EXHIBIT 4.5 


VISUAL MANAGEMENT SYSTEMS HOLDING, INC.


Warrant
No.________ 


WARRANT TO PURCHASE COMMON STOCK


VOID AFTER 5:00 P.M., EASTERN TIME,

ON THE EXPIRATION DATE


THIS WARRANT
AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH
THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE
SECURITIES LAWS OR WITHOUT DELIVERING AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 


                    FOR
VALUE RECEIVED, VISUAL MANAGEMENT SYSTEMS HOLDING, INC., a New Jersey
corporation (the “Company”), hereby agrees to sell upon the terms and on the
conditions hereinafter set forth, at any time commencing on the date hereof but
no later than 5:00 p.m., Eastern Time, on _________, 2011 (the “Expiration
Date”) to ______________________, or registered assigns (the “Holder”), under
the terms as hereinafter set forth, _____________________ (__________) fully
paid and non-assessable shares of the Company’s Common Stock, par value $0.01
per share (the “Warrant Stock”), at a purchase price per share of $0.75 (the
“Warrant Price”), pursuant to this warrant (this “Warrant”). The number of
shares of Warrant Stock to be so issued and the Warrant Price are subject to
adjustment in certain events as hereinafter set forth. The term “Common Stock”
shall mean, when used herein, unless the context otherwise requires, the stock
and other securities and property at the time receivable upon the exercise of
this Warrant. 


                    This
Warrant is one of a series of the Company’s Warrants to purchase Common Stock
(collectively, the “Warrants”), issued to selected accredited investors
pursuant to the terms and conditions of that certain Subscription Agreement
dated March ___, 2007. 


	
 

	
 

	
 


	
1.

	
Exercise of Warrant.


	
 

	
 

	
 


	
 

	
(a)

	
The Holder
  may exercise this Warrant according to its terms by surrendering to the
  Company at the address set forth in Section 10, this Warrant and the election
  to purchase form attached hereto having then been duly executed by the
  Holder, accompanied by cash, certified check or bank draft in payment of the
  purchase price, in lawful money of the United States of America, for the
  number of shares of the Warrant Stock specified in the subscription form, or
  as otherwise provided in this Warrant prior to 5:00 p.m., Eastern Time, on
  the Expiration Date. 


	
 

	
 

	
 


	
 

	
(b)

	
The Holder
  may alternatively exercise this Warrant according to its terms by
  surrendering this Warrant to the Company at the address set forth in Section
  10, 





Confidential and Proprietary


452638-2 






	
 

	
 

	
 


	
 

	
 

	
the notice
  of cashless exercise attached hereto having then been duly executed by the
  Holder, in which event the Company shall issue to the Holder the number of
  shares of Warrant Stock determined as follows:








	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
X = Y
  (A-B)/A


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
where:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
X = the
  number of shares of Warrant Stock to be issued to the Holder.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
A = the
  closing sale price of the Warrant Stock for the trading day immediately prior
  to the date of exercise.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
B = the
  Warrant Price.








	
 

	
 

	
 


	
 

	
(c)

	
This Warrant
  may be exercised in whole or in part. If exercised in part, the Company shall
  deliver to the Holder a new Warrant, identical in form, in the name of the
  Holder, evidencing the right to purchase the number of shares of Warrant
  Stock as to which this Warrant has not been exercised, which new Warrant
  shall be signed by the Chairman, Chief Executive Officer or President of the
  Company. The term Warrant as used herein shall include any subsequent Warrant
  issued as provided herein. 


	
 

	
 

	
 


	
 

	
(d)

	
No
  fractional shares or scrip representing fractional shares shall be issued
  upon the exercise of this Warrant. The Company shall pay cash in lieu of
  fractions with respect to the Warrants based upon the fair market value of
  such fractional shares of Common Stock (which shall be the closing price of
  such shares on the exchange or market on which the Common Stock is then
  traded) at the time of exercise of this Warrant. 


	
 

	
 

	
 


	
 

	
(e)

	
In the event
  of any exercise of the rights represented by this Warrant, a certificate or
  certificates for the Warrant Stock so purchased, registered in the name of
  the Holder, shall be delivered to the Holder within a reasonable time after
  such rights shall have been so exercised. The person or entity in whose name
  any certificate for the Warrant Stock is issued upon exercise of the rights
  represented by this Warrant shall for all purposes be deemed to have become
  the holder of record of such shares immediately prior to the close of
  business on the date on which the Warrant was surrendered and payment of the
  Warrant Price and any applicable taxes was made, irrespective of the date of
  delivery of such certificate, except that, if the date of such surrender and
  payment is a date when the stock transfer books of the Company are closed,
  such person shall be deemed to have become the holder of such shares at the
  opening of business on the next succeeding date on which the stock transfer
  books are open. Except as provided in Section 4 hereof, the Company shall pay
  any and all documentary stamp or similar issue or 





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transfer
  taxes payable in respect of the issue or delivery of shares of Common Stock
  on exercise of this Warrant.


	
 

	
 

	
 


	
2.

	
Disposition of Warrant Stock and Warrant.


	
 

	
 

	
 


	
 

	
(a)

	
The Holder
  hereby acknowledges that this Warrant and any Warrant Stock purchased
  pursuant hereto are not being registered (i) under the Act on the ground that
  the issuance of this Warrant is exempt from registration under Section 4(2)
  of the Act as not involving any public offering or (ii) under any applicable
  state securities law because the issuance of this Warrant does not involve
  any public offering; and that the Company’s reliance on the Section 4(2)
  exemption of the Act and under applicable state securities laws is predicated
  in part on the representations hereby made to the Company by the Holder that
  it is acquiring this Warrant and will acquire the Warrant Stock for
  investment for its own account, with no present intention of dividing its
  participation with others or reselling or otherwise distributing the same,
  subject, nevertheless, to any requirement of law that the disposition of its
  property shall at all times be within its control.


	
 

	
 

	
 


	
 

	
 

	
The Holder
  hereby agrees that it will not sell or transfer all or any part of this
  Warrant and/or Warrant Stock unless and until it shall first have given
  notice to the Company describing such sale or transfer and furnished to the
  Company either (i) an opinion, reasonably satisfactory to counsel for the
  Company, of counsel (skilled in securities matters, selected by the Holder
  and reasonably satisfactory to the Company) to the effect that the proposed
  sale or transfer may be made without registration under the Act and without
  registration or qualification under any state law, or (ii) an interpretative
  letter from the Securities and Exchange Commission to the effect that no
  enforcement action will be recommended if the proposed sale or transfer is
  made without registration under the Act.


	
 

	
 

	
 


	
 

	
(b)

	
If, at the
  time of issuance of the shares issuable upon exercise of this Warrant, no
  registration statement is in effect with respect to such shares under
  applicable provisions of the Act, the Company may at its election require
  that the Holder provide the Company with written reconfirmation of the Holder’s
  investment intent and that any stock certificate delivered to the Holder of a
  surrendered Warrant shall bear legends reading substantially as follows:


	
 

	
 

	
 


	
 

	
 

	
“TRANSFER OF
  THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS
  SET FORTH IN THE WARRANT PURSUANT TO WHICH THESE SHARES WERE PURCHASED FROM
  THE COMPANY. COPIES OF THOSE RESTRICTIONS ARE ON FILE AT THE PRINCIPAL
  OFFICES OF THE COMPANY, AND NO TRANSFER OF SUCH SHARES OR OF THIS
  CERTIFICATE, OR OF ANY SHARES OR OTHER SECURITIES (OR CERTIFICATES THEREFOR)
  ISSUED IN EXCHANGE FOR OR IN RESPECT OF SUCH SHARES, SHALL BE





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EFFECTIVE
  UNLESS AND UNTIL THE TERMS AND CONDITIONS THEREIN SET FORTH SHALL HAVE BEEN
  COMPLIED WITH.”


	
 

	
 

	
 


	
 

	
 

	
“THE SHARES
  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
  ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
  OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
  ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THIS
  CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”


	
 

	
 

	
 


	
 

	
In addition,
  so long as the foregoing legend may remain on any stock certificate delivered
  to the Holder, the Company may maintain appropriate “stop transfer” orders
  with respect to such certificates and the shares represented thereby on its
  books and records and with those to whom it may delegate registrar and
  transfer functions.


	
 

	
 

	
 


	
3.

	
Reservation
of Shares. The Company hereby agrees that at all times there shall be reserved
for issuance upon the exercise of this Warrant such number of shares of its
Common Stock as shall be required for issuance upon exercise of this Warrant.
The Company further agrees that all shares which may be issued upon the
exercise of the rights represented by this Warrant will be duly authorized
and will, upon issuance and against payment of the exercise price, be validly
issued, fully paid and non-assessable, free from all taxes, liens, charges
and preemptive rights with respect to the issuance thereof, other than taxes,
if any, in respect of any transfer occurring contemporaneously with such
issuance and other than transfer restrictions imposed by federal and state
securities laws.  


	
 

	
 


	
4.

	
Exchange, Transfer or Assignment of Warrant.
  This Warrant is exchangeable, without expense, at the option of the Holder,
  upon presentation and surrender hereof to the Company or at the office of its
  stock transfer agent, if any, for other Warrants of different denominations,
  entitling the Holder or Holders thereof to purchase in the aggregate the same
  number of shares of Common Stock purchasable hereunder. Upon surrender of
  this Warrant to the Company or at the office of its stock transfer agent, if
  any, with the Assignment Form annexed hereto duly executed and funds
  sufficient to pay any transfer tax, the Company shall, without charge,
  execute and deliver a new Warrant in the name of the assignee named in such
  instrument of assignment and this Warrant shall promptly be canceled. This
  Warrant may be divided or combined with other Warrants that carry the same
  rights upon presentation hereof at the office of the Company or at the office
  of its stock transfer agent, if any, together with a written notice
  specifying the names and denominations in which new Warrants are to be issued
  and signed by the Holder hereof.


	
 

	
 


	
5.

	
Capital Adjustments. This Warrant is
  subject to the following further provisions:


	
 

	
 

	
 


	
 

	
(a)

	
Recapitalization,
  Reclassification and Succession. If any
  recapitalization of the Company or reclassification of its Common Stock or
  any merger or consolidation





4






	
 

	
 

	
 


	
 

	
 

	
of the
  Company into or with a corporation or other business entity, or the sale or
  transfer of all or substantially all of the Company’s assets or of any
  successor corporation’s assets to any other corporation or business entity
  (any such corporation or other business entity being included within the
  meaning of the term “successor corporation”) shall be effected, at any time
  while this Warrant remains outstanding and unexpired, then, as a condition of
  such recapitalization, reclassification, merger, consolidation, sale or
  transfer, lawful and adequate provision shall be made whereby the Holder of
  this Warrant thereafter shall have the right to receive upon the exercise
  hereof as provided in Section 1 and in lieu of the shares of Common Stock
  immediately theretofore issuable upon the exercise of this Warrant, such
  shares of capital stock, securities or other property as may be issued or
  payable with respect to or in exchange for a number of outstanding shares of
  Common Stock equal to the number of shares of Common Stock immediately
  theretofore issuable upon the exercise of this Warrant had such
  recapitalization, reclassification, merger, consolidation, sale or transfer
  not taken place, and in each such case, the terms of this Warrant shall be
  applicable to the shares of stock or other securities or property receivable
  upon the exercise of this Warrant after such consummation.


	
 

	
 

	
 


	
 

	
(b)

	
Subdivision
  or Combination of Shares. If the Company at any time
  while this Warrant remains outstanding and unexpired shall subdivide or
  combine its Common Stock, the number of shares of Warrant Stock purchasable
  upon exercise of this Warrant and the Warrant Price shall be proportionately
  adjusted.


	
 

	
 

	
 


	
 

	
(c)

	
Stock
  Dividends and Distributions. If the Company at any
  time while this Warrant is outstanding and unexpired shall issue or pay the
  holders of its Common Stock, or take a record of the holders of its Common
  Stock for the purpose of entitling them to receive, a dividend payable in, or
  other distribution of, Common Stock, then the number of shares of Warrant
  Stock purchasable upon exercise of this Warrant shall be adjusted to the
  number of shares of Common Stock that Holder would have owned immediately
  following such action had this Warrant been exercised immediately prior
  thereto.


	
 

	
 

	
 


	
 

	
(d)

	
Adjustment
  Upon Issuance of Shares of Common Stock. If and
  whenever on or after the date of the issuance of this Warrant the Company
  issues or sells, or in accordance with this Section 5 is deemed to have
  issued or sold, any shares of Common Stock (excluding any issuance otherwise
  covered by Section 5(a), 5(b) or 5(c) above or any issuance or deemed
  issuance described in Section 5(d)(v) below) for a consideration per share
  (the “New Securities Issuance Price”) less than a price (the “Applicable
  Price”) equal to the Warrant Price in effect immediately prior to such issue
  or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”),
  then immediately after such Dilutive Issuance, the Warrant Price then in
  effect shall be reduced to an amount equal to the New Securities Issuance
  Price. For purposes of determining the adjusted Warrant Price under this
  Section 5(d), the following shall be applicable:





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(i)

	
Issuance of
  Options. If the Company in any manner grants any
  rights, warrants or options (collectively, “Options”) to subscribe for or
  purchase (A) any shares of Common Stock, or (B) or any securities convertible
  into or exchangeable for shares of Common Stock (“Convertible Securities”)
  and the lowest price per share for which one share of Common Stock is
  issuable upon the exercise of any such Option or upon conversion or exchange
  of any Convertible Securities issuable upon exercise of any such Option is
  less than the Applicable Price, then such share of Common Stock shall be
  deemed to be outstanding and to have been issued and sold by the Company at
  the time of the granting of such Option for such price per share. For
  purposes of this Section 5(d)(i), the “lowest price per share for which one
  share of Common Stock is issuable upon exercise of any such Option or upon
  conversion or exchange of any such Convertible Securities” shall be equal to
  the sum of the lowest amounts of consideration (if any) received or
  receivable by the Company with respect to any one share of Common Stock upon
  the granting of the Option, upon exercise of the Option and upon conversion
  or exchange of any Convertible Security issuable upon exercise of such
  Option. No further adjustment of the Warrant Price shall be made upon the
  actual issuance of such shares of Common Stock upon exercises of such Options
  upon conversion or exchange of such Convertible Securities. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
Issuance of
  Convertible Securities. If the Company in any manner
  issues or sells any Convertible Securities and the lowest price per share for
  which one share of Common Stock is issuable upon the conversion or exchange
  thereof is less than the Applicable Price, then such shares of Common Stock
  shall be deemed to be outstanding and to have been issued and sold by the
  Company at the time of the issuance or sale of such Convertible Securities
  for such price per share. For the purposes of this Section 5(d)(ii), the
  “lowest price per share for which one share of Common Stock is issuable upon
  the conversion or exchange” shall be equal to the sum of the lowest amounts
  of consideration (if any) received or receivable by the Company with respect
  to any one share of Common Stock upon the issuance or sale of the Convertible
  Security and upon conversion or exchange of such Convertible Security. No
  further adjustment of the Warrant Price shall be made upon the actual
  issuance of such shares of Common Stock upon conversion or exchange of such
  Convertible Securities, and if any such issue or sale of such Convertible
  Securities is made upon exercise of any Options for which adjustment of this
  Warrant has been or is to be made pursuant to other provisions of this
  Section 5(d), no further adjustment of the Warrant Price shall be made by
  reason of such issue or sale. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
Change in
  Option Price or Rate of Conversion; Expiration. If
  the purchase price provided for in any Options, the additional consideration,
  if any, payable upon the issue, conversion or exchange of any Convertible
  Securities, or the rate at which any Convertible Securities are convertible 





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into or
  exchangeable for shares of Common Stock increases or decreases at any time,
  the Warrant Price in effect at the time of such increase or decrease shall be
  adjusted to the Warrant Price which would have been in effect at such time
  had such Options or Convertible Securities provided for such increased or
  decreased purchase price, additional consideration or increased or decreased
  conversion rate, as the case may be, at the time initially granted, issued or
  sold. For purposes of this Section 5(d)(iii), if the terms of any Option or
  Convertible Security that was outstanding as of the date of issuance of this
  Warrant are increased or decreased in the manner described in the immediate
  preceding sentence, then such Option or Convertible Security and the shares
  of Common Stock deemed issuable upon exercise, conversion or exchange thereof
  shall be deemed to have been issued as of the date of such increase or
  decrease. Upon the expiration of any Option or the right to convert or
  exchange any Convertible Security, the issuance of which resulted in an
  adjustment of the Warrant Price under this Section 5(d), or if any such
  Option or Convertible Security ceases to be outstanding, and such Option
  shall not have been exercised or such Convertible Security shall not have
  been converted into or exchanged for Common Stock, the Warrant Price shall be
  recomputed to the price which it would have been (but reflecting any other
  adjustments made pursuant to this Section 5(d) upon the issuance of Common
  Stock, Options or Convertible Securities) had the adjustment made by reason
  of the issuance of such Option or Convertible Security not been made.


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
Calculation
  of Consideration Received. In case any Option is
  issued in connection with the issue or sale of other securities of the
  Company, together comprising one integrated transaction in which no specific
  consideration is allocated to such Options by the parties thereto, the
  Options will be deemed to have been issued for a consideration of $0.01. If
  any shares of Common Stock, Options or Convertible Securities are issued or
  sold or deemed to have been issued or sold for cash, the consideration
  received therefore will be deemed to be the gross amount received by the
  Company therefore. If any shares of Common Stock, Options or Convertible
  Securities are issued or sold for a consideration other than cash, the amount
  of such consideration received by the Company will be the fair value of such
  consideration, except where such consideration consists of securities, in
  which case the amount of consideration received by the Company will be the
  Market Price (as defined below) of such security on the date of receipt. The
  fair value of any consideration other than cash or securities will be
  determined in good faith by the Company’s Board of Directors. The term
  “Market Price” shall mean the average of the closing prices of such
  security’s sales on the principal securities exchanges on which such security
  may at the time be listed, or, if there has been no sales on any such
  exchange on any day, the average of the highest bid and lowest asked prices
  on all such exchanges at the end of such day, or, if on any day such security
  is not so listed, the





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average of
  the representative bid and asked prices quoted on the Nasdaq Stock Market as
  of 4:00 P.M., New York time, or, if on any day such security is not quoted on
  the Nasdaq Stock Market, the average of the highest bid and lowest asked
  prices on such day in the NASD’s over the counter bulletin board, or any
  similar successor organization, in each such case averaged over a period of
  five days consisting of the day prior to the day as of which Market Price is
  being determined and the four consecutive business days prior to such day. If
  at any time such security is not listed on any securities exchange or quoted
  on the Nasdaq Stock Market or the over-the-counter bulletin board, the Market
  Price shall be the fair value thereof determined in good faith by the Corporation’s
  Board of Directors.


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
No
  Adjustment for Certain Issuances. No adjustments
  shall be made under this Section 5(d) as a result of issuances of Common
  Stock, Options or Convertible Securities in acquisitions, mergers or
  strategic alliances, or upon the exercise of any such Options or conversion
  or exchange of any such Convertible Securities.








	
 

	
 

	
 


	
 

	
(e)

	
Warrant
  Price Adjustment. Whenever the number of shares of
  Warrant Stock purchasable upon exercise of this Warrant is adjusted, as
  herein provided, the Warrant Price payable upon the exercise of this Warrant
  shall be adjusted to that price determined by multiplying the Warrant Price
  immediately prior to such adjustment by a fraction (i) the numerator of which
  shall be the number of shares of Warrant Stock purchasable upon exercise of
  this Warrant immediately prior to such adjustment, and (ii) the denominator
  of which shall be the number of shares of Warrant Stock purchasable upon
  exercise of this Warrant immediately thereafter. 


	
 

	
 

	
 


	
 

	
(f)

	
Certain Shares
  Excluded. The number of shares of Common Stock
  outstanding at any given time for purposes of the adjustments set forth in
  this Section 5 shall exclude any shares then directly or indirectly held in
  the treasury of the Company. 


	
 

	
 

	
 


	
 

	
(g)

	
Deferral and
  Cumulation of De Minimis Adjustments. The Company
  shall not be required to make any adjustment pursuant to this Section 5 if
  the amount of such adjustment would be less than one percent (1%) of the
  Warrant Price in effect immediately before the event that would otherwise
  have given rise to such adjustment. In such case, however, any adjustment
  that would otherwise have been required to be made shall be made at the time
  of and together with the next subsequent adjustment which, together with any
  adjustment or adjustments so carried forward, shall amount to not less than
  one percent (1%) of the Warrant Price in effect immediately before the event
  giving rise to such next subsequent adjustment. All calculations under this
  Section 5 shall be made to the nearest cent or to the nearest one-hundredth
  of a share, as the case may be, but in no event shall the Company be
  obligated to issue fractional shares of Common Stock or fractional portions
  of any securities upon the exercise of the Warrants. 





8






	
 

	
 

	
 


	
 

	
(h)

	
Duration of
Adjustment. Following each computation or readjustment as provided in this
Section 5, the new adjusted Warrant Price and number of shares of Warrant
Stock purchasable upon exercise of this Warrant shall remain in effect until
a further computation or readjustment thereof is required. 


	
 

	
 

	
 


	
6.

	
Notice to Holders.


	
 

	
 

	
 


	
 

	
(a)

	
Notice of
Record Date. In case: 








	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
the Company
  shall take a record of the holders of its Common Stock (or other stock or
  securities at the time receivable upon the exercise of this Warrant) for the
  purpose of entitling them to receive any dividend (other than a cash dividend
  payable out of earned surplus of the Company) or other distribution, or any
  right to subscribe for or purchase any shares of stock of any class or any other
  securities, or to receive any other right; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
of any
  capital reorganization of the Company, any reclassification of the capital
  stock of the Company, any consolidation with or merger of the Company into
  another corporation, or any conveyance of all or substantially all of the
  assets of the Company to another corporation; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii) 

	
of any
  voluntary dissolution, liquidation or winding-up of the Company;








	
 

	
 


	
 

	
then, and in
  each such case, the Company will mail or cause to be mailed to the Holder
  hereof at the time outstanding a notice specifying, as the case may be, (i)
  the date on which a record is to be taken for the purpose of such dividend,
  distribution or right, and stating the amount and character of such dividend,
  distribution or right, or (ii) the date on which such reorganization,
  reclassification, consolidation, merger, conveyance, dissolution, liquidation
  or winding-up is to take place, and the time, if any, is to be fixed, as of
  which the holders of record of Common Stock (or such stock or securities at
  the time receivable upon the exercise of this Warrant) shall be entitled to
  exchange their shares of Common Stock (or such other stock or securities) for
  securities or other property deliverable upon such reorganization, reclassification,
  consolidation, merger, conveyance, dissolution or winding-up. Such notice
  shall be mailed at least twenty (20) calendar days prior to the record date
  therein specified, or if no record date shall have been specified therein, at
  least twenty (20) days prior to such specified date. 








	
 

	
 

	
 


	
 

	
(b)

	
Certificate
  of Adjustment. Whenever any adjustment shall be made
  pursuant to Section 5 hereof, the Company shall promptly make available and
  have on file for inspection a certificate signed by its Chairman, Chief
  Executive Officer, President or Vice President, setting forth in reasonable
  detail the event requiring the adjustment, the amount of the adjustment, the
  method by which such adjustment was calculated and the Warrant Price and
  number of shares of Warrant Stock purchasable upon exercise of this Warrant
  after giving effect to such adjustment. 


	
 

	
 

	
 


	
7.

	
Loss, Theft, Destruction or Mutilation.
  Upon receipt by the Company of evidence satisfactory to it, in the exercise
  of its reasonable discretion, of the ownership and the loss, theft,
  destruction or mutilation of this Warrant and, in the case of loss, theft or 





9






	
 

	
 


	
 

	
destruction,
  of indemnity reasonably satisfactory to the Company and, in the case of
  mutilation, upon surrender and cancellation thereof, the Company will execute
  and deliver in lieu thereof, without expense to the Holder, a new Warrant of
  like tenor dated the date hereof.


	
 

	
 


	
8.

	
Warrant Holder Not a Stockholder. The
  Holder of this Warrant, as such, shall not be entitled by reason of this
  Warrant to any rights whatsoever as a stockholder of the Company, including
  but not limited to voting rights.


	
 

	
 


	
9.

	
Registration Rights. The Warrant Stock
  will be accorded the registration rights under the Act set forth in that
  certain Subscription Agreement between the Company and the Holders, a form of
  which agreement is being furnished concurrently herewith.


	
 

	
 


	
10.

	
Notices. Any notice required or
  contemplated by this Warrant shall be in writing and shall be deemed to have
  been duly given if delivered to the addressee in person, deposited with a
  reputable overnight courier or transmitted by registered or certified mail,
  return receipt requested, to the Company at1000 Industrial Way North, Suite
  C, Toms River, NJ 08755, or to the Holder at the name and address set forth
  in the Warrant Register maintained by the Company, or to such other addresses
  as any of them, by notice to the others, may designate from time to time.


	
 

	
 


	
11.

	
Governing Law; Venue; Attorney Fees and Costs.
  This Warrant shall be governed by and construed in accordance with the laws
  of the State of Florida. Any action brought by either party against the other
  concerning the transactions contemplated by this Warrant shall be brought
  only in the federal or state courts located in Broward County, Florida. Both
  parties and the individual signing this Warrant on behalf of the Borrower
  agree to submit to the jurisdiction of such courts. The prevailing party
  shall be entitled to recover from the other party its reasonable attorney’s
  fees and costs in the event of any dispute regarding the enforcement of the
  terms and conditions of this Warrant.





          IN
WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its
behalf, in its corporate name and by a duly authorized officer, as of this
_____ day of _________ 2007. 


	
 

	
 

	
 


	
 

	
 

	
VISUAL
  MANAGEMENT SYSTEMS


	
 

	
 

	
HOLDING,
  INC.


	
 

	
 

	
 


	
By:

	
 

	
 


	
 

	
 

	 


	
Name:

	
 

	
 


	
Title:

	
 

	
 





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ELECTION TO PURCHASE


(To be executed by the registered holder if
such holder desires to exercise the within Warrants)


Visual Management Systems Holding, Inc. 
1000 Industrial Way North 

Suite C 

Toms River, NJ 08755


                    The
undersigned hereby (1) irrevocably elects to exercise his or its rights to
purchase ____________ shares of Common Stock covered by the within Warrants,
(2) makes payment in full of the Purchase Price by enclosure of cash, a
certified check or bank draft, (3) requests that certificates for such shares
of Common Stock be issued in the name of: 


Please print
name, address and Social Security or Tax Identification Number: 


	
   

  	
   

  
	 


  	
   

  
	
   

  	
   

  
	 


  	
   

  
	
   

  	
   

  
	 


  	
   

  
	
   

  	
   

  
	 


  	
   

  



and (4) if
said number of shares of Common Stock shall not be all the shares evidenced by
the within Warrants, requests that a new warrant certificate for the balance of
the shares covered by the within Warrants be registered in the name of, and
delivered to: 


Please print
name and address: 


	
   

  	
   

  
	 


  	
   

  
	
   

  	
   

  
	 


  	
   

  
	
   

  	
   

  
	 


  	
   

  



                    In
lieu of receipt of a fractional share of Common Stock, the undersigned will
receive a check representing payment therefor. 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	 
 	 
 
	
   

  	 

  	 
 	 


  	
   

  
	
   

  	 
 	
  WARRANT
  HOLDER

  
	
   

  	 
 	
   

  
	
   

  	 
 	
  By:

  
	
   

  	 
 	
   

  	 


  	
   

  
	
   

  	 
 	
   

  	
  Name:

  
	
   

  	 
 	
   

  	
  Title:

  
	
   

  	 
 	
   

  	
   

  



11






NOTICE OF CASHLESS EXERCISE


(To be executed upon exercise of warrant
pursuant to Section 1(b))


                    The
undersigned, the Holder of the attached Warrant, hereby irrevocably elects to
exchange its Warrant for _________ shares of Warrant Stock pursuant to the
cashless exercise provisions of the within Warrant, as provided for in Section
1(b) of such Warrant, and requests that a certificate or certificates for such
shares of Warrant Stock (and any warrants or other property issuable upon such
exercise) be issued in the name of and delivered to __________________________
whose address is _______________________________ (social security or taxpayer
identification number ___________) and, if such shares shall not include all of
the shares issuable under such warrant, that a new warrant of like tenor and
date for the balance of the shares issuable thereunder be delivered to the
undersigned. 


	
   

  	
   

  	
   

  
	
   

  	
  HOLDER:

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	 


  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	 


  	
   

  
	
   

  	
  Signature,
  if jointly held

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	 


  	
   

  
	
   

  	
  Date

  	
   

  



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ASSIGNMENT FORM


FOR VALUE RECEIVED,______________________________________________________________________________
____________


hereby sells,
assigns and transfers unto 


	
   

  	
   

  
	
  Name:

  	
  ___________________________________________________________________________________________________

  
	
   

  	
  (Please
  typewrite or print in block letters)

  



Social
Security or Taxpayer Identification Number
:___________________________________________________________


the right to
purchase Common Stock of Visual Management Systems Holding, Inc., a New Jersey
corporation, represented by this Warrant to the extent of shares as to which
such right is exercisable and does hereby irrevocably constitute and appoint
____________________________, Attorney, to transfer the same on the books of
the Company with full power of substitution in the premises. 


	
   

  	
   

  	
   

  	
   

  
	
  DATED:
  _____________________

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	 


  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	 


  	
   

  
	
   

  	
  Signature,
  if jointly held

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	 


  	
   

  	
   

  	
   

  



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