ex10_2.htm


    
      

    

    Exhibit
      10.2

     

    
      EXHIBIT
        “C”

       

      WARRANT

       

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

       

      COMMON
        STOCK PURCHASE WARRANT

      


      Right
        to
        Purchase _______ Shares of Common Stock of

      


      ENTERCONNECT
        INC.

      


      
        	
                Warrant
                  No.: _____

              	
                Dated:  ________  __,
                  2007

              


      

      


      EnterConnect,
        Inc., a corporation
        organized under the laws of the State of Nevada (the “Corporation”) hereby
        certifies that, for value received, _________(“Subscriber”) or its successors or
        assigns (the “Holder”) is entitled to purchase from the Corporation upon the due
        exercise hereof, and subject to the terms and conditions herein, from the
        date
        of issue of this warrant (the “Warrant”) until the seventh anniversary of the
        issuance hereof (the "Expiration Date"), all or any part of _________ fully
        paid
        and non-assessable shares of common stock, par value $.001 per share (the
        "Common Stock") of the Corporation, upon surrender hereof, with the exercise
        form annexed hereto duly completed and executed, at the office of the
        Corporation and upon simultaneous payment therefore in cash or by certified
        or
        official bank check, payable to the order of the Corporation, at a price
        per
        share of $1.50 (the "Exercise Price"), subject to adjustment as provided
        herein.

      


      1.           Restriction
        on Transfer.  No resale of the Warrant or of any of the
        shares of Common Stock underlying the exercise of the Warrant (the “Underlying
        Stock”) will be made unless such resale is registered pursuant to a registration
        statement filed by the Corporation with the Securities and Exchange Commission
        (the "Commission") or an exemption from registration under the Securities
        Act of
        1933, as amended (the "Securities Act"). By acceptance of this agreement,
        the
        Holder agrees, for itself and all subsequent holders, that prior to making
        any
        disposition of the Warrant or of any Underlying Stock, the Holder shall give
        written notice to the Corporation describing briefly the proposed disposition;
        and no such disposition shall be made unless and until (i) the Corporation
        has
        notified the Holder that, in the opinion of counsel satisfactory to it, no
        registration or other action under the Securities Act is required with respect
        to such disposition (which opinion may be conditioned upon the transferee's
        assuming the Holder's obligation hereunder); or (ii) a registration statement
        under the Act has been filed by the Corporation and declared effective by
        the
        Commission or other such similar action has been taken.


      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      


      2.           Expiration
        of Warrant.  Unless this Warrant and the Exercise price are
        tendered as herein provided before the close of business on the Expiration
        Date,
        this Warrant will become wholly void and all rights and obligations set forth
        herein shall expire and terminate.

      


      3.           Partial
        Exercise.  If this Warrant is exercised for less than all the
        shares purchasable upon the exercise hereof, the Warrant shall be surrendered
        by
        the Holder and replaced with a new warrant of like tender in the name of
        the
        Holder providing for the right to purchase the number of shares of Underlying
        Stock as to which this Warrant has not yet been exercised.  The
        Company excludes the right to cashless exercise of the Warrant.

      


      4.           Call
        Option.  The Warrants may be callable in whole or in part by
        the Company in the event the stock trades at an average weighted price of
        $2.25
        for thirty (30) consecutive days.

      


      5.           Adjustments.  The
        Exercise Price and the number of shares of Underlying Stock of the Corporation
        issuable pursuant to such exercise are subject to adjustment as
        follows:

      


      (a)           In
        case the Corporation shall at any time declare a stock dividend or stock
        split
        on the outstanding shares of Common Stock in shares of its Common Stock,
        then
        the Exercise Price and number of shares of Underlying Stock shall be
        proportionately adjusted so that the holder of any Warrant exercised after
        such
        time shall be entitled to receive the aggregate number and kind of shares
        which
        if such Warrant had been exercised immediately prior to such time, he or
        she
        would have owned upon such exercise and been entitled to receive by virtue
        of
        such dividend.

      


      (b)           In
        any case the Corporation shall at any time subdivide or combine the outstanding
        shares of the Common Stock, the Exercise Price, initial or adjusted, in effect
        immediately prior to such subdivision or combination shall forthwith be
        proportionately decreased in the case of subdivision or increased in the
        case of
        combination.

      


      (c)           In
        case of any capital reorganization, sale of substantially all the assets
        of the
        Corporation, or any reclassification of the shares of Common Stock of the
        Corporation, or in case of any consolidation with or merger of the Corporation
        into or with another corporation, then as a part of such reorganization sale
        reclassification, consolidation or merger, as the case may be, provision
        shall
        be made so that the registered owner of the Warrant evidenced hereby shall
        have
        the right thereafter to receive upon the exercise thereof the kind and amount
        of
        shares of stock or other securities or property which he would have been
        entitled to receive if immediately prior to such reorganization,
        reclassification, consolidation or merger, he had held the number of shares
        of
        Underlying Stock which were then issuable upon the exercise of the Warrant
        evidenced hereby, to the end that the provisions set forth (including provisions
        with respect to adjustments of the Exercise Price) shall thereafter be
        applicable, as nearly as reasonably may be, in relation to any shares of
        stock
        or other property thereafter deliverable upon the exercise of such
        Warrants.


      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      


      (d)           If
        the Corporation at any time makes any spin-off, split-off, or distribution
        of
        assets upon or with respect to its Common Stock, as a liquidating or partial
        liquidating dividend, spin-off, or by way of return of capital, or other
        than as
        dividend payable out of earnings or any surplus legally available for dividends
        under the laws of the State of Nevada, the holder of each Warrant then
        outstanding shall, upon the exercise of the Warrant, receive, in addition
        to the
        shares of Common Stock then issuable on exercise of the Warrant, the amount
        of
        such assets (or, at the option of the Corporation, a sum equal to the value
        thereof at the time of the distributions) which would have been payable to
        such
        holder had he or she exercised the Warrant immediately prior to the record
        date
        for such distribution.

      


      (e)           When
        any adjustment is required to be made to the Exercise Price, the number of
        shares of Common Stock issuable shall be determined as provided for in paragraph
        (f) hereof. No fractional shares of Common Stock shall be issued upon the
        exercise of the Warrant.  The Corporation shall round all fractional
        shares to the next whole share.

      


      (f)           Whenever
        the Exercise Price is adjusted as provided above, the number of shares of
        Underlying Stock immediately prior to such adjustment shall be increased,
        effective simultaneously with such adjustment, by a number of shares of Common
        Stock computed by multiplying such number of shares of Common Stock by a
        fraction, the numerator of which is the Exercise Price in effect immediately
        prior to such adjustment and the denominator of which is the Exercise Price
        in
        effect upon such adjustment, and the number of shares of Underlying Stock
        arrived at by making said computation shall be added to the number of shares
        of
        Underlying Stock immediately prior to such adjustment. The total number of
        shares arrived at by making the computation provided for in the immediately
        preceding sentence shall thereupon be the number of shares of Common Stock
        issuable upon exercise or the Warrant and the Corporation shall forthwith
        determine the new Exercise Price, and (a) prepare a statement describing
        in
        reasonable detail the method used in arriving at the new Exercise Price;
        and (b)
        cause a copy of such statement to be mailed to the Holder within twenty (20)
        days after the date when the circumstance giving rise to the adjustments
        occurred.

      


      6.           Delivery
        of Underlying Stock.  As soon as practicable after the
        exercise hereof, the Corporation shall deliver a certificate or certificates
        for
        the number of full shares of Underlying Stock, all of which shall be fully
        paid
        and nonassessable, to the person or persons entitled to receive the same
        provided no sale, offer to sell or transfer of the Underlying Stock or of
        this
        Warrant, or of any shares or other securities issued in exchange for or in
        respect of such shares, shall be made unless a registration statement under
        the
        Act, with respect to such shares, is in effect or an exemption from the
        registration requirements of such Act is applicable to such shares.

      


      7.           Condition
        of Exercise of Warrant.

      


      (a)           Unless
        exercised pursuant to an effective registration statement under the Securities
        Act which includes the Underlying Stock, it shall be a condition to any exercise
        of this Warrant that the Corporation shall have received, at the time of
        such
        exercise, a representation in writing from the recipient in the form attached
        hereto as the “Notice of Exercise”, that the Shares being issued upon exercise,
        are being acquired for investment and not with a view to any sale or
        distribution thereof.


      
        
          
          

        

        
          C-3

          
            

          

        

        
          
          

        

      


      (b)           Each
        certificate evidencing the Underlying Stock issued upon exercise of this
        Warrant, shall be stamped or imprinted with a legend substantially in the
        following form:

      


      THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
        AND NOT
        WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF,
        AND
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
        "ACT") OR ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD,
        OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION
        OR
        AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
        REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

      


      Subject
        to this Section 7, the
        Corporation may instruct its transfer agent not to register the transfer
        of all
        or a part of this Warrant, or any of the Shares, unless one of the conditions
        specified in the above legend is satisfied.

