Exhibit
      4.3

    


    WAIVER
      AND ACKNOWLEDGEMENT

    


    THIS
      WAIVER AND ACKNOWLEDGEMENT is entered into as of November 13, 2008 and is made
      by and between Juma Technology Corp., a Delaware corporation (the “Issuer”),
      Vision Opportunity Master Fund, Ltd. (“VOMF”)
      and
      Vision Capital Advantage Fund, L.P. (“VCAF,”
and
      together with VOMF, the “Holders”).

    


    WHEREAS,
      the Issuer is the issuer and the Holders are the holders of those certain Senior
      Secured 10% Convertible Promissory Notes (the “Notes”),
      those
      certain Series B and Series C Warrants of the Issuer (the “Warrants”),
      and
      the number of shares of Series A Convertible Preferred Stock (the “Series
      A”)
      and
      Series B Convertible Preferred Stock (the “Series
      B”
and
      together with the Series A, the “Preferred
      Stock”),
      all
      of which are listed on Exhibit
      A
      hereto
      (and all of which are referred to collectively herein as the “Securities”);

    


    WHEREAS,
      the Issuer and the Holders have entered into that certain Amendment No. 2 to
      Series B Warrants and Amendment No. 4 to Series C Warrants (the “Warrant
      Amendment”)
      dated
      as of the date hereof;

    


    WHEREAS,
      the Holders have consented to and the Issuer has adopted those certain
      amendments to the Certificate of Designation of the Relative Rights and
      Preferences of the Series A, which was filed with the Secretary of State of
      the
      State of Delaware on November [ ], 2008 (the “Amend\ed
      Series A Certificate”);

    


    WHEREAS,
      the Holders have consented to and the Issuer has adopted those certain
      amendments to the Certificate of Designation of the Relative Rights and
      Preferences of the Series B, which was filed with the Secretary of State of
      the
      State of Delaware on November [ ], 2008 (the “Amended
      Series B Certificate”
and
      together with the Amended Series A Certificate, the “Amended
      Certificates”);

    


    WHEREAS,
      the Securities each have certain price protection (collectively, the
“Price
      Protections”)
      whereby the exercise or conversion price, as applicable, of the Securities
      are
      adjusted upon the issuance by the Issuer of Common Stock Equivalents (as that
      term is defined in Notes, the Warrants and the Amended
      Certificates);

    


    AND
      WHEREAS, the Issuer and the Holders now desire to acknowledge certain of the
      Price Protections and waive certain others as more fully set forth
      below.

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties intending to be legally bound hereby
      agree as follows:

    


    	1.  	
            The
              Issuer acknowledges that the Warrant Amendment triggers the Price
              Protections of the Notes, which has the effect of adjusting the Conversion
              Price (as that term is defined in the Notes) of the Notes to
              $0.25.

          


    


    	2.  	
            The
              Holders hereby waive any Price Protections they have under the Warrants
              arising out of the execution of the Warrant Amendment or the adoption
              of
              the Amended Certificates.

          



    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    	3.  	
            The
              Holders hereby waive any Price Protections they have under the Amended
              Series B Certificate arising out of the execution of the Warrant Amendment
              or the adoption of the Amended
              Certificates.

          


    


    	4.  	
            The
              Holders further acknowledge that other than as set forth in the Warrant
              Amendment, neither the execution of the Warrant Amendment nor the adoption
              of the Amended Certificates will result in any changes to the number
              of
              shares purchasable by the Holders pursuant to the Warrants.
              

          


    


    	5.  	
            Each
              of the parties confirms that the waivers given herein are limited to
              the
              specific circumstances laid out in this Waiver and
              Acknowledgement.

          


    


    IN
      WITNESS WHEREOF, the parties have executed this WAIVER AND ACKNOWLEDGEMENT
      as of
      the date first above written.

     

    
      	
              The
                Issuer:

            
	
              JUMA
                TECHNOLOGY CORP.

            
	 	 
	
              By:

            	
              /s/

            
	 	
              Anthony
                Fernandez

            
	 	
              Chief
                Financial Officer

            
	 	 
	
              The
                Holders:

            
	
              VISION
                OPPORTUNITY MASTER FUND, LTD.

            
	 	 
	
              By:

            	
              /s/

            
	 	
              Adam
                Benowitz

            
	 	
              Director

            
	 	 
	
              VISION
                CAPITAL ADVANTAGE FUND, L.P.

            
	
              By:
                VCAF GP, LLC

            
	
              Its:
                General Partner

            
	 	 
	
              By:

            	
              /s/

            
	 	
              Adam
                Benowitz

            
	 	
              Authorized
                Signatory

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    The
      Securities:

    


    Notes

    
      	
              Holder

            	 	
              Principal Outstanding

            	 	
              Dated As Of

            
	
              Vision
                Opportunity Master Fund, Ltd.

            	 	
              $1,929,674

            	 	
              November
                29, 2007

            
	
              Vision
                Opportunity Master Fund, Ltd.

            	 	
              $463,122

            	 	
              November
                29, 2007

            
	
              Vision
                Opportunity Master Fund, Ltd.

            	 	
              $1,119,211

            	 	
              March
                7, 2008

            
	
              Vision
                Opportunity Master Fund, Ltd.

            	 	
              $1,119,211

            	 	
              June
                20, 2008

            
	
              Vision
                Capital Advantage Fund, L.P.

            	 	
              $570,326

            	 	
              November
                29, 2007

            
	
              Vision
                Capital Advantage Fund, L.P.

            	 	
              $136,878

            	 	
              November
                29, 2007

            
	
              Vision
                Capital Advantage Fund, L.P.

            	 	
              $330,789

            	 	
              March
                7, 2008

            
	
              Vision
                Capital Advantage Fund, L.P.

            	 	
              $330,789

            	 	
              June
                20, 2008

            


    

    


    Warrants

    
      	
              Holder

            	 	
              Warrant Series

            	 	
              Warrant Number

            
	
              Vision
                Opportunity Master Fund, Ltd.

            	 	
              Series
                B Warrant

            	 	
              W-B-01A

            
	
              Vision
                Opportunity Master Fund, Ltd.

            	 	
              Series
                C Warrant

            	 	
              W-C-01A

            
	
              Vision
                Capital Advantage Fund, L.P.

            	 	
              Series
                B Warrant

            	 	
              W-B-01B

            
	
              Vision
                Capital Advantage Fund, L.P.

            	 	
              Series
                C Warrant

            	 	
              W-C-01B

            


    

    


    Preferred
      Stock

    
      	
              Holder

            	 	
              Series

            	 	
              Number of Shares Held

            
	
              Vision
                Opportunity Master Fund, Ltd.

            	 	
              Series A Convertible Preferred

            	 	
              6,432,246

            
	
              Vision
                Opportunity Master Fund, Ltd.

            	 	
              Series
                B Convertible Preferred

            	 	
              1,011,535.4

            
	
              Vision
                Capital Advantage Fund, L.P.

            	 	
              Series
                A Convertible Preferred

            	 	
              1,901,087

            
	
              Vision
                Capital Advantage Fund, L.P.

            	 	
              Series
                B Convertible Preferred

            	 	
              298,964.6