Exhibit 4.2

                                 FORM OF WARRANT
                                 ---------------

        THIS WARRANT AND THE SHARES  ISSUABLE  UPON THE EXERCISE OF THIS
        WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF
        1933, AS AMENDED.  EXCEPT AS OTHERWISE SET FORTH HEREIN. NEITHER
        THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,  TRANSFERRED OR
        ASSIGNED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
        FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN
        FORM, SUBSTANCE AND SCOPE,  CUSTOMARY FOR OPINIONS OF COUNSEL IN
        COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER
        SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

                    Right to Purchase _______________ Shares

                             SHARE PURCHASE WARRANT

        THIS CERTIFIES THAT, for value received, ______________________________,
or its registered assigns (the "HOLDER"),  is entitled to purchase from Enthrust
Financial Services, Inc., a Delaware corporation (the "COMPANY"), at any time or
from  time  to  time   during  the  period   specified   in  Section  2  hereof,
_______________________ (__________) shares of the Common Stock, par value $.001
per share of the Company  ("COMMON  STOCK") at an exercise price per Share equal
to $7.00 (the  "INITIAL  EXERCISE  PRICE")  The term  "WARRANT  SHARES," as used
herein, refers to the Shares purchasable  hereunder.  The Warrant Shares and the
Initial  Exercise  Price are  subject to  adjustment  as  provided  in Section 4
hereof. The term "WARRANT" means this Warrant.

        This  Warrant  is  subject  to  the  following  terms,  provisions,  and
conditions:

        1.      WARRANT EXERCISE.

        (a)     MANNER  OF  EXERCISE;  ISSUANCE  OF  CERTIFICATES;  PAYMENT  FOR
SHARES.  Subject to the provisions hereof,  this Warrant may be exercised by the
Holder  hereof,  in whole or in part,  by the  delivery of a completed  exercise
agreement in the form attached hereto (the "EXERCISE AGREEMENT"), to the Company
during  normal  business  hours on any business day at the  Company's  principal
executive offices at 1270 Avenue of the Americas, 16th Floor, New York, NY 10020
and upon payment to the Company in cash,  by certified or official bank check or
by wire  transfer for the account of the Company of the  Exercise  Price for the
Warrant  Shares  specified  in the Exercise  Agreement.  The Holder shall not be
required  to  deliver  the  original  Warrant  in order to  effect  an  exercise
hereunder  unless  such  exercise  is  being  made  with  respect  to all of the
underlying Warrant Shares.  Execution and delivery of an Exercise Agreement 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. 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  (if such  surrender is
required hereunder), the completed Exercise Agreement shall have been delivered,
and  payment  shall  have  been  made  for  such  shares  as  set  forth  above.
Certificates  for the Warrant  Shares so purchased,  representing  the aggregate
number of shares specified in the Exercise Agreement,  shall be delivered by the
Company to the Holder  hereof within a reasonable  time,  not exceeding ten (10)
business days, after this Warrant shall have been so exercised.  If this Warrant
shall have been  exercised only in part,  then,  upon the request of the Holder,
the

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Company  shall,  at  Company's  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.

        2.      PERIOD OF EXERCISE.  This Warrant is  exercisable at any time or
from time to time on or after the date on which this Warrant is issued and on or
prior to 5:00 pm New York time on March 1, 2010 (the "EXERCISE PERIOD").

        3.      CERTAIN AGREEMENTS OF THE COMPANY.  The Company hereby covenants
and agrees that this Warrant will be binding upon any entity  succeeding  to the
Company by merger, consolidation, or acquisition of all or substantially all the
Company's assets.

        4.      ANTIDILUTION PROVISIONS. During the Exercise Period, the Initial
Exercise  Price,  (in this  section,  the  "EXERCISE  PRICE")  and the number of
Warrant  Shares shall be subject to adjustment  from time to time as provided in
this  Section  4. In the event  that any  adjustment  of the  Exercise  Price as
required  herein  results in a fraction of a cent,  such Exercise Price shall be
rounded up to the nearest cent.

                (a)     DIVIDENDS,  ETC. In case the Company shall:  (a) declare
or make a  distribution  on its  outstanding  Common  Stock in  shares of Common
Stock,  (b) subdivide or reclassify its outstanding  Common Stock into a greater
number of shares of Common Stock,  or (c) combine or reclassify its  outstanding
Common Stock into a smaller number of shares of Common Stock; then, the Exercise
Price in effect at the time of occurrence such  distribution or of the effective
date of such subdivision,  combination or reclassification  shall be adjusted so
that it shall equal the price  determined by multiplying the Exercise Price by a
fraction,  the  numerator of which shall be the number of shares of Common Stock
outstanding  immediately prior to such action and the denominator of which shall
be the number of shares of Common Stock  outstanding after giving effect to such
action. Such adjustment shall be made successively whenever any of the foregoing
events shall occur.

                (b)     ISSUANCES,  ETC.  If the Company  shall,  at any time or
from time to time after the date  hereof and on or before the  exercise  of this
Warrant,  issue any shares of Common Stock or other securities convertible into,
or  exchangeable  or exercisable  for,  shares of Common Stock (the  "ADDITIONAL
SHARES") for a consideration  per share less than the applicable  Exercise Price
in effect  immediately  prior to the  issuance of such  Additional  Shares,  the
Exercise Price for shares of Common Stock issuable upon exercise of this Warrant
in effect immediately prior to each such issuance shall automatically (except as
otherwise  provided  herein) be lowered to that price equal to (a) the  Exercise
Price times (b) a fraction,  the  numerator of which shall be the sum of (1) the
number of shares of Common Stock  outstanding  immediately prior to the issuance
of such  Additional  Shares plus (2) the number of shares of Common  Stock which
the aggregate  consideration  paid for such Additional  Shares would purchase at
the Exercise  Price,  and the denominator of which shall be the number of shares
of Common Stock  outstanding  immediately  after the issuance of such Additional
Shares.  For the purposes of any  adjustment of the Exercise  Price  pursuant to
this Section 4(b) the following provisions shall be applicable:

                        (i)     In the case of the  issuance of shares of Common
        Stock in whole or in part for cash, the consideration shall be deemed to
        be the gross amount of cash paid therefor plus the value of any property
        other than cash  received  by the  Company,  determined  as  provided in
        subsection 4(b)(ii) hereof.

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                        (ii)    In the case of the  issuance of Common Stock for
        consideration  other than cash,  the value of such  consideration  other
        than  cash  shall  be  deemed  to be  the  fair  market  value  of  such
        consideration as determined in good faith by the Board,  irrespective of
        any accounting treatment.

                (c)     OPTIONS,  ETC. In the case of the issuance of options or
other  rights to purchase or subscribe  for Common  Stock,  securities  by their
terms  convertible  into or exchangeable for Common Stock or options to purchase
or other rights to subscribe for such convertible or exchangeable securities:

                        (i)     the aggregate maximum number of shares of Common
        Stock deliverable upon exercise of such options to purchase or rights to
        subscribe  for Common  Stock  shall be deemed to have been issued at the
        time such options or rights were issued and for a consideration equal to
        the  consideration  (determined  in the manner  provided  in  subsection
        4(b)(i) and (ii)  hereof),  if any,  received  by the  Company  upon the
        issuance  of such  options or rights  plus the  minimum  purchase  price
        provided in such options or rights for the Common Stock covered  thereby
        (the  consideration in each case to be determined in the manner provided
        in subsection 4(b)(i) and (ii) hereof);

                        (ii)    the aggregate maximum number of shares of Common
        Stock  deliverable  upon  conversion  of, or in exchange  for,  any such
        convertible or  exchangeable  securities or upon the exercise of options
        to purchase or rights to subscribe for such  convertible or exchangeable
        securities and subsequent conversion or exchange thereof shall be deemed
        to have  been  issued at the time such  securities  were  issued or such
        options  or rights  were  issued  and for a  consideration  equal to the
        consideration  received  by the  Company  for any  such  securities  and
        related  options or rights  (excluding  any cash  received on account of
        accrued  interest or accrued  dividends),  plus the  minimum  additional
        consideration, if any, to be received by the Company upon the conversion
        or exchange of such securities or the exercise of any related options or
        rights (the  consideration  in each case to be  determined in the manner
        provided in subsection 4(b)(i) and (ii) hereof), provided that in making
        the foregoing  calculations such convertible or exchangeable  securities
        shall be deemed to have been converted or redeemed;

                        (iii)   if there is any change in the exercise price of,
        or number of shares  deliverable  upon  exercise of, any such options or
        rights or upon the  conversion  or exchange of any such  convertible  or
        exchangeable   securities  (other  than  a  change  resulting  from  the
        antidilution   provisions  thereof),   then  the  Exercise  Price  shall
        automatically be readjusted in proportion to such change; and

                        (iv)    upon  the  expiration  of any  such  options  or
        rights or the termination of any such rights to convert or exchange such
        convertible  or  exchangeable  securities,  the Exercise  Price shall be
        automatically  readjusted to the Exercise Price that would have obtained
        had such options,  rights or convertible or exchangeable  securities not
        been issued.

                (d)     NOTICE   OF   ADJUSTMENTS/CERTAIN   EVENTS.   Upon   the
occurrence of each  adjustment or readjustment of the Exercise Price as a result
of the events  described in this Section 4, the Company,  at its expense,  shall
promptly  compute such adjustment or readjustment and prepare and furnish to the
Holder of a  certificate  setting  forth such  adjustment  or  readjustment  and
showing in detail the facts upon which such adjustment or readjustment is based.
The Company

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<PAGE>


shall,  upon the  written  request  at any time of the  Holder,  furnish to such
Holder a like  certificate  setting forth:  (i) such adjustment or readjustment,
(ii) the Exercise Price at the time in effect, and (iii) the number of shares of
Common Stock and the amount,  if any, of other  securities or property  which at
the time would be received upon  exercise of the Warrant.  The Company will give
also  written  notice to the  Holder at least ten (10) days prior to the date on
which the Company  determines to make (A) any dividend or distribution  upon the
Common Stock or (B) any pro rata subscription offer to holders of Common Stock.

                (e)     EXCEPTIONS   TO  ADJUSTMENT   OF  EXERCISE   PRICE.   No
adjustment to the Exercise  Price will be made upon the grant or exercise of any
options  or other  rights  to  purchase  shares  of  Common  Stock  issuable  to
employees, consultants, officers or directors of the Company.

                (f)     ADJUSTMENT IN NUMBER OF SHARES.  Upon each adjustment of
the Exercise  Price  pursuant to the provisions of this Section 4, the number of
Shares issuable upon exercise of this Warrant shall be adjusted by multiplying a
number  equal  to the  Exercise  Price  in  effect  immediately  prior  to  such
adjustment  by the number of shares of Common Stock  issuable  upon  exercise of
this Warrant  immediately  prior to such  adjustment and dividing the product so
obtained by the adjusted Exercise Price.

                (g)     CONSOLIDATION,   MERGER   OR   SALE.   In  case  of  any
consolidation  of the  Company  with,  or merger of the  Company  into any other
corporation, or in case of any sale or conveyance of all or substantially all of
the assets of the  Company  other  than in  connection  with a plan of  complete
liquidation  of the Company then as a condition of such  consolidation,  merger,
sale or conveyance,  adequate  provision will be made whereby the Holder of this
Warrant will have the right to acquire and receive upon exercise of this Warrant
in lieu of the Shares  immediately  theretofore  acquirable upon the exercise of
this  Warrant,  such shares of stock,  securities  or assets as may be issued or
payable  with  respect to or in  exchange  for the number of Shares  immediately
theretofore  acquirable  and  receivable  upon exercise of this Warrant had such
consolidation,  merger or sale or conveyance not taken place.  In any such case,
the Company will make  appropriate  provision to insure that the  provisions  of
this Section 4(i) hereof will  thereafter  be  applicable as nearly as may be in
relation to any shares of stock or securities  thereafter  deliverable  upon the
exercise of this Warrant.

                (j)     NO FRACTIONAL  SHARES.  No  fractional  Shares are to be
issued upon the  exercise  of this  Warrant,  but the  Company  shall pay a cash
adjustment in respect of any fractional  share which would otherwise be issuable
in an amount equal to the same  fraction of the value of a share of Common Stock
(as  reasonably  determined  by the  Board  of  Directors)  on the  date of such
exercise.

        5.      ISSUE TAX. The issuance of certificates  for Warrant Shares upon
the exercise of this Warrant shall be made without  charge to the Holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  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
certificate in a name other than the Holder of this Warrant.

        6.      NO RIGHTS OR LIABILITIES  AS A  STOCKHOLDER.  This Warrant shall
not  entitle  the  Holder  hereof  to any  voting  rights  or  other  rights  as
stockholder  of the Company.  No provision  of this  Warrant,  in the absence of
affirmative  action by the Holder hereof to purchase Warrant Shares, and no mere
enumeration herein of the rights or privileges of the Holder hereof,  shall give
rise to any

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<PAGE>


liability  of such  Holder for the  Exercise  Price or as a  stockholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

        7.      TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT.

                (a)     RESTRICTION  ON  TRANSFER.  This  Warrant and the rights
granted  to the  Holder  hereof  are  transferable,  in whole  or in part,  upon
surrender of this Warrant,  together with a properly executed  assignment in the
form  attached  hereto,  at the office or agency of the  Company  referred to in
Section 7(d) below, provided,  however, that any transfer or assignment shall be
subject  to  the  conditions  set  forth  in  Section  7(e)  hereof.  Until  due
presentment  for  registration  of  transfer  on the books of the  Company,  the
Company may treat the  registered  holder  hereof as the owner and holder hereof
for all  purposes,  and the  Company  shall not be affected by any notice to the
contrary.

                (b)     REPLACEMENT   OF  WARRANT.   Upon  receipt  of  evidence
reasonably  satisfactory  to the  Company of the loss,  theft,  destruction,  or
mutilation  of this  Warrant  and,  in the  case of any  such  loss,  theft,  or
destruction,  upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the  Company,  or, in the case of any such  mutilation,  upon
surrender and cancellation of this Warrant,  the Company,  at its expense,  will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

                (c)     CANCELLATION; PAYMENT OF EXPENSES. Upon the surrender of
this Warrant in  connection  with any  transfer,  exchange,  or  replacement  as
provided  in this  Section 7, this  Warrant  shall be  promptly  canceled by the
Company.  The Company shall pay all taxes (other than securities transfer taxes)
and all other  expenses  (other  than legal  expenses,  if any,  incurred by the
holder or transferees)  and charges payable in connection with the  preparation,
execution, and delivery of Warrants pursuant to this Section 7.

                (d)     REGISTER.  The Company shall maintain,  at its principal
executive  offices  (or such  other  office or agency of the  Company  as it may
designate by notice to the Holder hereof), a register for this Warrant, in which
the Company  shall  record the name and address of the person in whose name this
Warrant has been issued,  as well as the name and address of each transferee and
each prior owner of this Warrant.

                (e)     EXERCISE OR TRANSFER  WITHOUT  REGISTRATION.  If, at the
time of the surrender of this Warrant in connection with any exercise, transfer,
or exchange of this Warrant, this Warrant (or, in the case of any exercise,  the
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act of 1933,  as  amended  (the  "SECURITIES  ACT") and under  applicable  state
securities or blue sky laws, the Company may require, as a condition of allowing
such exercise,  transfer, or exchange, (i) that the Holder or transferee of this
Warrant,  as the case may be,  furnish  to the  Company  a  written  opinion  of
counsel,  which opinion and counsel are acceptable to the Company, to the effect
that such exercise, transfer, or exchange may be made without registration under
said Act and under  applicable  state securities or blue sky laws, (ii) that the
Holder or transferee  execute and deliver to the Company an investment letter in
form and substance acceptable to the Company and (iii) that the transferee be an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act; provided that no such opinion, letter or status as an "accredited investor"
shall be required in connection  with a transfer  pursuant to Rule 144 under the
Securities  Act.  The first  Holder of this  Warrant,  by taking and holding the
same,  represents to the Company that such Holder is acquiring  this Warrant for
investment and not with a view to the distribution thereof.

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<PAGE>


        8.      NOTICES.  Any notice  herein  required or  permitted to be given
shall be in writing and may be personally served or delivered by courier or sent
by United  States  mail and shall be deemed to have been given  upon  receipt if
personally served (which shall include telephone line facsimile transmission) or
sent by courier or three (3) days after  being  deposited  in the United  States
mail, certified,  with postage pre-paid and properly addressed, if sent by mail.
For the  purposes  hereof,  the  address of the Holder  shall be as shown on the
records of the Company;  and the address of the Company  shall be 1270 Avenue of
the Americas,  16th Floor,  New York, NY 10020,  Attn:  Thomas Pinou and copy to
Morse,  Zelnick,  Rose & Lander LLP,  405 Park  Avenue New York,  NY 10022 Attn:
Kenneth S. Rose, Esq. Both the Holder and the Company may change the address for
service by service of written notice to the other as herein provided.

        9.      CHOICE OF LAW;  CONSENT TO  JURISDICTION.  This Warrant shall be
enforced,  governed and construed in accordance  with the internal laws (without
giving effect to the conflicts of law principles) of the State of New York. Each
of the parties  hereto  submits to the  exclusive  jurisdiction  of any state or
federal court  sitting in the Borough of  Manhattan,  County of New York, in any
action or proceeding  arising out of or relating to this Agreement,  agrees that
all claims in respect of the action or proceeding may be heard and determined in
any such court and agrees not to bring any action or  proceeding  arising out of
or relating to this Agreement in any other court. Each of the parties waives any
defense of inconvenient  forum to the maintenance of any action or proceeding so
brought and waives any bond,  surety or other security that might be required of
any other party with  respect  thereto.  Any party may make service on any other
party  hereto by sending or  delivering a copy of the process to the party to be
served at the address for each respective party provided for herein.  Nothing in
this  Section,  however,  shall  affect  the right of any  party to serve  legal
process in any other  manner  permitted  by law.  Each party agrees that a final
judgment in any action or proceeding  so brought shall be conclusive  and may be
enforced by suit on the judgment or in any other manner provided by law.

        10.     MISCELLANEOUS.

                (a)     AMENDMENTS.  This Warrant and any  provision  hereof may
only be amended by an instrument in writing signed by the Company and the Holder
hereof.

                (b)     DESCRIPTIVE  HEADINGS.  The descriptive  headings of the
several  paragraphs of this Warrant are inserted for purposes of reference only,
and shall not  affect  the  meaning  or  construction  of any of the  provisions
hereof.

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<PAGE>


                IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be
signed by its duly authorized officer.


                                        ENTHRUST FINANCIAL SERVICES, INC.


                                        By:
                                            -----------------------------
                                               John J. Borer, III
                                               Chief Executive Officer
Dated: July __, 2007


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<PAGE>


                           FORM OF EXERCISE AGREEMENT


                                                        Dated: ________ __, 200_
To:     Enthrust Financial Services, Inc.


        The  undersigned,  pursuant  to the  provisions  set forth in the within
Warrant,  hereby agrees to purchase  ________  shares of Common Stock covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant in cash or by  certified or official  bank check in the
amount of $_________. Please issue a certificate or certificates for such shares
of Common Stock in the name of and pay any cash for any fractional share to:


                                            Name:
                                                  ------------------------------


                                            Signature:
                                            Address:
                                                    ----------------------------

                                                    ----------------------------


                                            Note: The  above  signature   should
                                                  correspond  exactly  with  the
                                                  name on the face of the within
                                                  Warrant, if applicable.

and, if said number of shares shall not be all the shares  purchasable under the
within  Warrant,  a new Warrant is to be issued in the name of said  undersigned
covering the balance of the shares purchasable thereunder less any fraction of a
share paid in cash.

                                       8
<PAGE>


                               FORM OF ASSIGNMENT


        FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
all the rights of the undersigned under the within Warrant,  with respect to the
number of shares of Common Stock covered thereby set forth hereinbelow, to:

        Name of Assignee                    Address              No of Shares
        ----------------                    -------              ------------






        , and hereby irrevocably constitutes and appoints ______________________
_________________________ as agent and attorney-in-fact to transfer said Warrant
on the books of the within named corporation, with full power of substitution in
the premises.


Dated:  ______________, 200_


In the presence of:
                                           _____________________________________

                                     Name: _____________________________________


                                     Signature:_________________________________
                                     Title of Signing Officer or Agent (if any):
                                               _________________________________

                                     Address:  _________________________________

                                               _________________________________


                                            Note: The  above  signature   should
                                                  correspond  exactly  with  the
                                                  name on the face of the within
                                                  Warrant, if applicable.


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