Warrant To Purchase Common Stock

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.

THIS CERTIFIES THAT, for value received, ____________ or registered assigns (the “ Holder ”) is entitled to purchase from Lighting Science Group Corporation, a Delaware corporation (the “ Company ”), at any time after the Issuance Date (defined below) and before the Expiration Date (defined below) at $1.50 per share (the “ Exercise Price ”) _______________ (______) fully paid nonassessable shares of Common Stock (defined below) (the “ Warrant Shares ”), all subject to adjustment and upon the terms and conditions provided herein.

Section 1.    Definitions .

The following terms as used in this Warrant have the following meanings:

(a)    “ Business Day ” means any day other than Saturday, Sunday or federal holiday.

(b)    “ Common Stock ” means (i) the Company’s common stock, $.001 par value per share, and (ii) any capital stock into which the Common Stock is changed or any capital stock resulting from a reclassification of the Common Stock.

(c)    “ Exercise Price ” is equal to $1.50, subject to adjustment as detailed in Section 2(c) of this Warrant.

(d)    “ Expiration Date ” means the date five years after the Issuance Date or, if such date falls on a day that is not a Business Day or a day on which trading does not take place on the principal exchange or automated quotation system on which the Common Stock is traded (a “ Holiday ”), the next day that is not a Holiday.

(e)    “ Issuance Date ” means April 29, 2005.

(f)    “ Person ” means a natural person or company, or a government or any division, department or agency thereof.

(g)    “ Promissory Note ” means the promissory note dated April 29, 2005 between the Company and Holder.

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

(i)    “ Warrant ” means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.

(j)    “Warrant Shares” has the meaning attributed to it in the preamble of this Warrant.

Section 2.    Exercise of Warrant .

(a)    This Warrant may be exercised by the Holder registered on the books of the Company, in whole or in part, at any time on any Business Day after the Issuance Date and prior to 11:59 p.m. Eastern Time on the Expiration Date by: (i) delivery of a written notice, in the form attached as Exhibit A (the “ Exercise Notice ”), of Holder’s election to exercise this Warrant, specifying the number of Warrant Shares to be purchased, (ii) payment to the Company of an amount equal to the Exercise Price multiplied by the number of Warrant Shares being purchased (the “ Payment ”) in cash or wire transfer of immediately available funds or by means of a cashless exercise pursuant to Section 2(c) and (iii) the surrender to a common carrier for overnight delivery to the Company, as soon as practicable following such date, of this Warrant, (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction).

The Company shall, not later than the second Business Day (the “ Delivery Date ”) following receipt of an Exercise Notice, the Payment and this Warrant or an indemnification (the “ Exercise Documents ”), arrange for its transfer agent, on or before the Delivery Date, to issue and surrender to a common carrier for overnight delivery to the address specified in the Exercise Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which the Holder is entitled. Upon delivery of the Exercise Notice and the Payment, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised on the Delivery Date, irrespective of the date of delivery of the certificates evidencing the Warrant Shares.

(b)    Unless the rights represented by this Warrant have expired or been fully exercised, the Company shall, as soon as practicable and in no event later than five Business Days after receipt of the Exercise Documents and at its own expense, issue a new Warrant identical in all respects to this Warrant, except it shall represent rights to purchase the number of Warrant Shares purchasable immediately prior to exercise, less the number purchased.

(c)    No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock issued shall be rounded up or down to the nearest whole number.

Section 3.    Covenants as to Common Stock . The Company hereby covenants and agrees as follows:

(a)    This Warrant is, and any Warrants issued in substitution for or in replacement of this Warrant upon issuance will be, duly authorized, executed and delivered.

(b)    All Warrant Shares upon issuance will be validly issued, fully paid and nonassessable and free from all liens and charges with respect to the issue thereof.

(c)    As long as this Warrant may be exercised, the Company will have authorized and reserved at least the number of shares of Common Stock needed to provide for the exercise of the rights then represented by this Warrant.

Section 4.    Warrant Holder Not Deemed a Shareholder . Except as specifically provided in Section 2(a), nothing contained in this Warrant shall be construed to (a) grant the Holder any rights to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, (b) confer upon the Holder any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, or (c) impose any liabilities on the Holder to purchase any securities or as a shareholder of the Company, whether asserted by the Company or creditors of the Company, prior to the issuance of the Warrant Shares.

Section 5.    Representations of Holder . The Holder, by the acceptance hereof, represents that it is acquiring this Warrant and the Warrant Shares for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. The Holder further represents, by acceptance hereof, that, as of this date, Holder is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D promulgated under the Securities Act (an “Accredited Investor” ). Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares are being acquired solely for the Holder’s own account and not as a nominee for any