**THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
        ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.**
 
 PLACEMENT
        AGENT SERIES E WARRANT
 
 TO
        PURCHASE SHARES OF COMMON STOCK OF INTERLINK GLOBAL CORP.
 
 **Warrant
                  Number**
              2006-PA-E-001**Issue
                  Date**
              February
                  28, 2006**Expiration
                  Date**
              February
                  28, 2011**Name
                  of Warrant Holder**
              Midtown
                  Partners & Co., LLC**Right
                  to Purchase the following number of shares**
              85,000**Purchase
                  Price per Share**
              $1.50
 
 FOR
        VALUE
        RECEIVED, the undersigned, Interlink Global Corp., a Nevada corporation
        (together with its successors and assigns, the “ Issuer ”),
        hereby certifies that the individual or entity identified above, or its
        registered assigns is entitled to subscribe for and purchase, during the
        Term
        (as hereinafter defined), up to the number of shares set forth above (subject
        to
        adjustment as hereinafter provided) of the duly authorized, validly issued,
        fully paid and non-assessable Common Stock of the Issuer, at an exercise
        price
        per share equal to the Warrant Price then in effect, subject, however, to
        the
        provisions and upon the terms and conditions hereinafter set forth. Capitalized
        terms used in this Warrant and not otherwise defined herein shall have the
        respective meanings specified in Section 9 hereof.
 
 1.  Term .
        The
        term of this Warrant shall commence on the “Date of Issuance” set forth above
        and shall expire at 6:00 p.m., eastern time, on the “Date of Expiration: set for
        above (such period being the “ Term ”).
 
 2.  Method
        of Exercise; Payment; Issuance of New Warrant; Transfer and
        Exchange .
 
 (a)  Time
        of Exercise .
        The
        purchase rights represented by this Warrant may be exercised in whole or
        in part
        during the Term.
  Page
            1
  **THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
        ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.**
 
 PLACEMENT
        AGENT SERIES E WARRANT
 
 TO
        PURCHASE SHARES OF COMMON STOCK OF INTERLINK GLOBAL CORP.
 
 **Warrant
                  Number**
              
              2006-PA-E-002**Issue
                  Date**
              
              February
                  28, 2006**Expiration
                  Date**
              
              February
                  28, 2011**Name
                  of Warrant Holder**
              
              Bob
                  Christian**Right
                  to Purchase the following number of shares**
              
              28,333**Purchase
                  Price per Share**
              
              $1.50
 
 FOR
        VALUE
        RECEIVED, the undersigned, Interlink Global Corp., a Nevada corporation
        (together with its successors and assigns, the “ Issuer ”),
        hereby certifies that the individual or entity identified above, or its
        registered assigns is entitled to subscribe for and purchase, during the
        Term
        (as hereinafter defined), up to the number of shares set forth above (subject
        to
        adjustment as hereinafter provided) of the duly authorized, validly issued,
        fully paid and non-assessable Common Stock of the Issuer, at an exercise
        price
        per share equal to the Warrant Price then in effect, subject, however, to
        the
        provisions and upon the terms and conditions hereinafter set forth. Capitalized
        terms used in this Warrant and not otherwise defined herein shall have the
        respective meanings specified in Section 9 hereof.
 
 1.  Term .
        The
        term of this Warrant shall commence on the “Date of Issuance” set forth above
        and shall expire at 6:00 p.m., eastern time, on the “Date of Expiration: set for
        above (such period being the “ Term ”).
 
 2.  Method
        of Exercise; Payment; Issuance of New Warrant; Transfer and
        Exchange .
 
 (a)  Time
        of Exercise .
        The
        purchase rights represented by this Warrant may be exercised in whole or
        in part
        during the Term.
  Page
            2
  (b)  Method
        of Exercise .
        The
        Holder hereof may exercise this Warrant, in whole or in part, by the surrender
        of this Warrant (with the exercise form attached hereto duly executed) at
        the
        principal office of the Issuer, and by the payment to the Issuer of an amount
        of
        consideration therefor equal to the Warrant Price in effect on the date of
        such
        exercise multiplied by the number of shares of Warrant Stock with respect
        to
        which this Warrant is then being exercised, payable at such Holder’s election
        (i) by certified or official bank check or by
        wire
        transfer to an account designated by the Issuer, (ii) by
“cashless exercise” in accordance with the provisions of subsection (c) of this
        Section 2, but only when a registration statement under the Securities Act
        providing for the resale of the Warrant Stock is not then in effect, or (iii)
        by
        a combination of the foregoing methods of payment selected by the Holder
        of this
        Warrant.
 
 (c)  Cashless
        Exercise .
        Notwithstanding any provisions herein to the contrary, the Holder may exercise
        this Warrant by a cashless exercise and shall receive the number of shares
        of
        Common Stock equal to an amount (as determined below) by surrender of this
        Warrant at the principal office of the Issuer together with the properly
        endorsed Notice of Exercise in which event the Issuer shall issue to the
        Holder
        a number of shares of Common Stock computed using the following
        formula:
 
 X
        = Y - (A)(Y)
 B
 
 Where
              X
                  =
              the
                  number of shares of Common Stock to be issued to the
                  Holder.
 
 Y
                  =
              the
                  number of shares of Common Stock purchasable upon exercise of all
                  of the
                  Warrant or, if only a portion of the Warrant is being exercised,
                  the
                  portion of the Warrant being exercised.
 
 A
                  =
              the
                  Warrant Price.  B =
              the Per Share Market Value of one
                share of
                Common Stock.
 
 (d)  Issuance
        of Stock Certificates .
        In the
        event of any exercise of this Warrant in accordance with and subject to the
        terms and conditions hereof, (i) certificates for the shares of Warrant Stock
        so
        purchased shall be dated the date of the issuance by the transfer agent and
        delivered to the Holder hereof within a reasonable time, not exceeding three
        (3)
        Trading Days after such exercise (the “ Delivery
        Date ”)
        or, at
        the request of the Holder (provided that a registration statement under the
        Securities Act providing for the resale of the Warrant Stock is then in effect),
        issued and delivered to the Depository Trust Company (“ DTC ”)
        account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
        System (“ DWAC ”)
        within
        a reasonable time, not exceeding three (3) Trading Days after such exercise,
        and
        the Holder hereof shall be deemed for all purposes to be the holder of the
        shares of Warrant Stock so purchased as of the date of such exercise and
        (ii)
        unless this Warrant has expired, a new Warrant representing the number of
        shares
        of Warrant Stock, if any, with respect to which this Warrant shall not then
        have
        been exercised (less any amount thereof which shall have been canceled in
        payment or partial payment of the Warrant Price as hereinabove provided)
        shall
        also be issued to the Holder hereof at the Issuer’s expense within such
        time.
  Page
            3
 
