Exhibit
      10.4

     

    CONSULTING
      AGREEMENT

     

    THIS
      CONSULTING AGREEMENT (this
      “Agreement”) is entered into effective the 28th
      day of
      July 2008 by and between Ariel Emanuel, an individual (“Consultant”), and
      TableMAX Holdings, LLC, a California limited liability company (the
“Company”).

     

    WHEREAS,
      in
      connection with the transactions contemplated by the Unit Exchange Agreement
      (the “Unit Exchange Agreement”) dated as of June 27, 2008 by and among CJPG,
      Inc., a Nevada corporation (“CJPG”), the Company, and the members of the
      Company, and only subject to their consummation, the Company desires to engage
      Consultant on a limited basis, and Consultant desires to accept such engagement,
      pursuant to the terms and conditions set forth in this Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants herein contained, the parties agree as
      follows:

     

    1. Services.
      The
      Company hereby agrees to engage Consultant on a limited basis to provide various
      consulting services on behalf of the Company, and Consultant hereby accepts
      such
      engagement with the Company on the terms and conditions set forth herein.
      Consultant shall report directly to and shall perform all activities and
      services reasonably requested by the Company’s Chief Executive Officer (the
“Services”). Consultant shall use his best efforts to make himself available to
      render such Services to the best of his abilities. The Services shall be
      performed in a good professional and workmanlike manner by Consultant, to the
      Company’s reasonable satisfaction. Consultant shall not be required to devote
      more than five hours during any calendar week nor more than ten hours during
      any
      calendar month in the performance of his services hereunder. Consultant shall
      be
      allowed to perform the services required hereunder from his personal home or
      office.

     

    2. Term.
      The
      parties agree that this agreement shall have a term of two years from the date
      hereof. 

     

    3. Compensation. In
      consideration for Consultant entering into this Agreement
      with
      Company and performing the Services required hereunder:

     

    3.1 Equity
      Grants.
      Subject
      to, and within the first two business days following, the closing of the
      transactions contemplated by the Unit Exchange Agreement (the “Closing”), the
      Company hereby agrees to cause CJPG to issue to Consultant, or Consultant’s
      respective designee, 370,346 shares (“Shares”) of CJPG Common Stock and two
      warrants (the “Warrants”), both in the form similar to that attached hereto as
Exhibit A.
      

     

    (a) The
      first
      Warrant will grant Consultant the right to purchase up to 1,141,902 shares
      of
      CJPG Common Stock at an exercise price of $0.405 per share.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) The
      second Warrant will grant Consultant the right to purchase an aggregate of
      1,234,488 shares of CJPG’s common stock, at an exercise price of $0.405 per
      share.

     

    The
      Shares shall vest and become fully paid on the one year anniversary of this
      Agreement (“Anniversary Date”), subject to Consultant’s fulfillment of his
      obligations under this Agreement. In the event of Consultant’s breach of this
      Agreement prior to the Anniversary Date that remains uncured after the tenth
      (10th) day following written notice of such breach from the Company, the Shares
      shall be forfeited and subject to cancellation by the Company without further
      notice. Upon the Anniversary Date, and assuming no prior forfeiture or uncured
      breach as of such date, the Shares shall be deemed to be fully paid,
      non-assessable and without restriction other than as set forth in Section 3.2
      below. The shares of Common Stock underlying the Warrants (“Warrant Shares”),
      when issued and paid for pursuant to the terms of the Warrants, shall be fully
      paid and non-assessable upon issuance and subject to the provisions of Section
      3.2 below. The parties acknowledge that the Company intends to conduct a
6.172440476
      for
      one
      reverse split shortly after the date of this Agreement. The parties further
      acknowledge and agree the Shares and the Warrant Shares and exercise prices
      set
      forth above are pre-split amounts and shall be proportionately adjusted in
      the
      event of the reverse split.

    


    3.2 Acknowledgement.
      Consultant hereby acknowledges and agrees that the Shares, the Warrants and
      the
      Warrant Shares (collectively the “Securities”) shall be subject to the following
      provisions:

    


    (i) The
      Securities will be issued pursuant to exemptions from registration under the
      Securities Act of 1933, as amended (the “Act”), and applicable state securities
      laws, will not be registered for resale with the United States Securities and
      Exchange Commission (the “SEC”) or any state securities commission and, as such,
      will constitute “restricted securities” as defined in the Act and will bear an
      appropriate restrictive legend;

    


    (ii) Consultant
      may not offer, sell, hypothecate, pledge, transfer, assign or otherwise dispose
      of the Securities without (A) first delivering to the Company an opinion of
      counsel satisfactory to the Company that any proposed disposition or transfer
      may be made lawfully without the registration of the Securities pursuant to
      the
      Act and applicable state laws, or (B) registration of such Securities with
      the
      SEC and any appropriate state securities commissions (it being expressly
      understood that the Company shall not have any obligation to register the
      Securities);

     

    (iii) The
      parties agree that the provisions of this Section 3.2 shall survive any
      termination of this Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4. Independent
      Consultant Relationship. The
      relationship between the parties shall be strictly limited to the performance
      of
      the Services and shall not constitute a joint venture, partnership, or
      employer-employee relationship. It is expressly understood and agreed that
      Consultant is wholly separate and apart from the Company, and that under no
      circumstances are Consultant’s employees or agents to be considered the
      Company’s employees or agents. Consultant further agrees that Consultant will be
      solely responsible for all taxes and benefits relating to the Services and
      any
      and all compensation paid pursuant to this Agreement, including, but not limited
      to, self-employment tax, income tax, workers compensation, insurance, holidays,
      vacations and any other fees or taxes that may be assessed by any local, state
      or federal body. Consultant shall have no authority to bind the Company to
      any
      contract, agreement or other arrangement or make any representation or deliver
      any instructions on behalf of the Company except as expressly authorized in
      writing by the Company’s Chief Executive Officer or Chief Financial Officer.
      Moreover,
      neither
      Consultant nor any of Consultant’s employees or agents will be entitled to
      participate in any benefit plans available to the Company’s officers, directors
      or employees.

     

    5. Confidential
      Information. 

     

    Consultant
      shall
      maintain the confidentiality of all trade secrets, (whether owned or licensed
      by
      the Company) and related or other interpretative materials and analyses of
      the
      Company’s projects, or knowledge of the existence of any material, information,
      analyses, projects, proposed joint ventures, mergers, acquisitions, divestitures
      and other such anticipated or contemplated business ventures of the Company,
      and
      other confidential or proprietary information of the Company (“Confidential
      Information and Materials”) obtained by Consultant as result of this Agreement
      during the term of the Agreement and for two (2) years following termination
      of
      Consultant’s engagement with the Company.

     

    In
      the
      event that such Confidential Information and Materials are memorialized on
      any
      computer hardware, software, CD-ROM, disk, tape, or other media, Company shall
      have the right, subject to the rights of third parties under contract,
      copyright, or other law, to view, use, and copy for safekeeping or backup
      purposes such Confidential Information and Materials. During the period of
      confidentiality, Consultant shall make no use of such Confidential Information
      and Materials for its own financial or other benefit, and shall not retain
      any
      originals or copies, or reveal or disclose any Confidential Information and
      Materials to any third parties, except as otherwise expressly agreed by the
      Company. Consultant shall have no right to use the Company’s corporate logos,
      trademarks, service marks, or other intellectual property without prior written
      permission of the Company and subject to any limitations or restrictions upon
      such use as the Company may require.

     

    Upon
      expiration or termination of this Agreement, Consultant shall turn over to
      a
      designated representative of the Company all property in Consultant’s possession
      and custody and belonging to the Company. Consultant shall not retain any copies
      or reproductions of correspondence, memoranda, reports, notebooks, drawings,
      photographs or other documents relating in any way to the affairs of the Company
      and containing Confidential Information and Materials which came into
      Consultant’s possession at any time during the term of this
      Agreement.

     

    Consultant
      acknowledges that it may receive from time to time material nonpublic
      information concerning the Company and other parties involved with the Company.
      Consultant, on behalf of itself and its affiliates, acknowledges that it is
      familiar with the Federal securities laws and regulations outlawing insider
      trading and represents and covenants that it shall act in strict accordance
      with
      such laws and regulations at all times.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    The
      parties agree that the provisions of this Section 5 shall survive any
      termination of this Agreement.

     

    6. Notices.
      Any
      notice required or permitted under this Agreement shall be personally delivered
      or sent by recognized overnight courier or by certified mail, return receipt
      requested, postage prepaid, and shall be effective when received (if personally
      delivered or sent by recognized overnight courier) or on the third day after
      mailing (if sent by certified mail, return receipt requested, postage prepaid)
      at the principal place of business of Consultant or the Company, as the case
      may
      be.

     

    7. Survival
      of Certain Provisions.
      Those
      provisions of this Agreement which by their terms extend beyond the termination
      or non-renewal of this Agreement (including all representations, warranties,
      and
      covenants of the parties) shall remain in full force and effect and survive
      such
      termination or non-renewal. 

     

    8. Severability.
      Each
      provision of this Agreement shall be considered severable such that if any
      one
      provision or clause conflicts with existing or future applicable law, or may
      not
      be given full effect because of such law, this shall not affect any other
      provision which can be given effect without the conflicting provision or
      clause.

     

    9. Entire
      Agreement.
      This
      Agreement, the exhibits and any addendum hereto contain the entire agreement
      and
      understanding between the parties, and supersede all prior agreements and
      understandings relating to the subject matter hereof. There are no
      understandings, conditions, representations or warranties of any kind between
      the parties except as expressly set forth herein. 

     

    10. Assignability.
      Consultant may not assign this Agreement to any third party for whatever purpose
      without the express written consent of the Company. The Company may not assign
      this Agreement to any third party without the express written consent of
      Consultant except by operation of law, or through merger, liquidation,
      recapitalization or sale of all or substantially all of the assets of the
      Company, provided that the Company may assign this Agreement at any time to
      an
      affiliate of the Company. The provisions of this Agreement shall inure to the
      benefit of and be binding upon the parties and their respective representatives,
      successors, and assigns. 

     

    11. Headings.
      The
      headings of the paragraphs and sections of this Agreement are inserted solely
      for the convenience of reference. They shall in no way define, limit, extend,
      or
      aid in the construction of the scope, extent, or intent of this Agreement.
      

     

    12. Waiver.
      The
      failure of a party to enforce the provisions of this Agreement shall not be
      construed as a waiver of any provision or the right of such party thereafter
      to
      enforce each and every provision of this Agreement.

     

    13. Amendments.
      No
      amendments of this Agreement shall be binding upon the Company or Consultant
      unless made in writing, signed by the parties hereto, and delivered to the
      parties at the addresses provided herein.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    14. Jurisdiction.
      This
      Agreement, including the documents, instruments and agreements to be executed
      and/or delivered by the parties pursuant hereto, shall be construed, governed
      by
      and enforced in accordance with the internal laws of the State of Nevada,
      without giving effect to the principles of comity or conflicts of laws thereof.
      Consultant and the Company agree and consent that any legal action, suit or
      proceeding seeking to enforce any provision of this Agreement shall be
      instituted and adjudicated solely and exclusively in any state or Federal court
      having jurisdiction in Nevada, and Consultant and the Company agree that venue
      will be proper in such courts and waive any objection which they may have now
      or
      hereafter to the venue of any such suit, action or proceeding in such courts,
      and each hereby irrevocably consents and agrees to the jurisdiction of said
      courts in any such suit, action or proceeding. 

     

    15. Counterparts
      and Electronic Signatures.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      Agreement.

     

    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of the date first set forth
      above.

    


    
      	 	
              TABLEMAX
                HOLDINGS, LLC

            
	 	 
	 	 
	 	
              By:
                

            	
              /s/
                Stephen Crystal

            
	 	
              Name:
                Stephen Crystal

            
	 	
              Its:
                Chief Executive Officer

            
	 	 
	 	 
	 	
              CONSULTANT:

            
	 	 
	 	 
	 	
              /s/
                Ariel Emanuel

            
	 	
              Ariel
                Emanuel

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “A”

    


    NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
      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 APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR
      SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT OR (II) 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 OR BLUE SKY LAWS. THESE
      SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY
      BE
      PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED
      BY
      SUCH SECURITIES.

     

    CJPG,
      INC.

     

    WARRANT
      TO PURCHASE COMMON STOCK

     

    
      	
              Warrant
                No. [_________]

            	
                

            	
              Original
                Issue Date:
                [           ],
                2008

            


    

     

    CJPG,
      Inc., a Nevada corporation (the “Company”),
      hereby certifies that, for value received,
      [            ] or
      its permitted registered assigns (the “Holder”),
      is
      entitled to purchase from the Company up to a total of
      [            ]
      shares of common stock, $0.001 par value (the “Common
      Stock”),
      of
      the Company (each such share, a “Warrant
      Share”
and
      all
      such shares, the “Warrant
      Shares”)
      at an
      exercise price per share equal to $[      ] (as
      adjusted from time to time as provided in Section 9 herein, the “Exercise
      Price”),
      at
      any time and from time to time from on or after the date hereof (the “Trigger
      Date”) and through and including 5:00 P.M., prevailing Pacific time, on
      [             ],
      2011 (the “Expiration
      Date”),
      and
      subject to the following terms and conditions: 

    


    1.
       Definitions.
      In
      addition to the terms defined elsewhere in this Warrant (this “Warrant”),
      capitalized terms that are not otherwise defined herein have the meanings given
      to such terms in that certain Securities Purchase Agreement, dated [         ],
      2008, by
      and among the Company and the Purchasers identified therein (the “Purchase
      Agreement”).

      

    2.  Registration
      of Warrants.
      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 (which shall include the initial Holder or, as
      the
      case may be, any registered assignee to which this Warrant is permissibly
      assigned hereunder) 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. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    3.
       Registration
      of Transfers.
      Subject
      to the restrictions on transfer set forth in Section 4.1 of the Purchase
      Agreement and compliance with all applicable securities laws, the Company shall
      register the transfer of all or any portion of this Warrant in the Warrant
      Register, upon (i) surrender of this Warrant, with the Form of Assignment
      attached as Schedule
      2
      hereto
      duly completed and signed, to the Company’s transfer agent or to the Company at
      its address specified herein (ii) delivery, at the request of the Company,
      of an
      opinion of counsel reasonably satisfactory to the Company to the effect that
      the
      transfer of such portion of this Warrant may be made pursuant to an available
      exemption from the registration requirements of the Securities Act and all
      applicable state securities or blue sky laws and (iii) delivery by the
      transferee of a written statement to the Company certifying that the transferee
      is an “accredited investor” as defined in Rule 501(a) under the Securities Act
      and making the representations and certifications set forth in Section 3.2(b),
      (c) and (d) of the Purchase Agreement, to the Company at its address specified
      in the Purchase Agreement. Upon any such registration or transfer, a new warrant
      to purchase Common Stock in substantially the form of this Warrant (any such
      new
      warrant, a “New
      Warrant”)
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee, and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Holder. The
      acceptance of the New Warrant by the transferee thereof shall be deemed the
      acceptance by such transferee of all of the rights and obligations of a Holder
      of a Warrant. 

     

    4.
       Exercise
      and Duration of Warrants.
      

     

    (a)
       All
      or
      any part of this Warrant shall be exercisable by the registered Holder at any
      time and from time to time on or after the Trigger Date and through and
      including 5:00 P.M. prevailing Pacific time on the Expiration Date. At 5:00
      P.M., prevailing Pacific time, on the Expiration Date, the portion of this
      Warrant not exercised prior thereto shall be and become void and of no value
      and
      this Warrant shall be terminated and no longer outstanding. 

    


    (b) The
      Holder may exercise this Warrant by delivering to the Company (i) an exercise
      notice, in the form attached as Schedule 1 hereto (the “Exercise
      Notice”),
      appropriately completed and duly signed, (ii) payment of the Exercise Price
      for
      the number of Warrant Shares as to which this Warrant is being exercised (which
      may take the form of a “cashless exercise” if so indicated in the Exercise
      Notice and if a “cashless exercise” may occur at such time pursuant to Section
      10 below), and the date such items are delivered to the Company (as determined
      in accordance with the notice provisions hereof) is an “Exercise
      Date.”
The
      delivery by (or on behalf of) the Holder of the Exercise Notice and the
      applicable Exercise Price as provided above shall constitute the Holder’s
      certification to the Company that its representations contained in Section
      3.2(b), (c) and (d) of the Purchase Agreement are true and correct as of the
      Exercise Date as if remade in their entirety (or, in the case of any transferee
      Holder that is not a party to the Purchase Agreement, such transferee Holder’s
      certification to the Company that such representations are true and correct
      as
      to such assignee Holder as of the Exercise Date). The Holder shall not be
      required to deliver the original Warrant in order to effect an exercise
      hereunder. Execution and delivery of the Exercise Notice shall have the same
      effect as cancellation of the original Warrant and issuance of a New Warrant
      evidencing the right to purchase the remaining number of Warrant
      Shares.

    


    5.
       Delivery
      of Warrant Shares.
       Upon
      exercise of this Warrant, the Company shall promptly (but in no event later
      than
      three Trading Days after the Exercise Date) issue or cause to be issued and
      cause to be delivered to or upon the written order of the Holder and in such
      name or names as the Holder may designate (provided that, if the Registration
      Statement is not effective and the Holder directs the Company to deliver a
      certificate for the Warrant Shares in a name other than that of the Holder
      or an
      Affiliate of the Holder, it shall deliver to the Company on the Exercise Date
      an
      opinion of counsel reasonably satisfactory to the Company to the effect that
      the
      issuance of such Warrant Shares in such other name may be made pursuant to
      an
      available exemption from the registration requirements of the Securities Act
      and
      all applicable state securities or blue sky laws), a certificate for the Warrant
      Shares issuable upon such exercise, free of restrictive legends, unless a
      registration statement covering the resale of the Warrant Shares and naming
      the
      Holder as a selling stockholder thereunder is not then effective or the Warrant
      Shares are not freely transferable without volume restrictions pursuant to
      Rule
      144 under the Securities Act. The Holder, or any Person permissibly so
      designated by the Holder to receive Warrant Shares, shall be deemed to have
      become the holder of record of such Warrant Shares as of the Exercise Date.
      If
      the Warrant Shares are to be issued free of all restrictive legends, the Company
      shall, upon the written request of the Holder, use its best efforts to deliver,
      or cause to be delivered, Warrant Shares hereunder electronically through The
      Depository Trust Company or another established clearing corporation performing
      similar functions, if available; provided, that, the Company may, but will
      not
      be required to, change its transfer agent if its current transfer agent cannot
      deliver Warrant Shares electronically through such a clearing
      corporation.

      

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    6.
       Charges,
      Taxes and Expenses.
      Issuance and delivery of certificates for shares of Common Stock upon exercise
      of this Warrant shall be made without charge to the Holder for any issue or
      transfer tax, transfer agent fee or other incidental tax or expense in respect
      of the issuance of such certificates, all of which taxes and expenses shall
      be
      paid by the Company; provided,
      however,
      that
      the Company shall not be required to pay any tax which may be payable in respect
      of any transfer involved in the registration of any certificates for Warrant
      Shares or Warrants in a name other than that of the Holder or an Affiliate
      thereof. The Holder shall be responsible for all other tax liability that may
      arise as a result of holding or transferring this Warrant or receiving Warrant
      Shares upon exercise hereof. 

     

    7.
       Replacement
      of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction (in such case) and, in each case, a customary and
      reasonable indemnity (which shall not include a surety bond), if requested.
      Applicants for a New Warrant under such circumstances shall also comply with
      such other reasonable regulations and procedures and pay such other reasonable
      third-party costs as the Company may prescribe. If a New Warrant is requested
      as
      a result of a mutilation of this Warrant, then the Holder shall deliver such
      mutilated Warrant to the Company as a condition precedent to the Company’s
      obligation to issue the New Warrant. 

     

    8.
       Reservation
      of Warrant Shares.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued and otherwise unreserved Common
      Stock, solely for the purpose of enabling it to issue Warrant Shares upon
      exercise of this Warrant as herein provided, the number of Warrant Shares which
      are then issuable and deliverable upon the exercise of this entire Warrant,
      free
      from preemptive rights or any other contingent purchase rights of persons other
      than the Holder (taking into account the adjustments and restrictions of
Section
      9).
      The
      Company covenants that all Warrant Shares so issuable and deliverable shall,
      upon issuance and the payment of the applicable Exercise Price in accordance
      with the terms hereof, be duly and validly authorized, issued and fully paid
      and
      nonassessable. The Company will take all such action as may be necessary to
      assure that such shares of Common Stock may be issued as provided herein without
      violation of any applicable law or regulation, or of any requirements of any
      securities exchange or automated quotation system upon which the Common Shares
      may be listed.

     

    9.
       Certain
      Adjustments.
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this
Section
      9.
      

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (a)  Stock
      Dividends and Splits.
      If the
      Company, at any time while this Warrant is outstanding, (i) pays a stock
      dividend on its Common Stock or otherwise makes a distribution on any class
      of
      capital stock that is payable in shares of Common Stock, (ii) subdivides its
      outstanding shares of Common Stock into a larger number of shares, or (iii)
      combines its outstanding shares of Common Stock into a smaller number of shares,
      then in each such case the Exercise Price shall be multiplied by a fraction,
      the
      numerator of which shall be the number of shares of Common Stock outstanding
      immediately before such event and the denominator of which shall be the number
      of shares of Common Stock outstanding immediately after such event. Any
      adjustment made pursuant to clause (i) of this paragraph shall become effective
      immediately after the record date for the determination of stockholders entitled
      to receive such dividend or distribution, and any adjustment pursuant to clause
      (ii) or (iii) of this paragraph shall become effective immediately after the
      effective date of such subdivision or combination. 

     

    (b) Fundamental
      Transactions.
      If, at
      any time while this Warrant is outstanding (i) the Company effects any merger
      or
      consolidation of the Company with or into another Person, in which the Company
      is not the survivor, (ii) the Company effects any sale of all or substantially
      all of its assets or a majority of its Common Stock is acquired by a third
      party, in each case, in one or a series of related transactions, (iii) any
      tender offer or exchange offer (whether by the Company or another Person) is
      completed pursuant to which all or substantially all of the holders of Common
      Stock are permitted to tender or exchange their shares for other securities,
      cash or property, or (iv) 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
      (other than as a result of a subdivision or combination of shares of Common
      Stock covered by Section 9(a) above) (in any such case, a “Fundamental
      Transaction”),
      then
      the Holder shall have the right thereafter to receive, upon exercise of this
      Warrant, the same amount and kind of securities, cash or property as it would
      have been entitled to receive upon the occurrence of such Fundamental
      Transaction if it had been, immediately prior to such Fundamental Transaction,
      the holder of the number of Warrant Shares then issuable upon exercise in full
      of this Warrant without regard to any limitations on exercise contained herein
      (the “Alternate
      Consideration”).
      The
      Company shall not effect any such Fundamental Transaction unless prior to or
      simultaneously with the consummation thereof, any successor to the Company,
      surviving entity or the corporation purchasing or otherwise acquiring such
      assets or other appropriate corporation or entity shall assume the obligation
      to
      deliver to the Holder, such Alternate Consideration as, in accordance with
      the
      foregoing provisions, the Holder may be entitled to purchase and/or receive
      (as
      the case may be), and the other obligations under this Warrant. The provisions
      of this paragraph (c) shall similarly apply to subsequent transactions analogous
      to a Fundamental Transaction.

    


    (c)
       Number
      of Warrant Shares.
      Simultaneously with any adjustment to the Exercise Price pursuant to paragraph
      (a) of this Section, the number of Warrant Shares that may be purchased upon
      exercise of this Warrant shall be increased or decreased proportionately, so
      that after such adjustment the aggregate Exercise Price payable hereunder for
      the increased or decreased number of Warrant Shares shall be the same as the
      aggregate Exercise Price in effect immediately prior to such adjustment.


                                    

    (d)
       Calculations.
      All
      calculations under this Section
      9
      shall be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as applicable. The number of shares of Common Stock outstanding at any
      given time shall not include shares owned or held by or for the account of
      the
      Company, and the sale or issuance of any such shares shall be considered an
      issue or sale of Common Stock. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (e)
       Notice
      of Adjustments.
      Upon
      the occurrence of each adjustment pursuant to this Section
      9,
      the
      Company at its expense will, at the written request of the Holder, promptly
      compute such adjustment, in good faith, in accordance with the terms of this
      Warrant and prepare a certificate setting forth such adjustment, including
      a
      statement of the adjusted Exercise Price and adjusted number or type of Warrant
      Shares or other securities issuable upon exercise of this Warrant (as
      applicable), describing the transactions giving rise to such adjustments and
      showing in detail the facts upon which such adjustment is based. Upon written
      request, the Company will promptly deliver a copy of each such certificate
      to
      the Holder and to the Company’s transfer agent. 

     

    (f)
       Notice
      of Corporate Events.
      If,
      while this Warrant is outstanding, the Company (i) declares a dividend or any
      other distribution of cash, securities or other property in respect of its
      Common Stock, including, without limitation, any granting of rights or warrants
      to subscribe for or purchase any capital stock of the Company, (ii) authorizes
      or approves, enters into any agreement contemplating or solicits stockholder
      approval for any Fundamental Transaction or (iii) authorizes the voluntary
      dissolution, liquidation or winding up of the affairs of the Company, then,
      except if such notice and the contents thereof shall be deemed to constitute
      material non-public information, the Company shall deliver to the Holder a
      notice describing the material terms and conditions of such transaction at
      least
      ten (10) Trading Days prior to the applicable record or effective date on which
      a Person would need to hold Common Stock in order to participate in or vote
      with
      respect to such transaction, and the Company will take all steps reasonably
      necessary in order to insure that the Holder is given the practical opportunity
      to exercise this Warrant prior to such time so as to participate in or vote
      with
      respect to such transaction; provided,
      however,
      that
      the failure to deliver such notice or any defect therein shall not affect the
      validity of the corporate action required to be described in such notice.


     

    10.
       Payment
      of Exercise Price.
      The
      Holder shall pay the Exercise Price in immediately available funds; provided,
      however,
      that
      if, on any Exercise Date the shares issuable upon exercise of this Warrant
      are
      not freely resalable without restriction under the Securities Act, the Holder
      may, in its sole discretion, satisfy its obligation to pay the Exercise Price
      through a “cashless exercise”, in which event the Company shall issue to the
      Holder the number of Warrant Shares determined as follows: 

     

    X
      = Y
      [(A-B)/A] 

     

    where:
      

     

    X
      = the
      number of Warrant Shares to be issued to the Holder. 

     

    Y
      = the
      total number of Warrant Shares with respect to which this Warrant is being
      exercised. 

     

    A
      = the
      average of the Closing Sale Prices of the shares of Common Stock (as reported
      by
      Bloomberg Financial Markets) for the five Trading Days ending on the date
      immediately preceding the Exercise Date. 

     

    B
      = the
      Exercise Price then in effect for the applicable Warrant Shares at the time
      of
      such exercise. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    For
      purposes of this Warrant, “Closing
      Sale Price”
means,
      for any security as of any date, the last trade price for such security on
      the
      principal securities exchange or trading market for such security, as reported
      by Bloomberg Financial Markets, or, if such exchange or trading market begins
      to
      operate on an extended hours basis and does not designate the last trade price,
      then the last trade price of such security prior to 4:00:00 p.m., New York
      Time,
      as reported by Bloomberg Financial Markets, or if the foregoing do not apply,
      the last trade price of such security in the over-the-counter market on the
      electronic bulletin board for such security as reported by Bloomberg Financial
      Markets, or, if no last trade price is reported for such security by Bloomberg
      Financial Markets, the average of the bid prices, or the ask prices,
      respectively, of any market makers for such security as reported in the "pink
      sheets" by Pink Sheets LLC. If the Closing Sale Price cannot be calculated
      for a
      security on a particular date on any of the foregoing bases, the Closing Sale
      Price of such security on such date shall be the fair market value as mutually
      determined by the Company and the Holder. If the Company and the Holder are
      unable to agree upon the fair market value of such security, then the Company
      shall, within two business days submit via facsimile (a) the disputed
      determination of the Warrant Exercise Price to an independent, reputable
      investment bank selected by the Company and approved by the Holder or (b) the
      disputed arithmetic calculation of the Warrant Shares to the Company's
      independent, outside accountant. The Company shall cause at its expense the
      investment bank or the accountant, as the case may be, to perform the
      determinations or calculations and notify the Company and the Holder of the
      results no later than ten business days from the time it receives the disputed
      determinations or calculations. Such investment bank's or accountant's
      determination or calculation, as the case may be, shall be binding upon all
      parties absent demonstrable error. All such determinations to be appropriately
      adjusted for any stock dividend, stock split, stock combination or other similar
      transaction during the applicable calculation period

    


    For
      purposes of Rule 144 promulgated under the Securities Act, it is intended,
      understood and acknowledged that the Warrant Shares issued in a cashless
      exercise transaction shall be deemed to have been acquired by the Holder, and
      the holding period for the Warrant Shares shall be deemed to have commenced,
      on
      the date this Warrant was originally issued pursuant to the Purchase Agreement
      (provided that the Commission continues to take the position that such treatment
      is proper at the time of such exercise). 

     

    11.
       No
      Fractional Shares.
      No
      fractional Warrant Shares will be issued in connection with any exercise of
      this
      Warrant. In lieu of any fractional shares which would otherwise be issuable,
      the
      number of Warrant Shares to be issued shall be rounded up to the next whole
      number. 

     

    12.
       Notices.
      Any and
      all notices or other communications or deliveries hereunder (including, without
      limitation, any Exercise Notice) shall be in writing and shall be deemed given
      and effective on the earliest of (i) the date of transmission, if such notice
      or
      communication is delivered via facsimile at the facsimile number specified
      in
      the Purchase Agreement prior to 5:00 p.m. (prevailing Pacific time) on a Trading
      Day, (ii) the next Trading Day after the date of transmission, if such notice
      or
      communication is delivered via facsimile at the facsimile number specified
      in
      the Purchase Agreement on a day that is not a Trading Day or later than 5:00
      p.m. (prevailing Pacific time) on any Trading Day, (iii) the Trading Day
      following the date of mailing, if sent by nationally recognized overnight
      courier service specifying next business day delivery, or (iv) upon actual
      receipt by the party to whom such notice is required to be given, if by hand
      delivery. The address and facsimile number of a party for such notices or
      communications shall be as set forth in the Purchase Agreement unless changed
      by
      such party by two Trading Days’ prior notice to the other party in accordance
      with this Section 12. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    13.
       Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’
notice to the Holder, the Company may appoint a new warrant agent. Any
      corporation into which the Company or any new warrant agent may be merged or
      any
      corporation resulting from any consolidation to which the Company or any new
      warrant agent shall be a party or any corporation to which the Company or any
      new warrant agent transfers substantially all of its corporate trust or
      shareholders services business shall be a successor warrant agent under this
      Warrant without any further act. Any such successor warrant agent shall promptly
      cause notice of its succession as warrant agent to be mailed (by first class
      mail, postage prepaid) to the Holder at the Holder’s last address as shown on
      the Warrant Register. 

     

    14.
       Miscellaneous.
      

     

    (a) The
      Holder, solely in such Person's capacity as a holder of this Warrant, shall
      not
      be entitled to vote or receive dividends or be deemed the holder of share
      capital of the Company for any purpose, nor shall anything contained in this
      Warrant be construed to confer upon the Holder, solely in such Person's capacity
      as the Holder of this Warrant, any of the rights of a stockholder of the Company
      or any right to vote, give or withhold consent to any corporate action (whether
      any reorganization, issue of stock, reclassification of stock, consolidation,
      merger, amalgamation, conveyance or otherwise), receive notice of meetings,
      receive dividends or subscription rights, or otherwise, prior to the issuance
      to
      the Holder of the Warrant Shares which such Person is then entitled to receive
      upon the due exercise of this Warrant. In addition, nothing contained in this
      Warrant shall be construed as imposing any liabilities on the Holder to purchase
      any securities (upon exercise of this Warrant or otherwise) or as a stockholder
      of the Company, whether such liabilities are asserted by the Company or by
      creditors of the Company. Notwithstanding this Section 14(a), the Company shall
      provide the Holder with copies of the same notices and other information given
      to the shareholders of the Company, contemporaneously with the giving thereof
      to
      the shareholders.

     

    (b) Subject
      to the restrictions on transfer set forth on the first page hereof and in
      Section 4.1 of the Purchase Agreement, and compliance with applicable securities
      laws, this Warrant may be assigned by the Holder. This Warrant may not be
      assigned by the Company except to a successor in the event of a Fundamental
      Transaction. This Warrant shall be binding on and inure to the benefit of the
      parties hereto and their respective successors and assigns. Subject to the
      preceding sentence, nothing in this Warrant shall be construed to give to any
      Person other than the Company and the Holder any legal or equitable right,
      remedy or cause of action under this Warrant. This Warrant may be amended only
      in writing signed by the Company and the Holder, or their successors and
      assigns. 

     

    (c) GOVERNING
      LAW; VENUE; WAIVER OF JURY TRIAL. ALL QUESTIONS CONCERNING THE CONSTRUCTION,
      VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED
      BY
      AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK
      WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH PARTY HEREBY
      IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
      COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE
      ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY
      TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT
      TO
      THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY
      WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM
      THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT
      SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY
      WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN
      ANY
      SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR
      CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY
      AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES
      THAT
      SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
      THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT
      TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY HEREBY WAIVES
      ALL
      RIGHTS TO A TRIAL BY JURY. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (d)
       The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions hereof.
      

     

    (e)
       In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby, and the parties will attempt in good faith to agree upon
      a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant. 

     

    (f)
       Except
      as
      otherwise set forth herein, prior to exercise of this Warrant, the Holder hereof
      shall not, by reason of by being a Holder, be entitled to any rights of a
      stockholder with respect to the Warrant Shares. 

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK, 

    SIGNATURE
      PAGE FOLLOWS] 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above. 

     

    
      	 	
              CJPG,
                INC.

            
	 	 	 
	 	
              By:

            	
               

            
	 	
              Name:

            	
               

            
	 	
              Title:

            	
               

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      1

    FORM
      OF
      EXERCISE NOTICE 

    


    (To
      be
      executed by the Holder to exercise the right to purchase shares of Common Stock
      under the foregoing Warrant)

     

    Ladies
      and Gentlemen:

    


    (1) The
      undersigned is the Holder of Warrant No. __________ (the “Warrant”) issued by
      CJPG, Inc. a Nevada corporation (the “Company”). Capitalized terms used herein
      and not otherwise defined herein have the respective meanings set forth in
      the
      Warrant. 

    


    (2) The
      undersigned hereby exercises its right to purchase __________ Warrant Shares
      pursuant to the Warrant.

      

    (3) The
      Holder intends that payment of the Exercise Price shall be made as (check
      one):

    


    o  Cash
      Exercise 

     

    o “Cashless
      Exercise” under Section 10

    


    (4) If
      the
      Holder has elected a Cash Exercise, the Holder shall pay the sum of $_______
      in
      immediately available funds to the Company in accordance with the terms of
      the
      Warrant.

    


    (5) Pursuant
      to this Exercise Notice, the Company shall deliver to the Holder _____________
      Warrant Shares in accordance with the terms of the Warrant.

     

     

    Dated:_______________,
      _____ 

     

    Name
      of
      Holder: ___________________________

     

    By:__________________________________

    Name:
      _______________________________ 

    Title:
      _______________________________

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      2

    


    CJPG,
      INC.

    


    FORM
      OF
      ASSIGNMENT 

     

    [To
      be
      completed and signed only upon transfer of Warrant]

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto                             
      (the
“Transferee” the right represented by the within Warrant to purchase
                
      shares
      of Common Stock of CJPG, Inc. (the “Company”) to which the within Warrant
      relates and appoints                             
      attorney
      to transfer said right on the books of the Company with full power of
      substitution in the premises. In connection therewith, the undersigned
      represents, warrants, covenants and agrees to and with the Company
      that:

    


    
      	 	
              (a)

            	
              the
                offer and sale of the Warrant contemplated hereby is being made in
                compliance with Section 4(1) of the United States Securities Act
                of 1933,
                as amended (the “Securities Act”) or another valid exemption from the
                registration requirements of Section 5 of the Securities Act and
                in
                compliance with all applicable securities laws of the states of the
                United
                States;

            


    

    
      	 	
              (b)

            	
              the
                undersigned has not offered to sell the Warrant by any form of general
                solicitation or general advertising, including, but not limited to,
                any
                advertisement, article, notice or other communication published in
                any
                newspaper, magazine or similar media or broadcast over television
                or
                radio, and any seminar or meeting whose attendees have been invited
                by any
                general solicitation or general
                advertising;

            


    

    
      	 	
              (c)

            	
              the
                undersigned has read the Transferee’s investment letter included herewith,
                and to its actual knowledge, the statements made therein are true
                and
                correct; and

            


    

    
      	 	
              (d)

            	
              the
                undersigned understands that the Company may condition the transfer
                of the
                Warrant contemplated hereby upon the delivery to the Company by the
                undersigned or the Transferee, as the case may be, of 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 securities laws of the states of the United
                States.

            


    

     

    
      	
              Dated:            ,
                      
                

            	
               

            	
               

            
	
               

            	
               

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

            
	
               

            	
               

            	
               

            
	 	 	 
	
               

            	
               

            	
              Address
                of Transferee

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
                  

            


    

     

    
      	
              In
                the presence of: