Exhibit 10.16



                                WARRANT AGREEMENT
                        OF NATIONAL PARKING SYSTEMS, INC.

                                 500,000 SHARES

                          DATED AS OF NOVEMBER 1, 2005




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                                WARRANT AGREEMENT

     This  WARRANT  AGREEMENT  (this "Agreement") is made and entered into as of
November 1, 2005 (the "Issuance Date"), by and between National Parking Systems,
Inc.,  a  Nevada  corporation  (the  "Company"),  and  Vijay  Alimchandani,  dba
Financial  Systems  International  or  its  assigns  (the  "Holder").

The  Company  and  the  Holder  hereby  agree  as  follows:

SECTION 1.     ISSUANCE OF THE WARRANT; TRANSFERABILITY AND FORM OF THE WARRANT.

          a.  THE  WARRANT.  The  Company  hereby grants to the Holder a warrant
     attached  hereto  as Annex A (the "Warrant") to purchase up to an aggregate
     of  500,000 shares of the common stock of the Company (the "Common Stock"),
     at  an  exercise  price  of $1.00 per share. The shares of fully paid, duly
     authorized  and  non-assessable  Common Stock issuable upon exercise of the
     Warrant are referred herein as the "Warrant Shares."

          b.  TRANSFER  RESTRICTIONS.  Holder  agrees  not  to sell, transfer or
     otherwise  dispose  of the Warrant or Warrant Shares, unless a registration
     statement  under  the  Securities  Act of 1933, as amended (the "Securities
     Act"),  is  in  effect with regard thereto or unless such sale, transfer or
     other  disposition  is  made  pursuant  to  a  transaction exempt from such
     registration  and  registration  or  qualification  under  applicable state
     securities laws.

          c.  TRANSFER - GENERAL. Subject to the terms hereof, the Warrant shall
     be  transferable  only  on  the  books  of  the  Company  maintained at its
     principal  office  upon  delivery thereof duly endorsed by the Holder or by
     its  duly  authorized  attorney or representative, or accompanied by proper
     evidence  of  succession, assignment or authority to transfer. In all cases
     of  transfer,  the  original  power  of  attorney, duly approved, or a copy
     thereof, duly certified, shall be deposited and remain with the Company. In
     case  of  transfer  by  executors, administrators, guardians or other legal
     representatives,  duly  authenticated  evidence of their authority shall be
     produced,  and  may  be  required  to  be  deposited and to remain with the
     Company in its discretion. Upon any registration of transfer, the person to
     whom  such  transfer  is made shall receive a new Warrant or Warrants as to
     the portion of the Warrant transferred, and the Holder shall be entitled to
     receive  a  new  Warrant  or  Warrants  from  the Company as to the portion
     thereof  retained  (each  of which new Warrants shall evidence the right to
     purchase  one  (1) Warrant Share or an integral multiple of one (1) Warrant
     Share).  The  designated  transferee or transferees will be recorded in the
     register maintained by the Company as the Holder(s) of the new Warrant(s).

          d. FORM OF THE WARRANT. The form of the Warrant and of the election to
     purchase Warrant Shares (the "Subscription Form") shall be substantially as
     set  forth respectively in Annex A and Annex B attached hereto. The Warrant
     and  any  replacement Warrant shall be executed on behalf of the Company by
     its Chairman of the Board, its Chief Executive Officer, President or one of
     its Vice Presidents. The Warrant shall be dated as of the date of execution
     thereof by the Company either upon initial issuance or upon transfer.

<PAGE>

SECTION  2.     TERM  OF  THE  WARRANT; EXERCISE OF THE WARRANT; RESTRICTIONS ON
                EXERCISE;     EXERCISE  PRICE,  ETC.

          a. TERM OF THE WARRANT. Subject to the terms of this Agreement, Holder
     shall  have  the  right,  which right may be exercised in whole or in part,
     from time to time, beginning on the Issuance Date and ending on November 1,
     2010  (the "Expiration Date"), to purchase from the Company Warrant Shares.
     If  the  last day for the exercise of the Warrant is not a day (a "Business
     Day")  other than a Saturday, Sunday or other day on which commercial banks
     in  New York, New York are authorized or required by law to close, then the
     Warrant may be exercised on the next succeeding Business Day.

          Notwithstanding  the  foregoing,  unless  waived  by  the  Company  in
     writing,  in  no  event shall Holder be entitled to exercise any portion of
     the  Warrant  to  the  extent that, after such exercise, the sum of (1) the
     number  of shares of Common Stock beneficially owned by the Holder, and (2)
     the  number  of  shares  of  Common Stock issuable upon the full or partial
     exercise  of  the  Warrant  with respect to which the determination of this
     sentence  is  being made, would result in beneficial ownership by Holder of
     more  than  4.99%  of  the outstanding shares of Common Stock (after taking
     into  account  the  shares  to be issued to Holder upon such exercise). For
     purposes  of the immediately preceding sentence, beneficial ownership shall
     be  determined  in accordance with Section 13(d) of the Securities Exchange
     Act  of  1934,  as  amended (the "1934 Act") "), and Rule 13d-3 promulgated
     thereunder.  The  Holder  further  agrees  that  if the Holder transfers or
     assigns  any  of the Warrant to any affiliate of such Holder, such transfer
     or  assignment  shall  be  made  subject  to the transferee's or assignee's
     specific agreement to be bound by the provisions of this Section.

          b.  VESTING  OF  THE  WARRANT.  The Warrant is fully vested and may be
     exercised  on  or  after  the Issuance Date in accordance with the terms of
     this Agreement and the Warrant.

          c.  EXERCISE  OF  THE  WARRANT.  The  Warrant  may  be  exercised upon
     surrender to the Company, at its principal office, of the Warrant, together
     with  the  Subscription  Form completed and signed, and upon payment to the
     Company  of  the Exercise Price (as defined in and determined in accordance
     with  the  provisions  of  Sections  2.5  hereof) for the number of Warrant
                                -------------
     Shares  in  respect  of  which  such  Warrant is then being exercised (such
     surrender  of Warrant, delivery of the Subscription Form and payment of the
     Exercise  Price  hereinafter  called  the  "Exercise of the Warrant"). Upon
     partial exercise, a new Warrant for the unexercised Warrant Shares shall be
     delivered  by  the Company to Holder within five (5) Business Days. Payment
     of  the  Exercise  Price  shall  be  by delivery of cash, or a certified or
     official bank check in the amount of such Exercise Price.

          Subject  to  Section  3  hereof,  upon such surrender of a Warrant and
                       ----------
     payment  of  the  Exercise  Price as aforesaid, the Company shall issue and
     cause  to be delivered within five (5) Business Days to Holder or, upon the
     written order of the Holder, in such name or names as Holder may designate,
     a certificate or

<PAGE>

     certificates  for  the  number  of  Warrant  Shares  so  purchased upon the
     exercise  of  such  Warrant, together with cash, as provided in Section 6.4
                                                                     -----------
     hereof  in  lieu  of  any fractional Warrant Shares otherwise issuable upon
     such  surrender.  Such  certificate or certificates shall be deemed to have
     been  issued  and  any  person  so  designated to be named therein shall be
     deemed  to  have become a holder of record of such Warrant Shares as of the
     date of the Exercise of the Warrant.

          d.  COMPLIANCE  WITH  GOVERNMENT REGULATIONS. Holder acknowledges that
     neither  the  Warrant  nor  the  Warrant  Shares  have  been  qualified  or
     registered  under  the  Securities  Act  or  any state securities laws, and
     therefore may be sold or disposed of in the absence of such registration or
     qualification  only  pursuant  to  an  exemption  from such registration or
     qualification and in accordance with this Agreement. Until such time as the
     Warrant  Shares  have been registered under the Securities Act, the Warrant
     and the Warrant Shares willbear a legend to the following effect:

     THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN  REGISTERED  WITH THE
     SECURITIES  AND  EXCHANGE  COMMISSION  UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED,  OR  WITH  THE  SECURITIES  COMMISSION  OF  ANY  STATE  UNDER  ANY
     APPLICABLE  STATE  SECURITIES  OR BLUE SKY LAWS. SUCH SECURITIES MAY NOT BE
     SOLD  OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
     STATEMENT  OR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
     THOSE SECURITIES LAWS.

          e.  EXERCISE  PRICE.  The  price per share at which the Warrant Shares
     shall  be purchasable upon exercise of the Warrant shall be $1.00 per share
     of Common Stock, subject to adjustment as provided in Section 6 hereof (the
                                                           ---------
     "Exercise Price").

SECTION  3.  PAYMENT OF TAXES. The Company will pay all documentary stamp taxes,
if  any,  attributable to the issuance of the initial Warrant delivered pursuant
to  this  Agreement and Warrant Shares upon the exercise of Warrant. The Company
shall not be required to pay any income tax or taxes resulting from the issuance
of the Warrant or any other tax or taxes other than as set forth above which may
be  payable  in respect of any transfer involved in the issue or delivery of the
Warrant or certificates for Warrant Shares.

SECTION 4. MUTILATED OR MISSING WARRANT. In case any Warrant shall be mutilated,
lost,  stolen  or destroyed, the Company shall issue and deliver in exchange and
substitution  for  and upon cancellation of the mutilated Warrant, or in lieu of
and  substitution  for  the  Warrant lost, stolen or destroyed, a new Warrant of
like  tenor  and  representing  an  equivalent  right or interest; but only upon
receipt  of  evidence reasonably satisfactory to the Company of such loss, theft
or  destruction  of such Warrant and an agreement to indemnify the Company, also
reasonably satisfactory to the Company.

<PAGE>

SECTION  5.     RESERVATION  OF  WARRANT  SHARES.

          a.  RESERVATION  OF  WARRANT SHARES. There have been reserved, and the
     Company  shall  at  all  times  reserve, out of its authorized and unissued
     shares of Common Stock, that number of shares of Common Stock sufficient at
     all  times  to  provide  for the full exercise of the Warrant. The transfer
     agent  for  the Common Stock and every subsequent transfer agent ("Transfer
     Agent")  for  any  shares  of the Company's capital stock issuable upon the
     exercise  of  the Warrant will be and are hereby irrevocably authorized and
     directed  at  all times until 5:00 p.m. Pacific Time on the Expiration Date
     to  reserve such number of authorized shares as shall be requisite for such
     purpose.  The  Company  will keep a copy of this Agreement on file with the
     Transfer  Agent for any shares of the Company's capital stock issuable upon
     the  exercise of the Warrant. The Company covenants that the issuance, sale
     and  delivery  of  the  Warrant  in accordance with this Agreement, and the
     issuance,  sale  and  delivery  of  the Warrant Shares upon exercise of the
     Warrant  have been duly authorized by all necessary corporate action on the
     part  of  the  Company. Sufficient authorized but unissued shares of Common
     Stock  have  been  reserved by all necessary corporate action in connection
     with  the  prospective  exercise of the Warrant. The Company covenants that
     all  Warrant Shares which may be issued upon exercise of Warrant will, upon
     payment  in  accordance  with  this  Agreement  be duly authorized, validly
     issued,  fully  paid, nonassessable, and free of and from all preemptive or
     stock  purchase rights, taxes, liens, charges, pledges, mortgages, security
     interests,  and  other  encumbrances  or  claims  of  any kind with respect
     thereto  except  as  created  by  such  Holder. The Company will supply the
     Transfer  Agent  with duly executed stock certificates for such purpose and
     will  provide  or otherwise make available any cash which may be payable as
     provided in Section 6.4 of this Agreement. The Company will furnish to such
                 -----------
     Transfer  Agent  a  copy  of  all  notices of adjustments, and certificates
     related thereto, transmitted to each Holder. Any Warrant surrendered in the
     exercise  of the rights thereby evidenced shall be, subject to the issuance
     of  replacement  Warrant  for the Warrant Shares not exercised at such time
     pursuant to Section 2.3, canceled by the Company.
                 -----------

          b. CANCELLATION OF WARRANT. In the event the Company shall purchase or
     otherwise acquire any Warrant, the same shall be canceled and retired.

SECTION 6. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The number
and  kind  of  securities  purchasable  upon the exercise of the Warrant and the
Exercise  Price  shall  be  subject  to  adjustment  from  time to time upon the
happening of certain events, as hereinafter discussed.

          a.  MECHANICAL  ADJUSTMENTS.  The number of Warrant Shares purchasable
     upon the exercise of the Warrant and the Exercise Price shall be subject to
     adjustment as follows:

               i.  SUBDIVISION  OR  COMBINATION  OF  SHARES. In case the Company
          shall  at  any time subdivide (including, without limitation through a
          stock  split or stock dividend) its outstanding shares of Common Stock
          into  a  greater  number  of  shares,  the  Exercise  Price  in effect
          immediately  prior to such subdivision shall be proportionally reduced

<PAGE>

          and  the  number  of  Warrant  Shares  purchasable  hereunder shall be
          proportionately  increased.  In  case  the  outstanding  shares of the
          Common  Stock  of  the  Company  shall be combined (including, without
          limitation  through  a  reverse  stock split) into a smaller number of
          shares,  the  Exercise  Price  in  effect  immediately  prior  to such
          combination  shall  be  proportionately  increased  and  the number of
          Warrant  Shares  purchasable  hereunder  shall  be  proportionately
          decreased.

               ii.  REORGANIZATION,  MERGER,  ETC.  In  case  of  any  capital
          reorganization,  reclassification or similar transaction involving the
          capital  stock  of  the  Company  (other  than  as provided in Section
          6(a)(ii)),  any  consolidation,  merger or business combination of the
          Company  with  another corporation, or the sale, conveyance or similar
          transaction  of  all  or  substantially  all  of its assets to another
          corporation,  shall  be  effected  in  such  a way that holders of the
          Common Stock shall be entitled to receive stock, securities, or assets
          (including  cash)  with  respect  to  or in exchange for shares of the
          Common  Stock,  then,   prior  to   and   as  a   condition   of  such
          reorganization,  reclassification,  consolidation,  merger,   business
          combination,  sale,  conveyance  or  similar  transaction,  lawful and
          adequate  provision  shall be made whereby the Holder shall thereafter
          have  the right to receive upon exercise of the Warrant and in lieu of
          the  Warrant  Shares,  such  shares  of  stock,  securities  or assets
          (including  cash)  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
          purchasable  upon the exercise of the Warrant had such reorganization,
          reclassification,  consolidation,  merger, business combination, sale,
          conveyance  or  similar transaction not taken place. In any such case,
          appropriate  provision  shall  be  made with respect to the rights and
          interests  of  the  Holder  to  the  end  that  the  provisions hereof
          (including,  without  limitation,  provisions  for  adjustment  of the
          Exercise  Price  and  of the number of Warrant Shares purchasable upon
          the exercise of the Warrant) shall thereafter be applicable, as nearly
          as  possible in relation to any stock, securities or assets thereafter
          deliverable upon the exercise of the Warrant.

               iii. RECORD DATE. The record date for the holders of Common Stock
          for  the  purpose of entitling them (a) to receive a dividend or other
          distribution  payable  in  shares  of  Common  Stock  or  Common Stock
          Equivalents, or (b) to subscribe for purchase or otherwise receive any
          shares  of  Common Stock or Common Stock Equivalents shall be the date
          determined  by  the  Board as the record date for such purposes or, if
          none  is  established  by the Board, then the record date shall be the
          date immediately prior to such action.

               iv. PROHIBITED ACTIONS. So long as a Warrant is outstanding, then
          the  Company  will  not  avoid  or  seek  to  avoid  the observance or
          performance  of  any  of the terms of this Agreement or the Warrant or
          take  any  action  which  results  in  the  occurrence  of  any of the
          foregoing,  but  will at all times in good faith carry out of all such
          terms  and take all such actions as may be necessary or appropriate in
          order  to  protect  the  rights  of  the Holder of the Warrant against
          dilution or other impairment.

               v.  ADJUSTMENT  NOTICES TO HOLDER. Whenever the number of Warrant
          Shares  purchasable  upon  the exercise of the Warrant or the Exercise

<PAGE>

          Price  of  such  Warrant  Shares  is adjusted, as herein provided, the
          Company shall, within ten (10) business days following the event which
          triggered  such  adjustment,  mail by first class, postage prepaid, to
          each Holder notice of such adjustment or adjustments and shall deliver
          to  each  Holder a copy of a certificate (an "Adjustment Certificate")
          of  either  the  Board  of  Directors  of  the Company or of a firm of
          independent  public  accountants selected by the Board of Directors of
          the  Company  (who  may  be  the  regular  accountants employed by the
          Company)  setting  forth the number of Warrant Shares purchasable upon
          the  exercise  of  the  Warrant and the Exercise Price of such Warrant
          Shares  after  such adjustment, setting forth a brief statement of the
          facts  requiring  such adjustment and setting forth the computation by
          which such adjustment was made.

               vi.  EXERCISE  PRICE  DEFINED.  As used in this Agreement and the
          Warrant,  the  term "Exercise Price" shall mean the purchase price per
          share specified in this Agreement and the Warrant until the occurrence
          of an event specified in this Section 6 and thereafter shall mean said
                                        ---------
          price,  as  adjusted  from  time  to  time,  in  accordance  with  the
          provisions of this Section 6.
                             ---------

               vii. ADJUSTMENTS: ADDITIONAL SHARES, SECURITIES OR ASSETS. In the
          event  that at any time, as a result of an adjustment made pursuant to
          this Section 6, the Holder shall, upon Exercise of the Warrant, become
               ---------
          entitled  to  receive  shares and/or other securities or assets (other
          than  Common  Stock) then, wherever appropriate, all references herein
          to shares of Common Stock shall be deemed to refer to and include such
          shares and/or other securities or assets; and thereafter the number of
          such shares and/or other securities or assets.

               viii.  COMPUTATION OF ADJUSTMENT. If any adjustment to the number
          of  shares  of Common Stock issuable upon the exercise of each Warrant
          or  any  adjustment  to  the  Exercise  Price  is required pursuant to
          Section  6  hereof, the number of shares of Common Stock issuable upon
          ----------
          exercise  of each Warrant or the Exercise Price shall be rounded up to
          the nearest 1/100th cent or 1/100th Share, as appropriate.

     6.2  NOTICE  OF  CONSOLIDATION  OR MERGER. If the Company shall at any time
consolidate or merge into any other corporation or transfer all or substantially
all  of  its assets, then the Company shall deliver written notice to the Holder
of  such merger, consolidation or sale of assets at least twenty (20) days prior
to  the  closing of such merger, consolidation or sale of assets and the Warrant
shall  terminate  and  expire  immediately  prior to the closing of such merger,
consolidation  or sale of assets. In addition, if the Company should be acquired
by  any  other  corporation, then this Warrant shall automatically be assumed by
such acquiring corporation, and it shall be a condition to such acquisition that
this  Warrant  be  converted into the right to purchase such securities, cash or
other  assets delivered to holders of common stock of the Company at closing, as
if this Warrant were exercised immediately prior to such closing.

     6.3  STATEMENT  ON  THE  WARRANT.  Irrespective  of  any adjustments in the
Exercise  Price or the number or kind of shares purchasable upon the exercise of
the  Warrant,  the  Warrant  theretofore  or  thereafter  issued may continue to
express  the  same  price  and  number  and  kind of shares as are stated in the
Warrant  initially  issuable pursuant to this Agreement; provided, however, that
the Warrant shall be exercisable on the terms set forth in the latest Adjustment
Certificate delivered pursuant to Section 6(a)(v) hereof.
                                  --------------

<PAGE>

SECTION 7. INTENTIONALLY LEFT BLANK.

SECTION  8.  NO  RIGHTS  AS STOCKHOLDER; NOTICES TO HOLDER. Nothing contained in
this  Agreement  or  in  the  Warrant  shall be construed as conferring upon the
Holder or its permitted transferees the right to vote or to receive dividends or
to  consent  to  or receive notice as a stockholder in respect of any meeting of
stockholders  for  the election of directors of the Company or any other matter,
or  any  rights  whatsoever  as a stockholder of the Company; provided that this
provision shall not limit the required notice as set forth in Section 6 hereof.
                                                              ---------

SECTION  9.  INSPECTION  OF  WARRANT AGREEMENT. The Company shall keep copies of
this Agreement and any and all notices given or received hereunder available for
inspection by the Holder during normal business hours at its principal office.

SECTION  10.  IDENTITY  OF TRANSFER AGENT. Forthwith upon the appointment of any
subsequent  transfer  agent  for  the  Common  Stock  or any other shares of the
Company's  capital  stock  issuable upon the exercise of the Warrant the Company
will  notify  the  Holder  of  the  name and address of such subsequent transfer
agent.

SECTION  11.  NOTICES.  Any  notices,  requests and demands by the Holder to the
Company  pursuant  to  this  Agreement  to  be  effective  shall  be  in writing
(including by facsimile), and, unless otherwise expressly provided herein, shall
be  deemed  to have been duly given or made when delivered by hand, or three (3)
days  after  being  deposited in the mail, postage prepaid, or, in the case of a
facsimile  notice,  when  received,  or, in the case of delivery by a nationally
recognized  overnight  courier,  when  received, addressed to the Company at the
address  listed  in  its most recently filed report with the Securities Exchange
Commission,  or  such  other address as may be provided by the Company to Holder
from time to time.

Any  notices, requests and demands by the Company to the Holder pursuant to this
Agreement  to  be  effective  shall be in writing (including by facsimile), and,
unless  otherwise  expressly  provided herein, shall be deemed to have been duly
given or made when delivered by hand, or three (3) days after being deposited in
the mail, postage prepaid, or, in the case of a facsimile notice, when received,
or,  in  the case of delivery by a nationally recognized overnight courier, when
received,  addressed  to  the  Holder  at  their addresses on the signature page
hereto.  Each  party  hereto  may  from time to time change the address to which
notices  to  it  are to be delivered or mailed hereunder by notice in writing to
the other party.

SECTION  12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance  with  the  laws  of  the  State  of Nevada, without giving effect to
principles of conflict of laws thereof The parties hereto agree to submit to the
jurisdiction  of  the  courts  of  the  State  of  California  in  any action or
proceeding  arising  out  of  or  relating to this Agreement. Venue for any such
actions  shall  be  in  the  state or federal courts of Atlanta, Georgia. In the
event  of  litigation,  the  prevailing  party  shall  be entitled to reasonable
attorneys' fees and costs.

SECTION 13. SUPPLEMENTS AND AMENDMENTS. The Company and the Holder may from time
to  time supplement or amend this Agreement in order to cure any ambiguity or to

<PAGE>

correct  or  supplement any provision contained herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions in
regard  to  matters  or  questions  arising  hereunder which the Company and the
Holder  may deem necessary or desirable and which shall not be inconsistent with
the provisions of the Warrant and which shall not adversely affect the interests
of  the  Holder.  Any  such  supplement  or amendment shall be effective only if
signed by the Company and the Holder.

SECTION 14. SUCCESSORS. All the covenants and provisions of this Agreement by or
for  the  benefit  of  the  Company  shall  bind and inure to the benefit of the
successors and assigns of the parties hereto.

SECTION  15.  BENEFITS  OF  THIS  AGREEMENT.  Nothing in this Agreement shall be
construed  to  confer upon any person other than the Company and the Holder (and
their respective successors and assigns) any legal or equitable right, remedy or
claim  under  this  Agreement  and  this  Agreement  shall  be  for the sole and
exclusive benefit of the Company and the Holder, and their respective assignees.

SECTION  16.  CAPTIONS. The captions of the Sections of this Agreement have been
inserted for convenience only and shall have no substantive effect.

SECTION  17.  COUNTERPARTS.  This  Agreement  may  be  executed in any number of
counterparts  each  of which when so executed shall be deemed to be an original;
but such counterparts together shall constitute but one and the same instrument.

SECTION  18.  LIMITATION  OF  LIABILITY.  No provision hereof, in the absence of
affirmative  action  by  any  Holder  to purchase shares of Common Stock, and no
enumeration herein of the rights or privileges of any Holder of a Warrant, shall
give  rise  to any liability of such Holder for the purchase price of any Common
Stock  or as a shareholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.

SECTION  19.  WAIVER AND COURSE OF DEALING. No course of dealing or any delay or
failure  to  exercise any right hereunder on the part of any party thereto shall
operate  as  a waiver of such right or otherwise prejudice the rights, powers or
remedies of such party.

SECTION  20.  THE  PARTIES  HEREBY  WAIVE  ANY  RIGHT  TO  TRIAL  BY JURY IN ANY
PROCEEDING  ARISING  OUT  OF  OR  RELATING  TO  THIS  AGREEMENT  OR  ANY  OF THE
CONTEMPLATED  TRANSACTIONS,  WHETHER  NOW  EXISTING  OR  HEREAFTER  ARISING, AND
WHETHER  SOUNDING  IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF
THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE
KNOWING,  VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO
WAIVE  TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO
THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN
A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

     IN  WITNESS  WHEREOF,  the  Company  has  caused  this Agreement to be duly
executed as of the day, month and year first above written.

<PAGE>

HOLDER:                                      THE COMPANY:
Vijay Alimchandani,                          NATIONAL PARKING SYSTEMS, INC.,
dba Financial Systems International.         a Nevada corporation

/s/ Vijay Alimchandani
-------------------------                    By: /s/ Marc Ebersole
Name:  Vijay Alimchandani                       -------------------
Title:                                          Name: Marc Ebersole
                                                Title: CEO

<PAGE>

                                     ANNEX A

THE  SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND  EXCHANGE  COMMISSION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR WITH
THE  SECURITIES COMMISSION OF ANY STATE UNDER ANY APPLICABLE STATE SECURITIES OR
BLUE  SKY  LAWS.  SECURITIES  MAY  NOT  BE  SOLD OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT  TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION EXEMPT FROM
THE  REGISTRATION  REQUIREMENTS  OF  THOSE  SECURITIES  LAWS.

Warrant No.                                                       500,000 Shares

                          COMMON STOCK PURCHASE WARRANT

                              Void After 5:00 P.M.
                        Pacific Time on November 1, 2010

     THIS  CERTIFIES THAT, for value received, Vijay Alimchandani, dba Financial
Systems  International,  the  registered  holder  of  this Common Stock Purchase
Warrant  (the  "Warrant")  or  permitted  assigns (the "Holder"), is entitled to
purchase  from  National  Parking  Systems,  Inc.,  a  Nevada  corporation  (the
"Company"), subject to Section 2.1 of the Warrant Agreement dated as of November
1,  2005,  by  and  between  the  Company  and Vijay Alimchandani, dba Financial
Systems  International  (the  "Warrant  Agreement"), at any time until 5:00 p.m.
Pacific  Time on November 1, 2010 (the "Expiration Date"), 500,000 shares of the
common  stock  of the Company (the "Common Stock") at a price per share of $1.00
per share (the "Purchase Price"). The number of shares purchasable upon exercise
of  this Warrant and the Purchase Price per share shall be subject to adjustment
from time to time as set forth in the Warrant Agreement.

     This  Warrant  is issued under and in accordance with the Warrant Agreement
and  is  subject to the terms and provisions contained in the Warrant Agreement,
all  of  which  are  incorporated  herein  by  reference.  A copy of the Warrant
Agreement  maybe  obtained  for  inspection  by  the  Holder hereof upon written
request to the Company.

     This  Warrant  may be exercised in whole or in part by presentation of this
Warrant  with  the Subscription Form, the form of which is attached hereto, duly
executed  and simultaneous payment of the Exercise Price (subject to adjustment)
at  the  principal office of the Company. Payment of such price shall be payable
at  the  option  of  the  Holder hereof in cash or by certified or official bank
check or wire transfer as set forth in the Warrant Agreement.

     This Warrant may be exercised in whole or in part. Upon partial exercise, a
Warrant  for  the  unexercised  portion  shall  be  delivered  to the Holder. No
fractional  shares  will  be  issued  upon  the exercise of this Warrant but the
Company  shall  pay  the  cash  value  of  any fraction upon the exercise of the
Warrant.

     The  Holder  hereof  maybe  treated  by  the  Company and all other persons
dealing  with  this  Warrant as the absolute owner hereof for any purpose and as
the  person  entitled  to  exercise  the  rights  represented  hereby, or to the
transfer  hereof  on  the  books  of  the  Company.  Any  notice to the contrary
notwithstanding,  and  until  such transfer on such books, the Company may treat
the Holder hereof as the owner for all purposes.

<PAGE>

     This  Warrant  does not entitle the Holder hereof to any of the rights as a
stockholder  of  the  Company  until  such  time as this Warrant is exercised in
accordance with the Warrant Agreement.

     NATIONAL  PARKING  SYSTEMS,  INC.,
     a  Nevada  corporation

     By:  /s/ Marc Ebersole
          -----------------------------
          Name: Marc Ebersole
          Title: CEO

<PAGE>

                                     ANNEX B

                                SUBSCRIPTION FORM

[INSERT DATE]

NATIONAL PARKING SYSTEMS, INC.

Attn:     President

Ladies and Gentlemen:

     [ ]   The undersigned hereby elects to exercise the warrant issued to it by
NATIONAL  PARKING  SYSTEMS,  INC.  (the  "Company")  pursuant  to   the  Warrant
Agreement,  between  the  Company  and Vijay Alimchandani, dba Financial Systems
International, dated November 1, 2005, (the "Warrant Agreement") and to purchase
thereunder             (          )  shares  of Common Stock of the Company (the
          ------------- ----------
"Shares") at a purchase price of                 Dollars ($       ) per share or
                                -----------------          -------
an aggregate purchase price of                 Dollars ($       ) (the "Purchase
                              -----------------          -------
Price").

     Pursuant  to  the  terms  of  the  Warrant  Agreement  the  undersigned has
delivered  the aggregate Purchase Price herewith in full in cash or by certified
check or wire transfer, if applicable.

     The  certificate(s) or other instruments for such shares shall be issued in
the name of the undersigned or as otherwise indicated below.

                                         Very truly yours,

                                        By:
                                           --------------------------

                                        Name:
                                             ------------------------

                                        Title:
                                              -----------------------

<PAGE>