WARRANT TO PURCHASE SHARES

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.

This Warrant is issued to ZAGG, Inc. (the “ Holder ”) by hZo, Inc., a Delaware corporation (the “ Company ”), pursuant to the terms of that certain Note and Warrant Purchase Agreement (the “ Purchase Agreement ”), dated as of September 25, 2009, in connection with the Company’s issuance of a Subordinated Secured Convertible Promissory Note (the “ Note ”) to the Holder.

1.   Purchase of Shares .  Subject to the terms and conditions hereinafter set forth and set forth in the Purchase Agreement, the Holder is entitled, during the Exercise Period, as defined below, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder in writing), to purchase from the Company up to the number of fully paid and nonassessable Shares (as defined below) equal to thirty percent (30%) multiplied by the quotient obtained by dividing the principal amount of the Note by the Exercise Price (as defined below).

2.   Definitions .

(a)   Change of Control .  The term “ Change of Control ” shall mean (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such transaction or series of transactions; (ii) a sale, lease or other conveyance of all or substantially all of the assets of the Company; or (iii) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.

(b)   Exercise Period .  Prior to the expiration of this Warrant pursuant to Section 14 hereof, this Warrant shall be exercisable in whole or in part (i) for Qualified Securities (as defined below) at any time following the consummation by the Company of a Qualified Financing (as defined below) or (ii) for shares of the Company Common Stock at (A) anytime following the Maturity Date (as defined in the Note), (B) in connection with any Change of Control or initial public offering if no Qualified Financing has occurred prior to such date, or (C) in connection with any Event of Default under the Note if no Qualified Financing has occurred prior to such date.

(c)   Exercise Price .  The exercise price for the Shares (the “ Exercise Price ”) shall be the price per share of the Qualified Securities (as defined below).

(d)   Qualified Financing .  The term “ Qualified Financing ” is any equity financing, consummated prior to the expiration of this Warrant pursuant to Section 14 hereof, pursuant to which the Company sells shares of a series of preferred stock in a transaction or series of related transactions with an aggregate sales price of not less than $1,000,000, excluding cancellation of indebtedness or conversion of any and all convertible bridge notes which are converted into preferred stock (including the Notes), and with the principal purpose of raising capital (a “ Qualified Financing ”).  The term “ Qualified Securities ” means the equity securities issued in a Qualified Financing.

(e)   The Shares .  The term “ Shares ” shall mean shares of Qualified Securities.

3.   Method of Exercise .  While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby.  Such exercise shall be effected by:

(i)   the surrender of this Warrant, together with a notice of exercise to the Chief Financial Officer of the Company at its principal offices; and

(ii)   the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased.

4.   Net Exercise .                                In lieu of cash exercising this Warrant, the Holder may elect to receive Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder a number of Shares computed using the following formula:

Y (A - B)

X =                  A

Where

For purposes of this Section 4, the fair market value of a Share shall mean the average of the closing bid and asked prices of Shares quoted in the over-the-counter market in which the Shares are traded or the closing price quoted on any exchange on which the Shares are listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the ten (10) trading days prior to the date of determination of fair market value (or such shorter period of time during which such stock was traded over-the-counter or on such exchange).  If the Shares are not traded on the over-the-counter market or on an exchange, the fair market value shall be the price per Share that the Company could obtain from a willing buyer for Shares sold by the Company from authorized but unissued Shares, as such prices shall be determined in good faith by the Company’s Board of Directors.

5.   Certificates for Shares .  Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of Shares so purchased shall be issued as soon as practicable thereafter, and in any event within thirty (30) days of the delivery of the subscription notice.

6.   Issuance of Shares .  The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof.

7.   Adjustment of Exercise Price and Number of Shares .  The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

(a)   Subdivisions, Combinations and Other Issuances .  If the Company shall at any time prior to the expiration of this Warrant subdivide the Shares, by split-up or otherwise, or combine its Shares, or issue additional shares of its Shares as a dividend, the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination.  Appropriate adjustments shall also be made to the purchase price payable per Share, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same.  Any adjustment under this Section 7(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

(b)   Reclassification, Reorganization and Consolidation .  In case of any reclassification, capital reorganization, or change in the capital stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 7(a) above), then the Company shall make appropriate provision so that the Holder shall have the right at an