THIS
          WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE
          NOT BEEN
          REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE
          SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MAY
          25, 2007,
          NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR
          ASSIGNED
          IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT FOR SUCH SECURITIES
          UNDER
          SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY
          FOR
          OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT
          REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION
          S
          UNDER SUCH ACT.

         

        Right
          to
          Purchase 250,000 Shares of Common Stock, $.0001 par value per share

         

        STOCK
          PURCHASE WARRANT

         

        THIS
          CERTIFIES THAT,
          for
          value received, AJW PARTNERS, LLC. or its registered assigns, is entitled
          to
          purchase from DealerAdvance, Inc., a Nevada corporation (the “Company”), at any
          time or from time to time during the period specified in Paragraph 2
          hereof, 250,000 fully paid and nonassessable shares of the Company’s Common
          Stock, $.0001 par value per share (the “Common Stock”), at an exercise price per
          share equal to $.05 (the “Exercise Price”). The term “Warrant Shares,” as used
          herein, refers to the shares of Common Stock purchasable hereunder. The
          Warrant
          Shares and the Exercise Price are subject to adjustment as provided in
          Paragraph
          4 hereof. The term “Warrants” means this Warrant and the other warrants issued
          pursuant to that certain Securities Purchase Agreement, dated May 25, 2007,
          by
          and among the Company and the Buyers listed on the execution page thereof
          (the
“Securities Purchase Agreement”), including any additional warrants issuable
          pursuant to Section 4(l) thereof. 

         

        This
          Warrant is subject to the following terms, provisions, and conditions:
          

         

        1.
          Manner of Exercise; Issuance of Certificates; Payment
          for
          Shares. Subject
          to the provisions hereof, this Warrant may be exercised by the holder hereof,
          in
          whole or in part, by the surrender of this Warrant, together with a completed
          exercise agreement in the form attached hereto (the “Exercise Agreement”), to
          the Company during normal business hours on any business day at the Company’s
          principal executive offices (or such other office or agency of the Company
          as it
          may designate by notice to the holder hereof), and upon (i) payment to
          the
          Company in cash, by certified or offi-cial bank check or by wire transfer
          for
          the account of the Company of the Exercise Price for the Warrant Shares
          specified in the 

         

        
          
             

          

          
             

            
              

            

          

          
             

          

           

        

        Exercise
          Agreement or (ii) if the resale of the Warrant Shares by the holder is
          not then
          registered pursuant to an effective registration statement under the Securities
          Act of 1933, as amended (the “Securities Act”), delivery to the Company of a
          written notice of an election to effect a “Cashless Exercise” (as defined in
          Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement.
          The Warrant Shares so purchased shall be deemed to be issued to the holder
          hereof or such holder’s designee, as the record owner of such shares, as of the
          close of business on the date on which this Warrant shall have been surrendered,
          the completed Exercise Agreement shall have been deliv-ered, and payment
          shall
          have been made for such shares as set forth above. Certifi-cates for the
          Warrant
          Shares so purchased, representing the aggregate number of shares specified
          in
          the Exercise Agreement, shall be delivered to the holder hereof within
          a
          reasonable time, not exceeding three (3) business days, after this Warrant
          shall
          have been so exercised. The certificates so delivered shall be in such
          denominations as may be requested by the holder hereof and shall be registered
          in the name of such holder or such other name as shall be designated by
          such
          holder. If this Warrant shall have been exercised only in part, then, unless
          this Warrant has expired, the Company shall, at its expense, at the time
          of
          delivery of such certificates, deliver to the holder a new Warrant representing
          the number of shares with respect to which this Warrant shall not then
          have been
          exercised. In addition to all other available remedies at law or in equity,
          if
          the Company fails to deliver certificates for the Warrant Shares within
          three
          (3) business days after this Warrant is exercised, then the Company shall
          pay to
          the holder in cash a penalty (the “Penalty”) equal to 2% of the number of
          Warrant Shares that the holder is entitled to multiplied by the Market
          Price (as
          hereinafter defined) for each day that the Company fails to deliver certificates
          for the Warrant Shares. For example, if the holder is entitled to 100,000
          Warrant Shares and the Market Price is $2.00, then the Company shall pay
          to the
          holder $4,000 for each day that the Company fails to deliver certificates
          for
          the Warrant Shares. The Penalty shall be paid to the holder by the fifth
          day of
          the month following the month in which it has accrued.

         

        Notwithstanding
          anything in this Warrant to the contrary, in no event shall the holder
          of this
          Warrant be entitled to exercise a number of Warrants (or portions thereof)
          in
          excess of the number of Warrants (or portions thereof) upon exercise of
          which
          the sum of (i) the number of shares of Common Stock beneficially owned
          by the
          holder and its affiliates (other than shares of Common Stock which may
          be deemed
          beneficially owned through the ownership of the unexercised Warrants and
          the
          unexercised or unconverted portion of any other securities of the Company
          (including the Notes (as defined in the Securities Purchase Agreement))
          subject
          to a limitation on conversion or exercise analogous to the limitation contained
          herein) and (ii) the number of shares of Common Stock issuable upon exercise
          of
          the Warrants (or portions thereof) with respect to which the determination
          described herein is being made, would result in beneficial ownership by
          the
          holder and its affiliates of more than 4.9% of the outstanding shares of
          Common
          Stock. 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, and Regulation 13D-G thereunder, except as otherwise
          provided in clause (i) of the preceding sentence. Notwithstanding anything
          to
          the contrary contained herein, the limitation on exercise of this Warrant
          set
          forth herein may not be amended without (i) the written consent of the
          holder
          hereof and the Company and (ii) the approval of a majority of shareholders
          of
          the Company.

         

        2.  Period
          of Exercise. This
          Warrant is exercisable at any time or from time to time on or after the
          date on
          which this Warrant is issued and delivered pursuant to the terms of the
          Securities Purchase Agreement and before 6:00 p.m., New York, New York
          time on
          the fifth (5th)
          anniversary of the date of issuance (the “Exercise Period”).

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        3.
          Certain Agreements of the Company.
The
          Company hereby covenants and agrees as follows:

         

        (a)
          Shares
          to be Fully Paid.
          All
          Warrant Shares will, upon issuance in accordance with the terms of this
          Warrant,
          be validly issued, fully paid, and nonassessable and free from all taxes,
          liens,
          and charges with respect to the issue thereof.

         

        (b)
          Reservation
          of Shares.
          During
          the Exercise Period, the Company shall at all times have authorized, and
          reserved for the purpose of issuance upon exercise of this Warrant, a
          suf-ficient number of shares of Common Stock to provide for the exercise
          of this
          Warrant.

         

        (c)
          Listing.
          The
          Company shall promptly secure the listing of the shares of Common Stock
          issuable
          upon exercise of the Warrant upon each national securities exchange or
          automated
          quotation system, if any, upon which shares of Common Stock are then listed
          (subject to official notice of issuance upon exercise of this Warrant)
          and shall
          maintain, so long as any other shares of Common Stock shall be so listed,
          such
          listing of all shares of Common Stock from time to time issuable upon the
          exercise of this Warrant; and the Company shall so list on each national
          securities exchange or automated quotation system, as the case may be,
          and shall
          maintain such listing of, any other shares of capital stock of the Company
          issuable upon the exercise of this Warrant if and so long as any shares
          of the
          same class shall be listed on such national securities exchange or automated
          quotation system.

         

        (d)
          Certain
          Actions Prohibited.
          The
          Company will not, by amendment of its charter or through any re-organi-zation,
          transfer of assets, consolidation, mer-ger, dissolution, issue or sale
          of
          securities, or any other voluntary action, avoid or seek to avoid the observance
          or performance of any of the terms to be observed or performed by it hereunder,
          but will at all times in good faith assist in the carrying out of all the
          provisions of this Warrant and in the taking of all such action as may
          reasonably be requested by the holder of this Warrant in order to protect
          the
          exercise privilege of the holder of this Warrant against dilu-tion or other
          impairment, consistent with the tenor and purpose of this Warrant. Without
          limiting the general-ity of the foregoing, the Company (i) will not increase
          the
          par value of any shares of Common Stock receivable upon the exercise of
          this
          Warrant above the Exercise Price then in effect, and (ii) will take all
          such
          actions as may be necessary or appropriate in order that the Company may
          validly
          and legally issue fully paid and nonassessable shares of Common Stock upon
          the
          exercise of this Warrant.

         

        (e)
          Successors
          and Assigns.
          This
          Warrant will be binding upon any entity succeeding to the Company by merger,
          consolidation, or acquisition of all or sub-stantially all the Company’s
          assets.

         

        4.
          Antidilution Provisions.
During
          the Exercise Period, the Exercise Price and the number of Warrant Shares
          shall
          be subject to adjustment from time to time as provided in this Paragraph
          4.

         

        In
          the
          event that any adjustment of the Exercise Price as required herein results
          in a
          fraction of a cent, such Exercise Price shall be rounded up to the nearest
          cent.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        (a)
          Adjustment
          of Exercise Price and Number of Shares upon Issuance of Common
          Stock.
          Except
          as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever
          on or
          after the date of issuance of this Warrant, the Company issues or sells,
          or in
          accordance with Paragraph 4(b) hereof is deemed to have issued or sold,
          any
          shares of Common Stock for no consideration or for a consideration per
          share
          (before deduction of reasonable expenses or commissions or underwriting
          discounts or allowances in connection therewith) less than the Market Price
          on
          the date of issuance (a “Dilutive Issuance”), then immediately upon the Dilutive
          Issuance, the Exercise Price will be reduced to a price determined by
          multiplying the Exercise Price in effect immediately prior to the Dilutive
          Issuance by a fraction, (i) the numerator of which is an amount equal to
          the sum
          of (x) the number of shares of Common Stock actually outstanding immediately
          prior to the Dilutive Issuance, plus (y) the quotient of the aggregate
          consideration, calculated as set forth in Paragraph 4(b) hereof, received
          by the
          Company upon such Dilutive Issuance divided by the Market Price in effect
          immediately prior to the Dilutive Issuance, and (ii) the denominator of
          which is
          the total number of shares of Common Stock Deemed Outstanding (as defined
          below)
          immediately after the Dilutive Issuance. 

         

        (b)
          Effect
          on Exercise Price of Certain Events.
          For
          purposes of determining the adjusted Exercise Price under Paragraph 4(a)
          hereof,
          the following will be applicable:

         

        (i)
          Issuance
          of Rights or Options.
          If the
          Company in any manner issues or grants any warrants, rights or options,
          whether
          or not immediately exercisable, to subscribe for or to purchase Common
          Stock or
          other securities convertible into or exchangeable for Common Stock (“Convertible
          Securities”) (such warrants, rights and options to purchase Common Stock or
          Convertible Securities are hereinafter referred to as “Options”) and the price
          per share for which Common Stock is issuable upon the exercise of such
          Options
          is less than the Market Price on the date of issuance or grant of such
          Options,
          then the maximum total number of shares of Common Stock issuable upon the
          exercise of all such Options will, as of the date of the issuance or grant
          of
          such Options, be deemed to be outstanding and to have been issued and sold
          by
          the Company for such price per share. For purposes of the preceding sentence,
          the “price per share for which Common Stock is issuable upon the exercise of
          such Options” is determined by dividing (i) the total amount, if any, received
          or receivable by the Company as consideration for the issuance or granting
          of
          all such Options, plus the minimum aggregate amount of additional consideration,
          if any, payable to the Company upon the exercise of all such Options, plus,
          in
          the case of Convertible Securities issuable upon the exercise of such Options,
          the minimum aggregate amount of additional consideration payable upon the
          conversion or exchange thereof at the time such Convertible Securities
          first
          become convertible or exchangeable, by (ii) the maximum total number of
          shares
          of Common Stock issuable upon the exercise of all such Options (assuming
          full
          conversion of Convertible Securities, if applicable). No further adjustment
          to
          the Exercise Price will be made upon the actual issuance of such Common
          Stock
          upon the exercise of such Options or upon the conversion or exchange of
          Convertible Securities issuable upon exercise of such Options.

         

        (ii)
          Issuance
          of Convertible Securities.
          If the
          Company in any manner issues or sells any Convertible Securities, whether
          or not
          immediately convertible (other than where the same are issuable upon the
          exercise of Options) and the price per share for which Common Stock is
          issuable
          upon such conversion or exchange is less than the Market Price on the date
          of
          issuance, then the maximum total number of shares of Common Stock issuable
          upon
          the conversion or exchange of all such Convertible Securities will, as
          of the
          date of the issuance of such Convertible Securities, be deemed to be outstanding
          and to have been issued and sold by the Company for such price per share.
          For
          the purposes of the preceding sentence, the “price per share for which Common
          Stock is issuable upon such conversion or exchange” is determined by dividing
          (i) the total amount, if any, received or receivable by the Company as
          consideration for the issuance or sale of all such Convertible Securities,
          plus
          the minimum aggregate amount of additional consideration, if any, payable
          to the
          Company upon the conversion or exchange thereof at the time such Convertible
          Securities first become convertible or exchangeable, by (ii) the maximum
          total
          number of shares of Common Stock issuable upon the conversion or exchange
          of all
          such Convertible Securities. No further adjustment to the Exercise Price
          will be
          made upon the actual issuance of such Common Stock upon conversion or exchange
          of such Convertible Securities.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        (iii)
          Change
          in Option Price or Conversion Rate.
          If there
          is a change at any time in (i) the amount of additional consideration payable
          to
          the Company upon the exercise of any Options; (ii) the amount of additional
          consideration, if any, payable to the Company upon the conversion or exchange
          of
          any Convertible Securities; or (iii) the rate at which any Convertible
          Securities are convertible into or exchangeable for Common Stock (other
          than
          under or by reason of provisions designed to protect against dilution),
          the
          Exercise Price in effect at the time of such change will be readjusted
          to the
          Exercise Price which would have been in effect at such time had such Options
          or
          Convertible Securities still outstanding provided for such changed additional
          consideration or changed conversion rate, as the case may be, at the time
          initially granted, issued or sold.

         

        (iv)
          Treatment
          of Expired Options and Unexercised Convertible
          Securities.
          If, in
          any case, the total number of shares of Common Stock issuable upon exercise
          of
          any Option or upon conversion or exchange of any Convertible Securities
          is not,
          in fact, issued and the rights to exercise such Option or to convert or
          exchange
          such Convertible Securities shall have expired or terminated, the Exercise
          Price
          then in effect will be readjusted to the Exercise Price which would have
          been in
          effect at the time of such expiration or termination had such Option or
          Convertible Securities, to the extent outstanding immediately prior to
          such
          expiration or termination (other than in respect of the actual number of
          shares
          of Common Stock issued upon exercise or conversion thereof), never been
          issued.

         

        (v)
          Calculation
          of Consideration Received.
          If any
          Common Stock, Options or Convertible Securities are issued, granted or
          sold for
          cash, the consideration received therefor for purposes of this Warrant
          will be
          the amount received by the Company therefor, before deduction of reasonable
          commissions, underwriting discounts or allowances or other reasonable expenses
          paid or incurred by the Company in connection with such issuance, grant
          or sale.
          In case any Common Stock, Options or Convertible Securities are issued
          or sold
          for a consideration part or all of which shall be other than cash, the
          amount of
          the consideration other than cash received by the Company will be the fair
          value
          of such consideration, except where such consideration consists of securities,
          in which case the amount of consideration received by the Company will
          be the
          Market Price thereof as of the date of receipt. In case any Common Stock,
          Options or Convertible Securities are issued in connection with any acquisition,
          merger or consolidation in which the Company is the surviving corporation,
          the
          amount of consideration therefor will be deemed to be the fair value of
          such
          portion of the net assets and business of the non-surviving corporation
          as is
          attributable to such Common Stock, Options or Convertible Securities, as
          the
          case may be. The fair value of any consideration other than cash or securities
          will be determined in good faith by the Board of Directors of the
          Company.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        (vi)
          Exceptions
          to Adjustment of Exercise Price.
          No
          adjustment to the Exercise Price will be made (i) upon the exercise of
          any
          warrants, options or convertible securities granted, issued and outstanding
          on
          the date of issuance of this Warrant; (ii) upon the grant or exercise of
          any
          stock or options which may hereafter be granted or exercised under any
          employee
          benefit plan, stock option plan or restricted stock plan of the Company
          now
          existing or to be implemented in the future, so long as the issuance of
          such
          stock or options is approved by a majority of the independent members of
          the
          Board of Directors of the Company or a majority of the members of a committee
          of
          independent directors established for such purpose; or (iii) upon the exercise
          of the Warrants.

         

        (c)
          Subdivision
          or Combination of Common Stock.
          If the
          Company at any time subdivides (by any stock split, stock dividend,
          recapitalization, reorganization, reclassification or otherwise) the shares
          of
          Common Stock acquirable hereunder into a greater number of shares, then,
          after
          the date of record for effecting such subdivision, the Exercise Price in
          effect
          immediately prior to such subdivision will be proportionately reduced.
          If the
          Company at any time combines (by reverse stock split, recapitalization,
          reorganization, reclassification or otherwise) the shares of Common Stock
          acquirable hereunder into a smaller number of shares, then, after the date
          of
          record for effecting such combination, the Exercise Price in effect immediately
          prior to such combination will be proportionately increased.

         

        (d)
          Adjustment
          in Number of Shares.
          Upon
          each adjustment of the Exercise Price pursuant to the provisions of this
          Paragraph 4, the number of shares of Common Stock issuable upon exercise
          of this
          Warrant shall be adjusted by multiplying a number equal to the Exercise
          Price in
          effect immediately prior to such adjustment by the number of shares of
          Common
          Stock issuable upon exercise of this Warrant immediately prior to such
          adjustment and dividing the product so obtained by the adjusted Exercise
          Price.

         

        (e)
          Consolidation,
          Merger or Sale.
          In case
          of any consolidation of the Company with, or merger of the Company into
          any
          other corporation, or in case of any sale or conveyance of all or substantially
          all of the assets of the Company other than in connection with a plan of
          complete liquidation of the Company, then as a condition of such consolidation,
          merger or sale or conveyance, adequate provision will be made whereby the
          holder
          of this Warrant will have the right to acquire and receive upon exercise
          of this
          Warrant in lieu of the shares of Common Stock immediately theretofore acquirable
          upon the exercise of this Warrant, such shares of stock, securities or
          assets as
          may be issued or payable with respect to or in exchange for the number
          of shares
          of Common Stock immediately theretofore acquirable and receivable upon
          exercise
          of this Warrant had such consolidation, merger or sale or conveyance not
          taken
          place. In any such case, the Company will make appropriate provision to
          insure
          that the provisions of this Paragraph 4 hereof will thereafter be applicable
          as
          nearly as may be in relation to any shares of stock or securities thereafter
          deliverable upon the exercise of this Warrant. The Company will not effect
          any
          consolidation, merger or sale or conveyance unless prior to the consummation
          thereof, the successor corporation (if other than the Company) assumes
          by
          written instrument the obligations under this Paragraph 4 and the obligations
          to
          deliver to the holder of this Warrant such shares of stock, securities
          or assets
          as, in accordance with the foregoing provisions, the holder may be entitled
          to
          acquire.

         

        (f)
          Distribution
          of Assets.
          In case
          the Company shall declare or make any distribution of its assets (including
          cash) to holders of Common Stock as a partial liquidating dividend, by
          way of
          return of capital or otherwise, then, after the date of record for determining
          shareholders entitled to such distribution, but prior to the date of
          distribution, the holder of this Warrant shall be entitled upon exercise
          of this
          Warrant for the purchase of any or all of the shares of Common Stock subject
          hereto, to receive the amount of such assets which would have been payable
          to
          the holder had such holder been the holder of such shares of Common Stock
          on the
          record date for the determination of shareholders entitled to such
          distribution.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        (g)
          Notice
          of Adjustment.
          Upon the
          occurrence of any event which requires any adjustment of the Exercise Price,
          then, and in each such case, the Company shall give notice thereof to the
          holder
          of this Warrant, which notice shall state the Exercise Price resulting
          from such
          adjustment and the increase or decrease in the number of Warrant Shares
          purchasable at such price upon exercise, setting forth in reasonable detail
          the
          method of calculation and the facts upon which such calculation is based.
          Such
          calculation shall be certified by the Chief Financial Officer of the
          Company.

         

        (h)
          Minimum
          Adjustment of Exercise Price.
          No
          adjustment of the Exercise Price shall be made in an amount of less than
          1% of
          the Exercise Price in effect at the time such adjustment is otherwise required
          to be made, but any such lesser adjustment shall be carried forward and
          shall be
          made at the time and together with the next subsequent adjustment which,
          together with any adjustments so carried forward, shall amount to not less
          than
          1% of such Exercise Price.

         

        (i)
          No
          Fractional Shares.
          No
          fractional shares of Common Stock are to be issued upon the exercise of
          this
          Warrant, but the Company shall pay a cash adjustment in respect of any
          fractional share which would otherwise be issuable in an amount equal to
          the
          same fraction of the Market Price of a share of Common Stock on the date
          of such
          exercise.

         

        (j)
          Other
          Notices.
          In case
          at any time:

         

        (i)
          the
          Company shall declare any dividend upon the Common Stock payable in shares
          of
          stock of any class or make any other distribution (including dividends
          or
          distributions payable in cash out of retained earnings) to the holders
          of the
          Common Stock;

         

        (ii)
          the
          Company shall offer for subscription pro rata to the holders of the Common
          Stock
          any additional shares of stock of any class or other rights;

         

        (iii)
          there
          shall be any capital reorganiza-tion of the Company, or reclassification
          of the
          Common Stock, or consolidation or merger of the Company with or into, or
          sale of
          all or substan-tially all its assets to, another corporation or entity;
          or

         

        (iv)
          there
          shall be a voluntary or involun-tary dissolution, liquidation or winding
          up of
          the Company;

         

        then,
          in
          each such case, the Company shall give to the holder of this Warrant (a)
          notice
          of the date on which the books of the Company shall close or a record shall
          be
          taken for determining the holders of Common Stock entitled to receive any
          such
          divi-dend, distribution, or subscription rights or for determining the
          holders
          of Common Stock entitled to vote in respect of any such reorganization,
          reclassification, consolidation, merger, sale, dissolution, liquidation
          or
          winding-up and (b) in the case of any such reorganization, reclassification,
          consolidation, merger, sale, dissolution, liquidation or winding-up, notice
          of
          the date (or, if not then known, a reasonable approximation thereof by
          the
          Company) when the same shall take place. Such notice shall also specify
          the date
          on which the holders of Common Stock shall be entitled to receive such
          dividend,
          distribution, or subscription rights or to exchange their Common Stock
          for stock
          or other securities or property deliverable upon such reorganization,
          re-classification, consolidation, merger, sale, dissolution, liquidation,
          or
          winding-up, as the case may be. Such notice shall be given at least thirty
          (30)
          days prior to the record date or the date on which the Company’s books are
          closed in respect thereto. Failure to give any such notice or any defect
          therein
          shall not affect the validity of the proceedings referred to in clauses
          (i),
          (ii), (iii) and (iv) above.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        (k)
          Certain
          Events.
          If any
          event occurs of the type contemplated by the adjustment provisions of this
          Paragraph 4 but not expressly provided for by such provisions, the Company
          will
          give notice of such event as provided in Paragraph 4(g) hereof, and the
          Company’s Board of Directors will make an appropriate adjustment in the Exercise
          Price and the number of shares of Common Stock acquirable upon exercise
          of this
          Warrant so that the rights of the holder shall be neither enhanced nor
          diminished by such event.

         

        (l)
          Certain
          Definitions. 

         

        (i)
          “Common
          Stock Deemed Outstanding”
          shall
          mean the number of shares of Common Stock actually outstanding (not including
          shares of Common Stock held in the treasury of the Company), plus (x) pursuant
          to Paragraph 4(b)(i) hereof, the maximum total number of shares of Common
          Stock
          issuable upon the exercise of Options, as of the date of such issuance
          or grant
          of such Options, if any, and (y) pursuant to Paragraph 4(b)(ii) hereof,
          the
          maximum total number of shares of Common Stock issuable upon conversion
          or
          exchange of Convertible Securities, as of the date of issuance of such
          Convertible Securities, if any. 

         

        (ii)
          “Market
          Price,”
          as of
          any date, (i) means the average of the last reported sale prices for the
          shares
          of Common Stock on the OTCBB for the five (5) Trading Days immediately
          preceding
          such date as reported by Bloomberg, or (ii) if the OTCBB is not the principal
          trading market for the shares of Common Stock, the average of the last
          reported
          sale prices on the principal trading market for the Common Stock during
          the same
          period as reported by Bloomberg, or (iii) if market value cannot be calculated
          as of such date on any of the foregoing bases, the Market Price shall be
          the
          fair market value as reasonably determined in good faith by (a) the Board
          of
          Directors of the Company or, at the option of a majority-in-interest of
          the
          holders of the outstanding Warrants by (b) an independent investment bank
          of
          nationally recognized standing in the valuation of businesses similar to
          the
          business of the corporation. The manner of determining the Market Price
          of the
          Common Stock set forth in the foregoing definition shall apply with respect
          to
          any other security in respect of which a determination as to market value
          must
          be made hereunder.

         

        (iii)
          “Common
          Stock,”
          for
          purposes of this Paragraph 4, includes the Common Stock, par value $.0001
          per
          share, and any additional class of stock of the Company having no preference
          as
          to dividends or distributions on liquidation, provided that the shares
          purchasable pursuant to this Warrant shall include only shares of Common
          Stock,
          par value $.0001 per share, in respect of which this Warrant is exercisable,
          or
          shares resulting from any subdivision or combination of such Common Stock,
          or in
          the case of any reorganization, reclassification, consolidation, merger,
          or sale
          of the character referred to in Paragraph 4(e) hereof, the stock or other
          securities or property provided for in such Paragraph.

         

        5.
          Issue Tax. The
          issuance of certificates for Warrant Shares upon the exercise of this Warrant
          shall be made without charge to the holder of this Warrant or such shares
          for
          any issuance tax or other costs in respect thereof, provided that the Company
          shall not be required to pay any tax which may be payable in respect of
          any
          transfer involved in the issuance and delivery of any certificate in a
          name
          other than the holder of this Warrant.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        6.
          No Rights or Liabilities as a
          Shareholder. This
          Warrant shall not entitle the holder hereof to any voting rights or other
          rights
          as a shareholder of the Company. No provision of this Warrant, in the absence
          of
          affirmative action by the holder hereof to purchase Warrant Shares, and
          no mere
          enumeration herein of the rights or privileges of the holder hereof, shall
          give
          rise to any liability of such holder for the Exercise Price or as a shareholder
          of the Company, whether such liability is asserted by the Company or by
          creditors of the Company.

         

        7.
          Transfer,
          Exchange, and Replacement of Warrant.

         

        (a)
          Restriction
          on Transfer.
          This
          Warrant and the rights granted to the holder hereof are transferable, in
          whole
          or in part, upon surrender of this Warrant, together with a properly executed
          assignment in the form attached hereto, at the office or agency of the
          Company
          referred to in Paragraph 7(e) below, pro-vided, however, that any transfer
          or assignment shall be subject to the conditions set forth in Paragraph
          7(f)
          hereof and to the applicable provisions of the Securities Purchase Agreement.
          Until due presentment for registration of transfer on the books of the
          Company,
          the Company may treat the registered holder hereof as the owner and holder
          hereof for all purposes, and the Company shall not be affected by any notice
          to
          the con-trary. Notwithstanding anything to the contrary contained herein,
          the
          registration rights described in Paragraph 8 are assignable only in accordance
          with the provisions of that certain Registration Rights Agreement, dated
          June
          18, 2004, by and among the Company and the other signatories thereto (the
          “Registration Rights Agreement”).

         

        (b)
          Warrant
          Exchangeable for Different Denomina-tions.
          This
          Warrant is exchange-able, upon the surrender hereof by the holder hereof
          at the
          office or agency of the Company referred to in Paragraph 7(e) below, for
          new
          Warrants of like tenor representing in the aggregate the right to purchase
          the
          number of shares of Common Stock which may be purchased hereunder, each
          of such
          new Warrants to represent the right to purchase such number of shares as
          shall
          be designated by the holder hereof at the time of such surrender.

         

        (c)
          Replacement
          of Warrant.
          Upon
          receipt of evi-dence 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 destruc-tion, upon delivery of an indemnity agreement reason-ably
          satisfactory in form and amount to the Company, or, in the case of any
          such
          mutilation, upon surrender and cancellation of this Warrant, the Company,
          at its
          expense, will execute and deliver, in lieu thereof, a new Warrant of like
          tenor.

         

        (d)
          Cancellation;
          Payment of Expenses.
          Upon the
          surrender of this Warrant in connection with any trans-fer, exchange, or
          replacement as provided in this Paragraph 7, this Warrant shall be promptly
          canceled by the Company. The Company shall pay all taxes (other than securities
          transfer taxes) and all other expenses (other than legal expenses, if any,
          incurred by the holder or transferees) and charges payable in connection
          with
          the preparation, execution, and delivery of Warrants pursuant to this Paragraph
          7.

         

        (e)
          Register.
          The
          Company shall maintain, at its principal executive offices (or such other
          office
          or agency of the Company as it may designate by notice to the holder hereof),
          a
          register for this Warrant, in which the Company shall record the name and
          address of the person in whose name this Warrant has been issued, as well
          as the
          name and address of each transferee and each prior owner of this
          Warrant.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        (f)
          Exercise
          or Transfer Without Registration.
          If, at
          the time of the surrender of this Warrant in connection with any exercise,
          transfer, or exchange of this Warrant, this Warrant (or, in the case of
          any
          exercise, the Warrant Shares issuable hereunder), shall not be registered
          under
          the Securities Act of 1933, as amended (the “Securities Act”) and under
          applicable state securities or blue sky laws, the Company may require,
          as a
          condition of allowing such exercise, transfer, or exchange, (i) that the
          holder
          or transferee of this Warrant, as the case may be, furnish to the Company
          a
          written opinion of counsel, which opinion and counsel are acceptable to
          the
          Company, to the effect that such exercise, transfer, or exchange may be
          made
          without registration under said Act and under applicable state securities
          or
          blue sky laws, (ii) that the holder or transferee execute and deliver to
          the
          Company an investment letter in form and substance acceptable to the Company
          and
          (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)
          promulgated under the Securities Act; provided that no such opinion, letter
          or
          status as an “accredited investor” shall be required in connection with a
          transfer pursuant to Rule 144 under the Securities Act. The first holder
          of this
          Warrant, by taking and holding the same, represents to the Company that
          such
          holder is acquiring this Warrant for investment and not with a view to
          the
          distribution thereof. 

         

        8.
          Registration Rights.
The
          initial holder of this Warrant (and certain assignees thereof) is entitled
          to
          the benefit of such registration rights in respect of the Warrant Shares
          as are
          set forth in Section 2 of the Registration Rights Agreement.

         

        9.
          Notices. All
          notices, requests, and other communications required or permitted to be
          given or
          delivered hereunder to the holder of this Warrant shall be in writing,
          and shall
          be personally delivered, or shall be sent by certified or registered mail
          or by
          recognized overnight mail courier, postage prepaid and addressed, to such
          holder
          at the address shown for such holder on the books of the Company, or at
          such
          other address as shall have been furnished to the Company by notice from
          such
          holder. All notices, requests, and other communications required or permitted
          to
          be given or delivered hereunder to the Company shall be in writing, and
          shall be
          personally delivered, or shall be sent by certified or registered mail
          or by
          recognized overnight mail courier, postage prepaid and addressed, to the
          office
          of the Company at 16801 Addison Road, Suite 310, Addison, TX 75001, Attention:
          President and Chief Executive Officer, or at such other address as shall
          have
          been furnished to the holder of this Warrant by notice from the Company.
          Any
          such notice, request, or other communication may be sent by facsimile,
          but shall
          in such case be subsequently confirmed by a writing personally delivered
          or sent
          by certified or registered mail or by recognized overnight mail courier
          as
          provided above. All notices, requests, and other communications shall be
          deemed
          to have been given either at the time of the receipt thereof by the person
          entitled to re-ceive such notice at the address of such person for purposes
          of
          this Paragraph 9, or, if mailed by registered or certified mail or with
          a
          recognized overnight mail courier upon deposit with the United States Post
          Office or such overnight mail courier, if postage is prepaid and the mailing
          is
          properly addressed, as the case may be.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        10.  Governing
          Law. THIS
          WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
          THE LAWS
          OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
          ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT
          OF
          LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF
          THE
          UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT
          TO ANY
          DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION
          HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES
          IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
          OF
          SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS
          UPON
          A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
          SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING
          HEREIN
          SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
          BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY
          SUCH SUIT
          OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
          BY
          SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES
          NOT
          PREVAIL IN ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE
          FOR ALL
          FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY
          IN CONNECTION WITH SUCH DISPUTE.

         

        11.
          Miscellaneous.

         

        (a)
          Amendments.
          This
          Warrant and any provision hereof may only be amended by an instrument in
          writing
          signed by the Company and the holder hereof.

         

        (b)
          Descriptive
          Headings.
          The
          descriptive headings of the several paragraphs of this Warrant are in-serted
          for
          purposes of reference only, and shall not affect the meaning or construction
          of
          any of the provisions hereof.

         

        (c)
          Cashless
          Exercise.
          Notwithstanding anything to the contrary contained in this Warrant, if
          the
          resale of the Warrant Shares by the holder is not then registered pursuant
          to an
          effective registration statement under the Securities Act, this Warrant
          may be
          exercised by presentation and surrender of this Warrant to the Company
          at its
          principal executive offices with a written notice of the holder’s intention to
          effect a cashless exercise, including a calculation of the number of shares
          of
          Common Stock to be issued upon such exercise in accordance with the terms
          hereof
          (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying
          the Exercise Price in cash, the holder shall surrender this Warrant for
          that
          number of shares of Common Stock determined by multiplying the number of
          Warrant
          Shares to which it would otherwise be entitled by a fraction, the numerator
          of
          which shall be the difference between the then current Market Price per
          share of
          the Common Stock and the Exercise Price, and the denominator of which shall
          be
          the then current Market Price per share of Common Stock. For example, if
          the
          holder is exercising 100,000 Warrants with a per Warrant exercise price
          of $0.75
          per share through a cashless exercise when the Common Stock’s current Market
          Price per share is $2.00 per share, then upon such Cashless Exercise the
          holder
          will receive 62,500 shares of Common Stock.

         

        (d)
          Remedies.
          The
          Company acknowledges that a breach by it of its obligations hereunder will
          cause
          irreparable harm to the holder, by vitiating the intent and purpose of
          the
          transaction contemplated hereby. Accordingly, the Company acknowledges
          that the
          remedy at law for a breach of its obligations under this Warrant will be
          inadequate and agrees, in the event of a breach or threatened breach by
          the
          Company of the provisions of this Warrant, that the holder shall be entitled,
          in
          addition to all other available remedies at law or in equity, and in addition
          to
          the penalties assessable herein, to an injunction or injunctions restraining,
          preventing or curing any breach of this Warrant and to enforce specifically
          the
          terms and provisions thereof, without the necessity of showing economic
          loss and
          without any bond or other security being required.

        


         

        [REMAINDER
          OF PAGE INTENTIONALLY LEFT BLANK]

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        


        IN
          WITNESS WHEREOF,
          the
          Company has caused this Warrant to be signed by its duly authorized
          officer.

         

        
          	 	DEALERADVANCE,
                  INC. 
	 	 	 
	 	By: 	_________________________ 
	 	 	Steven E. Humphries 
	 	 	President and Chief Executive
                  Officer 


        

         

        Dated
          as
          of May 25, 2007

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        


        FORM
          OF EXERCISE AGREEMENT

        


         

        Dated:
          ________ __, 200_

         

        To: ______________________

         

        The
          undersigned, pursuant to the provisions set forth in the within Warrant,
          hereby
          agrees to purchase ________ shares of Common Stock covered by such Warrant,
          and
          makes pay-ment herewith in full therefor at the price per share provided
          by such
          Warrant in cash or by certified or official bank check in the amount of,
          or, if
          the resale of such Common Stock by the undersigned is not currently registered
          pursuant to an effective registration statement under the Securities Act
          of
          1933, as amended, by surrender of securities issued by the Company (including
          a
          portion of the Warrant) having a market value (in the case of a portion
          of this
          Warrant, determined in accordance with Section 11(c) of the Warrant) equal
          to
          $_________. Please issue a certificate or certifi-cates for such shares
          of
          Common Stock in the name of and pay any cash for any fractional share
          to:

         

         

        
          	 	
                  Name:______________________________

                  


                  


                  Signature: 

                  Address:____________________________

                  ___________________________________

                  


                  


                  Note: 
                    The
                    above signature should correspond exactly with the name on the
                    face of the
                    within Warrant, if
                    applicable. 

                


        

        


         

        and,
          if
          said number of shares of Common Stock shall not be all the shares purchasable
          under the within Warrant, a new Warrant is to be issued in the name of
          said
          undersigned covering the balance of the shares purchasable thereunder less
          any
          frac-tion of a share paid in cash.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        


        FORM
          OF ASSIGNMENT

         

        FOR
          VALUE RECEIVED,
          the
          undersigned hereby sells, assigns, and transfers all the rights of the
          undersigned under the within Warrant, with respect to the number of shares
          of
          Common Stock covered thereby set forth hereinbelow, to:

         

        
          	Name of Assignee 	
                  Address 

                	
                  No
                    of
                    Shares 

                


        

         

        ,
          and
          hereby irrevocably constitutes and appoints ___________________________________
          as agent and attorney-in-fact to trans-fer said Warrant on the books of
          the
          within-named corporation, with full power of substitution in the
          premises.

        


         

        Dated: ________
          __, 200_

         

        
          	In the presence of: 	____________________________ 
	 	Name:___________________________ 
	 	 
	 	Signature:________________________ 
	 	Title of Signing Officer or Agent
                  (if
                  any): 
	 	              
                  _____________________ 
	 	Address:   
                  ________________________
	 	              
                  _____________________ 
	 	 
	 	
                  Note:  
                    The
                    above signature should correspond exactly with the name on the
                    face of the
                    within Warrant, if
                    applicable.