Exhibit 4.1 to SB-2THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT ANDHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD ORTRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDERTHE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. CLASS A WARRANT TO PURCHASE SHARES OF THE STOCK OF IMPLANTABLE VISION, INC. (Void after Expiration Date – December 31, 2006) Issue Date: ________, 2006 This certifies that _______ or his successors or assigns (“Holder”)shall be entitled to purchase from Implantable Vision, Inc., a Utah corporation(“Company”), having its principal place of business at ________________________,up to a total of _______ fully paid and non-assessable shares of the Company’scommon stock, (“Common Stock”), at a price per share equal to the Exercise Price(as defined below). This Class A Warrant is being issued in connection with an offering(“Offering”) of units consisting of Series A Convertible Preferred StockConvertible into Common Stock and Class A and Class B Warrants to purchaseCommon Stock (the “Units”). The Offering is being made only to Investors whoqualify as “accredited investors” as such term is defined in Rule 501 ofRegulation D under the Securities Act of 1933, as amended (the “SecuritiesAct”). Capitalized terms used herein and not otherwise defined shall have therespective meanings set forth in the Purchase Agreement. The initial exercise price (the “Exercise Price”) of this Class AWarrant will be equal to $2.00 per share, subject to adjustment upon theoccurrence of the events described in Section 2 of this Class A Warrant. This Class A Warrant shall be exercisable into shares of Common Stockat any time, or from time-to-time, up to and including 5:00 p.m. (New York time)on December 31, 2006 (“Expiration Date”), provided, however, if such date is nota business day, then on the business day immediately following such date). ThisClass A Warrant is exercisable in whole or in part upon the surrender to theCompany at its principal place of business (or at such other location as theCompany may advise the Holder in writing) of this Class A Warrant properlyendorsed with a form of subscription in substantially the form attached heretoduly filled in and signed and upon payment in cash or by check of the aggregateExercise Price for the number of shares for which this Class A Warrant is beingexercised as determined in accordance with the provisions hereof.1. EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES. 1.1 GENERAL. This Class A Warrant is exercisable in full, or in part for10,000 or more shares, in increments of 10,000 shares, except for the finalexercise which may be for the remainder, at the option of the Holder of recordat any time or from time, to time, up to the Expiration Date for all of theshares of Common Stock (but not for a fraction of a share) which may bepurchased hereunder. In the case of the exercise of less than all of the Class AWarrants represented hereby, the Company shall cancel this Class A WarrantCertificate upon the surrender hereof and shall execute and deliver a new ClassA Warrant Certificate or Class A Warrant Certificates of like tenor for thebalance of such Class A Warrants. The Company agrees that the shares of CommonStock purchased under this Class A Warrant shall be and are deemed to be issuedto the Holder hereof as the record owner of such shares as of the close ofbusiness on the date on which the exercise notice (attached hereto as Schedule Aor B) is delivered to the Company via facsimile; provided, however, that in suchcase this Class A Warrant shall be surrendered to the Company within three (3)business days. Certificates for the shares of Common Stock so purchased,together with any other securities or property to which the Holder is entitledupon such exercise, shall be delivered to the Holder by the Company at theCompany’s expense within a reasonable time after the rights represented by thisClass A Warrant have been so exercised, and in any event, within three businessdays of such exercise and delivery of the Exercise Price. The Company shall, nolater than the close of business on the first business day following the date onwhich the Company receives the exercise notice by facsimile transmission issueand deliver to the Company’s Transfer Agent irrevocable instructions to issueand deliver or cause to be delivered to such Holder the number of Warrant Sharesexercised within two business days thereafter by either express mail or handdelivery. Each Common Stock certificate so delivered shall be in suchdenominations of 10,000 or more shares of Common Stock, in increments of 10,000,as may be requested by the Holder hereof and shall be registered on theCompany’s books in the name designated by such Holder, provided that no Holderof this Class A Warrant shall be permitted to exercise any warrants to theextent that such exercise would cause any Holder to be the beneficial owner ofmore than 4.999% of the then outstanding Company’s Common Stock, at that giventime (as determined in accordance with Section 13(d) of the Securities ExchangeAct of 1934, as amended, and the rules thereunder). This limitation shall not bedeemed to prevent any Holder from acquiring more than an aggregate of 4.999% ofthe Common Stock, so long as such Holder does not beneficially own, or have theright to beneficially more than 4.999% of the Company’s Common Stock at anygiven time. The limitations contained herein shall cease to apply upon sixty-one(61) days’ prior written notice from the Holder to the Company. 1.2 EXERCISE FOR CASH. This Class A Warrant may be exercised, in whole atany time or in part from time to time, commencing on the date hereof and priorto the Expiration Date, by the Holder by the facsimile delivery of the exercisenotice, as attached hereto, on the date of the exercise and by surrender of thisClass A Warrant within three (3) business days from the exercise day at theaddress set forth hereof, together with proper payment of the aggregate ExercisePrice payable hereunder for the Class A Warrant Shares (“Aggregate WarrantPrice”), or the proportionate part thereof if this Class A Warrant is exercisedin part. Payment for the Class A Warrant Shares shall be made by wire, or checkpayable to the order of the Company. If this Class A Warrant is exercised inpart, this Class A Warrant must be exercised for a number of whole shares of theCommon Stock, and the Holder is entitled to receive a new Class A Warrantcovering the Class A Warrant Shares which have not been exercised and settingforth the proportionate part of the Aggregate Warrant Price applicable to suchClass A Warrant Shares. Upon such surrender of this Class A Warrant the Companywill (a) issue a certificate or certificates in the name of the Holder for thelargest number of whole shares of the Common Stock to which the Holder shall beentitled and (b) deliver the other securities and properties receivable upon theexercise of this Class A Warrant, or the proportionate part thereof if thisClass A Warrant is exercised in part, pursuant to the provisions of this Class AWarrant. 1.3 SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company covenantsand agrees that all shares of Common Stock which may be issued upon the exerciseof the rights represented by this Class A Warrant will, upon issuance, be dulyauthorized, validly issued, fully paid and nonassessable and free from allpreemptive rights of any shareholder and free of all taxes, liens and chargeswith respect to the issue thereof. The Company further covenants and agreesthat, during the period within which the rights represented by this Class AWarrant may be exercised, the Company will at all times have authorized andreserved, for the purpose of issue or transfer upon exercise of the subscriptionrights evidenced by this Class A Warrant, a sufficient number of shares ofauthorized but unissued Common Stock, when and as required to provide for theexercise of the rights represented by this Class A Warrant. The Company willtake all such action as may be necessary to assure that such shares of CommonStock may be issued as provided herein without violation of any applicable lawor regulation, or of any requirements of any domestic securities exchange uponwhich the Common Stock or other securities may be listed; provided, however,that the Company shall not be required to effect a registration under federal orstate securities laws with respect to such exercise other than as required bythe Registration Rights Agreement. The Company will not take any action whichwould result in any adjustment of the Exercise Price if the total number ofshares of Common Stock issuable after such action upon exercise of alloutstanding warrants, together with all shares of Common Stock then outstandingand all shares of Common Stock then issuable upon exercise of all options andupon the conversion of all convertible securities then outstanding, would exceedthe total number of shares of Common Stock then authorized by the Company’sArticles of Incorporation (“Company Charter”). 1.4 BUY-IN. In addition to any other rights available to a Holder, if theCompany fails to deliver to the Holder a certificate representing Warrant Sharesby the fifth Trading Day after the date on which delivery of such certificate isrequired by this Warrant, and if after such fifth Trading Day the Holderpurchases (in an open market transaction or otherwise) shares of Common Stock todeliver in satisfaction of a sale by the Holder on or after the Exercise Date ofthe Warrant Shares that the Holder anticipated receiving from the Company (a”Buy-In”), then the Company shall, within three Trading Days after the Holder’srequest and in the Holder’s discretion, either (i) pay cash to the Holder in anamount equal to the Holder’s total purchase price (including brokeragecommissions, if any) for the shares of Common Stock so purchased (the “Buy-InPrice”), at which point the Company’s obligation to deliver such certificate(and to issue such Common Stock) shall terminate, or (ii) promptly honor itsobligation to deliver to the Holder a certificate or certificates representingsuch Common Stock and pay cash to the Holder in an amount equal to the excess(if any) of the Buy-In Price over the product of (A) such number of shares ofCommon Stock, times (B) the Closing Price on the date of the event giving riseto the Company’s obligation to deliver such certificate. Notwithstanding theforegoing, the Company shall have no liability under this subsection for theBuy-In Price if it has compiled with the requirements of subsection 1.1 aboveand notwithstanding it using its best efforts to have its transfer agent deliverthe Warrant Shares to the Holders within three trading days of the Holder’srequest such Warrant Shares are not delivered on a timely basis.2. DETERMINATION OR ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. TheExercise Price and the number of shares purchasable upon the exercise of thisClass A Warrant shall be subject to adjustment from time to time upon theoccurrence of certain events described in this Section 2. Upon each adjustmentof the Exercise Price, the Holder of this Class A Warrant shall thereafter beentitled to purchase, at the Exercise Price resulting from such adjustment, thenumber of shares obtained by multiplying the Exercise Price in effectimmediately prior to such adjustment by the number of shares purchasablepursuant hereto immediately prior to such adjustment, and dividing the productthereof by the Exercise Price resulting from such adjustment. 2.1 SUBDIVISION OR COMBINATION OF COMMON STOCK. In case the Company shallat any time subdivide or reclassify its outstanding shares of Common Stock intoa greater number of shares, the Exercise Price in effect immediately prior tosuch subdivision shall be proportionately reduced, and conversely, in case theoutstanding shares of Common Stock of the Company shall be combined orreclassified into a smaller number of shares, the Exercise Price in effectimmediately prior to such combination shall be proportionately increased. 2.2 DIVIDENDS IN COMMON STOCK, OTHER STOCK, PROPERTY, RECLASSIFICATION. Ifat any time or from time to time the holders of Common Stock (or any shares ofstock or other securities at the time receivable upon the exercise of this ClassA Warrant) shall have received or become entitled to receive, without paymenttherefore: 2.2.1 Stock, Common Stock or any shares of capital stock or other securities which are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution, 2.2.2 Any cash paid or payable otherwise than as a cash dividend, or 2.2.3 Stock, Common Stock or additional capital stock or other securities or property (including cash) by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement, (other than shares of Common Stock issued as a stock split or adjustments in respect of which shall be covered by the terms of Section 2.1 above), then and in each such case, the Holder hereof shall, upon the exercise of this Class A Warrant, be entitled to receive, in addition to the number of shares of Common Stock or other capital stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clause (2.2.2) above and this clause (2.2.3)) which such Holder would hold on the date of such exercise had he been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares or all other additional stock and other securities and property. 2.3 REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. 2.3.1 If any recapitalization, reclassification or reorganization of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets or other transaction shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, or other assets or property (an “Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right, upon exercise of this Class A Warrant, to purchase and receive (in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Class A Warrant) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Class A Warrant. In the event of any Organic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder of this Class A Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Class A Warrant) shall thereafter be applicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by written instrument executed and mailed or delivered to the Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder, upon Holder’s exercise of this Class A Warrant and payment of the purchase price in accordance with the terms hereof, such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. 2.3.2 No adjustment of the Exercise Price, however, shall be made in an amount less than $.01 per Share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to $.01 per Share or more. 2.4 CERTAIN EVENTS. If any change in the outstanding Common Stock of theCompany or any other event occurs as to which the other provisions of thisSection 2 are not strictly applicable or if strictly applicable would not fairlyprotect the purchase rights of the Holder of the Class A Warrant in accordancewith such provisions, then the Board of Directors of the Company shall make anadjustment in the number and class of shares available under the Class AWarrant, the Exercise Price or the application of such provisions, so as toprotect such purchase rights as aforesaid. The adjustment shall be such as willgive the Holder of the Class A Warrant upon exercise for the same aggregateExercise Price the total number, and kind of shares as he would have owned hadthe Class A Warrant been exercised prior to the event and had he continued tohold such shares until after the event requiring adjustment. 2.5 NOTICES OF CHANGE. 2.5.1 Upon any determination or adjustment in the number or class of shares subject to this Class A Warrant and of the Exercise Price, the Company shall give written notice thereof to the Holder, setting forth in reasonable detail and certifying the calculation of such determination or adjustment. 2.5.2 The Company shall give written notice to the Holder at least 20 business days prior to the date on which the Company closes its books or takes a record for determining rights to receive any dividends or distributions. 2.5.3 The Company shall also give written notice to the Holder at least 20 days prior to the date on which an Organic Change shall take place.3. ISSUE TAX. The issuance of certificates for shares of Common Stock upon theexercise of the Class A Warrant shall be made without charge to the Holder ofthe Class A Warrant for any issue tax (other than any applicable income taxes)in respect thereof; provided, however, that the Company shall not be required topay any tax which may be payable in respect of any transfer involved in theissuance and delivery of any certificate in a name other than that of the thenHolder of the Class A Warrant being exercised.4. CLOSING OF BOOKS. The Company will at no time close its transfer booksagainst the transfer of any warrant or of any shares of stock issued or issuableupon the exercise of any warrant in any manner which interferes with the timelyexercise of this Class A Warrant.5. NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing contained inthis Class A Warrant shall be construed as conferring upon the Holder hereof theright to vote as a shareholder of the Company. No dividends or interest shall bepayable or accrued in respect of this Class A Warrant, the interest representedhereby, or the shares purchasable hereunder until, and only to the extent that,this Class A Warrant shall have been exercised, subject to the Holder’s rightsunder Section 2 of this Class A Warrant. No provisions hereof, in the absence ofaffirmative action by the Holder to purchase shares of Common Stock, and no mereenumeration herein of the rights or privileges of the Holder hereof, shall giverise to any liability of such Holder for the Exercise Price or as a shareholderof the Company, whether such liability is asserted by the Company or by itscreditors.6. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. The rights andobligations of the Company, of the Holder of this Class A Warrant and of theholder of shares of Common Stock issued upon exercise of this Class A Warrant,shall survive the exercise of this Class A Warrant.7. FURTHER REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. 7.1 ARTICLES AND BYLAWS. The Company has made available to Holder true,complete and correct copies of the Company Charter and Bylaws, as amended,through the date hereof. 7.2 DUE AUTHORITY. The execution and delivery by the Company of this ClassA Warrant and the performance of all obligations of the Company hereunder,including the issuance to Holder of the right to acquire the shares of CommonStock, have been duly authorized by all necessary corporate action on the partof the Company, and the Class A Warrant is not inconsistent with the CompanyCharter or Bylaws and constitutes a legal, valid and binding agreement of theCompany, enforceable in accordance with its terms. 7.3 CONSENTS AND APPROVALS. No consent or approval of, giving of notice to,registration with, or taking of any other action in respect of any state,federal or other governmental authority or agency is required with respect tothe execution, delivery and performance by the Company of its obligations underthis Class A Warrant, except for any filing required by applicable federal andstate securities laws, which filing will be effective by the time requiredthereby. 7.4 ISSUED SECURITIES. All issued and outstanding shares of capital stockof the Company have been duly authorized and validly issued and are fully paidand nonassessable. All outstanding shares of capital stock were issued in fullcompliance with all federal and state securities laws. 7.5 EXEMPT TRANSACTION. Subject to the accuracy of the Holdersrepresentations in Section 8 hereof, the issuance of the Common Stock uponexercise of this Class A Warrant will constitute a transaction exempt from (i)the registration requirements of Section 5 of the Securities Act of 1933, asamended (“1933 Act”), in reliance upon Section 4(2) thereof, or upon theapplicable exemption under Regulation D, and (ii) the qualification requirementsof the applicable state securities laws. 7.6 COMPLIANCE WITH RULE 144. At the written request of the Holder, whoproposes to sell Common Stock issuable upon the exercise of the Class A Warrantin compliance with Rule 144 promulgated by the Securities and ExchangeCommission, the Company shall furnish to the Holder, within five (5) days afterreceipt of such request, a written statement confirming the Company’s compliancewith the filing requirements of the Securities and Exchange Commission as setforth in such Rule, as such Rule may be amended from time to time. 7.7 REGISTRATION. The shares of Common Stock underlying this Class AWarrant are subject to a Registration Rights Agreement dated as of the datehereof between the Company and the Holder, the terms of which are incorporatedby reference herein.8. REPRESENTATIONS AND COVENANTS OF THE HOLDER. 8.1 This Class A Warrant has been entered into by the Company in relianceupon the following representations and covenants of the Holder: 8.1.1 Investment Purpose. The Class A Warrant or the Common Stock issuable upon exercise of the Class A Warrant will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption. 8.1.2 Private Issue. The Holder understands (i) that the Class A Warrant and the Common Stock issuable upon exercise of this Class A Warrant are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Class A Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 8. 8.1.3 Disposition of Holders Rights. In no event will the Holder make a disposition of the Class A Warrant or the Common Stock issuable upon exercise of the Class A Warrant unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Holder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Common Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the Holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Holder or holder of a share of stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such Holder, one or more new certificates for the Class A Warrant or for such shares of stock not bearing any restrictive legend. 8.1.4 Financial Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment. 8.1.5 Risk of No Registration. The Holder understands that if the Company does not file reports pursuant to Section 15(d) and/or Section 12(g), of the Securities Exchange Act of 1934 (“1934 Act”), or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell (i) the Class A Warrant, or (ii) the Common Stock issuable upon exercise of the Class A Warrant, it may be required to hold such securities for an indefinite period. The Holder also understands that any sale of the Class A Warrant or the Common Stock issuable upon exercise of the Class A Warrant which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule. 8.1.6 Accredited Investor. The Holder is an “accredited investor” within the meaning of Regulation D promulgated under the 1933 Act.9. MODIFICATION AND WAIVER. This Class A Warrant and any provision hereof may bechanged, waived, discharged or terminated only by an instrument in writingsigned by (a) the party against which enforcement of the same is sought or (b)the Company and the holders of at least a majority of the number of shares intowhich the Class A Warrants are exercisable (without regard to any limitationcontained herein on such exercise), it being understood that upon thesatisfaction of the conditions described in (a) and (b) above, each Class AWarrant (including any Class A Warrant held by the Holder who did not executethe agreement specified in (b) above) shall be deemed to incorporate anyamendment, modification, change or waiver effected thereby as of the effectivedate thereof. Notwithstanding the foregoing, no modification to this Section 9will be effective against any Holder without his consent.10. TRANSFER OF THIS CLASS A WARRANT. No transfer of this Warrant can occurwithout written consent and approval by the Company. If such approval isgranted, then the Holder may sell, transfer, assign, pledge or otherwise disposeof this Class A Warrant, in whole or in part, as long as such sale or otherdisposition is made pursuant to an effective registration statement or anexemption from the registration requirements of the Securities Act. Upon suchtransfer or other disposition (other than a pledge), the Holder shall deliverthis Warrant to the Company together with a written notice to the Company,substantially in the form of the Transfer Notice attached hereto as Exhibit B(the “Transfer Notice”), indicating the person or persons to whom this Class AWarrant shall be transferred and, if less than all of this Class A Warrant istransferred, the number of Warrant Shares to be covered by the part of thisClass A Warrant to be transferred to each such person. Within three (3) BusinessDays of receiving a Transfer Notice and the original of this Class A Warrant,the Company shall deliver to the each transferee designated by the Holder aClass A Warrant(s) of like tenor and terms for the appropriate number of WarrantShares and, if less than all this Class A Warrant is transferred, shall deliverto the Holder a Class A Warrant for the remaining number of Warrant Shares.11. NOTICES. Any notice required or permitted hereunder shall be given inwriting (unless otherwise specified herein) and shall be deemed effectivelygiven upon (i) personal delivery, against written receipt thereof, (ii) deliveryvia facsimile or e-mail as set forth below (iii) two business days after depositwith Federal Express or another nationally recognized overnight courier service,or (iv) five business days after being forwarded, postage paid, via certified orregistered mail, return receipt requested, addressed to each of the otherparties thereunto entitled at the following addresses, or at such otheraddresses as a party may designate by ten days advance written notice.12. BINDING EFFECT ON SUCCESSORS; BENEFIT. As provided in Section 2.3 above,this Class A Warrant shall be binding upon any corporation succeeding theCompany by merger, consolidation or acquisition of all or substantially all ofthe Company’s assets. All of the obligations of the Company relating to theCommon Stock issuable upon the exercise of this Class A Warrant shall survivethe exercise and termination of this Class A Warrant. All of the covenants andagreements of the Company shall inure to the benefit of the successors andassigns of the Holder hereof. This Series A Warrant shall be for the sole andexclusive benefit of the Holder and nothing in this Series A Warrant shall beconstrued to confer upon any person other than the Holder any legal or equitableright, remedy or claim hereunder.13. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings of theseveral sections and paragraphs of this Class A Warrant are inserted forconvenience only and do not constitute a part of this Class A Warrant. ThisClass A Warrant shall be construed and enforced in accordance with, and therights of the parties shall be governed by the laws of the State of Utah.14. LOST WARRANTS. The Company represents and warrants to the Holder hereof thatupon receipt of evidence reasonably satisfactory to the Company of the loss,theft, destruction, or mutilation of this Class A Warrant and, in the case ofany such loss, theft or destruction, upon receipt of an indemnity reasonablysatisfactory to the Company, or in the case of any such mutilation uponsurrender and cancellation of such Class A Warrant, the Company, at the Holder’sexpense, will make and deliver a new Class A Warrant, of like tenor, in lieu ofthe lost, stolen, destroyed or mutilated Class A Warrant.15. FRACTIONAL SHARES. No fractional shares shall be issued upon exercise ofthis Class A Warrant. The Company shall, in lieu of issuing any fractionalshare, pay the Holder entitled to such fraction a sum in cash equal to suchfraction multiplied by the then effective Exercise Price.16. REDEMPTION. This Class A Warrant may be called for redemption and redeemedat the option of the Company, at a redemption price of $.50 per Class A Warrant,at any time between the Effective Date of the Registration Statement and theExpiration Date upon 10 day written notice delivered to the Holder, provided:(a) the Closing Bid or last sales price of the Common Stock issuable uponexercise of such Class A Warrant has been at least 175% of the Exercise Pricefor twenty (20) consecutive trading days ending not more than 3 days prior tothe date of notice of redemption; (b) there is an effective registrationstatement with a current prospectus available covering the shares of CommonStock issuable upon exercise of this Class A Warrant; and (c) no publicannouncement of a pending or proposed Organic Change has occurred that has notbeen consummated. If any of the foregoing conditions shall cease to be satisfiedat any time during the required period, then the Holder may elect to nullify theRedemption Notice in which case the Redemption Notice shall be null and void, abinitio. On and after the date fixed for redemption, the Holder shall have norights with respect to this Class A Warrant except to receive the $.50 per ClassA Warrant upon surrender of this Certificate. All Class A Warrants must beredeemed if any are redeemed. The Company covenants and agrees that it willhonor all Exercise Notices tendered through the Business Day immediatelypreceding the Redemption Date. The redemption payment shall be made in cash ondate fixed for redemption in the Company’s notice of redemption, as describedbelow (the “Redemption Date”). The redemption payment is due in full on theRedemption Date. The notice of redemption shall specify: (i) the Redemption Price; (ii)the date fixed for redemption (the “Redemption Date”); (iii) the place whereClass A Warrant Certificates shall be delivered and the redemption price paid;and (iv) that the right to exercise the Class A Warrants shall terminate at 5:00p.m. EST on the Business Day immediately preceding the Redemption Date. Anaffidavit of the Secretary or an Assistant Secretary of the Company that noticeof redemption has been mailed shall, in the absence of fraud, be conclusiveevidence of the facts stated therein. From and after the Redemption Date, the Company shall, at the placespecified in the notice of redemption, upon presentation and surrender to theCompany by or on behalf of the Holder thereof of this Class A Warrant, deliveror cause to be delivered to or upon the written order of such holder a sum ofcash equal to the Redemption Price of each such Class A Warrant. From and afterthe Redemption Date and upon the deposit or setting aside by the Company of asum sufficient to redeem all the Class A Warrants called for redemption, suchClass A Warrants shall expire and become void and all rights hereunder and shallcease, except the right, if any, to receive payment of the Redemption Price. IN WITNESS WHEREOF, the Company has caused this Warrant to be dulyexecuted by its officers, thereunto duly authorized this [ ] day of ________,200__. —————————— SCHEDULE A SUBSCRIPTION FORMDate: _________________, _______Implantable Vision, Inc. – Attn: PresidentLadies and Gentlemen: The undersigned hereby elects to exercise the Class A Warrant issued toit by Implantable Vision, Inc. (“Company”) and dated ______ ___ ____,(“Warrant”) and to purchase thereunder __________________________________ sharesof the Common Stock of the Company (“Shares”) at a purchase price of two dollara($2.00) per Share or an aggregate purchase price of __________________________________ Dollars ($__________) (“Exercise Price”). Pursuant to the terms of the Warrant, the undersigned has delivered theExercise Price herewith in full in cash or by certified check or wire transfer. Very truly yours, ASSIGNMENT To Be Executed by the Holder in Order to Assign WarrantsFOR VALUE RECEIVED, ______________________________________________________hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER ————————————– ————————————– ————————————– [please print or type name and address]_____________________of the Class A Warrants represented by this Class A WarrantCertificate, and hereby irrevocably constitutes and appoints_________________________________________ Attorney to transfer this Class AWarrant Certificate on the books of the Company, with full power of substitutionin the premises.Dated: x ——————— ———————————— Signature GuaranteedTHE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THENAME AS WRITTEN UPON THE FACE OF THIS CLASS A WARRANT CERTIFICATE IN EVERYPARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUSTBE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THEAMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE ORMIDWEST STOCK EXCHANGE.