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 14, 2012

     

    
      
        	
                Date
                  of Issuance: November 14, 2007

              	
                Number
                  of Shares: 1,000,000

              


      

    

     

    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 1,000,000 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 14, 2007and shall expire at
      6:00
      p.m., Eastern Time, on November 14, 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

        
          

        

      

      
         

      

    

    
      EXECUTION
        VERSION

    

     

    (c) Cashless
      Exercise.
      Notwithstanding any provisions herein to the contrary and commencing one (1)
      year following the Original Issue Date if the Per Share Market Value of one
      share of Common Stock is greater than the Warrant Price (at the date of
      calculation as set forth below), 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

        
          

        

      

      
         

      

    

    EXECUTION
      VERSION

     

    (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

        
          

        

      

      
         

      

    

    EXECUTION
      VERSION

     

    (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

        
          

        

      

      
         

      

    

    EXECUTION
      VERSION

     

    (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.

    


    (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.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    EXECUTION
      VERSION

     

    (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.

    


    (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.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    EXECUTION
      VERSION

     

    (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. 

    


    (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 of 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 divi-dend
      or
      other distribution of:

    


    (i) cash,

    


    (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

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    EXECUTION
      VERSION

     

    (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 two (2) years 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.

    


    (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).

     

    
      
         

      

      
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    EXECUTION
      VERSION

     

    (g) Other
      Provisions applicable to Adjustments under this Section.
      The
      following provisions shall be ap-plicable 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
      con-sideration 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 war-rants 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.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    EXECUTION
      VERSION

     

    (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.

    


    (iii) Fractional
      Interests.
      In
      computing ad-justments under this Section
      4,
      fractional interests in Common Stock shall be taken into account to the near-est
      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.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    EXECUTION VERSION

     

    (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
      exer-cises 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.

    


    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
      13
      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
      this provision shall be of no further force or effect during the sixty-one
      (61)
      days immediately preceding the expiration of the term of this
      Warrant.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    EXECUTION
      VERSION

     

    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.

     

    “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. 

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    EXECUTION
      VERSION

     

    "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.

    


    "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.

    


    "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 14, 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.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    EXECUTION
      VERSION

     

    “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.

    


    "Purchase
      Agreement"
      means
      the Note and Warrant Purchase Agreement dated as of November 14, 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.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    EXECUTION
      VERSION

     

    "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.

    


    "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.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    EXECUTION
      VERSION

     

    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; 

            


    

    


    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.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    EXECUTION
      VERSION

     

    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. 

    


    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 

            


    

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    EXECUTION
      VERSION

     

    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. 

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    EXECUTION
      VERSION

     

    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]

    


    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    EXECUTION
      VERSION

     

    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

            


    

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    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 Ordinary Shares to be issued to the Holder
      __________________(“X”).

    


    The
      number of Ordinary Shares 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 Ordinary Share _______________________
      (“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