<font SIZE="2"><u><b><hr color="000080">
<p ALIGN="CENTER">Exhibit 4.2</p>
<p ALIGN="CENTER">Brennecke Warrant</p>
</b></u>
<p><br>
<b>THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED, OFFERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE APPLICABLE SECURITIES LAWS OR AN
OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION STATING THAT SUCH REGISTRATION
IS NOT REQUIRED. </p>
<p>SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BECOME
VOID AFTER 5:00 P.M. EASTERN TIME ON JUNE 30, 2008 ("EXPIRATION DATE"). </p>
</b></font><b>
<p ALIGN="CENTER">TRUSTCASH HOLDINGS, INC. <br>
WARRANT TO PURCHASE 6,000,000 SHARES OF <br>
COMMON STOCK, $0.001 PAR VALUE PER SHARE ("COMMON STOCK") <br>
________________________________________________________________________________________________________</p>
</b><font SIZE="2">
<p></p>
<b>
<p>Series One<br>
Warrant Certificate No</b>. <u>W 2007-06-0001</u> </p>
<b>
<p>Number of Shares</b>: <u>6,000,000 </u><b>                                                                                                                                             
Holder</b>: Brennecke Partners LLC</p>
<b>
<p>Expiration Date</b>: <u>June 30, 2008</u> <b>                                                                                                                                           
Address</b>: ___________________<br>
                                                                                                                                                                                                                  
___________________<br>
                                                                                                                                                                                                                  
___________________<br>
<b><br>
Exercise Price Per Share</b>: US <u>$ 0.08333</u> <br>
For identification only. The governing terms of this Warrant are set forth
below. '<br>
_______________________________________________________________________________________________________________________<br>
 </p>
<p></p>
<b></b>
<p>For VALUE RECEIVED, <u>Brennecke Partners LLC</u> ("<u><b>Warrantholder</b></u>"),
is entitled to purchase, subject to the provisions of this Warrant, from
Trustcash Holdings, Inc., a Delaware corporation ("<u><b>Corporation</b></u>"),
at any time not later than 5:00 P.M., Eastern time, on June 30, 2008 (the "<u><b>Expiration
Date</b></u>"), at an exercise price per share equal to $0.08333 (the exercise
price in effect being herein called the "Warrant Price"), 6,000,000 shares ("<u><b>Warrant
Shares</b></u>") of Common Stock. The number of Warrant Shares purchasable upon
exercise of this Warrant and the Warrant Price shall be subject to adjustment
from time to time as described herein. </p>
<b>
<p>Section 1. Registration</b>. The Corporation shall maintain books for the
transfer and registration of the Warrant. Upon the initial issuance of the
Warrant, the Corporation shall issue and register the Warrant in the name of the
Warrantholder.</p>
<p> </p>
<p align="center">1</p>
<hr color="000080" size="1"><b>
<p>Section 2. Transfers</b>. As provided herein, this Warrant may be transferred
only pursuant to a registration statement filed under the Securities Act of
1933, as amended ("<u><b>Securities Act</b></u>") or an exemption from such
registration. Subject to such restrictions, the Corporation shall transfer this
Warrant from time to time upon the books to be maintained by the Corporation for
that purpose, upon surrender thereof for transfer properly endorsed or
accompanied by appropriate instructions for transfer and such other documents as
may be reasonably required by the Corporation to establish that such transfer is
being made in accordance with the terms hereof, and a new Warrant shall be
issued to the transferee and the surrendered Warrant shall be canceled by the
Corporation. </p>
<b>
<p>Section 3. Exercise of Warrant</b>. Subject to the provisions hereof, the
Warrantholder may exercise this Warrant in whole or in part at any time upon
surrender of the Warrant, together with delivery of the duly executed Warrant
exercise form attached hereto as Appendix A (the "<u><b>Exercise Agreement</b></u>")
and payment by certified check or wire transfer of funds for the Warrant Price
for that number of Warrant Shares then being purchased, to the Corporation
during normal business hours on any business day at the Corporation's principal
executive offices (or such other office or agency of the Corporation as it may
designate by notice to the holder hereof). The Warrant Shares so purchased shall
be deemed to be issued to the holder hereof or such holder's designee, as the
record owner of such shares, as of the close of business on the date on which
this Warrant shall have been surrendered (or evidence of loss, theft or
destruction thereof and security or indemnity satisfactory to the Corporation
shall have been provided to the Corporation), the Warrant Price shall have been
paid and the completed Exercise Agreement shall have been delivered.
Certificates for the Warrant Shares so purchased, representing the aggregate
number of shares specified in the Exercise Agreement, shall be delivered to the
holder hereof within a reasonable time, not exceeding thirty (30) days, after
this Warrant shall have been so exercised. The certificates so delivered shall
be in such denominations as may be requested by the holder hereof and shall be
registered in the name of such holder or such other name as shall be designated
by such holder. If this Warrant shall have been exercised only in part, then,
unless this Warrant has expired, the Corporation shall, at its expense, at the
time of delivery of such certificates, deliver to the holder a new Warrant
representing the number of shares with respect to which this Warrant shall not
then have been exercised. </p>
<p>Each exercise hereof shall constitute the representation and warranty of the
Warrantholder to the Corporation that the representations and warranties
contained in Article <b>[</b>__<b>??]</b> of the Purchase Agreement (as defined
below) are true and correct in all material respects with respect to the
Warrantholder as of the time of such exercise. </p>
<b>
<p>Section 4. Compliance with the Securities Act of 1933</b>. The Corporation
may cause the legend set forth on the first page of this Warrant to be set forth
on each Warrant or similar legend on any security issued or issuable upon
exercise of this Warrant, unless counsel for the Corporation is of the opinion
as to any such security that such legend is unnecessary. </p>
<b>
<p>Section 5. Payment of Taxes</b>. </p>
<ol TYPE="a">
 <li>The Corporation will pay any documentary stamp taxes attributable to the
 initial issuance of Warrant Shares issuable upon the exercise of the Warrant;
 provided, however, that the Corporation shall not be required to pay any tax or
 taxes which may be payable in respect of any transfer involved in the issuance
 or delivery of any certificates for Warrant Shares in a name other than that of
 the registered holder of this Warrant, and in such case, the Corporation shall
 not be required to issue or deliver any certificate for Warrant Shares or any
 Warrant until the person requesting the same has paid to the Corporation the
 amount of such tax or has established to the Corporation's reasonable
 satisfaction that such tax has been paid. </li>
 <li>The Warrantholder or other holder shall be responsible for any income,
 capital gains or other similar taxes due under any federal, state, local,
 foreign or other law, if any such tax is due. The Corporation shall be entitled
 to deduct and withhold a sufficient number of Warrant Shares and/or amount of
 other consideration payable or otherwise deliverable pursuant to this Warrant
 to the Warrantholder or other holder as may be required to be deducted or
 withheld therefrom under the Internal Revenue Code of 1986, as amended, or
 under any provision of state, local or foreign tax law or under any other
 applicable legal requirement. To the extent such Warrant Shares or amounts are
 so deducted or withheld, such amounts shall be treated for all purposes under
 this Warrant as having been delivered or paid to the Warrant Holder or other
 holder to whom such Warrant Shares or amounts would otherwise have been
 delivered or paid.</li>
</ol>
<b>
<p>Section 6. Mutilated or Missing Warrants</b>. In case this Warrant shall be
mutilated, lost, stolen, or destroyed, the Corporation shall issue in exchange
and substitution of and upon cancellation of the mutilated Warrant, or in lieu
of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and for the purchase of a like number of Warrant Shares, but only
upon receipt of evidence reasonably satisfactory to the Corporation of such
loss, theft or destruction of the Warrant, and with respect to a lost, stolen or
destroyed Warrant, reasonable indemnity or bond with respect thereto, if
requested by the Corporation. </p>
<p align="center">2</p>
<hr color="000080" size="1"><b>
<p>Section 7. Reservation of Common Stock</b>. The Corporation hereby represents
and warrants that there have been reserved, and the Corporation shall at all
applicable times keep reserved until issued (if necessary) as contemplated by
this Section 7, out of the authorized and unissued Common Stock, sufficient
shares to provide for the exercise of the rights of purchase represented by the
Warrant. The Corporation agrees that all Warrant Shares issued upon exercise of
the Warrant shall be, at the time of delivery of the certificates for such
Warrant Shares, duly authorized, validly issued, fully paid and non-assessable
shares of Common Stock of the Corporation. </p>
<b>
<p>Section 8. Adjustments</b>. The Corporation's authorized capital stock as of
the date hereof consists of 400,000,000 shares of authorized capital stock of
Parent which has been divided into 350,000,000 authorized shares of Common Stock
with a par value $0.001 per share, and 50,000,000 shares of authorized Preferred
Stock with a par value $0.001 per share, of which simultaneously with the issue
of the Warrant no shares of Parent Preferred Stock will be issued and
outstanding, and 77,549,138 shares of Common Stock will be issued and
outstanding on a fully-diluted basis, including the 500,000 shares of Common
Stock to be issued on close of the proposed Private Placement to be conducted in
support of the Purchase Agreement dated as of June 30, 2007, among the
Corporation, its wholly-owned subsidiary, APS Systems, Inc. ("Sub"), Trustcash
LLC ( "Trustcash"), and other parties named therein (the "<u>Purchase Agreement</u>")
and the 49,631,448 shares of Common Stock to be issued on close of the Purchase
Agreement. Subject and pursuant to the provisions of this Section 8, the Warrant
Price and number of Warrant Shares subject to this Warrant shall be subject to
adjustment from time to time as set forth hereinafter. </p>
<ol TYPE="a">
 <li>If the Corporation shall at any time or from time to time while the Warrant
 is outstanding, pay a dividend or make a distribution on its Common Stock in
 shares of Common Stock, subdivide its outstanding shares of Common Stock into a
 greater number of shares or combine its outstanding shares of Common Stock into
 a smaller number of shares or issue by reclassification of its outstanding
 shares of Common Stock any shares of its capital stock (including any such
 reclassification in connection with a consolidation or merger in which the
 Corporation is the continuing corporation), then the number of Warrant Shares
 purchasable upon exercise of the Warrant and the Warrant Price in effect
 immediately prior to the date upon which such change shall become effective,
 shall be adjusted by the Corporation so that the Warrantholder thereafter
 exercising the Warrant shall be entitled to receive the number of shares of
 Common Stock or other capital stock which the Warrantholder would have received
 if the Warrant had been exercised immediately prior to such event upon payment
 of a Warrant Price that has been adjusted to reflect a fair allocation of the
 economics of such event to the Warrantholder. Such adjustments shall be made
 successively whenever any event listed above shall occur. </li>
 <li>If any capital reorganization, reclassification of the capital stock of the
 Corporation, consolidation or merger of the Corporation with another
 corporation in which the Corporation is not the survivor, or sale, transfer or
 other disposition of all or substantially all of the Corporation's assets to
 another corporation shall be effected, then, as a condition of such
 reorganization, reclassification, consolidation, merger, sale, transfer or
 other disposition, lawful and adequate provision shall be made whereby each
 Warrantholder shall thereafter have the right to purchase and receive upon the
 basis and upon the terms and conditions herein specified and in lieu of the
 Warrant Shares immediately theretofore issuable upon exercise of the Warrant,
 such shares of stock, securities or assets as would have been issuable or
 payable with respect to or in exchange for a number of Warrant Shares equal to
 the number of Warrant Shares immediately theretofore issuable upon exercise of
 the Warrant, had such reorganization, reclassification, consolidation, merger,
 sale, transfer or other disposition not taken place, and in any such case
 appropriate provision shall be made with respect to the rights and interests of
 each Warrantholder to the end that the provisions hereof (including, without
 limitation, provision for adjustment of the Warrant Price) shall thereafter be
 applicable, as nearly equivalent as may be practicable in relation to any
 shares of stock, securities or properties thereafter deliverable upon the
 exercise thereof. The Corporation shall not effect any such consolidation,
 merger, sale, transfer or other disposition unless prior to or simultaneously
 with the consummation thereof the successor corporation (if other than the
 Corporation) resulting from such consolidation or merger, or the corporation
 purchasing or otherwise acquiring such assets or other appropriate corporation
 or entity shall assume the obligation to deliver to the holder of the Warrant
 such shares of stock, securities or assets as, in accordance with the foregoing
 provisions, such holder may be entitled to purchase, and the other obligations
 under this Warrant. The provisions of this paragraph (b) shall similarly apply
 to successive reorganizations, reclassifications, consolidations, mergers,
 sales, transfers or other dispositions.
 <p>In case the Corporation shall fix a payment date for the making of a
 distribution to all holders of Common Stock (including any such distribution
 made in connection with a consolidation or merger in which the Corporation is
 the continuing corporation) on evidences of indebtedness or assets (other than
 cash dividends or cash distributions payable </p>
 <p align="center">3</p>
 <hr color="000080" size="1">
 <p>out of consolidated earnings or earned surplus or dividends or distributions
 referred to in Section 8(a)), or subscription rights or warrants, the Warrant
 Price to be in effect after such payment date shall be determined by
 multiplying the Warrant Price in effect immediately prior to such payment date
 by a fraction, the numerator of which shall be the total number of shares of
 Common Stock outstanding multiplied by the Market Price per share of Common
 Stock (as defined below), less the fair market value (as determined by the
 Corporation's Board of Directors in good faith) of said assets or evidences of
 indebtedness so distributed, or of such subscription rights or warrants, and
 the denominator of which shall be the total number of shares of Common Stock
 outstanding multiplied by such Market Price per share of Common Stock. "Market
 Price" as of a particular date (the "<u><b>Valuation Date</b></u>") shall mean
 the following: (a) if the Common Stock is then listed on a national stock
 exchange, the price per share of the last sale of Common Stock on such exchange
 on the last trading day prior to the Valuation Date; (b) if the Common Stock is
 then quoted on the Nasdaq National Market or Nasdaq SmallCap Market ("Nasdaq"),
 the price per share of the last sale of Common Stock on Nasdaq on the last
 trading day prior to the Valuation Date or, if no such closing sale price is
 available, the average of the high bid and the low sales price quoted on Nasdaq
 on the last trading day prior to the Valuation Date; or (c) if the Common Stock
 is not then listed on a national stock exchange or quoted on Nasdaq and if
 prices for the Common Stock are then quoted on the OTC Bulletin Board, the
 volume weighted average price of the Common Stock for such date (or the nearest
 preceding date) on the OTC Bulletin Board; or (d) if the Common Stock is not
 then listed on a national stock exchange or quoted on Nasdaq or the OTC
 Bulletin Board, the fair market value of one share of Common Stock as of the
 Valuation Date, which shall be determined in good faith by the Board of
 Directors of the Corporation and the Warrantholder. The Board of Directors of
 the Corporation shall respond promptly, in writing, to an inquiry by the
 Warrantholder prior to the exercise hereunder as to the Market Value of a share
 of Common Stock as determined by the Board of Directors of the Corporation. In
 the event that the Board of Directors of the Corporation and the Warrantholder
 are unable to agree upon the fair market value in respect of subpart (c)
 hereof, the Corporation and the Warrantholder shall jointly select an appraisor,
 who is experienced in such matters. The decision of such appraiser shall be
 final and conclusive, and the cost of such appraiser shall be borne evenly by
 the Corporation and the Warrantholder. Such adjustment shall be made
 successively whenever such a payment date is fixed. </li>
 <li>For the term of this Warrant, in addition to the provisions contained
 above, the Warrant Price shall be subject to adjustment as provided below. An
 adjustment to the Warrant Price shall become effective immediately after the
 payment date in the case of each dividend or distribution and immediately after
 the effective date of each other event which requires an adjustment. </li>
 <li>In the event that, as a result of an adjustment made pursuant to Section
 8(a), the holder of this Warrant shall become entitled to receive any shares of
 capital stock of the Corporation other than shares of Common Stock, the number
 of such other shares so receivable upon exercise of this Warrant shall be
 subject thereafter to adjustment from time to time in a manner and on terms as
 nearly equivalent as practicable to the provisions with respect to the Warrant
 Shares contained in this Warrant. </li>
 <li>Anything herein to the contrary notwithstanding, the Corporation shall not
 be required to make any adjustment of the Warrant Price in the case of the
 issuance of any of (A) capital stock, Options or Convertible Securities issued
 to directors, officers, employees or consultants of the Corporation in
 connection with their service as directors of the Corporation, their employment
 by the Corporation or their retention as consultants by the Corporation
 pursuant to an equity compensation program approved by the Board of Directors
 of the Corporation or the compensation committee of the Board of Directors of
 the Corporation, (B) issuance or sales of shares of Common Stock upon the
 conversion or exercise of Options or Convertible Securities (C) capital stock
 issued in any public or private offering for cash at the Market Price (as
 defined above) or such other price as the Board of Directors shall determine in
 good faith or (D) capital stock issued as full or partial consideration for a
 merger or acquisition, or a strategic allegiance or alliance in which the
 Corporation with respect to such strategic allegiance or alliance issues shares
 of its equity securities having an aggregate Fair Market Value (as defined
 below) of less than $10 million, approved by the Board of Directors of the
 Corporation. The "Fair Market Value" of a security as of a particular date (the
 "Valuation Date") shall mean the following: (a) if the security is then listed
 on a national stock exchange, the closing sale price of one security on such
 exchange on the last trading day prior to the Valuation Date; (b) if the
 security is then quoted on Nasdaq, the closing sale price of one security on
 Nasdaq on the last trading day prior to the Valuation Date or, if no such
 closing sale price is available, the average of the high bid and the low sales
 price quoted on Nasdaq on the last trading day prior to the Valuation Date; or
 (c) if the Common Stock is not then listed on a national stock exchange or
 quoted on Nasdaq and if prices for the Common Stock are then quoted on the OTC
 Bulletin Board, the volume weighted average price of the Common Stock on the
 last trading day prior to the Valuation Date (or the nearest preceding date) on
 the OTC Bulletin Board; (d) if the security is not then listed on a national
 stock exchange or quoted on Nasdaq or on the OTC Bulletin Board, the fair
 market value of one security as of the Valuation Date, shall be determined in
 good faith by a nationally selected investment banking firm or other nationally
 recognized business appraiser selected by the Board of Directors of the
 Corporation. The decision </li>
</ol>
<blockquote>
 <p align="center">4</p>
</blockquote>
<hr color="000080" size="1">
<blockquote>
 <p>of such appraiser shall be final and conclusive, and the cost of such
 appraiser shall be borne evenly by the Corporation. An "<u><b>Excluded Issuance</b></u>"
 shall mean each of items (A), (B), (C) and (D) above. </p>
</blockquote>
<b>
<p>Section 9. Fractional Interest</b>. The Corporation shall not be required to
issue fractions of Warrant Shares upon the exercise of the Warrant. If any
fractional share of Common Stock would, except for the provisions of the first
sentence of this Section 9, be delivered upon such exercise, the Corporation, in
lieu of delivering such fractional share, shall pay to the exercising holder of
this Warrant an amount in cash equal to the current Fair Market Value of such
fractional share of Common Stock (rounded up to the nearest one cent). </p>
<b>
<p>Section 10. Extension of Expiration Date</b>. If the Corporation fails to
cause any Registration Statement covering Registrable Securities (capitalized
terms used in this section are as defined in the Registration Rights Agreement
dated June 30, 2007) (the "<u><b>Registration Rights Agreement</b></u>") to be
declared effective prior to the applicable dates set forth therein, or if any of
the events specified in clause (B) or (C) of Section 2.4 of the Registration
Rights Agreement occurs and the Blackout Period (whether alone, or in
combination with any other Blackout Period) continues for more than 60 days in
any 12 month period, or for more than a total of 90 days, then the Expiration
Date of this Warrant shall be extended one day for each day beyond the 60-day or
90-day limits, as the case may be, that the Blackout Period continues. </p>
<b>
<p>Section 11. Benefits</b>. Nothing in this Warrant shall be construed to give
any person, firm or corporation (other than the Corporation and the
Warrantholder) any legal or equitable right, remedy or claim, it being agreed
that this Warrant shall be for the sole and exclusive benefit of the Corporation
and the Warrantholder. </p>
<b>
<p>Section 12. Identity of Transfer Agent</b>. The Transfer Agent for the Common
Stock is Signature Stock Transfer, Inc. having an office at 2301 Ohio Drive,
Suite 100, Plano, Texas, 75093, Phone: (972) 612-4120, Fax: (972) 612-4122. Upon
the appointment of any subsequent transfer agent for the Common Stock or other
shares of the Corporation's capital stock issuable upon the exercise of the
rights of purchase represented by the Warrant, the Corporation will mail to the
Warrantholder a statement setting forth the name and address of such transfer
agent. </p>
<b>
<p>Section 13. Registration Rights</b>. The initial holder of this Warrant is
entitled to the benefit of certain registration rights in respect of the Warrant
Share as provided in the Registration Rights Agreement, and any subsequent
holder hereof may be entitled to such rights. </p>
<b>
<p>Section 14. Put Provision</b>. Subject to no material adverse change in the
working capital, financial condition, assets, liabilities or business prospects
of the Corporation, and notwithstanding any other provision contained herein to
the contrary, in the event that the Corporation raises One Million, Five Hundred
Thousand (US$ 1,500,000) United States Dollars in a PIPE financing and all of
the Warrant Shares issuable hereunder are registered pursuant to an effective
Registration Statement (as defined in the Registration Rights Agreement), the
Corporation, upon ten (10) business days prior written notice (the "<u>Notice
Period</u>"), to the Warrantholder, may demand that the Warrantholder exercise
its rights with regard to all Warrant Shares and the Warrantholder must exercise
its rights prior to the expiration of the Notice Period or if such exercise is
not made or if only a partial exercise is made, any and all rights to further
exercise rights to acquire Warrant Shares hereunder shall cease upon the
expiration of the Notice Period. This Call Provision may be exercised by the
Corporation no earlier than sixty (60) days post closing of the Purchase
Agreement.</p>
<b>
<p>Section 15. Notices to Warrantholder</b>. Upon the happening of any event
requiring an adjustment of the Warrant Price, the Corporation shall promptly
give written notice thereof to the Warrantholder at the address appearing in the
records of the Corporation, stating the adjusted Warrant Price and the adjusted
number of Warrant Shares resulting from such event and setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Failure to give such notice to the Warrantholder or any
defect therein shall not affect the legality or validity of the subject
adjustment. </p>
<p> </p>
<p align="center">5</p>
<hr color="000080" size="1"><b>
<p>Section 16. Notices</b>. Any notice pursuant hereto to be given or made by
the Warrantholder to or on the Corporation shall be sufficiently given or made
if sent by certified mail, return receipt requested, postage prepaid, addressed
as follows: </p>
</font>
<p ALIGN="CENTER"></p>
<center>
<table CELLSPACING="0" BORDER="0" WIDTH="60%" cellpadding="0">
 <tr>
  <td VALIGN="TOP"><font SIZE="2">
  <p ALIGN="JUSTIFY">Trustcash Holdings, Inc.</font></td>
 </tr>
 <tr>
  <td VALIGN="TOP"><font SIZE="2">
  <p ALIGN="JUSTIFY">400 Park Avenue, Suite 1420</font></td>
 </tr>
 <tr>
  <td VALIGN="TOP"><font SIZE="2">New York, NY 10022</font></td>
 </tr>
 <tr>
  <td VALIGN="TOP"><font SIZE="2">
  <p ALIGN="JUSTIFY">Attention: Gregory Moss</font></td>
 </tr>
 <tr>
  <td VALIGN="TOP"><font SIZE="2">
  <p ALIGN="JUSTIFY">Fax No. (212) XXX-XXXX</font></td>
 </tr>
</table>
</center>
<p></p>
<font SIZE="2">
<p>or such other address as the Corporation may specify in writing by notice to
the Warrantholder complying as to delivery with the terms of this Section 16.
</p>
<p>Any notice pursuant hereto to be given or made by the Corporation to or on
the Warrantholder shall be sufficiently given or made if personally delivered or
if sent by an internationally recognized courier services by overnight service,
to the address set forth on the books of the Corporation or, as to each of the
Corporation and the Warrantholder, at such other address as shall be designated
by such party by written notice to the other party complying as to delivery with
the terms of this Section 16. All such notices, requests, demands, directions
and other communications shall, when sent by courier be effective one (1) day
after delivery to such courier as provided and addressed as aforesaid. </p>
<b>
<p>Section 17. Successors</b>. All the covenants and provisions hereof by or for
the benefit of the Warrantholder shall bind and inure to the benefit of its
respective successors and assigns hereunder. </p>
<b>
<p>Section 18. Governing Law</b>. This Warrant and the validity and
enforceability hereof shall be governed by and construed and interpreted in
accordance with the laws of the state of New York without giving effect to
conflict of laws rules or choice of laws rules thereof. All legal proceedings
concerning the interpretations, enforcement and defense of terms of the Warrant
(whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced in the state and
federal courts sitting in Manhattan County New York (the "<u>New York Courts</u>").
By accepting the Warrant, the Warrant Holder and any other holder shall be
deemed to have irrevocably submitted to the exclusive jurisdiction of the New
York Courts for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any term of the Warrant), and
shall be deemed to have irrevocably waived, and agreed not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, or such New York Courts are improper or
inconvenient venue for such proceeding; provided, however, that, insofar as the
Corporation is incorporated under the laws of the State of Delaware, the General
Corporation Law of the State of Delaware (or any successor statute) shall govern
those matters that apply to the internal governance of the Corporation. </p>
<b>
<p>Section 19. Amendments and Waivers</b>. This Warrant may be amended only by a
writing signed by the Corporation and the Warrantholder. </p>
<p>IN WITNESS WHEREOF, Trustcash Holdings, Inc. has caused this Warrant to be
duly executed, as of the day and year first above written. </p>
<b>
<p>TRUSTCASH HOLDINGS, INC.<br>
<br>
<br>
</p>
</b>
<p>By:   /s/ Kent Carasquero</p>
<p>        Kent Carasquero, President</p>
<p>Acceptance:</p>
<p>Brennecke Partners LLC</p>
<p> </p>
<p>By: ______________________________      Date: June
30, 2007</p>
<p>_________________________, President </p>
<b>
<p> </p>
</b>
<p align="center">6</p>
<hr color="000080" size="1">
<p> </p>
<b>
<p ALIGN="CENTER">SCHEDULE A<br>
APPENDIX A <br>
</b></font><b><font FACE="Times New Roman Bold" SIZE="2">TRUSTCASH HOLDINGS,
INC. <br>
</font><font SIZE="2">BRENNECKE WARRANT EXERCISE FORM </p>
</font></b><font SIZE="2">
<p>To: Trustcash Holdings, Inc. </p>
<p>The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant ("Warrant") for, and to purchase thereunder by
the payment of the Warrant Price and surrender of the Warrant, _______________
shares of Common Stock ("<u><b>Warrant Shares</b></u>") provided for therein,
and requests that certificates for the Warrant Shares be issued as follows: </p>
<b>
<p ALIGN="CENTER">________________________________________________<br>
Name <br>
</b>________________________________________________<br>
<b>Address <br>
_</b>________________________________________________<br>
<b>Address <br>
__________________________________________________<br>
Federal Tax ID or Social Security No. </p>
</b>
<p>and delivered by </p>
<p>|_| certified mail to the above address, or </p>
<p>|_| electronically (provide DWAC Instructions:_______________), or </p>
<p>|_| other (specify: _______________________________). </p>
<p>and, if the number of Warrant Shares shall not be all the Warrant Shares
purchasable upon exercise of the Warrant, that a new Warrant for the balance of
the Warrant Shares purchasable upon exercise of this Warrant be registered in
the name of the undersigned Warrantholder or the undersigned's Assignee as below
indicated and delivered to the address stated below. </p>
<p>By exercising the rights represented by this Warrant, the undersigned hereby
certifies that, as of the date of exercise of this Warrant, the representations
and warranties contained in Section 5 of the Purchase Agreement are true and
correct in all material respects with respect to the undersigned. </p>
</font>
<p ALIGN="CENTER"></p>
<center>
<table CELLSPACING="0" BORDER="0" WIDTH="90%" bordercolor="#000000" style="border-left-width: 0; border-right-width: 0" cellpadding="0">
 <tr>
  <td VALIGN="MIDDLE" style="border-style: solid; border-width: 1">
  <font SIZE="2">Dated: ___________________, ____<p>Note: The signature must
  correspond with                          
  Signature:___________________________________<br>
  the name of the registered holder as <br>
  written on the first page of the Warrant<br>
  in every particular, without alteration<br>
  or enlargement or any change whatever,<br>
  unless the Warrant has been assigned.                               
  Name (please print):___________________________</p>
  <dir>
   <dir>
    <dir>
     <dir>
      <p></p>
      <p>                                              
      Address____________________________________</p>
      <p>                                              
      ___________________________________________</p>
     </dir>
    </dir>
   </dir>
  </dir>
  <p>                                                                                                   
  __________________________________________<br>
                                                                                                   
  Federal Identification or<br>
                                                                                                   
  Social Security No.: ______________________<br>
 </font></td>
 </tr>
 <tr>
  <td VALIGN="MIDDLE"> </td>
 </tr>
</table>
</center>
<p></p>
<font SIZE="2">
<p ALIGN="CENTER">7</p>
<hr color="000080" size="1"><b>
<p ALIGN="CENTER">APPENDIX "B" <br>
Brennecke Net Issue Election Notice </p>
</b>
<p>To: Trustcash Holdings, Inc. </p>
<p>Date:_________________________ </p>
<p>The undersigned hereby elects under Section 18 of this Warrant to surrender
the right to purchase ____________ shares of Common Stock pursuant to this
Warrant and hereby requests the issuance of _____________ shares of Common
Stock. The certificate(s) for the shares issuable upon such net issue election
shall be issued in the name of the undersigned or as otherwise indicated below.
</p>
</font>
<p ALIGN="CENTER"></p>
<center>
<table CELLSPACING="0" BORDER="1" CELLPADDING="0" WIDTH="60%" bordercolor="#000000">
 <tr>
  <td WIDTH="50%" VALIGN="TOP" style="border-style: solid; border-width: 1">
  <font SIZE="2"><b>Signature</b>:<p>  _________________________________<br>
  By:      _____________________<br>
  Title:   _____________________</p>
  <p>  Address:     _______________________<br>
                      
  _______________________<br>
                      
  _______________________<br>
                      
  _______________________<br>
          Tel:     
  _______________________<br>
         Fax.:     
  _______________________</font></td>
  <td WIDTH="50%" VALIGN="TOP" style="border-right-style: solid; border-right-width: 1; border-top-style: solid; border-top-width: 1; border-bottom-style: solid; border-bottom-width: 1">
  <font SIZE="2"><b>Registration Instructions</b>:<p> </p>
  <p>  _________________________________<br>
  Name for Registration</p>
  <p>  Address:  __________________________<br>
                   
  __________________________<br>
                   
  __________________________<br>
      Tel:      
  __________________________ <br>
     Fax.:      
  __________________________<br>
 </font></td>
 </tr>
</table>
</center>
<p></p>
<font SIZE="2">
<p> </p>
<p align="center">8</p>
<hr color="000080"></font>