement by the Company or (3) any other notice
by the   Company   or the   Transfer   Agent   setting   forth the number of shares of
Common Stock   outstanding.   For any reason at any time, upon the written or oral
request of the Holder,   the Company shall within one Business Day confirm orally
and in   writing   to the   Holder   the   number   of shares   of   Common   Stock   then
outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of
the Company,   including the Warrants, by the Holder and its affiliates since the
date as of which such number of outstanding shares of Common Stock was reported.
By written   notice to the Company,   the Holder may from time to time increase or
decrease the Maximum   Percentage to any other   percentage not in excess of 9.99%
specified   in such   notice;   provided   that   (i) any such   increase   will not be
effective until the sixty-first (61st) day after such notice is delivered to the
Company,   and (ii) any such   increase or decrease   will apply only to the Holder
and not to any other holder of Warrants.   The provisions of this paragraph shall
be construed and   implemented in a manner   otherwise   than in strict   conformity
with the terms of this   provision   to correct   this   paragraph   (or any   portion
hereof)   which may be defective   or   inconsistent   with the intended   beneficial
ownership   limitation   herein   contained   or   to   make   changes   or   supplements
necessary or desirable to properly give effect to such limitation.

     (a) EXERCISE OF WARRANT; CANCELLATION OF WARRANT.

     (1) This   Warrant may be   exercised in whole or in part at any time or from
time to time during the Exercise Period;   provided,   however, that (i) if either
such day is a day on which   banking   institutions   in the   State of New York are
authorized by law to close,   then on the next   succeeding day which shall not be
such a day,   and   (ii) in the   event   of any   merger,   consolidation   or sale of
substantially   all the assets of the Company as an   entirety,   resulting   in any
distribution to the Company's stockholders, prior to termination of the Exercise
Period,   the Holder shall have the right to exercise this Warrant   commencing at
such time   through   the   termination   of the   Exercise   Period into the kind and
amount of shares of stock and other   securities   and property   (including   cash)
receivable   by a holder of the number of shares of Common   Stock into which this
Warrant might have been exercisable   immediately prior thereto. This Warrant may


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<PAGE>
be   exercised   by   presentation   to the Company at its   principal   office of the
Purchase   Form annexed   hereto duly executed and   accompanied   by payment of the
Exercise Price, unless exercising this Warrant pursuant to terms of the cashless
exercise provision,   for the number of Warrant Shares specified in such form. As
soon as practicable after each such exercise of the warrants, but not later than
three (3) Trading   Days   following   the receipt of the   Purchase   Form,   the tax
identification   number   or   social   security   number   of   the   Holder,   and,   if
necessary,   good and available funds (the "Exercise   Delivery   Documents"),   the
Company shall issue and deliver to the Holder a certificate or certificates   for
the Warrant Shares   issuable upon such   exercise,   registered in the name of the
Holder or its designee.   If this Warrant   should be exercised in part only,   the
Company shall record such exercise in its books and records and keep a ledger of
the number of Warrant Shares   remaining   after the exercise and the Holder shall
be deemed to be the holder of record of the shares of Common Stock issuable upon
such   exercise,   notwithstanding   that the stock   transfer   books of the Company
shall then be closed or that   certificates   representing   such   shares of Common
Stock shall not then be physically   delivered to the Holder. If within three (3)
Trading Days after the Company's receipt of the Exercise Delivery   Documents the
Company shall fail to issue and deliver a certificate to the Holder and register
such   shares of Common   Stock on the   Company's   share   register   or credit   the
Holder's   balance   account   with   The   Depository   Trust   Company   ("DTC")   Fast
Automated   Securities   Transfer Program for the number of shares of Common Stock
to which the Holder is entitled upon the Holder's exercise hereunder,   and if on
or after such Trading Day the Holder purchases (in an open market transaction or
otherwise)   shares of Common Stock to deliver in   satisfaction   of a sale by the
Holder of shares of Common Stock   issuable   upon such   exercise   that the Holder
anticipated   receiving   from the Company (a "Buy-In"),   then the Company   shall,
within   three (3) Business   Days after the Holder's   request and in the Holder's
discretion, either (i) pay cash to the Holder in an amount equal to the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased   (the "Buy-In   Price"),   at which point the   Company's
obligation   to deliver   such   certificate   (and to issue   such   shares of Common
Stock) or credit such Holder's balance account with DTC shall terminate, or (ii)
promptly   honor   its   obligation   to   deliver   to the   Holder a   certificate   or
certificates   representing   such shares of Common Stock or credit such   Holder's
balance   account   with DTC and pay cash to the Holder in an amount   equal to the
excess (if any) of the   Buy-In   Price   over the   product   of (A) such   number of
shares of Common Stock, times (B) the Closing Bid Price on the date of exercise.

     (2)   Notwithstanding   anything   contained   herein   to   the   contrary,   if a
Registration   Statement   (as   defined   in   the   Registration   Rights   Agreement)
covering   the resale of the Warrant   Shares that are the subject of the Purchase
Form   pursuant   to the   1933   Act   (the   "Unavailable   Warrant   Shares")   is not
available for the resale of such Unavailable   Warrant Shares,   at any time prior
to the   expiration   of the   Exercise   Period,   the Holder   may,   at its   option,
exercise this Warrant on a cashless basis by exchanging   this Warrant,   in whole
or in part (a "Warrant Exchange"),   into the number of Warrant Shares determined
in accordance with this Section (a)(2), by surrendering the Purchase Form at the
principal   office of the Company or at the office of its stock   transfer   agent,
accompanied   by a notice   stating such Holder's   intent to effect such exchange,
the number of Warrant   Shares to be   exchanged   and the date on which the Holder
requests   that such   Warrant   Exchange   occur (the   "Notice of   Exchange").   The
Warrant Exchange shall take place on the date specified in the Purchase Form or,
if later,   the date the Purchase Form is received by the Company (the   "Exchange


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<PAGE>

Date"). Certificates for the shares issuable upon such Warrant Exchange shall be
issued as of the Exchange Date and delivered to the Holder within three (3) days
following the Exchange   Date. If this Warrant   should be exercised in part only,
the   Company   shall   record   such   exercise   in its books and records and keep a
ledger   of the   number of   Warrant   Shares   remaining   after   the   exercise.   In
connection with any Warrant Exchange,   this Warrant shall represent the right to
subscribe   for and acquire the number of Warrant   Shares equal to (i) the number
of Warrant   Shares   specified   by the Holder in its   Purchase   Form (the   "Total
Number") less (ii) the number of Warrant   Shares equal to the quotient   obtained
by dividing (A) the product of the Total Number and the existing   Exercise Price
by (B) the current market value of a share of Common Stock. Current market value
shall have the meaning set forth   Section   (c) below,   except that for   purposes
hereof,   the date of   exercise,   as used in such   Section   (c),   shall   mean the
Exchange Date.

      (b)   RESERVATION   OF SHARES.   The   Company   shall at all times   reserve for
issuance   and/or delivery upon exercise of this Warrant such number of shares of
its   Common   Stock   equal to 130% of the total   number of   shares   required   for
issuance and delivery upon exercise of the Warrants.

     (c)   FRACTIONAL   SHARES.   No   fractional   shares   or   script    representing
fractional   shares   shall be issued   upon the   exercise   of this   Warrant.   With
respect to any   fraction of a share   called for upon any   exercise   hereof,   the
Company   shall   pay to the   Holder   an   amount   in cash   equal to such   fraction
multiplied   by the current   market value   ("Current   Market   Value") of a share,
determined as follows:

     (1) If the Common   Stock is listed on a   national   securities   exchange   or
admitted to unlisted   trading   privileges on such exchange or listed for trading
on the Nasdaq Global Market, the current market value shall be the last reported
sale price of the Common Stock on such   exchange or market on the last   business
day prior to the date of exercise of this   Warrant or if no such sale is made on
such day,   the average of the closing bid and asked   prices for such day on such
exchange or market; or

     (2) If the Common   Stock is not so listed or admitted   to unlisted   trading
privileges, but is traded on the Nasdaq Capital Market, the current market value
shall be the average of the   closing   bid and asked   prices for such day on such
market and if the Common Stock is not so traded,   the current market value shall
be the mean of the last   reported   bid and asked   prices   reported   by the FINRA
Electronic   Bulletin   Board on the last   business   day   prior to the date of the
exercise of this Warrant; or

     (3) If the Common   Stock is not so listed or admitted   to unlisted   trading
privileges   and bid and asked   prices are not so   reported,   the current   market
value shall be an amount,   not less than book value thereof as at the end of the
most recent fiscal year of the Company   ending prior to the date of the exercise
of the Warrant, determined in such reasonable manner as may be prescribed by the
Board of Directors of the Company.

     (d)   EXCHANGE,   TRANSFER,   ASSIGNMENT   OR LOSS OF WARRANT.   This Warrant is
exchangeable,   without expense,   at the option of the Holder,   upon presentation
and   surrender   hereof to the   Company   or at the   office of its stock   transfer


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<PAGE>

agent,   if any, for other   warrants of   different   denominations   entitling   the
holder   thereof to purchase in the aggregate the same number of shares of Common
Stock   purchasable   hereunder.   Upon surrender of this Warrant to the Company at
its principal   office or at the office of its stock transfer agent, if any, with
the Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer   tax,   the Company   shall,   without   charge,   execute and deliver a new
Warrant in the name of the assignee   named in such   instrument of assignment and
this   Warrant   shall   promptly   be   cancelled.   This   Warrant   may be divided or
combined   with other   warrants   which carry the same   rights   upon   presentation
hereof at the   principal   office of the   Company   or at the   office of its stock
transfer agent, if any,   together with a written notice specifying the names and
denominations   in which new   Warrants   are to be issued and signed by the Holder
hereof.   The term "Warrant" as used herein includes any Warrants into which this
Warrant   may be divided or   exchanged.   Upon   receipt by the Company of evidence
satisfactory   to it of the   loss,   theft,   destruction   or   mutilation   of   this
Warrant,   and   (in   the   case of   loss,   theft   or   destruction)   of   reasonably
satisfactory   indemnification,   and   upon   surrender   and   cancellation   of this
Warrant,   if   mutilated,   the Company   will execute and deliver a new Warrant of
like   tenor   and   date.   Any such   new   Warrant   executed   and   delivered   shall
constitute   an   additional   contractual   obligation   on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.

     (e) RIGHTS OF THE   HOLDER.   The   Holder   shall not,   by virtue   hereof,   be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those   expressed   in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

     (f)   ANTI-DILUTION   PROVISIONS.   Subject   to the   provisions   of   Section l
hereof,   the   Exercise   Price in effect at any time and the   number   and kind of
securities   purchasable   upon the exercise of the   Warrants   shall be subject to
adjustment from time to time upon the happening of certain events as follows:

     (1) In case the Company   shall   hereafter   (i) declare a dividend or make a
distribution   on its   outstanding   shares   of   Common   Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding   shares of Common Stock into
a greater   number of shares,   or (iii)   combine or   reclassify   its   outstanding
shares of Common Stock into a smaller   number of shares,   the Exercise   Price in
effect at the time of the record date for such   dividend or   distribution   or of
the effective date of such subdivision, combination or reclassification shall be
adjusted so that it shall equal the price determined by multiplying the Exercise
Price by a fraction,   the   denominator of which shall be the number of shares of
Common Stock outstanding   after giving effect to such action,   and the numerator
of which shall be the number of shares of Common Stock   outstanding   immediately
prior to such   action   with an   appropriate   adjustment   in the number of shares
purchasable   hereunder.   Such adjustment shall be made successively whenever any
event listed above shall occur.

     (2) Subject to the provisions of Subsection (4) below,   in case the Company
shall fix a record date for the issuance of rights or warrants to all holders of
its Common Stock   entitling   them to subscribe for or purchase   shares of Common
Stock   (or    securities    convertible    into   Common   Stock)   at   a   price   (the


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<PAGE>

"Subscription   Price")   (or having a   conversion   price per share) less than the
Current Market Value of the Common Stock on the record date mentioned   below, or
less than the Exercise   Price on such record date,   the Exercise   Price shall be
adjusted so that the same shall equal the lower of (i) the price   determined   by
multiplying the Exercise Price in effect   immediately   prior to the date of such
issuance by a fraction, the numerator of which shall be the sum of the number of
shares of Common Stock   outstanding on the record date   mentioned   below and the
number of additional   shares of Common Stock which the aggregate   offering price
of the total   number of shares of   Common   Stock so   offered   (or the   aggregate
conversion   price of the   convertible   securities so offered)   would purchase at
such Current Market Value per share of the Common Stock,   and the denominator of
which shall be the sum of the number of shares of Common   Stock   outstanding   on
such record date and the number of additional shares of Common Stock offered for
subscription   or purchase (or into which the   convertible   securities so offered
are   convertible)   or (ii) in the   event the   Subscription   Price is equal to or
higher than the Current   Market Value but is less than the Exercise   Price,   the
price determined by multiplying the Exercise Price in effect   immediately   prior
to the date of issuance by a fraction,   the   numerator of which shall be the sum
of the number of shares   outstanding on the record date mentioned   below and the
number of additional   shares of Common Stock which the aggregate   offering price
of the total   number of shares of   Common   Stock so   offered   (or the   aggregate
conversion price of the convertible securities so offered) would purchase at the
Exercise Price in effect immediately prior to the date of such issuance, and the
denominator   of which   shall be the sum of the number of shares of Common   Stock
outstanding   on the record   date   mentioned   below and the number of   additional
shares of Common Stock offered for   subscription   or purchase (or into which the
convertible   securities so offered are   convertible).   Such adjustment   shall be
made   successively   whenever such rights or warrants are issued and shall become
effective    immediately    after   the   record   date   for   the    determination   of
shareholders entitled to receive such rights or warrants; and to the extent that
shares of Common Stock are not delivered (or securities   convertible into Common
Stock are not   delivered)   after the   expiration   of such rights or warrants the
Exercise   Price shall be readjusted to the Exercise Price which would then be in
effect had the   adjustments   made upon the   issuance   of such rights or warrants
been   made   upon the basis of   delivery   of only the   number of shares of Common
Stock (or securities convertible into Common Stock) actually delivered.

     (3) In case the Company   shall   hereafter   distribute to the holders of its
Common Stock evidences of its   indebtedness or assets   (excluding cash dividends
or distributions   and dividends or   distributions   referred to in Subsection (1)
above) or   subscription   rights or   warrants   (excluding   those   referred   to in
Subsection   (2)   above),   then in each   such case the   Exercise   Price in effect
thereafter   shall be   determined   by   multiplying   the Exercise   Price in effect
immediately   prior   thereto by a fraction,   the   numerator of which shall be the
total number of shares of Common   Stock   outstanding   multiplied   by the Current
Market   Value   per   share   of   Common   Stock,   less the fair   market   value   (as
determined by the   Company's   Board of Directors) of said assets or evidences of
indebtedness   so distributed or of such rights or warrants,   and the denominator
of which   shall be the   total   number of   shares   of   Common   Stock   outstanding
multiplied   by such   Current   Market   Value   per   share of   Common   Stock.   Such
adjustment shall be made successively whenever such a record date is fixed. Such
adjustment shall be made whenever any such distribution is made and shall become
effective    immediately    after   the   record   date   for   the    determination   of
shareholders entitled to receive such distribution.



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     (4) Subject to the provisions of Subsection (8) below,   in case the Company
shall   hereafter   issues or sells,   or in accordance with this Section (f)(4) is
deemed   to have   issued or sold,   any   shares of   Common   Stock   (including   the
issuance   or sale of shares of Common   Stock owned or held by or for the account
of the   Company,   but   excluding   shares   issued (a) in any of the   transactions
described in Subsection (1) above, (b) upon conversion of the Notes and Warrants
issued in connection with the Private   Placement,   (c) upon exercise of options,
warrants and convertible   debentures   outstanding as of the date hereof,   (d) to
shareholders of any   corporation   which merges into the Company in proportion to
their stock holdings of such corporation   immediately prior to such merger, upon
such   merger,   (e)   issued in a bona fide   public   offering   pursuant   to a firm
commitment   underwriting   with proceeds of at least   $15,000,000,   (f) any share
issua