EXECUTION
      COPY

     

    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
      STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE
      OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR
      OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      AS
      TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
      AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO 180 CONNECT INC. THAT SUCH
      REGISTRATION IS NOT REQUIRED.

     

    UNLESS
      PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE WARRANT
      AND
      THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL NOT TRADE THE
      WARRANT AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT BEFORE
      NOVEMBER 3, 2007.

     

    WITHOUT
      PRIOR WRITTEN APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE
      SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY
      NOT
      BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE
      FACILITIES OF THE TORONTO STOCK EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR
      THE
      BENEFIT OF A CANADIAN RESIDENT UNTIL NOVEMBER 3, 2007.

     

    Right
      to
      Purchase 1,000,000 Shares of Common Stock of

    180
      Connect Inc.

    (subject
      to adjustment as provided herein)

     

    COMMON
      STOCK PURCHASE WARRANT

    

      
        	
                No.
                  002

              	
                Issue
                  Date: July 2, 2007

              


      

    

     

    180
      Connect Inc.,
      a
      corporation organized under the federal laws of Canada
      (“180
      Connect”),
      hereby certifies that, for value received, LAURUS MASTER FUND, LTD. or assigns
      (the “Holder”),
      is
      entitled, subject to the terms set forth below, to purchase from the Company
      (as
      defined herein) from and after the Issue Date of this Warrant and at any time
      or
      from time to time before 5:00 p.m., Toronto time, on July 2, 2012 (the
      “Expiration
      Date”),
      up to
      1,000,000 fully paid and nonassessable shares of Common Stock (as hereinafter
      defined), at the applicable Exercise Price (as defined below) per share. The
      number and character of such shares of Common Stock and the applicable Exercise
      Price per share are subject to adjustment as provided herein. The Company (as
      defined herein) will have no obligation to pay the Holder any cash or other
      consideration or otherwise “net cash settle” the Warrant. Accordingly, the
      Warrant may expire or be redeemed unexercised and may be deprived of any
      value.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings: 

     

    (a)  The
      term
“Company” shall include 180 Connect and any corporation which shall succeed, or
      assume the obligations of, 180 Connect hereunder. 

     

    (b)  The
      term
“Common Stock” includes (i) the issued and outstanding common shares in the
      capital of the Company and (ii) any other securities into which or for which
      any
      of the securities described in the preceding clause (i) may be converted or
      exchanged pursuant to a plan of recapitalization, reorganization, merger, sale
      of assets or otherwise.

     

    (c)  The
      term
“Other Securities” refers to any stock (other than Common Stock) and other
      securities of the Company or any other person (corporate or otherwise) which
      the
      Holder of the Warrant at any time shall be entitled to receive, or shall have
      received, on the exercise of the Warrant, in lieu of or in addition to Common
      Stock, or which at any time shall be issuable or shall have been issued in
      exchange for or in replacement of Common Stock or Other Securities pursuant
      to
      Section 4
      or
      otherwise. 

     

    (d)  The
      “Exercise Price” applicable under this Warrant shall be a price of
      US$2.61;

     

    (e)  The
      term
“Purchase Agreement” means that certain Security and Purchase Agreement dated as
      of the date hereof between 180 Connect Inc., Mountain Center, Inc., JJ&V
      Communications, Inc., Tumbleweed HS Inc., Piedmont Telecommunications, Inc.,
      180
      Digital Interiors, Inc., HD Complete, Inc., Ironwood Communications Inc., and
      Queens Cable Contractors, Inc. and the Holder, as such may be amended from
      time
      to time. 

     

    (f)  
      The term
“Exchange Rate” means, in relation to any amount of currency to be converted
      into US dollars pursuant to this Warrant, the US dollar exchange rate as
      published in the Wall Street Journal from time to time.

     

    All
      other
      defined terms have the meaning attributed to them in the Purchase
      Agreement.

     

    All
      amounts owing under this Warrant, the Purchase Agreement or any related
      agreement shall be paid in US dollars. All amounts denominated in other
      currencies shall be converted in the US dollar equivalent amount in accordance
      with the Exchange Rate on the relevant date of calculation. 

     

    1.  Exercise
      of Warrant. 

     

    1.1  Number
      of Shares Issuable upon Exercise.
      From
      and after the date hereof through and including the Expiration Date, the Holder
      shall be entitled to receive, upon exercise of this Warrant in whole or in
      part,
      by delivery of an original or fax copy of an exercise notice in the form
      attached hereto as Exhibit A (the “Exercise
      Notice”),
      shares of Common Stock of the Company, subject to adjustment pursuant to Section
      4.

     

    1.2  Fair
      Market Value.
      For
      purposes hereof, the “Fair Market Value” of a share of Common Stock as of a
      particular date (the “Determination
      Date”)
      shall
      mean: 

     

    (a)  If
      the
      Company’s Common Stock is traded on the Toronto Stock Exchange (“TSX”),
      then
      the volume weighted average of the US dollar equivalent (calculated at the
      prevailing Exchange Rate on each day to the extent that such trading price
      is
      not traded in US dollars) of the closing or last sale price reported for the
      twenty (20) trading days immediately preceding the Determination
      Date.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (b)  If
      the
      Company’s Common Stock is not traded on the TSX but is quoted on the NASD OTC
      Bulletin Board, then the mean of (i) the average of the closing bid price and
      (ii) the average of the closing ask price, in each case reported for the twenty
      (20) trading days immediately preceding the Determination Date.

     

    (c)  Except
      as
      provided in clause (d) below, if the Company’s Common Stock is not publicly
      traded, then as the Holder and the Company agree or in the absence of agreement
      by arbitration in accordance with the rules then in effect of the American
      Arbitration Association before a single arbitrator to be chosen from a panel
      of
      persons qualified by education and training to pass on the matter to be
      decided.

     

    (d)  If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company’s charter, then all amounts to be payable per share to holders of the
      Common Stock pursuant to the charter in the event of such liquidation,
      dissolution or winding up, plus all other amounts to be payable per share in
      respect of the Common Stock in liquidation under the charter, assuming for
      the
      purposes of this clause (d)
      that all
      of the shares of Common Stock then issuable upon exercise of the Warrant are
      outstanding at the Determination Date.

     

    1.3  Company
      Acknowledgment.
      The
      Company will, at the time of the exercise of the Warrant, upon the request
      of
      the Holder hereof acknowledge in writing its continuing obligation to afford
      to
      such Holder any rights to which such Holder shall continue to be entitled after
      such exercise in accordance with the provisions of this Warrant. If the Holder
      shall fail to make any such request, such failure shall not affect the
      continuing obligation of the Company to afford to such Holder any such rights.
      

     

    1.4  Limitation
      on Sale of Common Stock.
      Holder
      shall not on or before July 2, 2008 sell any of the Common Stock issuable upon
      exercise of this Warrant.

     

    2.  Procedure
      for Exercise.

     

    2.1  Delivery
      of Stock Certificates, Etc., on Exercise.
      The
      Company agrees that the shares of Common Stock purchased upon exercise of this
      Warrant shall be deemed to be issued to the Holder as the owner of record of
      such shares as of the close of business on the date on which this Warrant shall
      have been surrendered and payment made for such shares in accordance herewith.
      As soon as practicable after the exercise of this Warrant in full or in part,
      and in any event within three (3) business days thereafter, the Company at
      its
      expense (including the payment by it of any applicable issue taxes) shall
      instruct its transfer agent for the Common Stock to issue in the name of and
      deliver to the Holder, or as such Holder (upon payment by such Holder of any
      applicable transfer taxes) may direct in compliance with applicable securities
      laws, a certificate or certificates for the number of duly and validly issued,
      fully paid and non-assessable shares of Common Stock (or Other Securities)
      to
      which such Holder shall be entitled on such exercise bearing a legend
      substantially in the form of the legend set forth on the first page of this
      Warrant, plus, in lieu of any fractional share to which such Holder would
      otherwise be entitled, cash equal to such fraction multiplied by the then Fair
      Market Value of one full share, together with any other stock or other
      securities and property (including cash, where applicable) to which such Holder
      is entitled upon such exercise pursuant to Section 1
      or
      otherwise.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    2.2  Exercise.
      Payment
      may be made either (i) in cash or by certified or official bank cheque payable
      to the order of the Company equal to the applicable aggregate Exercise Price,
      (ii) by surrender of all or a portion of this Warrant in accordance with the
      formula set forth below in this Section 2.2,
      or
      (iii) by a combination of any of the foregoing methods, for the number of Common
      Shares specified in such Exercise Notice (as such exercise number shall be
      adjusted to reflect any adjustment in the total number of shares of Common
      Stock
      issuable to the Holder in accordance with the terms of this Warrant) and the
      Holder shall thereupon be entitled to receive the number of duly authorized,
      validly issued, fully-paid and non-assessable shares of Common Stock (or Other
      Securities) determined as provided herein. Notwithstanding any provisions herein
      to the contrary, if the Fair Market Value of one share of Common Stock is
      greater than the Exercise Price (at the date of calculation as set forth below),
      in lieu of exercising this Warrant for cash, the Holder may elect to receive
      shares equal to the value (as determined below) of this Warrant (or the portion
      thereof being exercised) by surrender of this Warrant at the principal office
      of
      the Company together with the properly endorsed Exercise Notice in which event
      the Company shall issue to the Holder a number of shares of Common Stock
      computed using the following formula:

     

    X=Y
      x
(A-B)

    A

    

      
        	
                Where
                  X =

              	
                the
                  number of shares of Common Stock to be issued to the
                  Holder

              
	 	 
	
                Y
                   =

              	
                the
                  number of shares of Common Stock purchasable under the Warrant
                  or, if only
                  a portion of the Warrant is being exercised, the portion of the
                  Warrant
                  being exercised (at the date of such calculation)

              
	 	 
	
                A 
                  =

              	
                the
                  Fair Market Value of one share of the Company’s Common Stock (at the date
                  of such calculation)

              
	 	 
	
                B 
                  =

              	
                Exercise
                  Price (as adjusted to the date of such
                  calculation)

              


      

    

     

    3.  Effect
      of Reorganization, Etc.; Adjustment of Exercise Price.

     

    3.1  Reorganization,
      Consolidation, Merger, Etc.
      In case
      at any time or from time to time, the Company shall (a) effect a reorganization,
      (b) consolidate with or merge into any other person, or (c) transfer all or
      substantially all of its properties or assets to any other person under any
      plan
      or arrangement contemplating the dissolution of the Company, then, in each
      such
      case, as a condition to the consummation of such a transaction, proper and
      adequate provision shall be made by the Company whereby the Holder of this
      Warrant, on the exercise hereof as provided in Section 1
      at any
      time after the consummation of such reorganization, consolidation or merger
      or
      the effective date of such dissolution, as the case may be, the Holder shall
      receive, in lieu of the Common Stock (or Other Securities) issuable on such
      exercise prior to such consummation or such effective date, the stock and other
      securities and property (including cash) to which such Holder would have been
      entitled upon such consummation or in connection with such dissolution, as
      the
      case may be, if such Holder had so exercised this Warrant, immediately prior
      thereto, all subject to further adjustment thereafter as provided in Section
      4.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    3.2  Dissolution.
      In the
      event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, concurrently with
      any distributions made to holders of its Common Stock, shall at its expense
      deliver or cause to be delivered to the holder the stock and other securities
      and property (including cash, where applicable) receivable by the Holder of
      the
      Warrant pursuant to Section 3.1,
      net of
      the aggregate Exercise Price.

     

    3.3  Continuation
      of Terms.
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in this Section 3,
      this
      Warrant shall continue in full force and effect and the terms hereof shall
      be
      applicable to the shares of stock and other securities and property receivable
      on the exercise of this Warrant after the consummation of such reorganization,
      consolidation or merger or the effective date of dissolution following any
      such
      transfer, as the case may be, and shall be binding upon the issuer of any such
      stock or other securities, including, in the case of any such transfer, the
      person acquiring all or substantially all of the properties or assets of the
      Company, whether or not such person shall have expressly assumed the terms
      of
      this Warrant as provided in Section 4.
      In the
      event this Warrant does not continue in full force and effect after the
      consummation of the transactions described in this Section 3,
      then
      the Company’s securities and property (including cash, where applicable)
      receivable by the Holders of the Warrant will be delivered to the Holder as
      contemplated by Section 3.2.

     

    4.  Extraordinary
      Events Regarding Common Stock. 

     

    In
      the
      event that the Company shall (a) issue additional shares of the Common Stock
      as
      a dividend or other distribution on outstanding Common Stock, (b) subdivide
      its
      outstanding shares of Common Stock, or (c) combine its outstanding shares of
      the
      Common Stock into a smaller number of shares of the Common Stock, then, in
      each
      such event, the Exercise Price shall, simultaneously with the happening of
      such
      event, be adjusted by multiplying the then Exercise Price by a fraction, the
      numerator of which shall be the number of shares of Common Stock outstanding
      immediately prior to such event and the denominator of which shall be the number
      of shares of Common Stock outstanding immediately after such event, and the
      product so obtained shall thereafter be the Exercise Price then in effect.
      The
      Exercise Price, as so adjusted, shall be readjusted in the same manner upon
      the
      happening of any successive event or events described herein in this Section
      4.
      The
      number of shares of Common Stock that the Holder of this Warrant shall
      thereafter, on the exercise hereof as provided in Section 1,
      be
      entitled to receive shall be adjusted to a number determined by multiplying
      the
      number of shares of Common Stock that would otherwise (but for the provisions
      of
      this Section 4)
      be
      issuable on such exercise by a fraction of which (a) the numerator is the
      Exercise Price that would otherwise (but for the provisions of this Section
      4)
      be in
      effect, and (b) the denominator is the Exercise Price in effect immediately
      after the adjustment referred to in the first sentence of this Section
4.

     

    5.  Certificate
      as to Adjustments. 

     

    In
      each
      case of any adjustment or readjustment in the shares of Common Stock (or Other
      Securities) issuable on the exercise of the Warrant, the Company at its expense
      will promptly cause its Chief Financial Officer or other appropriate designee
      to
      compute such adjustment or readjustment in accordance with the terms of the
      Warrant and prepare a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (a) stock, securities and other property to
      be
      received or received by holders of Common Stock upon a transaction contemplated
      by Section 3.1
      or a
dissolution
      contemplated by Section 3.2
      in the
      ratio of subdivision or combination contemplated by Section 4
      or the
      number of shares and Common Stock issued as a dividend or distribution as
      contemplated by Section 4,
      (a) the
      number of shares of Common Stock (or Other Securities) outstanding or deemed
      to
      be outstanding, and (b) the Exercise Price and the number of shares of Common
      Stock to be received upon exercise of this Warrant, in effect immediately prior
      to such adjustment or readjustment and as adjusted or readjusted as provided
      in
      this Warrant. The Company will forthwith mail a copy of each such certificate
      to
      the Holder of the Warrant. 

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    6.  Reservation
      of Stock, Etc. Issuable on Exercise of Warrant. 

     

    The
      Company is authorized to issue an unlimited number of shares of Common Stock.
      If
      after the Closing Date, the Company amends its articles or certificate of
      incorporation or similar charter document to limit the number of shares of
      Common Stock that the Company is authorized to issue, it shall at all times
      reserve and keep available, solely for issuance and delivery on the exercise
      of
      the Warrant, shares of Common Stock (or Other Securities) from time to time
      issuable on the exercise of the Warrant.

     

    7.  Assignment;
      Exchange of Warrant. 

     

    Subject
      to compliance with applicable Canadian and United States securities laws, this
      Warrant, and the rights evidenced hereby, may be transferred by any registered
      Holder hereof (a “Transferor”)
      in
      whole or in part. On the surrender for exchange of this Warrant, with the
      Transferor’s endorsement in the form of Exhibit B attached hereto (the
“Transferor
      Endorsement Form”),
      together with evidence reasonably satisfactory to the Company demonstrating
      compliance with applicable Canadian and United States securities laws (which
      shall include, without limitation, the provision of a legal opinion from the
      Transferor’s counsel reasonably acceptable to the Company’s counsel that such
      transfer is exempt from the prospectus and registration or equivalent
      requirements of applicable securities laws) and with payment by the Transferor
      of any applicable transfer taxes, the Company will issue and deliver to or
      on
      the order of the Transferor thereof a new Warrant of like tenor, in the name
      of
      the Transferor and/or the transferee(s) specified in such Transferor Endorsement
      Form (each a “Transferee”),
      calling in the aggregate on the face or faces thereof for the number of shares
      of Common Stock called for on the face or faces of the Warrant so surrendered
      by
      the Transferor.
      Each new
      Warrant evidencing this Warrant so transferred shall bear a legend substantially
      in the form of the legend set forth on the first page of this Warrant unless
      such legend has, by its terms, expired.

     

    8.  Replacement
      of Warrant. 

     

    On
      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 of this Warrant, on delivery of an indemnity agreement
      or
      security reasonably satisfactory in form and amount to the Company or, in the
      case of any such mutilation, on surrender and cancellation of this Warrant,
      the
      Company at its expense will execute and deliver, in lieu thereof, a new Warrant
      of like tenor.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    9.  Maximum
      Exercise. 

     

    Notwithstanding
      anything contained herein to the contrary, the Holder shall not be entitled
      to
      convert pursuant to the terms of this Warrant an amount that would be
      convertible into that number of shares of Common Stock which, when added to
      the
      number of shares of Common Stock otherwise beneficially owned by the Holder
      including those issuable upon exercise of convertible securities, warrants
      or
      options held by the Holder, would exceed 9.99% of the outstanding shares of
      Common Stock of the Company at the time of exercise. For the purposes of the
      immediately preceding sentence, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Securities
      Exchange Act of 1934 (the
      “Exchange
      Act”)
      and
      Regulation 13d-3 thereunder.

     

    10.  Transfer
      on the Company’s Books. 

     

    Until
      this Warrant is transferred on the books of the Company, the Company may treat
      the registered holder hereof as the absolute owner hereof for all purposes,
      notwithstanding any notice to the contrary.

     

    11.  Notices,
      Etc. 

     

    All
      notices and other communications from the Company to the Holder of this Warrant
      shall be personally delivered, sent by confirmed telex or facsimile or delivered
      by nationally recognized overnight courier at such address as may have been
      furnished to the Company in writing by such Holder or, until any such Holder
      furnishes to the Company an address, then to, and at the address of, the last
      Holder of this Warrant who has so furnished an address to the
      Company.

     

    12.  Miscellaneous.
      

     

    This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought and, if registered,
      with the approval of the stock exchange on which the Common Stock is listed
      for
      trading. This Warrant shall be governed by and construed in accordance with
      the
      laws of the province of Ontario without regard to principles of conflicts of
      laws. Any action brought concerning the transactions contemplated by this
      Warrant may be brought in the state courts of New York or in the federal courts
      located in the state of New York. The individuals executing this Warrant on
      behalf of the Company agree to submit to the non-exclusive jurisdiction of
      such
      courts and waive trial by jury. The prevailing party shall be entitled to
      recover from the other party its reasonable attorney’s fees and costs. In the
      event that any provision of this Warrant is invalid or unenforceable under
      any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law. Any such provision which
      may prove invalid or unenforceable under any law shall not affect the validity
      or enforceability of any other provision of this Warrant. The headings in this
      Warrant are for purposes of reference only, and shall not limit or otherwise
      affect any of the terms hereof. The invalidity or unenforceability of any
      provision hereof shall in no way affect the validity or enforceability of any
      other provision hereof. Nothing contained herein shall be deemed or operate
      to
      preclude the Holder from bringing suit or taking other legal action against
      the
      Company in any other jurisdiction to collect on the Company’s obligations to the
      Holder or to enter a judgment or other court ruling in favour of the
      Holder. The
      Company acknowledges that legal counsel participated in the preparation of
      this
      Warrant and, therefore, stipulates that the rule of construction that
      ambiguities are to be resolved against the drafting party shall not be applied
      in the interpretation of this Warrant to favour any party against the other
      party. 

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    13.  Judgment
      Currency.

     

    (a) If
      for
      the purpose of obtaining or enforcing judgment against the Company in any court
      in any jurisdiction it becomes necessary to convert into any other currency
      (such other currency being hereinafter in this paragraph 13 referred to as
      the
“Judgment
      Currency”)
      an
      amount due in US dollars under this Warrant, the conversion shall be made at
      the
      Exchange Rate prevailing on the business day immediately preceding:

     

    
      	(i)  	
              the
                date actual payment of the amount due, in the case of any proceeding
                in
                the courts of New York or in the courts of any other jurisdiction
                that
                will give effect to such conversion being made on such date: or
                

            


    

     

    
      	(ii)  	
              the
                date on which the foreign court determines, in the case of any proceeding
                in the courts of any other jurisdiction (the date as of which such
                conversion is made pursuant to this paragraph 14(a)(ii) being hereinafter
                referred to as the “Judgment
                Conversion Date”)

            


    

     

    (b) If
      in the
      case of any proceeding in the court of any jurisdiction referred to in paragraph
      13(a)(ii) above, there is a change in the Exchange Rate prevailing between
      the
      Judgment Conversion Date and the date of actual payment of the amount due,
      the
      applicable party shall pay such adjusted amount as may be necessary to ensure
      that the amount paid in the Judgment Currency, when converted at the Exchange
      Rate prevailing on the date of payment, will produce the amount of US dollars
      which could have been purchased with the amount of Judgment Currency stipulated
      in the judgment or judicial order at the Exchange Rate prevailing on the
      Judgment Conversion Date.

     

    (c) Any
      amount due from the Company under this provision shall be due as a separate
      debt
      and shall not be affected by judgment being obtained for any other amounts
      due
      under or in respect of this Warrant.

     

    14.  Rights
      of the Holder

     

    Prior
      to
      the exercise of this Warrant, the Holder shall not, by virtue hereof, be
      entitled to any rights of a shareholder of the Company, including, without
      limitation, the right to vote, to receive dividends or other distributions
      or to
      receive any notice of meeting of shareholders or any notice of any proceedings
      of the Company except as may be specifically provided for herein.

     

    [BALANCE
      OF PAGE INTENTIONALLY LEFT BLANK;

     

    SIGNATURE
      PAGE FOLLOWS.]

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above. 

     

    
      	 	 	
              180
                Connect Inc.

               

            
	 	 	
              By:

            	 
	 	 	
               

              Name:

            	 
	 	 	 	
               

              Title:

            	 
	 	 	 	 	 
	 	 	 	
               

              By:

            	 
	 	 	 	
               

              Name:

            	 
	 	 	 	
               

              Title:

            	 


    

     

    
      Common
        Stock Purchase Warrant Signature Page

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    FORM
      OF SUBSCRIPTION

    (To
      Be
      Signed Only On Exercise Of Warrant)

     

    TO: 180
      Connect Inc.

     

    Attention: Chief
      Financial Officer

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.____), hereby irrevocably elects to purchase (check applicable
      box):

     

    
      	o	 	
              ________
                shares of the Common Stock covered by such Warrant; or

            
	 	 	 
	o	 	
              the
                maximum number of shares of Common Stock covered by such Warrant
                pursuant
                to the cashless exercise procedure set forth in Section
                2.

            


    

     

    The
      undersigned herewith makes payment of the full Exercise Price for such shares
      at
      the price per share provided for in such Warrant, which is US$___________.
      Such
      payment takes the form of (check applicable box or boxes):

     

    
      	o	 	
              US$__________
                in lawful money of the United States; and/or

            
	 	 	 
	o	 	
              the
                cancellation of such portion of the attached Warrant as is exercisable for
                a total of _______ shares of Common Stock (using a Fair Market Value
                of
                US$_______ per share for purposes of this calculation);
                and/or

            
	 	 	 
	o	 	
              the
                cancellation of such number of shares of Common Stock as is necessary,
                in
                accordance with the formula set forth in Section 2.2, to exercise
                this
                Warrant with respect to the maximum number of shares of Common Stock
                purchasable pursuant to the cashless exercise procedure set forth
                in
                Section 2.

            


    

     

    The
      undersigned requests that the certificates for such shares be issued in the
      name
      of, and delivered to ___________________ whose address is
      __________________________.

     

    The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      in
      reliance upon available exemptions from the prospectus and registration or
      equivalent requirements of applicable securities legislation.

    
      	 	 	 	 
	Dated:
              _________________________________	 	 	   
              
	
            	 	 	
              (Signature
                must conform to name of Holder as 

              specified
                on
                the face of the Warrant)

            
	 	 	 	 
	 	 	
              Address:      
                

            	 
	 	 	 	 


    

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

      

    EXHIBIT
      B

     

    FORM
      OF TRANSFEROR ENDORSEMENT

    (To
      Be
      Signed Only On Transfer Of Warrant)

     

    For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “Transferees” the right represented by
      the within Warrant to purchase the percentage and number of shares of Common
      Stock of 180 Connect Inc. into which the within Warrant relates specified under
      the headings “Percentage Transferred” and “Number Transferred,” respectively,
      opposite the name(s) of such person(s) and appoints each such person Attorney
      to
      transfer its respective right on the books of 180 Connect Inc. with full power
      of substitution in the premises.

     

    
      	
              Transferees

            	 	
              Address

            	 	
              Percentage
                

              Transferred

            	 	
              Number
                

              Transferred

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

     

    
      	Dated:
              _________________________________	 	 	 
	
            	 	 	
              (Signature
                must conform to name of Holder as 

              specified
                on
                the face of the Warrant)

            
	
            	 	 	
            
	 	 	Address:     
	 
	 	 	 	 


    

        

    
      	 	 	 SIGNED
              IN THE PRESENCE OF:
	
            	 	   
              
	
              
              

            	
               

            	
               (Name)

            


    

      

    
      	 	 	 	 
	
              ACCEPTED
                AND AGREED:

              
                [TRANSFEREE]

                 

              

            	 	 	
            
	
              

              (Name)

            	 	 	
            


    

     

    
      
        
        

      

      
        B-1