Exhibit 10.3


    Exhibit
      10.3

     

    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
      OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
      HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL
      HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
      IS
      AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

     

    AN
      INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST
      RELY
      ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS INVOLVED.
      

    


    This
      Warrant Will Be Void After 5:00 PM C.S.T. On July 20, 2009

    


    WARRANT
      CERTIFICATE

    


    To
      Purchase 100,000 Shares Of Common Stock Of

    


    FINDEX.COM,
      INC.

    


    -
      A Nevada Corporation -

    


    This
      is
      to certify that, for value received, W. Sam Chandoha (the “Holder”) is entitled
      to purchase, subject to the provisions of this Warrant Certificate, from
      Findex.com, Inc. a Nevada corporation (the “Company”), at any time up to 5:00 PM
      C.S.T. on July 20, 2009, up to an aggregate of one hundred thousand (100,000)
      shares of the Company’s common stock, par value $0.001 per share, (the “Common
      Stock”) at a purchase price per share of 07/100 cents (USD$0.07) in currency of
      the United States of America. The number of shares of Common Stock to be
      received upon the exercise of the warrant reflected by this Warrant Certificate
      (the “Warrant”) and the exercise price to be paid for each share of Common Stock
      purchased pursuant to this Warrant may be adjusted from time to time as
      hereinafter set forth. The shares of the Common Stock deliverable upon such
      exercise are hereinafter sometimes referred to as “Warrant Shares,” and the
      exercise price of a share of Common Stock in effect at any time and as adjusted
      from time to time is hereinafter sometimes referred to as the “Exercise Price.”


     

        1. Exercise
      of Warrant.
      This
      Warrant may be exercised in whole or in part at any time, and from time to
      time,
      up to 5:00 PM C.S.T. on July 20, 2009. If the date on which the Holder’s right
      to purchase Common Stock expires is a day on which national banks in the United
      States of America are authorized by law to close, then that right shall expire
      on the next succeeding day that is not such a day. The Holder shall exercise
      all
      rights to purchase Common Stock by presenting and surrendering this Warrant
      Certificate to the
      Company at its principal office,
      located
      at 11204 Davenport Street, Suite 100, Omaha, Nebraska, 68154, together with
      a
      Warrant Exercise Form (in the form annexed hereto) duly executed and accompanied
      by payment of the Exercise Price for the number of shares specified in such
      form. If the Warrant should be exercised in part only, the Company shall, upon
      surrender of this Warrant Certificate for cancellation, execute and deliver
      a
      new Warrant Certificate evidencing the right of the Holder to purchase the
      balance of the shares purchasable hereunder. Upon receipt by the Company of
      a
      Warrant Exercise Form (in the form annexed hereto) duly executed and accompanied
      by payment of the Exercise Price for the number of shares specified in such
      form, the Holder shall be deemed to be the holder of record of that number
      shares of Common Stock issuable upon such exercise, notwithstanding that
      certificates representing such shares of Common Stock shall not actually have
      been delivered to the Holder. As soon as practicable after each exercise of
      the
      Warrant, if any, the Company will deliver the shares issuable upon such exercise
      to the Holder in accordance with the terms of this Warrant
      Certificate.

     

        2.
       Issuance
      and Delivery of Shares.
      The
      Company hereby represents, warrants and agrees that at all times there shall
      be
      reserved for authorized issuance the number of shares of Common Stock as shall
      be required for issuance or delivery upon exercise of the Warrant. 

     

        3.
       Fractional
      Shares.
      No
      fractional shares or script representing fractional shares shall be issued
      upon
      the exercise of this Warrant. With respect to any fraction of a share called
      for
      upon any exercise hereof, the Company shall pay to the Holder an amount in
      cash
      equal to such fraction multiplied by the current market value of such fractional
      share, determined as follows:

     

            (a) If
      the
      Common Stock is listed on a national securities exchange or admitted to unlisted
      trading privileges on such exchange, the current value shall be the last
      reported sales price of the Common Stock on such exchange on the last business
      day prior to the date of exercise of the Warrant, or if no such sale is made
      on
      such day, the average of the closing bid and asked prices for such day on such
      exchange; or

     

            (b) If
      the
      Common Stock is not so listed or admitted to unlisted trading privileges, the
      current value shall be the mean of the last reported bid and asked prices
      reported by the National Association of Securities Dealers Automated Quotation
      System (“NASDAQ”), or if not so quoted on NASDAQ then by the the OTC Bulletin
      Board, or, if applicable, the Pink Sheets, on the last business day prior to
      the
      date of the exercise of the Warrant; or

     

            (c) If
      the
      Common Stock is not so listed or admitted to unlisted trading privileges and
      bid
      and asked prices are not so reported, the current value shall be the value
      determined in such reasonable manner as may be prescribed by the Company’s board
      of directors.

     

        4. Transfer,
      Assignment or Loss of Warrant Certificate.

     

            (a) Subject
      to the restrictions set forth in this Section 4, the Holder may assign this
      Warrant, in whole or in part, or any interest herein.
      This
      Warrant and the Warrant Shares have not been filed or registered with the United
      States Securities and Exchange Commission or with the securities regulatory
      authority of any state. This Warrant and the Warrant Shares are subject to
      restrictions imposed by federal and state securities laws and regulations on
      transferability and resale and may not be transferred assigned or resold except
      as permitted under the Securities Act of 1933, as amended (the “Securities Act”)
      and the applicable state securities laws (the “Blue Sky Laws”), pursuant to
      registration thereunder or exemption therefrom. Upon receipt by the Company
      of
an
      opinion of counsel satisfactory to the Company and its counsel stating that
      such
      transfer does not violate the Securities Act or the Blue Sky Laws,
      the
      Company will, at the request of the Holder, upon presentation and surrender
      hereof to the Company or at the office of its stock transfer agent, if any,
      exchange this Warrant Certificate for one or more Warrant Certificates, in
      such
      denominations as the Holder shall specify, registered in such name or names
      as
      the Holder shall designate. If, at the time of such transfer or assignment,
      the
      Warrant has not been registered under the Securities Act, then each such
      transferee and assignee shall furnish the Company with evidence satisfactory
      to
      it that such transferee or assignee is acquiring such Warrant for his, her
      or
      its own account, for investment purposes and not with a view towards a
      distribution thereof or of the Warrant Shares issuable upon its exercise. The
      term “Warrant,” as used herein, includes any Warrants issued in substitution for
      or replacement of this Warrant, or into which this Warrant may be divided or
      exchanged.

     

            (b) Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Warrant Certificate and in the case of loss,
      theft or destruction, of reasonably satisfactory indemnification, and upon
      surrender and cancellation of this Warrant Certificate in the case of
      mutilation, the Company will execute and deliver a new Warrant Certificate
      of
      like tenor and date. 

     

            (c)
      The Company may
      cause any legend required under the Securities Act and applicable Blue Sky
      laws,
      or advisable in the opinion of its legal counsel, to be set forth on each
      Warrant Certificate.

     

        5.  Investment
      Representations

     

    The
      Holder hereby represents and warrants to the Company as follows:

     

            (a)
Holder
      is
      experienced in evaluating and investing in companies such as the Company and
      is
      an “accredited investor” as such term is defined in Rule 501 under the
      Securities Act.

     

            (b) Holder
      is
      acquiring the Warrant (and will acquire the Warrant Shares if this Warrant
      is
      exercised) for investment only, for his own account and not with a view to,
      or
      for resale in connection with, any distribution thereof, in violation of the
      Securities Act. Holder understands that the Warrant (and any Warrant Shares)
      to
      be purchased have not been registered under the Securities Act by reason of
      a
      specific exemption from the registration provisions of the Securities Act which
      depends upon, among other things, the bona
      fide
      nature
      of the investment intent as expressed herein.

     

        6. Rights
      of the Holder.
      The
      Holder shall not, by virtue of its status as a holder of this Warrant, be
      entitled to any rights of a shareholder in the Company, either at law or equity
      and the rights of the Holder as the holder of this Warrant are limited to those
      expressed in this Warrant Certificate.

     

        7. Notices
      to Warrantholders.
      So long
      as this Warrant shall remain outstanding and any portion of it shall be
      unexercised, (i) if the Company shall pay any dividend or make any distribution
      upon the Common Stock or (ii) if the Company shall offer to the holders of
      Common Stock for subscription or purchase by them any shares of stock of any
      class or any other rights or (iii) if any capital reorganization of the Company,
      reclassification of the Company’s capital stock, consolidation or merger of the
      Company with or into another corporation, sale, lease or transfer of all or
      substantially all of the Company’s property and assets to another corporation,
      or voluntary or involuntary dissolution, liquidation or winding up of the
      Company shall be effected, then in any such case, the Company shall cause to
      be
      delivered to the Holder, at least ten (10) days prior to the date specified
      in
      (x) or (y) below, as the case may be, a notice containing a brief description
      of
      the proposed action and stating the date on which (x) a record is to be taken
      for the purpose of such dividend, distribution or rights, or (y) such
      reclassification, reorganization, consolidation, merger, conveyance, lease,
      dissolution, liquidation or winding up is to take place and the date, if any
      is
      to be fixed, as of which the holders of record of Common Stock shall be entitled
      to exchange their shares of Common Stock for securities or other property
      deliverable upon such reclassification, reorganization, consolidation, merger,
      conveyance, dissolution, liquidation or winding up.

     

        8. Reclassification,
      Reorganization or Merger.
      In case
      of any reclassification, capital reorganization or other change of outstanding
      shares of Common Stock of the Company (other than a change in par value, or
      from
      par value to no par value, or from no par value to par value, or as a result
      of
      an issuance of Common Stock by way of dividend or other distribution or of
      a
      subdivision or combination), or in case of any consolidation or merger of the
      Company with or into another corporation (other than a merger with a subsidiary
      in which merger the Company is the continuing corporation and which does not
      result in any reclassification, capital reorganization or other change of
      outstanding shares of Common Stock of the class issuable upon exercise of this
      Warrant) or in case of any sale or conveyance to another corporation of the
      property of the Company as an entirety or substantially as an entirety, the
      Company shall cause effective provision to be made so that the Holder shall
      have
      the right thereafter, by exercising this Warrant, to purchase the kind and
      amount of shares of stock and other securities and property receivable upon
      such
      classification, capital reorganization or other change, consolidation, merger,
      sale or conveyance. Any such provision shall include provision for adjustments
      which shall be as nearly equivalent as may be practicable to the adjustments
      provided for in this Warrant. The foregoing provisions of this Section 8 shall
      similarly apply to successive reclassifications, capital reorganizations and
      changes of shares of Common Stock and to successive consolidations, mergers,
      sales or conveyances. 

     

        9. Spin-Offs.
      In the
      event the Company spins-off a subsidiary by distributing to the Company’s
      stockholders as a dividend or otherwise the stock of the subsidiary, the Company
      shall reserve for the life of the Warrant shares of the subsidiary to be
      delivered to the Holders of the Warrants upon exercise to the same extent as
      if
      they were owners of record of the Warrant Shares on the record date for payment
      of the shares of the subsidiary.

     

        10. Miscellaneous.
      

     

            (a) All
      notices given under this Warrant shall be in writing, addressed to the parties
      as set forth below and shall be effective on the earliest of (i) the date
      received, or (ii) if given by facsimile transmittal on the date given if
      transmitted before 5:00 p.m. the recipients time, otherwise it is effective
      the
      next day, or (iii) on the second business day after delivery to a major
      international air delivery or air courier service (e.g.
      Federal
      Express, Airborne Express, DHL, or UPS Overnight):

    
      	
               

              If
                to the Holder:

               

              W.
                Sam Chandoha

              333
                East 79th Street, Penthouse North

              New
                York, NY 10021

              Att:
                W. Sam Chandoha

                  Facsimile
                No.
                ______________

               

            	 	
               

              If
                to the Company:

               

                  FindEx.com,
                Inc.

                  11204
                Davenport Street, Suite 100

                  Omaha,
                Nebraska 68154

                  Attention:
                Steven
                P. Malone, President /CEO

                  Facsimile
                No.
                (402) 778-5763

               

              With
                a copy (that does not constitute notice) to:

               

              M.M.
                Membrado, PLLC

              115
                East 57th
                Street, Suite 1006

              New
                York, New York 10022

              Facsimile
                No. (646) 486-9771

              Att:
                Michael M. Membrado

            
	 	 	 


    

     

            (b) This
      Warrant shall be binding upon and, except for the limitations on transfer and
      assignment contained in Section 4, shall inure to the benefit of the successors
      in interest of the Company and the Holder, respectively.

     

            (c) This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Nevada; provided,
      however,
      that, if
      any provision of this Warrant Certificate shall be unenforceable under Nevada
      law but enforceable under Nevada law, then Nevada shall govern the construction
      and enforcement of that provision.
      The
      courts of the State of Nevada shall have exclusive jurisdiction and venue for
      the adjudication of any civil action arising out of or othrwise relating to
      this
      Warrant, and consent to such jurisdiction and venue is hereby irrevocably
      consented to.

     

            (d) This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought.

    


    


    Dated
      as
      of July 20, 2006.

    
      	
               

               

               

               

              ATTEST:

               

               

               

              By:
                /s/ Kirk R. Rowland

              
                

              

              Kirk
                R. Rowland, Secretary

            	 	
               

              FINDEX.COM,
                INC.

              A
                Nevada Corporation

               

               

               

               

              By:
                /s/ Steven Malone

              
                

              

              Steven
                Malone, President & 

              Chief
                Executive Officer

            
	 	 	 
	 	 	 


    

    CORPORATE
      SEAL: