THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED









EXHIBIT 4.11




 




THE

SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED. 

THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR

OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH

SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF

COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS

NOT REQUIRED UNDER APPLICABLE SECURITIES LAWS.




 




	

  2,000,000

  Shares of Common Stock


  	

  Warrant

  No.      


  





 




WARRANT




To Purchase Common Stock of




EPICEDGE, INC.




 




1.             Grant of Warrant.  THIS IS TO CERTIFY THAT Carl R. Rose, or his

successors and assigns (“Holder”), is entitled to exercise this Warrant

to purchase from EpicEdge, Inc., a Texas corporation (“Company”), Two

Million (2,000,000) shares of common stock, par value $.01 per share (the “Common

Stock”), of the Company, all on the terms and conditions and pursuant to

the provisions hereinafter set forth. 

The Company acknowledges that the payment by Holder is fair and full

consideration for the rights granted to Holder hereunder, since the Company

acknowledges that, due to restrictions on the exercisability of this Warrant

and other restrictions on the rights of Holder contained herein and in the Agreement,

the value of this Warrant is contingent, speculative and uncertain.




 




2.             Exercise Price.  The exercise price per share of Common Stock

shall be $0.01 (the “Exercise Price




 




3.             Exercise.




 




(a)           This Warrant may be

exercised at any time or from time to time on or after the date of issuance

hereof; provided, however, that this Warrant shall be void and

all rights represented hereby shall cease unless exercised in full on the fifth

anniversary of the original issuance of this Warrant (the “Expiration Date”),

unless otherwise extended pursuant to the terms of the Agreement.




 




(b)           In order to exercise

this Warrant, in whole or in part, the Holder hereof shall deliver to the

Company at its principal office at 3200 Wildcrest Drive, Suite 370, Houston,

Texas 77042, or at such other office as shall be designated by the Company

pursuant to the Agreement:




 




(i)           written

notice of Holder’s election to exercise this Warrant, which notice shall

specify the number of shares of Common Stock to be purchased pursuant to such

exercise;




 




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(ii)          either

(A) cash or bank check payable to the order of the Company, or (B) notice that

the Exercise Price is satisfied by reduction of the number of shares to be

received by Holder upon exercise of this Warrant as provided in Section 4

below, with the amount of such reduction specified in such notice; in each case

such cash or reduction of shares to be in an amount equal to the aggregate

purchase price for all shares of Common Stock to be purchased pursuant to such

exercise; and




 




(iii)        this Warrant,

properly endorsed.




 




(c)           Upon receipt

thereof, the Company shall, as promptly as practicable, and in any event within

ten (10) days thereafter, execute or cause to be executed and deliver or cause

to be delivered to such Holder a certificate or certificates representing the

aggregate number of full shares of Common Stock issuable upon such

exercise.  The stock certificate or

certificates so delivered shall be registered in the name of such Holder, or,

subject to the restrictions set forth in the Agreement, such other name as

shall be designated in said notice.




 




(d)           This Warrant shall

be deemed to have been exercised and such certificate or certificates shall be

deemed to have been issued, and such Holder or any other person so designated

to be named therein shall be deemed to have become a Holder of record of such

shares for all purposes, as of the date that said notice, together with said

payment (or notice of intent to use the cashless exercise option as provided in

Section 4 below) and this Warrant, is received by the Company as

aforesaid.  The Holder of this Warrant

shall not, by virtue of its ownership of this Warrant, be entitled to any

rights of a shareholder in the Company, either at law or in equity; provided,

however, such Holder shall, for all purposes, be deemed to have become

the Holder of record of such shares on the date on which this Warrant is

surrendered to the Company in the immediately preceding sentence.  If the exercise is for less than all of the

shares of Common Stock issuable as provided in the Warrant, the Company will

issue a new Warrant of like tenor and date for the balance of such shares

issuable hereunder to Holder.  The

rights of the Holder of this Warrant, by its acceptance hereof, consents to and

agrees to be bound by and to comply with all of the provisions of this Warrant

and the Agreement.




 




4.             “Cashless”

Exercise.  At the option of the

Holder, the Holder may exercise this Warrant, without a cash payment of the Exercise

Price, by designating that the number of the shares of Common Stock issuable to

Holder upon such exercise shall be reduced by the number of shares having a

fair market value (as determined in the reasonable business judgment of the

Board of Directors of the Company) equal to the amount of the total exercise

price for such exercise.  In such

instance, no cash or other consideration will be paid by Holder in connection

with such exercise other than the surrender of the Warrant itself, and no

commission or other remuneration will be paid or given by Holder or the Company

in connection with such exercise.




 




5.             Taxes.  The issuance of any capital stock or other

certificate upon the exercise of this Warrant shall be made without charge to

the registered Holder hereof, or for any tax in respect of the issuance of such

certificate.




 




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6.             Transfer.  This Warrant and all options and rights

hereunder are transferable, as to all or any part of the number of shares of

Common Stock purchasable upon its exercise, by the Holder hereof in person or

by duly authorized attorney on the books of the Company upon surrender of this

Warrant at the principal offices of the Company, together with the form of

transfer authorization attached hereto duly executed.  The Company shall deem and treat the registered Holder of this

Warrant at any time as the absolute owner hereof for all purposes and shall not

be affected by any notice to the contrary. 

If this Warrant is transferred in part, the Company shall at the time of

surrender of this Warrant, issue to the transferee a Warrant covering the

number of shares of Common Stock transferred and to the transferor a Warrant

covering the number of shares of Common Stock not transferred.




 




7.             Cash in Lieu of

Fractional Shares.  The Company

shall not be required to issue fractional shares upon the exercise of this

Warrant.  If the Holder of this Warrant

would be entitled, upon the exercise of any rights evidenced hereby, to receive

a fractional interest in a share, the Company shall pay the Holder cash for

such fractional share in lieu thereof.




 




8.             Registration

Rights.  The Common Stock into which

this Warrant is exercisable is subject to registration rights as provided in

that certain Convertible Note, of even date herewith, issued by the Company in

favor of the Holder.




 




9.             Applicable Law.  THIS

WARRANT SHALL BE INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN

ACCORDANCE WITH THE LAWS OF THE UNITED STATES APPLICABLE THERETO AND THE INTERNAL

LAWS OF THE STATE OF TEXAS (WITHOUT GIVING EFFECT TO THE CHOICE OF LAW

PROVISIONS THEREOF).




 




10.           Successors and

Assigns.  This Warrant and the

rights evidenced hereby shall inure to the benefit of and be binding upon the

successors and assigns of the Holder hereof and, shall be enforceable by any

such Holder.




 




11.           Headings.  Headings of the paragraphs in this Warrant

are for convenience and reference only and shall not, for any purpose, be

deemed a part of this Warrant.




 




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IN WITNESS

WHEREOF, the Company has caused this Warrant to be duly executed and issued.




 




DATED as of

December 1, 2000.




 




	

   


  	

  EPICEDGE, INC.


  
	

   


  	

   


  
	

   


  	

  By: 


  	

  /s/ Paul

  Ruiz


  	

   


  
	

   


  	

   


  
	

   


  	

  Name: 


  	

  Paul Ruiz


  	

   


  
	

   


  	

   


  
	

   


  	

  Title: 


  	

  Chief

  Financial Officer


  	

   


  
						





 




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