EX-10.5 VICIS STOCK PURCHASE WARRANT



 





EXHIBIT 10.5




THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR
DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii)
AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE APPROPRIATE
GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7
OF THIS WARRANT.




WARRANT TO PURCHASE SHARES




OF COMMON STOCK (this “WARRANT”)



Brookside Technology Holding Corp., a Florida corporation (the “COMPANY”), hereby certifies that,
for value received, Dynamic Decisions Strategic Opportunities (the “HOLDER”) is the registered
holder of a warrant (the “WARRANT”) to subscribe for and purchase 10,000,000 shares of the fully
paid and nonassessable Common Stock (as adjusted pursuant to Section 4 hereof, the “WARRANT
SHARES”) of the Company, at a price per share equal to $0.114 (the “WARRANT PRICE,” as adjusted
pursuant to Section 4 hereof), subject to the provisions and upon the terms and conditions
hereinafter set forth.



As used herein, (a) the term “COMMON STOCK” shall mean the Company’s presently authorized Common
Stock, par value $.001 per share, and any stock into or for which such Common Stock may hereafter
be converted or exchanged and (b) the term “DATE OF GRANT” shall mean August 30, 2007.





	1.	 	Term. The purchase right represented by this Warrant is exercisable, in whole or in
part, at any time after the Date of Grant (the “INITIAL EXERCISE DATE”) and from time to time
thereafter through and including the close of business on the date five (5) years from the
Initial Exercise Date (the “EXPIRATION DATE”).





2. Exercise; Expiration; Redemption.





	 	a.	 	Method of Exercise; Payment; Issuance of New Warrant. Subject to Section
1 hereof, the purchase right represented by this Warrant may be exercised by the
holder hereof, in whole or in part and from time to time after the Initial Exercise
Date, by the surrender of this Warrant (with the notice of exercise form attached
hereto as Exhibit A duly executed) at the principal office of the Company and
by the payment to the Company of an amount equal to the then applicable Warrant Price
multiplied by the number of Warrant Shares then being purchased. The person or persons
in whose name(s) any certificate(s) representing shares of Common Stock shall be
issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of
record of, and shall be treated for all purposes as the record holder(s) of, the shares
represented thereby (and such shares shall be deemed to have been issued) immediately
prior to the close of business on the




 









 






	 	 	 	date or dates upon which this Warrant is exercised. In the event of any exercise of
the rights represented by this Warrant, certificates for the shares of stock so
purchased shall be delivered to the holder hereof as soon as possible and in any
event within thirty (30) days after such exercise and, unless this Warrant has been
fully exercised, a new Warrant representing the portion of the Warrant Shares, if
any, with respect to which this Warrant shall not then have been exercised shall
also be issued to the holder hereof as soon as possible and in any event within such
thirty (30) day period.






	 	b.	 	Cashless Exercise. If the Company has not registered the resale of the shares
of common stock into which this Warrant may be exercised within one year of the Date of
Grabnt, then, from and after such time and until the expiration of this Warrant, this
Warrant may be exercised by means of a “cashless exercise” in which the Holder shall be
entitled to receive a certificate for the number of Warrant Shares equal to the
quotient obtained by dividing [(A-B) (X)] by (A), where:






	 	(A)	 	= the VWAP (as defined below) for the 10 Trading Days
immediately preceding the date of such election;
	 
	 	(B)	 	= the Exercise Price of this Warrant, as adjusted; and
	 
	 	(X)	 	= the number of Warrant Shares issuable upon exercise of this
Warrant in accordance with the terms of this Warrant by means of a cash
exercise rather than a cashless exercise.






For purposes of this Warrant, the term “VWAP” shall mean, for any date, the price
determined by the first of the following clauses that applies: (a) if the Common
Stock is then listed or quoted on Nasdaq or any other national securities exchange
on which the Common stock is then listed or quoted (each such exchange, a “Trading
Market”), the daily volume weighted average price of the Common Stock for such date
(or the nearest preceding date) on the Trading Market on which the Common Stock is
then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from
9:30 a.m. New York City time to 4:02 p.m. New York City time); (b) if the OTC
Bulletin Board is not a Trading Market, the volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on the OTC Bulletin
Board; (c) if the Common Stock is not then listed or quoted on a Trading Market or
the OTC Bulletin Board and if prices for the Common Stock are then reported in the
“Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent bid price per
share of the Common Stock so reported; or (d) in all other cases, the fair market
value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the Holder and reasonably acceptable to the Company, the fees and
expenses of which shall be paid by the Company.



