Unassociated Document


    PINPOINT
      RECOVERY SOLUTIONS CORP.

     

    WARRANT
      AGREEMENT

    

       

      THE
        WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES
        ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
        UNLESS THE REGISTRATION PROVISIONS OF SAID
        ACT
        OR APPLICABLE STATE LAW HAVE BEEN COMPLIED WITH
        OR
        UNLESS THE COMPANY HAS RECEIVED AN OPINION OF ITS
        COUNSEL OR AN OPINION OF OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
        AND ITS COUNSEL THAT SUCH REGISTRATION
        IS NOT REQUIRED.

       

      THE
        TRANSFER OF THIS WARRANT IS RESTRICTED
        AS DESCRIBED HEREIN.

    

     

    PINPOINT
      RECOVERY SOLUTIONS CORP.

     

    Warrant
      for the Purchase of Shares of Common Stock,

    par
      value
      .001 per Share

     

    
      	
              No.
                45

            	
              154,680
                Shares

            


    

     

    THIS
      CERTIFIES that, for receipt in hand of $.001 and other value received, T.R.
      Winston
      & Company LLC (the "Holder"), is entitled to subscribe for and purchase from
      PINPOINT
      RECOVERY SOLUTIONS CORP., a Delaware corporation (the "Company"), upon
the
      terms
      and conditions set forth herein, at any time or from time to time after June
      27,
      2007 and
      before 5:00 P.M. New York time on June 26, 2012 (the "Exercise Period"), 154,680
      shares of
      the
      Company's Common Stock, par value $.001 per share (the "Common Stock"), at
      a
      price of
      $2.50
      per share (the "Exercise Price"). This Warrant is the warrant or one of the
      warrants (collectively, including any warrants issued upon the exercise or
      transfer of any such warrants in
      whole
      or
      in part, the "Warrants") granted pursuant to the terms of that certain Purchase
      Agreement dated the date hereof between Holder and the Company. As used herein
      the term "this
      Warrant" shall mean and include this Warrant and any Warrant or Warrants
      hereafter issued as
      a
consequence
      of the exercise or transfer of this Warrant in whole or in part.

     

    The
      number of shares of Common Stock issuable upon exercise of the Warrants
(the
      "Warrant Shares") and the Exercise Price may be adjusted from time to time
      as
      hereinafter set
      forth.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.
      (a)
      This Warrant may be exercised during the Exercise Period, as to the whole
      or
      any lesser number of whole Warrant Shares, by the surrender of this Warrant
      (with the form
      of
      election attached hereto duly executed) to the Company at its office at 30
      East
      81st Street,
      Suite 11E, New York, New York 10028, or at such other place as is designated
      in
      writing by
      the
      Company, together with a certified or bank cashier's check payable to the order
      of the Company
      in an amount equal to the Exercise Price multiplied by the number of Warrant
      Shares for
      which
      this Warrant is being exercised (the "Aggregate Exercise Price"); (b) Warrant
      Shares (or the right to receive such number of shares pursuant to Section 1(b)
      having an aggregate Current
      Market Price equal to the Warrant Price for all the shares being purchased;
      or
      (c) any combination
      of the foregoing.

     

    (b)
      If
      the Current Market Price of one share of Common Stock is greater than the
      Current Warrant Price, this Warrant may be exercised by means of a written
      notice as described in Section 1(a), marked to reflect a "Net
      Issue Exercise" and
      specifying the amount of Warrant
      Shares to be purchased. Upon such exercise, the Holder shall be entitled to
      receive Warrant
      Shares equal in value to the value of this Warrant (or the portion thereof
      being
cancelled)
      and the Company shall issue to Holder a number of shares of Warrant Shares
      computed
      as of the date of surrender of this Warrant to the Company using the following
      formula:

     

    X
      =
Y(A-B)

    A

     

    Where
      X =
      the number of shares of Warrant Shares to be issued to Holder under this Section
      1(b);

     

    Y=
      the
      number of shares of Warrant Shares purchasable under this Warrant or, if only
      a
      portion
      of the Warrant is being exercised, the portion of the Warrant being cancelled
      (at the date of such calculation);

     

    A
      = the
      Current Market Price of one share of the Warrant Shares (at the date of such
      calculation); and

     

    B
      = the
      Current Warrant Price (as adjusted to the date of such
      calculation).

     

    "Warrant
      Price" shall mean an amount equal to (i) the number of shares of Common Stock
      being purchased
      upon exercise of the Warrant pursuant to Section 1 hereof, multiplied by (ii)
      the "Current
      Warrant Price" as of the date of such exercise. The "Current Warrant Price"
      shall mean $2.50,
      subject to any adjustments to such amount made in accordance with Section 5
      hereof.

     

    2.    Upon
      each
      exercise of the Holder's rights to purchase Warrant Shares, the Holder shall
      be
      deemed to be the holder of record of the Warrant Shares issuable upon such
      exercise,
      notwithstanding that the transfer books of the Company shall then be closed
      or
certificates
      representing such Warrant Shares shall not then have been actually delivered
      to
      the Holder.
      As soon as practicable after each such exercise of this Warrant, the Company
      shall issue and
      deliver to the Holder a certificate or certificates for the Warrant Shares
      issuable upon such exercise,
      registered in the name of the Holder or its designee. If this Warrant should
      be
exercised
      in part only, the Company shall, upon surrender of this Warrant for
      cancellation,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    execute
      and deliver a new Warrant evidencing the right of the Holder to purchase the
      balance of the
      Warrant Shares (or portions thereof) subject to purchase hereunder.

     

    3.    Any
      Warrants issued upon the transfer or exercise in part of this Warrant
shall
      be
      numbered and shall be registered in a warrant register (the "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 or transfer of Warrants which 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 or its 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 the right
      to
      purchase a like number of Warrant Shares (or portions thereof), 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 of
      1933,
as
      amended
      (the "Act"), and the rules and regulations thereunder.

     

    4.    The
      Company shall at all times reserve and keep available out of its authorized
      and unissued Common Stock, solely for the purpose of providing for the exercise
      of the
      rights to purchase all Warrant Shares granted pursuant to the Warrants, such
      number of shares
      of
      Common Stock as shall, from time to time, be sufficient therefor. The Company
      covenants
      that all shares of Common Stock issuable upon exercise of this Warrant, upon
      receipt by
      the
      Company of the full Exercise Price therefor, shall be validly issued, fully
      paid, nonassessable,
      and free of preemptive rights.

     

    5.    In
      case the
      Company shall at any time after the date the Warrants were first
      issued (i) declare a dividend on the outstanding Common Stock payable in shares
      of its capital
      stock, (ii) subdivide the outstanding Common Stock, (iii) combine the
      outstanding Common Stock into a smaller number of shares, or (iv) issue any
      shares of its capital stock by reclassification
      of the Common Stock (including any such reclassification in connection with
      a
consolidation
      or merger in which the Company is the continuing corporation), then, in each
      case, the
      Exercise Price, and the number of Warrant Shares issuable upon exercise of
      this
      Warrant, in effect
      at
      the time of the record date for such dividend or of the effective date of such
      subdivision, combination, or reclassification, shall be proportionately adjusted
      so that the Holder after such time
      shall be entitled to receive the aggregate number and kind of shares which,
      if
      such Warrant had
      been
      exercised immediately prior to such time, he would have owned upon such exercise
      and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    been
      entitled to receive by virtue of such dividend, subdivision, combination, or
      reclassification. Such
      adjustment shall be made successively whenever any event listed above shall
      occur.

     

    (a) In
      case
      the Company shall issue or fix a record date for the issuance
      to all holders of Common Stock of rights, options, or warrants to subscribe
      for
      or purchase
      Common Stock (or securities convertible into or exchangeable for Common Stock)
      at a price
      per
      share (or having a conversion or exchange price per share, if a security
      convertible into or
      exchangeable for Common Stock) less than the Current Market Price per share
      of
      Common Stock
      (as
      defined in Section 5(e) hereof) on such record date, then, in each case, the
      Exercise Price shall be adjusted by multiplying the Exercise Price in effect
      immediately prior to such record
      date by a fraction, the numerator of which shall be the number of shares of
      Common Stock
      outstanding on such record date plus the number of shares of Common Stock which
      the aggregate
      offering price of the total number of shares of Common Stock so to be offered
      (or the aggregate
      initial conversion or exchange price of the convertible or exchangeable
      securities so to be
      offered) would purchase at such Current Market Price and the denominator of
      which shall be the
      number of shares of Common Stock outstanding on such record date plus the number
      of additional
      shares of Common Stock to be offered for subscription or purchase (or into
      which
      the convertible
      or exchangeable securities so to be offered are initially convertible or
      exchangeable). Such
      adjustment shall become effective at the close of business on such record date;
      provided,
      however,
      that, to the extent the shares of Common Stock (or securities convertible into
      or exchangeable
      for shares of Common Stock) are not delivered, the Exercise Price shall be
      readjusted
      after the expiration of such rights, options, or warrants (but only with respect
      to Warrants
      exercised after such expiration), to the Exercise Price which would then be
      in
      effect had
      the
      adjustments made upon the issuance of such rights, options, or warrants been
      made upon the
      basis
      of delivery of only the number of shares of Common Stock (or securities
      convertible into
      or
      exchangeable for shares of Common Stock) actually issued. In case any
      subscription price
      may
      be paid in a consideration part or all of which shall be in a form other than
      cash, the value
      of
      such consideration shall be as reasonably determined in good faith by the board
      of directors
      of the Company. Shares of Common Stock owned by or held for the account of
      the
Company
      or any majority-owned subsidiary shall not be deemed outstanding for the purpose
      of any
      such
      computation.

     

    (b) In
      case
      the Company shall distribute to all holders of Common Stock
      (including any such distribution made to the stockholders of the Company in
      connection with
      a
      consolidation or merger in which the Company is the continuing corporation)
      evidences of its
      indebtedness or assets (other than cash dividends or distributions and dividends
      payable in shares
      of
      Common Stock), or rights, options, or warrants to subscribe for or purchase
      Common Stock,
      or
      securities convertible into or exchangeable for shares of Common Stock
      (excluding those
      with respect to the issuance of which an adjustment of the Exercise Price is
      provided pursuant to Section 5(b) hereof), then, in each case, the Exercise
      Price shall be adjusted by multiplying
      the Exercise Price in effect immediately prior to the record date for the
determination
      of stockholders entitled to receive such distribution by a fraction, the
      numerator of which shall be the Current Market Price per share of Common Stock
      on such record date, less the fair
      market value (as determined in good faith by the board of directors of the
      Company, whose determination
      shall be conclusive absent manifest error) of the portion of the evidences
      of
indebtedness
      or assets so to be distributed, or of such rights, options, or warrants or
      convertible

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    or
      exchangeable securities, applicable to one share, and the denominator of which
      shall be such Current Market Price per share of Common Stock. Such adjustment
      shall be made whenever any such
      distribution is made, and shall become effective on the record date for the
      determination of shareholders
      entitled to receive such distribution.

     

    (c) In
      case
      the Company shall issue shares of Common Stock or rights, options,
      or warrants to subscribe for or purchase Common Stock, or securities convertible
      into or exchangeable for Common Stock (excluding shares, rights, options,
      warrants, or convertible or exchangeable securities issued or issuable (i)
      in
      any of the transactions with respect to which an adjustment
      of the Exercise Price is provided pursuant to Sections 5(a), 5(b), or 5(c)
      above
      or (ii)
      upon
      exercise of the Warrants), at a price per share (determined, in the case of
      such
      rights, options, warrants, or convertible or exchangeable securities, by
      dividing (x) the total amount received or receivable by the Company in
      consideration of the sale and issuance of such rights, options, warrants, or
      convertible or exchangeable securities, plus the minimum aggregate consideration
      payable to the Company upon exercise, conversion, or exchange thereof, by (y)
      the maximum
      number of shares covered by such rights, options, warrants, or convertible
      or
      exchangeable securities) lower than the Current Market Price per share of Common
      Stock in effect immediately prior to such issuance, then the Exercise Price
      shall be reduced on the date of such
      issuance to a price (calculated to the nearest cent) determined by multiplying
      the Exercise Price
      in
      effect immediately prior to such issuance by a fraction, the numerator of which
      shall be an amount equal to the sum of (A) the number of shares of Common Stock
      outstanding immediately
      prior to such issuance plus (B) the quotient obtained by dividing the
      consideration received
      by the Company upon such issuance by such Current Market Price, and (iv) the
      denominator of which shall be the total number of shares of Common Stock
      outstanding immediately
      after such issuance. For the purposes of such adjustments, the maximum number
      of
      shares which the holders of any such rights, options, warrants, or convertible
      or exchangeable securities shall be entitled to initially subscribe for or
      purchase or convert or exchange such securities
      into shall be deemed to be issued and outstanding as of the date of such
      issuance, and the
      consideration received by the Company therefor shall be deemed to be the
      consideration received by the Company for such rights, options, warrants, or
      convertible or exchangeable securities,
      plus the minimum aggregate consideration or premiums stated in such rights,
      options, warrants,
      or convertible or exchangeable securities to be paid for the shares covered
      thereby. No further
      adjustment of the Exercise Price shall be made as
      a
      result
      of the actual issuance of shares of
      Common
      Stock on exercise of such rights, options, or warrants or on conversion or
      exchange of
      such
      convertible or exchangeable securities. On the expiration or the termination
      of
      such rights,
      options, or warrants, or the termination of such right to convert or exchange,
      the Exercise Price
      shall be readjusted (but only with respect to Warrants exercised after such
      expiration or termination) to such Exercise Price as would have obtained had
      the
      adjustments made upon the issuance
      of such rights, options, warrants, or convertible or exchangeable securities
      been made upon
      the
      basis of the delivery of only the number of shares of Common Stock actually
      delivered upon the exercise of such rights, options, or warrants or upon the
      conversion or exchange of any such
      securities; and on any change of the number of shares of Common Stock
      deliverable upon the
      exercise of any such rights, options, or warrants or conversion or exchange
      of
      such convertible
      or exchangeable securities or any change in the consideration to be received
      by
      the Company
      upon such exercise, conversion, or exchange, including, but not limited to,
      a
      change resulting
      from the antidilution provisions thereof, the Exercise Price, as then in effect,
      shall

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    forthwith
      be readjusted (but only with respect to Warrants exercised after such change)
      to
      such Exercise Price as would have been obtained had an adjustment been made
      upon
      the issuance of such
      rights, options, or warrants not exercised prior to such change, or securities
      not converted or exchanged
      prior to such change, on the basis of such change. In case the Company shall
      issue shares of Common Stock or any such rights, options, warrants, or
      convertible or exchangeable securities for a consideration consisting, in whole
      or in part, of property other than cash or its equivalent,
      then the "price per share" and the "consideration received by the Company"
      for
      purposes of the first sentence of this Section 5(d) shall be as reasonably
      determined in good faith by
      the
      board of directors of the Company. Shares of Common Stock owned by or held
      for
      the account
      of the Company or any majority-owned subsidiary shall not be deemed outstanding
      for the purpose of any such computation.

     

    (d) For
      the
      purpose of any computation under this Section 5, the Current
      Market Price per share of Common Stock on any date shall be deemed to be the
      average of
      the
      daily closing prices for the 30 consecutive trading days immediately preceding
      the date in question.
      The closing price for each day shall be the last reported sales price regular
      way or, in case
      no
      such reported sale takes place on such day, the closing bid price regular way,
      in either case
      on
      the principal national securities exchange (including, for purposes hereof,
      the
      Nasdaq National Market) on which the Common Stock is listed or admitted to
      trading or, if the Common Stock
      is
      not listed or admitted to trading on any national securities exchange, the
      highest reported bid
      price
      for the Common Stock as furnished by the National Association of Securities
      Dealers, Inc.
      through Nasdaq or a similar organization if Nasdaq is no longer reporting such
      information. If on any such date the Common Stock is not listed or admitted
      to
      trading on any national securities
      exchange and is not quoted by Nasdaq or any similar organization, the fair
      value
      of a share of Common Stock on such date, as reasonably determined in good faith
      by the board of directors of the Company, shall be used. If the Eligible Holder
      does not agree upon the Current Market
      Plan determined by the Company's Board of Directors, than such dispute shall
      be
resolved
      pursuant to Section 15.

     

    (e) In
      any
      case in which this Section 5 shall require that an adjustment in
      the
      Exercise Price be made effective as of a record date for a specified event,
      the
      Company may elect to defer, until the occurrence of such event, issuing to
      the
      Holder, if the Holder exercised this Warrant after such record date, the shares
      of Common Stock, if any, issuable upon such
      exercise over and above the shares of Common Stock, if any, issuable upon such
      exercise on
      the
      basis of the Exercise Price in effect prior to such adjustment; provided,
      however, that
      the
Company
      shall deliver to the Holder a due bill or other appropriate instrument
      evidencing the Holder's right to receive such additional shares upon the
      occurrence of the event requiring such adjustment.

     

    (f) Upon
      each
      adjustment of the Exercise Price as a result of the calculations
      made in Sections 5(b), 5(c), or 5(d) hereof, this Warrant shall thereafter
      evidence the right
      to
      purchase, at the adjusted Exercise Price, that number of shares (calculated
      to
      the nearest thousandth) obtained by dividing (A) the product obtained by
      multiplying the number of shares purchasable
      upon exercise of this Warrant prior to adjustment of the number of shares by
      the
Exercise
      Price in effect prior to adjustment of the Exercise. Price by (B) the Exercise
      Price in effect
      after such adjustment of the Exercise Price.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g) Whenever
      there shall be an adjustment as provided in this Section 5,
      the
      Company shall promptly cause written notice thereof to be sent by registered
      mail, postage prepaid,
      to the Holder, at its address as it shall appear in the Warrant Register, which
      notice shall be
      accompanied by an officer's certificate setting forth the number of Warrant
      Shares purchasable
      upon the exercise of this Warrant and the Exercise Price after such adjustment
      and setting
      forth a brief statement of the facts requiring such adjustment and the
      computation thereof.

     

    (h) The
      Company shall not be required to issue fractions of shares of Common
      Stock or other capital stock of the Company upon the exercise of this Warrant.
      If any fraction
      of a share would be issuable on the exercise of this Warrant (or specified
      portions thereof),
      the Company shall purchase such fraction for an amount in cash equal to the
      same
fraction
      of the Current Market Price of such share of Common Stock on the date of
      exercise of this
      Warrant.

     

    6.    In
      case
      of any consolidation with or merger of the Company with or into another
corporation
      (other than a merger or consolidation in which the Company is the surviving
      or
continuing
      corporation), or in case of any sale, lease, or conveyance to another
      corporation of the property
      and assets of any nature of the Company as an entirety or substantially as
      an
      entirety, such successor, leasing, or purchasing corporation, as the case may
      be, shall (i) execute with the Holder
      an
      agreement providing that the Holder shall have the right thereafter to receive
      upon exercise of this Warrant solely the kind and amount of shares of stock
      and
      other securities, property,
      cash, or any combination thereof receivable upon such consolidation, merger,
      sale, lease,
      or
      conveyance by a holder of the number of shares of Common Stock for which this
      Warrant might have been exercised immediately prior to such consolidation,
      merger, sale, lease, or
      conveyance and (ii) make effective provision in its certificate of incorporation
      or otherwise, if necessary,
      to effect such agreement. Such agreement shall provide for adjustments which
      shall be
      as
      nearly equivalent as practicable to the adjustments in Section 5.

     

    (a) In
      case
      of any reclassification or change of the shares of Common Stock
      issuable upon exercise of this Warrant (other than a change in par value or
      from
      no par value
      to
      a specified par value, or as a result of a subdivision or combination, but
      including any change
      in
      the shares into two or more classes or series of shares), or in case of any
      consolidation or
      merger
      of another corporation into the Company in which the Company is the continuing
      corporation
      and in which there is a reclassification or change (including a change to the
      right to receive
      cash or other property) of the shares of Common Stock (other than a change
      in
      par value, or
      from
      no par value to a specified par value, or as a result of a subdivision or
      combination, but including
      any change in the shares into two or more classes or series of shares), the
      Holder shall have
      the
      right thereafter to receive upon exercise of this Warrant solely the kind and
      amount of shares of stock and other securities, property, cash, or any
      combination thereof receivable upon such reclassification, change,
      consolidation, or merger by a holder of the number of shares of Common
      Stock for which this Warrant might have been exercised immediately prior to
      such
      reclassification, change, consolidation, or merger. Thereafter, appropriate
      provision shall be made
      for
      adjustments which shall be as nearly equivalent as practicable to the
      adjustments in Section
      5.

     

    (b) The
      above
      provisions of this Section 6 shall similarly apply to successive
      reclassifications and changes of shares of Common Stock and to successive
consolidations,
      mergers, sales, leases, or conveyances.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.     In
      case
      at any time the Company shall propose

     

    (a) to
      pay
      any dividend or make any distribution on shares of Common
      Stock in shares of Common Stock or make any other distribution (other than
      regularly scheduled cash dividends which are not in a greater amount per share
      than such most recent cash dividend)
      to all holders of Common Stock; or

     

    (b) to
      issue
      any rights, warrants, or other securities to all holders of Common
      Stock entitling them to purchase any additional shares of Common Stock or any
      other rights,
      warrants, or other securities; or

     

    (c) to
      effect
      any reclassification or change of outstanding shares of Common
      Stock, or any consolidation, merger, sale, lease, or conveyance of property,
      described in
      Section 6; or

     

    (d) to
      effect
      any liquidation, dissolution, or winding-up of the Company;
      or

     

    (e)to
      take
      any other action which would cause an adjustment to the Exercise
      Price;

     

    then,
      and
      in any one or more of such cases, the Company shall give written notice thereof,
      by registered mail, postage prepaid, to the Holder at the Holder's address
      as it
      shall appear in the Warrant
      Register, mailed at least 15 days prior to (i) the date as of which the holders
      of record of shares
      of
      Common Stock to be entitled to receive any such dividend, distribution, rights,
      warrants,
      or other securities are to be determined, (ii) the date on which any such
      reclassification, change
      of
      outstanding shares of Common Stock, consolidation, merger, sale, lease,
      conveyance of
      property, liquidation, dissolution, or winding-up is expected to become
      effective, and the date as
      of
      which it is expected that holders of record of shares of Common Stock shall
      be
      entitled to exchange
      their shares for securities or other property, if any, deliverable upon such
      reclassification,
      change of outstanding shares, consolidation, merger, sale, lease, conveyance
      of
property,
      liquidation, dissolution, or winding up, or (iii) the date of such action which
      would require
      an adjustment to the Exercise Price.

     

    8.    The
      issuance of any shares of Common Stock or other securities upon the exercise
      of
      this Warrant,
      and the delivery of certificates or other instruments representing such shares
      or other securities,
      shall be made without charge to the Holder for any tax or other charge in
      respect of such
      issuance. The Company shall not, however, be required to pay any tax which
      may
      be payable
      in respect of any transfer involved in the issue and delivery of any certificate
      in a name other
      than that of the Holder and the Company shall not be required to issue or
      deliver any such certificate
      unless and until the person or persons requesting the issue thereof shall have
      paid to the
      Company the amount of such tax or shall have established to the satisfaction
      of
      the Company that
      such
      tax has been paid.

     

    9.    If,
      at
      any time during the five year period commencing one year after the effective
      date (the
      "Effective Date") of a registration statement filed by the Company with the
      Securities and Exchange Commission (the "Commission") under the Act relating
      to
      the initial public offering of the
      Company's securities, the Company shall file a registration statement (other
      than on Form S-4,
      Form
      S-8, or any successor form or on any registration statement relating solely
      to
      the exchange
      of securities) with the Securities and Exchange Commission (the "Commission")
      while

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    any
      Warrants are outstanding, the Company shall give all the then holders of the
      Warrants (the "Eligible
      Holders") prior written notice of the filing of such registration statement
      pursuant to the terms
      of
      the Registration Rights Agreement entered into on the date hereof between
      Eligible Holders and the Company, a copy of which is attached hereto as Exhibit
      1. The Eligible Holders will
      have
      the right to have the shares of Common Stock obtainable upon exercise of such
      Warrants
      registered in a registration statement to be filed with the Securities and
      Exchange Commission, pursuant to the terms of said Registration Rights
      Agreement. Notwithstanding anything
      to the contrary contained in this Warrant, under no circumstances will the
      Company be required
      to net cash settle the exercise of this Warrant.

     

    10.    Unless
      registered pursuant to the provisions of Section 9 hereof, the Warrant Shares
      issued
      upon exercise of the Warrants shall be subject to a stop transfer order and
      the
      certificate or certificates
      evidencing such Warrant Shares shall bear the following legend:

     

    "THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED
      OR
      HYPOTHECATED UNLESS THE REGISTRATION
      PROVISIONS OF SAID ACT OR APPLICABLE STATE LAW HAVE BEEN COMPLIED WITH OR UNLESS
      THE COMPANY HAS RECEIVED AN OPINION OF
      ITS
      COUNSEL OR AN OPINION OF OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
      AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED."

     

    11.    Upon
      receipt of evidence satisfactory to the Company of the loss, theft, destruction,
      or mutilation
      of any Warrant (and upon surrender of any Warrant if mutilated), and upon
reimbursement
      of the Company's reasonable incidental expenses, the Company shall execute
      and
deliver
      to the Holder thereof a new Warrant of like date, tenor, and
      denomination.

     

    12.    The
      Holder of any Warrant shall not have, solely on account of such status, any
      rights of a
      stockholder of the Company, either at law or in equity, or to any notice of
      meetings of stockholders
      or of any other proceedings of the Company, except as provided in this
      Warrant.

     

    13.    In
      the
      case of a dispute as to the determination of the Exercise Price or the
      arithmetic calculation
      of the Warrant Shares including but not limited to the determination of Current
      Market
      Price, the Company shall submit the disputed determinations or arithmetic
      calculations via
      facsimile within two days of receipt of the Exercise Notice giving rise to
      such
      dispute, as the case
      may
      be, to the holder of this Warrant. If the holder of this Warrant and the Company
      are unable
      to
      agree upon such determination or calculation of the Exercise Price or the
      Warrant Shares
      or
      the Current Market Price within three business days of such disputed
      determination or arithmetic
      calculation being submitted to the Holder, then the Company shall, within two
      business
      days submit via facsimile (a) the disputed determination of the Exercise Price
      or the Current
      Market Price to an independent, reputable investment bank selected by the
      Company and reasonably
      approved by the holder of this Warrant or (b) the disputed arithmetic
      calculation of the Warrant Shares to the Company's independent, outside
      accountant. The Company shall cause
      the
      investment bank or the accountant, as the case may be, to perform the
      determinations or
      calculations and notify the Company and the Holder of the results no later
      than
      ten business days
      from
      the time it receives the disputed determinations or calculations. Such
      investment bank's
      or
      accountant's determination or calculation, as the case may be, shall be binding
      upon all

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    parties
      absent demonstrable error. A business day means any day other than Saturday,
      Sunday or other
      day
      on which commercial banks in The City of New York are authorized or required
      by
law
      to
      remain closed.

     

    14.    Any
      notice or other communication required or permitted to be given hereunder shall
      be in
      writing and shall be mailed by certified mail, return receipt requested or
      sent
      by Federal Express,
      Express Mail, or similar overnight delivery or courier service or delivered
      (in
      person or by
      telecopy, telex, or similar telecommunications equipment) against receipt to
      the
      party to whom it is to be given, if sent to the Company, at: 30 East
      81st
      Street,
      Suite 11E, New York, New
      York
      10028, Attention: Andrew Scott; or if sent to the Holder, at the Holder's
      address as it shall
      appear on the Warrant Register; or to such other address as the party shall
      have
      furnished in writing
      in accordance with the provisions of this Section 16. Any notice or other
      communication given
      by
      certified mail shall be deemed given at the time of certification thereof,
      except for a notice changing a party's address which will be deemed given at
      the
      time of receipt thereof. Any notice
      given by other means permitted by this Section 14 shall be deemed given at
      the
      time of receipt
      thereof.

     

    15.    This
      Warrant shall be binding upon the Company and its successors and assigns and
      shall inure
      to
      the benefit of the Holder and its successors and assigns.

     

    16.    This
      Warrant shall be construed in accordance with the laws of the State of New
      York
applicable
      to contracts made and performed within such State, without regard to principles
      of conflicts
      of law.

     

    17.    The
      Company irrevocably consents to the jurisdiction of the courts of the State
      of
      New York and of any federal court located in such State in connection with
      any
      action or proceeding arising out of or relating to this Warrant, any document
      or
      instrument delivered pursuant to, in connection with or simultaneously with
      this
      Warrant, or a breach of this Warrant or any such document
      or instrument. In any such action or proceeding, the Company waives personal
      service of
      any
      summons, complaint or other process and agrees that service thereof may be
      made
      in accordance
      with Section 14 hereof. Within 30 days after such service, or such other time
      as
      may be mutually agreed upon in writing by the attorneys for the parties to
      such
      action or proceeding, the
      Company shall appear to answer such summons, complaint or other process. Should
      the Company
      so served fail to appear or answer within such 30-day period or such extended
      period, as
      the
      case maybe, the Company shall be deemed in default and judgment may be entered
      against
      the Company for the amount as demanded in any summons, complaint or other
      process so
      served.

     

    [Remainder
      of page intentionally left blank]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
      by its President under its corporate seal and attested by its Secretary on
      the
      day and year
      first written below.

     

     

    


    
      	
              Dated:

            	      
	
              ,
                2007

            
	 	
            


    

     

     

    PINPOINT
      RECOVERY SOLUTIONS CORP.

     

     

    By:
      
      
        

      

    

    Name:

    Title:

     

    [Seal]

     

    ATTEST:

    
       

       

      
        

      

    

    Secretary

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    16.    This
      Warrant shall be construed in accordance with the laws of the State of
      New
      York applicable to contracts made and performed within such State, without
      regard to principles
      of conflicts of law.

     

    17.    The
      Company irrevocably consents to the jurisdiction of the courts of the
State
      of
      New York and of any federal court located in such State in connection with
      any
      action or proceeding
      arising out of or relating to this Warrant, any document or instrument delivered
      pursuant
      to,
      in
      connection with or simultaneously with this Warrant, or a breach of this Warrant
      or
      any
      such document or instrument. In any such action or proceeding, the Company
      waives personal
      service of any summons, complaint or other process and agrees .that service
      thereof may be
      made
      in accordance with Section 14 hereof. Within 30 days after such service, or
      such
      other time
      as
      may be mutually agreed upon in writing by the attorneys for the parties to
      such
      action or proceeding,
      the Company shall appear to answer such summons, complaint or other process.
      Should the Company so served fail to appear or answer within such 30-day period
      or such extended period, as the case may be, the Company shall be deemed in
      default and judgment may be
      entered against the Company for the amount as demanded in any summons, complaint
      or other
      process so served.

     

    IN
      WITNESS WHEREOF, the
      Company has
      caused this Warrant to be duly executed by its
      President under its corporate seal and attested by its Secretary on the day
      and
      year first written below.

     

    Dated:
      _____________________,
      2007

     

    PINPOINT
      RECOVERY SOLUTIONS CORP.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM
      OF
      ASSIGNMENT

     

    (To
      be
      executed by the registered holder if such holder desires to transfer the
      attached Warrant.)

     

    FOR
      VALUE
      RECEIVED, ___________________________________________ hereby
      sells, assigns,
      and transfers unto ______________________ a
      Warrant
      to purchase ____________ shares
      of
Common
      Stock, par value $.001 per share, of Pinpoint Recovery Solutions Corp. (the
      "Company"),
      together with all right, title, and interest therein, and does hereby
      irrevocably constitute
      and appoint _________________ attorney
      to transfer such Warrant on the books of the Company,
      with full power of substitution.

     

    Dated:
      _____________________________

     

    Signature:
      __________________________

    


    NOTICE

    


    The
      signature on the foregoing Assignment must correspond to the name as
written
      upon the face of this Warrant in every particular, without alteration or
      enlargement or any change
      whatsoever.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	To:	
              Pinpoint
                Recovery Solutions Corp.

            


    

     

    30
      East
      Se Street, Suite 11E

    New
      York,
      NY 10028

    Attn:
      Andrew Scott

     

    ELECTION
      TO EXERCISE

     

    The
      undersigned hereby exercises his or its rights to purchase __________
Warrant
      Shares covered
      by the within Warrant and tenders payment herewith in the amount of $__________
      in
      accordance
      with the terms thereof, and requests that certificates for such securities
      be
      issued in the
      name
      of, and delivered to:

     

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

     

    (Print
      Name, Address and Social Security

    or
      Tax
      Identification Number)

     

    or,
      in
      lieu of cash payment, the undersigned hereby elects to effect a "Net Issue
      Exercise" Under Section
      1(b) of the Warrant and hereby requests the issuance __________ of shares
      of
      Common Stock
      under this Warrant in exchange for the right to purchase __________ shares
      of
      Common Stock
      under this Warrant.

     

    If
      such
      number of Warrant Shares shall not be all the Warrant Shares covered by
the
      within Warrant, that a new Warrant for the balance of the Warrant Shares covered
      by the within Warrant shall be registered in the name of, and delivered to,
      the
      undersigned at the address
      stated below.

     

     

    
       

      Name
        ______________________________________

      (Print)

       
Dated: 
      _____

     

     

    Address:
      ________________________________________________________________________________

     

     

    
      
        

      

    

    (Signature)