ex102.htm


    WARRANT
      AGREEMENT

    


    WARRANT
      AGREEMENT, dated as of
      _____________________, between Universal Tracking Solutions, Inc., a Nevada
      corporation (the "Company"), and the persons whose names and addresses are
      set
      forth on Schedule I annexed hereto (the "Holders").

    


    W
      I T N E S S E T H:

    


    1.
      Issue.
      The Company shall issue to each Holder a certificate (the "Warrant Certificate")
      dated as of the date hereof providing each such Holder with the right to
      purchase, at any time, from August 1, 2006, until 5:30 p.m., New York time,
      on
      July 31, 2008, the number of Common Shares listed next to the name of each
      such
      Holder on Exhibit I (the "Warrant Shares") (subject to adjustment as provided
      in
      Section 9 hereof), at an exercise price (subject to adjustment as provided
      in
      Section 9 hereof) of $0.20 per Common Share, as outlined in Exhibit
      I.

    


    2.
      Warrant Certificate. The Warrant Certificate to be delivered pursuant to this
      Agreement shall be in the form set forth in Exhibit X, attached hereto and
      made
      a part hereof, with such appropriate insertions, omissions, substitutions and
      other variations as are required or permitted by this Agreement.

    


    3.
      Exercisability of Warrants. The Warrants shall be exercisable at any time from
      August 1, 2006, until 5:30 p.m., New York time, on July 31, 2008.

    


    4.
      Procedure for Exercise of Warrants.

    


    4.1
      Cash Exercise. The Warrants are
      exercisable at an aggregate initial exercise price per Common Share set forth
      in
      Section 7 hereof payable by certified check or official bank check. Upon
      surrender of a Warrant Certificate with the annexed Form of Election to Purchase
      duly executed, together with payment of the Exercise Price (as hereinafter
      defined) for the Warrant Shares purchased, at the Company's principal offices
      in
      Gilbert, Arizona (presently located at 3317 S. Higley Rd., Suite 114-475,
      Gilbert, AZ 85297) the registered holder of a Warrant Certificate (individually
      a "Holder" and sometimes collectively the "Holders") shall be entitled to
      receive a certificate for the Warrant Shares so purchased. The purchase rights
      represented by the Warrant Certificate are exercisable at the option of the
      Holder thereof, in whole or in part (but not as to fractional Common Shares
      underlying the Warrants). In the case of the purchase of less than all the
      Warrant Shares purchasable under the Warrant Certificate, the Company shall
      cancel said Warrant Certificate upon the surrender thereof and shall execute
      and
      deliver a new Warrant Certificate of like tenor for the balance of the Warrant
      Shares purchasable thereunder.

    


    4.2
      Call Provision. The Company may
      call the Warrant Certificate upon certain market conditions. If the Current
      Market Price (as defined below) of the Company’s common stock is equal to $1.00
      over the exercise price of the Warrant Shares, the Company may call or
      repurchase the Warrant Certificate.

    


    4.3
      Current Market Price. The term
      "Current Market Price" shall mean (i) if the Company’s common shares are traded
      in the over-the-counter market or on the National Association of Securities
      Dealers, Inc. Automated Quotations System ("NASDAQ"), the average per Share
      closing bid price on the 20 consecutive trading days immediately preceding
      the
      date of exercise or date of call by the Company, as reported by NASDAQ or an
      equivalent generally accepted reporting service, or (ii) if the Shares are
      traded on a national securities exchange, the average for the 20 consecutive
      trading days immediately preceding the exercise date or the date of call by
      the
      Company of the daily per Share closing prices on the principal stock exchange
      on
      which the Shares are listed, as the case may be. The closing price referred
      to
      in clause (ii) above shall be the last reported sales price or, if no such
      reported sale takes place on such day, the average of the reported closing
      bid
      and asked prices, in either case on the national securities exchange on which
      the Shares are then listed.

    


    
      
        
        

      

      
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    5.
      Issuance of Certificate. Upon the exercise of the Warrants, the issuance of
      a
      certificate for Warrant Shares (or other securities) shall be made forthwith
      (and in any event within five (5) business days thereafter) without charge
      to
      the Holder thereof including, without limitation, any tax which may be payable
      in respect of the issuance thereof, and such certificate shall (subject to
      the
      provisions of Sections 6 and 8 hereof) be issued in the name of, or in such
      names as may be directed by, the Holder thereof; provided, however, that the
      Company shall not be required to pay any tax which may be payable in respect
      of
      any transfer involved in the issuance and delivery of any such certificate
      in a
      name other than that of the Holder and the Company shall not be required to
      issue or deliver such certificate unless or until the person or persons
      requesting the issuance thereof shall have paid to the Company the amount of
      such tax or shall have established to the satisfaction of the Company that
      such
      tax has been paid. The Warrant Certificate and the certificate representing
      the
      Warrant Shares (or other securities) shall be executed on behalf of the Company
      by the manual or facsimile signature of the then present Chairman or Vice
      Chairman of the Board of Directors or President or any Vice President of the
      Company under its corporate seal reproduced thereon, attested to by the manual
      or facsimile signature of the then present Secretary or any Assistant Secretary
      of the Company. The Warrant Certificate shall be dated the date of execution
      by
      the Company upon initial issuance, division, exchange, substitution or
      transfer.

    


    6.
      Transfer of Warrants. The Holder of the Warrant Certificate, by its acceptance
      thereof, covenants and agrees that the Warrants are being acquired as an
      investment and not with a view to the distribution thereof. The Warrants may
      be
      sold, transferred, assigned, hypothecated or otherwise disposed of, in whole
      or
      in part, without restriction, subject to compliance with applicable securities
      laws.

    


    7.
      Exercise Price.

    


    7.1
      Initial and Adjusted Exercise Price. Except as otherwise provided in Section
      9
      hereof, the initial exercise price of each Warrant shall be the price set forth
      in Section 1 hereof per Warrant issued thereunder. The adjusted exercise price
      shall be the price which shall result from time to time from any and all
      adjustments of the initial exercise price in accordance with the provisions
      of
      Section 9 hereof.

    


    7.2
      Exercise Price. The term "Exercise Price" herein shall mean the initial exercise
      price or the adjusted exercise price, depending upon the context.

    


    8.
      Registration Under the Securities Act of 1933. Subject to the Rider to Warrant
      Agreement - Grant of Piggyback Registration Rights issued by the Company and
      the
      Holders dated as of the date hereof and attached hereto, the Warrants, the
      Warrant Shares and any of the other securities issuable upon exercise of the
      Warrants have not been registered under the Securities Act of 1933, as amended
      (the "Act"). Upon exercise, in whole or in part, of the Warrants, a certificate
      representing the Warrant Shares underlying the Warrants, and any of the other
      securities issuable upon exercise of the Warrants (collectively, the "Warrant
      Securities") shall bear the following legend unless such Warrant Shares
      previously have been registered under the Act in accordance with the terms
      hereof:

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED ("ACT"), AND MAY NOT BE OFFERED OR SOLD
      EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii)
      TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER
      THE
      ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL,
      IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER,
      THAT
      AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

    
      
        
        

      

      
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    9.
      Adjustments to Exercise Price and Number of Securities. The Exercise Price
      and,
      in some cases, the number of Warrant Shares purchasable upon the exercise of
      the
      Warrants, shall be subject to adjustment from time to time upon the occurrence
      of certain events described in this Section 9.

    


    9.1
      Subdivision or Combination of Common Shares and Common Share Dividend. In case
      the Company shall at any time subdivide its outstanding Common Shares into
      a
      greater number of Common Shares or declare a dividend upon its Common Shares
      payable solely in Common Shares, the Exercise Price in effect immediately prior
      to such subdivision or declaration shall be proportionately reduced, and the
      number of Warrant Shares issuable upon exercise of the Warrants shall be
      proportionately increased. Conversely, in case the outstanding Common Shares
      of
      the Company shall be combined into a smaller number of Common Shares, the
      Exercise Price in effect immediately prior to such combination shall be not
      proportionately increased, and the number of Warrant Shares issuable upon
      exercise of the Warrants shall be not proportionately reduced so that in case
      the outstanding Common Shares of the Company shall be combined into a smaller
      number of Common Shares the Holder shall receive the number of Warrants Shares
      the Holder would have received upon exercise of the Warrants prior to any such
      combination becoming effective.

    


    9.2
      Dilutive Issuances. In the event that the Company shall sell or issue at any
      time after the date of this Warrant and prior to its termination, Shares (other
      than Excluded Shares, as defined in Section 9.2.5) at a consideration per Share
      less than $.20, then the Exercise Price shall be adjusted to a new Exercise
      Price (calculated to the nearest cent) determined by dividing (a) an amount
      equal to (i) the total number of Shares Outstanding (as defined below and
      subject to adjustment in the manner set forth in Section 9.1) on the date of
      issuance of this Warrant multiplied by the Exercise Price in effect on the
      date
      of issuance of this Warrant (subject, however, to adjustment in the manner
      set
      forth in Section 9.1), plus (ii) the aggregate of the amount of all
      consideration, if any, received by the Company for the issuance or sale of
      Shares since the date of issuance of this Warrant, by (b) the total number
      of
      Shares Outstanding immediately after such issuance or sale. In no event shall
      any such adjustment be made pursuant to this Section 9.2 if it would increase
      the Exercise Price in effect immediately prior to such adjustment, except as
      provided in Sections 9.2.3 and 9.2.4. Upon each adjustment of the Exercise
      Price
      pursuant to this Section 9.2, the holder of this Warrant shall thereafter be
      entitled to purchase, at the Exercise Price resulting from such adjustment,
      the
      number of Warrant Shares obtained by multiplying the Exercise Price in effect
      immediately prior to such adjustment by the number of Warrant Shares purchasable
      pursuant hereto immediately prior to such adjustment, and dividing the product
      thereof by the Exercise Price resulting from such adjustment.

    


    9.2.1
      Definitions. For purposes of this Section 9.2, the following definitions shall
      apply: (a) "Convertible Securities" shall mean any indebtedness or securities
      convertible into or exchangeable for Shares. (b) "Options" shall mean any
      rights, warrants or options to subscribe for or purchase Shares or Convertible
      Securities other than rights, warrants or options to purchase Excluded
      Securities (as defined in Section 9.2.5). (c) "Shares Outstanding" shall mean
      the aggregate of all Shares outstanding and all Shares issuable upon exercise
      of
      all outstanding Options and conversion of all outstanding Convertible
      Securities.

    


    9.2.2
      For the purposes of this Section
      9.2, the following provisions shall also be applicable:

    


    9.2.2.1
      Cash Consideration. In case of the issuance or sale of additional Shares for
      cash, the consideration received by the Company therefor shall be deemed to
      be
      the amount of cash received by the Company for such Shares (or, if such Shares
      are offered by the Company for subscription, the subscription price, or, if
      such
      Shares are sold to underwriters or dealers for public offering without a
      subscription offering, the public offering price), without deducting therefrom
      any compensation or discount paid or allowed to underwriters or dealers or
      others performing similar services or for any expenses incurred in connection
      therewith.

    


    
      
        
        

      

      
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    9.2.2.2
      Non-Cash Consideration. In case of the issuance (otherwise than upon conversion
      or exchange of Convertible Securities) or sale of additional Shares, Options
      or
      Convertible Securities for a consideration other than cash or a consideration
      a
      part of which shall be other than cash, the fair value of such consideration
      as
      determined by the Board of Directors (if any, otherwise by the Managers) of
      the
      Company in the good faith exercise of its business judgment, irrespective of
      the
      accounting treatment thereof, shall be deemed to be the value, for purposes
      of
      this Section 9, of the consideration other than cash received by the Company
      for
      such securities.

    


    9.2.2.3
      Options and Convertible Securities. In case the Company shall in any manner
      issue or grant any Options or any Convertible Securities, the total maximum
      number of Shares of issuable upon the exercise of such Options or upon
      conversion or exchange of the total maximum amount of such Convertible
      Securities at the time such Convertible Securities first become convertible
      or
      exchangeable shall (as of the date of issue or grant of such Options or, in
      the
      case of the issue or sale of Convertible Securities other than where the same
      are issuable upon the exercise of Options, as of the date of such issue or
      sale)
      be deemed to be issued and to be outstanding for the purpose of this Section
      9.2
      and to have been issued for the sum of the amount (if any) paid for such Options
      or Convertible Securities and the amount (if any) payable upon the exercise
      of
      such Options or upon conversion or exchange of such Convertible Securities
      at
      the time such Convertible Securities first become convertible or exchangeable;
      provided that, subject to the provisions of Section 9.2.3, no further adjustment
      of the Exercise Price shall be made upon the actual issuance of any such Shares
      or Convertible Securities or upon the conversion or exchange of any such
      Convertible Securities. 9.2.3 Change in Option Price or Conversion Rate. In
      the
      event that the purchase price provided for in any Option referred to in
      subsection 9.2.2.3, or the rate at which any Convertible Securities referred
      to
      in subsection 9.2.2.3 are convertible into or exchangeable for Shares shall
      change at any time (other than under or by reason of provisions designed to
      protect against dilution), then, for purposes of any adjustment required by
      Section 9.2, the Exercise Price in effect at the time of such event shall
      forthwith be readjusted to the Exercise Price that would have been in effect
      at
      such time had such Options or Convertible Securities still outstanding provided
      for such changed purchase price, additional consideration or conversion rate,
      as
      the case may be, at the time initially granted, issued or sold, provided that
      if
      such readjustment is an increase in the Exercise Price, such readjustment shall
      not exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the
      Exercise Price was decreased pursuant to Section 9.2 upon the issuance of the
      Option or Convertible Security. In the event that the purchase price provided
      for in any such Option referred to in subsection 9.2.2.3, or the additional
      consideration (if any) payable upon the conversion or exchange of any
      Convertible Securities referred to in subsection 9.2.2.3, or the rate at which
      any Convertible Securities referred to in subsection 9.2.2.3 are convertible
      into or exchangeable for Shares, shall be reduced at any time under or by reason
      of provisions with respect thereto designed to protect against dilution, then
      in
      case of the delivery of Shares upon the exercise of any such Option or upon
      conversion or exchange of any such Convertible Security; the Exercise Price
      then
      in effect hereunder shall, upon issuance of such Shares, be adjusted to such
      amount as would have obtained had such Option or Convertible Security never
      been
      issued and had adjustments been made only upon the issuance of the Shares
      delivered as aforesaid and for the consideration actually received for such
      Option or Convertible Security and the Shares, provided that if such
      readjustment is an increase in the Exercise Price, such readjustment shall
      not
      exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise
      Price was decreased pursuant to Section 9.2 upon the issuance of the Option
      or
      Convertible Security.

    


    9.2.3  Termination
      of Option or Conversion Rights. In the event of the termination or expiration
      of
      any right to purchase Shares under any Option granted after the date of this
      Warrant or of any right to convert or exchange Convertible Securities issued
      after the date of this Warrant, the Exercise Price shall, upon such termination,
      be readjusted to the Exercise Price that would have been in effect at the time
      of such expiration or termination had such Option or Convertible Security,
      to
      the extent outstanding immediately prior to such expiration or termination,
      never been issued, and the Shares issuable thereunder shall no longer be deemed
      to be Shares Outstanding, provided that if such readjustment is an increase
      in
      the Exercise Price, such readjustment shall not exceed the amount (as adjusted
      by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant
      to
      Section 9.2 upon the issuance of the Option or Convertible Security. The
      termination or expiration of any right to purchase Shares under any Option
      granted prior to the date of this Warrant or of any right to convert or exchange
      Convertible Securities issued prior to the date of this Warrant shall not
      trigger any adjustment to the Exercise Price, but the Shares issuable under
      such
      Options or Convertible Securities shall no longer be counted in determining
      the
      number of Shares Outstanding on the date of issuance of this Warrant for
      purposes of subsequent calculations under this Section 9.2.

    


    
      
        
        

      

      
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    9.2.4  Excluded
      Shares. Notwithstanding anything herein to the contrary, the Exercise Price
      shall not be adjusted pursuant to this Section 9.2 by virtue of the issuance
      and/or sale of Excluded Shares, which shall mean the following: (a) Shares
      issuable upon the exercise of the Warrants; (b) Shares, Options or Convertible
      Securities to be issued and/or sold to employees, advisors (including, without
      limitation, financial, technical and legal advisers), directors, or officers
      of,
      or consultants to, the Company or any of its subsidiaries pursuant to a share
      grant, share option plan, share purchase plan, pension or profit sharing plan
      or
      other share agreement or arrangement existing as of the date hereof or approved
      by the Company's Board of Directors (if any, otherwise by the Managers); (c)
      the
      issuance of Shares, Options and/or Convertible Securities pursuant to Options
      and Convertible Securities outstanding as of the date of this Warrant; (d)
      the
      issuance of Shares, Options or Convertible Securities as a share dividend or
      upon any subdivision or combination of Shares or Convertible Securities; (e)
      the
      issuance of Shares, Options or Convertible Securities in connection with
      strategic partnerships or other business and/or product consolidations or joint
      ventures and (f) the issuance of Shares, Options or Convertible Securities
      by
      the Company in connection with a contemplated equity financing currently in
      progress as of the date hereof. For all purposes of this Section 9.2, all Shares
      of Excluded Shares shall be deemed to have been issued for an amount of
      consideration per Share equal to the initial Exercise Price (subject to
      adjustment in the manner set forth in Section 9.1). In addition, if the amount
      of any adjustment pursuant to this Section 9 shall be less than two cents (24)
      per Warrant Share no adjustment to the Exercise Price or to the number of
      Warrant Shares issuable upon the exercise of the Warrants shall be made;
      provided,

    9.2.5  however,
      that in such case any adjustment that would otherwise be required then to be
      made shall be carried forward and shall be made at the time of and together
      with
      the next subsequent adjustment which, together with any adjustment so carried
      forward, shall amount to at least two cents (24) per Warrant Share.

    


    9.3
      Notice of Adjustment. Promptly after adjustment of the Exercise Price or any
      increase or decrease in the number of Warrant Shares purchasable upon the
      exercise of this Warrant, the Company shall give written notice thereof, by
      first class mail, postage prepaid, addressed to the registered holder of this
      Warrant at the address of such holder as shown on the books of the Company.
      The
      notice shall be signed by the Company's chief financial officer and shall state
      (i) the effective date of the adjustment and the Exercise Price resulting from
      such adjustment and (ii) the increase or decrease, if any, in the number of
      Common Shares purchasable at such price upon the exercise of this Warrant,
      setting forth in reasonable detail the method of calculation and the facts
      upon
      which such calculation is based.

    


    9.4  Other
      Notices. If at any time: (a) the Company shall declare any cash dividend upon
      its Common Shares; (b) the Company shall declare any dividend upon its Common
      Shares payable in securities (other than a dividend payable solely in Common
      Shares) or make any special dividend or other distribution to the holders of
      its
      Common Shares; (c) there shall be any consolidation or merger of the Company
      with another corporation, or a sale of all or substantially all of the Company's
      assets to another corporation; or (d) there shall be a voluntary or involuntary
      dissolution, liquidation or winding-up of the Company; then, in any one or
      more
      of said cases, the Company shall give, by certified or registered mail, postage
      prepaid, addressed to the registered holder of this Warrant at the address
      of
      such holder as shown on the books of the Company, (i) at least 15 days' prior
      written notice of the date on which the books of the Company shall close or
      a
      record shall be taken for such dividend, distribution or subscription rights
      or
      for determining rights to vote in respect of any such dissolution, liquidation
      or winding-up; (ii) at least 10 days' prior written notice of the date on which
      the books of the Company shall close or a record shall be taken for determining
      rights to vote in respect of any such reorganization, reclassification,
      consolidation, merger or sale, and (iii) in the case of any such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation or
      winding-up, at least 15 days' written notice of the date when the same shall
      take place. Any notice given in accordance with clause (i) above shall also
      specify, in the case of any such dividend, distribution or option rights, the
      date on which the holders of Common Shares shall be entitled thereto. Any notice
      given in accordance with clause (iii) above shall also specify the date on
      which
      the holders of Common Shares shall be entitled to exchange their Common Shares
      for securities or other property deliverable upon such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation or
      winding-up, as the case may be. If the Holder of the Warrant does not exercise
      this Warrant prior to the occurrence of an event described above, except as
      provided in Sections 9.1 and 9.5, the Holder shall not be entitled to receive
      the benefits accruing to existing holders of the Common Shares in such
      event.

    


    
      
        
        

      

      
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    9.5  Changes
      in Common Shares. In case at any time the Company shall be a party to any
      transaction (including, without limitation, a merger, consolidation, sale of
      all
      or substantially all of the Company's assets or recapitalization of the Common
      Shares) in which the previously outstanding Common Shares shall be changed
      into
      or exchanged for different securities of the Company or common stock or other
      securities of another corporation or interests in a non-corporate entity or
      other property (including cash) or any combination of any of the foregoing
      (each
      such transaction being herein called the "Transaction" and the date of
      consummation of the Transaction being herein called the "Consummation Date"),
      then, as a condition of the consummation of the Transaction, lawful and adequate
      provisions shall be made so that each Holder, upon the exercise hereof at any
      time on or after the Consummation Date, shall be entitled to receive, and this
      Warrant shall thereafter represent the right to receive, in lieu of the Common
      Shares issuable upon such exercise prior to the Consummation Date, the highest
      amount of securities or other property to which such Holder would actually
      have
      been entitled as a holder of an Common Shares upon the consummation of the
      Transaction if such Holder had exercised such Warrant immediately prior thereto.
      The provisions of this Section 9.5 shall similarly apply to successive
      Transactions.

    


    10.
      Exchange and Replacement of Warrant Certificate. The Warrant Certificate is
      exchangeable without expense, upon the surrender thereof by the registered
      Holder at the principal executive office of the Company, for a new Warrant
      Certificate of like tenor and date representing in the aggregate the right
      to
      purchase the same number of Warrant Shares in such denominations as shall be
      designated by the Holder thereof at the time of such surrender. Upon receipt
      by
      the Company of evidence reasonably satisfactory to it of the loss, theft,
      destruction or mutilation of the Warrant Certificate, and, in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it,
      and reimbursement to the Company of all reasonable expenses incidental thereto,
      and upon surrender and cancellation of the Warrants, if mutilated, the Company
      will make and deliver a new Warrant Certificate of like tenor, in lieu
      thereof.

    


    11.
      Elimination of Fractional Interests. The Company shall not be required to issue
      certificates representing fractions of Common Shares upon the exercise of the
      Warrants, nor shall it be required to issue scrip or pay cash in lieu of
      fractional interests, it being the intent of the parties that all fractional
      interests shall be eliminated by rounding any fraction up to the nearest whole
      number of Common Shares or Other Securities.

    


    12.
      Reservation of Securities. The Company shall at all times reserve and keep
      available out of its authorized Common Shares, solely for the purpose of
      issuance upon the exercise of the Warrants, such number of Common Shares or
      Other Securities as shall be issuable upon the exercise thereof. The Company
      covenants and agrees that, upon exercise of the Warrants and payment of the
      Exercise Price therefor, all Common Shares or Other Securities issuable upon
      such exercise shall be duly and validly issued, fully paid, non-assessable
      and
      not subject to the preemptive rights of any holder of Common
      Shares.

    


    13.
      Notices to Warrant Holder. Except as otherwise provided in Section 9.4, nothing
      contained in this Agreement shall be construed as conferring upon the Holder
      by
      virtue of his holding the Warrant the right to vote or to consent or to receive
      notice as a holder of Common Shares in respect of any meetings of such holders
      for the election of directors or any other matter, or as having any rights
      whatsoever as such a holder of the Company.

    


    14.
      Notices. All notices, requests, consents and other communications hereunder
      shall be in writing and shall be deemed to have been duly made and sent when
      delivered, or mailed by registered or certified mail, return receipt requested:
      (a) If to the registered Holder of the Warrants, to the address of such Holder
      as shown on the books of the Company; or (b) If to the Company, to the address
      set forth in Section 4 hereof or to such other address as the Company may
      designate by notice to the Holder.

    


    
      
        
        

      

      
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    15.
      Supplements and Amendments. The Company and Holder may from time to time
      supplement or amend this Agreement in order to cure any ambiguity, to correct
      or
      supplement any provision contained herein which may be defective or inconsistent
      with any provisions herein, or to make any other provisions in regard to matters
      or questions arising hereunder which the Company and Holder may deem necessary
      or desirable.

    


    16.
      Successors. All the covenants and provisions of this Agreement shall be binding
      upon and inure to the benefit of the Company, the Holder and their respective
      successors and assigns hereunder.

    


    17.
      Termination. This Agreement shall terminate at the close of business on the
      tenth anniversary of the issuance of the Warrants.

    


    18.
      Governing Law. This Agreement and the Warrant Certificate issued hereunder
      shall
      be deemed to be a contract made under the laws of the State of Nevada and for
      all purposes shall be construed in accordance with the laws of the State of
      Nevada without giving effect to the rules of the State of Nevada governing
      the
      conflicts of laws.

    


    19.
      Entire Agreement; Modification. This Agreement contains the entire understanding
      between the parties hereto with respect to the subject matter hereof and may
      not
      be modified or amended except by a writing duly signed by the party against
      whom
      enforcement of the modification or amendment is sought.

    


    20.
      Severability. If any provision of this Agreement shall be held to be invalid
      or
      unenforceable, such invalidity or unenforceability shall not affect any other
      provision of this Agreement.

    


    21.
      Captions. The caption headings of the Sections of this Agreement are for
      convenience of reference only and are not intended, nor should they be construed
      as, a part of this Agreement and shall be given no substantive
      effect.

    


    22.
      Benefits of this Agreement. Nothing in this Agreement shall be construed to
      give
      to any person or corporation other than the Company and Holder any legal or
      equitable right, remedy or claim under this Agreement; and this Agreement shall
      be for the sole and exclusive benefit of the Company and Holder.

    


    23.
      Counterparts. This Agreement may be executed in any number of counterparts
      and
      each of such counterparts shall for all purposes be deemed to be an original,
      and such counterparts shall together constitute but one and the same
      instrument.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be
      duly executed, as of the day and year first above written.

     

    Very
      truly yours,

    


    Universal
      Tracking Solutions, Inc.

    


    By:
      ____/s/Keith
      Tench,
      CEO_____________________

    Keith
      Tench, CEO

    


    ACCEPTED
      AND AGREED TO: HOLDER:


    _____________________________

    Name

    Address

    City,
      ST
      Zip

    Social
      Security/Tax I.D. No.: ________________

    


     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    Universal
      Tracking Solutions, Inc.

    SCHEDULE
      I

    


    


    
      	
              Investor
                (Name)

            	
              Number
                of Warrant Shares

            	
              Exercise
                Price

            
	 	 	
              $0.20

            


    

    


    


    [FORM
      OF WARRANT CERTIFICATE]

    


    THE
      WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
      UPON
      EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")
      (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE
      UNDER
      THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF
      COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE
      ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.
      EXERCISABLE FROM OCTOBER 1, 2006 UNTIL 5:30 P.M., NEW YORK TIME, SEPTEMBER
      30,
      2008.

    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    WARRANT
      CERTIFICATE

    


    This
      Warrant Certificate certifies that or his/her registered assigns ("Holder"),
      is
      the registered holder of __________ Warrants
      to purchase initially at any time from August 1, 2006, until 5:30 p.m. New
      York
      time on July 31, 2008 ("Expiration Date"), up to _______ fully-paid
      and non-assessable shares of common stock, par value $.0001 per share ("Common
      Shares") of Universal Tracking Solutions, Inc., a Nevada corporation (the
      "Company"), at an initial exercise price, subject to adjustment in certain
      events (the "Exercise Price"), equal to $0.20 per Common Share, upon surrender
      of this Warrant Certificate and payment of the initial exercise price at an
      office or agency of the Company, but subject to the conditions set forth herein
      and in the Warrant Agreement dated as of the date hereof between the Company
      and
      Holder (the "Warrant Agreement"). Payment of the Exercise Price shall be made
      by
      certified check or official bank check payable to the order of the Company.
      No
      Warrant may be exercised after 5:30 p.m., New York time, on the Expiration
      Date,
      at which time all Warrants evidenced hereby, unless exercised prior thereto,
      shall thereafter be void. The Warrants evidenced by this Warrant Certificate
      are
      part of a duly authorized issue of Warrants issued pursuant to the Warrant
      Agreement, which Warrant Agreement is hereby incorporated by reference in and
      made a part of this instrument and is hereby referred to for a description
      of
      the rights, limitation of rights, obligations, duties and immunities thereunder
      of the Company and the Holder (the word "Holder" meaning the registered holder)
      of the Warrants. The Warrant Agreement provides that upon the occurrence of
      certain events the Exercise Price and the type and/or number of the Company's
      securities issuable thereupon may, subject to certain conditions, be adjusted.
      In such event, the Company will, at the request of the holder, issue a new
      Warrant Certificate evidencing the adjustment in the Exercise Price and the
      number and/or type of securities issuable upon the exercise of the Warrants;
      provided, however, that the failure of the Company to issue such new Warrant
      Certificate shall not in any way change, alter, or otherwise impair, the rights
      of the holder as set forth in the Warrant Agreement. Upon due presentment for
      registration of transfer of this Warrant Certificate at an office or agency
      of
      the Company, a new Warrant Certificate or Warrant Certificates of like tenor
      and
      evidencing in the aggregate a like number of Warrants shall be issued to the
      transferee(s) in exchange for this Warrant Certificate, subject to the
      limitations provided herein and in the Warrant Agreement, without any charge
      except for any tax or other governmental charge imposed in connection with
      such
      transfer. Upon the exercise of less than all of the Warrants evidenced by this
      Certificate, the Company shall forthwith issue to the holder hereof a new
      Warrant Certificate representing such number of unexercised Warrants. The
      Company may deem and treat the registered holder(s) hereof as the absolute
      owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
      or other writing hereon made by anyone), for the purpose of any exercise hereof,
      and of any distribution to the holder(s) hereof, and for all other purposes,
      and
      the Company shall not be affected by any notice to the contrary. All terms
      used
      in this Warrant Certificate which are defined in the Warrant Agreement shall
      have the meanings assigned to them in the Warrant Agreement.

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
      executed.

    


    Dated
      as
      of ________________, 2006

    


    Universal
      Tracking Solutions, Inc.

    _
      __________________________

    By:
      Keith
      Tench, CEO

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    


    [FORM
      OF ELECTION TO
      EXERCISE]

    


    The
      undersigned hereby irrevocably elects to exercise the right, represented by
      this
      Warrant Certificate, to purchase ____________ Common Shares and herewith tenders
      in payment for such securities a certified check or official bank check payable
      to the order of Universal Tracking Solutions, Inc. in the amount of
      $___________, all in accordance with the terms of Section 4 of the Warrant
      Agreement dated as of August 1, 2006, between Universal Tracking Solutions,
      Inc.
      and the undersigned (or its assignor). The undersigned requests that a
      certificate for such securities be registered in the name of
      _______________________________ whose address is
      __________________________________ and that such Certificate be delivered to
      whose address is __________________________________.

     

    Dated:

    


    Signature:________________________  SSN:__________________________

    (Signature
      must conform in all respects to name of holder as specified on the face of
      the
      Warrant Certificate.) (Insert Social Security or Other Identifying Number of
      Holder)

    


    


    [FORM
      OF ASSIGNMENT]

    (To
      be
      executed by the registered holder if such holder desires to transfer the Warrant
      Certificate.)

     

    FOR
      VALUE
      RECEIVED ____________________________ hereby sells, assigns and transfers unto
      (Please print name and address of transferee) this Warrant Certificate, together
      with all right, title and interest therein, and does hereby irrevocably
      constitute and appoint Attorney, to transfer the within Warrant Certificate
      on
      the books of the within-named Company, with full power of
      substitution.

     

    Dated:
      ________________

     

    Signature:________________________  SSN:__________________________

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

    (Insert
      Social Security or Other Identifying Number of Assignee)

    



    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    AMENDMENT
      TO WARRANT
      AGREEMENT

     

    THE
      INFORMATION BELOW IS
REQUIRED IN CONNECTION WITH THE EXEMPTIONS FROM THE SECURITIES ACT OF
      1933, AS AMENDED, AND STATE LAWS BEING RELIED ON BY THE COMPANY WITH RESPECT
      TO
      THE OFFER AND SALE OF ITS SECURITIES.  ALL OF SUCH INFORMATION WILL BE
      KEPT CONFIDENTIAL, AND WILL BE REVIEWED ONLY BY THE COMPANY AND ITS
      COUNSEL.  The undersigned agrees to furnish any additional
      information, which the Company or its counsel deems necessary in order to verify
      the responses set forth below.

     

    Accredited
      or Unaccredited
      Status.  The undersigned represents and warrants that at the time of my/our
      initial
      investment in Universal Tracking Solutions, Inc. the following
      information was true:

     

    Check
      All That Apply

     

    ____                      
      (a)            The
      undersigned is an individual having a net worth, or a joint net worth together
      with his or her spouse, in excess of $1,000,000 (as of the date of
      investment).

    


    (In
      calculating net worth, you may include equity in personal property and real
      estate, including your principal residence, cash, short-term investments, stock
      and securities.  Equity in personal property and real estate should be
      based on the fair market value of such property minus debt secured by such
      property.)

    


    ____                      
      (b)            The
      undersigned is an individual having an individual income in excess of $200,000
      in each of the prior two years and reasonably expects an income in excess of
      $200,000 in the current year (2007); or

    


    ____                      
      (c)            The
      undersigned is an individual having with his/her spouse joint income in excess
      of $300,000 in each of the prior two years and reasonably expects joint income
      in excess of $300,000 in the current year (2007).

    


    ____                      
      (d)            The
      undersigned is a director or executive officer of Universal Tracking Solutions,
      Inc.

    


    _____                     (e)           
      None of the above. I am an unaccredited investor.

    


    
      


      
        
          	 	 	 	 	 
	
                  /s/

                	 	 	
                  /s/
                    

                	 
	
                  Signature      Date 

                	 	 	
                  Signature
                    (spouse, if applicable)    Date

                	 
	
                   

                	 	 	
                   

                	 
	 	 	 	 	 
	Name
                  (Typed or Printed)   	 	 	Spouse
                  Name (Typed or Printed)	 
	 	 	 	 	 
	 	 	 	 	 
	Street
                  Address  	 	 	Business
                  Tel. Number	 
	 	 	 	 	 
	 	 	 	 	 
	City,
                  State and Zip Code  	 	 	Fax
                  Tel. Number	 
	 	 	 	 	 
	 	 	 	 	 
	Tax
                  I.D. # or Social Security #   	 	 	Email
                  address	 


        

      

                                                                    
        

       

    

    
      
         

      

      
        -11-