BBM
      HOLDINGS, INC.

     

    COMMON
      STOCK PURCHASE WARRANT

     

    
      	
              Warrant
                No. SZH-001

            	
              5,000,000
                Warrants

            


    

     

    VOID
      AFTER 5:00 P.M. NEW YORK CITY TIME

    ON
      JANUARY __, 2014

     

    THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT
      AND
      HAVE NOT BEEN REGISTERED 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 COMPLIANCE WITH APPLICABLE STATE
      SECURITIES LAWS OR BLUE SKY LAWS.

     

    BBM
      Holdings, Inc. (the “Company”),
      a
      Utah corporation, having its principal office as of the date hereof at 1245
      Brickyard Road, Suite 590, Salt Lake City, Utah 84106, hereby certifies that,
      for value received, Shalom Hirschman, or registered assigns, is entitled,
      subject to the terms and conditions set forth below, to purchase from the
      Company at any time on or from time to time after January __, 2009
      (“Original
      Issue Date”),
      and
      before 5:00 P.M., New York City time, on January __, 2014 (the “Expiration
      Date”),
      up to
      5,000,000 fully paid and non-assessable shares of Common Stock (as defined
      below), at the initial Purchase Price per share (as defined below) of $0.50.
      The
      number of such shares of Common Stock and the Purchase Price per share are
      subject to adjustment as provided in Section 5.

     

    1. Definitions.

     

    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings:

     

    “Aggregate
      Purchase Price”
has
      the
      meaning set forth in Section 3.1.

     

    “Blue
      Sky Laws”
means
      any state securities or “blue sky” laws.

     

    “Board
      of Directors”
means
      the board of directors of the Company.

     

    “Business
      Day”
means
      any day other than Saturday, Sunday or other day on which commercial banks
      in
      the City of New York are authorized or required by law to remain
      closed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Company”
      includes the Company and any corporation, association, joint stock company,
      business trust, limited liability company or other similar organization, which
      shall succeed to or assume the obligations of the Company hereunder.


     

    “Common
      Stock”
means
      the Company’s Common Stock, $.0001 par value per share, authorized as of the
      date hereof, and any stock of any class or classes (however designated)
      hereafter authorized upon reclassification thereof, which, if the Board of
      Directors declares any dividends or distributions, has the right to participate
      in the distribution of earnings and assets of the Company after the payment
      of
      dividends or other distributions on any shares of capital stock of the Company
      entitled to a preference and in the voting for the election of directors of
      the
      Company. 

     

    “Delivery
      Date”
has
      the
      meaning set forth in Section 4.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934 as the same shall be in effect at the
      time.

     

    “Expiration
      Date”
has
      the
      meaning set forth in the preface above.

     

    “Holder”
means
      any record owner of Warrants or Underlying Securities.

     

    “Market
      Price”
means,
      for one share of Common Stock at any date (i) if the principal trading market
      for the Common Stock is an exchange, the average of the closing sale prices
      per
      Share for the last twenty (20) previous trading days in which a sale was
      reported, as officially reported on any consolidated tape, (ii) if the principal
      market for such securities is the over-the-counter market, the average of the
      closing sale prices per Share on the last twenty (20) previous trading days
      in
      which a sale was reported as set forth by Nasdaq or, (iii) if the security
      is
      not listed on an exchange, the average of the closing sale prices per share
      on
      the last twenty (20) previous trading days in which a sale was reported as
      set
      forth in the National Quotation Bureau sheet listing such securities for such
      days. Notwithstanding the foregoing, if there is no reported closing sale price,
      as the case may be, reported on any of the twenty (20) trading days preceding
      the event requiring a determination of Market Price hereunder, then the Market
      Price shall be the average of the high bid and asked prices for the last ten
      previous trading days in which a sale was reported; and if there is no reported
      high bid and asked prices, as the case may be, reported on any of the ten
      trading days preceding the event requiring a determination of Market Price
      hereunder, then the Market Price shall be determined in good faith by resolution
      of the Board of Directors. The Market Price of Other Securities, if any, shall
      be determined in the same manner as Common Stock.

