EXECUTION
      VERSION

     

    
      +THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.

      


      SERIES
        A
        WARRANT TO PURCHASE

      


      SHARES
        OF
        COMMON STOCK

      


      OF

      


      JUMA
        TECHNOLOGY CORP.

      


      Expires
        November 29, 2012

       

      
        	
                No.:
                  W-A-01

              	
                Number
                  of Shares: 7,300,000

              
	
                Date
                  of Issuance: November 29, 2007

              


      

      


      FOR
        VALUE
        RECEIVED, the undersigned, JUMA TECHNOLOGY CORP., a Delaware corporation
        (together with its successors and assigns, the “Issuer”),
        hereby certifies that Vision Opportunity Master Fund, Ltd. or its registered
        assigns is entitled to subscribe for and purchase, during the Term (as
        hereinafter defined), up to 7,300,000 shares (subject to adjustment as
        hereinafter provided) of the duly authorized, validly issued, fully paid
        and
        non-assessable Common Stock of the Issuer, at an exercise price per share
        equal
        to the Warrant Price then in effect, subject, however, to the provisions
        and
        upon the terms and conditions hereinafter set forth. Capitalized terms used
        in
        this Warrant and not otherwise defined herein shall have the respective meanings
        specified in Section
        8
        hereof.

      


      1. Term.
        The
        term of this Warrant shall commence on November 29, 2007 and shall expire
        at
        6:00 p.m., Eastern Time, on November 29, 2012 (such period being the
“Term”).

      


      
        
          2.
            Method
            of Exercise; Payment; Issuance of New Warrant; Transfer and
            Exchange.

        

      

      


      (a) Time
        of Exercise.
        The
        purchase rights represented by this Warrant may be exercised in whole or
        in part
        during the Term. 

      


      (b) Method
        of Exercise.
        The
        Holder hereof may exercise this Warrant, in whole or in part, by the surrender
        of this Warrant (with the exercise form attached hereto duly executed) at
        the
        principal office of the Issuer, and by the payment to the Issuer of an amount
        of
        consideration therefor equal to the Warrant Price in effect on the date of
        such
        exercise multiplied by the number of shares of Warrant Stock with respect
        to
        which this Warrant is then being exercised, payable at such Holder's election
        (i) by certified or official bank check or by
        wire
        transfer to an account designated by the Issuer,
        (ii) by
“cashless exercise” in accordance with the provisions of subsection
        (c)
        of this
Section
        2,
        or
        (iii) by a combination of the foregoing methods of payment selected by the
        Holder of this Warrant.

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

      


      (c) Cashless
        Exercise.
        Notwithstanding any provisions herein to the contrary and commencing eighteen
        (18) months following the Original Issue Date if the (i) Registration Statement
        (as defined in the Registration Rights Agreement) covering the Warrant Stock
        has
        not been declared
        effective under the Securities Act and/or (ii) an effective Registration
        Statement has been suspended
        by the Company for any or no reason, the Holder may exercise this Warrant
        by a
        cashless exercise and shall receive the number of shares of Common Stock
        equal
        to an amount (as determined below) by surrender of this Warrant at the principal
        office of the Issuer together with the properly endorsed Notice of Exercise
        in
        which event the Issuer shall issue to the Holder a number of shares of Common
        Stock computed using the following formula:

      


      X
        = Y -
(A)(Y)

                     
        B

      


      
        	
                Where

              	
                X
                  =

              	
                the
                  number of shares of Common Stock to be issued to the
                  Holder.

              


      

      


      
        	 	
                Y
                  =

              	
                the
                  number of shares of Common Stock purchasable upon exercise of all
                  of the
                  Warrant or, if only a portion of the Warrant is being exercised,
                  the
                  portion of the Warrant being exercised.


              


      

      


      
        	 	
                A
                  =

              	
                the
                  Warrant Price. 

              


      

       

      
        	 	
                B
                  =

              	
                the
                  Per Share Market Value of one share of Common
                  Stock.

              


      

      


      (d) Issuance
        of Stock Certificates.
        In the
        event of any exercise of this Warrant in accordance with and subject to the
        terms and conditions hereof, certificates for the shares of Warrant Stock
        so
        purchased shall be dated the date of such exercise and delivered to the Holder
        hereof within a reasonable time, not exceeding three (3) Trading Days after
        such
        exercise (the “Delivery
        Date”)
        or, at
        the request of the Holder (provided that a registration statement under the
        Securities Act providing for the resale of the Warrant Stock is then in effect),
        issued and delivered to the Depository Trust Company (“DTC”)
        account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
        System (“DWAC”)
        within
        a reasonable time, not exceeding three (3) Trading Days after such exercise,
        and
        the Holder hereof shall be deemed for all purposes to be the holder of the
        shares of Warrant Stock so purchased as of the date of such exercise.
        Notwithstanding the foregoing to the contrary, the Issuer or its transfer
        agent
        shall only be obligated to issue and deliver the shares to the DTC on a holder’s
        behalf via DWAC if the
        Issuer and its transfer agent are participating in DTC through the DWAC
        system.
        The
        Holder shall deliver this original Warrant, or an indemnification undertaking
        with respect to such Warrant in the case of its loss, theft or destruction,
        at
        such time that this Warrant is fully exercised. With respect to partial
        exercises of this Warrant, the Issuer shall keep written records for the
        Holder
        of the number of shares of Warrant Stock exercised as of each date of
        exercise.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      


      (e) Compensation
        for Buy-In on Failure to Timely Deliver Certificates Upon
        Exercise.
        In
        addition to any other rights available to the Holder, if the Issuer fails
        to
        cause its transfer agent to transmit to the Holder a certificate or certificates
        representing the Warrant Stock pursuant to an exercise on or before the Delivery
        Date, and if after such date the Holder is required by its broker to purchase
        (in an open market transaction or otherwise) shares of Common Stock to deliver
        in satisfaction of a sale by the Holder of the Warrant Stock which the Holder
        anticipated receiving upon such exercise (a “Buy-In”),
        then
        the Issuer shall (1) pay in cash to the Holder the amount by which (x) the
        Holder’s total purchase price (including brokerage commissions, if any) for the
        shares of Common Stock so purchased exceeds (y) the amount obtained by
        multiplying (A) the number of shares of Warrant Stock that the Issuer was
        required to deliver to the Holder in connection with the exercise at issue
        times
        (B) the
        price at which the sell order giving rise to such purchase obligation was
        executed, and (2) at the option of the Holder, either reinstate the portion
        of
        the Warrant and equivalent number of shares of Warrant Stock for which such
        exercise was not honored or deliver to the Holder the number of shares of
        Common
        Stock that would have been issued had the Issuer timely complied with its
        exercise and delivery obligations hereunder. For example, if the Holder
        purchases Common Stock having a total purchase price of $11,000 to cover
        a
        Buy-In with respect to an attempted exercise of the Warrant for shares of
        Common
        Stock with an aggregate sale price giving rise to such purchase obligation
        of
        $10,000, under clause (1) of the immediately preceding sentence the Issuer
        shall
        be required to pay the Holder $1,000. The Holder shall provide the Issuer
        written notice indicating the amounts payable to the Holder in respect of
        the
        Buy-In, together with applicable confirmations and other evidence reasonably
        requested by the Issuer. Nothing herein shall limit a Holder’s right to pursue
        any other remedies available to it hereunder, at law or in equity including,
        without limitation, a decree of specific performance and/or injunctive relief
        with respect to the Issuer’s failure to timely deliver certificates representing
        shares of Common Stock upon exercise of this Warrant as required pursuant
        to the
        terms hereof.

       

      (f) Transferability/Exchangeability
        of Warrant.
        Subject
        to Section
        2(h)
        hereof,
        this Warrant may be transferred by a Holder, in whole or in part, without
        the
        consent of the Issuer. If transferred pursuant to this paragraph, this Warrant
        may be transferred on the books of the Issuer by the Holder hereof in person
        or
        by duly authorized attorney, upon surrender of this Warrant at the principal
        office of the Issuer, properly endorsed (by the Holder executing an assignment
        in the form attached hereto) and upon payment of any necessary transfer tax
        or
        other governmental charge imposed upon such transfer. This Warrant is
        exchangeable at the principal office of the Issuer for Warrants to purchase
        the
        same aggregate number of shares of Warrant Stock, each new Warrant to represent
        the right to purchase such number of shares of Warrant Stock as the Holder
        hereof shall designate at the time of such exchange. All Warrants issued
        on
        transfers or exchanges shall be dated the Original Issue Date and shall be
        identical with this Warrant except as to the number of shares of Warrant
        Stock
        issuable pursuant thereto.

      


      (g) Continuing
        Rights of Holder.
        The
        Issuer will, at the time of or at any time after each exercise of this Warrant,
        upon the request of the Holder hereof, acknowledge in writing the extent,
        if
        any, of its continuing obligation to afford to such Holder all rights to
        which
        such Holder shall continue to be entitled after such exercise in accordance
        with
        the terms of this Warrant; provided
        that
        if
        any such Holder shall fail to make, or the Issuer shall fail to honor, any
        such
        request, the failure shall not affect the continuing obligation of the Issuer
        to
        afford such rights to such Holder.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      


      (h) Compliance
        with Securities Laws.

      


      (i) The
        Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
        and
        the shares of Warrant Stock to be issued upon exercise hereof are being acquired
        solely for the Holder's own account and not as a nominee for any other party,
        and for investment, and that the Holder will not offer, sell or otherwise
        dispose of this Warrant or any shares of Warrant Stock to be issued upon
        exercise hereof except pursuant to an effective registration statement, or
        an
        exemption from registration, under the Securities Act and any applicable
        state
        securities laws.

      


      (ii) Except
        as
        provided in paragraph (iii) below, this Warrant and all certificates
        representing shares of Warrant Stock issued upon exercise hereof shall be
        stamped or imprinted with a legend in substantially the following
        form:

      


      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.

      


      (iii) The
        Issuer agrees to reissue this Warrant or certificates representing any of
        the
        Warrant Stock, without the legend set forth above if at such time, prior
        to
        making any transfer of any such securities, the Holder shall give written
        notice
        to the Issuer describing the manner and terms of such transfer. Such proposed
        transfer will not be effected until: (a) either (i) the Issuer has received
        an
        opinion of counsel reasonably satisfactory to the Issuer, to the effect that
        the
        registration of such securities under the Securities Act is not required
        in
        connection with such proposed transfer, (ii) a registration statement under
        the
        Securities Act covering such proposed disposition has been filed by the Issuer
        with the Securities and Exchange Commission and has become effective under
        the
        Securities Act, (iii) the Issuer has received other evidence reasonably
        satisfactory to the Issuer that such registration and qualification under
        the
        Securities Act and state securities laws are not required, or (iv) the Holder
        provides the Issuer with reasonable assurances that such security can be
        sold
        pursuant to Rule 144 under the Securities Act; and (b) either (i) the Issuer
        has
        received an opinion of counsel reasonably satisfactory to the Issuer, to
        the
        effect that registration or qualification under the securities or “blue sky”
laws of any state is not required in connection with such proposed disposition,
        or (ii) compliance with applicable state securities or “blue sky” laws has been
        effected or a valid exemption exists with respect thereto. The Issuer will
        respond to any such notice from a holder within three (3) Trading Days. In
        the
        case of any proposed transfer under this Section
        2(h),
        the
        Issuer will pay the expenses of and use reasonable efforts to comply with
        any
        such applicable state securities or “blue sky” laws, but shall in no event be
        required, (x) to qualify to do business in any state where it is not then
        qualified, or (y) to take any action that would subject it to tax or to the
        general service of process in any state where it is not then subject. The
        restrictions on transfer contained in this Section
        2(h)
        shall be
        in addition to, and not by way of limitation of, any other restrictions on
        transfer contained in any other section of this Warrant. Whenever
        a
        certificate representing the Warrant Stock is required to be issued to a
        the
        Holder without a legend, at
        the
        request of the Holder, in
        lieu
        of delivering physical certificates representing the Warrant Stock, the Issuer
        shall cause its transfer agent to electronically transmit the Warrant Stock
        to
        the Holder by crediting the account of the Holder's Prime Broker with DTC
        through its DWAC system (to the extent not inconsistent with any provisions
        of
        this Warrant or the Purchase Agreement). 

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

      


      (i) Accredited
        Investor Status.
        In no
        event may the Holder exercise this Warrant in whole or in part unless the
        Holder
        is an “accredited investor” as defined in Regulation D under the Securities Act.


      


      3. Stock
        Fully Paid; Reservation and Listing of Shares;
        Covenants.

      


      (a) Stock
        Fully Paid.
        The
        Issuer represents, warrants, covenants and agrees that all shares of Warrant
        Stock which may be issued upon the exercise of this Warrant or otherwise
        hereunder will, when issued in accordance with the terms of this Warrant,
        be
        duly authorized, validly issued, fully paid and non-assessable and free from
        all
        taxes, liens and charges. The Issuer further covenants and agrees that during
        the period within which this Warrant may be exercised, the Issuer will at
        all
        times have authorized and reserved for the purpose of the issuance upon exercise
        of this Warrant a number of authorized but unissued shares of Common Stock
        equal
        to at least one hundred twenty percent (120%) of the number of shares of
        Common
        Stock issuable upon exercise of this Warrant without regard to any limitations
        on exercise.

      


      (b) Reservation.
        If any
        shares of Common Stock required to be reserved for issuance upon exercise
        of
        this Warrant or as otherwise provided hereunder require registration or
        qualification with any Governmental Authority under any federal or state
        law
        before such shares may be so issued, the Issuer will in good faith use its
        best
        efforts as expeditiously as possible at its expense to cause such shares
        to be
        duly registered or qualified. If the Issuer shall list any shares of Common
        Stock on any securities exchange or market it will, at its expense, list
        thereon, and maintain and increase when necessary such listing of, all shares
        of
        Warrant Stock from time to time issued upon exercise of this Warrant or as
        otherwise provided hereunder (provided
        that
        such Warrant Stock has been registered pursuant to a registration statement
        under the Securities Act then in effect), and, to the extent permissible
        under
        the applicable securities exchange rules, all unissued shares of Warrant
        Stock
        which are at any time issuable hereunder, so long as any shares of Common
        Stock
        shall be so listed. The Issuer will also so list on each securities exchange
        or
        market, and will maintain such listing of, any other securities which the
        Holder
        of this Warrant shall be entitled to receive upon the exercise of this Warrant
        if at the time any securities of the same class shall be listed on such
        securities exchange or market by the Issuer.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      


      (c) Covenants.
        The
        Issuer shall not by any action including, without limitation, amending the
        Certificate of Incorporation or the by-laws of the Issuer, or through any
        reorganization, transfer of assets, consolidation, merger, dissolution, issue
        or
        sale of securities or any other action, avoid or seek to avoid the observance
        or
        performance of any of the terms of this Warrant, but will at all times in
        good
        faith assist in the carrying out of all such terms and in the taking of all
        such
        actions as may be necessary or appropriate to protect the rights of the Holder
        hereof against dilution (to the extent specifically provided herein) or
        impairment. Without limiting the generality of the foregoing, the Issuer
        will
        (i) not permit the par value, if any, of its Common Stock to exceed the then
        effective Warrant Price, (ii) not amend or modify any provision of the
        Certificate of Incorporation or by-laws of the Issuer in any manner that
        would
        materially and adversely affect the rights of the Holders of the Warrants,
        (iii)
        take all such action as may be reasonably necessary in order that the Issuer
        may
        validly and legally issue fully paid and nonassessable shares of Common Stock,
        free and clear of any liens, claims, encumbrances and restrictions (other
        than
        as provided herein) upon the exercise of this Warrant, and (iv) use its best
        efforts to obtain all such authorizations, exemptions or consents from any
        public regulatory body having jurisdiction thereof as may be reasonably
        necessary to enable the Issuer to perform its obligations under this
        Warrant.

      


      (d) Loss,
        Theft, Destruction, Mutilation of Warrants.
        Upon
        receipt of evidence satisfactory to the Issuer of the ownership of and the
        loss,
        theft, destruction or mutilation of any Warrant and, in the case of any such
        loss, theft or destruction, upon receipt of indemnity or security satisfactory
        to the Issuer or, in the case of any such mutilation, upon surrender and
        cancellation of such Warrant, the Issuer will make and deliver, in lieu of
        such
        lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor
        and
        representing the right to purchase the same number of shares of Common
        Stock.

      


      (e) Payment
        of Taxes.
        The
        Issuer will pay any documentary stamp taxes attributable to the initial issuance
        of the Warrant Stock issuable upon exercise of this Warrant; provided,
        however,
        that
        the Issuer shall not be required to pay any tax or taxes which may be payable
        in
        respect of any transfer involved in the issuance or delivery of any certificates
        representing Warrant Stock in a name other than that of the Holder in respect
        to
        which such shares are issued.

      


      4. Adjustment
        of Warrant Price and Number of Shares Issuable Upon
        Exercise.
        The
        Warrant Price and the number of shares of Warrant Stock that may be purchased
        upon exercise of this Warrant shall be subject to adjustment from time to
        time
        as set forth in this Section
        4.
        The
        Issuer shall give the Holder notice of any event described below which requires
        an adjustment pursuant to this Section
        4
        in
        accordance with the notice provisions set forth in Section
        5.

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

      


      (a) Recapitalization,
        Reorganization, Reclassification, Consolidation, Merger or Sale.

       

      (i) In
        case
        the Issuer after the Original Issue Date shall do any of the following (each,
        a
“Triggering
        Event”):
        (a)
        consolidate or merge with or into any other Person and the Issuer shall not
        be
        the continuing or surviving Person of such consolidation or merger, or (b)
        permit any other Person to consolidate with or merge into the Issuer and
        the
        Issuer shall be the continuing or surviving Person but, in connection with
        such
        consolidation or merger, any Capital Stock of the Issuer shall be changed
        into
        or exchanged for Securities of any other Person or cash or any other property,
        or (c) transfer all or substantially all of its properties or assets to any
        other Person, or (d) effect a capital reorganization or reclassification
        of its
        Capital Stock, then, and in the case of each such Triggering Event, proper
        provision shall be made to the Warrant Price and the number of shares of
        Warrant
        Stock that may be purchased upon exercise of this Warrant so that, upon the
        basis and the terms and in the manner provided in this Warrant, the Holder
        of
        this Warrant shall be entitled upon the exercise hereof at any time after
        the
        consummation of such Triggering Event, to the extent this Warrant is not
        exercised prior to such Triggering Event, to receive at the Warrant Price
        as
        adjusted to take into account the consummation of such Triggering Event,
        in lieu
        of the Common Stock issuable upon such exercise of this Warrant prior to
        such
        Triggering Event, the Securities, cash and property to which such Holder
        would
        have been entitled upon the consummation of such Triggering Event if such
        Holder
        had exercised the rights represented by this Warrant immediately prior thereto
        (including the right of a shareholder to elect the type of consideration
        it will
        receive upon a Triggering Event), subject to adjustments (subsequent to such
        corporate action) as nearly equivalent as possible to the adjustments provided
        for elsewhere in this Section
        4,
        provided,
        however,
        the
        Holder at its option may elect to receive an amount in cash equal to the
        value
        of this Warrant calculated in accordance with the Black-Scholes formula.
        Immediately upon the occurrence of a Triggering Event, the Issuer shall notify
        the Holder in writing of such Triggering Event and provide the calculations
        in
        determining the number of shares of Warrant Stock issuable upon exercise
        of the
        new warrant and the adjusted Warrant Price. Upon the Holder’s request, the
        continuing or surviving Person as a result of such Triggering Event shall
        issue
        to the Holder a new warrant of like tenor evidencing the right to purchase
        the
        adjusted number of shares of Warrant Stock and the adjusted Warrant Price
        pursuant to the terms and provisions of this Section
        4(a)(i).
        Notwithstanding the foregoing to the contrary, this Section
        4(a)(i)
        shall
        only apply if the surviving entity pursuant to any such Triggering Event
        has a
        class of equity securities registered
        pursuant to the Securities Exchange Act of 1934, as amended, and its common
        stock is listed or quoted on a national securities exchange, national automated
        quotation system or the OTC Bulletin Board. In the event that the
        surviving entity pursuant to any such Triggering Event is not a public company
        that is
        registered pursuant to the Securities Exchange Act of 1934, as amended, or
        its
        common stock is not listed or quoted on a national securities exchange, national
        automated quotation system or the OTC Bulletin Board, then the Holder shall
        have
        the right to demand that the Issuer pay to the Holder an amount in cash equal
        to
        the value of this Warrant calculated in accordance with the Black-Scholes
        formula.

      


      (ii) In
        the
        event that the Holder has elected not to exercise this Warrant prior to the
        consummation of a Triggering Event and has also elected not to receive an
        amount
        in cash equal to the value of this Warrant calculated in accordance with
        the
        Black-Scholes formula pursuant to the provisions of Section
        4(a)(i) above,
        so
        long as the surviving entity pursuant to any Triggering Event is a company
        that
        has a class of equity securities registered
        pursuant to the Securities Exchange Act of 1934, as amended, and its common
        stock is listed or quoted on a national securities exchange, national automated
        quotation system or the OTC Bulletin Board,
        the
        surviving entity and/or each Person (other than the Issuer) which may be
        required to deliver any shares of Warrant Stock (including all Securities,
        cash
        or property) upon the exercise of this Warrant as provided herein shall assume,
        by written instrument delivered to, and reasonably satisfactory to, the Holder
        of this Warrant, (A) the obligations of the Issuer under this Warrant (and
        if
        the Issuer shall survive the consummation of such Triggering Event, such
        assumption shall be in addition to, and shall not release the Issuer from,
        any
        continuing obligations of the Issuer under this Warrant) and (B) the obligation
        to deliver to such Holder such Securities, cash or property as, in accordance
        with the foregoing provisions of this subsection
        (a),
        such
        Holder shall be entitled to receive, and the surviving entity and/or each
        such
        Person shall have similarly delivered to such Holder an opinion of counsel
        for
        the surviving entity and/or each such Person, which counsel shall be reasonably
        satisfactory to such Holder, or in the alternative, a written acknowledgement
        executed by the President or Chief Financial Officer of the Issuer, stating
        that
        this Warrant shall thereafter continue in full force and effect and the terms
        hereof (including, without limitation, all of the provisions of this
subsection
        (a))
        shall
        be applicable to the shares Warrant Stock (including all Securities, cash
        or
        property) which the surviving entity and/or each such Person may be required
        to
        deliver upon any exercise of this Warrant or the exercise of any rights pursuant
        hereto. 

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

      


      (b) Stock
        Dividends, Subdivisions and Combinations.
        If at
        any time the Issuer shall:

      


        (i) make
        or
        issue or set a record date for the holders of the Common Stock for the purpose
        of entitling them to receive a dividend payable in, or other distribution
        of,
        shares of Common Stock, 

      


        (ii)
         subdivide
        its outstanding shares of Common Stock into a larger number of shares of
        Common
        Stock, or

      


        (iii)
         combine
        its outstanding shares
        o               
f Common Stock into a smaller number of shares of Common Stock, 

      


      then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        immediately after the occurrence of any such event shall be adjusted to equal
        the number of shares of Common Stock which a record holder of the same number
        of
        shares of Common Stock for which this Warrant is exercisable immediately
        prior
        to the occurrence of such event would own or be entitled to receive after
        the
        happening of such event, and (2) the Warrant Price then in effect shall be
        adjusted to equal (A) the Warrant Price then in effect multiplied by the
        number
        of shares of Common Stock for which this Warrant is exercisable immediately
        prior to the adjustment divided by (B) the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately after such
        adjustment.

      


      (c) Certain
        Other Distributions.
        If at
        any time the Issuer shall make or issue or set a record date for the holders
        of
        the Common Stock for the purpose of entitling them to receive any dividend
        or
        other distribution of:

      


      (i) cash,

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

      


      (ii) any
        evidences of its indebtedness, any shares of stock of any class or any other
        Securities or property of any nature whatsoever (other than cash, Common
        Stock
        Equivalents or Additional Shares of Common Stock), or

      


      (iii) any
        warrants or other rights to subscribe for or purchase any evidences of its
        indebtedness, any shares of stock of any class or any other securities or
        property of any nature whatsoever (other than cash, Common Stock Equivalents
        or
        Additional Shares of Common Stock), then (1) the number of shares of Common
        Stock for which this Warrant is exercisable shall be adjusted to equal the
        product of the number of shares of Common Stock for which this Warrant is
        exercisable immediately prior to such adjustment multiplied by a fraction
        (A)
        the numerator of which shall be the Per Share Market Value of Common Stock
        at
        the date of taking such record and (B) the denominator of which shall be
        such
        Per Share Market Value minus the amount allocable to one share of Common
        Stock
        of any such cash so distributable and of the fair value (as determined in
        good
        faith by the Board of Directors of the Issuer and supported by an opinion
        from
        an investment banking firm mutually agreed upon by the Issuer and the Holder)
        of
        any and all such evidences of indebtedness, shares of stock, other securities
        or
        property or warrants or other subscription or purchase rights so distributable,
        and (2) the Warrant Price then in effect shall be adjusted to equal (A) the
        Warrant Price then in effect multiplied by the number of shares of Common
        Stock
        for which this Warrant is exercisable immediately prior to the adjustment
        divided by (B) the number of shares of Common Stock for which this Warrant
        is
        exercisable immediately after such adjustment. A reclassification of the
        Common
        Stock (other than a change in par value, or from par value to no par value
        or
        from no par value to par value) into shares of Common Stock and shares of
        any
        other class of stock shall be deemed a distribution by the Issuer to the
        holders
        of its Common Stock of such shares of such other class of stock within the
        meaning of this Section
        4(c)
        and, if
        the outstanding shares of Common Stock shall be changed into a larger or
        smaller
        number of shares of Common Stock as a part of such reclassification, such
        change
        shall be deemed a subdivision or combination, as the case may be, of the
        outstanding shares of Common Stock within the meaning of Section
        4(b). 

      


      (d) Issuance
        of Additional Shares of Common Stock.
        In the
        event the Issuer shall at any time within one (1) year following the Original
        Issuance Date (the “Full
        Ratchet Period”)
        issue
        any Additional Shares of Common Stock (otherwise than as provided in the
        foregoing subsections
        (b) through (c)
        of this
Section
        4),
        at a
        price per share less than the Warrant Price then in effect or without
        consideration, then the Warrant Price upon each such issuance shall be adjusted
        to the price equal to the consideration per share paid for such Additional
        Shares of Common Stock.

       

      (e) Issuance
        of Common Stock Equivalents.
        In the
        event the Issuer shall at any time within the Full Ratchet Period take a
        record
        of the holders of its Common Stock for the purpose of entitling them to receive
        a distribution of, or shall in any manner (whether directly or by assumption
        in
        a merger in which the Issuer is the surviving Person) issue or sell, any
        Common
        Stock Equivalents, whether or not the rights to exchange or convert thereunder
        are immediately exercisable, and the price per share for which Common Stock
        is
        issuable upon such conversion or exchange shall be less than the Warrant
        Price
        in effect immediately prior to the time of such issue or sale, or if, after
        any
        such issuance of Common Stock Equivalents, the price per share for which
        Additional Shares of Common Stock may be issuable thereafter is amended or
        adjusted, and such price as so amended shall be less than the Warrant Price
        in
        effect at the time of such amendment or adjustment, then the Warrant Price
        then
        in effect shall be adjusted as provided in Section
        4(d).
        No
        further adjustments of the number of shares of Common Stock for which this
        Warrant is exercisable and the Warrant Price then in effect shall be made
        upon
        the actual issue of such Common Stock upon conversion or exchange of such
        Common
        Stock Equivalents.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

      


      (f) Subsequent
        Common Stock and Common Stock Equivalents Issues.
        In the
        event the Company, shall, at any time after the Full Ratchet Period, issue
        or
        sell any Additional Shares of Common Stock or Common Stock Equivalents
        (otherwise than as provided in the foregoing subsections
        (a) through (e) of this Section 4),
        at a
        price per share less than the Warrant Price, or without consideration, the
        Warrant Price then in effect upon each such issuance shall be adjusted to
        that
        price (rounded to the nearest cent) determined by multiplying the Warrant
        Price
        by a fraction: (1) the numerator of which shall be equal to the sum
        of (A)
        the number of shares of Common Stock outstanding immediately prior to the
        issuance of such Additional Shares of Common Stock plus
        (B) the
        number of shares of Common Stock (rounded to the nearest whole share) which
        the
        aggregate consideration for the total number of such Additional Shares of
        Common
        Stock so issued would purchase at a price per share equal to the then Warrant
        Price; and (2) the denominator of which shall be equal to the number of shares
        of Common Stock outstanding immediately after the issuance of such Additional
        Shares of Common Stock. No adjustment of the number of shares of Common Stock
        shall be made upon the issuance of any Additional Shares of Common Stock
        which
        are issued pursuant to the exercise of any warrants or other subscription
        or
        purchase rights or pursuant to the exercise of any conversion or exchange
        rights
        in any Common Stock Equivalents if any such adjustment shall previously have
        been made upon the issuance of such warrants or other rights or upon the
        issuance of such Common Stock Equivalents (or upon the issuance of any warrant
        or other rights therefore).

      


      (g) Other
        Provisions applicable to Adjustments under this Section.
        The
        following provisions shall be applicable to the making of adjustments of
        the
        number of shares of Common Stock for which this Warrant is exercisable and
        the
        Warrant Price then in effect provided for in this Section
        4:

      


      (i) Computation
        of Consideration.
        To the
        extent that any Additional Shares of Common Stock or any Common Stock
        Equivalents (or any warrants or other rights therefor) shall be issued for
        cash
        consideration, the consideration received by the Issuer therefor shall be
        the
        amount of the cash received by the Issuer therefor, or, if such Additional
        Shares of Common Stock or Common Stock Equivalents are offered by the Issuer
        for
        subscription, the subscription price, or, if such Additional Shares of Common
        Stock or Common Stock Equivalents are sold to underwriters or dealers for
        public
        offering without a subscription offering, the initial public offering price
        (in
        any such case subtracting any amounts paid or receivable for accrued interest
        or
        accrued dividends and without taking into account any compensation, discounts
        or
        expenses paid or incurred by the Issuer for and in the underwriting of, or
        otherwise in connection with, the issuance thereof). In connection with any
        merger or consolidation in which the Issuer is the surviving Person (other
        than
        any consolidation or merger in which the previously outstanding shares of
        Common
        Stock of the Issuer shall be changed to or exchanged for the stock or other
        securities of another Person), the amount of consideration therefore shall
        be,
        deemed to be the fair value, as determined reasonably and in good faith by
        the
        Board, of such portion of the assets and business of the nonsurviving Person
        as
        the Board may determine to be attributable to such shares of Common Stock
        or
        Common Stock Equivalents, as the case may be. The consideration for any
        Additional Shares of Common Stock issuable pursuant to any warrants or other
        rights to subscribe for or purchase the same shall be the consideration received
        by the Issuer for issuing such warrants or other rights plus the additional
        consideration payable to the Issuer upon exercise of such warrants or other
        rights. The consideration for any Additional Shares of Common Stock issuable
        pursuant to the terms of any Common Stock Equivalents shall be the consideration
        received by the Issuer for issuing warrants or other rights to subscribe
        for or
        purchase such Common Stock Equivalents, plus the consideration paid or payable
        to the Issuer in respect of the subscription for or purchase of such Common
        Stock Equivalents, plus the additional consideration, if any, payable to
        the
        Issuer upon the exercise of the right of conversion or exchange in such Common
        Stock Equivalents. In the event of any consolidation or merger of the Issuer
        in
        which the Issuer is not the surviving Person or in which the previously
        outstanding shares of Common Stock of the Issuer shall be changed into or
        exchanged for the stock or other securities of another Person, or in the
        event
        of any sale of all or substantially all of the assets of the Issuer for stock
        or
        other securities of any Person, the Issuer shall be deemed to have issued
        a
        number of shares of its Common Stock for stock or securities or other property
        of the other Person computed on the basis of the actual exchange ratio on
        which
        the transaction was predicated, and for a consideration equal to the fair
        market
        value on the date of such transaction of all such stock or securities or
        other
        property of the other Person. In the event any consideration received by
        the
        Issuer for any securities consists of property other than cash, the fair
        market
        value thereof at the time of issuance or as otherwise applicable shall be
        as
        determined in good faith by the Board. In the event Common Stock is issued
        with
        other shares or securities or other assets of the Issuer for consideration
        which
        covers both, the consideration computed as provided in this Section
        4(g)(i)
        shall be
        allocated among such securities and assets as determined in good faith by
        the
        Board.

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

      


      (ii) When
        Adjustments to Be Made.
        The
        adjustments required by this Section
        4
        shall be
        made whenever and as often as any specified event requiring an adjustment
        shall
        occur, except that any adjustment of the number of shares of Common Stock
        for
        which this Warrant is exercisable that would otherwise be required may be
        postponed (except in the case of a subdivision or combination of shares of
        the
        Common Stock, as provided for in Section
        4(b))
        up to,
        but not beyond the date of exercise if such adjustment either by itself or
        with
        other adjustments not previously made adds or subtracts less than one percent
        (1%) of the shares of Common Stock for which this Warrant is exercisable
        immediately prior to the making of such adjustment. Any adjustment representing
        a change of less than such minimum amount (except as aforesaid) which is
        postponed shall be carried forward and made (x) as soon as such adjustment,
        together with other adjustments required by this Section
        4
        and not
        previously made, would result in a minimum adjustment, or (y) on the date
        of
        exercise. For the purpose of any adjustment, any specified event shall be
        deemed
        to have occurred at the close of business on the date of its
        occurrence.

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

      


      (iii) Fractional
        Interests.
        In
        computing adjustments under this Section
        4,
        fractional interests in Common Stock shall be taken into account to the nearest
        one one-hundredth (1/100th)
        of a
        share.

      


      (iv) When
        Adjustment Not Required.
        If the
        Issuer shall take a record of the holders of its Common Stock for the purpose
        of
        entitling them to receive a dividend or distribution or subscription or purchase
        rights and shall, thereafter and before the distribution to stockholders
        thereof, legally abandon its plan to pay or deliver such dividend, distribution,
        subscription or purchase rights, then thereafter no adjustment shall be required
        by reason of the taking of such record and any such adjustment previously
        made
        in respect thereof shall be rescinded and annulled.

       

      (h) Form
        of Warrant after Adjustments.
        The
        form of this Warrant need not be changed because of any adjustments in the
        Warrant Price or the number and kind of Securities purchasable upon the exercise
        of this Warrant.

      


      (i) Escrow
        of Warrant Stock.
        If
        after any property becomes distributable pursuant to this Section
        4
        by
        reason of the taking of any record of the holders of Common Stock, but prior
        to
        the occurrence of the event for which such record is taken, and the Holder
        exercises this Warrant, any shares of Common Stock issuable upon exercise
        by
        reason of such adjustment shall be deemed the last shares of Common Stock
        for
        which this Warrant is exercised (notwithstanding any other provision to the
        contrary herein) and such shares or other property shall be held in escrow
        for
        the Holder by the Issuer to be issued to the Holder upon and to the extent
        that
        the event actually takes place, upon payment of the current Warrant Price.
        Notwithstanding any other provision to the contrary herein, if the event
        for
        which such record was taken fails to occur or is rescinded, then such escrowed
        shares shall be cancelled by the Issuer and escrowed property
        returned.

      


      5. Notice
        of Adjustments.
        Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant
        to
Section
        4
        hereof
        (for purposes of this Section
        5,
        each an
“Adjustment”),
        the
        Issuer shall cause its Chief Financial Officer to prepare and execute a
        certificate setting forth, in reasonable detail, the event requiring the
        Adjustment, the amount of the Adjustment, the method by which such Adjustment
        was calculated (including a description of the basis on which the Board made
        any
        determination hereunder), and the Warrant Price and Warrant Share Number
        after
        giving effect to such Adjustment, and shall cause copies of such certificate
        to
        be delivered to the Holder of this Warrant promptly after each Adjustment.
        Any
        dispute between the Issuer and the Holder of this Warrant with respect to
        the
        matters set forth in such certificate may at the option of the Holder of
        this
        Warrant be submitted to an Independent Appraiser selected by the Holder;
        provided
        that the
        Issuer shall have ten (10) days after receipt of notice from such Holder
        of its
        selection of such Independent Appraiser to object thereto, in which case
        such
        Holder shall select another such Independent Appraiser and the Issuer shall
        have
        no such right of objection. The Independent Appraiser selected by the Holder
        of
        this Warrant as provided in the preceding sentence shall be instructed to
        deliver a written opinion as to such matters to the Issuer and such Holder
        within thirty (30) days after submission to it of such dispute. Such opinion
        shall be final and binding on the parties hereto. The costs and expenses
        of the
        initial firm selected as Independent Appraiser shall be paid equally by the
        Issuer and the Holder and, in the case of an objection by the Issuer, the
        costs
        and expenses of the subsequent firm selected as Independent Appraiser shall
        be
        paid in full by the Issuer.

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

      


      6. Fractional
        Shares.
        No
        fractional shares of Warrant Stock will be issued in connection with any
        exercise hereof, but in lieu of such fractional shares, the Issuer shall
        round
        the number of shares to be issued upon exercise up to the nearest whole number
        of shares.

      


      7. Ownership
        Cap and Exercise Restriction.
        Notwithstanding anything to the contrary set forth in this Warrant, at no
        time
        may a Holder of this Warrant exercise this Warrant if the number of shares
        of
        Common Stock to be issued pursuant to such exercise would exceed, when
        aggregated with all other shares of Common Stock owned by such Holder at
        such
        time, the number of shares of Common Stock which would result in such Holder
        beneficially owning (as determined in accordance with Section 13(d) of the
        Exchange Act and the rules thereunder) in excess of 4.99% of
        the
        then issued and outstanding shares of Common Stock; provided,
        however,
        that
        upon a holder of this Warrant providing the Issuer with sixty-one (61) days
        notice (pursuant to Section
        12
        hereof)
        (the “Waiver
        Notice”)
        that
        such Holder would like to waive this Section 7 with regard to any or all
        shares
        of Common Stock issuable upon exercise of this Warrant, this Section
        7
        will be
        of no force or effect with regard to all or a portion of the Warrant referenced
        in the Waiver Notice; provided,
        further,
        that
        during the sixty-one (61) day period prior to the Expiration Date of this
        Warrant the Holder may waive this Section 7 upon providing the Waiver Notice
        at
        any time during such sixty-one (61) day period; and provided,
        further,
        that
        any Waiver Notice during the sixty-one (61) day period prior to the Expiration
        Date will not be effective until the last date of the Term.

      


      8. Definitions.
        For the
        purposes of this Warrant, the following terms have the following
        meanings:

      


      “Additional
        Shares of Common Stock”
means
        all shares of Common Stock issued by the Issuer after the Original Issue
        Date,
        and all shares of Other Common, if any, issued by the Issuer after the Original
        Issue Date, except: (i) securities issued (other than for cash) in connection
        with a merger, acquisition, or consolidation that do not exceed 25% of the
        outstanding Common Stock of the Issuer as of the date of the Purchase Agreement
        (such percentage subject to adjustment in a manner consistent with the
        adjustments to the Warrant Price contemplated in Section
        4
        hereof)
        and such issuances are determined in the light of the whole transaction to
        which
        they are a part to be in the best interests of the Company, (ii) securities
        issued pursuant to the conversion or exercise of convertible or exercisable
        securities issued or outstanding on or prior to the date of the Purchase
        Agreement or issued pursuant to the Purchase Agreement (so long as the
        conversion or exercise price in such securities are not amended to lower
        such
        price and/or adversely affect the Holders), (iii) the Warrant Stock, (iv)
        Common
        Stock issued or the issuance or grants of options to purchase Common Stock
        pursuant to the Company’s stock option plans and employee stock purchase plans
        that either (x) exist on the date of the Purchase Agreement, or (y) do not
        exceed ten percent (10%) of the outstanding Common Stock of the Company as
        of
        the date of the Purchase Agreement,
        (v) any
        warrants issued to the placement agent and its designees for the transactions
        contemplated by the Purchase Agreement, and (vi) securities issued in connection
        with bona
        fide
        strategic license agreements or other partnering agreements so long as such
        issuances are not for the purpose of raising capital which are approved by
        a
        majority of its independent directors and such issuances are determined in
        the
        light of the whole transaction to which they are a part to be in the best
        interests of the Company.

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

      “Board”
shall
        mean the Board of Directors of the Issuer.

      


      “Capital
        Stock”
means
        and includes (i) any and all shares, interests, participations or other
        equivalents of or interests in (however designated) corporate stock, including,
        without limitation, shares of preferred or preference stock, (ii) all
        partnership interests (whether general or limited) in any Person which is
        a
        partnership, (iii) all membership interests or limited liability company
        interests in any limited liability company, and (iv) all equity or ownership
        interests in any Person of any other type.

      


      “Certificate
        of Incorporation”
means
        the Certificate of Incorporation of the Issuer as in effect on the Original
        Issue Date, and as hereafter from time to time amended, modified, supplemented
        or restated in accordance with the terms hereof and thereof and pursuant
        to
        applicable law. 

      


      “Common
        Stock”
means
        the Common Stock, $0.0001 par value per share, of the Issuer and any other
        Capital Stock into which such stock may hereafter be changed.

      


      “Common
        Stock Equivalent”
means
        any Convertible Security or warrant, option or other right to subscribe for
        or
        purchase any Additional Shares of Common Stock or any Convertible
        Security.

      


      “Convertible
        Securities”
means
        evidences of Indebtedness, shares of Capital Stock or other Securities which
        are
        or may be at any time convertible into or exchangeable for Additional Shares
        of
        Common Stock. The term “Convertible
        Security”
means
        one of the Convertible Securities.

      


      “Delivery
        Date”
shall
        be the date not exceeding three (3) Trading Days after an exercise of this
        Warrant.

      


      “DTC”
means
        the Depository Trust Company.

      


      “DWAC”
means
        the Deposit Withdrawal Agent Commission System.

      


      “Expiration
        Date”
means
        November 29, 2012.

      


      “Governmental
        Authority”
means
        any governmental, regulatory or self-regulatory entity, department, body,
        official, authority, commission, board, agency or instrumentality, whether
        federal, state or local, and whether domestic or foreign.

      


      “Holders”
mean
        the Persons who shall from time to time own any Warrant. The term “Holder” means
        one of the Holders.

      


      “Independent
        Appraiser”
means
        a
        nationally recognized or major regional investment banking firm or firm of
        independent certified public accountants of recognized standing (which may
        be
        the firm that regularly examines the financial statements of the Issuer)
        that is
        regularly engaged in the business of appraising the Capital Stock or assets
        of
        corporations or other entities as going concerns, and which is not affiliated
        with either the Issuer or the Holder of any Warrant.

       

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

      


      “Issuer”
means
        Juma Technology Corp., a Delaware corporation, and its successors. 

      


      “Majority
        Holders”
means
        at any time the Holders of Warrants exercisable for a majority of the shares
        of
        Warrant Stock issuable under the Warrants at the time outstanding.

      


      “Original
        Issue Date”
means
        November 29, 2007.

      


      “OTC
        Bulletin Board”
means
        the over-the-counter electronic bulletin board.

      


      “Other
        Common”
means
        any other Capital Stock of the Issuer of any class which shall be authorized
        at
        any time after the date of this Warrant (other than Common Stock) and which
        shall have the right to participate in the distribution of earnings and assets
        of the Issuer without limitation as to amount.

      


      “Outstanding
        Common Stock”
means,
        at any given time, the aggregate amount of outstanding shares of Common Stock,
        assuming full exercise, conversion or exchange (as applicable) of all options,
        warrants and other Securities which are convertible into or exercisable or
        exchangeable for, and any right to subscribe for, shares of Common Stock
        that
        are outstanding at such time.

      


      “Person”
means
        an individual, corporation, limited liability company, partnership, joint
        stock
        company, trust, unincorporated organization, joint venture, Governmental
        Authority or other entity of whatever nature.

      


      “Per
        Share Market Value”
means
        on any particular date (a) the last closing bid price per share of the Common
        Stock on such date on the OTC
        Bulletin Board or
        another registered national stock exchange on which the Common Stock is then
        listed, or if there is no such price on such date, then the closing bid price
        on
        such exchange or quotation system on the date nearest preceding such date,
        or
        (b) if the Common Stock is not listed then on the OTC Bulletin Board or any
        registered national stock exchange, the last closing bid price for a share
        of
        Common Stock in the over-the-counter market, as reported by the OTC Bulletin
        Board or in the National Quotation Bureau Incorporated or similar organization
        or agency succeeding to its functions of reporting prices) at the close of
        business on such date, or (c) if the Common Stock is not then reported by
        the
        OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar
        organization or agency succeeding to its functions of reporting prices),
        then
        the “Pink Sheet” quotes for the applicable Trading Days preceding such date of
        determination, or (d) if the Common Stock is not then publicly traded the
        fair
        market value of a share of Common Stock as determined by an Independent
        Appraiser selected in good faith by the Majority Holders; provided,
        however,
        that
        the Issuer, after receipt of the determination by such Independent Appraiser,
        shall have the right to select an additional Independent Appraiser, in which
        case, the fair market value shall be equal to the average of the determinations
        by each such Independent Appraiser; and provided,
        further
        that all
        determinations of the Per Share Market Value shall be appropriately adjusted
        for
        any stock dividends, stock splits or other similar transactions during such
        period. The determination of fair market value by an Independent Appraiser
        shall
        be based upon the fair market value of the Issuer determined on a going concern
        basis as between a willing buyer and a willing seller and taking into account
        all relevant factors determinative of value, and shall be final and binding
        on
        all parties. In determining the fair market value of any shares of Common
        Stock,
        no consideration shall be given to any restrictions on transfer of the Common
        Stock imposed by agreement or by federal or state securities laws, or to
        the
        existence or absence of, or any limitations on, voting rights.

       

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

      


      “Purchase
        Agreement”
means
        the Note and Warrant Purchase Agreement dated as of November 29, 2007, among
        the
        Issuer and the Purchasers.

      


      “Purchasers”
means
        the purchasers of the Notes and the Warrants issued by the Issuer pursuant
        to
        the Purchase Agreement.

      


      “Securities”
means
        any debt or equity securities of the Issuer, whether now or hereafter
        authorized, any instrument convertible into or exchangeable for Securities
        or a
        Security, and any option, warrant or other right to purchase or acquire any
        Security. “Security” means one of the Securities.

      


      “Securities
        Act”
means
        the Securities Act of 1933, as amended, or any similar federal statute then
        in
        effect.

      


      “Subsidiary”
means
        any corporation at least 50% of whose outstanding Voting Stock shall at the
        time
        be owned directly or indirectly by the Issuer or by one or more of its
        Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

      


      “Term”
has
        the
        meaning specified in Section
        1
        hereof.

      


      “Trading
        Day”
means
        (a) a day on which the Common Stock is traded on the OTC Bulletin Board,
        or (b)
        if the Common Stock is not traded on the OTC Bulletin Board, a day on which
        the
        Common Stock is quoted in the over-the-counter market as reported by the
        National Quotation Bureau Incorporated (or any similar organization or agency
        succeeding its functions of reporting prices); provided,
        however,
        that in
        the event that the Common Stock is not listed or quoted as set forth in (a)
        or
        (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and
        any
        day which shall be a legal holiday or a day on which banking institutions
        in the
        State of New York are authorized or required by law or other government action
        to close.

      


      “Voting
        Stock”
means,
        as applied to the Capital Stock of any corporation, Capital Stock of any
        class
        or classes (however designated) having ordinary voting power for the election
        of
        a majority of the members of the Board of Directors (or other governing body)
        of
        such corporation, other than Capital Stock having such power only by reason
        of
        the happening of a contingency.

       

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      

      


      “Warrants”
means
        the Warrants issued and sold pursuant to the Purchase Agreement, including,
        without limitation, this Warrant, and any other warrants of like tenor issued
        in
        substitution or exchange for any thereof pursuant to the provisions of
Section
        2(c), 2(d) or 2(e)
        hereof
        or of any of such other Warrants. 

      


      “Warrant
        Price”
        initially means $0.90, as such price may be adjusted from time to time as
        shall
        result from the adjustments specified in this Warrant, including Section
        4
        hereto.

      


      “Warrant
        Share Number”
means
        at any time the aggregate number of shares of Warrant Stock which may at
        such
        time be purchased upon exercise of this Warrant, after giving effect to all
        prior adjustments and increases to such number made or required to be made
        under
        the terms hereof.

      


      “Warrant
        Stock”
means
        Common Stock issuable upon exercise of any Warrant or Warrants or otherwise
        issuable pursuant to any Warrant or Warrants and/or Securities, cash and
        property to which such Holder would have been entitled upon the occurrence
        of
        certain events set forth in Section
        4.

      


      9. Other
        Notices.
        In case
        at any time:

      


      
        	 	
                (A)

              	
                the
                  Issuer shall make any distributions to the holders of Common Stock;
                  or

              


      

      


      
        	 	
                (B)

              	
                the
                  Issuer shall authorize the granting to all holders of its Common
                  Stock of
                  rights to subscribe for or purchase any shares of Capital Stock
                  of any
                  class or other rights; or

              


      

      


      
        	 	
                (C)

              	
                there
                  shall be any reclassification of the Capital Stock of the Issuer;
                  or

              


      

      


      
        	 	
                (D)

              	
                there
                  shall be any capital reorganization by the Issuer;
                  or

              


      

      


      
        	 	
                (E)

              	
                there
                  shall be any (i) consolidation or merger involving the Issuer or
                  (ii)
                  sale, transfer or other disposition of all or substantially all
                  of the
                  Issuer's property, assets or business (except a merger or other
                  reorganization in which the Issuer shall be the surviving corporation
                  and
                  its shares of Capital Stock shall continue to be outstanding and
                  unchanged
                  and except a consolidation, merger, sale, transfer or other disposition
                  involving a wholly-owned Subsidiary);
                  or

              


      

      


      
        	 	
                (F)

              	
                there
                  shall be a voluntary or involuntary dissolution, liquidation or
                  winding-up
                  of the Issuer or any partial liquidation of the Issuer or distribution
                  to
                  holders of Common Stock; 

              


      

       

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

       

      then,
        in
        each of such cases, the Issuer shall give written notice to the Holder of
        the
        date on which (i) the books of the Issuer shall close or a record shall be
        taken
        for such dividend, distribution or subscription rights or (ii) such
        reorganization, reclassification, consolidation, merger, disposition,
        dissolution, liquidation or winding-up, as the case may be, shall take place.
        Such notice also shall specify the date as of which the holders of Common
        Stock
        of record shall participate in such dividend, distribution or subscription
        rights, or shall be entitled to exchange their certificates for Common Stock
        for
        securities or other property deliverable upon such reorganization,
        reclassification, consolidation, merger, disposition, dissolution, liquidation
        or winding-up, as the case may be. Such notice shall be given at least twenty
        (20) days prior to the action in question and not less than ten (10) days
        prior
        to the record date or the date on which the Issuer's transfer books are closed
        in respect thereto. This Warrant entitles the Holder to receive copies of
        all
        financial and other information distributed or required to be distributed
        to the
        holders of the Common Stock.

      


      10. Amendment
        and Waiver; Failure or Indulgence Not Waiver.
        Any
        term, covenant, agreement or condition in this Warrant may be amended, or
        compliance therewith may be waived (either generally or in a particular instance
        and either retroactively or prospectively), by a written instrument or written
        instruments executed by the Issuer and the Majority Holders; provided,
        however,
        that no
        such amendment or waiver shall reduce the Warrant Share Number, increase
        the
        Warrant Price, shorten the period during which this Warrant may be exercised
        or
        modify any provision of this Section
        10
        without
        the consent of the Holder of this Warrant. No consideration shall be offered
        or
        paid to any person to amend or consent to a waiver or modification of any
        provision of this Warrant unless the same consideration is also offered to
        all
        holders of the Warrants. No failure or delay on the part of the Holder in
        the
        exercise of any power, right or privilege hereunder shall operate as a waiver
        thereof, nor shall any single or partial exercise of any such power, right
        or
        privilege preclude other or further exercise thereof or of any other right,
        power or privilege, nor shall any waiver by the Holder of any such right
        or
        rights on any one occasion be deemed a waiver of the same right or rights
        on any
        future occasion.

      


      11. Governing
        Law; Jurisdiction.
        The
        parties acknowledge and agree that any claim, controversy, dispute or action
        relating in any way to this agreement or the subject matter of this agreement
        shall be governed solely by the laws of the State of Delaware, without regard
        to
        any conflict of laws doctrines. The parties irrevocably consent to being
        served
        with legal process issued from the state and federal courts located in New
        York
        and irrevocably consent to the exclusive personal jurisdiction of the federal
        and state courts situated in the State of New York. The parties irrevocably
        waive any objections to the personal jurisdiction of these courts. Said courts
        shall have sole and exclusive jurisdiction over any and all claims,
        controversies, disputes and actions which in any way relate to this agreement
        or
        the subject matter of this agreement. The parties also irrevocably waive
        any
        objections that these courts constitute an oppressive, unfair, or inconvenient
        forum and agree not to seek to change venue on these grounds or any other
        grounds. 

       

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

      


      12. Notices.
        Any
        notice, demand, request, waiver or other communication required or permitted
        to
        be given hereunder shall be in writing and shall be effective (a) upon hand
        delivery by telecopy or facsimile at the address or number designated below
        (if
        delivered on a business day during normal business hours where such notice
        is to
        be received), or the first business day following such delivery (if delivered
        other than on a business day during normal business hours where such notice
        is
        to be received) or (b) on the second business day following the date of mailing
        by express courier service, fully prepaid, addressed to such address, or
        upon
        actual receipt of such mailing, whichever shall first occur. The addresses
        for
        such communications shall be:

       

       

      
        	If to the Issuer:	Juma Technology, Corp.
	 	154 Toledo Street
	 	Farmingdale, New York 11735
	 	Attention: Chief Executive
                Officer
	 	Tel. No.: (631) 300-1000
	 	Fax No.: (631) 270-1105 
	 	 
	with copies (which copies 	 
	shall not constitute notice) to:	Gersten Savage LLP
	 	600 Lexington Avenue, 9th
                Floor
	 	New York, New York 10022
	 	Attention: Jay Kaplowitz, Esq.
	 	Tel. No.: (212) 752-9700
	 	Fax No.: (212) 980-5192
	 	 
	If to any Holder:	At the address of such Holder set
                forth on
                Exhibit
                A
                to
                the Purchase Agreement, with copies to:
	 	 
	 	Sadis & Goldberg LLP
	 	551 Fifth Avenue, 21st
                Floor
	 	New York, New York 10176
	 	Attention: Steven Huttler, Esq.
	 	Tel. No.: (212) 947-3793
	 	Fax No.: (212)
                947-3796


      

         

      Any
        party
        hereto may from time to time change its address for notices by giving written
        notice of such changed address to the other party hereto.

       

      13. Warrant
        Agent.
        The
        Issuer may, by written notice to each Holder of this Warrant, appoint an
        agent
        having an office in New York, New York for the purpose of issuing shares
        of
        Warrant Stock on the exercise of this Warrant pursuant to Section
        2(e)
        hereof,
        exchanging this Warrant pursuant to Section
        2(e)
        hereof
        or replacing this Warrant pursuant to Section
        3(d)
        hereof,
        or any of the foregoing, and thereafter any such issuance, exchange or
        replacement, as the case may be, shall be made at such office by such
        agent.

      


      14. Remedies.
        The
        remedies provided in this Warrant shall be cumulative and in addition to
        all
        other remedies available under this Warrant, at law or in equity (including,
        without limitation, a decree of specific performance and/or other injunctive
        relief), no remedy contained herein shall be deemed a waiver of compliance
        with
        the provisions giving rise to such remedy and nothing herein shall limit
        a
        Holder's right to pursue actual damages for any failure by the Issuer to
        comply
        with the terms of this Warrant. Amounts set forth or provided for herein
        with
        respect to payments, exercise and the like (and the computation thereof)
        shall
        be the amounts to be received by the Holder hereof and shall not, except
        as
        expressly provided herein, be subject to any other obligation of the Issuer
        (or
        the performance thereof). The Issuer acknowledges that a breach by it of
        its
        obligations hereunder will cause irreparable and material harm to the Holder
        and
        that the remedy at law for any such breach may be inadequate. Therefore the
        Issuer agrees that, in the event of any such breach or threatened breach,
        the
        Holder shall be entitled, in addition to all other available rights and
        remedies, at law or in equity, to seek and obtain such equitable relief,
        including but not limited to an injunction restraining any such breach or
        threatened breach, without the necessity of showing economic loss and without
        any bond or other security being required. 

       

      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      

      


      15. Successors
        and Assigns.
        This
        Warrant and the rights evidenced hereby shall inure to the benefit of and
        be
        binding upon the successors and assigns of the Issuer, the Holder hereof
        and (to
        the extent provided herein) the Holders of Warrant Stock issued pursuant
        hereto,
        and shall be enforceable by any such Holder or Holder of Warrant
        Stock.

      


      16. Construction.
        This
        Warrant shall be deemed to be jointly drafted by the Company and all the
        Holders
        and shall not be construed against any person as the drafter hereof.


      


      17. Headings.
        The
        headings of the Sections of this Warrant are for convenience of reference
        only
        and shall not, for any purpose, be deemed a part of this Warrant.

      


      18. Registration
        Rights.
        The
        Holder of this Warrant is entitled to the benefit of certain registration
        rights
        with respect to the shares of Warrant Stock issuable upon the exercise of
        this
        Warrant pursuant to the Registration Rights Agreement and the registration
        rights with respect to the shares of Warrant Stock issuable upon the exercise
        of
        this Warrant by any subsequent Holder may only be assigned in accordance
        with
        the terms and provisions of the Registrations Rights Agreement and Section
        2(f)
        hereof.

       

      19. Enforcement
        Expenses.
        The
        Issuer agrees to pay all costs and expenses of the Holder incurred as a result
        of enforcement of this Warrant, including, without limitation, reasonable
        attorneys' fees and expenses.

       

      20. Binding
        Effect.
        The
        obligations of the Issuer and the Holder set forth herein shall be binding
        upon
        the successors and assigns of each such party, whether or not such successors
        or
        assigns are permitted by the terms hereof.

       

      [remainder
        of page intentionally left blank]

       

      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of the
        day and
        year first above written.

       

      
        	 	 	 
	 	
                JUMA
                  TECHNOLOGY CORP.

              
	 
 	 
 	 
 
	
              	By:  	/s/
                David Giangano
	 	
                
Name:
                David Giangano
	 	Title:
                Chief Executive Officer


      

       

      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

         

      

      EXERCISE
        FORM

      SERIES
        A
        WARRANT

      


      JUMA
        TECHNOLOGY CORP.

      


      The
        undersigned _______________, pursuant to the provisions of the within Warrant,
        hereby elects to purchase _____ shares of Common Stock of Juma Technology
        Corp.
        covered by the within Warrant.

       

      
        	Dated: _________________	Signature	 
	 	 	
                

              
	 	Address	 
	 	 	
                
 
	 	 	
                
 


      

      
         

      

      Number
        of
        shares of Common Stock beneficially owned or deemed beneficially owned by
        the
        Holder on the date of Exercise: _________________________

      


      The
        undersigned is an “accredited investor” as defined in Regulation D under the
        Securities Act of 1933, as amended.

       

      The
        undersigned intends that payment of the Warrant Price shall be made as (check
        one): 

       

      Cash
        Exercise _______ 

       

      Cashless
        Exercise _______

       

      If
        the
        Holder has elected a Cash Exercise, the Holder shall pay the sum of $________
        by
        certified or official bank check (or via wire transfer) to the Issuer in
        accordance with the terms of the Warrant. 

       

      If
        the
        Holder has elected a Cashless Exercise, a certificate shall be issued to
        the
        Holder for the number of shares equal to the whole number portion of the
        product
        of the calculation set forth below, which is ___________. The Company shall
        pay
        a cash adjustment in respect of the fractional portion of the product of
        the
        calculation set forth below in an amount equal to the product of the fractional
        portion of such product and the Per Share Market Value on the date of exercise,
        which product is ____________.

       

      X
        = Y -
(A)(Y)

       B

      


      Where: 

      


      The
        number of shares of Common Stock to be issued to the Holder
        __________________(“X”).

      


      The
        number of shares of Common Stock purchasable upon exercise of all of the
        Warrant
        or, if only a portion of the Warrant is being exercised, the portion of the
        Warrant being exercised ___________________________ (“Y”). 

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      The
        Warrant Price ______________ (“A”). 

      


      The
        Per
        Share Market Value of one share of Common Stock_______________________
        (“B”).


      


      ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the within Warrant and all rights evidenced thereby and
        does
        irrevocably constitute and appoint _____________, attorney, to transfer the
        said
        Warrant on the books of the within named corporation.

       

      
        
          	Dated: _________________	Signature	 
	 	 	
                  

                
	 	Address	 
	 	 	
                  
 
	 	 	
                  
 


        

         

        PARTIAL
          ASSIGNMENT

      

      


      FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the right to purchase _________ shares of Warrant Stock
        evidenced by the within Warrant together with all rights therein, and does
        irrevocably constitute and appoint ___________________, attorney, to transfer
        that part of the said Warrant on the books of the within named
        corporation.

       

      
        
          	Dated: _________________	Signature	 
	 	 	
                  

                
	 	Address	 
	 	 	
                  
 
	 	 	
                  
 


        

        
           

        

      

      FOR
        USE
        BY THE ISSUER ONLY:

      


      This
        Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
        ___________, _____, shares of Common Stock issued therefor in the name of
        _______________, Warrant No. W-_____ issued for ____ shares of Common Stock
        in
        the name of _______________.

      


      
        
          
          

        

        
          ii