NEITHER
      THE
      WARRANTS
      REPRESENTED BY THIS CERTIFICATE NOR
      THE SHARES OF COMMON STOCK HAVE
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“1933
      ACT”),
      OR ANY STATE SECURITIES
      LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
      PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
      WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT,
      OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
      ACT
      AND ANY APPLICABLE STATE SECURITIES LAWS
      AND THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE
      COMPANY AS TO SUCH EXEMPTION.

    


    IN
      ADDITION, A SECURITIES PURCHASE AGREEMENT DATED AS OF JULY
      20, 2006
      (THE “PURCHASE AGREEMENT”), A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT
      ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN
      THE PARTIES WITH RESPECT TO THIS WARRANT.

     

    
      
        

      

    

    


    JORDAN
      1 HOLDINGS COMPANY

    


    COMMON
      STOCK PURCHASE WARRANT “A”

    


    
      	
              Number
                of Shares: 

            	
              Holder:


            


    

     

    Original
      Issue Date: July 20, 2006    

    


    Expiration
      Date: July 20, 2011    

    Exercise
      Price per Share: $.35    

    


    Jordan
      1
      Holdings Company, a Delaware corporation (the “Company”),
      hereby certifies that, for value received, _________,
      or
      registered assigns (the “Warrant
      Holder”),
      is
      entitled, subject to the terms set forth below, to purchase from the Company
      up
      to nine
      million six hundred twenty four thousand three hundred sixty nine
      (9,624,369)
      shares
      (as adjusted from time to time as provided in Section 7 of this Warrant, the
      “Warrant
      Shares”)
      of
      common stock, $.001 par value (the “Common
      Stock”),
      of
      the Company at a price of thirty five cents ($.35) per Warrant Share (as
      adjusted from time to time as provided in Section 7, the “Exercise
      Price”),
      at
      any time and from time to time from and after the date thereof and through
      and
      including 5:00 p.m. New York City time on July
      20,
      2011
      (the
“Expiration Date”), and subject to the following terms and
      conditions:

     

    1. Registration
      of Warrant.
      The
      Company shall register this Warrant upon records to be maintained by the Company
      for that purpose (the “Warrant
      Register”),
      in
      the name of the record Warrant Holder hereof from time to time. The Company
      may
      deem and treat the registered Warrant Holder of this Warrant as the absolute
      owner hereof for the purpose of any exercise hereof or any distribution to
      the
      Warrant Holder, and for all other purposes, and the Company shall not be
      affected by notice to the contrary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2. Investment
      Representation.
      The
      Warrant Holder by accepting this Warrant represents that the Warrant Holder
      is
      acquiring this Warrant for its own account or the account of an affiliate
that
      is
      an accredited investor which has been identified to and approved by (such
      approval not to be unreasonably withheld or delayed) for
      investment purposes and not with the view to any offering or distribution and
      that the Warrant Holder will not sell or otherwise dispose of this Warrant
      or
      the underlying Warrant Shares in violation of applicable securities laws. The
      Warrant Holder acknowledges that the certificates representing any Warrant
      Shares will bear a legend indicating that they have not been registered under
      the 1933
      Act,
      and may
      not be sold by the Warrant Holder except pursuant to an effective registration
      statement or pursuant to an exemption from registration requirements of the
      1933
      Act and in accordance with federal and state securities laws. If this Warrant
      was acquired by the Warrant Holder pursuant to the exemption from the
      registration requirements of the 1933 Act afforded by Regulation S thereunder,
      the Warrant Holder acknowledges and covenants that this Warrant may not be
      exercised by or on behalf of a Person during the one year distribution
      compliance period (as defined in Regulation S) following the date hereof.
“Person”
      means an
      individual, partnership, firm, limited liability company, trust, joint venture,
      association, corporation, or any other legal entity.

     

    3. Validity
      of Warrant and Issue of Shares.
      The
      Company represents and warrants that this Warrant has been duly authorized
      and
      validly issued and warrants and agrees that all of Common Stock that may be
      issued upon the exercise of the rights represented by this Warrant will, when
      issued upon such exercise, be duly authorized, validly issued, fully paid and
      nonassessable and free from all taxes, liens and charges with respect to the
      issue thereof
      other
      than those incurred by the Holder.
      The
      Company further warrants and agrees that during the Exercise
      Period,
      the
      Company will at all times have authorized and reserved a sufficient number
      of
      Common Stock to provide for the exercise of the rights represented by this
      Warrant.

     

    4. Registration
      of Transfers and Exchange of Warrants.

     

    (a) Subject
      to compliance with the federal
      and state securities laws,
      the
      Company shall register the transfer of any portion of this Warrant in the
      Warrant Register, upon surrender of this Warrant with the Form of Assignment
      attached hereto duly completed and signed, to the Company at the office
      specified in or pursuant to Section 12. Upon any such registration or transfer,
      a new warrant to purchase Common Stock, in substantially the form of this
      Warrant (any such new warrant, a “New
      Warrant”),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Warrant Holder.
      The acceptance of the New Warrant by the transferee thereof shall be deemed
      the
      acceptance of such transferee of all of the rights and obligations of a Warrant
      Holder of a Warrant.

     

    (b) This
      Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to
      the
      office of the Company specified in or pursuant to Section 9 for one or more
      New
      Warrants, evidencing in the aggregate the right to purchase the number of
      Warrant Shares which may then be purchased hereunder. Any such New Warrant
      will
      be dated the date of such exchange.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    
      	 	
              5.

            	
              Exercise
                of Warrants.

            


    

     

    (a) Upon
      surrender of this Warrant with the Form of Election to Purchase attached hereto
      duly completed and signed to the Company, at its address set forth in Section
      12, and upon payment and delivery of the Exercise Price per Warrant Share
      multiplied by the number of Warrant Shares that the Warrant Holder intends
      to
      purchase hereunder, in lawful money of the United States of America,
by
      wire
      transfer
      or by
      certified or official bank check or checks, to the Company, all as specified
      by
      the Warrant Holder in the Form of Election to Purchase, the Company shall
      promptly (but in no event later than 7 business days after the Date of Exercise
      (as defined herein)) issue or cause to be issued and cause to be delivered
      to or
      upon the written order of the Warrant Holder and in such name or names as the
      Warrant Holder may designate (subject to the restrictions on transfer described
      in the legend set forth on the face of this Warrant), a certificate for the
      Warrant Shares issuable upon such exercise, with such restrictive legend as
      required by the 1933 Act. Any person so designated by the Warrant Holder to
      receive Warrant Shares shall be deemed to have become holder of record of such
      Warrant Shares as of the Date of Exercise of this Warrant.

     

    (b) A
“Date
      of Exercise” means the date on which the Company shall have received (i) this
      Warrant (or any New Warrant, as applicable), with the Form of Election to
      Purchase attached hereto (or attached to such New Warrant) appropriately
      completed and duly signed, and (ii) payment of the Exercise Price for the number
      of Warrant Shares so indicated by the Warrant Holder to be
      purchased.

     

    (c) This
      Warrant shall be exercisable at any time and from time to time
      during
      the Exercise Period
      for such
      number of Warrant Shares as is indicated in the attached Form of Election To
      Purchase. If less than all of the Warrant Shares which may be purchased under
      this Warrant are exercised at any time, the Company shall issue or cause to
      be
      issued, at its expense, a New Warrant evidencing the right to purchase the
      remaining number of Warrant Shares for which no exercise has been evidenced
      by
      this Warrant.

     

    (d) (i) Notwithstanding
      anything contained herein to the contrary,
      but
      subject to
      Section
      5(e) and
      Section
      6, the holder of this Warrant may, at its election exercised 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 = (A x (B - C))/B

     

    (ii) For
      purposes of the foregoing formula:

     

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

     

    B=
      the
      last reported sale price (as reported by Bloomberg) of the Common Stock on
      the
      trading day immediately preceding the date of the Exercise Notice.

     

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

     

     

    (e) The
      holder of this Warrant may
      not
make
      a
      Cashless Exercise (i)
      during the twelve (12) months following the Original Issue Date and (ii)
      thereafter if the sale by the Holder of the Warrant Shares is covered
      by
      an
      effective registration statement.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    6. Maximum
      Exercise.
      The
      Warrant Holder shall not be entitled to exercise this Warrant
      on a Date of Exercise in connection with that number of shares of Common Stock
      which would be in excess of the sum of (i) the number of shares of Common Stock
      beneficially owned by the Warrant Holder and its affiliates on the
      Date
      of Exercise,
      and
      (ii) the number of shares of Common Stock issuable upon the exercise of this
      Warrant with respect to which the determination of this limitation is being
      made
      on an Date
      of
      Exercise,
      which
      would result in beneficial ownership by the Warrant Holder and its affiliates
      of
      more than 4.9% of the outstanding shares of Common Stock on such date. This
      Section 6 may be not be waived or amended. As used in this Warrant, beneficial
      ownership shall be determined in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.

     

    7. Adjustment
      of Exercise Price and Number of Shares.
      The
      character of the shares of stock or other securities at the time issuable upon
      exercise of this Warrant and the Exercise Price therefore, are subject to
      adjustment upon the occurrence of the following events, and all such adjustments
      shall be cumulative:

     

    (a) Adjustment
      for Stock Splits, Stock Dividends, Recapitalizations, Etc.
      The
      Exercise Price of this Warrant and the number of shares of Common Stock or
      other
      securities at the time issuable upon exercise of this Warrant shall be
      appropriately adjusted to reflect any stock dividend, stock split, stock
      distribution, combination
      of shares,
      reverse
      split,
      reclassification, recapitalization or other similar event affecting the number
      of outstanding shares of stock or securities.

     

    (b) Adjustment
      for Reorganization, Consolidation, Merger, Etc.
      In case
      of any consolidation or merger of the Company with or into any other
      corporation, entity or person, or any other corporate reorganization, in which
      the Company shall not be the continuing or surviving entity of such
      consolidation, merger or reorganization (any such transaction being hereinafter
      referred to as a “Reorganization”),
      then, in
      each case, the holder of this Warrant, on exercise hereof at any time after
      the
      consummation or effective date of such Reorganization (the “Effective
      Date”),
      shall
      receive, in lieu of the shares of stock or other securities at any time issuable
      upon the exercise of the Warrant issuable on such exercise prior to the
      Effective Date, the stock and other securities and property (including cash)
      to
      which such holder would have been entitled upon the Effective Date if such
      holder had exercised this Warrant immediately prior thereto (all subject to
      further adjustment as provided in this Warrant).

     

    (c) Certificate
      as to Adjustments.
      In case
      of any adjustment or readjustment in the price or kind of securities issuable
      on
      the exercise of this Warrant, the Company will promptly give written notice
      thereof to the holder of this Warrant in the form of a certificate, certified
      and confirmed by the Board of Directors of the Company, setting forth such
      adjustment or readjustment and showing in reasonable detail the facts upon
      which
      such adjustment or readjustment is based.

     

    (d) Sales
      of Common Stock at less than the Exercise Price. From
      the
      date hereof until such time as the holder of this warrant holds no Securities,
      as defined in the Purchase Agreement, except for (i) Exempt Issuances, as
      defined in the Purchase Agreement, (ii) issuances
      covered by Sections 7(a), 7(b) and 7(e) hereof or (iii) an issuance of Common
      Stock upon exercise or upon conversion of warrants, options or other convertible
      securities for which an adjustment has already been made pursuant to this
      Section 7,
      as to
      all of which this Section 7(d) does not apply, if the Company closes on the
      sale
      or issuance of Common Stock at a price, or warrants, options, convertible debt
      or equity securities with a exercise price per share or exercise price per
      share
      which is less than the Exercise Price then in effect (such lower sales price,
      conversion or exercise price, as the case may be, being referred to as the
      “Lower Price”), the Exercise Price in effect from and after the date of such
      transaction shall be is reduced to the Lower Price. For purpose of determining
      the exercise price of warrants, the price, if any, paid per share for the
      warrants shall be added to the exercise price of the warrants. 

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (e) Price
      Adjustments
      Based on Pre-Tax Income
      Per Share.
      

     

    
      	 	
              i.

            	
              In
                the event the Company’s consolidated Pre-Tax Income for the year ended
                December 31, 2006 is less than $.034 per share on a fully-diluted
                basis,
                then the Exercise Price shall be reduced by the percentage shortfall,
                up
                to a maximum of 35%. Thus, if Pre-Tax Income for the year ended December
                31, 2006 is $.0289 per share on a fully-diluted basis, the Exercise
                Price
                shall be reduced by 15%. Such reduction shall be made at the time
                the
                Company files its Form 10-KSB for the year ended December 31, 2006,
                and
                shall apply to the Note and all shares of the Series A Preferred
                Stock, as
                the case may be, which are outstanding on the date the Form 10-KSB
                is
                filed, or, if not filed on time, on the date that filing was
                required.

            


    

     

    
      	 	
              ii.

            	
              In
                the event the Company’s consolidated Pre-Tax Income for the year ended
                December 31, 2007 is less than $.051 per share on a fully-diluted
                basis,
                then the Exercise Price then in effect shall be reduced by the percentage
                shortfall, up to a maximum of 35%. Thus, if Pre-Tax Income for the
                year
                ended December 31, 2007 is $.04335 per share on a fully-diluted basis,
                the
                Exercise Price shall be reduced by 15%. Such reduction shall be made
                at
                the time the Company files its Form 10-KSB for the year ended December
                31,
                2007, and shall apply to the Note and all shares of the Series A
                Preferred
                Stock, as the case may be, which are outstanding on the date the
                Form
                10-KSB is filed, or, if not filed on time, on the date that filing
                was
                required.

            


    

     

    
      	 	
              iii.

            	
              For
                purpose of determining Pre-Tax Income Per Share on a fully-diluted
                basis,
                all shares of Common Stock issuable upon conversion of convertible
                securities and upon exercise of warrants and options shall be deemed
                to be
                outstanding, regardless of whether (i) such shares are treated as
                outstanding for determining diluted earnings per share under GAAP,
                (ii)
                such securities are “in the money,” or (iii) such shares may be issued as
                a result of the 4.9% Limitation.

            


    

     

    
      	 	
              iv.

            	
              An
                adjustment pursuant to Sections 7(d) or 7(e) of this Warrant shall
                not
                affect the number of shares of Common Stock issuable upon exercise
                of this
                Warrant.

            


    

     

    8. Fractional
      Shares.
      The
      Company shall not be required to issue or cause to be issued fractional Warrant
      Shares on the exercise of this Warrant. The number of full Warrant Shares that
      shall be issuable upon the exercise of this Warrant shall be computed on the
      basis of the aggregate number of Warrants Shares purchasable on exercise of
      this
      Warrant so presented. If any fraction of a Warrant Share would, except for
      the
      provisions of this Section 8, be issuable on the exercise of this Warrant,
      the
      Company shall, at its option, (i) pay an amount in cash equal to the Exercise
      Price multiplied by such fraction or (ii) round the number of Warrant Shares
      issuable, up to the next whole number.

     

    9. Sale
      or Merger of the Company.
      Upon
      a
Merger
      Transaction,
      the
      restriction contained in Section 6 shall immediately be released and the Warrant
      Holder will have the right to exercise this Warrant concurrently with such
      Merger
      Transaction.
      For
      purposes of this Warrant, the term “Merger
      Transaction”
shall
      mean a consolidation or merger of the Company into
      another company or entity in which the Company is not the surviving entity
      or
      the sale of all or substantially all of the assets of the Company to another
      company or entity not controlled by the then existing stockholders of the
      Company.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    10. Notice
      of Intent to Sell or Merge the Company.
      The
      Company will give Warrant Holder ten (10) business days notice before
any
      Merger Transaction.

     

    11. Issuance
      of Substitute Warrant.
      In the
      event of a merger, consolidation, recapitalization or reorganization of the
      Company or a reclassification of Company shares of stock, which results in
      an
      adjustment to the number of shares subject to this Warrant and/or the Exercise
      Price hereunder, the Company agrees to issue to the Warrant Holder a substitute
      Warrant reflecting the adjusted number of shares and/or Exercise Price upon
      the
      surrender of this Warrant to the Company.
      However,
      in the event that the Company does not issue a substitute warrant, the number
      and class of Warrant Shares or other securities and the Exercise Price shall
      be
      adjusted as provided in this Warrant, and this Warrant shall relate the adjusted
      number of Warrant Shares and Exercise Price.

     

    12. Notice.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been given (i) on the date they are delivered if delivered in
      person; (ii) on the date initially received if delivered by facsimile
      transmission followed by registered or certified mail confirmation; (iii) on
      the
      date delivered by an overnight courier service; or (iv) on the date
      of
      delivery
      after it
      is mailed by registered or certified mail, return receipt requested with postage
      and other fees prepaid as follows:

     

    If
      to
      the Company:

     

    


    


    


    


    With
      a
      copy to:

     

    Sichenzia
      Ross Friedman Ference LLP

    1065
      Avenue of the Americas

    New
      York,
      New York 10018

    Attention:
      Darrin Ocasio, Esq.

    Facsimile
      No.: (212) 930-9725

    e-mail:
      dmocasio@srff.com 

    


    If
      to
      the Warrant Holder:

     

    at
      the
      address or telecopier number and to the attention of the person shown on the
      Company’s warrant register.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    13. Miscellaneous.

     

    (a) This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and permitted assigns. This Warrant may be amended
      only by a writing signed by the Company and the Warrant Holder.

     

    (b) Nothing
      in this Warrant shall be construed to give to any person or corporation other
      than the Company and the Warrant Holder any legal or equitable right, remedy
      or
      cause of action under this Warrant; this Warrant shall be for the sole and
      exclusive benefit of the Company and the Warrant Holder.

     

    (c) This
      Warrant shall be governed by, construed and enforced in accordance with the
      internal laws of the State of New York without regard to the principles of
      conflicts of law thereof.

     

    (d) The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    (e) In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonably
      substitute therefore, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.

     

    (f) The
      Warrant Holder shall not, by virtue hereof, be entitled to any voting or other
      rights of a stockholder of the Company, either at law or equity, and the rights
      of the Warrant Holder are limited to those expressed in this
      Warrant.

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      the
      authorized officer as of the date first above stated.

     

    
      	 	 	 
	Date:
              July 20, 2006 	JORDAN
              1 HOLDINGS
              COMPANY
	 
 	 
 	 
 
	Date: 	By:  	/s/ Robert
              P.
              Moyer
	 	
              
Robert
              Moyer,
              Chief Executive Officer
	 	 




    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    FORM
      OF ELECTION TO PURCHASE

    


    (To
      be
      executed by the Warrant Holder to exercise the right to purchase shares of
      Common Stock under the foregoing Warrant)

    


    To:
      Jordan
      1 Holdings Company:

    


    In
      accordance with the Warrant enclosed with this Form of Election to Purchase,
      the
      undersigned hereby irrevocably elects to purchase ______________ shares of
      Common Stock (“Common Stock”), $.001 par value, of Jordan 1 Holdings Company and
      encloses the warrant and $____ for each Warrant Share being purchased or an
      aggregate of $________________ in cash or certified or official bank check
      or
      checks, which sum represents the aggregate Exercise Price (as defined in the
      Warrant) together with any applicable taxes payable by the undersigned pursuant
      to the Warrant.

    


    The
      undersigned requests that certificates for the shares of Common Stock issuable
      upon this exercise be issued in the name of:

     

    
      	  	 
	  	 
	  	 
	
               
(Please
                print name and
                address)

            	 
	  	 
	
               
(Please
                insert Social Security or Tax
                Identification Number)

            	 


    

     

    If
      the
      number of shares of Common Stock issuable upon this exercise shall not be all
      of
      the shares of Common Stock which the undersigned is entitled to purchase in
      accordance with the enclosed Warrant, the undersigned requests that a New
      Warrant (as defined in the Warrant) evidencing the right to purchase the shares
      of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
      in the name of and delivered to:

    


     

    
      	 
              	 
	 
              	 
	 
              	 
	(Please print name and
              address)	 
	 
              	 


    

    
      	
              Dated:

            	 	
              Name
                of Warrant Holder:

            	 


    

     

    
      	 	
              (Print)


            	  
	 	
              (By:)


            	  
	 	 	 
	 	
              (Name:)


            	  
	 	
              (Title:)

            	  
	 	 	 
	 	
              Signature
                must conform in all respects to name of

              Warrant
                Holder as specified on the face of the

              Warrant

            


    

    


    
      
        
        

      

      
        -8-