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

            Right to Purchase up to 750,000 Shares of Common Stock of
                            PERFISANS HOLDINGS, INC.
                            ------------------------
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. 1                                                Issue Date:  March 15, 2007

         PERFISANS HOLDINGS. INC., a corporation organized under the laws of the
State of Maryland  ("PHI" or the  "Company"),  hereby  certifies that, for value
received, Alfred Morgan Capital or assigns (the "Holder"), is entitled,  subject
to the terms set forth below,  to purchase from the Company (as defined  herein)
from and after the Issue  Date of this  Warrant  and at any time or from time to
time before 5:00 p.m.,  New York time,  through the close of business  March 14,
2009 (the "Expiration Date"), up to 750,000 fully paid and nonassessable  shares
of Common Stock (as  hereinafter  defined),  $0.001 par value per share,  at the
applicable Exercise Price per share (as defined below). The number and character
of such shares of Common Stock and the  applicable  Exercise Price per share are
subject to adjustment as provided herein.

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

                  (a) The term "Company"  shall include PHI and any  corporation
         which shall succeed, or assume the obligations of, PHI hereunder.

                  (b) The term "Common Stock" includes (i) the Company's  Common
         Stock,  par value $0.001 per share;  and (ii) any other securities into
         which  or for  which  any of the  securities  described  in (a)  may be
         converted  or  exchanged  pursuant  to  a  plan  of   recapitalization,
         reorganization, merger, sale of assets or otherwise.

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

<PAGE>

                  (d) The "Exercise  Price"  applicable under this Warrant shall
         be a price of $.06 for each Warrant,  which will represent the right to
         purchase one share of Common Stock.  This per share  exercise  price of
         the Warrants is equal to 150% of the 5-day average closing price ($.04)
         for the five days preceding,  but not including,  the Closing Date. The
         number  of  shares  issuable  upon  exercise  of the  Warrants  and the
         exercise price per share will be subject to full-ratchet  anti-dilution
         adjustment  in the event that the  Company  issues,  after the  closing
         date,  Common  Stock or Common Stock  equivalents  at a price per share
         less than the then current  conversion  price,  and to other normal and
         customary  anti-dilution  adjustments  upon certain  events  (including
         securities  issuances at less than current market value).  The Warrants
         will be exercisable for cash only.

      1. EXERCISE OF WARRANT.

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

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

                  (a) If the  Company's  Common  Stock is traded on any national
         exchange or is quoted on the National or SmallCap  Market of The Nasdaq
         Stock  Market,  Inc.("Nasdaq"),  then the  closing or last sale  price,
         respectively,  reported for the last business day immediately preceding
         the Determination Date.

                  (b)  If the  Company's  Common  Stock  is  not  traded  on any
         national  exchange  or on the  Nasdaq  but is  traded  on the  NASD OTC
         Bulletin  Board,  then the mean of the  average of the  closing bid and
         asked prices reported for the last business day  immediately  preceding
         the Determination Date.

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

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

                                       2

<PAGE>

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

         1.4  TRUSTEE  FOR  WARRANT  HOLDERS.  In the event that a bank or trust
company  shall have been  appointed  as trustee  for the  holders of the Warrant
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of a warrant agent (as  hereinafter  described) and shall accept,  in
its own name for the account of the Company or such  successor  person as may be
entitled  thereto,  all  amounts  otherwise  payable  to  the  Company  or  such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.

      2. PROCEDURE FOR EXERCISE.

         2.1 DELIVERY OF STOCK  CERTIFICATES,  ETC.,  ON  EXERCISE.  The Company
agrees that the shares of Common Stock  purchased  upon exercise of this Warrant
shall be deemed to be issued to the Holder as the record owner of such shares as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered and payment made for such shares in accordance herewith.  As soon as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event  within  three (3) business  days  thereafter,  the Company at its expense
(including  the payment by it of any  applicable  issue  taxes) will cause to be
issued in the name of and  delivered  to the  Holder,  or as such  Holder  (upon
payment  by  such  Holder  of any  applicable  transfer  taxes)  may  direct  in
compliance with applicable  securities  laws, a certificate or certificates  for
the number of duly and validly issued,  fully paid and  nonassessable  shares of
Common  Stock (or Other  Securities)  to which such Holder  shall be entitled on
such exercise,  plus, in lieu of any fractional share to which such holder would
otherwise be entitled,  cash equal to such fraction  multiplied by the then Fair
Market  Value  of one  full  share,  together  with  any  other  stock  or other
securities and property  (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

         2.2  EXERCISE.  Payment may be made in cash or by certified or official
bank check payable to the order of the Company equal to the applicable aggregate
Exercise Price.

      3. EFFECT OF REORGANIZATION, ETC.; ADJUSTMENT OF EXERCISE PRICE.

         3.1 REORGANIZATION,  CONSOLIDATION, MERGER, ETC. In case at any time or
from  time  to  time,  the  Company  shall  (a)  effect  a  reorganization,  (b)
consolidate  with or  merge  into  any  other  person,  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  Holder of this
Warrant,  on the exercise  hereof as provided in Section 1 at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including

                                       3

<PAGE>

cash) to which such Holder would have been entitled upon such consummation or in
connection  with such  dissolution,  as the case may be, if such  Holder  had so
exercised  this  Warrant,  immediately  prior  thereto,  all  subject to further
adjustment thereafter as provided in Section 4.

         3.2  DISSOLUTION.  In the  event  of  any  dissolution  of the  Company
following the transfer of all or substantially  all of its properties or assets,
the Company,  concurrently with any distributions  made to holders of its Common
Stock,  shall at its expense  deliver or cause to be delivered to the Holder the
stock and other  securities  and property  (including  cash,  where  applicable)
receivable  by the Holder of the  Warrant  pursuant to Section  3.1,  or, if the
Holder shall so instruct the Company,  to a bank or trust  company  specified by
the Holder and having its  principal  office in New York,  NY as trustee for the
Holder of the Warrant (the "Trustee").

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

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

5.  REDEMPTION.  The  Company  shall  have the  right to redeem up to 50% of the
Warrants  then  outstanding  by giving  the Holder  three  days'  prior  notice;
provided  that,  the

                                       4

<PAGE>

Common Stock closes at 120% of the Exercise Price then in effect for a period of
ten  consecutive  trading days and that the shares of Common Stock issuable upon
exercise of the Warrants are the subject of an effective registration statement.

         6.  CERTIFICATE  AS TO  ADJUSTMENTS.  In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrant,  the Company at its expense  will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Exercise Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company (appointed pursuant to Section 11 hereof).

         7.  RESERVATION OF STOCK,  ETC.,  ISSUABLE ON EXERCISE OF WARRANT.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery  on the  exercise  of the  Warrant,  shares of  Common  Stock (or Other
Securities) from time to time issuable on the exercise of the Warrant.

         8.  ASSIGNMENT;   EXCHANGE  OF  WARRANT.  Subject  to  compliance  with
applicable  securities laws, this Warrant,  and the rights evidenced hereby, may
be transferred by any registered  holder hereof (a  "Transferor") in whole or in
part.  On the  surrender  for exchange of this  Warrant,  with the  Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the   "Transferor
Endorsement  Form") and together with evidence  reasonably  satisfactory  to the
Company  demonstrating  compliance with applicable  securities laws, which shall
include,  without  limitation,  the  provision  of  a  legal  opinion  from  the
Transferor's  counsel (at the  Company's  expense)  that such transfer is exempt
from the  registration  requirements  of applicable  securities  laws,  and with
payment by the  Transferor  of any  applicable  transfer  taxes)  will issue and
deliver  to or on the  order of the  Transferor  thereof a new  Warrant  of like
tenor, in the name of the Transferor and/or the transferee(s)  specified in such
Transferor  Endorsement Form (each a "Transferee"),  calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant so surrendered by the Transferor.

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

                                       5
<PAGE>

         10.  REGISTRATION  RIGHTS.  The Holder of this Warrant has been granted
certain  registration  rights by the Company.  These registration rights are set
forth in a Registration  Rights Agreement entered into by the Company and Holder
dated as of even date of this Warrant.

         11.  WARRANT  AGENT.  The Company  may,  by written  notice to the each
Holder of the Warrant,  appoint an agent for the purpose of issuing Common Stock
(or Other  Securities)  on the exercise of this  Warrant  pursuant to Section 1,
exchanging  this  Warrant  pursuant  to Section 8, and  replacing  this  Warrant
pursuant  to  Section  9,  or any of the  foregoing,  and  thereafter  any  such
issuance,  exchange or  replacement,  as the case may be,  shall be made at such
office by such agent.

         12. TRANSFER ON THE COMPANY'S BOOKS.  Until this Warrant is transferred
on the books of the Company,  the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

         13. NOTICES, ETC. All notices and other communications from the Company
to the  Holder of this  Warrant  shall be mailed by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such Holder or, until any such Holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  Holder of this
Warrant who has so  furnished  an address to the  Company.  Upon any exercise of
this  Warrant,  the  Holder  and  the  Company  shall  be  obligated  to  notify
[______________________] telephone: ________________.

         14.  MISCELLANEOUS.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be governed by and  construed in accordance  with
the laws of State of New York without regard to principles of conflicts of laws.
Any action brought  concerning  the  transactions  contemplated  by this Warrant
shall be brought only in the state  courts of New York or in the federal  courts
located in the state of New York; provided,  however, that the Holder may choose
to waive this  provision and bring an action  outside the state of New York. The
individuals  executing  this Warrant on behalf of the Company agree to submit to
the  jurisdiction  of such courts and waive trial by jury. The prevailing  party
shall be entitled to recover from the other party its reasonable attorney's fees
and  costs.  In the event  that any  provision  of this  Warrant  is  invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the validity or  enforceability  of any other  provision of this Warrant.
The headings in this Warrant are for purposes of reference  only,  and shall not
limit  or  otherwise  affect  any  of  the  terms  hereof.   The  invalidity  or
unenforceability  of any provision hereof shall in no way affect the validity or
enforceability  of any other provision  hereof.  The Company  acknowledges  that
legal counsel  participated in the  preparation of this Warrant and,  therefore,
stipulates  that the rule of  construction  that  ambiguities are to be resolved
against the drafting  party shall not be applied in the  interpretation  of this
Warrant to favor any party against the other party.

                                       6

<PAGE>


                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS.]

                                       7

<PAGE>


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

                                      PERFISANS HOLDINGS, INC.

WITNESS:

                                             By:    /S/ BOK WONG
                                                    ----------------------------
                                             Name:
                                                    ----------------------------
                                            Title:
-------------------------------------               ----------------------------



                                       8



<PAGE>



                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)

TO:      Perfisans Holdings, Inc.

         Attention:        Chief Executive Officer

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

         ________   shares  of  the  Common  Stock   covered  by  such  Warrant;



         The  undersigned  herewith makes payment of the full Exercise Price for
such  shares  at the  price per share  provided  for in such  Warrant,  which is
$___________. Such payment takes the form of:

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


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

         The  undersigned  represents  and warrants that all offers and sales by
the  undersigned of the securities  issuable upon exercise of the within Warrant
shall be made pursuant to  registration of the Common Stock under the Securities
Act of 1933, as amended (the "Securities  Act") or pursuant to an exemption from
registration under the Securities Act.

Dated:
      -----------------------------        -------------------------------------
                                           (Signature must conform to name of
                                           holder as specified on the face of
                                           the Warrant)

                                           Address:
                                                   -----------------------------
                                                   -----------------------------

                                      A-1

<PAGE>




                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

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

                                                     PERCENTAGE      NUMBER
TRANSFEREES               ADDRESS                    TRANSFERRED     TRANSFERRED
-----------               -------                    -----------     -----------

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

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

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

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

Dated:
      ----------------------------  --------------------------------------------
                                    (Signature must conform to name of holder as
                                    specified on the face of the Warrant)

                                    Address:
                                            ------------------------------------

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


                                            SIGNED IN THE PRESENCE OF:


                                            ------------------------------------
                                                         (Name)

ACCEPTED AND AGREED:
[TRANSFEREE]

-------------------------------------
               (Name)


                                       B-1