Exhibit 4.3

REGISTRATION RIGHTS AGREEMENT




 

REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated for
reference as of June 30, 2007 by and among Trustcash Holdings, Inc., a Delaware
corporation (the "Corporation"), Brennecke Partners LLC and those
subscribers of the Private Placement whose names and signatures appear on the
signature pages hereto (the "Investors").


WHEREAS:

A. The Corporation entered into a Purchase Agreement dated as of June 30,
2007, with AP Systems, Inc. ("APS"), a newly formed wholly owned
subsidiary of the Company, Trustcash, LLC ("Trustcash"), a
Delaware limited liability company, and the owners of Trustcash, LLC (the "Purchase
Agreement").

B. To induce the subscribers to participate in the Private Placement and
Brennecke to receive the Brennecke Warrants in connection with the Purchase
Agreement, the Corporation has agreed to provide the Investors certain
registration rights under the Securities Act of 1933, as amended, and the
rules and regulations there under, and all applicable state securities laws.


NOW THEREFORE in consideration of the premises and
the mutual agreements and covenants herein contained, the parties hereto hereby
covenant and agree as follows:



 1. DEFINITIONS.


 1.1         Certain Definitions.
 In addition to the terms defined above, as used in this Agreement the following
 terms shall have the following meanings:



	"Affiliate" means any entity controlling, controlled by or
 under common control with a designated Person. For the purposes of this
 definition, "control" shall have the meaning specified as of the date of this
 Agreement for that word in Rule 405 promulgated by the SEC under the 
 Securities Act of 1933.

 

 
	"Brennecke" means Brennecke Partners LLC.

 

 
	"Common Stock" means the common stock, par value $0.001 per
 share, of the Corporation.

 

 
	
 "Equity Security" shall mean any stock or
 similar security, including without limitation securities containing equity
 features and securities containing profit participation features, or any
 security convertible or exchangeable, with or without consideration, into or
 for any stock or similar security, or any security carrying any warrant or
 right to subscribe to or purchase any stock or similar security, or any such
 warrant or right.

 

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	"Exchange Act" means the Securities Exchange Act of 1934,
 as amended, or any similar federal statute, and the rules and regulations of
 the SEC thereunder, all as the same shall be in effect from time to time.

 

 
	"Purchase Agreement" means the Purchase Agreement dated as of
 June 30, 2007, among the Corporation, AP Systems, Inc., Trustcash, LLC and the
 owners of Trustcash, LLC.

 

 
	"Person" means any individual, corporation, partnership,
 joint venture, association, limited liability company, joint-stock company,
 trust, unincorporated organization or government or any agency or political
 subdivision thereof. 

 

 
	"Registrable Securities" shall mean the shares of Common
 Stock issued to the Investors and any underlying Common Stock issued with
 respect to the Brennecke Warrants on exercise and any additional Common Stock
 issued on account thereof by way of a stock dividend or stock split or in
 connection with a combination of shares, recapitalization, merger,
 consolidation or other reorganization, until the earliest to occur of (a) the
 date on which such security has been effectively registered under the
 Securities Act and disposed of in accordance with a registration statement and
 (b) the date on which such security may be sold pursuant to Rule 144 (without
 any volume limitations thereunder) or may be sold without compliance with such
 rule. 

 

 
	"Rule 144" means Rule 144 promulgated by the SEC under the
 Exchange Act, as such Rule may be amended from time to time, or any successor
 rule thereto.

 

 
	"SEC" means the Securities and Exchange Commission of the
 United States of America or any successor to the rights and duties thereof. 

 


             
1.2         Incorporated Definitions.
Capitalized terms used in this Agreement and not otherwise defined herein shall
have the meanings set forth in the Purchase Agreement. 

2.          REGISTRATION.

             
2.1         Initial Registration
Statement. Promptly following the closing of the Purchase Agreement
dated as of June 30, 2007, among the Corporation, AP Systems, Inc., Trustcash,
LLC and the owners of Trustcash, LLC. (the "Closing Date"), the
Corporation shall use its reasonable best efforts to cause to be filed no later
than one hundred and eighty (180) days after the Closing Date and declared
effective as soon as reasonably practicable (but in no event later than the
earlier of two hundred and seventy (270) days after the Closing Date or 30 days
after the SEC issues a no review letter) a registration statement under the 
Securities Act of 1933 and the rules promulgated thereunder (the "1933
Act"), covering the resale of the Registrable Securities in an amount equal
to the number of shares of Common Stock issued to the Investors on the Closing
Date plus the number of shares of Common Stock necessary to permit the exercise
in full of the Penalty Warrants outstanding or issuable on the date of filing.
At the time the Registration Statement is declared effective, the Registration
Statement shall include all shares of Common Stock exercisable under all Penalty
Warrants outstanding or issuable at such time, if any. Such Registration
Statement also shall cover, to the extent allowable under the 1933 Act
(including Rule 416), such indeterminate number of additional shares of Common
Stock resulting from stock splits, stock dividends or similar transactions with
respect to the Registrable Securities. No securities held by a third party shall
be included in such Registration Statement without the consent of each Investor.
The Registration Statement (and each amendment or supplement thereto, and each
request for acceleration of effectiveness thereof) shall be provided in
accordance with Section 3(c) hereof to the Investors and their counsel prior to
its filing or other submission. If a Registration Statement covering the
Registrable Securities is not declared effective by the SEC within two hundred
and seventy (270) days of the Closing Date (the "Registration Date"),
except as excused pursuant to Section 2(d) below, for each 30-day period (or pro
rata for any portion thereof) following the Registration Date during which no
Registration Statement is declared effective with respect to the Registrable
Securities, the Corporation will issue Penalty Warrants as set forth in Section
8 below in respect of any Registrable Shares still held by each Investor;
provided, however, that no Penalty Warrants shall be issuable to any Investor
who no longer holds Registrable Securities at the time any Penalty Warrants are
to be issued.



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           2.2 
        Piggyback Registration.



	Except as set forth in Section 2.2(b), as, if and when the Corporation
 proposes to register any Common Stock under the Securities Act for sale to the
 public, on a form that would also permit the registration of the Registrable
 Securities (other than registrations on Form S-8, or any successor form, or
 Form S-4, or any successor form) (an "Eligible Registration"),
 each such time it will give written notice to the Investors of its intention so
 to do. Upon the written request of an Investor received by the Corporation
 within 20 days after the giving of any such notice by the Corporation, to
 register such number of shares of Registrable Securities held by such Investor
 specified in such written request, the Corporation will cause the Registrable
 Securities as to which registration shall have been so requested to be included
 in the securities to be covered by the registration statement proposed to be
 filed by the Corporation with respect to such Eligible Registration, all to the
 extent requisite to permit the sale or other disposition by such Investor (in
 accordance with its written request) of such Registrable Securities so
 registered. 

 

 
	Notwithstanding the foregoing, an Eligible Registration may occur only
 during the one year period following the closing of the Purchase Agreement. No
 Eligible Registration shall occur except at the times allowed pursuant to this
 Section 2.2(b).


             
2.3         Registration Statement Form.
Registrations pursuant to Section 2.1 and 2.2 shall be on such appropriate
registration form of the SEC as shall be selected by the Corporation.

             
2.4         Expenses. Except as
otherwise provided in this Section 2.4, all expenses incurred in connection with
each registration pursuant to Section 2.1 and 2.2 hereof (excluding in each case
underwriting discounts and commissions applicable to Registrable Securities)
shall be borne by the Corporation, including, without limitation, in each case,
all registration, filing and other fees of the securities exchange; all fees and
expenses of complying with securities or blue sky laws; all word processing,
duplicating and printing expenses, messenger, delivery and shipping expenses;
fees and disbursements of the accountants and counsel for the Corporation
including the expenses of any special audits or "cold comfort" letters or
opinions required by or incident to such registrations; and any fees and
disbursements of underwriters customarily paid by issuers or sellers of
securities, but excluding underwriting discounts and commissions, if any. In all
cases, the Investors shall pay the underwriting discounts and commissions
applicable to the Registrable Securities sold by the Investors.

             
2.4         Effective Registration
Statement. The Corporation shall use its best efforts to have each
Registration Statement declared effective as soon as practicable. If (A) a
Registration Statement covering Registrable Securities is not declared effective
by the SEC within thirty (30) days after receiving a no review status from the
SEC, (B) after a Registration Statement has been declared effective by the SEC,
sales cannot be made pursuant to such Registration Statement during the
Registration Period (as defined in Section 3(a)) due to the Corporation's
failure to use reasonable efforts to ensure that sales can be made pursuant to
the Registration Statement, or (C) the Common Stock generally or the Registrable
Securities specifically are not listed or included for quotation on the Nasdaq
National Market System, the Nasdaq Small Cap Market, the American Stock Exchange
or the OTC Bulletin Board during the Registration Period due to the
Corporation's failure to use reasonable efforts to maintain such listing, then
the Corporation will issue Penalty Warrants as set forth in Section 8 below in
respect of any Registrable Shares still held by such Investor for any 30-day
period or pro rata for any portion thereof following the date by which such a
Registration Statement should have been effective as described in (A) or (B) or
(C) above (the "Blackout Period"). The issuance of such Penalty
Warrants shall be the Investors' exclusive remedy for such events. The Blackout
Period shall terminate upon (x) the Corporation's use of reasonable efforts to
ensure the effectiveness of the applicable Registration Statement in the case of
(A) and (B) above; (y) the Corporation's use of reasonable efforts to ensure
listing or inclusion of the Common Stock on the Nasdaq National Market System,
the Nasdaq Small Cap Market, the American Stock Exchange or the OTC Bulletin
Board in the case of (C) above; or (z) the termination of the Registration
Period (as defined in Section 3(b) below). The obligation of the Corporation to
issue Penalty Warrants hereunder shall cease when an Investor no longer holds
Registrable Securities.



             
2.5         Selection of Underwriters.
If a registration pursuant to Section 2.1 or 2.2 hereof involves an underwritten
offering, the underwriter or underwriters thereof shall be selected by the
Corporation in its sole discretion.

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3.           REGISTRATION
PROCEDURES.

             
3.1         Procedures. The
Corporation will, subject to the limitations provided herein, as expeditiously
as possible:

	use its best efforts to cause such Registration Statement to become
 effective and to remain continuously effective for a period that will terminate
 upon the earlier of (i) the date on which all Registrable Securities, covered
 by such Registration Statement, as amended from time to time, have been sold,
 or (ii) the date on which all Registrable Securities may be sold pursuant to
 Rule 144(k) (the "Registration Period"); 

 
	prepare and file with the SEC the requisite registration statement to
 effect such registration, and thereafter, use reasonable efforts to cause such
 registration statement to become effective; provided that before filing a
 registration statement or prospectus or any amendments or supplements thereto,
 including documents incorporated by reference, the Corporation will furnish to
 counsel to the Investors and the managing underwriter or underwriters, if any,
 draft copies of all such documents proposed to be filed (other than exhibits,
 unless so requested) a reasonable time prior thereto, which documents will be
 subject to the reasonable review of such counsel and such Investors and
 underwriters, and will notify each Investor of any stop order issued by the SEC
 in connection therewith and take all reasonable actions required to remove such
 stop order;

 

 
	prepare and file with the SEC such amendments and supplements to such
 registration statement and the prospectus used in connection therewith as may
 be reasonably necessary to keep such registration statement effective and to
 comply with the provisions of the Securities Act with respect to the
 disposition of all securities covered by such registration statement until such
 time as all of such securities have been disposed of in accordance with the
 intended methods of disposition by the seller or sellers thereof set forth in
 such registration statement; provided however that the Corporation may, at any
 time, delay the filing or suspend the effectiveness of any registration under
 this Agreement, or without suspending such effectiveness, instruct the
 Investors not to sell any Registrable Securities included in any such
 registration, (i) if the Corporation shall have determined upon the advice of
 counsel that the Corporation would be required to disclose any actions taken or
 proposed to be taken by the Corporation in good faith and for valid business
 reasons, including without limitation, the acquisition or divestiture of
 assets, which disclosure would have a material adverse effect on the
 Corporation or on such actions, or (ii) if required by law, to update the
 prospectus relating to any such registration to include updated financial
 statements (a "Suspension Period") by providing the Investors
 with written notice of such Suspension Period and the reasons therefore;
 provided, however, that the Corporation will not be required to disclose such
 reasons with particularity if an authorized executive officer of the
 Corporation certifies that the Corporation believes it is required by law to
 delay the filing or suspend the effectiveness of any such registration. In
 addition, the Corporation shall not be required to keep any registration
 effective, or may without suspending such effectiveness, instruct the Investors
 if it has Registrable Securities included in such registration not to sell such
 Securities, during any period which the Corporation is instructed, directed,
 ordered or otherwise requested by any governmental agency or self-regulatory
 organization to stop or suspend such trading or sales ("Supplemental
 Extension Period"). In the event of a Suspension Period or Supplemental
 Extension Period, the period during which any registration under this Agreement
 is to remain effective pursuant to this Section 3.1(a) shall be tolled until
 the end of any such Suspension Period or Supplemental Extension Period. The
 Corporation will use reasonable efforts to limit any Suspension Period or
 Supplemental Extension Period to less than 30 days;

 

 
	furnish to the Investors and Brennecke such number of conformed copies of
 such registration statement and of each such amendment and supplement thereto
 (in each case including all exhibits), such number of copies of the prospectus
 contained in such registration statement (including each preliminary prospectus
 and any summary prospectus) and any other prospectus filed under Rule 424 under
 the Securities Act, and such other documents, as they may reasonably request;

 

 
	use its reasonable efforts to register or qualify all Registrable
 Securities under such other securities or blue sky laws of such jurisdictions
 in the United States of America as each seller thereof shall reasonably 

 
  
  	4


  

 

 

 request and to keep such registration or qualification in effect for so long as
 such registration statement remains in effect, and take any other action which
 may be reasonably necessary or advisable to enable such seller to consummate
 the disposition in such jurisdictions of the securities owned by such seller,
 except that the Corporation shall not for any such purpose be required to
 qualify generally to do business as a foreign corporation in any jurisdiction
 wherein it would not but for the requirements of this Section 3.1(d) be
 obligated to be so qualified or to consent to general service of process in any
 such jurisdiction.

 

 

	use its reasonable efforts to cause all Registrable Securities covered by
 such registration statement to be registered with or approved by such other
 United States Federal or state governmental agencies or authorities as may be
 necessary to enable the Investors to consummate the disposition of such
 Registrable Securities;

 

 
	notify in writing Brennecke and the Investors, if their respective
 Registrable Securities are covered by such registration statement, at any time
 when a prospectus relating thereto is required to be delivered under the
 Securities Act, upon discovery that, or upon the happening of any event as a
 result of which the prospectus included in such registration statement, as then
 in effect, includes an untrue statement of a material fact or omits to state
 any material fact required to be stated therein or necessary to make the
 statements therein not misleading in the light of the circumstances under which
 they were made, and at the request of the Investors prepare and furnish to the
 Investors a reasonable number of copies of a supplement to or an amendment of
 such prospectus as may be necessary so that, as thereafter delivered to the
 purchasers of such securities, such prospectus shall not include an untrue
 statement of a material fact or omit to state a material fact required to be
 stated therein or necessary to make the statements therein not misleading in
 the light of the circumstances under which they were made.

 

 
	otherwise use reasonable efforts to comply with all applicable rules and
 regulations of the SEC and make available to its security holders, as soon as
 reasonably practicable, an earnings statement covering the period of at least
 twelve months beginning with the first full calendar month after the effective
 date of such registration statement, which earnings statement shall satisfy the
 provisions of Section 11(a) of the Securities Act;

 

 
	provide and cause to be maintained a transfer agent for all Registrable
 Securities covered by such registration statement from and after a date not
 later than the effective date of such registration statement; and

 

 
	use its reasonable efforts to list all Registrable Securities covered by
 such registration statement on any securities exchange on which any of the
 Common Stock is then listed.


             
3.2         Information Requirements.
It shall be a condition precedent to the obligations of the Corporation to take
any action with respect to registering the Registrable Securities pursuant to
this Section 3 that each of Brennecke and the Investors furnish the Corporation
in writing such information regarding themselves, the Registrable Securities and
other securities of the Corporation held by them, and the distribution of such
securities as the Corporation may from time to time reasonably request in
writing. If Brennecke or an Investor refuses to provide the Corporation with any
of such information on the grounds that it is not necessary to include such
information in the registration statement, the Corporation may exclude its
Registrable Securities from the registration statement unless it provides the
Corporation with an opinion of counsel, which opinion and counsel shall be
reasonably satisfactory to the Corporation and its counsel, to the effect that
such information need not be included in the registration statement.

Each Investor and Brennecke agrees by acquisition of such Registrable
Securities that upon receipt of any notice from the Corporation of the happening
of any event of the kind described in Section 3.1(j), it will forthwith
discontinue its disposition of Registrable Securities pursuant to the
registration statement relating to such Registrable Securities until its receipt
of the copies of the supplemented or amended prospectus contemplated by Section
3.1(j) and, if so directed by the Corporation, will deliver to the Corporation
copies, other than permanent file copies then in its possession, of the current
prospectus relating to such Registrable Securities at the time of receipt of
such notice.

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4.           UNDERWRITTEN
OFFERINGS.

             
If requested by the underwriters for any underwritten offering of Registrable
Securities pursuant to a registration under Section 2 hereof, the Corporation
and Investor will enter into an underwriting agreement with such underwriters
for such offering, such agreement to be satisfactory in substance and form to
the Corporation and the underwriters and to contain such representations and
warranties by the Corporation and the Investor and such other terms as are
generally prevailing in agreements of this type, including, without limitation,
indemnities to the effect and to the extent provided in Section 6 hereof. 

5.           PREPARATION;
REASONABLE INVESTIGATION.

             
In connection with the preparation and filing of each registration statement
under the Securities Act in connection with an Eligible Registration, the
Corporation will give the Investors and their respective agents and advisors and
the underwriters, if any, the reasonable opportunity to participate in the
preparation of such registration statement, each prospectus included therein or
filed with the SEC, and each amendment thereof or supplement thereto, and will
give each of them such access to its books and records and such opportunities to
discuss the business of the Corporation with its officers and the independent
public accountants who have certified its financial statements as shall be
necessary, in the option of the Investors' counsel, to conduct a reasonable
investigation within the meaning of the Securities Act. Subject to the rights
and obligations of the Corporation under the Securities Act and other applicable
laws, the Investors shall have the right to review and approve those portions of
such registration statement that directly pertain to the Investors.

6. INDEMNIFICATION


             
6.1         Indemnification by the
Corporation. In the event any Registrable Securities are included in a
registration statement under this Agreement, to the extent permitted by law, the
Corporation will, and hereby does, indemnify and hold harmless Brennecke and
each Investor, its respective directors and officers, each other Person who
participates as an underwriter in the offering or sale of such Securities and
each other Person, if any, who controls Brennecke and each Investor or any such
underwriter within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which Brennecke and each
Investor or any such director or officer or underwriter or controlling person
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any registration statement under which such securities were registered under the
Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
the Corporation will reimburse Brennecke and each Investor and each such
director, officer, underwriter and controlling person for any legal or any other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, liability, action or proceeding; provided that
the Corporation shall not be liable in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
any such preliminary prospectus, final prospectus, summary prospectus, amendment
or supplement in reliance upon and in conformity with information furnished to
the Corporation by Brennecke or any Investor, and provided further that the
Corporation shall not be liable to any Person who participates as an underwriter
in the offering or sale of Registrable Securities or any other Person, if any,
who controls such underwriter within the meaning of the Securities Act, in any
such case to the extent that any such loss, claim, damage, liability (or action
or proceeding in respect thereof) or expense arises out of such Person's failure
to send or give a copy of the final prospectus, as the same may be then
supplemented or amended to the Person asserting an untrue statement or alleged
untrue statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such
statement or omission was corrected in such final prospectus and such delivery
would have mitigated liability. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Investors or
any such director, officer, underwriter or controlling person and shall survive
the transfer of such Securities by such seller.

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6.2         Indemnification by
Brennecke and the Investors. In the event any Registrable Securities are
included in a registration statement under this Agreement, to the extent
permitted by law, each Investor and Brennecke whose Registrable Securities are
registered pursuant to such registration statement will, and hereby does
indemnify and hold harmless (in the same manner and to the same extent as set
forth in Section 6.1) the other sellers of Registrable Securities included in
such registration statement, each underwriter, each Person who controls such
underwriter within the meaning of the Securities Act, the Corporation, each
director of the Corporation, each officer of the Corporation and each other
Person, if any, who controls the Corporation within the meaning of the
Securities Act, with respect to any statement or alleged statement in or
omission or alleged omission from such registration statement, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, if such statement or alleged statement or
omission or alleged omission was made in reliance upon and in strict conformity
with information furnished to the Corporation by such Investor or Brennecke
expressly for use in the preparation of such registration statement, preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement;
provided that the Investor and Brennecke shall not be liable to any Person who
participates as an underwriter in the offering or sale of Registrable Securities
or any other Person, if any, who controls such underwriter within the meaning of
the Securities Act, in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of such Person's failure to send or give a copy of the final prospectus, as
the same may be then supplemented or amended, to the Person asserting an untrue
statement or alleged untrue statement or omission or alleged omission at or
prior to the written confirmation of the sale of Registrable Securities to such
Person if such statement or omission was corrected in such final prospectus.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of any underwriter, the Corporation or any
such director, officer or controlling Person and shall survive the transfer of
such Securities by such seller.

             
6.3         Notices of Claims,
Participation in Defense. Promptly after receipt by an indemnified party
of notice of the commencement of any action or proceeding involving a claim
referred to in Sections 6.1 and 6.2, such indemnified party will, if a claim in
respect thereof is to be made against an indemnifying party, give written notice
to the latter of the commencement of such action; provided that the failure of
any indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding subdivisions of this
Section 6, except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. In case any such action is brought
against an indemnified party, unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties may exist in respect of such claim, the indemnifying party shall be
entitled to participate in and to assume the defense thereof, jointly with any
other indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party; and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement, which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation. No indemnified party shall
consent to entry of any judgment or enter into any settlement without the
consent of the indemnifying party.

             
6.4         Other Indemnification.
Indemnification similar to that specified in the preceding subdivisions of this
Section 6 (with appropriate modifications) shall be given by the Corporation and
the Investors with respect to any required registration or other qualification
of securities under any Federal or state law or regulation of any governmental
authority other than the Securities Act.

             
6.5         Indemnification Payments.
The indemnification required by this Section 6 shall be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or expense, loss, damage or liability is
incurred.

             
6.6         Contribution. If
the indemnification provided for in this Section 6 from the indemnifying party
is unavailable to an indemnified party hereunder in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and
indemnified 

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parties in connection with the actions which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and indemnified
parties shall be determined by reference to, among other things, whether any
action in question, including any untrue statement of material fact or omission
or alleged omission to state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or indemnified parties, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in
Section 6.3 hereof, any legal or other fees or expenses reasonably incurred by
such party in connection with any investigation or proceeding.

                
The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 6.6 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 6.6, no underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.

                
If indemnification is available under this Section 6, the indemnifying parties
shall indemnify each indemnified party to the full extent provided in Section
6.1 through Section 6.5 hereof without regard to the relative fault of said
indemnifying party or indemnified party or any other equitable consideration
provided for in this Section 6.6.

7.              
REPORTING REQUIREMENTS UNDER EXCHANGE ACT.

                 
If and when the Corporation registers the Common Stock under the Exchange Act,
thereafter the Corporation shall use its reasonable efforts to keep effective
the registration of its Common Stock under Section 12 of the Exchange Act and
shall timely file such information, documents and reports as the SEC may require
or prescribe under Section 13 of the Exchange Act. The Corporation shall timely
file such information, documents and reports which a corporation, partnership or
other entity subject to Section 13 or 15(d) (whichever is applicable) of the
Exchange Act is required to file.

                  
If the Corporation is subject to the reporting requirements of either Section 13
or 15(d) of the Exchange Act, the Corporation shall forthwith upon request
furnish the Investors with (i) a written statement by the Corporation that it
has complied with such reporting requirements, (ii) a copy of the most recent
annual or quarterly report of the Corporation, and (iii) such other reports and
documents filed by the Corporation with the SEC as the Investors may reasonably
request in availing themselves of an exemption for the sale of Registrable
Securities without registration under the Securities Act. The Corporation
acknowledges and agrees that the purpose of the requirements contained in this
Section 7 are to enable the Investors to comply with the current public
information requirement contained in Paragraph (c) of Rule 144 under the
Securities Act should the Investors ever wish to dispose of any of the
Registrable Securities without registration under the Securities Act in reliance
upon Rule 144 (or any other similar exemptive provision). In addition, the
Corporation shall take such other measures and file such other information,
documents and reports, as shall hereafter be required by the SEC as a condition
to the availability of Rule 144 under the Securities Act (or any similar
exemptive provision hereafter in effect).

8.                
FAILURE TO EFFECT REGISTRATION.

                   
If the Corporation shall fail to use reasonable efforts to obtain or maintain
the effectiveness thereof or maintain the listing of the Common Stock (as
described in Section 2.2) within the time periods described in Section 2.4,
then, with respect to each 30-day period (or pro rata for any portion thereof)
after such date for which such Registration Statement contemplated thereby shall
not have been made effective, the Corporation will issue to each Investor
warrants to purchase Common Stock equal to one half of one percent (.5%) of the
number of Registrable Securities owned by such Investor (the "Penalty
Warrants"), such warrants having the terms and conditions substantially as
set forth in the Form of Warrant attached hereto as Schedule A. The Corporation
shall issue and 

8



deliver to the Investors any Penalty Warrants within 10 days after the end of
each such 30-day period (or portion thereof).

9.           STOCKHOLDER
INFORMATION.

             
The Corporation may require the Investors to furnish the Corporation such
information in writing with respect to the Investors and the distribution of
their respective Registrable Securities as the Corporation may from time to time
reasonably request in writing and as shall be required by law or by the SEC in
connection therewith.

10.          FORMS.

             
All references in this Agreement to particular forms of registration statements
are intended to include, and shall be deemed to include, references to all
successor forms which are intended to replace, or to apply to similar
transactions as, the forms herein referenced.

11.         TRANSFER OF REGISTRATION RIGHTS.

             
The registration rights granted to the Investors under this Agreement may not be
transferred without the prior written consent of the Corporation, which may be
withheld or granted in the Corporation's sole discretion.

12.         AMENDMENT.

             
This Agreement may be amended only by a written agreement signed by the
Corporation and the Investors.

13.       NOTICES.

             All
notices, requests, consents and other communications required or permitted
hereunder shall be in writing and shall be delivered, or mailed first-class
postage prepaid, registered or certified mail,

	If to Brennecke or an Investor, at its respective address as shown on the
 books of the Corporation, or at such other address as Brennecke or such
 Investor may specify by written notice to the Corporation, or
	If to the Corporation: Trustcash Holdings, Inc., 400 Park Avenue, Suite
 1420, New York, NY 10022, Attention: Gregory Moss, President; or at such other
 address as the Corporation may specify by written notice to Brennecke and the
 Investors, 


and such notices and other communications shall for all purposes of this
Agreement be treated as being effective or having been given if delivered
personally, or, if sent by mail, when received.

14.        COUNTERPARTS.

             
This Agreement may be executed concurrently in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

15. CHOICE OF LAW.

THIS AGREEMENT 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. EACH PARTY AGREES THAT ALL LEGAL PROCEEDINGS CONCERNING THE
INTERPRETATIONS, ENFORCEMENT AND DEFENCE OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT (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 THE MANHATTAN COUNTY OF NEW
YORK (THE "NEW YORK COURTS"). EACH PARTY HERETO HEREBY IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE NEW YORK COURTS FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION. 

9



CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE
ENFORCEMENT OF ANY TERM OF THE AGREEMENT), AND HEREBY IRREVOCABLY WAIVES, AND
AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR SUCH NEW YORK
COURTS ARE IMPROPER OR AN INCONVENIENT VENUE FOR SUCH PROCEEDING.

16.              
SEVERABILITY.

                   
Should any one or more of the provisions of this Agreement or any agreement
entered into pursuant to this Agreement be determined to be illegal or
unenforceable, all other provisions of this Agreement and of each other
agreement entered into pursuant to this Agreement, shall be given effect
separately from the provision or provisions determined to be illegal or
unenforceable and shall not be affected thereby.


CONTINUED ON NEXT PAGE...


 

 

 

 

10



17.              
WHOLE AGREEMENT.

                    
This Agreement constitutes the complete agreement and understanding by and among
the parties hereto and shall supersede any prior understanding, agreement or
representation by or among the parties, whether written or oral, related to the
subject matter hereof.



                    
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives effective the day and year first above
written.


TRUSTCASH HOLDINGS, INC.








By:   /s/ Kent Carasquero, President

Kent Carasquero, President  

 

 


INVESTORS:



 
 	LUDWIG HOLDINGS LIMITED	 	 
	 

           
   _______________________________	 	 
	

   By: 

   

           
   _______________________________	 	 
	           
   Print Name & Title	 	 
	 	 	 


 



 



 
 	BRENNECKE PARTNERS LLC

   _______________________________

   By:

    

         
   ___________________________

	         
   Print Name & Title


 






 

 


11



SCHEDULE A



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. 

SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BECOME
VOID AFTER 5:00 P.M. EASTERN TIME ON ___________, 200__ ("EXPIRATION DATE"). 


TRUSTCASH HOLDINGS, INC. 

WARRANT TO PURCHASE ______ SHARES OF 

COMMON STOCK, $0.001 PAR VALUE PER SHARE ("COMMON STOCK") 





Series One

Warrant Certificate No. W 2007-06-0000 


Number of Warrants: _____________                                                                                                                                              
Holder: ____________________



Expiration Date: ____________, 200__                                                                                                                                               
Address: ___________________

                                                                                                                                                                                                                                       
___________________

                                                                                                                                                                                                                                       
___________________  

                                                                                                                                                                                                                                                                                  
Exercise Price Per Share: US $ ________ 

For identification only. The governing terms of this Warrant are set forth
below.


__________________________________________________________________________________________________________________________




For VALUE RECEIVED, _____________________ ("Warrantholder"), is
entitled to purchase, subject to the provisions of this Warrant, from Trustcash
Holdings, Inc., a Delaware corporation ("Corporation"), at any time not
later than 5:00 P.M., Eastern time, on ___________, 200__ (the "Expiration
Date"), at an exercise price per share equal to $______ (the exercise price
in effect being herein called the "Warrant Price"), _________ shares ("Warrant
Shares") 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. 


Section 1. Registration. 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. 


Section 2. Transfers. As provided herein, this Warrant may be transferred
only pursuant to a registration statement filed under the Securities Act of
1933, as amended ("Securities Act") 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. 


Section 3. Exercise of Warrant. 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 "Exercise Agreement")
and payment by cash, certified check or 

12



wire transfer of funds (or by cashless exercise as provided below) 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) business 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. 

Each exercise hereof shall constitute the representation and warranty of the
Warrantholder to the Corporation that the representations and warranties
contained in Article 5 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. 


Section 4. Compliance with the Securities Act of 1933. 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. 


Section 5. Payment of Taxes. 

	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. 

 
	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. 



Section 6. Mutilated or Missing Warrants. 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. 


Section 7. Reservation of Common Stock. 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 

13



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. 


Section 8. Adjustments. 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, of which at or just prior to the date of this
Warrant ________ shares of Common Stock will be issued and outstanding on a
fully-diluted basis after certain adjustments, and 50,000,000 shares of
authorized Preferred Stock with a par value $0.001 per share, of which at the
time of closing no shares of Parent Preferred Stock will be issued and
outstanding, excluding _________ 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 ____, 2007, among the Corporation, its wholly-owned
subsidiary, APS Systems, Inc. ("Sub"), Trustcash LLC ( "Trustcash"),
and other parties named therein (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. 

	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. 

 
	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.
 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 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 

 14

 

 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 "Valuation Date") 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 issued prior to the date hereof or 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. 

 

	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. 

 
	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. 

 
	
 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) 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 

 

 
  
  	15


  

 

 

 business appraiser selected by the Board of Directors of the Corporation. The
 decision of such appraiser shall be final and conclusive, and the cost of such
 appraiser shall be borne evenly by the Corporation. An "Excluded Issuance"
 shall mean each of items (A), (B) (C) and (D) above. 




Section 9. Fractional Interest. 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). 


Section 10. Extension of Expiration Date. 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 "Registration Rights Agreement") 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(c) 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. 


Section 11. Benefits. 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. 


Section 12. Identity of Transfer Agent. 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. 


Section 13. Registration Rights. 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. 


Section 14. Notices to Warrantholder. 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. 


Section 15. Notices. 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: 





	
  Trustcash Holdings, Inc.

	
  400 Park Avenue, Suite 1420

  New York, NY 10022

	
  Attention: Gregory Moss

	
  Fax No. (212) __________

	 






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 15.


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 15. All such notices, requests, demands, directions
and other 

 


 
 	16


 



communications shall, when sent by courier be effective one (1) day after
delivery to such courier as provided and addressed as aforesaid. 


Section 16. Successors. 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. 


Section 17. Governing Law. 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 Palm Beach County Florida (the "Florida Courts"). By
accepting the Warrant, the Warrant Holder and any other holder shall be deemed
to have irrevocably submitted to the exclusive jurisdiction of the Florida
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 Florida 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. 


Section 18. Amendments and Waivers. This Warrant may be amended only by a
writing signed by the Corporation and the Warrantholder. 



IN WITNESS WHEREOF, Trustcash Holdings, Inc. has caused this Warrant to be duly
executed, as of the day and year first above written. 


TRUSTCASH HOLDINGS, INC.








By:   

             
______________, President  

 

 

17



SCHEDULE A

APPENDIX A 

Trustcash Holdings,
Inc. 

WARRANT EXERCISE FORM 


To: Trustcash Holdings, Inc. 

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 ("Warrant Shares") provided for therein,
and requests that certificates for the Warrant Shares be issued as follows: 



_______________________________________________________________________________________

Name 


_________________________________________

Address 


_________________________________________

Address 


_________________________________________

Federal Tax ID or Social Security No. 


and delivered by 

|_| certified mail to the above address, or 

|_| electronically (provide DWAC Instructions:_______________), or 

|_| other (specify: _______________________________). 

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. 

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. 





	
  Dated: ___________________, ____Note: The signature must
  correspond with                                      
  Signature:_______________________________________

  the name of the registered holder as 

  written on the first page of the Warrant

  in every particular, without alteration

  or enlargement or any change whatever,

  unless the Warrant has been assigned.                                            
  Name (please print):_______________________________

                                                                       
      Address____________________________________

                                                                                          
      ____________________________________

     
    
   
                                                                                       
      ____________________________________

                                                                                   
      Federal Identification or

                                                                                   
      Social Security No.: _____________________

     
    
   
  
  
	 






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APPENDIX "B" 

Net Issue Election Notice 


To: Trustcash Holdings, Inc. 

Date:_________________________ 

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.






	
   Signature:___________________________________

  By:       _____________________

  Title:    _____________________

  Address: _________________________________

                
  _________________________________

                
  _________________________________

                
  _________________________________

    Tel:     
  ________________________________

   Fax.:     
  ________________________________
	
  Registration Instructions: 

  ___________________________________

  Name for Registration

  Address: ____________________________

                
  ____________________________

                 
  ____________________________

     Tel:     
  ____________________________ 

    Fax.:      
  ____________________________







 

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