Contract

THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
      AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE
      DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES
      ACT
      OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN
      COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH
      REGISTRATION.
 
July
      14,
      2006
 
XXXXXXXX.XXX,
      INCORPORATED
 
Warrant
      for the Purchase of Shares of Common Stock
 
For
      value
      received, this Warrant is hereby issued by Xxxxxxxx.xxx, Incorporated, a Nevada
      corporation (the “Company”), to 55 SOUTH INVESTMENTS (the “Holder”). Subject to
      the provisions of this Warrant, the Company hereby grants to the Holder the
      right to purchase from the Company up to two million shares of common stock
      of
      the Company (2,000,000) fully paid and non-assessable shares of Common Stock,
      at
      an aggregate price of $2,000,000 (or $1.00 per share) (the “Exercise
      Price”).
 
The
      term
“Common Stock” means the Common Stock, par value $0.001 per share, of the
      Company. The number of shares of Common Stock to be received upon the exercise
      of this Warrant 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 referred to as “Warrant Stock.” 
 
The
      Holder agrees with the Company that this Warrant is issued, and all the rights
      hereunder shall be held, subject to all of the conditions, limitations and
      provisions set forth herein.
 
1
      1. Exercise
      of Warrant.
      (a)
      Subject to the terms and conditions set forth herein, this Warrant may be
      exercised in whole or in part, pursuant to the procedures provided below, at
      any
      time on or before the earlier of (i) 5:00 p.m., Pacific time, on the day
      occurring five (5) years from the warrant issuance date (the “Expiration Date”)
      or, if such day is a day on which banking institutions in California are
      authorized by law to close, then on the next succeeding day that shall not
      be
      such a day. The Warrant shall only be exercisable on a cash basis. To exercise
      this Warrant the Holder shall present and surrender this Warrant to the Company
      at its principal office, with the Warrant Exercise Form attached hereto duly
      executed by the Holder and accompanied by payment in cash, wire transfer or
      by
      check, payable to the order of the Company, of the aggregate Exercise Price
      for
      the total aggregate number of shares for which this Warrant is exercised. Upon
      receipt by the Company of this Warrant, together with the executed Warrant
      Exercise Form and payment of the Exercise Price for the shares to be acquired,
      in proper form for exercise, and subject to the Holder’s compliance with all
      requirements of this Warrant for the exercise hereof, 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 actually delivered to the Holder; provided,
      however,
      that no
      exercise of this Warrant shall be effective, and the Company shall have no
      obligation to issue any Common Stock to the Holder upon any attempted exercise
      of this Warrant, unless the Holder shall have first delivered to the Company,
      in
      form and substance reasonably satisfactory to the Company, appropriate
      representations so as to provide the Company reasonable assurances that the
      securities issuable upon exercise may be issued without violation of the
      registration requirements of the Securities Act and applicable state securities
      laws, including without limitation representations that the Holder is familiar
      with the Company and its business and financial condition and has had an
      opportunity to ask questions and receive documents relating thereto to his
      reasonable satisfaction.
 
2. Reservation
      of Shares.
      The
      Company will at all times reserve for issuance and delivery upon exercise of
      this Warrant all shares of Common Stock from time to time receivable upon
      exercise of this Warrant. All such shares shall be duly authorized and, when
      issued upon such exercise, shall be validly issued, fully paid and
      non-assessable and free of all preemptive rights.
 

 
 

          
        
 

3. Fractional
      Shares.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant, but the Company shall pay the Holder an amount
      equal to the Fair Market Value (as defined below) of such fractional share
      of
      Common Stock in lieu of each fraction of a share otherwise called for upon
      any
      exercise of this Warrant.
 
4. Redemption
      at Option of Company.
      A total
      of 1,400,000 of the Warrant Shares underlying the Warrant (“Redemption Amount”),
      or any pro rata portion thereof, is subject to redemption, at the option of
      the
      Company at any time prior to the date one (1) year from the Closing Date hereof,
      for cash payment of $200,000. If the Company elects such redemption it may
      elect
      to redeem the entirety or any portion of such Redemption Amount and if it elects
      to pay a portion thereof the Redemption Amount it shall pay any such pro rata
      amount due thereon.
 
5. Registration
      Rights. The
      Holder shall have certain piggyback registration rights with respect to the
      registration of one million of the Warrant Shares as provided in that certain
      Registration Rights Agreement by and between the Company and the parties
      thereto. Should 500,000 of the Warrant be exercised within twelve (12) months
      of
      the Closing Date, then 500,000 of the Warrant Shares upon such exercise shall
      carry piggyback registration rights for the first registration statement filed
      subsequent to any registration statement filed in connection with that certain
      Swap as defined in the Promissory Note of same date entered by and between
      the
      parties and occurring no earlier than six (6) months after the Closing Date
      as
      defined therein such Promissory Note. The remainder of 500,000 of the Warrant
      Shares that are subject to registration may be exercised by the Holder any
      time
      after July 14, 2007 and up to expiration and shall carry piggyback registration
      rights for the period of exercise through such expiration.
 
6. Assignment
      or Loss of Warrant.
      Subject
      to the transfer restrictions herein (including Section 9), upon surrender of
      this Warrant to the Company 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 canceled. Upon receipt by the Company of
      evidence reasonably satisfactory to it of the loss, theft, destruction or
      mutilation of this Warrant, and of reasonably satisfactory indemnification
      by
      the Holder, and upon surrender and cancellation of this Warrant, if mutilated,
      the Company shall execute and deliver a replacement Warrant of like tenor and
      date. 
 
7. 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 in equity, and the rights of the Holder are
      limited to those expressed in this Warrant.
 
8. Adjustments.
 
8.1 Adjustment
      for Recapitalization.
      If the
      Company shall at any time after the date hereof subdivide its outstanding shares
      of Common Stock by recapitalization, reclassification or split-up thereof,
      the
      number of shares of Common Stock subject to this Warrant immediately prior
      to
      such subdivision shall be proportionately increased, and if the Company shall
      at
      any time after the date hereof combine the outstanding shares of Common Stock
      by
      recapitalization, reclassification or combination thereof, the number of shares
      of Common Stock subject to this Warrant immediately prior to such combination
      shall be proportionately decreased. Any such adjustment and adjustment to the
      Exercise Price pursuant to this Section 8.1 shall be effective at the close
      of business on the effective date of such subdivision or
      combination.
 
Whenever
      the number of shares of Common Stock purchasable upon the exercise of this
      Warrant is adjusted, as provided in this Section 8.1, the Exercise Price
      shall be adjusted to the nearest cent by multiplying such Exercise Price
      immediately prior to such adjustment by a fraction (x) the numerator of which
      shall be the number of shares of Common Stock purchasable upon the exercise
      immediately prior to such adjustment, and (y) the denominator of which shall
      be
      the number of shares of Common Stock so purchasable immediately
      thereafter.
 
8.2 Adjustment
      for Reorganization, Consolidation, Merger.
      In case
      of any reorganization of the Company after the date hereof or in case after
      such
      date the Company shall consolidate with or merge into another corporation or
      convey all or substantially all of its assets to another corporation, then,
      and
      in each such case, the Holder of this Warrant upon the exercise thereof as
      provided in Section 1 at any time after the consummation of such reorganization,
      consolidation, merger or conveyance, shall be entitled to receive, in lieu
      of
      the securities and property receivable upon the exercise of this Warrant prior
      to such consummation, the securities or property to which such Holder would
      have
      been entitled upon such consummation if such Holder had exercised this Warrant
      immediately prior thereto; in each such case, the terms of this Warrant shall
      be
      applicable to the securities or property receivable upon the exercise of this
      Warrant after such consummation. 
 

 
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8.3 Certificate
      as to Adjustments.
      The
      adjustments provided in this Section 8 shall be interpreted and applied by
      the Company in such a fashion so as to reasonably preserve the applicability
      and
      benefits of this Warrant (but not to increase or diminish the benefits
      hereunder). In each case of an adjustment in the number of shares of Common
      Stock receivable on the exercise of the Warrant, the Company at its expense
      will
      promptly compute such adjustment in accordance with the terms of the Warrant
      and
      prepare a certificate executed by two executive officers of the Company setting
      forth such adjustment and showing in detail the facts upon which such adjustment
      is based. The Company will forthwith mail a copy of each such certificate to
      each Holder. 
 
8.4 Notices
      of Record Date, Etc.
      In the
      event that:
 
(a) the
      Company authorizes the granting to Common Stock holders of any right to
      subscribe for, purchase or otherwise acquire any shares of stock of any class
      or
      any other securities; or
 
(b) the
      Company authorizes any capital reorganization of the Company, any
      reclassification of the capital stock of the Company, any consolidation or
      merger of the Company with or into another corporation, or any conveyance of
      all
      or substantially all of the assets of the Company to another corporation or
      entity; or 
 
(c) the
      Company authorizes any voluntary or involuntary dissolution, liquidation or
      winding up of the Company,
 
then,
      and
      in each such case, the Company shall mail or cause to be mailed to the holder
      of
      this Warrant at the time outstanding a notice specifying, as the case may be,
      (i) the date on which a record is to be taken for the purpose of such right,
      and
      stating the amount and character of such right, or (ii) the date on which such
      reorganization, reclassification, consolidation, merger, conveyance,
      dissolution, liquidation or winding up is to take place, and the time, if any
      is
      to be fixed, as to which the holders of record of Common Stock shall be entitled
      to exchange their shares of Common Stock for securities or other property
      deliverable upon such reorganization, reclassification, consolidation, merger,
      conveyance, dissolution, liquidation or winding up. Such notice shall be mailed
      at least twenty (20) days prior to the date therein specified.
 
8.5 No
      Impairment.
      The
      Company will not, by any voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms to be observed or performed hereunder by
      the
      Company, but will at all times in good faith assist in the carrying out of
      all
      the provisions of this Section 10 and in the taking of all such action as may
      be
      necessary or appropriate in order to protect the rights of the Holder of this
      Warrant against impairment.
 
9. Transfer
      to Comply with the Securities Act.
      This
      Warrant and any Warrant Stock may not be sold, transferred, pledged,
      hypothecated or otherwise disposed of except as follows: (a) to a person who,
      in
      the opinion of counsel to the Company, is a person to whom this Warrant or
      the
      Warrant Stock may legally be transferred without registration and without the
      delivery of a current prospectus under the Securities Act with respect thereto
      and then only against receipt of an agreement of such person to comply with
      the
      provisions of this Section 9 with respect to any resale or other
      disposition of such securities; or (b) to any person upon delivery of a
      prospectus then meeting the requirements of the Securities Act relating to
      such
      securities and the offering thereof for such sale or disposition, and thereafter
      to all successive assignees. 
 
10. Legend.
      Unless
      the shares of Warrant Stock have been registered under the Securities Act,
      upon
      exercise of any of the Warrants and the issuance of any of the shares of Warrant
      Stock, all certificates representing shares shall bear on the face thereof
      substantially the following legend:
 
The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended, and may not be sold, offered for sale,
      assigned, transferred or otherwise disposed of, unless registered pursuant
      to
      the provisions of that Act or unless an opinion of counsel to the Corporation
      is
      obtained stating that such disposition is in compliance with an available
      exemption from such registration.
 

 
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11. Notices.
      All
      notices required hereunder shall be in writing and shall be deemed given when
      telegraphed, delivered personally or within two days after mailing when mailed
      by certified or registered mail, return receipt requested, to the Company or
      the
      Holder, as the case may be, for whom such notice is intended, if to the Holder,
      at the address of such party shown on the books of the Company, or if to the
      Company, at the address set forth on the signature page hereof, Attn: President,
      or at such other address of which the Company or the Holder has been advised
      by
      notice hereunder.
 
12. Applicable
      Law.
      The
      Warrant is issued under and shall for all purposes be governed by and construed
      in accordance with the laws of the State of Nevada, without regard to the
      conflict of laws provisions of such State.
 

 
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IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed on its behalf,
      in its corporate name, by its duly authorized officer, all as of the day and
      year first above written.
 

      

          
             
            XXXXXXXX.XXX,
                INCORPORATED

          

             
             
          

             
             
          

             
            By:
                ________________________________

          

             
            Name:
                Xxxx Xxxxxxxx

          

             
            Title:
                Chief Executive Officer and
                President

          

    

 
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WARRANT
      EXERCISE FORM
 
The
      undersigned hereby irrevocably elects to (i) exercise the within Warrant to
      purchase __________ shares of the Common Stock of Xxxxxxxx.xxx, Incorporated,
      a
      Nevada corporation, pursuant to the provisions of Section 1 of the attached
      Warrant, and hereby makes payment of $__________ in payment therefore. The
      undersigned’s execution of this form constitutes the undersigned’s agreement to
      all the terms of the Warrant and to comply therewith.
 

      

          
             
            ________________________________
          

             
            Signature

          

             
            Print
                Name:

          

             
             
          

             
             
          

             
            ________________________________
          

             
            Signature,
                if jointly held

          

             
             
          

             
            Print
                Name:

          

             
             
          

             
            ________________________________
          

             
            Date

          

    

 
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ASSIGNMENT
      FORM
 
FOR
      VALUE
      RECEIVED_____________________________ (“Assignor”) hereby sells, assigns and
      transfers unto _______________________________ (“Assignee”) all of Assignor’s
      right, title and interest in, to and under this Warrant issued by Xxxxxxxx.xxx,
      Incorporated dated ______________.

 

      

          
            DATED:______________________________
                

          

             
            ASSIGNOR:

          

             
             
          

             
             
          

             
            __________________________________
          

             
            Signature

          

             
            Print
                Name:

          

             
             
          

             
             
          

             
            __________________________________
          

             
            Signature,
                if jointly held

          

             
            Print
                Name:

          

             
             
          

             
            ASSIGNEE: 

          

             
          

            The
                undersigned agrees to all of the terms of the Warrant and to comply
                therewith.

          

             
             
          

             
             
          

             
            __________________________________
          

             
            Signature

          

             
            Print
                Name:

          

             
             
          

             
             
          

             
            __________________________________
          

             
            Signature,
                if jointly held

          

             
            Print
                Name:

          

    

 
 
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Table of Contents

Contract

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	XXXXXXXX.XXX, INCORPORATED


	By: ________________________________
	Name: Xxxx Xxxxxxxx
	Title: Chief Executive Officer and President
	________________________________
	Signature
	Print Name:


	________________________________
	Signature, if jointly held

	Print Name:

	________________________________
	Date
DATED:______________________________
	ASSIGNOR:


	__________________________________
	Signature
	Print Name:


	__________________________________
	Signature, if jointly held
	Print Name:

	ASSIGNEE:

The undersigned agrees to all of the terms of the Warrant and to comply therewith.


	__________________________________
	Signature
	Print Name:


	__________________________________
	Signature, if jointly held
	Print Name: