**Exhibit 10.2**

**COMMON STOCK WARRANT NO. 3**

**METRO ONE TELECOMMUNICATIONS, INC.**

THIS WARRANT HAS NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIESLAWS.  NO SALE OR DISPOSITION MAY BEEFFECTED WITHOUT (I) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO,(II) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THATSUCH REGISTRATION IS NOT REQUIRED, (III) RECEIPT OF A NO-ACTION LETTERFROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (IV) OTHERWISE COMPLYINGWITH THE PROVISIONS OF SECTIONS 6 AND 7 OF THIS WARRANT.

WARRANT TOPURCHASE SHARESOF COMMON STOCK

Grant Date: July 1, 2006(All share amounts reflect the 1 for 4 reverse stock split effected July 6,2006)

THIS CERTIFIES THAT, forvalue received, contingent upon satisfaction of certain revenue generationrequirements as provided in Section 1 below, Jingle Networks, Inc., a Delawarecorporation (“JNI” or “Holder”), is entitled to subscribe for and purchase upto six hundred twenty-three thousand two hundred fifty (623,250) fully paid andnonassessable shares of  common stock (asadjusted pursuant to Section 3 hereof), no par value per share (the “Shares” or“Common Stock”) of Metro One Telecommunications, Inc., an Oregon corporation(the “Company”), at a purchase price of $2.60 per share (the “Warrant Price”),as may be adjusted pursuant to Section 3, subject to the terms and conditionsset forth herein.

# 1.  RevenueGeneration Contingency.   The Warrantwill not be exercisable unless and until the aggregate revenues and paymentsreceived by the Company for the period beginning on January 1, 2006 and endingon February 28, 2007 (the “Revenue Period”) that are (i) directly attributableto calls routed by JNI to and answered by the Company in accordance with thatcertain Telecom Services Information Agreement between the Company and JNIexecuted contemporaneously herewith (the “Services Agreement”) and (ii)payments made to the Company for purchase of Data Services under the Services Agreement (such revenues and paymentsare referred to collectively hereunder as the “JNI Revenues”) are equal to orexceed ten million dollars ($10,000,000); provided, however, that JNI Revenuesshall not include late payment charges, penalties, damages or similar paymentsreceived by the Company pursuant to the Services Agreement; provided, further,if JNI Revenues are equal to or greater than eight million dollars ($8,000,000)but less than ten million dollars ($10,000,000), then the number of Shares forwhich 

 

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# the Warrant is exercisablehereunder shall equal the product of (A) 623,250 and (B) the ratio of (i) JNIRevenues and (ii) ten million (10,000,000). At such time, if any, as the JNI Revenues received by the Company duringthe Revenue Period equal or exceed eight million dollars ($8,000,000), Holdermay exercise the Warrant for the portion of the Shares for which the Warrant isthen exercisable in accordance with the foregoing formula.  Should (i) JNI Revenues received by theCompany during the Revenue Period be less than eight million dollars($8,000,000), (ii) the Services Agreement terminate for any reason other thanthe default by the Company thereunder, or (iii) the Company no longer be aPreferred Provider, as such term is defined in the Services Agreement, of JNI,  whichever of the foregoing shall first occur,then this Warrant shall expire and terminate, no Shares shall be purchasablehereunder, and JNI shall return the original of this Warrant to the Companyunexercised.  Timely payment of theFebruary 2007 invoice from the Company in accordance with the ServicesAgreement shall be included in the determination of JNI Revenueshereunder.  The Warrant may be exercisedas a whole or may be exercised in part or from time to time at any time up toand including 5:00 p.m. (PT) on June 30, 2009 (the “Expiration Date”) for suchportion, if any, of the Shares for which the Warrant is then exercisablepursuant to this Paragraph 1.

# 2.  Methodof Exercise; Payment; Issuance of New Warrant.

## (a)  Cash Exercise. Subject to Section 1 hereof, the purchase right represented by thisWarrant may be exercised by the Holder hereof, in whole or in part and fromtime to time, at the election of the Holder hereof, by the surrender of thisWarrant (with the notice of exercise substantially in the form attached heretoas Exhibit A duly completed and executed) at the principal officeof the Company and by the payment to the Company, by certified or bank check orby wire transfer to an account designated by the Company, of an amount equal tothe then applicable Warrant Price multiplied by the number of Shares then beingpurchased.

(b)  StockCertificates.  The person or personsin whose name(s) any certificate(s) representing the Shares shall be issuableupon exercise of this Warrant shall be deemed to have become the holder(s) ofrecord of, and shall be treated for all purposes as the record holder(s) of,the shares represented thereby (and such shares shall be deemed to have beenissued) immediately prior to the close of business on the date or dates uponwhich this Warrant is exercised.  In theevent of any exercise of the rights represented by this Warrant, certificatesfor the shares of stock so purchased shall be delivered to the Holder hereof assoon as possible and in any event within fifteen (15) days after such exerciseand, unless this Warrant has been fully exercised or expired, a new Warrantrepresenting the portion of the Shares, if any, with respect to which thisWarrant shall not then have been exercised shall also be issued to the Holder hereofas soon as possible and in any event within such fifteen (15) day period.

# 3.  Adjustmentof Warrant Price and Number of Shares. The number and kind of securitiespurchasable upon the exercise of this Warrant and the Warrant Price shall besubject to adjustment from time to time upon the occurrence of certain events,as follows, provided that at such time, this Warrant remains outstanding andunexpired:

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## (a)  Reclassification or Merger.  In case of any reclassification or change ofsecurities of the class issuable upon exercise of this Warrant (other than achange in par value, or from par value to no par value, or from no par value topar value, or as a result of a subdivision or combination), or in case of anymerger, reorganization, consolidation or similar transaction (collectively, a “Merger”)in which owners of the Company’s stock immediately before the Merger do not ownimmediately after the Merger at least fifty percent (50%) of the voting powerof the entity resulting from the Merger, or in case of any sale of all orsubstantially all of the assets of the Company, the Company, or such successoror purchasing corporation, as the case may be, shall (A) duly execute anddeliver to the Holder of this Warrant a new Warrant subject to the revenue and paymentrequirements in Section 1 above and such other provisions of this Warrant asare then applicable, or (B) the Company shall make appropriate provisionwithout the issuance of a new Warrant so that the Holder of this Warrant shallhave the right to receive (without regard to the revenue requirements inSection 1 above), at a total purchase price not to exceed that payable upon theexercise of the unexercised portion of this Warrant, and in lieu of the sharesof Common Stock theretofore issuable upon such exercise of this Warrant,(i) the kind and amount of shares of stock, other securities, money andproperty receivable upon such reclassification, change, Merger or sale by aHolder of the number of shares of  CommonStock then purchased under this Warrant, or (ii) in the case of such aMerger or sale in which the consideration paid consists all or in part ofassets other than securities of the successor or purchasing corporation, at theoption of the successor or purchasing entity, the securities of the successoror purchasing corporation having a value at the time of the transactionequivalent to the valuation of the Common Stock at the time of the transaction.Should the successor or purchasing company not issue a new warrant pursuant tosubpart (A) above, and should the Holder not exercise the Warrant pursuant tosubpart (B) above prior to closing of the Merger or sale, then the Warrantshall expire and terminate unexercised and shall be returned to theCompany.  Any new Warrant shall providefor adjustments that shall be as nearly equivalent as may be practicable to theadjustments provided for in this Section 3.  The provisions of this subparagraph (a) shallsimilarly apply to successive reclassifications, changes, mergers andtransfers.

## (b)  Subdivision or Combination of Shares.  If the Company at any time while this Warrantremains outstanding and unexpired shall subdivide or combine its outstandingshares of Common Stock, the Warrant Price shall be proportionately decreasedand the number of shares of Common Stock issuable hereunder shall beproportionately increased in the case of a subdivision, and the Warrant Priceshall be proportionately increased and the number of shares of Common Stockissuable hereunder shall be proportionately decreased in the case of acombination.

## (c)  Stock Dividends and Other Distributions.  If the Company at any time while this Warrantis outstanding and unexpired shall (i) pay a dividend with respect to theCommon Stock payable in shares of Common Stock, then the Warrant Price shall beadjusted, from and after the date of determination of shareholders entitled toreceive such dividend or distribution, to that price determined by multiplyingthe Warrant Price in effect immediately prior to such date of determination bya fraction (A) the numerator of which shall be the total number of sharesof the Common Stock outstanding immediately prior to such dividend ordistribution, and (B) the denominator of which shall be the total numberof shares of the Common Stock outstanding 

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## immediatelyafter such dividend or distribution; or (ii) make any other distributionwith respect to the Common Stock  (exceptany distribution specifically provided for in Sections 3(a) and 3(b)),then, in each such case, provision shall be made by the Company such that theHolder of this Warrant shall receive upon proper exercise of this Warrant inaccordance with its terms a proportionate share of any such dividend ordistribution as though it were the holder of the Shares as of the record datefixed for the determination of the shareholders of the Company entitled toreceive such dividend or distribution.

## (d)  Adjustment of Number of Shares.  Upon each adjustment in the Warrant Price,unless otherwise provided for above, the number of shares of  Common Stock purchasable hereunder shall beadjusted, to the nearest whole share, to the product obtained by multiplyingthe number of shares of Common Stock purchasable immediately prior to suchadjustment in the Warrant Price by a fraction, the numerator of which shall bethe Warrant Price immediately prior to such adjustment and the denominator ofwhich shall be the Warrant Price immediately thereafter.

# 4.  Noticeof Adjustments.  Whenever the WarrantPrice or the number of shares of Common Stock purchasable hereunder shall beadjusted pursuant to Section 3 hereof, the Company shall, upon the writtenrequest by the Holder of the Warrant, make a certificate signed by one of itsexecutive officers setting forth, in reasonable detail, the event requiring theadjustment, the amount of the adjustment, the method by which such adjustmentwas calculated, and the Warrant Price and the number of shares of Common Stockpurchasable hereunder after giving effect to such adjustment, and shall causecopies of such certificate to be mailed to the Holder of this Warrant.

# 5.  FractionalShares.  No fractional shares ofCommon Stock will be issued in connection with any exercise hereunder, but inlieu of such fractional share the Company shall (a) if the fraction of ashare otherwise issuable is less than one-half, round down and issue to Holderof this Warrant only the largest whole number of shares to which the Holder isotherwise entitled, or (b) if the fraction of a share otherwise issuableis equal to or greater than one-half, round up and issue to the Holder oneadditional share in addition to the largest whole number of shares to which theHolder is otherwise entitled.

6.  Compliancewith Act.  The Holder of thisWarrant, by acceptance hereof, agrees that this Warrant, and the Shares to beissued upon exercise hereof are being acquired for investment and that suchHolder will not offer, sell or otherwise dispose of this Warrant, or any Sharesto be issued upon exercise hereof except under circumstances which will notresult in a violation of the Securities Act of 1933, as amended (the “Act”) orany applicable state securities laws.

This Warrant andall Shares issued upon exercise of this Warrant (unless registered under theAct and any applicable state securities laws) shall be stamped or imprintedwith a legend in substantially the following form:

“THE SECURITIESEVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  NO SALE OR DISPOSITION MAY BE EFFECTEDWITHOUT (I) AN EFFECTIVE REGISTRATION 

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STATEMENT RELATEDTHERETO, (II) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANYTHAT SUCH REGISTRATION IS NOT REQUIRED, (III) RECEIPT OF A NO-ACTIONLETTER FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (IV) OTHERWISECOMPLYING WITH THE PROVISIONS OF SECTIONS 6 AND 7 OF THE WARRANT UNDER WHICHTHESE SECURITIES WERE ISSUED.”

Said legend shallbe removed by the Company, upon the request of a Holder, at such time as therestrictions on the transfer of the applicable security shall haveterminated.  In addition, in connectionwith the issuance of this Warrant, the Holder specifically represents to theCompany by acceptance of this Warrant as follows:

#### (1)                   TheHolder is aware of the Company’s business affairs and financial condition, andhas acquired information about the Company sufficient to reach an informed andknowledgeable decision to acquire this Warrant. The Holder is acquiring this Warrant for its own account for investmentpurposes only and not with a view to, or for the resale in connection with, any“distribution” thereof in violation of the Act.

#### (2)                   TheHolder understands that this Warrant has not been registered under the Act inreliance upon a specific exemption therefrom, which exemption depends upon, amongother things, the bona fide nature of the Holder’s investment intent asexpressed herein.

#### (3)                   TheHolder further understands that this Warrant must be held indefinitely unlesssubsequently registered under the Act and qualified under any applicable statesecurities laws, or unless exemptions from registration and qualification areotherwise available.  The Holder is awareof the provisions of Rule 144, promulgated under the Act.

#### (4)                   TheHolder is an “accredited investor” as such term is defined in Rule 501 ofRegulation D promulgated under the Act.

#### 7.  Disposition of Warrant or Shares.

(a)  Rightof First Refusal. Should JNI have entered into a binding written agreementwith another person or entity to sell, transfer or otherwise convey all or anyWarrants or Shares acquired by it on exercise of the Warrants, and providedsuch sale is otherwise permitted under the terms of this Warrant, then at leastten (10) business days prior to completing such sale, transfer or conveyance,JNI shall provide written notice (the “Notice”) thereof to the Company, whichNotice shall include a copy of all agreements entered into in connection withsuch contemplated sale, transfer or conveyance and such information withrespect to the potential transferee as the Company reasonably shallrequest.  For a period of three (3)business days following receipt of the Notice, the Company shall have theright, but not the obligation, to acquire all, but not less than all, of theWarrants or Shares proposed to be then sold on the same terms as is specifiedin the Notice.  Closing of the sale ofthe Warrants and/or Shares to the Company shall occur as stated in the Notice;provided however, that such closing shall not be less than thirty (30) days followingexpiration of the foregoing ten (10) business day period; provided further thatshould the Company agree to acquire 

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the Warrants or Shares inaccordance with this subsection 7(c), then the commitment of the Company to doso shall be specifically enforceable by JNI.  Should the Company fail or refuse to notify JNI of its desire to acquirethe Warrants or Shares then to be sold within the above-specified three (3)business day period, the Company shall be deemed to have waived its right toacquire the Warrants and Shares pursuant to this subsection 7(a), and, subjectto the other provisions of this Warrant, JNI may convey the Warrants and/orShares to the party and on the precise terms specified in the Notice. Failuretimely to complete such conveyance on such terms shall again require compliancewith this subsection 7(a).

(b)  Prohibitionof Transfer to Competitor. Notwithstanding anything in this Warrant to the contrary, JNI covenantsand agrees that none of the Warrants and none of the Shares acquired by it uponexercise of the Warrants directly or indirectly shall be sold, transferred orin any manner conveyed by JNI to any competitor or reasonably foreseeablecompetitor of the Company.  Prior totransfer of any of the Warrants or Shares, JNI shall provide written noticethereof to the Company of the proposed transferee and such information as theCompany reasonably shall require in order to determine if the transferee is acompetitor or potential competitor.  JNIacknowledges that monetary damages for breach by it of the provisions of thissubsection 7(b) would be inadequate and that the Company may seek injunctiverelief for any actual or threatened breach by JNI of this covenant.

(c)  Rightof Repurchase.  (1) Should theServices Agreement be terminated as a result of the breach or default by JNIthereunder, then for a period of one hundred eighty (180) days after suchtermination, by providing written notice thereof to JNI, the Company shall havethe right, but not the obligation, to repurchase some or all of theWarrants.  The purchase price of anyunexercised Warrants shall be the difference between the Market Price,determined as provided below, and the exercise price of the Warrants.  Payment shall be all cash, and closing shalloccur at the offices of the Company within thirty (30) days followingexpiration of such one hundred eighty (180) day period.

(2)  Asused in this Section 7(c), the Market Price shall be the weighted averageclosing price per share of the Company’s Common Stock on the principal nationalsecurities exchange on which the Common Stock is then listed or admitted totrading (including, for this purpose, the Nasdaq Stock Market), or if not thenlisted or traded on any such exchange or system, the mean of the bid and askedprice per share on the Nasdaq Capital Market or in the sole discretion of amajority of the Board of Directors of the Company, any other over-the-countermarket, including the OTC Bulletin Board, which reports bid, asked and lastsale prices and volume of sales (approval of which will not be unreasonablywithheld by such directors), in each such case averaged on a weighted averagebasis over a period of twenty trading days consisting of the last trading dayprior to the effective date of the termination of the Services Agreement andthe nineteen (19) consecutive trading days prior to such day.  If at any time such quotations are notavailable, the Market Price shall be the then current fair market value of ashare of Common Stock as determined in good faith by the Board of Directors ofthe Company.

# 8.  Rightsas Shareholders; Information.    NoHolder of this Warrant, as such, shall be entitled to vote or receive dividendsor be deemed the holder of the Shares, nor shall anything 

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# contained herein be construed to confer upon theHolder of this Warrant, as such, any of the rights of a shareholder of theCompany or any right to vote for the election of directors or upon any mattersubmitted to shareholders at any meeting thereof, or to receive notice ofmeetings, or to receive dividends or subscription rights or otherwise untilthis Warrant shall have been exercised and the Shares purchasable upon theexercise hereof shall have become deliverable, as provided herein.

9.  Noticeof Capital Changes.  In case:

(i)            the Company shall declare any dividend or distribution(other than of shares of its Common Stock) payable to the holders of its CommonStock;

(ii)           there shall be any capital reorganization orreclassification of the capital stock of the Company, or consolidation ormerger of the Company with, or sale of all or substantially all of its assetsto, another corporation or business organization; or

(iii)          there shall be a voluntary or involuntary dissolution,liquidation or winding up of the Company;

then,in any one or more of said cases, the Company shall give the Holder writtennotice of the date on which a record shall be taken for such dividend ordistribution, or for determining shareholders entitled to vote upon suchreorganization, reclassification, consolidation, merger, sale, dissolution, liquidationor winding up and of the date when any such transaction shall take place, asthe case may be.  Such written noticeshall be given at such time as notice is given to existing shareholders of theCompany, but in all events, such written notice shall be given at least 5 daysprior to the closing of the transaction in question and not less than 10 daysprior to the record date in respect thereof.

10.  Representationsand Warranties.  The Companyrepresents and warrants to the Holder of this Warrant as follows:

## (a)  This Warrant has been duly authorized and executed bythe Company and is a valid and binding obligation of the Company enforceable inaccordance with its terms, subject to laws of general application relating tobankruptcy, insolvency and the relief of debtors and the rules of law orprinciples at equity governing specific performance, injunctive relief andother equitable remedies;

## (b)  The Shares have been duly authorized and reserved forissuance by the Company and, when issued in accordance with the terms hereof,will be validly issued, fully paid and non-assessable and free from allpreemptive or any similar rights of any stockholder of the Company and free ofany liens or encumbrances arising through the Company, other than restrictionsof transfer under this Warrant and applicable state and federal securitieslaws;

## (c)  During the period within which this Warrant may beexercised, the Company will at all times have authorized and reserved for thepurpose of issue or transfer upon exercise of this Warrant, a sufficient numberof authorized but unissued shares of Common Stock, when and as 

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## required, toprovide for the exercise of the rights represented by this Warrant.  The Company will take all such action as maybe necessary to assure that such shares of Common Stock may be issued asprovided herein without violation of any applicable law or regulation, or ofany requirements of any domestic securities exchange or automated quotationsystem upon which the Common Stock is listed;

## (d)  The execution and delivery of this Warrant are not, andthe issuance of the Shares upon exercise of this Warrant in accordance with theterms hereof will not be, (i) inconsistent with the Company’s Certificate ofIncorporation or by-laws; (ii) conflict with or constitute a violation of,or default (with the passage of time or otherwise) under: (A) any evidenceof indebtedness, or under any material lease, contract, indenture, mortgage,deed of trust, loan agreement, joint venture or other agreement or instrument towhich the Company is a party or by which it is bound, or (B) any law,administrative regulation applicable to the Company or any ordinance or orderof any court or governmental agency, arbitration panel or authority applicableto and specifically naming the Company or its properties; and (iii) resultin the creation or imposition of any lien, encumbrance, claim, securityinterest or restriction whatsoever upon any of the material properties orassets of the Company or an acceleration of indebtedness pursuant to anyobligation, agreement or condition contained in any evidence of indebtedness orany material indenture, mortgage, deed of trust or any other agreement orinstrument to which the Company is a party or by which any of them is bound orto which any of the property or assets of the Company is subject.  No consent, approval, authorization or otherorder of, or registration, qualification or filing with, any regulatory body,administrative agency, or other governmental body in the United States is requiredfor the execution and delivery of the Warrant and the valid issuance and saleof the Shares to be sold pursuant to this Warrant, other than such as have beenmade or obtained, and except for any securities filings required to be madeunder federal or state securities laws; provided, however, that the Holderacknowledges and agrees that notification of and non-objection by Nasdaq to theterms of this Warrant pursuant to NASD Rule 4310(c)(17) is required and shallfirst be obtained prior to issuance of this Warrant.

## (e)  There are no actions, suits, audits, investigations orproceedings pending or, to the knowledge of the Company, threatened against theCompany in any court or before any governmental commission, board or authoritywhich, if adversely determined, will have a material adverse effect on theability of the Company to perform its obligations under this Warrant; and

(f)  Forso long as JNI shall own the Warrants or Shares, in any transaction in whichstock of the Company is issued, the Company will appropriately fulfill itsfiduciary duties to the Company and its shareholders.

# 11.  RegistrationRights.  The Holder of any Shares ofCommon Stock acquired upon exercise of this Warrant in accordance with theterms hereof shall have the right to cause the Company to register such Sharesin accordance with that certain Registration Rights Agreement between theCompany and Holder.

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# 12.  Modificationand Waiver.  This Warrant and anyprovision hereof may be amended, waived, discharged or terminated with (andonly with) the written consent of the party against which enforcement of thesame is sought.  Any such amendment, modification or waiver effected pursuant to thisSection 12 shall be binding upon the Holder of this Warrant, upon any futureholder and upon the Company.

# 13.  Notices.  Any notice, request, communication or otherdocument required or permitted to be given or delivered to the Holder hereof orthe Company shall be delivered in person, by facsimile, or shall be sent bycertified or registered mail, postage prepaid, to each such Holder and theCompany at their respective addresses indicated therefor on the signature pageof this Warrant or at such other addresses as the Holder or the Company shallhave furnished to the other in writing.

# 14.  LostWarrants or Stock Certificates.  TheCompany covenants to the Holder hereof that, upon receipt of evidencereasonably satisfactory to the Company of the loss, theft, destruction ormutilation of this Warrant or any stock certificate and, in the case of anysuch loss, theft or destruction, upon receipt of an indemnity reasonablysatisfactory to the Company, or in the case of any such mutilation uponsurrender and cancellation of such Warrant or stock certificate, the Companywill make and deliver a new Warrant or stock certificate, of like tenor, inlieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.

15.  No Impairment. The Company will not, by amendment of its Certificate of Incorporationor bylaws avoid or seek to avoid the observance or performance of any of theterms of this Warrant, but will at all times in good faith assist in thecarrying out of all such terms and in the taking of all such action as may benecessary or appropriate in order to protect the rights of the Holder of thisWarrant against impairment.  Withoutlimiting the generality of the foregoing, the Company (a) will not increase thepar value of any shares of stock issuable upon the exercise of this Warrantabove the amount payable therefor upon such exercise, and (b) will take allsuch action as may be necessary or appropriate in order that the Company mayvalidly and legally issue fully paid and non-assessable shares of Common Stockupon exercise of this Warrant.  The Companyalso will not reorganize, consolidate, merge, dissolve, issue or sellsecurities or sell assets for the purpose (as opposed to having the effect) ofavoiding the observance or performance of any of the terms of this Warrant.

# 16.  DescriptiveHeadings.  The descriptive headingsof the several paragraphs of this Warrant are inserted for convenience only anddo not constitute a part of this Warrant. The language in this Warrant shall be construed as to its fair meaningwithout regard to which party drafted this Warrant.

# 17.  GoverningLaw.  This Warrant shall be construedand enforced in accordance with, and the rights of the parties shall begoverned by, the laws of New York.

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# 18.  Severability.  The invalidity or unenforceability of anyprovision of this Warrant in any jurisdiction shall not affect the validity orenforceability of such provision in any other jurisdiction, or affect any otherprovision of this Warrant, which shall remain in full force and effect.

# 19.  EntireAgreement; Modification.  ThisWarrant constitutes the entire agreement between the parties pertaining to thesubject matter contained in it and supersedes all prior and contemporaneousagreements, representations, and undertakings of the parties, whether oral orwritten, with respect to such subject matter.

[Rest of page intentionallyleft blank.]

# The Company has caused this Warrant to be dulyexecuted and delivered as of the Grant Date.

|        | **METRO  ONE TELECOMMUNICATIONS, INC.** |
|--------|-----------------------------------------|
|   | ** **                              |
|   | ** **                              |
|   | By                                      | /s/ Gary E.  Henry |   |
|   | Title                                   | President and  CEO |   |
|   | Address:                                | 11200 Murrary  Scholls Place |   |
|   |                                    | Beaverton, OR  97007 |   |
|        |                                         |  |  |  |  |

** **

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** **
|            | **WARRANT  HOLDER**        |
|------------|----------------------------|
| ** ** | ** **                 |
| ** ** | ** **                 |
| ** ** | **JINGLE  NETWORKS, INC.** |
| ** ** | ** **                 |
| ** ** | ** **                 |
|       | By:                        | /s/ Scott Kliger |   |
|       | Title:                     | CTO |   |
|       | Address:                   | 8 New England  Executive Park, |   |
|       |                       | West Wing 3rd Floor |   |
|       |                       | Burlington, MA  01803 |   |
|            |                            |  |  |  |  |

 

 

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EXHIBIT A

NOTICE OF EXERCISE

To:          Metro One Telecommunications, Inc.(the “Company”)

1.             The undersigned hereby elects topurchase            shares ofCommon Stock of the Company pursuant to the terms of the attached Warrant, andtenders herewith payment of the purchase price of such shares in full.

2.             Please issue a certificate or certificates representing            shares inthe name of the undersigned or in such other name or names as are specifiedbelow:

 

|        |      |   |
|--------|-----------|--------|
|   | (Name)    |   |
|   |      |   |
|   |      |   |
|   |      |   |
|   |      |   |
|   | (Address) |   |

 

3.             The undersigned represents that theaforesaid shares are being acquired for the account of the undersigned forinvestment and not with a view to, or for resale in connection with, thedistribution thereof and that the undersigned has no present intention ofdistributing or reselling such shares, all except as in compliance withapplicable securities laws.
|        |        |   |
|--------|-------------|--------|
|   | (Signature) |

 

(Date)

 

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