 (e)  Compensation
        for Buy-In on Failure to Timely Deliver Certificates Upon
        Exercise .
        In
        addition to any other rights available to the Holder, if the Issuer fails
        to
        cause its transfer agent to transmit to the Holder a certificate or certificates
        representing the Warrant Stock pursuant to an exercise on or before the 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 Stock which the Holder
        anticipated receiving upon such exercise (a “ Buy-In” ),
        then
        the Issuer 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 shares of Warrant Stock that the Issuer 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 shares of Warrant Stock 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 Issuer 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
        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 Issuer shall be required
        to
        pay the Holder $1,000. The Holder shall provide the Issuer 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
        Issuer. 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
        Issuer’s failure to timely deliver certificates representing shares of Common
        Stock upon exercise of this Warrant as required pursuant to the terms
        hereof.
  (f)  Transferability
        of Warrant .
        Subject
        to Section 2(h), this Warrant may be transferred by a Holder without the
        consent
        of the Issuer. However, the Holder shall give written notice of such assignment
        of such transfer to the Issuer within three (3) business days of such transfer.
        If transferred pursuant to this paragraph, this Warrant may be transferred
        on
        the books of the Issuer by the Holder hereof in person or by duly authorized
        attorney, upon surrender of this Warrant at the principal office of the Issuer,
        properly endorsed (by the Holder executing an assignment in the form attached
        hereto) and upon payment of any necessary transfer tax or other governmental
        charge imposed upon such transfer. This Warrant is exchangeable at the principal
        office of the Issuer for Warrants to purchase the same aggregate number of
        shares of Warrant Stock, each new Warrant to represent the right to purchase
        such number of shares of Warrant Stock as the Holder hereof shall designate
        at
        the time of such exchange. All Warrants issued on transfers or exchanges
        shall
        be dated the Original Issue Date and shall be identical with this Warrant
        except
        as to the number of shares of Warrant Stock issuable pursuant
        thereto.
 
 (g)  Continuing
        Rights of Holder .
        The
        Issuer will, at the time of or at any time after each exercise of this Warrant,
        upon the request of the Holder hereof, acknowledge in writing the extent,
        if
        any, of its continuing obligation to afford to such Holder all rights to
        which
        such Holder shall continue to be entitled after such exercise in accordance
        with
        the terms of this Warrant, provided that if
        any such Holder shall fail to make any such request, the failure shall not
        affect the continuing obligation of the Issuer to afford such rights to such
        Holder.
  Page
            4
 
 (h)  Compliance
        with Securities Laws.
 
 (i)  The
        Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
        and
        the shares of Warrant Stock to be issued upon exercise hereof are being acquired
        solely for the Holder’s own account and not as a nominee for any other party,
        and for investment, and that the Holder will not offer, sell or otherwise
        dispose of this Warrant or any shares of Warrant Stock to be issued upon
        exercise hereof except pursuant to an effective registration statement, or
        an
        exemption from registration, under the Securities Act and any applicable
        state
        securities laws.
 
 (ii)  Except
        as
        provided in paragraph (iii) below, this Warrant and all certificates
        representing shares of Warrant Stock issued upon exercise hereof shall be
        stamped or imprinted with a legend in substantially the following
        form:
 
 THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.
 
 (iii)  The
        Issuer agrees to reissue this Warrant or certificates representing any of
        the
        Warrant Stock, without the legend set forth above if at such time, prior
        to
        making any transfer of any such securities, the Holder shall give written
        notice
        to the Issuer describing the manner and terms of such transfer. Such proposed
        transfer will not be effected until: (a) either (i) the Issuer has received
        an
        opinion of counsel reasonably satisfactory to the Issuer, to the effect that
        the
        registration of such securities under the Securities Act is not required
        in
        connection with such proposed transfer, (ii) a registration statement under
        the
        Securities Act covering such proposed disposition has been filed by the Issuer
        with the Securities and Exchange Commission and has become effective under
        the
        Securities Act, (iii) the Issuer has received other evidence reasonably
        satisfactory to the Issuer that such registration and qualification under
        the
        Securities Act and state securities laws are not required, or (iv) the Holder
        provides the Issuer with reasonable assurances that such security can be
        sold
        pursuant to Rule 144 under the Securities Act; and (b) either (i) the Issuer
        has
        received an opinion of counsel reasonably satisfactory to the Issuer, to
        the
        effect that registration or qualification under the securities or “blue sky”
laws of any state is not required in connection with such proposed disposition,
        or (ii) compliance with applicable state securities or “blue sky” laws has been
        effected or a valid exemption exists with respect thereto. The Issuer will
        respond to any such notice from a holder within three (3) business days.
        In the
        case of any proposed transfer under this Section 2(h), the Issuer will use
        reasonable efforts to comply with any such applicable state securities or
“blue
        sky” laws, but shall in no event be required, (x) to qualify to do business in
        any state where it is not then qualified, (y) to take any action that would
        subject it to tax or to the general service of process in any state where
        it is
        not then subject, or (z) to comply with state securities or “blue sky” laws of
        any state for which registration by coordination is unavailable to the Issuer.
        The restrictions on transfer contained in this Section 2(h) shall be in addition
        to, and not by way of limitation of, any other restrictions on transfer
        contained in any other section of this Warrant. W henever
        a
        certificate representing the Warrant Stock is required to be issued to a
        the
        Holder without a legend, in lieu of delivering physical certificates
        representing the Warrant Stock, provided the Issuer’s transfer agent is
        participating in the DTC Fast Automated Securities Transfer program, the
        Issuer
        shall use its reasonable best efforts to cause its transfer agent to
        electronically transmit the Warrant Stock to the Holder by crediting the
        account
        of the Holder’s Prime Broker with DTC through its DWAC system (to the extent not
        inconsistent with any provisions of this Warrant or the Purchase
        Agreement).
  Page
            5
 
 (i)  In
        no
        event may the Holder exercise this Warrant in whole or in part unless the
        Holder
        is an “accredited investor” as defined in Regulation D under the Securities Act.
 
 3.  Stock
        Fully Paid; Reservation and Listing of Shares; Covenants .
 
 (a)  Stock
        Fully Paid .
        The
        Issuer represents, warrants, covenants and agrees that all shares of Warrant
        Stock which may be issued upon the exercise of this Warrant or otherwise
        hereunder will, when issued in accordance with the terms of this Warrant,
        be
        duly authorized, validly issued, fully paid and nonassessable and free from
        all
        taxes, liens and charges created by or through the Issuer. The Issuer further
        covenants and agrees that during the period within which this Warrant may
        be
        exercised, the Issuer will at all times have authorized and reserved for
        the
        purpose of issuance upon exercise of this Warrant a number of shares of Common
        Stock equal to at least one hundred twenty percent (120%) of the aggregate
        number of shares of Common Stock to provide for the exercise of this
        Warrant.
 
 (b)  Reservation .
        If any
        shares of Common Stock required to be reserved for issuance upon exercise
        of
        this Warrant or as otherwise provided hereunder require registration or
        qualification with any governmental authority under any federal or state
        law
        before such shares may be so issued, the Issuer will in good faith use its
        best
        efforts as expeditiously as possible at its expense to cause such shares
        to be
        duly registered or qualified. If the Issuer shall list any shares of Common
        Stock on any securities exchange or market it will, at its expense, list
        thereon, maintain and increase when necessary such listing, of, all shares
        of
        Warrant Stock from time to time issued upon exercise of this Warrant or as
        otherwise provided hereunder (provided that such Warrant Stock has been
        registered pursuant to a registration statement under the Securities Act
        then in
        effect), and, to the extent permissible under the applicable securities exchange
        rules, all unissued shares of Warrant Stock which are at any time issuable
        hereunder, so long as any shares of Common Stock shall be so listed. The
        Issuer
        will also so list on each securities exchange or market, and will maintain
        such
        listing of, any other securities which the Holder of this Warrant shall be
        entitled to receive upon the exercise of this Warrant if at the time any
        securities of the same class shall be listed on such securities exchange
        or
        market by the Issuer.
  Page
            6
 
 (c)  Covenants .
        The
        Issuer shall not by any action including, without limitation, amending the
        Articles of Incorporation or the by-laws of the Issuer, or through any
        reorganization, transfer of assets, consolidation, merger, dissolution, issue
        or
        sale of securities or any other 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 the Holder
        hereof against dilution (to the extent specifically provided herein) or
        impairment. Without limiting the generality of the foregoing, the Issuer
        will
        (i) not permit the par value, if any, of its Common Stock to exceed the then
        effective Warrant Price, (ii) not amend or modify any provision of the Articles
        of Incorporation or by-laws of the Issuer in any manner that would adversely
        affect the rights of the Holders of the Warrants, (iii) take all such action
        as
        may be reasonably necessary in order that the Issuer may validly and legally
        issue fully paid and nonassessable shares of Common Stock, free and clear
        of any
        liens, claims, encumbrances and restrictions (other than as provided herein)
        upon the exercise of this Warrant, and (iv) use its best efforts to obtain
        all
        such authorizations, exemptions or consents from any public regulatory body
        having jurisdiction thereof as may be reasonably necessary to enable the
        Issuer
        to perform its obligations under this Warrant.
 
 (d)  Loss,
        Theft, Destruction of Warrants .
        Upon
        receipt of evidence satisfactory to the Issuer of the ownership of and the
        loss,
        theft, destruction or mutilation of any Warrant and, in the case of any such
        loss, theft or destruction, upon receipt of indemnity or security satisfactory
        to the Issuer or, in the case of any such mutilation, upon surrender and
        cancellation of such Warrant, the Issuer will make and deliver, in lieu of
        such
        lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor
        and
        representing the right to purchase the same number of shares of Common
        Stock.
 
 4.  Adjustment
        of Warrant Price .
        The
        price at which such shares of Warrant Stock may be purchased upon exercise
        of
        this Warrant shall be subject to adjustment from time to time as set forth
        in
        this Section 4. The Issuer shall give the Holder notice of any event described
        below which requires an adjustment pursuant to this Section 4 in accordance
        with
        the notice provisions set forth in Section 5.
  Page
            7
 
 (a)  Recapitalization,
        Reorganization, Reclassification, Consolidation, Merger or Sale .
  (i)
        In
        case the Issuer after the Original Issue Date shall do any of the following
        (each, a “ Triggering
        Event ”):
        (a)
        consolidate or merge with or into any other Person and the Issuer shall not
        be
        the continuing or surviving corporation of such consolidation or merger,
        or (b)
        permit any other Person to consolidate with or merge into the Issuer and
        the
        Issuer shall be the continuing or surviving Person but, in connection with
        such
        consolidation or merger, any Capital Stock of the Issuer shall be changed
        into
        or exchanged for Securities of any other Person or cash or any other property,
        or (c) transfer all or substantially all of its properties or assets to any
        other Person, or (d) effect a capital reorganization or reclassification
        of its
        Capital Stock, then, and in the case of each such Triggering Event, proper
        provision shall be made so that, upon the basis and the terms and in the
        manner
        provided in this Warrant, the Holder of this Warrant shall be entitled upon
        the
        exercise hereof at any time after the consummation of such Triggering Event,
        to
        the extent this Warrant is not exercised prior to such Triggering Event,
        to
        receive at the Warrant Price in effect at the time immediately prior to the
        consummation of such Triggering Event in lieu of the Common Stock issuable
        upon
        such exercise of this Warrant prior to such Triggering Event, the Securities,
        cash and property to which such Holder would have been entitled upon the
        consummation of such Triggering Event if such Holder had exercised the rights
        represented by this Warrant immediately prior thereto (including the right
        of a
        shareholder to elect the type of consideration it will receive upon a Triggering
        Event), subject to adjustments (subsequent to such corporate action) as nearly
        equivalent as possible to the adjustments provided for elsewhere in this
        Section
        4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall
        only apply if the surviving entity pursuant to any such Triggering Event
        is a
        public company that is
        registered pursuant to the Securities Exchange Act of 1934, as amended, and
        its
        common stock is listed or quoted on a national exchange, OTC Bulletin Board
        or
        the Pink Sheets. In the event that the
        surviving entity pursuant to any such Triggering Event is not a public company
        that is
        registered pursuant to the Securities Exchange Act of 1934, as amended, or
        its
        common stock is not listed or quoted on a national exchange, OTC Bulletin
        Board
        or the Pink Sheets, then the Holder shall have the right to demand that the
        Issuer pay to the Holder an amount equal to the value of this Warrant according
        to the Black-Scholes formula.
 
 (ii)  Notwithstanding
        anything contained in this Warrant to the contrary and so long as the surviving
        entity pursuant to any Triggering Event is a public company that is
        registered pursuant to the Securities Exchange Act of 1934, as amended, and
        its
        common stock is listed or quoted on a national exchange, OTC Bulletin Board
        or
        the Pink Sheets ,
        a
        Triggering Event shall not be deemed to have occurred if, prior to the
        consummation thereof, each Person (other than the Issuer) which may be required
        to deliver any Securities, cash or property upon the exercise of this Warrant
        as
        provided herein shall assume, by written instrument delivered to, and reasonably
        satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer
        under this Warrant (and if the Issuer shall survive the consummation of such
        Triggering Event, such assumption shall be in addition to, and shall not
        release
        the Issuer from, any continuing obligations of the Issuer under this Warrant)
        and (B) the obligation to deliver to such Holder such Securities, cash or
        property as, in accordance with the foregoing provisions of this subsection
        (a),
        such Holder shall be entitled to receive, and such Person shall have similarly
        delivered to such Holder an opinion of counsel for such Person, which counsel
        shall be reasonably satisfactory to such Holder, or in the alternative, a
        written acknowledgement executed by the President or Chief Financial Officer
        of
        the Issuer, stating that this Warrant shall thereafter continue in full force
        and effect and the terms hereof (including, without limitation, all of the
        provisions of this subsection (a)) shall be applicable to the Securities,
        cash
        or property which such Person may be required to deliver upon any exercise
        of
        this Warrant or the exercise of any rights pursuant hereto.
  Page
            8
 
 (b)  Stock
        Dividends, Subdivisions and Combinations .
        If at
        any time the Issuer shall:
 
 (i)  make
        or
        issue or set a record date for the holders of the Common Stock for the purpose
        of entitling them to receive a dividend payable in, or other distribution
        of,
        shares of Common Stock,
 
 (ii)  subdivide
        its outstanding shares of Common Stock into a larger number of shares of
        Common
        Stock, or
 
 (iii)  combine
        its outstanding shares of Common Stock into a smaller number of shares of
        Common
        Stock,
 
 then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        immediately after the occurrence of any such event shall be adjusted to equal
        the number of shares of Common Stock which a record holder of the same number
        of
        shares of Common Stock for which this Warrant is exercisable immediately
        prior
        to the occurrence of such event would own or be entitled to receive after
        the
        happening of such event, and (2) the Warrant Price then in effect shall be
        adjusted to equal (A) the Warrant Price then in effect multiplied by the
        number
        of shares of Common Stock for which this Warrant is exercisable immediately
        prior to the adjustment divided by (B) the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately after such
        adjustment.
 
 (c)  Certain
        Other Distributions .
        If at
        any time the Issuer shall make or issue or set a record date for the holders
        of
        the Common Stock for the purpose of entitling them to receive any dividend
        or
        other distribution of:
 
 (i)  cash
        (other than a cash dividend payable out of earnings or earned surplus legally
        available for the payment of dividends under the laws of the jurisdiction
        of
        incorporation of the Issuer),
 
 (ii)  any
        evidences of its indebtedness, any shares of stock of any class or any other
        securities or property of any nature whatsoever (other than cash, Common
        Stock
        Equivalents or Additional Shares of Common Stock), or
 
 (iii)  any
        warrants or other rights to subscribe for or purchase any evidences of its
        indebtedness, any shares of stock of any class or any other securities or
        property of any nature whatsoever (other than cash, Common Stock Equivalents
        or
        Additional Shares of Common Stock),
  Page
            9
 
 then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        shall
        be adjusted to equal the product of the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately prior to such adjustment
        multiplied by a fraction (A) the numerator of which shall be the Per Share
        Market Value of Common Stock at the date of taking such record and (B) the
        denominator of which shall be such Per Share Market Value minus the amount
        allocable to one share of Common Stock of any such cash so distributable
        and of
        the fair value (as determined in good faith by the Board of Directors of
        the
        Issuer and supported by an opinion from an investment banking firm of recognized
        national standing acceptable to (but not affiliated with) the Holder) of
        any and
        all such evidences of indebtedness, shares of stock, other securities or
        property or warrants or other subscription or purchase rights so distributable,
        and (2) the Warrant Price then in effect shall be adjusted to equal (A) the
        Warrant Price then in effect multiplied by the number of shares of Common
        Stock
        for which this Warrant is exercisable immediately prior to the adjustment
        divided by (B) the number of shares of Common Stock for which this Warrant
        is
        exercisable immediately after such adjustment. A reclassification of the
        Common
        Stock (other than a change in par value, or from par value to no par value
        or
        from no par value to par value) into shares of Common Stock and shares of
        any
        other class of stock shall be deemed a distribution by the Issuer to the
        holders
        of its Common Stock of such shares of such other class of stock within the
        meaning of this Section 4(c) and, if the outstanding shares of Common Stock
        shall be changed into a larger or smaller number of shares of Common Stock
        as a
        part of such reclassification, such change shall be deemed a subdivision
        or
        combination, as the case may be, of the outstanding shares of Common Stock
        within the meaning of Section 4(b).
 
 (d)  Issuance
        of Additional Shares of Common Stock .
        In the
        event the Issuer shall at any time following the Original Issue Date issue
        any
        Additional Shares of Common Stock (otherwise than as provided in the foregoing
        subsections (b) through (c) of this Section 4), at a price per share less
        than
        the Warrant Price then in effect or without consideration, then the Warrant
        Price upon each such issuance shall be adjusted to the price equal to the
        consideration per share paid for such Additional Shares of Common Stock.
        Notwithstanding the foregoing, the Company shall have a right to institute
        a
        stock grant or stock option plan for the Company’s employees not exceeding five
        percent (5%) of the outstanding stock of the Company, without violating the
        terms of this paragraph.
 
 (e)  Issuance
        of Common Stock Equivalents .
        If at
        any time the Issuer shall take a record of the holders of its Common Stock
        for
        the purpose of entitling them to receive a distribution of, or shall in any
        manner (whether directly or by assumption in a merger in which the Issuer
        is the
        surviving corporation) issue or sell, any Common Stock Equivalents, whether
        or
        not the rights to exchange or convert thereunder are immediately exercisable,
        and the price per share for which Common Stock is issuable upon such conversion
        or exchange shall be less than the Warrant Price in effect immediately prior
        to
        the time of such issue or sale, or if, after any such issuance of Common
        Stock
        Equivalents, the price per share for which Additional Shares of Common Stock
        may
        be issuable thereafter is amended or adjusted, and such price as so amended
        shall make be less than the Warrant Price in effect at the time of such
        amendment or adjustment, then the Warrant Price then in effect shall be adjusted
        as provided in Section 4(d). No further adjustments of the number of shares
        of
        Common Stock for which this Warrant is exercisable and the Warrant Price
        then in
        effect shall be made upon the actual issue of such Common Stock upon conversion
        or exchange of such Common Stock Equivalents. Notwithstanding the foregoing,
        the
        Company shall have a right to institute a stock grant or stock option plan
        for
        the Company’s employees not exceeding five percent (5%) of the outstanding stock
        of the Company, without violating the terms of this paragraph.
  Page
            10
 
 (f)  Other
        Provisions applicable to Adjustments under this Section .
        The
        following provisions shall be applicable to the making of adjustments of
        the
        number of shares of Common Stock for which this Warrant is exercisable and
        the
        Warrant Price then in effect provided for in this Section 4:
 
 (i)  Computation
        of Consideration .
        To the
        extent that any Additional Shares of Common Stock or any Common Stock
        Equivalents (or any warrants or other rights therefor) shall be issued for
        cash
        consideration, the consideration received by the Issuer therefor shall be
        the
        amount of the cash received by the Issuer therefor, or, if such Additional
        Shares of Common Stock or Common Stock Equivalents are offered by the Issuer
        for
        subscription, the subscription price, or, if such Additional Shares of Common
        Stock or Common Stock Equivalents are sold to underwriters or dealers for
        public
        offering without a subscription offering, the initial public offering price
        (in
        any such case subtracting any amounts paid or receivable for accrued interest
        or
        accrued dividends and without taking into account any compensation, discounts
        or
        expenses paid or incurred by the Issuer for and in the underwriting of, or
        otherwise in connection with, the issuance thereof). In connection with any
        merger or consolidation in which the Issuer is the surviving corporation
        (other
        than any consolidation or merger in which the previously outstanding shares
        of
        Common Stock of the Issuer shall be changed to or exchanged for the stock
        or
        other securities of another corporation), the amount of consideration therefore
        shall be, deemed to be the fair value of such portion of the assets and business
        of the nonsurviving corporation as the Board may determine to be attributable
        to
        such shares of Common Stock or Common Stock Equivalents, as the case may
        be.
        Such determination of the fair value of such consideration shall be made
        by an
        Independent Appraiser. The consideration for any Additional Shares of Common
        Stock issuable pursuant to the terms of any Common Stock Equivalents shall
        be
        the consideration received by the Issuer for issuing such Common Stock
        Equivalents, plus the additional consideration, if any, payable to the Issuer
        upon the exercise of the right of conversion or exchange in such Common Stock
        Equivalents. In the event of any consolidation or merger of the Issuer in
        which
        the Issuer is not the surviving corporation or in which the previously
        outstanding shares of Common Stock of the Issuer shall be changed into or
        exchanged for the stock or other securities of another corporation, or in
        the
        event of any sale of all or substantially all of the assets of the Issuer
        for
        stock or other securities of any corporation, the Issuer shall be deemed
        to have
        issued a number of shares of its Common Stock for stock or securities or
        other
        property of the other corporation computed on the basis of the actual exchange
        ratio on which the transaction was predicated, and for a consideration equal
        to
        the fair market value on the date of such transaction of all such stock or
        securities or other property of the other corporation. In the event any
        consideration received by the Issuer for any securities consists of property
        other than cash, the fair market value thereof at the time of issuance or
        as
        otherwise applicable shall be as determined in good faith by the Board. In
        the
        event Common Stock is issued with other shares or securities or other assets
        of
        the Issuer for consideration which covers both, the consideration computed
        as
        provided in this Section 4(f)(i) shall be allocated among such securities
        and
        assets as determined in good faith by the Board.
 
 (ii)  When
        Adjustments to Be Made .
        The
        adjustments required by this Section 4 shall be made whenever and as often
        as
        any specified event requiring an adjustment shall occur, except that any
        adjustment of the number of shares of Common Stock for which this Warrant
        is
        exercisable that would otherwise be required may be postponed (except in
        the
        case of a subdivision or combination of shares of the Common Stock, as provided
        for in Section 4(b)) up to, but not beyond the date of exercise if such
        adjustment either by itself or with other adjustments not previously made
        adds
        or subtracts less than one percent (1%) of the shares of Common Stock for
        which
        this Warrant is exercisable immediately prior to the making of such adjustment.
        Any adjustment representing a change of less than such minimum amount (except
        as
        aforesaid) which is postponed shall be carried forward and made as soon as
        such
        adjustment, together with other adjustments required by this Section 4 and
        not
        previously made, would result in a minimum adjustment or on the date of
        exercise. For the purpose of any adjustment, any specified event shall be
        deemed
        to have occurred at the close of business on the date of its
        occurrence.
  Page
            11
 
 (iii)  Fractional
        Interests .
        In
        computing adjustments under this Section 4, fractional interests in Common
        Stock
        shall be taken into account to the nearest one one-hundredth (1/100 th )
        of a
        share.
 
 (iv)  When
        Adjustment Not Required .
        If the
        Issuer shall take a record of the holders of its Common Stock for the purpose
        of
        entitling them to receive a dividend or distribution or subscription or purchase
        rights and shall, thereafter and before the distribution to stockholders
        thereof, legally abandon its plan to pay or deliver such dividend, distribution,
        subscription or purchase rights, then thereafter no adjustment shall be required
        by reason of the taking of such record and any such adjustment previously
        made
        in respect thereof shall be rescinded and annulled.
  (g)  Form
        of Warrant after Adjustments .
        The
        form of this Warrant need not be changed because of any adjustments in the
        Warrant Price or the number and kind of Securities purchasable upon the exercise
        of this Warrant.
 
 (h)  Escrow
        of Warrant Stock .
        If
        after any property becomes distributable pursuant to this Section 4 by reason
        of
        the taking of any record of the holders of Common Stock, but prior to the
        occurrence of the event for which such record is taken, and the Holder exercises
        this Warrant, any shares of Common Stock issuable upon exercise by reason
        of
        such adjustment shall be deemed the last shares of Common Stock for which
        this
        Warrant is exercised (notwithstanding any other provision to the contrary
        herein) and such shares or other property shall be held in escrow for the
        Holder
        by the Issuer to be issued to the Holder upon and to the extent that the
        event
        actually takes place, upon payment of the current Warrant Price. Notwithstanding
        any other provision to the contrary herein, if the event for which such record
        was taken fails to occur or is rescinded, then such escrowed shares shall
        be
        cancelled by the Issuer and escrowed property returned.
 
 5.  Notice
        of Adjustments .
        Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant
        to
        Section 4 hereof (for purposes of this Section 5, each an “ adjustment ”),
        the
        Issuer shall cause its Chief Financial Officer to prepare and execute a
        certificate setting forth, in reasonable detail, the event requiring the
        adjustment, the amount of the adjustment, the method by which such adjustment
        was calculated (including a description of the basis on which the Board made
        any
        determination hereunder), and the Warrant Price and Warrant Share Number
        after
        giving effect to such adjustment, and shall cause copies of such certificate
        to
        be delivered to the Holder of this Warrant promptly after each adjustment.
        Any
        dispute between the Issuer and the Holder of this Warrant with respect to
        the
        matters set forth in such certificate may at the option of the Holder of
        this
        Warrant be submitted to a national or regional accounting firm reasonably
        acceptable to the Issuer and the Holder, provided that the
        Issuer shall have ten (10) days after receipt of notice from such Holder
        of its
        selection of such firm to object thereto, in which case such Holder shall
        select
        another such firm and the Issuer shall have no such right of objection. The
        firm
        selected by the Holder of this Warrant as provided in the preceding sentence
        shall be instructed to deliver a written opinion as to such matters to the
        Issuer and such Holder within thirty (30) days after submission to it of
        such
        dispute. Such opinion shall be final and binding on the parties hereto. The
        costs and expenses of the initial accounting firm shall be paid equally by
        the
        Issuer and the Holder and, in the case of an objection by the Issuer, the
        costs
        and expenses of the subsequent accounting firm shall be paid in full by the
        Issuer.
  Page
            12
 
 6.  Fractional
        Shares .
        No
        fractional shares of Warrant Stock will be issued in connection with any
        exercise hereof, but in lieu of such fractional shares, the Issuer shall
        make a
        cash payment therefor equal in amount to the product of the applicable fraction
        multiplied by the Per Share Market Value then in effect.
 
 7.  Ownership
        Cap and Certain Exercise Restrictions. (a)
        Notwithstanding anything to the contrary set forth in this Warrant, at no
        time
        may a Holder of this Warrant exercise this Warrant if the number of shares
        of
        Common Stock to be issued pursuant to such exercise would exceed, when
        aggregated with all other shares of Common Stock owned by such Holder at
        such
        time, the number of shares of Common Stock which would result in such Holder
        beneficially owning (as determined in accordance with Section 13(d) of the
        Exchange Act and the rules thereunder) in excess of 4.9% of the then issued
        and
        outstanding shares of Common Stock; provided , however ,
        that
        upon a holder of this Warrant providing the Issuer with sixty-one (61) days
        notice (pursuant to Section 13 hereof) (the “ Waiver
        Notice ”)
        that
        such Holder would like to waive this Section 7(a) with regard to any or all
        shares of Common Stock issuable upon exercise of this Warrant, this Section
        7(a)
        will be of no force or effect with regard to all or a portion of the Warrant
        referenced in the Waiver Notice; provided , further ,
        that
        this provision shall be of no further force or effect during the sixty-one
        (61)
        days immediately preceding the expiration of the term of this
        Warrant.
 
 (b)  The
        Holder may not exercise the Warrant hereunder to the extent such exercise
        would
        result in the Holder beneficially owning (as determined in accordance with
        Section 13(d) of the Exchange Act and the rules thereunder) in excess of
        9.9% of
        the then issued and outstanding shares of Common Stock, including shares
        issuable upon exercise of the Warrant held by the Holder after application
        of
        this Section; provided , however ,
        that
        upon a holder of this Warrant providing the Issuer with a Waiver Notice that
        such holder would like to waive this Section 7(b) with regard to any or all
        shares of Common Stock issuable upon exercise of this Warrant, this Section
        7(b)
        shall be of no force or effect with regard to those shares of Warrant Stock
        referenced in the Waiver Notice; provided , further ,
        that
        this provision shall be of no further force or effect during the sixty-one
        (61)
        days immediately preceding the expiration of the term of this
        Warrant.
 
 8.  [ Intentionally
        omitted ].
  Page
            13
 
 9.  Definitions .
        For the
        purposes of this Warrant, the following terms have the following
        meanings:
 
 “ Additional
        Shares of Common Stock ”
means
        all shares of Common Stock issued by the Issuer after the Original Issue
        Date,
        and all shares of Other Common, if any, issued by the Issuer after the Original
        Issue Date, except: (i) securities issued (other than for cash) in connection
        with a merger, acquisition, or consolidation, (ii) securities issued pursuant
        to
        a bona fide firm underwritten public offering of the Issuer’s securities, (iii)
        securities issued pursuant to the conversion or exercise of convertible or
        exercisable securities issued or outstanding on or prior to the date hereof
        or
        issued pursuant to the Purchase Agreement, (iv) the Warrant Stock, (v)
        securities issued in connection with bona fide strategic license agreements
        or
        other partnering arrangements so long as such issuances are not for the purpose
        of raising capital, (vi) Common Stock issued or options to purchase Common
        Stock
        granted or issued pursuant to the Issuer’s employee stock purchase plans as they
        now exist and stock incentive plans as they now exist, (vii) any warrants
        issued
        to the placement agent and its designees for the transactions contemplated
        by
        the Purchase Agreement, and (viii) the payment of any principal and accrued
        interest in shares of Common Stock pursuant to the Notes.
 
 “ Articles
        of Incorporation ”
means
        the Articles of Incorporation of the Issuer as in effect on the Original
        Issue
        Date, and as hereafter from time to time amended, modified, supplemented
        or
        restated in accordance with the terms hereof and thereof and pursuant to
        applicable law.
 
 “ Board ”
shall
        mean the Board of Directors of the Issuer.
 
 “ Capital
        Stock ”
means
        and includes (i) any and all shares, interests, participations or other
        equivalents of or interests in (however designated) corporate stock, including,
        without limitation, shares of preferred or preference stock, (ii) all
        partnership interests (whether general or limited) in any Person which is
        a
        partnership, (iii) all membership interests or limited liability company
        interests in any limited liability company, and (iv) all equity or ownership
        interests in any Person of any other type.
 
 “ Common
        Stock ”
means
        the Common Stock, par value $.001 per share, of the Issuer and any other
        Capital
        Stock into which such stock may hereafter be changed.
 
 “ Common
        Stock Equivalent ”
means
        any Convertible Security or warrant, option or other right to subscribe for
        or
        purchase any Additional Shares of Common Stock or any Convertible
        Security.
 
 “ Convertible
        Securities ”
means
        evidences of Indebtedness, shares of Capital Stock or other Securities which
        are
        or may be at any time convertible into or exchangeable for Additional Shares
        of
        Common Stock. The term “Convertible Security” means one of the Convertible
        Securities.
 
 “ Governmental
        Authority ”
means
        any governmental, regulatory or self-regulatory entity, department, body,
        official, authority, commission, board, agency or instrumentality, whether
        federal, state or local, and whether domestic or foreign.
  Page
            14
 
 “ Holders ”
mean
        the Persons who shall from time to time own any Warrant. The term “Holder” means
        one of the Holders.
 
 “ Independent
        Appraiser ”
means
        a
        nationally recognized or major regional investment banking firm or firm of
        independent certified public accountants of recognized standing (which may
        be
        the firm that regularly examines the financial statements of the Issuer)
        that is
        regularly engaged in the business of appraising the Capital Stock or assets
        of
        corporations or other entities as going concerns, and which is not affiliated
        with either the Issuer or the Holder of any Warrant.
 
 “ Issuer ”
means
        Interlink Global Corp., a Nevada corporation, and its successors.
 
 “ Majority
        Holders ”
means
        at any time the Holders of Warrants exercisable for a majority of the shares
        of
        Warrant Stock issuable under the Warrants at the time outstanding.
 
 “ Notes ”
means
        the senior secured convertible promissory notes **** issued
        by
        the Issuer pursuant to the Purchase Agreement.
 
 “ Original
        Issue Date ”
means
        February 28, 2006.
 
 “ OTC
        Bulletin Board ”
means
        the over-the-counter electronic bulletin board.
 
 “ Other
        Common ”
means
        any other Capital Stock of the Issuer of any class which shall be authorized
        at
        any time after the date of this Warrant (other than Common Stock) and which
        shall have the right to participate in the distribution of earnings and assets
        of the Issuer without limitation as to amount.
 
 “ Outstanding
        Common Stock ”
means,
        at any given time, the aggregate amount of outstanding shares of Common Stock,
        assuming full exercise, conversion or exchange (as applicable) of all options,
        warrants and other Securities which are convertible into or exercisable or
        exchangeable for, and any right to subscribe for, shares of Common Stock
        that
        are outstanding at such time.
 
 “ Person ”
means
        an individual, corporation, limited liability company, partnership, joint
        stock
        company, trust, unincorporated organization, joint venture, Governmental
        Authority or other entity of whatever nature.
 
 “ Per
        Share Market Value ”
means
        on any particular date (a) the last trading price per share of the Common
        Stock
        on such date on the Pink Sheets, OTC
        Bulletin Board or
        another registered national stock exchange on which the Common Stock is then
        listed, or if there is no such price on such date, then the closing bid price
        on
        such exchange or quotation system on the date nearest preceding such date,
        or
        (b) if the Common Stock is not listed then on the Pink Sheets, OTC Bulletin
        Board or any registered national stock exchange, the last trading price for
        a
        share of Common Stock in the over-the-counter market, as reported by the
        Pink
        Sheets, OTC Bulletin Board or in the National Quotation Bureau Incorporated
        or
        similar organization or agency succeeding to its functions of reporting prices)
        at the close of business on such date, or (c) if the Common Stock is not
        then
        reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated
        (or similar organization or agency succeeding to its functions of reporting
        prices), then the average of the “Pink Sheet” quotes for the five (5) Trading
        Days preceding such date of determination, or (d) if the Common Stock is
        not
        then publicly traded the fair market value of a share of Common Stock as
        determined by an Independent Appraiser selected in good faith by the Majority
        Holders; provided , however ,
        that
        the Issuer, after receipt of the determination by such Independent Appraiser,
        shall have the right to select an additional Independent Appraiser, in which
        case, the fair market value shall be equal to the average of the determinations
        by each such Independent Appraiser; and provided , further that all
        determinations of the Per Share Market Value shall be appropriately adjusted
        for
        any stock dividends, stock splits or other similar transactions during such
        period. The determination of fair market value by an Independent Appraiser
        shall
        be based upon the fair market value of the Issuer determined on a going concern
        basis as between a willing buyer and a willing seller and taking into account
        all relevant factors determinative of value, and shall be final and binding
        on
        all parties. In determining the fair market value of any shares of Common
        Stock,
        no consideration shall be given to any restrictions on transfer of the Common
        Stock imposed by agreement or by federal or state securities laws, or to
        the
        existence or absence of, or any limitations on, voting rights.
  Page
            15
 
 “ Purchase
        Agreement ”
means
        the Note and Warrant Purchase Agreement dated as of February 28, 2006, among
        the
        Issuer and the Purchasers.
 
 “ Purchasers ”
means
        the purchasers of the Notes **** and
        the
        Warrants issued by the Issuer pursuant to the Purchase Agreement.
 
 “ Securities ”
means
        any debt or equity securities of the Issuer, whether now or hereafter
        authorized, any instrument convertible into or exchangeable for Securities
        or a
        Security, and any option, warrant or other right to purchase or acquire any
        Security. “Security” means one of the Securities.
 
 “ Securities
        Act ”
means
        the Securities Act of 1933, as amended, or any similar federal statute then
        in
        effect.
 
 “ Subsidiary ”
means
        any corporation at least 50% of whose outstanding Voting Stock shall at the
        time
        be owned directly or indirectly by the Issuer or by one or more of its
        Subsidiaries, or by the Issuer and one or more of its Subsidiaries.
 
 “ Term ”
has
        the
        meaning specified in Section 1 hereof.
 
 “ Trading
        Day ”
means
        (a) a day on which the Common Stock is traded on the Pink Sheets or OTC Bulletin
        Board, or (b) if the Common Stock is not traded on the Pink Sheets or OTC
        Bulletin Board, a day on which the Common Stock is quoted in the
        over-the-counter market as reported by the National Quotation Bureau
        Incorporated (or any similar organization or agency succeeding its functions
        of
        reporting prices); provided , however ,
        that in
        the event that the Common Stock is not listed or quoted as set forth in (a)
        or
        (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and
        any
        day which shall be a legal holiday or a day on which banking institutions
        in the
        State of New York are authorized or required by law or other government action
        to close.
  Page
            16
 
 “ Voting
        Stock ”
means,
        as applied to the Capital Stock of any corporation, Capital Stock of any
        class
        or classes (however designated) having ordinary voting power for the election
        of
        a majority of the members of the Board of Directors (or other governing body)
        of
        such corporation, other than Capital Stock having such power only by reason
        of
        the happening of a contingency.
 
 “ Warrants ”
means
        the Warrants issued and sold pursuant to the Purchase Agreement, including,
        without limitation, this Warrant, and any other warrants of like tenor issued
        in
        substitution or exchange for any thereof pursuant to the provisions of Section
        2(c), 2(d) or 2(e) hereof or of any of such other Warrants.
 
 “ Warrant
        Price ”
        initially means **$1.50** ,
        as such
        price may be adjusted from time to time as shall result from the adjustments
        specified in this Warrant, including Section 4 hereto.
 
 “ Warrant
        Share Number ”
means
        at any time the aggregate number of shares of Warrant Stock which may at
        such
        time be purchased upon exercise of this Warrant, after giving effect to all
        prior adjustments and increases to such number made or required to be made
        under
        the terms hereof.
 
 “ Warrant
        Stock ”
means
        Common Stock issuable upon exercise of any Warrant or Warrants or otherwise
        issuable pursuant to any Warrant or Warrants.
 
 10.  Other
        Notices .
        In case
        at any time:
 
 (A)
              the
                  Issuer shall make any distributions to the holders of Common Stock;
                  or
 
 (B)
              the
                  Issuer shall authorize the granting to all holders of its Common
                  Stock of
                  rights to subscribe for or purchase any shares of Capital Stock
                  of any
                  class or other rights; or
 
 (C)
              there
                  shall be any reclassification of the Capital Stock of the Issuer;
                  or
 
 (D)
              there
                  shall be any capital reorganization by the Issuer;
                  or
 
 (E)
              there
                  shall be any (i) consolidation or merger involving the Issuer or
                  (ii)
                  sale, transfer or other disposition of all or substantially all
                  of the
                  Issuer’s property, assets or business (except a merger or other
                  reorganization in which the Issuer shall be the surviving corporation
                  and
                  its shares of Capital Stock shall continue to be outstanding and
                  unchanged
                  and except a consolidation, merger, sale, transfer or other disposition
                  involving a wholly-owned Subsidiary);
                  or
  Page
            17
  (F)
              there
                  shall be a voluntary or involuntary dissolution, liquidation or
                  winding-up
                  of the Issuer or any partial liquidation of the Issuer or distribution
                  to
                  holders of Common Stock;
 
 then,
        in
        each of such cases, the Issuer shall give written notice to the Holder of
        the
        date on which (i) the books of the Issuer shall close or a record shall be
        taken
        for such dividend, distribution or subscription rights or (ii) such
        reorganization, reclassification, consolidation, merger, disposition,
        dissolution, liquidation or winding-up, as the case may be, shall take place.
        Such notice also shall specify the date as of which the holders of Common
        Stock
        of record shall participate in such dividend, distribution or subscription
        rights, or shall be entitled to exchange their certificates for Common Stock
        for
        securities or other property deliverable upon such reorganization,
        reclassification, consolidation, merger, disposition, dissolution, liquidation
        or winding-up, as the case may be. Such notice shall be given at least twenty
        (20) days prior to the action in question and not less than ten (10) days
        prior
        to the record date or the date on which the Issuer’s transfer books are closed
        in respect thereto. This Warrant entitles the Holder to receive copies of
        all
        financial and other information distributed or required to be distributed
        to the
        holders of the Common Stock.
 
 11.  Amendment
        and Waiver .
        Any
        term, covenant, agreement or condition in this Warrant may be amended, or
        compliance therewith may be waived (either generally or in a particular instance
        and either retroactively or prospectively), by a written instrument or written
        instruments executed by the Issuer and the Majority Holders; provided , however ,
        that no
        such amendment or waiver shall reduce the Warrant Share Number, increase
        the
        Warrant Price (unless and accumulation has occurred as described herein),
        shorten the period during which this Warrant may be exercised or modify any
        provision of this Section 11 without the consent of the Holder of this Warrant.
        No consideration shall be offered or paid to any person to amend or consent
        to a
        waiver or modification of any provision of this Warrant unless the same
        consideration is also offered to all holders of the Warrants.
 
 12.  Governing
        Law; Jurisdiction .
        This
        Warrant shall be governed by and construed in accordance with the internal
        laws
        of the State of New York, without giving effect to any of the conflicts of
        law
        principles which would result in the application of the substantive law of
        another jurisdiction. This Warrant shall not be interpreted or construed
        with
        any presumption against the party causing this Warrant to be drafted. The
        Issuer
        and the Holder agree that venue for any dispute arising under this Warrant
        will
        lie exclusively in the state or federal courts located in New York County,
        New
        York, and the parties irrevocably waive any right to raise *forum
        non conveniens* or any
        other argument that New York is not the proper venue. The Issuer and the
        Holder
        irrevocably consent to personal jurisdiction in the state and federal courts
        of
        the state of New York. The Issuer and the Holder consent to process being
        served
        in any such suit, action or proceeding by mailing a copy thereof to such
        party
        at the address in effect for notices to it under this Warrant and agrees
        that
        such service shall constitute good and sufficient service of process and
        notice
        thereof. Nothing in this Section 12 shall affect or limit any right to serve
        process in any other manner permitted by law. The Issuer and the Holder hereby
        agree that the prevailing party in any suit, action or proceeding arising
        out of
        or relating to this Warrant or the Purchase Agreement, shall be entitled
        to
        reimbursement for reasonable legal fees from the non-prevailing party. The
        parties hereby waive all rights to a trial by jury.
  Page
            18
 
 13.  Notices .
        Any and
        all notices or other communications or deliveries required or permitted to
        be
        provided hereunder shall be in writing and shall be deemed given and effective
        on the earlier of (i) the date of transmission, if such notice or communication
        is delivered via facsimile at the facsimile telephone number specified for
        notice prior to 5:00 p.m., eastern time, on a Trading Day, (ii) the Trading
        Day
        after the date of transmission, if such notice or communication is delivered
        via
        facsimile at the facsimile telephone number specified for notice later than
        5:00
        p.m., eastern time, on any date and earlier than 11:59 p.m., eastern time,
        on
        such date, (iii) the Trading Day following the date of mailing, if sent by
        overnight delivery by a nationally recognized overnight courier service or
        (iv)
        actual receipt by the party to whom such notice is required to be given.
        The
        addresses for such communications shall be with respect to the Holder of
        this
        Warrant or of Warrant Stock issued pursuant hereto, addressed to such Holder
        at
        its last known address or facsimile number appearing on the books of the
        Issuer
        maintained for such purposes, or with respect to the Issuer, addressed
        to:
 
 Interlink
        Global Corp.
 6205
        Lagoon Drive, Suite 110
 Miami,
        FL
        33126
 Phone:
        (305) 261-2007
 Fax:
        (305) 261-2250
 
 Copies
        of
        notices to the Holder shall be sent to:
 
 The
        Baum
        Law Firm
 580 Second
        Street, Suite 102
 Encinitas,
        California 92024
 Attention:
        Mark L. Baum
 Tel.
        No.: (760) 230-2300, ext. 205
 Fax
        No.: (760) 230-2305
 
 Any
        party
        hereto may from time to time change its address for notices by giving at
        least
        ten (10) days written notice of such changed address to the other party
        hereto.
 
 14.  Warrant
        Agent .
        The
        Issuer may, by written notice to each Holder of this Warrant, appoint an
        agent
        having an office in New York, New York for the purpose of issuing shares
        of
        Warrant Stock on the exercise of this Warrant pursuant to subsection (b)
        of
        Section 2 hereof, exchanging this Warrant pursuant to subsection (d) of Section
        2 hereof or replacing this Warrant pursuant to subsection (d) of Section
        3
        hereof, or any of the foregoing, and thereafter any such issuance, exchange
        or
        replacement, as the case may be, shall be made at such office by such
        agent.
 
 15.  Remedies .
        The
        Issuer stipulates that the remedies at law of the Holder of this Warrant
        in the
        event of any default or threatened default by the Issuer in the performance
        of
        or compliance with any of the terms of this Warrant are not and will not
        be
        adequate and that, to the fullest extent permitted by law, such terms may
        be
        specifically enforced by a decree for the specific performance of any agreement
        contained herein or by an injunction against a violation of any of the terms
        hereof or otherwise.
 
 Page
            19
  16.  Successors
        and Assigns .
        This
        Warrant and the rights evidenced hereby shall inure to the benefit of and
        be
        binding upon the successors and assigns of the Issuer, the Holder hereof
        and (to
        the extent provided herein) the Holders of Warrant Stock issued pursuant
        hereto,
        and shall be enforceable by any such Holder or Holder of Warrant
        Stock.
 
 17.  Modification
        and Severability .
        If, in
        any action before any court or agency legally empowered to enforce any provision
        contained herein, any provision hereof is found to be unenforceable, then
        such
        provision shall be deemed modified to the extent necessary to make it
        enforceable by such court or agency. If any such provision is not enforceable
        as
        set forth in the preceding sentence, the unenforceability of such provision
        shall not affect the other provisions of this Warrant, but this Warrant shall
        be
        construed as if such unenforceable provision had never been contained
        herein.
 
 18.  Headings .
        The
        headings of the Sections of this Warrant are for convenience of reference
        only
        and shall not, for any purpose, be deemed a part of this Warrant.
  [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]
  Page
            20
  IN
        WITNESS WHEREOF, the Issuer has executed this **Placement
        Agent Series E Warrant** as of
        the day and year first above written.
  INTERLINK GLOBAL CORP.By:Name:Anastasios
                  N. Kyriakides
                Title:President
 
 Page
            21
 
 EXERCISE
        FORM
 PLACEMENT
        AGENT SERIES E WARRANT
 INTERLINK
        GLOBAL CORP.
 
 The
        undersigned _________________________________________________________________,
        pursuant to the provisions of the within Warrant, hereby elects to purchase
        ___________ shares of Common Stock of Interlink Global Corp. covered by the
        within Warrant for the following purchase price: $
        _________________________.
  Dated:
                _________________
              Signature_______________________________________Address______________________________________________________________________________
 
 Number
        of
        shares of Common Stock beneficially owned or deemed beneficially owned by
        the
        Holder on the date of Exercise: _________________________
 
 ASSIGNMENT
 
 FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the within Warrant and all rights evidenced thereby and
        does
        irrevocably constitute and appoint _____________, attorney, to transfer the
        said
        Warrant on the books of the within named corporation.
 Dated:
                  _________________
                Signature_______________________________________Address______________________________________________________________________________
 PARTIAL
        ASSIGNMENT
 
 FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the right to purchase _________ shares of Warrant Stock
        evidenced by the within Warrant together with all rights therein, and does
        irrevocably constitute and appoint ___________________, attorney, to transfer
        that part of the said Warrant on the books of the within named
        corporation.
 Dated:
                  _________________
                Signature_______________________________________Address______________________________________________________________________________
 FOR
        USE
        BY THE ISSUER ONLY:
 
 This
        Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
        ___________, _____, shares of Common Stock issued therefor in the name of
        _______________, Warrant No. W-_____ issued for ____ shares of Common Stock
        in
        the name of _______________.
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