EXHIBIT D

FORM OF ESCROW AGREEMENT

Exhibit 4.2 Form of Secured Convertible Promissory Note

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES THAT SUCH REGISTRATION IS NOT REQUIRED. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MAY NOT TRADE THIS SECURITY OR ANY SECURITY ISSUED IN RESPECT OF THIS SECURITY IN CANADA BEFORE 4 MONTHS AFTER THE DATE OF THIS AGREEMENT.

UNITY WIRELESS CORPORATION

SECURED CONVERTIBLE PROMISSORY NOTE

U.S. $[             ]

August [__], 2004

THIS PROMISSORY NOTE (this “Note”) is made as of this [__] day of August, 2004, by Unity Wireless Corporation, a corporation incorporated under the laws of Delaware (“Maker”), in favor of [_____________] or its assigns (“Payee”).

RECITALS

WHEREAS, this note and certain other similar notes issued concurrently herewith (collectively, the “Notes”) are being issued pursuant to a Convertible Note and Warrant Purchase Agreement dated as of the date hereof (the “Purchase Agreement”).

WHEREAS, the closing price of the shares of common stock $.001 par value of the Maker (“Common Stock”) was $[   ] per share (the “Closing Price”) as of the date hereof.

WHEREAS, Maker requires the financing provided pursuant to the Notes for working capital and general corporate purposes.

WHEREAS, in order to secure the payment obligation of the Maker hereunder, the Maker and the Payee simultaneously herewith are executing and delivering a Security Agreement dated as of the date hereof (the “Security Agreement”).

NOTE AGREEMENT

NOW, THEREFORE, for and in consideration of the mutual agreements herein contained, and for and in consideration of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Maker and Payee hereby covenant and agree as set forth below.   All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Purchase Agreement.

FOR VALUED RECEIVED, Maker hereby promises to pay to the order of Payee, the principal sum of [                              ] DOLLARS ($         ) (the “Face Amount”), or such lesser amount as may from time to time be otherwise owing from Maker to Payee under this Note, together with interest on the principal amount from time to time outstanding hereunder accrued from the date hereof at the rate and in the manner set forth below.  All payments of principal or interest or both shall be paid as set forth below, and each such payment shall be made in lawful money of the United States of America.

This Note is subject to the following terms and conditions:

1.

Payments of Principal and Interest.

(a) Repayment.  Unless otherwise repaid or converted as provided herein, the entire unpaid principal balance of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the date that is two (2) years following the date hereof (the “Maturity Date”).  Payee’s conversion rights shall be extinguished upon payment in full of all principal and accrued interest and all other amounts due hereunder on or after the Maturity Date.  Interest shall accrue and be payable in arrears on an Interest Payment Date (as defined in Section 2 below).

(b) Late Fee Upon Failure To Repay.  If Maker fails to repay this Note on or prior to the Maturity Date or such earlier date resulting from the acceleration  of the date upon which the principal amount of this Note shall be payable in accordance with the terms of this Note (due to an Event of Default or otherwise), the interest rate on the outstanding principal amount, accrued and unpaid interest and all other amounts due hereunder shall increase to a rate of 20% per annum, until all amounts owing on this Note are repaid in full.

(c) Optional Prepayment.  Upon the provision of at least twenty (20) days prior written notice to the Payee, Maker shall be entitled, at its option, to repay part of or all the outstanding principal amount, interest, late fees, penalties and all other amounts due hereunder (the “Outstanding Balance”); provided, only however that Maker simultaneously elect to repay an equal portion of the Outstanding Balance of each of the Notes issued under the Purchase Agreement; provided, further however that a Registration Statement covering the Registrable Securities has been declared effective and remains in effect on the date such written notice is provided and on the date of repayment as set forth in such written notice. In the event of any prepayment pursuant to this section, in addition to all other amounts due hereunder an early prepayment penalty shall be payable hereunder in such amount as is equal to: (i) ten percent (10%) of the principal amount and accrued interest thereon, in the event such prepayment is made within 180 days of the date of issuance of this Note or (ii) twenty percent (20%) of the principal amount and accrued interest thereon, in the event that such prepayment is made 180 days or more after the date of issuance of this Note.

(a)

Manner of Payment.  Maker shall make payment in accordance with the terms of this Note no later than 5:30 p.m. (New York City time) on the date when due, in immediately available funds.  Each payment of principal and of interest shall be paid by Maker without setoff or counterclaim to Payee at Payee’s address set forth in Section 15, or to such other location or accounts within the United States as Payee may specify in writing to Maker from time to time, in immediately available funds or as otherwise explicitly provided for herein.

(b)

Cancellation.  After all amounts owed on this Note have been paid in full and/or all amounts due under this Note has been converted in full into common stock $.001 par value of the Maker (“Common Stock”) as provided in Section 3, this Note will be surrendered to Maker for cancellation and will not be reissued.

1.

Interest Rate.  

a)

This Note will bear interest at the rate equal to eight percent (8%) per annum the date hereof to and including the date of payment or conversion of this Note.  Interest on this Note shall be calculated on the basis of actual days elapsed and a 360-day year of twelve 30-day months.

b)

Interest on this Note shall be due and payable quarterly in arrears on each March 1^st, June 1^st, September 1^st and December 1^st (each an “Interest Payment Date”), except that if such date is not a day on which commercial banks or governmental offices are not open for business in the city of New York (a “Business Day”) then the Interest Payment Date shall be the next day that is a Business Day. Such interest shall, at the option of Maker, either be paid in cash or in shares of Common Stock at a price per share equal to the Discounted Trading Price (as defined below) (subject to proportional adjustments for stock splits, stock dividends and the like).  For the purposes hereof, the term “Discounted Trading Price” shall mean ninety percent (90%) of the average of the closing prices of the Common Stock on the Trading Marker for the three Trading Days prior to the Interest Payment Date. Notwithstanding anything contained herein to the contrary, Interest may be paid in shares of Common Stock only if a Registration Statement covering the Registrable Securities has been declared effective and remains in effect at such time.  Any accrued interest that is not otherwise paid in cash or in shares of Common Stock on the applicable Interest Payment Date (whether due to Maker’s inability to pay such interest in cash or in shares of Common Stock) shall automatically, and without any action on the part of Maker, accrue and compound and be added to the outstanding principal and interest due under the Note on such Interest Payment Date.

1.

Conversion into Equity of Maker.

a)

Optional Conversion. The holder of this Note shall have the right at its sole election at any time (including without limitation during the notice periods set forth in Section 1(c) and Section 3(b)) to convert all or a portion of the Outstanding Balance due hereunder into shares of Common Stock at a price per share equal to 110% of the Closing Price (the “Conversion Price”) (subject to proportional adjustments for stock splits, stock dividends and the like).  Upon such conversion, Payee shall receive the same rights as all other holders of Common Stock in Maker and shall be treated for all purposes as the record holder of the shares of Common Stock issued upon such conversion.

b)

Mandatory Conversion. Upon the provision of at least twenty (20) days prior written notice (which notice shall also be given simultaneously to all Purchasers purchasing the Notes pursuant to the Purchase Agreement), the Maker shall have the right to convert a portion (provided such portion is the same for each Purchaser under the Purchase Agreement) or all of the Outstanding Balance into shares of Common Stock at a price equal to the Conversion Price; provided, however, (a) the closing execution price is greater than the Threshold Trading Price (as hereinafter defined) each day during the period commencing seven Trading Days (as hereinafter defined) prior to the date of such written notice and ending on the date of conversion as specified in such written notice; (b) such portion (or all) of the Outstanding Balance proposed to be converted is not in excess of the Threshold Percentage Limitation (as defined below); (c) a minimum of 200,000 shares of Common Stock (subject to proportional adjustments for stock splits, combinations, stock dividends and the like) have been  traded during each Trading Day of the period commencing seven Trading Days (as hereinafter defined) prior to the date of such written notice and ending on the date of conversion as specified in such written notice; (d) the Registration Statement covering the Registrable Securities has been declared effective and remains in effect on the date of such written notice as well as the date specified for conversion in such notice and (e) no Event of Default has occurred or is continuing to occur (regardless of the existence of an opportunity to cure) during such twenty day notice period.  For the purposes hereof, the term “Threshold Trading Price” shall mean an execution price on the Trading Market (as hereinafter defined) that is greater than 150% of the Conversion Price (subject to proportional adjustments for stock splits, combinations, stock dividends and the like). For the purposes hereof, the term “Threshold Percentage Limitation” shall mean, with respect to each Payee: (i) 10% of the Face Amount, in the event that a minimum of 200,000 shares of Common Stock (subject to proportional adjustments for stock splits, combinations, stock dividends and the like) have been  traded during each of the five Trading Days prior to the date of the written notice referred to in this Section and (ii) 20% of the Face Amount, in the event that a minimum of 400,000 shares of Common Stock (subject to proportional adjustments for stock splits, combinations, stock dividends and the like) have been traded during each of the five Trading Day prior to the date of the written notice referred to in this Section.  The Maker shall be permitted to exercise its rights pursuant to this section on one or more occasions, provided that the conditions precedent to the exercise of such rights by the Maker are met in each such separate occasion.

c)

Mechanics and Effect of Conversion.  Upon the conversion, redemption or prepayment of the principal amount or other amounts due in shares of Common Stock, as provided herein, in lieu of any fractional shares of Common Stock to which Payee would otherwise be entitled, Maker shall pay cash equal to such fraction multiplied by the last reported sale price of a share of Common Stock on the Trading Market on which the Common Stock is then listed or quoted for trading on the Trading Day prior to the date of conversion (or, if the Common Stock is not then listed or quoted for trading on any Trading Market, the fair market value of a share of Common Stock as determined by Maker in good faith).  Upon conversion of this Note in full pursuant to this Section 3, Payee shall surrender this Note, duly endorsed, at the principal offices of Maker or any transfer agent for Maker.  Payee shall also execute and deliver any ancillary agreements as may be required or reasonably requested to effect the conversion of this Note.  Maker shall pay any and all issue and other taxes that may be payable in respect of any issue or delivery of Shares pursuant to this Section 3.  As used in this Section 3(c), the term “Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:  the OTC Bulletin Board, the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market, and the term “Trading Day” means (i) a day on which the Common Stock is traded on a Trading Market, or (ii) if the Common Stock is not quoted on a Trading Market, a day on which the Common Stock is quoted in the over the counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding to its functions of reporting price).

d)

Reservation of Shares.  Maker shall at all times reserve and keep available out of its authorized equity securities, solely for the purposes of issuance upon the conversion of this Note as herein provided, such number of Shares as shall then be issuable upon the full conversion of this Note.  Maker covenants that it shall cause all Shares which shall be so issued to be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof, and, without limiting the generality of the foregoing, Maker covenants that it will from time to time take all such action as may be required to assure that the par value per share of the equity securities will at all times be equal to or less than the conversion price.  Maker will take all such action as may be necessary to assure that all such Shares may be so issued without violation of any applicable law or regulation.

e)

Rights Prior to Conversion.  Payee shall have no equity interest in Maker or any voting, dividend, liquidation or dissolution rights with respect to any equity securities of Maker solely by reason of this Note.  Furthermore, prior to the conversion, as set forth in this Section 3, and the issuance and delivery of a certificate or certificates evidencing the Shares purchased pursuant to the conversion, Payee shall have no interest in, or any voting, dividend, liquidation or dissolution rights with respect to any equity securities of Maker.

f)

No Inconsistent Agreements.  Maker agrees not to enter into any other agreement providing which is inconsistent with the registration rights provisions of this Note under the Purchase Agreement or contains registration rights provisions which are senior to the registration rights granted in this Note.

4.

Covenants.  

a)

Unless Payee chooses to convert this Note, Maker shall repay the outstanding principal of this Note, all accrued and unpaid interest and all penalties, damages and fees due hereunder or in connection herewith on the Maturity Date.

b)

Simultaneously with the execution hereof, Maker shall file all forms and documents (the “Security Interest Filings”) in the applicable jurisdiction(s) in Canada necessary to perfect the priority security interest of the Payee in the Collateral (as defined in and with the priority as set forth in the Security Agreement).  Maker shall deliver copies of all such Security Filings to the Payee.

5.   Events of Default.  The following are “Events of Default” hereunder:

(a)

any failure by Maker to pay when due all or any principal or accrued interest hereunder;

(b)

any representation or warranty made by or on behalf of Maker herein or in the Purchase Agreement proves to have been incorrect, false or misleading in any material respect on the date of which made;

(c)

any failure by Maker to perform any material covenant or agreement under this Note (other than a failure to make payment of principal and accrued interest hereunder which shall be governed under Section 5(a) hereof), the Purchase Agreement, the Security Agreement, the Warrant or any other agreement, document or instrument contemplated hereby or thereby and such failure shall remain uncured for a period of five (5) days after receipt by Maker of written notice of such failure from Payee;

(d)

if Maker or any subsidiary of Maker shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator or any of its property, (ii) admit in writing its inability to pay its debts as they mature, (iii) make a general assignment for the benefit of creditors, (iv) be adjudicated bankrupt or insolvent or be the subject of an order for relief under Title 11 of the United States Bankruptcy Code, (v) file a voluntary petition in bankruptcy or a petition for bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law and such petition or proceeding shall remain undismissed or unstayed for thirty (30) days, or (vi) take or permit to be taken any action in furtherance of or for the purpose of effecting any of the foregoing;

(e)

any dissolution, liquidation or winding up of Maker or any substantial portion of its business or a material subsidiary;

(f)

any cessation of operations by Maker or Maker is otherwise generally unable to pay its debts as such debts become due;

(g)

the failure by Maker to maintain any material Intellectual Property Rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future);

(h)

 if a default with respect to payment of interest or principal on indebtedness of $25,000 or more occurs under any other loan agreement, note or other instrument or evidence of indebtedness of Maker or its subsidiaries and continues beyond any applicable grace period therein provided;

(i)

final, non-appealable judgments for the payment of money, which judgments in the aggregate exceed $100,000, shall be rendered against Maker or its subsidiaries by a court of competent jurisdiction; or

(j)

a defect or other occurrence which materially interferes with or otherwise impairs the validity of the Security Interest  Filings and/or the ability of the Payee to continue to have a perfected first priority security interest in the Collateral.

provided, however, that with respect to any Event of Default (other than under Section 5(a), 5(d), 5(e) or 5(j)), the Maker shall give the Payee written notice of any such event (within forty-eight (48) hours of its occurrence) and, upon giving such notice, the Maker shall have fifteen (15) business days to cure such Event of Default; in the event that Maker fails to give written notice of the occurrence of such event, the Maker shall have no opportunity to cure such default (unless separately consented to by Payee); provided, further however with respect to any Event of Default under Section 5(a), 5(d), 5(e) or 5(j), the Maker shall give the Payee notice immediately upon such occurrence and there shall be no opportunity to cure such default.

1.

Remedies on Default.  If any Event of Default shall occur and be continuing, then the entire principal and all accrued interest under this Note shall, at the option of Payee (except in the case of an Event of Default under Section 5(d) or 5(e) above, in which event acceleration shall be automatic), become immediately due and payable, without notice or demand.

2.

Reserved.

3.

Use of Proceeds.  Maker covenants and agrees that all of the net proceeds that it receives from the sale of the Notes, although distributed, allocated and expended by Maker in its sole discretion, shall be used for working capital and general corporate purposes.

4.

Certain Waivers.  Except as otherwise expressly provided in this Note, Maker hereby waives diligence, demand, presentment for payment, protest, dishonor, nonpayment, default and notice of any and all of the foregoing.

5.

No Impairment.  Maker will not, by amendment of its articles of incorporation, bylaws, or through reorganization, consolidation, merger, dissolution, sale of assets, or another voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of Payee against impairment.

6.

Amendments.  This Note may not be changed orally, but only by an agreement in writing and signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

7.

GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.  THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. NOTHING IN THIS NOTE OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. MAKER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING FOR THE ENFORCEMENT OR COLLECTION OF THIS NOTE.

8.

Notices.  All notices and communications shall be in writing and shall be as provided for in the Purchase Agreement.

9.

Transaction and Enforcement Costs.  In the event that Payee shall, after the occurrence and during the continuance of an Event of Default (and provided that Payee shall be permitted, at such time, to enforce its rights hereunder and retain payments received hereunder), turn this Note over to an attorney for collection, Maker shall further be obligated to Payee for Payee’s reasonable attorneys’ fees and expenses incurred in connection with such collection as well as any other reasonable costs incurred by Payee in connection with the collection of all amounts due hereunder.

10.

Loss, Theft, Destruction or Mutilation of Note.  Upon notice by Payee to Maker of the loss, theft, destruction or mutilation of this Note, and upon surrender and cancellation of this Note, if mutilated, Maker, as its expense, will make and deliver a new note of like tenor, in lieu of this Note.

11.

Successors and Assigns.  This Note and the obligations and rights of Maker hereunder, shall be binding upon and inure to the benefit of Maker, the holder of this Note, and their respective successors and assigns.  This Note is assignable by Payee to any other person or entity without the consent of Maker.

12.

Severability.  In the event that any provision of this Note becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Note will continue in full force and effect without said provision and the parties agree to replace such provision with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such provisions; provided, however, that no such severability will be effective against a party if it materially and adversely changes the economic benefits of this Note to such party.

13.

Further Assurances.  Maker and its agents shall each cooperate with Payee and use (or cause its agents to use) its best efforts to promptly (i) take or cause to be taken all necessary actions, and do or cause to be done all things necessary, proper or advisable under this Note and applicable laws to consummate and make effective all transactions contemplated by this Note as soon as practicable following the request of Payee, and (ii) obtain all approvals required to be obtained from any third party necessary, proper or advisable to the transactions contemplated by this Note.

1.

Usury.  Notwithstanding any provision to the contrary contained in this Note, or any and all other instruments or documents executed in connection herewith, Maker and Payee intend that the obligations evidenced by this Note conform strictly to the applicable usury laws from time to time in force.  If, under any circumstances whatsoever, fulfillment of any provisions thereof or any other document, at the time performance of such provisions shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity.

2.

Indemnity.  Maker hereby agrees to defend, indemnify and hold Payee harmless from and against all claims, damages, investigations, judgments, penalties, costs and expenses (including attorneys' fees and court costs now or hereafter arising from the aforesaid enforcement of this clause) arising directly or indirectly from Maker or third parties with whom the Maker has a contractual relationship, from the use of the proceeds of this Note, or arising directly or indirectly from the violation of any rule, regulation, statute or law, whether such claims are asserted by any governmental entity or any other person.

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Exhibit 4.2 Form of Secured Convertible Promissory Note

IN WITNESS WHEREOF, Maker has duly caused this Note to be signed on its behalf, in its company name and by its duly authorized officer as of the date first set forth above.

UNITY WIRELESS CORPORATION

By:

Name:
Title:

Acknowledged by:

[_________________________]

By:_______________________________

        Name:

        Title:

Exhibit 4.3 Form of Warrant

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MAY NOT TRADE THIS SECURITY OR ANY SECURITY ISSUED IN RESPECT OF THIS SECURITY WITHIN CANADA BEFORE 4 MONTHS OF THE DATE OF THIS AGREEMENT.

UNITY WIRELESS CORPORATION

WARRANT TO PURCHASE ______ COMMON STOCK OF THE COMPANY

(SUBJECT TO ADJUSTMENT)

(Void after August ____, 2009)

W -      

THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August ___, 2004 (the “Initial Exercise Date”) and on or prior to the close of business on August ____, 2009 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Unity Wireless Corporation, a Delaware corporation (the “Company”), up to ____________ ¹

 Such number shall equal 50% of the face amount of such Holder’s note, on an as converted basis.

shares (the “Warrant Shares”) of common stock, par value $0.001 per share of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be $[    ] (the “Exercise Price”). The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Convertible Note and Warrant Purchase Agreement dated on or about the Initial Exercise Date, by and among the Company and the parties signatory thereto (the “Purchase Agreement”).

1.

Exhibit 4.3 Form of Warrant

2.

Title to Warrant. Prior to the Termination Date and subject to compliance with applicable laws and Section 8 of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed. The transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company.

3.

Authorization of Shares. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue, if any).

4.

Exercise of Warrant.

(a)

Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company), and upon payment of the Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank or by means of a cashless exercise pursuant to Section 3(d), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within three (3) Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been properly exercised by receipt by the Company of the Notice of Exercise and payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 6 have been paid. If such conditions by the Holder have been met, and the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the close of business on the 3^rd Trading Day after the date of such conditions being met by the Holder, then the Holder will have the right to rescind such exercise.  In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to a proper exercise, and all conditions being met by the Holder, by the close of business on the 3rd Trading Day after the date of exercise, and if after such 3rd Trading Day the Holder is required by its broker to purchase (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 which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in immediately available funds to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Warrant Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $100 to cover a Buy-In with respect to an attempted exercise of Warrant Shares with an aggregate sale price giving rise to such purchase obligation of $80, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $20.  The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Warrant Shares as required pursuant to the terms hereof.

(b)

If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(c)

The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 3(a) or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder’s Affiliates), as set forth on the applicable Notice of Exercise, would beneficially own 5% or more of the number of shares of the Common Stock issued and outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder 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 the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c), beneficial ownership shall be calculated in accordance with Section 13(d)(1) of the Exchange Act. For purposes of this Section 3(c), 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 (x) the Company’s most recent Form 20-F or any comparable or successor form or forms, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within three Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Company Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 3(c) may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of this Section 3(c) shall continue to apply until such 61^st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).

(d)

Commencing on the date which is the first anniversary of the Initial Exercise Date, but only so long as no registration statement is in effect for the public sale of shares issuable on exercise of this Warrant, this Warrant may also be exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

the Closing Price on the Trading Day preceding the date of such election;

(B) =

the Exercise Price of the Warrants, as adjusted; and

(X) =

the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

5.

Mandatory Exercise.  At any time commencing on the 2^nd anniversary of the Initial Exercise Date and before the Termination Date, upon at least twenty (20) days (the “First Notice Period”) prior written notice (“First Notice”) from the Company to the Holder (which notice shall be sent to all (and not less than all) Holders receiving Warrants pursuant to the Purchase Agreement), the Company may cause the Holder to exercise the Warrant on or prior to the date set forth in the First Notice, provided that (a) the closing execution price is greater than the Threshold Trading Price (as hereinafter defined) each day during the period commencing seven Trading Days (as hereinafter defined) prior to the date of such written notice and ending on the date of exercise of the Warrant by the Holder as specified in such written notice, (b) no Event of Default (as defined in the Note) has occurred or is continuing to occur (regardless of the existence of an opportunity to cure) during the First Notice Period and (c) a Registration Statement covering the Registrable Securities has been declared effective and remains in effect at such time; provided, however, nothing herein shall prevent the Holder from exercising the Warrant at anytime during the First Notice Period. In the event the Holder does not exercise the Warrant on or prior to the date set forth in the First Notice, then the Company shall give the Holder another ten (10) day written notice (the “Second Notice Period”) noting the failure of the Holder to exercise the Warrant within the First Notice Period. If the Holder fails to exercise the Warrant within the Second Notice Period, the Warrant shall expire and shall not be exercisable for shares of Common Stock.      

For the purposes hereof, each of the following terms shall have the following meanings: (i) “Threshold Trading Price” shall mean an execution price on the Trading Market (as hereinafter defined) that is greater than 200% of the Exercise Price (subject to adjustments as provided in Section 12 below), (ii) “Trading Market” shall mean the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:  the OTC Bulletin Board, the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market, and (iii) “Trading Day” shall mean (A) a day on which the Common Stock is traded on a Trading Market, or (B) if the Common Stock is not quoted on a Trading Market, a day on which the Common Stock is quoted in the over the counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding to its functions of reporting price).

6.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.

7.

Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

8.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

9.

Transfer, Division and Combination.

(a)

Subject to compliance with any applicable securities laws and the conditions set forth in Section 1 and Section 8(e) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b)

This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 8(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

(c)

The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 8.

(d)

The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.

(e)

If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act.

10.

No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price (or by means of a cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.

11.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of such loss, theft or destruction, upon delivery of an indemnity or security reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

12.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday in the State of New York, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday in the State of New York.

(a)

Adjustments to Exercise Price and Number of Warrant Shares.  The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder pursuant to this Section 12(a), the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

13.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation or other entity (where the Company is not the surviving corporation or where there is a change in or distribution with respect to any class of common stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation or other entity and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation or other entity, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation or other entity (“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or other entity or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) and, if an entity different from the successor or acquiring corporation, the entity whose common stock or Other Property the holders of Common Stock are entitled to receive as a result of such transaction, shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 13. For purposes of this Section 13, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 12 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

14.

Voluntary Adjustment by the Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

15.

Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as herein provided, the Company shall give notice thereof to the Holder, which notice shall state the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made.

16.

Notice of Corporate Action. If at any time:

(a)

the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or

(b)

there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation or,

(c)

there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at least 10 days’ prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 10 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (x) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and (y) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Warrant Shares for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section 18(d).

17.

Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for (or facilitate electronic delivery of) the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the principal Trading Market upon which the Common Stock may be listed.

(a)

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

(b)

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

18.

Miscellaneous.

(a)

Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the Company, and by its acceptance of this Warrant, the Holder, hereby covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City, County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of its reasonable counsel fees and disbursements in an amount judicially determined.

(b)

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, until registered for resale under the Securities Act, will have legends imprinted upon any stock certificates evidencing such Warrant Shares and the Company will notify its transfer agent of restrictions upon resale imposed by the applicable state and federal securities laws.

(c)

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(d)

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement; provided, upon any permitted assignment of this Warrant, the assignee shall promptly provide the Company with its contact information.

(e)

Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(f)

Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(g)

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares.

(h)

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(i)

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(j)

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

 [Remainder of page intentionally left blank]

Exhibit 4.3 Form of Warrant

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.

Dated: August __, 2004

UNITY WIRELESS CORPORATION

By:

Name:

Title:

Acknowledged by:

_________________________

Name of Holder

By:_______________________________

        Name:

        Title:

Exhibit 4.3 Form of Warrant

NOTICE OF EXERCISE

To:

Unity Wireless Corporation

1.

The undersigned hereby elects to purchase ________ Warrant Shares of Unity Wireless Corporation pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

2.

Payment shall take the form of (check applicable box):

□

in lawful money of the United States; or

□

the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3(d), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 3(d).

3.

Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following:

4.

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[PURCHASER]

By:

Name:

Title:

Exhibit 4.3 Form of Warrant

ASSIGNMENT FORM

(To assign the foregoing warrant, execute this form and supply required information.
Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

, whose address is:

Dated:

, 200_

Holder’s Signature:

Holder’s Address:

Signature Guaranteed:

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

Exhibit 4.4 Form of Security Agreement

SECURITY AGREEMENT

This Security Agreement (this “Agreement”) is entered into as of August ___, 2004 by and among Unity Wireless Corporation, a Delaware corporation (the “Company”), and each of the Parties listed on Exhibit A hereto (each, a “Secured Party” and together, the “Secured Parties”).  Certain terms used in this Agreement have the meanings ascribed to them in the Convertible Note and Warrant Purchase Agreement dated as of August ____, 2004 by and among the Company and the parties signatory thereto (the “Purchase Agreement”).

RECITAL

A.

The Company wishes to borrow funds from the Secured Parties and is willing to return such amounts to the Secured Parties in cash or in securities as contemplated in Secured Convertible Promissory Notes in the form attached to the Purchase Agreement as Exhibit B thereto and incorporated herein by this reference (the “Notes”).

B.

The Secured Parties are willing to accept the Notes provided that the Company and each Secured Party enter into a Note, this Agreement, Purchase Agreement and such other documents as are contemplated hereby or thereby, and that the Company grant each Secured Party a security interest in the collateral contemplated hereunder.

NOW, THEREFORE, in consideration of the representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.

Grant of Security Interest.  Subject to the terms and conditions of this Agreement, the Company hereby assigns, conveys, pledges, hypothecates and transfers to the Secured Parties, and hereby grants to the Secured Parties, a security interest in and to all property which is in the Company’s possession or control in any matter or for any purpose, including, without limitation, the Company’s right, title and interest in the now owned and hereafter acquired assets described on Exhibit A, and the proceeds, increase and products of such property, and all property  which the Company  may  receive on account of such  property (collectively, the “Collateral”), subject only to first priority security interests that secure or will secure current or future indebtedness of the Company to commercial banks and other institutional lenders. Each Secured Party hereby agrees to subordinate its security interest to the security interest of such present or future commercial banks or other institutional lenders, and will  at the Company’s request execute and deliver to such lenders such subordination agreements as such lenders may from time to time reasonably request. The Company is permitted to grant a lien subordinate to the lien of the Secured Parties in the Collateral to any lender.

2.

Obligation Secured.  This Agreement shall secure the performance of the Notes on the conditions set forth below.

3.

Covenants of the Company.  The Company hereby covenants and agrees with the Secured Parties as follows:

3.1

Defense.  The Company shall defend the Collateral against any adverse claims or demands. The Company shall not sell, contract for sale, discount, factor, pledge, grant or permit to arise or exist a security interest in, license, or otherwise dispose of, encumber or impair the rights of the Secured Parties to any of the Collateral, except in arms length transaction with third parties until each Note has been satisfied without the prior written approval of the Secured Parties.

3.2

Cooperation.  The Company shall cooperate with the Secured Parties to enable the Secured Parties to obtain and maintain a fully perfected security interest in the Collateral. Such cooperation shall include, without limitation, assisting the Secured Parties with the giving of such notices as the Secured Parties deem necessary or appropriate to inform third parties of the Secured Parties’ security interest in the Collateral, and executing from time to time such additional documents and instruments,  including any financing statements under the Uniform Commercial Code (“UCC”), as amended, and the UCC as in effect in the State of New York, as may be requested by the Secured Parties to perfect, continue or protect the security interest created by this Agreement, including paying the cost of filing the same in all public offices wherever filing is required by applicable law to perfect a security interest or is deemed by the Secured Parties to be necessary or desirable or otherwise to achieve the purposes of this Agreement.

3.3

Notice of Claims.  The Company shall promptly advise the Secured Parties in writing of the initiation of any legal proceedings against the Company which may have an adverse material effect on the Collateral, or the threat thereof. The Company shall promptly notify Secured Parties in writing of any event that materially affects the rights and remedies of Secured Parties in relation to the Collateral, including, but not limited to, the levy of any legal process against the Collateral.

3.4

Discharge.  The Company will pay and discharge promptly as they become due and payable all taxes, assessments and other governmental charges or levies imposed upon their income or upon any of their properties or assets, or upon any part thereof, as well as all lawful claims of any kind which, if unpaid, might by law become a lien or a charge upon the Collateral; provided that the Company shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings promptly initiated and diligently conducted.

3.5

Preserve Collateral.  The Company shall maintain the Collateral in good and saleable condition, repair it as necessary and otherwise deal with the Collateral in all such ways as are considered good practice by owners of like property, use it lawfully and only as permitted by insurance policies, and permit Secured Parties to inspect the Collateral at any reasonable time.

3.6

Deposit Proceeds.  As to Collateral which is inventory or accounts, the Company will, subject to the right of other senior secured creditors, after an Event of Default under the Notes, deposit all cash proceeds as received in a demand deposit account designated by Secured Parties, containing only such proceeds and deliver statements identifying units of inventory disposed of, accounts which give rise to proceeds, all acquisitions and returns of inventory, and all non-cash proceeds other than inventory received in trade, as required by Secured Parties.

3.7

Collect Proceeds.  As to Collateral which is accounts, chattel paper, general intangibles and proceeds, the Company warrants, represents and agrees that if an account debtor shall also be indebted to the Company on another obligation, any payment made by such account debtor not specifically designated to be applied on any particular obligation shall be considered to be a payment on the account in which Secured Parties have a security interest.

3.8

Insure Collateral.  The Company has adequate insurance insuring the Collateral against risks and liability to the extent customarily maintained by businesses similar to the Company.

3.9

Pay Costs.  The Company shall pay all costs and expenses, including reasonable attorneys’ fees, paid or incurred by the Secured Parties to enforce this Agreement, to protect the security interest of the Secured Parties in the Collateral, or to preserve, process, develop, maintain, care for or insure the Collateral, or any part thereof.

3.10

Maintain Company.  The Company will notify Secured Parties immediately of any proposed change in the debtor’s name, identity, corporate structure, location or location of Collateral.

3.11

Fulfill  Obligations.  The Company shall use all reasonable efforts to fulfill its contractual obligations under the Note, this Agreement, the Purchase Agreement and the documents contemplated thereby or hereby.

1

Representations and Warranties.

4.1

Representations and Warranties of the Company.  The Company represents and warrants to the Secured Parties as follows:

a)

The Company is duly organized, validly existing and in good standing under the laws of Delaware and has the power and authority to own and operate its properties, to carry on its business as currently conducted and as proposed to be conducted and to enter into and perform this Agreement.

b)

This Agreement constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

c)

The execution and performance of this Agreement has been duly authorized and will not constitute a breach of or a default under the terms of the organizational documents of the Company or any agreement to which the Company is party or by which it is bound or restrictions on transfer under applicable federal and state securities laws.

d)

Any officers, agents or representatives acting for or on behalf of the Company in connection with this Agreement have been duly authorized and are fully empowered to act in connection with this Agreement and all matters related thereto.

e)

Except as set forth on Schedule 4.1(e), the Company has good and marketable title, free and clear of any and all adverse claims, liens and encumbrances, to the Collateral, free and clear of all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever.

f)

The Company recognizes that in an Event of Default under the Note the Secured Parties may be unable to effect a public sale of all or a part of the Collateral.  The Company understands that private sales so made may be at prices and on other terms less favorable to the Company than if the Collateral were sold at public sales, and agrees that the Secured Parties have no obligation to delay the sale of any of the Collateral.  The Company agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner, if made at arms’ length.

g)

The Company’s principal place of business is as provided in the first paragraph of this Agreement, and the Company keeps its inventory and records concerning accounts, contract rights and other property at the locations set forth on Schedule 4.1(g).

h)

Neither the Company nor, to the best of the Company’s knowledge, any affiliate (as such term is used in Rule 405 under the Securities Act of 1933, as amended) have performed any acts which might prevent the Secured Parties from enforcing any of the terms of this Agreement or which would limit the Secured Parties in any such enforcement.  No Collateral is in the possession of any person (other than the Company) asserting any claim thereto or security interest therein.  The security interests created hereunder constitute valid security interests under the Uniform Commercial Code securing the Notes to the extent that a security interest may be created in the Collateral.

4.1

Representations and Warranties of the Secured Parties.  Each Secured Parties represents and warrants that:

a)

the Secured Party has had an opportunity to discuss the Company’s business, management and financial affairs with its management and to obtain any additional information which the Secured Party has deemed necessary or appropriate for deciding whether or not to accept the Collateral as collateral for the Note, and has had an opportunity to receive, review and understand the disclosures and information regarding the Company’s financial statements, capitalization and other business information as set forth in Company’s filings with the Securities and Exchange Commission.

b)

The Secured Party has such knowledge and experience in financial and business matters, including investments in other early stage companies, that it is capable of evaluating the merits and risks of the Note, and it is able to bear the economic risk of such loan.  Further, the Secured Party has such knowledge and experience in financial and business matters that he or it is capable of utilizing the information made available to him or it in connection with the loan.

c)

If Secured Party is a corporation, partnership, trust or estate: (i) the individual executing and delivering this Agreement on behalf of the Secured Party has been duly authorized and is duly qualified to execute and deliver this Agreement on behalf of Secured Party and (ii) the signature of such individual is binding upon Secured Party.

4.3

Survival of Representations and Warranties.  All of the representations and warranties contained in this Agreement shall survive for so long as any amounts are owed under the Notes.

5

Additional Rights of Secured Parties.

5.1

Choice of Remedies.  After an Event of Default under the Notes and any waiting or notice periods required by New York law, the Secured Parties shall have the right to do any one or more of the following:

a)

Declare any indebtedness under the Notes immediately due and payable.

b)

Enter the premises of the Company and enforce and exercise all of the rights and remedies of secured parties under the UCC of the State of New York.

c)

Require the Company to assemble the Collateral and sell the Collateral, in one or more sales, for cash or on credit or to a wholesaler, retailer or user of the Collateral, at a private or public auction, all of which shall be deemed to be commercially reasonable.

d)

Take such measures as the Secured Parties may consider necessary or desirable to preserve, process, develop, maintain or protect the Collateral or any portion thereof.

e)

Effect the transfer of any securities included in the Collateral into the name of the Secured Parties.

f)

Require the Company to place the interest of the Secured Parties as a lienholder on the certificate of title (or other evidence of ownership) of any vehicle or property owned by the Company or with respect to which the Company holds a beneficial interest.

g)

File or demand the Company file any forms or other documents required to be filed with the United States Patent and Trademark Office, United States Copyright Office, or any filings in any foreign jurisdiction required to secure or protect the Secured Parties’ interest in the Collateral.

h)

Notify an account debtor or the obligor on an instrument, if any, to make payment to the Secured Parties, whether or not the Secured Parties were theretofore  making  collections on the account or instrument.

i)

Take control of any and all proceeds to which the Secured Parties are entitled.

5.1.

No Notice.  The Secured Parties shall have no duty or obligation whatsoever to make or give any presentment, demand for performance, notice of non-performance, notice of protest or notice of dishonor in connection with the Collateral or to take any other action to preserve, protect or defend any right, title or interest of the Company with respect to any of the Collateral.  The Company waives: (a) any right to require the Secured Parties to proceed against any person before any other, or to pursue any other remedy; (b) any right to the benefit of or to direct the application of the Collateral until the obligations secured hereunder have been satisfied in full; (c) any right of subrogation to any lender until the Notes have been satisfied; or (d) any right to require the Secured Parties to (i) exhaust the Collateral, (ii) apply the Collateral in any particular order, (iii) obtain any bond under claim and deliver proceedings or retain possession of and not dispose of the Collateral taken under claim and delivery proceedings until after trial or final judgment.  The Company further waives, to the fullest extent permitted by law, all rights to notice for a judicial hearing prior to the time the Secured Parties takes possession or dispose of the Collateral upon default as provided herein.  The Secured Parties shall not be obligated to make any sale of the Collateral or any part of it if they determine not to do so, regardless of the fact that notice of sale of the Collateral may have been given.  After an Event of Default under the Notes the Secured Parties may, without notice or publication, adjourn a public or private sale of the Collateral, or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.

5.2.

Discharge.  In addition to all other rights given to the Secured Parties herein, the Secured Parties may, but shall not be obligated to, discharge any or all taxes, liens, security interests or other encumbrances at any time levied or placed upon the Collateral.

5.3.

Insure Collateral.  If the Company should fail after reasonable request to deliver evidence of appropriate insurance to the Secured Parties, the Secured Parties may, but shall have no duty to, obtain at the Company’s cost and expense, insurance naming the Secured Parties and/or the Company as a payee, and the cost of such policy shall be secured by this Agreement and repaid by the Company.

5.4.

License.  For purposes of enabling the Secured Parties to exercise their rights and remedies hereunder, the Company hereby grants to the Secured Parties an irrevocable, non-exclusive and assignable license (exercisable without payment or royalty or other compensation by the Secured Parties) to use, license or sublicense any Collateral that constitutes intellectual property, to be exercisable by the Secured Parties solely after an Event of Default under the Notes.

5.5.

Power of Attorney and Notification. If an Event of Default (as defined in the Notes) has occurred and is continuing, the Company does hereby appoint the Secured Parties and its agents as Company’s attorney-in-fact: to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof in its own name or in the name of the Company; to endorse the name of the Company upon any notes, checks, drafts, money orders, or other instruments, documents, receipts or Collateral that may come into its possession and to apply the same in full or part payment of any amounts owing to the Secured Parties; to sign and endorse the name of the Company upon any documents, instruments, drafts against account debtors, assignments, verifications and notices in connection with accounts, and any instrument or document relating thereto or to Company’s rights therein; and to give written notice to any office and officials of the post office to effect such change or changes of address that all mail addressed to Company may be delivered directly to Secured Parties.  If an Event of Default has occurred and is continuing, Company hereby grants to its said attorney-in-fact full power to do any and all things necessary to be done in and about the premises as fully and effectually as Company might or could do, and hereby ratifies all that its attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and is irrevocable for the term of this Agreement for all transactions hereunder and thereafter as long as the Company may be indebted to any Secured Parties under the Notes.

6.

Application of Proceeds.

1.1

Order.  All proceeds of any sale of the Collateral by the Secured Parties shall be applied as follows:

a)

first, to the payment of all reasonable fees and expenses incurred by the Secured Parties, pro rata, in connection with any such sale, including, but not limited to, the expenses of advertising the Collateral to be sold, all court costs and reasonable fees of counsel for the Secured Parties in connection therewith, and the payment of all reasonable costs and expenses paid or incurred by the Secured Parties in connection with the exercise of any right or remedy hereunder, to the extent that such advances, costs and expenses shall not theretofore have been reimbursed to the Secured Parties; and

b)

second, to the payment of 100% of the outstanding principal balance of the Notes, plus accrued interest, if any, on the Notes, pro rata.

6.2

Surplus or Deficiency.  Any surplus shall be delivered to the Company. If there is any deficiency, the Company shall promptly pay it to the Secured Parties on demand.

7.

Duration of Security Interest.  The grant of the security interest, and all other terms and conditions of this Agreement as set forth herein, shall terminate upon the Company’s payment in full of all indebtedness due under the Notes.  On the date that such payment in full occurs, the Secured Parties shall, within ten (10) business days, execute and file such documents and instruments, including a termination statement under the UCC, as may be required to terminate the Secured Parties’ security interest in the Collateral.

8.

Agreement Among the Secured Parties.

(a)

Payment Pro Rata.  Payment to the Secured Parties under the Notes shall be made in proportion to the principal and accrued interest then outstanding on any such date of payment to each, until such obligations are paid or retired in full.

(b)

Sharing of Payments.  If any Secured Party shall at any time receive any payment of principal, interest or other charge arising under a Note, or upon any other obligation of the Company or any sums by virtue of counterclaim, offset, or other lien that may be exercised, or from any security, other than payments made on the same date to all Secured Parties, such Secured Party shall share such payment or payments ratably with the other Secured Parties as to maintain as near as possible the unpaid balance of the loans pro rata according to the Secured Parties’ aggregate proportionate interests.

(c)

Sharing of Collateral. Upon the occurrence of any Event of Default (as defined in Notes), and if the Secured Parties proceed to exercise any rights with respect to the Collateral, the Secured Parties shall share the Collateral and the proceeds of such Collateral ratably, without priority of one over the other.

9.0

Notices.  Any notice, request or other document required or permitted to be given or delivered to one of the parties herein shall be delivered in accordance with the notice provisions of the Purchase Agreement; provided, upon any permitted assignment of this Security Agreement by a Secured Party, the Secured Party shall promptly provide the Company with its contact information.

10.

Miscellaneous.

10.1.

Successors and Assigns.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties.

10.2.

Governing Law.  This  Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law thereof. The parties acknowledge that some or all of the Collateral is or may be located outside of the State of New York and that rights to the Collateral, as against other parties, may be subject to the laws of such jurisdiction(s) where the Collateral is located.

10.3.

Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. This Agreement may be executed by facsimile.

10.4.

Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

10.5.

Attorney’s Fees.  If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the Secured Parties shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which they may be entitled.

10.6.

Waivers.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.  The waiver of any default or event of default hereunder shall not be a waiver of any subsequent default or event of default.  The Secured Parties’ acceptance of partial or delinquent payments or the Secured Parties’ failure to exercise any rights they may have shall not waive any obligation of the Company or any rights of the Secured Parties or otherwise modify this Agreement, or waive any other similar matter.  All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

10.7.

Remedies Cumulative; Specific Performance.  The rights and remedies of the parties hereto shall be cumulative (and not alternative).  The parties to this Agreement agree that, in the event of any breach or threatened breach by the Company to this Agreement of any covenant, obligation or other provision set forth in this Agreement for the benefit of any other party to this Agreement, such other party shall be entitled (in addition to any other remedy that may be available to it) to (a) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision, and (b) an injunction restraining such breach or threatened breach.

10.8.

Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith to achieve the closest comparable terms as is possible. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

10.9.

Venue.  Any action, arbitration, or proceeding arising directly or indirectly from this Agreement or any other instrument or security referenced herein shall be litigated or arbitrated, as appropriate, in the State of New York.

10.10.

Entire Agreement.  This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements regarding the subject matter hereof existing between the parties hereto are expressly cancelled.

10.11.

Exculpation Among Secured Parties.  Each Secured Party acknowledges that it is not relying upon any person, firm or corporation, other than the representations and warranties of the Company contained herein or the Purchase Agreement, in making its investment or decision to accept the Collateral as security for the Notes.

Exhibit 4.4 Form of Security Agreement

IN WITNESS WHEREOF, the Company and the Secured Parties have caused this Agreement to be executed as of the date first above written.

Exhibit 4.4 Form of Security Agreement

EXHIBIT A

This Exhibit A covers all right, title and interest of the Company in, to and under all of the following, wherever located and whether now owned or hereafter owned or acquired:

1.

all “accounts” of the Company, as defined in Section 9-106 of the Uniform Commercial Code (“UCC”), as amended, including, without limitation, all accounts receivable, obligations and contract rights owned or owing the Company;

2.

all “chattel paper” of the Company, as defined in Section 9-105(1)(b) of the UCC;

3.

all contracts, undertakings, franchise agreements or other agreements in or under which the Company may now or hereafter have any right, title or interest;

4.

all “deposit accounts” of the Company, as defined in Section 9-105(e) of the UCC, including, without limitation, any agreement relating to the terms of payment or the terms of performance thereof;

5.

all “documents” of the Company, as defined in Section 9-105(1)(f) of the UCC;

6.

all “equipment” of the Company, as defined in Section 9-109(2) of the UCC;

7.

all “fixtures” of the Company, as defined in Section 9-313(1)(a) of the UCC;

8.

all “general intangibles” of the Company, as defined in Section 9-106 of the UCC;

9.

all “instruments” of the Company, as defined in Section 9-105(1)(i) of the UCC;

10.

all “inventory” of the Company, as defined in Section 9-109(4) of the UCC;

11.

all “investment property” of the Company, as defined in Section 9-115(1)(f) of the UCC;

12.

any “security” of, held by or owned by the Company as defined in Section 8-102(c) of the UCC, including the shares of common stock or any other equity securities of [list name of companies in which the Company holds a shares or other securities].

13.

any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held (collectively, the “Copyrights”);

14.

any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held;

15.

any and all design rights which may be available to the Company now or hereafter existing, created, acquired or held;

16.

all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations in part of the same (collectively, the “Patents”);

17.

any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of the Company connected with and symbolized by such trademarks (collectively, the “Trademarks”);

18.

any and all claims for damages by way of past, present and future infringement of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified above;

19.

all licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights; and

20.

all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents;

21.

all property of the Company held by Secured Parties or any other party for whom the Secured Parties is acting as agent hereunder, including, without limitation, all property of every description now or hereafter in the possession or custody of or in transit to the Company for any purpose, including, without limitation, safekeeping, collection or pledge;

22.

all other goods and personal property of the Company whether tangible or intangible and whether now or hereafter owned or existing, leased, consigned by or to, or acquired by the Company and wherever located; and

23.

to the extent not otherwise included, all “proceeds” as defined in Section 9-306(1) of the UCC of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing.

Exhibit 4.4 Form of Security Agreement

Schedule 4.1(e)

Exhibit 4.4 Form of Security Agreement

Schedule 4.1(g)

Exhibit 4.5 Financial Advisory /Investment Banking Agreement with Duncan Capital LLC, as amended

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