f10sbex10ix_dibz.htm


     

     

    THIS
      WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
      BEEN
      REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  EXCEPT
      AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS
      OF
      JANUARY 25, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,
      TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION
      STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN
      FORM,
      SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
      TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD
      PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

     

    Right
      to
      Purchase

     135,000
      Shares of 

    Common
      Stock, 

    no
      par
      value per share

     

    STOCK
      PURCHASE WARRANT

     

    THIS
      CERTIFIES THAT, for
      value
      received, New Millennium Capital Partners II, LLC or its registered assigns,
      is
      entitled to purchase from Haystar Services and Technology,
      Inc., a Nevada corporation (the “Company”), at any time or from time to
      time during the period specified in Paragraph 2 hereof, 135,000 fully paid
      and nonassessable shares of the Company’s Common Stock, no par value per share
      (the “Common Stock”), at an exercise price per share equal to
      [$                    
] (the “Exercise Price”); provided, however, that such number of shares of
      Common Stock shall not exceed an amount equal to sixteen (16) shares of Common
      Stock for each One Dollar ($1.00) of principal amount advanced under the
      callable Secured Note dated January 25, 2007 by the holder thereof, who is
      the
      initial holder of this Stock Purchase Warrant.  The term “Warrant
      Shares,” as used herein, refers to the shares of Common Stock purchasable
      hereunder.  The Warrant Shares and the Exercise Price are subject to
      adjustment as provided in Paragraph 4 hereof.  The term “Warrants”
means this Warrant and the other warrants issued pursuant to that certain
      Securities Purchase Agreement, dated January 25, 2007, by and among the Company
      and the Buyers listed on the execution page thereof (the “Securities Purchase
      Agreement”).

     

    This
      Warrant is subject to the following terms, provisions, and
      conditions:

     

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

    1.  Manner
      of Exercise; Issuance of Certificates; Payment for
      Shares.

     

        Subject
      to
      the provisions hereof, this Warrant may be exercised by the holder hereof,
      in
      whole or in part, by the surrender of this Warrant, together with a completed
      exercise agreement in the form attached hereto (the “Exercise Agreement”), to
      the Company during normal business hours on any business day at the Company’s
      principal executive offices (or such other office or agency of the Company
      as it
      may designate by notice to the holder hereof), and upon (i) payment to the
      Company in cash, by certified or offi­cial bank check or by wire transfer
      for the account of the Company of the Exercise Price for the Warrant Shares
      specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares
      by the holder is not then registered pursuant to an effective registration
      statement under the Securities Act of 1933, as amended (the “Securities Act”),
      delivery to the Company of a written notice of an election to effect a “Cashless
      Exercise” (as defined in Section 11(c) below) for the Warrant Shares specified
      in the Exercise Agreement.  The Warrant Shares so purchased shall be
      deemed to be issued to the holder hereof or such holder’s designee, as the
      record owner of such shares, as of the close of business on the date on which
      this Warrant shall have been surrendered, the completed Exercise Agreement
      shall
      have been deliv­ered, and payment shall have been made for such shares as
      set forth above.  Certifi­cates for the Warrant Shares so
      purchased, representing the aggregate number of shares specified in the Exercise
      Agreement, shall be delivered to the holder hereof within a reasonable time,
      not
      exceeding three (3) business days, after this Warrant shall have been so
      exercised.  The certificates so delivered shall be in such
      denominations as may be requested by the holder hereof and shall be registered
      in the name of such holder or such other name as shall be designated by such
      holder.  If this Warrant shall have been exercised only in part, then,
      unless this Warrant has expired, the Company shall, at its expense, at the
      time
      of delivery of such certificates, deliver to the holder a new Warrant
      representing the number of shares with respect to which this Warrant shall
      not
      then have been exercised.  In addition to all other available remedies
      at law or in equity, if the Company fails to deliver certificates for the
      Warrant Shares within three (3) business days after this Warrant is exercised,
      then the Company shall pay to the holder in cash a penalty (the “Penalty”) equal
      to 2% of the number of Warrant Shares that the holder is entitled to multiplied
      by the Market Price (as hereinafter defined) for each day that the Company
      fails
      to deliver certificates for the Warrant Shares.  For example, if the
      holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00,
      then
      the Company shall pay to the holder $4,000 for each day that the Company fails
      to deliver certificates for the Warrant Shares.  The Penalty shall be
      paid to the holder by the fifth day of the month following the month in which
      it
      has accrued.

     

    Notwithstanding
      anything in this Warrant to the contrary, in no event shall the holder of this
      Warrant be entitled to exercise a number of Warrants (or portions thereof)
      in
      excess of the number of Warrants (or portions thereof) upon exercise of which
      the sum of (i) the number of shares of Common Stock beneficially owned by the
      holder and its affiliates (other than shares of Common Stock which may be deemed
      beneficially owned through the ownership of the unexercised Warrants and the
      unexercised or unconverted portion of any other securities of the Company
      (including the Notes (as defined in the Securities Purchase Agreement)) subject
      to a limitation on conversion or exercise analogous to the limitation contained
      herein) and (ii) the number of shares of Common Stock issuable upon exercise
      of
      the Warrants (or portions thereof) with respect to which the determination
      described herein is being made, would result in beneficial ownership by the
      holder and its affiliates of more than 4.999% of the outstanding shares of
      Common Stock.  For purposes of the immediately preceding sentence,
      beneficial ownership shall be determined in accordance with Section 13(d) of
      the
      Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder,
      except as otherwise provided in clause (i) of the preceding
      sentence.  Notwithstanding anything to the contrary contained herein,
      the limitation on exercise of this Warrant set forth herein may not be amended
      without (i) the written consent of the holder hereof and the Company and (ii)
      the approval of a majority of shareholders of the Company.

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    2.  Period
      of Exercise.

     

    
      	
                This
                Warrant is exercisable at any time or from time to time on or after
                the
                date on which this Warrant is issued and delivered pursuant to the
                terms
                of the Securities Purchase Agreement and before 6:00 p.m., New York,
                New
                York time on the fifth (5th)
                anniversary
                of the date of issuance (the “Exercise
                Period”).

            


    

     

    3.  Certain
      Agreements of the Company.

     

    
      	
                The
                Company hereby covenants and agrees as
                follows:

            


    

     

    (a)  Shares
      to be Fully Paid.  All Warrant Shares
      will, upon issuance in accordance with the terms of this Warrant, be validly
      issued, fully paid, and nonassessable and free from all taxes, liens, and
      charges with respect to the issue thereof.

     

    (b)  Reservation
      of Shares.  Subject to the Stockholder
      Approval (as defined in Section 4(m) of the Securities Purchase Agreement),
      during the Exercise Period, the Company shall at all times have authorized,
      and
      reserved for the purpose of issuance upon exercise of this Warrant, a
      suf­ficient number of shares of Common Stock to provide for the exercise of
      this Warrant.

     

    (c)  Listing.  The
      Company shall promptly secure the listing of the shares of Common Stock issuable
      upon exercise of the Warrant upon each national securities exchange or automated
      quotation system, if any, upon which shares of Common Stock are then listed
      (subject to official notice of issuance upon exercise of this Warrant) and
      shall
      maintain, so long as any other shares of Common Stock shall be so listed, such
      listing of all shares of Common Stock from time to time issuable upon the
      exercise of this Warrant; and the Company shall so list on each national
      securities exchange or automated quotation system, as the case may be, and
      shall
      maintain such listing of, any other shares of capital stock of the Company
      issuable upon the exercise of this Warrant if and so long as any shares of
      the
      same class shall be listed on such national securities exchange or automated
      quotation system.

     

    (d)  Certain
      Actions Prohibited.  The Company will
      not, by amendment of its charter or through any re­organi­zation,
      transfer of assets, consolidation, mer­ger, dissolution, issue or sale of
      securities, or any other voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms to be observed or performed by it hereunder,
      but will at all times in good faith assist in the carrying out of all the
      provisions of this Warrant and in the taking of all such action as may
      reasonably be requested by the holder of this Warrant in order to protect the
      exercise privilege of the holder of this Warrant against dilu­tion or other
      impairment, consistent with the tenor and purpose of this
      Warrant.  Without limiting the general­ity of the foregoing, the
      Company (i) will not increase the par value of any shares of Common Stock
      receivable upon the exercise of this Warrant above the Exercise Price then
      in
      effect, and (ii) will take all such actions as may be necessary or appropriate
      in order that the Company may validly and legally issue fully paid and
      nonassessable shares of Common Stock upon the exercise of this
      Warrant.

     

    (e)  Successors
      and Assigns.  This Warrant will be
      binding upon any entity succeeding to the Company by merger, consolidation,
      or
      acquisition of all or sub­stantially all the Company’s assets.

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    4.  Antidilution
      Provisions.

     

    During
      the Exercise Period, the Exercise Price and the number of Warrant Shares shall
      be subject to adjustment from time to time as provided in this Paragraph
      4.

     

    In
      the
      event that any adjustment of the Exercise Price as required herein results
      in a
      fraction of a cent, such Exercise Price shall be rounded up to the nearest
      cent.

     

    (a)  Adjustment
      of Exercise Price and Number of Shares upon Issuance of Common
      Stock.  Except as otherwise provided in
      Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the date of
      issuance of this Warrant, the Company issues or sells, or in accordance with
      Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common
      Stock for no consideration or for a consideration per share (before deduction
      of
      reasonable expenses or commissions or underwriting discounts or allowances
      in
      connection therewith) less than the Market Price on the date of issuance (a
      “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Exercise
      Price will be reduced to a price determined by multiplying the Exercise Price
      in
      effect immediately prior to the Dilutive Issuance by a fraction, (i) the
      numerator of which is an amount equal to the sum of (x) the number of shares
      of
      Common Stock actually outstanding immediately prior to the Dilutive Issuance,
      plus (y) the quotient of the aggregate consideration, calculated as set forth
      in
      Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance
      divided by the Market Price in effect immediately prior to the Dilutive
      Issuance, and (ii) the denominator of which is the total number of shares of
      Common Stock Deemed Outstanding (as defined below) immediately after the
      Dilutive Issuance.

     

    (b)  Effect
      on Exercise Price of Certain
      Events.  For purposes of determining the
      adjusted Exercise Price under Paragraph 4(a) hereof, the following will be
      applicable:

     

    (i)  Issuance
      of Rights or Options.  If the Company in
      any manner issues or grants any warrants, rights or options, whether or not
      immediately exercisable, to subscribe for or to purchase Common Stock or other
      securities convertible into or exchangeable for Common Stock (“Convertible
      Securities”) (such warrants, rights and options to purchase Common Stock or
      Convertible Securities are hereinafter referred to as “Options”) and the price
      per share for which Common Stock is issuable upon the exercise of such Options
      is less than the Market Price on the date of issuance or grant of such Options,
      then the maximum total number of shares of Common Stock issuable upon the
      exercise of all such Options will, as of the date of the issuance or grant
      of
      such Options, be deemed to be outstanding and to have been issued and sold
      by
      the Company for such price per share.  For purposes of the preceding
      sentence, the “price per share for which Common Stock is issuable upon the
      exercise of such Options” is determined by dividing (i) the total amount, if
      any, received or receivable by the Company as consideration for the issuance
      or
      granting of all such Options, plus the minimum aggregate amount of additional
      consideration, if any, payable to the Company upon the exercise of all such
      Options, plus, in the case of Convertible Securities issuable upon the exercise
      of such Options, the minimum aggregate amount of additional consideration
      payable upon the conversion or exchange thereof at the time such Convertible
      Securities first become convertible or exchangeable, by (ii) the maximum total
      number of shares of Common Stock issuable upon the exercise of all such Options
      (assuming full conversion of Convertible Securities, if
      applicable).  No further adjustment to the Exercise Price will be made
      upon the actual issuance of such Common Stock upon the exercise of such Options
      or upon the conversion or exchange of Convertible Securities issuable upon
      exercise of such Options.

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (ii)  Issuance
      of Convertible Securities.  If the
      Company in any manner issues or sells any Convertible Securities, whether or
      not
      immediately convertible (other than where the same are issuable upon the
      exercise of Options) and the price per share for which Common Stock is issuable
      upon such conversion or exchange is less than the Market Price on the date
      of
      issuance, then the maximum total number of shares of Common Stock issuable
      upon
      the conversion or exchange of all such Convertible Securities will, as of the
      date of the issuance of such Convertible Securities, be deemed to be outstanding
      and to have been issued and sold by the Company for such price per
      share.  For the purposes of the preceding sentence, the “price per
      share for which Common Stock is issuable upon such conversion or exchange” is
      determined by dividing (i) the total amount, if any, received or receivable
      by
      the Company as consideration for the issuance or sale of all such Convertible
      Securities, plus the minimum aggregate amount of additional consideration,
      if
      any, payable to the Company upon the conversion or exchange thereof at the
      time
      such Convertible Securities first become convertible or exchangeable, by (ii)
      the maximum total number of shares of Common Stock issuable upon the conversion
      or exchange of all such Convertible Securities.  No further adjustment
      to the Exercise Price will be made upon the actual issuance of such Common
      Stock
      upon conversion or exchange of such Convertible Securities.

     

    (iii)  Change
      in Option Price or Conversion Rate.  If
      there is a change at any time in (i) the amount of additional consideration
      payable to the Company upon the exercise of any Options; (ii) the amount of
      additional consideration, if any, payable to the Company upon the conversion
      or
      exchange of any Convertible Securities; or (iii) the rate at which any
      Convertible Securities are convertible into or exchangeable for Common Stock
      (other than under or by reason of provisions designed to protect against
      dilution), the Exercise Price in effect at the time of such change will be
      readjusted to the Exercise Price which would have been in effect at such time
      had such Options or Convertible Securities still outstanding provided for such
      changed additional consideration or changed conversion rate, as the case may
      be,
      at the time initially granted, issued or sold.

     

    (iv)  Treatment
      of Expired Options and Unexercised Convertible
      Securities.  If, in any case, the total
      number of shares of Common Stock issuable upon exercise of any Option or upon
      conversion or exchange of any Convertible Securities is not, in fact, issued
      and
      the rights to exercise such Option or to convert or exchange such Convertible
      Securities shall have expired or terminated, the Exercise Price then in effect
      will be readjusted to the Exercise Price which would have been in effect at
      the
      time of such expiration or termination had such Option or Convertible
      Securities, to the extent outstanding immediately prior to such expiration
      or
      termination (other than in respect of the actual number of shares of Common
      Stock issued upon exercise or conversion thereof), never been
      issued.

     

    (v)  Calculation
      of Consideration Received.  If any
      Common Stock, Options or Convertible Securities are issued, granted or sold
      for
      cash, the consideration received therefor for purposes of this Warrant will
      be
      the amount received by the Company therefor, before deduction of reasonable
      commissions, underwriting discounts or allowances or other reasonable expenses
      paid or incurred by the Company in connection with such issuance, grant or
      sale.  In case any Common Stock, Options or Convertible Securities are
      issued or sold for a consideration part or all of which shall be other than
      cash, the amount of the consideration other than cash received by the Company
      will be the fair value of such consideration, except where such consideration
      consists of securities, in which case the amount of consideration received
      by
      the Company will be the Market Price thereof as of the date of
      receipt.  

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    In
      case
      any Common Stock, Options or Convertible Securities are issued in connection
      with any acquisition, merger or consolidation in which the Company is the
      surviving corporation, the amount of consideration therefor will be deemed
      to be
      the fair value of such portion of the net assets and business of the
      non-surviving corporation as is attributable to such Common Stock, Options
      or
      Convertible Securities, as the case may be.  The fair value of any
      consideration other than cash or securities will be determined in good faith
      by
      the Board of Directors of the Company.

     

    (vi)  Exceptions
      to Adjustment of Exercise Price.  No
      adjustment to the Exercise Price will be made (i) upon the exercise of any
      warrants, options or convertible securities granted, issued and outstanding
      on
      the date of issuance of this Warrant; (ii) upon the grant or exercise of any
      stock or options which may hereafter be granted or exercised under any employee
      benefit plan, stock option plan or restricted stock plan of the Company now
      existing or to be implemented in the future, so long as the issuance of such
      stock or options is approved by a majority of the independent members of the
      Board of Directors of the Company or a majority of the members of a committee
      of
      independent directors established for such purpose; or (iii) upon the exercise
      of the Warrants.

     

    (c)  Subdivision
      or Combination of Common Stock.  If the
      Company at any time subdivides (by any stock split, stock dividend,
      recapitalization, reorganization, reclassification or otherwise) the shares
      of
      Common Stock acquirable hereunder into a greater number of shares, then, after
      the date of record for effecting such subdivision, the Exercise Price in effect
      immediately prior to such subdivision will be proportionately
      reduced.  If the Company at any time combines (by reverse stock split,
      recapitalization, reorganization, reclassification or otherwise) the shares
      of
      Common Stock acquirable hereunder into a smaller number of shares, then, after
      the date of record for effecting such combination, the Exercise Price in effect
      immediately prior to such combination will be proportionately
      increased.

     

    (d)  Adjustment
      in Number of Shares.  Upon each
      adjustment of the Exercise Price pursuant to the provisions of this Paragraph
      4,
      the number of shares of Common Stock issuable upon exercise of this Warrant
      shall be adjusted by multiplying a number equal to the Exercise Price in effect
      immediately prior to such adjustment by the number of shares of Common Stock
      issuable upon exercise of this Warrant immediately prior to such adjustment
      and
      dividing the product so obtained by the adjusted Exercise Price.

     

    (e)  Consolidation,
      Merger or Sale.  In case of any
      consolidation of the Company with, or merger of the Company into any other
      corporation, or in case of any sale or conveyance of all or substantially all
      of
      the assets of the Company other than in connection with a plan of complete
      liquidation of the Company, then as a condition of such consolidation, merger
      or
      sale or conveyance, adequate provision will be made whereby the holder of this
      Warrant will have the right to acquire and receive upon exercise of this Warrant
      in lieu of the shares of Common Stock immediately theretofore acquirable upon
      the exercise of this Warrant, such shares of stock, securities or assets as
      may
      be issued or payable with respect to or in exchange for the number of shares
      of
      Common Stock immediately theretofore acquirable and receivable upon exercise
      of
      this Warrant had such consolidation, merger or sale or conveyance not taken
      place.  

     

     

    
      
        
        

      

      
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    In
      any
      such case, the Company will make appropriate provision to insure that the
      provisions of this Paragraph 4 hereof will thereafter be applicable as nearly
      as
      may be in relation to any shares of stock or securities thereafter deliverable
      upon the exercise of this Warrant.  The Company will not effect any
      consolidation, merger or sale or conveyance unless prior to the consummation
      thereof, the successor corporation (if other than the Company) assumes by
      written instrument the obligations under this Paragraph 4 and the obligations
      to
      deliver to the holder of this Warrant such shares of stock, securities or assets
      as, in accordance with the foregoing provisions, the holder may be entitled
      to
      acquire.

     

    (f)  Distribution
      of Assets.  In case the Company shall
      declare or make any distribution of its assets (including cash) to holders
      of
      Common Stock as a partial liquidating dividend, by way of return of capital
      or
      otherwise, then, after the date of record for determining shareholders entitled
      to such distribution, but prior to the date of distribution, the holder of
      this
      Warrant shall be entitled upon exercise of this Warrant for the purchase of
      any
      or all of the shares of Common Stock subject hereto, to receive the amount
      of
      such assets which would have been payable to the holder had such holder been
      the
      holder of such shares of Common Stock on the record date for the determination
      of shareholders entitled to such distribution.

     

    (g)  Notice
      of Adjustment.  Upon the occurrence of
      any event which requires any adjustment of the Exercise Price, then, and in
      each
      such case, the Company shall give notice thereof to the holder of this Warrant,
      which notice shall state the Exercise Price resulting from such adjustment
      and
      the increase or decrease in the number of Warrant Shares purchasable at such
      price upon exercise, setting forth in reasonable detail the method of
      calculation and the facts upon which such calculation is based.  Such
      calculation shall be certified by the Chief Financial Officer of the
      Company.

     

    (h)  Minimum
      Adjustment of Exercise Price.  No
      adjustment of the Exercise Price shall be made in an amount of less than 1%
      of
      the Exercise Price in effect at the time such adjustment is otherwise required
      to be made, but any such lesser adjustment shall be carried forward and shall
      be
      made at the time and together with the next subsequent adjustment which,
      together with any adjustments so carried forward, shall amount to not less
      than
      1% of such Exercise Price.

     

    (i)  No
      Fractional Shares.  No fractional shares
      of Common Stock are to be issued upon the exercise of this Warrant, but the
      Company shall pay a cash adjustment in respect of any fractional share which
      would otherwise be issuable in an amount equal to the same fraction of the
      Market Price of a share of Common Stock on the date of such
      exercise.

     

    (j)  Other
      Notices.  In case at any
      time:

     

    (i)  the
      Company shall declare any dividend upon the Common Stock payable in shares
      of
      stock of any class or make any other distribution (including dividends or
      distributions payable in cash out of retained earnings) to the holders of the
      Common Stock;

     

    (ii)  the
      Company shall offer for subscription pro rata to the holders of the Common
      Stock
      any additional shares of stock of any class or other rights;

     

    (iii)  there
      shall be any capital reorganiza­tion of the Company, or reclassification of
      the Common Stock, or consolidation or merger of the Company with or into, or
      sale of all or substan­tially all its assets to, another corporation or
      entity; or

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    (iv)  there
      shall be a voluntary or involun­tary dissolution, liquidation or winding up
      of the Company;

     

    then,
      in
      each such case, the Company shall give to the holder of this Warrant (a) notice
      of the date on which the books of the Company shall close or a record shall
      be
      taken for determining the holders of Common Stock entitled to receive any such
      divi­dend, distribution, or subscription rights or for determining the
      holders of Common Stock entitled to vote in respect of any such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation or
      winding-up and (b) in the case of any such reorganization, reclassification,
      consolidation, merger, sale, dissolution, liquidation or winding-up, notice
      of
      the date (or, if not then known, a reasonable approximation thereof by the
      Company) when the same shall take place.  Such notice shall also
      specify the date on which the holders of Common Stock shall be entitled to
      receive such dividend, distribution, or subscription rights or to exchange
      their
      Common Stock for stock or other securities or property deliverable upon such
      reorganization, re­classification, consolidation, merger, sale, dissolution,
      liquidation, or winding-up, as the case may be.  Such notice shall be
      given at least 30 days prior to the record date or the date on which the
      Company’s books are closed in respect thereto.  Failure to give any
      such notice or any defect therein shall not affect the validity of the
      proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

     

    (k)  Certain
      Events.  If any event occurs of the type
      contemplated by the adjustment provisions of this Paragraph 4 but not expressly
      provided for by such provisions, the Company will give notice of such event
      as
      provided in Paragraph 4(g) hereof, and the Company’s Board of Directors will
      make an appropriate adjustment in the Exercise Price and the number of shares
      of
      Common Stock acquirable upon exercise of this Warrant so that the rights of
      the
      holder shall be neither enhanced nor diminished by such event.

     

    (l)  Certain
      Definitions.

     

    (i)  “Common
      Stock Deemed Outstanding” shall mean the number of
      shares of Common Stock actually outstanding (not including shares of Common
      Stock held in the treasury of the Company), plus (x) pursuant to Paragraph
      4(b)(i) hereof, the maximum total number of shares of Common Stock issuable
      upon
      the exercise of Options, as of the date of such issuance or grant of such
      Options, if any, and (y) pursuant to Paragraph 4(b)(ii) hereof, the maximum
      total number of shares of Common Stock issuable upon conversion or exchange
      of
      Convertible Securities, as of the date of issuance of such Convertible
      Securities, if any.

     

    (ii)  “Market
      Price,” as of any date, (i) means the average of
      the last reported sale prices for the shares of Common Stock on the Pink Sheets
      for the five (5) Trading Days immediately preceding such date as reported by
      Bloomberg, or (ii) if the Pink Sheets is not the principal trading market for
      the shares of Common Stock, the average of the last reported sale prices on
      the
      principal trading market for the Common Stock during the same period as reported
      by Bloomberg, or (iii) if market value cannot be calculated as of such date
      on
      any of the foregoing bases, the Market Price shall be the fair market value
      as
      reasonably determined in good faith by (a) the Board of Directors of the Company
      or, at the option of a majority-in-interest of the holders of the outstanding
      Warrants by (b) an independent investment bank of nationally recognized standing
      in the valuation of businesses similar to the business of the corporation.
      The
      manner of determining the Market Price of the Common Stock set forth in the
      foregoing definition shall apply with respect to any other security in respect
      of which a determination as to market value must be made hereunder.

     

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    (iii)  “Common
      Stock,” for purposes of this Paragraph 4, includes
      the Common Stock, no par value per share, and any additional class of stock
      of
      the Company having no preference as to dividends or distributions on
      liquidation, provided that the shares purchasable pursuant to this Warrant
      shall
      include only shares of Common Stock, no par value per share, in respect of
      which
      this Warrant is exercisable, or shares resulting from any subdivision or
      combination of such Common Stock, or in the case of any reorganization,
      reclassification, consolidation, merger, or sale of the character referred
      to in
      Paragraph 4(e) hereof, the stock or other securities or property provided for
      in
      such Paragraph.

     

    5.  Issue
      Tax.

     

    
      	
                The
                issuance of certificates for Warrant Shares upon the exercise of
                this
                Warrant shall be made without charge to the holder of this Warrant
                or such
                shares for any issuance tax or other costs in respect thereof, provided
                that the Company shall not be required to pay any tax which may be
                payable
                in respect of any transfer involved in the issuance and delivery
                of any
                certificate in a name other than the holder of this
                Warrant.

            


    

     

    6.  No
      Rights or Liabilities as a Shareholder.

     

    
      	
                This
                Warrant shall not entitle the holder hereof to any voting rights
                or other
                rights as a shareholder of the Company.  No provision of this
                Warrant, in the absence of affirmative action by the holder hereof
                to
                purchase Warrant Shares, and no mere enumeration herein of the rights
                or
                privileges of the holder hereof, shall give rise to any liability
                of such
                holder for the Exercise Price or as a shareholder of the Company,
                whether
                such liability is asserted by the Company or by creditors of the
                Company.

            


    

     

    7.  Transfer,
      Exchange, and Replacement of Warrant.

     

    (a)  Restriction
      on Transfer.  This Warrant and the
      rights granted to the holder hereof are transferable, in whole or in part,
      upon
      surrender of this Warrant, together with a properly executed assignment in
      the
      form attached hereto, at the office or agency of the Company referred to in
      Paragraph 7(e) below, pro­vided, however, that any transfer or
      assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof
      and to the applicable provisions of the Securities Purchase
      Agreement.  Until due presentment for registration of transfer on the
      books of the Company, the Company may treat the registered holder hereof as
      the
      owner and holder hereof for all purposes, and the Company shall not be affected
      by any notice to the con­trary.  Notwithstanding anything to the
      contrary contained herein, the registration rights described in Paragraph 8
      are
      assignable only in accordance with the provisions of that certain Registration
      Rights Agreement, dated January 25, 2007, by and among the Company and the
      other
      signatories thereto (the “Registration Rights Agreement”).

     

    (b)  Warrant
      Exchangeable for Different
      Denomina­tions.  This Warrant is
      exchange­able, upon the surrender hereof by the holder hereof at the office
      or agency of the Company referred to in Paragraph 7(e) below, for new Warrants
      of like tenor representing in the aggregate the right to purchase the number
      of
      shares of Common Stock which may be purchased hereunder, each of such new
      Warrants to represent the right to purchase such number of shares as shall
      be
      designated by the holder hereof at the time of such surrender.

     

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (c)  Replacement
      of Warrant.  Upon receipt of
      evi­dence reasonably satisfactory to the Company of the loss, theft,
      destruction, or mutilation of this Warrant and, in the case of any such loss,
      theft, or destruc­tion, upon delivery of an indemnity agreement
      reason­ably satisfactory in form and amount to the Company, or, in the case
      of any such mutilation, upon surrender and cancellation of this Warrant, the
      Company, at its expense, will execute and deliver, in lieu thereof, a new
      Warrant of like tenor.

     

    (d)  Cancellation;
      Payment of Expenses.  Upon the surrender
      of this Warrant in connection with any trans­fer, exchange, or replacement
      as provided in this Paragraph 7, this Warrant shall be promptly canceled by
      the
      Company.  The Company shall pay all taxes (other than securities
      transfer taxes) and all other expenses (other than legal expenses, if any,
      incurred by the holder or transferees) and charges payable in connection with
      the preparation, execution, and delivery of Warrants pursuant to this Paragraph
      7.

     

    (e)  Register.  The
      Company shall maintain, at its principal executive offices (or such other office
      or agency of the Company as it may designate by notice to the holder hereof),
      a
      register for this Warrant, in which the Company shall record the name and
      address of the person in whose name this Warrant has been issued, as well as
      the
      name and address of each transferee and each prior owner of this
      Warrant.

     

    (f)  Exercise
      or Transfer Without Registration.  If,
      at the time of the surrender of this Warrant in connection with any exercise,
      transfer, or exchange of this Warrant, this Warrant (or, in the case of any
      exercise, the Warrant Shares issuable hereunder), shall not be registered under
      the Securities Act of 1933, as amended (the “Securities Act”) and under
      applicable state securities or blue sky laws, the Company may require, as a
      condition of allowing such exercise, transfer, or exchange, (i) that the holder
      or transferee of this Warrant, as the case may be, furnish to the Company a
      written opinion of counsel, which opinion and counsel are acceptable to the
      Company, to the effect that such exercise, transfer, or exchange may be made
      without registration under said Act and under applicable state securities or
      blue sky laws, (ii) that the holder or transferee execute and deliver to the
      Company an investment letter in form and substance acceptable to the Company
      and
      (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)
      promulgated under the Securities Act; provided that no such opinion, letter
      or
      status as an “accredited investor” shall be required in connection with a
      transfer pursuant to Rule 144 under the Securities Act.  The first
      holder of this Warrant, by taking and holding the same, represents to the
      Company that such holder is acquiring this Warrant for investment and not with
      a
      view to the distribution thereof.

     

    8.  Registration
      Rights.  The
      initial holder of this Warrant (and certain assignees thereof) is entitled
      to
      the benefit of such registration rights in respect of the Warrant Shares as
      are
      set forth in Section 2 of the Registration Rights Agreement.

     

    9.  Notices. 
      All notices, requests, and other communications
      required or permitted to be given or delivered hereunder to the holder of this
      Warrant shall be in writing, and shall be personally delivered, or shall be
      sent
      by certified or registered mail or by recognized overnight mail courier, postage
      prepaid and addressed, to such holder at the address shown for such holder
      on
      the books of the Company, or at such other address as shall have been furnished
      to the Company by notice from such holder.  

     

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

     

    
      All
        notices, requests, and other communications required or permitted to be given
        or
        delivered hereunder to the Company shall be in writing, and shall be personally
        delivered, or shall be sent by certified or registered mail or by recognized
        overnight mail courier, postage prepaid and addressed, to the office of the
        Company at 4741 Central, #3, Kansas City, Missouri 46112,
        Attention:  Chief Executive Officer, or at such other address as shall
        have been furnished to the holder of this Warrant by notice from the
        Company.  Any such notice, request, or other communication may be sent
        by facsimile, but shall in such case be subsequently confirmed by a writing
        personally delivered or sent by certified or registered mail or by recognized
        overnight mail courier as provided above.  All notices, requests, and
        other communications shall be deemed to have been given either at the time
        of
        the receipt thereof by the person entitled to re­ceive such notice at the
        address of such person for purposes of this Paragraph 9, or, if mailed by
        registered or certified mail or with a recognized overnight mail courier
        upon
        deposit with the United States Post Office or such overnight mail courier,
        if
        postage is prepaid and the mailing is properly addressed, as the case may
        be.

    

     

    10.  Governing
      Law.  THIS WARRANT SHALL BE ENFORCED,
      GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
      APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE,
      WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.  THE PARTIES
      HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL
      COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER
      THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE
      TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE
      THE
      DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR
      PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A
      PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
      SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
      PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE
      PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH PARTIES AGREE THAT
      A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE
      CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT
      OR IN ANY OTHER LAWFUL MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN
      ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND
      EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN
      CONNECTION WITH SUCH DISPUTE.

     

    11.  Miscellaneous.

     

    (a)  Amendments.  This
      Warrant and any provision hereof may only be amended by an instrument in writing
      signed by the Company and the holder hereof.

     

    (b)  Descriptive
      Headings.  The descriptive headings of
      the several paragraphs of this Warrant are in­serted for purposes of
      reference only, and shall not affect the meaning or construction of any of
      the
      provisions hereof.

     

    (c)  Cashless
      Exercise.  Notwithstanding anything to
      the contrary contained in this Warrant, if the resale of the Warrant Shares
      by
      the holder is not then registered pursuant to an effective registration
      statement under the Securities Act, this Warrant may be exercised by
      presentation and surrender of this Warrant to the Company at its principal
      executive offices with a written notice of the holder’s intention to effect a
      cashless exercise, including a calculation of the number of shares of Common
      Stock to be issued upon such exercise in accordance with the terms hereof (a
      “Cashless Exercise”).  

     

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

     

     

    In
      the
      event of a Cashless Exercise, in lieu of paying the Exercise Price in cash,
      the
      holder shall surrender this Warrant for that number of shares of Common Stock
      determined by multiplying the number of Warrant Shares to which it would
      otherwise be entitled by a fraction, the numerator of which shall be the
      difference between the then current Market Price per share of the Common Stock
      and the Exercise Price,  and the denominator of which shall be the
      then current Market Price per share of Common Stock.  For example, if
      the holder is exercising 100,000 Warrants with a per Warrant exercise price
      of
      $0.75 per share through a cashless exercise when the Common Stock’s current
      Market Price per share is $2.00 per share, then upon such Cashless Exercise
      the
      holder will receive 62,500 shares of Common Stock.

     

    (d)  Remedies.  The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable harm to the holder, by vitiating the intent and purpose of the
      transaction contemplated hereby.  Accordingly, the Company
      acknowledges that the remedy at law for a breach of its obligations under this
      Warrant will be inadequate and agrees, in the event of a breach or threatened
      breach by the Company of the provisions of this Warrant, that the holder shall
      be entitled, in addition to all other available remedies at law or in equity,
      and in addition to the penalties assessable herein, to an injunction or
      injunctions restraining, preventing or curing any breach of this Warrant and
      to
      enforce specifically the terms and provisions thereof, without the necessity
      of
      showing economic loss and without any bond or other security being
      required.

     

    


     

    


     

    


     

    


     

    


     

    


     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

     

     

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

     

    
      DIBZ
        INTERNATIONAL, INC.

    

    


    


    


    By:
      _______________________________

     Mark
      Wood

     Chief
      Executive Officer

    


     

    Dated
      as
      of January 25, 2007

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM
      OF EXERCISE AGREEMENT

     

    


     

    Dated:  ________
      __, 200_

     

    


     

    To:           ______________________

     

    


     

    


     

    The
      undersigned, pursuant to the provisions set forth in the within Warrant, hereby
      agrees to purchase ________ shares of Common Stock covered by such Warrant,
      and
      makes pay­ment herewith in full therefor at the price per share provided by
      such Warrant in cash or by certified or official bank check in the amount of,
      or, if the resale of such Common Stock by the undersigned is not currently
      registered pursuant to an effective registration statement under the Securities
      Act of 1933, as amended, by surrender of securities issued by the Company
      (including a portion of the Warrant) having a market value (in the case of
      a
      portion of this Warrant, determined in accordance with Section 11(c) of the
      Warrant) equal to $_________.  Please issue a certificate or
      certifi­cates for such shares of Common Stock in the name of and pay any
      cash for any fractional share to:

     

    


     

    Name:          ______________________________

    


    


    Signature:

    Address:    ______________________________

        ______________________________

     

    
      Note:      The
        above signature
        should correspond exactly with the name on the face of the within Warrant,
        if
        applicable.

    

     

    and,
      if
      said number of shares of Common Stock shall not be all the shares purchasable
      under the within Warrant, a new Warrant is to be issued in the name of said
      undersigned covering the balance of the shares purchasable thereunder less
      any
      frac­tion of a share paid in cash.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM
      OF ASSIGNMENT

     

    


     

    


     

    FOR
      VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
      all the rights of the undersigned under the within Warrant, with respect to
      the
      number of shares of Common Stock covered thereby set forth hereinbelow,
      to:

    


    
      
        	
                Name
                  of Assignee

              	
                Address

              	
                No
                  of Shares

              


      

    

     

    


     

    


     

    


     

    ,
      and
      hereby irrevocably constitutes and appoints ___________________________________
      as agent and attorney-in-fact to trans­fer said Warrant on the books of the
      within-named corporation, with full power of substitution in the
      premises.

     

    


     

    Dated:                      ________
      __, 200_

     

    


     

    In
      the
      presence
      of:                                                                                      ______________________________

     

    Name:    ______________________________

    


     

    Signature:    
      ______________________________

    Title
      of
      Signing Officer or Agent (if any):

                         
      ______________________________

    Address:      ______________________________

         ______________________________

     

    
      Note:     The
        above
        signature should correspond exactly with the name on the face of the within
        Warrant, if applicable.