Warrant Certificate

Warrant Certificate


WARRANT CERTIFICATE

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM
REGISTRATION REQUIREMENTS UNDER SAID LAWS, AND NEITHER SUCH SECURITIES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.

     THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.

     GENERAL DEVICES, INC.

     WARRANT FOR THE PURCHASE OF UP TO ________ SHARES OF COMMON STOCK, PAR
     VALUE $0.0001 PER SHARE

NO. W-1  ____________SHARES

THIS CERTIFIES that, for value received, _________________with an address at
_______________________________ (including any transferee, the "Holder"), is
entitled to subscribe for and purchase from General Devices, Inc., a Delaware
corporation (the "Company"), upon the terms and conditions set forth herein, at
any time or from time to time before ____________ at 5:00 P.M. New York time
(the "Exercise Period"), up to ______________ (__________) shares of the Common
Stock at an exercise price per share equal to $0.__, subject to adjustment
pursuant to the terms hereof (the "Exercise Price"). As used herein, the term
"this Warrant" shall mean and include this Warrant and any Warrant or Warrants
hereafter issued as a consequence of the exercise or transfer of this Warrant in
whole or in part.

The number of shares of Common Stock issuable upon exercise of this Warrant (the
"Warrant Shares") and the Exercise Price may be adjusted from time to time as
hereinafter set forth.

1. This Warrant may be exercised during the Exercise Period as to all or a
lesser number of whole Warrant Shares by the surrender of this Warrant (with the
Exercise Form attached hereto duly executed) to the Company at its office at 153
Greenwood Avenue, Suite 11-13, Bethel, Connecticut 06801, Attention: Secretary,
or at such other




place as is designated in writing by the Company, together with a certified or
bank cashier's check payable to the order of the Company in an amount equal to
the Exercise Price multiplied by the number of Warrant Shares for which this
Warrant is being exercised.

2. Upon each exercise of the Holder's rights to purchase Warrant Shares, and
payment to the Company of the Exercise Price, the Holder shall be deemed to be
the holder of record of the Warrant Shares issuable upon such exercise,
notwithstanding that the transfer books of the Company shall then be closed or
certificates representing such Warrant Shares shall not then have been actually
delivered to the Holder. As soon as practicable after each such exercise of this
Warrant, the Company shall issue and deliver to the Holder a certificate or
certificates for the Warrant Shares issuable upon such exercise, registered in
the name of the Holder or its designee. If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the right of the Holder to purchase
the balance of the Warrant Shares (or portions thereof) subject to purchase
hereunder.

3. (a) Any Warrants issued upon the transfer or exercise in part of this Warrant
shall be numbered and shall be registered in a Warrant Register as they are
issued. The Company shall be entitled to treat the registered holder of any
Warrant on the Warrant Register as the owner in fact thereof for all purposes
and shall not be bound to recognize any equitable or other claim to or interest
in such Warrant on the part of any other person, and shall not be liable for any
registration or transfer of Warrants which are registered or to be registered in
the name of a fiduciary or the nominee of a fiduciary unless made with the
actual knowledge that a fiduciary or nominee is committing a breach of trust in
requesting such registration or transfer, or with the knowledge of such facts
that its participation therein amounts to bad faith. This Warrant shall be
transferable only on the books of the Company upon delivery thereof duly
endorsed by the Holder or by his duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment, or authority to
transfer. In all cases of transfer by an attorney, executor, administrator,
guardian, or other legal representative, duly authority shall be produced. Upon
any registration of transfer, the Company shall deliver a new Warrant or
Warrants to the person entitled thereto. This Warrant may be exchanged, at the
option of the Holder thereof, for another Warrant, or other Warrants of
different denominations, of like tenor and representing in the aggregate the
right to purchase a like number of Warrant Shares (or portions thereof), upon
surrender to the Company or its duly authorized agent. Notwithstanding the
foregoing, the Company may require prior to registering any transfer of a
Warrant an opinion of counsel reasonably satisfactory to the Company that such
transfer complies with the provisions of the Securities Act of 1933, as amended
(the "Act"), and the rules and regulations thereunder and any applicable state
laws.

(b) The Holder acknowledges that he has been advised by the Company that neither
this Warrant nor the Warrant Shares have been registered under the Act, that
this Warrant is being or has been issued and the Warrant Shares may be issued on
the basis of the statutory exemption provided by Section 4(2) of the Act or Rule
506 of Regulation D promulgated thereunder, or both, relating to transactions by
an issuer not involving any public offering, and that the Company's reliance
thereon is based in part upon the representations made by the original Holder in
writing to the Company on or prior to the issuance of this Warrant. The Holder
acknowledges that he has been informed by the Company of, or is otherwise
familiar with, the nature of the limitations imposed by the Act and the rules
and regulations thereunder on the transfer of securities. In particular, the
Holder agrees that no sale, assignment or transfer of this Warrant or the
Warrant Shares issuable upon exercise hereof shall be valid or effective, and
the Company shall not be required to give any effect to any such sale,
assignment or transfer, unless (i) the sale, assignment or transfer of this
Warrant or such Warrant Shares is registered under the Act, it being understood
that neither this Warrant nor such Warrant Shares are currently registered for
sale and that the Company has no obligation or intention to so register this
Warrant or such Warrant Shares except as specifically provided for in written
agreement signed by the Company, or (ii) this Warrant or such Warrant Shares are
sold, assigned or transferred in accordance with all the requirements and
limitations of Rule 144 under the Act, it being understood that Rule 144 is not
available at the time of the original issuance of this Warrant for the sale of
this Warrant or such Warrant Shares and that there can be no assurance that Rule
144 sales will be available at any subsequent time, or (iii) such sale,
assignment, or transfer is otherwise exempt from registration under the Act in
the opinion of counsel reasonably acceptable to the Company.


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4. The Company shall at all times reserve and keep available out its authorized
and unissued Common Stock, solely for the purpose of providing for the exercise
of the rights to purchase all Warrant Shares granted pursuant to the Warrants,
such number of shares of Common Stock as shall, from time to time, be sufficient
therefor. The Company covenants that all shares of Common Stock issuable upon
exercise of this Warrant, upon receipt by the Company of the full Exercise Price
therefor, shall be validly issued, fully paid, nonassessable, and free of
preemptive rights.

5. (a) In case the Company shall at any time after the date the Warrants were
first issued (i) declare a dividend on the outstanding Common Stock payable in
shares of its capital stock, (ii) subdivide the outstanding Common Stock, (iii)
combine the outstanding Common Stock into a smaller number of shares, or (iv)
issue any shares of its capital stock by reclassification of the Common Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), then, in each case,
the Exercise Price, and the number of Warrant Shares issuable upon exercise of
this Warrant , in effect at the time of the record date for such dividend or of
the effective date of such subdivision, combination, or reclassification, shall
be proportionately adjusted so that the Holder after such time shall be entitled
to receive the aggregate number and kind of shares which, if such Warrant had
been exercised immediately prior to such time, he would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
combination, or reclassification. Such adjustment shall be made successively
whenever any event listed above shall occur.

(b) In case the Company shall issue or fix a record date for the issuance to all
holders of Common Stock of rights, options, or warrants to subscribe for or
purchase Common Stock (or securities convertible into or exchangeable for Common
Stock) at a price per share (or having a conversion or exchange price per share,
if a security convertible into or exchangeable for Common Stock) less than the
then applicable Exercise Price per share on such record date, then, in each
case, the Exercise Price shall be adjusted by multiplying the Exercise Price in
effect immediately prior to such record date by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding on such record
date plus the number of shares of Common Stock which the aggregate offering
price of the total number of shares of Common Stock so to be offered (or the
aggregate initial conversion or exchange price of the convertible or
exchangeable securities so to be offered) would purchase at such Exercise Price
and the denominator of which shall be the number of shares of Common Stock
outstanding on such record date plus the number of additional shares of Common
Stock to be offered for subscription or purchase (or into which the convertible
or exchangeable securities so to be offered are initially convertible or
exchangeable). Such adjustment shall become effective at the close of business
on such record date; provided, however, that, to the extent the shares of Common
Stock (or securities convertible into or exchangeable for shares of Common
Stock) are not delivered, the Exercise Price shall be readjusted after the
expiration of such rights, options, or warrants (but only with respect to
warrants exercised after such expiration), to the Exercise Price which would
then be in effect had the adjustments made upon the issuance of such rights,
options, or warrants been made upon the basis of delivery of only the number of
shares of Common Stock (or securities convertible into or exchangeable for
shares of Common Stock) actually issued. In case any subscription price may be
paid in a consideration part or all of which shall be in a form other than cash,
the value of such consideration shall be as determined in good faith by the
board of directors of the Company, whose determination shall be conclusive.

(c) In case the Company shall distribute to all holders of Common Stock
(including any such distribution made to the stockholders of the Company in
connection with a consolidation or merger in which the Company is the continuing
corporation) evidences of its indebtedness, cash (other than any cash dividend
which, together with any cash dividends paid within the 12 months prior to the
record date for such distribution, does not exceed 5% of the then applicable
Exercise Price at the record date for such distribution) or assets (other than
distributions and dividends payable in shares of Common Stock), or rights,
options, or warrants to subscribe for or purchase Common Stock, or securities
convertible into or exchangeable for shares of Common Stock (excluding those
with respect to the issuance of which an adjustment of the Exercise Price is
provided pursuant to Section 5(b) hereof), then, in each case, the Exercise
Price shall be adjusted by multiplying the Exercise Price in effect immediately
prior to the record date for the determination of stockholders entitled to
receive such distribution by a fraction, the numerator of which


                                       3


shall be the then applicable Exercise Price per share of Common Stock on such
record date, less the fair market value (as determined in good faith by the
board of directors of the Company, whose determination shall be conclusive
absent manifest error) of the portion of the evidences of indebtedness or assets
so to be distributed, or of such rights, options, or warrants or convertible or
exchangeable securities, or the amount of such cash, applicable to one share,
and the denominator of which shall be such Exercise Price per share of Common
Stock. Such adjustment shall become effective at the close of business on such
record date.

(d) No adjustment in the Exercise Price shall be required if such adjustment is
less than $.01; provided, however, that any adjustments which by reason of this
Section 5 are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section 5
shall be made to the nearest cent or to the nearest one-thousandth of a share,
as the case may be.

(e) In any case in which this Section 5 shall require that an adjustment in the
Exercise Price be made effective as of a record date for a specified event, the
Company may elect to defer, until the occurrence of such event, issuing to the
Holder, if the Holder exercised this Warrant after such record date, the shares
of Common Stock, if any, issuable upon such exercise over and above the shares
of Common Stock, if any, issuable upon such exercise on the basis of the
Exercise Price in effect prior to such adjustment; provided, however, that the
Company shall deliver to the Holder a due bill or other appropriate instrument
evidencing the Holder's right to receive such additional shares upon the
occurrence of the event requiring such adjustment.

(f) Upon each adjustment of the Exercise Price as a result of the calculations
made in Sections 5(b) or 5(c) hereof, this Warrant shall thereafter evidence the
right to purchase, at the adjusted Exercise Price, that number of shares
(calculated to the nearest thousandth) obtained by dividing (A) the product
obtained by multiplying the number of shares purchasable upon exercise of this
Warrant prior to adjustment of the number of shares by the Exercise Price in
effect prior to adjustment of the Exercise Price by (B) the Exercise Price in
effect after such adjustment of the Exercise Price.

(g) Whenever there shall be an adjustment as provided in this Section 5, the
Company shall promptly cause written notice thereof to be sent by registered
mail, postage prepaid, to the Holder, at its address as it shall appear in the
Warrant Register, which notice shall be accompanied by an officer's certificate
setting forth the number of Warrant Shares purchasable upon the exercise of this
Warrant and the Exercise Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment and the computation thereof,
which officer's certificate shall be conclusive evidence of the correctness of
any such adjustment absent manifest error.

(h) The Company shall not be required to issue fractions of shares of Common
Stock or other capital stock of the Company upon the exercise of this Warrant.
If any fraction of a share would be issuable on the exercise of this Warrant (or
specified portions thereof), the Company shall purchase such fraction for an
amount in cash equal to the same fraction of the Exercise Price of such share of
Common Stock on the date of exercise of this Warrant.

6. (a) In case of any consolidation with or merger of the Company with or into
another corporation (other than a merger or consolidation in which the Company
is the surviving or continuing corporation), or in case of any sale, lease, or
conveyance to another corporation of the property and assets of any nature of
the Company as an entirety or substantially as an entirety (collectively an
"Extraordinary Event"), such successor, leasing, or purchasing corporation, as
the case may be, shall (i) execute with the Holder an agreement providing that
the Holder shall have the right thereafter to receive upon exercise of this
Warrant solely the kind and amount of shares of stock and other securities,
property, cash, or any combination thereof (collectively "Extraordinary Event
Consideration") receivable upon such consolidation, merger, sale, lease, or
conveyance by a holder of the number of shares of Common Stock for which this
Warrant might have been exercised immediately prior to such consolidation,
merger, sale, lease, or conveyance, and (ii) make effective provision in its
certificate of incorporation or otherwise, if necessary, to effect such
agreement. Such agreement shall provide for adjustments, which shall be as
nearly equivalent as practicable to the adjustments in Section 5.


                                       4


(b) In case of any reclassification or change of the shares of Common Stock
issuable upon exercise of this Warrant (other than a change in par value or from
no par value to a specified par value, or as a result of a subdivision or
combination, but including any change in the shares into two or more classes or
series of shares), or in case of any consolidation or merger of another
corporation into the Company in which the Company is the continuing corporation
and in which there is a reclassification or change (including a change to the
right to receive cash or other property) of the shares of Common Stock (other
than a change in par value, or from no par value to a specified par value, or as
a result of a subdivision or combination, but including any change in the shares
into two or more classes or series of shares), the Holder shall have the right
thereafter to receive upon exercise of this Warrant solely the kind and amount
of shares of stock and other securities, property, cash, or any combination
thereof receivable upon such reclassification, change, consolidation, or merger
by a holder of the number of shares of Common Stock for which this Warrant might
have been exercised immediately prior to such reclassification, change,
consolidation, or merger. Thereafter, appropriate provision shall be made for
adjustments, which shall be as nearly equivalent as practicable to the
adjustments in Section 5.

(c) The above provisions of this Section 6 shall similarly apply to successive
reclassifications and changes of shares of Common Stock and to successive
consolidations, mergers, sales, leases, or conveyances.

7. In case at any time the Company shall propose to:

(a) pay any dividend or make any distribution on shares of Common Stock in
shares of Common Stock or make any other distribution (other than regularly
scheduled cash dividends which are not in a greater amount per share than the
most recent such cash dividend) to all holders of Common Stock; or

(b) issue any rights, warrants, or other securities to all holders of Common
Stock entitling them to purchase any additional shares of Common Stock or any
other rights, warrants, or other securities; or

(c) effect any reclassification or change of outstanding shares of Common Stock,
or any consolidation, merger, sale, lease, or conveyance of property; or

(d) effect any liquidation, dissolution, or winding-up of the Company; or

(e) take any other action which would cause an adjustment to the Exercise Price;

then, and in any one or more of such cases, the Company shall give written
notice thereof, by registered mail, postage prepaid, to the Holder at the
Holder's address as it shall appear in the Warrant Register, mailed at least 15
days prior to (i) the date as of which the holders of record of shares of Common
Stock to be entitled to receive any such dividend, distribution, rights,
warrants, or other securities are to be determined, (ii) the date on which any
such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up is expected to become effective, and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up, or (iii) the date of such action which would require
an adjustment to the Exercise Price.

8. The issuance of any shares or other securities upon the exercise of this
Warrant, and the delivery of certificates or other instruments representing such
shares or other securities, shall be made without charge to the Holder for any
tax or other charge in respect of such issuance. The Company shall not, however,
be required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of any certificate in a name other than that
of the Holder and the Company shall not be required to issue or deliver any such
certificate unless and until the person or persons requesting the issue thereof
shall have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid.


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                             GENERAL DEVICES, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

9. (a) Subject to the provisions of this Section 9, if at any time prior to the
expiration of the Exercise Period, the Company proposes to file a registration
statement under the Act covering a proposed sale of shares of Common Stock
(other than a registration statement filed under Form S-4 or Form S-8 or any
successor forms of the Securities and Exchange Commission (the "Commission")),
it shall give to each holder of Warrants and/or Warrant Shares, notice of such
proposed registration (and a description of the form and manner and other
relevant facts involved in such proposed registration) at least 60 days prior to
the filing of the registration statement and shall afford each such holder who
gives the Company written notice not less than 15 days prior to such filing that
such holder then proposes to sell or distribute publicly all or any portion of
the Warrant Shares then held, or to be held upon exercise of such Warrants, the
opportunity to have such shares included in the securities registered under the
registration statement; provided, however, that following the giving of notice
of its intention to register its securities and prior to the effective date of
the registration statement filed in connection with such registration, the
Company may determine, at its election, not to register any securities pursuant
to such registration, and immediately thereon give written notice of such
determination to each such holder who requested the registration of its
securities and, thereupon, shall be relieved of its obligations to register any
securities in connection with such registration; and, provided further, that
prior to the effective date of the registration statement, any holder who has
given the Company written notice of its desire to have its shares included in
the securities to be registered under the registration statement (an "Electing
Holder") may determine not to include all or some of such shares in such
registration by providing written notice of such determination to the Company.

(b) If a registration pursuant to Sections 9(a) involves an underwritten
offering and the managing or lead underwriter advises the Company in writing
(with a copy to each holder of Warrants and/or Warrant Shares that has requested
registration) that, in its good faith opinion, the number of shares proposed to
be included in such offering exceeds the number of shares that can reasonably be
sold in (or during the time of) such offering or otherwise would materially and
adversely affect its ability to effect such offering upon the terms proposed,
then the Company will include in such registration the maximum number of
securities that the Company is so advised should be included in such offering,
and the Company, all Electing Holders and all other holders of securities
proposing to register shares in such offering shall share pro rata in the number
of shares of securities to be so excluded from such offering, with such sharing
to be based upon the respective number of shares of securities as to which
registration has been requested by each such party.

(c) In connection with any registration under the Act and state securities laws
pursuant to this Section 9, the Company shall furnish each holder whose shares
are registered thereunder with copies of the registration statement and all
amendments thereto and will supply each such holder with copies of any
preliminary and final prospectus included therein in such quantities as may be
necessary for the purposes of such proposed sale or distribution that the holder
or holders may reasonably request.

(d) In connection with any registration of shares pursuant to this Section 9,
the Electing Holders whose shares are being registered shall furnish the Company
with such information concerning such Electing Holders and the proposed sale or
distribution as shall be required for use in the preparation of such
registration statement and applications.

(e) (i) All expenses incurred by the Company in complying with this Section 9,
including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel and independent public accountants
for the Company, fees and expenses (including counsel fees) incurred by it in
connection with complying with state securities or "blue sky" laws, fees of the
National Association of Securities Dealers, Inc., fees of transfer agents and
registrars and costs of insurance, but excluding any Selling Expenses, are
called "Registration Expenses". All


                                       6




underwriting discounts and selling commissions applicable to the sale of the
securities to be registered pursuant to this Section 9 are called "Selling
Expenses".

(ii) The Company will pay all Registration Expenses in connection with each
registration statement under Sections 9(a) and all Selling Expenses shall be
borne by the participating holders.

(f) (i) The Company shall indemnify and hold harmless each holder of Common
Stock registered pursuant to this Agreement with the Commission, or under any
state securities law or regulation, and each such holder's officers, directors,
employees and agents and each person, if any, who controls such holder within
the meaning of either Section 15 of the Act or Section 20 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), against any losses,
claims, damages or liabilities, joint or several to which such holder or such
other person may become subject under the Act or otherwise, but only to the
extent that such losses, claims, damages or liabilities (or actions in respect
thereto) arise out of or are based upon a statement determined to be untrue of a
material fact contained in any preliminary prospectus, registration statement,
prospectus or any amendment or supplement thereto, or arise out of or are based
upon the omission to state therein a material fact determined to be required to
be stated therein or necessary to make the statements therein not misleading,
and will reimburse each such holder for any legal or other expenses reasonably
incurred by such holder in connection with investigating or defending any such
action or claim arising or resulting from such untrue statement or omission;
provided, however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or omission (x) made in any such document in reliance
upon and in conformity with written information with respect to such holder
furnished to the Company by such holder expressly for use therein or (y) made in
any preliminary prospectus if (A) such holder failed to send or deliver a
current copy of the prospectus to the person asserting any such loss, claim,
damage, or liability with or prior to the delivery of written confirmation of
the sale of the securities concerned to such person, (B) it is determined that
it was the responsibility of such holder to provide such person with a current
copy of the prospectus, and (C) such current copy of the prospectus would have
completely corrected such untrue statement or omission.

(ii) Each holder of Common Stock registered pursuant to this Agreement will
indemnify and hold harmless the Company and the Company's officers, directors,
employees and agents and each person, if any, who controls the Company within
the meaning of either Section 15 of the Act or Section 20 of the Exchange Act,
against any and all losses, claims, damages or liabilities, joint or several, to
which the Company or such other person may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon a statement determined to be
untrue of a material fact contained in any preliminary prospectus, registration
statement or prospectus, or any amendment or supplement thereto, or arise out of
or are based upon the omission to state therein a material fact determined to be
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company and such other persons for any legal
or other expenses reasonably incurred by any of them in connection with
investigating or defending any such action or claim, in each case to the extent,
but only to the extent, that such untrue statement or omission was made in any
such document, in reliance upon and in conformity with written information with
respect to such holder furnished to the Company by such holder expressly for use
therein.


(iii) Promptly after receipt by an indemnified party under Sections 9(f)(i) or
(ii) of notice of the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against the indemnifying party under
either such section, notify the indemnifying party in writing of the
commencement thereof; provided, however, that the failure or delay of any
indemnified party to give notice as provided herein shall not relieve the
indemnifying


                                       7




party of its obligations under this Section 9(f), except to the extent that the
indemnifying party is materially prejudiced by such failure or delay to give
notice. In case any such action shall be brought against any indemnified party
and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to assume the defense thereof with counsel
reasonably satisfactory to the indemnified party by notice in writing to the
indemnified party. After receipt of written notice from the indemnifying party
to such indemnified party of its election to assume the defense thereof, the
indemnifying party shall not, except as set forth in the following sentence, be
liable to such indemnified party under either of such sections for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation incurred prior to the assumption by the
indemnifying party. The preceding sentence notwithstanding, the indemnified
party shall have the right to employ its own counsel and direct its defense,
with the fees and expenses of such counsel and such other expenses related
thereto to be borne by the indemnifying party, if the indemnified party shall
have reasonably concluded that there may be defenses available to it which are
different from or additional to those available to the indemnifying party. The
indemnifying party shall not be liable for any settlement of any claim or action
effected without its written consent, which consent shall not be unreasonably
withheld.


(iv) If the indemnification provided for in this Section 9(f) is unavailable or
insufficient to hold harmless an indemnified party under Sections 9(f)(i) or
(ii) above (other than by reason of exceptions provided in such sections) in
respect of any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party, as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the holder or holders from this Agreement and from the offering of
the shares of Common Stock. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company and the holders in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative fault shall be determined
by reference to, among other things, whether the untrue statement of a material
fact or the omission to state a material fact relates to information supplied by
the Company or the holder and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the holders agree that it would not be just and equitable if
contribution pursuant to this Section 9(f)(iv) were determined by pro rata
allocation (even if the holders were treated as one entity for such purpose) or
by any other method of allocation which does not take into account the equitable
considerations referred to above in this Section 9(f)(iv). Except as provided in
Section 9(f)(iii), the amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this Section 9(f)(iv) shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. Notwithstanding any provision in this Section
9(f) to the contrary, no holder of Warrant Shares shall be liable for any
amount, in the aggregate, in excess of the net proceeds to such holder from the
sale of such holder's Warrant Shares giving rise to such losses, claims, damages
or liabilities.

(v) The obligations of the Company under this Section 9(f) shall be in addition
to any liability which the Company may otherwise have at law or in equity.


                                       8




10. Unless registered pursuant to the provisions of Section 9 hereof, the
Warrant Shares issued upon exercise of this Warrant shall be subject to a stop
transfer order and the certificate or certificates evidencing such Warrant
Shares shall bear the following legend:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS,
AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER
OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS."

Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction, or mutilation of any Warrant (and upon surrender of any Warrant if
mutilated), the Company shall execute and deliver to the Holder thereof a new
Warrant of like date, tenor, and denomination.

12. The holder of this Warrant shall not have solely on account of such status,
any rights of a stockholder of the Company, either at law or in equity, or to
any notice of meetings of stockholders or of any other proceedings of the
Company, except as provided in this Warrant.

13. The Company may by notice to the holders of all the Warrants make any
changes or corrections in the Warrants (i) that it shall deem in good faith
appropriate to cure any ambiguity or to correct any defective or inconsistent
provision or manifest mistake or error contained in the Warrants; or (ii) that
it may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Warrants; provided, however, that the Warrants shall
not otherwise be modified, supplemented or altered in any respect except with
the consent in writing of the holders of Warrants representing not less than 50%
of the Warrants then outstanding; and provided, further, that no change in the
number or nature of the securities purchasable upon the exercise of this
Warrant, or increasing the Exercise Price therefor, or the acceleration of the
termination of the Exercise Period, shall be made without the consent in writing
of the holders of Warrants representing not less than two-thirds of the Warrants
then outstanding (other than such changes as are specifically prescribed by this
Warrant as originally executed or are made in compliance with applicable law).

14. This Warrant has been negotiated and consummated in the State of New York
and shall be construed in accordance with the laws of the State of New York
applicable to contracts made and performed within such State, without regard to
principles governing conflicts of law.

Dated as of:  1/23/2006

                                  GENERAL DEVICES, INC.

                                  By:
                                      --------------------------
                                      Name: Damien R. Tanaka
                                      Attest:             Title:   President



                                      --------------------------
                                      Name
                                      Title: Secretary