DENDO GLOBAL CORP
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>9
<FILENAME>v06317_ex10-6.txt
<TEXT>




NEITHER THE ISSUANCE AND SALE OF THE SECURITIES  REPRESENTED BY THIS CERTIFICATE
NOR THE  SECURITIES  INTO  WHICH  THESE  SECURITIES  ARE  EXERCISABLE  HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISTRIBUTION
MAY BE EFFECTED WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR
AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION  IS NOT REQUIRED UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

                               DENDO GLOBAL CORP.

               FORM OF ADDITIONAL WARRANT TO PURCHASE COMMON STOCK

Warrant No.: _______
Number of Shares: ____________
Date of Issuance: August __, 2004 ("ISSUANCE DATE")

Dendo Global Corp., a Nevada corporation (the "COMPANY"), hereby certifies that,
for good and valuable  consideration,  the receipt and  sufficiency of which are
hereby acknowledged, [INSERT NAME OF BUYER], the registered holder hereof or its
permitted  assigns (the "HOLDER"),  is entitled,  subject to the terms set forth
below,  to purchase from the Company,  at the Exercise  Price (as defined below)
then in  effect,  upon  surrender  of this  Warrant  to  Purchase  Common  Stock
(including all Warrants to Purchase Common Stock issued in exchange, transfer or
replacement  hereof,  the "WARRANT"),  at any time or times on or after the date
hereof,  but not after 11:59 P.M.,  New York Time,  on the  Expiration  Date (as
defined below),  _________________  (____)1 fully paid  nonassessable  shares of
Common  Stock (as defined  below) (the  "WARRANT  SHARES").  Except as otherwise
defined  herein,  capitalized  terms in this Warrant shall have the meanings set
forth in Section 15.  This  Warrant is one of the  Warrants  to Purchase  Common
Stock  (the  "SPA  WARRANTS")  issued  pursuant  to  Section  1 of that  certain
Securities  Purchase  Agreement,  dated as of August __, 2004 (the "SUBSCRIPTION
DATE"),  among the Company and the investors (the "BUYERS")  referred to therein
(the "SECURITIES PURCHASE AGREEMENT").

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

1    Insert  number  set  forth  opposite  Holder's  name on  column  (6) of the
     Schedule  of Buyer's  in the  Securities  Purchase  Agreement  (subject  to
     appropriate   adjustments  for  stock  splits,   stock   dividends,   stock
     combinations and other similar transactions after the Subscription Date).

<PAGE>


1.    EXERCISE OF WARRANT.

            (a)  MECHANICS  OF  EXERCISE.  Subject  to the terms and  conditions
hereof (including, without limitation, the limitations set forth in this Section
1(a) and Section  1(f)),  this Warrant may be exercised by the Holder on any day
on or after the date hereof,  in whole or in part,  by (i) delivery of a written
notice, in the form attached hereto as EXHIBIT A (the "EXERCISE NOTICE"), of the
Holder's  election to exercise  this Warrant and (ii) (A) payment to the Company
of an amount equal to the applicable  Exercise Price multiplied by the number of
Warrant  Shares as to which this  Warrant  is being  exercised  (the  "AGGREGATE
EXERCISE  PRICE") in cash or by wire transfer of immediately  available funds or
(B) by notifying the Company that this Warrant is being exercised  pursuant to a
Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required
to  deliver  the  original  Warrant  in order to effect an  exercise  hereunder.
Execution  and delivery of the Exercise  Notice with respect to less than all of
the Warrant  Shares shall have the same effect as  cancellation  of the original
Warrant  and  issuance  of a new Warrant  evidencing  the right to purchase  the
remaining  number of  Warrant  Shares.  On or  before  the  first  Business  Day
following the date on which the Company has received each of the Exercise Notice
and the  Aggregate  Exercise  Price (or  notice  of a  Cashless  Exercise)  (the
"EXERCISE  DELIVERY  DOCUMENTS"),  the Company  shall  transmit by  facsimile an
acknowledgment of confirmation of receipt of the Exercise Delivery  Documents to
the Holder and the Company's transfer agent (the "TRANSFER AGENT"). On or before
the third  Business Day following the date on which the Company has received all
of the Exercise  Delivery  Documents (the "SHARE  DELIVERY  DATE"),  the Company
shall (X) provided that the Transfer  Agent is  participating  in The Depository
Trust Company  ("DTC") Fast  Automated  Securities  Transfer  Program,  upon the
request of the Holder, credit such aggregate number of shares of Common Stock to
which the Holder is entitled  pursuant to such  exercise to the  Holder's or its
designee's  balance  account  with DTC  through  its  Deposit  Withdrawal  Agent
Commission  system, or (Y) if the Transfer Agent is not participating in the DTC
Fast  Automated  Securities  Transfer  Program,  issue and dispatch by overnight
courier to the address as  specified  in the  Exercise  Notice,  a  certificate,
registered in the name of the Holder or its  designee,  for the number of shares
of Common Stock to which the Holder is entitled pursuant to such exercise.  Upon
delivery of the Exercise  Notice and  Aggregate  Exercise  Price  referred to in
clause  (ii)(A)  above or  notification  to the  Company of a Cashless  Exercise
referred  to in  Section  1(d),  the Holder  shall be deemed  for all  corporate
purposes to have become the holder of record of the Warrant  Shares with respect
to which this Warrant has been  exercised,  irrespective of the date of delivery
of the certificates evidencing such Warrant Shares. If this Warrant is submitted
in connection with any exercise  pursuant to this Section 1(a) and the number of
Warrant  Shares  represented  by this Warrant  submitted for exercise is greater
than the number of Warrant  Shares being  acquired  upon an  exercise,  then the
Company shall as soon as  practicable  and in no event later than three Business
Days  after  any  exercise  and at its  own  expense,  issue a new  Warrant  (in
accordance with Section 7(d))  representing  the right to purchase the number of
Warrant  Shares  purchasable  immediately  prior  to such  exercise  under  this
Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised.  No  fractional  shares  of Common  Stock  are to be issued  upon the
exercise of this Warrant,  but rather the number of shares of Common Stock to be
issued shall be rounded up to the nearest  whole  number.  The Company shall pay
any and all taxes, including without limitation, all documentary stamp, transfer
or similar taxes, or other  incidental  expense that may be payable with respect
to the issuance and delivery of Warrant  Shares upon  exercise of this  Warrant.
Notwithstanding  the  foregoing,  the Holder shall not be entitled to deliver an
Exercise  Notice with  respect to this  Warrant  unless and until the Holder has
exercised  its  Additional  Investment  Rights  (as  defined  in the  Securities
Purchase Agreement) pursuant to the Additional  Investment Rights Agreement,  of
even  date  herewith).  Such  Exercise  Notice  shall  not set forth a number of
Warrant  Shares  which,  when  aggregated  with the  number  of  Warrant  Shares
previously  issued upon  exercise of this  Warrant,  equals a percentage  of the
aggregate  number  of  Warrant  Shares  issuable  hereunder  which  exceeds  the
percentage of the  Additional  Investment  Rights (as defined in the  Securities
Purchase Agreement) of the Holder exercised by the Holder.


<PAGE>


            (b) EXERCISE PRICE.  For purposes of this Warrant,  "EXERCISE PRICE"
means $1.00, subject to adjustment as provided herein.

            (c)  COMPANY'S  FAILURE  TO TIMELY  DELIVER  SECURITIES.  Subject to
Section 1(f), if the Company shall fail for any reason or for no reason to issue
to the Holder within five Business Days of the Exercise Date, a certificate  for
the  number  of shares of Common  Stock to which the  Holder is  entitled  or to
credit the Holder's balance account with DTC for such number of shares of Common
Stock to which  the  Holder  is  entitled  upon the  Holder's  exercise  of this
Warrant,  the  Company  shall pay as damages in cash to such  Holder on each day
after such fifth  Business  Day that the  issuance of such  Common  Stock is not
timely  effected  an amount  equal to 1.0% of the  product of (A) the sum of the
number of shares of Common  Stock not issued to the Holder on a timely basis and
to which the Holder is  entitled  and (B) the  Closing  Sale Price of the Common
Stock on the trading day immediately  preceding the last possible date which the
Company  could have  issued such Common  Stock to the Holder  without  violating
Section  1(a).  In addition to any other  rights  available  to a Holder and the
foregoing  provisions,  if the Company fails to deliver or cause to be delivered
to the Holder a  certificate  representing  Warrant  Shares by the  Business Day
after  the  date on which  delivery  of such  certificate  is  required  by this
Warrant,  and if on or after such Business Day the Holder  purchases (in an open
market   transaction  or  otherwise)  shares  of  Common  Stock  to  deliver  in
satisfaction  of a sale by the  Holder of the  Warrant  Shares  that the  Holder
anticipated  receiving  from the Company (a "BUY-IN"),  then the Company  shall,
within  three  Business  Days after the  Holder's  request  and in the  Holder's
discretion, either (i) pay cash to the Holder in an amount equal to the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased,  at which point the  Company's  obligation to deliver
such certificate (and to issue such shares of Common Stock) shall terminate,  or
(ii) promptly  honor its  obligation  to deliver to the Holder a certificate  or
certificates  representing such shares of Common Stock (the "BUY-IN SHARES") and
pay cash to the  Holder in an amount  equal to the  product of (A) the number of
Buy-In  Shares,  times (B) the excess (if any) of the Closing  Sale Price on the
date of the Buy-In  over the  Closing  Sale Price on the date of delivery of the
Buy-In Shares.

            (d) CASHLESS EXERCISE.  Notwithstanding anything contained herein to
the contrary,  if the  Registration  Statement  (as defined in the  Registration
Rights  Agreement)  covering  the  Warrant  Shares  that are the  subject of the
Exercise  Notice (the  "UNAVAILABLE  WARRANT  SHARES") is not  available for the
resale  of  such  Unavailable  Warrant  Shares,  the  Holder  may,  in its  sole
discretion, exercise this Warrant in whole or in part and, in lieu of making the
cash payment otherwise contemplated to be made to the Company upon such exercise
in payment of the Aggregate  Exercise Price,  elect instead to receive upon such
exercise the "Net Number" of shares of Common Stock determined  according to the
following formula (a "CASHLESS EXERCISE"):


<PAGE>


         Net Number = (A X B) - (A X C)
                      -----------------
                              B

            For purposes of the foregoing formula:

                        A= the total number of shares with respect to which this
                        Warrant is then being exercised.

                        B= the  Closing  Sale  Price  of the  Common  Stock  (as
                        reported by Bloomberg) on the date immediately preceding
                        the date of the Exercise Notice.

                        C= the Exercise  Price then in effect for the applicable
                        Warrant Shares at the time of such exercise.

            (e) DISPUTES.  In the case of a dispute as to the  determination  of
the Exercise Price or the  arithmetic  calculation  of the Warrant  Shares,  the
Company shall promptly issue to the Holder the number of Warrant Shares that are
not disputed and resolve such dispute in accordance with Section 12.

            (f)  LIMITATIONS  ON  EXERCISES.  The  Company  shall not effect the
exercise of this  Warrant,  and no Person (as defined  below) who is a holder of
this Warrant shall have the right to exercise  this Warrant,  to the extent that
after giving effect to such exercise,  such Person  (together with such Person's
affiliates)  would  beneficially  own in  excess  of 9.99% of the  shares of the
Common Stock outstanding  immediately after giving effect to such exercise.  For
purposes of the foregoing  sentence,  the  aggregate  number of shares of Common
Stock  beneficially  owned by such Person and its  affiliates  shall include the
number of shares of Common  Stock  issuable  upon  exercise of this Warrant with
respect to which the  determination  of such  sentence is being made,  but shall
exclude  shares of Common Stock which would be issuable upon (i) exercise of the
remaining, unexercised portion of this Warrant beneficially owned by such Person
and its  affiliates  and (ii)  exercise  or  conversion  of the  unexercised  or
unconverted portion of any other securities of the Company beneficially owned by
such Person and its affiliates (including,  without limitation,  any convertible
notes or  convertible  preferred  stock or warrants)  subject to a limitation on
conversion or exercise analogous to the limitation  contained herein.  Except as
set forth in the preceding sentence, for purposes of this paragraph,  beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended.  For purposes of this Warrant,  in determining
the  number of  outstanding  shares of Common  Stock the  Holder may rely on the
number of  outstanding  shares of Common Stock as reflected in (1) the Company's
most  recent  Form  10-Q or  10-QSB,  as  applicable,  Form 10-K or  10-KSB,  as
applicable,  or other public filing with the Securities and Exchange Commission,
as the case may be, (2) a more recent public  announcement by the Company or (3)
any other notice by the Company or its Transfer  Agent  setting forth the number
of shares of Common  Stock  outstanding.  For any  reason at any time,  upon the
written or oral request of the Holder, the Company shall within one Business Day
confirm in  writing  to the  Holder  the  number of shares of Common  Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of
the Company,  including the SPA Securities  and the SPA Warrants,  by the Holder
and its affiliates since the date as of which such number of outstanding  shares
of Common Stock was reported.


<PAGE>


      2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise
Price and the number of Warrant  Shares  shall be adjusted  from time to time as
follows:

            (a) ADJUSTMENT  UPON ISSUANCE OF COMMON STOCK. If and whenever on or
after the Subscription  Date, the Company issues or sells, or in accordance with
this  Section 2 is deemed to have  issued or sold,  any  shares of Common  Stock
(including  the  issuance or sale of shares of Common  Stock owned or held by or
for the account of the Company but excluding Excluded  Securities (as defined in
the terms of the  Certificate of Designations  governing the Preferred  Shares))
for a consideration per share (the "NEW SECURITIES  ISSUANCE PRICE") less than a
price (the "APPLICABLE PRICE") equal to the Exercise Price in effect immediately
prior to such time (the  foregoing,  a "DILUTIVE  ISSUANCE"),  then  immediately
after such issue or sale,  the Exercise Price then in effect shall be reduced to
an amount equal to the New Securities  Issuance Price. Upon each such adjustment
of the Exercise Price hereunder,  the number of Warrant Shares shall be adjusted
to the number of shares of Common Stock  determined by multiplying  the Exercise
Price in effect  immediately  prior to such  adjustment by the number of Warrant
Shares  acquirable  upon  exercise  of this  Warrant  immediately  prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.  For purposes of determining the adjusted  Exercise Price under
this Section 2(a), the following shall be applicable:

                  (i) ISSUANCE OF OPTIONS.  If the Company in any manner  grants
or sells  any  Options  and the  lowest  price  per share for which one share of
Common  Stock  is  issuable  upon  the  exercise  of any  such  Option  or  upon
conversion,  exercise or exchange of any  Convertible  Securities  issuable upon
exercise of any such Option is less than the Applicable  Price,  then such share
of Common  Stock shall be deemed to be  outstanding  and to have been issued and
sold by the Company at the time of the  granting or sale of such Option for such
price per share.  For purposes of this Section  2(a)(i),  the "lowest  price per
share for which one share of Common  Stock is  issuable  upon  exercise  of such
Options or upon conversion, exercise or exchange of such Convertible Securities"
shall  be equal  to the sum of the  lowest  amounts  of  consideration  (if any)
received or  receivable  by the Company  with respect to any one share of Common
Stock upon the granting or sale of the Option,  upon  exercise of the Option and
upon conversion,  exercise or exchange of any Convertible Security issuable upon
exercise of such Option.  No further  adjustment of the Exercise Price or number
of Warrant Shares shall be made upon the actual issuance of such Common Stock or
of such  Convertible  Securities  upon the  exercise of such Options or upon the
actual  issuance of such Common Stock upon  conversion,  exercise or exchange of
such Convertible Securities.


<PAGE>


                  (ii) ISSUANCE OF CONVERTIBLE SECURITIES. If the Company in any
manner issues or sells any Convertible Securities and the lowest price per share
for which one share of Common Stock is issuable upon the conversion, exercise or
exchange  thereof is less than the Applicable  Price,  then such share of Common
Stock shall be deemed to be outstanding  and to have been issued and sold by the
Company at the time of the issuance or sale of such  Convertible  Securities for
such price per share.  For the  purposes of this Section  2(a)(ii),  the "lowest
price  per share for  which  one  share of  Common  Stock is  issuable  upon the
conversion,  exercise  or  exchange"  shall be  equal  to the sum of the  lowest
amounts of  consideration  (if any)  received or  receivable by the Company with
respect  to one  share  of  Common  Stock  upon  the  issuance  or  sale  of the
Convertible  Security  and upon the  conversion,  exercise  or  exchange of such
Convertible  Security.  No further adjustment of the Exercise Price or number of
Warrant Shares shall be made upon the actual  issuance of such Common Stock upon
conversion, exercise or exchange of such Convertible Securities, and if any such
issue  or sale of such  Convertible  Securities  is made  upon  exercise  of any
Options for which  adjustment of this Warrant has been or is to be made pursuant
to other provisions of this Section 2(a), no further  adjustment of the Exercise
Price or number of Warrant Shares shall be made by reason of such issue or sale.

                  (iii)  CHANGE IN OPTION  PRICE OR RATE OF  CONVERSION.  If the
purchase price provided for in any Options,  the  additional  consideration,  if
any, payable upon the issue, conversion, exercise or exchange of any Convertible
Securities, or the rate at which any Convertible Securities are convertible into
or exercisable or  exchangeable  for Common Stock  increases or decreases at any
time,  the Exercise Price and the number of Warrant Shares in effect at the time
of such  increase or decrease  shall be adjusted to the  Exercise  Price and the
number of Warrant  Shares  which would have been in effect at such time had such
Options or  Convertible  Securities  provided  for such  increased  or decreased
purchase price,  additional  consideration or increased or decreased  conversion
rate, as the case may be, at the time  initially  granted,  issued or sold.  For
purposes of this Section  2(a)(iii),  if the terms of any Option or  Convertible
Security  that was  outstanding  as of the date of issuance of this  Warrant are
increased  or decreased in the manner  described  in the  immediately  preceding
sentence,  then such Option or Convertible  Security and the Common Stock deemed
issuable upon exercise,  conversion or exchange  thereof shall be deemed to have
been issued as of the date of such increase or decrease.  No adjustment pursuant
to this  Section  2(a)  shall  be made if such  adjustment  would  result  in an
increase  of the  Exercise  Price then in effect or a decrease  in the number of
Warrant Shares.


<PAGE>


                  (iv) CALCULATION OF CONSIDERATION RECEIVED. In case any Option
is  issued  in  connection  with the  issue or sale of other  securities  of the
Company,  together  comprising one  integrated  transaction in which no specific
consideration is allocated to such Options by the parties  thereto,  the Options
will be deemed to have been issued for a  consideration  of $0.01. If any shares
of Common Stock, Options or Convertible  Securities are issued or sold or deemed
to have been issued or sold for cash, the  consideration  received therefor will
be deemed to be the net amount received by the Company  therefor.  If any shares
of Common  Stock,  Options or  Convertible  Securities  are issued or sold for a
consideration other than cash, the amount of such consideration  received by the
Company  will  be the  fair  value  of such  consideration,  except  where  such
consideration consists of securities,  in which case the amount of consideration
received by the Company will be the Closing  Sale Price of such  security on the
date  of  receipt.  If any  shares  of  Common  Stock,  Options  or  Convertible
Securities  are issued to the owners of the  non-surviving  entity in connection
with any merger in which the  Company  is the  surviving  entity,  the amount of
consideration  therefor  will be deemed to be the fair value of such  portion of
the net assets and business of the  non-surviving  entity as is  attributable to
such shares of Common Stock, Options or Convertible Securities,  as the case may
be. The fair value of any  consideration  other than cash or securities  will be
determined  in good faith  jointly by the Company and the Required  Holders.  If
such holders and the Company are unable to reach agreement within ten days after
the occurrence of an event requiring valuation (the "VALUATION EVENT"), the fair
value of such  consideration  will be determined  within  fifteen  Business Days
after the tenth day following the Valuation Event by an  independent,  reputable
appraiser  jointly  selected  by the  Company  and  the  Required  Holders.  The
determination  of such  appraiser  shall be final and  binding  upon all parties
absent manifest error and the fees and expenses of such appraiser shall be borne
by the Company.

                  (v) RECORD DATE.  If the Company takes a record of the holders
of Common Stock for the purpose of  entitling  them (A) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (B) to  subscribe  for or  purchase  Common  Stock,  Options  or  Convertible
Securities,  then such record date will be deemed to be the date of the issue or
sale of the shares of Common  Stock  deemed to have been issued or sold upon the
declaration  of such  dividend or the making of such other  distribution  or the
date of the granting of such right of subscription or purchase,  as the case may
be.

            (b) ADJUSTMENT  UPON  SUBDIVISION OR COMBINATION OF COMMON STOCK. If
the Company at any time on or after the  Subscription  Date  subdivides  (by any
stock split, stock dividend,  recapitalization or otherwise) one or more classes
of its outstanding  shares of Common Stock into a greater number of shares,  the
Exercise  Price  in  effect  immediately  prior  to  such  subdivision  will  be
proportionately reduced and the number of Warrant Shares will be proportionately
increased. If the Company at any time on or after the Subscription Date combines
(by  combination,  reverse stock split or otherwise)  one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect  immediately  prior to such combination will be  proportionately
increased and the number of Warrant  Shares will be  proportionately  decreased.
Any  adjustment  under this Section 2(b) shall become  effective at the close of
business on the date the subdivision or combination becomes effective.

            (c) OTHER EVENTS.  If any event occurs of the type  contemplated  by
the  provisions  of  this  Section  2 but  not  expressly  provided  for by such
provisions  (including,  without limitation,  the granting of stock appreciation
rights,  phantom  stock rights or other rights with equity  features),  then the
Company's Board of Directors will make an appropriate adjustment in the Exercise
Price  and the  number of  Warrant  Shares so as to  protect  the  rights of the
Holder;  provided  that no such  adjustment  pursuant to this  Section 2(c) will
increase  the  Exercise  Price or  decrease  the  number  of  Warrant  Shares as
otherwise determined pursuant to this Section 2.


<PAGE>


      3. RIGHTS UPON  DISTRIBUTION  OF ASSETS.  If the Company  shall declare or
make any dividend or other  distribution of its assets (or rights to acquire its
assets)  to holders of Common  Stock,  by way of return of capital or  otherwise
(including,  without  limitation,  any  distribution  of  cash,  stock  or other
securities,   property   or   options   by  way  of  a   dividend,   spin   off,
reclassification,  corporate  rearrangement,  scheme  of  arrangement  or  other
similar transaction) (a "DISTRIBUTION"),  at any time after the issuance of this
Warrant, then, in each such case:

            (a) any Exercise Price in effect  immediately  prior to the close of
business  on the record  date fixed for the  determination  of holders of Common
Stock entitled to receive the Distribution shall be reduced, effective as of the
close of business on such record date, to a price determined by multiplying such
Exercise  Price by a fraction  of which (i) the  numerator  shall be the Closing
Sale Price of the Common  Stock on the trading day  immediately  preceding  such
record date minus the value of the  Distribution (as determined in good faith by
the Company's Board of Directors)  applicable to one share of Common Stock,  and
(ii) the denominator  shall be the Closing Sale Price of the Common Stock on the
trading day immediately preceding such record date; and

            (b) the number of Warrant  Shares  shall be increased to a number of
shares  equal to the  number of shares of Common  Stock  obtainable  immediately
prior to the close of business on the record date fixed for the determination of
holders of Common Stock entitled to receive the  Distribution  multiplied by the
reciprocal of the fraction set forth in the immediately preceding paragraph (a);
provided  that in the event that the  Distribution  is of common  stock  ("OTHER
COMMON  STOCK")  of a  company  whose  common  stock  is  traded  on a  national
securities  exchange or a national automated  quotation system,  then the Holder
may elect to  receive a warrant to  purchase  Other  Common  Stock in lieu of an
increase in the number of Warrant Shares,  the terms of which shall be identical
to those of this Warrant, except that such warrant shall be exercisable into the
number of shares of Other  Common  Stock  that  would  have been  payable to the
Holder  pursuant  to the  Distribution  had the Holder  exercised  this  Warrant
immediately prior to such record date and with an aggregate exercise price equal
to the  product of the amount by which the  exercise  price of this  Warrant was
decreased  with  respect  to  the  Distribution  pursuant  to the  terms  of the
immediately  preceding paragraph (a) and the number of Warrant Shares calculated
in accordance with the first part of this paragraph (b).

      4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTION.

            (a)  PURCHASE  RIGHTS.  In addition to any  adjustments  pursuant to
Section 2 above, if at any time the Company grants, issues or sells any Options,
Convertible  Securities  or rights to purchase  stock,  warrants,  securities or
other  property pro rata to the record holders of any class of Common Stock (the
"PURCHASE RIGHTS"),  then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase  Rights,  the aggregate  Purchase  Rights which such
holder  could  have  acquired  if such  holder  had held the number of shares of
Common Stock  acquirable upon complete  exercise of this Warrant (without regard
to any limitations on the exercise of this Warrant)  immediately before the date
on which a record  is taken for the  grant,  issuance  or sale of such  Purchase
Rights,  or, if no such record is taken, the date as of which the record holders
of  Common  Stock  are to be  determined  for the  grant,  issue or sale of such
Purchase Rights.


<PAGE>


            (b) FUNDAMENTAL TRANSACTIONS. The Company shall not enter into or be
party to a Fundamental  Transaction  unless (i) the Successor  Entity assumes in
writing all of the  obligations  of the Company under this Warrant and the other
Transaction  Documents in  accordance  with the  provisions of this Section 4(b)
pursuant  to  written  agreements  in form  and  substance  satisfactory  to the
Required  Holders and approved by the Required Holders prior to such Fundamental
Transaction  and (ii) the Successor  Entity  (including  its Parent Entity) is a
publicly  traded  corporation  whose  common  stock is quoted  on or listed  for
trading on an Eligible Market. Upon consummation of the Fundamental Transaction,
the  Successor  Entity  shall  deliver to the holder of this Warrant in exchange
therefor,  a  warrant  substantially  identical  in form and  substance  to this
Warrant,  except that that there shall be issuable upon exercise of such warrant
at any time after the  consummation of the Fundamental  Transaction but prior to
the  Expiration  Date, in lieu of the shares of the  Company's  Common Stock (or
other securities,  cash, assets or other property) purchasable upon the exercise
of the  Warrant  prior to such  Fundamental  Transaction,  such shares of stock,
securities, cash, assets or any other property whatsoever (including warrants or
other purchase or subscription rights) which the Holder would have been entitled
to receive upon the happening of such  Fundamental  Transaction  had the Warrant
been exercised immediately prior to such Fundamental Transaction, as adjusted in
accordance with the provisions of this Warrant. Provisions made pursuant to this
Section shall be in a form and substance  satisfactory to the Required  Holders.
The  provisions of this Section shall apply  similarly and equally to successive
Fundamental  Transactions and shall be applied without regard to any limitations
on the exercise of this Warrant.

      5.  NONCIRCUMVENTION.  The Company  hereby  covenants  and agrees that the
Company will not, by amendment of its Articles of  Incorporation  or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities,  or any other voluntary  action,  avoid or seek to avoid the
observance or performance  of any of the terms of this Warrant,  and will at all
times in good faith carry out all the  provisions  of this  Warrant and take all
action as may be required to protect the rights of the Holder.  Without limiting
the generality of the foregoing, the Company (i) will not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant above
the  Exercise  Price then in effect,  (ii) will take all such  actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of Common  Stock upon the exercise of this
Warrant,  and (iii) will,  so long as any of the SPA Warrants  are  outstanding,
take all action  necessary to reserve and keep  available out of its  authorized
and unissued  Common Stock,  solely for the purpose of effecting the exercise of
the SPA  Warrants,  130% of the  number of shares of Common  Stock as shall from
time to time be  necessary  to effect  the  exercise  of the SPA  Warrants  then
outstanding (without regard to any limitations on exercise).


<PAGE>


      6.  WARRANT  HOLDER  NOT  DEEMED  A   STOCKHOLDER.   Except  as  otherwise
specifically  provided herein, the Holder, solely in such Person's capacity as a
holder, of this Warrant shall not be entitled to vote or receive dividends or be
deemed the holder of shares of the Company for any purpose,  nor shall  anything
contained in this Warrant be construed to confer upon the Holder, solely in such
Person's  capacity  as a  holder  of  this  Warrant,  any  of  the  rights  of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization,  issue of stock,  reclassification
of stock,  consolidation,  merger,  conveyance or otherwise),  receive notice of
meetings,  receive dividends or subscription rights, or otherwise,  prior to the
issuance to the Holder of the Warrant  Shares which such Person is then entitled
to receive upon the due exercise of this Warrant. In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on such Holder to
purchase any  securities  (upon  exercise of this Warrant or  otherwise) or as a
stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 6, the Company will
provide the Holder with copies of the same notices and other  information  given
to the stockholders of the Company generally,  contemporaneously with the giving
thereof to the stockholders.

      7. REISSUANCE OF WARRANTS.

            (a) TRANSFER OF WARRANT.  The Holder may  transfer  this Warrant and
the rights hereunder only in accordance with applicable securities laws. If this
Warrant is to be  transferred,  the Holder shall  surrender  this Warrant to the
Company,  whereupon the Company will forthwith  issue and deliver upon the order
of the Holder a new Warrant (in accordance with Section 7(d)), registered as the
Holder may  request,  representing  the right to purchase  the number of Warrant
Shares  being  transferred  by the Holder and, if less then the total  number of
Warrant Shares then underlying this Warrant is being transferred,  a new Warrant
(in  accordance  with  Section  7(d)) to the  Holder  representing  the right to
purchase the number of Warrant Shares not being transferred.

            (b) LOST, STOLEN OR MUTILATED  WARRANT.  Upon receipt by the Company
of  evidence  reasonably  satisfactory  to  the  Company  of  the  loss,  theft,
destruction  or mutilation of this Warrant,  and, in the case of loss,  theft or
destruction,  of any indemnification undertaking by the Holder to the Company in
customary  form, in the case of mutilation,  upon surrender and  cancellation of
this Warrant,  the Company shall execute and deliver to the Holder a new Warrant
(in accordance with Section 7(d)) representing the right to purchase the Warrant
Shares then underlying this Warrant.

            (c) WARRANT  EXCHANGEABLE  FOR  MULTIPLE  WARRANTS.  This Warrant is
exchangeable, upon the surrender hereof by the Holder at the principal office of
the Company,  for a new Warrant or Warrants (in  accordance  with Section  7(d))
representing in the aggregate the right to purchase the number of Warrant Shares
then underlying this Warrant, and each such new Warrant will represent the right
to purchase  such portion of such Warrant  Shares as is designated by the Holder
at the  time  of  such  surrender;  provided,  however,  that  no  Warrants  for
fractional shares of Common Stock shall be given.

            (d)  ISSUANCE OF NEW  WARRANTS.  Whenever the Company is required to
issue a new Warrant pursuant to the terms of this Warrant,  such new Warrant (i)
shall be of like tenor with this Warrant, (ii) shall represent,  as indicated on
the face of such new  Warrant,  the right to purchase  the  Warrant  Shares then
underlying  this Warrant (or in the case of a new Warrant being issued  pursuant
to Section 7(a) or Section  7(c),  the Warrant  Shares  designated by the Holder
which,  when added to the number of shares of Common Stock  underlying the other
new Warrants issued in connection with such issuance, does not exceed the number
of Warrant Shares then  underlying  this Warrant),  (iii) shall have an issuance
date,  as  indicated  on the face of such new  Warrant  which is the same as the
Issuance  Date,  and (iv) shall  have the same  rights  and  conditions  as this
Warrant.


<PAGE>


      8.  NOTICES.  Whenever  notice is required to be given under this Warrant,
unless otherwise provided herein,  such notice shall be given in accordance with
Section 9(f) of the Securities Purchase Agreement. The Company shall provide the
Holder with prompt written notice of all actions taken pursuant to this Warrant,
including  in  reasonable  detail a  description  of such  action and the reason
therefore.  Without  limiting the generality of the foregoing,  the Company will
give  written  notice to the  Holder (i)  promptly  upon any  adjustment  of the
Exercise  Price or number  of  Warrant  Shares  or number or kind of  securities
purchasable upon exercise of this Warrant,  setting forth in reasonable  detail,
and certifying,  the facts requiring such adjustment and the calculation of such
adjustment and (ii) at least fifteen days prior to the date on which the Company
closes  its  books  or  takes a  record  (A) with  respect  to any  dividend  or
distribution  upon the Common Stock,  (B) with respect to any grants,  issues or
sales of any  Options,  Convertible  Securities  or  rights to  purchase  stock,
warrants,  securities  or other  property to holders of Common  Stock or (C) for
determining  rights  to  vote  with  respect  to  any  Fundamental  Transaction,
dissolution or liquidation, provided in each case that such information shall be
made known to the  public  prior to or in  conjunction  with such  notice  being
provided to the Holder.

      9.  AMENDMENT  AND  WAIVER.  Except  as  otherwise  provided  herein,  the
provisions  of this  Warrant  may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it,  only if the  Company  has  obtained  the  written  consent of the  Required
Holders; provided that no such action may increase the exercise price of any SPA
Warrant  or  decrease  the  number of shares or class of stock  obtainable  upon
exercise of any SPA Warrant without the written  consent of the Holder.  No such
amendment  shall be  effective to the extent that it applies to less than all of
the holders of the SPA Warrants then outstanding.

      10.  GOVERNING  LAW.  This  Warrant  shall be  construed  and  enforced in
accordance  with,  and all  questions  concerning  the  construction,  validity,
interpretation  and  performance  of this  Warrant  shall be  governed  by,  the
internal laws of the State of New York,  without  giving effect to any choice of
law or conflict of law  provision  or rule  (whether of the State of New York or
any other  jurisdictions)  that would cause the  application  of the laws of any
jurisdictions other than the State of New York.

      11.  CONSTRUCTION;  HEADINGS.  This Warrant  shall be deemed to be jointly
drafted by the Company and all the Buyers and shall not be construed against any
person as the drafter  hereof.  The headings of this Warrant are for convenience
of reference and shall not form part of, or affect the  interpretation  of, this
Warrant.

      12. DISPUTE RESOLUTION.  (a) In the case of a dispute as to the arithmetic
calculation of the Exercise  Price or the arithmetic  calculation of the Warrant
Shares,  the Company  shall  submit the  disputed  arithmetic  calculations  via
facsimile within two Business Days of receipt of the Exercise Notice giving rise
to such dispute,  as the case may be, to the Holder.  The Holder and the Company
shall determine the correct arithmetic calculation within three Business days of
such disputed  arithmetic  calculation  being transmitted to such holder. If the
Holder and the Company are unable to agree upon correct  arithmetic  calculation
of the Exercise Price or the Warrant  Shares within such time,  then the Company
shall, within two Business Days submit via facsimile the disputed calculation to
an independent, reputable nationally recognized accounting firm selected jointly
by the Company and the Holder.  The Company shall cause the  accounting  firm to
perform the  calculation and notify the Company and the Holder of the results no
later  than  ten   Business   Days  from  the  time  it  receives  the  disputed
determinations or calculations.  Such accounting firm's  determination  shall be
binding upon all parties absent manifest error.


<PAGE>


            (b) In the case of a dispute as to the  determination of fair market
value of a security to determine  the Exercise  Price,  the Company shall submit
the disputed  determination via facsimile within two Business Days of receipt of
the  Exercise  Notice  giving rise to such  dispute,  as the case may be, to the
Holder.   If  the  Holder  and  the  Company  are  unable  to  agree  upon  such
determination  or calculation of the Exercise Price or the Warrant Shares within
three  Business  Days of such  disputed  determination  being  submitted  to the
Holder,  then the Company  shall,  within two Business Days submit via facsimile
the disputed  determination  of the Exercise Price to an independent,  reputable
investment  bank  selected  jointly by the Company  and the Holder.  The Company
shall  cause  the  investment  bank or the  accountant,  as the case may be,  to
perform the  determinations and notify the Company and the Holder of the results
no  later  than  ten  Business  Days  from the  time it  receives  the  disputed
determinations or calculations.  Such investment bank's  determination  shall be
binding upon all parties absent demonstrable error.

            (c) The fees and expenses associated with the determinations made by
such investment bank or accountant shall be paid by the Company.

      13.  REMEDIES,  OTHER  OBLIGATIONS,  BREACHES AND INJUNCTIVE  RELIEF.  The
remedies  provided in this Warrant  shall be  cumulative  and in addition to all
other remedies  available under this Warrant or any other  Transaction  Document
(as  defined  in  the  Securities  Purchase  Agreement),  at  law  or in  equity
(including a decree of specific performance and/or other injunctive relief), and
nothing  herein  shall  limit the right of the holder of this  Warrant  right to
pursue actual damages for any failure by the Company to comply with the terms of
this Warrant.  The Company  acknowledges  that a breach by it of its obligations
hereunder will cause  irreparable  harm to the Holder and that the remedy at law
for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened  breach, the holder of this Warrant shall
be  entitled,  in addition to all other  available  remedies,  to an  injunction
restraining  any breach,  without the  necessity  of showing  economic  loss and
without any bond or other security being required.

      14. TRANSFER.  This Warrant may be offered for sale, sold,  transferred or
assigned  without the consent of the Company,  subject to applicable  securities
laws.

      15. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms
shall have the following meanings:

            (a) "BLOOMBERG" means Bloomberg Financial Markets.

            (b)  "BUSINESS  DAY"  means any day other than  Saturday,  Sunday or
other day on which  commercial  banks in The City of New York are  authorized or
required by law to remain closed.


<PAGE>


            (c)  "CLOSING  BID PRICE" and "CLOSING  SALE PRICE"  means,  for any
security  as of any date,  the last  closing  bid price and last  closing  trade
price,  respectively,  for such security on the Principal Market, as reported by
Bloomberg,  or, if the Principal  Market begins to operate on an extended  hours
basis and does not  designate  the closing bid price or the closing trade price,
as the case may be, then the last bid price or last trade  price,  respectively,
of such security prior to 4:00:00 p.m., New York Time, as reported by Bloomberg,
or, if the Principal Market is not the principal  securities exchange or trading
market  for such  security,  the last  closing  bid price or last  trade  price,
respectively,  of such security on the principal  securities exchange or trading
market where such security is listed or traded as reported by  Bloomberg,  or if
the  foregoing  do not apply,  the last  closing bid price or last trade  price,
respectively,  of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid
price or last trade  price,  respectively,  is  reported  for such  security  by
Bloomberg,  the average of the bid prices, or the ask prices,  respectively,  of
any market  makers for such  security as  reported in the "pink  sheets" by Pink
Sheets LLC (formerly the National  Quotation  Bureau,  Inc.). If the Closing Bid
Price or the  Closing  Sale  Price  cannot be  calculated  for a  security  on a
particular  date on any of the  foregoing  bases,  the  Closing Bid Price or the
Closing Sale Price,  as the case may be, of such  security on such date shall be
the fair market value as mutually  determined by the Company and the Holder.  If
the  Company  and the Holder are unable to agree upon the fair  market  value of
such security,  then such dispute shall be resolved  pursuant to Section 12. All
such determinations to be appropriately  adjusted for any stock dividend,  stock
split,  stock  combination  or other similar  transaction  during the applicable
calculation period.

            (d) "COMMON STOCK" means (i) the Company's  common stock,  par value
$.001 per share,  and (ii) any capital  stock into which such Common Stock shall
have been changed or any capital stock resulting from a reclassification of such
Common Stock.

            (e) "CONVERTIBLE  SECURITIES"  means any stock or securities  (other
than  Options)  directly  or  indirectly  convertible  into  or  exercisable  or
exchangeable for Common Stock.

