Exhibit 10.1
    

    

    

    
      NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS
      CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
      EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE
      OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF
      (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH
      COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
      FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
      SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING
      THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
      FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
      THE SECURITIES.
    

    

    

    
      PURESPECTRUM, INC.

    

    
      WARRANT TO PURCHASE COMMON STOCK

    

    
    	
          
            Warrant No.: 2010-1
          

        	
           
        	
          
            Issuance Date:   February 5, 2010
          

        


    

    
      Number of Warrant Shares:  107,142,857

    

    
      Initial Exercise Price:  $0.063 per share

    

    
      PureSpectrum, Inc., a Delaware corporation (“Company”),
      hereby certifies that, for good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, Socius CG II, Ltd., a
      Bermuda exempted company, the holder hereof or its designees or assigns
      (“Holder”), is entitled, subject to the terms set forth
      herein, to purchase from the Company, at the Exercise Price then in
      effect, upon exercise of this Warrant to Purchase Common Stock
      (including any warrant issued in exchange, transfer or replacement
      hereof, the “Warrant”), at any time or times after issuance
      of the Warrant and until 11:59 p.m. Eastern time on the fifth
      anniversary of the Issuance Date, subject to acceleration pursuant to Section
      3.3 hereof, that number of duly authorized, validly issued, fully
      paid and non-assessable shares of Common Stock set forth above and as
      adjusted herein (the “Warrant Shares”); provided,
      however, that this Warrant may only be exercised, from time to
      time, for that number of shares of Common Stock with an Aggregate
      Exercise Price equal to up to 135% of the cumulative amount of Tranche
      Purchase Prices under Tranche Notices delivered prior to or on the date
      of exercise.  
    

    
      This Warrant is issued pursuant to the Preferred Stock Purchase
      Agreement dated February 5, 2010, by and among the Company and the
      investor referred to therein (the “Purchase Agreement”).  Except
      as otherwise defined herein, capitalized terms in this Warrant shall
      have the meanings set forth in ARTICLE 13 hereof.
    

    
      
        

        

      

      
        
          1
        

        
          


        

      

      
        

        

      

    

    
      This Warrant shall consist of and be exercisable in tranches (each, a “Warrant
      Tranche”), with a separate tranche being created upon each delivery
      of a Tranche Notice under the Purchase Agreement.  Each Warrant Tranche
      will grant to the Holder the right, for a five-year period commencing on
      the applicable Tranche Notice Date, to exercise the Warrant and purchase
      up to a number of shares of Common Stock with an Aggregate Exercise
      Price equal to 135% of the Tranche Purchase Price for the applicable
      Tranche Notice.  Attached to this Warrant is a schedule (the “Warrant
      Tranche Schedule”) that sets forth the issuance date, the number of
      Warrant Shares, and the Exercise Price for each Warrant Tranche.  The
      Warrant Tranche Schedule shall be updated by the Company, with an
      updated copy provided to the Holder, promptly following each exercise of
      this Warrant.  No portion of this Warrant shall vest or be exercisable
      except under the Warrant Tranches.
    

    

    

    
      ARTICLE 1
EXERCISE OF WARRANT.

    

    
         1.1  Mechanics of Exercise.

    

    
           1.1.1  Subject to the terms
      and conditions hereof, this Warrant may be exercised by the Holder on
      any day on or after the Issuance Date, in whole or in part, by (i)
      delivery of a written notice to the Company, in the form attached hereto
      as Appendix 1 (the “Exercise Notice”), of the Holder’s
      election to exercise this Warrant, and (ii) payment to the Company of an
      amount equal to the applicable Exercise Price multiplied by the number
      of Warrant Shares as to which this Warrant is being exercised (the “Aggregate
      Exercise Price”), with such payment made, at Investor’s option, (x)
      in cash or by wire transfer of immediately available funds, (y) by the
      issuance and delivery of a recourse promissory note substantially in the
      form attached hereto as Appendix 2 (each, a “Recourse Note”),
      or (z) if applicable, by cashless exercise pursuant to Section 1.3.  
    

    
           1.1.2  The Holder shall not be
      required to deliver the original Warrant in order to effect an exercise
      hereunder.  Execution and delivery of the Exercise Notice with respect
      to less than all of the Warrant Shares shall have the same effect as
      cancellation of the original Warrant and issuance of a new Warrant
      evidencing the right to purchase the remaining number of Warrant Shares.  
    

    
           1.1.3  On the Trading Day on which
      the Company has received each of the Exercise Notice and the Aggregate
      Exercise Price (the “Exercise Delivery Documents”) from the
      Holder by 6:30 p.m. Eastern time, or on the next Trading Day if the
      Exercise Delivery Documents are received after 6:30 p.m. Eastern time or
      on a non-Trading Day (in each case, the “Exercise Delivery Date”),
      the Company shall transmit (i) a facsimile acknowledgment of
      confirmation of receipt of the Exercise Delivery Documents to the
      Holder, and (ii) an electronic copy of its share issuance instructions
      to the Holder and to the Company’s transfer agent (the “Transfer
      Agent”), with such transmissions to comply with the notice
      provisions contained in Section 6.2 of the Purchase Agreement, and shall
      instruct and authorize the Transfer Agent to credit such aggregate
      number of freely-tradable Warrant Shares to which the Holder is entitled
      to receive upon such exercise to the Holder’s or its designee’s balance
      account with The Depository Trust Company (DTC) through the Fast
      Automated Securities Transfer (FAST) Program through its Deposit
      Withdrawal Agent Commission (DWAC) system, with such credit to occur no
      later than 4:00 p.m. Eastern Time on the Trading Day following the
      Exercise Delivery Date, time being of the essence; provided, however,
      that, notwithstanding the foregoing 4:00 p.m. deadline, if the Warrant
      Shares are not credited as DWAC Shares by 12:00 p.m. Eastern Time on the
      Trading Day following the Exercise Delivery Date, then the Tranche
      Closing Date applicable to the Exercise Notice shall be extended by one
      Trading Day for each Trading Day that timely credit of DWAC Shares is
      not made.
    

    
      
        

        

      

      
        
          2
        

        
          


        

      

      
        

        

      

    

    
           1.1.4  Upon delivery of the
      Exercise Delivery Documents, the Holder shall be deemed for all
      corporate purposes to have become the holder of record of the Warrant
      Shares with respect to which this Warrant has been exercised,
      irrespective of the date such Warrant Shares are credited to the
      Holder’s DTC account.  Any Warrant delivered in connection with a
      Tranche Notice and exercised by Holder shall be deemed exercised (i) on
      the Tranche Notice Date, if exercised by 6:30 p.m. Eastern time on the
      Tranche Notice Date, or (ii) on the next Trading Day, if exercised by
      Investor after 6:30 p.m. Eastern Time on the Tranche Notice Date or on
      any other date, in each case with Holder deemed to be a holder of record
      as of such date.
    

    
           1.1.5  If this Warrant is exercised
      and the number of Warrant Shares represented by this Warrant is greater
      than the number of Warrant Shares being acquired upon such exercise,
      then the Company shall, as soon as practicable and in no event later
      than three (3) Trading Days after such exercise, update the Tranche
      Exercise Schedule to reflect the revised number of Warrant Shares for
      which this Warrant is then exercisable and deliver a copy of the updated
      Tranche Exercise Schedule to the Holder.  No fractional shares of Common
      Stock are to be issued upon the exercise of this Warrant, but rather the
      number of shares of Common Stock to be issued shall be rounded up to the
      nearest whole number.  The Company shall pay any and all taxes which may
      be payable with respect to the issuance and delivery of Warrant Shares
      upon exercise of this Warrant.  
    

    
         1.2  Adjustments to Exercise Price and
      Number of Shares.  In addition to other adjustments specified
      herein, the Exercise Price of this Warrant and the number of shares of
      Common Stock issuable upon exercise shall be adjusted as follows:
    

    
           1.2.1  Exercise Price.  The
      “Exercise Price” per share of Common Stock underlying this Warrant,
      subject to further adjustment as provided herein, shall be as follows:
      (i) with respect to the portion of this Warrant issued on the Effective
      Date and until the first Tranche Notice Date, the amount per Warrant
      Share set forth on the face of this Warrant, which is equal to Closing
      Bid Price for the Common Stock on the Trading Day prior to the Effective
      Date, and (ii) with respect to the portion of this Warrant that becomes
      exercisable on any Tranche Notice Date (including the first Tranche
      Notice Date), an amount per Warrant Share equal to the Closing Bid Price
      of a share of Common Stock on such Tranche Notice Date.
    

    
           1.2.2  Number of Shares.  The
      number of Warrant Shares underlying this Warrant and each Warrant
      Tranche, subject to further adjustment as provided herein, shall be as
      follows: (i) with respect to the portion of this Warrant issued on the
      Effective Date and until the first Tranche Notice Date, the number of
      shares set forth on the face of this Warrant, which is a number of
      shares of Common Stock equal to the Maximum Placement multiplied by
      135%, with the resulting sum divided by the Closing Bid Price of a share
      of Common Stock on the Trading Day prior to the Effective Date, and (ii)
      with respect to the portion of this Warrant issued on any Tranche Notice
      Date including the first Tranche Notice Date, a number of shares equal
      to the Tranche Purchase Price set forth in the applicable Tranche Notice
      multiplied by 135%, with the resulting sum divided by the Closing Bid
      Price of a share of Common Stock on the Tranche Notice Date.  For
      example, if the Tranche Purchase Price is $1,000,000 and the Closing Bid
      Price is $0.50, then the number of Warrant Shares underlying that
      Warrant Tranche shall be $1,000,000 x 135% = $1,350,000 divided by $0.50
      = 2,700,000 shares of Common Stock.  On each Tranche Notice Date, the
      number of Warrant Shares underlying the related Warrant Tranche shall
      vest and become exercisable, and the aggregate number of Warrant Shares
      underlying this Warrant that are currently exercisable shall
      automatically adjust up or down to account for the change in the number
      of Warrant Shares covered by the new Warrant Tranche and for any Warrant
      Shares issued upon any prior or simultaneous exercise of this
      Warrant.  If at any time the Holder reasonably believes that the number
      of Warrant Shares included in the Registration Statement is not
      sufficient to cover all exercises under this Warrant, then the Company
      shall amend such Registration Statement to include the additional number
      of Warrant Shares that may be required to provide such coverage.
    

    
      
        

        

      

      
        
          3
        

        
          


        

      

      
        

        

      

    

    
         1.3  Cashless Exercise.  Notwithstanding
      anything contained herein to the contrary, if at any time there is not a
      current, valid and effective registration statement covering the Warrant
      Shares that are the subject of the Exercise Notice (the “Unavailable
      Warrant Shares”), the Holder may, in its sole discretion, exercise
      this Warrant in whole or in part and, in lieu of making the cash payment
      otherwise contemplated to be made to the Company upon such exercise in
      payment of the Aggregate Exercise Price, elect instead to receive upon
      such exercise the “Net Number” of shares of Common Stock determined
      according to the following formula (a “Cashless Exercise”):
    

    
    	
           
        	
          
            Net Number =
          

        	
          
            (B-C) x A
          

        	

        
	

        	
          
             
          

        	
          
            B
          

        	

        
	

        	

        	

        	
           
        
	

        	
          
            For purposes of the foregoing formula:
          

        
	

        	

        	

        	
           
        
	

        	
          
            A = the total number of shares with respect to which this Warrant
            is then being exercised.
          

        
	

        	

        	

        	
           
        
	

        	
          
            B = the average of the Closing Bid Prices of the shares of Common
            Stock (as reported by Bloomberg) for the five (5) consecutive
            Trading Days ending on the date immediately preceding the date of
            the Exercise Notice.
          

        
	

        	
           
        
	

        	
          
            C = the Exercise Price then in effect for the applicable Warrant
            Shares at the time of such exercise.
          

        


    

    
      
        

        

      

      
        
          4
        

        
          


        

      

      
        

        

      

    

    
         1.4  Company’s Failure to Timely
      Deliver Securities.  If the Company shall fail for any reason or
      for no reason to credit to the Holder’s balance account with DTC, by
      4:00 p.m. Eastern time on the Trading Day following the Exercise
      Delivery Date, the number of shares of Common Stock to which the Holder
      is entitled upon the Holder’s exercise of this Warrant, then, in
      addition to all other remedies available to the Holder, the Company
      shall pay in cash to the Holder on each day after such Trading Day that
      the issuance of such shares of Common Stock is not timely effected an
      amount equal to 0.5% of the product of (A) the sum of the number of
      shares of Common Stock not issued to the Holder on a timely basis and to
      which the Holder is entitled and (B) the Closing Bid Price of the shares
      of Common Stock on the Trading Day immediately preceding the last
      possible date which the Company could have issued such shares of Common
      Stock to the Holder without violating Section 1.1.  In addition
      to the foregoing, (A) notwithstanding the foregoing 4:00 p.m. deadline,
      if the Warrant Shares are not credited to the Holder’s balance account
      with DTC by 12:00 p.m. Eastern Time on the Trading Day following the
      Exercise Delivery Date, then the Tranche Closing Date applicable to the
      Exercise Notice shall be extended by one Trading Day for each Trading
      Day that timely credit of DWAC Shares is not made, and (B) if after the
      Company’s receipt of an Exercise Notice the Company shall fail to timely
      (pursuant to Section 1.1.3 hereof) credit the Holder’s balance account
      with DTC for the number of shares of Common Stock to which the Holder is
      entitled upon the Holder’s exercise hereunder, and the Holder purchases
      (in an open market transaction or otherwise) shares of Common Stock to
      deliver in satisfaction of a sale by the Holder of shares of Common
      Stock issuable upon such exercise that the Holder anticipated receiving
      from the Company, then the Company shall, within one Trading Day 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 credit such Holder’s balance account with DTC
      for the number of Warrant Shares to which the Holder is entitled upon
      the Holder’s exercise hereunder and to issue such Warrant Shares shall
      terminate, or (ii) promptly honor its obligation to credit such Holder’s
      balance account with DTC for the number of Warrant Shares to which the
      Holder is entitled upon the Holder’s exercise hereunder 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 sold by
      Holder in satisfaction of its obligations, times (B) the Closing Bid
      Price on the date of exercise.
    

    
         1.5  Exercise Limitation.  Notwithstanding
      any other provision, at no time may the Holder (a) exercise this Warrant
      such that the number of Warrant Shares to be received pursuant to such
      exercise exceeds 135.0% of the aggregate of all Tranche Purchase Prices
      under and in connection with all Tranche Notices delivered pursuant to
      the Purchase Agreement prior to the date of exercise; or (b) exercise
      this Warrant such that the number of Warrant Shares to be received
      pursuant to such exercise, aggregated with all other shares of Common
      Stock then owned, or deemed beneficially owned, by the Holder and its
      affiliates, would result in the Holder and its affiliates owning more
      than 4.99% of all of such Common Stock as would be outstanding on the
      date of exercise, as determined in accordance with Section 13(d) of the
      Exchange Act and the rules and regulations promulgated thereunder.  In
      addition, as of any date, the aggregate number of shares of Common Stock
      into which this Warrant is exercisable within 61 days, together with all
      other shares of Common Stock then beneficially owned (as such term is
      defined in Rule 13(d) under the Exchange Act) by Holder and its
      affiliates, shall not exceed 9.99% of the total outstanding shares of
      Common Stock as of such date.
    

    
      
        

        

      

      
        
          5
        

        
          


        

      

      
        

        

      

    

    
         1.6  Activity Restrictions.  For
      so long as Holder or any of its affiliates holds this Warrant or any
      Warrant Shares, neither Holder nor any affiliate will:  (i) vote any
      shares of Common Stock owned or controlled by it, solicit any proxies,
      or seek to advise or influence any Person with respect to any voting
      securities of the Company; (ii) engage or participate in any actions,
      plans or proposals which relate to or would result in (a) acquiring
      additional securities of the Company, alone or together with any other
      Person, which would result in beneficially owning or controlling more
      than 9.99% of the total outstanding Common Stock or other voting
      securities of the Company, (b) an extraordinary corporate transaction,
      such as a merger, reorganization or liquidation, involving Company or
      any of its subsidiaries, (c) a sale or transfer of a material amount of
      assets of the Company or any of its subsidiaries, (d) any change in the
      present board of directors or management of the Company, including any
      plans or proposals to change the number or term of directors or to fill
      any existing vacancies on the board, (e) any material change in the
      present capitalization or dividend policy of the Company, (f) any other
      material change in the Company’s business or corporate structure,
      including but not limited to, if the Company is a registered closed-end
      investment company, any plans or proposals to make any changes in its
      investment policy for which a vote is required by Section 13 of the
      Investment Company Act of 1940, (g) changes in the Company’s charter,
      bylaws or instruments corresponding thereto or other actions which may
      impede the acquisition of control of the Company by any Person, (h)
      causing a class of securities of the Company to be delisted from a
      national securities exchange or to cease to be authorized to be quoted
      in an inter-dealer quotation system of a registered national securities
      association, (i) a class of equity securities of the Company becoming
      eligible for termination of registration pursuant  to Section 12(g)(4)
      of the Act, or (j) any action, intention, plan or arrangement similar to
      any of those enumerated above; or (iii) request the Company or its
      directors, officers, employees, agents or representatives to amend or
      waive any provision of this Section 1.6.  
    

    
         1.7  Disputes.  In the case of
      a dispute as to the determination of the Exercise Price or the
      arithmetic calculation of the Warrant Shares, the Company shall promptly
      issue to the Holder the number of Warrant Shares that are not disputed
      and resolve such dispute in accordance with Section 12.
    

    
         1.8  Insufficient Authorized Shares.  If
      at any time while any portion of this Warrant remains outstanding the
      Company does not have a sufficient number of authorized and unreserved
      shares of Common Stock to satisfy its obligation to reserve for issuance
      upon exercise of this Warrant at least a number of shares of Common
      Stock equal to 110% of the number of shares of Common Stock as shall
      from time to time be necessary to effect the exercise of the portion of
      the Warrant then outstanding (the “Required Reserve Amount”)
      (an “Authorized Share Failure”), then the Company shall
      immediately take all action necessary to increase the Company’s
      authorized shares of Common Stock to an amount sufficient to allow the
      Company to reserve the Required Reserve Amount for the portion of the
      Warrant then outstanding.  Without limiting the generality of the
      foregoing sentence, as soon as practicable after the date of the
      occurrence of an Authorized Share Failure, but in no event later than 90
      days after the occurrence of such Authorized Share Failure, the Company
      shall hold a meeting of its stockholders for the approval of an increase
      in the number of authorized shares of Common Stock.  In connection with
      such meeting, the Company shall provide each stockholder with a proxy
      statement and shall use its best efforts to solicit its stockholders’
      approval of such increase in authorized shares of Common Stock and to
      cause its board of directors to recommend to the stockholders that they
      approve such proposal.
    

    
      
        

        

      

      
        
          6
        

        
          


        

      

      
        

        

      

    

    
      ARTICLE 2
ADJUSTMENT UPON SUBDIVISION OR
      COMBINATION OF COMMON STOCK

    

    
      If the Company at any time on or after the Issuance Date subdivides (by
      any stock split, stock dividend, recapitalization or otherwise) one or
      more classes of its outstanding shares of Common Stock into a greater
      number of shares, the Exercise Price in effect immediately prior to such
      subdivision will be proportionately reduced and the number of Warrant
      Shares will be proportionately increased.  If the Company at any time on
      or after the Issuance Date combines (by combination, reverse stock split
      or otherwise) one or more classes of its outstanding shares of Common
      Stock into a smaller number of shares, the Exercise Price in effect
      immediately prior to such combination will be proportionately increased
      and the number of Warrant Shares will be proportionately decreased.  Any
      adjustment under this ARTICLE 2 shall become effective at the close of
      business on the date the subdivision or combination becomes effective.
    

    
      ARTICLE 3
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS

    

    
         3.1  Purchase Rights.  In
      addition to any adjustments pursuant to ARTICLE 2 above, if at any time
      the Company grants, issues or sells any Options, Convertible Securities
      or rights to purchase stock, warrants, securities or other property pro
      rata to the record holders of any class of shares of Common Stock (the “Purchase
      Rights”), then the Holder will be entitled to acquire, upon the
      terms applicable to such Purchase Rights, the aggregate Purchase Rights
      which the Holder could have acquired if the Holder had held the number
      of shares of Common Stock acquirable upon complete exercise of this
      Warrant (without regard to any limitations on the exercise of this
      Warrant) immediately before the date on which a record is taken for the
      grant, issuance or sale of such Purchase Rights, or, if no such record
      is taken, the date as of which the record holders of shares of Common
      Stock are to be determined for the grant, issue or sale of such Purchase
      Rights.
    

    
         3.2  Subsequent Equity Sales.
      In addition to any adjustments made pursuant to ARTICLE 2 above, except
      as in connection with subsequent subscriptions for shares of Common
      Stock not to exceed $1,000,000 in aggregate additional capital
      investment into the Company following the Effective Date (as defined in
      the Purchase Agreement), if the Company or any Subsidiary thereof, as
      applicable, at any time while this Warrant is outstanding, shall sell or
      grant any option to purchase, or sell or grant any right to reprice, or
      otherwise dispose of or issue (or announce any offer, sale, grant or any
      option to purchase or other disposition) any Common Stock or Common
      Stock Equivalents entitling any Person to acquire shares of Common
      Stock, at an effective price per share less than the then Exercise Price
      (such lower price, the “Base Share Price” and such
      issuances, collectively, a “Dilutive Issuance”), then the
      Exercise Price shall be reduced and only reduced to equal the Base Share
      Price and the number of Warrant Shares issuable hereunder shall be
      increased such that the aggregate Exercise Price payable hereunder,
      after taking into account the decrease in the Exercise Price, shall be
      equal to the aggregate Exercise Price prior to such adjustment.  Such
      adjustment shall be made whenever such Common Stock or Common Stock
      Equivalents are issued.  If the holder of the Common Stock or Common
      Stock Equivalents 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 are issued in connection with such issuance, be
      entitled to receive shares of Common Stock at an effective price per
      share which is less than the Exercise Price, such issuance shall be
      deemed to have occurred for less than the Exercise Price on such date of
      the Dilutive Issuance.  Notwithstanding the foregoing, no adjustments
      shall be made, paid or issued under this Section 3.2 in respect
      of an Exempt Issuance, subject to adjustment for reverse and forward
      stock splits, stock dividends, stock combinations and other similar
      transactions of the Common Stock that occur after the date of the
      Purchase Agreement. The Company shall notify the Holder in writing, no
      later than the Trading Day following the issuance of any Common Stock or
      Common Stock Equivalents subject to this Section 3.2, indicating
      therein the applicable issuance price, or applicable reset price,
      exchange price, conversion price and other pricing terms (such notice
      the “Dilutive Issuance Notice”).  For purposes of
      clarification, whether or not the Company provides a Dilutive Issuance
      Notice pursuant to this Section 3.2, upon the occurrence of any
      Dilutive Issuance, after the date of such Dilutive Issuance the Holder
      is entitled to receive a number of Warrant Shares based upon the Base
      Share Price regardless of whether the Holder accurately refers to the
      Base Share Price in the Notice of Exercise.
    

    
      
        

        

      

      
        
          7
        

        
          


        

      

      
        

        

      

    

    
         3.3  Fundamental Transactions.  The
      Company shall not enter into or be party to a Fundamental Transaction
      unless the Successor Entity assumes in writing all of the obligations of
      the Company under this Warrant in accordance with the provisions of this Section
      3.3 pursuant to written agreements in form and substance
      satisfactory to the Required Holders and approved by the Required
      Holders prior to such Fundamental Transaction, including agreements to
      deliver to each Holder of this Warrant in exchange for such Warrant a
      security of the Successor Entity evidenced by a written instrument
      substantially similar in form and substance to this Warrant, including,
      without limitation, an adjusted exercise price equal to the value for
      the shares of Common Stock reflected by the terms of such Fundamental
      Transaction, and exercisable for a corresponding number of shares of
      capital stock equivalent to the shares of Common Stock acquirable and
      receivable upon exercise of this Warrant (without regard to any
      limitations on the exercise of this Warrant) prior to such Fundamental
      Transaction, and satisfactory to the Required Holders.  Upon the
      occurrence of any Fundamental Transaction, the Successor Entity shall
      succeed to, and be substituted for (so that from and after the date of
      such Fundamental Transaction, the provisions of this Warrant referring
      to the “Company” shall refer instead to the Successor Entity), and may
      exercise every right and power of the Company and shall assume all of
      the obligations of the Company under this Warrant with the same effect
      as if such Successor Entity had been named as the Company herein.  Upon
      consummation of the Fundamental Transaction, the Successor Entity shall
      deliver to the Holder confirmation that there shall be issued upon
      exercise of this Warrant at any time after the consummation of the
      Fundamental Transaction, in lieu of the shares of the Common Stock (or
      other securities, cash, assets or other property) purchasable upon the
      exercise of this Warrant prior to such Fundamental Transaction, such
      shares of stock, securities, cash, assets or any other property
      whatsoever (including warrants or other purchase or subscription rights)
      which the Holder would have been entitled to receive upon the happening
      of such Fundamental Transaction had this Warrant been converted
      immediately prior to such Fundamental Transaction, as adjusted in
      accordance with the provisions of this Warrant.  In addition to and not
      in substitution for any other rights hereunder, prior to the
      consummation of any Fundamental Transaction pursuant to which holders of
      shares of Common Stock are entitled to receive securities or other
      assets with respect to or in exchange for shares of Common Stock (a “Corporate
      Event”), the Company shall make appropriate provision to insure that
      the Holder will thereafter have the right to receive upon an exercise of
      this Warrant at any time after the consummation of the Fundamental
      Transaction, in lieu of the shares of the Common Stock (or other
      securities, cash, assets or other property) purchasable upon the
      exercise of this Warrant prior to such Fundamental Transaction, such
      shares of stock, securities, cash, assets or any other property
      whatsoever (including warrants or other purchase or subscription rights)
      which the Holder would have been entitled to receive upon the happening
      of such Fundamental Transaction had this Warrant been exercised
      immediately prior to such Fundamental Transaction; provided, however,
      that in the event the Fundamental Transaction involves the issuance of
      cash or freely tradable securities by an issuer listed on the New York
      Stock Exchange or the Nasdaq Stock Market, then the ability to exercise
      this Warrant shall expire on the consummation of that Fundamental
      Transaction.  Provision made pursuant to the preceding sentence shall be
      in a form and substance reasonably satisfactory to the Required
      Holders.  The provisions of this Section 3.3 shall
      apply similarly and equally to successive Fundamental Transactions and
      Corporate Events and shall be applied without regard to any limitations
      on the exercise of this Warrant.
    

    
      
        

        

      

      
        
          8
        

        
          


        

      

      
        

        

      

    

    
         3.4  Notwithstanding the foregoing Section
      3.3, in the event of a Fundamental Transaction other than one in
      which the Successor Entity is a Public Successor Entity that assumes
      this Warrant such that this Warrant shall be exercisable for the
      publicly traded common stock of such Public Successor Entity, at the
      request of the Holder delivered before the 90th day after the effective
      date of such Fundamental Transaction, the Company (or the Successor
      Entity) shall purchase this Warrant from the Holder by paying to the
      Holder, within five (5) Trading Days after such request (or, if later,
      on the effective date of the Fundamental Transaction), cash in an amount
      equal to the value of the remaining unexercised portion of this Warrant
      on the date of such consummation, which value shall be determined by use
      of the Black Scholes Option Pricing Model using a volatility equal to
      the 100 day average historical price volatility prior to the date of the
      public announcement of such Fundamental Transaction.
    

    

    

    
      
        

        

      

      
        
          9
        

        
          


        

      

      
        

        

      

    

    
      ARTICLE 4
NONCIRCUMVENTION

    

    
      The Company hereby covenants and agrees that the Company will not, by
      amendment of its certificate or articles of incorporation, articles of
      association, bylaws, or any other organization documents, or through any
      reorganization, transfer of assets, consolidation, merger, scheme of
      arrangement, dissolution, issue or sale of securities, or any other
      voluntary action, avoid or seek to avoid the observance or performance
      of any of the terms of this Warrant, and will at all times in good faith
      carry out all the provisions of this Warrant and take all action as may
      be required to protect the rights of the Holder.  Without limiting the
      generality of the foregoing, the Company (i) shall not increase the par
      value of any shares of Common Stock receivable upon the exercise of this
      Warrant above the Exercise Price then in effect, (ii) shall take all
      such actions as may be necessary or appropriate in order that the
      Company may validly and legally issue fully paid and nonassessable
      shares of Common Stock upon the exercise of this Warrant, and (iii)
      shall, so long as any portion of this Warrant remains outstanding, take
      all action necessary to reserve and keep available out of its authorized
      and unissued shares of Common Stock, solely for the purpose of effecting
      the exercise of this Warrant, 110% of the number of shares of Common
      Stock as shall from time to time be necessary to effect the exercise of
      this Warrant then outstanding (without regard to any limitations on
      exercise).
    

    
      ARTICLE 5
WARRANT HOLDER NOT DEEMED A STOCKHOLDER

    

    
      Except as otherwise specifically provided herein, the Holder, solely in
      such Person’s capacity as a holder of this Warrant, shall not be
      entitled to vote or receive dividends or be deemed the holder of share
      capital of the Company for any purpose, nor shall anything contained in
      this Warrant be construed to confer upon the Holder, solely in such
      Person’s capacity as the Holder of this Warrant, any of the rights of a
      stockholder of the Company or any right to vote, give or withhold
      consent to any corporate action (whether any reorganization, issue of
      stock, reclassification of stock, consolidation, merger, conveyance or
      otherwise), receive notice of meetings, receive dividends or
      subscription rights, or otherwise, prior to the issuance to the Holder
      of the Warrant Shares which such Person is then entitled to receive upon
      the due exercise of this Warrant.  In addition, nothing contained in
      this Warrant shall be construed as imposing any liabilities on the
      Holder to purchase any securities (upon exercise of this Warrant or
      otherwise) or as a stockholder of the Company, whether such liabilities
      are asserted by the Company or by creditors of the
      Company.  Notwithstanding this ARTICLE 5, the Company shall provide the
      Holder with copies of the same notices and other information given to
      the stockholders of the Company generally, contemporaneously with the
      giving thereof to the stockholders.
    

    
      ARTICLE 6
REISSUANCE OF WARRANTS

    

    
         6.1  Transfer of Warrant.  If
      this Warrant is to be transferred, the Holder shall surrender this
      Warrant to the Company, whereupon the Company will forthwith issue and
      deliver upon the order of the Holder a new Warrant (in accordance with
      Section 6.4), registered as the Holder may request, representing the
      right to purchase the number of Warrant Shares being transferred by the
      Holder and, if less then the total number of Warrant Shares then
      underlying this Warrant is being transferred, a new Warrant (in
      accordance with Section 6.4) to the Holder representing the right to
      purchase the number of Warrant Shares not being transferred.
    

    
      
        

        

      

      
        
          10
        

        
          


        

      

      
        

        

      

    

    
         6.2  Lost, Stolen or Mutilated Warrant.  Upon
      receipt by the Company of evidence reasonably satisfactory to the
      Company of the loss, theft, destruction or mutilation of this Warrant,
      and, in the case of loss, theft or destruction, of any indemnification
      undertaking by the Holder to the Company in customary form and, in the
      case of mutilation, upon surrender and cancellation of this Warrant, the
      Company shall execute and deliver to the Holder a new Warrant (in
      accordance with Section 6.4) representing the right to purchase the
      Warrant Shares then underlying this Warrant.
    

    
         6.3  Exchangeable for Multiple Warrant.  This
      Warrant is exchangeable, upon the surrender hereof by the Holder at the
      principal office of the Company, for a new Warrant or Warrants (in
      accordance with Section 6.4) representing in the aggregate the right to
      purchase the number of Warrant Shares then underlying this Warrant, and
      each such new Warrant will represent the right to purchase such portion
      of such Warrant Shares as is designated by the Holder at the time of
      such surrender; provided, however, that no Warrant for fractional shares
      of Common Stock shall be given.
    

    
         6.4  Issuance of New Warrant.  Whenever
      the Company is required to issue a new Warrant pursuant to the terms of
      this Warrant, such new Warrant (i) shall be of like tenor with this
      Warrant, (ii) shall represent, as indicated on the face of such new
      Warrant, the right to purchase the Warrant Shares then underlying this
      Warrant (or in the case of a new Warrant being issued pursuant to
      Section 6.1 or Section 6.3, the Warrant Shares designated by the Holder
      which, when added to the number of shares of Common Stock underlying the
      other new Warrant issued in connection with such issuance, does not
      exceed the number of Warrant Shares then underlying this Warrant), (iii)
      shall have an issuance date, as indicated on the face of such new
      Warrant which is the same as the Issuance Date, and (iv) shall have the
      same rights and conditions as this Warrant.
    

    
      ARTICLE 7
NOTICES

    

    
      Whenever notice is required to be given under this Warrant, unless
      otherwise provided herein, such notice shall be given in accordance with
      Section 6.2 of the Purchase Agreement.  The Company shall provide the
      Holder with prompt written notice of all actions taken pursuant to this
      Warrant, including in reasonable detail a description of such action and
      the reason therefore.  Without limiting the generality of the foregoing,
      the Company will give written notice to the Holder (i) immediately upon
      any adjustment of the Exercise Price, setting forth in reasonable
      detail, and certifying, the calculation of such adjustment and (ii) at
      least ten (10) days prior to the date on which the Company closes its
      books or takes a record (A) with respect to any dividend or distribution
      upon the shares of Common Stock, (B) with respect to any grants,
      issuances or sales of any Options, Convertible Securities or rights to
      purchase stock, warrants, securities or other property to holders of
      shares of Common Stock as such or (C) for determining rights to vote
      with respect to any Fundamental Transaction, dissolution or liquidation,
      provided in each case that such information shall be made known to the
      public prior to or in conjunction with such notice being provided to the
      Holder.
    

    
      
        

        

      

      
        
          11
        

        
          


        

      

      
        

        

      

    

    
      ARTICLE 8
AMENDMENT AND WAIVER

    

    
      Except as otherwise provided herein, the provisions of this Warrant may
      be amended and the Company may take any action herein prohibited, or
      omit to perform any act herein required to be performed by it, only if
      the Company has obtained the written consent of the Required Holders;
      provided that except as set forth in this Warrant no such action may
      increase the exercise price of any Warrant or decrease the number of
      shares or class of stock obtainable upon exercise of any Warrant without
      the written consent of the Holder.  No such amendment shall be effective
      to the extent that it applies to less than all of the holders of this
      Warrant.
    

    
      ARTICLE 9
  GOVERNING LAW

    

    
      This Warrant shall be governed by and construed and enforced in
      accordance with, and all questions concerning the construction,
      validity, interpretation and performance of this Warrant shall be
      governed by, the internal laws of the State of New York, without giving
      effect to any choice of law or conflict of law provision or rule
      (whether of the State of New York or any other jurisdictions) that would
      cause the application of the laws of any jurisdictions other than the
      State of New York.
    

    
      ARTICLE 10
CONSTRUCTION; HEADINGS

    

    
      This Warrant shall be deemed to be jointly drafted by the Company and
      the Holder and shall not be construed against any person as the drafter
      hereof.  The headings of this Warrant are for convenience of reference
      and shall not form part of, or affect the interpretation of, this
      Warrant.
    

    
      ARTICLE 11
 DISPUTE RESOLUTION

    

    
      In the case of a dispute as to the determination of the Exercise Price
      or the arithmetic calculation of the Warrant Shares, the Company shall
      submit the disputed determinations or arithmetic calculations via
      facsimile within three (3) Trading Days of receipt of the Exercise
      Notice giving rise to such dispute, as the case may be, to the
      Holder.  If the Holder and the Company are unable to agree upon such
      determination or calculation of the Exercise Price or the Warrant Shares
      within three (3) Trading Days of such disputed determination or
      arithmetic calculation being submitted to the Holder, then the Company
      shall, within 2 Trading Days submit via facsimile (a) the disputed
      determination of the Exercise Price or arithmetic calculation to an
      independent, reputable investment bank or independent registered public
      accounting firm selected by Holder subject to Company’s approval, which
      may not be unreasonably withheld or delayed, or (b) the disputed
      arithmetic calculation of the Warrant Shares to the Company’s
      independent registered public accounting firm.  The Company shall cause
      at its expense the investment bank or the accountant, as the case may
      be, to perform the determinations or calculations and notify the Company
      and the Holder of the results no later than 3 Trading Days from the time
      it receives the disputed determinations or calculations.  Such
      investment bank’s or accountant’s determination or calculation, as the
      case may be, shall be binding upon all parties absent demonstrable error.
    

    
      
        

        

      

      
        
          12
        

        
          


        

      

      
        

        

      

    

    
      ARTICLE 12
REMEDIES, OTHER OBLIGATIONS, BREACHES
      AND INJUNCTIVE RELIEF

    

    
      The remedies provided in this Warrant shall be cumulative and in
      addition to all other remedies available under this Warrant, at law or
      in equity (including a decree of specific performance and/or other
      injunctive relief), and nothing herein shall limit the right of the
      Holder right to pursue actual damages for any failure by the Company to
      comply with the terms of this Warrant.  The Company acknowledges that a
      breach by it of its obligations hereunder will cause irreparable harm to
      the Holder and that the remedy at law for any such breach may be
      inadequate.  The Company therefore agrees that, in the event of any such
      breach or threatened breach, the holder of this Warrant shall be
      entitled, in addition to all other available remedies, to an injunction
      restraining any breach, without the necessity of showing economic loss
      and without any bond or other security being required.
    

    
      ARTICLE 13
DEFINITIONS

    

    
      For purposes of this Warrant, in addition to the terms defined elsewhere
      herein, the following terms shall have the following meanings:
    

    
        13.1  “Bloomberg” means
      Bloomberg Financial Markets.
    

    
        13.2  “Closing Bid Price” and
      “Closing Sale Price” means, for any security as of any date, the last
      closing bid price and last closing trade price, respectively, for such
      security on the Trading Market, as reported by Bloomberg, or, if the
      Trading Market begins to operate on an extended hours basis and does not
      designate the closing bid price or the closing trade price, as the case
      may be, then the last bid price or last trade price, respectively, of
      such security prior to 4:00 p.m., Eastern time, as reported by
      Bloomberg, or, if the Trading Market is not the principal securities
      exchange or trading market for such security, the last closing bid price
      or last trade price, respectively, of such security on the principal
      securities exchange or trading market where such security is listed or
      traded as reported by Bloomberg, or if the foregoing do not apply, the
      last closing bid price or last trade price, respectively, of such
      security in the over-the-counter market on the electronic bulletin board
      for such security as reported by Bloomberg, or, if no closing bid price
      or last trade price, respectively, is reported for such security by
      Bloomberg, the average of the bid prices, or the ask prices,
      respectively, of any market makers for such security as reported in the
      “pink sheets” by Pink Sheets LLC (formerly the National Quotation
      Bureau, Inc.).  If the Closing Bid Price or the Closing Sale Price
      cannot be calculated for a security on a particular date on any of the
      foregoing bases, the Closing Bid Price or the Closing Sale Price, as the
      case may be, of such security on such date shall be the fair market
      value as mutually determined by the Company and Holder.  If the Company
      and Holder are unable to agree upon the fair market value of such
      security, then such dispute shall be resolved pursuant to ARTICLE
      11.  All such determinations to be appropriately adjusted for any stock
      dividend, stock split, stock combination or other similar transaction
      during the applicable calculation period.
    

    
      
        

        

      

      
        
          13
        

        
          


        

      

      
        

        

      

    

    
        13.3  “Common Stock” means (i)
      the Company’s shares of Common Stock, par value $0.0001 per share, and
      (ii) any share capital into which such Common Stock shall have been
      changed or any share capital resulting from a reclassification of such
      Common Stock.
    

    
        13.4  “Common Stock Deemed
      Outstanding” means, at any given time, the number of shares of
      Common Stock actually outstanding at such time, plus the number of
      shares of Common Stock deemed to be outstanding pursuant to Section 3.1
      hereof regardless of whether the Options or Convertible Securities are
      actually exercisable at such time, but excluding any shares of Common
      Stock owned or held by or for the account of the Company or issuable
      upon exercise of this Warrant.
    

    
        13.5  “Common Stock Equivalents”
      means any securities of the Company or the Subsidiaries which would
      entitle the holder thereof to acquire at any time Common Stock,
      including, without limitation, any debt, preferred stock, rights,
      options, warrants or other instrument that is at any time convertible
      into or exercisable or exchangeable for, or otherwise entitles the
      holder thereof to receive, Common Stock.
    

    
        13.6  “Convertible Securities”
      means any stock or securities (other than Options) directly or
      indirectly convertible into or exercisable or exchangeable for shares of
      Common Stock.
    

    
        13.7  “DWAC Shares” means all
      Warrant Shares issued or issuable to Holder or any Affiliate, successor
      or assign of Holder pursuant to this Warrant, all of which shall be (a)
      issued in electronic form, (b) freely tradable and without restriction
      on resale, and (c) timely credited by Company to the specified
      Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast
      Automated Securities Transfer (FAST) Program or any similar program
      hereafter adopted by DTC performing substantially the same function, in
      accordance with instructions issued to and countersigned by the Transfer
      Agent of the Company.
    

    
        13.8  “Eligible Market” means
      the Trading Market, The New York Stock Exchange, Inc., The NASDAQ Global
      Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, the
      NYSE Amex or the OTC Bulletin Board, but does not include the Pink
      Sheets.
    

    
        13.9  “Exempt Issuance” means
      the issuance of (a) shares of Common Stock or options to employees,
      officers, or directors of the Company pursuant to any stock or option
      plan duly adopted for such purpose, by a majority of the non-employee
      members of the Board of Directors or a majority of the members of a
      committee of non-employee directors established for such purpose, (b)
      securities upon the exercise or exchange of or conversion of any
      Securities issued hereunder and/or other securities exercisable or
      exchangeable for or convertible into shares of Common Stock issued and
      outstanding on the date of this Agreement, provided that such securities
      have not been amended since the date of this Agreement to increase the
      number of such securities or to decrease the exercise price, exchange
      price or conversion price of such securities (except as a result of
      anti-dilution provisions therein), and (c) securities issued pursuant to
      acquisitions or strategic transactions approved by a majority of the
      disinterested directors of the Company, provided that any such issuance
      shall only be to a Person (or to the equity holders of a Person) which
      is, itself or through its subsidiaries, an operating company or an asset
      in a business synergistic with the business of the Company and shall
      provide to the Company additional benefits in addition to the investment
      of funds, but shall not include a transaction in which the Company is
      issuing securities primarily for the purpose of raising capital or to an
      entity whose primary business is investing in securities.
    

    
      
        

        

      

      
        
          14
        

        
          


        

      

      
        

        

      

    

    
      13.10  “Fundamental Transaction” has the
      meaning set forth in the Purchase Agreement.
    

    
      13.11  “Maximum Placement” has the meaning
      set forth in the Purchase Agreement.
    

    
      13.12  “Options” means any rights,
      warrants or options to subscribe for or purchase shares of Common Stock
      or Convertible Securities.
    

    
      13.13  “Parent Entity” of a Person means
      an entity that, directly or indirectly, controls the applicable Person
      and whose common stock or equivalent equity security is quoted or listed
      on an Eligible Market, or, if there is more than one such Person or
      Parent Entity, the Person or Parent Entity with the largest public
      market capitalization as of the date of consummation of the Fundamental
      Transaction.
    

    
      13.14  “Person” means an individual, a
      limited liability company, a partnership, a joint venture, a
      corporation, a trust, an unincorporated organization, any other entity
      and a government or any department or agency thereof.
    

    
      13.15  “Public Successor Entity” means a
      Successor Entity that is a publicly traded corporation whose stock is
      quoted or listed for trading on an Eligible Market.
    

    
      13.16  “Required Holders” means the
      Holders of this Warrant representing at least a majority of shares of
      Common Stock underlying this Warrant as then outstanding.
    

    
      13.17  “Successor Entity” means the Person
      (or, if so elected by the Required Holders, the Parent Entity) formed
      by, resulting from or surviving any Fundamental Transaction or the
      Person (or, if so elected by the Required Holders, the Parent Entity)
      with which such Fundamental Transaction shall have been entered into.
    

    
      
        

        

      

      
        
          15
        

        
          


        

      

      
        

        

      

    

    

    

    
      13.18  “Trading Day” means any day on
      which the Common Stock is traded on an Eligible Market; provided that it
      shall not include any day on which the Common Stock (a) is suspended
      from trading, or (b) is scheduled to trade on such exchange or market
      for less than 5 hours.
    

    
      13.19  “Trading Market” means the OTC
      Bulletin Board, the NASDAQ Capital Market, the NASDAQ Global Market, the
      NASDAQ Global Select Market, the NYSE Amex, or the New York Stock
      Exchange, whichever is at the time the principal trading exchange or
      market for the Common Stock, but does not include the Pink Sheets
      inter-dealer electronic quotation and trading system.
    

    
      13.20  “Tranche Closing Date” has the
      meaning set forth in the Purchase Agreement.
    

    
      13.21  “Tranche Notice” has the meaning
      set forth in the Purchase Agreement.
    

    
      13.22  “Tranche Notice Date” has the
      meaning set forth in the Purchase Agreement.
    

    
      13.23  “Tranche Purchase Price” has the
      meaning set forth in the Purchase Agreement.
    

    
      
        

        

      

      
        
          16
        

        
          


        

      

      
        

        

      

    

    

    

    
      IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase
      Common Stock to be duly executed as of the Issuance Date set out above.
    

    

    

    
    	
           
        	
           
        	
          
            PURESPECTRUM, INC.
          

        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	
          
            By:/Lee Vanatta/
          

        	

        
	

        	

        	
          
            Name: Lee Vanatta
          

        	

        
	

        	

        	
          
            Title:  President and CEO
          

        	

        


    

    
      17