ex10_11.htm


    
      

    

    
      Exhibit
        10.11

       

      THIS
        WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE
        OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
        STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
        PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION
        OF
        COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER,
        PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
        REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. UPON
        THE
        FULFILLMENT OF CERTAIN OF SUCH CONDITIONS EXOBOX TECHNOLOGIES CORP. HAS AGREED
        TO DELIVER TO THE HOLDER HEREOF A NEW WARRANT OR TO THE HOLDER THEREOF A
        NEW
        CERTIFICATE FOR THE SHARES ISSUABLE HEREUNDER, AS APPLICABLE, IN EACH CASE
        NOT
        BEARING THIS LEGEND, FOR THE WARRANT OR SUCH SHARES, AS THE CASE MAY BE,
        REGISTERED IN THE NAME OF THE HOLDER HEREOF OR THEREOF. A COPY OF THE AGREEMENT
        MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD
        OF
        THIS WARRANT OR OF THE SHARES ISSUABLE HEREUNDER TO THE SECRETARY OF EXOBOX
        TECHNOLOGIES CORP.

      


      EXOBOX
        TECHNOLOGIES CORP.

      COMMON
        STOCK PURCHASE WARRANT

      
        
          

        

      

      


      
        	
                No.
                  2

              	
              	Void
                after July 31, 2011


      

      


      THIS
        CERTIFIES THAT, for value received, Kevin P. Regan (the "Holder") is entitled
        at
        any time during the 60 month period commencing on July 31, 2006 (“Initial
        Warrant Exercise Date”) to subscribe for and purchase Fifty Thousand (50,000)
        shares of the fully paid and nonassessable Common Stock, $.001 par value
        (the
        "Shares"), of EXOBOX TECHNOLOGIES CORP., a Nevada corporation (the "Company"),
        at the per share exercise price of $0.25 (the "Exercise Price"), subject
        to the
        provisions and upon the terms and conditions hereinafter set forth.

      


      
        	
                1.  

              	
                Method
                  of Exercise; Payment.

              


      

      


      
        	
              	
                a.

              	
                Cash
                  Exercise. The purchase rights represented by this Warrant
                  may
                  be exercised by the Holder, in whole or in part, by the surrender
                  of this
                  Warrant (with the notice of exercise form attached hereto as Exhibit
                  A
                  duly executed) at the principal office of the Company, and by the
                  payment
                  to the Company, by certified, cashier's or other check acceptable
                  to the
                  Company or by wire transfer to an account designated by the Company,
                  of an
                  amount equal to the aggregate Exercise Price of the Shares being
                  purchased.

              


      

      


      
        	
              	
                b.

              	
                Net
                  Issue Exercise. In lieu of exercising this Warrant, the
                  Holder may elect to receive Shares equal to the value of this Warrant
                  (or
                  the portion thereof being canceled) by surrender of this Warrant
                  at the
                  principal office of the Company together with notice of such election,
                  in
                  which event the Company shall issue to the Holder a number of Shares
                  computed using the following
                  formula:

              


      

      


      X
        = Y
        (A-B)

      A

      


      Where    X
        = the number of the Shares to be issued to the Holder.

      


      Y
        = the
        number of the Shares purchasable under this Warrant.

      


      A
        = the
        fair market value of one Share on the date of determination.

      


      B
        = the
        per share Exercise Price (as adjusted to the date of such
        calculation).

       

      
        
          
          

        

        
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                c.

              	
                Fair
                  Market Value. For purposes of this Section 1, the per share fair
                  market value of the Shares shall
                  mean:

              


      

      


      
        	
              	
                (i)

              	
                If
                  the Company's Common Stock is publicly traded, the per share fair
                  market
                  value of the Shares shall be the average of the closing prices
                  of the
                  Common Stock as quoted on the Nasdaq National Market or the principal
                  exchange on which the Common Stock is listed, or if not so listed
                  then the
                  fair market value shall be the average of the closing bid prices
                  of the
                  Common Stock as published in The Wall Street Journal, in each case
                  for the
                  fifteen trading days ending five trading days prior to the date
                  of
                  determination of fair market value;

              


      

      


      
        	
              	
                (ii)

              	
                If
                  the Company's Common Stock is not so publicly traded, the per share
                  fair
                  market value of the Shares shall be the greater of $0.40 or such
                  fair
                  market value as is determined in good faith by the Board of Directors
                  of
                  the Company after taking into consideration factors it deems appropriate,
                  including, without limitation, recent sale and offer prices of
                  the capital
                  stock of the Company in private transactions negotiated at arm's
                  length.

              


      

      


      
        	
              	
                d.

              	
                Stock
                  Certificates. In the event of any exercise of the rights
                  represented by this Warrant, certificates for the Shares so purchased
                  shall be delivered to the Holder within a reasonable time and,
                  unless this
                  Warrant has been fully exercised or has expired, a new Warrant
                  representing the shares with respect to which this Warrant shall
                  not have
                  been exercised shall also be issued to the Holder within such
                  time.

              


      

      


      
        	
                2.  

              	
                Stock
                  Fully Paid; Reservation of Shares. All of the Shares issuable
                  upon the exercise of the rights represented by this Warrant will,
                  upon
                  issuance and receipt of the Exercise Price therefor, be fully paid
                  and
                  nonassessable, and free from all taxes, liens and charges with
                  respect to
                  the issue thereof. During the period within which the rights represented
                  by this Warrant may be exercised, the Company shall at all times
                  have
                  authorized and reserved for issuance sufficient shares of its Common
                  Stock
                  to provide for the exercise of the rights represented by this
                  Warrant.

              


      

      


      
        	
                3.  

              	
                Adjustments.
                  Subject to the provisions of Section 11 hereof, the number and
                  kind of
                  securities purchasable upon the exercise of this Warrant and the
                  Exercise
                  Price therefor shall be subject to adjustment from time to time
                  upon the
                  occurrence of certain events, as
                  follows:

              


      

      


      
        	
              	
                a.

              	
                Reclassification.
                  In the case of any reclassification or change of securities of
                  the class
                  issuable upon exercise of this Warrant (other than a change in
                  par value,
                  or from par value to no par value, or from no par value to par
                  value, or
                  as a result of a subdivision or combination), or in case of any
                  merger of
                  the Company with or into another corporation (other than a merger
                  with
                  another corporation in which the Company is the acquiring and the
                  surviving corporation and which does not result in any reclassification
                  or
                  change of outstanding securities issuable upon exercise of this
                  Warrant),
                  or in case of any sale of all or substantially all of the assets
                  of the
                  Company, the Company, or such successor or purchasing corporation,
                  as the
                  case may be, shall duly execute and deliver to the holder of this
                  Warrant
                  a new Warrant (in form and substance reasonably satisfactory to
                  the holder
                  of this Warrant), or the Company shall make appropriate provision
                  without
                  the issuance of a new Warrant, so that the holder of this Warrant
                  shall
                  have the right to receive, at a total purchase price not to exceed
                  that
                  payable upon the exercise of the unexercised portion of this Warrant,
                  and
                  in lieu of the shares of Common Stock theretofore issuable upon
                  exercise
                  of this Warrant, (i) the kind and amount of shares of stock, other
                  securities, money and property receivable upon such reclassification,
                  change, merger or sale by a holder of the number of shares of Common
                  Stock
                  then purchasable under this Warrant, or (ii) in the case of such
                  a merger
                  or sale in which the consideration paid consists all or in part
                  of assets
                  other than securities of the successor or purchasing corporation,
                  at the
                  option of the Holder of this Warrant, the securities of the successor
                  or
                  purchasing corporation having a value at the time of the transaction
                  equivalent to the fair market value of the Common Stock at the
                  time of the
                  transaction. The provisions of this subparagraph (a) shall similarly
                  apply
                  to successive reclassifications, changes, mergers and
                  transfers.

              


      

      


      
        
          
          

        

        
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                b.

              	
                Stock
                  Splits, Dividends and Combinations. In the event that the
                  Company shall at any time subdivide the outstanding shares of Common
                  Stock
                  or shall issue a stock dividend on its outstanding shares of Common
                  Stock
                  the number of Shares issuable upon exercise of this Warrant immediately
                  prior to such subdivision or to the issuance of such stock dividend
                  shall
                  be proportionately increased, and the Exercise Price shall be
                  proportionately decreased, and in the event that the Company shall
                  at any
                  time combine the outstanding shares of Common Stock the number
                  of Shares
                  issuable upon exercise of this Warrant immediately prior to such
                  combination shall be proportionately decreased, and the Exercise
                  Price
                  shall be proportionately increased, effective at the close of business
                  on
                  the date of such subdivision, stock dividend or combination, as
                  the case
                  may be.

              


      

      


      
        	
                4.  

              	
                Notice
                  of Adjustments. Whenever the number of Shares purchasable
                  hereunder or the Exercise Price thereof shall be adjusted pursuant
                  to
                  Section 3 hereof, the Company shall provide notice to the Holder
                  setting
                  forth, in reasonable detail, the event requiring the adjustment,
                  the
                  amount of the adjustment, the method by which such adjustment was
                  calculated, and the number and class of shares which may be purchased
                  thereafter and the Exercise Price therefor after giving effect
                  to such
                  adjustment.

              


      

      


      
        	
                5.  

              	
                Fractional
                  Shares. Whether or not the number of shares purchasable upon
                  the exercise of a Warrant is adjusted pursuant to Section 3 of
                  this
                  Agreement, this Warrant may not be exercised for fractional shares
                  and the
                  Company shall not be required to issue fractions of Shares upon
                  exercise
                  of the Warrants or to distribute Shares certificates that evidence
                  fractional Shares.  In lieu of fractional Shares, there shall be
                  returned to exercising Registered Holders of the Warrants upon
                  such
                  exercise an amount in cash, in United States dollars, equal to
                  the amount
                  in excess of that required to purchase the largest number of full
                  Shares.

              


      

      


      
        	
                6.  

              	
                Representations
                  of the Company. The Company represents that all corporate
                  actions on the part of the Company, its officers, directors and
                  shareholders necessary for the sale and issuance of the Shares
                  pursuant
                  hereto and the performance of the Company's obligations hereunder
                  were
                  taken prior to and are effective as of the effective date of this
                  Warrant.

              


      

      


      
        	
                7.  

              	
                Representations
                  and Warranties by the Holder. The Holder represents and
                  warrants to the Company as follows:

              


      

      


      
        	
              	
                a.

              	
                This
                  Warrant and the Shares issuable upon exercise thereof are being
                  acquired
                  for its own account, for investment and not with a view to, or
                  for resale
                  in connection with, any distribution or public offering thereof
                  within the
                  meaning of the Securities Act of 1933, as amended (the "Act").
                  Upon
                  exercise of this Warrant, the Holder shall, if so requested by
                  the
                  Company, confirm in writing, in a form satisfactory to the Company,
                  that
                  the securities issuable upon exercise of this Warrant are being
                  acquired
                  for investment and not with a view toward distribution or
                  resale.

              


      

      


      
        	
              	
                b.

              	
                The
                  Holder understands that the Warrant and the Shares have not been
                  registered under the Act by reason of their issuance in a transaction
                  exempt from the registration and prospectus delivery requirements
                  of the
                  Act pursuant to Section 4(2) thereof, and that they must be held
                  by the
                  Holder indefinitely, and that the Holder must therefore bear the
                  economic
                  risk of such investment indefinitely, unless a subsequent disposition
                  thereof is registered under the Act or is exempted from such
                  registration.

              


      

      


      
        	
              	
                c.

              	
                The
                  Holder has such knowledge and experience in financial and business
                  matters
                  that it is capable of evaluating the merits and risks of the purchase
                  of
                  this Warrant and the Shares purchasable pursuant to the terms of
                  this
                  Warrant and of protecting its interests in connection
                  therewith.

              


      

       

      
        	
              	
                d.

              	
                The
                  Holder is able to bear the economic risk of the purchase of the
                  Shares
                  pursuant to the terms of this
                  Warrant.

              


      

       

      
        
          
          

        

        
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            3 of
            7

          
            

          

        

        
          
          

        

      

       

      
        	
                8.  

              	
                Restrictive
                  Legend. The Shares (unless registered under the Act) shall
                  be
                  stamped or imprinted with a legend in substantially the following
                  form:
                  THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
                  INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
                  OR
                  DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED
                  IN THE
                  ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN
                  OPINION OF
                  COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER
                  IS
                  EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
                  OF THE
                  ACT. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS EXOBOX
                  TECHNOLOGIES CORP. HAS AGREED TO DELIVER TO THE HOLDER HEREOF A
                  NEW
                  CERTIFICATE NOT BEARING THIS LEGEND FOR THE SECURITIES REPRESENTED
                  HEREBY
                  REGISTERED IN THE NAME OF THE HOLDER HEREOF. A COPY OF THE AGREEMENT
                  MAY
                  BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF
                  RECORD OF
                  THIS CERTIFICATE TO THE SECRETARY OF EXOBOX TECHNOLOGIES
                  CORP.

              


      

      


      
        	
                9.  

              	
                Restrictions
                  Upon Transfer and Removal of
                  Legend.

              


      

      


      
        	
              	
                a.

              	
                The
                  Company need not register a transfer of this Warrant or Shares
                  bearing the
                  restrictive legend set forth in Section 8 hereof, unless the conditions
                  specified in such legend are satisfied. The Company may also instruct
                  its
                  transfer agent not to register the transfer of the Shares, unless
                  one of
                  the conditions specified in the legend referred to in Section 8
                  hereof is
                  satisfied.

              


      

      


      
        	
              	
                b.

              	
                Notwithstanding
                  the provisions of paragraph (a) above, no opinion of counsel shall
                  be
                  necessary for a transfer without consideration by any holder (i)
                  if such
                  holder is a partnership, to a partner or retired partner of such
                  partnership who retires after the date hereof or to the estate
                  of any such
                  partner or retired partner, or (ii) if such holder is a corporation,
                  to a
                  shareholder of such corporation, or to any other corporation under
                  common
                  control, direct or indirect, with such
                  holder.

              


      

      


      
        	
                10.  

              	
                Rights
                  of Shareholders. No holder of this Warrant shall be entitled,
                  as a Warrant holder, to vote or receive dividends or be deemed
                  the holder
                  of any Shares or any other securities of the Company which may
                  at any time
                  be issuable on the exercise hereof for any purpose, nor shall anything
                  contained herein be construed to confer upon the holder of this
                  Warrant,
                  as such, any of the rights of a stockholder of the Company or any
                  right to
                  vote for the election of directors or upon any matter submitted
                  to
                  shareholders at any meeting thereof, or to give or withhold consent
                  to any
                  corporate action (whether upon any recapitalization, issuance of
                  stock,
                  reclassification of stock, change of par value, consolidation,
                  merger,
                  conveyance, or otherwise) or to receive notice of meetings, or
                  to receive
                  dividends or subscription rights or otherwise until the Warrant
                  shall have
                  been exercised and the Shares purchasable upon the exercise hereof
                  shall
                  have become deliverable, as provided
                  herein.

              


      

      


      
        	
                11.  

              	
                Redemption

              


      

      


      
        	
              	
                a.

              	
                Price  At
                  any time on or after the Initial Warrant Exercise Date the Company
                  may
                  redeem the Warrants, at its option, upon thirty days’ notice at a price of
                  $.001 per Warrant provided that the average closing bid price on
                  the
                  over-the-counter market for the Shares for 10 consecutive trading
                  days
                  immediately prior to the date of notice of redemption shall have
                  been
                  $2.50 or higher.

              


      

      


      
        	
              	
                b.

              	
                Notice
                  of Redemption   If the Company exercises its
                  right to redeem the Warrants, it shall mail a notice of redemption
                  to
                  Registered Holders of the Warrants proposed for redemption, first
                  class,
                  postage prepaid, not later than thirty days before the date fixed
                  for
                  redemption, at the Registered Holders’ last addresses as shall appear on
                  the records of the Warrant Agent.  Any notice mailed in the
                  manner provided herein shall be conclusively presumed to have been
                  duly
                  given whether or not the Registered Holder receives such
                  notice.

              


      

      


      
        	
              	
                c.

              	
                Contents
                  of Notice  The notice of redemption shall specify
                  the redemption price, date fixed for redemption, the place where
                  the
                  Warrant shall be delivered and the redemption price shall be paid,
                  and
                  that the right to exercise the Warrant shall terminate at 5:00
                  p.m.
                  (Nevada time) on the business day immediately preceding the date
                  fixed for
                  redemption.  The date fixed for the redemption of the Warrants
                  shall be the Redemption Date.

              


      

       

      
        
          
          

        

        
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                d.

              	
                Early
                  Redemption  The Warrants may be called
                  for redemption prior to the redemption date with respect to an
                  entire
                  class or classes, or in the alternative, with respect to any portion
                  of a
                  class or classes (and if called with respect to a portion of a
                  class, such
                  call shall be on a pro rata basis as to the holdings of each Registered
                  Holder within such class).

              


      

      


      
        	
              	
                e.

              	
                Effect
                  of Redemption  Any right to exercise a Warrant
                  shall terminate at 5:00 p.m. (Nevada time) on the business day
                  immediately
                  preceding the Redemption Date.  On and after the Redemption
                  Date, Holders of the Warrants shall have no further rights except
                  to
                  receive, upon surrender of the Warrant, the redemption price of
                  $.001,
                  without interest, per Warrant.

              


      

      


      
        	
                12.  

              	
                Notices.
                  All notices and other communications required or permitted hereunder
                  shall
                  be in writing, shall be effective when given, and shall in any
                  event be
                  deemed to be given upon receipt or, if earlier, (a) five (5) days
                  after
                  deposit with the U.S. Postal Service or other applicable postal
                  service,
                  if delivered by first class mail, postage prepaid, (b) upon delivery,
                  if
                  delivered by hand, (c) one business day after the business day
                  of deposit
                  with Federal Express or similar overnight courier, freight prepaid
                  or (d)
                  one business day after the business day of facsimile transmission,
                  if
                  delivered by facsimile transmission with copy by first class mail,
                  postage
                  prepaid, and shall be addressed (i) if to the Holder, at the Holder's
                  address as set forth on the books of the Company, and (ii) if to
                  the
                  Company, at the address of its principal corporate offices (attention:
                  President) or at such other address as a party may designate by
                  ten days
                  advance written notice to the other party pursuant to the provisions
                  above.

              


      

      


      
        	
                13.  

              	
                Registration
                  Rights Agreement. The registration rights of the Holder
                  (including Holders' successors) with respect to the stock underlying
                  this
                  warrant will be the same as granted to the holders of the Company's
                  Common
                  Stock.

              


      

      


      In
        the
        event that subsequent to the date hereof, the Company proposes to file a
        registration statement relating to any of its securities under the Securities
        Act in connection with the public offering of such securities solely for
        cash
        (other than a registration statement on Form S-4, Form S-8 or any form which
        does not include substantially the same information as would be required
        to be
        included in a registration statement covering the sale of the shares of Common
        Stock issuable upon exercise of the Warrant), the Company shall promptly
        give
        the Consultant written notice of such registration (the “Piggy-Back Notice”) and
        the Holder shall be afforded the right to include the shares of Common Stock
        issuable upon exercise of the Warrant in such registration statement.  Upon
        the written request of the Holder given within twenty (20) days after receipt
        of
        such Piggy-Back Notice from the Company, the Company shall cause to be included
        in the registration statement filed by the Company under the Securities Act
        all
        of the shares of Common Stock issuable upon exercise of the Warrant that
        the
        Holder has requested to be registered.  Notwithstanding the foregoing, the
        Company shall have no obligation hereunder if such registration statement
        relates to an underwritten offering and the managing underwriter of the subject
        proposed offering has expressed its objection to the same to the Company. 
To the extent that the Company includes for registration only a portion of
        the
        shares of Common Stock requested by the Holder to be included in a registration
        statement hereunder, the Holder shall have the right to provide a Demand
        Request
        and shall continue to be given Piggy-Back Notice for subsequent registration
        statement filings by the Company until such time as all of the shares of
        Common
        Stock issuable upon exercise of the Warrant have been included in an effective
        registration statement.

      


      
        	
                14.  

              	
                Governing
                  Law. This Warrant and all actions arising out of or in
                  connection with this Agreement shall be governed by and construed
                  in
                  accordance with the laws of the State of Nevada, without regard
                  to the
                  conflicts of law provisions of the State of Nevada or of any other
                  state.

              


      

      


      
        	
                15.  

              	
                Entire
                  Agreement; Modification; Waivers  This Agreement
                  contains the entire agreement of the parties, and supersedes any
                  prior
                  agreements with respect to its subject matter. Except for the provisions
                  of subsection 4.2, the Warrant Agent and the Company, by supplemental
                  agreement, may make any changes in this Agreement (i) that they
                  shall deem
                  appropriate to cure any ambiguity or to correct any defective or
                  inconsistent provision or manifest mistake or error herein contained;
                  or
                  (ii) that they may deem necessary or desirable and that shall not
                  adversely affect the interests of the Registered Holders of Warrant
                  Certificates (this provision, for instance, shall permit the Exercise
                  Price to be decreased at the Company’s
                  option).

              


      

       

      
        
          
          

        

        
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                16.  

              	
                Jurisdiction
                  and Venue  The courts of the State of Texas,
                  sitting in the City of Houston, (the “Texas Courts”) shall have exclusive
                  jurisdiction to hear, adjudicate, decide, determine and enter final
                  judgment in any action, suit, proceeding, case, controversy or
                  dispute,
                  whether at law or in equity or both, and whether in contract or
                  tort or
                  both, arising out of or related to this Agreement, or the construction
                  or
                  enforcement hereof or thereof (any such action, suit, proceeding,
                  case,
                  controversy or dispute, a “Related Action”).  The Company and
                  the Registered Holder hereby irrevocably consent and submit to
                  the
                  exclusive personal jurisdiction of the Texas Courts to hear, adjudicate,
                  decide, determine and enter final judgment in any Related
                  Action.  The Company and the Registered Holder hereby
                  irrevocably waive and agree not to assert any right or claim that
                  it is
                  not personally subject to the jurisdiction of the Texas Courts
                  in any
                  Related Action, including any claim of forum non conveniens or
                  that the Texas Courts are not the proper venue or form to adjudicate
                  any
                  Related Action.  If any Related Action is brought or maintained
                  in any court other than the Texas Courts, then that court shall,
                  at the
                  request of the Company or the Registered Holder, dismiss that
                  action.

              


      

      


      
        	
                17.  

              	
                Specific
                  Performance  The Company hereby acknowledges and
                  agrees that it is difficult, if not impossible to measure in money
                  the
                  damages that will accrue to the Registered Holder by reason of
                  a failure
                  to issue the Shares under this Agreement, and that the Registered
                  Holder
                  may seek to specifically enforce the Company’s obligation to issue the
                  Shares.  Therefore, if the Registered Holder shall institute any
                  action or proceeding to enforce the provisions hereof, the Company
                  hereby
                  waives all claims or defenses therein that the Registered Holder
                  has an
                  adequate remedy at law, and hereby agrees not to assert or otherwise
                  raise
                  any such claim or defense.

              


      

      


      
        	
                18.  

              	
                Waiver
                  of Jury Trial  The Company and the Registered
                  Holder hereby waive trial by jury in any Related
                  Action.

              


      

      


      
        	
                19.  

              	
                Attorney’s
                  Fees  The prevailing party in any Related Action
                  shall be entitled to recover that party’s costs of suit, including
                  reasonable attorney’s fees.

              


      

      


      
        	
                20.  

              	
                Binding
                  Effect  This Agreement shall be binding on, and
                  shall inure to the benefit of the parties and their respective
                  successors
                  in interest.

              


      

      


      
        	
                21.  

              	
                Construction,
                  Counterparts  This Agreement shall be construed as
                  a whole and in favor of the validity and enforceability of each
                  of its
                  provisions, so as to carry out the intent of the parties as expressed
                  herein. Heading are for the convenience of reference, and the meaning
                  and
                  interpretation of the text of any provision shall take precedence
                  over its
                  heading. This Agreement may be signed in one or more counterparts,
                  each of
                  which shall constitute an original, but all of which, taken together
                  shall
                  constitute one agreement. A faxed copy or photocopy of a party’s signature
                  shall be deemed an original for all
                  purposes.

              


      

      


      Issued
        this 31st day
        of July, 2006.

      
        	 	
                EXOBOX
                  TECHNOLOGIES CORP.

              
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 


      

       

      
        
          
          

        

        
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      EXHIBIT
        A

      NOTICE
        OF
        EXERCISE

      


      TO:     EXOBOX
        TECHNOLOGIES CORP.

      6303
        Beverly Hill, Suite 210

      Houston,
        Texas 77057

      Attention:
        Robert B. Dillon

      


      
        	
                1.

              	
                The
                  undersigned hereby elects to purchase __________ Shares of EXOBOX
                  TECHNOLOGIES CORP. pursuant to the terms of the attached
                  Warrant.

              


      

      


      
        	
                2.

              	
                Method
                  of Exercise (Please initial the applicable
                  blank):

              


      

      


      
        	
                o

              	
                The
                  undersigned elects to exercise the attached Warrant by means of
                  a cash
                  payment, and tenders herewith or by concurrent wire transfer payment
                  in
                  full for the purchase price of the shares being purchased, together
                  with
                  all applicable transfer taxes, if
                  any.

              


      

      


      
        	
                o

              	
                The
                  undersigned elects to exercise the attached Warrant by means of
                  the net
                  exercise provisions of Section 1(b) of the
                  Warrant.

              


      

      


      
        	
                3.

              	
                Please
                  issue a certificate or certificates representing said Shares in
                  the name
                  of the undersigned or in such other name as is specified
                  below:

              


      

      


      


      _________________________________

       
        (Name)

      _________________________________

      


      _________________________________

      (Address)

      


      
        	
                4.

              	
                The
                  undersigned hereby represents and warrants that the aforesaid Shares
                  are
                  being acquired for the account of the undersigned for investment
                  and not
                  with a view to, or for resale, in connection with the distribution
                  thereof, and that the undersigned has no present intention of distributing
                  or reselling such shares and all representations and warranties
                  of the
                  undersigned set forth in Section 7 of the attached Warrant are
                  true and
                  correct as of the date hereof.

              


      

      


      


      
        	 	 	 	 
	 	 	 	
                (Signature)

              
	 	 	 	
                Title:

              	 
	 	 	 	 	 
	
                (Date)

              	 	 	 	 


      

    

     

     

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