Exhibit
      10.2.1

    


    NEITHER
      THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
      WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST
      THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
      EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH
      LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH,
      IN
      THE OPINION OF COUNSEL FOR THE COMPANY, IS AVAILABLE.

    


    No.
      W-1

    


    SPLINTERNET
      COMMUNICATIONS, INC.

    (a
      Connecticut corporation)

    


    Warrant
      for the Purchase of 6,429 Shares

    of
      Common Stock, par value $.001 per share

    


    Void
      after 11:59 p.m., Eastern Time, on November 6, 2007

    


    SPLINTERNET
      COMMUNICATIONS, INC., a Connecticut corporation (the “Company”), hereby
      certifies that ATHENEUM
      CAPITAL (the
      “Holder”), for value received, is entitled, subject to the provisions of this
      Warrant, to purchase from the Company at any time, or from time to time during
      the period commencing as
      of the
      Exercise Date (as hereinafter defined) and
      expiring at 11:59 p.m., Eastern Time, on November 6, 2007 (the “Expiration
      Date”), up to 6,429
      fully
      paid and non-assessable shares of Common Stock at a price of $12.00
      per
      share (the “Exercise Price”).

    


    The
      term
“Exercise Date” means the date upon which the Company shall consolidate with,
      merge into or effect a similar transaction with a company whose securities
      are
      publicly traded.

     

    The
      term
“Common Stock” means the common stock, par value $.001 per share, of the Company
      as constituted on the date hereof (the “Base Date”) (which takes into account
      the 9.343-to-one stock split effected by the Company as of the date hereof),
      together with any other equity securities that may be issued by the Company
      in
      respect thereof or in substitution therefor. The number of shares of Common
      Stock to be received upon the exercise of this Warrant may be adjusted from
      time
      to time as hereinafter set forth. The shares of Common Stock deliverable or
      delivered upon such exercise, as adjusted from time to time, are hereinafter
      referred to as “Warrant Stock”.

    


    Section
      1. Exercise
      of Warrant.
      This
      Warrant may be exercised, subject to the requirements set forth below, in whole,
      or in part, at any time during the period commencing as
      of the
      Exercise Date and
      expiring at 11:59 p.m., Eastern Time, on the Expiration Date set forth above,
      by
      presentation and surrender of this Warrant certificate to the Company at its
      principal office, with the Warrant Exercise Form attached hereto duly executed
      and accompanied by payment (either in cash or by certified or official bank
      check, payable to the order of the Company) of the aggregate Exercise Price
      for
      the number of shares specified in such form and instruments of transfer, if
      appropriate, duly executed by the Holder. If this Warrant should be exercised
      in
      part only, the Company shall, upon surrender of this Warrant certificate for
      cancellation, execute and deliver a new Warrant certificate evidencing the
      rights of the Holder thereof to purchase the balance of the shares purchasable
      hereunder. The Holder shall pay any and all documentary stamp or similar issue
      or transfer taxes payable in respect of the issue or delivery of shares of
      Common Stock on exercise of this Warrant. The Company shall promptly thereafter
      issue certificate(s) evidencing the Common Stock so purchased.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      2. Reservation
      of Shares.
      The
      Company shall at all times reserve for issuance and delivery upon exercise
      of
      this Warrant all shares of Common Stock or other shares of capital stock of
      the
      Company (and other securities) from time to time receivable upon exercise of
      this Warrant. All such shares (and other securities) shall be duly authorized
      and, when issued upon exercise, shall be validly issued, fully paid and
      non-assessable.

    


    Section
      3. No
      Fractional Shares.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant.

    


    Section
      4. Assignment
      and Transfer.
      This
      Warrant or the Warrant Stock or any other security issued or issuable upon
      exercise of this Warrant may not be sold or otherwise disposed of except as
      follows:

     

    to
      a
      person who, in the opinion of counsel for the Company, is a person to whom
      this
      Warrant or Warrant Stock may legally be transferred without registration and
      without the delivery of a current prospectus under the Act with respect thereto
      and then only against receipt of an agreement of such person to comply with
      the
      provisions of this Section 4 with respect to any resale or other disposition
      of
      such securities which agreement shall be satisfactory in form and substance
      to
      the Company and its counsel; or

     

    to
      any
      person upon delivery of a prospectus then meeting the requirements of the Act
      relating to such securities and the offering thereof for such sale or
      disposition.

    


    Section
      5.  Loss,
      Theft, Destruction or Mutilation of Warrant.
      Upon
      receipt by the Company of evidence reasonably satisfactory to it of the loss,
      theft, destruction or mutilation of this Warrant certificate, and (in the case
      of loss, theft or destruction) of satisfactory indemnification, and upon
      surrender and cancellation of this Warrant certificate, if mutilated, the
      Company shall execute and deliver a new Warrant certificate of like tenor and
      date.

    


    Section
      6. Rights
      of the Holder.
      The
      Holder shall not, by virtue hereof, be entitled to any rights of a shareholder
      in the Company, either at law or equity, unless and until this Warrant is
      exercised. The rights of the Holder are limited to those expressed in this
      Warrant and are not enforceable against the Company except to the extent set
      forth herein.

    


    Section
      7. Anti-Dilution
      Provisions.

    


    7.1 Stock
      Splits, Dividends, Etc.

    


    7.1.1
      If
      the Company shall at any time subdivide its outstanding shares of Common Stock
      (or other securities at the time receivable upon the exercise of the Warrant)
      by
      recapitalization, reclassification or split-up thereof, or if the Company shall
      declare a stock dividend or distribute shares of Common Stock to its
      stockholders, the number of shares of Common Stock subject to this Warrant
      immediately prior to such subdivision shall be proportionately increased, and
      if
      the Company shall at any time combine the outstanding shares of Common Stock
      by
      recapitalization, reclassification or combination thereof, the number of shares
      of Common Stock subject to this Warrant immediately prior to such combination
      shall be proportionately decreased. Any such adjustment and adjustment to the
      Exercise Price pursuant to this Section shall be effective at the close of
      business on the effective date of such subdivision or combination or if any
      adjustment is the result of a stock dividend or distribution then the effective
      date for such adjustment based thereon shall be the record date
      therefor.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7.1.2
      Whenever the number of shares of Common Stock purchasable upon the exercise
      of
      this Warrant is adjusted, as provided in this Section, the Exercise Price shall
      be adjusted to the nearest cent by multiplying such Exercise Price immediately
      prior to such adjustment by a fraction (x) the numerator of which shall be
      the
      number of shares of Common Stock purchasable upon the exercise immediately
      prior
      to such adjustment, and (y) the denominator of which shall be the number of
      shares of Common Stock so purchasable immediately thereafter.

    


    7.2 Adjustment
      for Reorganization, Consolidation, Merger, Etc.
      In case
      of any reorganization of the Company (or any other company, the securities
      of
      which are at the time receivable on the exercise of this Warrant) after the
      Base
      Date or in case after such date the Company (or any such other company) shall
      consolidate with or merge into another Company or convey all or substantially
      all of its assets to another corporation, then, and in each such case, the
      Holder of this Warrant upon the exercise as provided in Section 1 at any time
      after the consummation of such reorganization, consolidation, merger or
      conveyance, shall be entitled to receive, in lieu of the securities and property
      receivable upon the exercise of this Warrant prior to such consummation, the
      securities or property to which such Holder would have been entitled upon such
      consummation if such Holder had exercised this Warrant immediately prior
      thereto; in each such case, the terms of this Warrant shall be applicable to
      the
      securities or property received upon the exercise of this Warrant after such
      consummation.

    


    7.3 Certificate
      as to Adjustments.
      In each
      case of an adjustment in the number of shares of Common Stock receivable on
      the
      exercise of this Warrant, the Company at its expense shall promptly compute
      such
      adjustment in accordance with the terms of the Warrant and prepare a certificate
      executed by an officer of the Company setting forth such adjustment and showing
      the facts upon which such adjustment is based. The Company shall forthwith
      mail
      a copy of each such certificate to the Holder.

    


    Section
      8. Legends
      and Stop Transfer Orders.
      The
      Warrant Stock to be received upon exercise of this Warrant shall be considered
      restricted securities and certificates representing such shares shall contain
      restrictive legends and stop transfer instructions will be placed with the
      Company’s transfer agent regarding such shares of Warrant Stock. The Holder of
      this Warrant and any transferee hereof or of the Warrant Stock issuable upon
      the
      exercise of the Warrant certificate, by their acceptance hereof, hereby
      understand and agree that the Warrant, and the Shares issuable upon the exercise
      hereof, have not been registered under either the Act or any applicable state
      securities laws. The stock certificates of the Company that will evidence the
      shares of Common Stock with respect to which this Warrant may be exercisable
      will be imprinted with a conspicuous legend in substantially the following
      form:

    


    “The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933. The securities have been acquired for investment and
      may
      not be sold, transferred or assigned in the absence of an effective registration
      statement for these securities under the Securities Act of 1933 or an opinion
      of
      the Company’s counsel that registration is not required under said
      Act.”

    


    Section
      9. Miscellaneous.

    


    9.1 Modification
      and Waiver.
      This
      Warrant and any provision hereof may be changed, waived, discharged or
      terminated only by an instrument in writing signed by the party against which
      enforcement of the same is sought.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    9.2 Notices.
      Any
      notice, request or other document required or permitted to be given or delivered
      to the Holder by the Company shall be sent by mail, postage prepaid, to the
      Holder at its address as shown on the books of the Company or to the Company
      at
      its principal place of business, or to such other address as may be duly given
      to the Holder.

    


    9.3 Governing
      Law.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Connecticut.

    


    9.4 Entire
      Agreement.
      This
      Warrant is intended by the parties as a final expression of their agreement
      and
      intended to be a complete and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein.

    


    This
      Warrant supersedes all prior agreements and understandings between the parties
      with respect to such subject matter.

    


    IN
      WITNESS WHEREOF,
      this
      Warrant has been executed by the Company as of the 7th
      day of
      November, 2005.

    


     

    
      	 	
              SPLINTERNET
                COMMUNICATIONS, INC.

              


              


              By:
                /s/ James C.
                Ackerly                  
                

              Name:
                James C. Ackerly

              Title:
                President

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    WARRANT
      EXERCISE FORM

    


    The
      undersigned hereby irrevocably elects to exercise the within Warrant to the
      extent of purchasing ______________ shares of Common Stock of SPLINTERNET
      COMMUNICATIONS, INC. and hereby makes payment of $________________ in payment
      therefor.

    


    [INSTRUCTIONS
      FOR ISSUANCE OF STOCK]

    


    Name: ___________________________________________________

    


    Address:_________________________________________________

                                   
      _________________________________________________

    


    Soc.
      Sec.
      or

    Tax
      Id.
      No. ___________________________________________________

    


    


    
      	
              Date:

            	
              ____________________________

            


    

    


    


    __________________________________________

    [Print
      Name of Holder]

    


    __________________________________________

    [Signature
      and Title]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT
      FORM

    


    FOR
      VALUE
      RECEIVED, the undersigned Holder, hereby sells assigns and transfers
      to:

    ______________________________________________________________
      whose address is
      ________________________________________________________________ the within
      Warrant, together with all rights title and interest therein, and does hereby
      irrevocably constitute and appoint ____________________________, attorney,
      to
      transfer such Warrant on the books of the within named Company, with full power
      of substitution.

    


    
      	
              Date:

            	
              ____________________________

            


    

    


    


    __________________________________________

    [Print
      Name of Holder]

    


     

    __________________________________________

    [Signature
      and Title]

    


    


    Medallion
      Guarantee:

    


    


    ____________________________________