THIS
      WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
      ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER
      THE
      ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
      IS NOT REQUIRED.

    


    SCIENTIGO,
      INC.

    


    WARRANT
      TO PURCHASE COMMON STOCK

    


    May
      10, 2006

    Void
      After May 10, 2008

    


    This
      Certifies That,
      for
      value received, Wilson
      Sonsini Goodrich & Rosati,
      P.C.
      or
      assigns (the “Holder”),
      is
      entitled to subscribe for and purchase at the Exercise Price (defined below)
      from Scientigo,
      Inc.,
      a
      Delaware corporation, with its principal office at 6701 Carmel Road, Suite
      205,
      Charlotte, NC 28226 (the “Company”),
      up to
      that number of Exercise Shares of the Common Stock of the Company (the
“Common
      Stock”)
      determined in accordance with the terms hereof. 

    


    1. Definitions.
      As
      used
      herein, the following terms shall have the following respective
      meanings:

    


    (a) “Exercise
      Period”
shall
      mean the period commencing with the date hereof and ending two (2) years from
      the date of this Warrant.

    


    (b) “Exercise
      Price”
shall
      mean one dollar ($1.00) per share, subject to adjustment pursuant to
      Section 4 below.

    


    (c) “Exercise
      Shares”
shall
      mean four hundred thousand (400,000) shares of Common Stock issuable upon
      exercise of this Warrant, subject to adjustment pursuant to the terms herein,
      including but not limited to adjustment pursuant to Section 4 below.


    


    (d) “Net
      Proceeds”
shall
      mean the amount received by the Holder from any sale of the Exercise Shares
      during the Exercise Period, minus any costs or expenses incurred by Holder
      in
      connection with such sale, including without limitation, the Exercise Price,
      any
      brokers’ fees, taxes or reasonable attorneys’ fees.

    


    (e) “Outstanding
      Debt”
shall
      mean $400,000 owed to Holder by the Company as of the date hereof, subject
      to
      Section 10.

    


    2. Exercise
      of Warrant. 

    


    2.1 Procedure.
      The
      rights represented by this Warrant may be exercised in whole or in part at
      any
      time during the Exercise Period, by delivery of the following to the Company
      at
      its address set forth above (or at such other address as it may designate by
      notice in writing to the Holder):

    


    (a) An
      executed Notice of Exercise in the form attached hereto;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) Payment
      of the Exercise Price either (i) in cash or by check, (ii) by cancellation
      of
      indebtedness, including by agreement of Holder to agree to forgive the amount
      of
      Outstanding Debt or any portion thereof, or (iii) or in accordance with Section
      2.2 below; and

    


    (c) This
      Warrant.

    


    For
      purposes of Section 2(b)(ii), the Company and Holder agree that Holder may
      satisfy all or any portion of the Exercise Price by Holder delivering a written
      notice to the Company that, in lieu of payment of the Exercise Price in cash,
      Holder has agreed to forgive an equal dollar amount of the Outstanding Debt.
      For
      purposes of illustration, in the event Holder exercises the Warrant for 200,000
      Exercise Shares under Section 2(b)(ii), Holder may satisfy the Exercise Price
      in
      full for such Exercise Shares by delivering to the Company written notice that
      Holder agrees to forgive a portion of the Outstanding Debt in the amount of
      $200,000.

    


    Upon
      the
      exercise of the rights represented by this Warrant, a certificate or
      certificates for the Exercise Shares so purchased, registered in the name of
      the
      Holder or persons affiliated with the Holder, if the Holder so designates,
      shall
      be issued and delivered to the Holder within a reasonable time after the rights
      represented by this Warrant shall have been so exercised.

    


    The
      person in whose name any certificate or certificates for Exercise Shares are
      to
      be issued upon exercise of this Warrant shall be deemed to have become the
      holder of record of such shares on the date on which this Warrant was
      surrendered and payment of the Exercise Price was made, irrespective of the
      date
      of delivery of such certificate or certificates, except that, if the date of
      such surrender and payment is a date when the stock transfer books of the
      Company are closed, such person shall be deemed to have become the holder of
      such shares at the close of business on the next succeeding date on which the
      stock transfer books are open.

    


    2.2 Net
      Exercise.
      Notwithstanding any provisions herein to the contrary, if the fair market value
      of one share of the Company’s Common Stock is greater than the Exercise Price
      (at the date of calculation as set forth below), in lieu of exercising this
      Warrant by payment of cash, the Holder may elect to receive shares equal to
      the
      value (as determined below) of this Warrant (or the portion thereof being
      canceled) by surrender of this Warrant at the principal office of the Company
      together with the properly endorsed Notice of Exercise in which event the
      Company shall issue to the Holder a number of shares of Common Stock computed
      using the following formula:

    


    X
      =
Y
      (A-B)

                 
      A

    


    
      	
              Where 
                

            	X =	the number of shares of Common Stock
              to be
              issued to the Holder


      	 	 	 


      	 	
              Y
                =

            	
              the
                number of shares of Common Stock purchasable under the Warrant or,
                if only
                a portion of the Warrant is being exercised, the portion of the Warrant
                being canceled (at the date of such
                calculation)

            


    

    


    
      	 	
              A
                =

            	
              the
                fair market value of one share of the Company’s Common Stock (at the date
                of such calculation)

            


    

    


    
      	 	
              B
                =

            	
              Exercise
                Price (as adjusted to the date of such
                calculation)

            


    

     

    For
      purposes of the above calculation, the fair market value of one share of Common
      Stock shall mean the average of the closing bid and asked prices of Common
      Stock
      quoted in the over-the-counter market in which the Common Stock is traded or
      the
      closing price quoted on any exchange on which the Common Stock is listed,
      whichever is applicable, as published in the Western Edition of The
      Wall Street Journal
      for the
      ten (10) trading days prior to the date of determination of fair market value
      (or such shorter period of time during which such stock was traded
      over-the-counter or on such exchange). If the Common Stock is not traded on
      the
      over-the-counter market or on an exchange, the fair market value shall be the
      price per share that the Company could obtain from a willing buyer for Common
      Stock sold by the Company from authorized but unissued shares, as such price
      shall be determined in good faith by the Company’s Board of
      Directors.

    


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    3. Covenants
      of the Company.

    


    3.1 Covenants
      as to Exercise Shares.
      The
      Company covenants and agrees that all Exercise Shares that may be issued upon
      the exercise of the rights represented by this Warrant will, upon issuance,
      be
      validly issued and outstanding, fully paid and nonassessable, and free from
      all
      taxes, liens and charges with respect to the issuance thereof. The Company
      further covenants and agrees that the Company will at all times during the
      Exercise Period, have authorized and reserved, free from preemptive rights,
      a
      sufficient number of shares of its Common Stock to provide for the exercise
      of
      the rights represented by this Warrant. If at any time during the Exercise
      Period the number of authorized but unissued shares of Common Stock shall not
      be
      sufficient to permit exercise of this Warrant, the Company will take such
      corporate action as may, in the opinion of its counsel, be necessary to increase
      its authorized but unissued shares of Common Stock to such number of shares
      as
      shall be sufficient for such purposes.

    


    3.2 No
      Impairment.
      Except
      and to the extent as waived or consented to by the Holder, the Company will
      not,
      by amendment of its Certificate of Incorporation or through any reorganization,
      transfer of assets, consolidation, merger, dissolution, issue or sale of
      securities or any other voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms to be observed or performed hereunder by
      the
      Company, but will at all times in good faith assist in the carrying out of
      all
      the provisions of this Warrant and in the taking of all such action as may
      be
      necessary or appropriate in order to protect the exercise rights of the Holder
      against impairment.

    


    4. Adjustment
      of Exercise Shares and Exercise Price. 

    


    4.1 Stock
      Splits, Combinations, etc.
      In the
      event of changes in the outstanding Common Stock of the Company by reason of
      stock dividends, split-ups, recapitalizations, reclassifications, combinations
      or exchanges of shares, separations, reorganizations, liquidations, or the
      like,
      the number and class of shares available under the Warrant in the aggregate
      and
      the Exercise Price shall be correspondingly adjusted to give the Holder of
      the
      Warrant, on exercise for the same aggregate Exercise Price, the total number,
      class, and kind of shares as the Holder would have owned had the Warrant been
      exercised prior to the event and had the Holder continued to hold such shares
      until after the event requiring adjustment. The form of this Warrant need not
      be
      changed because of any adjustment in the number of Exercise Shares subject
      to
      this Warrant. The foregoing provisions of this Section 4.1 shall similarly
      apply to successive stock dividends, split-ups, recapitalizations,
      reclassifications, combinations or exchanges of shares, separations,
      reorganizations, liquidations, or the like and to the stock or securities of
      any
      other entity that are at the time receivable upon the exercise of this Warrant.
      

    


    4.2 Merger,
      Sale of Assets, etc.
      If at
      any time while this Warrant, or any portion hereof, is outstanding and unexpired
      there shall occur (i) the sale, conveyance, exchange, license or other transfer
      of all or substantially all of the intellectual property or assets of the
      Company, (ii) any acquisition of the Company by means of a consolidation, stock
      exchange, merger or other form of corporate reorganization of the Company with
      any other corporation in which the Company’s stockholders prior to the
      consolidation or merger own less than a majority of the voting securities of
      the
      surviving entity or (iii) any transaction or series of related transactions
      following which the Company’s stockholders prior to such transaction or series
      of related transactions own less than a majority of the voting securities of
      the
      Company (collectively, a “Change
      of Control”),
      this
      Warrant shall cease to represent the right to receive Exercise Shares and shall
      automatically and without further action represent the right to receive upon
      exercise of this Warrant, during the period specified herein and upon payment
      of
      the Exercise Price then in effect, the number of shares of stock or other
      securities or property offered to the Company’s holders of Common Stock in
      connection with such Change of Control that a holder of the shares deliverable
      upon exercise of this Warrant would have been entitled to receive in such Change
      of Control if this Warrant had been exercised immediately before such Change
      of
      Control, subject to further adjustment as provided in this Section 4. The
      foregoing provisions of this Section 4.2 shall similarly apply to
      successive reorganizations, consolidations, mergers, sales and transfers and
      to
      the stock or securities of any other entity that are at the time receivable
      upon
      the exercise of this Warrant. If the per share consideration payable to the
      holder hereof in connection with any such transaction is in a form other than
      cash or marketable securities, then the value of such consideration shall be
      determined in good faith by the Company’s Board of Directors. In all events,
      appropriate adjustment (as determined in good faith by the Company’s Board of
      Directors) shall be made in the application of the provisions of this Warrant
      with respect to the rights and interests of the Holder after the transaction,
      to
      the end that the provisions of this Warrant shall be applicable after that
      event, as near as reasonably may be, in relation to any shares or other property
      deliverable after that event upon exercise of this Warrant.

    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    5. Fractional
      Shares. No
      fractional shares shall be issued upon the exercise of this Warrant as a
      consequence of any adjustment pursuant hereto. All Exercise Shares (including
      fractions) issuable upon exercise of this Warrant may be aggregated for purposes
      of determining whether the exercise would result in the issuance of any
      fractional share. If, after aggregation, the exercise would result in the
      issuance of a fractional share, the Company shall, in lieu of issuance of any
      fractional share, pay the Holder otherwise entitled to such fraction a sum
      in
      cash equal to the product resulting from multiplying the then current fair
      market value of an Exercise Share by such fraction.

    


    6. Notice
      of Certain Events. The
      Company shall provide to the Holder at least twenty (20) business days advance
      written notice of any event that would result in an adjustment to the Exercise
      Shares or Exercise Price pursuant to Section 4 hereof. 

    


    7. No
      Stockholder Rights. This
      Warrant in and of itself shall not entitle the Holder to any voting rights
      or
      other rights as a stockholder of the Company.

    


    8. Registration
      Rights.
      

    


    8.1 Piggyback
      Registration.

    


    (a) If,
      during the three (3) year period ending May 9, 2009, the Company elects to
      file
      a registration statement under the Securities Act covering the offer and sale
      of
      any Common Stock (or equity securities converted into Common Stock) in
      connection with any public offering (each, a “Registration
      Statement”),
      the
      Company shall give written notice thereof to the Holder at least twenty (20)
      business days before filing. The Holder shall have a right to participate in
      such offering upon the giving of notice to the Company within ten (10) business
      days of receipt of notice from the Company (the “Piggyback
      Registration Right”).
      If
      the Holder notifies the Company of its intent to exercise its Piggyback
      Registration Rights, subject to 9.1(b) below, the Company shall include in
      such
      registration statement such number of Exercise Shares held by the Holder
      pursuant to the exercise of this Warrant that the Holder wishes to have included
      on such Registration Statement (the Exercise Shares eligible for such Piggyback
      Registration Rights are hereinafter referred to as “Registrable
      Securities”).
      Subject to Section 9.1(b) below, such Registrable Securities shall be included
      in the underwriting for the public offering on the same terms and conditions
      as
      the securities otherwise being sold in such offering.

    


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    (b) If,
      in
      the opinion of the managing underwriter of such offering the inclusion of all
      of
      the shares of Registrable Securities and other Common Stock requested to be
      registered would be inappropriate, then the number of shares of Registrable
      Securities and other Common Stock to be included in the offering shall be
      reduced, with the participation in such offering to be in the following order
      of
      priority: (1) first, securities to be issued by the Company shall be included,
      and (2) second, any Registrable Securities and any other Common Stock requested
      to be included, on a pro rata basis (based upon the number of Registrable
      Securities owned by the Holder and the number of shares of Common Stock eligible
      for any registration rights held by the other holders of Common Stock requesting
      participation in the offering), shall be included.

    


    (c) The
      Company may decline to file a Registration Statement after giving notice to
      the
      Holder, or withdraw a Registration Statement after filing and after such notice,
      but prior to the effectiveness thereof, provided that such registrant shall
      promptly notify the Holder in writing of any such action and provided further
      that such registrant shall bear all reasonable expenses incurred by the Holder
      or otherwise in connection with such withdrawn Registration
      Statement.

    


    8.2 Indemnification.

    


    (a) To
      the
      extent permitted by law, the Company agrees to indemnify and hold harmless
      the
      Holder if it has included Registrable Securities in a registration statement,
      its officers, directors and agents and each person, if any, who controls such
      Holder within the meaning of Section 15 of the Securities Act or Section 20
      of
      the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      from
      and against any and all losses, claims, damages, liabilities and expenses
      (including reasonable attorneys’ fees and costs of investigation) arising out of
      or based upon any untrue statement or alleged untrue statement of a material
      fact contained in any registration statement or final prospectus relating to
      the
      Registrable Securities or in any amendment or supplement thereto or in any
      preliminary prospectus, or arising out of or based upon any omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, except insofar as
      such
      losses, claims, damages, liabilities or expenses arise out of, or are based
      upon, any such untrue statement or omission based upon information furnished
      in
      writing to Company by the Holder or on the Holder's behalf expressly for use
      therein. The Company also agrees to indemnify any underwriters of the
      Registrable Securities, their officers and directors and each person who
      controls such underwriters on substantially the same basis as that of the
      indemnification of the Holder provided in this Section 9.2.

    


    (b) To
      the
      extent permitted by law, the Holder, to the extent it is selling Registrable
      Securities, agrees to indemnify and hold harmless the Company, its directors
      and
      officers and each Person, if any, who controls the Company within the meaning
      of
      either Section 15 of the Securities Act or Section 20 of the Exchange Act to
      the
      same extent as the foregoing indemnity from the Company to the Holder, but
      only
      with respect to, and to the extent that, information furnished in writing by
      the
      Holder or on the Holder’s behalf expressly for use in any registration statement
      or final prospectus relating to the Registrable Securities (or any amendment
      or
      supplement thereto, or any preliminary prospectus) that contained an untrue
      statement or alleged untrue statement of a material fact or omitted or allegedly
      omitted to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading. Notwithstanding
      anything to the contrary contained herein, the liability of the Holder hereunder
      shall be limited to the proportion of any such loss, claim, damage, liability
      or
      expense that is equal to the proportion that the public offering price of the
      shares of Registrable Securities sold by the Holder bears to the total public
      offering price of all securities sold in such offering. The Holder also agrees
      to indemnify and hold harmless the underwriters on substantially the same basis
      of that of the indemnification of the Company provided in the preceding
      subsection.

    


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    8.3 Contribution.
      If the
      indemnification provided for in this Section 9 is unavailable to the Company,
      the Holder or the underwriters in respect of any losses, claims, damages,
      liabilities, expenses or judgments referred to herein, then each such
      indemnifying party, in lieu of indemnifying such indemnified party, shall
      contribute to the amount paid or payable by such indemnified party as a result
      of such losses, claims, damages, liabilities, expenses and judgments (i) as
      between the Company and the Holder on the one hand and the underwriters on
      the
      other, in such proportion as is appropriate to reflect the relative benefits
      received by the Company and the Holder on the one hand and the underwriters
      on
      the other from the offering of the Registrable Securities, or if such allocation
      is not permitted by applicable law, in such proportion as is appropriate to
      reflect not only such relative benefits but also the relative fault of the
      Company and the Holder on the one hand and of the underwriters on the other
      in
      connection with the statements or omissions which resulted in such losses,
      claims, damages, liabilities, expenses or judgments, as well as any other
      relevant equitable considerations and (ii) as between the Company on the one
      hand and the Holder on the other, in such proportion as is appropriate to
      reflect the relative fault of the Company and of the Holder in connection with
      such statements or omissions, as well as any other relevant equitable
      considerations. The relative benefits received by the Company and the Holder
      on
      the one hand and the underwriters on the other shall be deemed to be in the
      same
      proportion as the total proceeds from the offering (net of underwriting
      discounts and commissions but before deducting expenses) received by the Company
      and the Holder bear to the total underwriting discounts and commissions received
      by the underwriters, in each case as set forth in the table on the cover page
      of
      the prospectus. The relative fault of the Company on the one hand and of the
      Holder on the other shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or the
      omission or alleged omission to state a material fact relates to information
      supplied by such party, and the party’s relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or omission.
      The Company and the Holder agree that it would not be just and equitable if
      contribution pursuant to this section were determined by pro rata allocation
      or
      by any other method of allocation that does not take account of the equitable
      considerations referred to in the immediately preceding paragraph. The amount
      paid or payable by an indemnified party as a result of the losses, claims,
      damages, liabilities, expenses or judgments referred to in the immediately
      preceding paragraph shall be deemed to include, subject to the limitations
      set
      forth above, any legal or other expenses reasonably incurred by such indemnified
      party in connection with investigating or defending any such action or claim.
      Notwithstanding the provisions of this section, no underwriter shall be required
      to contribute any amount in excess of the amount by which the total price at
      which the Registrable Securities underwritten by it and distributed to the
      public were offered to the public exceeds the amount of any damages that such
      underwriter has otherwise been required to pay by reason of such untrue or
      alleged untrue statement or omission or alleged omission, and the Holder shall
      not be required to contribute any amount in excess of the amount by which the
      total price at which the Registrable Securities of the Holder were offered
      to
      the public exceeds the amount of any damages that the Holder has otherwise
      been
      required to pay by reason of such untrue or alleged untrue statement or omission
      or alleged omission. No person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation.

    


    8.4 Registration
      Expenses and Enforcement.

    


    (a) The
      Company shall bear all expenses incurred in connection with Piggyback
      Registration Rights. The Company shall pay its internal expenses (including,
      without limitation, all salaries and expenses of its officers and employees
      performing legal or accounting duties), the expense of any annual audit, the
      fees and expenses incurred in connection with any listing of the securities
      to
      be registered on a securities exchange, and the fees and expenses of any person,
      including special experts, retained by the Company.

    


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    (b) Notwithstanding
      anything to the contrary contained herein, the Company hereby agrees that the
      Holder shall be entitled to specific performance of the Piggyback Registration
      Rights provided hereunder, and that the Company shall pay any expenses,
      including without limitation attorneys’ fees, in connection with the enforcement
      by the Holder of such specific performance.

    


    9. Sale
      of the Exercise Shares

    


    9.1 Sales
      by Holder.
      Subject
      to any securities laws or other applicable laws, Holder shall have the right
      to
      sell the Exercise Shares to any party, at any time, in its sole discretion.
      

    


    9.2 Sales
      Initiated by JBA.
      During
      the Exercise Period, Jones, Byrd & Attkisson (“JBA”)
      shall
      assist Holder to sell all Exercise Shares to third parties on Holder’s behalf,
      subject to securities law and other reasonable restrictions. In
      the
      event that JBA identifies an opportunity for the Holder to sell any or all
      of
      the Exercise Shares to a third party, then JBA shall notify Holder in writing
      of
      the details of such sale within a reasonable time prior to the closing of such
      sale. Holder shall have the right, in its sole discretion, to participate in
      such sale.

    


    10. Outstanding
      Debt 

    


    10.1 Outstanding
      Debt.
      The
      parties agree that Company owes the Holder the Outstanding Debt for services
      rendered to Company by the Holder.

    


    10.2 Treatment
      of Outstanding Debt upon Sale of Exercise Shares. The
      parties agree that upon the sale by the Holder of any Exercise Shares during
      the
      Exercise Period pursuant to a “net exercise” under Section 2.2, the Outstanding
      Debt will be reduced by an amount equal to the Net Proceeds received by Holder
      from such sale. 

    


    11. Transfer
      of Warrant. Subject
      to applicable laws, this Warrant and all rights hereunder are transferable,
      by
      the Holder in person or by duly authorized attorney, upon delivery of this
      Warrant and the form of assignment attached hereto to any transferee designated
      by the Holder that is an affiliate of the Holder. The transferee shall sign
      an
      investment letter in form and substance satisfactory to the Company and shall
      be
      subject to all terms and conditions of this Warrant.

    


    12. Lost,
      Stolen, Mutilated or Destroyed Warrant. If
      this
      Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms
      as to indemnity or otherwise as it may reasonably impose (which shall, in the
      case of a mutilated Warrant, include the surrender thereof), issue a new Warrant
      of like denomination and tenor as the Warrant so lost, stolen, mutilated or
      destroyed. Any such new Warrant shall constitute an original contractual
      obligation of the Company, whether or not the allegedly lost, stolen, mutilated
      or destroyed Warrant shall be at any time enforceable by anyone.

    


    13. Notices,
      etc. All
      notices required or permitted hereunder shall be in writing and shall be deemed
      effectively given: (a) upon personal delivery to the party to be notified,
      (b) when sent by confirmed telex or facsimile if sent during normal
      business hours of the recipient, if not, then on the next business day,
      (c) five (5) days after having been sent by registered or certified mail,
      return receipt requested, postage prepaid, or (d) one (1) day after deposit
      with a nationally recognized overnight courier, specifying next day delivery,
      with written verification of receipt. All communications shall be sent to the
      Company or to the Holder at their respective addresses set forth above or at
      such other address as the Company or the Holder may designate by ten (10) days
      advance written notice to the other parties hereto.

    


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    14. Acceptance.
      Receipt
      of this Warrant by the Holder shall constitute acceptance of and agreement
      to
      all of the terms and conditions contained herein.

    


    15. Governing
      Law. This
      Warrant and all rights, obligations and liabilities hereunder shall be governed
      by the laws of the State of Delaware.

    


    *     *     *     *     *     *

    


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    


    In
      Witness Whereof,
      the
      Company has caused this Warrant to be executed by its duly authorized officer
      as
      of _____________ ___, 2006.

     

    
      	 	
              Scientigo,
                Inc.

              


              


              By:
                __________________________________

              


              Name:
                ________________________________

              


              Title:
                _________________________________

            


    

     

     

    Agreed
      and accepted:

    


    


    Wilson
      Sonsini Goodrich & Rosati, P.C.

    


    


    

      By:
        __________________________________

      


      Name:
        ________________________________

      


      Title:
        _________________________________


    

    


    


    Jones,
      Byrd & Attkisson, Inc.

    


    


    
      By:
        __________________________________

      


      Name:
        ________________________________

      


      Title:
        _________________________________



    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    NOTICE
      OF EXERCISE

    


    TO:
      Scientigo, Inc.

    


    (1) མ The
      undersigned hereby elects to purchase ________ shares of the Common Stock of
      Scientigo,
      Inc.
      (the
“Company”)
      pursuant to the terms of the attached Warrant, and tenders herewith payment
      of
      the exercise price in full, together with all applicable transfer taxes, if
      any.

    


    མ The
      undersigned hereby elects to purchase ________ shares of the Common Stock of
      Scientigo,
      Inc.
      (the
“Company”)
      pursuant to the terms of the net exercise provisions set forth in
      Section 2.1 of the attached Warrant, and shall tender payment of all
      applicable transfer taxes, if any.

    (2) Please
      issue a certificate or certificates representing said shares of Common Stock
      in
      the name of the undersigned or in such other name as is specified
      below:

    


    ________________________

    (Name)

    ________________________

    ________________________

    (Address)

    


    (3) The
      undersigned represents that (i) the undersigned is aware of the Company’s
      business affairs and financial condition and has acquired sufficient information
      about the Company to reach an informed and knowledgeable decision regarding
      its
      investment in the Company; (ii) the undersigned is experienced in making
      investments of this type and has such knowledge and background in financial
      and
      business matters that the undersigned is capable of evaluating the merits and
      risks of this investment and protecting the undersigned’s own interests; (iii)
      the undersigned understands that the shares of Common Stock issuable upon
      exercise of this Warrant have not been registered under the Securities Act
      of
      1933, as amended (the “Securities
      Act”),
      and,
      because such securities have not been registered under the Securities Act,
      they
      must be held indefinitely unless subsequently registered under the Securities
      Act or an exemption from such registration is available; (iv) the undersigned
      is
      aware that the aforesaid shares of Common Stock may not be sold pursuant to
      Rule
      144 adopted under the Securities Act unless certain conditions are met and
      until
      the undersigned has held the shares for the number of years prescribed by Rule
      144; and (v) the undersigned agrees not to make any disposition of all or any
      part of the aforesaid shares of Common Stock unless and until there is then
      in
      effect a registration statement under the Securities Act covering such proposed
      disposition and such disposition is made in accordance with said registration
      statement, or the undersigned has provided the Company with an opinion of
      counsel satisfactory to the Company, stating that such registration is not
      required.

     

    
      	
               

              ________________________________

              (Date)

            	
               

              ________________________________

              (Signature)

               

              ________________________________

              (Print
                name)

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ASSIGNMENT
      FORM

    


    (To
      assign the foregoing Warrant, execute this form and supply required information.
      Do not use this form to purchase shares.)

    


    For
      Value Received,
      the
      foregoing Warrant and all rights evidenced thereby are hereby assigned
      to

    


    Name:
      

    
      
        

      

    

    (Please
      Print)

    


    Address:

    
      

    

     (Please
      Print)

    


    Dated:
      __________, 20__

    


    Holder’s

    Signature:
      __________________________________

    


    Holder’s

    Address:
      ___________________________________

    


    


    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatever. Officers of corporations and those acting in a fiduciary or other
      representative capacity should file proper evidence of authority to assign
      the
      foregoing Warrant.