THE
      SECURITIES EVIDENCED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
      TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR,
      IN
      THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF
      THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION IS IN COMPLIANCE
      THEREWITH.

    


    


    WARRANT

    TO
      PURCHASE COMMON STOCK

    OF

    PRIDE
      BUSINESS DEVELOPMENT HOLDINGS, INC.

    


    (Void
      after ______, 2007)

    


    


    


    THIS
      CERTIFIES THAT, for value received, _______________ or registered assigns (the
      “Holder”), from and after the Commencement Date (as defined below), and subject
      to the terms and conditions herein set forth, is entitled to purchase from
      Pride
      Business Development Holdings, Inc., a Nevada corporation (the “Company”), until
      5:00 p.m. Los Angeles, California time on _________ (the “Termination Date”),
      _________ (_____) shares (the “Warrant Shares”) of the Company’s common stock,
      $.001 par value per share (the “Common Stock”), at a price per share equal to
      the Warrant Price (as defined below) upon exercise of this Warrant pursuant
      to
      Section 5 hereof. The number of Warrant Shares is subject to adjustment under
      Section 2.

    


    1. Definitions.
      As used
      in this Warrant, the following terms have the definitions ascribed to them
      below:

    


    
      	
            	(a)	
              “Business
                Day” means any day other than a Saturday, Sunday or a day on which
                commercial banks in The City of Los Angeles, California are authorized
                or
                required by law or executive order to remain
                closed.

            


    

     

    
      	
            	(b)	
              “Commencement
                Date” means ___________.

            


    

     

    
      	
            	(c)	
              “Issuance
                Date” means ______________.

            


    

     

    
      	
            	(d)	
              “Offering
                Warrants” shall have the meaning ascribed to the term in Section
                9.

            


    

     

    
      	
            	(e)	
              “Optional
                Redemption Date” means, with respect to the redemption of this Warrant
                pursuant to Section 6, the Business Day, selected by the Company
                in
                accordance with Section 6, on which this Warrant is to be
                redeemed.

            


    

     

    
      	
            	(f)	
              “Optional
                Redemption Period” means the period that commences on _________, and ends
                on _________.

            


    

    


    
      	 	
              (g)

            	
              “Optional
                Redemption Price” means $0.01.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	(h)	
              “Other
                Purchase Agreements” means the agreements other then the Purchase
                Agreements, by and between the Company and the respective initial
                holders
                of the Warrants.

            


    

    


    
      	
            	(i)	
              “Other
                Warrants” means the several Warrants to purchase Common Stock of the
                Company issued by the Company pursuant to the Other Purchase Agreements,
                or any such Warrant issued upon transfer thereof or in replacement
                of any
                such Warrant that is lost, stolen, destroyed or mutilated, as the
                same may
                be amended or supplemented in accordance with the terms hereof and
                thereof.

            


    

     

    
      	
            	(j)	
              “Person”
                means any individual, corporation, partnership, limited liability
                company,
                trust, incorporated or unincorporated association, joint venture,
                joint
                stock company, governmental authority or other entity of any kind,
                and
                shall include any successor (by merger or otherwise) of such
                entity.

            


    

     

    
      	
            	(k)	
              “Principal
                Market” means at any time OTC or such other U.S. market or exchange which
                is the principal market on which the Common Stock is then listed
                for
                trading.

            


    

     

    
      	
            	(l)	
              “Purchase
                Agreement” means that certain Subscription Agreement dated as of
                _________________ between the Company and the initial Holder of this
                Warrant.

            


    

     

    
      	
            	(n)	
              “Trading
                Day” means at any time a day on which the Principal Market is open for
                the
                general trading of securities.

            


    

     

    
      	
            	(p)	
              “Warrant
                Price” means US$1.00 per share subject to adjustment under Section
                2.

            


    

     

    2. Adjustments
      and Notices.
      The
      Warrant Price and/or the Warrant Shares shall be subject to adjustment from
      time
      to time in accordance with this Section 2. The Warrant Price and/or the Warrant
      Shares shall be adjusted to reflect all of the following events that occur
      on or
      after the Issuance Date.

    


    (a) Subdivision,
      Stock Dividends or Combinations.
      In case
      the Company shall at any time subdivide the outstanding shares of the Common
      Stock or shall issue a stock dividend with respect to the Common Stock, the
      Warrant Price in effect immediately prior to such subdivision or the issuance
      of
      such dividend shall be proportionately decreased, and the number of Warrant
      Shares for which this Warrant may be exercised immediately prior to such
      subdivision or the issuance of such dividend shall be proportionately increased.
      In case the Company shall at any time combine the outstanding shares of the
      Common Stock, the Warrant Price in effect immediately prior to such combination
      shall be proportionately increased, and the number of Warrant Shares for which
      this Warrant may be exercised immediately prior to such combination shall be
      proportionately decreased. In each of the foregoing cases, the adjustment shall
      be effective at the close of business on the date of such subdivision, dividend
      or combination, as the case may be.

     

    (b) Reclassification,
      Exchange or Substitution .
      Upon
      any reclassification, exchange, substitution or other event that results in
      a
      change of the number and/or class of the securities issuable upon exercise
      or
      conversion of this Warrant, the Holder shall be entitled to receive, upon
      exercise of this Warrant, the number and kind of securities that Holder would
      have received if this Warrant had been exercised immediately before the record
      date for such reclassification, exchange, substitution, or other event. The
      Company or its successor shall promptly issue to Holder a new warrant for such
      new securities. The new warrant shall provide for adjustments which shall be
      as
      nearly equivalent as may be practicable to the adjustments provided for in
      this
      Section 2 including, without limitation, adjustments to the Warrant Price and
      to
      the number of securities issuable upon exercise or conversion of the new
      warrant. The provisions of this Section 2(b) shall similarly apply to successive
      reclassifications, exchanges, substitutions, or other events.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    (c) Reorganization,
      Merger etc.
      In case
      of any merger or consolidation of the Company into or with another corporation
      where the Company is not the surviving corporation, or sale, transfer or lease
      (but not including a transfer or lease by pledge or mortgage to a bona fide
      lender) 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, as
      a
      condition to closing any such reorganization, merger or sale, duly execute
      and
      deliver to the Holder hereof a new warrant so that the Holder shall have the
      right to receive, at a total purchase price not to exceed that payable upon
      the
      exercise or conversion of the unexercised portion of this Warrant, and in lieu
      of the Warrant Shares theretofore issuable upon exercise or conversion of this
      Warrant, the kind and amount of shares of stock, other securities, money and
      property that would have been receivable upon such reorganization, merger or
      sale by the Holder with respect to the Warrant Shares if this Warrant had been
      exercised immediately before the consummation of such transaction. 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 2. The provisions
      of this subparagraph (c) shall similarly apply to successive transactions of
      the
      type described in this subparagraph (c).

     

    (d) Certificate
      of Adjustment.
      In each
      case of an adjustment or readjustment of the Warrant Price, the Company, at
      its
      own expense, shall compute such adjustment or readjustment in accordance with
      the provisions hereof and prepare a certificate showing such adjustment or
      readjustment, and shall mail such certificate, by first class mail, postage
      prepaid, to the Holder. The certificate shall set forth such adjustment or
      readjustment, showing in detail the facts upon which such adjustment or
      readjustment is based. No adjustment of the Warrant Price shall be required
      to
      be made unless it would result in an increase or decrease of at least one cent,
      but any adjustments not made because of this sentence shall be carried forward
      and taken into account in any subsequent adjustment otherwise required
      hereunder. 

     

    (e) No
      Impairment.
      The
      Company shall not, by amendment of its charter, by-laws or other organizational
      documents, or through a 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 under this Warrant by the Company, but shall subject
      to
      Section 10 at all times in good faith assist in carrying out all of the
      provisions of this Section 2 and in taking all such action as may be necessary
      or appropriate to protect the Holder’s rights under this Section 2 against
      impairment. 

     

    (f) Fractional
      Shares.
      No
      fractional shares shall be issuable upon exercise or conversion of the Warrant
      and the number of shares to be issued shall be rounded down to the nearest
      whole
      share. If a fractional share interest arises upon any exercise or conversion
      of
      the Warrant, the Company shall eliminate such fractional share interest by
      paying the Holder an amount computed by multiplying the fractional interest
      by
      the fair market value of a full share or rounding up to the next whole share,
      as
      it determines in its sole discretion.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    3. No
      Shareholder Rights.
      This
      Warrant, by itself, as distinguished from any shares purchased hereunder, shall
      not entitle the Holder to any of the rights of a shareholder of the
      Company.

    


    4. Reservation
      of Stock.
      The
      Company will reserve from its authorized and unissued stock a sufficient number
      of shares to provide for the issuance of the Warrant Shares upon the exercise
      of
      this Warrant. Issuance of this Warrant shall constitute full authority to the
      Company’s officers who are charged with the duty of executing stock certificates
      to execute and issue the necessary certificates for the Warrant Shares issuable
      upon the exercise of this Warrant.

    


    5. Exercise
      of Warrant.
       This
      Warrant may be exercised by the Holder hereof, in whole or in part, at any
      time
      from and after the Commencement Time and prior to the termination of this
      Warrant, at the election of the Holder hereof (with the notice of exercise
      substantially in the form attached hereto as Attachment
      1
      duly
      completed and executed), by the surrender of this Warrant at the principal
      office of the Company or transfer agent and the payment to the Company, by
      certified or bank check, or by wire transfer to an account designated by the
      Company of an amount equal to the then applicable Warrant Price multiplied
      by
      the number of Warrant Shares then being purchased. This Warrant shall be deemed
      to have been exercised immediately prior to the close of business on the date
      of
      its surrender for exercise as provided above, and the person entitled to receive
      the Warrant Shares issuable upon such exercise shall be treated for all purposes
      as the holder of such shares of record as of the close of business on such
      date.
      As promptly as practicable after such date, the Company shall issue and deliver
      to the person or persons entitled to receive the same a certificate or
      certificates for the number of full Warrant Shares issuable upon such exercise.
      

    


    6. Optional
      Redemption.
      

    


    (a) Optional
      Redemption. At any time during the Optional Redemption Period, the Company
      shall
      have the right to redeem this Warrant in whole, or during any thirty day period,
      in part, but not for less than 25% of the then outstanding Warrants, as provided
      herein by payment of the Optional Redemption Price pursuant to this
      Section 6 on the Optional Redemption Date, so long as the following
      conditions precedent are satisfied: 

    


    (i) on
      at
      least 15 Trading Days in the period of 20 consecutive Trading Days ending on
      and
      including a Trading Day that is not more than five Trading
      Days prior to the date the Company gives the Optional Redemption Notice, the
      average closing price of the Common Stock shall have been at least 185% percent
      of the Warrant Price then in effect on such Trading Day; and

    


    (ii) on
      the
      date the Optional Redemption Notice is given, the Company has funds available
      to
      pay the Optional Redemption Price on the Optional Redemption Date,

    


    (b) Procedures
      for Exercising Optional Redemption. In order to exercise its right of redemption
      under this Section 6, the Company shall give an Optional Redemption Notice
      to the Holder not less than forty calendar
      days or more than sixty calendar days prior to the Optional Redemption Date,
      stating that: 

    


    (i) the
      Company is exercising its right to redeem this Warrant in accordance with this
      Section 6;

    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (ii) the
      number of shares of Common Stock subject to this Warrant to be
      redeemed;

    


    (iii) the
      Optional Redemption Date; and

    


    (iv) that
      all
      of the conditions of this Section 6 entitling the Company to call this Warrant
      for redemption have been met. 

    


    On
      the
      Optional Redemption Date (or such later date as the Holder surrenders this
      Warrant to the Company) the Company shall pay to or upon the order of the
      Holder, the Optional Redemption Price by wire transfer or check to the
      Holder.

    


    (c) The
      Company shall not be entitled to give the Optional Redemption Notice or to
      redeem any portion of this Warrant with respect to which the Holder has given
      a
      Notice of Exercise on or prior to the date the Company gives the Optional
      Redemption Notice. Notwithstanding the giving of the Optional Redemption Notice,
      the Holder shall be entitled to exercise all or any portion of this Warrant,
      at
      any time until the Optional Redemption Date, in accordance with the terms of
      this Warrant, by giving a notice of exercise and paying the exercise price.
      On
      and after the Optional Redemption Date, the Holder shall have no further rights
      except to receive, upon surrender of this agreement the Optional Redemption
      Price. 

    


    (d) In
      order
      that the Company shall not discriminate among the Holder and the holders of
      the
      Other Warrants, the Company agrees that the redemption of this Warrants pursuant
      to this Section 6 shall be made at the same time as a redemption by the
      Company of the Other Warrants and that such redemption shall be made pro rata
      based on the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant and the Other Warrants outstanding on the date the Company gives the
      Optional Redemption Notice. In order that the Company not discriminate among
      the
      Holders and the holders of the Other Warrants, the Company agrees that it shall
      not redeem any of the other Warrants pursuant to the provisions thereof similar
      to this Section 6(c) unless the Company simultaneously redeems this Warrant
      in accordance with this Section 6(c).

    


    7. Transfer
      of Warrant.
      This
      Warrant may be transferred or assigned by the Holder hereof as a whole or in
      part, provided that the transferor provides, at the Company’s request, an
      opinion of counsel satisfactory to the Company that such transfer does not
      require registration under the Securities Act.

    


    8. Legends.
      Upon
      issuance, the certificate or certificates evidencing any Warrant Shares shall
      bear legends similar to that stated above, restricting the transfer of the
      Warrant Shares unless there is a registration or exemption pursuant to the
      United States securities laws.

    


    9. Termination.
      This
      Warrant shall terminate at 5:00 p.m. Los Angeles, California time on the
      Termination Date. 

    


    11. Miscellaneous.
      This
      Warrant shall be governed by the laws of the State of California, as such laws
      are applied to contracts to be entered into and performed entirely in California
      by California residents. Any and all disputes relating to and/or arising out
      of
      this Warrant shall be adjudicated in the Los Angeles Superior Court. The
      headings in this Warrant are for purposes of convenience and reference only,
      and
      shall not be deemed to constitute a part hereof. Neither this Warrant nor any
      term hereof may be changed or waived orally, but only by an instrument in
      writing signed by the Company and the
      Holder. All notices and other communications from the Company to the Holder
      of
      this Warrant shall be delivered personally or by facsimile transmission or
      mailed by first class mail, postage prepaid, to the address or facsimile number
      furnished to the Company in writing by the last Holder of this Warrant who
      shall
      have furnished an address or facsimile number to the Company in writing, and
      if
      mailed shall be deemed given three days after deposit in the United States
      mail.
      Upon receipt of evidence satisfactory to the Company of the ownership of and
      the
      loss, theft, destruction or mutilation of any Warrant and, in the case of any
      such loss, theft or destruction, upon receipt of indemnity or security
      satisfactory to the Company or, in the case of any such mutilation, upon
      surrender and cancellation of such Warrant, the Company will make and deliver,
      in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant
      of
      like tenor and representing the right to purchase the same aggregate number
      of
      shares of Common Stock.

     

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

     

    
      	ISSUED: __________,
              _____ 	 	 	 
	 	 	 	 
	PRIDE BUSINESS DEVELOPMENT
              HOLDINGS,
              INC. 	 	 	 
	 	 	 	 
	By:	 	 	
            
	
              
                
 

            	 	 	
            
	Name:	 	 	 
	
              
                
  

            	 	 	 
	Title: 	 	 	 
	
              
                
  

            	 	 	 
	 	 	 	 


    

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    Attachment
      1

     

     

    NOTICE
      OF
      EXERCISE

    


    TO:
       PRIDE
      BUSINESS DEVELOPMENT HOLDINGS, INC.

    


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

            


    

    


    
      	2.	
              The
                undersigned confirms the disclosures made about itself and its affiliates
                in the investor questionnaire provided to the company at the time
                of the
                purchase of the Warrants, and notes below any exceptions thereto.
                It is
                understood by the holder of the Warrant that it will not be able
                to
                exercise the Warrant unless the Company is satisfied that the holder
                is
                entitled to receive the Warrant Shares pursuant to an exemption from
                registration under the United States Federal and state securities
                laws.

            


      	 	 


      	 	 


      	 	 


    

    


    


    
      	2.	
              Please
                issue a certificate or certificates representing said Warrant Shares
                in
                the name of the undersigned or in such other name as is specified
                below:

            


    

    


    ______________________________

    (Name
      in
      which certificate(s) are to be issued)

    


    _______________________________

    (Address)

    


    


    


    


    ________________________________

    (Name
      of
      Warrant Holder)

    


    By:_____________________________

    


    Title:____________________________

    


    Date
      signed: ______________________

    


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    Attachment
      2

     

    


    PRIDE
      BUSINESS DEVELOPMENT HOLDINGS, INC.

     

    OPTIONAL
      REDEMPTION NOTICE

     

    


     

    TO:  

    (Name
      of
      Holder)

     

    1. Pursuant
      to the terms of the Warrant to purchase Common Stock (the “Warrant”), Pride
      Business Development Holdings, Inc., a Nevada corporation (the “Company”), the
      Company hereby notifies the above-named Holder that the Company is exercising
      its right to redeem the Warrant in accordance with Section 6 of the Warrant
      as
      set forth below:

    


    (i) The
      number of shares of Common Stock of the Company issuable pursuant to the Warrant
      to be redeemed is _________.

    


    (ii) The
      aggregate Optional Redemption Price is _________ ($.01 x ___ - number of
      warrants being redeemed).

    


    (iii) The
      Optional Redemption Date is                        .

    


    2. All
      of
      the conditions of Section 6 of the Warrant for this redemption have been
      satisfied.

    


    3. Capitalized
      terms used herein and not otherwise defined herein have the respective meanings
      provided in the Warrant.

    
       

      
        	 	 	 	 
	PRIDE BUSINESS DEVELOPMENT
                HOLDINGS,
                INC. 	 	 	 
	 	 	 	 
	By:	 	 	
              
	
                
                  
 

              	 	 	
              
	Title: 	 	 	 
	
                
                  
  

              	 	 	 
	DATE: 	 	 	 
	
                
                  
  

              	 	 	 


      

       

       

      
        
          
          

        

        
          -8-