EXHIBIT
      4.2

    


    NEITHER
      THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE 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. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE
      OF
      THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
      OR
      OTHER LOAN SECURED BY SUCH SECURITIES.

    


    INTELLIGENTIAS,
      INC.

    


    WARRANT

    


    

      
        	
                Warrant
                  No. _____________ 

              	
                Dated:
                  October __, 2007

              


      

    

    


    Intelligentias,
      Inc., a Nevada corporation (the “Company”), hereby certifies that, for value
      received,  
      or its
      registered assigns (the “Holder”), is entitled to purchase from the Company up
      to a total of  
      shares
      of common stock, $0.0001 par value per share (the “Common Stock”), of the
      Company (each such share, a “Warrant Share” and all such shares, the “Warrant
      Shares”) at an exercise price initially equal to $1.80 per share (as adjusted
      from time to time as provided in Section 9,
      the
“Exercise Price”), at any time on or after the date hereof (the “Initial
      Exercise Date”) and through and including the date that is five (5) years after
      the date hereof (the “Expiration Date”), and subject to the following terms and
      conditions. This Warrant (this “Warrant”) is one of a series of similar warrants
      issued pursuant to that certain Securities Purchase Agreement, dated as of
      the
      date hereof, by and among the Company and the Investors identified therein
      (the
“Purchase Agreement”). All such warrants are referred to herein, collectively,
      as the “Warrants.”

    


    1. Definitions.
      In
      addition to the terms defined elsewhere in this Warrant, capitalized terms
      that
      are not otherwise defined herein have the meanings given to such terms in the
      Purchase Agreement.

    


    2. Registration
      of Warrant.
      The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the “Warrant Register”), in the name of the Holder of
      record hereof from time to time. The Company may deem and treat the registered
      Holder of this Warrant as the absolute owner hereof for the purpose of any
      exercise hereof or any distribution to the Holder, and for all other purposes,
      absent actual notice to the contrary. The Warrant Shares shall be afforded
      the
      registration rights set forth in Article VI of the Purchase
      Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. Registration
      of Transfers.
      The
      Company shall register the transfer of any portion of this Warrant in the
      Warrant Register, upon surrender of this Warrant, with the Form of Assignment
      attached hereto duly completed and signed, to the Transfer Agent or to the
      Company at its address specified herein. Upon any such registration of transfer,
      a new warrant to purchase Common Stock, in substantially the form of this
      Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this
      Warrant so transferred shall be issued to the transferee and a New Warrant
      evidencing the remaining portion of this Warrant not so transferred, if any,
      shall be issued to the transferring Holder. The acceptance of the New Warrant
      by
      the transferee thereof shall be deemed the acceptance by such transferee of
      all
      of the rights and obligations of a holder of a Warrant.

    


    4. Exercise
      and Duration of Warrants.

    


    (a) This
      Warrant shall be exercisable by the registered Holder at any time and from
      time
      to time on or after the Initial Exercise Date to and including the Expiration
      Date. At 6:30 P.M., New York City time on the Expiration Date, the portion
      of this Warrant not exercised prior thereto shall be and become void and of
      no
      value; provided
      that, if
      the average of the Closing Prices for the five (5) Trading Days immediately
      prior to (but not including) the Expiration Date exceeds the Exercise Price
      on
      the Expiration Date, then this Warrant shall be deemed to have been exercised
      in
      full (to the extent not previously exercised) on a “cashless exercise” basis at
      6:30 p.m., New York City time, on the Expiration Date.

    


    (b) A
      Holder
      may exercise this Warrant by delivering to the Company (i) an exercise
      notice, in the form attached hereto (the “Exercise Notice”), appropriately
      completed and duly signed, and (ii) payment of the Exercise Price for the
      number of Warrant Shares as to which this Warrant is being exercised (which
      may
      take the form of a “cashless exercise” if so indicated in the Exercise Notice),
      and the date such items are delivered to the Company (as determined in
      accordance with the notice provisions hereof) is an “Exercise Date.” The Holder
      shall not be required to deliver the original Warrant in order to effect an
      exercise hereunder. Execution and delivery of the Exercise Notice in respect
      of
      less than all the Warrant Shares issuable upon exercise of this Warrant shall
      have the same effect as cancellation of the original Warrant and issuance of
      a
      New Warrant evidencing the right to purchase the remaining number of Warrant
      Shares.

    


    5. Delivery
      of Warrant Shares.

    


    (a) Upon
      exercise of this Warrant, the Company shall promptly (but in no event later
      than
      three (3) Trading Days after the Exercise Date) issue or cause to be issued
      and
      cause to be delivered to or upon the written order of the Holder and in such
      name or names as the Holder may designate, a certificate for the Warrant Shares
      issuable upon such exercise, free of restrictive legends unless a registration
      statement covering the resale of the Warrant Shares and naming the Holder as
      a
      selling stockholder thereunder is not then effective or the Warrant Shares
      are
      not freely transferable without volume restrictions pursuant to Rule 144
      under the Securities Act. The Holder, or any Person so designated by the Holder
      to receive Warrant Shares, shall be deemed to have become the holder of record
      of such Warrant Shares as of the Exercise Date. The Company shall, upon request
      of the Holder, use reasonable commercial efforts to deliver Warrant Shares
      hereunder electronically through The Depository Trust Company or another
      established clearing corporation performing similar functions.


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    (b) This
      Warrant is exercisable, either in its entirety or, from time to time, for a
      portion of the number of Warrant Shares. Upon surrender of this Warrant
      following one or more partial exercises, the Company shall issue or cause to
      be
      issued, at its expense, a New Warrant evidencing the right to purchase the
      remaining number of Warrant Shares.

    


    (c) In
      addition to any other rights available to a Holder, if the Company fails to
      deliver to the Holder a certificate representing Warrant Shares by the third
      Trading Day after the date on which delivery of such certificate is required
      by
      this Warrant, and if after such third Trading Day the Holder purchases (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 that the Holder
      anticipated receiving from the Company (a “Buy-In”), then the Company shall,
      within five (5) Trading Days after the Holder’s request and in the Holder’s
      discretion, either (i) pay cash to the Holder in an amount equal to the
      Holder’s total purchase price (including reasonable brokerage commissions, if
      any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which
      point the Company’s obligation to deliver such certificate (and to issue such
      Common Stock) shall terminate, or (ii) promptly honor its obligation to
      deliver to the Holder a certificate or certificates representing such Common
      Stock and pay cash to the Holder in an amount equal to the excess (if any)
      of
      the Buy-In Price over the product of (A) such number of shares of Common Stock,
      times (B) the Closing Price on the date of the event giving rise to the
      Company’s obligation to deliver such certificate.

    


    (d) The
      Company’s obligations to issue and deliver Warrant Shares in accordance with the
      terms hereof are absolute and unconditional, irrespective of any action or
      inaction by the Holder to enforce the same, any waiver or consent with respect
      to any provision hereof, the recovery of any judgment against any Person or
      any
      action to enforce the same, or any setoff, counterclaim, recoupment, limitation
      or termination, or any breach or alleged breach by the Holder or any other
      Person of any obligation to the Company or any violation or alleged violation
      of
      law by the Holder or any other Person, and irrespective of any other
      circumstance which might otherwise limit such obligation of the Company to
      the
      Holder in connection with the issuance of Warrant Shares. 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 shares of Common Stock upon exercise
      of
      this Warrant as required pursuant to the terms hereof.

    


    6. Charges,
      Taxes and Expenses.
      Issuance and delivery of certificates for shares of Common Stock upon exercise
      of this Warrant shall be made without charge to the Holder for any issue or
      transfer tax, withholding tax, transfer agent fee or other incidental tax or
      expense in respect of the issuance of such certificates, all of which taxes
      and
      expenses shall be paid by the Company; provided,
      however,
      that
      the Company shall not be required to pay any tax which may be payable in respect
      of any transfer involved in the issuance, delivery or registration of any
      certificates for Warrant Shares or Warrants in a name other than that of the
      Holder. The Holder shall be responsible for all other tax liability that may
      arise as a result of holding or transferring this Warrant or receiving Warrant
      Shares upon exercise hereof.


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    7. Replacement
      of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company, at no cost to
      Holder, shall issue or cause to be issued in exchange and substitution for
      and
      upon cancellation hereof, or in lieu of and substitution for this Warrant,
      a New
      Warrant, but only upon receipt of an affidavit of such loss, theft or
      destruction and customary indemnity, if requested. 

    


    8. Reservation
      of Warrant Shares.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued and otherwise unreserved Common
      Stock, solely for the purpose of enabling it to issue Warrant Shares upon
      exercise of this Warrant as herein provided, the number of Warrant Shares which
      are then issuable and deliverable upon the exercise of this entire Warrant,
      free
      from preemptive rights or any other contingent purchase rights of persons other
      than the Holder (after giving effect to the adjustments and restrictions of
      Section 9,
      if
      any). The Company covenants that all Warrant Shares so issuable and deliverable
      shall, upon issuance and the payment of the applicable Exercise Price in
      accordance with the terms hereof, be duly and validly authorized, issued and
      fully paid and nonassessable. The Company will use reasonable commercial efforts
      to take all such action to assure that such shares of Common Stock may be issued
      as provided herein without violation of any applicable law or regulation, or
      of
      any requirements of any securities exchange or automated quotation system upon
      which the Common Stock may be listed, in each case, applicable to the
      Company.

    


    9. Certain
      Adjustments.
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this
Section 9.
      

    


    (a) Special
      Definitions.
      For
      purposes of this Section
      9,
      the
      following definitions shall apply:

    


    (i) “Additional
      Shares of Common Stock” shall mean all shares of Common Stock issued or deemed
      to be issued by the Company after the Initial Exercise Date, other
      than:

    


    (A)shares
      of
      Common Stock issued or issuable by reason of a dividend or other distribution
      on
      shares of Common Stock that is covered by Section
      9(e)
      or
Section
      9(f)
      below;

    


    (B)shares
      of
      Common Stock issued or issuable upon exercise of the Warrants or conversion
      of
      the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share,
      issued on the date hereof; 

    


    (C)shares
      of
      Common Stock issued or issuable upon conversion or exercise of any Option or
      Convertible Security outstanding on the Initial Exercise Date;


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (D)shares
      of
      Common Stock issued or issuable to employees, directors or consultants pursuant
      to equity incentive plans maintained by the Company and registered with the
      Securities and Exchange Commission on Form S-8; 

    


    (E)shares
      of
      Common Stock issued or deemed issued in the Private Placement (as defined
      below); or

    


    (F)shares
      of
      Common Stock designated as exempt from the definition of Additional Shares
      of
      Common Stock by the holders of the then outstanding Warrants to acquire at
      least
      a majority of the Warrant Shares then issuable on exercise of all then
      outstanding Warrants (the “Required Holders”).

    


    (ii) “Appraisal
      Procedure” shall be the procedure to determine fair market value of any security
      or other property (in either case, the “valuation amount”). If the Required
      Holders and the Board of Directors are not able to agree on the valuation amount
      within a reasonable period of time (not to exceed twenty (20) days), the
      valuation amount shall be determined by an investment banking firm of national
      recognition, which firm shall be unaffiliated with the Company and shall be
      reasonably acceptable to the Board of Directors and the Required Holders. If
      the
      Board of Directors and the Required Holders are unable to agree upon an
      acceptable investment banking firm within ten (10) days after the date either
      party proposed that one be selected, the investment banking firm will be
      selected by an arbitrator located in Boston, Massachusetts, selected by the
      American Arbitration Association (or if such organization ceases to exist,
      the
      arbitrator shall be chosen by a court of competent jurisdiction). The arbitrator
      shall select the investment banking firm (within ten (10) days of his
      appointment) from a list, jointly prepared by the Required Holders and the
      Board
      of Directors, of not more than six (6) investment banking firms of national
      standing in the United States, of which no more than three (3) may be named
      by
      the Board of Directors and no more than three (3) may be named by the Required
      Holders. The arbitrator may consider, within the ten-day period allotted,
      arguments from the parties regarding which investment banking firm to choose,
      but the selection by the arbitrator shall be made in its sole discretion from
      the list of six (6). The Board of Directors and the Required Holders shall
      submit their respective valuations and other relevant data to the investment
      banking firm, and the investment banking firm shall as soon as practicable
      thereafter make its own determination of the valuation amount. The final
      valuation amount for purposes hereof shall be the average of the two valuation
      amounts closest together, as determined by the investment banking firm, from
      among the valuation amounts submitted by the Company and the Required Holders
      and the valuation amount calculated by the investment banking firm. The
      determination of the final valuation amount by such investment banking firm
      shall be final and binding upon the parties. The Company shall pay the fees
      and
      expenses of the investment banking firm and arbitrator (if any) used to
      determine the valuation amount. If required by any such investment banking
      firm
      or arbitrator, the Company shall execute a retainer and engagement letter
      containing reasonable terms and conditions, including, without limitation,
      customary provisions concerning the rights of indemnification and contribution
      by the Company in favor of such investment banking firm or arbitrator and its
      officers, directors, partners, employees, agents and affiliates. If the
      valuation amount is for Common Stock of the Company, the valuation amount shall
      not include a discount for minority ownership or illiquidity or a control
      premium. 


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    (iii) “As-Converted
      Basis” shall mean, for the purpose of determining the number of shares of Common
      Stock outstanding, a basis of calculation which takes into account (a) the
      number of shares of Common Stock actually issued and outstanding at the time
      of
      such determination, and (b) the number of shares of Common Stock that is then
      issuable upon the exercise and conversion of all outstanding Options and
      Convertible Securities, including without limitation, the Warrants.

    


    (iv) “Convertible
      Securities” shall mean any evidences of indebtedness, shares (other than Common
      Stock) or other securities directly or indirectly convertible into or
      exchangeable for Common Stock.

    


    (v) “Option”
      shall mean rights, options or warrants to subscribe for, purchase or otherwise
      acquire Common Stock or Convertible Securities.

    


    (vi) “Private
      Placement” shall mean a private placement (i) consummated within sixty (60) days
      of the date hereof, (ii) involving up to but not more than $5,000,000 of
      proceeds to Company from the sale of Common Stock and warrants of the Company,
      (iii) on the terms described in the Confidential Private Placement Memorandum
      dated September 4, 2007 with Regal Securities, Inc. and J.P. Turner &
Company, L.L.C. as placement agents, and (iv) in which the Company sells to
      investors up to 6,250,000 shares of Common Stock at a price per share of $0.80
      and investors receive warrants to purchase fifty percent (50%) of the number
      of
      such shares of Common Stock purchased by them at an exercise price of $1.00
      per
      share for three (3) years after the date of issuance.

    (b) Adjustments
      to Exercise Price for Diluting Issues.

    


    (i)
      No
      Adjustment of Exercise Price.
      No
      adjustment in the Exercise Price shall be made unless the consideration per
      share for an Additional Share of Common Stock issued or deemed to be issued
      by
      the Company is less than the applicable Exercise Price for the Warrant Shares
      in
      effect on the date of, and immediately prior to, the issue of such Additional
      Shares. 

     

    (ii)
      Full
      Ratchet.
      If any
      Additional Shares of Common Stock are issued (including Additional Shares of
      Common Stock deemed to be issued pursuant to Section
      9(b)(iii)
      below
      and excluding shares issued as stock split or combination as provided in
Section
      9(e)
      below or
      upon a dividend or distribution as provided in Section
      9(f)
      below)
      for consideration per share lower than the Exercise Price in effect on the
      date
      of and immediately prior to such issue during the first 18 months after the
      Initial Exercise Date of the Warrant Shares, the Exercise Price for such Warrant
      Shares shall be lowered to equal such consideration per share (for purposes
      of
      this clause, any Additional Shares of Common Stock issued for no consideration
      shall be deemed to be issued for a consideration per share of $0.001, subject
      to
      adjustments for Common Stock splits, dividends and combinations). 

     

    (iii)Issue
      of Securities, Deemed Issue of Additional Shares of Common Stock.
      If the
      Company at any time or from time to time after the Initial Exercise Date shall
      issue any Options or Convertible Securities or shall fix a record date for
      the
      determination of holders of any class of securities entitled to receive any
      such
      Options or Convertible Securities, then the maximum number of shares of Common
      Stock (as set forth in the instrument relating thereto without regard to any
      provision contained therein for a subsequent adjustment of such number) issuable
      upon the exercise of such Options or, in the case of Convertible Securities
      and
      Options therefor, the conversion or exchange of such Convertible Securities,
      shall be deemed to be Additional Shares of Common Stock issued as of the time
      of
      such issue or, in case such a record date shall have been fixed, as of the
      close
      of business on such record date, provided
      that in
      any such case in which Additional Shares of Common Stock are deemed to be
      issued:

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    (A)
      No
      further adjustment in the Exercise Price shall be made upon the subsequent
      issue
      of Convertible Securities or shares of Common Stock upon (i) the exercise or
      conversion of any Options or Convertible Securities outstanding as of the date
      hereof; (ii) the exercise of any Options by employees, directors, or consultants
      pursuant to equity incentive plans maintained by the Company and registered
      with
      the Securities and Exchange Commission on Form S-8; or (iii) the exercise of
      the
      Warrants;

    


    (B)
      If
      such
      Options or Convertible Securities by their terms provide, with the passage
      of
      time or otherwise, for any increase or decrease in the consideration payable
      to
      the Company, upon the exercise, conversion or exchange thereof, the Exercise
      Price of the Warrant Shares computed upon the original issue thereof (or upon
      the occurrence of a record date with respect thereto), and any subsequent
      adjustments based thereon, shall, upon any such increase or decrease becoming
      effective, be recomputed to reflect such increase or decrease insofar as it
      affects such Options or the rights of conversion or exchange under such
      Convertible Securities;

    


    (C)
      Upon
      the
      expiration of any such Options or any rights of conversion or exchange under
      such Convertible Securities which shall not have been exercised, the Exercise
      Price of the Warrant Shares computed upon the original issue thereof (or upon
      the occurrence of a record date with respect thereto), and any subsequent
      adjustments based thereon, shall, upon such expiration, be recomputed as
      if:

    


    (i)
      in
      the
      case of Convertible Securities or Options for Common Stock, the only Additional
      Shares of Common Stock issued were the shares of Common Stock, if any, actually
      issued upon the exercise of such Options or the conversion or exchange of such
      Convertible Securities and the consideration received therefor was the
      consideration actually received by the Company for the issue of all such
      Options, whether or not exercised, plus the consideration actually received
      by
      the Company upon such exercise, or for the issue of all such Convertible
      Securities which were actually converted or exchanged, plus the additional
      consideration, if any, actually received by the Company upon such conversion
      or
      exchange; and

    


    (ii)
      in
      the
      case of Options for Convertible Securities, only the Convertible Securities,
      if
      any, actually issued upon the exercise thereof were issued at the time of issue
      of such Options, and the consideration received by the Company for the
      Additional Shares of Common Stock deemed to have been then issued was the
      consideration actually received by the Company for the issue of all such
      Options, whether or not exercised, plus the consideration deemed to have been
      received by the Company upon the issue of the Convertible Securities with
      respect to which such Options were actually exercised;

     

    (D)
      In
      the
      event of any change in the number of shares of Common Stock issuable upon the
      exercise, conversion or exchange of any Option or Convertible Security,
      including, but not limited to, a change resulting from the anti-dilution
      provisions thereof, the Exercise Price then in effect shall forthwith be
      readjusted to such Exercise Price as would have obtained had the adjustment
      which was made upon the issuance of such Option or Convertible Security not
      exercised or converted prior to such change been made upon the basis of such
      change; and

    


    (E)
      No
      readjustment pursuant to clause (B), (C) or (D) above shall have the effect
      of increasing the Exercise Price to an amount which exceeds the lower of
      (i) the Exercise Price on the original adjustment date, or (ii) the
      Exercise Price that would have resulted from any issuances of Additional Shares
      of Common Stock between the original adjustment date and such readjustment
      date.

    


    In
      the
      event the Company, after the Initial Exercise Date, amends any Options or
      Convertible Securities (whether such Options or Convertible Securities were
      outstanding on the Initial Exercise Date or were issued after the Initial
      Exercise Date) to increase the number of shares issuable thereunder or decrease
      the consideration to be paid upon exercise or conversion thereof, then such
      Options or Convertible Securities, as so amended, shall be deemed to have been
      issued after the Initial Exercise Date and the provisions of this Section
      9(b)(iii)
      shall
      apply.

    


    (c) Adjustment
      of Exercise Price Upon Issuance of Additional Shares of Common
      Stock.
      In the
      event the Company shall, at any time after the first eighteen (18) months
      following the Initial Exercise Date, issue Additional Shares of Common Stock
      (including Additional Shares of Common Stock deemed to be issued pursuant to
      Section
      9(b)(iii)
      above
      and excluding shares issued as a stock split or combination as provided in
      Section
      9(e)
      below or
      upon a dividend or distribution as provided in Section
      9(f)
      below),
      without consideration or for a consideration per share less than the applicable
      Exercise Price of Warrant Shares in effect on the date of and immediately prior
      to such issue, then and in such event, such Exercise Price shall be reduced,
      concurrently with such issue, to a price determined by multiplying such Exercise
      Price by a fraction, (A) the numerator of which shall be the sum of
      (1) the number of shares of Common Stock outstanding immediately prior to
      such issue (on an As-Converted Basis) plus (2) the number of shares of
      Common Stock which the aggregate consideration received or to be received by
      the
      Company for the total number of Additional Shares of Common Stock so issued
      would purchase at such Exercise Price; and (B) the denominator of which
      shall be the number of shares of Common Stock outstanding immediately prior
      to
      such issue (on an As-Converted Basis) plus the number of such Additional Shares
      of Common Stock so issued and/or deemed to be issued.


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    (d) Determination
      of Consideration.
      For
      purposes of this Section
      6,
      the
      consideration received by the Company for the issue of any Additional Shares
      of
      Common Stock shall be computed as follows:

    


    (i)
      Cash
      and Property:
      Such
      consideration shall:

    


    (A)
      insofar
      as it consists of cash, be computed at the aggregate of cash received by the
      Company, excluding amounts paid or

    payable
      for accrued interest;

    


    (B)
      insofar
      as it consists of property other than cash, be computed at the fair market
      value
      thereof at the time of such issue, as determined in good faith by the Board
      of
      Directors, or if requested by the Required Holders, by agreement of the Board
      of
      Directors and the Required Holders, and if the Board of Directors and the
      Required Holders do not agree on such fair market value, in accordance with
      the
      procedures set forth in the definition of Appraisal Procedure; and

    


    (C)
      in
      the
      event Additional Shares of Common Stock are issued together with other shares
      or
      securities or other assets of the Company for consideration which covers both,
      be the proportion of such consideration so received, computed as provided in
      clauses (A) and (B) above, as determined in good faith by the Board of
      Directors.

    


    (ii)
      Options
      and Convertible Securities.
      The
      consideration per share received by the Company for Additional Shares of Common
      Stock deemed to have been issued pursuant to Section
      9(b)(iii)
      above,
      relating to Options and Convertible Securities, shall be determined by
      dividing:

    


    (A)
      the
      total
      amount, if any, received by the Company as consideration for the issue of such
      Options or Convertible Securities, plus the minimum aggregate amount of
      additional consideration (as set forth in the instruments relating thereto,
      without regard to any provision contained therein for a potential subsequent
      adjustment of such consideration) payable to the Company upon the exercise
      of
      such Options or the conversion or exchange of such Convertible Securities,
      or in
      the case of Options for Convertible Securities, the exercise of such Options
      for
      Convertible Securities and the conversion or exchange of such Convertible
      Securities, by

    


    (B) the
      maximum number of shares of Common Stock (as set forth in the instruments
      relating thereto, without regard to any provision contained therein for a
      potential subsequent adjustment of such number) issuable upon the exercise
      of
      such Options or the conversion or exchange of such Convertible
      Securities.

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    (e) Stock
      Dividends, Issuances and Splits.
      If the
      Company, at any time while this Warrant is outstanding, (i) pays a stock
      dividend on its Common Stock or otherwise makes a distribution on any class
      of
      capital stock that is payable in shares of Common Stock, (ii) issues
      additional Common Stock, (iii) subdivides outstanding shares of Common Stock
      into a larger number of shares, or (iv) combines outstanding shares of
      Common Stock into a smaller number of shares, then in each such case the
      Exercise Price shall be multiplied by a fraction of which the numerator shall
      be
      the number of shares of Common Stock outstanding immediately before such event
      and of which the denominator shall be the number of shares of Common Stock
      outstanding immediately after such event. Any adjustment made pursuant to clause
      (i) of this paragraph shall become effective immediately after the record
      date for the determination of stockholders entitled to receive such dividend
      or
      distribution, and any adjustment pursuant to clause (ii), (iii), or (iv) of
      this paragraph shall become effective immediately after the effective date
      of
      such issuance, subdivision or combination. 

    


    (f) Pro
      Rata Distributions.
      If the
      Company, at any time while this Warrant is outstanding, distributes to holders
      of Common Stock (i) evidences of its indebtedness, (ii) any security
      (other than a distribution of Common Stock covered by the preceding paragraph),
      (iii) rights or warrants to subscribe for or purchase any security, or
      (iv) any other asset (in each case, “Distributed Property”), then in each
      such case the Holder shall be entitled upon exercise of this Warrant for the
      purchase of any or all of the Warrant Shares, to receive the amount of
      Distributed Property which would have been payable to the Holder had such Holder
      been the holder of such Warrant Shares on the record date for the determination
      of stockholders entitled to such Distributed Property. The Company will at
      all
      times set aside in escrow and keep available for distribution to such holder
      upon exercise of this Warrant a portion of the Distributed Property to satisfy
      the distribution to which such Holder is entitled pursuant to the preceding
      sentence.

    


    (g) Fundamental
      Transactions.
      If any
      capital reorganization, reclassification of the capital stock of the Company,
      consolidation or merger of the Company with another corporation in which the
      Company is not the survivor, or sale, transfer or other disposition of all
      or
      substantially all of the Company’s assets to another corporation shall be
      effected (all such transactions being hereinafter referred to as a “Fundamental
      Transaction”), then the Company shall ensure that lawful and adequate provision
      shall be made whereby the Holder shall thereafter have the right to purchase
      and
      receive upon the basis and upon the terms and conditions herein specified and
      in
      lieu of the Warrant Shares immediately theretofore issuable upon exercise of
      this Warrant, such shares of stock, securities or assets as would have been
      issuable or payable with respect to or in exchange for a number of Warrant
      Shares equal to the number of Warrant Shares immediately theretofore issuable
      upon exercise of this Warrant, had such reorganization, reclassification,
      consolidation, merger, sale, transfer or other disposition not taken place,
      and
      in any such case appropriate provision shall be made with respect to the rights
      and interests of the Holder to the end that the provisions hereof (including,
      without limitation, provision for adjustment of the Exercise Price) shall
      thereafter be applicable, as nearly equivalent as may be practicable in relation
      to any share of stock, securities or assets thereafter deliverable upon the
      exercise thereof. The Company shall not effect any such consolidation, merger,
      sale, transfer or other disposition unless prior to or simultaneously with
      the
      consummation thereof the successor corporation (if other than the Company)
      resulting from such consolidation or merger, or the corporation purchasing
      or
      otherwise acquiring such assets or other appropriate corporation or entity
      shall
      assume the obligation to deliver to the Holder, at the last address of the
      Holder appearing on the books of the Company, such shares of stock, securities
      or assets as, in accordance with the foregoing provisions, the Holder may be
      entitled to purchase, and the other obligations under this Warrant. The
      provisions of this Section 9(c)
      shall
      similarly apply to successive reorganizations, reclassifications,
      consolidations, mergers, sales, transfers or other dispositions, each of which
      transactions shall also constitute a Fundamental Transaction. Notwithstanding
      the foregoing, if any Fundamental Transaction constitutes or results in
      (a) a “going private” transaction as defined in Rule 13e-3 under the
      Securities Exchange Act of 1934 (the “Exchange Act”), (b) an acquisition of
      the Company primarily for cash, or (c) an acquisition, merger or sale with
      or into a Person not traded on an eligible Trading Market, then the Company
      shall not enter into or consummate such a Fundamental Transaction without the
      prior written consent of the Required Holders. 


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    (h) Number
      of Warrant Shares.
      Simultaneously with any adjustment to the Exercise Price pursuant to this
Section
      9,
      the
      number of Warrant Shares that may be purchased upon exercise of this Warrant
      shall be increased or decreased (as the case may be), proportionately, so that
      after such adjustment the aggregate Exercise Price payable hereunder for the
      decreased or increased (as the case may be) number of Warrant Shares shall
      be
      the same as the aggregate Exercise Price in effect immediately prior to such
      adjustment.

    


    (i) Calculations.
      All
      calculations under this Section 9
      shall be
      made to the nearest cent or the nearest 1/100th of a share, as applicable.
      The
      number of shares of Common Stock outstanding at any given time shall not include
      shares owned or held by or for the account of the Company, and the disposition
      of any such shares shall be considered an issue or sale of Common
      Stock.

    


    (j) Notice
      of Adjustments.
      Upon
      the occurrence of each adjustment pursuant to this Section 9,
      the
      Company at its expense will promptly compute such adjustment in accordance
      with
      the terms of this Warrant and prepare a certificate setting forth such
      adjustment, including a statement of the adjusted Exercise Price and adjusted
      number or type of Warrant Shares or other securities issuable upon exercise
      of
      this Warrant (as applicable), describing the transactions giving rise to such
      adjustments and showing in detail the facts upon which such adjustment is based.
      Upon written request, the Company will promptly deliver a copy of each such
      certificate to the Holder and to the Transfer Agent.

    


    (k) Notice
      of Corporate Events.
      If the
      Company (i) declares a dividend or any other distribution of cash,
      securities or other property in respect of its Common Stock, including without
      limitation any granting of rights or warrants to subscribe for or purchase
      any
      capital stock of the Company, (ii) enters into any agreement contemplating,
      or solicits stockholder approval for, any Fundamental Transaction or
      (iii) authorizes the voluntary dissolution, liquidation or winding up of
      the affairs of the Company, then the Company shall deliver to the Holder a
      notice describing the material terms and conditions of such transaction, at
      least fifteen calendar days prior to the applicable record or effective date
      on
      which a Person would need to hold Common Stock in order to participate in or
      vote with respect to such transaction, and the Company will take all steps
      reasonably necessary in order to ensure that the Holder is given the practical
      opportunity to exercise this Warrant prior to such time so as to participate
      in
      or vote with respect to such transaction; provided,
      however,
      that
      the failure to deliver such notice or any defect therein shall not affect the
      validity of the corporate action required to be described in such
      notice.


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    10. Payment
      of Exercise Price.
      The
      Holder shall pay the Exercise Price in immediately available funds; provided,
      however,
      that
      the Holder may satisfy its obligation to pay the Exercise Price through a
“cashless exercise,” in which event the Company shall issue to the Holder the
      number of Warrant Shares determined as follows:

    


    X
      = Y
      [(A-B)/A]

    where:

    X
      = the
      number of Warrant Shares to be issued to the Holder.

    Y
      = the
      number of Warrant Shares with respect to which this Warrant is being
      exercised.

    A
      = the
      average of the Closing Prices for the five Trading Days immediately prior to
      (but not including) the Exercise Date.

    B
      = the
      Exercise Price.

     

    For
      purposes of Rule 144 promulgated under the Securities Act, it is intended,
      understood and acknowledged that the Warrant Shares issued in a cashless
      exercise transaction shall be deemed to have been acquired by the Holder, and
      the holding period for the Warrant Shares shall be deemed to have commenced,
      on
      the date this Warrant was originally issued pursuant to the Purchase
      Agreement.

    


    11. Limitation
      on Exercise.
      Notwithstanding anything to the contrary contained herein, except for Holders
      whose beneficial ownership of Common Stock already exceeds the Maximum
      Percentage (as defined below) of the total number of issued and outstanding
      shares of Common Stock immediately prior to exercise of this Warrant, at any
      time the Common Stock is registered pursuant to Section 12 of the Exchange
      Act,
      the number of shares of Common Stock that may be acquired by the Holder upon
      any
      exercise of this Warrant (or otherwise in respect hereof) shall be limited
      to
      the extent necessary to ensure that, following such exercise (or other
      issuance), the total number of shares of Common Stock then beneficially owned
      by
      such Holder and its Affiliates and any other Persons whose beneficial ownership
      of Common Stock would be aggregated with the Holder’s for purposes of
      Section 13(d) of the Exchange Act, does not equal or exceed ten percent
      (10%) (the “Maximum Percentage”) of the total number of issued and outstanding
      shares of Common Stock (including for such purpose the shares of Common Stock
      issuable upon such exercise). For such purposes, beneficial ownership shall
      be
      determined in accordance with Section 13(d) of the Exchange Act and the
      rules and regulations promulgated thereunder. Each delivery of an Exercise
      Notice hereunder will constitute a representation by the Holder that it has
      evaluated the limitation set forth in this paragraph and determined that
      issuance of the full number of Warrant Shares requested in such Exercise Notice
      is permitted under this paragraph, and the Company shall have no liability
      with
      respect to this Section 11.
      The
      Company’s obligation to issue shares of Common Stock in excess of the limitation
      referred to in this Section shall be suspended (and shall not terminate or
      expire notwithstanding any contrary provisions hereof) until such time, if
      any,
      as such shares of Common Stock may be issued in compliance with such limitation,
      but in no event later than the Expiration Date. By written notice to the
      Company, the Holder may waive the provisions of this Section or increase or
      decrease the Maximum Percentage to any other percentage specified in such
      notice, but (i) any such waiver or increase will not be effective until the
      sixty-first (61st) day after such notice is delivered to the Company, and
      (ii) any such waiver or increase or decrease will apply only to the Holder
      and not to any other holder of Warrants.


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    12. Fractional
      Shares.
      The
      Company shall not be required to issue or cause to be issued fractional Warrant
      Shares on the exercise of this Warrant. If any fraction of a Warrant Share
      would, except for the provisions of this Section, be issuable upon exercise
      of
      this Warrant, the number of Warrant Shares to be issued will be rounded down
      to
      the nearest whole share.

    


    13. Notices.
      Any and
      all notices or other communications or deliveries hereunder (including without
      limitation any Exercise Notice) shall be in writing and shall be deemed given
      and effective on the earliest of (i) the date of transmission, if such
      notice or communication is delivered via facsimile at the facsimile number
      specified in the Purchase Agreement prior to 6:30 p.m. (New York City time)
      on a Trading Day, (ii) the next Trading Day after the date of transmission,
      if such notice or communication is delivered via facsimile at the facsimile
      number specified in the Purchase Agreement on a day that is not a Trading Day
      or
      later than 6:30 p.m. (New York City time) on any Trading Day, (iii) the
      Trading Day following the date of delivery to the courier service, if sent
      by
      nationally recognized overnight courier service, or (iv) upon actual
      receipt by the party to whom such notice is required to be given. The address
      for such notices or communications shall be as set forth in the Purchase
      Agreement.

    


    14. Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’
notice to the Holder, the Company may appoint a new warrant agent. Any
      corporation into which the Company or any new warrant agent may be merged or
      any
      corporation resulting from any consolidation to which the Company or any new
      warrant agent shall be a party or any corporation to which the Company or any
      new warrant agent transfers substantially all of its corporate trust or
      stockholder services business shall be a successor warrant agent under this
      Warrant without any further act. Any such successor warrant agent shall promptly
      cause notice of its succession as warrant agent to be mailed (by first class
      mail, postage prepaid) to the Holder at the Holder’s last address as shown on
      the Warrant Register.

    


    15. Miscellaneous.

    


    (a) Subject
      to the restrictions on transfer set forth on the first page hereof, this Warrant
      may be assigned by the Holder. This Warrant may not be assigned by the Company
      except to a successor in the event of a Fundamental Transaction. This Warrant
      shall be binding on and inure to the benefit of the parties hereto and their
      respective successors and assigns. Subject to the preceding sentence, nothing
      in
      this Warrant shall be construed to give to any Person other than the Company
      and
      the Holder any legal or equitable right, remedy or cause of action under this
      Warrant. This Warrant may be amended only in writing signed by the Company
      and
      the Holder and their successors and assigns.

    


    (b) The
      Company (i) will not increase the par value of any Warrant Shares above the
      amount payable therefor on such exercise and (ii) will not close its
      stockholder books or records in any manner which interferes with the timely
      exercise of this Warrant, other than in connection with a business combination
      transaction.


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    (c) GOVERNING
      LAW; VENUE; WAIVER OF JURY TRIAL.
      EACH
      PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE
      AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR
      THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH
      ANY
      TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT
      TO
      THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY
      WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM
      THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT AND
      THAT
      SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY
      WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN
      ANY
      SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR
      CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY
      AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES
      THAT
      SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
      THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT
      TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE
      HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

    


    (d) The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.

    


    (e) In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.

    


    


    


    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above.

     

    
      	 	 	 
	 	
              INTELLIGENTIAS,
                INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:

            


    

     

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    FORM
      OF
      EXERCISE NOTICE

    


    (To
      be
      executed by the Holder to exercise the right to purchase shares of Common Stock
      under the foregoing Warrant)

    


    To:
      INTELLIGENTIAS, INC.

    


    The
      undersigned is the Holder of Warrant No. _______ (the “Warrant”) issued by
      INTELLIGENTIAS, INC., a Nevada corporation (the “Company”). Capitalized terms
      used herein and not otherwise defined have the respective meanings set forth
      in
      the Warrant.

    


    
      	
              1.

            	
              The
                Warrant is currently exercisable to purchase a total of ______________
                Warrant Shares.

            


    

    


    
      	
              2.

            	
              The
                undersigned Holder hereby exercises its right to purchase
                _________________ Warrant Shares pursuant to the
                Warrant.

            


    

    


    
      	
              3.

            	
              The
                Holder intends that payment of the Exercise Price shall be made as
                (check
                one):

            


    

    


    ____ “Cash
      Exercise” under Section 10

    ____ “Cashless
      Exercise” under Section 10

    
      	
              4.

            	
              If
                the holder has elected a Cash Exercise, the holder shall pay the
                sum of
                $____________ to the Company in accordance with the terms of the
                Warrant.

            


    

    


    
      	
              5.

            	
              Pursuant
                to this exercise, the Company shall deliver to the holder _______________
                Warrant Shares in accordance with the terms of the
                Warrant.

            


    

    


    
      	
              6.

            	
              Following
                this exercise, the Warrant shall be exercisable to purchase a total
                of
                ______________ Warrant Shares.

            


      	 	 


    

    
      	
               

               

              Dated:
                ____________________, ______

            	
               

               

              Name
                of Holder:

            
	 	
              (Print)

            	 
	 	
               

              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	
               

              (Signature
                must conform in all respects to name of holder as specified on the
                face of
                the Warrant)

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    FORM
      OF
      ASSIGNMENT

     

    


    [To
      be
      completed and signed only upon transfer of Warrant]

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ________________________________ the right represented by the within Warrant
      to
      purchase ____________ shares of Common Stock of INTELLIGENTIAS, INC. to which
      the within Warrant relates and appoints ________________ attorney to transfer
      said right on the books of INTELLIGENTIAS, INC. with full power of substitution
      in the premises.

    
      	
               

               

              Dated:
                ____________________, ______

            	 
	 	 	
               

              (Signature
                must conform in all respects to name of holder as specified on the
                face of
                the Warrant)

            
	 	 	 
	 	 	
              Address
                of Transferee

            
	 	 	 
	 	 	 
	 	 	 
	
              In
                the presence of: