WARRANT AGREEMENT
                        OF NATIONAL PARKING SYSTEMS, INC.

                                1,000,000 SHARES

                           DATED AS OF JANUARY 5, 2005

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                                WARRANT AGREEMENT

     This  WARRANT  AGREEMENT  (this "Agreement") is made and entered into as of
January  5, 2005 (the "Issuance Date"), by and between National Parking Systems,
Inc.,  a  Nevada corporation (the "Company"), and London Finance Group, Ltd., or
its  assigns  (the  "Holder").

     The  Company  and  the  Holder  hereby  agree  as  follows:

SECTION 1.     ISSUANCE OF THE WARRANT; TRANSFERABILITY AND FORM OF THE WARRANT.

     a.  THE WARRANT. The Company hereby grants to the Holder a warrant attached
hereto  as  Annex  A (the "Warrant") to purchase up to an aggregate of 1,000,000
shares  of  the common stock of the Company (the "Common Stock"), at an exercise
price  of  $0.10  per  share.  The  shares  of  fully  paid, duly authorized and
non-assessable  Common  Stock issuable upon exercise of the Warrant are referred
herein  as  the  "Warrant  Shares."

     b.  TRANSFER RESTRICTIONS. Holder agrees not to sell, transfer or otherwise
dispose  of the Warrant or Warrant Shares, unless a registration statement under
the Securities Act of 1933, as amended (the "Securities Act"), is in effect with
regard  thereto  or  unless  such  sale,  transfer  or other disposition is made
pursuant  to  a  transaction  exempt  from such registration and registration or
qualification  under  applicable  state  securities  laws.

     c.  TRANSFER  -  GENERAL. Subject to the terms hereof, the Warrant shall be
transferable only on the books of the Company maintained at its principal office
upon  delivery  thereof  duly  endorsed  by the Holder or by its duly authorized
attorney  or  representative,  or  accompanied by proper evidence of succession,
assignment  or  authority  to  transfer.  In all cases of transfer, the original
power  of  attorney,  duly approved, or a copy thereof, duly certified, shall be
deposited  and  remain  with  the  Company.  In  case  of transfer by executors,
administrators,  guardians  or  other  legal representatives, duly authenticated
evidence  of  their  authority  shall  be  produced,  and  may be required to be
deposited  and  to  remain  with  the  Company  in  its  discretion.  Upon  any
registration of transfer, the person to whom such transfer is made shall receive
a  new Warrant or Warrants as to the portion of the Warrant transferred, and the
Holder  shall  be entitled to receive a new Warrant or Warrants from the Company
as  to  the  portion thereof retained (each of which new Warrants shall evidence
the  right  to purchase one (1) Warrant Share or an integral multiple of one (1)
Warrant Share). The designated transferee or transferees will be recorded in the
register  maintained  by  the  Company  as  the Holder(s) of the new Warrant(s).

     d.  FORM  OF  THE  WARRANT.  The form of the Warrant and of the election to
purchase  Warrant Shares (the "Subscription Form") shall be substantially as set
forth  respectively  in Annex A and Annex B attached hereto. The Warrant and any
replacement  Warrant  shall be executed on behalf of the Company by its Chairman
of  the  Board,  its  Chief  Executive  Officer,  President  or  one of its Vice
Presidents.  The  Warrant  shall be dated as of the date of execution thereof by
the  Company  either  upon  initial  issuance  or  upon  transfer.

<PAGE>

SECTION  2.     TERM  OF  THE  WARRANT; EXERCISE OF THE WARRANT; RESTRICTIONS ON
                EXERCISE; EXERCISE  PRICE,  ETC.

     a.  TERM  OF  THE  WARRANT.  Subject to the terms of this Agreement, Holder
shall  have  the  right,  which right may be exercised in whole or in part, from
time  to time, beginning on the Issuance Date and ending on January 5, 2009 (the
"Expiration Date"), to purchase from the Company Warrant Shares. If the last day
for  the  exercise  of  the Warrant is not a day (a "Business Day") other than a
Saturday,  Sunday  or  other day on which commercial banks in New York, New York
are authorized or required by law to close, then the Warrant may be exercised on
the  next  succeeding  Business  Day.

     Notwithstanding  the foregoing, unless waived by the Company in writing, in
no  event shall Holder be entitled to exercise any portion of the Warrant to the
extent  that, after such exercise, the sum of (1) the number of shares of Common
Stock  beneficially  owned by the Holder, and (2) the number of shares of Common
Stock  issuable upon the full or partial exercise of the Warrant with respect to
which  the  determination  of  this  sentence  is  being  made,  would result in
beneficial  ownership  by Holder of more than 4.99% of the outstanding shares of
Common  Stock  (after taking into account the shares to be issued to Holder upon
such  exercise).  For purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act") "), and Rule 13d-3 promulgated
thereunder.  The  Holder  further agrees that if the Holder transfers or assigns
any  of the Warrant to any affiliate of such Holder, such transfer or assignment
shall be made subject to the transferee's or assignee's specific agreement to be
bound  by  the  provisions  of  this  Section.

     b. VESTING OF THE WARRANT. The Warrant is fully vested and may be exercised
on or after the Issuance Date in accordance with the terms of this Agreement and
the  Warrant.

     c.  EXERCISE OF THE WARRANT. The Warrant may be exercised upon surrender to
the  Company,  at  its  principal  office,  of  the  Warrant,  together with the
Subscription  Form  completed and signed, and upon payment to the Company of the
Exercise  Price  (as defined in and determined in accordance with the provisions
of  Sections  2.5  and  6 hereof) for the number of Warrant Shares in respect of
    -------------       -
which  such Warrant is then being exercised (such surrender of Warrant, delivery
of  the  Subscription  Form and payment of the Exercise Price hereinafter called
the  "Exercise  of  the  Warrant"). Upon partial exercise, a new Warrant for the
unexercised  Warrant  Shares  shall be delivered by the Company to Holder within
five  (5)  Business  Days. Subject to Section 2.6, payment of the Exercise Price
                                      -----------
shall  be  by  delivery  of  cash,  or a certified or official bank check in the
amount  of  such  Exercise  Price.

     Subject  to  Section 3 hereof, upon such surrender of a Warrant and payment
                  ---------
of  the  Exercise  Price  as  aforesaid, the Company shall issue and cause to be
delivered  within five (5) Business Days to Holder or, upon the written order of
the  Holder,  in  such  name  or names as Holder may designate, a certificate or
certificates  for the number of Warrant Shares so purchased upon the exercise of
such  Warrant,  together with cash, as provided in Section 6.4 hereof in lieu of
                                                   -----------
any  fractional  Warrant  Shares  otherwise  issuable  upon such surrender. Such
certificate  or  certificates shall be deemed to have been issued and any person
so  designated  to  be  named therein shall be deemed to have become a holder of
record  of  such  Warrant  Shares as of the date of the Exercise of the Warrant.

SECTION 2.02     COMPLIANCE WITH GOVERNMENT REGULATIONS. HOLDER ACKNOWLEDGES
THAT NEITHER THE WARRANT NOR THE WARRANT SHARES HAVE BEEN QUALIFIED OR
REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS, AND THEREFORE
MAY BE SOLD OR DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION
ONLY PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION AND IN
ACCORDANCE WITH THIS AGREEMENT. UNTIL SUCH TIME AS THE WARRANT SHARES HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT, THE WARRANT AND THE WARRANT SHARES WILL
BEAR A LEGEND TO THE FOLLOWING EFFECT:

          THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED WITH THE
          SECURITIES  AND  EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933,
          AS  AMENDED,  OR WITH THE SECURITIES COMMISSION OF ANY STATE UNDER ANY
          APPLICABLE  STATE SECURITIES OR BLUE SKY LAWS. SUCH SECURITIES MAY NOT
          BE  SOLD  OR  OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT TO AN EFFECTIVE
          REGISTRATION  STATEMENT  OR  IN  A  TRANSACTION  EXEMPT  FROM  THE
          REGISTRATION  REQUIREMENTS  OF  THOSE  SECURITIES  LAWS.

     a. EXERCISE PRICE. The price per share at which the Warrant Shares shall be
purchasable  upon  exercise  of  the  Warrant shall be $0.10 per share of Common
Stock,  subject  to  adjustment  as  provided  in  Section  6  hereof  (the
                                                   ---------
"Exercise  Price").

     2.6     CASHLESS/NET  EXERCISE.  In  lieu  of exercising the Warrant or any
portion  thereof  for  cash,  the  Holder  shall  have  the right to convert the
Warrant, or any portion thereof, into Warrant Shares by executing and delivering
to  the Company, at its principal executive office, a duly executed Subscription
Form,  specifying  the number of Warrant Shares as to which the Warrant is being
exercised,  and  accompanied  by  the  surrender  of  the Warrant. The number of
Warrant  Shares  to  be  issued  shall  be computed using the following formula:

     X    =  [y-(A-B)]/A
     X    =  the  number  of  Warrant  Shares  to  be  issued  to  such  Holder
     Y    =  the  total  number of Warrant Shares then issuable upon exercise of
             the  Warrant  in  full
     A    =  the  Fair  Value  (as  defined  below)  of  one  Warrant  Share
     B    =  the  Exercise  Price  (as  adjusted)  on  the  date  of  conversion

SECTION  3.     PAYMENT  OF  TAXES.  The  Company will pay all documentary stamp
taxes,  if  any,  attributable  to the issuance of the initial Warrant delivered
pursuant  to this Agreement and Warrant Shares upon the exercise of Warrant. The
Company  shall not be required to pay any income tax or taxes resulting from the
issuance  of the Warrant or any other tax or taxes other than as set forth above
which  may  be  payable  in  respect  of  any  transfer involved in the issue or
delivery  of  the  Warrant  or  certificates  for  Warrant  Shares.

<PAGE>

SECTION  4.     MUTILATED  OR  MISSING  WARRANT.  In  case  any Warrant shall be
mutilated,  lost,  stolen  or  destroyed, the Company shall issue and deliver in
exchange and substitution for and upon cancellation of the mutilated Warrant, or
in  lieu  of  and  substitution for the Warrant lost, stolen or destroyed, a new
Warrant of like tenor and representing an equivalent right or interest; but only
upon  receipt  of  evidence reasonably satisfactory to the Company of such loss,
theft  or destruction of such Warrant and an agreement to indemnify the Company,
also  reasonably  satisfactory  to  the  Company.

SECTION  5.     RESERVATION  OF  WARRANT  SHARES.

     a. RESERVATION OF WARRANT SHARES. There have been reserved, and the Company
shall  at all times reserve, out of its authorized and unissued shares of Common
Stock,  that number of shares of Common Stock sufficient at all times to provide
for  the  full  exercise of the Warrant. The transfer agent for the Common Stock
and  every  subsequent  transfer  agent ("Transfer Agent") for any shares of the
Company's  capital  stock  issuable upon the exercise of the Warrant will be and
are  hereby  irrevocably  authorized  and  directed at all times until 5:00 p.m.
Pacific  Time on the Expiration Date to reserve such number of authorized shares
as  shall  be  requisite  for such purpose. The Company will keep a copy of this
Agreement  on  file  with  the  Transfer  Agent  for any shares of the Company's
capital  stock  issuable upon the exercise of the Warrant. The Company covenants
that  the  issuance,  sale  and  delivery of the Warrant in accordance with this
Agreement,  and  the  issuance,  sale  and  delivery  of the Warrant Shares upon
exercise  of  the  Warrant  have been duly authorized by all necessary corporate
action  on the part of the Company. Sufficient authorized but unissued shares of
Common  Stock have been reserved by all necessary corporate action in connection
with  the  prospective  exercise  of the Warrant. The Company covenants that all
Warrant  Shares  which may be issued upon exercise of Warrant will, upon payment
in  accordance  with  this  Agreement  be duly authorized, validly issued, fully
paid,  nonassessable,  and  free  of  and  from all preemptive or stock purchase
rights, taxes, liens, charges, pledges, mortgages, security interests, and other
encumbrances  or  claims  of  any kind with respect thereto except as created by
such Holder. The Company will supply the Transfer Agent with duly executed stock
certificates  for  such purpose and will provide or otherwise make available any
cash  which  may  be  payable  as provided in Section 6.4 of this Agreement. The
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Company  will  furnish  to  such  Transfer  Agent  a  copy  of  all  notices  of
adjustments,  and  certificates related thereto, transmitted to each Holder. Any
Warrant  surrendered  in  the exercise of the rights thereby evidenced shall be,
subject  to  the  issuance  of  replacement  Warrant  for the Warrant Shares not
exercised  at  such  time  pursuant  to  Section  2.3,  canceled by the Company.
                                         ------------

     b.  CANCELLATION  OF  WARRANT.  In  the event the Company shall purchase or
otherwise  acquire  any Warrant, the same shall be canceled and retired.

<PAGE>

SECTION  6.     ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The
number  and  kind of securities purchasable upon the exercise of the Warrant and
the  Exercise  Price  shall  be subject to adjustment from time to time upon the
happening  of  certain  events,  as  hereinafter  discussed.

     a.     MECHANICAL  ADJUSTMENTS.  The  number  of Warrant Shares purchasable
upon  the  exercise  of  the  Warrant and the Exercise Price shall be subject to
adjustment  as  follows:

          i.  SUBDIVISION OR COMBINATION OF SHARES. In case the Company shall at
     any  time subdivide (including, without limitation through a stock split or
     stock  dividend)  its  outstanding  shares  of  Common Stock into a greater
     number  of  shares,  the Exercise Price in effect immediately prior to such
     subdivision  shall  be  proportionally  reduced  and  the number of Warrant
     Shares  purchasable  hereunder  shall be proportionately increased. In case
     the outstanding shares of the Common Stock of the Company shall be combined
     (including,  without  limitation  through  a  reverse  stock  split) into a
     smaller number of shares, the Exercise Price in effect immediately prior to
     such  combination  shall  be  proportionately  increased  and the number of
     Warrant  Shares  purchasable  hereunder shall be proportionately decreased;
     provided,  however,  in  no  event shall the Exercise Price for the Warrant
     --------   -------
     Shares  exceed  the  aggregate Exercise Price of the unexercised portion of
     the  Warrant  Shares.

          ii.  REORGANIZATION,  MERGER,  ETC.  In  case  of  any  capital
     reorganization,  reclassification  or  similar  transaction  involving  the
     capital  stock  of the Company (other than as provided in Section 6.1(ii)),
                                                               ---------------
     any  consolidation,  merger  or  business  combination  of the Company with
     another  corporation, or the sale, conveyance or similar transaction of all
     or  substantially  all  of  its  assets  to  another  corporation, shall be
     effected  in  such a way that holders of the Common Stock shall be entitled
     to receive stock, securities, or assets (including cash) with respect to or
     in  exchange  for  shares  of  the  Common  Stock,  then, prior to and as a
     condition  of such reorganization, reclassification, consolidation, merger,
     business  combination,  sale, conveyance or similar transaction, lawful and
     adequate  provision  shall be made whereby the Holder shall thereafter have
     the  right  to  receive  upon  exercise  of  the Warrant and in lieu of the
     Warrant Shares, such shares of stock, securities or assets (including cash)
     as  may be issued or payable with respect to or in exchange for a number of
     outstanding  shares of Common Stock equal to the number of shares of Common
     Stock  immediately theretofore purchasable upon the exercise of the Warrant
     had  such reorganization, reclassification, consolidation, merger, business
     combination,  sale,  conveyance  or similar transaction not taken place. In
     any  such  case,  appropriate  provision  shall be made with respect to the
     rights  and  interests  of the Holder to the end that the provisions hereof
     (including,  without  limitation, provisions for adjustment of the Exercise
     Price  and of the number of Warrant Shares purchasable upon the exercise of
     the  Warrant)  shall  thereafter  be  applicable,  as nearly as possible in
     relation to any stock, securities or assets thereafter deliverable upon the
     exercise  of  the  Warrant.

<PAGE>

          iii.  ADJUSTMENT  OF  NUMBER  OF  SHARES.  Subject  to  any applicable
     exceptions  set  forth in Section 6.1(vii) below, if and whenever after the
                               ----------------
     date hereof the Company shall in any manner (i) issue or sell any shares of
     its  Common  Stock  for less than Fair Value (as defined in Section 6.1(ix)
     below)  as  determined  at  the date of such issuance or sale (based on the
     date  the  certificates representing such shares were issued, regardless of
     the  date  printed  on  such  certificates),  or  (ii) issue, sell or grant
     (whether directly or indirectly or by assumption in a consolidation, merger
     or  otherwise)  any  rights  to  subscribe  for or to purchase any options,
     warrant,  convertible  securities,  exchangeable  securities,  or any other
     securities  or  other  rights  to acquire from the Company shares of Common
     Stock  (the "Common Stock Equivalents"), or issue or sell (whether directly
     or  indirectly  or  by  assumption  in  a merger or otherwise) Common Stock
     Equivalents,  and  the  price  per share for which Common Stock is issuable
     upon  exercise,  conversion  or  exchange  of such Common Stock Equivalents
     (determined  by dividing (x) the aggregate amount received or receivable by
     the  Company  as  consideration for the issue, sale or grant of such Common
     Stock  Equivalents,  plus  the  minimum  aggregate  amount  of  additional
     consideration, if any, payable to the Company upon the conversion, exchange
     or  exercise  thereof,  by (y) the total maximum number of shares of Common
     Stock issuable upon the exercise, conversion or exchange of all such Common
     Stock Equivalents) shall be less than the Fair Value of the Common Stock on
     the  date  of  such  issue,  sale  or  grant,  whether or not the rights to
     convert,  exchange or exercise thereunder are immediately exercisable, then
     (A)  the  Exercise  Price  shall  be  reduced  to  a  price  determined  by
     multiplying  the  Exercise Price in effect prior to the adjustment referred
     to  in  this  Section  6.1(iv)  by a fraction, the numerator of which is an
                   ---------------
     amount  equal  to  the  number  of  shares  of  Common  Stock  outstanding
     immediately  prior  to  such  issue,  sale or grant, and the denominator of
     which is the total number of shares of Common Stock outstanding immediately
     after  such  issue,  sale  or grant (assuming exercise or conversion of any
     Common  Stock Equivalents issued in such issue, sale or grant), and (B) the
     number  of shares of Common Stock, taking into account all shares of Common
     Stock  thereto  issued upon exercise of each Warrant, required to be issued
     by the Company to the Holder (the "Exercise Quantity") shall be adjusted to
     equal  the  number  obtained  by  dividing (x) the Exercise Price in effect
     immediately  prior to such issue, sale or grant, multiplied by the Exercise
     Quantity immediately prior to such issue, sale or grant by (y) the Exercise
     Price  resulting from the adjustment made pursuant to clause (A) above.

          iv.  RECORD  DATE. The record date for the holders of Common Stock for
     the  purpose  of  entitling  them  (a)  to  receive  a  dividend  or  other
     distribution payable in shares of Common Stock or Common Stock Equivalents,
     or  (b) to subscribe for purchase or otherwise receive any shares of Common
     Stock or Common Stock Equivalents shall be the date determined by the Board
     as  the  record  date  for  such purposes or, if none is established by the
     Board,  then  the  record  date shall be the date immediately prior to such
     action.

          v.  PROHIBITED  ACTIONS. So long as a Warrant is outstanding, then the
     Company  will  not  avoid or seek to avoid the observance or performance of
     any  of the terms of this Agreement or the Warrant or take any action which
     results in the occurrence of any of the foregoing, but will at all times in
     good  faith carry out of all such terms and take all such actions as may be
     necessary  or  appropriate  in order to protect the rights of the Holder of
     the  Warrant  against  dilution  or  other  impairment.

<PAGE>

          vi.  ADJUSTMENT  NOTICES  TO  HOLDER.  Whenever  the number of Warrant
     Shares  purchasable  upon the exercise of the Warrant or the Exercise Price
     of  such Warrant Shares is adjusted, as herein provided, the Company shall,
     within  ten  (10)  business  days  following the event which triggered such
     adjustment,  mail by first class, postage prepaid, to each Holder notice of
     such adjustment or adjustments and shall deliver to each Holder a copy of a
     certificate  (an "Adjustment Certificate") of either the Board of Directors
     of  the  Company or of a firm of independent public accountants selected by
     the  Board  of Directors of the Company (who may be the regular accountants
     employed  by  the  Company)  setting  forth  the  number  of Warrant Shares
     purchasable upon the exercise of the Warrant and the Exercise Price of such
     Warrant  Shares  after  such adjustment, setting forth a brief statement of
     the  facts  requiring  such adjustment and setting forth the computation by
     which  such  adjustment  was  made.

          vii.  EXERCISE  PRICE  DEFINED.  As  used  in  this  Agreement and the
     Warrant,  the term "Exercise Price" shall mean the purchase price per share
     specified  in  this  Agreement  and  the Warrant until the occurrence of an
     event  specified in this Section 6 and thereafter shall mean said price, as
                              ---------
     adjusted  from  time  to  time,  in  accordance with the provisions of this
     Section  6.
     ----------

          viii.  FAIR  VALUE  DEFINED.  Fair Value as of a particular date shall
     mean  the closing price for the day before the day in question. The closing
     price  shall  be the last reported sale price on the day in question or, in
     case  no  such  reported  sale  takes place on such day, on the most recent
     reported  sale prior to such day in question, in each case on the principal
     national  securities  exchange  on  which  the  Common  Stock  is listed or
     admitted  to  trading  or,  if  not  listed  or  admitted to trading on any
     national  securities  exchange,  the  last  trade  price as reported by the
     National Association of Securities Dealers Automated Quotation System, (the
     "NASDAQ"), Over the Counter or Bulletin Board market, or the "pink sheets,"
     whichever  is  applicable.  If  such  quotations  are  unavailable, or with
     respect  to  other  appropriate  security,  property,  assets,  business or
     entity,  "Fair  Value" shall mean the fair value of such item as determined
     by  mutual  agreement reached by the Company and the Holder of Common Stock
     issuable  under  the  Warrant  or,  in  the event the parties are unable to
     agree,  an  opinion  of  an  independent  nationally  recognized investment
     banking,  accounting or appraisal firm or firms retained by the Company, at
     the  Company's  expense,  to  determine  such  Fair  Value.

          ix. ADJUSTMENTS: ADDITIONAL SHARES, SECURITIES OR ASSETS. In the event
     that  at  any  time,  as  a  result  of an adjustment made pursuant to this
     Section  6, the Holder shall, upon Exercise of the Warrant, become entitled
     ----------
     to  receive  shares  and/or  other  securities or assets (other than Common
     Stock)  then,  wherever  appropriate,  all  references  herein to shares of
     Common  Stock  shall  be  deemed to refer to and include such shares and/or
     other securities or assets; and thereafter the number of such shares and/or
     other  securities  or  assets.

          x.  COMPUTATION  OF  ADJUSTMENT.  If  any  adjustment to the number of
     shares  of  Common  Stock issuable upon the exercise of each Warrant or any
     adjustment  to the Exercise Price is required pursuant to Section 6 hereof,
                                                               ---------
     the number of shares of Common Stock issuable upon exercise of each Warrant
     or  the  Exercise  Price shall be rounded up to the nearest 1/100th cent or
     1/100th  Share,  as  appropriate.

<PAGE>

     6.2  NOTICE  OF  CONSOLIDATION  OR MERGER. If the Company shall at any time
consolidate or merge into any other corporation or transfer all or substantially
all  of  its assets, then the Company shall deliver written notice to the Holder
of  such merger, consolidation or sale of assets at least twenty (20) days prior
to  the  closing of such merger, consolidation or sale of assets and the Warrant
shall  terminate  and  expire  immediately  prior to the closing of such merger,
consolidation  or sale of assets. In addition, if the Company should be acquired
by  any  other  corporation, then this Warrant shall automatically be assumed by
such acquiring corporation, and it shall be a condition to such acquisition that
this  Warrant  be  converted into the right to purchase such securities, cash or
other  assets delivered to holders of common stock of the Company at closing, as
if  this  Warrant  were  exercised  immediately  prior  to  such  closing.

     6.3  STATEMENT  ON  THE  WARRANT.  Irrespective  of  any adjustments in the
Exercise  Price or the number or kind of shares purchasable upon the exercise of
the  Warrant,  the  Warrant  theretofore  or  thereafter  issued may continue to
express  the  same  price  and  number  and  kind of shares as are stated in the
Warrant  initially  issuable pursuant to this Agreement; provided, however, that
the Warrant shall be exercisable on the terms set forth in the latest Adjustment
Certificate  delivered  pursuant  to  Section  6(a)(vi)  hereof.
                                      -----------------

SECTION  7.     REGISTRATION RIGHTS.  So long as the Warrant Shares are not then
registered  or  otherwise  freely  tradeable  by  the Holder, each time that the
Company shall propose the registration under the Securities Act of any shares of
Common  Stock  of  the Company, notice of such proposed registration stating the
total  number of shares proposed to be the subject of such registration shall be
given  to  the  record  owners  of the Warrants.  The Company will automatically
include  in  any registration statement filed with the Commission with regard to
such  proposed registration the number of Registrable Securities requested to be
included  therein  by  the  Holder,  subject to any underwriters' cutbacks.  For
purposes  hereof,  the  term "Registrable Securities" means the shares of Common
Stock  issuable  upon  exercise  of the Warrants, as well as any other shares of
Common  Stock  then  beneficially owned by the Holder, to the extent such shares
cannot  be resold without limitation by the holders thereof without registration
under  the  Securities  Act.

SECTION  8.     NO  RIGHTS AS STOCKHOLDER; NOTICES TO HOLDER.  Nothing contained
in  this  Agreement  or in the Warrant shall be construed as conferring upon the
Holder or its permitted transferees the right to vote or to receive dividends or
to  consent  to  or receive notice as a stockholder in respect of any meeting of
stockholders  for  the election of directors of the Company or any other matter,
or  any  rights  whatsoever  as a stockholder of the Company; provided that this
provision  shall not limit the required notice as set forth in Section 6 hereof.
                                                               ---------

SECTION 9.     INSPECTION OF WARRANT AGREEMENT. The Company shall keep copies of
this Agreement and any and all notices given or received hereunder available for
inspection  by  the Holder during normal business hours at its principal office.

<PAGE>

SECTION  10.     IDENTITY  OF  TRANSFER AGENT. Forthwith upon the appointment of
any  subsequent  transfer  agent for the Common Stock or any other shares of the
Company's  capital  stock  issuable upon the exercise of the Warrant the Company
will  notify  the  Holder  of  the  name and address of such subsequent transfer
agent.

SECTION  11.     NOTICES. Any notices, requests and demands by the Holder to the
Company  pursuant  to  this  Agreement  to  be  effective  shall  be  in writing
(including by facsimile), and, unless otherwise expressly provided herein, shall
be  deemed  to have been duly given or made when delivered by hand, or three (3)
days  after  being  deposited in the mail, postage prepaid, or, in the case of a
facsimile  notice,  when  received,  or, in the case of delivery by a nationally
recognized  overnight  courier,  when  received, addressed to the Company at the
address  listed  in  its most recently filed report with the Securities Exchange
Commission,  or  such  other address as may be provided by the Company to Holder
from  time  to  time.

Any  notices, requests and demands by the Company to the Holder pursuant to this
Agreement  to  be  effective  shall be in writing (including by facsimile), and,
unless  otherwise  expressly  provided herein, shall be deemed to have been duly
given or made when delivered by hand, or three (3) days after being deposited in
the mail, postage prepaid, or, in the case of a facsimile notice, when received,
or,  in  the case of delivery by a nationally recognized overnight courier, when
received,  addressed  to  the  Holder  at  their addresses on the signature page
hereto.  Each  party  hereto  may  from time to time change the address to which
notices  to  it  are to be delivered or mailed hereunder by notice in writing to
the  other  party.

SECTION 12.     GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of California, without giving effect to
principles of conflict of laws thereof The parties hereto agree to submit to the
jurisdiction  of  the  courts  of  the  State  of  California  in  any action or
proceeding  arising  out  of  or  relating to this Agreement. Venue for any such
actions  shall  be in the state or federal courts of Los Angeles, California. In
the  event  of  litigation, the prevailing party shall be entitled to reasonable
attorneys'  fees  and  costs.

SECTION 13.     SUPPLEMENTS AND AMENDMENTS.  The Company and the Holder may from
time  to  time supplement or amend this Agreement in order to cure any ambiguity
or  to  correct  or  supplement  any  provision  contained  herein  which may be
defective  or inconsistent with any other provision herein, or to make any other
provisions in regard to matters or questions arising hereunder which the Company
and  the  Holder  may  deem  necessary  or  desirable  and  which  shall  not be
inconsistent  with  the  provisions of the Warrant and which shall not adversely
affect  the  interests  of the Holder. Any such supplement or amendment shall be
effective  only  if  signed  by  the  Company  and  the  Holder.

SECTION  14.     SUCCESSORS.  All the covenants and provisions of this Agreement
by  or for the benefit of the Company shall bind and inure to the benefit of the
successors  and  assigns  of  the  parties  hereto.

SECTION  15.     BENEFITS  OF THIS AGREEMENT. Nothing in this Agreement shall be
construed  to  confer upon any person other than the Company and the Holder (and
their respective successors and assigns) any legal or equitable right, remedy or
claim  under  this  Agreement  and  this  Agreement  shall  be  for the sole and
exclusive benefit of the Company and the Holder, and their respective assignees.

<PAGE>

SECTION  16.     CAPTIONS.  The  captions of the Sections of this Agreement have
been  inserted  for  convenience  only  and  shall  have  no substantive effect.

SECTION  17.     COUNTERPARTS.  This  Agreement may be executed in any number of
counterparts  each  of which when so executed shall be deemed to be an original;
but such counterparts together shall constitute but one and the same instrument.

SECTION  18.     LIMITATION OF LIABILITY. No provision hereof, in the absence of
affirmative  action  by  any  Holder  to purchase shares of Common Stock, and no
enumeration herein of the rights or privileges of any Holder of a Warrant, shall
give  rise  to any liability of such Holder for the purchase price of any Common
Stock  or as a shareholder of the Company, whether such liability is asserted by
the  Company  or  by  creditors  of  the  Company.

SECTION  19.     WAIVER AND COURSE OF DEALING. No course of dealing or any delay
or  failure  to  exercise  any  right hereunder on the part of any party thereto
shall  operate  as  a  waiver  of  such right or otherwise prejudice the rights,
powers  or  remedies  of  such  party.

SECTION  20.     THE  PARTIES  HEREBY  WAIVE  ANY  RIGHT TO TRIAL BY JURY IN ANY
PROCEEDING  ARISING  OUT  OF  OR  RELATING  TO  THIS  AGREEMENT  OR  ANY  OF THE
CONTEMPLATED  TRANSACTIONS,  WHETHER  NOW  EXISTING  OR  HEREAFTER  ARISING, AND
WHETHER  SOUNDING  IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF
THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE
KNOWING,  VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO
WAIVE  TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO
THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN
A  COURT  OF  COMPETENT  JURISDICTION  BY  A  JUDGE  SITTING  WITHOUT  A  JURY.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed as of the day, month and year first above written.

HOLDER:                              THE COMPANY:
London Finance Group, Ltd.           NATIONAL PARKING SYSTEMS, INC.,
                                     a Nevada corporation

                                     By: /s/ Marc Ebersole
-----------------------------           -----------------------------
Name:                                   Name: Marc Ebersole
Title:                                  Title:CEO

<PAGE>

                                     ANNEX A

THE  SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND  EXCHANGE  COMMISSION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR WITH
THE  SECURITIES COMMISSION OF ANY STATE UNDER ANY APPLICABLE STATE SECURITIES OR
BLUE  SKY  LAWS.  SECURITIES  MAY  NOT  BE  SOLD OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT  TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION EXEMPT FROM
THE  REGISTRATION  REQUIREMENTS  OF  THOSE  SECURITIES  LAWS.

Warrant No. JM -                                                1,000,000 Shares

                          COMMON STOCK PURCHASE WARRANT

                              Void After 5:00 P.M.
                         Pacific Time on January 5, 2009

     THIS  CERTIFIES  THAT,  for value received, London Finance Group, Ltd., the
registered  holder  of  this  Common  Stock  Purchase Warrant (the "Warrant") or
permitted  assigns (the "Holder"), is entitled to purchase from National Parking
Systems,  Inc.,  a Nevada corporation (the "Company"), subject to Section 2.1 of
the  Warrant  Agreement  dated as of January 5, 2005, by and between the Company
and London Finance Group, Ltd. (the "Warrant Agreement"), at any time until 5:00
p.m.  Pacific  Time on January 5, 2009 (the "Expiration Date"), 1,000,000 shares
of  the common stock of the Company (the "Common Stock") at a price per share of
$0.10  per  share  (the "Purchase Price"). The number of shares purchasable upon
exercise  of  this  Warrant and the Purchase Price per share shall be subject to
adjustment  from  time  to  time  as  set  forth  in  the  Warrant  Agreement.

     This  Warrant  is issued under and in accordance with the Warrant Agreement
and  is  subject to the terms and provisions contained in the Warrant Agreement,
all  of  which  are  incorporated  herein  by  reference.  A copy of the Warrant
Agreement  maybe  obtained  for  inspection  by  the  Holder hereof upon written
request  to  the  Company.

     This  Warrant  may be exercised in whole or in part by presentation of this
Warrant  with  the Subscription Form, the form of which is attached hereto, duly
executed  and simultaneous payment of the Exercise Price (subject to adjustment)
at  the  principal office of the Company. Payment of such price shall be payable
at  the  option  of  the  Holder hereof in cash or by certified or official bank
check  or  wire transfer, or by tender of securities of the Company as set forth
in  the  Warrant  Agreement.

     This Warrant may be exercised in whole or in part. Upon partial exercise, a
Warrant  for  the  unexercised  portion  shall  be  delivered  to the Holder. No
fractional  shares  will  be  issued  upon  the exercise of this Warrant but the
Company  shall  pay  the  cash  value  of  any fraction upon the exercise of the
Warrant.

     The  Holder  hereof  maybe  treated  by  the  Company and all other persons
dealing  with  this  Warrant as the absolute owner hereof for any purpose and as
the  person  entitled  to  exercise  the  rights  represented  hereby, or to the
transfer  hereof  on  the  books  of  the  Company.  Any  notice to the contrary
notwithstanding,  and  until  such transfer on such books, the Company may treat
the  Holder  hereof  as  the  owner  for  all  purposes.

<PAGE>

     This  Warrant  does not entitle the Holder hereof to any of the rights as a
stockholder  of  the  Company  until  such  time as this Warrant is exercised in
accordance  with  the  Warrant  Agreement.

     NATIONAL  PARKING  SYSTEMS,  INC.,
     a  Nevada  corporation

     By:  /s/ Marc Ebersole
          --------------------------
          Name: Marc Ebersole
          Title: CEO

<PAGE>

                                     ANNEX B
                                SUBSCRIPTION FORM

[INSERT DATE]

NATIONAL PARKING SYSTEMS, INC.

Attn:     President

Ladies and Gentlemen:

     [ ]  The undersigned hereby elects to exercise the warrant issued to it by
NATIONAL  PARKING  SYSTEMS,  INC.  (the  "Company")  pursuant  to  the  Warrant
Agreement,  between the Company and London Finance Group, Ltd., dated January 5,
2005,  (the  "Warrant  Agreement")  and  to  purchase  thereunder
                                                                   -------------
(        )  shares  of  Common Stock of the Company (the "Shares") at a purchase
 --------
price  of                  Dollars ($       ) per share or an aggregate purchase
         -----------------           -------
price  of                       Dollars  ($       )  (the  "Purchase  Price").
         ----------------------            -------

     [ ] The undersigned hereby elects under the provision set forth in Section
2.6  of  the  Warrant  Agreement  to  make  a  net exercise of the Warrant as to
              shares.
-------------

     Pursuant  to  the  terms  of  the  Warrant  Agreement  the  undersigned has
delivered  the aggregate Purchase Price herewith in full in cash or by certified
check  or  wire  transfer,  if  applicable.

     The  certificate(s) or other instruments for such shares shall be issued in
the  name  of  the  undersigned  or  as  otherwise  indicated  below.

                              Very truly yours,

                              By:
                                 ---------------------------------
                              Name:
                                    ------------------------------
                              Title:
                                    ------------------------------

<PAGE>