COMMON
STOCK PURCHASE WARRANT

          
            

          

        

      

      


      CONSOLIDATED
MEDICAL MANAGEMENT, INC.

      A Montana
corporation

      


      THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR
ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE OR
TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH
RESPECT THERETO.

      


      For
certain good and valuable consideration, the receipt of which is hereby
acknowledged, Consolidated Medical Management, Inc. a Montana corporation (the
“Company”),
hereby grants to Timothy G. Byrd, Sr. the right to purchase, for five (5) years
from the date of this Warrant, up to twelve million (12,000,000) fully paid and
non-assessable shares of the Company’s Common Stock, par value $0.0001 per share
(the “Common
Stock”).

      


      
        	
                 
      

              	
                1.

              	
                Exercise
      of Warrant. The purchase rights represented by this Warrant are
      exercisable at the option of the holder thereof (“Holder”),
      in whole or in part during any period in which this Warrant may be
      exercised as set forth above. This common stock purchase warrant (the
      “Warrant”)
      is exercisable at a price of $0.03 per share (subject to adjustment as
      provided below) payable in cash or by certified or official bank check in
      New York Clearing House funds, subject to adjustment as provided in
      Section 5 hereof. Upon surrender of this Warrant with the Purchase Price
      (as hereinafter defined) for the shares of Common Stock purchased, at the
      Company’s principal executive offices (presently located at 2500 City West
      Boulevard, Suite 300, Houston, Texas 77042), Holder shall be entitled to
      receive a certificate or certificates for the shares of Common Stock so
      purchased.

              


      

      


      
        	
                 
      

              	
                2.

              	
                Issuance
      of Stock Certificates. Upon receipt of the Purchase Price and a
      request to exercise this Warrant properly directed to the Company’s
      Secretary, certificates for the Common Stock shall be issued in the name
      of, or in such names as may be directed by, the Holder; 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 issuance and delivery of such
      certificate in a name other than that of the holder and the Company shall
      not be required to issue or deliver such certificates unless or until the
      person or persons requesting the issuance thereof shall have paid to the
      Company the amount of such tax or shall have established to the
      satisfaction of the Company that such tax has been
  paid.

              


      

      


      
        	
                 
      

              	
                3.

              	
                Restriction
      on Transfer of Warrant. The holder of this Warrant, by his
      acceptance hereof, covenants, and agrees that this Warrant can be pledged
      or hypothecated, but it cannot be sold, transferred, or assigned other
      than in connection with such hypothecation, unless a registration
      statement is filed under the Securities Act of 1933 and any applicable
      state securities laws.

              


      


      
        
           


        

        
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                4.

              	
                Price.
      The initial purchase price shall be $0.03 per share of Common Stock. The
      adjusted purchase price shall result from time to time from any and all
      adjustments of the initial purchase price in accordance with the
      provisions of Article 5 hereof. The term “Purchase
      Price” herein shall mean the initial purchase price or the adjusted
      purchase price, as the context may
require.

              


      

      


      
        	
                 
      

              	
                5.

              	
                Adjustments
      of Purchase Price and Number of
Shares.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Subdivision
      and Combination. In case the Company shall at any time subdivide or
      combine the outstanding shares of Common Stock, the Purchase Price shall
      forthwith be proportionately decreased in the case of subdivision or
      increased in the case of
combination.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Reclassification,
      Consolidation, Merger, Etc. In case of any reclassification or
      change of the outstanding shares of Common Stock (other than a change in
      par value to no par value, or from no par value to par value, or as a
      result of a subdivision or combination), or in the case of any
      consolidation of the Company with, or merger of the Company into, another
      corporation (other than a consolidation or merger in which the Company is
      the surviving corporation and which does not result in any
      reclassification or change of the outstanding shares of Common Stock,
      except a change as a result of a subdivision or combination of such shares
      or a change in par value, as aforesaid), or in the case of a sale or
      conveyance to another corporation of the property of the Company as an
      entirety, the holder of this Warrant shall thereafter have the right to
      purchase the kind and number of shares of stock and other securities and
      property which would have been received upon such reclassification,
      change, consolidation, merger, sale or conveyance if such holder had
      exercised this Warrant immediately prior to such transaction, at a price
      equal to the product of (x) the number of shares issuable upon exercise of
      this Warrant and (y) the Purchase Price in effect immediately prior to the
      record date for such reclassification, change, consolidation, merger, sale
      or conveyance.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                No
      Adjustment of Purchase Price in Certain Cases. No adjustment of the
      Purchase Price shall be made upon the issuance or becoming issuable of
      shares of Common Stock pursuant to the antidilution provisions contained
      in any of the Company’s securities.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Adjustment
      in Number of Shares. Upon each adjustment of the Purchase Price
      pursuant to the provisions of this Section 5, the number of shares of
      Common Stock issuable upon the exercise of each Warrant shall be adjusted
      to the nearest full share by multiplying the Purchase Price in effect
      immediately prior to such adjustment by the number of shares of Common
      Stock issuable upon exercise of the Warrant immediately prior to such
      adjustment and dividing the product so obtained by the adjusted Purchase
      Price.

              


      

      


      
        	
                 
      

              	
                6.

              	
                Replacement
      of Warrant. Upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction, or mutilation of this
      Warrant, and, in case of loss, theft or destruction, of indemnity or
      security reasonably satisfactory to it, and reimbursement to the Company
      of all reasonable expenses incidental thereto, and upon surrender and
      cancellation of this Warrant, if mutilated, the Company will make and
      deliver a new Warrant of like tenor, in lieu of this
    Warrant.

              


      


      
        
           


        

        
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                7.

              	
                Elimination
      of Fractional Interests. The Company shall
      not be required to issue stock certificates representing fractions of
      shares of Common Stock, nor shall it be required to issue scrip or pay
      cash in lieu of fractional interests, it being the intent of the parties
      that all fractional interests shall be
  eliminated.

              


      

      


      
        	
                 
      

              	
                8.

              	
                Authorized
      Capital of the Company. The initial purchaser of this warrant
      acknowledges that the Company has insufficient authorized capital to
      permit exercise of this Warrant. The Company plans on submitting to
      shareholders a plan to increase the Company’s authorized capital in order
      to have sufficient authorized shares to cover the shares issuable
      hereunder. In the event that the Company does not increase its authorized
      capital in an amount sufficient to cover all shares exercisable hereunder,
      the initial purchaser of this Warrant and the Company agree that the
      purchase of this Warrant shall be rescinded and the initial purchaser’s
      consideration returned (without payment of
  interest).

              


      

      


      If the
Company does increase its authorized capital in an amount sufficient to cover
all shares exercisable hereby, then the Company shall at all times reserve and
keep available out of its authorized shares of Common Stock, solely for the
purpose of issuance upon the exercise of this Warrant, such number of shares of
Common Stock as shall be issuable upon the exercise hereof. The Company
covenants and agrees that, upon exercise of this Warrant and payment of the
Purchase Price therefor, all shares of Common Stock issuable upon such exercise
shall be duly and validly issued, fully paid and non-assessable, provided that
the Purchase Price per share shall equal or exceed the par value of the Common
Stock. As long as the Warrant shall be outstanding, the Company shall use its
best efforts to cause all shares of Common Stock issuable upon the exercise of
the Warrant to be listed (subject to official notice of issuance) on all
securities exchanges on which the Common Stock may then be listed.

      


      
        	
                 
      

              	
                9.

              	
                Notices
      to Warrant Holders. Nothing contained
      in this Warrant shall be construed as conferring upon the Holder the right
      to vote or to consent or to receive notice as a shareholder in respect of
      any meetings of shareholders for the election of directors or any other
      matter, or as having any rights whatsoever as a shareholder of the
      Company. If, however, at any time prior to the expiration of the Warrant
      and prior to its exercise, any of the following events shall
      occur:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Company shall take a record of the holders of its shares of Common Stock
      for the purpose of entitling them to receive a dividend or distribution
      payable otherwise than in cash, or a cash dividend or distribution payable
      otherwise than out of current or retained earnings, as indicated by the
      accounting treatment of such dividend or distribution on the books of the
      Company; or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Company shall offer to all the holders of its Common Stock any additional
      shares of capital stock of the Company or securities convertible into or
      exchangeable for shares of capital stock of the Company, or any option,
      right or warrant to subscribe therefor;
or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                A
      dissolution, liquidation or winding up of the Company (other than in
      connection with a consolidation or merger) or a sale of all or
      substantially all of its property, assets and business as an entirety
      shall be proposed;

              


      


      
        
           


        

        
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      then, in
any one or more of said events, the Company shall give written notice of such
event at least fifteen (15) days prior to the date fixed as a record date or the
date of closing the transfer books for the determination of the shareholders
entitled to such dividend, distribution, convertible or exchangeable securities
or subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notice shall specify such record date or
the date of closing the transfer books, as the case may be. Failure to give such
notice or any defect therein shall not affect the validity of any action taken
in connection with the declaration or payment of any such dividend, or the
issuance of any convertible or exchangeable securities, or subscription rights,
options or warrants, or any proposed dissolution, liquidation, winding up or
sale.

      


      
        	
              	
                10.

              	
                Notices.
      All notices, requests, consents and other communications hereunder shall
      be in writing and shall be deemed to have been duly made when delivered,
      or mailed by registered or certified mail, return receipt
      requested:

              


      

      


      
        	
                 

              	
                (a)

              	
                If
      to the registered holder of this Warrant, to the address of such holder as
      shown on the books of the Company;
or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      to the Company, to the address set forth on the first page of this
      Warrant.

              


      

      


      
        	
                11.

              	
                Successors.
      All the covenants, agreements, representations and warranties contained in
      this Warrant shall bind the parties hereto and their respective heirs,
      executors, administrators, distributees, successors and
      assigns.

              


      

      


      
        	
                12.

              	
                Headings.
      The article and section headings in this Warrant are inserted for purposes
      of convenience only and shall have no substantive
  effect.

              


      

      


      Executed
this 8th day of
June, 2007.

       

      
        
          
            
              
                
                  	 	 
      	      
                          Consolidated
      Medical Management, Inc.

                        
	 	 
      	 
      
	 	
                          By:

                        	
                           

                        
	 	 	      
                          Sonny
      Wooley,
Chairman

                        


                

              

            

          

        

      

       

      
        
          
            
              	
                      Attest:

                    	 
	 
      	 
	
                       

                    	 
	
                      Peggy
      Behrens, Secretary

                    	 


            

          

        

      

       

      
        
           

        

        
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