THE
      WARRANT REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON
      EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
      SECURITIES ACT OF 1933 OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE AND
      MAY
      BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO RELEVANT
      PROVISIONS OF FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION
      FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.

    


    WARRANT
      TO PURCHASE

    COMMON
      STOCK

    OF

    TASKPORT,
      INC.

    


    


    This
      is
      to certify that Day & Campbell, LLP (the “Holder”) is entitled, subject to
      the terms and conditions hereinafter set forth, to purchase 10,000 shares of
      Common Stock, par value $0.0001 per share (the “Common Shares”), of Taskport,
      Inc., a California corporation (the “Company”), from the Company at the price
      per share and on the terms set forth herein, and to receive a certificate for
      the Common Shares purchased on presentation and surrender to the Company with
      the subscription form attached, duly executed and accompanied by payment of
      the
      purchase price of each share purchased either in cash or by certified or bank
      cashier’s check or other check payable to the order of the Company.

     

    The
      purchase rights represented by this Warrant are exercisable commencing on the
      date hereof, through and including June 30, 2010, at a price per Common Share
      of
      $1.00, subject to adjustment as hereinafter provided.

     

    The
      purchase rights represented by this Warrant are exercisable within the period
      specified and at the price specified; provided, however, that such purchase
      rights shall not be exercisable with respect to a fraction of a Common Share.
      In
      case of the purchase of less than all the Common Shares purchasable under this
      Warrant, the Company shall cancel this Warrant on surrender hereof and shall
      execute and deliver a new warrant of like tenor and date for the balance of
      the
      shares purchasable hereunder.

     

    The
      Company agrees at all times to reserve or hold available a sufficient number
      of
      Common Shares to cover the number of shares issuable on exercise of this and
      all
      other Warrants of like tenor then outstanding.

     

    This
      Warrant shall not entitle the holder hereof to any voting rights or other rights
      as a shareholder of the Company, or to any other rights whatever except the
      rights herein expressed and no dividends shall be payable or accrue in respect
      of this Warrant or the interest represented hereby or the Common Shares
      purchasable hereunder until or unless, and except to the extent that, this
      Warrant shall be exercised.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      the
      event that the outstanding Common Shares hereafter are changed into or exchanged
      for a different number or kind of shares or other securities of the Company
      or
      of another corporation by reason of merger, consolidation, other reorganization,
      recapitalization, reclassification, combination of shares, stock split-up or
      stock dividend:

     

    (a) The
      aggregate number, price and kind of Common Shares subject to this Warrant shall
      be adjusted appropriately;

     

    (b) Rights
      under this Warrant, both as to the number of subject Common Shares and the
      Warrant exercise price, shall be adjusted appropriately; and

     

    (c) In
      the
      event of dissolution or liquidation of the Company or any merger or combination
      in which the Company is not a surviving corporation, this Warrant shall
      terminate, but the registered owner of this Warrant shall have the right,
      immediately prior to such dissolution, liquidation, merger or combination,
      to
      exercise this Warrant in whole or in part to the extent that it shall not have
      been exercised.

     

    The
      foregoing adjustments and the manner of application of the foregoing provisions
      may provide for the elimination of fractional share interests.

     

    The
      Company shall not be required to issue or deliver any certificate for Common
      Shares purchased on exercise of this Warrant or any portion thereof prior to
      fulfillment of all the following conditions.

     

    Unless
      the Common Shares underlying this Warrant are registered under the Securities
      Act of 1933 (the “Act”), sales of such underlying Common Shares may only be made
      pursuant to Rule 144 under the Act at such time as the Holder is legally able
      to
      effect sales of Common Shares underlying the Warrant pursuant to Rule 144 or
      other applicable exemption.

    


    The
      Holder shall have the right to exercise all or a portion of this Warrant as
      follows:

    


    (a) The
      completion of any required registration or other qualification of such shares
      under any federal or state law or under the rulings or regulations of the
      Securities and Exchange Commission or any other government regulatory body
      which
      is necessary;

     

    (b) The
      obtaining of any approval or other clearance from any federal or state
      government agency which is necessary;

     

    (c) The
      obtaining from the holder of the Warrant, as required in the sole judgment
      of
      the Company, of a representation in writing that the holder is acquiring such
      Common Shares for the holder’s own account for investment and not with a view
      to, or for sale in connection with, the distribution of any part thereof, if
      the
      Common Shares underlying the Warrant have not been registered under the Act;
      and

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) The
      placing on the certificate, as required in the sole judgment of the Company,
      of
      an appropriate legend and the issuance of stop transfer instructions in
      connection with this Warrant and the Common Shares underlying the Warrant to
      the
      following effect:

     

    "THE
      SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED
      FOR
      SALE, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL
      REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS
      THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SHARES
      OR
      OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
      REGISTRATION IS NOT REQUIRED."

    


    The
      Holder shall have piggyback registration rights for any Common Shares underlying
      the Warrant in connection with any registration statement filed by the Company
      to register securities of the Company for sale to the public (except a
      registration statement filed in connection with an acquisition or exchange
      offering or a registration statement filed on Form S-8). The Company shall
      give
      prompt written notice to the Holder of any such proposed registration, and
      the
      Holder shall inform the Company, within 20 days after receipt of such notice,
      if
      it wishes to register any of the Common Shares underlying the Warrant in the
      Company’s registration statement. If the Holder does not so inform the Company,
      the Company shall have the right to assume that Holder does not wish to register
      any of the Common Shares underlying the Warrant in the Company’s registration
      statement. The Company shall pay all costs and expenses of such registration,
      excluding fees and expense of counsel for Holder and underwriting discounts,
      commissions, or expenses of Holder with respect to the sale of Common Shares
      underlying the Warrant. The Company shall have the right to require the Holder
      to defer such piggyback registration at the request of any underwriter for
      the
      securities of the Company in a registered public offering by the Company in
      which gross proceeds of $10,000,000 or more are received by the Company, or
      at
      the request of any NASD registered broker-dealer acting as the Company’s
      exclusive placement agent in a private offering in which gross proceeds of
      $4,000,000 or more are received by the Company.

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by the
      signature of its duly authorized officer.

     

    
      	 	 	 
	 	TASKPORT,
              INC.
	 
 	 
 	 
 
	Dated: June
              30, 2005	By:  	 
	 	
              
Richard
              Lusk
	 	President


    

     

     

    
      
        
        

      

      
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