DENDO GLOBAL CORP
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>8
<FILENAME>v06317_ex10-5.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 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  (4) of the
      Schedule of Buyers in the Securities Purchase Agreement.


<PAGE>


1.    EXERCISE OF WARRANT.

      (a)  MECHANICS OF  EXERCISE.  Subject to the terms and  conditions  hereof
(including, without limitation, the limitations set forth in 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.  Such Exercise Notice shall not
set unless and until the Holder has exercised their Additional Investment Rights
(as defined in the  Securities  Purchase  Agreement)  pursuant to the Additional
Investment Rights Agreement, of even date herewith.


<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 , as amended 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).

      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.


<PAGE>


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>
