To:    PCMT
      CORPORATION

    


    PCMT
      CORPORATION

    REGULATION
      S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION

    


    SECTION
      1

    


    1.1 Subscription.
      

    


    (a)
      The
      undersigned, intending to be legally bound, hereby irrevocably subscribes for
      and agrees to purchase ____________ Units (hereafter defined) to be issued
      by
      PCMT Corporation, a Delaware corporation (the "Company") in an offshore
      transaction negotiated outside the U.S. and to be consummated and closed outside
      the U.S. The Company is directly offering for sale 16,666,666 Units for an
      aggregate gross proceeds of $2,500,000. A “Unit” shall consist of the following:


    


    
      	 	
              (1)
                

            	
              one
                share of Common Stock (a “Purchased
                Share”);

            


    

    


    
      	 	
              (2)
                

            	
              one
                warrant, as further described in the Class A Warrant Agreement attached
                hereto as Exhibit A, entitling the undersigned to purchase one share
                of
                Common Stock at an exercise price of $0.25 per share, expiring on
                one year
                from the date of this Subscription Agreement (a “Class A Warrant”); and
                

            


    

    


    
      	 	
              (3)
                

            	
              one
                Class B Warrant, as further described in the Class B Warrant Agreement
                attached hereto as Exhibit B, entitling the undersigned to purchase
                one
                share of Common Stock at an exercise price of $0.375 per share, expiring
                three years from the date of this Subscription Agreement (a “Class B
                Warrant, and together with the Class A Warrant, the “Warrants”).
                

            


    

    


    
      	 	
              (4)

            	
              The
                undersigned understands that the Company is implementing a 1 to 10
                forward
                stock split of its issued and outstanding shares of common stock,
                which
                will be effective on November 26, 2007, and agrees that in the event
                the
                sale of the Units subscribed for by the undersigned is consummated
                prior
                to the effective date of forward stock split, the securities underlying
                the Units will not be issued until after November 26, 2007. Accordingly,
                the undersigned agreed and acknowledged that the amount of Purchased
                Shares and Warrant Shares being purchased by the undersigned are
                post
                split amounts.

            


    

     

    (b)
      For
      purposes of this Subscription Agreement: 

    


    
      	 	
              (1)
                

            	
              “Common
                Stock” means the common stock of the Company, par value $0.0001 per share.
                

            


    

    


    
      	 	
              (2)
                

            	
              “Securities”
                means the Purchased Shares, the Warrants and the Warrant Shares.
                

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (3)
                

            	
              “Warrant
                Shares” means the shares of Common Stock issuable upon due exercise of the
                Warrants.

            


    

    


    1.2 Purchase
      of Units.

    


    The
      undersigned understands and acknowledges that the purchase price to be remitted
      to the Company in exchange for the Units shall be ____________ dollars ($______)
      or $0.15 per Unit. Simultaneous with the execution and delivery of this
      Agreement, including the Investor Questionnaire annexed hereto, the undersigned
      shall deliver to the Company the aforementioned purchase price by wire transfer
      of immediately available funds. Wire instructions are attached hereto as
      Appendix A. 

    


    1.3 Acceptance
      or Rejection.

    


    (a) The
      undersigned understands and agrees that the Company reserves the right to reject
      this subscription for the Units if, in its reasonable judgment, it deems such
      action in the best interest of the Company, at any time prior to the Closing,
      notwithstanding prior receipt by the undersigned of notice of acceptance of
      the
      undersigned's subscription.

    


    (b) The
      undersigned understands and agrees that its subscription for the Units is
      irrevocable.

    


    (c) In
      the
      event the sale of the Units subscribed for by the undersigned is not consummated
      by the Company for any reason (in which event this Subscription Agreement shall
      be deemed to be rejected), this Subscription Agreement and any other agreement
      entered into between the undersigned and the Company relating to this
      subscription shall thereafter have no force or effect and the Company shall
      promptly return or cause to be returned to the undersigned the purchase price
      remitted to the Company by the undersigned, without interest thereon or
      deduction therefrom, in exchange for the Units.

    


    SECTION
      2

    


    2.1 Closing

    


    The
      closing (the "Closing") of the purchase and sale of the Units, shall occur
      simultaneously with the acceptance by the Company of the undersigned's
      subscription, as evidenced by the Company's execution of this Subscription
      Agreement.

    


    SECTION
      3

    


    3.1 Investor
      Representations and Warranties.
      

    


    The
      undersigned hereby acknowledges, represents and warrants to, and agrees with,
      the Company and its affiliates as follows:

    


    (a) The
      undersigned is acquiring the Securities for his own account as principal, not
      as
      a nominee or agent, for investment purposes only, and not with a view to, or
      for, resale, distribution or fractionalization thereof in whole or in part
      and
      no other person has a direct or indirect beneficial interest in such Securities
      or any portion thereof. Further, the undersigned does not have any contract,
      undertaking, agreement or arrangement with any person to sell, transfer or
      grant
      participations to such person or to any third person, with respect to the
      Securities for which the undersigned is subscribing or any part of the
      Securities.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    


    (b) The
      undersigned has full power and authority to enter into this Agreement, the
      execution and delivery of this Agreement has been duly authorized, if
      applicable, and this Agreement constitutes a valid and legally binding
      obligation of the undersigned.

    


    (c) The
      undersigned is not subscribing for the Securities as a result of or subsequent
      to any advertisement, article, notice or other communication published in any
      newspaper, magazine or similar media or broadcast over television or radio,
      or
      presented at any seminar or meeting, or any solicitation of a subscription
      by
      person previously not known to the undersigned in connection with investment
      securities generally.

    


    (d) The
      undersigned understands that the Company is under no obligation to register
      the
      Securities under the Securities Act of 1933, as amended (the “Securities Act”),
      or to assist the undersigned in complying with the Securities Act or the
      securities laws of any state of the United States or of any foreign
      jurisdiction.

    


    (e) The
      undersigned is (i) experienced in making investments of the kind described
      in
      this Agreement and the related documents, (ii) able, by reason of the business
      and financial experience of its officers (if an entity) and professional
      advisors (who are not affiliated with or compensated in any way by the Company
      or any of its affiliates or selling agents), to protect its own interests in
      connection with the transactions described in this Agreement, and the related
      documents, and (iii) able to afford the entire loss of its investment in the
      Securities. The undersigned further understands that the Company currently
      has
      no business or operations and although it is contemplating entering the field
      of
      clean energy technologies, the Company currently has no agreements or
      arrangements with any persons in connection therewith.

    


    (f) The
      undersigned acknowledges his understanding that the offering and sale of the
      Purchased Shares, Warrants and the issuance of the Warrant Shares upon due
      exercise of the Warrants is intended to be exempt from registration under the
      Securities Act. In furtherance thereof, in addition to the other representations
      and warranties of the undersigned made herein, the undersigned further
      represents and warrants to and agrees with the Company and its affiliates as
      follows:

    


    
      	 	
              (i)

            	
              The
                undersigned realizes that the basis for the exemption may not be
                present
                if, notwithstanding such representations, the undersigned has in mind
                merely acquiring the Securities for a fixed or determinable period
                in the
                future, or for a market rise, or for sale if the market does not
                rise. The
                undersigned does not have any such
                intention;

            


    

    


    
      	 	
              (ii)

            	
              The
                undersigned has the financial ability to bear the economic risk of
                his
                investment, has adequate means for providing for his current needs
                and
                personal contingencies and has no need for liquidity with respect
                to his
                investment in the Company; 

            


    

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    
      	 	
              (iii)

            	
              The
                undersigned has such knowledge and experience in financial and business
                matters as to be capable of evaluating the merits and risks of the
                prospective investment in the Securities. The undersigned also represents
                it has not been organized for the purpose of acquiring the Securities;
                

            


    

    


    
      	 	
              (iv)

            	
              The
                undersigned has been provided an opportunity for a reasonable period
                of
                time prior to the date hereof to obtain additional information concerning
                the offering of the Securities, the Company and all other information
                to
                the extent the Company possesses such information or can acquire
                it
                without unreasonable effort or expense;
                and

            


    

    


    
      	 	
              (v)

            	
              The
                undersigned has carefully reviewed all of the Company’s filings under the
                Securities Exchange Act of 1934, as amended (the “Exchange
                Act”).

            


    

    


    (g) The
      undersigned is not relying on the Company, or its affiliates or agents with
      respect to economic considerations involved in this investment. The undersigned
      has relied solely on its own advisors.

    


    (h) No
      representations or warranties have been made to the undersigned by the Company,
      or any officer, employee, agent, affiliate or subsidiary of the Company, other
      than the representations of the Company contained herein, and in subscribing
      for
      Units the undersigned is not relying upon any representations other than those
      contained herein. 

    


    (i) Any
      resale of the Securities during the ‘distribution compliance period’ as defined
      in Rule 902(f) to Regulation S shall only be made in compliance with exemptions
      from registration afforded by Regulation S. Further, any such sale of the
      Securities in any jurisdiction outside of the United States will be made in
      compliance with the securities laws of such jurisdiction. The Investor will
      not
      offer to sell or sell the Securities in any jurisdiction unless the Investor
      obtains all required consents, if any.

    


    (j)
      The
      undersigned understands that the Securities are being offered and sold in
      reliance on an exemption from the registration requirements of United States
      federal and state securities laws under Regulation S promulgated under the
      Securities Act and that the Company is relying upon the truth and accuracy
      of
      the representations, warranties, agreements, acknowledgments and understandings
      of the Investor set forth herein in order to determine the applicability of
      such
      exemptions and the suitability of the Investor to acquire the Securities. In
      this regard, the undersigned represents, warrants and agrees that:

     

    
      	 	
              1.

            	
              The
                undersigned is an U.S. Person (as defined below) and is not an affiliate
                (as defined in Rule 501(b) under the Securities Act) of the Company
                and is
                not acquiring the Securities for the account or benefit of a U.S.
                Person.
                A U.S. Person means any one of the
                following:

            


    

     

    
      	 	
              ·

            	
              any
                natural person resident in the United States of
                America;

            


    

     

    
      	 	
              ·

            	
              any
                partnership or corporation organized or incorporated under the laws
                of the
                United States of America;

            


    

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    
      	 	
              ·

            	
              any
                estate of which any executor or administrator is a U.S.
                person;

            


    

     

    
      	 	
              ·

            	
              any
                trust of which any trustee is a U.S.
                person;

            


    

     

    
      	 	
              ·

            	
              any
                agency or branch of a foreign entity located in the United States
                of
                America;

            


    

     

    
      	 	
              ·

            	
              any
                non-discretionary account or similar account (other than an estate
                or
                trust) held by a dealer or other fiduciary for the benefit or account
                of a
                U.S. person;

            


    

     

    
      	 	
              ·

            	
              any
                discretionary account or similar account (other than an estate or
                trust)
                held by a dealer or other fiduciary organized, incorporated or (if
                an
                individual) resident in the United States of America;
                and

            


    

     

    
      	 	
              ·

            	
              any
                partnership or corporation if:

            


    

     

    (A)
      organized or incorporated under the laws of any foreign jurisdiction;
      and

     

    (B)
      formed by a U.S. person principally for the purpose of investing in securities
      not registered under the Securities Act, unless it is organized or incorporated,
      and owned, by accredited investors (as
      defined in Rule 501(a) under the Securities Act) who are not natural persons,
      estates or trusts.

     

    
      	 	
              2.

            	
              At
                the time of the origination of contact concerning this Agreement
                and the
                date of the execution and delivery of this Agreement, the undersigned
                was
                outside of the United States.

            


    

     

    
      	 	
              3.

            	
              The
                undersigned will not, during the period commencing on the date of
                issuance
                of the Purchased Shares or Warrants and ending on the first anniversary
                of
                such date, or such shorter period as may be permitted by Regulation
                S or
                other applicable securities law (the “Restricted Period”), offer, sell,
                pledge or otherwise transfer the Purchased Shares or the Warrants
                in the
                United States, or to a U.S. Person for the account or for the benefit
                of a
                U.S. Person, or otherwise in a manner that is not in compliance with
                Regulation S. 

            


    

     

    
      	 	
              4.

            	
              The
                undersigned will, after expiration of the Restricted Period, offer,
                sell,
                pledge or otherwise transfer the Purchased Shares or Warrants only
                pursuant to registration under the Securities Act or an available
                exemption therefrom and, in accordance with all applicable state
                and
                foreign securities laws.

            


    

     

    
      	 	
              5.

            	
              The
                undersigned was not in the United States, engaged in, and prior to
                the
                expiration of the Restricted Period will not engage in, any short
                selling
                of or any hedging transaction with respect to the Securities, including
                without limitation, any put, call or other option transaction, option
                writing or equity swap.

            


    

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    
      	 	
              6.

            	
              Neither
                the undersigned nor or any person acting on his behalf has engaged,
                nor
                will engage, in any directed selling efforts to a U.S. Person with
                respect
                to the Securities and the Investor and any person acting on his behalf
                have complied and will comply with the “offering restrictions”
                requirements of Regulation S under the Securities
                Act.

            


    

     

    
      	 	
              7.

            	
              The
                transactions contemplated by this Agreement have not been pre-arranged
                with a buyer located in the United States or with a U.S. Person,
                and are
                not part of a plan or scheme to evade the registration requirements
                of the
                Securities Act.

            


    

     

    
      	 	
              8.

            	
              Neither
                the undersigned nor any person acting on his behalf has undertaken
                or
                carried out any activity for the purpose of, or that could reasonably
                be
                expected to have the effect of, conditioning the market in the United
                States, its territories or possessions, for any of the Securities.
                The
                undersigned agrees not to cause any advertisement of the Securities
                to be
                published in any newspaper or periodical or posted in any public
                place and
                not to issue any circular relating to the Securities, except such
                advertisements that include the statements required by Regulation
                S under
                the Securities Act, and only offshore and not in the U.S. or its
                territories, and only in compliance with any local applicable securities
                laws.

            


    

     

    
      	 	
              9.

            	
              Each
                certificate representing the Securities shall be endorsed with the
                following legends, in addition to any other legend required to be
                placed
                thereon by applicable federal or state securities
                laws:

            


    

     

    (A) “THE
      SECURITIESARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
      IN
      REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES
      ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
      COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
      UNDER THE SECURITIES ACT.”

     

    (B) “TRANSFER
      OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
      OF
      REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT
      TO
      AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED
      UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    
 

    
      	 	
              10.

            	
              The
                undersigned consents to the Company making a notation on its records
                or
                giving instructions to any transfer agent of the Company in order
                to
                implement the restrictions on transfer of the Securities set forth
                in this
                Section 2.

            


    

    


    (k) The
      undersigned is an “accredited investor” as that term is defined in Rule 501 of
      the General Rules and Regulations under the Securities Act by reason of Rule
      501(a)(3).

    


    (l) The
      undersigned understands that an investment in the Securities is a speculative
      investment which involves a high degree of risk and the potential loss of his
      entire investment.

    


    (m) The
      undersigned's overall commitment to investments which are not readily marketable
      is not disproportionate to the undersigned's net worth, and an investment in
      the
      Securities will not cause such overall commitment to become
      excessive.

    


    (n) The
      undersigned has received all documents, records, books and other information
      pertaining to the undersigned’s investment in the Company that has been
      requested by the undersigned. The undersigned has reviewed all reports and
      other
      documents filed by the Company with the Securities and Exchange Commission
      (the
“SEC Documents”).

    


    (o) The
      undersigned represents and warrants to the Company that all information that
      the
      undersigned has provided to the Company, including, without limitation, the
      information in the Investor Questionnaire attached hereto or previously provided
      to the Company (the “Investor Questionnaire”), is correct and complete as of the
      date hereof.

    


    (p) Other
      than as set forth herein, the undersigned is not relying upon any other
      information, representation or warranty by the Company or any officer, director,
      stockholder, agent or representative of the Company in determining to invest
      in
      the Securities. The undersigned has consulted, to the extent deemed appropriate
      by the undersigned, with the undersigned’s own advisers as to the financial,
      tax, legal and related matters concerning an investment in the Securities and
      on
      that basis believes that his or its investment in the Securities is suitable
      and
      appropriate for the undersigned.

    


    (q) The
      undersigned is aware that no federal or state agency has (i) made any finding
      or
      determination as to the fairness of this investment, (ii) made any
      recommendation or endorsement of the Securities or the Company, or (iii)
      guaranteed or insured any investment in the Securities or any investment made
      by
      the Company.

    


    (p) The
      undersigned understands that the price of the Securities offered hereby bear
      no
      relation to the assets, book value or net worth of the Company and were
      determined arbitrarily by the Company. The undersigned further understands
      that
      there is a substantial risk of further dilution on his or its investment in
      the
      Company.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    SECTION
      4

    


    The
      Company represents and warrants to the undersigned as follows:

    


    4.1  Organization
      of the Company.
      The
      Company is a corporation duly organized and validly existing and in good
      standing under the laws of the State of Delaware, and has all requisite power
      and authority to own, lease and operate its properties and to carry on its
      business as now being conducted. 

    


    4.2 Authority.
      (a) The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement and to issue the Securities; (b)
      the execution and delivery of this Agreement by the Company and the consummation
      by it of the transactions contemplated hereby and thereby have been duly
      authorized by all necessary corporate action and no further consent or
      authorization of the Company or its Board of Directors is required; and (c)
      this
      Agreement has been duly executed and delivered by the Company and constitutes
      a
      valid and binding obligation of the Company enforceable against the Company
      in
      accordance with its terms, except as such enforceability may be limited by
      applicable bankruptcy, insolvency, or similar laws relating to, or affecting
      generally the enforcement of, creditors' rights and remedies or by other
      equitable principles of general application.

    


    4.3 Capitalization.
      As of
      the date hereof, the authorized capital stock of the Company consists of
      100,000,000 shares of Common Stock, of which 6,140,000 are issued and
      outstanding prior to the share dividend or forward stock split. On the effective
      date of the share dividend or forward stock split, 61,140,000 shares of common
      stock will be issued and outstanding. All the outstanding shares have been,
      or
      upon issuance will be, validly issued and are fully paid and nonassessable.
      

    


    4.4 SEC
      Documents.
      To the
      best of Company's knowledge, the Company has not provided to the undersigned
      any
      information that, according to applicable law, rule or regulation, should have
      been disclosed publicly prior to the date hereof by the Company, but which
      has
      not been so disclosed. As of their respective dates, the SEC Documents complied
      in all material respects with the requirements of the Securities Act or the
      Exchange Act, as the case may be, and other federal, state and local laws,
      rules
      and regulations applicable to such SEC Documents, and none of the SEC Documents
      contained any untrue statement of a material fact or omitted to state a material
      fact required to be stated therein or necessary in order to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading. The financial statements of the Company included in the SEC
      Documents comply as to form and substance in all material respects with
      applicable accounting requirements and the published rules and regulations
      of
      the Securities and Exchange Commission (the “SEC”) or other applicable rules and
      regulations with respect thereto. Such financial statements have been prepared
      in accordance with generally accepted accounting principles applied on a
      consistent basis during the periods involved (except (a) as may be otherwise
      indicated in such financial statements or the notes thereto or (b) in the case
      of unaudited interim statements, to the extent they may not include footnotes
      or
      may be condensed or summary statements) and fairly present in all material
      respects the financial position of the Company as of the dates thereof and
      the
      results of operations and cash flows for the periods then ended (subject, in
      the
      case of unaudited statements, to normal year-end audit
      adjustments).

    


    4.5 Exemption
      from Registration; Valid Issuances.
      The
      sale and issuance of the Securities, in accordance with the terms and on the
      bases of the representations and warranties of the undersigned set forth herein,
      may and shall be properly issued by the Company to the undersigned pursuant
      to
      Section 4(2), Regulation S and/or any applicable U.S state law. When issued
      and
      paid for as herein provided, the Securities shall be duly and validly issued,
      fully paid, and nonassessable. Neither the sales of the Securities pursuant
      to,
      nor the Company's performance of its obligations under, this Agreement shall
      (a)
      result in the creation or imposition of any liens, charges, claims or other
      encumbrances upon the Securities or any of the assets of the Company, or (b)
      entitle the other holders of the Common Stock of the Company to preemptive
      or
      other rights to subscribe to or acquire the Common Stock or other securities
      of
      the Company. The Securities shall not subject the undersigned to personal
      liability by reason of the ownership thereof. 

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    


    4.6 No
      General Solicitation or Advertising in Regard to this
      Transaction.
      Neither
      the Company nor any of its affiliates nor any person acting on its or their
      behalf (a) has conducted or will conduct any general solicitation (as that
      term
      is used in Rule 502(c) of Regulation D) or general advertising with respect
      to
      any of the Securities, or (b) made any offers or sales of any security or
      solicited any offers to buy any security under any circumstances that would
      require registration of the Common Stock under the Securities Act.

    


    4.7 No
      Conflicts. The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby, including
      without limitation the issuance of the Securities, do not and will not (a)
      result in a violation of the Certificate or By-Laws of the Company or (b)
      conflict with, or constitute a material default (or an event that with notice
      or
      lapse of time or both would become a material default) under, or give to others
      any rights of termination, amendment, acceleration or cancellation of, any
      material agreement, indenture, instrument or any "lock-up" or similar provision
      of any underwriting or similar agreement to which the Company is a party, or
      (c)
      result in a violation of any federal, state, local or foreign law, rule,
      regulation, order, judgment or decree (including federal and state securities
      laws and regulations)applicable to the Company or by which any property or
      asset
      of the Company is bound or affected (except for such conflicts, defaults,
      terminations, amendments, accelerations, cancellations and violations as would
      not, individually or in the aggregate, have a material adverse effect on the
      business, operations, properties, prospects or condition (financial or
      otherwise) of the Company) nor is the Company otherwise in violation of,
      conflict with or in default under any of the foregoing. The Company is not
      required under U.S. federal, state or local law, rule or regulation to obtain
      any consent, authorization or order of, or make any filing or registration
      with,
      any court or governmental agency in order for it to execute, deliver or perform
      any of its obligations under this Agreement or issue and sell the Common Stock
      in accordance with the terms hereof (other than any SEC, NASD or state
      securities filings that may be required to be made by the Company subsequent
      to
      the Closing); provided that, for purposes of the representation made in this
      sentence, the Company is assuming and relying upon the accuracy of the relevant
      representations and agreements of the undersigned herein.

    


    4.8 No
      Undisclosed Liabilities.
      The
      Company has no liabilities or obligations that are material, individually or
      in
      the aggregate, and that are not disclosed in the SEC Documents or otherwise
      publicly announced, other than those incurred in the ordinary course of the
      Company's businesses and which, individually or in the aggregate, do not or
      would not have a material adverse effect on the Company.

     

    4.9 No
      Undisclosed Events or Circumstances.
      No
      event or circumstance has occurred or exists with respect to the Company or its
      businesses, properties, prospects, operations or financial condition, that,
      under applicable law, rule or regulation, requires public disclosure or
      announcement prior to the date hereof by the Company but which has not been
      so
      publicly announced or disclosed in the SEC Documents.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

    


    4.10 No
      Integrated Offering.
      Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf has, directly or indirectly, made any offers or sales of any security
      or
      solicited any offers to buy any security, other than pursuant to this
      Agreement.

    


    4.11 No
      Misleading or Untrue Communication.
      The
      Company, any person representing the Company, and, to the knowledge of the
      Company, any other person selling or offering to sell the Securities, if any,
      in
      connection with the transactions contemplated by this Agreement, have not made,
      at any time, any written or oral communication in connection with the offer
      or
      sale of the same which contained any untrue statement of a material fact or
      omitted to state any material fact necessary in order to make the statements,
      in
      the light of the circumstances under which they were made, not
      misleading.

    


    SECTION
      5

    


    5.1  Indemnity.
      The
      undersigned agrees to indemnify and hold harmless the Company, its officers
      and
      directors, employees and its affiliates and their respective successors and
      assigns and each other person, if any, who controls any thereof, against any
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any litigation commenced or
      threatened or any claim whatsoever) arising out of or based upon any false
      representation or warranty or breach or failure by the undersigned to comply
      with any covenant or agreement made by the undersigned herein or in any other
      document furnished by the undersigned to any of the foregoing in connection
      with
      this transaction.

    


    5.2 Modification.
      Neither
      this Agreement nor any provisions hereof shall be modified, discharged or
      terminated except by an instrument in writing signed by the party against whom
      any waiver, change, discharge or termination is sought.

    


    5.3 Notices.
      Any
      notice, demand or other communication which any party hereto may be required,
      or
      may elect, to give to anyone interested hereunder shall be sufficiently given
      if
      (a) deposited, postage prepaid, in a United States mail letter box, registered
      or certified mail, return receipt requested, addressed to such address as may
      be
      given herein, or (b) delivered personally at such address.

    


    5.4 Counterparts.
      This
      Agreement may be executed through the use of separate signature pages or in
      any
      number of counterparts and by facsimile, and each of such counterparts shall,
      for all purposes, constitute one agreement binding on all parties,
      notwithstanding that all parties are not signatories to the same counterpart.
      Signatures may be facsimiles.

    


    5.5 Binding
      Effect.
      Except
      as otherwise provided herein, this Agreement shall be binding upon and inure
      to
      the benefit of the parties and their heirs, executors, administrators,
      successors, legal representatives and assigns. If the undersigned is more than
      one person, the obligation of the undersigned shall be joint and several and
      the
      agreements, representations, warranties and acknowledgments herein contained
      shall be deemed to be made by and be binding upon each such person and his
      heirs, executors, administrators and successors.

    


    5.6 Entire
      Agreement.
      This
      Agreement and the documents referenced herein contain the entire agreement
      of
      the parties and there are no representations, covenants or other agreements
      except as stated or referred to herein and therein.

    


    5.7 Assignability.
      This
      Agreement is not transferable or assignable by the undersigned.

    


    5.8 Applicable
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without giving effect to conflicts of law
      principles.

    


    5.9 Pronouns.
      The use
      herein of the masculine pronouns "him" or "his" or similar terms shall be deemed
      to include the feminine and neuter genders as well and the use herein of the
      singular pronoun shall be deemed to include the plural as well.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement on the  
      day of
      November, 2007.

    


    Amount
      of
      Investment:

    


    $_____________________

    


    INDIVIDUAL
      INVESTOR:

    


    ______________________

    Name:

    


    


    PARTNERSHIP,
      CORPORATION, TRUST,

    CUSTODIAL
      ACCOUNT, OTHER INVESTOR

    


    ___________________________

    (Print
      Name of Entity)

    


    


    By: __________________

    Name:

    Title:

    Address:

     

    Taxpayer
      Identification Number:_____________

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    ACCEPTANCE
      OF SUBSCRIPTION

    


    (to
      be
      filed out only
      by the
      Company)

    


    The
      Company hereby accepts the above application for subscription for Units on
      behalf of the Company.

    


    


    PCMT
      CORPORATION   Dated:
      ______ ___, 2007

    


    


    By:______________________________

    Name:
      

    Title:

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    


    Appendix
      A

     

    Wiring
      Instructions

     

    For
      Payment of Purchase Price

     

    The
      following are the wire instructions for the account into which the payment
      of
      the purchase price for the Units subscribed for should be wired.

    


    Account
      #: 9429354769

    Routing
      #: 026009593

    Reference
      Sub-Account # 11645 

    Account
      Name: David Lubin & Associates Master Escrow Account

    


    Bank
      of
      America

    400
      Central Avenue 

    Lawrence,
      New York 11559

    


    In
      case
      the entity on behalf of which the transfer is taking place is different from
      the
      transferor, please make sure that the wire includes in the comments the name
      of
      the entity.

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

     

    PCMT
      CORPORATION

    


    INVESTOR
      QUESTIONNAIRE

    


    
      	
              A.

            	
              General
                Information

            	 
	 	 	 
	
              1.

            	
              Print
                Full Name of Investor:

            	
              Individual:

            
	 	 	
              ____________________________________

            
	 	 	
              First,
                Middle, Last

            
	 	 	 
	 	 	
              Partnership,
                Corporation, Trust, Custodial Account, Other:

            
	 	 	 
	 	 	
              ____________________________________

            
	 	 	
              Name
                of Entity

            
	 	 	 
	
              2.

            	
              Address
                for Notices:

            	
              ____________________________________

            
	 	 	
              ____________________________________

            
	 	 	
              ____________________________________

            
	 	 	 
	
              3.

            	
              Name
                of Primary Contact Person:

              Title:

            	
              ____________________________________

            
	 	 	 
	
              4.

            	
              Telephone
                Number:

            	
              ____________________________________

            
	 	 	 
	
              5.

            	
              E-Mail
                Address: 

            	
              ____________________________________

            
	 	 	 
	
              6.

            	
              Facsimile
                Number:

            	
              ____________________________________

            
	 	 	 
	
              7.

            	
              Permanent
                Address:

              (if
                different from Address for Notices above)

            	
              ____________________________________

            


    

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

     

    
      	
              8.

            	
              Authorized
                Signatory:

              Title:

            	
              ____________________________________

              ____________________________________

            
	 	
              Telephone
                Number:

            	
              ____________________________________

            
	 	
              Facsimile
                Number:

            	
              ____________________________________

            
	
              9.

               

            	
              U.S.
                Investors Only:

               

              U.S.
                Taxpayer Identification or Social

              Security
                Number:

            	
               

               

              ____________________________________

            


    

    


    B. Accredited
      Investor Status

    


    The
      Investor represents and warrants that the Investor is an “accredited investor”
within the meaning of Rule 501 of Regulation D under the Securities Act of
      1933,
      as amended (the “Securities Act”), and has checked the box or boxes below which
      are next to the categories under which the Investor qualifies as an accredited
      investor:

    


    
      FOR
        INDIVIDUALS:

    

     

    
      	
              o

            	
              A
                natural person with individual net worth (or joint net worth with
                spouse)
                in excess of $1 million. For purposes of this item, “net worth” means the
                excess of total assets at fair market value, including home, home
                furnishings and automobiles (and including property owned by a spouse),
                over total liabilities.

            
	 	 
	
              o

            	
              A
                natural person with individual income (without including any income
                of the
                Investor’s spouse) in excess of $200,000, or joint income with spouse of
                $300,000, in each of the two most recent years and who reasonably
                expects
                to reach the same income level in the current
                year.

            


    

     

    
      FOR
        ENTITIES:
 

    
      	
              o

            	
              A
                bank as defined in Section 3(a)(2) of the Securities Act or any savings
                and loan association or other institution as defined in Section 3(a)(5)(A)
                of the Securities Act, whether acting in its individual or fiduciary
                capacity.

            
	 	 
	
              o

            	
              An
                insurance company as defined in Section 2(13) of the Securities
                Act.

            
	 	 
	
              o

            	
              A
                broker-dealer registered pursuant to Section 15 of the Securities
                Exchange
                Act of 1934.

            
	 	 
	
              o

            	
              An
                investment company registered under the Investment Company Act of
                1940, as
                amended (the “Investment Company Act”). If an Investor has checked this
                box, please contact _______ for additional information that will
                be
                required.

            


    

     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

     

    
      	
              o

            	
              A
                business development company as defined in Section 2(a)(48) of the
                Investment Company Act.

            
	 	 
	
              o

            	
              A
                small business investment company licensed by the Small Business
                Administration under Section 301(c) or (d) of the Small Business
                Investment Act of 1958.

            
	 	 
	
              o

            	
              A
                private business development company as defined in Section 202(a)(22)
                of
                the Investment Advisers Act of 1940. If an Investor has checked this
                box,
                please contact ______ for additional information that will be
                required.

            
	 	 
	
              o

            	
              An
                organization described in Section 501(c)(3) of the Internal Revenue
                Code,
                a corporation, Massachusetts or similar business trust, or partnership,
                not formed for the specific purpose of acquiring the Units, with
                total
                assets in excess of $5 million.

            
	 	 
	
              o

            	
              A
                trust with total assets in excess of $5 million not formed for the
                specific purpose of acquiring the Units, whose purchase is directed
                by a
                person with such knowledge and experience in financial and business
                matters as to be capable of evaluating the merits and risks of an
                investment in the Company and the purchase of the
                Units.

            
	 	 
	
              o

            	
              An
                employee benefit plan within the meaning of ERISA if the decision
                to
                invest in the Units is made by a plan fiduciary, as defined in Section
                3(21) of ERISA, which is either a bank, savings and loan association,
                insurance company, or registered investment adviser, or if the employee
                benefit plan has total assets in excess of $5 million or, if a
                self-directed plan, with investment decisions made solely by persons
                that
                are accredited investors.

            
	 	 
	
              o

            	
              A
                plan established and maintained by a state, its political subdivisions,
                or
                any agency or instrumentality of a state or its political subdivisions,
                for the benefit of its employees, if the plan has total assets in
                excess
                of $5 million.

            
	 	 
	
              o

            	
              An
                entity, including a grantor trust, in which all of the equity owners
                are
                accredited investors as determined under any of the foregoing paragraphs
                (for this purpose, a beneficiary of a trust is not an equity owner,
                but
                the grantor of a grantor trust is an equity
                owner).

            


    

     

    C.  Supplemental
      Data for Entities

    


    1. If
      the
      Investor is not a natural person, furnish the following supplemental data
      (natural persons may skip this Section C of the Investor
      Questionnaire):

    


    Legal
      form of entity (trust, corporation, partnership, etc.):
      _________________________ 

    


    Jurisdiction
      of organization: ________________________________________________

     

    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    

    


    2.
       Was
      the
      Investor organized for the specific purpose of acquiring the Units?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    If
      the
      answer to the above question is “Yes,” please contact _______, ________, at
      _______ or ________ for additional information that will be
      required.

    


    3.
       Are
      shareholders, partners or other holders of equity or beneficial interest in
      the
      Investor able to decide individually whether to participate, or the extent
      of
      their participation, in the Investor’s investment in the Company (i.e., can
      shareholders, partners or other holders of equity or beneficial interest in
      the
      Investor determine whether their capital will form part of the capital invested
      by the Investor in the Company)?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    If
      the
      answer to the above question is “Yes,” please contact David Lubin &
Associates, PLLC (david@dlubinassociates.com
      or
      516-887-8200) for additional information that will be required.

    


    4(a).
       Please
      indicate whether or not the Investor is, or is acting on behalf of, (i) an
      employee benefit plan within the meaning of Section 3(3) of ERISA, whether
      or not such plan is subject to ERISA,
      or (ii)
      an entity which is deemed to hold the assets of any such employee benefit plan
      pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a
      foreign corporation, governmental entity or church, a Keogh plan covering no
      common-law employees and an individual retirement account are employee benefit
      plans within the meaning of Section 3(3) of ERISA but generally are not subject
      to ERISA (collectively, “Non-ERISA
      Plans”).
      In
      general, a foreign or US entity which is not an operating company and which
      is
      not publicly traded or registered as an investment company under the Investment
      Company Act of 1940, as amended, and in which 25% or more of the value of any
      class of equity interest is held by employee pension or welfare plans (including
      an entity which is deemed to hold the assets of any such plan), would be deemed
      to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R.
§
2510.3-101. However, if only Non-ERISA Plans were invested in such an entity,
      the entity generally would not be subject to ERISA. For purposes of determining
      whether this 25% threshold has been met or exceeded, the value of any equity
      interest held by a person (other than such a plan or entity) who has
      discretionary authority or control with respect to the assets of the entity,
      or
      any person who provides investment advice for a fee (direct or indirect) with
      respect to such assets, or any affiliate of such a person, is
      disregarded.

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    4(b).
       If
      the
      Investor is, or is acting on behalf of, such an employee benefit plan, or is
      an
      entity deemed to hold the assets of any such plan or plans, please indicate
      whether or not the Investor is subject to ERISA.

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    4(c.) If
      the
      Investor answered “Yes” to question 4.(b) and the Investor is investing the
      assets of an insurance company general account, please indicate what percentage
      of the Investor’s assets the purchase of the Units is subject to ERISA.
      ___________%.

     

    
      
         

      

      
        -17-

        
          

        

      

      
         

      

    

    


    5.
       Does
      the
      amount of the Investor’s subscription for the Units in the Company exceed 40% of
      the total assets (on a consolidated basis with its subsidiaries) of the
      Investor?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    If
      the
      question above was answered “Yes,” please contact David Lubin & Associates
      for additional information that will be required.

    


    6(a). Is
      the
      Investor a private investment company which is not registered under the
      Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7)
      thereof?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    6(b).
       If
      the
      question above was answered “Yes,” was the Investor formed prior to April 30,
      1996?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    If
      the
      questions set forth in (a) and (b) above were both answered “Yes,” please
      contact David Lubin & Associates for additional information that will be
      required.

    


    7(a).
       Is
      the
      Investor a grantor trust, a partnership or an S-Corporation for US federal
      income tax purposes?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    7(b).
       If
      the
      question above was answered “Yes,” please indicate whether or not:

    


    (i)
      more
      than 50 percent of the value of the ownership interest of any beneficial owner
      in the Investor is (or may at any time during the term of the Company be)
      attributable to the Investor’s (direct or indirect) interest in the Company;
      or

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    (ii)
      it
      is a principal purpose of the Investor’s participation in the Company to permit
      the Partnership to satisfy the 100 partner limitation contained in US Treasury
      Regulation Section 1.7704-1(h)(3).

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    If
      either
      question above was answered “Yes,” please contact David Lubin & Associates
      for additional information that will be required.

    


    8. If
      the
      Investor’s tax year ends on a date other than December 31, please indicate such
      date below:

    
      	 	 
	 	
              (Date)

            


    

     

    
      
         

      

      
        -18-

        
          

        

      

      
         

      

    

    


    D.  Related
      Parties

    


    1. To
      the
      best of the Investor’s knowledge, does the Investor control, or is the Investor
      controlled by or under common control with, any other investor in the
      Company?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    If
      the
      answer above was answered “Yes”, please identify such related investor(s)
      below.

    


    Name(s)
      of related investor(s): _______________________________-

    


    2.
      Will
      any
      other person or persons have a beneficial interest in the Units to be acquired
      hereunder (other than as a shareholder, partner, or other beneficial owner
      of
      equity interest in the Investor)?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    If
      either
      question above was answered “Yes”, please contact David Lubin & Associates
      for additional information that will be required.

    


    The
      Investor understands that the foregoing information will be relied upon by
      the
      Company for the purpose of determining the eligibility of the Investor to
      purchase the Units. The Investor agrees to notify the Company immediately if
      any
      representation or warranty contained in this Subscription Agreement, including
      this Investor Questionnaire, becomes untrue at any time. The Investor agrees
      to
      provide, if requested, any additional information that may reasonably be
      required to substantiate the Investor’s status as an accredited investor or to
      otherwise determine the eligibility of the Investor to purchase the Units.
      The
      Investor agrees to indemnify and hold harmless the Company and each officer,
      director, shareholder, agent and representative of the Company and their
      respective affiliates and successors and assigns from and against any loss,
      damage or liability due to or arising out of a breach of any representation,
      warranty or agreement of the Investor contained herein.

    


    


    
      	 	
              INDIVIDUAL:

            
	 	 
	 	
              ____________________________________

            
	 	
              (Signature)

            
	 	 
	 	
              ____________________________________

            
	 	
              (Print
                Name)

            
	 	 
	 	
              PARTNERSHIP,
                CORPORATION, TRUST, CUSTODIAL ACCOUNT, OTHER:

            
	 	 
	 	
              ___________________________________

            
	 	
              (Name
                of Entity)

            
	 	 
	 	
              By:
                ________________________________

            
	 	
              (Signature)

            
	 	 
	 	
              ________________________________

            
	 	
              (Print
                Name and Title)

            


    

    


    
      
         

      

      
        -19-

        
          

        

      

      
         

      

    

     

    Annex
      1

     

    DEFINITION
      OF “INVESTMENTS”

    


    The
      term
“investments” means: 

    


    
      	
              1)

            	
              Securities,
                other than securities of an issuer that controls, is controlled by,
                or is
                under common control with, the Investor that owns such securities,
                unless
                the issuer of such securities is:

            


    

    


    
      	 	
              (i)

            	
              An
                investment company or a company that would be an investment company
                but
                for the exclusions or exemptions provided by the Investment Company
                Act,
                or a commodity pool; or

            


    

    


    
      	 	
              (ii)

            	
              a
                Public Company (as defined below);

            


    

    


    
      	 	
              (iii)

            	
              A
                company with shareholders’ equity of not less than $50 million (determined
                in accordance with generally accepted accounting principles) as reflected
                on the company’s most recent financial statements, provided that such
                financial statements present the information as of a date within
                16 months
                preceding the date on which the Investor acquires
                Units;

            


    

    


    
      	
              2)

            	
              Real
                estate held for investment
                purposes;

            


    

    


    
      	
              3)

            	
              Commodity
                Shares (as defined below) held for investment
                purposes;

            


    

    


    
      	
              4)

            	
              Physical
                Commodities (as defined below) held for investment
                purposes;

            


    

    


    
      	
              5)

            	
              To
                the extent not securities, Financial Contracts (as defined below)
                entered
                into for investment purposes;

            


    

    


    
      	
              6)

            	
              In
                the case of an Investor that is a company that would be an investment
                company but for the exclusions provided by Section 3(c)(1) or 3(c)(7)
                of
                the Investment Company Act, or a commodity pool, any amounts payable
                to
                such Investor pursuant to a firm agreement or similar binding commitment
                pursuant to which a person has agreed to acquire an interest in,
                or make
                capital contributions to, the Investor upon the demand of the Investor;
                and

            


    

    


    
      	
              7)

            	
              Cash
                and cash equivalents held for investment
                purposes.

            


    

    


    Real
      Estate that is used by the owner or a Related Person (as defined below) of
      the
      owner for personal purposes, or as a place of business, or in connection with
      the conduct of the trade or business of such owner or a Related Person of the
      owner, will NOT be considered Real Estate held for investment purposes, provided
      that real estate owned by an Investor who is engaged primarily in the business
      of investing, trading or developing real estate in connection with such business
      may be deemed to be held for investment purposes. However, residential real
      estate will not be deemed to be used for personal purposes if deductions with
      respect to such real estate are not disallowed by section 280A of the Internal
      Revenue Code of 1986, as amended. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    A
      Commodity Interest or Physical Commodity owned, or a Financial Contract entered
      into, by the Investor who is engaged primarily in the business of investing,
      reinvesting, or trading in Commodity Shares, Physical Commodities or Financial
      Contracts in connection with such business may be deemed to be held for
      investment purposes.

    


    “Commodity
      Shares” means commodity futures contracts, options on commodity futures
      contracts, and options on physical commodities traded on or subject to the
      rules
      of:

    


    
      	 	
              (i)

            	
              Any
                contract market designated for trading such transactions under the
                Commodity Exchange Act and the rules thereunder;
                or

            


    

    


    
      	 	
              (ii)

            	
              Any
                board of trade or exchange outside the United States, as contemplated
                in
                Part 30 of the rules under the Commodity Exchange
                Act.

            


    

    


    “Public
      Company” means a company that:

    


    
      	 	
              (i)

            	
              files
                reports pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934, as amended; or

            


    

    


    
      	 	
              (ii)

            	
              has
                a class of securities that are listed on a Designated Offshore Securities
                Market, as defined by Regulation S of the Securities
                Act.

            


    

    


    “Financial
      Contract” means any arrangement that:

    


    
      	 	
              (i)

            	
              takes
                the form of an individually negotiated contract, agreement, or option
                to
                buy, sell, lend, swap, or repurchase, or other similar individually
                negotiated transaction commonly entered into by participants in the
                financial markets;

            


    

    


    
      	 	
              (ii)

            	
              is
                in respect of securities, commodities, currencies, interest or other
                rates, other measures of value, or any other financial or economic
                interest similar in purpose or function to any of the foregoing;
                and

            


    

    


    
      	 	
              (iii)

            	
              is
                entered into in response to a request from a counter party for a
                quotation, or is otherwise entered into and structured to accommodate
                the
                objectives of the counterparty to such
                arrangement.

            


    

    


    “Physical
      Commodities” means any physical commodity with respect to which a Commodity
      Interest is traded on a market specified in the definition of Commodity Shares
      above.

    


    “Related
      Person” means a person who is related to the Investor as a sibling, spouse or
      former spouse, or is a direct lineal descendant or ancestor by birth or adoption
      of the Investor, or is a spouse of such descendant or ancestor, provided that,
      in the case of a Family Company, a Related Person includes any owner of the
      Family Company and any person who is a Related Person of such an owner. “Family
      Company” means a company that is owned directly or indirectly by or for two or
      more natural persons who are related as siblings or spouse (including former
      spouses), or direct lineal descendants by birth or adoption, spouses of such
      persons, the estates of such persons, or foundations, charitable organizations
      or trusts established for the benefit of such persons.

    


    For
      purposes of determining the amount of investments owned by a company, there
      may
      be included investments owned by majority-owned subsidiaries of the company
      and
      investments owned by a company (“Parent Company”) of which the company is a
      majority-owned subsidiary, or by a majority-owned subsidiary of the company
      and
      other majority-owned subsidiaries of the Parent Company. 

    


    In
      determining whether a natural person is a qualified purchaser, there may be
      included in the amount of such person’s investments any investment held jointly
      with such person’s spouse, or investments in which such person shares with such
      person’s spouse a community property or similar shared ownership interest. In
      determining whether spouses who are making a joint investment in the Partnership
      are qualified purchasers, there may be included in the amount of each spouse’s
      investments any investments owned by the other spouse (whether or not such
      investments are held jointly). There shall be deducted from the amount of any
      such investments any amounts specified by paragraph 2(a) of Annex 2 incurred
      by
      such spouse. 

    


    In
      determining whether a natural person is a qualified purchaser, there may be
      included in the amount of such person’s investments any investments held in an
      individual retirement account or similar account the investments of which are
      directed by and held for the benefit of such person.

     

    
      
         

      

      
        ii

        
          

        

      

      
         

      

    


    Annex
      2

     

    VALUATIONS
      OF INVESTMENTS

    


    The
      general rule for determining the value of investments in order to ascertain
      whether a person is a qualified purchaser is that the value of the aggregate
      amount of investments owned and invested on a discretionary basis by such person
      shall be their fair market value on the most recent practicable date or their
      cost. This general rule is subject to the following provisos:

    


    
      	
              1)

            	
              In
                the case of Commodity Shares, the amount of investments shall be
                the value
                of the initial margin or option premium deposited in connection with
                such
                Commodity Shares; and

            


    

    


    
      	
              2)

            	
              In
                each case, there shall be deducted from the amount of investments
                owned by
                such person the following amounts:

            


    

    


    
      	 	
              (i)

            	
              The
                amount of any outstanding indebtedness incurred to acquire the investments
                owned by such person.

            


    

    


    
      	 	
              (ii)

            	
              A
                Family Company, in addition to the amounts specified in paragraph
                (a)
                above, shall have deducted from the value of such Family Company’s
                investments any outstanding indebtedness incurred by an owner of
                the
                Family Company to acquire such
                investments.

            


    

    


    
      
         

      

      
        iii

        
          

        

      

      
         

      

      

        CLASS
          A
          WARRANT AGREEMENT

         

        CLASS
          A
          WARRANT AGREEMENT (“Agreement”),
          dated
          as of November __, 2007, by and between PCMT Corporation, a Delaware corporation
          (the “Company”),
          and
          ____________________ (“Warrantholder”).
          Certain capitalized terms used herein are defined in Section 15
          hereof.

         

        In
          consideration of the mutual terms, conditions, representations, warranties
          and
          agreements herein set forth, and for other good and valuable consideration,
          the
          receipt and sufficiency of which is hereby acknowledged, the parties hereto
          hereby agree as follows:

         

        Section
          1. Issuance
          of Warrants.

         

        The
          Company hereby issues and grants to Warrantholder ________ (_______)
          stock
          purchase warrants, which are hereby designated and shall be known as
“Class
          A
          Warrants” (hereinafter referred to as “Warrants”).
          Each
          Warrant shall grant to the holder thereof the right to purchase one (1)
          share of
          common stock of the Company (the “Common
          Stock”).
          Commencing on _____________ (the “Warrant
          Commencement Date”),
          and
          terminating one year from the date of such issuance (the “Warrant
          Expiration Date”),
          the
          holder shall have the right, subject to the satisfaction of the conditions
          to
          exercise set forth in Section 7 of this Agreement, to purchase one (1)
          share of
          Common Stock per each Warrant (the shares of Common Stock issuable upon
          exercise
          of the Warrants being collectively referred to herein as the “Warrant
          Shares”)
          at an
          exercise price of $0.25 per Warrant Share (the “Exercise
          Price”).
          The
          number of Warrant Shares issuable on exercise of each Warrant and the Exercise
          Price are all subject to adjustment pursuant to Section 8 of this Agreement.
          

         

        Section
          2. Form
          of Warrant Certificates.

         

        Promptly
          after the execution and delivery of this Agreement by the parties hereto,
          the
          Company may, in its sole and absolute discretion, cause to be executed
          and
          delivered to Warrantholder one or more certificates evidencing the Warrants
          (the
“Warrant
          Certificates”).
          Each
          Warrant Certificate delivered hereunder shall be substantially in the form
          set
          forth in Exhibit
          1 - Warrant Form
          attached
          hereto and may have such letters, numbers or other identification marks
          and
          legends, summaries or endorsements printed thereon as the Company may deem
          appropriate and that are not inconsistent with the terms of this Agreement
          or as
          may be required by applicable law, rule or regulation. Each Warrant Certificate
          shall be dated the date of execution by the Company.

         

        Section
          3. Execution
          of Warrant Certificates.

         

        Each
          Warrant Certificate delivered hereunder shall be signed on behalf of the
          Company
          by at least one of the following: its Chief Executive Officer, President,
          Vice
          President, Secretary or Assistant Secretary. Each such signature may be
          in the
          form of a facsimile thereof and may be imprinted or otherwise reproduced
          on the
          Warrant Certificates.

         

        If
          any
          officer of the Company who signed any Warrant Certificate ceases to be
          an
          officer of the Company before the Warrant Certificate so signed shall have
          been
          delivered by the Company, such Warrant Certificate nevertheless may be
          delivered
          as though such person had not ceased to be such officer of the
          Company.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        Section
          4. Registration
          of Ownership and Transfer.

         

        Warrant
          Certificates shall be issued in registered form only. The Company will
          keep or
          cause to be kept books for registration of ownership and transfer of each
          Warrant Certificate issued pursuant to this Agreement. Each Warrant Certificate
          issued pursuant to this Agreement shall be numbered by the Company and
          shall be
          registered by the Company in the name of the holder thereof (initially
          the
          Warrantholder). The Company may deem and treat the registered holder of
          any
          Warrant Certificate as the absolute owner thereof (notwithstanding any
          notation
          of ownership or other writing thereon made by anyone) for the purpose of
          any
          exercise thereof and for all other purposes, and the Company shall not
          be
          affected by any notice to the contrary.

         

        Section
          5. No
          Transfers.

         

        No
          Warrant may be sold, pledged, hypothecated, assigned, conveyed, transferred
          or
          otherwise disposed of without the agreement of the Company, which will
          not be
          unreasonably withheld.

         

        Section
          6. Mutilated
          or Missing Warrant Certificates.

         

        If
          any
          Warrant Certificate is mutilated, lost, stolen or destroyed, the Company
          shall
          issue, upon surrender and cancellation of any mutilated Warrant Certificate,
          or
          in lieu of and substitution for any lost, stolen or destroyed Warrant
          Certificate, a new Warrant Certificate of like tenor and representing an
          equal
          number of Warrants. In the case of a lost, stolen or destroyed Warrant
          Certificate, a new Warrant Certificate shall be issued by the Company only
          upon
          the Company’s receipt of reasonably satisfactory evidence of such loss, theft or
          destruction and, if requested, an indemnity or bond reasonably satisfactory
          to
          the Company.

         

        Section
          7. Exercise
          of Warrants.

         

        A. Exercise.
          Subject
          to the terms and conditions set forth in this Section 7, Warrants may be
          exercised, in whole or in part (but not as to any fractional part of a
          Warrant),
          at any time or from time to time on and after the Warrant Commencement
          Date and
          on or prior to 5:00 p.m., Eastern time, on the Warrant Expiration
          Date.

         

        In
          order
          to exercise any Warrant, Warrantholder shall deliver to the Company at
          its
          office referred to in Section 16 the following: (i) a written notice
          in the form of the Election to Purchase appearing at the end of the form
          of
          Warrant Certificate attached as Exhibit
          2 - Form of Election to Purchase hereto
          of
          such Warrantholder’s election to exercise the Warrants, which notice shall
          specify the number of such Warrantholder’s Warrants being exercised;
          (ii) the Warrant Certificate or Warrant Certificates, if any, evidencing
          the Warrants being exercised; and (iii) payment of the aggregate Exercise
          Price.

         

        All
          rights of Warrantholder with respect to any Warrant that has not been exercised,
          on or prior to 5:00 p.m., Eastern time, on the Warrant Expiration Date
          shall
          immediately cease and such Warrants shall be automatically cancelled and
          void.

         

        B. Payment
          of Exercise Price.
          Payment
          of the Exercise Price with respect to Warrants being exercised hereunder
          shall
          be made by the payment to the Company, in cash, by check or wire transfer,
          of an
          amount equal to the Exercise Price multiplied by the number of Warrants
          then
          being exercised.

         

        C. Payment
          of Taxes.
          The
          Company shall be responsible for paying any and all issue, documentary,
          stamp or
          other taxes that may be payable in respect of any issuance or delivery
          of
          Warrant Shares on exercise of a Warrant. Notwithstanding anything contained
          herein to the contrary, the Warrantholder shall be responsible for all
          taxes
          that may be due and payable by the Warrantholder as a result of the issuance
          of
          this Warrant to the Warrantholder or as a result of the issuance of the
          Warrant
          Shares upon due exercise hereof.

         

        
          
             

          

          
            -2-

            
              

            

          

          
             

          

        

         

        D. Delivery
          of Warrant Shares.
          Upon
          receipt of the items referred to in Section 7A, the Company shall, as promptly
          as practicable, execute and deliver or cause to be executed and delivered,
          to or
          upon the written order of Warrantholder, and in the name of Warrantholder
          or
          Warrantholder’s designee, a stock certificate or stock certificates representing
          the number of Warrant Shares to be issued on exercise of the Warrant(s).
          If the
          Warrant Shares shall in accordance with the terms thereof have become
          automatically convertible into shares of the Company’s Common Stock prior to the
          time a Warrant is exercised, the Company shall in lieu of issuing shares
          of
          Common Stock, issue to the Warrantholder or its designee on exercise of
          such
          Warrant, a stock certificate or stock certificates representing the number
          of
          shares of Common Stock into which the Warrant Shares issuable on exercise
          of
          such Warrant are convertible. The certificates issued to Warrantholder
          or its
          designee shall bear any restrictive legend required under applicable law,
          rule
          or regulation. The stock certificate or certificates so delivered shall
          be
          registered in the name of Warrantholder or such other name as shall be
          designated in said notice. A Warrant shall be deemed to have been exercised
          and
          such stock certificate or stock certificates shall be deemed to have been
          issued, and such holder or any other Person so designated to be named therein
          shall be deemed to have become a holder of record of such shares for all
          purposes, as of the date that such notice, together with payment of the
          aggregate Exercise Price and the Warrant Certificate or Warrant Certificates
          evidencing the Warrants to be exercised, is received by the Company as
          aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised
          in
          part, the Company shall, at the time of delivery of the stock certificates,
          deliver to the holder thereof a new Warrant Certificate evidencing the
          Warrants
          that were not exercised or surrendered, which shall in all respects (other
          than
          as to the number of Warrants evidenced thereby) be identical to the Warrant
          Certificate being exercised. Any Warrant Certificates surrendered upon
          exercise
          of Warrants shall be canceled by the Company.

         

        
          Section
            8. Adjustment
            of Number of Warrant Shares Issuable Upon Exercise of a Warrant and Adjustment
            of Exercise Price.

        

         

        A. Adjustment
          for Stock Splits, Stock Dividends, Recapitalizations.
          The
          number of Warrant Shares issuable upon exercise of each Warrant and the
          Exercise
          Price shall each be proportionately adjusted to reflect any stock dividend,
          stock split, reverse stock split, recapitalization or the like affecting
          the
          number of outstanding shares of Common Stock that occurs after the date
          hereof.


         

        B. Adjustments
          for Reorganization, Consolidation, Merger.
          If
          after the date hereof, the Company (or any other entity, the stock or other
          securities of which are at the time receivable on the exercise of the Warrants),
          consolidates with or merges into another entity or conveys all or substantially
          all of its assets to another entity, then, in each such case, Warrantholder,
          upon any permitted exercise of a Warrant (as provided in Section 7), at
          any time
          after the consummation of such reorganization, consolidation, merger or
          conveyance, shall be entitled to receive, in lieu
          of
          the stock or other securities and property receivable upon the exercise
          of the
          Warrant prior to such consummation, the stock or other securities or property
          to
          which such Warrantholder would have been entitled upon the consummation
          of such
          reorganization, consolidation, merger or conveyance if such Warrantholder
          had
          exercised the Warrant immediately prior thereto, all subject to further
          adjustment as provided in this Section 8. The successor or purchasing entity
          in
          any such reorganization, consolidation, merger or conveyance (if other
          than the
          Company) shall duly execute and deliver to Warrantholder a written
          acknowledgment of such entity’s obligations under the Warrants and this
          Agreement.

         

        
          
             

          

          
            -3-

            
              

            

          

          
             

          

        

         

        C. Notice
          of Certain Events.

         

        Upon
          the
          occurrence of any event resulting in an adjustment in the number of Warrant
          Shares (or other stock or securities or property) receivable upon the exercise
          of the Warrants or the Exercise Price, the Company shall promptly thereafter
          (i)
          compute such adjustment in accordance with the terms of the Warrants, (ii)
          prepare a certificate setting forth such adjustment and showing in detail
          the
          facts upon which such adjustment is based, and (iii) mail copies of such
          certificate to Warrantholder.

         

        Section
          9. Reservation
          of Shares.

         

        The
          Company shall at all times reserve and keep available, free from preemptive
          rights, out of the aggregate of its authorized but unissued Common Stock,
          or its
          authorized and issued Common Stock held in its treasury, the aggregate
          number of
          the Warrant Shares deliverable upon the exercise of all outstanding Warrants,
          for the purpose of enabling it to satisfy any obligation to issue the Warrant
          Shares upon the due and punctual exercise of the Warrants, through 5:00
          p.m.,
          Eastern time, on the Warrant Expiration Date. 

         

        Section
          10. No
          Impairment.

         

        The
          Company shall not, by amendment of its certificate of incorporation or
          bylaws,
          or through reorganization, consolidation, merger, dissolution, issuance
          or sale
          of securities, sale of assets or any other voluntary action, willfully
          avoid or
          seek to avoid the observance or performance of any of the terms of the
          Warrants
          or this Agreement, and shall 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 in order to protect the rights of Warrantholder under the
          Warrants and this Agreement against wrongful impairment. Without limiting
          the
          generality of the foregoing, the Company: (i) shall not set or increase
          the par
          value of any Warrant Shares above the amount payable therefor upon exercise,
          and
          (ii) shall take all actions that are necessary or appropriate in order
          that the
          Company may validly and legally issue fully paid and nonassessable Warrant
          Shares upon the exercise of the Warrants.

         

        Section
          11. Representations
          and Warranties of Warrantholder.

         

        Warrantholder
          represents and warrants to the Company that, on the date hereof and on
          the date
          the Warrantholder exercises the Warrant pursuant to the terms of this
          Agreement:

         

        A.
           Warrantholder
          understands that the Warrants and the Warrant Shares have not been registered
          under the Securities Act and acknowledges that the Warrants and the Warrant
          Shares must be held indefinitely unless they are subsequently registered
          under
          the Securities Act or an exemption from such registration becomes available.
          

         

        B.
           Warrantholder
          is acquiring the Warrants for Warrantholder’s own account for investment and not
          with a view to, or for sale in connection with, any distribution
          thereof.

         

        C.
           Warrantholder
          understands that the Warrants and the Warrant Shares are being offered
          and sold
          to him in reliance on an exemption from the registration requirements of
          United
          States federal and state securities laws under Regulation S promulgated
          under
          the Securities Act and that the Company is relying upon the truth and accuracy
          of the representations, warranties, agreements, acknowledgments and
          understandings of the Warrantholder set forth herein in order to determine
          the
          applicability of such exemptions and the suitability of the Warrantholder
          to
          acquire the Warrants and Warrant Shares. In this regard, Warrantholder
          represents, warrants and agrees that:

         

        
          
             

          

          
            -4-

            
              

            

          

          
             

          

        

        


        (1)
          Warrantholder
          is not a U.S. Person (as defined below) and is not an affiliate (as defined
          in
          Rule 501(b) under the Securities Act) of the Company and is not acquiring
          the
          Warrants and Warrant Shares for the account or benefit of a U.S. Person.
          A U.S.
          Person means any one of the following:

        


        (A)
           any
          natural person resident in the United States of America;

        


        (B)
           any
          partnership or corporation organized or incorporated under the laws of
          the
          United States of America;

        


        (C) any
          estate of which any executor or administrator is a U.S. person;

        


        (D) any
          trust
          of which any trustee is a U.S. person;

        


        (E) any
          agency or branch of a foreign entity located in the United States of
          America;

        


        (F) any
          non-discretionary account or similar account (other than an estate or trust)
          held by a dealer or other fiduciary for the benefit or account of a U.S.
          person;

        


        (G) any
          discretionary account or similar account (other than an estate or trust)
          held by
          a dealer or other fiduciary organized, incorporated or (if an individual)
          resident in the United States of America; and

        


        (H) any
          partnership or corporation if:

        


        (i)
          organized or incorporated under the laws of any foreign jurisdiction;
          and

        


        (ii)
           formed
          by
          a U.S. person principally for the purpose of investing in securities not
          registered under the Securities Act, unless it is organized or incorporated,
          and
          owned, by accredited investors (as
          defined in Rule 501(a) under the Securities Act) who are not natural persons,
          estates or trusts.

        


        (2)
           At
          the
          time of the origination of contact concerning this Agreement and the date
          of the
          execution and delivery of this Agreement, Warrantholder was outside of
          the
          United States.

        


        (3) Warrantholder
          will not, during the period commencing on the date of issuance of the Warrants
          and Warrant Shares and ending on the first anniversary of such date, or
          such
          shorter period as may be permitted by Regulation S or other applicable
          securities law (the “Restricted Period”), offer, sell, pledge or otherwise
          transfer the Warrants and Warrant Shares in the United States, or to a
          U.S.
          Person for the account or for the benefit of a U.S. Person, or otherwise
          in a
          manner that is not in compliance with Regulation S. 

         

        
          
             

          

          
            -5-

            
              

            

          

          
             

          

        

        


        (4) Warrantholder
          will, after expiration of the Restricted Period, offer, sell, pledge or
          otherwise transfer the Warrants and Warrant Shares only pursuant to registration
          under the Securities Act or an available exemption therefrom and, in accordance
          with all applicable state and foreign securities laws and this
          Agreement.

        


        (5) Warrantholder
          was not in the United States, engaged in, and prior to the expiration of
          the
          Restricted Period will not engage in, any short selling of or any hedging
          transaction with respect to the Warrants and Warrant Shares, including
          without
          limitation, any put, call or other option transaction, option writing or
          equity
          swap.

        


        (6) Neither
          Warrantholder nor or any person acting on Warrantholder’s behalf has engaged,
          nor will engage, in any directed selling efforts to a U.S. Person with
          respect
          to the Warrants and Warrant Shares and the Warrantholder and any person
          acting
          on Warrantholder’s behalf have complied and will comply with the “offering
          restrictions” requirements of Regulation S under the Securities
          Act.

        


        (7) The
          transactions contemplated by this Agreement have not been pre-arranged
          with a
          buyer located in the United States or with a U.S. Person, and are not part
          of a
          plan or scheme to evade the registration requirements of the Securities
          Act.

        


        (8) Neither
          Warrantholder nor any person acting on Warrantholder’s behalf has undertaken or
          carried out any activity for the purpose of, or that could reasonably be
          expected to have the effect of, conditioning the market in the United States,
          its territories or possessions, for any of the Warrants and Warrant Shares.
          Warrantholder agrees not to cause any advertisement of the Warrants and
          Warrant
          Shares to be published in any newspaper or periodical or posted in any
          public
          place and not to issue any circular relating to the Warrants and Warrant
          Shares,
          except such advertisements that include the statements required by Regulation
          S
          under the Securities Act, and only offshore and not in the U.S. or its
          territories, and only in compliance with any local applicable securities
          laws.

        


        (9) Each
          certificate representing the Warrants and Warrant Shares shall be endorsed
          with
          the following legends, in addition to any other legend required to be placed
          thereon by applicable federal or state securities laws:

        


        (A) “THE
          SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS
          DEFINED
          IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES
          ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
          COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
          UNDER THE SECURITIES ACT.”

        


        (B) “TRANSFER
          OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
          OF
          REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT
          TO
          AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE
          CONDUCTED
          UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

        


        (10)
           Warrantholder
          consents to the Company making a notation on its records or giving instructions
          to any transfer agent of the Company in order to implement the restrictions
          on
          transfer of the Warrants and Warrant Shares set forth in this Section
          11.

         

        
          
             

          

          
            -6-

            
              

            

          

          
             

          

        

        


        Section
          12. No
          Rights or Liabilities as Stockholder.

         

        No
          holder, as such, of any Warrant Certificate shall be entitled to vote,
          receive
          dividends or be deemed the holder of Common Stock which may at any time
          be
          issuable on the exercise of the Warrants represented thereby for any purpose
          whatever, nor shall anything contained herein or in any Warrant Certificate
          be
          construed to confer upon the holder of any Warrant Certificate, 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 stockholders 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 or change of stock to no par value, consolidation, merger, conveyance
          or otherwise), or to receive notice of meetings or other actions affecting
          stockholders or to receive dividend or subscription rights, or otherwise,
          until
          such Warrant Certificate shall have been exercised in accordance with the
          provisions hereof and the receipt and collection of the Exercise Price
          and any
          other amounts payable upon such exercise by the Company. No provision hereof,
          in
          the absence of affirmative action by Warrantholder to purchase Warrant
          Shares
          shall give rise to any liability of such holder for the Exercise Price
          or as a
          stockholder of the Company, whether such liability is asserted by the Company
          or
          by creditors of the Company.

         

        Section
          13. Fractional
          Interests.

         

        The
          Company shall not be required to issue fractional shares of Common Stock
          upon
          exercise of the Warrants or to distribute certificates that evidence fractional
          shares of Common Stock. If any fraction of a Warrant Share would, except
          for the
          provisions of this Section 13, be issuable on the exercise of a Warrant,
          the
          number of Warrant Shares to be issued by the Company shall be rounded to
          the
          nearest whole number, with one-half or greater being rounded up.

         

        Section
          14. Definitions.

         

        Unless
          the context otherwise requires, the terms defined in this Section 15,
          whenever used in this Agreement shall have the respective meanings hereinafter
          specified and words in the singular or in the plural shall each include
          the
          singular and the plural and the use of any gender shall include all
          genders.

         

        “Business
          Day”
shall
          mean any day on which banking institutions are generally open for business
          in
          Delaware.

         

        “Common
          Stock”
means
          the common stock of the Company.

         

        “Exercise
          Price”
shall
          be the price per Warrant Share at which Warrantholder is entitled to purchase
          Warrant Shares upon exercise of any Warrant determined in accordance with
          Section 7 and subject to adjustment as provided in Sections 8 and 17
          hereof.

         

        “Person”
shall
          mean any corporation, association, partnership, limited liability company,
          joint
          venture, trust, organization, business, individual, government or political
          subdivision thereof or governmental body.

         

        “Securities
          Act”
shall
          mean the Securities Act of 1933, as amended, or any similar federal statute
          as
          at the time in effect, and any reference to a particular section of such
          Act
          shall include a reference to the comparable section, if any, of such successor
          federal statute.

         

        
          
             

          

          
            -7-

            
              

            

          

          
             

          

        

         

        Section
          15. Notices.

         

        All
          notices, consents, requests, waivers or other communications required or
          permitted under this Agreement (each a “Notice”)
          shall
          be in writing and shall be sufficiently given (a) if hand delivered,
          (b) if sent by nationally recognized overnight courier, or (c) if sent
          by registered or certified mail, postage prepaid, return receipt requested,
          addressed as follows:

         

        if
          to the
          Company: 

        


        PCMT
          Corporation 

        4
          Nafcha
          Street 

        Jerusalem
          Israel 95508

        


        if
          to
          Warrantholder: 

        


        or
          such
          other address as shall be furnished by any of the parties hereto in a Notice.
          Any Notice shall be deemed given upon receipt.

         

        Section
          16. Supplements,
          Amendments and Waivers.

         

        This
          Agreement may be supplemented or amended only by a subsequent writing signed
          by
          each of the parties hereto (or their successors or permitted assigns),
          and any
          provision hereof may be waived only by a written instrument signed by the
          party
          charged therewith.

         

        Section
          17. Successors
          and Assigns.

         

        Except
          as
          otherwise provided herein, the provisions of this Agreement shall be binding
          upon and inure to the benefit of and be enforceable by the successors and
          permitted assigns of the parties hereto. Warrants issued under this Agreement
          may be assigned by Warrantholder only to the extent such assignment satisfies
          the restrictions on transfer set forth in this Agreement; any attempted
          assignment of Warrants in violation of the terms hereof shall be void
ab
          initio.

         

        Section
          18. Termination.

         

        This
          Agreement (other than Sections 7C, 11, and Sections 16 through 27,
          inclusive, and all related definitions, all of which shall survive such
          termination) shall terminate on the earlier of (i) the Warrant Expiration
          Date
          and (ii) the date on which all Warrants have been exercised by the Warrantholder
          or redeemed by the Company. 

         

        Section
          19. Governing
          Law; Jurisdiction.

         

        A. Governing
          Law.
          This
          Agreement and each Warrant Certificate issued hereunder shall be governed
          by and
          construed in accordance with the laws of the state of Delaware and the
          federal
          laws of the United States applicable herein.

         

        B. Submission
          to Jurisdiction.
          Each
          party to this Agreement hereby irrevocably and unconditionally submits,
          for
          itself and its property, to the jurisdiction of the state of Delaware,
          and any
          appellate court from any thereof, in respect of actions brought against
          it as a
          defendant, in any action, suit or proceeding arising out of or relating
          to this
          Agreement or the Warrant Certificates and Warrants to be issued pursuant
          hereto,
          or for recognition or enforcement of any judgment, and each of the parties
          hereto hereby irrevocably and unconditionally agrees that all claims in
          respect
          of any such action, suit or proceeding may be heard and determined in such
          courts. Each of the parties hereto agrees that a final judgment in any
          such
          action, suit or proceeding shall be conclusive and may be enforced in other
          jurisdictions by suit on the judgment or in any other manner provided by
          law.

         

        
          
             

          

          
            -8-

            
              

            

          

          
             

          

        

         

        C. Venue.
          Each
          party hereto irrevocably and unconditionally waives, to the fullest extent
          it
          may legally and effectively do so, any objection which it may now or hereafter
          have to the laying of venue of any action, suit or proceeding arising out
          of or
          relating to this Agreement, or the Warrant Certificates and Warrants to
          be
          issued pursuant hereto, in any court referred to in this Subsection B.
          Each of
          the parties hereby irrevocably waives, to the fullest extent permitted
          by law,
          the defense of an inconvenient forum to the maintenance of such action,
          suit
          proceeding in any such court and waives any other right to which it may
          be
          entitled on account of its place of residence or domicile.

         

        Section
          20. Third
          Party Beneficiaries.

         

        Each
          party intends that this Agreement shall not benefit or create any right
          or cause
          of action in or on behalf of any Person other than the parties hereto and
          their
          successors and permitted assigns.

         

        Section
          21. Headings.

         

        The
          headings in this Agreement are for convenience only and shall not affect
          the
          construction or interpretation of this Agreement.

         

        Section
          22. Entire
          Agreement.

         

        This
          Agreement, together with the Warrant Certificates and Exhibits, and the
          Subscription Agreement, dated of even date herewith, by and between the
          Company
          and the Warrantholder, constitute the entire agreement and understanding
          between
          the parties hereto with respect to the subject matter hereof and shall
          supersede
          any prior agreements and understandings between the parties hereto with
          respect
          to such subject matter.

         

        Section
          23. Expenses.

         

        Each
          of
          the parties hereto shall pay its own expenses and costs incurred or to
          be
          incurred in negotiating, closing and carrying out this Agreement and in
          consummating the transactions contemplated herein, except as otherwise
          expressly
          provided for herein.

         

        Section
          24. Neutral
          Construction.

         

        The
          parties to this Agreement agree that this Agreement was negotiated fairly
          between them at arm’s length and that the final terms of this Agreement are the
          product of the parties’ negotiations. Each party represents and warrants that it
          has sought and received legal counsel of its own choosing with regard to
          the
          contents of this Agreement and the rights and obligations affected hereby.
          The
          parties agree that this Agreement shall be deemed to have been jointly
          and
          equally drafting by them, and that the provisions of this Agreement therefore
          should not be construed against a party or parties on the grounds that
          such
          party or parties drafted or was more responsible for the drafting of any
          such
          provision(s).

         

        
          
             

          

          
            -9-

            
              

            

          

          
             

          

        

         

        Section
          25. Representations
          and Warranties.

         

        The
          Company hereby represents and warrants to the Warrantholder that:

         

        (a) the
          Company has all requisite corporate power and authority to (i) execute
          and
          deliver this Agreement and (ii) issue and sell the Common Stock upon the
          conversion thereof and carry out provisions of this Agreement. All corporate
          action on the part of the Company, its officers, directors and stockholders
          necessary for the authorization, execution and delivery of this Agreement,
          the
          performance of all obligations of the Company hereunder, and the authorization
          (or reservation for issuance), sale and issuance of the Common Stock to
          be sold
          hereunder has been taken or will be taken prior to the date hereof;

         

        (b) this
          Agreement constitutes a valid and legally binding obligation of the Company,
          enforceable in accordance with its terms, except (i) as limited by applicable
          bankruptcy, insolvency, reorganization, moratorium and other laws relating
          to
          application affecting enforcement of creditor’s rights generally and (ii) as
          limited by laws relating to the availability of specific performance, injunctive
          relief of other equitable remedies;

         

        (c) the
          Common Stock issuable upon the conversion thereof that is being purchased
          hereunder, when issued, sold and delivered in accordance with the terms
          of this
          Agreement for the consideration expressed herein, will be duly and validly
          issued, fully paid and nonassessable and will be free of restrictions on
          transfer, other than restrictions on transfer under applicable state and
          federal
          securities laws;

         

        (d) subject
          in part to the truth and accuracy of Warrantholder’s representations set forth
          in Section 11 of this Agreement, the offer, sale and issuance of the Common
          Stock issuable upon the conversion thereof as contemplated by this Agreement
          are
          exempt from the registration requirements of the Securities Act and the
          qualification or registration requirements of any state securities or other
          applicable blue sky laws; and

         

        (e) the
          execution, delivery and performance of this Agreement and the consummation
          of
          the transactions contemplated hereby will not result in any such violation,
          or
          be in conflict with or constitute, with or without the passage of time
          and
          giving of notice, either a default under any such provision or an event
          that
          results in creation of any lien, charge or encumbrance upon any assets
          of the
          Company or the suspension, revocation, impairment, forfeiture or nonremoval
          of
          any material permit, license, authorization or approval applicable to the
          Company, its business or operations or any of its assets or
          properties.

         

        Section
          26. Counterparts.

         

        This
          Agreement may be executed in counterparts and by facsimile and each such
          counterpart shall for all purposes be deemed to be an original, and all
          such
          counterparts shall together constitute but one and the same
          instrument.

         

        
          
             

          

          
            -10-

            
              

            

          

          
             

          

        

         

        IN
          WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
          executed as of the day and year first above written.

         

        
          	 	 	 
	 	PCMT
                  CORPORATION.
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Name:

                
	 	
                  Title:

                


        

         

        
          	 	 	 
	 	[WARRANTHOLDER]
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Name:
                    

                
	 	
                  Title:

                


        

         

        
          
             

          

          
            -11-

            
              

            

          

          
             

          

        


        EXHIBIT 1

         

        WARRANT
          FORM

         

        THE
          SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
          THE
          SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.
          THE
          SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED,
          TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT
          AND
          LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
          TERMS
          AND CONDITIONS OF, AND MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH, A CLASS
          A
          WARRANT AGREEMENT BETWEEN PCMT CORPORATION AND THE HOLDER OF THE SECURITIES
          REPRESENTED BY THIS CERTIFICATE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED
          UPON
          WRITTEN REQUEST TO THE COMPANY.

         

        
          	NO.      	
                  _______
                    CLASS A
                    WARRANTS

                


        

         

        FORM
          OF

         

        Class
          A Warrant Certificate

         

        PCMT
          CORPORATION.

         

        This
          Warrant Certificate certifies that __________________ (the “Warrantholder”),
          is
          the registered holder of _____________ Class A Warrants (the “Warrants”)
          to
          purchase shares (the “Warrant
          Shares”)
          of
          Common Stock of PCMT Corporation (the “Company”).
          Each
          Warrant entitles the holder, subject to the satisfaction of the conditions
          to
          exercise set forth in Section 7 of the Warrant Agreement referred to below,
          to
          purchase from the Company at any time or from time to time on and after
          _________(the “Warrant
          Commencement Date”)
          and
          terminate on or prior to 5:00 p.m., Eastern time, on _________________
          (the
“Warrant
          Expiration Date”)
          one
          fully paid and nonassessable Warrant Share at the Exercise Price set forth
          in
          the Warrant Agreement. The number of Warrant Shares for which each Warrant
          is
          exercisable and the Exercise Price are subject to adjustment as provided
          in the
          Warrant Agreement.

         

        The
          Warrants evidenced by this Warrant Certificate are part of a duly
          authorized issue of Warrants to purchase Warrant Shares and are issued
          pursuant
          to a Class A Warrant Agreement, dated as of ________________ (the “Warrant
          Agreement”),
          between the Company and the Warrantholder, which Warrant Agreement is hereby
          incorporated by reference in and made a part of this instrument and is
          hereby
          referred to for a description of the rights, limitation of rights, obligations,
          duties and immunities thereunder of the Company and Warrantholder.

         

        Warrantholder
          may exercise vested Warrants by surrendering this Warrant Certificate,
          with the
          Election to Purchase attached hereto properly completed and executed, together
          with payment of the aggregate Exercise Price, at the offices of the Company
          specified in Section 16 of the Warrant Agreement. If upon any exercise
          of
          Warrants evidenced hereby the number of Warrants exercised shall be less
          than
          the total number of Warrants evidenced hereby, there shall be issued to
          the
          holder hereof or its assignee a new Warrant Certificate evidencing the
          number of Warrants not exercised.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        This
          Warrant Certificate, when surrendered at the offices of the Company specified
          in
          Section 16 of the Warrant Agreement, by the registered holder thereof in
          person,
          by legal representative or by attorney duly authorized in writing, may
          be
          exchanged, in the manner and subject to the limitations provided in the
          Warrant
          Agreement, for one or more other Warrant Certificates of like tenor evidencing
          in the aggregate a like number of Warrants.

         

        The
          Company may deem and treat the registered holder hereof as the absolute
          owner of
          this Warrant Certificate (notwithstanding any notation of ownership or
          other
          writing hereon made by anyone), for the purpose of any exercise hereof
          and for
          all other purposes, and the Company shall not be affected by any notice
          to the
          contrary.

         

        WITNESS
          the signatures of the duly authorized officers of the Company.

         

        Dated:
          _____________ 

         

        
          	 	 	 
	 	PCMT
                  CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Name:
	 	Title:


        

         

        
          
             

          

          
            1-ii

            
              

            

          

          
             

          

        


        Exhibit
          2

         

        Form
          of Election to Purchase

         

        The
          undersigned hereby irrevocably elects to exercise _________ of the Class
          A
          Warrants evidenced by the attached Warrant Certificate to purchase Warrant
          Shares, and herewith tenders (or is concurrently tendering) payment for
          such
          Warrant Shares in an amount determined in accordance with the terms of
          the
          Warrant Agreement. The undersigned requests that a certificate representing
          such
          Warrant Shares be registered in the name of _________________,
          whose
          address is _________________________and
          that
          such certificate be delivered to _______________,
          whose
          address is _______________.
          If said
          number of Warrants is less than the number of Warrants evidenced by the
          Warrant
          Certificate (as calculated pursuant to the Warrant Agreement), the undersigned
          requests that a new Warrant Certificate evidencing the number of Warrants
          evidenced by this Warrant Certificate that are not being exercised be registered
          in the name of _______________,
          whose
          address is ________________and
          that
          such Warrant Certificate be delivered to ____________,
          whose
          address is _________________________.

         

         
          
            	 	
                    Dated:
                        
                                        ,
                        
                        

                    


                    Name
                      of holder of Warrant Certificate:

                    _____________________________

                     

                    _____________________________

                    (Please
                      Print)

                    


                    Address:______________________

                     

                    _____________________________

                    


                    Federal
                      Tax ID No.:______________

                    


                    Signature:_____________________

                  
	 	 	 
	 	Note:	The above signature must correspond
                    with the
                    name as written in the first sentence of the attached Warrant
                    Certificate
                    in every particular, without alteration or enlargement or any
                    change
                    whatever, and if the certificate evidencing the Warrant Shares
                    or any
                    Warrant Certificate representing Warrants not exercised is to
                    be
                    registered in a name other than that in which this Warrant Certificate
                    is
                    registered, the signature above must be
                    guaranteed.


          
 

        Dated:
                       
           ,
            
            

         

        
          
             

          

          
             

            
              

            

          

          
             

          

          

            CLASS
              B
              WARRANT AGREEMENT

             

            CLASS
              B
              WARRANT AGREEMENT (“Agreement”),
              dated
              as of November __, 2007, by and between PCMT Corporation, a Delaware
              corporation
              (the “Company”),
              and
              ____________________ (“Warrantholder”).
              Certain capitalized terms used herein are defined in Section 15
              hereof.

             

            In
              consideration of the mutual terms, conditions, representations, warranties
              and
              agreements herein set forth, and for other good and valuable consideration,
              the
              receipt and sufficiency of which is hereby acknowledged, the parties
              hereto
              hereby agree as follows:

             

            Section
              1. Issuance
              of Warrants.

             

            The
              Company hereby issues and grants to Warrantholder ________ (_______)
              stock
              purchase warrants, which are hereby designated and shall be known as
              “Class
              B
              Warrants” (hereinafter referred to as “Warrants”).
              Each
              Warrant shall grant to the holder thereof the right to purchase one
              (1) share of
              common stock of the Company (the “Common
              Stock”).
              Commencing on ____________ date hereof (the “Warrant
              Commencement Date”),
              and
              terminating three year from the date of such issuance (the “Warrant
              Expiration Date”),
              the
              holder shall have the right, subject to the satisfaction of the conditions
              to
              exercise set forth in Section 7 of this Agreement, to purchase one
              (1) share of
              Common Stock per each Warrant (the shares of Common Stock issuable
              upon exercise
              of the Warrants being collectively referred to herein as the “Warrant
              Shares”)
              at an
              exercise price of $0.375 per Warrant Share (the “Exercise
              Price”).
              The
              number of Warrant Shares issuable on exercise of each Warrant and the
              Exercise
              Price are all subject to adjustment pursuant to Section 8 of this Agreement.
              

             

            Section
              2. Form
              of Warrant Certificates.

             

            Promptly
              after the execution and delivery of this Agreement by the parties hereto,
              the
              Company may, in its sole and absolute discretion, cause to be executed
              and
              delivered to Warrantholder one or more certificates evidencing the
              Warrants (the
“Warrant
              Certificates”).
              Each
              Warrant Certificate delivered hereunder shall be substantially in the
              form set
              forth in Exhibit
              1 - Warrant Form attached
              hereto and may have such letters, numbers or other identification marks
              and
              legends, summaries or endorsements printed thereon as the Company may
              deem
              appropriate and that are not inconsistent with the terms of this Agreement
              or as
              may be required by applicable law, rule or regulation. Each Warrant
              Certificate
              shall be dated the date of execution by the Company.

             

            Section
              3. Execution
              of Warrant Certificates.

             

            Each
              Warrant Certificate delivered hereunder shall be signed on behalf of
              the Company
              by at least one of the following: its Chief Executive Officer, President,
              Vice
              President, Secretary or Assistant Secretary. Each such signature may
              be in the
              form of a facsimile thereof and may be imprinted or otherwise reproduced
              on the
              Warrant Certificates.

             

            If
              any
              officer of the Company who signed any Warrant Certificate ceases to
              be an
              officer of the Company before the Warrant Certificate so signed shall
              have been
              delivered by the Company, such Warrant Certificate nevertheless may
              be delivered
              as though such person had not ceased to be such officer of the
              Company.

             

            
              
                 

              

              
                 

                
                  

                

              

              
                 

              

            

             

            Section
              4. Registration
              of Ownership and Transfer.

             

            Warrant
              Certificates shall be issued in registered form only. The Company will
              keep or
              cause to be kept books for registration of ownership and transfer of
              each
              Warrant Certificate issued pursuant to this Agreement. Each Warrant
              Certificate
              issued pursuant to this Agreement shall be numbered by the Company
              and shall be
              registered by the Company in the name of the holder thereof (initially
              the
              Warrantholder). The Company may deem and treat the registered holder
              of any
              Warrant Certificate as the absolute owner thereof (notwithstanding
              any notation
              of ownership or other writing thereon made by anyone) for the purpose
              of any
              exercise thereof and for all other purposes, and the Company shall
              not be
              affected by any notice to the contrary.

             

            Section
              5. No
              Transfers.

             

            No
              Warrant may be sold, pledged, hypothecated, assigned, conveyed, transferred
              or
              otherwise disposed of without the agreement of the Company, which will
              not be
              unreasonably withheld.

             

            Section
              6. Mutilated
              or Missing Warrant Certificates.

             

            If
              any
              Warrant Certificate is mutilated, lost, stolen or destroyed, the Company
              shall
              issue, upon surrender and cancellation of any mutilated Warrant Certificate,
              or
              in lieu of and substitution for any lost, stolen or destroyed Warrant
              Certificate, a new Warrant Certificate of like tenor and representing
              an equal
              number of Warrants. In the case of a lost, stolen or destroyed Warrant
              Certificate, a new Warrant Certificate shall be issued by the Company
              only upon
              the Company’s receipt of reasonably satisfactory evidence of such loss, theft or
              destruction and, if requested, an indemnity or bond reasonably satisfactory
              to
              the Company.

             

            Section
              7. Exercise
              of Warrants.

             

            A. Exercise.
              Subject
              to the terms and conditions set forth in this Section 7, Warrants may
              be
              exercised, in whole or in part (but not as to any fractional part of
              a Warrant),
              at any time or from time to time on and after the Warrant Commencement
              Date and
              on or prior to 5:00 p.m., Eastern time, on the Warrant Expiration
              Date.

             

            In
              order
              to exercise any Warrant, Warrantholder shall deliver to the Company
              at its
              office referred to in Section 16 the following: (i) a written notice
              in the form of the Election to Purchase appearing at the end of the
              form of
              Warrant Certificate attached as Exhibit
              2 - Form of Election to Purchase hereto
              of
              such Warrantholder’s election to exercise the Warrants, which notice shall
              specify the number of such Warrantholder’s Warrants being exercised;
              (ii) the Warrant Certificate or Warrant Certificates, if any, evidencing
              the Warrants being exercised; and (iii) payment of the aggregate Exercise
              Price.

             

            All
              rights of Warrantholder with respect to any Warrant that has not been
              exercised,
              on or prior to 5:00 p.m., Eastern time, on the Warrant Expiration Date
              shall
              immediately cease and such Warrants shall be automatically cancelled
              and
              void.

             

            B. Payment
              of Exercise Price.
              Payment
              of the Exercise Price with respect to Warrants being exercised hereunder
              shall
              be made by the payment to the Company, in cash, by check or wire transfer,
              of an
              amount equal to the Exercise Price multiplied by the number of Warrants
              then
              being exercised.

             

            C. Payment
              of Taxes.
              The
              Company shall be responsible for paying any and all issue, documentary,
              stamp or
              other taxes that may be payable in respect of any issuance or delivery
              of
              Warrant Shares on exercise of a Warrant. Notwithstanding anything contained
              herein to the contrary, the Warrantholder shall be responsible for
              all taxes
              that may be due and payable by the Warrantholder as a result of the
              issuance of
              this Warrant to the Warrantholder or as a result of the issuance of
              the Warrant
              Shares upon due exercise hereof.

             

            
              
                 

              

              
                -2-

                
                  

                

              

              
                 

              

            

             

            D. Delivery
              of Warrant Shares.
              Upon
              receipt of the items referred to in Section 7A, the Company shall,
              as promptly
              as practicable, execute and deliver or cause to be executed and delivered,
              to or
              upon the written order of Warrantholder, and in the name of Warrantholder
              or
              Warrantholder’s designee, a stock certificate or stock certificates representing
              the number of Warrant Shares to be issued on exercise of the Warrant(s).
              If the
              Warrant Shares shall in accordance with the terms thereof have become
              automatically convertible into shares of the Company’s Common Stock prior to the
              time a Warrant is exercised, the Company shall in lieu of issuing shares
              of
              Common Stock, issue to the Warrantholder or its designee on exercise
              of such
              Warrant, a stock certificate or stock certificates representing the
              number of
              shares of Common Stock into which the Warrant Shares issuable on exercise
              of
              such Warrant are convertible. The certificates issued to Warrantholder
              or its
              designee shall bear any restrictive legend required under applicable
              law, rule
              or regulation. The stock certificate or certificates so delivered shall
              be
              registered in the name of Warrantholder or such other name as shall
              be
              designated in said notice. A Warrant shall be deemed to have been exercised
              and
              such stock certificate or stock certificates shall be deemed to have
              been
              issued, and such holder or any other Person so designated to be named
              therein
              shall be deemed to have become a holder of record of such shares for
              all
              purposes, as of the date that such notice, together with payment of
              the
              aggregate Exercise Price and the Warrant Certificate or Warrant Certificates
              evidencing the Warrants to be exercised, is received by the Company
              as
              aforesaid. If the Warrants evidenced by any Warrant Certificate are
              exercised in
              part, the Company shall, at the time of delivery of the stock certificates,
              deliver to the holder thereof a new Warrant Certificate evidencing
              the Warrants
              that were not exercised or surrendered, which shall in all respects
              (other than
              as to the number of Warrants evidenced thereby) be identical to the
              Warrant
              Certificate being exercised. Any Warrant Certificates surrendered upon
              exercise
              of Warrants shall be canceled by the Company.

             

            Section
              8. Adjustment
              of Number of Warrant Shares Issuable Upon Exercise of a Warrant and
              Adjustment
              of Exercise Price.

             

            A. Adjustment
              for Stock Splits, Stock Dividends, Recapitalizations.
              The
              number of Warrant Shares issuable upon exercise of each Warrant and
              the Exercise
              Price shall each be proportionately adjusted to reflect any stock dividend,
              stock split, reverse stock split, recapitalization or the like affecting
              the
              number of outstanding shares of Common Stock that occurs after the
              date hereof.


             

            B. Adjustments
              for Reorganization, Consolidation, Merger.
              If
              after the date hereof, the Company (or any other entity, the stock
              or other
              securities of which are at the time receivable on the exercise of the
              Warrants),
              consolidates with or merges into another entity or conveys all or substantially
              all of its assets to another entity, then, in each such case, Warrantholder,
              upon any permitted exercise of a Warrant (as provided in Section 7),
              at any time
              after the consummation of such reorganization, consolidation, merger
              or
              conveyance, shall be entitled to receive, in lieu
              of
              the stock or other securities and property receivable upon the exercise
              of the
              Warrant prior to such consummation, the stock or other securities or
              property to
              which such Warrantholder would have been entitled upon the consummation
              of such
              reorganization, consolidation, merger or conveyance if such Warrantholder
              had
              exercised the Warrant immediately prior thereto, all subject to further
              adjustment as provided in this Section 8. The successor or purchasing
              entity in
              any such reorganization, consolidation, merger or conveyance (if other
              than the
              Company) shall duly execute and deliver to Warrantholder a written
              acknowledgment of such entity’s obligations under the Warrants and this
              Agreement.

             

            
              
                 

              

              
                -3-

                
                  

                

              

              
                 

              

            

             

            C. Notice
              of Certain Events.

             

            Upon
              the
              occurrence of any event resulting in an adjustment in the number of
              Warrant
              Shares (or other stock or securities or property) receivable upon the
              exercise
              of the Warrants or the Exercise Price, the Company shall promptly thereafter
              (i)
              compute such adjustment in accordance with the terms of the Warrants,
              (ii)
              prepare a certificate setting forth such adjustment and showing in
              detail the
              facts upon which such adjustment is based, and (iii) mail copies of
              such
              certificate to Warrantholder.

             

            Section
              9. Reservation
              of Shares.

             

            The
              Company shall at all times reserve and keep available, free from preemptive
              rights, out of the aggregate of its authorized but unissued Common
              Stock, or its
              authorized and issued Common Stock held in its treasury, the aggregate
              number of
              the Warrant Shares deliverable upon the exercise of all outstanding
              Warrants,
              for the purpose of enabling it to satisfy any obligation to issue the
              Warrant
              Shares upon the due and punctual exercise of the Warrants, through
              5:00 p.m.,
              Eastern time, on the Warrant Expiration Date. 

             

            Section
              10. No
              Impairment.

             

            The
              Company shall not, by amendment of its certificate of incorporation
              or bylaws,
              or through reorganization, consolidation, merger, dissolution, issuance
              or sale
              of securities, sale of assets or any other voluntary action, willfully
              avoid or
              seek to avoid the observance or performance of any of the terms of
              the Warrants
              or this Agreement, and shall 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 in order to protect the rights of Warrantholder under
              the
              Warrants and this Agreement against wrongful impairment. Without limiting
              the
              generality of the foregoing, the Company: (i) shall not set or increase
              the par
              value of any Warrant Shares above the amount payable therefor upon
              exercise, and
              (ii) shall take all actions that are necessary or appropriate in order
              that the
              Company may validly and legally issue fully paid and nonassessable
              Warrant
              Shares upon the exercise of the Warrants.

             

            Section
              11. Representations
              and Warranties of Warrantholder.

             

            Warrantholder
              represents and warrants to the Company that, on the date hereof and
              on the date
              the Warrantholder exercises the Warrant pursuant to the terms of this
              Agreement:

             

            A.
               Warrantholder
              understands that the Warrants and the Warrant Shares have not been
              registered
              under the Securities Act and acknowledges that the Warrants and the
              Warrant
              Shares must be held indefinitely unless they are subsequently registered
              under
              the Securities Act or an exemption from such registration becomes available.
              

             

            B.
               Warrantholder
              is acquiring the Warrants for Warrantholder’s own account for investment and not
              with a view to, or for sale in connection with, any distribution
              thereof.

             

            C.
               Warrantholder
              understands that the Warrants and the Warrant Shares are being offered
              and sold
              to him in reliance on an exemption from the registration requirements
              of United
              States federal and state securities laws under Regulation S promulgated
              under
              the Securities Act and that the Company is relying upon the truth and
              accuracy
              of the representations, warranties, agreements, acknowledgments and
              understandings of the Warrantholder set forth herein in order to determine
              the
              applicability of such exemptions and the suitability of the Warrantholder
              to
              acquire the Warrants and Warrant Shares. In this regard, Warrantholder
              represents, warrants and agrees that:

             

            
              
                 

              

              
                -4-

                
                  

                

              

              
                 

              

            

            


            (1)
               Warrantholder
              is not a U.S. Person (as defined below) and is not an affiliate (as
              defined in
              Rule 501(b) under the Securities Act) of the Company and is not acquiring
              the
              Warrants and Warrant Shares for the account or benefit of a U.S. Person.
              A U.S.
              Person means any one of the following:

            


            (A)
               any
              natural person resident in the United States of America;

            


            (B)
               any
              partnership or corporation organized or incorporated under the laws
              of the
              United States of America;

            


            (C) any
              estate of which any executor or administrator is a U.S. person;

            


            (D) any
              trust
              of which any trustee is a U.S. person;

            


            (E) any
              agency or branch of a foreign entity located in the United States of
              America;

            


            (F) any
              non-discretionary account or similar account (other than an estate
              or trust)
              held by a dealer or other fiduciary for the benefit or account of a
              U.S.
              person;

            


            (G) any
              discretionary account or similar account (other than an estate or trust)
              held by
              a dealer or other fiduciary organized, incorporated or (if an individual)
              resident in the United States of America; and

            


            (H) any
              partnership or corporation if:

            


            (i)
              organized or incorporated under the laws of any foreign jurisdiction;
              and

            


            (ii)
               formed
              by
              a U.S. person principally for the purpose of investing in securities
              not
              registered under the Securities Act, unless it is organized or incorporated,
              and
              owned, by accredited investors (as
              defined in Rule 501(a) under the Securities Act) who are not natural
              persons,
              estates or trusts.

            


            (2)
               At
              the
              time of the origination of contact concerning this Agreement and the
              date of the
              execution and delivery of this Agreement, Warrantholder was outside
              of the
              United States.

            


            (3) Warrantholder
              will not, during the period commencing on the date of issuance of the
              Warrants
              and Warrant Shares and ending on the first anniversary of such date,
              or such
              shorter period as may be permitted by Regulation S or other applicable
              securities law (the “Restricted Period”), offer, sell, pledge or otherwise
              transfer the Warrants and Warrant Shares in the United States, or to
              a U.S.
              Person for the account or for the benefit of a U.S. Person, or otherwise
              in a
              manner that is not in compliance with Regulation S. 

             

            
              
                 

              

              
                -5-

                
                  

                

              

              
                 

              

            

            


            (4) Warrantholder
              will, after expiration of the Restricted Period, offer, sell, pledge
              or
              otherwise transfer the Warrants and Warrant Shares only pursuant to
              registration
              under the Securities Act or an available exemption therefrom and, in
              accordance
              with all applicable state and foreign securities laws and this
              Agreement.

            


            (5) Warrantholder
              was not in the United States, engaged in, and prior to the expiration
              of the
              Restricted Period will not engage in, any short selling of or any hedging
              transaction with respect to the Warrants and Warrant Shares, including
              without
              limitation, any put, call or other option transaction, option writing
              or equity
              swap.

            


            (6) Neither
              Warrantholder nor or any person acting on Warrantholder’s behalf has engaged,
              nor will engage, in any directed selling efforts to a U.S. Person with
              respect
              to the Warrants and Warrant Shares and the Warrantholder and any person
              acting
              on Warrantholder’s behalf have complied and will comply with the “offering
              restrictions” requirements of Regulation S under the Securities
              Act.

            


            (7) The
              transactions contemplated by this Agreement have not been pre-arranged
              with a
              buyer located in the United States or with a U.S. Person, and are not
              part of a
              plan or scheme to evade the registration requirements of the Securities
              Act.

            


            (8) Neither
              Warrantholder nor any person acting on Warrantholder’s behalf has undertaken or
              carried out any activity for the purpose of, or that could reasonably
              be
              expected to have the effect of, conditioning the market in the United
              States,
              its territories or possessions, for any of the Warrants and Warrant
              Shares.
              Warrantholder agrees not to cause any advertisement of the Warrants
              and Warrant
              Shares to be published in any newspaper or periodical or posted in
              any public
              place and not to issue any circular relating to the Warrants and Warrant
              Shares,
              except such advertisements that include the statements required by
              Regulation S
              under the Securities Act, and only offshore and not in the U.S. or
              its
              territories, and only in compliance with any local applicable securities
              laws.

            


            (9) Each
              certificate representing the Warrants and Warrant Shares shall be endorsed
              with
              the following legends, in addition to any other legend required to
              be placed
              thereon by applicable federal or state securities laws:

            


            (A) “THE
              SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS
              (AS DEFINED
              IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES
              ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
              COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
              UNDER THE SECURITIES ACT.”

            


            (B) “TRANSFER
              OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
              OF
              REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR
              PURSUANT TO
              AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT
              BE CONDUCTED
              UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

            


            (10)
               Warrantholder
              consents to the Company making a notation on its records or giving
              instructions
              to any transfer agent of the Company in order to implement the restrictions
              on
              transfer of the Warrants and Warrant Shares set forth in this Section
              11.

             

            
              
                 

              

              
                -6-

                
                  

                

              

              
                 

              

            

            


            Section
              12. No
              Rights or Liabilities as Stockholder.

             

            No
              holder, as such, of any Warrant Certificate shall be entitled to vote,
              receive
              dividends or be deemed the holder of Common Stock which may at any
              time be
              issuable on the exercise of the Warrants represented thereby for any
              purpose
              whatever, nor shall anything contained herein or in any Warrant Certificate
              be
              construed to confer upon the holder of any Warrant Certificate, 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 stockholders 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 or change of stock to no par value, consolidation, merger,
              conveyance
              or otherwise), or to receive notice of meetings or other actions affecting
              stockholders or to receive dividend or subscription rights, or otherwise,
              until
              such Warrant Certificate shall have been exercised in accordance with
              the
              provisions hereof and the receipt and collection of the Exercise Price
              and any
              other amounts payable upon such exercise by the Company. No provision
              hereof, in
              the absence of affirmative action by Warrantholder to purchase Warrant
              Shares
              shall give rise to any liability of such holder for the Exercise Price
              or as a
              stockholder of the Company, whether such liability is asserted by the
              Company or
              by creditors of the Company.

             

            Section
              13. Fractional
              Interests.

             

            The
              Company shall not be required to issue fractional shares of Common
              Stock upon
              exercise of the Warrants or to distribute certificates that evidence
              fractional
              shares of Common Stock. If any fraction of a Warrant Share would, except
              for the
              provisions of this Section 13, be issuable on the exercise of a Warrant,
              the
              number of Warrant Shares to be issued by the Company shall be rounded
              to the
              nearest whole number, with one-half or greater being rounded up.

             

            Section
              14. Definitions.

             

            Unless
              the context otherwise requires, the terms defined in this Section 15,
              whenever used in this Agreement shall have the respective meanings
              hereinafter
              specified and words in the singular or in the plural shall each include
              the
              singular and the plural and the use of any gender shall include all
              genders.

             

            “Business
              Day”
shall
              mean any day on which banking institutions are generally open for business
              in
              Delaware.

             

            “Common
              Stock”
means
              the common stock of the Company.

             

            “Exercise
              Price”
shall
              be the price per Warrant Share at which Warrantholder is entitled to
              purchase
              Warrant Shares upon exercise of any Warrant determined in accordance
              with
              Section 7 and subject to adjustment as provided in Sections 8 and 17
              hereof.

             

            “Person”
shall
              mean any corporation, association, partnership, limited liability company,
              joint
              venture, trust, organization, business, individual, government or political
              subdivision thereof or governmental body.

             

            “Securities
              Act”
shall
              mean the Securities Act of 1933, as amended, or any similar federal
              statute as
              at the time in effect, and any reference to a particular section of
              such Act
              shall include a reference to the comparable section, if any, of such
              successor
              federal statute.

             

            
              
                 

              

              
                -7-

                
                  

                

              

              
                 

              

            

             

            Section
              15. Notices.

             

            All
              notices, consents, requests, waivers or other communications required
              or
              permitted under this Agreement (each a “Notice”)
              shall
              be in writing and shall be sufficiently given (a) if hand delivered,
              (b) if sent by nationally recognized overnight courier, or (c) if sent
              by registered or certified mail, postage prepaid, return receipt requested,
              addressed as follows:

             

            if
              to the
              Company: 

            


            PCMT
              Corporation 

            4
              Nafcha
              Street 

            Jerusalem
              Israel 95508

            


            if
              to
              Warrantholder: 

            


            or
              such
              other address as shall be furnished by any of the parties hereto in
              a Notice.
              Any Notice shall be deemed given upon receipt.

             

            Section
              16. Supplements,
              Amendments and Waivers.

             

            This
              Agreement may be supplemented or amended only by a subsequent writing
              signed by
              each of the parties hereto (or their successors or permitted assigns),
              and any
              provision hereof may be waived only by a written instrument signed
              by the party
              charged therewith.

             

            Section
              17. Successors
              and Assigns.

             

            Except
              as
              otherwise provided herein, the provisions of this Agreement shall be
              binding
              upon and inure to the benefit of and be enforceable by the successors
              and
              permitted assigns of the parties hereto. Warrants issued under this
              Agreement
              may be assigned by Warrantholder only to the extent such assignment
              satisfies
              the restrictions on transfer set forth in this Agreement; any attempted
              assignment of Warrants in violation of the terms hereof shall be void
              ab
              initio.

             

            Section
              18. Termination.

             

            This
              Agreement (other than Sections 7C, 11, and Sections 16 through 27,
              inclusive, and all related definitions, all of which shall survive
              such
              termination) shall terminate on the earlier of (i) the Warrant Expiration
              Date
              and (ii) the date on which all Warrants have been exercised by the
              Warrantholder
              or redeemed by the Company. 

             

            Section
              19. Governing
              Law; Jurisdiction.

             

            A. Governing
              Law.
              This
              Agreement and each Warrant Certificate issued hereunder shall be governed
              by and
              construed in accordance with the laws of the state of Delaware and
              the federal
              laws of the United States applicable herein.

             

            B. Submission
              to Jurisdiction.
              Each
              party to this Agreement hereby irrevocably and unconditionally submits,
              for
              itself and its property, to the jurisdiction of the state of Delaware,
              and any
              appellate court from any thereof, in respect of actions brought against
              it as a
              defendant, in any action, suit or proceeding arising out of or relating
              to this
              Agreement or the Warrant Certificates and Warrants to be issued pursuant
              hereto,
              or for recognition or enforcement of any judgment, and each of the
              parties
              hereto hereby irrevocably and unconditionally agrees that all claims
              in respect
              of any such action, suit or proceeding may be heard and determined
              in such
              courts. Each of the parties hereto agrees that a final judgment in
              any such
              action, suit or proceeding shall be conclusive and may be enforced
              in other
              jurisdictions by suit on the judgment or in any other manner provided
              by
              law.

             

            
              
                 

              

              
                -8-

                
                  

                

              

              
                 

              

            

             

            C. Venue.
              Each
              party hereto irrevocably and unconditionally waives, to the fullest
              extent it
              may legally and effectively do so, any objection which it may now or
              hereafter
              have to the laying of venue of any action, suit or proceeding arising
              out of or
              relating to this Agreement, or the Warrant Certificates and Warrants
              to be
              issued pursuant hereto, in any court referred to in this Subsection
              B. Each of
              the parties hereby irrevocably waives, to the fullest extent permitted
              by law,
              the defense of an inconvenient forum to the maintenance of such action,
              suit
              proceeding in any such court and waives any other right to which it
              may be
              entitled on account of its place of residence or domicile.

             

            Section
              20. Third
              Party Beneficiaries.

             

            Each
              party intends that this Agreement shall not benefit or create any right
              or cause
              of action in or on behalf of any Person other than the parties hereto
              and their
              successors and permitted assigns.

             

            Section
              21. Headings.

             

            The
              headings in this Agreement are for convenience only and shall not affect
              the
              construction or interpretation of this Agreement.

             

            Section
              22. Entire
              Agreement.

             

            This
              Agreement, together with the Warrant Certificates and Exhibits, and
              the
              Subscription Agreement, dated of even date herewith, by and between
              the Company
              and the Warrantholder, constitute the entire agreement and understanding
              between
              the parties hereto with respect to the subject matter hereof and shall
              supersede
              any prior agreements and understandings between the parties hereto
              with respect
              to such subject matter.

             

            Section
              23. Expenses.

             

            Each
              of
              the parties hereto shall pay its own expenses and costs incurred or
              to be
              incurred in negotiating, closing and carrying out this Agreement and
              in
              consummating the transactions contemplated herein, except as otherwise
              expressly
              provided for herein.

             

            Section
              24. Neutral
              Construction.

             

            The
              parties to this Agreement agree that this Agreement was negotiated
              fairly
              between them at arm’s length and that the final terms of this Agreement are the
              product of the parties’ negotiations. Each party represents and warrants that it
              has sought and received legal counsel of its own choosing with regard
              to the
              contents of this Agreement and the rights and obligations affected
              hereby. The
              parties agree that this Agreement shall be deemed to have been jointly
              and
              equally drafting by them, and that the provisions of this Agreement
              therefore
              should not be construed against a party or parties on the grounds that
              such
              party or parties drafted or was more responsible for the drafting of
              any such
              provision(s).

             

            
              
                 

              

              
                -9-

                
                  

                

              

              
                 

              

            

             

            Section
              25. Representations
              and Warranties.

             

            The
              Company hereby represents and warrants to the Warrantholder that:

             

            (a) the
              Company has all requisite corporate power and authority to (i) execute
              and
              deliver this Agreement and (ii) issue and sell the Common Stock upon
              the
              conversion thereof and carry out provisions of this Agreement. All
              corporate
              action on the part of the Company, its officers, directors and stockholders
              necessary for the authorization, execution and delivery of this Agreement,
              the
              performance of all obligations of the Company hereunder, and the authorization
              (or reservation for issuance), sale and issuance of the Common Stock
              to be sold
              hereunder has been taken or will be taken prior to the date hereof;

             

            (b) this
              Agreement constitutes a valid and legally binding obligation of the
              Company,
              enforceable in accordance with its terms, except (i) as limited by
              applicable
              bankruptcy, insolvency, reorganization, moratorium and other laws relating
              to
              application affecting enforcement of creditor’s rights generally and (ii) as
              limited by laws relating to the availability of specific performance,
              injunctive
              relief of other equitable remedies;

             

            (c) the
              Common Stock issuable upon the conversion thereof that is being purchased
              hereunder, when issued, sold and delivered in accordance with the terms
              of this
              Agreement for the consideration expressed herein, will be duly and
              validly
              issued, fully paid and nonassessable and will be free of restrictions
              on
              transfer, other than restrictions on transfer under applicable state
              and federal
              securities laws;

             

            (d) subject
              in part to the truth and accuracy of Warrantholder’s representations set forth
              in Section 11 of this Agreement, the offer, sale and issuance of the
              Common
              Stock issuable upon the conversion thereof as contemplated by this
              Agreement are
              exempt from the registration requirements of the Securities Act and
              the
              qualification or registration requirements of any state securities
              or other
              applicable blue sky laws; and

             

            (e) the
              execution, delivery and performance of this Agreement and the consummation
              of
              the transactions contemplated hereby will not result in any such violation,
              or
              be in conflict with or constitute, with or without the passage of time
              and
              giving of notice, either a default under any such provision or an event
              that
              results in creation of any lien, charge or encumbrance upon any assets
              of the
              Company or the suspension, revocation, impairment, forfeiture or nonremoval
              of
              any material permit, license, authorization or approval applicable
              to the
              Company, its business or operations or any of its assets or
              properties.

             

            Section
              26. Counterparts.

             

            This
              Agreement may be executed in counterparts and by facsimile and each
              such
              counterpart shall for all purposes be deemed to be an original, and
              all such
              counterparts shall together constitute but one and the same
              instrument.

             

            
              
                 

              

              
                -10-

                
                  

                

              

              
                 

              

            

             

            IN
              WITNESS WHEREOF, the parties hereto have caused this Agreement to be
              duly
              executed as of the day and year first above written.

             

            
              	 	 	 
	 	PCMT
                      CORPORATION.
	 
 	 
 	 
 
	 	By:  	 
	 	
                      

                      Name:

                    
	 	
                      Title:

                    


               

              
                	 	 	 
	 	[WARRANTHOLDER]
	 
 	 
 	 
 
	 	By:  	 
	 	
                        

                        Name:
                          

                      
	 	
                        Title:

                      


              

            

             

            
              
                 

              

              
                -11-

                
                  

                

              

              
                 

              

            


            EXHIBIT 1

             

            WARRANT
              FORM

             

            THE
              SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
              UNDER THE
              SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.
              THE
              SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED,
              TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH
              ACT AND
              LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
              THE TERMS
              AND CONDITIONS OF, AND MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH,
              A CLASS B
              WARRANT AGREEMENT BETWEEN PCMT CORPORATION AND THE HOLDER OF THE SECURITIES
              REPRESENTED BY THIS CERTIFICATE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED
              UPON
              WRITTEN REQUEST TO THE COMPANY.

             

            
              	NO.      	
                      _______
                        CLASS B
                        WARRANTS 

                    


            

             

            FORM
              OF

             

            Class
              B Warrant Certificate

             

            PCMT
              CORPORATION.

             

            This
              Warrant Certificate certifies that __________________ (the “Warrantholder”),
              is
              the registered holder of _____________ Class B Warrants (the “Warrants”)
              to
              purchase shares (the “Warrant
              Shares”)
              of
              Common Stock of PCMT Corporation (the “Company”).
              Each
              Warrant entitles the holder, subject to the satisfaction of the conditions
              to
              exercise set forth in Section 7 of the Warrant Agreement referred to
              below, to
              purchase from the Company at any time or from time to time on and after
              _________(the “Warrant
              Commencement Date”)
              and
              terminate on or prior to 5:00 p.m., Eastern time, on _________________
              (the
“Warrant
              Expiration Date”)
              one
              fully paid and nonassessable Warrant Share at the Exercise Price set forth in
              the Warrant Agreement. The number of Warrant Shares for which each
              Warrant is
              exercisable and the Exercise Price are subject to adjustment as provided
              in the
              Warrant Agreement.

             

            The
              Warrants evidenced by this Warrant Certificate are part of a duly
              authorized issue of Warrants to purchase Warrant Shares and are issued
              pursuant
              to a Class B Warrant Agreement, dated as of ________________ (the “Warrant
              Agreement”),
              between the Company and the Warrantholder, which Warrant Agreement
              is hereby
              incorporated by reference in and made a part of this instrument and
              is hereby
              referred to for a description of the rights, limitation of rights,
              obligations,
              duties and immunities thereunder of the Company and Warrantholder.

             

            Warrantholder
              may exercise vested Warrants by surrendering this Warrant Certificate,
              with the
              Election to Purchase attached hereto properly completed and executed,
              together
              with payment of the aggregate Exercise Price, at the offices of the
              Company
              specified in Section 16 of the Warrant Agreement. If upon any exercise
              of
              Warrants evidenced hereby the number of Warrants exercised shall be
              less than
              the total number of Warrants evidenced hereby, there shall be issued
              to the
              holder hereof or its assignee a new Warrant Certificate evidencing the
              number of Warrants not exercised.

             

            
              
                 

              

              
                 

                
                  

                

              

              
                 

              

            

             

            This
              Warrant Certificate, when surrendered at the offices of the Company
              specified in
              Section 16 of the Warrant Agreement, by the registered holder thereof
              in person,
              by legal representative or by attorney duly authorized in writing,
              may be
              exchanged, in the manner and subject to the limitations provided in
              the Warrant
              Agreement, for one or more other Warrant Certificates of like tenor
              evidencing
              in the aggregate a like number of Warrants.

             

            The
              Company may deem and treat the registered holder hereof as the absolute
              owner of
              this Warrant Certificate (notwithstanding any notation of ownership
              or other
              writing hereon made by anyone), for the purpose of any exercise hereof
              and for
              all other purposes, and the Company shall not be affected by any notice
              to the
              contrary.

             

            WITNESS
              the signatures of the duly authorized officers of the Company.

             

            Dated:
              _____________

             

            
              	 	 	 
	 	PCMT
                      CORPORATION.
	 
 	 
 	 
 
	 	By:  	 
	 	
                      

                      Name:

                    
	 	
                      Title:

                    


            

             

            
              
                 

              

              
                1-ii

                
                  

                

              

              
                 

              

            


            Exhibit
              2

             

            Form
              of Election to Purchase

             

            The
              undersigned hereby irrevocably elects to exercise _________ of the
              Class B
              Warrants evidenced by the attached Warrant Certificate to purchase
              Warrant
              Shares, and herewith tenders (or is concurrently tendering) payment
              for such
              Warrant Shares in an amount determined in accordance with the terms
              of the
              Warrant Agreement. The undersigned requests that a certificate representing
              such
              Warrant Shares be registered in the name of _______________,
              whose
              address is _________________ and
              that
              such certificate be delivered to  _________________ ,
              whose
              address is  _________________ .
              If said
              number of Warrants is less than the number of Warrants evidenced by
              the Warrant
              Certificate (as calculated pursuant to the Warrant Agreement), the
              undersigned
              requests that a new Warrant Certificate evidencing the number of Warrants
              evidenced by this Warrant Certificate that are not being exercised
              be registered
              in the name of  _________________,
              whose
              address is  _________________ and
              that
              such Warrant Certificate be delivered to  _________________,
              whose
              address is  _________________.

             

             
              
                	 	
                        Dated:
                            
                                            ,
                            
                            

                        


                        Name
                          of holder of Warrant Certificate:

                        _____________________________

                         

                        _____________________________

                        (Please
                          Print)

                        


                        Address:______________________

                         

                        _____________________________

                        


                        Federal
                          Tax ID No.:______________

                        


                        Signature:_____________________

                      
	 	 	 
	 	Note:	The above signature must correspond
                        with the
                        name as written in the first sentence of the attached Warrant
                        Certificate
                        in every particular, without alteration or enlargement or
                        any change
                        whatever, and if the certificate evidencing the Warrant Shares
                        or any
                        Warrant Certificate representing Warrants not exercised is
                        to be
                        registered in a name other than that in which this Warrant
                        Certificate is
                        registered, the signature above must be
                        guaranteed.


              

            

            


            Dated:
                           
               ,