            (f) "ELIGIBLE MARKET" means the Principal Market, The New York Stock
Exchange, Inc., the Nasdaq National Market or The Nasdaq SmallCap Market.

            (g) "EXPIRATION  DATE" means the date sixty months after the Closing
Date (as defined in the Securities Purchase Agreement) or, if such date falls on
a day other than a Business  Day or on which  trading does not take place on the
Principal Market (a "HOLIDAY"), the next date that is not a Holiday.

            (h) "FUNDAMENTAL TRANSACTION" means that the Company shall, directly
or indirectly,  in one or more related  transactions,  (i)  consolidate or merge
with or into (whether or not the Company is the surviving  corporation)  another
Person, or (ii) sell,  assign,  transfer,  convey or otherwise dispose of all or
substantially  all of the properties or assets of the Company to another Person,
or (iii) allow another Person to make a purchase,  tender or exchange offer that
is  accepted by the  holders of more than the 50% of the  outstanding  shares of
Common  Stock (not  including  any shares of Common  Stock held by the Person or
Persons making or party to, or associated or affiliated  with the Persons making
or party to, such  purchase,  tender or exchange  offer),  or (iv)  consummate a
stock  purchase  agreement or other  business  combination  (including,  without
limitation,   a   reorganization,   recapitalization,   spin-off  or  scheme  of
arrangement)  with another Person  whereby such other Person  acquires more than
the 50% of the  outstanding  shares of Common Stock (not including any shares of
Common  Stock held by the other Person or other  Persons  making or party to, or
associated or affiliated  with the other Persons  making or party to, such stock
purchase   agreement  or  other  business   combination),   or  (v)  reorganize,
recapitalize or reclassify its Common Stock.


<PAGE>


            (i) "OPTIONS" means any rights, warrants or options to subscribe for
or purchase Common Stock or Convertible Securities.

            (j) "PARENT  ENTITY" of a Person means an entity  that,  directly or
indirectly,  controls the applicable Person and whose common stock or equivalent
equity security is quoted or listed on an Eligible Market,  or, if there is more
than one such  Person or Parent  Entity,  the Person or Parent  Entity  with the
largest  public  market  capitalization  as of the date of  consummation  of the
Fundamental Transaction.

            (k) "PERSON" means an individual,  a limited  liability  company,  a
partnership,  a  joint  venture,  a  corporation,  a  trust,  an  unincorporated
organization,  any other entity and a  government  or any  department  or agency
thereof.

            (l)  "PRINCIPAL  MARKET" means the  principal  exchange or market on
which the Common Stock is listed and trades, which initially is the OTC Bulletin
Board.

            (m) "REGISTRATION  RIGHTS AGREEMENT" means that certain registration
rights agreement by and among the Company and the Buyers.

            (n)  "REQUIRED  HOLDERS"  means  the  holders  of the  SPA  Warrants
representing  at least a majority of the shares of Common Stock  underlying  the
SPA Warrants then outstanding.

            (o) "SPA  SECURITIES"  means the Preferred  Shares,  the  Additional
Investment  Rights and the Warrants issued  pursuant to the Securities  Purchase
Agreement and the Additional  Investment  Right Shares issuable upon exercise of
the Additional Investment Rights.

            (p) "SUCCESSOR  ENTITY" means the Person,  which may be the Company,
formed by, resulting from or surviving any Fundamental Transaction or the Person
with which such Fundamental  Transaction shall have been made,  provided that if
such Person is not a publicly  traded  entity whose  common stock or  equivalent
equity security is quoted or listed for trading on an Eligible Market, Successor
Entity shall mean such Person's Parent Entity.


                            [SIGNATURE PAGE FOLLOWS]


<PAGE>


      IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common
Stock to be duly executed as of the Issuance Date set out above.


                                      DENDO GLOBAL CORP.


                                      By:
                                          --------------------------------------
                                          Name:  James E. Solomon
                                          Title: President and CEO

<PAGE>


                                                                       EXHIBIT A


                                 EXERCISE NOTICE
            TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
                        WARRANT TO PURCHASE COMMON STOCK
                               DENDO GLOBAL CORP.

      The   undersigned   holder   hereby   exercises   the  right  to  purchase
_________________  of the shares of Common  Stock  ("WARRANT  SHARES")  of Dendo
Global  Corp.,  a  Nevada  corporation  (to  be  renamed  TechAlt,   Inc.)  (the
"Company"),  evidenced  by the  attached  Warrant to Purchase  Common Stock (the
"WARRANT").  Capitalized  terms used herein and not otherwise defined shall have
the respective meanings set forth in the Warrant.

      1. Form of Exercise Price. The Holder intends that payment of the Exercise
Price shall be made as:

            ____________  a "CASH  EXERCISE"  with respect to  _________________
Warrant Shares; and/or

            ____________ a "CASHLESS  EXERCISE" with respect to  _______________
Warrant Shares.

      2. Payment of Exercise  Price.  In the event that the holder has elected a
Cash  Exercise  with  respect to some or all of the Warrant  Shares to be issued
pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of
$___________________ to the Company in accordance with the terms of the Warrant.

      3. Accredited Investor.  The Holder is an "accredited investor" as defined
in Rule 501(c) under the Securities Act of 1933, as amended.

      4.  Delivery of Warrant  Shares.  The Company  shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.


Date: _______________ __, ______


Name of Registered Holder

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


<PAGE>


                                 ACKNOWLEDGMENT

      The Company hereby  acknowledges  this Exercise  Notice and hereby directs
OTC Stock Transfer Inc. to issue the above indicated  number of shares of Common
Stock in accordance with the Transfer Agent  Instructions  dated August __, 2004
from the Company and acknowledged and agreed to by OTC Stock Transfer Inc..



                                      DENDO GLOBAL CORP.

                                      By:
                                         ---------------------------------------
                                         Name:  James E. Solomon
                                         Title:    President and CEO


</TEXT>
</DOCUMENT>