     

    “Nasdaq”
means
      the Nasdaq Global Market, Nasdaq Global Select Market or Nasdaq Capital
      Market.

     

    “Notice”
has
      the
      meaning set forth in Section 21. 

     

    “Original
      Issue Date”
has
      the
      meaning set forth in the preface above.

     

    
      
        
        

      

      
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    “Other
      Securities”
refers
      to any stock (other than Common Stock) and other securities of the Company
      or
      any other Person (corporate or otherwise) which the Holders of the Warrants
      at
      any time shall be entitled to receive, or shall have received, upon the exercise
      of the Warrants, in lieu of or in addition to Common Stock, or which at any
      time
      shall be issuable or shall have been issued in exchange for or in replacement
      of
      Common Stock or Other Securities pursuant to Section 5 or 6. 

     

    “Permitted
      Transfer”
means
      a
      transfer by a Holder (i) by gift to his or her spouse or to the siblings, lineal
      descendants, or parents of such Holder or of his or her spouse or to any entity
      of which such Person or Persons are the sole beneficiaries; (ii) in the
      case of any Holder that is a trust, to a successor trustee or trustees of any
      trust established for one or more of the persons specified in
      clause (i) above; and (iii) upon the death of a Holder who is a
      natural person, to such Holder's heirs, executors, administrators, testamentary
      trustees, legatees or beneficiaries.

     

    “Person”
means
      any individual, sole proprietorship, partnership, corporation, limited liability
      company, business trust, unincorporated association, joint stock corporation,
      trust, joint venture or other entity, any university or similar institution,
      or
      any government or any agency or instrumentality or political subdivision
      thereof.

     

    “Purchase
      Price per share”
means
      $0.50 per share, as may be adjusted from time to time in accordance with Section
      5 or 6.

     

    “Registered”
and
      “Registration”
refer
      to a registration effected by filing a registration statement in compliance
      with
      the Securities Act, to permit the disposition of Underlying Securities issued
      or
      issuable upon the exercise of Warrants, and any post-effective amendments and
      supplements filed or required to be filed to permit any such
      disposition.

     

    “Restated
      Certificate”
means
      an amendment to the Certificate of Incorporation of the Company prepared for
      filing in the State of Delaware which provides for an increase in the authorized
      capital shares of the Company.

     

    “Securities
      Act”
means
      the Securities Act of 1933 as the same shall be in effect at the
      time.

     

    “Underlying
      Securities”
means
      any Common Stock or Other Securities issued or issuable upon exercise of
      Warrants.

     

    “Warrant”
means,
      as applicable, (i) the Warrants dated as of the date hereof, originally issued
      by the Company to its directors, of which this Warrant is one, evidencing rights
      to purchase up to a maximum of 5,000,000 shares of Common Stock, and all
      Warrants issued upon transfer, division or combination of, or in substitution
      for, any thereof (all Warrants shall at all times be identical as to terms
      and
      conditions and date, except as to the number of shares of Common Stock for
      which
      they may be exercised) or (ii) each right as set forth in this Warrant to
      purchase one share of Common Stock, as adjusted from time to time in accordance
      with Section 5 or 6.

     

    2. Sale
      or Exercise Without Registration.
      If, at
      the time of any exercise, transfer or surrender for exchange of a Warrant or
      of
      Underlying Securities previously issued upon the exercise of Warrants, such
      Warrant or Underlying Securities shall not be registered under the Securities
      Act, the Company may require, as a condition of allowing such exercise, transfer
      or exchange, that the Holder or transferee of such Warrant or Underlying
      Securities, as the case may be, furnish to the Company an opinion of counsel,
      reasonably satisfactory to the Company, to the effect that such exercise,
      transfer or exchange may be made without registration under the Securities
      Act
      and without registration or qualification under any applicable Blue Sky Laws.
      

     

    
      
        
        

      

      
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    3. Exercise
      of Warrant.
      

     

    3.1. Exercise
      in Full.
      Subject
      to the provisions hereof, this Warrant may be exercised by the Holder hereof
      by
      surrender of this Warrant, with the form of subscription at the end hereof
      duly
      executed by such Holder, to the Company at its principal office as set forth
      at
      the head of this Warrant (or such other location as the Company from time to
      time may advise the Holder in writing), accompanied by payment, in cash or
      by
      certified or official bank check payable to the order of the Company, in the
      amount obtained (the “Aggregate
      Purchase Price”)
      by
      multiplying (a) the number of shares of Common Stock then issuable upon exercise
      of this Warrant by (b) the Purchase Price per share on the date of such
      exercise.

     

    3.2. Partial
      Exercise.
      Subject
      to the provisions hereof, this Warrant may be exercised in part by surrender
      of
      this Warrant in the manner and at the place provided in Section 3.1 except
      that
      the amount payable by the Holder upon any partial exercise shall be the amount
      obtained by multiplying (a) the number of shares of Common Stock designated
      by
      the Holder in the subscription at the end hereof by (b) the Purchase Price
      per
      share on the date of such exercise. Upon any such partial exercise, the Company
      at its expense shall forthwith issue and deliver to or upon the order of the
      Holder hereof a new Warrant or Warrants of like tenor, in the name of the Holder
      hereof or as such Holder (upon payment by such Holder of any applicable transfer
      taxes and subject to the provisions of Section 2) may request, calling in the
      aggregate on the face or faces thereof for the number of shares of Common Stock
      equal to the number of such shares issuable prior to such partial exercise
      of
      this Warrant minus the number of such shares designated by the Holder in the
      subscription at the end hereof.

     

    3.3. Company
      to Reaffirm Obligations.
      The
      Company shall, at the time of any exercise of this Warrant, upon the request
      of
      the Holder hereof, acknowledge in writing its continuing obligation to afford
      to
      such Holder any rights (including, without limitation, any right to registration
      of the Underlying Securities, if any) to which such Holder shall continue to
      be
      entitled after such exercise in accordance with the provisions of this Warrant;
      provided,
      however, that if the Holder of this Warrant shall fail to make any such request,
      such failure shall not affect the continuing obligation of the Company to afford
      such Holder any such rights.

     

    3.4. Certain
      Exercises.
      If an
      exercise of this Warrant is to be made in connection with a registered public
      offering or sale of the Company, such exercise may, at the election of the
      Holder, be conditioned on the consummation of the public offering or sale of
      the
      Company, in which case such exercise shall not be deemed effective until the
      consummation of such transaction.

     

    
      
        
        

      

      
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    3.5. Net
      Issue Exercise.
      This
      Warrant may also be exercised at such time by means of a “Net Issue Exercise” in
      which the Holder shall be entitled to receive Underlying Securities equal to
      the
      value of this Warrant (or the portion thereof being exercised by Net Issue
      Exercise) by surrender of this Warrant to the Company together with notice
      of
      such Net Issue Exercise, in which event the Company shall issue to Holder a
      number of Underlying Securities computed as of the date of surrender of this
      Warrant to the Company using the following formula:

     

    X
      =
Y
      x
      (A-B)

    A

    Where:

     

    
      	 	
              X
                =

            	
              the
                number of Underlying Securities to be issued to Holder pursuant to
                this
                Section 3.5;

            


    

     

    
      	 	
              Y
                =

            	
              the
                number of Underlying Securities otherwise purchasable under this
                Warrant,
                or any lesser number of Underlying Securities as to which this Warrant
                is
                being exercised (at the date of such
                calculation);

            


    

     

    
      	 	
              A
                =
                

            	
              the
                Market Price (at the date of such
                calculation);

            


    

     

    
      	 	
              B
                =

            	
              the
                Purchase Price (as adjusted to the date of such
                calculation).

            


    

     

    4. Delivery
      of Stock Certificates, etc., on Exercise. 

     

    4.1. Delivery
      of Certificates.
      As soon
      as practicable after the exercise of this Warrant in full or in part, and in
      any
      event within ten Business Days thereafter (the “Delivery
      Day”),
      the
      Company at its own expense (including the payment by it of any applicable issue
      taxes) shall cause to be issued in the name of and delivered to the Holder
      hereof, or as such Holder (upon payment by such Holder of any applicable
      transfer taxes and subject to the provisions of Section 2) may direct, a
      certificate or certificates for the number of fully paid and non-assessable
      shares of Common Stock or Other Securities to which such Holder shall be
      entitled upon such exercise, plus, in lieu of any fractional share to which
      such
      Holder would otherwise be entitled, cash equal to such fraction multiplied
      by
      the then current Market Price of one full share.

     

    4.2. Issuance
      of Certificates.
      If the
      Company fails to deliver to the Holder a certificate or certificates
      representing the Underlying Securities by the third (3rd) trading day following
      the Delivery Date (or such longer or shorter time is then required by the SEC
      regulations on the settlement of trades), then the Holder will have the right
      to
      rescind such exercise. 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 or injunctive relief with respect
      to the Company's failure to timely deliver certificates representing Underlying
      Securities upon exercise of the Warrant as required pursuant to the terms
      hereof.

     

    
      
        
        

      

      
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    5. Adjustment
      for Stock Splits; Dividends.
      The
      number and kind of securities purchasable upon the exercise of this Warrant
      and
      the Purchase Price shall be subject to adjustment from time to time upon the
      happening of any of the following. In case the Company shall (i) pay a dividend
      in shares of Common Stock or make a distribution in shares of Common Stock
      to
      holders of its outstanding Common Stock, (ii) subdivide its outstanding shares
      of Common Stock into a greater number of shares, (iii) combine its outstanding
      shares of Common Stock into a smaller number of shares of Common Stock, or
      (iv)
      issue any shares of its capital stock in a reclassification of the Common Stock,
      then the number of Underlying Securities purchasable upon exercise of this
      Warrant immediately prior thereto shall be adjusted so that the Holder shall
      be
      entitled to receive the kind and number of Underlying Securities or other
      securities of the Company which it would have owned or have been entitled to
      receive had such Warrant been exercised in advance thereof Upon each such
      adjustment of the kind and number of Underlying Securities or other securities
      of the Company which are purchasable hereunder, the Holder shall thereafter
      be
      entitled to purchase the number of Underlying Securities or other securities
      resulting from such adjustment at a Purchase Price per share or other security
      obtained by multiplying the Purchase Price per share in effect immediately
      prior
      to such adjustment by the number of Underlying Securities purchasable pursuant
      hereto immediately prior to such adjustment and dividing by the number of
      Underlying Securities or other securities of the Company resulting from such
      adjustment. An adjustment made pursuant to this paragraph shall become effective
      immediately after the effective date of such event retroactive to the record
      date, if any, for such event. 

     

    6. Reorganization,
      Consolidation, Merger, etc.
      In case
      the Company shall reorganize its capital, reclassify its capital stock,
      consolidate or merge with or into another corporation (where the Company is
      not
      the surviving corporation or where there is a change in or distribution with
      respect to the Common Stock of the Company), or sell, transfer or otherwise
      dispose of its property, assets or business to another corporation and, pursuant
      to the terms of such reorganization, reclassification, merger, consolidation
      or
      disposition of assets, shares of common stock of the successor or acquiring
      corporation, or any cash, shares of stock or other securities or property of
      any
      nature whatsoever (including warrants or other subscription or purchase rights)
      in addition to or in lieu of common stock of the successor or acquiring
      corporation (“Other
      Property”),
      are
      to be received by or distributed to the holders of Common Stock of the Company,
      then the Holder shall have the right thereafter to receive 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 Other
      Property 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. In case of any such reorganization,
      reclassification, merger, consolidation or disposition of assets, the successor
      or acquiring corporation (if other than the Company) shall expressly assume
      the
      due and punctual observance and performance of each and every covenant and
      condition of this Warrant to be performed and observed by the Company and all
      the obligations and liabilities hereunder, subject to such modifications as
      may
      be deemed appropriate (as determined in good faith by resolution of the Board
      of
      Directors of the Company) in order to provide for adjustments of Underlying
      Securities for which this Warrant is exercisable which shall be as nearly
      equivalent as practicable to the adjustments provided for in this Section 6.
      For
      purposes of this Section 6, “common stock of the successor or acquiring
      corporation” shall include stock of such corporation of any class which is not
      preferred as to dividends or assets over any other class of stock of such
      corporation and which is not subject to redemption and shall also include any
      evidences of indebtedness, shares of stock or other securities which are
      convertible into or exchangeable for any such stock, either immediately or
      upon
      the arrival of a specified date or the happening of a specified event and any
      warrants or other rights to subscribe for or purchase any such stock. The
      foregoing provisions of this Section 6 shall similarly apply to successive
      reorganizations, reclassifications, mergers, consolidations or disposition
      of
      assets.

     

    
      
        
        

      

      
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    7. Further
      Assurances; Reports.
      The
      Company shall take all such action as may be necessary or appropriate in order
      that the Company may validly and legally issue fully paid and non-assessable
      shares of Underlying Securities upon the exercise of all Warrants from time
      to
      time outstanding. For so long as the Holder holds this Warrant, the Company
      shall deliver to the Holder contemporaneously with delivery to the holders
      of
      Common Stock, a copy of each report of the Company delivered to such
      holders.

     

    8. Certificate
      as to Adjustments.
      In each
      case of any adjustment or readjustment in the Underlying Securities, the Company
      shall, at its expense, promptly cause its Chief Financial Officer to compute
      such adjustment or readjustment in accordance with the terms of this Warrant
      and
      prepare a certificate setting forth such adjustment or readjustment and showing
      in detail the facts upon which such adjustment or readjustment is based, and
      the
      number of shares of Common Stock or Other Securities outstanding or deemed
      to be
      outstanding. The Company shall forthwith mail a copy of each such certificate
      to
      the Holder. 

     

    9. Notices
      of Record Date, etc.
      In the
      event of

     

    (a) any
      taking by the Company of a record of its stockholders for the purpose of
      determining the stockholders thereof who are entitled to receive any dividend
      or
      other distribution, or any right to subscribe for, purchase or otherwise acquire
      any shares of stock of any class or any other securities or property, or to
      receive any other right, or for the purpose of determining stockholders who
      are
      entitled to vote in connection with any proposed capital reorganization of
      the
      Company, any reclassification or recapitalization of the capital stock of the
      Company or any transfer of all or substantially all the assets of the Company
      to
      or consolidation or merger of the Company with or into any other Person,
      or

     

    (b) any
      voluntary or involuntary dissolution, liquidation or winding-up of the
      Company,

     

    then
      and
      in each such event the Company shall mail or cause to be mailed to each Holder
      of a Warrant a notice specifying (i) the date on which any such record is to
      be
      taken for the purpose of such dividend, distribution or right, and stating
      the
      amount and character of such dividend, distribution or right and (ii) the date
      on which any such reorganization, reclassification, recapitalization, transfer,
      consolidation, merger, dissolution, liquidation or winding-up is to take place,
      and the time, if any, as of which the Holders of record of Underlying Securities
      shall be entitled to exchange their shares of Underlying Securities for
      securities or other property deliverable upon such reorganization,
      reclassification, recapitalization, transfer, consolidation, merger,
      dissolution, liquidation or winding-up. Such notice shall be mailed at least
      twenty (20) days prior to the date therein specified.

     

    
      
        
        

      

      
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    10. Reservation
      of Stock, etc., Issuable on Exercise of Warrants.
      The
      Company shall at all times on and after the filing of the Restated Certificate
      reserve and keep available, solely for issuance and delivery upon the exercise
      of the Warrants, all shares of Common Stock (or Other Securities) from time
      to
      time issuable upon the exercise of the Warrants.

     

    11. Listing
      on Securities Exchanges; Registration; Issuance of Certain
      Securities.
      In
      furtherance and not in limitation of any other provision of this Warrant, if
      the
      Company at any time shall list any Common Stock (or Other Securities) on any
      national securities exchange or Nasdaq, the Company shall, at its expense,
      simultaneously list the Underlying Securities from time to time issuable upon
      the exercise of the Warrants on such exchange or Nasdaq, as the case may be,
      upon official notice of issuance.

     

    12. Exchange
      of Warrants.
      Subject
      to the provisions of Section 2, upon surrender for exchange of this Warrant,
      properly endorsed, to the Company, as soon as practicable (and in any event
      within three Business Days) the Company at its own expense shall issue and
      deliver to or upon the order of the Holder thereof a new Warrant or Warrants
      of
      like tenor, in the name of such Holder or as such Holder (upon payment by such
      Holder of any applicable transfer taxes) may direct, calling in the aggregate
      on
      the face or faces thereof for the number of shares of Common Stock called for
      on
      the face of this Warrant so surrendered.

     

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

     

    14. Warrant
      Agent.
      The
      Company may, by written notice to each Holder of a Warrant, appoint an agent
      having an office in New York, New York, for the purpose of issuing Common Stock
      (or Other Securities) upon the exercise of the Warrants pursuant to Section
      3,
      exchanging Warrants pursuant to Section 13, and replacing Warrants pursuant
      to
      Section 14, or any of the foregoing, and thereafter any such issuance, exchange
      or replacement, as the case may be, shall be made at such office by such
      agent.

     

    15. Remedies.
      The
      Company stipulates that the remedies at law of the Holder of this Warrant in
      the
      event of any default or threatened default by the Company in the performance
      of
      or compliance with any of the terms of this Warrant may not be adequate, and
      that such terms may be specifically enforced by a decree for the specific
      performance of any agreement contained herein or by an injunction that may
      be
      sought against a violation of any of the terms hereof or otherwise.

     

    16. No
      Rights as Stockholder.
      This
      Warrant does not entitle the Holder hereof to any voting rights or other rights
      as a stockholder of the Company prior to the exercise hereof. 

     

    
      
        
        

      

      
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    17. Negotiability,
      etc.
      Subject
      to Section 2, this Warrant is transferable only by Permitted
      Transfer.

     

    18. Entire
      Agreement; Successors and Assigns.
      This
      Warrant constitutes the entire contract between the parties relative to the
      subject matter hereof. This Warrant supersedes any previous agreement among
      the
      parties with respect to the subject matter hereof. The terms and conditions
      of
      this Warrant shall inure to the benefit of and be binding upon the respective
      permitted executors, administrators, heirs, successors and assigns of the
      parties. Nothing in this Warrant, expressed or implied, is intended to confer
      upon any party, other than the Holder and the Company, any rights, remedies,
      obligations or liabilities under or by reason of this Warrant.

     

    19. Governing
      Law; Jurisdiction.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of New York without regard to principles of conflicts of law. Each of
      the
      Holder and the Company hereby irrevocably consents and submits to the
      jurisdiction of any New York State or United States Federal Court sitting in
      the
      State of New York, County of New York, over any action or proceeding arising
      out
      of or relating to this Warrant and irrevocably consents to the service of any
      and all process in any such action or proceeding in the manner for the giving
      of
      notices at its address specified in Section 22. Each of the Holder and the
      Company further waives any objection to venue in the State of New York, County
      of New York and any objection to an action or proceeding in such state and
      county on the basis of forum
      non conveniens.
      Each of
      the Holder and the Company also waives any right to trial by jury.

     

    20. Headings.
      The
      headings of the sections of this Warrant are for convenience and shall not
      by
      themselves determine the interpretation of this Warrant.

     

    21. Notices.
      Any
      notice or other communication required or permitted to be given hereunder (each
      a “Notice”)
      shall
      be given in writing and shall be made by personal delivery or sent by courier
      or
      certified or registered first-class mail (postage pre-paid), addressed to a
      party at its address shown below or at such other address as such party may
      designate by three days’ advance Notice to the other party. 

     

    Any
      Notice to the Holder shall be sent to the address for such Holder set forth
      on
      books and records of the Company.

     

    Any
      Notice to the Company shall be sent to:

     

    BBM
      Holdings, Inc.

    1245
      Brickyard Road, Suite 590

    Salt
      Lake
      City, Utah 84106

    Attention:
      Chief Executive Officer

    


    Each
      Notice shall be deemed given and effective upon receipt (or refusal of
      receipt).

     

    22. Severability.
      Whenever possible, each provision of this Warrant shall be interpreted in such
      a
      manner as to be effective and valid under applicable law, but if any provision
      of this Warrant shall be deemed prohibited or invalid under such applicable
      law,
      such provision shall be ineffective to the extent of such prohibition or
      invalidity, and such prohibition or invalidity shall not invalidate the
      remainder of such provision or any other provision of this Warrant.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    23. Amendments
      and Waivers.
      Any
      provision of this Warrant may be amended and the observance of any provision
      of
      this Warrant may be waived (either generally or in a particular instance and
      either retroactively or prospectively), only with the written consent of the
      Company and the Holders of a majority of the Warrants then outstanding. Any
      amendment or waiver effected in accordance with this Section 24 shall be binding
      upon each Holder of a Warrant.

     

    24. Construction.
      Words
      (including capitalized terms defined herein) in the singular shall be held
      to
      include the plural and vice versa as the context requires. The words
“herein”,
      “hereinafter”,
      “hereunder”
and
      words of similar import used in this Warrant shall, unless otherwise stated,
      refer to this Warrant as a whole and not to any particular provision of this
      Warrant. All references to “$” in this Warrant and the other agreements
      contemplated hereby shall refer to United States dollars (unless otherwise
      specified expressly). Any reference to any gender includes the other
      genders.

     

    Dated:
      January __, 2009

     

    
      	
              BBM
                HOLDINGS, INC.

            
	 	 
	
              By:

            	
               

            
	
              Name:
                Andrew Limpert

            
	
              Title:
                President and CEO

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    FORM
      OF
      SUBSCRIPTION

     

    (To
      be
      signed only upon exercise of Warrant)

     

    To:
      BBM
      HOLDINGS, INC.


     

    The
      undersigned, the Holder of the within Warrant, hereby irrevocably elects to
      exercise the purchase right represented by such Warrant for, and to purchase
      thereunder,        * shares of Common Stock
      of BBM Holdings, Inc., and herewith makes payment of $__________ or, subject
      to
      satisfaction of the conditions set forth in Section 3.5 of the Warrant, [by
      initial here _____] Holder elects to exercise under the Net Issue Exercise
      provisions of Section 1.4 of the Warrant, and requests that the certificates
      for
      such shares be issued in the name of, and delivered to, ___________________,
      whose address is _______________________.

     

    The
      undersigned represents that the undersigned is acquiring such securities for
      its
      own account for investment and not with a view to or for sale in connection
      with
      any distribution thereof (except for any resale pursuant to, and in accordance
      with a valid registration statement effective under the Securities Act of 1933,
      as amended).

     

    Dated:

     

    
      	
               

            
	
              (Signature
                must conform in all respects to the name of the Holder as specified
                on the
                face of the Warrant)

            
	 
	
               

            
	
              (Address)

            


    

    


    *
      Insert
      here the number of shares called for on the face of the Warrant (or, in the
      case
      of a partial exercise, the portion thereof as to which the Warrant is being
      exercised).

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    FORM
      OF
      ASSIGNMENT

     

    (To
      be
      signed by the Holder only upon transfer of Warrant)

    


    For
      value
      received, the undersigned hereby sells, assigns and transfers unto
      _________________________ the right represented by the within Warrant to
      purchase _________ shares of Common Stock of BBM Holdings, Inc. to which the
      within Warrant relates, and hereby does irrevocably constitute and appoint
      ______________________________ Attorney to transfer such right on the books
      of
      BBM Holdings, Inc. with full power of substitution in the premises. The Warrant
      being transferred hereby is one of the Warrants issued by BBM Holdings, Inc.
      as
      of November 12, 2008.

     

    Dated:_______________

     

    
      	
               

            
	
              (Signature
                must conform in all respects to name of Holder as specified on the
                face of
                the Warrant)

            
	 
	 
	
              (Address)

            


    

    


    
      	
               

            
	
              Medallion
                signature guaranteed by a bank or trust company having its principal
                office in New York City or by a Member Firm of the New York Stock
                Exchange
                or American Stock Exchange

            


    

    


    
      
        
        

      

      
        12