Exhibit 4.2

                                                                       EXHIBIT C

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.  THIS  SECURITY  AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN  ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                             SECURED SERVICES, INC.

                  THIS COMMON STOCK PURCHASE  WARRANT (the "WARRANT")  certifies
that, for value received,  _____________ (the "HOLDER"),  is entitled,  upon the
terms and subject to the limitations on exercise and the conditions  hereinafter
set forth, at any time on or after the date hereof (the "INITIAL EXERCISE DATE")
and on or prior to the close of  business  on the four year  anniversary  of the
Initial Exercise Date (the "TERMINATION DATE") but not thereafter,  to subscribe
for and  purchase  from Secured  Services,  Inc.,  a Delaware  corporation  (the
"COMPANY"),  up to ______  shares (the "WARRANT  SHARES") of Common  Stock,  par
value $.0001 per share, of the Company (the "COMMON STOCK").  The purchase price
of one share of Common Stock under this  Warrant  shall be equal to the Exercise
Price, as defined in Section 2(b).

            SECTION 1.  DEFINITIONS.  Capitalized  terms used and not  otherwise
defined  herein shall have the  meanings  set forth in that  certain  Securities
Purchase Agreement (the "PURCHASE  AGREEMENT"),  dated February ___, 2006, among
the Company and the purchasers signatory thereto.

            SECTION 2.  EXERCISE.

                        a)          EXERCISE   OF   WARRANT.   Exercise  of  the
            purchase rights represented by this Warrant may be made, in whole or
            in part, at any time or times on or after the Initial  Exercise Date
            and on or before the Termination  Date by delivery to the Company of
            a duly  executed  facsimile  copy of the  Notice  of  Exercise  Form
            annexed  hereto (or such other office or agency of the Company as it
            may designate by notice in writing to the

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            registered  Holder at the  address of such Holder  appearing  on the
            books of the Company);  and,  within 3 Trading Days of the date said
            Notice of Exercise is delivered to the  Company,  the Company  shall
            have received payment of the aggregate  Exercise Price of the shares
            thereby  purchased by wire  transfer or  cashier's  check drawn on a
            United States bank. Notwithstanding anything herein to the contrary,
            the  Holder  shall not be  required  to  physically  surrender  this
            Warrant to the  Company  until the Holder has  purchased  all of the
            Warrant  Shares  available   hereunder  and  the  Warrant  has  been
            exercised in full, in which case,  the Holder shall  surrender  this
            Warrant to the Company for cancellation within 3 Trading Days of the
            date the final  Notice of  Exercise  is  delivered  to the  Company.
            Partial  exercises  of this  Warrant  resulting  in  purchases  of a
            portion of the total number of Warrant  Shares  available  hereunder
            shall have the effect of lowering the outstanding  number of Warrant
            Shares  purchasable  hereunder in an amount equal to the  applicable
            number of Warrant Shares purchased. The Holder and the Company shall
            maintain  records showing the number of Warrant Shares purchased and
            the date of such purchases.  The Company shall deliver any objection
            to any Notice of Exercise  Form within 1 Business  Day of receipt of
            such notice. In the event of any dispute or discrepancy, the records
            of the Holder shall be controlling and  determinative in the absence
            of manifest  error.  The Holder and any  assignee,  by acceptance of
            this  Warrant,   acknowledge  and  agree  that,  by  reason  of  the
            provisions of this paragraph, following the purchase of a portion of
            the Warrant Shares hereunder, the number of Warrant Shares available
            for purchase hereunder at any given time may be less than the amount
            stated on the face hereof.

                        b)          EXERCISE PRICE. The exercise price per share
            of the Common  Stock under this Warrant  shall be $0.17,  subject to
            adjustment hereunder (the "EXERCISE PRICE").

                        c)          CASHLESS EXERCISE.  If at any time after one
            year from the date of issuance of this Warrant there is no effective
            Registration  Statement   registering,   or  no  current  prospectus
            available for, the resale of the Warrant Shares by the Holder,  then
            this  Warrant  may  also be  exercised  at such  time 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 on the Trading Day 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.

                        Notwithstanding anything herein to the contrary,  on the
            Termination Date, this Warrant shall be automatically  exercised via
            cashless exercise pursuant to this Section 2(c).

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                        d)          EXERCISE LIMITATIONS.

                                                i.          The  Company   shall
                                    not effect any exercise of this Warrant, and
                                    a  Holder   shall  not  have  the  right  to
                                    exercise   any  portion  of  this   Warrant,
                                    pursuant to Section  2(c) or  otherwise,  to
                                    the extent that after giving  effect to such
                                    issuance  after exercise as set forth on the
                                    applicable  Notice of Exercise,  such Holder
                                    (together with such Holder's Affiliates, and
                                    any other person or entity acting as a group
                                    together  with  such  Holder  or any of such
                                    Holder's  Affiliates),  as set  forth on the
                                    applicable   Notice   of   Exercise,   would
                                    beneficially own in excess of the Beneficial
                                    Ownership Limitation (as defined below). For
                                    purposes  of  the  foregoing  sentence,  the
                                    number   of    shares   of   Common    Stock
                                    beneficially  owned by such  Holder  and its
                                    Affiliates   shall  include  the  number  of
                                    shares  of  Common   Stock   issuable   upon
                                    exercise  of this  Warrant  with  respect to
                                    which such  determination is being made, but
                                    shall exclude the number of shares of Common
                                    Stock  which  would  be  issuable  upon  (A)
                                    exercise  of  the  remaining,   nonexercised
                                    portion of this Warrant  beneficially  owned
                                    by such Holder or any of its  Affiliates and
                                    (B)   exercise   or    conversion   of   the
                                    unexercised or  nonconverted  portion of any
                                    other securities of the Company  (including,
                                    without limitation,  any other Debentures or
                                    Warrants)   subject  to  a   limitation   on
                                    conversion  or  exercise  analogous  to  the
                                    limitation   contained  herein  beneficially
                                    owned   by  such   Holder   or  any  of  its
                                    affiliates.  Except  as  set  forth  in  the
                                    preceding  sentence,  for  purposes  of this
                                    Section 2(d)(i),  beneficial ownership shall
                                    be  calculated  in  accordance  with Section
                                    13(d) of the  Exchange Act and the rules and
                                    regulations promulgated thereunder, it being
                                    acknowledged by a Holder that the Company is
                                    not  representing  to such  Holder that such
                                    calculation  is in  compliance  with Section
                                    13(d) of the Exchange Act and such Holder is
                                    solely   responsible   for   any   schedules
                                    required   to   be   filed   in   accordance
                                    therewith. To the extent that the limitation
                                    contained in this Section 2(d) applies,  the
                                    determination  of  whether  this  Warrant is
                                    exercisable (in relation to other securities
                                    owned  by  such  Holder  together  with  any
                                    Affiliates)  and of which a portion  of this
                                    Warrant is exercisable  shall be in the sole
                                    discretion of a Holder,  and the  submission
                                    of a Notice of  Exercise  shall be deemed to
                                    be each  Holder's  determination  of whether
                                    this Warrant is exercisable  (in relation to
                                    other   securities   owned  by  such  Holder
                                    together with any  Affiliates)  and of which
                                    portion of this Warrant is  exercisable,  in
                                    each   case   subject   to  such   aggregate
                                    percentage limitation, and the Company shall
                                    have no  obligation to verify or confirm the
                                    accuracy of such determination. In addition,
                                    a  determination  as to any group  status as
                                    contemplated  above shall be  determined  in
                                    accordance   with   Section   13(d)  of  the
                                    Exchange  Act and the rules and  regulations
                                    promulgated thereunder. For purposes of this
                                    Section 2(d), in  determining  the number of
                                    outstanding shares of Common Stock, a Holder
                                    may rely on the number of outstanding shares
                                    of  Common  Stock  as  reflected  in (x) the
                                    Company's  most  recent  Form 10-QSB or Form
                                    10-KSB,  as  the  case  may  be,  (y) a more
                                    recent public announcement by the Company or
                                    (z) any other  notice by the  Company or the
                                    Company's Transfer Agent setting

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                                    forth the  number of shares of Common  Stock
                                    outstanding.   Upon  the   written  or  oral
                                    request  of  a  Holder,  the  Company  shall
                                    within two Trading Days  confirm  orally and
                                    in  writing  to such  Holder  the  number of
                                    shares of Common Stock then outstanding.  In
                                    any case, the number of  outstanding  shares
                                    of Common  Stock shall be  determined  after
                                    giving effect to the  conversion or exercise
                                    of securities of the Company, including this
                                    Warrant,  by such  Holder or its  Affiliates
                                    since  the date as of which  such  number of
                                    outstanding   shares  of  Common  Stock  was
                                    reported.    The    "Beneficial    Ownership
                                    Limitation"  shall be 4.99% of the number of
                                    shares  of  the  Common  Stock   outstanding
                                    immediately   after  giving  effect  to  the
                                    issuance of shares of Common Stock  issuable
                                    upon   exercise   of   this   Warrant.   The
                                    Beneficial Ownership  Limitation  provisions
                                    of this  Section  2(d)(i)  may be  waived by
                                    such Holder, at the election of such Holder,
                                    upon not less than 61 days' prior  notice to
                                    the   Company  to  change   the   Beneficial
                                    Ownership  Limitation to 9.99% of the number
                                    of shares of the  Common  Stock  outstanding
                                    immediately   after  giving  effect  to  the
                                    issuance  of  shares of  Common  Stock  upon
                                    exercise of this Warrant, and the provisions
                                    of  this  Section  2(d)  shall  continue  to
                                    apply. Upon such a change by a Holder of the
                                    Beneficial  Ownership  Limitation  from such
                                    4.99%  limitation to such 9.99%  limitation,
                                    the Beneficial  Ownership Limitation may not
                                    be  further  waived  by  such  Holder.   The
                                    provisions  of  this   paragraph   shall  be
                                    construed  and   implemented   in  a  manner
                                    otherwise than in strict conformity with the
                                    terms of this  Section  2(d)(i)  to  correct
                                    this paragraph (or any portion hereof) which
                                    may be  defective or  inconsistent  with the
                                    intended  Beneficial   Ownership  Limitation
                                    herein  contained  or  to  make  changes  or
                                    supplements   necessary   or   desirable  to
                                    properly give effect to such limitation. The
                                    limitations   contained  in  this  paragraph
                                    shall  apply to a  successor  holder of this
                                    Warrant.

                                                ii.         Unless  the  Company
                                    has obtained Authorized Share Approval,  the
                                    Company may not issue upon  exercise of this
                                    Warrant a number  of shares of Common  Stock
                                    which,  when  aggregated  with any shares of
                                    Common   Stock   issued   (A)   upon   prior
                                    conversion of any Debentures issued pursuant
                                    to the Purchase Agreement and (B) upon prior
                                    exercise of any Warrants  issued pursuant to
                                    the   Purchase    Agreement   would   exceed
                                    1,000,000  shares of Common Stock ("ISSUABLE
                                    MAXIMUM").  If on any attempted  exercise of
                                    this Warrant, the issuance of Warrant Shares
                                    would  exceed the  Issuable  Maximum and the
                                    Company's  shareholders  have not previously
                                    voted in favor of Authorized Share Approval,
                                    then the  Company  shall issue to the Holder
                                    request a Warrant  exercise  such  number of
                                    Warrant  Shares as may be  issued  below the
                                    Issuable  Maximum  and,  with respect to the
                                    remainder of the aggregate number of Warrant
                                    Shares,    this   Warrant   shall   not   be
                                    exercisable   until  and  unless  Authorized
                                    Share Approval has been obtained.

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                        e)          MECHANICS OF EXERCISE.

                                                i.          AUTHORIZATION     OF
                                    WARRANT SHARES.  The Company  covenants that
                                    all Warrant  Shares which may be issued upon
                                    the   exercise   of  the   purchase   rights
                                    represented  by  this  Warrant  will,   upon
                                    exercise of the purchase rights  represented
                                    by this Warrant, be duly authorized, validly
                                    issued,  fully  paid and  nonassessable  and
                                    free  from  all  taxes,  liens  and  charges
                                    created  by the  Company  in  respect of the
                                    issue  thereof  (other than taxes in respect
                                    of any transfer occurring  contemporaneously
                                    with such issue).

                                                ii.         DELIVERY          OF
                                    CERTIFICATES UPON EXERCISE. Certificates for
                                    shares   purchased    hereunder   shall   be
                                    transmitted  by the  transfer  agent  of the
                                    Company  to  the  Holder  by  crediting  the
                                    account of the  Holder's  prime  broker with
                                    the  Depository  Trust  Company  through its
                                    Deposit Withdrawal Agent Commission ("DWAC")
                                    system if the  Company is a  participant  in
                                    such  system,   and  otherwise  by  physical
                                    delivery  to the  address  specified  by the
                                    Holder in the  Notice of  Exercise  within 3
                                    Trading   Days  from  the  delivery  to  the
                                    Company  of the  Notice  of  Exercise  Form,
                                    surrender of this Warrant (if  required) and
                                    payment of the aggregate  Exercise  Price as
                                    set forth  above  ("WARRANT  SHARE  DELIVERY
                                    DATE"). This Warrant shall be deemed to have
                                    been  exercised  on the  date  the  Exercise
                                    Price  is  received  by  the  Company.   The
                                    Warrant  Shares shall be deemed to have been
                                    issued,  and  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
                                    the Warrant has been exercised by payment to
                                    the  Company  of the  Exercise  Price (or by
                                    cashless  exercise,  if  permitted)  and all
                                    taxes required to be paid by the Holder,  if
                                    any,  pursuant to Section 2(e)(vii) prior to
                                    the issuance of such shares, have been paid.

                                                iii.        DELIVERY    OF   NEW
                                    WARRANTS  UPON  EXERCISE.  If  this  Warrant
                                    shall  have  been  exercised  in  part,  the
                                    Company  shall,  at the  request of a Holder
                                    and   upon   surrender   of   this   Warrant
                                    certificate,  at the time of delivery of the
                                    certificate  or  certificates   representing
                                    Warrant  Shares,  deliver  to  Holder  a new
                                    Warrant  evidencing  the rights of Holder to
                                    purchase  the  unpurchased   Warrant  Shares
                                    called  for  by  this  Warrant,   which  new
                                    Warrant  shall  in  all  other  respects  be
                                    identical with this Warrant.

                                                iv.         RESCISSION   RIGHTS.
                                    If the Company  fails to cause its  transfer
                                    agent   to   transmit   to  the   Holder   a
                                    certificate or certificates representing the
                                    Warrant  Shares  pursuant  to  this  Section
                                    2(e)(iv) by the Warrant Share Delivery Date,
                                    then  the  Holder  will  have  the  right to
                                    rescind such exercise.

                                                v.          COMPENSATION     FOR
                                    BUY-IN  ON   FAILURE   TO   TIMELY   DELIVER
                                    CERTIFICATES  UPON EXERCISE.  In addition to
                                    any other rights available to the Holder, if
                                    the  Company  fails  to cause  its  transfer
                                    agent   to   transmit   to  the   Holder   a
                                    certificate or certificates representing the
                                    Warrant Shares pursuant to an exercise on or
                                    before the Warrant Share Delivery Date, and

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<PAGE>

                                    if after such date the Holder is required by
                                    its broker to  purchase  (in an open  market
                                    transaction  or otherwise)  shares of Common
                                    Stock to deliver in  satisfaction  of a sale
                                    by the Holder of the  Warrant  Shares  which
                                    the Holder  anticipated  receiving upon such
                                    exercise  (a  "BUY-IN"),  then  the  Company
                                    shall  (1)  pay in cash  to the  Holder  the
                                    amount  by  which  (x)  the  Holder's  total
                                    purchase    price    (including    brokerage
                                    commissions,  if  any)  for  the  shares  of
                                    Common  Stock so  purchased  exceeds (y) the
                                    amount   obtained  by  multiplying  (A)  the
                                    number of Warrant  Shares  that the  Company
                                    was  required  to  deliver  to the Holder in
                                    connection  with the exercise at issue times
                                    (B) the price at which the sell order giving
                                    rise  to  such   purchase   obligation   was
                                    executed,  and  (2)  at  the  option  of the
                                    Holder,  either reinstate the portion of the
                                    Warrant  and  equivalent  number of  Warrant
                                    Shares  for  which  such  exercise  was  not
                                    honored  or deliver to the Holder the number
                                    of shares of Common  Stock  that  would have
                                    been issued had the Company timely  complied
                                    with its exercise  and delivery  obligations
                                    hereunder.   For  example,   if  the  Holder
                                    purchases   Common   Stock  having  a  total
                                    purchase  price of $11,000 to cover a Buy-In
                                    with  respect to an  attempted  exercise  of
                                    shares of  Common  Stock  with an  aggregate
                                    sale  price  giving  rise to  such  purchase
                                    obligation  of $10,000,  under clause (1) of
                                    the  immediately   preceding   sentence  the
                                    Company  shall be required to pay the Holder
                                    $1,000. The Holder shall provide the Company
                                    written   notice   indicating   the  amounts
                                    payable  to the  Holder  in  respect  of the
                                    Buy-In  and,  upon  request of the  Company,
                                    evidence of the amount of such loss. Nothing
                                    herein  shall  limit  a  Holder's  right  to
                                    pursue any other  remedies  available  to it
                                    hereunder,  at law or in  equity  including,
                                    without  limitation,  a decree  of  specific
                                    performance  and/or  injunctive  relief with
                                    respect to the  Company's  failure to timely
                                    deliver certificates  representing shares of
                                    Common Stock upon exercise of the Warrant as
                                    required pursuant to the terms hereof.

                                                vi.         NO FRACTIONAL SHARES
                                    OR  SCRIP.  No  fractional  shares  or scrip
                                    representing   fractional  shares  shall  be
                                    issued upon the exercise of this Warrant. As
                                    to any  fraction  of a  share  which  Holder
                                    would otherwise be entitled to purchase upon
                                    such  exercise,  the  Company  shall  at its
                                    election,  either pay a cash  adjustment  in
                                    respect of such final  fraction in an amount
                                    equal  to such  fraction  multiplied  by the
                                    Exercise Price or round up to the next whole
                                    share.

                                                vii.        CHARGES,  TAXES  AND
                                    EXPENSES.   Issuance  of  certificates   for
                                    Warrant  Shares shall be made without charge
                                    to the Holder for any issue or transfer  tax
                                    or other  incidental  expense  in respect of
                                    the  issuance  of such  certificate,  all of
                                    which  taxes and  expenses  shall be paid by
                                    the Company,  and such certificates shall be
                                    issued in the name of the  Holder or in such
                                    name  or  names  as may be  directed  by the
                                    Holder; PROVIDED, HOWEVER, that in the event
                                    certificates  for  Warrant  Shares are to be
                                    issued in a name  other than the name of the
                                    Holder,  this Warrant when  surrendered  for
                                    exercise   shall  be   accompanied   by  the
                                    Assignment Form

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<PAGE>

                                    attached hereto duly executed by the Holder;
                                    and the Company may require,  as a condition
                                    thereto,  the payment of a sum sufficient to
                                    reimburse it for any transfer tax incidental
                                    thereto.

                                                viii.       CLOSING   OF  BOOKS.
                                    The Company  will not close its  stockholder
                                    books  or  records   in  any  manner   which
                                    prevents   the  timely   exercise   of  this
                                    Warrant, pursuant to the terms hereof.

            SECTION 3.  CERTAIN ADJUSTMENTS.

                        a)          STOCK DIVIDENDS AND SPLITS.  If the Company,
            at any time while  this  Warrant  is  outstanding:  (A) pays a stock
            dividend or otherwise make a distribution or distributions on shares
            of its  Common  Stock  or any  other  equity  or  equity  equivalent
            securities  payable in shares of Common Stock (which,  for avoidance
            of doubt, shall not include any shares of Common Stock issued by the
            Company upon exercise of this Warrant),  (B) subdivides  outstanding
            shares of Common Stock into a larger number of shares,  (C) combines
            (including  by way of reverse  stock  split)  outstanding  shares of
            Common  Stock  into a smaller  number of  shares,  or (D)  issues by
            reclassification of shares of the Common Stock any shares of capital
            stock of the Company,  then in each case the Exercise Price shall be
            multiplied by a fraction of which the numerator  shall be the number
            of  shares of  Common  Stock  (excluding  treasury  shares,  if any)
            outstanding   immediately   before  such  event  and  of  which  the
            denominator   shall  be  the  number  of  shares  of  Common   Stock
            outstanding  immediately  after  such event and the number of shares
            issuable  upon  exercise of this  Warrant  shall be  proportionately
            adjusted.  Any  adjustment  made pursuant to this Section 3(a) shall
            become  effective   immediately   after  the  record  date  for  the
            determination  of stockholders  entitled to receive such dividend or
            distribution  and  shall  become  effective  immediately  after  the
            effective  date  in  the  case  of  a  subdivision,  combination  or
            re-classification.

                        b)          SUBSEQUENT  EQUITY SALES.  If the Company or
            any  Subsidiary  thereof,  as  applicable,  at any time  while  this
            Warrant is  outstanding,  shall sell or grant any option to purchase
            or sell or grant any right to reprice its  securities,  or otherwise
            dispose  of or issue (or  announce  any  offer,  sale,  grant or any
            option to purchase or other  disposition) any Common Stock or Common
            Stock  Equivalents  entitling any Person to acquire shares of Common
            Stock,  at an effective  price per share less than the then Exercise
            Price (such lower price,  the "BASE SHARE PRICE" and such  issuances
            collectively,  a "DILUTIVE  ISSUANCE")  (if the holder of the Common
            Stock or  Common  Stock  Equivalents  so  issued  shall at any time,
            whether  by  operation   of  purchase   price   adjustments,   reset
            provisions,  floating  conversion,  exercise or  exchange  prices or
            otherwise, or due to warrants, options or rights per share which are
            issued in  connection  with such  issuance,  be  entitled to receive
            shares of Common Stock at an effective price per share which is less
            than the  Exercise  Price,  such  issuance  shall be  deemed to have
            occurred  for less  than  the  Exercise  Price  on such  date of the
            Dilutive  Issuance),  then the  Exercise  Price shall be reduced and
            only reduced to equal the Base Share Price and the number of Warrant
            Shares issuable hereunder shall be increased such that the aggregate
            Exercise  Price  payable  hereunder,  after  taking into account the
            decrease  in the  Exercise  Price,  shall be equal to the  aggregate
            Exercise Price prior to such  adjustment.  Such adjustment  shall be
            made

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<PAGE>

            whenever such Common Stock or Common Stock  Equivalents  are issued.
            Notwithstanding the foregoing, no adjustments shall be made, paid or
            issued under this Section 3(b) in respect of an Exempt Issuance. The
            Company  shall  notify  the  Holder in  writing,  no later  than the
            Trading Day  following  the  issuance of any Common  Stock or Common
            Stock Equivalents  subject to this section,  indicating  therein the
            applicable  issuance  price,  or  applicable  reset price,  exchange
            price,  conversion  price and other  pricing  terms (such notice the
            "DILUTIVE ISSUANCE NOTICE"). For purposes of clarification,  whether
            or not the Company  provides a Dilutive  Issuance Notice pursuant to
            this Section 3(b),  upon the  occurrence  of any Dilutive  Issuance,
            after the date of such  Dilutive  Issuance the Holder is entitled to
            receive a number of Warrant  Shares  based upon the Base Share Price
            regardless of whether the Holder accurately refers to the Base Share
            Price in the Notice of Exercise.

                        c)          SUBSEQUENT RIGHTS OFFERINGS. If the Company,
            at any time while the Warrant is  outstanding,  shall issue  rights,
            options  or  warrants  to all  holders  of Common  Stock (and not to
            Holders)  entitling  them to  subscribe  for or  purchase  shares of
            Common  Stock at a price per share  less than the VWAP at the record
            date mentioned below, then the Exercise Price shall be multiplied by
            a fraction,  of which the denominator  shall be the number of shares
            of the Common  Stock  outstanding  on the date of  issuance  of such
            rights or warrants  plus the number of  additional  shares of Common
            Stock  offered  for  subscription  or  purchase,  and of  which  the
            numerator  shall  be  the  number  of  shares  of the  Common  Stock
            outstanding  on the date of issuance of such rights or warrants plus
            the number of shares which the aggregate offering price of the total
            number of shares so offered (assuming receipt by the Company in full
            of all consideration  payable upon exercise of such rights,  options
            or warrants) would purchase at such VWAP.  Such adjustment  shall be
            made whenever  such rights or warrants are issued,  and shall become
            effective immediately after the record date for the determination of
            stockholders entitled to receive such rights, options or warrants.

                        d)          PRO RATA  DISTRIBUTIONS.  If the Company, at
            any time prior to the  Termination  Date,  shall  distribute  to all
            holders  of  Common  Stock  (and  not to  Holders  of the  Warrants)
            evidences of its  indebtedness  or assets  (including  cash and cash
            dividends)  or rights or warrants to  subscribe  for or purchase any
            security  other than the  Common  Stock  (which  shall be subject to
            Section  3(b)),  then in each such case the Exercise  Price shall be
            adjusted by  multiplying  the Exercise  Price in effect  immediately
            prior to the record  date fixed for  determination  of  stockholders
            entitled  to receive  such  distribution  by a fraction of which the
            denominator  shall  be the VWAP  determined  as of the  record  date
            mentioned  above,  and of which the numerator  shall be such VWAP on
            such record  date less the then per share fair market  value at such
            record   date  of  the   portion  of  such  assets  or  evidence  of
            indebtedness so distributed  applicable to one outstanding  share of
            the Common  Stock as  determined  by the Board of  Directors in good
            faith.  In  either  case the  adjustments  shall be  described  in a
            statement  provided  to the  Holder  of the  portion  of  assets  or
            evidences of indebtedness so distributed or such subscription rights
            applicable to one share of Common Stock.  Such  adjustment  shall be
            made  whenever  any  such  distribution  is made  and  shall  become
            effective immediately after the record date mentioned above.

                                       8
<PAGE>

                        e)          FUNDAMENTAL  TRANSACTION.  If,  at any  time
            while this  Warrant is  outstanding,  (A) the  Company  effects  any
            merger or  consolidation of the Company with or into another Person,
            (B) the Company effects any sale of all or substantially  all of its
            assets in one or a series of  related  transactions,  (C) any tender
            offer or exchange offer  (whether by the Company or another  Person)
            is completed pursuant to which holders of Common Stock are permitted
            to tender or exchange  their  shares for other  securities,  cash or
            property,  or (D) the Company  effects any  reclassification  of the
            Common Stock or any compulsory share exchange  pursuant to which the
            Common Stock is  effectively  converted  into or exchanged for other
            securities,  cash or  property  (in any such  case,  a  "FUNDAMENTAL
            TRANSACTION"),  then, upon any subsequent  exercise of this Warrant,
            the Holder shall have the right to receive,  for each Warrant  Share
            that would have been issuable upon such exercise  immediately  prior
            to the occurrence of such Fundamental Transaction,  at the option of
            the Holder, (a) upon exercise of this Warrant,  the number of shares
            of Common Stock of the successor or acquiring  corporation or of the
            Company,  if it is the  surviving  corporation,  and any  additional
            consideration (the "ALTERNATE  CONSIDERATION") receivable upon or as
            a  result   of  such   reorganization,   reclassification,   merger,
            consolidation  or disposition of assets by a Holder of the number of
            shares  of  Common  Stock  for which  this  Warrant  is  exercisable
            immediately prior to such event or (b) if the Company is acquired in
            an all cash transaction,  cash equal to the value of this Warrant as
            determined  in  accordance  with the  Black-Scholes  option  pricing
            formula. For purposes of any such exercise, the determination of the
            Exercise  Price  shall be  appropriately  adjusted  to apply to such
            Alternate   Consideration   based  on  the   amount   of   Alternate
            Consideration  issuable  in respect of one share of Common  Stock in
            such  Fundamental  Transaction,  and the Company shall apportion the
            Exercise  Price among the  Alternate  Consideration  in a reasonable
            manner reflecting the relative value of any different  components of
            the  Alternate  Consideration.  If holders of Common Stock are given
            any choice as to the securities,  cash or property to be received in
            a Fundamental  Transaction,  then the Holder shall be given the same
            choice  as to the  Alternate  Consideration  it  receives  upon  any
            exercise of this Warrant following such Fundamental Transaction.  To
            the extent  necessary to effectuate  the foregoing  provisions,  any
            successor  to the Company or  surviving  entity in such  Fundamental
            Transaction shall issue to the Holder a new warrant  consistent with
            the  foregoing  provisions  and  evidencing  the  Holder's  right to
            exercise such warrant into Alternate Consideration. The terms of any
            agreement  pursuant to which a Fundamental  Transaction  is effected
            shall include terms requiring any such successor or surviving entity
            to comply with the provisions of this Section 3(d) and insuring that
            this Warrant (or any such  replacement  security)  will be similarly
            adjusted upon any subsequent  transaction analogous to a Fundamental
            Transaction.

                        f)          CALCULATIONS.  All  calculations  under this
            Section 3 shall be made to the nearest  cent or the nearest  1/100th
            of a share,  as the case may be. For purposes of this Section 3, the
            number of shares of Common Stock deemed to be issued and outstanding
            as of a given  date  shall be the sum of the  number  of  shares  of
            Common  Stock  (excluding   treasury  shares,  if  any)  issued  and
            outstanding.

                                       9
<PAGE>

                        g)          VOLUNTARY ADJUSTMENT BY COMPANY. The Company
            may at any time  during  the term of this  Warrant  reduce  the then
            current  Exercise  Price to any  amount  and for any  period of time
            deemed appropriate by the Board of Directors of the Company.

                        h)          NOTICE TO HOLDERS.

                                                i.          ADJUSTMENT        TO
                                    EXERCISE PRICE.  Whenever the Exercise Price
                                    is  adjusted  pursuant to any  provision  of
                                    this Section 3, the Company  shall  promptly
                                    mail to each Holder a notice  setting  forth
                                    the Exercise Price after such adjustment and
                                    setting forth a brief statement of the facts
                                    requiring  such  adjustment.  If the Company
                                    issues a variable rate security, despite the
                                    prohibition    thereon   in   the   Purchase
                                    Agreement,  the  Company  shall be deemed to
                                    have  issued  Common  Stock or Common  Stock
                                    Equivalents    at   the   lowest    possible
                                    conversion  or exercise  price at which such
                                    securities  may be converted or exercised in
                                    the case of a Variable Rate  Transaction (as
                                    defined in the Purchase Agreement).

                                                ii.         NOTICE    TO   ALLOW
                                    EXERCISE BY HOLDER. If (A) the Company shall
                                    declare   a    dividend    (or   any   other
                                    distribution in whatever form) on the Common
                                    Stock;  (B)  the  Company  shall  declare  a
                                    special  nonrecurring  cash dividend on or a
                                    redemption  of the  Common  Stock;  (C)  the
                                    Company shall  authorize the granting to all
                                    holders  of  the  Common   Stock  rights  or
                                    warrants to  subscribe  for or purchase  any
                                    shares of  capital  stock of any class or of
                                    any   rights;   (D)  the   approval  of  any
                                    stockholders   of  the   Company   shall  be
                                    required    in    connection     with    any
                                    reclassification  of the Common  Stock,  any
                                    consolidation or merger to which the Company
                                    is a party,  any sale or  transfer of all or
                                    substantially  all  of  the  assets  of  the
                                    Company,  of any  compulsory  share exchange
                                    whereby the Common Stock is  converted  into
                                    other securities,  cash or property; (E) the
                                    Company  shall  authorize  the  voluntary or
                                    involuntary   dissolution,   liquidation  or
                                    winding up of the  affairs  of the  Company;
                                    then, in each case,  the Company shall cause
                                    to be  mailed  to the  Holder  at  its  last
                                    address as it shall  appear upon the Warrant
                                    Register  of  the   Company,   at  least  20
                                    calendar days prior to the applicable record
                                    or effective date hereinafter  specified,  a
                                    notice  stating  (x)  the  date  on  which a
                                    record  is to be taken  for the  purpose  of
                                    such  dividend,  distribution,   redemption,
                                    rights or warrants, or if a record is not to
                                    be taken,  the date as of which the  holders
                                    of the Common Stock of record to be entitled
                                    to such dividend, distributions, redemption,
                                    rights or warrants are to be  determined  or
                                    (y) the date on which such reclassification,
                                    consolidation,  merger,  sale,  transfer  or
                                    share   exchange   is   expected  to  become
                                    effective or close, and the date as of which
                                    it is  expected  that  holders of the Common
                                    Stock  of  record   shall  be   entitled  to
                                    exchange  their  shares of the Common  Stock
                                    for  securities,   cash  or  other  property
                                    deliverable   upon  such   reclassification,
                                    consolidation,  merger,  sale,  transfer  or
                                    share exchange; provided that the failure to
                                    mail such notice or any defect therein or in
                                    the  mailing  thereof  shall not  affect the
                                    validity of the corporate action required to
                                    be specified  in such notice.

                                       10
<PAGE>

                                    The  Holder is  entitled  to  exercise  this
                                    Warrant during the 20-day period  commencing
                                    on the date of such notice to the  effective
                                    date of the event triggering such notice.

            SECTION 4.  TRANSFER OF WARRANT.

                        a)          TRANSFERABILITY.  Subject to compliance with
            any  applicable  securities  laws and the  conditions  set  forth in
            Section  4(d)  hereof and to the  provisions  of Section  4.1 of the
            Purchase   Agreement,   this   Warrant  and  all  rights   hereunder
            (including,   without  limitation,   any  registration  rights)  are
            transferable, in whole or in part, upon surrender of this Warrant at
            the  principal  office  of  the  Company  or its  designated  agent,
            together with a written assignment of this Warrant  substantially in
            the form attached hereto duly executed by the Holder or its agent or
            attorney and funds sufficient to pay any transfer taxes payable upon
            the making of such  transfer.  Upon such surrender and, if required,
            such payment, the Company shall execute and deliver a new Warrant or
            Warrants  in  the  name  of the  assignee  or  assignees  and in the
            denomination  or  denominations  specified  in  such  instrument  of
            assignment, and shall issue to the assignor a new Warrant evidencing
            the portion of this Warrant not so assigned,  and this Warrant shall
            promptly  be  cancelled.  A Warrant,  if properly  assigned,  may be
            exercised by a new holder for the purchase of Warrant Shares without
            having a new Warrant issued.

                        b)          NEW WARRANTS. This Warrant may be divided or
            combined  with  other  Warrants  upon  presentation  hereof  at  the
            aforesaid  office of the  Company,  together  with a written  notice
            specifying the names and  denominations in which new Warrants are to
            be issued, signed by the Holder or its agent or attorney. Subject to
            compliance  with  Section  4(a),  as to any  transfer  which  may be
            involved in such division or combination,  the Company shall execute
            and deliver a new Warrant or Warrants in exchange for the Warrant or
            Warrants to be divided or combined in accordance with such notice.

                        c)          WARRANT REGISTER. The Company shall register
            this Warrant,  upon records to be maintained by the Company for that
            purpose (the "WARRANT  REGISTER"),  in the name of the record Holder
            hereof  from  time to time.  The  Company  may deem  and  treat  the
            registered  Holder of this Warrant as the absolute  owner hereof for
            the  purpose  of any  exercise  hereof  or any  distribution  to the
            Holder,  and for all other  purposes,  absent  actual  notice to the
            contrary.

                        d)          TRANSFER  RESTRICTIONS.  If,  at the time of
            the  surrender  of this Warrant in  connection  with any transfer of
            this  Warrant,  the transfer of this Warrant shall not be registered
            pursuant to an effective registration statement under the Securities
            Act and under  applicable  state  securities  or blue sky laws,  the
            Company may require,  as a condition of allowing  such  transfer (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
            shall be in form,  substance  and scope  customary  for  opinions of
            counsel in comparable transactions) to the effect that such transfer
            may be made without  registration under the Securities 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

                                       11
<PAGE>

            defined  in  Rule  501(a)(1),  (a)(2),  (a)(3),  (a)(7),  or  (a)(8)
            promulgated  under the Securities Act or a "qualified  institutional
            buyer" as defined in Rule 144A(a) under the Securities Act.

            SECTION 5.  MISCELLANEOUS.

                        a)          NO RIGHTS  AS  SHAREHOLDER  UNTIL  EXERCISE.
            This  Warrant  does not entitle  the Holder to any voting  rights or
            other rights as a  shareholder  of the Company prior to the exercise
            hereof as set forth in Section 2(e)(ii).

                        b)          LOSS,  THEFT,  DESTRUCTION  OR MUTILATION OF
            WARRANT.  The Company  covenants that upon receipt by the Company of
            evidence   reasonably   satisfactory  to  it  of  the  loss,  theft,
            destruction  or mutilation of this Warrant or any stock  certificate
            relating  to the  Warrant  Shares,  and in case of  loss,  theft  or
            destruction,  of indemnity or security reasonably satisfactory to it
            (which, in the case of the Warrant, shall not include the posting of
            any bond),  and upon surrender and  cancellation  of such Warrant or
            stock certificate, if mutilated, the Company will make and deliver a
            new Warrant or stock  certificate of like tenor and dated as of such
            cancellation, in lieu of such Warrant or stock certificate.

                        c)          SATURDAYS,  SUNDAYS,  HOLIDAYS,  ETC. If the
            last or appointed day for the taking of any action or the expiration
            of any right required or granted herein shall not be a Business Day,
            then such action may be taken or such right may be  exercised on the
            next succeeding Business Day.

                        d)          AUTHORIZED SHARES.

                                    The Company covenants that during the period
                        the Warrant is  outstanding,  it will  reserve  from its
                        authorized and unissued Common Stock a sufficient number
                        of shares to provide  for the  issuance  of the  Warrant
                        Shares upon the  exercise of any  purchase  rights under
                        this Warrant.  The Company  further  covenants  that its
                        issuance of this Warrant shall constitute full authority
                        to its  officers  who  are  charged  with  the  duty  of
                        executing  stock  certificates  to execute and issue the
                        necessary  certificates  for the Warrant Shares upon the
                        exercise of the purchase rights under this Warrant.  The
                        Company will take all such  reasonable  action as may be
                        necessary  to assure  that such  Warrant  Shares  may be
                        issued  as  provided  herein  without  violation  of any
                        applicable law or regulation,  or of any requirements of
                        the Trading  Market  upon which the Common  Stock may be
                        listed.

                                    Except  and  to  the  extent  as  waived  or
                        consented to by the Holder, the Company shall not by any
                        action,  including,  without  limitation,  amending  its
                        certificate    of    incorporation    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 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 actions as may be necessary or

                                       12
<PAGE>

                        appropriate to protect the rights of Holder as set forth
                        in this Warrant against impairment. Without limiting the
                        generality  of the  foregoing,  the Company will (a) not
                        increase  the par value of any Warrant  Shares above the
                        amount payable  therefor upon such exercise  immediately
                        prior to such  increase in par value,  (b) take all such
                        action as may be necessary or  appropriate in order that
                        the Company may validly and legally issue fully paid and
                        nonassessable  Warrant  Shares upon the exercise of this
                        Warrant, and (c) use commercially  reasonable efforts to
                        obtain all such  authorizations,  exemptions or consents
                        from any  public  regulatory  body  having  jurisdiction
                        thereof as may be  necessary  to enable  the  Company to
                        perform its obligations under this Warrant.

                                    Before  taking any action which would result
                        in an  adjustment  in the number of  Warrant  Shares for
                        which this  Warrant is  exercisable  or in the  Exercise
                        Price, the Company shall obtain all such  authorizations
                        or exemptions  thereof,  or consents thereto,  as may be
                        necessary  from any  public  regulatory  body or  bodies
                        having jurisdiction thereof.

                        e)          JURISDICTION.  All questions  concerning the
            construction,  validity,  enforcement  and  interpretation  of  this
            Warrant shall be determined in accordance with the provisions of the
            Purchase Agreement.

                        f)          RESTRICTIONS.  The Holder  acknowledges that
            the Warrant  Shares  acquired upon the exercise of this Warrant,  if
            not registered,  will have restrictions upon resale imposed by state
            and federal securities laws.

                        g)          NONWAIVER AND EXPENSES. No course of dealing
            or any delay or failure to exercise any right  hereunder on the part
            of  Holder  shall  operate  as a waiver of such  right or  otherwise
            prejudice Holder's rights,  powers or remedies,  notwithstanding the
            fact that all rights hereunder terminate on the Termination Date. If
            the  Company  willfully  and  knowingly  fails  to  comply  with any
            provision of this Warrant,  which results in any material damages to
            the Holder, the Company shall pay to Holder such amounts as shall be
            sufficient  to cover  any  costs  and  expenses  including,  but not
            limited to, reasonable attorneys' fees, including those of appellate
            proceedings,  incurred  by  Holder in  collecting  any  amounts  due
            pursuant hereto or in otherwise enforcing any of its rights,  powers
            or remedies hereunder.

                        h)          NOTICES.   Any  notice,   request  or  other
            document  required  or  permitted  to be given or  delivered  to the
            Holder by the Company  shall be  delivered  in  accordance  with the
            notice provisions of the Purchase Agreement.

                        i)          LIMITATION   OF   LIABILITY.   No  provision
            hereof,  in the  absence  of any  affirmative  action  by  Holder to
            exercise this Warrant to purchase Warrant Shares, and no enumeration
            herein of the rights or privileges of Holder, shall give rise to any
            liability of Holder for the purchase price of any Common Stock or as
            a stockholder of the Company,  whether such liability is asserted by
            the Company or by creditors of the Company.

                                       13
<PAGE>

                        j)          REMEDIES.   Holder,  in  addition  to  being
            entitled to exercise all rights granted by law,  including  recovery
            of damages,  will be entitled to specific  performance of its rights
            under this Warrant.  The Company agrees that monetary  damages would
            not be adequate  compensation  for any loss  incurred by reason of a
            breach by it of the  provisions of this Warrant and hereby agrees to
            waive and not to assert  the  defense  in any  action  for  specific
            performance that a remedy at law would be adequate.

                        k)          SUCCESSORS    AND   ASSIGNS.    Subject   to
            applicable   securities  laws,  this  Warrant  and  the  rights  and
            obligations  evidenced  hereby  shall inure to the benefit of and be
            binding upon the  successors of the Company and the  successors  and
            permitted  assigns of Holder.  The  provisions  of this  Warrant are
            intended to be for the  benefit of all Holders  from time to time of
            this Warrant and shall be  enforceable  by any such Holder or holder
            of Warrant Shares.

                        l)          AMENDMENT.  This  Warrant may be modified or
            amended or the provisions  hereof waived with the written consent of
            the Company and the Holder.

                        m)          SEVERABILITY.    Wherever   possible,   each
            provision of this Warrant shall be  interpreted in such manner as to
            be effective and valid under applicable law, but if any provision of
            this Warrant shall be prohibited by or invalid under applicable law,
            such   provision   shall  be  ineffective  to  the  extent  of  such
            prohibition or  invalidity,  without  invalidating  the remainder of
            such provisions or the remaining provisions of this Warrant.

                        n)          HEADINGS.  The headings used in this Warrant
            are for the  convenience  of  reference  only and shall not, for any
            purpose, be deemed a part of this Warrant.


                                  ********************


                                       14
<PAGE>

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


Dated:   February __, 2006




                                        SECURED SERVICES, INC.


                                        By:_____________________________________
                                           Name:
                                           Title:



                                       15
<PAGE>

                               NOTICE OF EXERCISE

TO:      SECURED SERVICES, INC.

            (1) The  undersigned  hereby  elects to  purchase  ________  Warrant
Shares of the Company  pursuant to the terms of the  attached  Warrant  (only if
exercised in full),  and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

            (2) Payment shall take the form of (check applicable box):

                           [ ] in lawful money of the United States; or

                           [ ] [if permitted] the cancellation of such number of
                           Warrant  Shares as is necessary,  in accordance  with
                           the formula set forth in subsection 2(c), to exercise
                           this Warrant  with  respect to the maximum  number of
                           Warrant Shares  purchasable  pursuant to the cashless
                           exercise procedure set forth in subsection 2(c).

            (3) 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:

                  _________________________________________


The Warrant Shares shall be delivered to the following DWAC Account Number or by
physical delivery of a certificate to:

                  _________________________________________

                  _________________________________________

                  _________________________________________

            (4) ACCREDITED INVESTOR. The undersigned is an "accredited investor"
as defined in  Regulation D  promulgated  under the  Securities  Act of 1933, as
amended.

[SIGNATURE OF HOLDER]
---------
Name of Investing Entity: ______________________________________________________
SIGNATURE OF AUTHORIZED SIGNATORY OF INVESTING ENTITY: _________________________
Name of Authorized Signatory: __________________________________________________
Title of Authorized Signatory: _________________________________________________
Date: __________________________________________________________________________


<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



            FOR  VALUE  RECEIVED,  [____]  all  of or  [_______]  shares  of the
foregoing Warrant and all rights evidenced thereby are hereby assigned to


_______________________________________________ whose address is

___________________________________________________________________.



___________________________________________________________________

                                                 Dated:  ______________, _______


                  Holder's Signature:        _____________________________

                  Holder's Address:          _____________________________

                                             _____________________________


Signature Guaranteed:  ___________________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.