THE SECURITIES REPRESENTED BY THIS WARRANT AND THE COMMON STOCK ISSUABLE THEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW AND, ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER, THE SECURITIES ACT AND IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS.

This Post-Maturity Warrant to Purchase Common Stock (the "Warrant") certifies that for value received, [__________________] (the "Holder"), or its assigns, is entitled to subscribe for and purchase from the Company (as hereinafter defined), in whole or in part, [______________] shares of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (as hereinafter defined) at the initial Exercise Price (as hereinafter defined), subject, however, to the provisions and upon the terms and conditions hereinafter set forth.  The number of Warrants (as hereinafter defined), the number of shares of Common Stock purchasable hereunder, and the Exercise Price therefor are subject to adjustment as hereinafter set forth.  This Warrant and all rights hereunder shall expire at 5:00 p.m., New York City time, on [______________], 2014.

This Warrant is issued pursuant to Section 2.4 of the 12% Promissory Note (as such term is hereinafter defined) held by the Holder.

As used herein, the following terms shall have the meanings set forth below:

“ 12% Promissory Note” shall mean the 12% Promissory Note of the Company dated August ____, 2008 made and delivered pursuant to the Subscription Agreement between the Company and the original holder of the 12% Promissory Note dated July _____, 2008.

" Company " shall mean Boomerang Systems, Inc., a Delaware corporation, and shall also include any successor thereto with respect to the obligations hereunder, by merger, consolidation or otherwise.

" Common Stock " shall mean and include the Company's Common Stock, par value $0.001 per share, authorized on the date of the original issue of this Warrant and shall also include (i) in case of any reorganization, reclassification, consolidation, merger, share exchange or sale, transfer or other disposition of assets of the character referred to in Section 3.2 hereof, the stock or securities provided for in such Section, and (ii) any other shares of common stock of the Company into which such shares of Common Stock may be converted.

" Exercise Price " shall mean the initial purchase price of $______ per share of Common Stock, with such Exercise Price determined as provided in Section 2.4 of the 12% Promissory Note, payable upon exercise of the Warrants.  After issuance of this Warrant, the Exercise Price is subject to adjustment from time to time pursuant to the provisions hereof.

" Person " means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

" Securities Act " means the Securities Act of 1933, as amended.

" Warrant " shall mean the right upon exercise to purchase one Warrant Share.

" Warrant Shares " shall mean the shares of Common Stock purchased or purchasable by the holder hereof upon the exercise of the Warrants.

1.1                       Method of Exercise .  The Warrants represented hereby may be exercised by the holder hereof, in whole or in part, at any time and from time to time on or after the date hereof until 5:00 p.m., New York City time, on [____________], 2014.  To exercise the Warrants, the holder hereof shall deliver to the Company, at the Warrant Office designated in Section 4.6 hereof, (i) a written notice in the form of the Subscription Notice attached as an exhibit hereto, stating therein the election of such holder to exercise the Warrants in the manner provided in the Subscription Notice; (ii) payment in full of the Exercise Price in cash or by bank check for all Warrant Shares purchased hereunder.  The Warrants shall be deemed to be exercised on the date of receipt by the Company of the Subscription Notice, accompanied by payment for the Warrant Shares and surrender of this Warrant, as aforesaid, and such date is referred to herein as the "Exercise Date".  Upon such exercise, the Company shall, as promptly as practicable and in any event within ten (10) business days, issue and deliver to such holder a certificate or certificates for the full number of the Warrant Shares purchased by such holder hereunder, and shall, unless the Warrants have expired, deliver to the holder hereof a new Warrant representing the number of Warrants, if any, that shall not have been exercised, in all other respects identical to this Warrant.  As permitted by applicable law, the Person in whose name the certificates for Common Stock are to be issued shall be deemed to have become a holder of record of such Common Stock on the Exercise Date and shall be entitled to all of the benefits of such holder on the Exercise Date, including without limitation, the right to receive dividends and other distributions for which the record date falls on or after the Exercise Date and the right to exercise voting rights.

1.2                       Expenses and Taxes .  The Company shall pay all expenses and taxes (including, without limitation, all documentary, stamp, transfer or other transactional taxes) other than income taxes attributable to the preparation, issuance or delivery of the Warrants and of the shares of Common Stock issuable upon exercise of the Warrants.

1.3                       Reservation of Shares .  The Company shall reserve at all times so long as the Warrants remain outstanding, free from preemptive rights, out of its treasury Common Stock or its authorized but un-issued shares of Common Stock, or both, solely for the purpose of effecting the exercise of the Warrants, a sufficient number of shares of Common Stock to provide for the exercise of the Warrants.

1.4                       Valid Issuance .  All shares of Common Stock that may be issued upon exercise of the Warrants will, upon issuance by the Company, be duly and validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof and, without limiting the generality of the foregoing, the Company shall take no action or fail to take any action which will cause a contrary result (including, without limitation, any action that would cause the Exercise Price to be less than the par value, if any, of the Common Stock).

1.5                       12% Promissory Note .  The Warrants represented hereby are issued and sold pursuant to Company’s 12% Promissory Note dated as of August 8, 2008 (or such later date as the subscriber’s subscription price is received and collected by the Company).  The terms of the 12% Promissory Note are hereby incorporated herein to the extent applicable.  Notwithstanding the previous sentence, in the event of any conflict between the provisions of the 12% Promissory Note and of this Warrant, the provisions of this Warrant shall control.

1.6                       Acknowledgment of Rights .  At the time of the exercise of the Warrants in accordance with the terms hereof and upon the written request of the holder hereof, the Company will acknowledge in writing its continuing obligation to afford to such holder any rights to which such holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant; provided , however , that if the holder hereof shall fail to make any such request, such fai