Exhibit 10.8

                         NATIONAL HEALTH PARTNERS, INC.

                          SECURITIES PURCHASE AGREEMENT

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                                CLASS A WARRANTS

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                                  CONFIDENTIAL

                               NOTICE TO OFFEREES

     THE RECIPIENT OF THIS  SECURITIES  PURCHASE  AGREEMENT  HAS REQUESTED  THAT
NATIONAL HEALTH PARTNERS, INC. (THE "COMPANY") PROVIDE THE RECIPIENT WITH A COPY
OF THIS SECURITIES  PURCHASE  AGREEMENT.  THIS SECURITIES  PURCHASE AGREEMENT IS
BEING PROVIDED TO THE RECIPIENT BASED ON THE RECIPIENT'S PRIOR EXPRESS AGREEMENT
TO  KEEP  THE  INFORMATION  CONTAINED  IN  THIS  SECURITIES  PURCHASE  AGREEMENT
CONFIDENTIAL.  BY ACCEPTING RECEIPT OF THIS SECURITIES PURCHASE  AGREEMENT,  THE
RECIPIENT  ACKNOWLEDGES  AND AGREES THAT THE SECURITIES  PURCHASE  AGREEMENT HAS
BEEN  FURNISHED TO RECIPIENT ON A  CONFIDENTIAL  BASIS SOLELY FOR THE PURPOSE OF
ENABLING THE RECIPIENT TO EVALUATE THE COMPANY, THE RECIPIENT MAY NOT DISTRIBUTE
THIS SECURITIES  PURCHASE  AGREEMENT TO ANYONE WITHOUT THE PRIOR WRITTEN CONSENT
OF THE  COMPANY,  AND THE  RECIPIENT  WILL NOT  REPRODUCE OR  REDISTRIBUTE  THIS
SECURITIES  PURCHASE  AGREEMENT,  IN WHOLE OR IN PART, OR DISCLOSE,  DIRECTLY OR
INDIRECTLY,  ANY OF THE CONTENTS OF THIS SECURITIES PURCHASE AGREEMENT TO ANYONE
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.

     THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933,  AS  AMENDED,  OR  REGISTERED  OR  QUALIFIED  UNDER THE  APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER  JURISDICTION.  THIS  SECURITIES  PURCHASE
AGREEMENT AND THE OTHER OFFERING DOCUMENTS DO NOT CONSTITUTE AN OFFER TO SELL OR
SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.

     THE SECURITIES ARE BEING SOLD FOR INVESTMENT  PURPOSES ONLY, WITHOUT A VIEW
TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED, RESOLD OR OFFERED
FOR  RESALE IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
SECURITIES ACT AND EFFECTIVE  REGISTRATION OR QUALIFICATION UNDER THE APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER  JURISDICTION,  OR THE  AVAILABILITY OF AN
EXEMPTION THEREFROM.

     NEITHER  THE  SECURITIES   AND  EXCHANGE   COMMISSION  NOR  THE  SECURITIES
COMMISSION OR OTHER REGULATORY  AUTHORITY OF ANY STATE OR OTHER JURISDICTION HAS
APPROVED OR  DISAPPROVED  OF THESE  SECURITIES  OR PASSED  UPON THE  ADEQUACY OR
ACCURACY OF THIS  SECURITIES  PURCHASE  AGREEMENT  OR ANY OF THE OTHER  OFFERING
DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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                          SECURITIES PURCHASE AGREEMENT

     This Securities Purchase Agreement (this  "Agreement"),  dated May 5, 2011,
is entered  into by and  between  National  Health  Partners,  Inc.,  an Indiana
corporation   (the   "Company"),   and  the  Besamson  Trade  &  Consulting  LTD
("Purchaser").

                                    RECITALS:

     WHEREAS,  Purchaser  desires to purchase,  and the Company desires to sell,
warrants  exercisable into shares of the Company's common stock on the terms and
conditions set forth herein.

     NOW,   THEREFORE,   in   consideration   of  the  foregoing   premises  and
representations,  warranties, covenants and agreements contained herein, and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby  acknowledged,  and  intending to be legally  bound  hereby,  the parties
hereto hereby agree as follows:

1. Purchase and Sale of Units.

     (a) Purchase and Sale of Units. Subject to the terms and conditions hereof,
Purchaser  agrees  to  purchase,  and the  Company  agrees to sell,  four  units
("Units")  for a total  purchase  price of $250 (the  "Transaction").  Each Unit
shall be  comprised of 1,000,000  Class A warrants  ("Class A Warrants"  or, the
"Warrants").  Each Class A Warrant  shall be  exercisable  into one share of the
Company's  common  stock,  $.001 par value per  share  ("Common  Stock"),  at an
exercise  price of $0.006 per share.  The terms of the Class A Warrants  are set
forth in the Form of Class A Warrant  attached  hereto and made a part hereof as
Exhibit A (the "Class A Warrant  Certificate"  or, the "Warrant  Certificates").
This  Agreement  and  the  Warrant  Certificates  are  hereinafter  referred  to
collectively  as the  "Purchase  Documents."  The  Warrants and shares of Common
Stock  issuable  upon  exercise  of the  Warrants  are  hereinafter  referred to
collectively  as the  "Securities."  All  references  to  "dollar"  or  "$"  are
references to U.S. Dollars.

     (b) Placement Agent and Finder Fees. The Company  reserves the right to pay
reasonable  placement agent and finder fees consisting of cash,  units identical
to the Units or such other consideration as the Company deems appropriate.

     (c) Closing.  The closing of the  Transaction  (the  "Closing")  shall take
place at a time, on a date and at a place to be determined by the Company in its
sole discretion.  At or prior to the Closing: (i) Purchaser shall deliver to the
Company one completed and duly executed copy of this  Agreement and the purchase
price by check or wire transfer of immediately  available funds to the following
account:

     TD Bank
     Philadelphia, PA
     Routing Number:  036001808
     Account Name: National Health Partners, Inc.
     Account Number:  367884541
     Swift Code:  NRTHUS33

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and (ii) the Company  shall  execute this  Agreement.  After the Closing,  the
Company will issue to Purchaser  the Warrant  Certificates  duly executed by the
Company, together with a copy of Purchaser's executed Agreement countersigned by
the Company.

2.  Representations  and  Warranties  of  Purchaser.  Purchaser  represents  and
warrants to the Company as follows:

     (a) Organization and Qualification.

          (i) If Purchaser is an entity,  Purchaser is duly  organized,  validly
existing  and  in  good  standing  under  the  laws  of  its   jurisdiction   of
organization,  with the corporate or other entity power and authority to own and
operate its business as presently  conducted,  except where the failure to be or
have any of the foregoing would not have a material adverse effect on Purchaser,
and Purchaser is duly  qualified as a foreign  corporation or other entity to do
business and is in good standing in each jurisdiction where the character of its
properties  owned or held under  lease or the nature of their  activities  makes
such qualification necessary,  except for such failures to be so qualified or in
good standing as would not have a material adverse effect on it.

          (ii) If Purchaser is an entity,  the address of its principal place of
business is set forth on the signature page of this Agreement,  and if Purchaser
is an  individual,  the address of its  principal  residence is set forth on the
signature page of this Agreement.

     (b) Authority; Validity and Effect of Agreement.

          (i) If Purchaser is an entity,  Purchaser has the requisite  corporate
or other entity power and  authority to execute and deliver this  Agreement  and
perform its obligations under this Agreement. The execution and delivery of this
Agreement  by  Purchaser,  the  performance  by  Purchaser  of  its  obligations
hereunder and all other  necessary  corporate or other entity action on the part
of  Purchaser  have been duly  authorized  by its board of  directors or similar
governing body, and shareholders or similar interest holders, if necessary,  and
no other  corporate  or other  entity  proceedings  on the part of  Purchaser is
necessary  for  Purchaser to execute and deliver this  Agreement and perform its
obligations hereunder.

          (ii) This Agreement has been duly and validly authorized, executed and
delivered by Purchaser and,  assuming it has been duly and validly  executed and
delivered by the Company,  constitutes a legal,  valid and binding obligation of
Purchaser, in accordance with its terms.

     (c) No Conflict;  Required Filings and Consents.  Neither the execution and
delivery of this Agreement by Purchaser nor the  performance by Purchaser of its
obligations  hereunder  will:  (i) if  Purchaser  is an  entity,  conflict  with
Purchaser's articles of incorporation or bylaws, or other similar organizational
documents;  (ii)  violate  any  statute,  law,  ordinance,  rule or  regulation,
applicable  to Purchaser or any of the  properties  or assets of  Purchaser;  or
(iii) violate,  breach, be in conflict with or constitute a default (or an event
which,  with notice or lapse of time or both, would constitute a default) under,
or permit the  termination of any provision of, or result in the termination of,
the  acceleration of the maturity of, or the  acceleration of the performance of

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any  obligation of Purchaser  under,  or result in the creation or imposition of
any lien upon any  properties,  assets  or  business  of  Purchaser  under,  any
material contract or any order, judgment or decree to which Purchaser is a party
or by which it or any of its assets or properties is bound or encumbered except,
in the case of clauses (ii) and (iii), for such violations, breaches, conflicts,
defaults or other occurrences which, individually or in the aggregate, would not
have a material  adverse effect on its obligation to perform its covenants under
this Agreement.

     (d) Accredited Investor. Purchaser is an "accredited investor" as that term
is defined in Rule 501(a) of Regulation D under the  Securities  Act of 1933, as
amended (the  "Securities  Act").  If Purchaser is an entity,  Purchaser was not
formed for the specific purpose of acquiring the Securities, and, if it was, all
of Purchaser's equity owners are "accredited investors" as defined above.

     (e) No Government  Review.  Purchaser  understands  that neither the United
States Securities and Exchange Commission ("SEC") nor any securities  commission
or other governmental  authority of any state, country or other jurisdiction has
approved the issuance of the Securities or passed upon or endorsed the merits of
the  Securities  or the  Purchase  Documents,  or  confirmed  the  accuracy  of,
determined the adequacy of, or reviewed the Purchase Documents.

     (f)  Investment   Intent.   The  Securities  are  being  acquired  for  the
Purchaser's own account for investment  purposes only, not as a nominee or agent
and not with a view to the  resale  or  distribution  of any part  thereof,  and
Purchaser has no present intention of selling,  granting any participation in or
otherwise distributing the same. By executing this Agreement,  Purchaser further
represents that Purchaser does not have any contract, undertaking,  agreement or
arrangement  with any person to sell,  transfer or grant  participation  to such
person or third person with respect to any of the Securities.

     (g) Restrictions on Transfer. Purchaser understands that the Securities are
"restricted securities" as such term is defined in Rule 144 under the Securities
Act and have not been  registered  under the  Securities  Act or  registered  or
qualified  under  any  state  securities  law,  and  may  not  be,  directly  or
indirectly,  sold,  transferred,  offered  for sale,  pledged,  hypothecated  or
otherwise  disposed  of  without  registration  under  the  Securities  Act  and
registration or  qualification  under  applicable  state  securities laws or the
availability of an exemption  therefrom.  In any case where such an exemption is
relied upon by Purchaser from the  registration  requirements  of the Securities
Act and the registration or qualification  requirements of such state securities
laws,  Purchaser  shall  furnish the Company with an opinion of counsel  stating
that the proposed sale or other  disposition of such  securities may be effected
without  registration  under  the  Securities  Act and  will not  result  in any
violation of any applicable  state  securities laws relating to the registration
or  qualification  of  securities  for sale,  such  counsel  and  opinion  to be
satisfactory to the Company.  Purchaser acknowledges that it is able to bear the
economic risks of an investment in the  Securities  for an indefinite  period of
time,  and that its  overall  commitment  to  investments  that are not  readily
marketable is not disproportionate to its net worth.

     (h) Investment Experience. Purchaser has such knowledge, sophistication and
experience in financial, tax and business matters in general, and investments in
securities in particular,  that it is capable of evaluating the merits and risks

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of this investment in the Securities, and Purchaser has made such investigations
in  connection  herewith as it deemed  necessary  or  desirable so as to make an
informed  investment  decision without relying upon the Company for legal or tax
advice  related to this  investment.  In making  its  decision  to  acquire  the
Securities, Purchaser has not relied upon any information other than information
contained in the Purchase Documents.

     (i) Access to Information. Purchaser acknowledges that it has had access to
and has reviewed all  documents and records  relating to the Company,  including
but not  limited  to the  Company's  filings  with the SEC,  that it has  deemed
necessary in order to make an informed  investment  decision with respect to the
Securities.  Purchaser  acknowledges  that the  Company may  concurrently  issue
additional securities for a purchase price consisting of cash, services or other
consideration  that may be materially  different  from the purchase price of the
Units and that such  securities  may have  rights,  preferences  and  privileges
senior to those of the Securities.  Purchaser  acknowledges  that it has had the
opportunity to ask  representatives of the Company certain questions and request
certain  additional  information  regarding  the  terms and  conditions  of such
investment and the finances, operations,  business and prospects of the Company,
that it has  had  any  and all  such  questions  and  requests  answered  to its
satisfaction,  and  that it  understands  the  risks  and  other  considerations
relating to its investment in the Securities.

     (j) Reliance on Representations.  Purchaser understands that the Securities
are being offered and sold to it in reliance upon specific  exemptions  from the
registration  requirements of the federal and state securities laws and that the
Company is relying in part upon the truth and accuracy of, and such  Purchaser's
compliance with, the representations,  warranties,  agreements,  acknowledgments
and  understandings  of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of such Purchaser to acquire
the  Securities.  Purchaser  represents  and  warrants to the  Company  that any
information that Purchaser has heretofore furnished or furnishes herewith to the
Company is complete and accurate,  and further  represents  and warrants that it
will notify and supply  corrective  information to the Company  immediately upon
the occurrence of any change therein  occurring prior to the Company's  issuance
of the  Securities.  Within  five (5) days after  receipt of a request  from the
Company,  Purchaser will provide such  information and deliver such documents as
may  reasonably be necessary to comply with any and all laws and  regulations to
which the Company is subject.

     (k) No General  Solicitation.  Purchaser  is unaware of, and in deciding to
purchase  the Units is in no way relying  upon,  and did not become aware of the
opportunity to purchase the Units through or as a result of, any form of general
solicitation or general advertising including,  without limitation, any article,
notice,  advertisement  or  other  communication  published  in  any  newspaper,
magazine  or  similar  media,  or  broadcast  over  television  or  radio or the
internet, in connection with the Transaction.

     (l) Legends.  The  certificates  and  agreements  evidencing the Securities
shall have endorsed  thereon the  following  legend (and  appropriate  notations
thereof will be made in the Company's stock transfer  books),  and stop transfer
instructions  reflecting these  restrictions on transfer will be placed with the
transfer agent of the shares of Common Stock:

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     THE  SECURITIES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER  THE
     SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR APPLICABLE
     STATE SECURITIES  LAWS.  THESE  SECURITIES MAY NOT BE SOLD,  TRANSFERRED OR
     OTHERWISE  DISPOSED OF EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
     ACT AND  REGISTRATION OR  QUALIFICATION  UNDER  APPLICABLE STATE SECURITIES
     LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION  THEREFROM.  NO TRANSFER OF THE
     SECURITIES   REPRESENTED  HEREBY  MAY  BE  MADE  IN  THE  ABSENCE  OF  SUCH
     REGISTRATION OR QUALIFICATION UNLESS THERE SHALL HAVE BEEN DELIVERED TO THE
     ISSUER A WRITTEN  OPINION OF UNITED STATES COUNSEL OF RECOGNIZED  STANDING,
     IN FORM AND SUBSTANCE  SATISFACTORY TO THE ISSUER,  TO THE EFFECT THAT SUCH
     TRANSFER  MAY BE MADE WITHOUT  REGISTRATION  OF SUCH  SECURITIES  UNDER THE
     SECURITIES ACT AND  REGISTRATION OR  QUALIFICATION  UNDER  APPLICABLE STATE
     SECURITIES LAWS.

     (m)  Placement  and Finder's  Fees. No agent,  broker,  investment  banker,
finder, financial advisor or other person acting on behalf of Purchaser or under
its  authority  is or will be  entitled to any  broker's or finder's  fee or any
other commission or similar fee, directly or indirectly,  in connection with the
Transaction,  and no person is entitled to any fee or commission or like payment
in respect thereof based in any way on agreements, arrangements or understanding
made by or on behalf of Purchaser.

3.  Representations  and Warranties of the Company.  The Company  represents and
warrants to Purchaser as follows:

     (a) Organization and Qualification.  The Company is duly organized, validly
existing  and  in  good  standing  under  the  laws  of  its   jurisdiction   of
organization,  with the  corporate  power and  authority  to own and operate its
business as presently  conducted,  except where the failure to be or have any of
the  foregoing  would not have a material  adverse  effect on the  Company.  The
Company  is duly  qualified  as a  foreign  corporation  or other  entity  to do
business and is in good standing in each jurisdiction where the character of its
properties  owned or held under  lease or the nature of their  activities  makes
such qualification necessary,  except for such failures to be so qualified or in
good standing as would not have a material adverse effect on the Company.

     (b) Authority; Validity and Effect of Agreement.

          (i) The Company has the  requisite  corporate  power and  authority to
execute  and  deliver  this  Agreement,   perform  its  obligations  under  this
Agreement,  and engage in the  Transaction.  The  execution and delivery of this
Agreement  by the Company,  the  performance  by the Company of its  obligations
hereunder,  the Transaction and all other necessary corporate action on the part
of the Company have been duly authorized by its board of directors, and no other
corporate  proceedings on the part of the Company is necessary to authorize this

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Agreement or the Transaction.  This Agreement has been duly and validly executed
and  delivered by the Company and,  assuming  that it has been duly  authorized,
executed and  delivered by  Purchaser,  constitutes  a legal,  valid and binding
obligation of the Company, in accordance with its terms,  subject to the effects
of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable  principles  (whether  considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.

          (ii) The shares of Common Stock issuable upon exercise of the Warrants
have been duly  reserved for issuance  upon  exercise of the Warrants  and, when
issued and paid for in accordance  with the Warrants,  will be duly  authorized,
validly issued,  fully paid and  non-assessable  shares of Common Stock, with no
personal liability  resulting solely from the ownership of such shares, and will
be  free  and  clear  of  all  liens,  charges,  restrictions,   claims  and  in
encumbrances imposed by or through the Company.

     (c) No Conflict;  Required Filings and Consents.  Neither the execution and
delivery of this Agreement by the Company nor the  performance by the Company of
its obligations  hereunder will: (i) conflict with the Company's  Certificate of
Incorporation  or Bylaws;  (ii) violate any  statute,  law,  ordinance,  rule or
regulation,  applicable to the Company or any of the properties or assets of the
Company;  or (iii) violate,  breach, be in conflict with or constitute a default
(or an event  which,  with notice or lapse of time or both,  would  constitute a
default)  under, or permit the termination of any provision of, or result in the
termination of, the  acceleration of the maturity of, or the acceleration of the
performance  of any  obligation  of, the  Company,  or result in the creation or
imposition  of any lien upon any  properties,  assets or business of the Company
under,  any  material  contract  or any order,  judgment  or decree to which the
Company is a party or by which it or any of its assets or properties is bound or
encumbered  except,  in the case of clauses (ii) and (iii), for such violations,
breaches, conflicts, defaults or other occurrences which, individually or in the
aggregate, would not have a material adverse effect on its obligation to perform
its covenants under this Agreement.

     (d) Placement Agent and Finder's Fees.  Except as provided in Section 1(b),
neither the Company nor any of its respective officers, directors,  employees or
managers, has employed any broker,  finder,  advisor or consultant,  or incurred
any liability for any investment  banking fees,  brokerage fees,  commissions or
finders'  fees,  advisory  fees  or  consulting  fees  in  connection  with  the
Transaction for which the Company has or could have any liability.

4. Indemnification.  Purchaser agrees to indemnify, defend and hold harmless the
Company and its  respective  affiliates  and agents from and against any and all
demands, claims, actions or causes of action,  judgments,  assessments,  losses,
liabilities,  damages or penalties and  reasonable  attorneys'  fees and related
disbursements  incurred by the Company that arise out of or result from a breach
of any  representations  or warranties made by Purchaser  herein,  and Purchaser
agrees that in the event of any breach of any representations or warranties made
by Purchaser herein, the Company may, at its option,  forthwith rescind the sale
of the Units to Purchaser.

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5. Confidentiality. Purchaser acknowledges and agrees that:

     (a) All of the  information  contained  herein  and in the  other  Purchase
Documents is of a confidential nature and may be regarded as material non-public
information under Regulation FD of the Securities Act.

     (b) The Purchase  Documents have been furnished to Purchaser by the Company
for the  sole  purpose  of  enabling  Purchaser  to  consider  and  evaluate  an
investment in the Company,  and will be kept  confidential  by Purchaser and not
used for any other purpose.

     (c) The information  contained  herein shall not, without the prior written
consent of the Company, be disclosed by Purchaser to any person or entity, other
than Purchaser's  personal  financial and legal advisors for the sole purpose of
evaluating  an investment in the Company,  and Purchaser  will not,  directly or
indirectly, disclose or permit Purchaser's personal financial and legal advisors
to disclose any of such  information  without the prior  written  consent of the
Company.

     (d)  Purchaser  shall make its  representatives  aware of the terms of this
section  and  shall be  responsible  for any  breach of this  Agreement  by such
representatives.

     (e) Purchaser shall not,  without the prior written consent of the Company,
directly or indirectly, make any statements,  public announcements or release to
trade  publications  or the press  with  respect  to the  subject  matter of the
Purchase Documents.

     (f) If Purchaser decides to not pursue further investigation of the Company
or to not  participate in the  Transaction,  Purchaser will promptly  return the
Purchase Documents and any accompanying documentation to the Company.

6. Non-Public  Information.  Purchaser  acknowledges that information concerning
the  matters  that are the  subject  matter  of this  Agreement  may  constitute
material non-public information under United States federal securities laws, and
that United States federal  securities laws prohibit any person who has received
material  non-public  information  relating to the Company  from  purchasing  or
selling securities of the Company, or from communicating such information to any
person  under  circumstances  in which it is  reasonably  foreseeable  that such
person is likely to purchase or sell  securities  of the  Company.  Accordingly,
until  such  time  as  any  such  non-public  information  has  been  adequately
disseminated to the public,  Purchaser shall not purchase or sell any securities
of the Company, or communicate such information to any other person.

7. Registration Rights. The Company covenants and agrees as follows:

     (a) For the  purpose of this  Section 7, the  following  definitions  shall
apply:

          (i)  "Person"  shall  mean  an  individual,  partnership  (general  or
limited), corporation, limited liability company, joint venture, business trust,
cooperative,  association or other form of business organization, whether or not
regarded  as a legal  entity  under  applicable  law,  a trust  (inter  vivos or
testamentary),  an  estate  of a  deceased,  insane  or  incompetent  person,  a

                                       9

quasi-governmental  entity,  a government  or any agency,  authority,  political
subdivision or other instrumentality thereof, or any other entity.

          (ii) "Register,"  "registered,"  and  "registration"  shall refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance   with  the  Securities   Act,  and  the   declaration  or  order  of
effectiveness of such registration statement or document.

          (iii) "Registration  Statement" shall mean any registration  statement
of the Company filed with the SEC pursuant to the  provisions of Section 7(b) of
this Agreement,  but excluding registration  statements on SEC Forms S-4, S-8 or
any similar or successor  forms,  that covers the resale of the Restricted Stock
on an  appropriate  form  then  permitted  by  the  SEC  to  be  used  for  such
registration and the sales  contemplated to be made thereby under the Securities
Act, or any similar rule that may be adopted by the SEC, and all  amendments and
supplements  to such  registration  statement,  including  any  pre-  and  post-
effective  amendments thereto,  in each case including the prospectus  contained
therein,  all  exhibits  thereto and all  materials  incorporated  by  reference
therein.

          (iv)  "Restricted  Stock"  shall mean:  (A) all shares of Common Stock
underlying the Class A Warrants,  and (B) any additional  shares of Common Stock
issued or  issuable  after the date  hereof in respect  of any of the  foregoing
shares of Common Stock by way of a stock dividend or stock split; provided that,
as to any particular  shares of Restricted Stock, such securities shall cease to
constitute  Restricted Stock when: (x) a Registration  Statement with respect to
the sale of such securities shall have become effective under the Securities Act
and such securities shall have been disposed of thereunder,  (y) such securities
are permitted to be transferred pursuant to Rule 144 (or any successor provision
to such rule) under the  Securities  Act, or (z) such  securities  are otherwise
freely  transferable  to the  public  without  further  registration  under  the
Securities Act.

          (v) "Selling  Stockholders"  shall mean Purchaser and any other holder
of Restricted Stock, and their respective successors and assigns.

     (b) Registration of the Shares.

          (i) The Company shall use its  reasonable  best efforts to prepare and
file with the SEC,  by August  31,  2011,  a  Registration  Statement  under the
Securities  Act to permit the public  sale of the  Restricted  Stock and use its
reasonable  best  efforts to cause such  Registration  Statement  to be declared
effective by the SEC as soon as reasonably practicable  thereafter.  The Selling
Stockholders  shall furnish such  information as may be reasonably  requested by
the  Company  in order to include  such  Restricted  Stock in such  Registration
Statement.  If the Selling Stockholders decide not to include all or any portion
of their Restricted Stock in such Registration Statement, then the Company shall
have no further  obligation to include such  Restricted  Stock in any subsequent
Registration Statement or Registration Statements as may be filed by the Company
with respect to offerings of its securities.

          (ii) In the event that any  registration  pursuant to Section  7(b)(i)
shall be, in whole or in part, an  underwritten  public offering of Common Stock
on behalf of the Company, all Selling Stockholders proposing to distribute their
Restricted  Stock  through such  underwriting  shall enter into an  underwriting

                                       10

agreement in customary form with the  underwriter or  underwriters  selected for
such underwriting by the Company.  If the managing  underwriter  thereof advises
the Company in writing that in its opinion the number of securities requested to
be included  in such  registration  exceeds  the number  which can be sold in an
orderly manner in such offering within a price range  acceptable to the Company,
the Company shall include in such  registration:  (A) first,  the securities the
Company  proposes to sell, and (B) second,  the  Restricted  Stock and any other
registrable   securities   eligible  and   requested  to  be  included  in  such
registration to the extent that the number of shares to be registered under this
clause (B) will not,  in the  opinion  of the  managing  underwriter,  adversely
affect the  offering of the  securities  pursuant to clause (A). In such a case,
shares shall be registered pro rata among the holders of such  Restricted  Stock
and  registrable  securities  on the basis of the number of shares  eligible for
registration  that are owned by all such holders and requested to be included in
such registration.

          (iii)  Notwithstanding  anything to the contrary contained herein, the
Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the
inclusion of the Restricted Stock in a Registration Statement. The Company shall
have no obligation to assure the terms and conditions of distribution, to obtain
a commitment from an underwriter  relative to the sale of the Restricted  Stock,
or to otherwise assume any responsibility for the manner,  price or terms of the
distribution of the Restricted Stock.

          (iv) The Company  shall have the right to  terminate  or withdraw  any
registration  initiated by it under this Section 7(b) prior to the effectiveness
of such registration  without thereby incurring  liability to the holders of the
Restricted  Stock,  regardless  of whether  any  holder  has  elected to include
securities  in such  registration.  The  Registration  Expenses  (as  defined in
Section 7(e)) of such  withdrawn  registration  shall be borne by the Company in
accordance with Section 7(d) hereof.

     (c)  Registration  Procedures.  Whenever it is  obligated  to register  any
Restricted Stock pursuant to this Agreement, the Company shall:

          (i)  prepare  and file  with  the SEC a  Registration  Statement  with
respect to the  Restricted  Stock in the manner set forth in Section 7(b) hereof
and use its reasonable best efforts to cause such  Registration  Statement to be
declared effective by the SEC as soon as reasonably  practicable  thereafter and
to remain  effective until the earlier of: (A) the date all shares of Restricted
Stock  covered  thereby  have  been  sold,  (B) the  date  that  Rule 144 of the
Securities Act is available for the Selling  Stockholder to immediately,  freely
resell without restriction all Restricted Stock covered thereby, or (C) 180 days
from the effective date of the first Registration Statement filed by the Company
with the SEC  pursuant  to this  Agreement  or, with  respect to any  subsequent
Registration  Statement,  180 days from the effective date of such  Registration
Statement;

          (ii)  prepare  and  file  with  the  SEC  such  amendments  (including
post-effective  amendments) and supplements to such  Registration  Statement and
the  prospectus  used in  connection  therewith as may be necessary to keep such
Registration  Statement  effective for the period  specified in Section  7(c)(i)

                                       11

above  and to  comply  with  the  provisions  of the  Act  with  respect  to the
disposition of all Restricted  Stock covered by such  Registration  Statement in
accordance   with  the  intended   method  of  disposition  set  forth  in  such
Registration Statement for such period;

          (iii) furnish to the Selling Stockholders such number of copies of the
Registration  Statement and the  prospectus  included  therein  (including  each
preliminary  prospectus)  as such  person  may  reasonably  request  in order to
facilitate the public sale or other  disposition of the Restricted Stock covered
by such Registration Statement;

          (iv) use its  reasonable  best  efforts to  register  or  qualify  the
Restricted  Stock  covered  by  such  Registration  Statement  under  the  state
securities  laws  of  such  jurisdictions  as  any  Selling   Stockholder  shall
reasonably request; provided, however, that the Company shall not be required to
qualify  generally  to  transact  business  as  a  foreign  corporation  in  any
jurisdiction  where it is not so qualified  or to consent to general  service of
process in any such jurisdiction;

          (v) in the event of any underwritten  public offering,  enter into and
perform its obligations under an underwriting  agreement, in usual and customary
form,  with  the  managing   underwriter(s)  of  such  offering.   Each  Selling
Stockholder participating in such underwriting shall also enter into and perform
its obligations under such an agreement, as described in Section 7(b)(ii);

          (vi)  immediately  notify each Selling  Stockholder at any time when a
prospectus  relating  thereto is required to be delivered  under the Act, of the
happening  of any event as a result of which the  prospectus  contained  in such
Registration  Statement,  as then in effect,  includes an untrue  statement of a
material  fact or omits to state a material  fact  required or  necessary  to be
stated therein in order to make the statements  contained therein not misleading
in light of the  circumstances  under which they were made. The Company will use
reasonable efforts to amend or supplement such prospectus in order to cause such
prospectus  not to include any untrue  statement  of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading in the light of the circumstances  under which
they were made;

          (vii)  prepare  and  file  with the  Commission  such  amendments  and
supplements to such Registration Statement and the prospectus used in connection
with  such  Registration  Statements  as may be  necessary  to  comply  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities covered by such Registration Statement;

          (viii) use its reasonable  best efforts to list the  Restricted  Stock
covered by such Registration  Statement on each exchange or automated  quotation
system on which similar  securities  issued by the Company are then listed (with
the  listing  application  being  made  at  the  time  of  the  filing  of  such
Registration Statement or as soon thereafter as is reasonably practicable); and

          (ix) cooperate in the timely removal of any  restrictive  legends from
the shares of  Restricted  Stock in  connection  with the resale of such  shares
covered by an effective Registration Statement.

                                       12

     (d) Delay of Registration.  No Selling  Stockholder shall have any right to
obtain  or seek  an  injunction  restraining  or  otherwise  delaying  any  such
registration as the result of any  controversy  that might arise with respect to
the interpretation or implementation of this Section 7.

     (e) Expenses.

          (i) For the  purposes of this  Section  7(e),  the term  "Registration
Expenses"  shall mean:  all expenses  incurred by the Company in complying  with
Section 7(b) of this Agreement,  including, without limitation, all registration
and filing  fees,  printing  expenses,  fees and  disbursements  of counsel  and
independent  public  accountants  for the Company,  fees under state  securities
laws,  fees of the National  Association of Securities  Dealers,  Inc., fees and
expenses of listing  shares of Restricted  Stock on any  securities  exchange or
automated  quotation system on which the Company's shares are listed and fees of
transfer  agents and  registrars.  The term "Selling  Expenses"  shall mean: all
underwriting  discounts  and  selling  commissions  applicable  to the  sale  of
Restricted  Stock and all  accountable or  non-accountable  expenses paid to any
underwriter in respect of such sale.

          (ii) Except as  otherwise  provided  herein,  the Company will pay all
Registration  Expenses in  connection  with the  Registration  Statements  filed
pursuant to Section 7(b) of this Agreement.  All Selling  Expenses in connection
with  any  Registration  Statements  filed  pursuant  to  Section  7(b)  of this
Agreement  shall be borne by the Selling  Stockholders  pro rata on the basis of
the number of shares  registered  by each  Selling  Stockholder  whose shares of
Restricted Stock are covered by such Registration  Statement, or by such persons
other than the  Company  (except to the extent the  Company  may be a seller) as
they may agree upon.  Each  Selling  Stockholder  shall be  responsible  for any
broker fees or transfer agent fees that it incurs in connection with the sale of
the Warrants or its Restricted Stock.

     (f) Obligations of the Selling Stockholders.

          (i) In  connection  with each  registration  hereunder,  each  Selling
Stockholder  shall  furnish  to the  Company in writing  such  information  with
respect to it and the securities held by it and the proposed distribution by it,
as shall be  reasonably  requested by the Company in order to assure  compliance
with applicable  federal and state  securities laws as a condition  precedent to
including  the  Selling  Stockholder's  Restricted  Stock  in  the  Registration
Statement.  Each Selling  Stockholder  shall also promptly notify the Company in
writing  of any  changes  in  such  information  included  in  the  Registration
Statement  or  prospectus  as a result of which there is an untrue  statement of
material fact or an omission to state any material fact required or necessary to
be  stated  therein  in order  to make  the  statements  contained  therein  not
misleading in light of the circumstances under which they were made.

          (ii) In connection with the filing of the Registration Statement, each
Selling Stockholder shall furnish to the Company in writing such information and
affidavits as the Company  reasonably  requests for use in connection  with such
Registration Statement or prospectus.

          (iii) In connection with each registration pursuant to this Agreement,
each Selling  Stockholder agrees that it will not effect sales of any Restricted
Stock until  notified by the Company of the  effectiveness  of the  Registration

                                       13

Statement,  and thereafter  will suspend such sales after receipt of notice from
the  Company  to  suspend  sales to permit  the  Company  to correct or update a
Registration  Statement or prospectus or upon receipt by the Company of a threat
by the SEC or state securities commission to undertake a stop order with respect
to sales under the Registration Statement. At the end of any period during which
the Company is obligated to keep a Registration  Statement current, each Selling
Stockholder  shall  discontinue  sales  of  Restricted  Stock  pursuant  to such
Registration  Statement upon receipt of notice from the Company of its intention
to remove from  registration the Restricted  Stock covered by such  Registration
Statement which remains unsold,  and each Selling  Stockholder  shall notify the
Company  in  writing  of the number of shares  registered  which  remain  unsold
immediately upon receipt of such notice from the Company.

     (g) Information Blackout and Holdbacks.

          (i) At any time when a  Registration  Statement  effected  pursuant to
Section 7(b) is effective,  upon written  notice from the Company to the Selling
Stockholder  that the  Company  has  determined  in good  faith that the sale of
Restricted Stock pursuant to the Registration Statement would require disclosure
of non-public material information,  the Selling Stockholder shall suspend sales
of Restricted Stock pursuant to such  Registration  Statement until such time as
the Company notifies the Selling Stockholder that such material  information has
been  disclosed  to the  public or has  ceased  to be  material,  or that  sales
pursuant to such Registration Statement may otherwise be resumed.

          (ii)  Notwithstanding  any  other  provision  of this  Agreement,  the
Selling Stockholder shall not effect any public sale or distribution  (including
sales pursuant to Rule 144 under the Securities Act), if and when available,  of
equity  securities  of  the  Company,  or any  securities  convertible  into  or
exchangeable or exercisable for such securities, during the 30 days prior to the
commencement  of any primary  offering to be undertaken by the Company of shares
of its unissued Common Stock ("Primary Offering"),  which may also include other
securities,  and ending 120 days after completion of any such Primary  Offering,
unless the Company, in the case of a non-underwritten  Primary Offering,  or the
managing underwriter, in the case of an underwritten Primary Offering, otherwise
agree.

     (h) Indemnification.

          (i) The Company agrees to indemnify,  to the extent  permitted by law,
each  Selling  Stockholder,  such  Selling  Stockholder's  respective  partners,
officers,  directors,  underwriters  and each  Person who  controls  any Selling
Stockholder  (within  the  meaning of the  Securities  Act)  against all losses,
claims, damages, liabilities and expenses caused by: (x) any untrue statement of
or alleged  untrue  statement of material  fact  contained  in the  Registration
Statement,  prospectus or preliminary  prospectus or any amendment or supplement
thereto,  (y) any omission of or alleged omission of a material fact required to
be stated therein or necessary to make the statements therein not misleading, or
(z) any violation or alleged violation by the Company of the Securities Act, the
Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),  any state
securities law or any rule or regulation  promulgated  under the Securities Act,
the Exchange Act or any state  securities  law in  connection  with the offering
covered by such registration statement (collectively,  "Violations");  provided,

                                       14

however,  that the indemnity  agreement  contained in this Section 7(h)(i) shall
not  apply to  amounts  paid in  settlement  of any such  loss,  claim,  damage,
liability or action if such  settlement  is effected  without the consent of the
Company, which consent shall not be unreasonably withheld, nor shall the Company
be liable in for any loss, claim, damage, liability or action to the extent that
it arises out of or is based upon a Violation  which occurs in reliance upon and
in conformity with information  furnished by such Selling Stockholder,  partner,
officer,   director,   underwriter  or   controlling   person  of  such  Selling
Stockholder.

          (ii) To the extent  permitted by law, each Selling  Stockholder  shall
indemnify and hold harmless the Company, each of its directors, its officers and
each  person,  if any,  who  controls  the  Company  within  the  meaning of the
Securities  Act,  any  underwriter  and any other  Selling  Stockholder  selling
securities  under  the  Registration  Statement  or any of  such  other  Selling
Stockholder's  partners,  directors or officers or any person who controls  such
Selling Stockholder,  against any losses,  claims, damages or liabilities (joint
or  several)  to which the Company or any such  director,  officer,  controlling
person,  underwriter or other such Selling  Stockholder,  or partner,  director,
officer or  controlling  person of such other  Selling  Stockholder,  may become
subject under the Securities Act, the Exchange Act or any other federal or state
law,  insofar as such  losses,  claims,  damages or  liabilities  (or actions in
respect  thereto) arise out of or are based upon any Violation,  in each case to
the extent that such  Violation  occurs:  (A) in reliance upon and in conformity
with information  furnished by such Selling Stockholder to the Company; (B) as a
result of any  failure  to  deliver a copy of the  prospectus  relating  to such
Registration  Statement, or (C) as a result of any disposition of the Restricted
Stock  in  a  manner  that  fails  to  comply  with  the  permitted  methods  of
distribution identified within the Registration Statement.

          (iii) Any Person entitled to indemnification hereunder shall: (A) give
prompt  written  notice to the  indemnifying  party of any claim with respect to
which it seeks indemnification  (provided that the failure to give prompt notice
shall not impair any Person's right to  indemnification  hereunder to the extent
such failure has not prejudiced the indemnifying  party), and (B) unless in such
indemnified  party's  reasonable  judgment a conflict of interest  between  such
indemnified  and  indemnifying  parties  may exist with  respect to such  claim,
permit such indemnifying  party to assume the defense of such claim with counsel
reasonably  satisfactory to the  indemnified  party. If such defense is assumed,
the indemnifying  party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be
unreasonably  withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses  of  more  than  one  counsel  for  all  parties  indemnified  by  such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any  indemnified  party  a  conflict  of  interest  may  exist  between  such
indemnified party and any other of such indemnified parties with respect to such
claim.

          (iv) If the indemnification  provided for in this Section 7(h) is held
by a court of competent  jurisdiction to be unavailable to an indemnified  party
with respect to any losses,  claims,  damages or liabilities referred to herein,
the  indemnifying   party,  in  lieu  of  indemnifying  such  indemnified  party
thereunder,  shall to the extent  permitted by applicable  law contribute to the
amount  paid or  payable  by such  indemnified  party as a result of such  loss,
claim,  damage or liability in such  proportion as is appropriate to reflect the
relative fault of the indemnifying  party on the one hand and of the indemnified

                                       15

party on the other in  connection  with the  violation(s)  described  in Section
7(h)(i) that resulted in such loss, claim,  damage or liability,  as well as any
other relevant equitable considerations.  The relative fault of the indemnifying
party and of the  indemnified  party  shall be  determined  by a court of law by
reference to, among other things, whether the untrue or alleged untrue statement
of a  material  fact  or the  omission  to  state a  material  fact  relates  to
information  supplied by the indemnifying  party or by the indemnified party and
the parties' relative intent,  knowledge,  access to information and opportunity
to correct or prevent such statement or omission;  provided, however, that in no
event shall any contribution by a Selling  Stockholder  hereunder exceed the net
proceeds from the offering received by such Selling Stockholder.

          (v) The indemnification provided for under this Agreement shall remain
in full force and effect regardless of any investigation made by or on behalf of
the  indemnified  party or any officer,  director or controlling  Person of such
indemnified party and shall survive the transfer of securities. The Company also
agrees to make such  provisions as are reasonably  requested by any  indemnified
party for contribution to such party in the event the Company's  indemnification
is unavailable for any reason.

8. Entire  Agreement.  This Agreement  contains the entire agreement between the
parties and supersedes all prior agreements and understandings, both written and
oral,  between the parties with  respect to the subject  matter  hereto,  and no
party  shall be  liable  or  bound  to any  other  party  in any  manner  by any
warranties, representations,  guarantees or covenants except as specifically set
forth in this Agreement.

9. Amendment and  Modification.  This Agreement may not be amended,  modified or
supplemented  except by an instrument or  instruments  in writing  signed by the
party against whom enforcement of any such amendment, modification or supplement
is sought.

10. Extensions and Waivers. At any time prior to the Closing, the parties hereto
entitled to the benefits of a term or provision  may (a) extend the time for the
performance of any of the obligations or other acts of the parties  hereto,  (b)
waive any inaccuracies in the representations and warranties contained herein or
in any document,  certificate or writing delivered pursuant hereto, or (c) waive
compliance  with any  obligation,  covenant,  agreement or  condition  contained
herein.  Any  agreement  on the part of a party to any such  extension or waiver
shall be valid  only if set forth in an  instrument  or  instruments  in writing
signed by the party against whom  enforcement of any such extension or waiver is
sought.  No failure or delay on the part of any party  hereto in the exercise of
any right  hereunder  shall impair such right or be construed to be a waiver of,
or  acquiescence  in, any breach of any  representation,  warranty,  covenant or
agreement.

11.  Successors and Assigns.  This Agreement  shall be binding upon and inure to
the benefit of the parties hereto and their  respective  successors and assigns,
provided,  however,  that no party  hereto may assign its rights or delegate its
obligations  under this Agreement  without the express prior written  consent of
the other  party  hereto.  Nothing in this  Agreement,  express or  implied,  is
intended  to  confer  upon any  party  other  than the  parties  hereto or their
respective  successors  and  assigns  any  rights,   remedies,   obligations  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

                                       16

12. Survival of Representations,  Warranties and Covenants.  The representations
and warranties  contained  herein shall survive the Closing and shall  thereupon
terminate 18 months from the Closing, except that the representations  contained
in Sections 2(a),  2(b),  2(d),  3(a) and 3(b) shall survive  indefinitely.  All
covenants  and  agreements  contained  herein  which by their terms  contemplate
actions following the Closing shall survive the Closing and remain in full force
and effect in accordance with their terms.

13. Headings;  Definitions. The Section headings contained in this Agreement are
inserted for  convenience  of reference  only and will not affect the meaning or
interpretation  of this Agreement.  All references to Sections  contained herein
mean Sections of this Agreement unless otherwise  stated.  All capitalized terms
defined  herein are equally  applicable to both the singular and plural forms of
such terms.

14. Severability.  If any provision of this Agreement or the application thereof
to any person or  circumstance  is held to be invalid  or  unenforceable  to any
extent,  the remainder of this  Agreement  shall remain in full force and effect
and shall be  reformed  to render  the  Agreement  valid and  enforceable  while
reflecting to the greatest extent permissible the intent of the parties hereto.

15. Notices.  All notices hereunder shall be sufficiently given for all purposes
hereunder if in writing and delivered  personally,  sent by documented overnight
delivery  service or, to the extent receipt is confirmed,  telecopy,  telefax or
other electronic  transmission  service to the appropriate  address or number as
set forth below:

     If to the Company:
                        National Health Partners, Inc.
                        120 Gibraltar Road
                        Suite 107
                        Horsham, PA 19044
                        Attention:  Chief Financial Officer
                        Fax: (215) 682-7116

     If to Purchaser:
                        To the Purchaser address set forth on the signature page
                        hereof.

15.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance with the laws of the Commonwealth of Pennsylvania,  without regard to
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof,  except to the extent that the Indiana  Business  Corporation  Law
shall apply to the internal corporate governance of the Company.

16. Arbitration. If a dispute arises as to the interpretation of this Agreement,
it shall be decided in an arbitration  proceeding conforming to the Rules of the
American Arbitration  Association  applicable to commercial  arbitration then in
effect at the time of the  dispute.  The  arbitration  shall  take  place in the
Commonwealth  of  Pennsylvania.   The  decision  of  the  arbitrators  shall  be
conclusively  binding  upon the parties and final,  and such  decision  shall be
enforceable  as a judgment in any court of competent  jurisdiction.  The parties
hereto shall share equally the costs of the arbitration.

17.  Counterparts.  This Agreement may be executed and delivered by facsimile in
two or more counterparts,  each of which shall be deemed to be an original,  but
all of which together shall constitute one and the same agreement.

                  [Remainder of page intentionally left blank]

                                       17

     IN WITNESS WHEREOF,  intending to be legally bound, the parties hereto have
executed this Agreement as of the date first above written.

                                         PURCHASER

                                         Besamson Trading & Consulting  Ltd.


                                         By: /s/ Pierre Besuchet
                                            ------------------------------------
                                         Name: Pierre Besuchet
                                              ----------------------------------
                                         Title:
                                               ---------------------------------
                                         Address:
                                         ---------------------------------------

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

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

                                         NATIONAL HEALTH PARTNERS, INC.


                                         By: /s/ David M. Daniels
                                            ------------------------------------
                                         Name: David M. Daniels
                                              ----------------------------------
                                         Title: President & CEO
                                               ---------------------------------

                                       18

                                                                       Exhibit A

No. 2011 - 04

THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED,  OR THE  SECURITIES  LAWS OF ANY STATE.  THE SECURITIES
REPRESENTED  HEREBY  HAVE BEEN  TAKEN BY THE  REGISTERED  OWNER  FOR  INVESTMENT
PURPOSES ONLY, AND NOT WITH A VIEW TO THE RESALE OR  DISTRIBUTION  THEREOF,  AND
MAY NOT BE SOLD,  TRANSFERRED  OR  DISPOSED  OF  WITHOUT  AN  OPINION OF COUNSEL
SATISFACTORY  TO THE ISSUER THAT SUCH TRANSFER OR  DISPOSITION  DOES NOT VIOLATE
THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS  THEREUNDER OR
OTHER APPLICABLE SECURITIES LAWS.

                           CLASS A WARRANT TO PURCHASE
                                 COMMON STOCK OF
                         NATIONAL HEALTH PARTNERS, INC.

       Void after 5:00 p.m. Eastern Standard Time on the Termination Date
                               (as defined below)

     This  Warrant  ("Warrant")  confirms  that,  FOR VALUE  RECEIVED,  Besamson
Trading & Consulting  Ltd.  ("Holder")  is entitled to purchase,  subject to the
terms and conditions  hereof,  from NATIONAL HEALTH  PARTNERS,  INC., an Indiana
corporation (the "Company"),  4 million shares of common stock,  $.001 par value
per share,  of the Company (the "Common  Stock"),  at any time during the period
commencing on the date hereof (the "Commencement  Date") and ending at 5:00 p.m.
Eastern Standard Time on August 19, 2011 (the "Termination Date") at an exercise
price of $0.006 per share of Common Stock (the "Exercise Price").  The number of
shares of  Common  Stock  purchasable  upon  exercise  of this  Warrant  and the
Exercise  Price per share shall be subject to adjustment  from time to time upon
the occurrence of certain events as set forth below.

     The shares of Common  Stock or any other  shares or other units of stock or
other securities or property,  or any combination thereof,  then receivable upon
exercise of this Warrant,  as adjusted from time to time, are sometimes referred
to hereinafter  as "Exercise  Shares." The exercise price per share as from time
to time in effect is referred to hereinafter as the "Exercise Price."

1. Exercise of Warrant; Issuance of Exercise Shares.

     (a) Exercise of Warrant.

          (i) Subject to the terms hereof,  the purchase  rights  represented by
this Warrant are exercisable by Holder in whole or in part, at any time, or from
time to time, after the  Commencement  Date by the surrender of this Warrant and
the Notice of Exercise  annexed  hereto duly completed and executed on behalf of
Holder,  at the office of the  Company  (or such  other  office or agency of the
Company as it may  designate  by notice in  writing to Holder at the  address of

                                       19

Holder  appearing  on the books of the  Company)  accompanied  by payment of the
Exercise Price in full either:  (x) in cash, by bank or certified  check,  or by
wire  transfer  of  immediately  available  funds for the  Exercise  Shares with
respect to which this Warrant is exercised,  or (y) by any other method approved
by the board of directors of the Company (the "Board").

          (ii) In the event that this  Warrant  shall be duly  exercised in part
prior to the  Termination  Date,  the Company  shall issue a new Warrant of like
tenor evidencing the rights of the Holder thereof to purchase the balance of the
Exercise Shares purchasable under the Warrant so surrendered that shall not have
been purchased.

     (b)  Issuance of Exercise  Shares;  Delivery  of Warrant  Certificate.  The
Company shall,  within 10 business days or as soon  thereafter as is practicable
of the exercise of this Warrant,  issue in the name of and cause to be delivered
to the Holder one or more certificates representing the Exercise Shares to which
the Holder shall be entitled  upon such exercise  under the terms  hereof.  Such
certificate or  certificates  shall be deemed to have been issued and the Holder
shall be deemed to have become the record  holder of the  Exercise  Shares as of
the date of the proper exercise of this Warrant.

     (c) Exercise Shares Fully Paid and  Non-Assessable.  The Company agrees and
covenants that all Exercise Shares issuable upon the due exercise of the Warrant
represented by this Warrant  certificate  ("Warrant  Certificate")  shall,  upon
issuance  and payment  therefor in  accordance  with the terms  hereof,  be duly
authorized, validly issued, fully paid and non-assessable, and free and clear of
all taxes  (other than taxes  which,  pursuant to Section 2 hereof,  the Company
shall not be obligated to pay) or liens, charges, and security interests created
by the Company with respect to the issuance thereof.

     (d) Reservation of Exercise Shares.  The Company  covenants that during the
term that this  Warrant  is  exercisable,  the  Company  will  reserve  from its
authorized  and unissued  Common Stock a sufficient  number of shares to provide
for the issuance of the Exercise  Shares upon the exercise of this Warrant,  and
from  time to time  will  take all steps  necessary  to amend  its  articles  of
incorporation to provide sufficient  reserves of shares of Common Stock issuable
upon the exercise of the Warrant.

     (e)  Fractional  Shares.  The  Company  shall  not  be  required  to  issue
fractional  shares of capital  stock  upon the  exercise  of this  Warrant or to
deliver Warrant that evidence  fractional  shares of capital stock. In the event
that any fraction of an Exercise Share would,  except for the provisions of this
subsection (e), be issuable upon the exercise of this Warrant, the Company shall
pay to the  Holder  exercising  the  Warrant  an  amount  in cash  equal to such
fraction  multiplied  by the Current  Market Value of the Exercise  Share on the
last business day prior to the date on which this Warrant is exercised.

     For  purposes  hereof,  the  "Current  Market  Value"  for any day shall be
determined as follows:

          (i)  if the  Exercise  Shares  are  listed  or  traded  on a  national
securities  exchange or the NASDAQ  Reporting  System,  the closing price on the
principal national securities exchange on which they are so listed or traded, on
the NASDAQ Reporting  System, as the case may be, on the last business day prior

                                       20

to the date of the exercise of this Warrant.  The closing  price  referred to in
this  clause  (i)  shall be the last  reported  sales  price or, in case no such
reported  sale takes place on such day, the average of the reported  closing bid
and asked prices,  in either case on the national  securities  exchange on which
the Exercise Shares are then listed or in the NASDAQ Reporting System; or

          (ii) if the Exercise Shares are traded in the over-the-counter  market
and not on any  national  securities  exchange  and not on the  NASDAQ  National
Market  System  or  NASDAQ  Capital  Market  (together,  the  "NASDAQ  Reporting
System"),  the  average of the mean  between  the last bid and asked  prices per
share,  as reported by the National  Quotation  Bureau,  Inc.,  or an equivalent
generally accepted reporting service, or if not so reported,  the average of the
closing bid and asked  prices for an Exercise  Share as furnished to the Company
by any member of the National Association of Securities Dealers,  Inc., selected
by the Company for that purpose; or

          (iii) if no such  closing  price or closing  bid and asked  prices are
available,  as determined in any  reasonable  manner as may be prescribed by the
Board of Directors of the Company.

2. Payment of Taxes.  The Company will pay all documentary  stamp taxes, if any,
attributable  to the initial  issuance of Exercise  Shares upon the  exercise of
this Warrant;  provided,  however, that the Company shall not be required to pay
any tax or taxes that may be payable in respect of any transfer  involved in the
issue of this Warrant or any  certificates  for Exercise  Shares in a name other
than that of the holder of this  Warrant  surrendered  upon the exercise of this
Warrant,  and the  Company  shall  not be  required  to  issue or  deliver  such
certificates  unless or until the  person or  persons  requesting  the  issuance
thereof  shall  have paid to the  Company  the  amount of such tax or shall have
established  to the  satisfaction  of the  Company  that such tax has been paid.
Except as  specifically  provided in this Section 2, Holder shall be responsible
for the payment of all other  taxes  incurred in  connection  with the  receipt,
transfer or sale of the Warrant or the Exercise Shares.

3.  Mutilated  or Missing  Warrant  Certificates.  In case any Warrant  shall be
mutilated,  lost, stolen or destroyed,  the Company may in its discretion issue,
in exchange and substitution for and upon cancellation of the mutilated Warrant,
or in lieu of and in substitution for the Warrant lost,  stolen or destroyed,  a
new Warrant of like tenor and in the same aggregate denomination,  but only: (i)
in the case of loss, theft or destruction, upon receipt of evidence satisfactory
to the Company of such loss,  theft or destruction of such Warrant and indemnity
or  bond,  if  requested,  also  satisfactory  to them  and  (ii) in the case of
mutilation,  upon  surrender  of the  mutilated  Warrant.  Applicants  for  such
substitute Warrants shall also comply with such other reasonable regulations and
pay such other reasonable charges as the Company or its counsel may prescribe.

4. Rights of Holder.  The Holder  shall not, by virtue of anything  contained in
this Warrant or otherwise, be entitled to any right whatsoever, either at law or
in equity, of a stockholder of the Company,  including without  limitation,  the
right to receive  dividends  or to vote or to consent or to receive  notice as a
shareholder  in respect of the  meetings  of  shareholders  or the  election  of
directors of the Company or any other matter.

                                       21

5.  Registration of Transfers and Exchanges.  The Warrant shall be transferable,
subject to the provisions of Section 7 hereof, upon the books of the Company, if
any, to be maintained by it for that purpose,  upon surrender of this Warrant to
the Company at its principal office  accompanied (if so required by the Company)
by a written  instrument or instruments of transfer in form  satisfactory to the
Company  and  duly   executed  by  Holder  or  by  the  duly   appointed   legal
representative  thereof or by a duly authorized attorney and upon payment of any
necessary transfer tax or other governmental  charge imposed upon such transfer.
In all cases of transfer by an attorney,  the original letter of attorney,  duly
approved,  or an official copy thereof,  duly certified,  shall be deposited and
remain  with the  Company.  In case of transfer  by  executors,  administrators,
guardians or other legal  representatives,  duly authenticated evidence of their
authority shall be produced, and may be required to be deposited and remain with
the Company in its discretion.  Upon any such  registration  of transfer,  a new
Warrant shall be issued to the transferee  named in such instrument of transfer,
and the surrendered  Warrant shall be canceled by the Company.  This Warrant may
be  exchanged,  at the option of the Holder  thereof  and without  charge,  when
surrendered  to the  Company at its  principal  office,  or at the office of its
transfer agent,  if any, for another  Warrant of like tenor and  representing in
the  aggregate  the right to purchase from the Company a like number and kind of
Exercise  Shares as the Warrant  surrendered  for exchange or transfer,  and the
Warrant so surrendered  shall be canceled by the Company or transfer  agent,  as
the case may be.

6. Adjustment of Exercise Shares and Exercise Price.  The Exercise Price and the
number and kind of Exercise Shares purchasable upon the exercise of this Warrant
shall be subject to  adjustment  from time to time upon the happening of certain
events as hereinafter provided. The Exercise Price in effect at any time and the
number and kind of securities purchasable upon exercise of each Warrant shall be
subject to adjustment as follows:

     (a) In case of any  consolidation  or merger of the  Company  with  another
corporation  (other than:  (i) a merger with a  wholly-owned  subsidiary  of the
Company and (ii) a merger with another  corporation  in which the Company is the
surviving  corporation  and which  does not  result in any  reclassification  or
change (other than a change in par value,  or from par value to no par value, or
from no par value to par value,  or as a result of a subdivision or combination)
of  outstanding  Common Stock  issuable upon such  exercise),  the rights of the
Holder of this Warrant shall be adjusted in the manner described below:

          (i) In the event that the Company is the surviving  corporation,  this
Warrant shall, without payment of additional  consideration  therefor, be deemed
modified so as to provide  that the Holder of this  Warrant,  upon the  exercise
thereof,  shall  procure,  in lieu of each  share of  Common  Stock  theretofore
issuable  upon such  exercise,  the kind and  amount  of shares of stock,  other
securities,  money and property receivable upon such  reclassification,  change,
consolidation  or  merger  by the  holder of each  share of  Common  Stock,  had
exercise of this Warrant occurred  immediately  prior to such  reclassification,
change,  consolidation or merger.  This Warrant (as adjusted) shall be deemed to
provide for further  adjustments  that shall be as nearly  equivalent  as may be
practicable to the adjustments provided for in this Section 6. The provisions of
this clause (i) shall similarly apply to successive reclassifications,  changes,
consolidations and mergers.

                                       22

          (ii) In the event that the Company is not the  surviving  corporation,
Holder shall be given at least 15 days prior written notice of such  transaction
and shall be permitted to exercise this Warrant, to the extent it is exercisable
as of the date of such notice,  during this 15- day period.  Upon  expiration of
such 15-day  period,  this Warrant and all of Holder's  rights  hereunder  shall
terminate.

     (b) If the Company, at any time while this Warrant, or any portion thereof,
remains  outstanding  and  unexpired,   by  reclassification  of  securities  or
otherwise,  shall change any of the securities as to which purchase rights under
this  Warrant  exist into the same or a different  number of  securities  of any
other class or classes,  this Warrant  shall  thereafter  represent the right to
acquire such number and kind of  securities  as would have been  issuable as the
result of such change with  respect to the  securities  that were subject to the
purchase rights under this Warrant immediately prior to such reclassification or
other change and the Exercise Price therefor  shall be  appropriately  adjusted,
all subject to further adjustment as provided in this Section 6.

     (c) In case the Company shall: (i) pay a dividend or make a distribution on
its  shares  of  Common  Stock in shares of  Common  Stock,  (ii)  subdivide  or
reclassify  its  outstanding  Common Stock into a greater  number of shares,  or
(iii) combine or reclassify its  outstanding  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 proportionally  adjusted so that the
holder of this  Warrant  exercised  after such date shall be entitled to receive
the aggregate number and kind of shares that, if this Warrant had been exercised
by such  holder  immediately  prior to such date,  he would have owned upon such
exercise  and  been  entitled  to  receive  upon  such  dividend,   subdivision,
combination or reclassification.  For example, if the Company declares a 2 for 1
stock dividend or stock split and the Exercise Price  immediately  prior to such
event was $2.00 per share, the adjusted  Exercise Price  immediately  after such
event  would be $1.00 per  share.  Such  adjustment  shall be made  successively
whenever any event listed above shall occur. Whenever the Exercise Price payable
upon exercise of each Warrant is adjusted  pursuant to this  subsection (c), the
number of  Exercise  Shares  purchasable  upon  exercise of this  Warrant  shall
simultaneously  be  adjusted  by  multiplying  the  number  of  Exercise  Shares
initially issuable upon exercise of this Warrant by the Exercise Price in effect
on the date hereof and dividing  the product so obtained by the Exercise  Price,
as adjusted.

     (d) In the  event  that at any  time,  as a result  of an  adjustment  made
pursuant  to  subsection  (a),  (b) or (c)  above,  the  Holder of this  Warrant
thereafter  shall become entitled to receive any Exercise Shares of the Company,
other  than  Common  Stock,  thereafter  the  number  of such  other  shares  so
receivable  upon exercise of this Warrant  shall be subject to  adjustment  from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock contained in subsections (a), (b) or
(c) above.

     (e)  Irrespective of any adjustments in the Exercise Price or the number or
kind of Exercise  Shares  purchasable  upon exercise of this  Warrant,  Warrants
theretofore  or  thereafter  issued may  continue  to express the same price and
number  and kind of  shares  as are  stated in the  similar  Warrants  initially
issuable pursuant to this Warrant.

                                       23

     (f)  Whenever  the  Exercise  Price  shall be  adjusted  as required by the
provisions of this Section 6, the Company shall forthwith file in the custody of
its  Secretary or an Assistant  Secretary at its  principal  office and with its
stock  transfer  agent,  if any, an officer's  certificate  showing the adjusted
Exercise Price determined as herein provided, setting forth in reasonable detail
the facts  requiring  such  adjustment,  including a statement  of the number of
additional  shares of Common  Stock,  if any,  and such other  facts as shall be
necessary  to show the reason for and the manner of computing  such  adjustment.
Each such officer's  certificate shall be made available at all reasonable times
for  inspection  by Holder  and the  Company  shall,  forthwith  after each such
adjustment, mail a copy by certified mail of such certificate to Holder.

     (g) All calculations under this Section 6 shall be made to the nearest cent
or to the nearest one-hundredth of a share, as the case may be.

7. Restrictions on Transferability; Restrictive Legend. Neither this Warrant nor
the  Exercise  Shares  shall  be  transferable  except  in  accordance  with the
provisions of this Section.

     (a) Restrictions on Transfer; Indemnification. Neither this Warrant nor any
Exercise Share may be offered for sale or sold, or otherwise transferred or sold
in any transaction  which would  constitute a sale thereof within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"),  unless: (i) such
security has been registered for sale under the Securities Act and registered or
qualified under  applicable state securities laws relating to the offer and sale
of securities,  or (ii)  exemptions  from the  registration  requirements of the
Securities Act and the  registration or  qualification  requirements of all such
state  securities  laws are  available,  and the Company  shall have received an
opinion of counsel  satisfactory  to the Company that the proposed sale or other
disposition of such securities may be effected  without  registration  under the
Securities  Act and would not result in any  violation of any  applicable  state
securities laws relating to the  registration or qualification of securities for
sale, such counsel and such opinion to be satisfactory to the Company.

     (b)  Restrictive  Legends.  Unless and until  otherwise  permitted  by this
Section 7 or unless  otherwise  determined  by the  Board,  this  Warrant,  each
Warrant  issued to the Holder or to any  transferee or assignee of this Warrant,
and each certificate  representing  Exercise Shares issued upon exercise of this
Warrant or to any  transferee  of the person to whom the  Exercise  Shares  were
issued,  shall bear a legend setting forth the requirements of subsection (a) of
this Section 7,  together  with such other legend or legends as may otherwise be
deemed necessary or appropriate by counsel to the Company.

     (c) Removal of Legend.  The Company shall, at the request of any registered
holder of a Warrant or Exercise  Share,  exchange the  certificate  representing
such security for a certificate  representing  the same security not bearing the
restrictive  legend  required  by  subsection  (b) if, in the opinion of counsel
acceptable  to the  Company,  such  restrictive  legend is no longer  necessary.
Holder shall be responsible for the payment of all costs and expenses associated
with the removal of the restrictive legend.

     (d) The Holder agrees to indemnify  and hold  harmless the Company  against
any loss,  damage,  claim or  liability  arising  from the  disposition  of this
Warrant or any  Exercise  Share held by such holder or any  interest  therein in
violation of the provisions of this Section 7.

                                       24

8. Registration  Rights.  The Holder shall be entitled to the rights and subject
to the  obligations set forth in Section 7 of that certain  Securities  Purchase
Agreement  dated on or about the date  hereof by and between the Company and the
Holder.

9.  Restrictions  on  Exercise.  The Holder may not acquire a number of Exercise
Shares to the extent that,  upon such  exercise,  the number of shares of Common
Stock then  beneficially  owned by such Holder and its  affiliates and any other
persons  or  entities  whose  beneficial  ownership  of  Common  Stock  would be
aggregated  with the Holder's for purposes of Section 13(d) of the Exchange Act,
(including  shares  held by any  "group"  of which the  Holder is a member,  but
excluding shares  beneficially owned by virtue of the ownership of securities or
rights to acquire  securities  that have  limitations  on the right to  convert,
exercise or purchase  similar to the limitation set forth herein) exceeds 19.99%
of the total  number of shares of Common  Stock of the  Company  then issued and
outstanding.  For purposes hereof,  "group" has the meaning set forth in Section
13(d) of the Exchange Act and applicable  regulations of the Securities Exchange
Commission  (the  "Commission"),  and the percentage held by the holder shall be
determined in a manner  consistent  with the  provisions of Section 13(d) of the
Exchange Act.

10. Entire  Agreement.  This Warrant contains the entire  agreement  between the
parties and supersedes all prior agreements and understandings, both written and
oral,  between the parties with  respect to the subject  matter  hereto,  and no
party  shall be  liable  or  bound  to any  other  party  in any  manner  by any
warranties, representations,  guarantees or covenants except as specifically set
forth in this Warrant.

11.  Amendment and  Modification.  This Warrant may not be amended,  modified or
supplemented  except by an instrument or  instruments  in writing  signed by the
party against whom enforcement of any such amendment, modification or supplement
is sought.

12.  Extensions and Waivers.  The parties  hereto  entitled to the benefits of a
term or  provision  may (a)  extend the time for the  performance  of any of the
obligations or other acts of the parties hereto,  (b) waive any  inaccuracies in
the  representations  and  warranties  contained  herein  or  in  any  document,
certificate or writing  delivered  pursuant hereto, or (c) waive compliance with
any obligation, covenant, agreement or condition contained herein. Any agreement
on the part of a party to any such  extension  or waiver  shall be valid only if
set forth in an instrument or instruments in writing signed by the party against
whom enforcement of any such extension or waiver is sought.  No failure or delay
on the part of any party  hereto in the  exercise of any right  hereunder  shall
impair such right or be  construed  to be a waiver of, or  acquiescence  in, any
breach of any representation, warranty, covenant or agreement.

13. Successors and Assigns.  This Warrant shall be binding upon and inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns,
provided,  however,  that no party  hereto may assign its rights or delegate its
obligations  under this Warrant without the express prior written consent of the
other party hereto. Nothing in this Warrant,  express or implied, is intended to
confer  upon  any  party  other  than the  parties  hereto  or their  respective
successors and assigns any rights, remedies, obligations or liabilities under or
by reason of this Warrant, except as expressly provided in this Warrant.

                                       25

14. Headings;  Definitions.  The section headings  contained in this Warrant are
inserted for  convenience  of reference  only and will not affect the meaning or
interpretation of this Warrant. All references to sections contained herein mean
sections of this Warrant unless otherwise stated.  All capitalized terms defined
herein are equally  applicable  to both the  singular  and plural  forms of such
terms.

15. Severability. If any provision of this Warrant or the application thereof to
any person or circumstance is held to be invalid or unenforceable to any extent,
the remainder of this Warrant shall remain in full force and effect and shall be
reformed to render the Warrant  valid and  enforceable  while  reflecting to the
greatest extent permissible the intent of the parties hereto.

16. Notices.  All notices hereunder shall be sufficiently given for all purposes
hereunder if in writing and delivered  personally,  sent by documented overnight
delivery  service or, to the extent receipt is confirmed,  telecopy,  telefax or
other electronic  transmission  service to the appropriate  address or number as
set forth below:

     If to the Company:
                        National Health Partners, Inc.
                        120 Gibraltar Road
                        Suite 107
                        Horsham, PA 19044
                        Attention:  Chief Financial Officer
                        Fax: (215) 682-7116

     If to Holder:
                        To the address of the Holder appearing on the books of
                        the Company or the Company's transfer agent, if any.

17. Governing Law. This Warrant shall be governed by and construed in accordance
with the laws of the  Commonwealth of  Pennsylvania,  without regard to the laws
that might  otherwise  govern under  applicable  principles of conflicts of laws
thereof,  except to the extent that the Indiana  Business  Corporation Law shall
apply to the internal corporate governance of the Company.

18.  Arbitration.  If a dispute arises as to the interpretation of this Warrant,
it shall be decided in an arbitration  proceeding conforming to the Rules of the
American Arbitration  Association  applicable to commercial  arbitration then in
effect at the time of the  dispute.  The  arbitration  shall  take  place in the
Commonwealth  of  Pennsylvania.   The  decision  of  the  arbitrators  shall  be
conclusively  binding  upon the parties and final,  and such  decision  shall be
enforceable  as a judgment in any court of competent  jurisdiction.  The parties
hereto shall share equally the costs of the arbitration.

19. Counterparts. This Warrant may be executed and delivered by facsimile in two
or more counterparts,  each of which shall be deemed to be an original,  but all
of which together shall constitute one and the same agreement.

                                       26

     IN WITNESS  WHEREOF,  the  Company  has caused  these  presents  to be duly
executed as of this [___] day of [_____________], [______].

                                        NATIONAL HEALTH PARTNERS, INC.

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------

                                       27

                               NOTICE OF EXERCISE

To: National Health Partners, Inc.
    120 Gibraltar Road
    Suite 107
    Horsham, PA 19044
    Attention: Chief Financial Officer

     (1) The  undersigned  hereby elects to purchase  _______________  shares of
Common Stock of the Company pursuant to the terms of the attached  warrant,  and
tenders  herewith  payment  of the  purchase  price  for such  shares in full in
accordance with the terms of the warrant.

     (2)  In  exercising  the  warrant,  the  undersigned  hereby  confirms  and
acknowledges  that the  shares of  Common  Stock to be  issued  upon  conversion
thereof  are being  acquired  solely  for the  account  of the  undersigned  for
investment  purposes only (unless such shares are subject to resale  pursuant to
an effective  registration  statement or an exemption  from  registration  under
applicable federal and state securities laws), and that the undersigned will not
offer, sell or otherwise dispose of any such shares of Common Stock except under
circumstances  that will not result in a violation of the  Securities Act or any
state securities laws.

     (3) Terms not otherwise  defined in this Notice of Exercise  shall have the
meanings ascribed to such terms in the attached warrant.

     (4) Please issue a certificate or certificates  representing said shares of
Common Stock in the name of the undersigned.


                                     -------------------------------------------
                                     (Signature)

                                     By:
                                        ----------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                           -------------------------------------

                                       28