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	 	c.	 	Expiration. In the event that any portion of this Warrant is unexercised as of
the Expiration Date, such portion of this Warrant shall automatically expire, and the
Holder shall have no rights with respect to such unexercised portion of this Warrant.
	 
	 	d.	 	Maximum. In no event shall any holder be entitled to exercise any Warrant
Shares to the extent that, after such exercise, the sum of the number of shares of
Common Stock beneficially owned by any holder and its affiliates (other than shares of
Common Stock which may be deemed beneficially owned through the ownership of the
unexercised portion of the Warrant Shares or any unexercised right held by any holder
subject to a similar limitation), would result in beneficial ownership by any holder
and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after
taking into account the shares to be issued to the holder upon such exercise). For
purposes of this Section 2(c), beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended.
Nothing herein shall preclude the holder from disposing of a sufficient number of other
            shares of Common Stock beneficially owned by the holder so as to thereafter permit the
continued exercise of this Warrant.






	3.	 	Stock Fully Paid Reservation of Shares. All Warrant Shares that may be issued upon
the exercise of the rights represented by this Warrant will, upon issuance pursuant to the
terms and conditions herein, be fully paid and non-assessable, and free from all taxes (other
than any taxes determined with respect to, or based upon, the income of the person to whom
such shares are issued), liens and charges (other than liens or charges created by actions of
the holder of this Warrant or the person to whom such shares are issued), and pre-emptive
rights with respect to the issue thereof. During the period within which the rights
represented by this Warrant may be exercised, the Company will at all times have authorized,
and reserved for the purpose of the issue upon exercise of the purchase rights evidenced by
this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of
the rights represented by this Warrant.






	4.	 	Adjustment of Warrant Price and Number of Shares. The number and kind of securities
purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time upon the occurrence of certain events, as follows:






	 	a.	 	Reclassification or Merger. In case of any reclassification, change or
conversion of securities of the class issuable upon exercise of this Warrant (other
than a change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination), or in case of any merger of
the Company with or into another corporation (other than a merger with another
corporation in which the Company is the acquiring and the surviving corporation and
which does not result in any reclassification or change of outstanding securities
issuable upon exercise of this Warrant), or in case of any sale of all or substantially
all of the assets of the Company, the Company, or such successor or purchasing
corporation, as the case may be, shall duly execute and deliver to the holder of this
Warrant a new Warrant so that the holder of this Warrant shall have




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	 	 	 	the right to receive, at a total purchase price not to exceed that payable upon the
exercise of the unexercised portion of this Warrant, and in lieu of the shares of
Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount
of shares of stock, other securities, money and property receivable upon such
reclassification, change or merger by a holder of the number of shares of Common
Stock then purchasable under this Warrant. Such new Warrant shall provide for
adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 4. The provisions of this
Section 4(a) shall similarly apply to successive reclassifications, changes,
mergers and transfers.






	 	b.	 	Subdivision or Combination of Shares. If at any time while this Warrant remains
outstanding and unexpired the Company shall subdivide or combine its outstanding shares
of Common Stock, the Warrant Price shall be proportionately decreased in the case of a
subdivision and increased in the case of a combination, effective at the close of
business on the date the subdivision or combination becomes effective.
	 
	 	c.	 	Stock Dividends. If at any time while this Warrant is outstanding and unexpired
the Company shall pay a dividend with respect to Common Stock payable in Common Stock,
then the Warrant Price shall be adjusted, from and after the date of determination of
stockholders entitled to receive such dividend or distribution, to that price
determined by multiplying the Warrant Price in effect immediately prior to such date of
determination by a fraction (i) the numerator of which shall be the total number of
            shares of Common Stock outstanding immediately prior to such dividend, and (ii) the
denominator of which shall be the total number of shares of Common Stock outstanding
immediately after such dividend.
	 
	 	d.	 	Adjustment of Number of Shares. Upon each adjustment in the Warrant Price, the
number of Warrant Shares purchasable hereunder shall be adjusted, to the nearest whole
share, to the product obtained by multiplying the number of Warrant Shares purchasable
immediately prior to such adjustment in the Warrant Price by a fraction, the numerator
of which shall be the Warrant Price immediately prior to such adjustment and the
denominator of which shall be the Warrant Price immediately thereafter






	5.	 	Notice of Adjustments. Whenever the Warrant Price or the number of Warrant Shares
purchasable hereunder shall be adjusted pursuant to Section 4 hereof, the Company
shall deliver to the holder of this Warrant a certificate signed by its chief financial
officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of
the adjustment, the method by which such adjustment was calculated, and the Warrant Price and
the number of Warrant Shares purchasable hereunder after giving effect to such adjustment






	6.	 	Fractional Shares. No fractional shares of Common Stock will be issued in connection
with any exercise hereunder, but in lieu of such fractional shares the Company shall make a
cash payment therefor based on the fair market value of a share of Common Stock on




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the date of exercise, or round up to the next whole number of shares, at the Company’s
option. “FAIR MARKET VALUE” of a share of Common Stock as of a particular date (the
“DETERMINATION DATE”) shall mean (i) if shares of Common Stock are traded on a national
securities exchange (an “EXCHANGE”), the weighted average of the closing sale price of a
share of the Common Stock of the Company on the last five (5) trading days prior to the
Determination Date reported on such Exchange as reported in The Wall Street Journal
(weighted with respect to the trading volume with respect to each such day); (ii) if shares
of Common Stock are not traded on an Exchange but trade in the over-the-counter market and
such shares are quoted on the National Association of Securities Dealers Automated
Quotations System (“NASDAQ”), the weighted average of the closing sale price of a share of
the Common Stock of the Company on the last five (5) trading days prior to the Determination
Date reported on NASDAQ as reported in The Wall Street Journal (weighted with respect to the
trading volume with respect to each such day); (iii) if such shares are an issue for which
last sale prices are not reported on NASDAQ, the average of the closing sale price, in each
case on the last five (5) trading days (or if the relevant price or quotation did not exist
on any of such days, the relevant price or quotation on the next preceding business day on
which there was such a price or quotation) prior to the Determination Date as reported by
the Over the Counter Bulletin Board (the “OTCBB”), the National Quotation Bureau,
Incorporated, or any other successor organization; (iv) if no closing sales price is
reported for the Common Stock by the OTCBB, National Quotation Bureau, Incorporated or any
other successor organization for such day, the average of the high and low bid and asked
price of any of the market makers for the Common Stock as reported on the OTCBB or in the
“pink sheets” by the Pink Sheets, LLC on the last five (5) trading days; or (v) if no price
can be determined on the basis of the above methods of valuation, then the judgment of
valuation shall be determined in good faith by the Board of Directors of the Company, which
determination shall be described in a duly adopted board resolution certified by the
Company’s Secretary or Assistant Secretary. If the Board of Directors of the Company is
unable to determine any Valuation (as defined below), or if the holders of at least fifty
percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the
“REQUESTING HOLDERS”) disagree with the Board’s determination of any Valuation by written
notice delivered to the Company within five (5) business days after the determination
thereof by the Board of Directors of the Company is communicated to holders of the Warrants
affected thereby, which notice specifies a majority-in-interest of the Requesting Holders’
determination of such Valuation, then the Company and a majority-in-interest of the
Requesting Holders shall select a mutually acceptable investment banking firm of national
reputation which has not had a material relationship with the Company or any officer of the
Company within the preceding two (2) years, which shall determine such Valuation. Such
investment banking firm’s determination of such Valuation shall be final, binding and
conclusive on the Company and the holders of all of the Warrants issued hereunder and then
outstanding. Any and all costs and fees of such investment banking firm shall be borne
equally by the Company and the Requesting Holders, however, if the Valuation is within
ninety percent (90%) of either party’s valuation, then the other party shall pay all of the
costs and fees of such investment banking firm. The term “VALUATION” shall mean the
determination, to be made



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initially by the Board of Directors of the Company, of the fair market value per share of
Common Stock pursuant to clause (v) above




	7.	 	Compliance with Securities Act and Investor Rights Agreement; Disposition of Warrant or
Warrant Shares.






	 	a.	 	Compliance with Securities Act. The holder of this Warrant, by acceptance
hereof, agrees that this Warrant and the shares of Common Stock to be issued upon
exercise hereof are being acquired for investment purposes only and that such holder
will not offer, sell or otherwise dispose of this Warrant, or any shares of Common
Stock to be issued upon exercise hereof, except under circumstances which will not
result in a violation of the Securities Act. Upon exercise of this Warrant, the holder
hereof shall confirm in writing, by executing the form attached as Schedule 1
to Exhibit A hereto, that the shares of Common Stock so purchased are being
acquired for investment and not with a view toward distribution or resale. This Warrant
and all shares of Common Stock issued upon exercise of this Warrant (unless registered
under the Securities Act) shall be stamped or imprinted with a legend in substantially
the following form:






“THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE
EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN
OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE
APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS OF SECTION 7 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE
ISSUED DIRECTLY OR INDIRECTLY.”




	 	b.	 	Representations. In addition, in connection with the issuance of this Warrant,
the holder specifically represents to the Company by acceptance of this Warrant as
follows:






     (i) The holder is aware of the Company’s business affairs and financial
condition, and has acquired information about the Company sufficient to reach an
informed and knowledgeable decision to acquire this Warrant. The holder is
acquiring this Warrant for its own account for investment purposes only and not
with a view to, or for the resale in connection with, any “distribution” thereof
for purposes of the Securities Act.




     (ii) The holder understands that this Warrant and the Warrant Shares have not
been registered under the Securities Act in reliance upon a specific exemption
there from, which exemption depends upon, among other things, the bona fide nature
of the holder’s investment intent as expressed herein. In this connection, the
holder understands that, in the view of the SEC, the statutory



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basis for such exemption may be unavailable if the holder’s representation was
predicated solely upon a present intention to hold the Warrant and the Warrant
Shares for the minimum capital gains period specified under applicable tax laws,
for a deferred sale, for or until an increase or decrease in the market price of
the Warrant and the Warrant Shares, or for a period of one (1) year or any other
fixed period in the future.




     (iii) The holder further understands that this Warrant and the Warrant Shares
must be held indefinitely unless subsequently registered under the Securities Act
and any applicable state securities laws, or unless exemptions from registration
are otherwise available.




     (iv) The holder is aware of the provisions of Rule 144 and 144A, promulgated
under the Securities Act, which, in substance, permit limited public resale of
“restricted securities” acquired, directly or indirectly, from the issuer thereof
(or from an affiliate of such issuer), in a non-public offering subject to the
satisfaction of certain conditions, if applicable, including, among other things:
the availability of certain public information about the Company, the resale
occurring not less than one (1) year after the party has purchased and paid for the
securities to be sold; the sale being made through a broker in an unsolicited
“broker’s transaction” or in transactions directly with a market maker (as said
term is defined under the Securities Exchange Act of 1934, as amended) and the
amount of securities being sold during any three (3) month period not exceeding the
specified limitations stated therein.




     (v) The holder further understands that at the time it wishes to sell this
Warrant and the Warrant Shares there may be no public market upon which to make
such a sale, and that, even if such a public market then exists, the Company may
not be satisfying the current public information requirements of Rule 144 and 144A,
and that, in such event, the holder may be precluded from selling this Warrant and
the Warrant Shares under Rule 144 and 144A even if the one (1)-year minimum holding
period has been satisfied.




     (vi) The holder further understands that, in the event that all of the
requirements of Rule 144 and 144A are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration exemption
will be required; and that, notwithstanding the fact that Rule 144 and 144A are not
exclusive, the Staff of the SEC has expressed its opinion that persons proposing to
sell private placement securities other than in a registered offering and otherwise
than pursuant to Rule 144 and 144A will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or
sales, and that such persons and their respective brokers who participate in such
transactions do so at their own risk.




	 	c.	 	Exchange. This Warrant may be exchanged, without payment of any service charge,
for one (1) or more new Warrants of like tenor exercisable for the same aggregate
number of shares of Common Stock upon surrender to the Company by




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	 	 	 	the registered holder hereof in person or by legal representative or by attorney
duly authorized in writing and, upon issuance of the new Warrant or Warrants, the
surrendered Warrant shall be cancelled and disposed of by the Company.






	 	d.	 	Disposition of Warrant or Warrant Shares. With respect to any offer, sale or
other disposition of this Warrant, or any Warrant Shares acquired pursuant to the
exercise of this Warrant prior to registration of such Warrant or Warrant Shares, the
holder hereof and each subsequent holder of this Warrant agrees to give written notice
to the Company prior thereto, describing briefly the manner thereof, together with a
written opinion of such holder’s counsel, if reasonably requested by the Company, to
the effect that such offer, sale or other disposition may be effected without
registration or qualification (under the Securities Act as then in effect or any
federal or state law then in effect) of this Warrant or such Warrant Shares and
indicating whether or not under the Securities Act certificates for this Warrant or
such Warrant Shares to be sold or otherwise disposed of require any restrictive legend
as to applicable restrictions on transferability in order to ensure compliance with
applicable laws. Promptly upon receiving such written notice and reasonably
satisfactory opinion, if so requested, the Company, as promptly as practicable, shall
notify such holder that such holder may sell or otherwise dispose of this Warrant or
such Warrant Shares, all in accordance with the terms of the notice delivered to the
Company. If a determination has been made pursuant to this Section 7(e) that
the opinion of counsel for the holder is not reasonably satisfactory to the Company,
the Company shall so notify the holder promptly after such determination has been made
and neither this Warrant nor any Warrant Shares shall be sold or otherwise disposed of
until such disagreement has been resolved. The foregoing notwithstanding, this Warrant
or such Warrant Shares may (i) as to such federal laws, be offered, sold or otherwise
disposed of in accordance with Rule 144 and 144A under the Securities Act, provided
that the Company shall have been furnished with such information as the Company may
reasonably request to provide a reasonable assurance that the provisions of Rule 144
and 144A have been satisfied and (ii) be offered, sold, distributed or otherwise
transferred to Affiliates of the Holder without regard to this Section 7(e),
but only if the Company is in receipt of an opinion of counsel as to the permissibility
of such transfer under federal and state securities laws and an investor representation
letter from the transferee, in form and substance reasonably satisfactory to the
Company. Each certificate representing this Warrant or the Warrant Shares thus
transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the
applicable restrictions on transferability in order to ensure compliance with such
laws, unless, in the aforesaid opinion of counsel for the holder, such legend is not
required in order to ensure compliance with such laws. The Company may issue stop
transfer instructions to its transfer agent or, if acting as its own transfer agent,
the Company may stop transfer on its corporate books, in connection with such
restrictions. As used herein, “AFFILIATE OF THE HOLDER” shall mean (x) any owner,
shareholder, partner or member of the Holder, and (y) any other Person that directly or
indirectly, through one or more intermediaries, Controls or is Controlled by or is
under common Control with the Holder.




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	9.	 	Rights as Stockholders; Information. No holder of this Warrant, as such, shall be
entitled to vote or be deemed the holder of Common Stock or any other securities of the
Company which may at any time be issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the holder of this Warrant, as such, any
of the rights of a stockholder of the Company or any right to vote for the election of the
directors or upon any matter submitted to stockholders at any meeting thereof, or to receive
notice of meetings, until this Warrant shall have been exercised and the Warrant Shares
purchasable upon the exercise hereof shall have become deliverable, as provided herein.
	 
	10.	 	Modification and Waiver. This Warrant and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the party against
which enforcement of the same is sought






	11.	 	Notices. Unless otherwise specifically provided herein, all communications under this
Warrant shall be in writing and shall be deemed to have been duly given (i) on the date of
service if served personally on the party to whom notice is to be given; (ii) on the day of
transmission if sent by facsimile transmission to the number shown on the books of the
Company, and telephonic confirmation of receipt is obtained promptly after completion of
transmission; (iii) on the day after delivery to Federal Express or similar overnight courier;
or (iv) on the fifth day after mailing, if mailed to the party to whom notice is to be given,
by first class mail, registered or certified, postage prepaid, and properly addressed, return
receipt requested, to each such holder at its address as shown on the books of the Company or
to the Company at the address indicated therefor on the signature page of this Warrant. Any
party hereto may change its address for purposes of this Section by giving the other party
written notice of the new address in the manner set forth herein.






	12.	 	Binding Effect on Successors. This Warrant shall be binding upon any corporation
succeeding the Company by merger, consolidation or acquisition of all or substantially all of
the Company’s assets, and all of the obligations of the Company relating to the Common Stock
issuable upon the exercise or conversion of this Warrant shall survive the exercise,
conversion and termination of this Warrant and all of the covenants and agreements of the
Company shall inure to the benefit of the successors and assigns of the holder hereof. The
Company will, at the time of the exercise or conversion of this Warrant, in whole or in part,
upon request of the holder hereof but at the Company’s expense, acknowledge in writing its
continuing obligation to the holder hereof in respect of any rights to which the holder hereof
shall continue to be entitled after such exercise or conversion in accordance with this
Warrant; provided, however, that the failure of the holder hereof to make any such request
shall not affect the continuing obligation of the Company to the holder hereof in respect of
such rights.






	13.	 	Lost Warrants or Stock Certificates. The Company covenants to the holder hereof that,
upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate and, in the case of any
loss, theft or destruction, upon receipt of an executed lost securities bond or indemnity
reasonably satisfactory to the Company, or in the case of any such mutilation upon




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	 	 	surrender and cancellation of such Warrant or stock certificate, the Company will make and
deliver a new Warrant or stock certificate, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant or stock certificate.
	 
	14.	 	Descriptive Headings. The descriptive headings of the several paragraphs of this
Warrant are inserted for convenience only and do not constitute a part of this Warrant.






	15.	 	Governing Law. This Warrant shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the laws of the State of Florida.






	16.	 	Remedies. In case any one (1) or more of the covenants and agreements contained in
this Warrant shall have been breached, the holders hereof (in the case of a breach by the
Company), or the Company (in the case of a breach by a holder), may proceed to protect and
enforce their or its rights either by suit in equity and/or by action at law, including, but
not limited to, an action for damages as a result of any such breach and/or an action for
specific performance of any such covenant or agreement contained in this Warrant.






	17.	 	Acceptance. Receipt of this Warrant by the holder hereof shall constitute acceptance
of and agreement to the foregoing terms and conditions.






	18.	 	No Impairment of Rights. The Company will not, by amendment of its Certificate of
Incorporation or through any other means, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the holder of this Warrant against impairment.




IN WITNESS WHEREOF, the Company has caused this Warrant to be executed on its behalf by one of its
officers thereunto duly authorized.




BROOKSIDE TECHNOLOGY HOLDING CORP.




                                                                     



Michael Nole, Chief Executive Officer





Dated: August ___, 2007




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NOTICE TO FLORIDA RESIDENTS:



WHERE SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING CERTAIN INSTITUTIONAL PURCHASERS
DESCRIBED IN SECTION 517.061(7) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT) (THE “ACT”),
ANY SUCH SALE MADE PURSUANT TO SECTION 517.061(11) OF THE ACT SHALL BE VOIDABLE BY THE PURCHASER
EITHER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE
ISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY
OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.




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EXHIBIT A

NOTICE OF EXERCISE



To:                                         



1. The
undersigned hereby elects to purchase ____________ shares of Common Stock of pursuant to the terms of
the attached Warrant, and tenders herewith payment of the purchase price of such shares in full.



2. Please issue a certificate or certificates representing said shares in the name of the
undersigned or in such other name or names as are specified below:





                         
                                        

(Name)





                         
                                        





                         
                                        

(Address)



3. The undersigned represents that the aforesaid shares are being acquired for the account of the
undersigned for investment and not with a view to, or for resale in connection with, the
distribution thereof and that the undersigned has no present intention of distributing or reselling
such shares. In support thereof, the undersigned has executed an Investment Representation
Statement attached hereto as Schedule 1





                         
                                        

(Signature)





                         
                                        

(Date)





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