ex10_3.htm


    
      

    

    Exhibit
      10.3

    


    [FORM
      OF WARRANT]

    


    NEITHER
      THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
      THE
      SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
      LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
      OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
      THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
      OF COUNSEL SELECTED BY THE HOLDER AND REASONABLY ACCEPTABLE TO THE ISSUER,
      IN A
      GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
      OR
      (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
      ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
      CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
      ARRANGEMENT SECURED BY THE SECURITIES.

    


    EnterConnect
      Inc.

    


    Warrant
      To Purchase Common Stock

    


    Warrant
      No.: ________ 

    Number
      of
      Shares of Common Stock:_____________ 

    Date
      of
      Issuance: December 20, 2007 ("Issuance Date")

    


    EnterConnect
      Inc., a Nevada corporation (the "Company"), hereby certifies
      that, for good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, [HIGHBRIDGE INTERNATIONAL LLC] [OTHER BUYERS], the
      registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject
      to the terms set forth below, to purchase from the Company, at the Exercise
      Price (as defined below) then in effect, upon surrender of this Warrant to
      Purchase Common Stock (including any Warrants to Purchase Common Stock issued
      in
      exchange, transfer or replacement hereof, the "Warrant"), at any time or
      times on or after the date hereof, but not after 11:59 p.m., New York time,
      on
      the Expiration Date (as defined below), ______________ (_____________)1
      fully paid nonassessable shares of Common
      Stock (as defined below) (the "Warrant
      Shares").  Except as otherwise defined herein, capitalized
      terms in this Warrant shall have the meanings set forth in Section
      16.  This Warrant is one of the Warrants to purchase Common Stock (the
      "SPA Warrants") issued
      pursuant to Section 1 of that certain Securities Purchase Agreement, dated
      as of
      December 20, 2007 (the "Subscription Date"), by and
      among the Company and the investors (the "Buyers") referred to therein
      (the "Securities Purchase
      Agreement").

    


    _________________________

    1           Insert
      a number of shares equal to 100%
      of the number of Conversion Shares (as defined in SPA)
      issuable as of the Closing Date upon
      conversion of the Notes issued to the Holder pursuant to the Securities Purchase
      Agreement.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    1. 
      EXERCISE OF WARRANT.

    


    (a)
Mechanics
      of
      Exercise.  Subject to the terms and conditions hereof
      (including, without limitation, the limitations set forth in Section 1(f)),
      this
      Warrant may be exercised by the Holder on any day on or after the date hereof,
      in whole or in part, by (i) delivery of a written notice, in the form attached
      hereto as Exhibit
      A (the "Exercise
      Notice"), of the Holder's election to exercise this Warrant and (ii) (A)
      payment to the Company of an amount equal to the applicable Exercise Price
      multiplied by the number of Warrant Shares as to which this Warrant is being
      exercised (the "Aggregate
      Exercise Price") in cash or by wire transfer of immediately available
      funds or (B) by notifying the Company that this Warrant is being exercised
      pursuant to a Cashless Exercise (as defined in Section 1(d)).  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
      with respect to less than all of the Warrant Shares 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.  On or
      before the first (1st)
      Business Day following the date on which the Company has received each of the
      Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless
      Exercise) (the "Exercise
      Delivery Documents"), the Company shall transmit by facsimile an
      acknowledgment of confirmation of receipt of the Exercise Delivery Documents
      to
      the Holder and the Company's transfer agent (the "Transfer
      Agent").  On or before the third (3rd)
      Business Day following the date on which the Company has received all of the
      Exercise Delivery Documents (the "Share Delivery Date"), the
      Company shall (X) provided that the Transfer Agent is participating in The
      Depository Trust Company ("DTC") Fast Automated
      Securities Transfer Program, upon the request of the Holder, credit such
      aggregate number of Warrant Shares to which the Holder is entitled pursuant
      to
      such exercise to the Holder's or its designee's balance account with DTC through
      its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent
      is
      not participating in the DTC Fast Automated Securities Transfer Program, issue
      and dispatch by overnight courier to the address as specified in the Exercise
      Notice, a certificate, registered in the Company's share register in the name
      of
      the Holder or its designee, for the number of shares of Common Stock to which
      the Holder is entitled pursuant to such exercise.  Upon delivery of
      the Exercise Delivery Documents, the Holder shall be deemed for all corporate
      purposes to have become the holder of record of the Warrant Shares with respect
      to which this Warrant has been exercised, irrespective of the date such Warrant
      Shares are credited to the Holder's DTC account or the date of delivery of
      the
      certificates evidencing such Warrant Shares, as the case may be.  If
      this Warrant is submitted in connection with any exercise pursuant to this
      Section 1(a) and the number of Warrant Shares represented by this Warrant
      submitted for exercise is greater than the number of Warrant Shares being
      acquired upon an exercise, then the Company shall as soon as practicable and
      in
      no event later than three (3) Business Days after any exercise and at its own
      expense, issue a new Warrant (in accordance with Section 7(d)) representing
      the
      right to purchase the number of Warrant Shares purchasable immediately prior
      to
      such exercise under this Warrant, less the number of Warrant Shares with respect
      to which this Warrant is exercised.  No fractional shares of Common
      Stock are to be issued upon the exercise of this Warrant, but rather the number
      of shares of Common Stock to be issued shall be rounded up to the nearest whole
      number.  The Company shall pay any and all taxes which may be payable
      with respect to the issuance and delivery of Warrant Shares upon exercise of
      this Warrant.


    
      
        
        

      

      
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    (b)
Exercise
      Price.  For purposes of this Warrant, "Exercise Price" means $0.80,
      subject to adjustment as provided herein.

    


    (c)
Company's
      Failure to Timely
      Deliver Securities.  If the Company shall fail for any reason
      or for no reason to issue to the Holder within three (3) Business Days of
      receipt of the Exercise Delivery Documents, a certificate for the number of
      shares of Common Stock to which the Holder is entitled and register such shares
      of Common Stock on the Company's share register or to credit the Holder's
      balance account with DTC for such number of shares of Common Stock to which
      the
      Holder is entitled upon the Holder's exercise of this Warrant, then, in addition
      to all other remedies available to the Holder, the Company shall pay in cash
      to
      the Holder on each day after such third (3rd)
      Business Day that the issuance of such shares of Common Stock is not timely
      effected an amount equal to one and one-half percent (1.5%) of the product
      of
      (A) the sum of the number of shares of Common Stock not issued to the Holder
      on
      a timely basis and to which the Holder is entitled and (B) the Closing Sale
      Price of the shares of Common Stock on the Trading Day immediately preceding
      the
      last possible date which the Company could have issued such shares of Common
      Stock to the Holder without violating Section 1(a).  In addition to
      the foregoing, if within three (3) Trading Days after the Company's receipt
      of
      the facsimile copy of a Exercise Notice the Company shall fail to issue and
      deliver a certificate to the Holder and register such shares of Common Stock
      on
      the Company's share register or credit the Holder's balance account with DTC
      for
      the number of shares of Common Stock to which the Holder is entitled upon the
      Holder's exercise hereunder, and if on or after such Trading Day the Holder
      purchases (in an open market transaction or otherwise) shares of Common Stock
      to
      deliver in satisfaction of a sale by the Holder of shares of Common Stock
      issuable upon such exercise that the Holder anticipated receiving from the
      Company (a "Buy-In"),
      then the Company shall, within three (3) Business Days after the Holder's
      request and in the Holder's discretion, either (i) pay cash to the Holder in
      an
      amount equal to the Holder's total purchase price (including brokerage
      commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point
      the Company's obligation to deliver such certificate (and to issue such shares
      of Common Stock) or credit such Holder's balance account with DTC shall
      terminate, or (ii) promptly honor its obligation to deliver to the Holder a
      certificate or certificates representing such shares of Common Stock or credit
      such Holder's balance account with DTC and pay cash to the Holder in an amount
      equal to the excess (if any) of the Buy-In Price over the product of (A) such
      number of shares of Common Stock, times (B) the Closing Bid Price on the date
      of
      exercise.

    


    (d)
Cashless
      Exercise.
 Notwithstanding
      anything contained herein to the contrary, if a Registration Statement (as
      defined in the Registration Rights Agreement) covering the resale of the Warrant
      Shares that are the subject of the Exercise Notice pursuant to the 1933 Act
      (the
      "Unavailable Warrant
      Shares") is not available for the resale of such Unavailable Warrant
      Shares, the Holder may, in its sole discretion, exercise this Warrant in whole
      or in part and, in lieu of making the cash payment otherwise contemplated to
      be
      made to the Company upon such exercise in payment of the Aggregate Exercise
      Price, elect instead to receive upon such exercise the "Net Number" of shares
      of
      Common Stock determined according to the following formula (a "Cashless
      Exercise"):


    
      
        
        

      

      
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    Net
      Number = (A x B) - (A x
      C)

                                         
      B

    


    For
      purposes of the foregoing formula:

    


    
      
        
          	
                	
                  A=

                	
                  the
                    total number of shares with respect to which this Warrant is
                    then being
                    exercised. 

                


        

      

    

    


    
      
        
          	
                	
                  B=

                	
                  the
                    Weighted Average Price of the shares of Common Stock (as reported
                    by
                    Bloomberg)  for the five (5) consecutive Trading Days ending on
                    the date immediately preceding the date of the Exercise Notice.
                    

                


        

      

    

    


    
      
        
          	
                	
                  C=

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

                


        

      

    

    


    (e)
Disputes.  In
      the case of a dispute as to the determination of the Exercise Price or the
      arithmetic calculation of the Warrant Shares, the Company shall promptly issue
      to the Holder the number of Warrant Shares that are not disputed and resolve
      such dispute in accordance with Section 12.

    


    (f)
Limitations
      on
      Exercises.

    


    (i)           Beneficial
      Ownership.
      The Company shall not effect the exercise of this Warrant, and the Holder shall
      not have the right to exercise this Warrant, to the extent that after giving
      effect to such exercise, such Person (together with such Person's affiliates)
      would beneficially own in excess of 4.99% (the "Maximum Percentage")of the
      shares of Common Stock outstanding immediately after giving effect to such
      exercise.  For purposes of the foregoing sentence, the aggregate
      number of shares of Common Stock beneficially owned by such Person and its
      affiliates shall include the number of shares of Common Stock issuable upon
      exercise of this Warrant with respect to which the determination of such
      sentence is being made, but shall exclude shares of Common Stock which would
      be
      issuable upon (i) exercise of the remaining, unexercised portion of this Warrant
      beneficially owned by such Person and its affiliates and (ii) exercise or
      conversion of the unexercised or unconverted portion of any other securities
      of
      the Company beneficially owned by such Person and its affiliates (including,
      without limitation, any convertible notes or convertible preferred stock or
      warrants) subject to a limitation on conversion or exercise analogous to the
      limitation contained herein.  Except as set forth in the preceding
      sentence, for purposes of this paragraph, beneficial ownership shall be
      calculated in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934, as amended.  For purposes of this Warrant, in determining the
      number of outstanding shares of Common Stock, the Holder may rely on the number
      of outstanding shares of Common Stock as reflected in (1) the Company's most
      recent Form 10-K, Form 10-KSB, Form 10-Q, Form 10-QSB, Current Report on Form
      8-K or other public filing with the Securities and Exchange Commission, as
      the
      case may be, (2) a more recent public announcement by the Company or (3) any
      other notice by the Company or the Transfer Agent setting forth the number
      of
      shares of Common Stock outstanding.  For any reason at any time, upon
      the written or oral request of the Holder, the Company shall within one Business
      Day confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding.  In any case, the number of outstanding shares
      of Common Stock shall be determined after giving effect to the conversion or
      exercise of securities of the Company, including the SPA Securities and the
      SPA
      Warrants, by the Holder and its affiliates since the date as of which such
      number of outstanding shares of Common Stock was reported.  By written
      notice to the Company, the Holder may from time to time increase or decrease
      the
      Maximum Percentage to any other percentage not in excess of 9.99% specified
      in
      such notice; provided that (i) any such increase will not be effective until
      the
      sixty-first (61st)
      day
      after such notice is delivered to the Company, and (ii) any such increase or
      decrease will apply only to the Holder and not to any other holder of SPA
      Warrants.  The provisions of this paragraph shall be construed and
      implemented in a manner otherwise than in strict conformity with the terms
      of
      this Section 1(f) to correct this paragraph (or any portion hereof) which may
      be
      defective or inconsistent with the intended beneficial ownership limitation
      herein contained or to make changes or supplements necessary or desirable to
      properly give effect to such limitation.


