THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("1933
ACT") OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

2006-B-1

                           WARRANT TO PURCHASE SHARES
                                 OF THE STOCK OF
                         OCEAN WEST HOLDING CORPORATION.
                 (Void after Expiration Date - January 31, 2011)

                          Issue Date: January 17, 2006

      This certifies that [   ] or his successors or assigns ("Holder") shall be
entitled to purchase from Ocean West Holding Corporation, a Delaware corporation
("Company"), having its principal place of business at 26 Executive Park, Suite
250, Irvine, CA 92614, 25,000 fully paid and non-assessable shares of the
Company's common stock, par value $.01 per share ("Common Stock"), at a price
per share equal to the Exercise Price (as defined below).

      This Warrant is being issued to the Holder in connection with a $500,000
loan (the "Bridge Loan") evidenced by 10% subordinated unsecured promissory
notes due and payable sixty (60) days from the date of issuance (the "Notes").
The minimum principal amount of the Bridge Loan is $250,000. This Warrant is one
of several which will be identical except for names and amounts and will
aggregate 50,000 Warrants if the full $500,000 Bridge Loan is completed.
Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Note Purchase and Warrant Agreement.

      The initial exercise price ("Exercise Price") of this Warrant will be
equal to $2.00 per share (the closing bid price as reported on the OTC Bulletin
Board on January 12, 2006, subject to adjustment upon the occurrence of the
events described in Section 2 of this Warrant.

      This Warrant shall be immediately exercisable into shares of Common Stock
at any time, or from time-to-time, up to and including 5:00 p.m. (California
time) on January 31, 2011 ("Expiration Date"); provided, however, if such date
is not a Business Day, then on the Business Day immediately following such
date). This Warrant is exercisable in whole or in part upon the surrender to the
Company at its principal place of business (or at such other location as the
Company may advise the Holder in writing) of this Warrant properly endorsed with
a form of subscription in substantially the form attached hereto duly filled in
and signed and, if applicable, upon payment in cash or by check of the aggregate
Exercise Price for the number of shares for which this Warrant is being
exercised as determined in accordance with the provisions hereof.

<PAGE>

1.    Exercise; Issuance of Certificates; Payment for Shares.

      1.1   General. This Warrant is exercisable in full, or in part for 5,000
            or more shares, in increments of 5,000 shares, except for the final
            exercise which may be for the remainder, at the option of the Holder
            of record at any time or from time, to time, up to the Expiration
            Date for all of the shares of Common Stock (but not for a fraction
            of a share) which may be purchased hereunder. In the case of the
            exercise of less than all of the Warrants represented hereby, the
            Company shall cancel this Warrant Certificate upon the surrender
            hereof and shall execute and deliver a new Warrant Certificate or
            Warrant Certificates of like tenor for the balance of such Warrants.
            The Company agrees that the shares of Common Stock purchased under
            this Warrant shall be and are deemed to be issued to the Holder
            hereof as the record owner of such shares as of the close of
            business on the date on which the exercise notice (attached hereto
            as Schedule A or B) is delivered to the Company via facsimile;
            provided, however, that in such case this Warrant shall be
            surrendered to the Company within three (3) business days.
            Certificates for the shares of Common Stock so purchased, together
            with any other securities or property to which the Holder is
            entitled upon such exercise, shall be delivered to the Holder by the
            Company at the Company's expense within a reasonable time after the
            rights represented by this Warrant have been so exercised, and in
            any event, within three business days of such exercise and delivery
            of the Exercise Price. The Company shall, no later than the close of
            business on the first business day following the date on which the
            Company receives the exercise notice by facsimile transmission issue
            and deliver to the Company's Transfer Agent irrevocable instructions
            to issue and deliver or cause to be delivered to such Holder the
            number of Warrant Shares exercised within two business days
            thereafter by either express mail or hand delivery. Each Common
            Stock certificate so delivered shall be in such denominations of
            5,000 or more shares of Common Stock, in increments of 5,000, as may
            be requested by the Holder hereof and shall be registered on the
            Company's books in the name designated by such Holder, provided that
            no Holder of this Warrant shall be permitted to exercise any
            warrants to the extent that such exercise would cause any Holder.


      1.2   Exercise for Cash

            This Warrant may be exercised, in whole at any time or in part from
            time to time, commencing on the date hereof and prior to 5:00 P.M.,
            California time, on January 31, 2011, by the Holder by the facsimile
            delivery of the exercise notice, as attached hereto, on the date of
            the exercise and by surrender of this Warrant within three (3)
            business days from the exercise day at the address set forth hereof,
            together with proper payment of the aggregate Exercise Price payable
            hereunder for the Warrant Shares

                                       2
<PAGE>

            ("Aggregate Warrant Price"), or the proportionate part thereof if
            this Warrant is exercised in part. Payment for the Warrant Shares
            shall be made by wire, or check payable to the order of the Company.
            If this Warrant is exercised in part, this Warrant must be exercised
            for a number of whole shares of the Common Stock, and the Holder is
            entitled to receive a new Warrant covering the Warrant Shares which
            have not been exercised and setting forth the proportionate part of
            the Aggregate Warrant Price applicable to such Warrant Shares. Upon
            such surrender of this Warrant the Company will (a) issue a
            certificate or certificates in the name of the Holder for the
            largest number of whole shares of the Common Stock to which the
            Holder shall be entitled and (b) deliver the other securities and
            properties receivable upon the exercise of this Warrant, or the
            proportionate part thereof if this Warrant is exercised in part,
            pursuant to the provisions of this Warrant.

      1.3   Cashless Exercise

            In the event the Holder's Note issued together with this Warrant is
      not paid on or before its Maturity Date, the Holder may pay the Exercise
      Price through a cashless exercise (a "Cashless Exercise"), as hereinafter
      provided. The Holder may effect a Cashless Exercise by surrendering this
      Warrant to the Company and noting on the Exercise Notice that the Holder
      wishes to effect a Cashless Exercise, upon which the Company shall issue
      to the Holder the number of Warrant Shares determined as follows:

             X = Y x (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 Market Price (as defined in the Section 2.4 below) as of
             the Exercise Date; and

             B = the Exercise Price.

      For purposes of Rule 144, it is intended 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 required
by Rule 144 shall be deemed to have been commenced, on the Issue Date.

      1.4   SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company
            covenants and agrees that all shares of Common Stock which may be
            issued upon the exercise of the rights represented by this Warrant
            will, upon issuance, be duly authorized, validly issued, fully paid
            and

                                       3
<PAGE>

            nonassessable and free from all preemptive rights of any shareholder
            and free of all taxes, liens and charges with respect to the issue
            thereof. The Company further covenants and agrees that, during the
            period within which the rights represented by this Warrant may be
            exercised, the Company will at all times have authorized and
            reserved, for the purpose of issue or transfer upon exercise of the
            subscription rights evidenced by this Warrant, a sufficient number
            of shares of authorized but unissued Common Stock, when and as
            required to provide for the exercise of the rights represented by
            this Warrant. The Company will take all such action as may be
            necessary 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 domestic securities
            exchange upon which the Common Stock or other securities may be
            listed; provided, however, that the Company shall not be required to
            effect a registration under federal or state securities laws with
            respect to such exercise other than as required by Section 7.7
            herein. The Company will not take any action which would result in
            any adjustment of the Exercise Price if the total number of shares
            of Common Stock issuable after such action upon exercise of all
            outstanding warrants, together with all shares of Common Stock then
            outstanding and all shares of Common Stock then issuable upon
            exercise of all options and upon the conversion of all convertible
            securities then outstanding, would exceed the total number of shares
            of Common Stock or Equity Securities then authorized by the
            Company's Amended and Restated Articles of Incorporation, as amended
            ("Company Charter").

      1.5   BUY-IN. 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 on or after the Exercise
            Date of the Warrant Shares that the Holder anticipated receiving
            from the Company (a "Buy-In"), then the Company shall, within three
            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 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.
            Notwithstanding the foregoing, the Company shall have no liability
            under this subsection for the Buy-In Price if it has compiled with
            the requirements of subsection 1.1 above and notwithstanding it
            using its best efforts to have its transfer agent deliver the
            Warrant Shares to the Holders within three trading days of the
            Holder's request such Warrant Shares are not delivered on a timely
            basis.

                                       4
<PAGE>

2. DETERMINATION OR ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The
Exercise Price and the number of shares purchasable upon the exercise of this
Warrant shall be subject to adjustment from time to time upon the occurrence of
certain events described in this Section 2. Upon each adjustment of the Exercise
Price, the Holder of this Warrant shall thereafter be entitled to purchase, at
the Exercise Price resulting from such adjustment, the number of shares obtained
by multiplying the Exercise Price in effect immediately prior to such adjustment
by the number of shares purchasable pursuant hereto immediately prior to such
adjustment, and dividing the product thereof by the Exercise Price resulting
from such adjustment.

      2.1   Subdivision or Combination of Common Stock. In case the Company
            shall at any time subdivide or reclassify its outstanding shares of
            Common Stock into a greater number of shares, the Exercise Price in
            effect immediately prior to such subdivision shall be
            proportionately reduced, and conversely, in case the outstanding
            shares of Common Stock of the Company shall be combined or
            reclassified into a smaller number of shares, the Exercise Price in
            effect immediately prior to such combination shall be
            proportionately increased.

      2.2   Dividends in Common Stock, Other Stock, Property, Reclassification.
            If at any time or from time to time the holders of Common Stock (or
            any shares of stock or other securities at the time receivable upon
            the exercise of this Warrant) shall have received or become entitled
            to receive, without payment therefore:

            2.2.1 Stock, Common Stock or any shares of capital stock or other
                  securities which are at any time directly or indirectly
                  convertible into or exchangeable for Common Stock, or any
                  rights or options to subscribe for, purchase or otherwise
                  acquire any of the foregoing by way of dividend or other
                  distribution,

            2.2.2 Any cash paid or payable otherwise than as a cash dividend, or

            2.2.3 Stock, Common Stock or additional capital stock or other
                  securities or property (including cash) by way of spinoff,
                  split-up, reclassification, combination of shares or similar
                  corporate rearrangement, (other than shares of Common Stock
                  issued as a stock split or adjustments in respect of which
                  shall be covered by the terms of Section 2.1 above), then and
                  in each such case, the Holder hereof shall, upon the exercise
                  of this Warrant, be entitled to receive, in addition to the
                  number of shares of Common Stock or other capital stock
                  receivable thereupon, and without payment

                                       5
<PAGE>

                  of any additional consideration therefor, the amount of stock
                  and other securities and property (including cash in the cases
                  referred to in clause (2.2.2) above and this clause (2.2.3))
                  which such Holder would hold on the date of such exercise had
                  he been the holder of record of such Common Stock as of the
                  date on which holders of Common Stock received or became
                  entitled to receive such shares or all other additional stock
                  and other securities and property.

      2.3   Reorganization, Reclassification, Consolidation, Merger or Sale.

            2.3.1 If any recapitalization, reclassification or reorganization of
                  the capital stock of the Company, or any consolidation or
                  merger of the Company with another corporation, or the sale of
                  all or substantially all of its assets or other transaction
                  shall be effected in such a way that holders of Common Stock
                  shall be entitled to receive stock, securities, or other
                  assets or property (an "Organic Change"), then, as a condition
                  of such Organic Change, lawful and adequate provisions shall
                  be made by the Company whereby the Holder hereof shall
                  thereafter have the right, upon exercise of this Warrant, to
                  purchase and receive (in lieu of the shares of the Common
                  Stock of the Company immediately theretofore purchasable and
                  receivable upon the exercise of the rights represented by this
                  Warrant) such shares of stock, securities or other assets or
                  property as may be issued or payable with respect to or in
                  exchange for a number of outstanding shares of such Common
                  Stock equal to the number of shares of such stock immediately
                  theretofore purchasable and receivable upon the exercise of
                  the rights represented by this Warrant. In the event of any
                  Organic Change, appropriate provision shall be made by the
                  Company with respect to the rights and interests of the Holder
                  of this Warrant to the end that the provisions hereof
                  (including, without limitation, provisions for adjustments of
                  the Exercise Price and of the number of shares purchasable and
                  receivable upon the exercise of this Warrant) shall thereafter
                  be applicable, in relation to any shares of stock, securities
                  or assets thereafter deliverable upon the exercise hereof. The
                  Company will not effect any such consolidation, merger or sale
                  unless, prior to the consummation thereof, the successor
                  corporation (if other than the Company) resulting from such
                  consolidation or the corporation purchasing such assets shall
                  assume by written instrument executed and mailed or delivered
                  to the Holder hereof at the last address of such Holder
                  appearing on the books of the Company, the obligation to
                  deliver to such Holder, upon Holder's exercise of this Warrant
                  and payment of the purchase price in accordance with the terms
                  hereof, such shares of stock, securities or assets as, in
                  accordance with the foregoing provisions, such Holder may be
                  entitled to purchase.

                                       6
<PAGE>

            2.3.2 No adjustment of the Exercise Price, however, shall be made in
                  an amount less than $.01 per Share, but any such lesser
                  adjustment shall be carried forward and shall be made at the
                  time and together with the next subsequent adjustment which
                  together with any adjustments so carried forward shall amount
                  to $.01 per Share or more.

      2.4   Dilutive Issuances.

            (i) Adjustment Upon Dilutive Issuance. If, at any time prior to the
      Expiration Date, the Company issues or sells any shares of Common Stock or
      any equity or equity equivalent securities (including any equity, debt or
      other instrument that is at any time over the life thereof convertible
      into or exchangeable for Common Stock or other securities which are so
      convertible or exchangeable) (collectively, "Common Stock Equivalents")
      for per share consideration less than the Exercise Price on the date of
      such issuance or sale, (a "Dilutive Issuance") (if the holder of the
      Common Stock or Common Stock Equivalent so issued shall at any time,
      whether by operation of purchase price adjustments, reset provisions,
      floating conversion, exercise or exchange prices or otherwise, or due to
      warrants, options or rights per share which is issued in connection with
      such issuance, be entitled to receive shares of Common Stock at a price
      per share which is less than the Exercise Price, such issuance shall be
      deemed to have occurred for less than the Exercise Price) then the
      Exercise Price shall be adjusted so as to equal the consideration received
      or receivable by the Company (on a per share basis) for the additional
      shares of Common Stock or Common Stock Equivalents so issued, sold or
      deemed issued or sold in such Dilutive Issuance (which, in the case of a
      deemed issuance or sale, shall be calculated in accordance with
      subparagraph (ii) below). Such adjustment shall be made whenever such
      Common Stock or Common Stock Equivalents are issued.

            (ii) Effect On Exercise Price Of Certain Events. For purposes of
      determining the adjusted Exercise Price under subparagraph (i) of this
      paragraph (c), the following will be applicable:

            (A) Issuance of Common Stock Equivalents. If the Company issues or
      sells any Common Stock Equivalents, whether or not immediately
      convertible, exercisable or exchangeable, and the price per share for
      which Common Stock is issuable upon such conversion, exercise or exchange
      is less than the Exercise Price in effect on the date of issuance or sale
      of such Common Stock Equivalents, then the maximum total number of shares
      of Common Stock issuable upon the conversion, exercise or exchange of all
      such Common Stock Equivalents shall, as of the date of the issuance or
      sale of such Common Stock Equivalents, be deemed to be outstanding and to
      have been issued and sold by the Company for such price per share.

                                       7
<PAGE>

            (B) Change in Conversion Rate. If, following an adjustment to the
      Exercise Price upon the issuance of Common Stock Equivalents pursuant to a
      Dilutive Issuance, there is a change at any time in (y) the amount of
      additional consideration, if any, payable to the Company upon the
      conversion, exercise or exchange of any Common Stock Equivalents; or (z)
      the rate at which any Common Stock Equivalents are convertible into or
      exercisable or exchangeable for Common Stock (in each such case, other
      than under or by reason of provisions designed to protect against
      dilution), then in any such case, the Exercise Price in effect at the time
      of such change shall be readjusted to the Exercise Price which would have
      been in effect at such time had such Common Stock Equivalents still
      outstanding provided for such changed additional consideration or changed
      conversion, exercise or exchange rate, as the case may be, at the time
      initially issued or sold.

            (C) Calculation of Consideration Received. If any Common Stock or
      Common Stock Equivalents are issued or sold for cash, the consideration
      received therefor will be the amount received by the Company therefor. In
      case any Common Stock or Common Stock Equivalents are issued or sold for a
      consideration part or all of which shall be other than cash, including in
      the case of a strategic or similar arrangement in which the other entity
      will provide services to the Company, purchase services from the Company
      or otherwise provide intangible consideration to the Company, the amount
      of the consideration other than cash received by the Company (including
      the net present value of the consideration other than cash expected by the
      Company for the provided or purchased services) shall be the fair market
      value of such consideration, except where such consideration consists of
      publicly traded securities, in which case the amount of consideration
      received by the Company will be the Market Price thereof on the date of
      receipt. The term "Market Price" means, as of a particular date, the
      average of the high and low price of the Common Stock for the ten (10)
      consecutive Trading Days occurring immediately prior to (but not
      including) any given date, as reported in the Principal Market. In case
      any Common Stock or Common Stock Equivalents are issued in connection with
      any merger or consolidation in which the Company is the surviving
      corporation, the amount of consideration therefor will be deemed to be the
      fair market value of such portion of the net assets and business of the
      non-surviving corporation as is attributable to such Common Stock or
      Common Stock Equivalents. The independent members of the Company's Board
      of Directors shall calculate reasonably and in good faith, using standard
      commercial valuation methods appropriate for valuing such assets, the fair
      market value of any consideration other than cash or securities.

                                       8
<PAGE>

            (D) Issuances Without Consideration Pursuant to Existing Securities.
      If the Company issues (or becomes obligated to issue) shares of Common
      Stock pursuant to any anti-dilution or similar adjustments (other than as
      a result of stock splits, stock dividends and the like) contained in any
      Common Stock Equivalents outstanding as of the date hereof, then all
      shares of Common Stock so issued shall be deemed to have been issued for
      no consideration.

      (iii) Exceptions To Adjustment Of Exercise Price. Notwithstanding the
foregoing, no adjustment to the Exercise Price shall be made pursuant to this
paragraph (c) upon the issuance of any Excluded Securities. For purposes hereof,
"Excluded Securities" means (A) securities purchased under the Bridge Loan; (B)
securities issued upon exercise of the Warrants; (C) shares of Common Stock
issuable or issued to (x) employees or directors from time to time either
directly or upon the exercise of options, in such case granted or to be granted
in the discretion of the Board of Directors, as approved by the independent
members of the Board, pursuant to one or more stock option plans or stock
purchase plans in effect as of the Closing Date or subsequently approved by the
independent members of the Board of Directors and by the Company's stockholders,
or (y) to consultants or vendors, provided such issuances are approved by the
independent members of the Board of Directors or by the Company's stockholders;
and (D) shares of Common Stock issued in connection with any Common Stock
Equivalents outstanding on the date hereof.

      (iv)  Adjustments; Additional Shares, Securities or Assets. In the event
that at any time, as a result of an adjustment made pursuant to this Section
2.4, each Holder shall, upon conversion of such Holder's Warrants, become
entitled to receive securities or assets (other than Common Stock) then,
wherever appropriate, all references herein to shares of Common Stock shall be
deemed to refer to and include such shares and/or other securities or assets;
and thereafter the number of such shares and/or other securities or assets shall
be subject to adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section 2.4.

      2.5   Certain Events. If any change in the outstanding Common Stock of the
      Company or any other event occurs as to which the other provisions of this
      Section 2 are not strictly applicable or if strictly applicable would not
      fairly protect the purchase rights of the Holder of the Warrant in
      accordance with such provisions, then the Board of Directors of the
      Company shall make an adjustment in the number and class of shares
      available under the Warrant, the Exercise Price or the application of such
      provisions, so as to protect such purchase rights as aforesaid. The
      adjustment shall be such as will give the Holder of the Warrant upon
      exercise for the same aggregate Exercise Price the total number, and kind
      of shares as he would have owned had the Warrant been exercised prior to
      the event and had he continued to hold such shares until after the event
      requiring adjustment.

      2.6   Notices of Change.

            2.6.1 Upon any determination or adjustment in the number or class of
                  shares subject to this Warrant and of the Exercise Price, the
                  Company shall give written notice thereof to the Holder,
                  setting forth in reasonable detail and certifying the
                  calculation of such determination or adjustment.

                                       9
<PAGE>

            2.6.2 The Company shall give written notice to the Holder at least
                  20 business days prior to the date on which the Company closes
                  its books or takes a record for determining rights to receive
                  any dividends or distributions.

            2.6.3 The Company shall also give written notice to the Holder at
                  least 20 days prior to the date on which an Organic Change
                  shall take place.

3.    ISSUE TAX. The issuance of certificates for shares of Common Stock upon
the exercise of the Warrant shall be made without charge to the Holder of the
Warrant for any issue tax (other than any applicable income taxes) in respect
thereof; 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 and
delivery of any certificate in a name other than that of the then Holder of the
Warrant being exercised.

4.    CLOSING OF BOOKS. The Company will at no time close its transfer books
against the transfer of any warrant or of any shares of stock issued or issuable
upon the exercise of any warrant in any manner which interferes with the timely
exercise of this Warrant.

5.    NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing contained
in this Warrant shall be construed as conferring upon the Holder hereof the
right to vote as a shareholder of the Company. No dividends or interest shall be
payable or accrued in respect of this Warrant, the interest represented hereby,
or the shares purchasable hereunder until, and only to the extent that, this
Warrant shall have been exercised, subject to the Holder's rights under Section
2 of this Warrant. The Holder of this Warrant shall receive all notices as if a
shareholder of the Company. No provisions hereof, in the absence of affirmative
action by the Holder to purchase shares of Common Stock, and no mere enumeration
herein of the rights or privileges of the Holder hereof, shall give rise to any
liability of such Holder for the Exercise Price or as a shareholder of the
Company, whether such liability is asserted by the Company or by its creditors.

6.    RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. The rights and
obligations of the Company, of the Holder of this Warrant and of the holder of
shares of Common Stock issued upon exercise of this Warrant, shall survive the
exercise of this Warrant.

7.    Further Representations, Warranties and Covenants of the Company.

      7.1   Articles and Bylaws. The Company has made available to Holder true,
            complete and correct copies of the Company Charter and Bylaws, as
            amended, through the date hereof.

                                       10
<PAGE>

      7.2   Due Authority. The execution and delivery by the Company of this
            Warrant and the performance of all obligations of the Company
            hereunder, including the issuance to Holder of the right to acquire
            the shares of Common Stock, have been duly authorized by all
            necessary corporate action on the part of the Company, and the
            Warrant is not inconsistent with the Company Charter or Bylaws and
            constitutes a legal, valid and binding agreement of the Company,
            enforceable in accordance with its terms.

      7.3   Consents and Approvals. No consent or approval of, giving of notice
            to, registration with, or taking of any other action in respect of
            any state, federal or other governmental authority or agency is
            required with respect to the execution, delivery and performance by
            the Company of its obligations under this Warrant, except for any
            filing required by applicable federal and state securities laws,
            which filing will be effective by the time required thereby.

      7.4   Issued Securities. All issued and outstanding shares of capital
            stock of the Company have been duly authorized and validly issued
            and are fully paid and nonassessable. All outstanding shares of
            capital stock were issued in full compliance with all federal and
            state securities laws.

      7.5   Exempt Transaction. Subject to the accuracy of the Holders
            representations in Section 8 hereof, the issuance of the Common
            Stock upon exercise of this Warrant will constitute a transaction
            exempt from (i) the registration requirements of Section 5 of the
            Securities Act of 1933, as amended ("1933 Act"), in reliance upon
            Section 4(2) thereof, or upon the applicable exemption under
            Regulation D, and (ii) the qualification requirements of the
            applicable state securities laws.

      7.6   Compliance with Rule 144. At the written request of the Holder, who
            proposes to sell Common Stock issuable upon the exercise of the
            Warrant in compliance with Rule 144 promulgated by the Securities
            and Exchange Commission, the Company shall furnish to the Holder,
            within five (5) days after receipt of such request, a written
            statement confirming the Company's compliance with the filing
            requirements of the Securities and Exchange Commission as set forth
            in such Rule, as such Rule may be amended from time to time.

      7.7   Registration. The Company hereby grants to the Holder in respect of
            the Warrant Shares, and any securities of the Company into which the
            Warrant Shares are convertible, "piggy-back" registration rights.
            For a two-year period commencing with the issuance of the final Note
            under the Bridge Loan if the Company shall file a registration
            statement other than on Form S-4, S-8, or their successor forms, it
            shall provide the Holder with at least ten (10) days prior notice of
            its filing such registration statement and the opportunity for the
            Holder to register its Shares, subject to any limitations issued by
            an underwriter in an underwritten public offering.

                                       11
<PAGE>

8.    Representations and Covenants of the Holder.

      8.1   This Warrant has been entered into by the Company in reliance upon
            the following representations and covenants of the Holder:

            8.1.1 Investment Purpose. The Warrant or the Common Stock issuable
                  upon exercise of the Warrant will be acquired for investment
                  and not with a view to the sale or distribution of any part
                  thereof, and the Holder has no present intention of selling or
                  engaging in any public distribution of the same except
                  pursuant to a registration or exemption.

            8.1.2 Private Issue. The Holder understands (i) that the Warrant and
                  the Common Stock issuable upon exercise of this Warrant are
                  not registered under the 1933 Act or qualified under
                  applicable state securities laws on the ground that the
                  issuance contemplated by this Warrant will be exempt from the
                  registration and qualifications requirements thereof, and (ii)
                  that the Company's reliance on such exemption is predicated on
                  the representations set forth in this Section 8.

            8.1.3 Disposition of Holders Rights. In no event will the Holder
                  make a disposition of the Warrant or the Common Stock issuable
                  upon exercise of the Warrant unless and until (i) it shall
                  have notified the Company of the proposed disposition, and
                  (ii) if requested by the Company, it shall have furnished the
                  Company with an opinion of counsel (which counsel may either
                  be inside or outside counsel to the Holder) satisfactory to
                  the Company and its counsel to the effect that (A) appropriate
                  action necessary for compliance with the 1933 Act has been
                  taken, or (B) an exemption from the registration requirements
                  of the 1933 Act is available. Notwithstanding the foregoing,
                  the restrictions imposed upon the transferability of any of
                  its rights to acquire Common Stock issuable on the exercise of
                  such rights do not apply to transfers from the beneficial
                  owner of any of the aforementioned securities to its nominee
                  or from such nominee to its beneficial owner, and shall
                  terminate as to any particular share of stock when (1) such
                  security shall have been effectively registered under the 1933
                  Act and sold by the Holder thereof in accordance with such
                  registration or (2) such security shall have been sold without
                  registration in compliance with Rule 144 under the 1933 Act,
                  or (3) a letter shall have been issued to the Holder at its
                  request by the staff of the Securities and Exchange Commission
                  or a ruling shall have been issued to the Holder at

                                       12
<PAGE>

                  its request by such Commission stating that no action shall be
                  recommended by such staff or taken by such Commission, as the
                  case may be, if such security is transferred without
                  registration under the 1933 Act in accordance with the
                  conditions set forth in such letter or ruling and such letter
                  or ruling specifies that no subsequent restrictions on
                  transfer are required. Whenever the restrictions imposed
                  hereunder shall terminate, as hereinabove provided, the Holder
                  or holder of a share of stock then outstanding as to which
                  such restrictions have terminated shall be entitled to receive
                  from the Company, without expense to such Holder, one or more
                  new certificates for the Warrant or for such shares of stock
                  not bearing any restrictive legend.

            8.1.4 Financial Risk. The Holder has such knowledge and experience
                  in financial and business matters as to be capable of
                  evaluating the merits and risks of its investment, and has the
                  ability to bear the economic risks of its investment.

            8.1.5 Risk of No Registration. The Holder understands that if the
                  Company does not file reports pursuant to Section 15(d) and/or
                  Section 12(g), of the Securities Exchange Act of 1934 ("1934
                  Act"), or if a registration statement covering the securities
                  under the 1933 Act is not in effect when it desires to sell
                  (i) the Warrant, or (ii) the Common Stock issuable upon
                  exercise of the Warrant, it may be required to hold such
                  securities for an indefinite period. The Holder also
                  understands that any sale of the Warrant or the Common Stock
                  issuable upon exercise of the Warrant which might be made by
                  it in reliance upon Rule 144 under the 1933 Act may be made
                  only in accordance with the terms and conditions of that Rule.

            8.1.6 Accredited Investor. The Holder is an "accredited investor"
                  within the meaning of Regulation D promulgated under the 1933
                  Act.

9.    MODIFICATION AND WAIVER. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by (a) the party against which enforcement of the same is sought or (b)
the Company and the holders of at least a majority of the number of shares into
which the Warrants are exercisable (without regard to any limitation contained
herein on such exercise), it being understood that upon the satisfaction of the
conditions described in (a) and (b) above, each Warrant (including any Warrant
held by the Holder who did not execute the agreement specified in (b) above)
shall be deemed to incorporate any amendment, modification, change or waiver
effected thereby as of the effective date thereof. Notwithstanding the
foregoing, no modification to this Section 9 will be effective against any
Holder without his consent.

                                       13
<PAGE>

10.   Transfer of this Warrant. The Holder may sell, transfer, assign, pledge or
otherwise dispose of this Warrant, in whole or in part, as long as such sale or
other disposition is made pursuant to an effective registration statement or an
exemption from the registration requirements of the Securities Act. Upon such
transfer or other disposition (other than a pledge), the Holder shall deliver
this Warrant to the Company together with a written notice to the Company,
substantially in the form of the Transfer Notice attached hereto as Exhibit B
(the "Transfer Notice"), indicating the person or persons to whom this Warrant
shall be transferred and, if less than all of this Warrant is transferred, the
number of Warrant Shares to be covered by the part of this Warrant to be
transferred to each such person. Within three (3) Business Days of receiving a
Transfer Notice and the original of this Warrant, the Company shall deliver to
the each transferee designated by the Holder another Warrant(s) of like tenor
and terms for the appropriate number of Warrant Shares and, if less than all
this Warrant is transferred, shall deliver to the Holder another Warrant for the
remaining number of Warrant Shares.

11.   NOTICES. Any notice required or permitted hereunder shall be given in
writing (unless otherwise specified herein) and shall be deemed effectively
given upon (i) personal delivery, against written receipt thereof, (ii) delivery
via facsimile or e-mail as set forth below (iii) two business days after deposit
with Federal Express or another nationally recognized overnight courier service,
or (iv) five business days after being forwarded, postage paid, via certified or
registered mail, return receipt requested, addressed to each of the other
parties thereunto entitled at the following addresses, or at such other
addresses as a party may designate by ten days advance written notice.

12.   BINDING EFFECT ON SUCCESSORS; BENEFIT. As provided in Section 2.3 above,
this Warrant shall be binding upon any corporation succeeding the Company by
merger, consolidation or acquisition of all or substantially all of the
Company's assets. All of the obligations of the Company relating to the Common
Stock issuable upon the exercise of this Warrant shall survive the exercise and
termination of this Warrant. All of the covenants and agreements of the Company
shall inure to the benefit of the successors and assigns of the Holder hereof.
This Warrant shall be for the sole and exclusive benefit of the Holder and
nothing in this Warrant shall be construed to confer upon any person other than
the Holder any legal or equitable right, remedy or claim hereunder.

13.   DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings of the
several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. This Warrant shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by the laws of the State of Delaware.

14.   LOST WARRANTS. The Company represents and warrants to the Holder hereof
that upon receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction, or mutilation of this Warrant and, in the case of any
such loss, theft or destruction, upon receipt of an indemnity reasonably
satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant, the Company, at its expense, will
make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant.

                                       14
<PAGE>

15.   FRACTIONAL SHARES. No fractional shares shall be issued upon exercise of
this Warrant. The Company shall, in lieu of issuing any fractional share, pay
the Holder entitled to such fraction a sum in cash equal to such fraction
multiplied by the then effective Exercise Price.


      IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its officers, thereunto duly authorized this 17th day of January
2006.



                                         Ocean West Holding Corporation,
                                         a Delaware corporation


                                         By:  /s/ Darryl Cohen
                                              ----------------------------------
                                              Name:   Darryl Cohen
                                              Title:  President and CEO

                                              Address:
                                              Ocean West Holding Corporation
                                              26 Executive Park, Suite 250
                                              Irvine, CA 92614

                                              --------------------------
                                              Phone:  (949) 861-2590
                                              Fax:    (949) 861-2591
                                              E-mail: dcohen@askmenow.com














                                       15

<PAGE>

                                   SCHEDULE A

                                SUBSCRIPTION FORM

Date:  ___________, ____


Ocean West Holding Corporation - Attn:  President

Ladies and Gentlemen:

      The undersigned hereby elects to exercise the Warrant issued to it by
Ocean West Holding Corporation ("Company") and dated January 17, 2006,
("Warrant") and to purchase thereunder ________________________________ shares
of the Common Stock of the Company ("Shares") at a purchase price of
________________ ($______) per Share or an aggregate purchase price of
__________________ ________________ Dollars ($__________) ("Exercise Price").

      Pursuant to the terms of the Warrant, the undersigned has delivered the
Exercise Price herewith in full in cash or by certified check or wire transfer.

                                                     Very truly yours,



<PAGE>

                                   ASSIGNMENT

                          To Be Executed by the Holder
                           in Order to Assign Warrants

FOR VALUE RECEIVED, __________________________________________________ hereby
sells, assigns and transfers unto

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

                     --------------------------------------

                     --------------------------------------

                     --------------------------------------
                     [please print or type name and address]

_____________________of the Warrants represented by this Warrant Certificate,
and hereby irrevocably constitutes and appoints _______________________________
Attorney to transfer this Warrant Certificate on the books of the Company, with
full power of substitution in the premises.


Dated:                                            x
       ----------------                           ------------------------------
                                                       Signature Guaranteed

THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.