EXHIBIT
      10.1

    


    October
      17, 2007

    


    Debt
      Resolve, Inc.

    707
      Westchester Avenue, Suite L7

    White
      Plains, New York 10604

     

    Gentlemen:

     

    This
      letter agreement sets forth the terms and conditions under which Mr. William
      M.
      Mooney (“Lender”), agrees to provide a $275,000 line of credit to Debt Resolve,
      Inc., a Delaware corporation ("Debt Resolve").

     

    1. Line
      of Credit.

     

    (a) Subject
      to the terms and conditions hereof and the Non-Negotiable Promissory Note of
      even date herewith made by Debt Resolve in favor of Lender (the "Note"), the
      form of which is attached hereto as Exhibit A, Lender agrees from time to time
      to make loans (each, a "Loan") to Debt Resolve up to a maximum aggregate amount
      of $275,000. Debt Resolve shall use the proceeds of each Loan for its working
      capital needs, including to support the operations of Debt Resolve’s
      debt-collection subsidiary, First Performance Corporation. Interest on the
      outstanding principal amount of the Note shall be at a rate of twelve percent
      (12%) per annum, as more fully set forth in the Note. 

     

    (b) By
      written request to Lender, accompanied by a description of the use(s) of such
      loan proceeds, Debt Resolve may from time to time request that Lender make
      a
      Loan in the amount specified therein and Lender will make such Loan. Subject
      to
      Lender's review and approval of the written request, Lender shall disburse
      the
      amount of the Loan requested by wire transfer in immediately available funds
      to
      an account or accounts designated in writing by Debt Resolve, or by check if
      mutually agreed, within two (2) business days following Debt Resolve's written
      request. Each such request for a Loan shall constitute Debt Resolve's
      representation and warranty to Lender that no Event of Default (as such term
      is
      defined in the Note) exists at such time, or would occur after giving effect
      to
      any such Loan.

     

    (c) Except
      as
      otherwise provided in Section 2 below, by not less than thirty (30) days’
written notice to Debt Resolve, Lender may demand that payment of the entire
      principal balance then outstanding of the Note, together with accrued interest,
      be made on any date after the date hereof, and Debt Resolve will pay the entire
      amount thereof in cash on such date. The Note may, at the option of Debt
      Resolve, be prepaid at any time in whole or in part, without premium or penalty.
      

     

    2. Mandatory
      Payments.
      During
      the term of the Note, Debt Resolve will pay, in whole or in part, the principal
      balance then outstanding of the Note, together with accrued interest, with
      the
      cash proceeds from the issuance of any note, bond, debenture, evidence of
      indebtedness, share of capital stock or any other security ("securities"),
      other
      than working capital financing or secured financing of assets in the ordinary
      course of business, issued by Debt Resolve after the date hereof (a
      "Financing"). 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. Change
      in Control.
      A
      Change in Control (as defined below) during the term of the Note shall be
      considered an Event of Default, in which case Debt Resolve shall be required,
      unless waived by Lender in whole or in part, to pay the entire principal balance
      then outstanding of the Note, together with accrued interest, on or within
      ten
      (10) days following the Change in Control. A "Change in Control" shall be deemed
      to have occurred when (a) a third person, including a "group," as such term
      is
      defined in Section 13(d)(3) of the Securities Exchange Act of 1934, other than
      Lender or its affiliates, becomes (other than as a result of a purchase from
      Debt Resolve) the beneficial owner of shares of Debt Resolve having 50% or
      more
      of the total number of votes that may be cast for the election of directors
      of
      Debt Resolve and such beneficial owner continues for five consecutive days,
      or
      (b) as a result of, or in connection with, any cash tender or exchange offer,
      merger or other business combination, sale of assets or contested election
      or
      any combination of the foregoing transactions, the persons who were directors
      of
      Debt Resolve before such transaction shall cease for any reason to constitute
      at
      least a majority of the Board of Directors of Debt Resolve or any
      successor.

     

    4. Representations.
      Each of
      the parties hereto represents severally and as to itself only that this letter
      agreement has been duly authorized, executed and delivered by it and, assuming
      the due authorization, execution and delivery of this letter agreement by the
      other party hereto, constitutes its legal, valid and binding obligation,
      enforceable against it in accordance with its terms, except to the extent that
      enforceability (x) may be limited by bankruptcy, insolvency or other similar
      laws affecting or relating to the enforcement of creditors' rights generally
      and
      (y) is subject to general principles of equity (whether such enforceability
      is
      considered in a proceeding in equity or at law).

     

    5. Notices.
      All
      notices, requests and demands to or upon Debt Resolve or Lender to be effective
      shall be in writing and shall be deemed to have been duly given or made when
      delivered by hand, or when sent by certified mail, postage prepaid, addressed
      as
      follows or to such other address as may hereafter be notified by the respective
      parties hereto:

     

    
      	
            	Debt
              Resolve:	
              Debt
                Resolve Inc.

              707
                Westchester Avenue, Suite L7

              White
                Plains, New York 10604

              Attn:
                Mr. Richard Rosa, President

            


    

    
      
         

        
          	
                	Lender:	
                  Debt
                    Resolve Inc.

                  707
                    Westchester Avenue, Suite L7

                  White
                    Plains, New York 10604

                  Attn:
                    Mr. William M.
                    Mooney

                


        

      

    

     
      

    6. Miscellaneous.
      This
      letter agreement and the Note represent the entire agreement and understanding
      between Lender and Debt Resolve with respect to the subject matter hereof.
      This
      letter agreement and the Note may not be amended except by an instrument in
      writing executed by Lender and Debt Resolve. This letter agreement shall be
      governed by and construed in accordance with the laws of the State of New York,
      without giving effect to its choice of law rules. This letter agreement may
      be
      executed in counterparts.

     

    7. Warrant.
      The Company shall, within seven (7) days from the date hereof, issue to the
      Lender a warrant (in the form attached hereto as Exhibit A) to purchase up
      to
      137,500 shares of the Company’s common stock, at an exercise price of $2.00 per
      share.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    If
      the
      foregoing correctly sets forth our agreement, please acknowledge your acceptance
      of the terms of this letter agreement by signing and returning a copy of this
      letter agreement and the Note to the undersigned. 

     

    
      	 	 	 
	 	Very
              truly
              yours,
	 
 	 
 	 
 
	 	By:  	/s/ William
              M.
              Mooney                                     
              
	 	William M. Mooney
	 	 


    

     

    Agreed
      and Accepted

    this
      October 17, 2007

     

    DEBT
      RESOLVE INC.

     

    By:
      /s/
      James D. Burchetta  

    James
      D.
      Burchetta

    Chief
      Executive Officer

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A--NON-NEGOTIABLE PROMISSORY NOTE

    


    Dated:
      October 17, 2007

     

    FOR
      VALUE
      RECEIVED, the undersigned, DEBT RESOLVE, INC., a Delaware corporation ("Debt
      Resolve"), promises to pay to William M. Mooney ("Lender"), at the offices of
      Debt Resolve, or at such commercial bank within the United States of America
      as
      Lender may designate to Debt Resolve from time to time, in lawful money of
      the
      United States of America and in immediately available funds, the outstanding
      amount of all loans made by Lender to Debt Resolve from time to time in
      accordance with the provisions hereof. Debt Resolve further agrees to pay
      interest in like money at such office or commercial bank on the unpaid aggregate
      principal amount hereof at a rate equal to twelve percent (12%) per annum.
      

     

    1. Principal
      and interest shall be due and payable in the manner set forth
      below:

     

    (a) Accrued
      interest on the unpaid principal amount hereof shall be paid monthly in cash;
      

     

    (b) Debt
      Resolve will pay, in whole or in part, the principal balance then outstanding
      of
      this Note, together with accrued interest, on or within two (2) days after
      each
      date Debt Resolve receives cash proceeds of a Financing, as such term is defined
      in the letter agreement of even date herewith between Debt Resolve and Lender
      (the "Letter Agreement").

     

    (c) By
      not
      less than thirty (30) days’ written notice to Debt Resolve, Lender may demand
      that payment of the entire principal balance then outstanding of this Note,
      together with accrued interest, be made on any date after the date hereof,
      and
      Debt Resolve will pay the entire amount thereof in cash on such date.


     

    (d) All
      payments (including prepayments) made hereunder shall be applied first to the
      payment of accrued and unpaid interest, with the balance remaining applied
      to
      the payment of the unpaid principal balance of this Note.

     

    (e) This
      Note
      may, at the option of Debt Resolve, be prepaid at any time in whole or in part,
      without premium or penalty.

     

    2. Debt
      Resolve is borrowing the principal sum of this Note pursuant to the Letter
      Agreement, the terms of which are incorporated herein by reference and supersede
      the terms of this Note in the event of any conflict. This Note shall be
      non-negotiable.

     

    3. [Section
      Intentionally Omitted.]

     

    4. Lender
      is
      authorized to record the date and amount of each loan made by it and the date
      and amount of each payment, prepayment or reduction of the principal amount
      hereof on the schedule annexed hereto and made a part hereof, and any such
      recordation shall constitute prima
      facie
      evidence
      of the accuracy of the information so recorded.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    5. Notwithstanding
      any provision to the contrary contained in this Note, it is expressly agreed
      that the entire principal amount outstanding at any time under this Note, and
      all accrued and unpaid interest, shall immediately become due and payable
      (without demand for payment, notice of non-payment, presentment, notice of
      dishonor, protest, notice of protest or any other notice, all of which are
      hereby expressly waived by Debt Resolve):

     

    (a) upon
      the
      default in the payment of any interest or principal due under this Note, which
      default continues uncured for a period of ten (10) days; 

     

    (b) if
      Debt
      Resolve shall make an assignment for the benefit of creditors; or shall admit
      in
      writing its inability to pay its debts; or if a receiver or trustee shall be
      appointed for Debt Resolve or for substantially all of its assets and, if
      appointed without its consent, such appointment is not discharged or stayed
      within thirty (30) days; or if proceedings under any law relating to bankruptcy,
      insolvency or the reorganization or relief of debtors are instituted by or
      against the Debt Resolve and, if contested by it, are not dismissed or stayed
      within thirty (30) days; or if any writ of attachment or execution or any
      similar process is issued or levied against Debt Resolve or any significant
      part
      of its property and is not released, stayed, bonded or vacated within thirty
      (30) days after its issue or levy; or if Debt Resolve takes corporate action
      in
      furtherance of any of the foregoing; 

     

    (c) [Section
      Intentionally Omitted]

     

    (d) after
      a
      Change in Control, as provided, and as such term is defined, in the Letter
      Agreement (each, an "Event of Default"); or

     

    (e) any
      event
      of default which results in the acceleration of indebtedness of Debt Resolve
      to
      any other person under any note, indenture, agreement or undertaking and that
      is
      not cured within thirty (30) days. 

     

    5. All
      notices, requests and demands to or upon Debt Resolve or Lender to be effective
      shall be in writing and shall be deemed to have been duly given or made when
      delivered by hand, or when sent by certified mail, postage prepaid, addressed
      as
      follows or to such other address as may hereafter be notified by the respective
      parties hereto:

    
       

      
        	
              	Debt
                Resolve:	
                Debt
                  Resolve Inc.

                707
                  Westchester Avenue, Suite L7

                White
                  Plains, New York 10604

                Attn:
                  Mr. James D. Burchetta,

                Co-Chairman
                  and Chief Executive
                  Officer

              


      

      
        
           

          
            	
                  	Lender:	
                    Debt
                      Resolve Inc.

                    707
                      Westchester Avenue, Suite L7

                    White
                      Plains, New York 10604

                    Attn:
                      Mr. William B.
                      Mooney

                  


          

        

      

    

     

    No
      failure or delay on the part of Lender in exercising any of its rights, powers
      or privileges hereunder shall operate as a waiver thereof, nor shall a single
      or
      partial exercise thereof preclude any other or further exercise of any right,
      power or privilege. Debt Resolve hereby waives demand for payment, notice of
      non-payment, presentment, notice of dishonor, protest, notice of protest or
      any
      other notice in connection with the delivery, acceptance, performance or
      enforcement of this Note.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    7. In
      case
      any one or more Events of Default shall occur and be continuing, Lender may
      proceed to protect and enforce its rights by an action at law, suit in equity
      or
      other appropriate proceeding. Debt Resolve shall pay all reasonable costs of
      collection when incurred, including reasonable attorneys' fees.

     

    8. This
      Note
      shall be governed by and construed in accordance with the laws of the State
      of
      New York, without giving effect to its choice of law rules.

     

    IN
      WITNESS WHEREOF, Debt Resolve has executed this Non-Negotiable Promissory Note
      as of the date first above written. 

     

    
      	 	 	 
	 	DEBT
              RESOLVE,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              James
                D. Burchetta

              Chief
                Executive Officer

            
	 	 


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

       

      GRID
        PROMISSORY NOTE SCHEDULE

    

    


    
      	
              Date   

            	 	
              Amount
                of

              Loan

            	 	
              Amount
                of

              Principal
                Paid

              or
                Prepaid

            	 	
              Unpaid
                Principal

              Amount
                of

              Note

            	 	
              Available

              Line
                of 

              Credit

            	 	
              Notation

                Made
                By

            
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    EXHIBIT
      B-- FORM OF WARRANT

    


    


    THE
      SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SECURITIES HAVE BEEN
      ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
      DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR
      TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT
      AS TO
      THESE SECURITIES OR (2) THERE IS AN OPINION OF COUNSEL, SATISFACTORY TO THE
      CORPORATION, THAT AN EXEMPTION THEREFROM IS AVAILABLE (PROVIDED THAT NO SUCH
      OPINION OF COUNSEL SHALL BE REQUIRED FOR SALES PURSUANT TO RULE 144 UNDER THE
      ACT).

     

    DEBT
      RESOLVE, INC.

     

    WARRANT

    to
      Purchase Common Stock

     

    THIS
      WARRANT IS TO CERTIFY THAT William M. Mooney (the “Purchaser"),
      is
      entitled to purchase from Debt Resolve, Inc., a Delaware corporation (the
      "Company"),
      137,500 shares of the Company's Common Stock, par value $.001 per share (the
      "Common Stock"), at the Exercise Price.

     

    SECTION
      1. Certain
      Definitions.

     

    As
      used
      in this Warrant, unless the context otherwise requires:

     

    "Charter"
      shall
      mean the Certificate of Incorporation of the Company, as in effect from time
      to
      time.

     

    "Exercise
      Price"
      shall
      mean $2.00 per share of Common Stock, as adjusted from time to time pursuant
      to
      Section 3 hereof.

     

    "Securities
      Act"
      shall
      mean the Securities Act of 1933, as amended.

     

    "Warrant"
      shall
      mean this Warrant and all additional or new warrants issued upon division or
      combination of, or in substitution for, this Warrant. All such additional or
      new
      warrants shall at all times be identical as to terms and conditions and date,
      except as to the number of shares of Warrant Stock for which they may be
      exercised.

     

    "Warrantholder"
      shall
      mean the Purchaser, as the initial holder of this Warrant, and its nominees,
      successors or assigns, including any subsequent holder of this Warrant to whom
      it has been legally transferred.

     

    "Warrant
      Stock"
      shall
      mean the shares of the Company's Common Stock purchasable by the holder of
      this
      Warrant upon the exercise of such Warrant.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    SECTION
      2. Exercise
      of Warrant.

     

    (a) At
      any
      time after the Effective Date (as hereinafter defined) but prior to the date
      which is five years next following the Effective Date (the "Expiration Date"),
      the Purchaser may at any time and from time to time exercise this Warrant,
      in
      whole or in part. The “Effective Date” shall mean the date upon which the
      Company consummates a public offering of the Common Stock. 

     

    (b)(i) The
      Warrantholder shall exercise this Warrant by means of delivering to the Company
      at its office identified in Section 14 hereof (i) a written notice of exercise,
      including the number of shares of Warrant Stock to be delivered pursuant to
      such
      exercise, (ii) this Warrant and (iii) payment equal to the Exercise Price in
      accordance with Section 3(b)(ii). In the event that any exercise shall not
      be
      for all shares of Warrant Stock purchasable hereunder, a new Warrant registered
      in the name of the Warrantholder, of like tenor to this Warrant and for the
      remaining shares of Warrant Stock purchasable hereunder, shall be delivered
      to
      the Warrantholder within ten (10) days of any such exercise. Such notice of
      exercise shall be in the Subscription Form set out at the end of this
      Warrant.

     

    (ii) The
      Warrantholder shall pay the Exercise Price to the Company either by cash,
      certified check or wire transfer.

     

    (c) Upon
      exercise of this Warrant and delivery of the Subscription Form with proper
      payment relating thereto, the Company shall cause to be executed and delivered
      to the Warrantholder a certificate or certificates representing the aggregate
      number of fully-paid and nonassessable shares of Warrant Stock issuable upon
      such exercise.

     

    (d) The
      stock
      certificate or certificates for Warrant Stock to be delivered in accordance
      with
      this Section 2 shall be in such denominations as may be specified in said notice
      of exercise and shall be registered in the name of the Warrantholder or such
      other name or names as shall be designated in said notice. Such certificate
      or
      certificates shall be deemed to have been issued and the Warrantholder or any
      other person so designated to be named therein shall be deemed to have become
      the holder of record of such shares, including to the extent permitted by law
      the right to vote such shares or to consent or to receive notice as
      stockholders, as of the time said notice is delivered to the Company as
      aforesaid.

     

    (e) The
      Company shall pay all expenses payable in connection with the preparation,
      issue
      and delivery of stock certificates under this Section 2.

     

    (f) All
      shares of Warrant Stock issuable upon the exercise of this Warrant in accordance
      with the terms hereof shall be validly issued, fully paid and nonassessable,
      and
      free from all liens and other encumbrances thereon, other than liens or other
      encumbrances created by the Warrantholder.

     

    (g) In
      no
      event shall any fractional share of Warrant Stock of the Company be issued
      upon
      any exercise of this Warrant. If, upon any exercise of this Warrant, the
      Warrantholder would, except as provided in this paragraph, be entitled to
      receive a fractional share of Warrant Stock, then the Company shall either
      (a)
      deliver in cash to such holder an amount equal to such fractional interest,
      or
      (b) issue a full share in lieu of such fractional share.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    SECTION
      3. Adjustment
      of Exercise Price and Warrant Stock.

     

    (a) If,
      at
      any time prior to the Expiration Date, the number of outstanding shares of
      Common Stock is (i) increased by a stock dividend payable in shares of Warrant
      Stock or by a subdivision or split-up of shares of Common Stock, or (ii)
      decreased by a combination of shares of Common Stock, then, following the record
      date fixed for the determination of holders of Common Stock entitled to receive
      the benefits of such stock dividend, subdivision, split-up, or combination,
      the
      Exercise Price shall be adjusted to a new amount equal to the product of (A)
      the
      Exercise Price in effect on such record date, and (B) the quotient obtained
      by
      dividing (x) the number of shares of Warrant Stock into which this Warrant
      would
      be exercisable on such record date (without giving effect to the event referred
      to in the foregoing clause (i) or (ii)), by (y) the number of shares of Warrant
      Stock which would be outstanding immediately after the event referred to in
      the
      foregoing clause (i) or (ii), if this Warrant had been exercised immediately
      prior to such record date.

     

    (b) Upon
      each
      adjustment of the Exercise Price as provided in Section 3(a), the Warrantholder
      shall thereafter be entitled to subscribe for and purchase, at the Exercise
      Price resulting from such adjustment, the number of shares of Warrant Stock
      equal to the product of (i) the number of shares of Warrant Stock into which
      this Warrant would be exercisable prior to such adjustment and (ii) the quotient
      obtained by dividing (A) the Exercise Price existing prior to such adjustment
      by
      (B) the new Exercise Price resulting from such adjustment.

     

    SECTION
      4. Division
      and Combination.

     

    This
      Warrant may be divided or combined with other Warrants upon presentation 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
      Warrantholder or its agent or attorney. The Company shall pay all expenses
      in
      connection with the preparation, issue and delivery of Warrants under this
      Section 4. The Company agrees to maintain at its aforesaid office books for
      the
      registration of the Warrants.

     

    SECTION
      5. Reclassification,
      Etc.

     

    In
      case
      of any reclassification or change of the outstanding Warrant Stock of the
      Company (other than as a result of a subdivision, combination or stock
      dividend), or in case of any consolidation of the Company with, or merger of
      the
      Company into, another corporation or other business organization (other than
      a
      consolidation or merger in which the Company is the continuing corporation
      and
      which does not result in any reclassification or change of the outstanding
      Warrant Stock of the Company) at any time prior to the Expiration Date, then,
      as
      a condition of such reclassification, reorganization, change, consolidation
      or
      merger, lawful provision shall be made, and duly executed documents evidencing
      the same from the Company or its successor shall be delivered to the
      Warrantholder, so that the Warrantholder shall have the right prior to the
      Expiration Date to purchase, at a total price not to exceed that payable upon
      the exercise of this Warrant, the kind and amount of shares of stock and other
      securities and property receivable upon such reclassification, reorganization,
      change, consolidation or merger by a holder of the number of shares of Warrant
      Stock of the Company which might have been purchased by the Warrantholder
      immediately prior to such reclassification, reorganization, change,
      consolidation or merger, and in any such case appropriate provisions shall
      be
      made with respect to the rights and interest of the Warrantholder to the end
      that the provisions hereof (including provisions for the adjustment of the
      Exercise Price and of the number of shares purchasable upon exercise of this
      Warrant) shall thereafter be applicable in relation to any shares of stock
      and
      other securities and property thereafter deliverable upon exercise
      hereof.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    SECTION
      6. Reservation
      and Authorization of Capital Stock.

     

    The
      Company shall, at all times on and after the date hereof, reserve and keep
      available for issuance such number of its authorized but unissued shares of
      Common Stock as will be sufficient to permit the exercise in full of all
      outstanding Warrants.

     

    SECTION
      7. Rights
      of Stockholders.

     

    Nothing
      contained herein be construed to confer upon the holder of this Warrant, as
      such, any of the rights of a stockholder of the Company or any right to vote
      for
      the election of directors or upon any matter submitted to stockholders at any
      meeting thereof, or to give or withhold consent to any corporate action (whether
      upon any recapitalization, issuance of stock, reclassification of stock, change
      of par value or change of stock to no par value, consolidation, merger,
      conveyance, or otherwise) or to receive notice of meetings, or to receive
      dividends or subscription rights or otherwise until the Warrant shall have
      been
      exercised and the certificates representing the Warrant Stock shall have been
      issued, as provided herein.

     

    SECTION
      8. Stock
      and Warrant Books.

     

    The
      Company will not at any time, except upon dissolution, liquidation or winding
      up, close its stock books or warrant books so as to result in preventing or
      delaying the exercise of any Warrant.

     

    SECTION
      9. Limitation
      of Liability.

     

    No
      provisions hereof, in the absence of affirmative action by the Warrantholder
      to
      purchase Warrant Stock hereunder, shall give rise to any liability of the
      Warrantholder to pay the Exercise Price or as a stockholder of the Company
      (whether such liability is asserted by the Company or creditors of the
      Company).

     

    SECTION
      10. Transfer.

     

    This
      Warrant may be transferred only upon the written consent of the Company, which
      approval shall not be unreasonably withheld or delayed. Any Warrants issued
      upon
      the transfer of this Warrant shall be numbered and shall be registered in a
      Warrant Register as they are issued. The Company shall be entitled to treat
      the
      registered holder of any Warrant on the Warrant Register as the owner in fact
      thereof for all purposes and shall not be bound to recognize any equitable
      or
      other claim to, or interest in, such Warrant on the part of any other person,
      and shall not be liable for any registration of transfer of Warrants that are
      registered or to be registered in the name of a fiduciary or the nominee of
      a
      fiduciary unless made with the actual knowledge that a fiduciary or nominee
      is
      committing a breach of trust in requesting such registration or transfer, or
      with the knowledge of such facts that its participation therein amounts to
      bad
      faith. This Warrant shall be transferable only on the books of the Company
      upon
      delivery thereof duly endorsed by the Holder or by his duly authorized attorney
      or representative, or accompanied by proper evidence of succession, assignment,
      or authority to transfer. In all cases of transfer by an attorney, executor,
      administrator, guardian, or other legal representative, duly authenticated
      evidence of his or its authority shall be produced. Upon any registration of
      transfer, the Company shall deliver a new Warrant or Warrants to the person
      entitled thereto. This Warrant may be exchanged, at the option of the Holder
      thereof, for another Warrant, or other Warrants of different denominations,
      of
      like tenor and representing in the aggregate a like amount, upon surrender
      to
      the Company or its duly authorized agent. Notwithstanding the foregoing, the
      Company shall have no obligation to cause Warrants to be transferred on its
      books to any person if, in the opinion of counsel to the Company, such transfer
      does not comply with the provisions of the Securities Act and the rules and
      regulations thereunder.

     

    
      
         

      

      
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    SECTION
      11. Investment Representations; Restrictions on Warrant
      Stock.

     

    Unless
      a
      current registration statement under the Securities Act shall be in effect
      with
      respect to the Warrant Stock to be issued upon exercise of this Warrant, the
      Warrantholder, by accepting this Warrant, covenants and agrees that, at the
      time
      of exercise hereof, and at the time of any proposed transfer of Warrant Stock
      acquired upon exercise hereof, such Warrantholder will deliver to the Company
      a
      written statement that the securities acquired by the Warrantholder upon
      exercise hereof are for the account of the Warrantholder or are being held
      by
      the Warrantholder as trustee, investment manager, investment advisor or as
      any
      other fiduciary for the account of the beneficial owner or owners for investment
      and are not acquired with a view to, or for sale in connection with, any
      distribution thereof (or any portion thereof) and with no present intention
      (at
      any such time) of offering and distributing such securities (or any portion
      thereof).

     

    SECTION
      12. Loss, Destruction of Warrant Certificates.

     

    Upon
      receipt of evidence satisfactory to the Company of the loss, theft, destruction
      or mutilation of any warrant and, in the case of any such loss, theft or
      destruction, upon receipt of indemnity and/or security satisfactory to the
      Company or, in the case of any such mutilation, upon surrender and cancellation
      of such Warrant, the Company will make and deliver, in lieu of such lost,
      stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and
      representing the right to purchase the same aggregate number of shares of
      Warrant Stock.

     

    SECTION
      13. Amendments.

     

    The
      terms
      of this Warrant may be amended, and the observance of any term herein may be
      waived, but only with the written consent of the Company and the
      Warrantholder.

     

    SECTION
      14. Notices Generally.

     

    Any
      notice, request, consent, other communication or delivery pursuant to the
      provisions hereof shall be in writing and shall be sent by one of the following
      means: (i) by registered or certified first class mail, postage prepaid, return
      receipt requested; (ii) by facsimile transmission with confirmation of receipt;
      (iii) by overnight courier service; or (iv) by personal delivery, and shall
      be
      properly addressed to the Warrantholder at the last known address or facsimile
      number appearing on the books of the Company, or, except as herein otherwise
      expressly provided, to the Company at its principal executive office at Debt
      Resolve, Inc., 707 Westchester Avenue, Suite L7, White Plains, NY 10604 (fax:
      (914) 428-3044), Attention: Mr. James D. Burchetta, President and Chief
      Executive Officer; with a copy to: Spencer G. Feldman, Esq., Greenberg Traurig,
      LLP, MetLife Building, 200 Park Avenue, New York, NY 10166 (fax: (212)
      801-6400), or such other address or facsimile number as shall have been
      furnished to the party giving or making such notice, demand or
      delivery.

     

    SECTION
      15. Successors and Assigns.

     

    This
      Warrant shall bind and inure to the benefit of and be enforceable by the parties
      hereto and their respective permitted successors and assigns.

     

    
      
         

      

      
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    SECTION
      16. Governing Law.

     

    In
      all
      respects, including all matters of construction, validity and performance,
      this
      Warrant and the obligations arising hereunder shall be governed by, and
      construed and enforced in accordance with, the laws of the State of New York
      applicable to contracts made and performed in such State.

     

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    IN
      WITNESS WHEREOF, and effective as of the Effective Date the Company has caused
      this Warrant to be signed in its name by its duly authorized
      officer.

     

    Dated: October
      17, 2007

    
      	 	 	 
	 	DEBT
              RESOLVE,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	
               

            	
              

              James
                D. Burchetta

              Chief
                Executive Officer

            
	 	 


    

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

       

      SUBSCRIPTION
        FORM

    

     

    (to
      be
      executed only upon exercise of Warrant)

     

     

    
      	
            	To:	
              Debt
                Resolve, Inc.

              
                707
                  Westchester Avenue, Suite L7

                White
                  Plains, New York 10604

              

            


    

    
      


    The
      undersigned, pursuant to the provisions set forth in the attached Warrant,
      hereby irrevocably elects to purchase ________ shares of the Warrant Stock
      covered by such Warrant and herewith makes payment of $________, representing
      the full purchase price for such shares at the price per share provided for
      in
      such Warrant.

     

    
      	Dated:	 	 Name:	 	 


    

     

    
      	 	 	 	Signature	 
	 	 	 	Address:	 
	 	 	 	 	 


    

          

    
      
         

      

      
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