    
      
        
        

      

      
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    (ii)           Principal
      Market
      Regulation.  The Company shall not be obligated to issue any
      shares of Common Stock upon exercise of this Warrant and the Holder shall not
      have the right to receive upon exercise of this Warrant any shares of Common
      Stock, if the issuance of such shares of Common Stock would exceed the aggregate
      number of shares of Common Stock which the Company may issue upon exercise
      of
      this Warrant (including, as applicable, any shares of Common Stock issued upon
      conversion of the SPA Securities) without breaching the Company's obligations
      under the rules or regulations of the Principal Market (the "Exchange Cap"), except that
      such limitation shall not apply in the event that the Company (A) obtains the
      approval of its stockholders as required by the applicable rules of the
      Principal Market for issuances of shares of Common Stock in excess of such
      amount or (B) obtains a written opinion from outside counsel to the Company
      that
      such approval is not required, which opinion shall be reasonably satisfactory
      to
      the Required Holders.  Until such approval or written opinion is
      obtained, no Holder shall be issued, upon exercise or conversion, as applicable,
      of any SPA Warrants or SPA Securities, shares of Common Stock in an amount
      greater than the product of the Exchange Cap multiplied by a fraction, the
      numerator of which is the total number of shares of Common Stock issued to
      such
      Holder pursuant to the Securities Purchase Agreement on the Issuance Date and
      the denominator of which is the aggregate number of shares of Common Stock
      issued to the Holders pursuant to the Securities Purchase Agreement on the
      Issuance Date (with respect to each Holder, the "Exchange Cap
      Allocation").  In the event that any Holder shall sell or
      otherwise transfer any of such Holder's SPA Warrants, the transferee shall
      be
      allocated a pro rata portion of such Holder's Exchange Cap Allocation, and
      the
      restrictions of the prior sentence shall apply to such transferee with respect
      to the portion of the Exchange Cap Allocation allocated to such
      transferee.  In the event that any Holder of SPA Warrants shall
      exercise all of such Holder's SPA Warrants into a number of shares of Common
      Stock which, in the aggregate, is less than such Holder's Exchange Cap
      Allocation, then the difference between such Holder's Exchange Cap Allocation
      and the number of shares of Common Stock actually issued to such Holder shall
      be
      allocated to the respective Exchange Cap Allocations of the remaining Holders
      of
      SPA Warrants on a pro rata basis in proportion to the shares of Common Stock
      underlying the SPA Warrants then held by each such Holder.  In the
      event that the Company is prohibited from issuing any Warrant Shares for which
      an Exercise Notice has been received as a result of the operation of this
      Section 1(f)(ii), the Company shall pay cash in exchange for cancellation of
      such Warrant Shares, at a price per Warrant Share equal to the difference
      between the Closing Sale Price and the Exercise Price as of the date of the
      attempted exercise.


    
      
        
        

      

      
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    (g)
Insufficient
      Authorized
      Shares.  If at any time while this Warrant remain outstanding
      the Company does not have a sufficient number of authorized and unreserved
      shares of Common Stock to satisfy its obligation to reserve for issuance upon
      exercise of this Warrant at least a number of shares of Common Stock equal
      to
      130% (the "Required Reserve
      Amount") of the number of shares of Common Stock as shall from time to
      time be necessary to effect the exercise of all of this Warrant then outstanding
      (an "Authorized Share
      Failure"), then the Company shall immediately take all action necessary
      to increase the Company's authorized shares of Common Stock to an amount
      sufficient to allow the Company to reserve the Required Reserve Amount for
      this
      Warrant then outstanding.  Without limiting the generality of the
      foregoing sentence, as soon as practicable after the date of the occurrence
      of
      an Authorized Share Failure, but in no event later than sixty (60) days after
      the occurrence of such Authorized Share Failure, the Company shall hold a
      meeting of its stockholders for the approval of an increase in the number of
      authorized shares of Common Stock.  In connection with such meeting,
      the Company shall provide each stockholder with a proxy statement and shall
      use
      its best efforts to solicit its stockholders' approval of such increase in
      authorized shares of Common Stock and to cause its board of directors to
      recommend to the stockholders that they approve such proposal.

    


    2. 
      ADJUSTMENT OF EXERCISE
      PRICE AND NUMBER OF WARRANT SHARES.  The Exercise Price and the
      number of Warrant Shares shall be adjusted from time to time as
      follows:

    


    (a)
Adjustment
      upon Issuance of
      shares of Common Stock.  If and whenever on or after the
      Subscription Date the Company issues or sells, or in accordance with this
      Section 2 is deemed to have issued or sold, any shares of Common Stock
      (including the issuance or sale of shares of Common Stock owned or held by
      or
      for the account of the Company, but excluding shares of Common Stock deemed
      to
      have been issued by the Company in connection with any Excluded Securities
      (as
      defined in the SPA Securities) for a consideration per share (the "New Issuance Price") less than
      a price (the "Applicable
      Price") equal to the Exercise Price in effect immediately prior to such
      issue or sale or deemed issuance or sale (the foregoing a "Dilutive Issuance"), then
      immediately after such Dilutive Issuance, the Exercise Price then in effect
      shall be reduced to an amount equal to the New Issuance Price.  Upon each such
      adjustment of the Exercise Price hereunder, the number of Warrant Shares shall
      be adjusted to the number of shares of Common Stock determined by multiplying
      the Exercise Price in effect immediately prior to such adjustment by the number
      of Warrant Shares acquirable upon exercise of this Warrant immediately prior
      to
      such adjustment and dividing the product thereof by the Exercise Price resulting
      from such adjustment.  For purposes of determining the adjusted
      Exercise Price under this Section 2(a), the following shall be
      applicable:


    
      
        
        

      

      
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    (i)           Issuance
      of
      Options.  If the Company in any manner grants any Options and
      the lowest price per share for which one share of Common Stock is issuable
      upon
      the exercise of any such Option or upon conversion, exercise or exchange of
      any
      Convertible Securities issuable upon exercise of any such Option is less than
      the Applicable Price, then such share of Common Stock shall be deemed to be
      outstanding and to have been issued and sold by the Company at the time of
      the
      granting or sale of such Option for such price per share.  For
      purposes of this Section 2(a)(i), the "lowest price per share for which one
      share of Common Stock is issuable upon exercise of such Options or upon
      conversion, exercise or exchange of such Convertible Securities issuable upon
      exercise of any such Option" shall be equal to the sum of the lowest amounts
      of
      consideration (if any) received or receivable by the Company with respect to
      any
      one share of Common Stock upon the granting or sale of the Option, upon exercise
      of the Option and upon conversion, exercise or exchange of any Convertible
      Security issuable upon exercise of such Option.  No further adjustment
      of the Exercise Price or number of Warrant Shares shall be made upon the actual
      issuance of such shares of Common Stock or of such Convertible Securities upon
      the exercise of such Options or upon the actual issuance of such shares of
      Common Stock upon conversion, exercise or exchange of such Convertible
      Securities.

    


    (ii)           Issuance
      of Convertible
      Securities.  If the Company in any manner issues or sells any
      Convertible Securities and the lowest price per share for which one share of
      Common Stock is issuable upon the conversion, exercise or exchange thereof
      is
      less than the Applicable Price, then such share of Common Stock shall be deemed
      to be outstanding and to have been issued and sold by the Company at the time
      of
      the issuance or sale of such Convertible Securities for such price per
      share.  For the purposes of this Section 2(a)(ii), the "lowest price
      per share for which one share of Common Stock is issuable upon the conversion,
      exercise or exchange thereof" shall be equal to the sum of the lowest amounts
      of
      consideration (if any) received or receivable by the Company with respect to
      one
      share of Common Stock upon the issuance or sale of the Convertible Security
      and
      upon conversion, exercise or exchange of such Convertible
      Security.  No further adjustment of the Exercise Price or number of
      Warrant Shares shall be made upon the actual issuance of such shares of Common
      Stock upon conversion, exercise or exchange of such Convertible Securities,
      and
      if any such issue or sale of such Convertible Securities is made upon exercise
      of any Options for which adjustment of this Warrant has been or is to be made
      pursuant to other provisions of this Section 2(a), no further adjustment of
      the
      Exercise Price or number of Warrant Shares shall be made by reason of such
      issue
      or sale.


    
      
        
        

      

      
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    (iii)           Change
      in Option Price or
      Rate of Conversion.  If the purchase price provided for in any
      Options, the additional consideration, if any, payable upon the issue,
      conversion, exercise or exchange of any Convertible Securities, or the rate
      at
      which any Convertible Securities are convertible into or exercisable or
      exchangeable for shares of Common Stock increases or decreases at any time,
      the
      Exercise Price and the number of Warrant Shares in effect at the time of such
      increase or decrease shall be adjusted to the Exercise Price and the number
      of
      Warrant Shares which would have been in effect at such time had such Options
      or
      Convertible Securities provided for such increased or decreased purchase price,
      additional consideration or increased or decreased conversion rate, as the
      case
      may be, at the time initially granted, issued or sold.  For purposes
      of this Section 2(a)(iii), if the terms of any Option or Convertible Security
      that was outstanding as of the date of issuance of this Warrant are increased
      or
      decreased in the manner described in the immediately preceding sentence, then
      such Option or Convertible Security and the shares of Common Stock deemed
      issuable upon exercise, conversion or exchange thereof shall be deemed to have
      been issued as of the date of such increase or decrease.  No
      adjustment pursuant to this Section 2(a) shall be made if such adjustment would
      result in an increase of the Exercise Price then in effect or a decrease in
      the
      number of Warrant Shares.

    


    (iv)           Calculation
      of Consideration
      Received.  In case any Option is issued in connection with the
      issue or sale of other securities of the Company, together comprising one
      integrated transaction in which no specific consideration is allocated to such
      Options by the parties thereto, the Options will be deemed to have been issued
      for a consideration of $0.01.  If any shares of Common Stock, Options
      or Convertible Securities are issued or sold or deemed to have been issued
      or
      sold for cash, the consideration received therefor will be deemed to be the
      net
      amount received by the Company therefor.  If any shares of Common
      Stock, Options or Convertible Securities are issued or sold for a consideration
      other than cash, the amount of such consideration received by the Company will
      be the fair value of such consideration, except where such consideration
      consists of securities, in which case the amount of consideration received
      by
      the Company will be the Closing Sale Price of such security on the date of
      receipt.  If any shares of Common Stock, Options or Convertible
      Securities are issued to the owners of the non-surviving entity in connection
      with any merger in which the Company is the surviving entity, the amount of
      consideration therefor will be deemed to be the fair value of such portion
      of
      the net assets and business of the non-surviving entity as is attributable
      to
      such shares of Common Stock, Options or Convertible Securities, as the case
      may
      be.  The fair value of any consideration other than cash or securities
      will be determined jointly by the Company and the Required
      Holders.  If such parties are unable to reach agreement within ten
      (10) days after the occurrence of an event requiring valuation (the "Valuation Event"), the fair
      value of such consideration will be determined within five (5) Business Days
      after the tenth (10th)
      day
      following the Valuation Event by an independent, reputable appraiser jointly
      selected by the Company and the Required Holders.  The determination
      of such appraiser shall be final and binding upon all parties absent manifest
      error and the fees and expenses of such appraiser shall be borne by the
      Company.


    
      
        
        

      

      
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    (v)           Record
      Date.  If the Company takes a record of the holders of shares
      of Common Stock for the purpose of entitling them (A) to receive a dividend
      or
      other distribution payable in shares of Common Stock, Options or in Convertible
      Securities or (B) to subscribe for or purchase shares of Common Stock, Options
      or Convertible Securities, then such record date will be deemed to be the date
      of the issue or sale of the shares of Common Stock deemed to have been issued
      or
      sold upon the declaration of such dividend or the making of such other
      distribution or the date of the granting of such right of subscription or
      purchase, as the case may be.

    


    (vii)           Voluntary
      Adjustment By
      Company.  The Company may at any time during the term of this
      Warrant reduce the then current Exercise Price to any amount and for any period
      of time deemed appropriate by the Board of Directors of the
      Company.

    


    (b)
Adjustment
      upon Subdivision
      or Combination of Common Stock.  If the Company at any time on
      or after the Subscription Date subdivides (by any stock split, stock dividend,
      recapitalization or otherwise) one or more classes of its outstanding shares
      of
      Common Stock into a greater number of shares, the Exercise Price in effect
      immediately prior to such subdivision will be proportionately reduced and the
      number of Warrant Shares will be proportionately increased.  If the
      Company at any time on or after the Subscription Date  combines (by
      combination, reverse stock split or otherwise) one or more classes of its
      outstanding shares of Common Stock into a smaller number of shares, the Exercise
      Price in effect immediately prior to such combination will be proportionately
      increased and the number of Warrant Shares will be proportionately
      decreased.  Any adjustment under this Section 2(b) shall become
      effective at the close of business on the date the subdivision or combination
      becomes effective.


    
      
        
        

      

      
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    (c)
Other
      Events.  If any event occurs of the type contemplated by the
      provisions of this Section 2 but not expressly provided for by such provisions
      (including, without limitation, the granting of stock appreciation rights,
      phantom stock rights or other rights with equity features), then the Company's
      Board of Directors will make an appropriate adjustment in the Exercise Price
      and
      the number of Warrant Shares so as to protect the rights of the Holder; provided
      that no such adjustment pursuant to this Section 2(c) will increase the Exercise
      Price or decrease the number of Warrant Shares as otherwise determined pursuant
      to this Section 2.

    


    3. 
      RIGHTS UPON
      DISTRIBUTION OF ASSETS.  If the Company shall declare or make
      any dividend or other distribution of its assets (or rights to acquire its
      assets) to holders of shares of Common Stock, by way of return of capital or
      otherwise (including, without limitation, any distribution of cash, stock or
      other securities, property or options by way of a dividend, spin off,
      reclassification, corporate rearrangement, scheme of arrangement or other
      similar transaction) (a "Distribution"), at any time
      after the issuance of this Warrant, then, in each such case:

    


    (a)
      any
      Exercise Price in effect immediately prior to the close of business on the
      record date fixed for the determination of holders of shares of Common Stock
      entitled to receive the Distribution shall be reduced, effective as of the
      close
      of business on such record date, to a price determined by multiplying such
      Exercise Price by a fraction of which (i) the numerator shall be the Closing
      Bid
      Price of the shares of Common Stock on the Trading Day immediately preceding
      such record date minus the value of the Distribution (as determined in good
      faith by the Company's Board of Directors) applicable to one share of Common
      Stock, and (ii) the denominator shall be the Closing Bid Price of the shares
      of
      Common Stock on the Trading Day immediately preceding such record date;
      and

    


    (b)
      the
      number of Warrant Shares shall be increased to a number of shares equal to
      the
      number of shares of Common Stock obtainable immediately prior to the close
      of
      business on the record date fixed for the determination of holders of shares
      of
      Common Stock entitled to receive the Distribution multiplied by the reciprocal
      of the fraction set forth in the immediately preceding paragraph (a); provided
      that in the event that the Distribution is of shares of Common Stock (or common
      stock) ("Other Shares of Common
      Stock") of a company whose common shares are traded on a national
      securities exchange or a national automated quotation system, then the Holder
      may elect to receive a warrant to purchase Other Shares of Common Stock in
      lieu
      of an increase in the number of Warrant Shares, the terms of which shall be
      identical to those of this Warrant, except that such warrant shall be
      exercisable into the number of shares of Other Shares of Common Stock that
      would
      have been payable to the Holder pursuant to the Distribution had the Holder
      exercised this Warrant immediately prior to such record date and with an
      aggregate exercise price equal to the product of the amount by which the
      exercise price of this Warrant was decreased with respect to the Distribution
      pursuant to the terms of the immediately preceding paragraph (a) and the number
      of Warrant Shares calculated in accordance with the first part of this paragraph
      (b).


    
      
        
        

      

      
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    4. 
      PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

    


    (a)
Purchase
      Rights.  In addition to any adjustments pursuant to Section 2
      above, if at any time the Company grants, issues or sells any Options,
      Convertible Securities or rights to purchase stock, warrants, securities or
      other property pro rata to the record holders of any class of shares of Common
      Stock (the "Purchase
      Rights"), then the Holder will be entitled to acquire, upon the terms
      applicable to such Purchase Rights, the aggregate Purchase Rights which the
      Holder could have acquired if the Holder had held the number of shares of Common
      Stock acquirable upon complete exercise of this Warrant (without regard to
      any
      limitations on the exercise of this Warrant) immediately before the date on
      which a record is taken for the grant, issuance or sale of such Purchase Rights,
      or, if no such record is taken, the date as of which the record holders of
      shares of Common Stock are to be determined for the grant, issue or sale of
      such
      Purchase Rights.

    


    (b)
Fundamental
      Transactions.  The Company shall not enter into or be party to
      a Fundamental Transaction unless (i)  the Successor Entity assumes in
      writing all of the obligations of the Company under this Warrant and the other
      Transaction Documents in accordance with the provisions of this Section (4)(b)
      pursuant to written agreements in form and substance satisfactory to the
      Required Holders and approved by the Required Holders prior to such Fundamental
      Transaction, including agreements to deliver to each holder of Warrants in
      exchange for such Warrants a security of the Successor Entity evidenced by
      a
      written instrument substantially similar in form and substance to this Warrant,
      including, without limitation, an adjusted exercise price equal to the value
      for
      the shares of Common Stock reflected by the terms of such Fundamental
      Transaction, and exercisable for a corresponding number of shares of capital
      stock equivalent to the shares of Common Stock acquirable and receivable upon
      exercise of this Warrant (without regard to any limitations on the exercise
      of
      this Warrant) prior to such Fundamental Transaction, and satisfactory to the
      Required Holders and (ii) the Successor Entity (including its Parent Entity)
      is
      a publicly traded corporation whose common stock is quoted on or listed for
      trading on an Eligible Market.  Upon the occurrence of any Fundamental
      Transaction, the Successor Entity shall succeed to, and be substituted for
      (so
      that from and after the date of such Fundamental Transaction, the provisions
      of
      this Warrant referring to the "Company" shall refer instead to the Successor
      Entity), and may exercise every right and power of the Company and shall assume
      all of the obligations of the Company under this Warrant with the same effect
      as
      if such Successor Entity had been named as the Company herein.  Upon
      consummation of the Fundamental Transaction, the Successor Entity shall deliver
      to the Holder confirmation that there shall be issued upon exercise of this
      Warrant at any time after the consummation of the Fundamental Transaction,
      in
      lieu of the shares of the Common Stock (or other securities, cash, assets or
      other property) purchasable upon the exercise of the Warrant prior to such
      Fundamental Transaction, such shares of the publicly traded Common Stock (or
      its
      equivalent) of the Successor Entity (including its Parent Entity) which the
      Holder would have been entitled to receive upon the happening of such
      Fundamental Transaction had this Warrant been converted immediately prior to
      such Fundamental Transaction, as adjusted in accordance with the provisions
      of
      this Warrant.  In addition to and not in substitution for any other
      rights hereunder, prior to the consummation of any Fundamental Transaction
      pursuant to which holders of shares of Common Stock are entitled to receive
      securities or other assets with respect to or in exchange for shares of Common
      Stock (a "Corporate
      Event"), the Company shall make appropriate provision to insure that the
      Holder will thereafter have the right to receive upon an exercise of this
      Warrant at any time after the consummation of the Fundamental Transaction but
      prior to the Expiration Date, in lieu of the shares of the Common Stock (or
      other securities, cash, assets or other property) purchasable upon the exercise
      of the Warrant prior to such Fundamental Transaction, such shares of stock,
      securities, cash, assets or any other property whatsoever (including warrants
      or
      other purchase or subscription rights) which the Holder would have been entitled
      to receive upon the happening of such Fundamental Transaction had the Warrant
      been exercised immediately prior to such Fundamental
      Transaction.  Provision made pursuant to the preceding sentence shall
      be in a form and substance reasonably satisfactory to the Required
      Holders.  The provisions of this Section shall apply similarly and
      equally to successive Fundamental Transactions and Corporate Events and shall
      be
      applied without regard to any limitations on the exercise of this
      Warrant.


    
      
        
        

      

      
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    (c)
      Notwithstanding the foregoing and the provisions of Section 4(b) above, in
      the
      event of a Fundamental Transaction, at the request of the Holder delivered
      before the ninetieth (90th) day after the consummation of such Fundamental
      Transaction, the Company (or the
      Successor Entity) shall
      purchase this Warrant from the Holder by paying to the Holder, within five
      (5)
      Business Days after such request (or, if later, on the effective date of the
      Fundamental Transaction), cash in an amount equal to the Black Scholes
      Value of the remaining unexercised portion of this Warrant on the date of such
      Fundamental Transaction.

    


    5. 
      NONCIRCUMVENTION.  The
      Company hereby covenants and agrees that the Company will not, by amendment
      of
      its Articles of Incorporation, Bylaws or through any reorganization, transfer
      of
      assets, consolidation, merger, scheme of arrangement, 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 of this Warrant, and will at
      all
      times in good faith carry out all the provisions of this Warrant and take all
      action as may be required to protect the rights of the
      Holder.  Without limiting the generality of the foregoing, the Company
      (i) shall not increase the par value of any shares of Common Stock receivable
      upon the exercise of this Warrant above the Exercise Price then in effect,
      (ii)
      shall take all such actions as may be necessary or appropriate in order that
      the
      Company may validly and legally issue fully paid and nonassessable shares of
      Common Stock upon the exercise of this Warrant, and (iii) shall, so long as
      any
      of the SPA Warrants are outstanding, take all action necessary to reserve and
      keep available out of its authorized and unissued shares of Common Stock, solely
      for the purpose of effecting the exercise of the SPA Warrants, 130% of the
      number of shares of Common Stock as shall from time to time be necessary to
      effect the exercise of the SPA Warrants then outstanding (without regard to
      any
      limitations on exercise).

    


    6. 
      WARRANT HOLDER NOT
      DEEMED A STOCKHOLDER.  Except as otherwise specifically
      provided herein, 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, 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 6, the Company shall provide
      the Holder with copies of the same notices and other information given to the
      stockholders of the Company generally, contemporaneously with the giving thereof
      to the stockholders.


    
      
        
        

      

      
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    7. 
      REISSUANCE OF
      WARRANTS.

    


    (a)
Transfer
      of
      Warrant.  If this Warrant is to be transferred, the Holder
      shall surrender this Warrant to the Company, whereupon the Company will
      forthwith issue and deliver upon the order of the Holder a new Warrant (in
      accordance with Section 7(d)), registered as the Holder may request,
      representing the right to purchase the number of Warrant Shares being
      transferred by the Holder and, if less than the total number of Warrant Shares
      then underlying this Warrant is being transferred, a new Warrant (in accordance
      with Section 7(d)) to the Holder representing the right to purchase the number
      of Warrant Shares not being transferred.

    


    (b)
Lost,
      Stolen or Mutilated
      Warrant.  Upon receipt by the Company of evidence reasonably
      satisfactory to the Company of the loss, theft, destruction or mutilation of
      this Warrant, and, in the case of loss, theft or destruction, of any
      indemnification undertaking by the Holder to the Company in customary form
      and,
      in the case of mutilation, upon surrender and cancellation of this Warrant,
      the
      Company shall execute and deliver to the Holder a new Warrant (in accordance
      with Section 7(d)) representing the right to purchase the Warrant Shares then
      underlying this Warrant.

    


    (c)
Exchangeable
      for Multiple
      Warrants.  This Warrant is exchangeable, upon the surrender
      hereof by the Holder at the principal office of the Company, for a new Warrant
      or Warrants (in accordance with Section 7(d)) representing in the aggregate
      the
      right to purchase the number of Warrant Shares then underlying this Warrant,
      and
      each such new Warrant will represent the right to purchase such portion of
      such
      Warrant Shares as is designated by the Holder at the time of such surrender;
      provided, however, that no Warrants for fractional shares of Common Stock shall
      be given.

    


    (d)
Issuance
      of New
      Warrants.  Whenever the Company is required to issue a new
      Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be
      of
      like tenor with this Warrant, (ii) shall represent, as indicated on the face
      of
      such new Warrant, the right to purchase the Warrant Shares then underlying
      this
      Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a)
      or Section 7(c), the Warrant Shares designated by the Holder which, when added
      to the number of shares of Common Stock underlying the other new Warrants issued
      in connection with such issuance, does not exceed the number of Warrant Shares
      then underlying this Warrant), (iii) shall have an issuance date, as indicated
      on the face of such new Warrant which is the same as the Issuance Date, and
      (iv)
      shall have the same rights and conditions as this Warrant.

    


    8. 
      NOTICES.  Whenever
      notice is required to be given under this Warrant, unless otherwise provided
      herein, such notice shall be given in accordance with Section 9(f) of the
      Securities Purchase Agreement.  The Company shall provide the Holder
      with prompt written notice of all actions taken pursuant to this Warrant,
      including in reasonable detail a description of such action and the reason
      therefor.  Without limiting the generality of the foregoing, the
      Company will give written notice to the Holder (i) immediately upon any
      adjustment of the Exercise Price, setting forth in reasonable detail, and
      certifying, the calculation of such adjustment and (ii) at least fifteen (15)
      days prior to the date on which the Company closes its books or takes a record
      (A) with respect to any dividend or distribution upon the shares of Common
      Stock, (B) with respect to any grants, issuances or sales of any Options,
      Convertible Securities or rights to purchase stock, warrants, securities or
      other property to holders of shares of Common Stock or (C) for determining
      rights to vote with respect to any Fundamental Transaction, dissolution or
      liquidation, provided in each case that such information shall be made known
      to
      the public prior to or in conjunction with such notice being provided to the
      Holder.


    
      
        
        

      

      
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    9. 
      AMENDMENT AND
      WAIVER.  Except as otherwise provided herein, the provisions of
      this Warrant may be amended and the Company may take any action herein
      prohibited, or omit to perform any act herein required to be performed by it,
      only if the Company has obtained the written consent of the Required Holders;
      provided that no such action may increase the exercise price of any SPA Warrant
      or decrease the number of shares or class of stock obtainable upon exercise
      of
      any SPA Warrant without the written consent of the Holder.  No such
      amendment shall be effective to the extent that it applies to less than all
      of
      the holders of the SPA Warrants then outstanding.

    


    10.
GOVERNING
      LAW.  This Warrant shall be governed by and construed and
      enforced in accor­dance with, and all questions concerning the construction,
      validity, interpretation and performance of this Warrant shall be governed
      by,
      the internal laws of the State of New York, without giving effect to any choice
      of law or conflict of law provision or rule (whether of the State of New York
      or
      any other jurisdictions) that would cause the application of the laws of any
      jurisdictions other than the State of New York.

    


    11.
CONSTRUCTION;
      HEADINGS.  This Warrant shall be deemed to be jointly drafted
      by the Company and all the Buyers and shall not be construed against any person
      as the drafter hereof.  The headings of this Warrant are for
      convenience of reference and shall not form part of, or affect the
      interpretation of, this Warrant.

    


    12.
DISPUTE
      RESOLUTION.  In the case of a dispute as to the determination
      of the Exercise Price or the arithmetic calculation of the Warrant Shares,
      the
      Company shall submit the disputed determinations or arithmetic calculations
      via
      facsimile within two (2) Business Days of receipt of the Exercise Notice giving
      rise to such dispute, as the case may be, to the Holder.  If the
      Holder and the Company are unable to agree upon such determination or
      calculation of the Exercise Price or the Warrant Shares within three (3)
      Business Days of such disputed determination or arithmetic calculation being
      submitted to the Holder, then the Company shall, within two (2) Business Days
      submit via facsimile (a) the disputed determination of the 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.


    
      
        
        

      

      
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    13.
REMEDIES,
      OTHER OBLIGATIONS,
      BREACHES AND INJUNCTIVE RELIEF.  The remedies provided in this
      Warrant shall be cumulative and in addition to all other remedies available
      under this Warrant and the other Transaction Documents, at law or in equity
      (including a decree of specific performance and/or other injunctive relief),
      and
      nothing herein shall limit the right of the Holder to pursue actual damages
      for
      any failure by the Company to comply with the terms of this
      Warrant.  The Company acknowledges that a breach by it of its
      obligations hereunder will cause irreparable harm to the Holder and that the
      remedy at law for any such breach may be inadequate.  The Company
      therefore agrees that, in the event of any such breach or threatened breach,
      the
      holder of this Warrant shall be entitled to seek, in addition to all other
      available remedies, to an injunction restraining any breach, without the
      necessity of showing economic loss and without any bond or other security being
      required.

    


    14.
TRANSFER.
      This
      Warrant may be offered for sale, sold, transferred or assigned without the
      consent of the Company, except as may otherwise be required by Section 2(f)
      of
      the Securities Purchase Agreement.

    


    15.
SEVERABILITY.
      If any
      provision of this Warrant is prohibited by law or otherwise determined to be
      invalid or unenforceable by a court of competent jurisdiction, the provision
      that would otherwise be prohibited, invalid or unenforceable shall be deemed
      amended to apply to the broadest extent that it would be valid and enforceable,
      and the invalidity or unenforceability of such provision shall not affect the
      validity of the remaining provisions of this Warrant so long as this Warrant
      as
      so modified continues to express, without material change, the original
      intentions of the parties as to the subject matter hereof and the prohibited
      nature, invalidity or unenforceability of the provision(s) in question does
      not
      substantially impair the respective expectations or reciprocal obligations
      of
      the parties or the practical realization of the benefits that would otherwise
      be
      conferred upon the parties.  The parties will endeavor in good faith
      negotiations to replace the prohibited, invalid or unenforceable provision(s)
      with a valid provision(s), the effect of which comes as close as possible to
      that of the prohibited, invalid or unenforceable provision(s).

    


    16.
CERTAIN
      DEFINITIONS.  For purposes of this Warrant, the following terms
      shall have the following meanings:

    


    (a)
      "Bloomberg" means
      Bloomberg Financial Markets.

    


    (b)
      "Business Day" means any
      day other than Saturday, Sunday or other day on which commercial banks in The
      City of New York are authorized or required by law to remain
      closed.

    


    (c)
      "Closing Bid Price" and
      "Closing Sale Price"
      means, for any security as of any date, the last closing bid price and last
      closing trade price, respectively, for such security on the Principal Market,
      as
      reported by Bloomberg, or, if the Principal Market begins to operate on an
      extended hours basis and does not designate the closing bid price or the closing
      trade price, as the case may be, then the last bid price or the last trade
      price, respectively, of such security prior to 4:00:00 p.m., New York time,
      as
      reported by Bloomberg, or, if the Principal Market is not the principal
      securities exchange or trading market for such security, the last closing bid
      price or last trade price, respectively, of such security on the principal
      securities exchange or trading market where such security is listed or traded
      as
      reported by Bloomberg, or if the foregoing do not apply, the last closing bid
      price or last trade price, respectively, of such security in the
      over-the-counter market on the electronic bulletin board for such security
      as
      reported by Bloomberg, or, if no closing bid price or last trade price,
      respectively, is reported for such security by Bloomberg, 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 (formerly the National
      Quotation Bureau, Inc.).  If the Closing Bid Price or the Closing Sale
      Price cannot be calculated for a security on a particular date on any of the
      foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case
      may be, 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
      such dispute shall be resolved pursuant to Section 12.  All such
      determinations to be appropriately adjusted for any stock dividend, stock split,
      stock combination or other similar transaction during the applicable calculation
      period.


    
      
        
        

      

      
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          15
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    (d)
      "Common Stock" means (i)
      the Company's shares of Common Stock, par value $0.001 per share, and (ii)
      any
      stock capital into which such Common Stock shall have been changed or any stock
      capital resulting from a reclassification of such Common Stock.

    


    (e)
      "Convertible Securities"
      means any stock or securities (other than Options) directly or indirectly
      convertible into or exercisable or exchangeable for shares of Common
      Stock.

    


    (f)
      "Eligible Market" means
      the Principal Market, the American Stock Exchange, The New York Stock Exchange,
      Inc., The NASDAQ Global Market, The NASDAQ Global Select Market or The NASDAQ
      Capital Market.

    


    (g)
      "Expiration Date" means
      the date sixty (60) months after the Issuance Date or, if such date falls on
      a
      day other than a Business Day or on which trading does not take place on the
      Principal Market (a "Holiday"), the next date
      that
      is not a Holiday.

    


    (h)
      "Fundamental
      Transaction" means that (i) the Company shall, directly or indirectly, in
      one or more related transactions, (A) consolidate or merge with or into (whether
      or not the Company is the surviving corporation) another Person, or (B) sell,
      assign, transfer, convey or otherwise dispose of all or substantially all of
      the
      properties or assets of the Company to another Person, or (C) allow another
      Person to make a purchase, tender or exchange offer that is accepted by the
      holders of more than the 50% of the outstanding shares of Common Stock (not
      including any shares of Common Stock held by the Person or Persons making or
      party to, or associated or affiliated with the Persons making or party to,
      such
      purchase, tender or exchange offer), or (D) consummate a stock purchase
      agreement or other business combination (including, without limitation, a
      reorganization, recapitalization, spin-off or scheme of arrangement) with
      another Person whereby such other Person acquires more than 50% of the
      outstanding shares of Common Stock (not including any shares of Common Stock
      held by the other Person or other Persons making or party to, or associated
      or
      affiliated with the other Persons making or party to, such stock purchase
      agreement or other business combination), (E) reorganize, recapitalize or
      reclassify its Common Stock, or (ii) any "person" or "group" (as these terms
      are
      used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall
      become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
      Act),
      directly or indirectly, of 50% of the aggregate ordinary voting power
      represented by issued and outstanding Common Stock.


    
      
        
        

      

      
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          16
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    (i)
      "Options" means any
      rights, warrants or options to subscribe for or purchase shares of Common Stock
      or Convertible Securities.

    


    (j)
      "Parent Entity" of a
      Person means an entity that, directly or indirectly, controls the applicable
      Person and whose common stock or equivalent equity security is quoted or listed
      on an Eligible Market, or, if there is more than one such Person or Parent
      Entity, the Person or Parent Entity with the largest public market
      capitalization as of the date of consummation of the Fundamental
      Transaction.

    


    (k)
      "Person" means an
      individual, a limited liability company, a partnership, a joint venture, a
      corporation, a trust, an unincorporated organization, any other entity and
      a
      government or any department or agency thereof.

    


    (l)
      "Principal Market" means
the
      OTC Bulletin
      Board.

    


    (m)
      "Registration Rights
      Agreement" means that certain registration rights agreement dated as of
      the Subscription Date by and among the Company and the Buyers.

    


    (n)
      "Required Holders" means
      the holders of the SPA Warrants representing at least a majority of shares
      of
      Common Stock underlying the SPA Warrants then outstanding.

    


    (o)
      "SPA Securities" means
      the Notes issued pursuant to the securities Purchase Agreement.

    


    (p)
      "Successor Entity" means
      the Person (or, if so elected by the Required Holders, the Parent Entity) formed
      by, resulting from or surviving any Fundamental Transaction or the Person (or,
      if so elected by the Required Holders, the Parent Entity) with which such
      Fundamental Transaction shall have been entered into.

    


    (q)
      "Trading Day" means any
      day on which the Common Stock is traded on the Principal Market, or, if the
      Principal Market is not the principal trading market for the Common Stock,
      then
      on the principal securities exchange or securities market on which the Common
      Stock is then traded; provided that "Trading Day" shall not include any day
      on
      which the Common Stock is scheduled to trade on such exchange or market for
      less
      than 4.5 hours or any day that the Common Stock is suspended from trading during
      the final hour of trading on such exchange or market (or if such exchange or
      market does not designate in advance the closing time of trading on such
      exchange or market, then during the hour ending at 4:00:00 p.m., New York
      time).


    
      
        
        

      

      
        -
          17
          -

        
          

        

      

      
        
        

      

    


    (r)
      "Weighted Average Price"
      means, for any security as of any date, the dollar volume-weighted average
      price
      for such security on the Principal Market during the period beginning at 9:30:01
      a.m., New York City Time (or such other time as the Principal Market publicly
      announces is the official open of trading), and ending at 4:00:00 p.m., New
      York
      City Time (or such other time as the Principal Market publicly announces is
      the
      official close of trading), as reported by Bloomberg through its "Volume at
      Price" function or, if the foregoing does not apply, the dollar volume-weighted
      average price of such security in the over-the-counter market on the electronic
      bulletin board for such security during the period beginning at 9:30:01 a.m.,
      New York City Time (or such other time as the Principal Market publicly
      announces is the official open of trading), and ending at 4:00:00 p.m., New
      York
      City Time (or such other time as the Principal Market publicly announces is
      the
      official close of trading), as reported by Bloomberg, or, if no dollar
      volume-weighted average price is reported for such security by Bloomberg for
      such hours, the average of the highest closing bid price and the lowest closing
      ask price of any of the market makers for such security as reported in the
      "pink
      sheets" by Pink Sheets LLC (formerly the National Quotation Bureau,
      Inc.).  If the Weighted Average Price cannot be calculated for a
      security on a particular date on any of the foregoing bases, the Weighted
      Average 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
      such dispute shall be resolved pursuant to Section 12 with the term "Weighted
      Average Price" being substituted for the term "Exercise Price." All such
      determinations shall be appropriately adjusted for any stock dividend, stock
      split, stock combination or other similar transaction during the applicable
      calculation period.

    


    [Signature
      Page Follows]


    
      
        
        

      

      
        -
          18
          -

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      Company has caused this Warrant to Purchase Common Stock to be duly executed
      as
      of the Issuance Date set out above.

    


    


    
      	 	
              ENTERCONNECT
                INC.

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	
              Name:

            	
              Sam
                Jankovich

            	 
	 	
              Title:

            	
              Chairman
&
Chief
                Executive
                Officer

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    


    


    EXERCISE
      NOTICE

    


    TO
      BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

    WARRANT
      TO PURCHASE COMMON STOCK

    


    


    ENTERCONNECT
      INC.

    


    The
      undersigned holder hereby exercises the right to purchase _________________
      of
      the shares of Common Stock ("Warrant Shares") of
      EnterConnect Inc., a Nevada corporation (the "Company"), evidenced by the
      attached Warrant to Purchase Common Stock (the "Warrant").  Capitalized
      terms used herein and not otherwise defined shall have the respective meanings
      set forth in the Warrant.

    


    1.  Form
      of Exercise Price.  The Holder intends that payment of the Exercise
      Price shall be made as:

    


    
      	
               

            	
              ____________________

            	
              a
                "Cash
                Exercise" with respect to _________________ Warrant Shares; and/or
                

            


    

    


    
      	
               

            	
              ____________________

            	
              a
                "Cashless
                Exercise" with respect to _______________ Warrant Shares.
                

            


    

    


    2.  Payment
      of Exercise Price.  In the event that the holder has elected a Cash
      Exercise with respect to some or all of the Warrant Shares to be issued pursuant
      hereto, the holder shall pay the Aggregate Exercise Price in the sum of
      $___________________ to the Company in accordance with the terms of the
      Warrant.

    


    3.  Delivery
      of Warrant Shares.  The Company shall deliver to the holder __________
      Warrant Shares in accordance with the terms of the Warrant.

    


    Date:
      _______________ __, ______

     

     

    _____________________________

    Name
      of Registered Holder

     

    By:        _______________________

                  Name:

                  Title:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ACKNOWLEDGMENT

    


    


    The
      Company hereby acknowledges this
      Exercise Notice and hereby directs Interwest Transfer Co., Inc. to issue the
      above indicated number of shares of Common Stock in accordance with the Transfer
      Agent Instructions dated December __, 2007 from the Company and acknowledged
      and
      agreed to by Interwest Transfer Co., Inc.

    


    


    
      	 	
              ENTERCONNECT
                INC.

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title: