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                                                                     EXHIBIT 4.3
                         VISUAL MANAGEMENT SYSTEMS, INC.
Warrant No. PA-1

                        WARRANT TO PURCHASE COMMON STOCK


                       VOID AFTER 5:00 P.M., EASTERN TIME,
                             ON THE EXPIRATION DATE

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND
MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT
COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OR WITHOUT DELIVERING AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

        FOR VALUE RECEIVED, VISUAL MANAGEMENT SYSTEMS, INC., a Nevada
corporation (the "Company"), hereby agrees to sell upon the terms and on the
conditions hereinafter set forth, at any time commencing on the date hereof but
no later than 5:00 p.m., Eastern Time, on July 17, 2012 (the "Expiration Date")
to Brookshire Securities Corporation, or registered assigns (the "Holder"),
under the terms as hereinafter set forth, _______ (______) fully paid and
non-assessable shares of the Company's Common Stock (the "Warrant Stock"), at a
purchase price per share of $1.75 (the "Warrant Price"), pursuant to this
warrant (this "Warrant"). The number of shares of Warrant Stock to be so issued
and the Warrant Price are subject to adjustment in certain events as hereinafter
set forth. The term "Common Stock" shall mean, when used herein, unless the
context otherwise requires, the stock and other securities and property at the
time receivable upon the exercise of this Warrant.

        This Warrant is one of a series of the Company's Warrants to purchase
Common Stock (collectively, the "Warrants"), issued pursuant to the Placement
Agreement dated as of February 13, 2007 among Visual Management Systems Holding,
Inc., the Company and Brookshire Securities Corporation pertaining to the
Company's offering (the "Offering") of Units consisting of shares of Series A
Preferred Stock and Warrants.

1.      EXERCISE OF WARRANT.

        (a)     The Holder may exercise this Warrant according to its terms by
                surrendering to the Company at the address set forth in Section
                10, this Warrant and the election to purchase form attached
                hereto having then been duly executed by the Holder, accompanied
                by cash, certified check or bank draft in payment of the
                purchase price, in lawful money of the United States of America,
                for the number of shares of the Warrant Stock specified in the
                subscription form, or as otherwise provided in this Warrant
                prior to 5:00 p.m., Eastern Time, on the Expiration Date.

                          Confidential and Proprietary

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        (b)     The Holder may alternatively exercise this Warrant according to
                its terms by surrendering this Warrant to the Company at the
                address set forth in Section 10, the notice of cashless exercise
                attached hereto having then been duly executed by the Holder, in
                which event the Company shall issue to the Holder the number of
                shares of Warrant Stock determined as follows:

                     X = & (A-B)/A

                     Where:

                     X = the number of shares of Warrant Stock to be issued to
                     the Holder.

                     Y = the number of shares of Warrant Stock with respect to
                     which this Warrant is being exercised.

                     A = the closing sale price of the Warrant Stock for the
                     trading day immediately prior to the date of exercise.

                     B = the Warrant Price.

        (c)     This Warrant may be exercised in whole or in part so long as any
                exercise in part hereof would not involve the issuance of
                fractional shares of Warrant Stock. If exercised in part, the
                Company shall deliver to the Holder a new Warrant, identical in
                form, in the name of the Holder, evidencing the right to
                purchase the number of shares of Warrant Stock as to which this
                Warrant has not been exercised, which new Warrant shall be
                signed by the Chairman, Chief Executive Officer or President of
                the Company. The term Warrant as used herein shall include any
                subsequent Warrant issued as provided herein.

        (d)     No fractional shares or scrip representing fractional shares
                shall be issued upon the exercise of this Warrant. The Company
                shall pay cash in lieu of fractions with respect to the Warrants
                based upon the fair market value of such fractional shares of
                Common Stock (which shall be the closing price of such shares on
                the exchange or market on which the Common Stock is then traded)
                at the time of exercise of this Warrant.

        (e)     In the event of any exercise of the rights represented by this
                Warrant, a certificate or certificates for the Warrant Stock so
                purchased, registered in the name of the Holder, shall be
                delivered to the Holder within a reasonable time after such
                rights shall have been so exercised. The person or entity in
                whose name any certificate for the Warrant Stock is issued upon
                exercise of the rights represented by this Warrant shall for all
                purposes be deemed to have become the holder of record of such
                shares immediately prior to the close of business on the date on
                which the Warrant was surrendered and payment of the Warrant
                Price and any applicable taxes was made, irrespective of the
                date of delivery of such certificate, except that, if the date
                of such surrender and payment is a date when the stock transfer
                books of the Company are closed, such person shall be deemed to
                have become the holder of such shares at the opening of business
                on the next succeeding date

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                on which the stock transfer books are open. Except as provided
                in Section 4 hereof, the Company shall pay any and all
                documentary stamp or similar issue or transfer taxes payable in
                respect of the issue or delivery of shares of Common Stock on
                exercise of this Warrant.

2.      DISPOSITION OF WARRANT STOCK AND WARRANT.

        (a)     The Holder hereby acknowledges that this Warrant and any Warrant
                Stock purchased pursuant hereto are not being registered (i)
                under the Act on the ground that the issuance of this Warrant is
                exempt from registration under Section 4(2) of the Act as not
                involving any public offering or (ii) under any applicable state
                securities law because the issuance of this Warrant does not
                involve any public offering; and that the Company's reliance on
                the Section 4(2) exemption of the Act and under applicable state
                securities laws is predicated in part on the representations
                hereby made to the Company by the Holder that it is acquiring
                this Warrant and will acquire the Warrant Stock for investment
                for its own account, with no present intention of dividing its
                participation with others or reselling or otherwise distributing
                the same, subject, nevertheless, to any requirement of law that
                the disposition of its property shall at all times be within its
                control.

                The Holder hereby agrees that it will not sell or transfer all
                or any part of this Warrant and/or Warrant Stock unless and
                until it shall first have given notice to the Company describing
                such sale or transfer and furnished to the Company either (i) an
                opinion, reasonably satisfactory to counsel for the Company, of
                counsel (skilled in securities matters, selected by the Holder
                and reasonably satisfactory to the Company) to the effect that
                the proposed sale or transfer may be made without registration
                under the Act and without registration or qualification under
                any state law, or (ii) an interpretative letter from the
                Securities and Exchange Commission to the effect that no
                enforcement action will be recommended if the proposed sale or
                transfer is made without registration under the Act.

        (b)     If, at the time of issuance of the shares issuable upon exercise
                of this Warrant, no registration statement is in effect with
                respect to such shares under applicable provisions of the Act,
                the Company may at its election require that the Holder provide
                the Company with written reconfirmation of the Holder's
                investment intent and that any stock certificate delivered to
                the Holder of a surrendered Warrant shall bear legends reading
                substantially as follows:

                "TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS
                SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE WARRANT
                PURSUANT TO WHICH THESE SHARES WERE PURCHASED FROM THE COMPANY.
                COPIES OF THOSE RESTRICTIONS ARE ON FILE AT THE PRINCIPAL
                OFFICES OF THE COMPANY, AND NO TRANSFER OF SUCH SHARES OR OF
                THIS CERTIFICATE, OR OF ANY SHARES OR OTHER SECURITIES (OR
                CERTIFICATES THEREFOR) ISSUED IN

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                EXCHANGE FOR OR IN RESPECT OF SUCH SHARES, SHALL BE EFFECTIVE
                UNLESS AND UNTIL THE TERMS AND CONDITIONS THEREIN SET FORTH
                SHALL HAVE BEEN COMPLIED WITH."

                "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE
                SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE
                ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
                SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO
                THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED
                UNDER SAID ACT."

        In addition, so long as the foregoing legend may remain on any stock
        certificate delivered to the Holder, the Company may maintain
        appropriate "stop transfer" orders with respect to such certificates and
        the shares represented thereby on its books and records and with those
        to whom it may delegate registrar and transfer functions.

3.      RESERVATION OF SHARES. The Company hereby agrees that at all times there
        shall be reserved for issuance upon the exercise of this Warrant such
        number of shares of its Common Stock as shall be required for issuance
        upon exercise of this Warrant. The Company further agrees that all
        shares which may be issued upon the exercise of the rights represented
        by this Warrant will be duly authorized and will, upon issuance and
        against payment of the exercise price, be validly issued, fully paid and
        non-assessable, free from all taxes, liens, charges and preemptive
        rights with respect to the issuance thereof, other than taxes, if any,
        in respect of any transfer occurring contemporaneously with such
        issuance and other than transfer restrictions imposed by federal and
        state securities laws.

4.      EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANT. This Warrant is
        exchangeable, without expense, at the option of the Holder, upon
        presentation and surrender hereof to the Company or at the office of its
        stock transfer agent, if any, for other Warrants of different
        denominations, entitling the Holder or Holders thereof to purchase in
        the aggregate the same number of shares of Common Stock purchasable
        hereunder. Upon surrender of this Warrant to the Company or at the
        office of its stock transfer agent, if any, with the Assignment Form
        annexed hereto duly executed and funds sufficient to pay any transfer
        tax, the Company shall, without charge, execute and deliver a new
        Warrant in the name of the assignee named in such instrument of
        assignment and this Warrant shall promptly be canceled. This Warrant may
        be divided or combined with other Warrants that carry the same rights
        upon presentation hereof at the office of the Company or at the office
        of its stock transfer agent, if any, together with a written notice
        specifying the names and denominations in which new Warrants are to be
        issued and signed by the Holder hereof.

5.      CAPITAL ADJUSTMENTS. This Warrant is subject to the following further
        provisions:

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        (a)     RECAPITALIZATION, RECLASSIFICATION AND SUCCESSION. If any
                recapitalization of the Company or reclassification of its
                Common Stock or any merger or consolidation of the Company into
                or with a corporation or other business entity, or the sale or
                transfer of all or substantially all of the Company's assets or
                of any successor corporation's assets to any other corporation
                or business entity (any such corporation or other business
                entity being included within the meaning of the term "successor
                corporation") shall be effected, at any time while this Warrant
                remains outstanding and unexpired, then, as a condition of such
                recapitalization, reclassification, merger, consolidation, sale
                or transfer, lawful and adequate provision shall be made whereby
                the Holder of this Warrant thereafter shall have the right to
                receive upon the exercise hereof as provided in Section 1 and in
                lieu of the shares of Common Stock immediately theretofore
                issuable upon the exercise of this Warrant, such shares of
                capital stock, securities or other property as may be issued or
                payable with respect to or in exchange for a number of
                outstanding shares of Common Stock equal to the number of shares
                of Common Stock immediately theretofore issuable upon the
                exercise of this Warrant had such recapitalization,
                reclassification, merger, consolidation, sale or transfer not
                taken place, and in each such case, the terms of this Warrant
                shall be applicable to the shares of stock or other securities
                or property receivable upon the exercise of this Warrant after
                such consummation.

        (b)     SUBDIVISION OR COMBINATION OF SHARES. If the Company at any time
                while this Warrant remains outstanding and unexpired shall
                subdivide or combine its Common Stock, the number of shares of
                Warrant Stock purchasable upon exercise of this Warrant and the
                Warrant Price shall be proportionately adjusted.

        (c)     STOCK DIVIDENDS AND DISTRIBUTIONS. If the Company at any time
                while this Warrant is outstanding and unexpired shall issue or
                pay the holders of its Common Stock, or take a record of the
                holders of its Common Stock for the purpose of entitling them to
                receive, a dividend payable in, or other distribution of, Common
                Stock, then the number of shares of Warrant Stock purchasable
                upon exercise of this Warrant shall be adjusted to the number of
                shares of Common Stock that Holder would have owned immediately
                following such action had this Warrant been exercised
                immediately prior thereto.

        (d)     ADJUSTMENT UPON ISSUANCE OF SHARES OF COMMON STOCK. If and
                whenever on or after the date of the issuance of this Warrant
                the Company issues or sells, or in accordance with this Section
                5 is deemed to have issued or sold, any shares of Common Stock
                (excluding any issuance otherwise covered by Section 5(a), 5(b)
                or 5(c) above or any issuance or deemed issuance described in
                Section 5(d)(v) below) for a consideration per share (the "New
                Securities Issuance Price") less than a price (the "Applicable
                Price") equal to the Warrant Price in effect immediately prior
                to such issue or sale or deemed issuance or sale (the foregoing
                a "Dilutive Issuance"), then immediately after such Dilutive
                Issuance, the Warrant Price then in effect shall be reduced to
                an amount equal to the New Securities Issuance Price. For
                purposes of determining the adjusted Warrant Price under this
                Section 5(d), the following shall be applicable:

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                (i)     ISSUANCE OF OPTIONS. If the Company in any manner grants
                        any rights, warrants or options (collectively,
                        "Options") to subscribe for or purchase (A) any shares
                        of Common Stock, or (B) or any securities convertible
                        into or exchangeable for shares of Common Stock
                        ("Convertible Securities") and the lowest price per
                        share for which one share of Common Stock is issuable
                        upon the exercise of any such Option or upon conversion
                        or exchange of any Convertible Securities issuable upon
                        exercise of any such Option is less than the Applicable
                        Price, then such share of Common Stock shall be deemed
                        to be outstanding and to have been issued and sold by
                        the Company at the time of the granting of such Option
                        for such price per share. For purposes of this Section
                        5(d)(i), the "lowest price per share for which one share
                        of Common Stock is issuable upon exercise of any such
                        Option or upon conversion or exchange of any such
                        Convertible Securities" shall be equal to the sum of the
                        lowest amounts of consideration (if any) received or
                        receivable by the Company with respect to any one share
                        of Common Stock upon the granting of the Option, upon
                        exercise of the Option and upon conversion or exchange
                        of any Convertible Security issuable upon exercise of
                        such Option. No further adjustment of the Warrant Price
                        shall be made upon the actual issuance of such shares of
                        Common Stock upon exercises of such Options upon
                        conversion or exchange of such Convertible Securities.

                (ii)    ISSUANCE OF CONVERTIBLE SECURITIES. If the Company in
                        any manner issues or sells any Convertible Securities
                        and the lowest price per share for which one share of
                        Common Stock is issuable upon the conversion or exchange
                        thereof is less than the Applicable Price, then such
                        shares of Common Stock shall be deemed to be outstanding
                        and to have been issued and sold by the Company at the
                        time of the issuance or sale of such Convertible
                        Securities for such price per share. For the purposes of
                        this Section 5(d)(ii), the "lowest price per share for
                        which one share of Common Stock is issuable upon the
                        conversion or exchange" shall be equal to the sum of the
                        lowest amounts of consideration (if any) received or
                        receivable by the Company with respect to any one share
                        of Common Stock upon the issuance or sale of the
                        Convertible Security and upon conversion or exchange of
                        such Convertible Security. No further adjustment of the
                        Warrant Price shall be made upon the actual issuance of
                        such shares of Common Stock upon conversion or exchange
                        of such Convertible Securities, and if any such issue or
                        sale of such Convertible Securities is made upon
                        exercise of any Options for which adjustment of this
                        Warrant has been or is to be made pursuant to other
                        provisions of this Section 5(d), no further adjustment
                        of the Warrant Price shall be made by reason of such
                        issue or sale.

                (iii)   CHANGE IN OPTION PRICE OR RATE OF CONVERSION;
                        EXPIRATION. If the purchase price provided for in any
                        Options, the additional consideration, if any, payable
                        upon the issue, conversion or exchange of any
                        Convertible Securities, or the rate at which any
                        Convertible Securities are convertible

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                        into or exchangeable for shares of Common Stock
                        increases or decreases at any time, the Warrant Price in
                        effect at the time of such increase or decrease shall be
                        adjusted to the Warrant Price which would have been in
                        effect at such time had such Options or Convertible
                        Securities provided for such increased or decreased
                        purchase price, additional consideration or increased or
                        decreased conversion rate, as the case may be, at the
                        time initially granted, issued or sold. For purposes of
                        this Section 5(d)(iii), if the terms of any Option or
                        Convertible Security that was outstanding as of the date
                        of issuance of this Warrant are increased or decreased
                        in the manner described in the immediate preceding
                        sentence, then such Option or Convertible Security and
                        the shares of Common Stock deemed issuable upon
                        exercise, conversion or exchange thereof shall be deemed
                        to have been issued as of the date of such increase or
                        decrease. Upon the expiration of any Option or the right
                        to convert or exchange any Convertible Security, the
                        issuance of which resulted in an adjustment of the
                        Warrant Price under this Section 5(d), or if any such
                        Option or Convertible Security ceases to be outstanding,
                        and such Option shall not have been exercised or such
                        Convertible Security shall not have been converted into
                        or exchanged for Common Stock, the Warrant Price shall
                        be recomputed to the price which it would have been (but
                        reflecting any other adjustments made pursuant to this
                        Section 5(d) upon the issuance of Common Stock, Options
                        or Convertible Securities) had the adjustment made by
                        reason of the issuance of such Option or Convertible
                        Security not been made.

                (iv)    CALCULATION OF CONSIDERATION RECEIVED. In case any
                        Option is issued in connection with the issue or sale of
                        other securities of the Company, together comprising one
                        integrated transaction in which no specific
                        consideration is allocated to such Options by the
                        parties thereto, the Options will be deemed to have been
                        issued for a consideration of $0.01. If any shares of
                        Common Stock, Options or Convertible Securities are
                        issued or sold or deemed to have been issued or sold for
                        cash, the consideration received therefore will be
                        deemed to be the gross amount received by the Company
                        therefore. If any shares of Common Stock, Options or
                        Convertible Securities are issued or sold for a
                        consideration other than cash, the amount of such
                        consideration received by the Company will be the fair
                        value of such consideration, except where such
                        consideration consists of securities, in which case the
                        amount of consideration received by the Company will be
                        the Market Price (as defined below) of such security on
                        the date of receipt. The fair value of any consideration
                        other than cash or securities will be determined in good
                        faith by the Company's Board of Directors. The term
                        "Market Price" shall mean the average of the closing
                        prices of such security's sales on the principal
                        securities exchanges on which such security may at the
                        time be listed, or, if there has been no sales on any
                        such exchange on any day, the average of the highest bid
                        and lowest asked prices on all such exchanges at the end
                        of such day, or, if on any day such security is not so
                        listed, the

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                        average of the representative bid and asked prices
                        quoted on the Nasdaq Stock Market as of 4:00 P.M., New
                        York time, or, if on any day such security is not quoted
                        on the Nasdaq Stock Market, the average of the highest
                        bid and lowest asked prices on such day in the domestic
                        over-the-counter market as reported by the National
                        Quotation Bureau, Incorporated, or any similar successor
                        organization, in each such case averaged over a period
                        of five days consisting of the day prior to the day as
                        of which Market Price is being determined and the four
                        consecutive business days prior to such day. If at any
                        time such security is not listed on any securities
                        exchange or quoted on the Nasdaq Stock Market or the
                        over-the-counter market, the Market Price shall be the
                        fair value thereof determined in good faith by the
                        Corporation's Board of Directors.

                (v)     NO ADJUSTMENT FOR CERTAIN ISSUANCES. No adjustments
                        shall be made under this Section 5(d) as a result of (a)
                        issuances of Common Stock upon the exercise of any
                        Options outstanding as of the date of the final closing
                        of the Offering (including Options issued by Visual
                        Management Systems Holdings, Inc. which become
                        exercisable for shares of Common Stock) or the Placement
                        Agent Warrants (as defined in the Memorandum) or upon
                        the conversion of any Convertible Securities (including
                        Convertible Securities issued by Visual Management
                        Systems, Holdings, Inc. which become convertible into
                        shares of Common Stock) outstanding as of the date of
                        the final closing of the Offering or (b) as a result of
                        issuances of Common Stock, Options or Convertible
                        Securities in acquisitions, mergers or strategic
                        alliances, or upon the exercise of any such Options or
                        conversion or exchange of any such Convertible
                        Securities.

        (e)     WARRANT PRICE ADJUSTMENT. Whenever the number of shares of
                Warrant Stock purchasable upon exercise of this Warrant is
                adjusted, as herein provided, the Warrant Price payable upon the
                exercise of this Warrant shall be adjusted to that price
                determined by multiplying the Warrant Price immediately prior to
                such adjustment by a fraction (i) the numerator of which shall
                be the number of shares of Warrant Stock purchasable upon
                exercise of this Warrant immediately prior to such adjustment,
                and (ii) the denominator of which shall be the number of shares
                of Warrant Stock purchasable upon exercise of this Warrant
                immediately thereafter.

        (f)     CERTAIN SHARES EXCLUDED. The number of shares of Common Stock
                outstanding at any given time for purposes of the adjustments
                set forth in this Section 5 shall exclude any shares then
                directly or indirectly held in the treasury of the Company.

        (g)     DEFERRAL AND CUMULATION OF DE MINIMIS ADJUSTMENTS. The Company
                shall not be required to make any adjustment pursuant to this
                Section 5 if the amount of such adjustment would be less than
                one percent (1%) of the Warrant Price in effect immediately
                before the event that would otherwise have given rise to such
                adjustment. In such case, however, any adjustment that would
                otherwise have been required to be made shall be made at the
                time of and together with the next

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                subsequent adjustment which, together with any adjustment or
                adjustments so carried forward, shall amount to not less than
                one percent (1%) of the Warrant Price in effect immediately
                before the event giving rise to such next subsequent adjustment.
                All calculations under this Section 5 shall be made to the
                nearest cent or to the nearest one-hundredth of a share, as the
                case may be, but in no event shall the Company be obligated to
                issue fractional shares of Common Stock or fractional portions
                of any securities upon the exercise of the Warrants.

        (h)     DURATION OF ADJUSTMENT. Following each computation or
                readjustment as provided in this Section 5, the new adjusted
                Warrant Price and number of shares of Warrant Stock purchasable
                upon exercise of this Warrant shall remain in effect until a
                further computation or readjustment thereof is required.

6.      NOTICE TO HOLDERS.

        (a)     NOTICE OF RECORD DATE. In case:

                (i)     the Company shall take a record of the holders of its
                        Common Stock (or other stock or securities at the time
                        receivable upon the exercise of this Warrant) for the
                        purpose of entitling them to receive any dividend (other
                        than a cash dividend payable out of earned surplus of
                        the Company) or other distribution, or any right to
                        subscribe for or purchase any shares of stock of any
                        class or any other securities, or to receive any other
                        right;

                (ii)    of any capital reorganization of the Company, any
                        reclassification of the capital stock of the Company,
                        any consolidation with or merger of the Company into
                        another corporation, or any conveyance of all or
                        substantially all of the assets of the Company to
                        another corporation; or

                (iii)   of any voluntary dissolution, liquidation or winding-up
                        of the Company;

        then, and in each such case, the Company will mail or cause to be mailed
        to the Holder hereof at the time outstanding a notice specifying, as the
        case may be, (i) the date on which a record is to be taken for the
        purpose of such dividend, distribution or right, and stating the amount
        and character of such dividend, distribution or right, or (ii) the date
        on which such reorganization, reclassification, consolidation, merger,
        conveyance, dissolution, liquidation or winding-up is to take place, and
        the time, if any, is to be fixed, as of which the holders of record of
        Common Stock (or such stock or securities at the time receivable upon
        the exercise of this Warrant) shall be entitled to exchange their shares
        of Common Stock (or such other stock or securities) for securities or
        other property deliverable upon such reorganization, reclassification,
        consolidation, merger, conveyance, dissolution or winding-up. Such
        notice shall be mailed at least twenty (20) calendar days prior to the
        record date therein specified, or if no record date shall have been
        specified therein, at least twenty (20) days prior to such specified
        date.

        (b)     CERTIFICATE OF ADJUSTMENT. Whenever any adjustment shall be made
                pursuant to Section 5 hereof, the Company shall promptly make
                available and have on file for inspection a certificate signed
                by its Chairman, Chief Executive Officer, President

                                       9
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                or Vice President, setting forth in reasonable detail the event
                requiring the adjustment, the amount of the adjustment, the
                method by which such adjustment was calculated and the Warrant
                Price and number of shares of Warrant Stock purchasable upon
                exercise of this Warrant after giving effect to such adjustment.

7.      LOSS, THEFT, DESTRUCTION OR MUTILATION. Upon receipt by the Company of
        evidence satisfactory to it, in the exercise of its reasonable
        discretion, of the ownership and the loss, theft, destruction or
        mutilation of this Warrant and, in the case of loss, theft or
        destruction, of indemnity reasonably satisfactory to the Company and, in
        the case of mutilation, upon surrender and cancellation thereof, the
        Company will execute and deliver in lieu thereof, without expense to the
        Holder, a new Warrant of like tenor dated the date hereof.

8.      WARRANT HOLDER NOT A STOCKHOLDER. The Holder of this Warrant, as such,
        shall not be entitled by reason of this Warrant to any rights whatsoever
        as a stockholder of the Company, including but not limited to voting
        rights.

9.      REGISTRATION RIGHTS. The Warrant Stock will be accorded the registration
        rights under the Act set forth in that certain Subscription Agreement
        between the Company and the Holders, a form of which agreement is being
        furnished concurrently herewith.

10.     NOTICES. Any notice required or contemplated by this Warrant shall be in
        writing and shall be deemed to have been duly given if delivered to the
        addressee in person, deposited with a reputable overnight courier or
        transmitted by registered or certified mail, return receipt requested,
        to the Company at 1000 Industrial Way North, Suite C, Toms River, New
        Jersey 08755, Attention: Chief Financial Officer, or to the Holder at
        the name and address set forth in the Warrant Register maintained by the
        Company, or to such other addresses as any of them, by notice to the
        others, may designate from time to time.

11.     CHOICE OF LAW. THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES
        BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
        NEVADA, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW RULES.

        IN WITNESS WHEREOF, the Company has duly caused this Warrant to be
signed on its behalf, in its corporate name and by a duly authorized officer, as
of this 17th day of July 2006.


                                 VISUAL MANAGEMENT SYSTEMS, INC.


                                 By:____________________________________________
                                 Name:  Jason Gonzalez
                                 Title: President


                                       10
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                              ELECTION TO PURCHASE

(To be executed by the registered holder if such holder desires to exercise the
within Warrants)

                                    Visual Management Systems, Inc.
                                    1000 Industrial Way North, Suite C
                                    Toms River, New Jersey  08755
                                    Attention:  Chief Financial Officer

        The undersigned hereby (1) irrevocably elects to exercise his or its
rights to purchase ____________ shares of Common Stock covered by the within
Warrants, (2) makes payment in full of the Purchase Price by enclosure of cash,
a certified check or bank draft, (3) requests that certificates for such shares
of Common Stock be issued in the name of:


Please print name, address and Social Security or Tax Identification Number:

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

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

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

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

and (4) if said number of shares of Common Stock shall not be all the shares
evidenced by the within Warrants, requests that a new warrant certificate for
the balance of the shares covered by the within Warrants be registered in the
name of, and delivered to:

Please print name and address:

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

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

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

        In lieu of receipt of a fractional share of Common Stock, the
undersigned will receive a check representing payment therefor.



Dated:
        --------------------        -----------------------------------------
                                    WARRANT HOLDER


                                    By:
                                         ------------------------------------
                                         Name:
                                         Title:


                                       11
<PAGE>



                           NOTICE OF CASHLESS EXERCISE


       (To be executed upon exercise of warrant pursuant to Section 1(b))


        The undersigned, the Holder of the attached Warrant, hereby irrevocably
elects to exchange its Warrant for _______ shares of Warrant Stock pursuant to
the cashless exercise provisions of the within Warrant, as provided for in
Section 1(b) of such Warrant, and requests that a certificate or certificates
for such shares of Warrant Stock (and any warrants or other property issuable
upon exercise) be issued in the name of and delivered to ___________________,
whose address is _________________________________ (social security or taxpayer
identification number _______________) and, if such shares shall not include all
of the shares issuable under such warrant, that a new warrant of like tenor and
date for the balance of the shares issuable thereunder be delivered to the
undersigned.


                                            HOLDER:





                                            -------------------------------
                                            Signature


                                            -------------------------------
                                            Signature, if jointly held


                                            -------------------------------
                                            Date


                                       12
<PAGE>



                                 ASSIGNMENT FORM


FOR VALUE RECEIVED,

--------------------------------------------------------------------------------
hereby sells, assigns and transfers unto


Name:

--------------------------------------------------------------------------------
(Please typewrite or print in block letters)

Social Security or Taxpayer Identification Number :

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

the right to purchase Common Stock of Visual Management Systems Inc., a Nevada
corporation, represented by this Warrant to the extent of shares as to which
such right is exercisable and does hereby irrevocably constitute and appoint
____________________________, Attorney, to transfer the same on the books of the
Company with full power of substitution in the premises.


DATED:
       ------------------



                                      ------------------------------------------
                                      Signature




                                      ------------------------------------------
                                      Signature, if jointly held




Witness:



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




                                       13