EXHIBIT B

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

                     SERIES A COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                                ACIES CORPORATION

      THIS COMMON STOCK PURCHASE  WARRANT (the  "Warrant")  certifies  that, for
value received,  _____________ (the "Holder"),  is entitled,  upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after the date hereof (the "Initial  Exercise Date") and on or
prior to the close of business on the fifth  anniversary of the Initial Exercise
Date (the "Termination Date") but not thereafter,  to subscribe for and purchase
from Acies  Corporation,  a Nevada  corporation  (the  "Company"),  up to ______
shares (the "Warrant  Shares") of Common Stock,  par value $0.001 per share,  of
the Company (the  "Common  Stock").  The  purchase  price of one share of Common
Stock under this  Warrant  shall be equal to the Exercise  Price,  as defined in
Section 2(b).

      Section 1.  Definitions.  Capitalized terms used and not otherwise defined
herein shall have the meanings  set forth in that  certain  Securities  Purchase
Agreement (the "Purchase Agreement"),  dated February 3, 2005, among the Company
and the purchasers signatory thereto.

      Section 2. Exercise.

      a) Exercise of Warrant.  Exercise of the purchase  rights  represented  by
this  Warrant may be made at any time or times on or after the Initial  Exercise
Date and on or before the Termination  Date by delivery to the Company of a duly
executed  facsimile  copy of the Notice of Exercise Form annexed hereto (or such


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other  office or agency of the Company as it may  designate by notice in writing
to the registered Holder at the address of such Holder appearing on the books of
the Company);  provided,  however, within 5 Trading Days of the date said Notice
of Exercise is delivered to the Company,  the Holder shall have surrendered this
Warrant  to the  Company  and the  Company  shall have  received  payment of the
aggregate  Exercise  Price of the shares  thereby  purchased by wire transfer or
cashier's check drawn on a United States bank.

      b)  Exercise  Price.  The  exercise  price of the Common  Stock under this
Warrant shall be $0.25, subject to adjustment hereunder (the "Exercise Price").

      c) Exercise  Limitations.  The Holder shall not have the right to exercise
any  portion  of this  Warrant to the extent  that after  giving  effect to such
issuance after exercise, the Holder (together with the Holder's affiliates),  as
set forth on the applicable Notice of Exercise, would beneficially own in excess
of 9.99% of the number of shares of the  Common  Stock  outstanding  immediately
after giving effect to such  issuance.  For purposes of the foregoing  sentence,
the number of shares of Common  Stock  beneficially  owned by the Holder and its
affiliates  shall  include the number of shares of Common  Stock  issuable  upon
exercise  of this  Warrant  with  respect  to which  the  determination  of such
sentence is being made,  but shall  exclude the number of shares of Common Stock
which would be issuable upon (A) exercise of the remaining, nonexercised portion
of this Warrant  beneficially  owned by the Holder or any of its  affiliates and
(B) exercise or conversion of the  unexercised  or  nonconverted  portion of any
other securities of the Company (including, without limitation, any other Shares
or Warrants) subject to a limitation on conversion or exercise  analogous to the
limitation  contained  herein  beneficially  owned by the  Holder  or any of its
affiliates.  Except as set forth in the preceding sentence, for purposes of this
Section 2(d),  beneficial  ownership  shall be  calculated  in  accordance  with
Section  13(d) of the  Exchange  Act, it being  acknowledged  by Holder that the
Company is not  representing  to Holder that such  calculation  is in compliance
with Section 13(d) of the Exchange Act and Holder is solely  responsible for any
schedules required to be filed in accordance  therewith.  To the extent that the
limitation  contained in this Section 2(c) applies, the determination of whether
this  Warrant is  exercisable  (in  relation  to other  securities  owned by the
Holder) and of which a portion of this  Warrant is  exercisable  shall be in the
sole discretion of such Holder, and the submission of a Notice of Exercise shall
be  deemed  to be  such  Holder's  determination  of  whether  this  Warrant  is
exercisable (in relation to other  securities owned by such Holder) and of which
portion of this Warrant is  exercisable,  in each case subject to such aggregate
percentage  limitation,  and the Company  shall have no  obligation to verify or
confirm the accuracy of such  determination.  For purposes of this Section 2(c),
in determining the number of outstanding  shares of Common Stock, the Holder may
rely on the number of outstanding shares of Common Stock as reflected in (x) the
Company's most recent Form 10-QSB or Form 10-KSB, as the case may be, (y) a more
recent public announcement by the Company or (z) any other notice by the Company
or the  Company's  Transfer  Agent  setting forth the number of shares of Common
Stock  outstanding.  Upon the written or oral request of the Holder, the Company
shall within two Trading  Days  confirm  orally and in writing to the Holder the
number of shares of Common Stock then  outstanding.  In any case,  the number of
outstanding  shares of Common Stock shall be  determined  after giving effect to
the conversion or exercise of securities of the Company, including this Warrant,
by the  Holder  or its  affiliates  since  the date as of which  such  number of
outstanding shares of Common Stock was reported.  The provisions of this Section
2(d) may be waived by the Holder upon,  at the election of the Holder,  not less
than 61 days' prior notice to the Company,  and the  provisions  of this Section
2(d)  shall  continue  to apply  until  such 61st day (or such  later  date,  as
determined by the Holder, as may be specified in such notice of waiver).

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<PAGE>

      d) Mechanics of Exercise.

            i.  Authorization of Warrant Shares.  The Company covenants that all
Warrant  Shares  which may be issued upon the  exercise of the  purchase  rights
represented  by  this  Warrant  will,  upon  exercise  of  the  purchase  rights
represented by this Warrant, be duly authorized,  validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).

            ii. Delivery of Certificates Upon Exercise.  Certificates for shares
purchased hereunder shall be transmitted by the transfer agent of the Company to
the Holder by  crediting  the  account of the  Holder's  prime  broker  with the
Depository  Trust  Company  through  its  Deposit  Withdrawal  Agent  Commission
("DWAC") system if the Company is a participant in such system, and otherwise by
physical  delivery  to the  address  specified  by the  Holder in the  Notice of
Exercise within 3 Trading Days from the delivery to the Company of the Notice of
Exercise Form,  surrender of this Warrant and payment of the aggregate  Exercise
Price as set forth above ("Warrant Share Delivery Date").  This Warrant shall be
deemed to have been  exercised on the date the Exercise Price is received by the
Company.  The Warrant Shares shall be deemed to have been issued,  and Holder or
any  other  person so  designated  to be named  therein  shall be deemed to have
become a holder of record of such  shares for all  purposes,  as of the date the
Warrant has been  exercised by payment to the Company of the Exercise  Price and
all  taxes  required  to be paid by the  Holder,  if any,  pursuant  to  Section
2(d)(vii) prior to the issuance of such shares, have been paid.

            iii.  Delivery of New Warrants Upon Exercise.  If this Warrant shall
have been exercised in part,  the Company shall,  at the time of delivery of the
certificate or certificates representing Warrant Shares, deliver to Holder a new
Warrant  evidencing  the rights of Holder to purchase  the  unpurchased  Warrant
Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.

            iv.  Rescission  Rights.  If the Company fails to cause its transfer
agent to transmit to the Holder a certificate or certificates  representing  the
Warrant Shares  pursuant to this Section  2(d)(iv) by the Warrant Share Delivery
Date, then the Holder will have the right to rescind such exercise.

            v. Compensation for Buy-In on Failure to Timely Deliver Certificates
Upon Exercise.  In addition to any other rights available to the Holder,  if the
Company  fails  to  cause  its  transfer  agent  to  transmit  to the  Holder  a
certificate  or  certificates  representing  the Warrant  Shares  pursuant to an
exercise on or before the Warrant Share  Delivery  Date,  and if after such date
the Holder is required by its broker to purchase (in an open market  transaction
or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
Holder of the Warrant  Shares which the Holder  anticipated  receiving upon such
exercise (a "Buy-In"),  then the Company shall (1) pay in cash to the Holder the
amount by which (x) the  Holder's  total  purchase  price  (including  brokerage
commissions, if any) for the shares of Common Stock so purchased exceeds (y) the
amount obtained by multiplying (A) the number of Warrant Shares that the Company
was required to deliver to the Holder in  connection  with the exercise at issue
times  (B) the  price  at which  the sell  order  giving  rise to such  purchase
obligation was executed,  and (2) at the option of the Holder,  either reinstate
the  portion of the Warrant and  equivalent  number of Warrant  Shares for which
such  exercise  was not honored or deliver to the Holder the number of shares of
Common Stock that would have been issued had the Company  timely  complied  with
its exercise  and delivery  obligations  hereunder.  For example,  if the Holder
purchases  Common  Stock  having a total  purchase  price of  $11,000 to cover a

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<PAGE>

Buy-In with respect to an  attempted  exercise of shares of Common Stock with an
aggregate sale price giving rise to such purchase  obligation of $10,000,  under
clause (1) of the immediately  preceding  sentence the Company shall be required
to pay the Holder  $1,000.  The Holder shall provide the Company  written notice
indicating the amounts payable to the Holder in respect of the Buy-In,  together
with applicable  confirmations  and other evidence  reasonably  requested by the
Company.  Nothing  herein  shall  limit a  Holder's  right to  pursue  any other
remedies  available  to it  hereunder,  at law or in equity  including,  without
limitation,  a decree of  specific  performance  and/or  injunctive  relief with
respect to the Company's  failure to timely  deliver  certificates  representing
shares of Common Stock upon exercise of the Warrant as required  pursuant to the
terms hereof.

            vi. No Fractional  Shares or Scrip.  No  fractional  shares or scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall pay a cash  adjustment  in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

            vii.  Charges,  Taxes and  Expenses.  Issuance of  certificates  for
Warrant  Shares  shall be made  without  charge to the  Holder  for any issue or
transfer  tax or other  incidental  expense in respect of the  issuance  of such
certificate,  all of which taxes and expenses shall be paid by the Company,  and
such  certificates  shall be issued in the name of the Holder or in such name or
names as may be  directed by the Holder;  provided,  however,  that in the event
certificates  for Warrant  Shares are to be issued in a name other than the name
of the Holder,  this Warrant when  surrendered for exercise shall be accompanied
by the  Assignment  Form attached  hereto duly  executed by the Holder;  and the
Company may require, as a condition thereto,  the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.

            viii.  Closing of Books.  The Company will not close its stockholder
books or records in any  manner  which  prevents  the  timely  exercise  of this
Warrant, pursuant to the terms hereof.

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<PAGE>

      e) Call  Provision.  Subject to the  provisions of this Section 2(e),  the
Company  may  call  for  cancellation  all or any  portion  of this  Warrant  in
accordance with the following:

      i.    one-third of this Warrant  shall be callable by the Company when the
            Common  Stock's  closing bid price is at or above $0.50 for five (5)
            consecutive Trading Days;

      ii.   one-third of this Warrant  shall be callable by the Company when the
            Common  Stock's  closing bid price is at or above $0.75 for five (5)
            consecutive Trading Days; and

      iii.  one-third of this Warrant  shall be callable by the Company when the
            Common  Stock's  closing bid price is at or above $1.00 for five (5)
            consecutive Trading Days (such right, a "Call").

      The closing bid prices of $0.50,  $0.75 and $1.00 as set forth in Sections
2(e)i,  ii and iii are  hereinafter  collectively  referred to as the "Threshold
Prices".  All Common  Stock  issuable  upon  exercise  of this  Warrant  must be
registered  pursuant to the  Registration  Rights  Agreement (the  "Registration
Rights Agreement"), dated February 3, 2005, among the Company and the purchasers
signatory thereto, before the Company can elect to call for the exercise of this
Warrant.  To exercise  this right,  the  Company  must  deliver to the Holder an
irrevocable written notice (a "Call Notice"),  indicating therein the portion of
unexercised  portion  of this  Warrant  to which  such  notice  applies.  If the
conditions  set forth below for such Call are satisfied from the period from the
date of the Call Notice through and including the Call Date (as defined  below),
then any portion of this Warrant  subject to such Call Notice for which a Notice
of Exercise  shall not have been  received by the Call Date will be cancelled at
6:30 p.m.  (New York City time) on the tenth Trading Day after the date the Call
Notice is received by the Holder (such date,  the "Call Date").  Notwithstanding
the foregoing, the Company may not exercise a Call right to the extent, but only
to the extent,  that the  exercise of the portion of this  Warrant  subject to a
Call Notice prior to the Call Date would violate the provisions of Section 2(c).
Any  unexercised  portion  of this  Warrant  to which the Call  Notice  does not
pertain will be  unaffected by such Call Notice.  In  furtherance  thereof,  the
Company  covenants  and agrees that it will honor all  Notices of Exercise  with
respect to Warrant  Shares  subject to a Call Notice that are  tendered  through
6:30 p.m.  (New York City time) on the Call  Date.  The  parties  agree that any
Notice of Exercise delivered  following a Call Notice shall first reduce to zero
the number of Warrant  Shares  subject to such Call Notice prior to reducing the
remaining Warrant Shares available for purchase under this Warrant. For example,
if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a
Call Notice pertains to 75 Warrant Shares,  and (z) prior to 6:30 p.m. (New York
City time) on the Call Date the Holder  tenders a Notice of  Exercise in respect
of 50 Warrant Shares,  then (1) on the Call Date the right under this Warrant to
acquire 25 Warrant Shares will be automatically  cancelled,  (2) the Company, in
the time and manner required under this Warrant,  will have issued and delivered
to the Holder 50 Warrant Shares in respect of the exercises following receipt of
the Call Notice,  and (3) the Holder may, until the Termination  Date,  exercise
this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and
subject to subsequent  Call  Notices).  Subject again to the  provisions of this
Section 2(e), the Company may deliver subsequent Call Notices for any portion of
this Warrant for which the Holder shall not have delivered a Notice of Exercise.
Notwithstanding  anything to the contrary set forth in this Warrant, the Company
may not deliver a Call Notice or require the  cancellation  of this Warrant (and
any  Call  Notice  will  be  void),  unless,  from  the  beginning  of the  30th
consecutive Trading Days used to determine whether the Common Stock has achieved
the Threshold  Prices  through the Call Date, (i) the Company shall have honored
in accordance  with the terms of this Warrant all Notices of Exercise  delivered
by 6:30 p.m.  (New  York  City  time) on the Call  Date,  (ii) the  Registration
Statement  shall  be  effective  as to all  Warrant  Shares  and the  prospectus
thereunder  available  for use by the Holder for the resale of all such  Warrant
Shares and (iii) the Common  Stock  shall be listed or quoted for trading on the
Trading  Market.  The  Company's  right to Call the Warrant  shall be  exercised
ratably  among the Holders  based on each  Holder's  initial  purchase of Common
Stock pursuant to the Purchase Agreement.

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<PAGE>

      Section 3. Certain Adjustments.

      a) Stock  Dividends  and Splits.  If the  Company,  at any time while this
Warrant  is  outstanding:  (A)  pays  a  stock  dividend  or  otherwise  make  a
distribution or  distributions on shares of its Common Stock or any other equity
or equity equivalent  securities  payable in shares of Common Stock (which,  for
avoidance  of doubt,  shall not include any shares of Common Stock issued by the
Company pursuant to this Warrant),  (B) subdivides  outstanding shares of Common
Stock into a larger number of shares, (C) combines  (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares,
or (D) issues by  reclassification  of shares of the Common  Stock any shares of
capital  stock of the  Company,  then in each case the  Exercise  Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock (excluding  treasury shares, if any) outstanding  before such event
and of which the  denominator  shall be the  number  of  shares of Common  Stock
outstanding  after such event and the number of shares issuable upon exercise of
this Warrant shall be proportionately  adjusted. Any adjustment made pursuant to
this Section 3(a) shall become effective  immediately  after the record date for
the  determination  of  stockholders   entitled  to  receive  such  dividend  or
distribution and shall become effective  immediately after the effective date in
the case of a subdivision, combination or re-classification.

      b) Subsequent Equity Sales. If the Company or any Subsidiary  thereof,  as
applicable,  at any time while this Warrant is outstanding,  shall offer,  sell,
grant any option to  purchase  or offer,  sell or grant any right to reprice its
securities, 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"),
as  adjusted  hereunder  (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 is 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),
then,  the Exercise Price shall be 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.  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,  indicating
therein the applicable  issuance price, or of 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(b),  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.

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<PAGE>

      c) Pro  Rata  Distributions.  If the  Company,  at any  time  prior to the
Termination  Date,  shall  distribute to all holders of Common Stock (and not to
Holders of the Warrants)  evidences of its  indebtedness  or assets or rights or
warrants to subscribe  for or purchase any security  other than the Common Stock
(which  shall be subject to Section  3(b)),  then in each such case the Exercise
Price shall be adjusted by multiplying the Exercise Price in effect  immediately
prior to the record date fixed for  determination  of  stockholders  entitled to
receive such  distribution by a fraction of which the  denominator  shall be the
VWAP  determined  as of the  record  date  mentioned  above,  and of  which  the
numerator  shall be such VWAP on such  record  date less the then per share fair
market  value at such  record  date of the portion of such assets or evidence of
indebtedness so distributed  applicable to one  outstanding  share of the Common
Stock as determined by the Board of Directors in good faith.  In either case the
adjustments  shall be  described  in a statement  provided to the Holders of the
portion  of  assets  or  evidences  of   indebtedness  so  distributed  or  such
subscription  rights  applicable to one share of Common Stock.  Such  adjustment
shall be made whenever any such  distribution is made and shall become effective
immediately after the record date mentioned above.

      d)  Fundamental  Transaction.  If,  at any  time  while  this  Warrant  is
outstanding,  (A) the Company effects any merger or consolidation of the Company
with  or into  another  Person,  (B)  the  Company  effects  any  sale of all or
substantially all of its assets in one or a series of related transactions,  (C)
any tender offer or exchange offer (whether by the Company or another Person) is
completed  pursuant to which  holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (D) the Company
effects  any  reclassification  of the  Common  Stock  or any  compulsory  share
exchange  pursuant to which the Common Stock is  effectively  converted  into or
exchanged  for  other  securities,  cash  or  property  (in  any  such  case,  a
"Fundamental  Transaction"),  then,  upon  any  subsequent  conversion  of  this
Warrant, the Holder shall have the right to receive, for each Warrant Share that
would have been issuable upon such exercise absent such Fundamental Transaction.
The  terms of any  agreement  pursuant  to which a  Fundamental  Transaction  is
effected shall include terms requiring any such successor or surviving entity to
comply with the  provisions  of this Section 3(d) and insuring that this Warrant
(or  any  such  replacement  security)  will  be  similarly  adjusted  upon  any
subsequent transaction analogous to a Fundamental Transaction.  The terms of any
agreement pursuant to which a Fundamental  Transaction is effected shall include
terms  requiring  any such  successor  or  surviving  entity to comply  with the
provisions  of this  Section  3(d) and  insuring  that this Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.

                                       7
<PAGE>

      e)  Exempt  Issuance.   Notwithstanding  the  foregoing,  no  adjustments,
Alternate  Consideration  nor notices  shall be made,  paid or issued under this
Section 3 in respect of an Exempt Issuance.

      f) Calculations.  All  calculations  under this Section 3 shall be made to
the  nearest  cent or the  nearest  1/100th of a share,  as the case may be. The
number of shares of Common Stock outstanding at any given time shall not include
shares of Common Stock owned or held by or for the account of the  Company,  and
the  description of any such shares of Common Stock shall be considered on issue
or sale of Common Stock. For purposes of this Section 3, the number of shares of
Common Stock deemed to be issued and outstanding as of a given date shall be the
sum of the number of shares of Common Stock (excluding  treasury shares, if any)
issued and outstanding.

      g) Voluntary Adjustment By Company. The Company may at any time during the
term of this Warrant  reduce the then current  Exercise  Price to any amount and
for any  period of time  deemed  appropriate  by the Board of  Directors  of the
Company.

      h) Notice to Holders.

      i.    Adjustment  to  Exercise  Price.  Whenever  the  Exercise  Price  is
            adjusted pursuant to this Section 3, the Company shall promptly mail
            to each Holder a notice  setting forth the Exercise Price after such
            adjustment  and  setting  forth  a  brief  statement  of  the  facts
            requiring such adjustment.

      ii.   Notice to Allow Exercise by Holder. If (A) the Company shall declare
            a dividend (or any other  distribution) on the Common Stock; (B) the
            Company shall declare a special  nonrecurring  cash dividend on or a
            redemption of the Common Stock;  (C) the Company shall authorize the
            granting  to all holders of the Common  Stock  rights or warrants to
            subscribe  for or purchase any shares of capital  stock of any class
            or of any  rights;  (D)  the  approval  of any  stockholders  of the
            Company shall be required in connection with any reclassification of
            the Common Stock,  any  consolidation or merger to which the Company
            is a party, any sale or transfer of all or substantially  all of the
            assets of the Company,  of any compulsory share exchange whereby the
            Common Stock is converted into other  securities,  cash or property;
            (E)  the  Company  shall  authorize  the  voluntary  or  involuntary
            dissolution,  liquidation  or  winding  up of  the  affairs  of  the
            Company; then, in each case, the Company shall cause to be mailed to
            the Holder at its last addresses as it shall appear upon the Warrant
            Register  of the  Company,  at least 20  calendar  days prior to the
            applicable record or effective date hereinafter  specified, a notice
            stating  (x) the  date on  which a  record  is to be  taken  for the
            purpose  of  such  dividend,  distribution,  redemption,  rights  or
            warrants,  or if a record is not to be  taken,  the date as of which
            the  holders of the Common  Stock of record to be  entitled  to such
            dividend,  distributions,  redemption,  rights or warrants are to be
            determined   or  (y)  the  date  on  which  such   reclassification,
            consolidation,  merger, sale, transfer or share exchange is expected
            to  become  effective  or  close,  and the  date as of  which  it is
            expected  that  holders  of the  Common  Stock  of  record  shall be
            entitled  to  exchange   their   shares  of  the  Common  Stock  for
            securities,   cash  or  other   property   deliverable   upon   such
            reclassification,  consolidation,  merger,  sale,  transfer or share
            exchange;  provided,  that the  failure  to mail such  notice or any
            defect  therein  or in the  mailing  thereof  shall not  affect  the
            validity of the  corporate  action  required to be specified in such
            notice.  The Holder is entitled to exercise this Warrant  during the
            20-day  period  commencing  the date of such notice to the effective
            date of the event triggering such notice.

                                       8
<PAGE>

      Section 4. Transfer of Warrant.

      a) Transferability.  Subject to compliance with any applicable  securities
laws and the  conditions  set forth in Sections  5(a) and 4(d) hereof and to the
provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights
hereunder are transferable,  in whole or in part, upon surrender of this Warrant
at the principal  office of the Company,  together with a written  assignment of
this Warrant  substantially  in the form  attached  hereto duly  executed by the
Holder or its agent or attorney and funds  sufficient to pay any transfer  taxes
payable upon the making of such transfer.  Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in
the name of the assignee or assignees and in the  denomination or  denominations
specified in such  instrument of  assignment,  and shall issue to the assignor a
new Warrant  evidencing  the portion of this Warrant not so  assigned,  and this
Warrant shall promptly be cancelled.  A Warrant,  if properly  assigned,  may be
exercised by a new holder for the purchase of Warrant  Shares  without  having a
new Warrant issued.

      b) New  Warrants.  This  Warrant  may be  divided or  combined  with other
Warrants  upon  presentation  hereof at the  aforesaid  office  of the  Company,
together with a written notice  specifying the names and  denominations in which
new  Warrants  are to be issued,  signed by the Holder or its agent or attorney.
Subject  to  compliance  with  Section  4(a),  as to any  transfer  which may be
involved in such division or combination,  the Company shall execute and deliver
a new Warrant or Warrants in exchange  for the Warrant or Warrants to be divided
or combined in accordance with such notice.

      c) Warrant Register. 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 Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the
purpose of any exercise hereof or any  distribution  to the Holder,  and for all
other purposes, absent actual notice to the contrary.

                                       9
<PAGE>

      d) Transfer Restrictions. If, at the time of the surrender of this Warrant
in connection  with any transfer of this  Warrant,  the transfer of this Warrant
shall not be registered  pursuant to an effective  registration  statement under
the Securities Act and under  applicable  state securities or blue sky laws, the
Company may  require,  as a condition  of allowing  such  transfer  (i) that the
Holder or transferee of this Warrant, as the case may be, furnish to the Company
a written  opinion of counsel  (which  opinion  shall be in form,  substance and
scope  customary  for  opinions of counsel in  comparable  transactions)  to the
effect that such transfer may be made without  registration under the Securities
Act and under applicable state securities or blue sky laws, (ii) that the holder
or transferee  execute and deliver to the Company an  investment  letter in form
and  substance  acceptable  to the Company and (iii) that the  transferee  be an
"accredited investor" as defined in Rule 501(a)(1),  (a)(2),  (a)(3), (a)(7), or
(a)(8) promulgated under the Securities Act or a qualified  institutional  buyer
as defined in Rule 144A(a) under the Securities Act.

      Section 5. Miscellaneous.

      a) Title  to  Warrant.  Prior  to the  Termination  Date  and  subject  to
compliance with applicable laws and Section 4 of this Warrant,  this Warrant and
all rights  hereunder  are  transferable,  in whole or in part, at the office or
agency of the  Company by the Holder in person or by duly  authorized  attorney,
upon surrender of this Warrant  together with the Assignment Form annexed hereto
properly  endorsed.  The transferee shall sign an investment  letter in form and
substance reasonably satisfactory to the Company.

      b) No Rights as Shareholder Until Exercise.  This Warrant does not entitle
the Holder to any voting rights or other rights as a shareholder  of the Company
prior to the exercise hereof. Upon the surrender of this Warrant and the payment
of the  aggregate  Exercise  Price  (or by means of a  cashless  exercise),  the
Warrant  Shares so purchased  shall be and be deemed to be issued to such Holder
as the record  owner of such  shares as of the close of business on the later of
the date of such surrender or payment.

      c)  Loss,  Theft,  Destruction  or  Mutilation  of  Warrant.  The  Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which, in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

      d) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

                                       10
<PAGE>

      e) Authorized Shares.

            The Company  hereby  represents  and  warrants  that there have been
reserved,  and the Company shall at all  applicable  times keep  reserved  until
issued  (if  necessary)  as  contemplated  by  this  Section  5(e),  out  of the
authorized and unissued shares of Common Stock, sufficient shares to provide for
the exercise of the rights of purchase  represented by this Warrant. The Company
further  covenants  that its  issuance of this  Warrant  shall  constitute  full
authority  to its  officers  who are charged  with the duty of  executing  stock
certificates  to execute and issue the  necessary  certificates  for the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The Company
will take all such  reasonable  action as may be  necessary  to assure that such
Warrant  Shares  may be issued  as  provided  herein  without  violation  of any
applicable law or regulation,  or of any requirements of the Trading Market upon
which the Common Stock may be listed.

            Except and to the extent as waived or  consented  to by the  Holder,
the Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  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,  but will at all times in good  faith  assist in the
carrying  out of all such terms and in the taking of all such  actions as may be
necessary  or  appropriate  to protect the rights of Holder as set forth in this
Warrant against  impairment.  Without  limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant  Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value,  (b) take all such action as may be necessary or appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
Warrant  Shares upon the  exercise  of this  Warrant,  and (c) use  commercially
reasonable  efforts to obtain all such  authorizations,  exemptions  or consents
from any public regulatory body having jurisdiction  thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

            Before  taking any action which would result in an adjustment in the
number of  Warrant  Shares  for which  this  Warrant  is  exercisable  or in the
Exercise Price, the Company shall obtain all such  authorizations  or exemptions
thereof,  or consents  thereto,  as may be necessary from any public  regulatory
body or bodies having jurisdiction thereof.

      f)  Jurisdiction.  All questions  concerning the  construction,  validity,
enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.

      g) Restrictions.  The Holder acknowledges that the Warrant Shares acquired
upon the exercise of this Warrant,  if not  registered,  will have  restrictions
upon resale imposed by state and federal securities laws.

      h) Nonwaiver and Expenses. No course of dealing or any delay or failure to
exercise any right  hereunder on the part of Holder shall operate as a waiver of
such  right  or  otherwise  prejudice  Holder's  rights,   powers  or  remedies,
notwithstanding  the fact that all rights hereunder terminate on the Termination
Date. If the Company  willfully and knowingly fails to comply with any provision
of this  Warrant,  which  results in any  material  damages to the  Holder,  the
Company  shall pay to Holder such  amounts as shall be  sufficient  to cover any
costs and expenses  including,  but not limited to, reasonable  attorneys' fees,
including those of appellate  proceedings,  incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights,  powers
or remedies hereunder.

                                       11
<PAGE>

      i) Notices. Any notice, request or other document required or permitted to
be given or  delivered  to the  Holder  by the  Company  shall be  delivered  in
accordance with the notice provisions of the Purchase Agreement.

      j)  Limitation of Liability.  No provision  hereof,  in the absence of any
affirmative  action by Holder to  exercise  this  Warrant  or  purchase  Warrant
Shares, and no enumeration  herein of the rights or privileges of Holder,  shall
give rise to any liability of Holder for the purchase  price of any Common Stock
or as a stockholder  of the Company,  whether such  liability is asserted by the
Company or by creditors of the Company.

      k) Remedies.  Holder, in addition to being entitled to exercise all rights
granted by law,  including  recovery  of  damages,  will be entitled to specific
performance  of its rights under this Warrant.  The Company agrees that monetary
damages would not be adequate  compensation for any loss incurred by reason of a
breach by it of the  provisions  of this Warrant and hereby  agrees to waive the
defense  in any action for  specific  performance  that a remedy at law would be
adequate.

      l) Successors and Assigns.  Subject to applicable  securities  laws,  this
Warrant  and the rights and  obligations  evidenced  hereby  shall  inure to the
benefit of and be binding upon the  successors of the Company and the successors
and permitted assigns of Holder.  The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.

      m)  Amendment.  This Warrant may be modified or amended or the  provisions
hereof waived with the written consent of the Company and the Holder.

      n) Severability.  Wherever possible,  each provision of this Warrant shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision of this Warrant  shall be  prohibited  by or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.

      o) Headings.  The headings used in this Warrant are for the convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.

                              ********************


                                       12
<PAGE>

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

Dated:  February 3, 2005

                              ACIES CORPORATION

                              By:/s/ Oleg Firer
                                 ---------------------------------------------
                                 Name: Oleg Firer
                                 Title: President and Chief Executive Officer


                                       13
<PAGE>

                               NOTICE OF EXERCISE

To:      ACIES CORPORATION

      (1)______The undersigned hereby elects to purchase ________ Warrant Shares
of the Company  pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders  herewith payment of the exercise price in full,  together
with all applicable transfer taxes, if any.

      (2)______Payment shall take the form of (check applicable box):

                           [  ] in lawful money of the United States; or

                           [ ] the cancellation of such number of Warrant Shares
                           as is necessary, in accordance with the formula set
                           forth in subsection 2(c), to exercise this Warrant
                           with respect to the maximum number of Warrant Shares
                           purchasable pursuant to the cashless exercise
                           procedure set forth in subsection 2(c).

      (3)______Please  issue a certificate  or  certificates  representing  said
Warrant  Shares  in the  name of the  undersigned  or in such  other  name as is
specified below:

                    ----------------------------------------

The Warrant Shares shall be delivered to the following:

                    ----------------------------------------
                    ----------------------------------------
                    ----------------------------------------

      (4) Accredited  Investor.  The undersigned is an "accredited  investor" as
defined  in  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended.

                              [SIGNATURE OF HOLDER]

Name of Investing Entity: ______________________________________________________
Signature of Authorized Signatory of Investing Entity: _________________________
Name of Authorized Signatory: __________________________________________________
Title of Authorized Signatory: _________________________________________________
Date: __________________________________________________________________________


                                       14
<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.

                 Do not use this form to exercise the warrant.)

      FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to

_______________________________________________ whose address is

---------------------------------------------------------------.

---------------------------------------------------------------

                                                 Dated:  ______________, _______


                Holder's Signature:       _____________________________

                Holder's Address:         _____________________________

                                          -----------------------------

Signature Guaranteed:  ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.