WARRANTS

This Warrant to Purchase Common Stock (the “Warrant”) certifies that for value received, [__________________] (the “Holder”), or its assigns, is entitled to subscribe for and purchase from the Company (as hereinafter defined), in whole or in part, [______________] shares of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (as hereinafter defined) at the initial Exercise Price (as hereinafter defined), subject, however, to the provisions and upon the terms and conditions hereinafter set forth.  The number of Warrants (as hereinafter defined), the number of shares of Common Stock purchasable hereunder, and the Exercise Price therefor are subject to adjustment as hereinafter set forth.  This Warrant and all rights hereunder shall expire at 5:00 p.m., New York City time, on [______________], 2013.

As used herein, the following terms shall have the meanings set forth below:

“ Company ” shall mean Boomerang Systems, Inc., a Delaware corporation, and shall also include any successor thereto with respect to the obligations hereunder, by merger, consolidation or otherwise.

“ Common Stock ” shall mean and include the Company's Common Stock, par value $0.001 per share, authorized on the date of the original issue of this Warrant and shall also include (i) in case of any reorganization, reclassification, consolidation, merger, share exchange or sale, transfer or other disposition of assets of the character referred to in Section  hereof, the stock, securities provided for in such Section, and (ii) any other shares of common stock of the Company into which such shares of Common Stock may be converted.

“ Exercise Price ” shall mean the initial purchase price of $1.25 per share of Common Stock payable upon exercise of the Warrants.  The Exercise Price is subject to adjustment from time to time pursuant to the provisions hereof.

“ Person ” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Warrant ” shall mean the right upon exercise to purchase one Warrant Share.

“ Warrant Shares ” shall mean the shares of Common Stock purchased or purchasable by the holder hereof upon the exercise of the Warrants.

1.1                      Method of Exercise .  The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the date hereof until 5:00 p.m., New York City time, on [____________], 2013.  To exercise the Warrants, the holder hereof shall deliver to the Company, at the Warrant Office designated in Section 4.6 hereof, (i) a written notice in the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price in cash or by bank check for all Warrant Shares purchased hereunder.  The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, as aforesaid, and such date is referred to herein as the “Exercise Date”.  Upon such exercise, the Company shall, as promptly as practicable and in any event within ten (10) business days, issue and deliver to such holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the number of Warrants, if any, that shall not have been exercised, in all other respects identical to this Warrant.  As permitted by applicable law, the Person in whose name the certificates for Common Stock are to be issued shall be deemed to have become a holder of record of such Common Stock on the Exercise Date and shall be entitled to all of the benefits of such holder on the Exercise Date, including without limitation, the right to receive dividends and other distributions for which the record date falls on or after the Exercise Date and the right to exercise voting rights.

1.2                       Expenses and Taxes .  The Company shall pay all expenses and taxes (including, without limitation, all documentary, stamp, transfer or other transactional taxes) other than income taxes attributable to the preparation, issuance or delivery of the Warrants and of the shares of Common Stock issuable upon exercise of the Warrants.

1.3                       Reservation of Shares .  The Company shall reserve at all times so long as the Warrants remain outstanding, free from preemptive rights, out of its treasury Common Stock or its authorized but un-issued shares of Common Stock, or both, solely for the purpose of effecting the exercise of the Warrants, a sufficient number of shares of Common Stock to provide for the exercise of the Warrants.

1.4                       Valid Issuance .  All shares of Common Stock that may be issued upon exercise of the Warrants will, upon issuance by the Company, be duly and validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof and, without limiting the generality of the foregoing, the Company shall take no action or fail to take any action which will cause a contrary result (including, without limitation, any action that would cause the Exercise Price to be less than the par value, if any, of the Common Stock).

1.5                       Subscription Agreement .  The Warrants represented hereby are part of a duly authorized issuance and sale of warrants to purchase Common Stock issued and sold pursuant to that certain Subscription Agreement dated as of August 8, 2008 (or such later date as the subscriber’s subscription price is received and collected by the Company) (the “Agreement”), between the Company and the Holder.  The terms of the Agreement are hereby incorporated herein for all purposes and shall be considered a part of this Warrant as if they had been fully set forth herein.  Notwithstanding the previous sentence, in the event of any conflict between the provisions of the Agreement and of this Warrant, the provisions of this Warrant shall control.

1.6                       Acknowledgment of Rights .  At the time of the exercise of the Warrants in accordance with the terms hereof and upon the written request of the holder hereof, the Company will 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; provided , however , that if the holder hereof shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such holder any such rights.

1.7                       No Fractional Shares .  The Company shall not be required to issue fractional shares of Common Stock on the exercise of this Warrant.  If more than one Warrant shall be presented for exercise at the same time by the same holder, the number of full shares of Common Stock which shall be issuable upon such exercise shall be computed on the basis of the aggregate number of whole shares of Common Stock purchasable on exercise of the Warrants so presented.  If any fraction of a share of Common Stock would, except for the provisions of this Section, be issuable on the exercise of this Warrant, the Company shall pay an amount in cash calculated by it to be equal to the fair market value of such fractional share as reasonably determined by the Company’s Board of Directors.

2.1                       Warrant Office.   The Company shall maintain an office for certain purposes specified herein (the “Warrant Office”), which office shall initially be the Company's offices at 355 Madison Avenue, Morristown, NJ 07960 and may subsequently be such other office of the Company or of any transfer agent of the Common Stock in the continental United States as to which written notice has previously been given to the holder hereof.  The Company shall maintain, at the Warrant Office, a register for the Warrants in which the Company shall record the name and address of the Person in whose name this Warrant has been issued, as well as the name and address of each permitted assignee of the rights of the registered owner hereof.

2.2                       Ownership of Warrants .  The Company may deem and treat the Person in whose name the Warrants are registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary until presentation of this Warrant for registration of transfer as provided in this Article II.  Notwithstanding the foregoing, the Warrants represented hereby, if properly assigned in compliance with this Article II, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

2.3                       Restrictions on Transfer of Warrants .  The Company agrees to maintain at the Warrant Office books for the registration and transfer of the Warrants.  Subject to the restrictions on transfer of the Warrants in this Section, the Company, from time to time, shall register the transfer of the Warrants in such books upon surrender of this Warrant at the Warrant Office properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer satisfactory to the Company.  Upon any such transfer and upon payment by the holder or its transferee of any applicable transfer taxes, new Warrants shall be issued to the transferee and the transferor (as their respective interests may appear) and the surrendered Warrants shall be canceled by the Company.  The Company shall pay all taxes (other than securities transfer taxes or income taxes) and all other expenses and charges payable in connection with the transfer of the Warrants pursuant to this Section.

2.3.1                     Restrictions in General .  The holder of the Warrants agrees that it will not transfer the Warrants unless registration of such Warrant Shares under the Securities Act and any applicable state securities or blue sky laws has become effective or the holder has provided to the Company an opinion of counsel acceptable to the Company that such registration is not required.  Prior to any transfer (other than the grant of a security interest) as provided herein, the transferor shall provide written notice to the Company and an opinion of counsel to the effect that the proposed transfer is exempt from registration under all applicable securities laws, all in form and substance reasonably satisfactory to the Company.

2.4                       Compliance with Securities Laws .  Notwithstanding any other provisions contained in this Warrant except Section 2.3.1, the holder hereof understands and agrees that the following restrictions, limitations and provisions shall be applicable to all Warrant Shares and to all re-sales or other transfers thereof pursuant to the Securities Act:

2.4.1                    The holder hereof agrees that the Warrant Shares shall not be sold or otherwise transferred unless the Warrant Shares are registered under the Securities Act and applicable state securities or blue sky laws or are exempt therefrom.

2.4.2                    A legend in substantially the following form will be placed on the certificate(s) evidencing the Warrant Shares:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN