Unassociated Document


    Exhibit
      4.24

    FORM
      OF WARRANT

    


    NEITHER
      THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HAVE BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
      OR UNDER ANY STATE SECURITIES LAW. THE COMPANY WILL NOT TRANSFER THIS WARRANT,
      OR ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE, UNLESS (i) THERE IS AN
      EFFECTIVE REGISTRATION COVERING THIS WARRANT OR SHARES UNDER THE SECURITIES
      ACT
      AND APPLICABLE STATE SECURITIES LAWS, (ii) IT FIRST RECEIVES AN OPINION FROM
      COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, STATING THAT THE
      PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND
      UNDER
      ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT
      TO
      RULE 144 PROMULGATED UNDER THE SECURITIES ACT.

     

    Date
      of
      Issuance:      , 2008

     

    VERSADIAL,
      INC.

     

    Stock
      Purchase Warrant

     

    (Void
      after           , 2013
      )

    


    VERSADIAL,
      INC., a Nevada corporation (the “Company”),
      for
      value received, hereby certifies and agrees
      that                                                 
, or its registered assigns (the “Registered
      Holder”),
      is
      entitled, subject to the terms set forth below, to purchase from the Company,
      at
      any time or from time to time on or after the date hereof (the “Date
      of Issuance”)
      and on
      or before 5:00 p.m. New York time on [five years from original issue date]
      (such
      date and time, the “Expiration
      Time”),
      [                                                                
 ]
      (               
 ) duly authorized, validly issued, fully paid and non-assessable shares of
      the Company’s
      common stock, $0.0001 par value per share (the “Common
      Stock”),
      at an
      initial exercise price equal to $2.00 per share, subject to adjustment in
      certain cases as described herein. The shares issuable upon exercise of this
      Warrant, and the purchase price per share, are hereinafter referred to as the
      “Warrant Shares” and the “Exercise Price,” respectively. The term “Warrant” as
      used herein shall include this Warrant and any other warrants delivered in
      substitution or exchange therefor, as provided herein. This Warrant shall
      terminate at the Expiration Time. 

    


    This
      Warrant is one of the Warrants of the Company issued pursuant to that certain
      Securities Purchase Agreement dated as of January , 2008 by and among the
      Company and the Investors named on the signature pages thereof (the
“Securities
      Purchase Agreement”).
      Any
      capitalized term used and not otherwise defined herein shall have the meaning
      given such term in the Securities Purchase Agreement. The Warrant Shares are
      entitled to the benefits of a Registration Rights Agreement dated as of January
      , 2008 by and among the Company and the Investors named on the signature pages
      thereof.

    


    
      
        
        

      

      
        
          Warrant
            1

        

        
          

        

      

      
        
        

      

    

     

    1. Exercise.

     

    1.1  Method
      of Exercise

    


    (a) This
      Warrant may be exercised by the Registered Holder at any time from time to
      time,
      in whole or in part, prior to the Expiration Time by surrendering this Warrant,
      with a Notice of Exercise in the form of Annex A hereto (the “Notice of
      Exercise”) duly executed by such Registered Holder or by such Registered
      Holder’s duly authorized attorney, at the principal office of the Company set
      forth on the signature page hereto, or at such other office or agency as the
      Company may designate in writing (the “Company’s Office”), accompanied by
      payment in full, in lawful money of the United States (by wire transfer of
      immediately available funds or by bank cashier’s or certified check), of the
      Exercise Price payable in respect of the number of shares of Warrant Shares
      purchased upon such exercise. In lieu of cash payment, the Warrant may be
      exercised through a cashless exercise in the manner set forth in Section 1.2
      below.

     

    (b) Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the day on which the appropriate Annex form shall
      be
      dated and directed to the Company (as evidenced by the applicable postmark
      or
      other evidence of transmittal) as provided in Section 1.1(a) hereof. At such
      time, the person or persons in whose name or names any certificates for Warrant
      Shares shall be issuable upon such exercise as provided in Section 1.1(c) hereof
      shall be deemed to have become the holder or holders of record of the Warrant
      Shares represented by such certificates.

    


    (c) As
      soon
      as practicable after the exercise of this Warrant, in full or in part, and
      in
      any event within five (5) Business Days thereafter, the Company, at its expense,
      will cause to be issued in the name of, and delivered to, the Registered Holder,
      or as such Registered Holder (upon payment by such Registered Holder of any
      applicable transfer taxes) may direct:

     

    (i) a
      certificate or certificates for the number of full Warrant Shares to which
      such
      Registered Holder shall be entitled upon such exercise plus, in lieu of any
      fractional share to which such Registered Holder would otherwise be entitled,
      cash in an amount determined pursuant to Section 3 hereof; and

     

    (ii) in
      case
      such exercise is in part only, a new warrant or warrants (dated the date hereof)
      of like tenor, representing in the aggregate on the face or faces thereof the
      number of Warrant Shares equal (without giving effect to any adjustment therein)
      to the number of such shares called for on the face of this Warrant minus the
      number of such shares purchased by the Registered Holder upon such exercise
      as
      provided in Section 3 hereof or received pursuant to Section 1.2
      hereof.

     

    
      
        
        

      

      
        
          Warrant
            2

        

        
          

        

      

      
        
        

      

    

     

    1.2. Exercise
      by Surrender of Warrant.
      In
      addition to the method of payment set forth in Section 1.1 and in lieu of any
      cash payment required thereunder, this Warrant may be exercised by surrendering
      this Warrant in the manner specified in this Section 1.2, together with
      irrevocable instructions to the Company to issue in exchange for this Warrant
      the number of shares of the Common Stock equal to the product of (x) the number
      of shares of the Common Stock underlying this Warrant multiplied by (y) a
      fraction, the numerator of which is the Market Value (as defined below) of
      the
      Common Stock less the Exercise Price and the denominator of which is such Market
      Value. As used herein, the phrase “Market Value” at any date shall be deemed to
      be the last reported sale price, or, in case no such reported sale takes place
      on such day, the average of the last reported sale prices for the last five
      (5)
      trading days, in either case as officially reported by the principal securities
      exchange on which the Common Stock is listed or the NASD’s OTC Bulletin Board if
      admitted to trading thereon, or, if the Common Stock is not so reported, the
      average closing bid price as furnished by the Pink Sheets LLC or similar
      organization if Pink Sheets LLC is no longer reporting such information, or
      if
      the Common Stock is not so quoted, as determined in good faith by resolution
      of
      the Board of Directors of the Company, based on the best information available
      to it.

     

    2. Shares
      to be Fully Paid; Reservation of Shares; Fractional
      Shares.The
      Company covenants and agrees that all shares of the Common Stock which may
      be
      issued upon the exercise of the rights represented by this Warrant will, upon
      issuance by the Company, be validly issued, fully paid and nonassessable, and
      free from preemptive rights and free from all taxes, liens, security interests
      and charges with respect thereto. The Company further covenants and agrees
      that,
      from and after the Date of Issuance and during the period within which the
      rights represented by this Warrant may be exercised, the Company will at all
      times have authorized, and reserve, free from preemptive rights, out of its
      authorized but unissued shares of the Common Stock, solely for the purpose
      of
      effecting the exercise of this Warrant, a sufficient number of shares of the
      Common Stock to provide for the exercise of the rights represented by this
      Warrant. The Company shall not be required upon the exercise of this Warrant
      to
      issue any fractional shares but shall make an adjustment therefor in cash on
      the
      basis of the Market Value for each fractional share of the Common Stock which
      would be issuable upon exercise of this Warrant.

    


    3. Requirements
      for Transfer.

    


    (a) Warrant
      Register. The Company will maintain a register (the “Warrant Register”)
      containing the names and addresses of the Registered Holder or Registered
      Holders. Any Registered Holder of this Warrant or any portion thereof may change
      its address as shown on the Warrant Register by written notice to the Company
      requesting such change, and the Company shall promptly make such change. Until
      this Warrant is transferred on the Warrant Register of the Company, the Company
      may treat the Registered Holder as shown on the Warrant Register as the absolute
      owner of this Warrant for all purposes, notwithstanding any notice to the
      contrary, provided, however, that if and when this Warrant is properly assigned
      in blank, the Company may, but shall not be obligated to, treat the bearer
      hereof as the absolute owner hereof for all purposes, notwithstanding any notice
      to the contrary. 

    


    
      
        
        

      

      
        
          Warrant
            3

        

        
          

        

      

      
        
        

      

       

    

    (b) Warrant
      Agent. The Company may, by written notice to the Registered Holder, appoint
      an agent for the purpose of maintaining the Warrant Register referred to in
      Section 3(a) hereof, issuing shares of the Common Stock issuable upon the
      exercise of this Warrant, exchanging this Warrant, replacing this Warrant or
      any
      or all of the foregoing. Thereafter, any such registration, issuance, exchange,
      or replacement, as the case may be, may be made at the office of such
      agent.

    


    (c) Transfer.
      Subject to the provisions of this Section 3, this Warrant and all rights
      hereunder are transferable, in whole or in part, upon the surrender of this
      Warrant with a properly executed Assignment Form in substantially the form
      attached hereto as Annex B (the “Assignment”) at the principal office of the
      Company.

    


    (d) Exchange
      of Warrant Upon a Transfer.
      On
      surrender of this Warrant for exchange, properly endorsed on the Assignment
      and
      subject to the provisions of this Warrant and with the limitations on
      assignments and transfers as contained in this Section 3, the Company at its
      expense shall issue to or on the order of the Registered Holder a new warrant
      or
      warrants of like tenor, in the name of the Registered Holder or as the
      Registered Holder (on payment by the Registered Holder of any applicable
      transfer taxes) may direct, for the number of shares issuable upon exercise
      hereof.

    


    4. Adjustment.
      

    


    (a) Computation
      of Adjusted Exercise Price.
      Except
      as hereinafter provided, in case the Company shall at any time after the date
      hereof issue or sell any shares of its Stock (as defined in Section 4(g)), other
      than the issuances or sales referred to in Section 4(h) hereof, for a
      consideration per share less than the Exercise Price in effect immediately
      prior
      to the issuance or sale of such shares, or without consideration, then forthwith
      upon such issuance or sale, the Exercise Price shall (until another such
      issuance or sale) be reduced to the price (calculated to the nearest full cent)
      equal to the quotient derived by dividing (A) an amount equal to the sum of
      (X)
      the product of (a) the Exercise Price in effect immediately prior to such
      issuance or sale, multiplied by (b) the total number of shares of Stock
      outstanding immediately prior to such issuance or sale, plus (Y) the aggregate
      of the amount of all consideration, if any, received by the Company upon such
      issuance or sale, by (B) the total number of shares of Stock outstanding
      immediately after such issuance or sale; provided, however, that in no event
      shall the Exercise Price be adjusted pursuant to this computation to an amount
      in excess of the Exercise Price in effect immediately prior to such computation,
      except in the case of a combination of outstanding shares of Stock, as provided
      by Section 4(c) hereof. For the purposes of this Section 4 the term Exercise
      Price shall mean the Exercise Price per share set forth on the first page of
      this Warrant, as adjusted from time to time pursuant to the provisions of this
      Section 4.

     

    (i) For
      purposes of any computation to be made in accordance with this Section 4(a),
      the
      following provisions shall be applicable:

     

    
      
        
        

      

      
        
          Warrant
            4

        

        
          

        

      

      
        
        

      

       

    

    (ii) In
      case
      of the issuance or sale of shares of Stock for a consideration part or all
      of
      which shall be cash, the amount of the cash consideration shall be deemed to
      be
      the amount of cash received by the Company for such shares (or, if shares of
      Stock are offered by the Company for subscription, the subscription price,
      or,
      if either of such securities shall be sold to underwriters or dealers for public
      offering without a subscription price, the public offering price, before
      deducting therefrom any compensation paid or discount allowed in the sale,
      underwriting or purchase thereof by underwriters or dealers or other persons
      or
      entities performing similar services), or any expenses incurred in connection
      therewith.

     

    (iii) In
      case
      of the issuance or sale (otherwise than as a dividend or other distribution
      on
      any stock of the Company) of shares of Stock for a consideration part or all
      of
      which shall be other than cash, the amount of the consideration therefor other
      than cash shall be deemed to be the value of such consideration as determined
      in
      good faith by the Board of Directors of the Company.

     

    (iv) Shares
      of
      Stock issuable by way of dividend or other distribution on any capital stock
      of
      the Company shall be deemed to have been issued immediately after the opening
      of
      business on the day following the record date for the determination of
      stockholders entitled to receive such dividend or other distribution and shall
      be deemed to have been issued without consideration.

     

    (v) The
      reclassification of securities of the Company other than shares of Stock into
      securities including shares of Stock shall be deemed to involve the issuance
      of
      such shares of Stock for consideration other than cash immediately prior to
      the
      close of business on the date fixed for the determination of security holders
      entitled to receive such shares, and the value of the consideration allocable
      to
      such shares of Stock shall be determined as provided in Section
      4(a)(iii).

     

    (vi) If,
      in
      any case, the total number of shares of the Common Stock issuable upon exercise
      of any Option (as hereinafter defined) or upon exercise, conversion or exchange
      of any Convertible Security (as hereinafter defined), is not, in fact, issued
      and the rights to exercise such Option or to exercise, convert or exchange
      such
      Convertible Security shall have expired or terminated, the Exercise Price then
      in effect will be readjusted to the Exercise Price which would have been in
      effect at the time of such expiration or termination had such Option or
      Convertible Security, to the extent outstanding immediately prior to such
      expiration or termination (other than in respect of the actual number of shares
      of the Common Stock issued upon exercise or conversion thereof), never been
      issued.

     

    (b) Options,
      Rights, Warrants and Convertible and Exchangeable Securities.

     

    (i) In
      case
      the Company shall at any time after the date hereof issue options, rights or
      warrants to subscribe for shares of Stock (collectively, “Options” and
      individually, an “Option”), or issue any securities convertible into or
      exchangeable for shares of Stock (collectively, “Convertible Securities” and
      individually, “Convertible Security”), for a consideration per share less than
      the Exercise Price in effect immediately prior to the issuance of such Options
      or such Convertible Securities, or without consideration, the Exercise Price
      in
      effect immediately prior to the issuance of such Options or such Convertible
      Securities, as the case may be, shall be reduced to a price determined by making
      a computation in accordance with the provisions of Section 4(a) hereof, provided
      that:

     

    
      
        
        

      

      
        
          Warrant
            5

        

        
          

        

      

      
        
        

      

       

    

    (ii) The
      aggregate maximum number of shares of Stock, as the case may be, issuable under
      such Options shall be deemed to be issued and outstanding at the time such
      Options were issued, for a consideration equal to the minimum purchase price
      per
      share provided for in such Options at the time of issuance, plus the
      consideration (determined in the same manner as consideration received on the
      issue or sale of shares in accordance with the terms of this Warrant), if any,
      received by the Company for such Options. The aggregate maximum number of shares
      of Stock issuable upon conversion or exchange of any Convertible Securities
      shall be deemed to be issued and outstanding at the time of issuance of such
      Convertible Securities, and for a consideration equal to the consideration
      (determined in the same manner as consideration received on the issue or sale
      of
      shares of Stock in accordance with the terms of this Warrant) received by the
      Company for such Convertible Securities, plus the minimum consideration, if
      any,
      receivable by the Company upon the conversion or exchange thereof. If any change
      shall occur in the price per share provided for in any of the Options referred
      to in this subsection, or in the price per share at which the Convertible
      Securities referred to in this subsection are exchangeable, such Options or
      Convertible Securities, as the case may be, shall be deemed to have expired
      or
      terminated on the date when such price change became effective in respect to
      shares not theretofore issued pursuant to the exercise or exchange thereof,
      and
      the Company shall be deemed to have issued upon such date new Options or
      Convertible Securities at the new price in respect of the number of shares
      issuable upon the exercise of such Options or the conversion or exchange of
      such
      Convertible Securities.

     

    (c) Subdivision
      and Combination.
      If the
      Company at any time subdivides (by any stock split, stock dividend,
      recapitalization, reorganization, reclassification or otherwise) the shares
      of
      Stock subject to acquisition hereunder into a greater number of shares, then,
      after the date of record for effecting such subdivision, the Exercise Price
      in
      effect immediately prior to such subdivision will be proportionately reduced
      and
      the number of shares of Common Stock subject to acquisition upon exercise of
      this Warrant will be proportionately increased. If the Company at any time
      combines (by reverse stock split, recapitalization, reorganization,
      reclassification or otherwise) the shares of Stock subject to acquisition
      hereunder into a smaller number of shares, then, after the date of record for
      effecting such combination, the Exercise Price in effect immediately prior
      to
      such combination will be proportionately increased and the number of shares
      of
      Common Stock subject to acquisition upon exercise of this Warrant will be
      proportionately decreased.

     

    (d) Merger
      or Consolidation. In case of any consolidation of the Company with, or
      merger of the Company into any other corporation, or in case of any sale or
      conveyance of all or substantially all of the assets of the Company other than
      in connection with a plan of complete liquidation of the Company, then, as
      a
      condition of such consolidation, merger or sale or conveyance, adequate
      provision will be made whereby the Registered Holder will have the right to
      acquire and receive upon exercise of this Warrant in lieu of the shares of
      the
      Common Stock immediately theretofore subject to acquisition upon the exercise
      of
      this Warrant, such shares of stock, securities or assets as may be issued or
      payable with respect to or in exchange for the number of shares of the Common
      Stock immediately theretofore subject to acquisition and receivable upon
      exercise of this Warrant had such consolidation, merger or sale or conveyance
      not taken place. In any such case, the Company will make appropriate provision
      to insure that the provisions of this Section 4 hereof will thereafter be
      applicable as nearly as may be in relation to any shares of stock or securities
      thereafter deliverable upon the exercise of this Warrant. 

    


    
      
        
        

      

      
        
          Warrant
            6

        

        
          

        

      

      
        
        

      

       

    

    (e) Notice
      of Adjustment. Upon the occurrence of any event which requires any
      adjustment of the Exercise Price, then and in each such case the Company shall
      give notice thereof to the Registered Holder, which notice shall state the
      Exercise Price resulting from such adjustment and the increase or decrease,
      if
      any, in the number of Warrant Shares purchasable at such price upon exercise,
      setting forth in reasonable detail the method of calculation and the facts
      upon
      which such calculation is based.

    


    (f) Adjustment
      in Number of Securities. Upon each adjustment of the Exercise Price pursuant
      to the provisions of this Section 4, the number of securities issuable upon
      the
      exercise of this Warrant shall be adjusted to the nearest full amount by
      multiplying a number equal to the Exercise Price in effect immediately prior
      to
      such adjustment by the number of Warrant Shares issuable upon exercise of this
      Warrant immediately prior to such adjustment and dividing the product so
      obtained by the adjusted Exercise Price.

    


    (g) Definition
      of Stock.
      For the
      purpose of this Agreement, the term “Stock” shall mean (i) the class of stock
      designated as the Common Stock in the Articles of Incorporation of the Company
      as may be amended as of the date hereof, or (ii) any other class of stock
      resulting from successive changes or reclassifications of such Stock consisting
      solely of changes in par value, or from par value to no par value, or from
      no
      par value to par value. 

    


    (h) No
      Adjustment of Exercise Price in Certain Cases.
      No
      adjustment of the Exercise Price shall be made:

    


    (i) Upon
      issuance or sale of this Warrant or Warrant Shares, or the other Warrants,
      if
      any, issued pursuant to the Securities Purchase Agreement and Warrant Shares
      issued upon exercise thereof, or other options, warrants and convertible
      securities outstanding as of the date hereof into or for shares of the Common
      Stock.

     

    (ii) Upon
      the
      issuance or sale of any shares of capital stock, or the grant of options
      exercisable therefor, issued or issuable after the date of this Warrant, to
      directors, officers, employees, advisers and consultants of the Company or
      any
      subsidiary pursuant to any incentive or non-qualified stock option plan or
      agreement, stock purchase plan or agreement, stock restriction agreement or
      restricted stock plan, employee stock ownership plan (ESOP), consulting
      agreement, stock appreciation right (SAR), stock depreciation right (SDR),
      bonus
      stock arrangement, or such other similar compensatory options, issuances,
      arrangements, agreements or plans approved by the Board of
      Directors.

     

    
      
        
        

      

      
        
          Warrant
            7

        

        
          

        

      

      
        
        

      

       

    

    (iii) If
      the
      amount of said adjustment shall be less than one cent ($0.01) per security
      issuable upon exercise of this Warrant, provided, however, that in such case
      any
      adjustment that would otherwise be required then to be made shall be carried
      forward and shall be made at the time of and together with the next subsequent
      adjustment which, together with any adjustment so carried forward, shall amount
      to at least two cents ($0.02) per security issuable upon exercise of this
      Warrant.

     

    5. No
      Impairment.
      The
      Company will not, by amendment of its charter or through reorganization,
      consolidation, merger, dissolution, sale of assets 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 carry out all such terms and take all
      such
      action as may be reasonably necessary or appropriate in order to protect the
      rights of the holder of this Warrant against impairment.

     

    6. Notices
      of Record Date, Etc.If
      the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time deliverable upon the exercise of this Warrant) for
      the
      purpose of entitling or enabling them to receive any dividend or other
      distribution, or to receive any right to subscribe for or purchase any shares
      of
      stock of any class or any other securities, or to receive any other right;
      or of
      any capital reorganization of the Company, any reclassification of the capital
      stock of the Company, any consolidation or merger of the Company with or into
      another corporation (other than a consolidation or merger in which the Company
      is the surviving entity), or any transfer of all or substantially all of the
      assets of the Company; or of the voluntary or involuntary dissolution,
      liquidation or winding-up of the Company, then, and in each such case, the
      Company will mail or cause to be mailed to the Registered Holder of this Warrant
      a notice specifying, as the case may be, (i) the date on which a 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, or (ii) the
      effective date on which such reorganization, reclassification, consolidation,
      merger, transfer, dissolution, liquidation or winding-up is to take place,
      and
      the time, if any is to be fixed, as of which the holders of record of Common
      Stock (or such other stock or securities at the time deliverable upon the
      exercise of this Warrant) shall be entitled to exchange their shares of Common
      Stock (or such other stock or securities) for securities or other property
      deliverable upon such reorganization, reclassification, consolidation, merger,
      transfer, dissolution, liquidation or winding-up. Such notice shall be mailed
      at
      least ten (10) days prior to the record date or effective date for the event
      specified in such notice unless such prior notice is waived by the Registered
      Holder.

    


    7. No
      Rights of Stockholders.The
      Registered Holder shall not be entitled to vote, to receive dividends or
      subscription rights, nor shall anything contained herein be construed to confer
      upon the Registered Holder, as such, any of the rights of a stockholder of
      the
      Company, including without limitation any right to vote for the election of
      directors or upon any matter submitted to stockholders, to give or withhold
      consent to any corporate action (whether upon any recapitalization, issuance
      of
      stock, reclassification of stock, change of par value or change of stock to
      no
      par value, consolidation, merger, conveyance, or otherwise), to receive notices,
      or otherwise, until the Warrant shall have been exercised as provided herein..
      

     

    
      
        
        

      

      
        
          Warrant
            8

        

        
          

        

      

      
        
        

      

    

     

    8. Replacement
      of Warrant.Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and (in the case of loss, theft or
      destruction) upon delivery of an indemnity agreement reasonably satisfactory
      to
      the Company, or (in the case of mutilation) upon surrender and cancellation
      of
      this Warrant, the Company will issue, in lieu thereof, a new Warrant of like
      tenor.

    


    9. Limitation
      on Sales.
      The
      Registered Holder of this Warrant acknowledges that this Warrant and the Warrant
      Shares, as of the date of original issuance of this Warrant, have not been
      registered under the Securities Act of 1933, as amended (the "Securities Act"),
      and agrees not to sell, pledge, distribute, offer for sale, transfer or
      otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise
      in the absence of (i) an effective registration statement under the Securities
      Act as to this Warrant or such Warrant Shares or (ii) an opinion of counsel,
      reasonably acceptable to the Company and its counsel, that such registration
      and
      qualification are not required. The Warrant Shares issued upon exercise thereof
      shall be imprinted with a legend in substantially the following
      form:

    


    “THE
      ISSUANCE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
      PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF
      UNDER
      SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
      SAID
      ACT OR APPLICABLE STATE SECURITIES LAWS, SUPPORTED BY AN OPINION OF COUNSEL,
      REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION IS
      NOT
      REQUIRED.”

    


    10. Mailing
      of Notices, Etc.
      All
      notices and other communications from the Company to the Registered Holder
      of
      this Warrant shall be mailed by first-class certified or registered mail,
      postage prepaid, to the address furnished to the Company in writing by the
      last
      Registered Holder of this Warrant who shall have furnished an address to the
      Company in writing. All notices and other communications from the Registered
      Holder of this Warrant or in connection herewith to the Company shall be mailed
      by first-class certified or registered mail, postage prepaid, to the Company
      at
      its principal office set forth below. If the Company should at any time change
      the location of its principal office to a place other than as set forth below,
      then it shall give prompt written notice to the Registered Holder of this
      Warrant and thereafter all references in this Warrant to the location of its
      principal office at the particular time shall be as so specified in such
      notice.

    


    11. Change
      or Waiver.Any
      term
      of this Warrant may be changed or waived only by an instrument in writing signed
      by the party against which enforcement of the change or waiver is
      sought.

     

    
      
        
        

      

      
        
          Warrant
            9

        

        
          

        

      

      
        
        

      

    

     

    12. Headings.The
      headings in this Warrant are for purposes of reference only and shall not limit
      or otherwise affect the meaning of any provision of this Warrant. 

    


    13. Severability.If
      any
      provision of this Warrant shall be held to be invalid and unenforceable, such
      invalidity or unenforceability shall not affect any other provision of this
      Warrant.

    


    14. Governing
      Law and Submission to Jurisdiction.This
      Warrant will be governed by and construed in accordance with the laws of the
      State of New York without regard to principles of conflict or choice of laws
      of
      any jurisdiction. The parties hereby agree that any action, proceeding or claim
      against it arising out of, or relating in any way to this Warrant shall be
      brought and enforced in the courts of the State of New York, and irrevocably
      submit to such jurisdiction, which jurisdiction shall be exclusive.

    


    15. Supplements
      and Amendments.The
      Company and the Registered Holder may from time to time supplement or amend
      this
      Warrant in order to cure any ambiguity, to correct or supplement any provision
      contained herein which may be defective or inconsistent with any provision
      herein, or to make any other provisions in regard to matters or questions
      arising hereunder which the Company and the Holder may deem necessary or
      desirable.

    


    16. Successors.This
      Warrant shall be binding upon and shall inure to the benefit of the respective
      successors and assigns of the parties, except that the Company shall not have
      the right to assign or otherwise transfer all or any part of its rights or
      obligations hereunder or any interest herein without the prior written consent
      of the Registered Holder.

    


    17. Benefits
      of this Warrant.Nothing
      in this Warrant shall be construed to give to any person, entity or corporation
      other than the Company and the Registered Holder of the Warrant Certificate
      any
      legal or equitable right, remedy or claim under this Warrant; and this Warrant
      shall be for the sole and exclusive benefit of the Company and the Registered
      Holder of the Warrant Certificate.

    


    Balance
      of Page Intentionally left Blank

    Signature
      Page Follows

     

    
      
        
        

      

      
        
          Warrant
            10

        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, VERSADIAL, INC. has caused this Warrant to be signed by its
      duly authorized officer under its corporate seal and to be dated on the day
      and
      year first written above.

    


    
      	 	
              VERSADIAL,
                INC.

            
	 	 	 
	 	
              By:

            	
               

            	
            
	 	 	
              Name:
                Geoffrey Donaldson

            
	 	 	
              Title:
                Chairman of the Board

            


    

     

    
      	 	
              Principal
                Office:

            	
              305
                Madison Avenue

            
	 	 	 	
              Suite
                4510

            
	 	 	 	
              New
                York, NY 10165

            


    

     

    
      
        
        

      

      
        
          Warrant
            11

        

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

    


    NOTICE
      OF EXERCISE FORM


    


    
      	
              To:

            	
              Dated:                                            
                

            


    

    


    The
      undersigned, pursuant to the provisions in the attached Warrant, hereby
      irrevocably elects to: [check the appropriate box]

    


    __
      (i) purchase
      _____ shares of Common Stock covered by such Warrant and hereby makes payment
      of
      $_______, representing the full purchase price for shares at the exercise price
      per share provided for in such Warrant. Enclosed herewith is payment of the
      exercise price of such shares in full; or 

    


    __
      (ii)
      exercise the Warrant on a “cashless” basis in the manner set forth in Section
      1.2 of the Warrant. Such calculation results in the net issuance of _______
      shares of Common Stock of the Company to the undersigned. 

    


    Please
      have the shares of Common Stock of the Company issuable pursuant to this
      exercise delivered to ________________.

    


    


    Signature:

    Dated: 

    Address:

     

    
      
        
        

      

      
        
          Warrant
            12

        

        
          

        

      

      
        
        

      

    

    


    ANNEX
      B

    


    ASSIGNMENT
      FORM

    


    FOR
      VALUE
      RECEIVED, _________________________________ hereby sells, assigns and transfers
      all of the rights of the undersigned under the attached Warrant with respect
      to
      the number of shares of Common Stock covered thereby set forth below,
      unto:

    


    
      	
              Name
                of Assignee

            	 	
              Address

            	 	
              No.
                of Shares

            


    

    


    
      	 	
              Dated:
                

            
	 	 
	 	
              Signature: 

            
	 	
              Dated:

            
	 	 
	 	
              Witness: 

            


    

     

    
      
        
        

      

      
        
          Warrant
            13