THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE

NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT

AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,

OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE

REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF

COUNSEL REASONABLY SATISFACTORY TO ENDOVASC LTD., INC. THAT SUCH REGISTRATION IS

NOT REQUIRED.



              Right to Purchase 100,000 Shares of Common Stock of Endovasc Ltd.,

                                 Inc. (subject to adjustment as provided herein)



                          COMMON STOCK PURCHASE WARRANT



No. 2001-2                                          Issue Date:  August 17, 2001



         ENDOVASC LTD., INC., a corporation organized under the laws of the

State of Nevada (the "Company"), hereby certifies that, for value received,

LAURUS MASTER FUND, LTD., or assigns, is entitled, subject to the terms set

forth below, to purchase from the Company from and after the Issue Date of this

Warrant and at any time or from time to time before 5:00 p.m., New York time,

through five (5) years after such date (the "Expiration Date"), up to 100,000

fully paid and nonassessable shares of Common Stock (as hereinafter defined),

$.001 par value per share, of the Company, at a purchase price of the lesser of

(i) $0.0612 per share or (ii) 120% of the average of the three lowest closing

prices of the Common Stock as reported by Bloomberg Financial for the Principal

Market (as defined in the Subscription Agreement hereinafter referred to) for

the ten trading days immediately preceding the date of the exercise of this

Warrant (such purchase price per share as adjusted from time to time as herein

provided is referred to herein as the "Purchase Price"). The number and

character of such shares of Common Stock and the Purchase Price are subject to

adjustment as provided herein.



         As used herein the following terms, unless the context otherwise

requires, have the following respective meanings:



         (a) The term "Company" shall include  Endovasc Ltd.,  Inc. and any

corporation  which shall succeed or assume the obligations of Endovasc Ltd.,

Inc. hereunder.



         (b) The term "Common Stock" includes (a) the Company's Common Stock,

$.001 par value per share, as authorized on the date of the Subscription

Agreement referred to in Section 9 hereof, (b) any other capital stock of any

class or classes (however designated) of the Company, authorized on or after

such date, the holders of which shall have the right, without limitation as to

amount, either to all or to a share of the balance of current dividends and

liquidating dividends after the payment of dividends and distributions on any

shares entitled to preference, and the holders of which shall ordinarily, in the

absence of contingencies, be entitled to vote for the election of a majority of

directors of the Company (even if the right so to vote has been suspended by the

happening of such a contingency) and (c) any other securities into which or for

which any of the securities described in (a) or (b) may be converted or

exchanged pursuant to a plan of recapitalization, reorganization, merger, sale

of assets or otherwise.



         (c) The term "Other Securities" refers to any stock (other than Common

Stock) and other securities of the Company or any other person (corporate or

otherwise) which the holder of the Warrant at any time shall be entitled to

receive, or shall have received, on the exercise of the Warrant, in lieu of or

in addition to Common Stock, or which at any time shall be issuable or shall

have been issued in exchange for or in replacement of Common Stock or Other

Securities pursuant to Section 4 or otherwise.



                                        1

{PAGE}

         1.       Exercise of Warrant.

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



                  1.1. Number of Shares Issuable upon Exercise. From and after

the date hereof through and including the Expiration Date, the holder hereof

shall be entitled to receive, upon exercise of this Warrant in whole in

accordance with the terms of subsection 1.2 or upon exercise of this Warrant in

part in accordance with subsection 1.3, shares of Common Stock of the Company,

subject to adjustment pursuant to Section 4.



                  1.2. Full Exercise. This Warrant may be exercised in full by

the holder hereof by delivery of an original or fax copy of the form of

subscription attached as Exhibit A hereto (the "Subscription Form") duly

executed by such holder and surrender of the original Warrant within seven days

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC