NEITHER
      THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE WARRANTS
      HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
      OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR
      TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
      SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
      AVAILABLE.

     

     

     

    
      	30,000 Warrants	 	
              February
                13,
                2006

            


    

     

    FOLDERA,
      INC.

    


    WARRANTS

    


     

    Foldera,
      Inc., a Nevada corporation (“FDRA”),
      certifies that, for value received, Equity
      Performance Group
      (“Equity”),
      or registered assigns (the “Holder”),
      is the owner of Thirty Thousand (30,000) Warrants of FDRA (the “Warrants”).
      Each Warrant entitles the Holder to purchase from FDRA at any time prior to
      the
      Expiration Date (as defined below) one share of the common stock of FDRA (the
      “Common
      Stock”)
      for $2.00 per share (the “Exercise
      Price”),
      on the terms and conditions hereinafter provided. The Exercise Price and the
      number of shares of Common Stock purchasable upon exercise of each Warrant
      are
      subject to adjustment as provided in this Certificate.

     

    1.  Vesting;
      Expiration Date; Exercise

     

    1.1  Vesting.
      The Warrants shall vest and become exercisable as of the date of
      this Certificate.

     

    1.2  Expiration
      Date. The Warrants shall expire on February 12, 2009 (the “Expiration
      Date”).

     

    1.3  Manner
      of Exercise. The Warrants are exercisable by delivery to FDRA of the
      following (the “Exercise
      Documents”):
      (a) this Certificate (b) a written notice of election to exercise the Warrants;
      and (c) payment of the Exercise Price in cash or by check. Within three business
      days following receipt of the foregoing, FDRA shall execute and deliver to
      the
      Holder: (a) a certificate or certificates representing the aggregate number
      of
      shares of Common Stock purchased by the Holder, and (b) if less than all of
      the
      Warrants evidenced by this Certificate are exercised, a new certificate
      evidencing the Warrants not so exercised.

     

    2.  Adjustments
      of Exercise Price and Number and Kind of Conversion Shares

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    2.1  In
      the event that FDRA shall at any time hereafter (a) pay a dividend in Common
      Stock or securities convertible into Common Stock; (b) subdivide or split its
      outstanding Common Stock; (c) combine its outstanding Common Stock into a
      smaller number of shares; then the number of shares to be issued immediately
      after the occurrence of any such event shall be adjusted so that the Holder
      thereafter may receive the number of shares of Common Stock it would have owned
      immediately following such action if it had exercised the Warrants immediately
      prior to such action and the Exercise Price shall be adjusted to reflect such
      proportionate increases or decreases in the number of shares.

     

    2.2  In
      case of any reclassification of the outstanding shares of Common Stock (other
      than a change covered by Section 2.1 hereof or a change which solely affects
      the
      par value of such shares) or in the case of any merger or consolidation or
      merger in which FDRA is not the continuing corporation and which results in
      any
      reclassification or capital reorganization of the outstanding shares), the
      Holder shall have the right thereafter (until the Expiration Date) to receive
      upon the exercise hereof, for the same aggregate Exercise Price payable
      hereunder immediately prior to such event, the kind and amount of shares of
      stock or other securities or property receivable upon such reclassification,
      capital reorganization, merger or consolidation, by a Holder of the number
      of
      shares of Common Stock obtainable upon the exercise of the Warrants immediately
      prior to such event; and if any reclassification also results in a change in
      shares covered by Section 2.1, then such adjustment shall be made pursuant
      to
      both this Section 2.2 and Section 2.1 (without duplication). The provisions
      of
      this Section 2.2 shall similarly apply to successive reclassifications, capital
      reorganizations and mergers or consolidations, sales or other
      transfers.

     

    3.  Reservation
      of Shares. FDRA
      shall at all times reserve and keep available out of its authorized but unissued
      shares of Common Stock, such number of shares of Common Stock as shall from
      time
      to time be issuable upon exercise of the Warrants. If at any time the number
      of
      authorized but unissued shares of Common Stock shall not be sufficient to permit
      the exercise of the Warrants, FDRA shall promptly seek such corporate action
      as
      may necessary to increase its authorized but unissued shares of Common Stock
      to
      such number of shares as shall be sufficient for such purpose.

     

    4.  Certificate
      as to Adjustments. In
      each case of any adjustment in the Exercise Price, or number or type of shares
      issuable upon exercise of these Warrants, the Chief Financial Officer of FDRA
      shall compute such adjustment in accordance with the terms of these Warrants
      and
      prepare a certificate setting forth such adjustment and showing in detail the
      facts upon which such adjustment is based, including a statement of the adjusted
      Exercise Price. FDRA shall promptly send (by facsimile and by either first
      class
      mail, postage prepaid or overnight delivery) a copy of each such certificate
      to
      the Holder.

     

    5.  Loss
      or Mutilation. Upon
      receipt of evidence reasonably satisfactory to FDRA of the ownership of and
      the
      loss, theft, destruction or mutilation of this Certificate, and of indemnity
      reasonably satisfactory to it, and (in the case of mutilation) upon surrender
      and cancellation of these Warrants, FDRA will execute and deliver in lieu
      thereof a new Certificate of like tenor as the lost, stolen, destroyed or
      mutilated Certificate.

     

    6.  Representations
      and Warranties of FDRA. FDRA
      hereby represents and warrants to Holder that:

     

     

    
      
        
        

      

      
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    6.1  Due
      Authorization.
      All corporate action on the part of FDRA, its officers, directors and
      shareholders necessary for (a) the authorization, execution and delivery of,
      and
      the performance of all obligations of FDRA under, these Warrants, and (b) the
      authorization, issuance, reservation for issuance and delivery of all of the
      Common Stock issuable upon exercise of these Warrants, has been duly taken.
      These Warrants constitute a valid and binding obligation of FDRA enforceable
      in
      accordance with their terms, subject, as to enforcement of remedies, to
      applicable bankruptcy, insolvency, moratorium, reorganization and similar laws
      affecting creditors’ rights generally and to general equitable
      principles.

     

    6.2  Organization.
      FDRA is a corporation duly organized, validly existing and in good standing
      under the laws of the State referenced in the first paragraph of this
      Certificate and has all requisite corporate power to own, lease and operate
      its
      property and to carry on its business as now being conducted and as currently
      proposed to be conducted.

     

    6.3  Valid
      Issuance of Stock. Any shares of Common Stock issued upon exercise of these
      Warrants will be duly and validly issued, fully paid and
      non-assessable.

     

    6.4  Governmental
      Consents. All consents, approvals, orders, authorizations or registrations,
      qualifications, declarations or filings with any federal or state governmental
      authority on the part of FDRA required in connection with the consummation
      of
      the transactions contemplated herein have been obtained.

     

    7.  Representations
      and Warranties of Equity.
      Equity hereby represents and warrants to FDRA that:

     

    7.1  Equity
      is acquiring the Warrants for its own account, for investment purposes
      only.

     

    7.2  Equity
      understands that an investment in the Warrants involves a high degree of risk,
      and Equity has the financial ability to bear the economic risk of this
      investment in the Warrants, including a complete loss of such investment. Equity
      has adequate means for providing for its current financial needs and has no
      need
      for liquidity with respect to this investment.

     

    7.3  Equity
      has such knowledge and experience in financial and business matters that it
      is
      capable of evaluating the merits and risks of an investment in the Warrants
      and
      in protecting its own interest in connection with this transaction.

     

    7.4  Equity
      understands that the Warrants have not been registered under the Securities
      Act
      of 1933, as amended (the “Securities
      Act”)
      or under any state securities laws. Equity is familiar with the provisions
      of
      the Securities Act and Rule 144 thereunder and understands that the restrictions
      on transfer on the Warrants may result in Equity being required to hold the
      Warrants for an indefinite period of time.

     

    7.5  Equity
      agrees not to sell, transfer, assign, gift, create a security interest in,
      or
      otherwise dispose of, with or without consideration (collectively, “Transfer”)
      any of the Warrants except pursuant to an effective registration statement
      under
      the Securities Act or an exemption from registration. As a further condition
      to
      any such Transfer, except in the event that such Transfer is made pursuant
      to an
      effective registration statement under the Securities Act, if in the reasonable
      opinion of counsel to FDRA any Transfer of the Warrants by the contemplated
      transferee thereof would not be exempt from the registration and prospectus
      delivery requirements of the Securities Act, FDRA may require the contemplated
      transferee to furnish FDRA with an investment letter setting forth such
      information and agreements as may be reasonably requested by FDRA to ensure
      compliance by such transferee with the Securities Act.

     

     

    
      
        
        

      

      
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    8.  Notices
      of Record Date

     

    In
      the event:

     

    8.1  FDRA
      shall take a record of the holders of its Common Stock (or other stock or
      securities at the time receivable upon the exercise of these Warrants), for
      the
      purpose of entitling them to receive any dividend 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; or

     

    8.2  of
      any consolidation or merger of FDRA with or into another corporation, any
      capital reorganization of FDRA, any reclassification of the capital stock of
      FDRA, or any conveyance of all or substantially all of the assets of FDRA to
      another corporation in which holders of FDRA’s stock are to receive stock,
      securities or property of another corporation; or

     

    8.3  of
      any voluntary dissolution, liquidation or winding-up of FDRA; or

     

    8.4  of
      any redemption or conversion of all outstanding Common Stock;

     

    then,
      and in each such case, FDRA will mail or cause to be mailed to the Holder a
      notice specifying, as the case may be, (a) the date on which a record is to
      be
      taken for the purpose of such dividend, distribution or right, or (b) the date
      on which such reorganization, reclassification, consolidation, merger,
      conveyance, dissolution, liquidation, winding-up, redemption or conversion
      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 as at the time are
      receivable upon the exercise of these Warrants), 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, liquidation or winding-up.
      FDRA
      shall use all reasonable efforts to ensure such notice shall be delivered at
      least 5 days prior to the date therein specified. 

     

    9.  Registration
      Rights.
      

     

    9.1  Definitions.
      For purposes of this Section 9, the following terms shall have the meanings
      set
      forth below:

     

    9.1.1  A
      “Blackout
      Event”
      means any of the following: (a) the possession by FDRA of material information
      that is not ripe for disclosure in a registration statement or prospectus,
      as
      determined reasonably and in good faith by the Chief Executive Officer or the
      Board of Directors of FDRA that disclosure of such information in the
      Registration Statement or the prospectus constituting a part thereof would
      be
      materially detrimental to the business and affairs of FDRA; or (b) any material
      engagement or activity by FDRA which would, in the reasonable and good faith
      determination of the Chief Executive Officer or the Board of Directors of FDRA,
      be materially adversely affected by disclosure in a registration statement
      or
      prospectus at such time. 

     

     

    
      
        
        

      

      
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    9.1.2  “Exchange
      Act”
      shall mean the Securities Exchange Act of 1934, as amended.

     

    9.1.3  “Included
      Shares”
      shall mean any Registrable Shares included in a Registration.

     

    9.1.4  “Registrable
      Shares”
      shall mean the shares of Common Stock (or such stock or securities as at the
      time are receivable upon the exercise of these Warrants) issuable upon exercise
      of the Warrants and any other warrants and or other securities issued to Equity
      in connection with performing investor relations services for FDRA, and shares
      or securities issued as a result of stock split, stock dividend or
      reclassification of such shares.

     

    9.1.5  “Registration”
      shall mean a registration of securities under the Securities Act pursuant to
      Section 9.2 or 9.3 of this Agreement. 

     

    9.1.6  “Registration
      Period”
      with respect to any Registration Statement the period commencing the effective
      date of the Registration Statement and ending upon withdrawal or termination
      of
      the Registration Statement.

     

    9.1.7  “Registration
      Statement”
      shall mean the registration statement, as amended from time to time, filed
      with
      the SEC in connection with a Registration. 

     

    9.1.8  “SEC”
      shall mean the Securities and Exchange Commission.

     

    9.2  Piggyback
      Registration.
      Unless the Registrable Shares are then included in a Registration Statement
      or
      can be sold under the provisions of Rule 144 without limitation as to volume,
      whether pursuant to Rule 144(k) or otherwise, if FDRA shall determine to
      register any Common Stock under the Securities Act for sale in connection with
      a
      public offering of Common Stock (other than pursuant to an employee benefit
      plan
      or a merger, acquisition or similar transaction), FDRA will give written notice
      thereof to Holder and will include in such Registration Statement any of the
      Registrable Shares which Holder may request be included (“Included
      Shares”)
      by a writing delivered to FDRA within 15 days after the notice given by FDRA
      to
      Holder; provided, however, that if the offering is to be firmly underwritten,
      and the representative of the underwriters of the offering refuse in writing
      to
      include in the offering all of the shares of Common Stock requested by FDRA
      and
      others, the shares to be included shall be allocated first to FDRA and any
      shareholder who initiated such Registration and then among the others based
      on
      the respective number of shares of Common Stock held by such persons. If FDRA
      decides not to, and does not, file a Registration Statement with respect to
      such
      Registration, or after filing determines to withdraw the same before the
      effective date thereof, FDRA will promptly so inform Holder, and FDRA will
      not
      be obligated to complete the registration of the Included Shares included
      therein. 

     

    9.3  Certain
      Covenants. In connection with any Registration: 

     

    9.3.1  FDRA
      shall take all lawful action such that the Registration Statement, any amendment
      thereto and the prospectus forming a part thereof does not contain an untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary to make the statements therein, in light of the
      circumstances under which they are made, not misleading. Upon becoming aware
      of
      the occurrence of any event or the discovery of any facts during the
      Registration Period that make any statement of a material fact made in the
      Registration Statement or the related prospectus untrue in any material respect
      or which material fact is omitted from the Registration Statement or related
      prospectus that requires the making of any changes in the Registration Statement
      or related prospectus so that it will not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      therein, in light of the circumstances under which they are made, not misleading
      (taking into account any prior amendments or supplements), FDRA shall promptly
      notify Holder, and, subject to the provisions of Section 9.5, as soon as
      reasonably practicable prepare (but, subject to Section 9.5, in no event more
      than five business days in the case of a supplement or seven business days
      in
      the case of a post-effective amendment) and file with the SEC a supplement
      or
      post-effective amendment to the Registration Statement or the related prospectus
      or file any other required document so that, as thereafter delivered to a
      purchaser of Shares from Holder, such prospectus will not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements therein, in light of the circumstances under which they were
      made, not misleading.

     

     

    
      
        
        

      

      
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    9.3.2  FDRA
      shall promptly notify Holder upon the occurrence of any of the following events
      in respect of the Registration Statement or the prospectus forming a part
      thereof: (a) the receipt of any request for additional information from the
      SEC
      or any other federal or state governmental authority, the response to which
      would require any amendments or supplements to the Registration Statement or
      related prospectus; (b) the issuance by the SEC or any other federal or state
      governmental authority of any stop order suspending the effectiveness of the
      Registration Statement or the initiation of any proceedings for that purpose;
      or
      (c) the receipt of any notification with respect to the suspension of the
      qualification or exemption from qualification of any of the Shares for sale
      in
      any jurisdiction or the initiation or threatening of any proceeding for such
      purpose.

     

    9.3.3  FDRA
      shall furnish to Holder with respect to the Included Shares registered under
      the
      Registration Statement (and to each underwriter, if any, of such Shares) such
      number of copies of prospectuses and such other documents as Holder may
      reasonably request, in order to facilitate the public sale or other disposition
      of all or any of the Included Shares by Holder pursuant to the Registration
      Statement.

     

    9.3.4  As
      a condition to including Registrable Shares in a Registration Statement, Holder
      must provide to FDRA such information regarding itself, the Registrable Shares
      held by it and the intended method of distribution of such Shares as shall
      be
      required to effect the registration of the Registrable Shares and, if the
      offering is being underwritten, Holder must provide such powers of attorney,
      indemnities and other documents as may be reasonably requested by the managing
      underwriter.

     

    9.3.5  Following
      the effectiveness of the Registration Statement, upon receipt from FDRA of
      a
      notice that the Registration Statement contains an untrue statement of material
      fact or omits to state any material fact required to be stated therein or
      necessary to make the statements therein not misleading in light of the
      circumstances under which they were made, Holder will immediately discontinue
      disposition of Included Shares pursuant to the Registration Statement until
      FDRA
      notifies Holder that it may resume sales of Included Shares and, if necessary,
      provides to Holder copies of the supplemental or amended prospectus.


     

    9.4  Blackout
      Event. FDRA shall not be obligated to file a post-effective
      amendment or supplement to the Registration Statement or the prospectus
      constituting a part thereof during the continuance of a Blackout Event;
      provided, however, that no Blackout Event may be deemed to exist for more than
      60 days. Without the express written consent of Holder, if required to permit
      the continued sale of Shares by Holder, a post-effective amendment or supplement
      to Registration Statement or the prospectus constituting a part thereof must
      be
      filed no later than the 61st
      day following commencement of a Blackout Event.

     

     

    
      
        
        

      

      
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    9.5  Rule
      144. With a view to making available to Holder the benefits of Rule
      144, FDRA agrees, until such time as Holder can sell all remaining Registrable
      Shares under the provisions Rule 144(k), to:

     

    9.5.1.1  comply
      with the provisions of paragraph (c)(1) of Rule 144; and

     

    9.5.1.2  file
      with the SEC in a timely manner all reports and other documents required to
      be
      filed by FDRA pursuant to Section 13 or 15(d) under the Exchange Act; and,
      if at
      any time it is not required to file such reports but in the past had been
      required to or did file such reports, it will, upon the request of a Purchaser,
      make available other information as required by, and so long as necessary to
      permit sales of its Shares pursuant to, Rule 144.

     

    9.6  FDRA
      Indemnification. FDRA agrees to indemnify and hold harmless Holder,
      and its officers, directors and agents, and
      each person, if any, who controls Holder within the meaning of Section 15 of
      the
      Securities Act or Section 20 of the Exchange Act from and against any and all
      losses, claims, damages and liabilities caused by (a) any violation or alleged
      violation by FDRA of the Securities Act, Exchange Act, any state securities
      laws
      or any rule or regulation promulgated under the Securities Act, Exchange Act
      or
      any state securities laws, (b) any untrue statement or alleged untrue statement
      of a material fact contained in any registration statement or prospectus
      relating to the Included Shares (as amended or supplemented if FDRA shall have
      furnished any amendments or supplements thereto) or any preliminary prospectus,
      or (c) caused by any omission or alleged omission to state therein a material
      fact required to be stated therein or necessary to make the statements therein
      not misleading in light of the circumstances under which they were made, except
      insofar as such losses, claims, damages or liabilities are caused by any such
      untrue statement or omission or alleged untrue statement or omission based
      upon
      information furnished in writing to FDRA by Holder or on Holder’s behalf
      expressly for use therein.

     

    9.7  Holder
      Indemnification. Holder agrees to indemnify and hold harmless
      FDRA, its officers, directors and agents and each person, if any, who controls
      FDRA within the meaning of either Section 15 of the Securities Act or Section
      20
      of the Exchange Act to the same extent as the foregoing indemnity from FDRA
      to
      Holder, but only with respect to information furnished in writing by Holder
      or
      on Holder’s behalf expressly for use in any registration statement or prospectus
      relating to the Registrable Shares, or any amendment or supplement thereto,
      or
      any preliminary prospectus. 

     

    9.8  Indemnification
      Procedures. In case any proceeding (including any
      governmental investigation) shall be instituted involving any person in respect
      of which indemnity may be sought pursuant to this Section 9, such person (an
      “Indemnified
      Party”)
      shall promptly notify the person against whom such indemnity may be sought
      (the
“Indemnifying
      Party”)
      in writing and the Indemnifying Party shall assume the defense thereof,
      including the employment of counsel reasonably satisfactory to such Indemnified
      Party, and shall assume the payment of all fees and expenses; provided that
      the
      failure of any Indemnified Party so to notify the Indemnifying Party shall
      not
      relieve the Indemnifying Party of its obligations hereunder except to the extent
      (and only to the extent that) that the Indemnifying Party is materially
      prejudiced by such failure to notify. In any such proceeding, any Indemnified
      Party shall have the right to retain its own counsel, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party unless (a)
      the
      Indemnifying Party and the Indemnified Party shall have mutually agreed to
      the
      retention of such counsel or (b) in the reasonable judgment of such Indemnified
      Party representation of both parties by the same counsel would be inappropriate
      due to actual or potential differing interests between them. It is understood
      that the Indemnifying Party shall not, in connection with any proceeding or
      related proceedings in the same jurisdiction, be liable for the reasonable
      fees
      and expenses of more than one separate firm of attorneys (in addition to any
      local counsel) at any time for all such Indemnified Parties (including in the
      case of Holder, all of its officers, directors and controlling persons) and
      that
      all such fees and expenses shall be reimbursed as they are incurred. In the
      case
      of any such separate firm for the Indemnified Parties, the Indemnified Parties
      shall designate such firm in writing to the Indemnifying Party. The Indemnifying
      Party shall not be liable for any settlement of any proceeding effected without
      its written consent (which consent shall not be unreasonably withheld or
      delayed), but if settled with such consent, or if there be a final judgment
      for
      the plaintiff, the Indemnifying Party shall indemnify and hold harmless such
      Indemnified Parties from and against any loss or liability (to the extent stated
      above) by reason of such settlement or judgment. No Indemnifying Party shall,
      without the prior written consent of the Indemnified Party, effect any
      settlement of any pending or threatened proceeding in respect of which any
      Indemnified Party is or could have been a party and indemnity could have been
      sought hereunder by such Indemnified Party, unless such settlement includes
      an
      unconditional release of such Indemnified Party from all liability arising
      out
      of such proceeding.

     

     

    
      
        
        

      

      
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    9.9  Contribution.
      To the extent any indemnification by an Indemnifying Party is prohibited or
      limited by law, the Indemnifying Party agrees to make the maximum contribution
      with respect to any amounts for which, he, she or it would otherwise be liable
      under this Section 9 to the fullest extent permitted by law; provided, however,
      that (a) no contribution shall be made under circumstances where a party would
      not have been liable for indemnification under this Section 9 and (b) no seller
      of Registrable Securities guilty of fraudulent misrepresentation (within the
      meaning used in the Securities Act) shall be entitled to contribution from
      any
      party who was not guilty of such fraudulent misrepresentation.

     

    10.  Nontransferability.
      Equity
      may not sell or transfer any Warrants to any person other than a director,
      officer, employee, manager or affiliate of Equity (or a person controlled by
      one
      or more directors, officers, employees, managers or affiliates of Equity)
or
      to a
      person or entity that assists Equity in providing services to FDRA pursuant
      to
      the Consulting Agreement dated February 13, 2006 as the same may be amended
      fro
      time to time
      without
      the consent
      of FDRA.

     

    11.  Severability.
      If
      any term, provision, covenant or restriction of these Warrants is held by a
      court of competent jurisdiction to be invalid, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions of these Warrants
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated.

     

    12.  Notices.
      All
      notices, requests, consents and other communications required hereunder shall
      be
      in writing and shall be effective when delivered or, if delivered by registered
      or certified mail, postage prepaid, return receipt requested, shall be effective
      on the third day following deposit in United States mail: to the Holder, at
      Equity Performance Group, One Devonshire Place, Suite 2003, Boston, MA 02109
      and
      if addressed to FDRA, at Foldera, Inc., 17011 Beach Boulevard, Suite 1500,
      Huntington Beach, CA 92647, or such other address as Holder or FDRA may
      designate in writing.

     

     

    
      
        
        

      

      
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    13.  No
      Rights as Shareholder. The
      Holder shall have no rights as a shareholder of FDRA with respect to the shares
      issuable upon exercise of the Warrants until the receipt by FDRA of all of
      the
      Exercise Documents. 

     

    Foldera,
      Inc.

    


    


    By:         

    ___________________________________________

    ___________________________________________

     

     

    
      
        
        

      

      
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      EXHIBIT
        “A”

    

    NOTICE
      OF EXERCISE

    (To
      be signed only upon exercise of the Warrants)

     

     

    To: Foldera,
      Inc.

     

    The
      undersigned hereby elects to purchase shares of Common Stock (the “Warrant
      Shares”)
      of
      Foldera, Inc.
      (“FDRA”),
      pursuant to the terms of the enclosed warrant certificate (the “Certificate”).
      The
      undersigned tenders herewith payment of the exercise price pursuant to the
      terms
      of the Certificate. 

     

    The
      undersigned hereby represents and warrants to, and agrees with, FDRA as follows:
      

     

    1.  Holder
      is acquiring the Warrant Shares for its own account, for investment purposes
      only.

     

    2.  Holder
      understands that an investment in the Warrant Shares involves a high degree
      of
      risk, and Holder has the financial ability to bear the economic risk of this
      investment in the Warrant Shares, including a complete loss of such investment.
      Holder has adequate means for providing for its current financial needs and
      has
      no need for liquidity with respect to this investment.

     

    3.  Holder
      has such knowledge and experience in financial and business matters that it
      is
      capable of evaluating the merits and risks of an investment in the Warrant
      Shares and in protecting its own interest in connection with this
      transaction.

     

    4.  Holder
      understands that the Warrant Shares have not been registered under the
      Securities Act or under any state securities laws. Holder is familiar with
      the
      provisions of the Securities Act and Rule 144 thereunder and understands that
      the restrictions on transfer on the Warrant Shares may result in Holder being
      required to hold the Warrant Shares for an indefinite period of
      time.

     

    5.  Holder
      agrees not to sell, transfer, assign, gift, create a security interest in,
      or
      otherwise dispose of, with or without consideration (collectively, “Transfer”)
      any of the Warrant Shares except pursuant to an effective registration statement
      under the Securities Act or an exemption from registration. As a further
      condition to any such Transfer, except in the event that such Transfer is made
      pursuant to an effective registration statement under the Securities Act, if
      in
      the reasonable opinion of counsel to FDRA any Transfer of the Warrant Shares
      by
      the contemplated transferee thereof would not be exempt from the registration
      and prospectus delivery requirements of the Securities Act, FDRA may require
      the
      contemplated transferee to furnish FDRA with an investment letter setting forth
      such information and agreements as may be reasonably requested by FDRA to ensure
      compliance by such transferee with the Securities Act.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Each
      certificate evidencing the Warrant Shares will bear the following
      legend:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS AND
      MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS
      AN
      EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

     

     

     

    Number
      of Warrants Exercised: ______________

     

     

    Dated:
      ____________________   

    
 

    
      

    

    


     

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