      


      8.           Representations
        and Warranties of the Corporation.  The Corporation
        represents and warrants to the Holder as follows:

      


      (a)           This
        Warrant has been duly authorized and executed by the Corporation and is a
        valid
        and binding obligation of the Corporation enforceable in accordance with
        its
        terms;

      


      (b)           The
        Underlying Stock has been duly authorized and reserved for issuance by the
        Corporation and, when issued in accordance with the terms hereof, will be
        validly issued, fully paid and nonassessable;

      


      (c)           The
        execution and delivery of this Warrant are not, and the issuance of the
        Underlying Stock upon exercise of this Warrant in accordance with the terms
        hereof will not be, inconsistent with the Corporation's Articles of
        Incorporation or By-laws, as amended.

      


      9.           Representations
        and Warranties by the Holder.  The Holder represents and
        warrants to the Corporation as follows:

      


      (a)           This
        Warrant is being acquired for its own account, for investment and not with
        a
        view to, or for resale in connection with, any distribution or public offering
        thereof within the meaning of the Securities Act.  Upon exercise of
        this Warrant, the Holder shall, if so requested by the Corporation, confirm
        in
        writing, in a form reasonably satisfactory to the Corporation, that the
        Underlying Stock issuable upon exercise of this Warrant is being acquired
        for
        investment and not with a view toward distribution or resale.


      
        
          
          

        

        
          C-4

          
            

          

        

        
          
          

        

      


      (b)           The
        Holder understands that the Warrant and the Underlying Stock have not been
        registered under the Securities Act by reason of their issuance in a transaction
        exempt from the registration and prospectus delivery requirements of the
        Securities Act pursuant to Section 4(2) thereof, and that they must be held
        by
        the Holder indefinitely, and that the Holder must therefore bear the economic
        risk of such investment indefinitely, unless a subsequent disposition thereof
        is
        registered under the Securities Act or is exempted from such
        registration.

      


      (c)           The
        Holder has such knowledge and experience in financial and business matters
        that
        it is capable of evaluating the merits and risks of the purchase of this
        Warrant
        and the Underlying Stock and of protecting its interests in connection
        therewith.

      


      (d)           The
        Holder is able to bear the economic risk of the purchase of the Underlying
        Stock
        pursuant to the terms of this Warrant.

      


      10.           Rights
        of Stockholders.  No holder of this Warrant shall be
        entitled, as a warrant-   holder, to vote or receive dividends or
        be deemed the holder of Common Stock or any other securities of the Corporation
        which may at any time be issuable on the exercise hereof for any purpose,
        nor
        shall anything contained herein be construed to confer upon the holder of
        this
        Warrant, as such, any of the rights of a stockholder of the Corporation or
        any
        right to vote for the election of directors or upon any matter submitted
        to
        stockholders at any meeting thereof, or to give or withhold consent to any
        corporate action (whether upon any recapitalization, issuance of stock,
        reclassification of stock, change of par value, consolidation, merger,
        conveyance, or otherwise) or to receive notice of meetings, or to receive
        dividends or subscription rights or otherwise until the Warrant shall have
        been
        exercised and the Shares purchasable upon the exercise hereof shall have
        become
        deliverable, as provided herein.

      


      11.           Miscellaneous.

      


      (a)           This
        Warrant and any term hereof may be changed, waived, discharged or terminated
        only by an instrument in writing signed by the party against which enforcement
        of such change, waiver, discharge or termination is sought.

      


      (b)           This
        Warrant shall be governed by and construed in accordance with the laws of
        State
        of Nevada without regard to principles of conflicts of laws.  Any
        action brought concerning the transactions contemplated by this Warrant shall
        be
        brought only in the state courts of New York or in the federal courts located
        in
        the state of New York; provided, however, that the Corporation may choose
        to
        waive this provision and bring an action outside the state of New
        York.

      


      (c)           The
        invalidity or unenforceability of any provision hereof shall in no way affect
        the validity or enforceability of any other provision.


      
        
          
            
            

          

          
            C-5

            
              

            

          

          
            
            

          

        

      

      


      (d)           The
        headings in this Warrant are for purposes of reference only, and shall not
        limit
        or otherwise affect any of the terms hereof.


      (e)           The
        terms of this Warrant shall be binding upon and shall inure to the benefit
        of
        any successors or assigns of the Corporation and of the holder or holders
        hereof
        and of the Underlying Stock.

      


      (f)           This
        Warrant and the other documents delivered pursuant hereto constitute the
        full
        and entire understanding and agreement between the parties with regard to
        the
        subjects hereof and thereof.

      


      (g)           Upon
        receipt of evidence reasonably satisfactory to the Corporation of the loss,
        theft, destruction or mutilation of this Warrant and, in the case of any
        such
        loss, theft or destruction, upon delivery of an indemnity agreement reasonably
        satisfactory in form and amount to the Corporation or, in the case of any
        such
        mutilation, upon surrender and cancellation of such Warrant, the Corporation
        at
        its expense will execute and deliver to the holder of record, in lieu thereof,
        a
        new Warrant of like date and tenor.

      


      (h)           This
        Warrant and any provision hereof may be amended, waived or terminated only
        by an
        instrument in writing signed by the Corporation and the Holder.

      


      (i)           Receipt
        of this Warrant by the Holder hereof shall constitute acceptance of and
        agreement to the foregoing terms and conditions.


      
        
          
          

        

        
          C-6

          
            

          

        

        
          
          

        

      


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

      


      Dated:
        ____________ __, 2007

      


      ENTERCONNECT
        INC.

      


      


      
        	
                By:

              	
                 

              	 
	 	
                Name:  Sam
                  Jankovich

              	 
	 	
                Title:   Chief
                  Executive Officer

              	 


      

      


      


      
        	
                Warrant Holder:

              	
                 

              	 
	 	 	 
	
                Address:

              	
                 

              	 
	 	 	 
	
                City:

              	
                 

              	 
	 	 	 
	
                State:

              	
                 

              	
                Zip Code:

              	
                 

              	 


      

       

      
        
          
          

        

        
          C-7

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C-1

      


      NOTICE
        OF EXERCISE

      


      TO:              ENTERCONNECT
        INC.

      


      1.              The
        undersigned hereby elects to purchase ________ shares of Common Stock of
        EnterConnect, Inc. pursuant to the terms of this Warrant, and tenders herewith
        payment of the purchase price of such shares in full.

      


      2.              Please
        issue a certificate or certificates representing said shares of Common Stock
        in
        the name of the undersigned or in such other name as is specified
        below:

      


      


      
        	 	
                 

              	 
	 	
                (Name)

              	 
	 	 	 
	 	
                 

              	 
	 	 	 
	 	
                 

              	 
	
                 

              	
                (Address)

              	 


      

      


      3.              The
        undersigned hereby represents and warrants that the aforesaid shares of Common
        Stock are being acquired for the account of the undersigned for investment
        and
        not with a view to, or for resale, in connection with the distribution thereof,
        and that the undersigned has no present intention of distributing or reselling
        such shares and all representations and warranties of the undersigned set
        forth
        in Section 9 of the attached Warrant are true and correct as of the date
        hereof.  In support thereof, the undersigned agrees to execute an
        Investment Representation Statement in a form substantially similar to the
        form
        attached to the Warrant – “Investment Representation Statement”.

      


      


      
        	 	
                 

              	 
	 	
                (Signature)

              	 	 
	 	 	 	 
	 	
                By:

              	
                 

              	 
	 	 	 	 
	 	
                Title:

              	
                 

              	 
	 	 	 	 
	 	
                Date:

              	
                 

              	
                ,
                  200

              	
                 

              	 	 


      

       

      
        
          
          

        

        
          C-8

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C-2

      


      INVESTMENT
        REPRESENTATION STATEMENT

       

      
        
          	
                   

                	
                  PURCHASER:

                	______________________________
	 	
                   

                	 
	 	
                  SELLER:

                	
                  ENTERCONNECT
                    INC.

                
	 	 	 
	 	
                  SECURITIES:

                	
                  COMMON
                    STOCK ISSUED UPON EXERCISE OF THE WARRANTS ISSUED ON ____________
                    __,
                    2007

                
	 	 	 
	 	
                  AMOUNT:

                	
                  $
                    ____________________________

                
	 	 	 
	 	
                  SHARES:

                	_____________________________
	 	 	 
	 	
                  DATE:

                	
                  _____________________________
                    , 200_

                


        

         

      

      In
        connection with the purchase of the above-listed Securities, I, the Purchaser,
        represent to the Seller and to the Corporation the following:

      


      (a)              I
        am aware of the Company’s business affairs and financial condition, and have
        acquired sufficient information about the Company to reach an informed and
        knowledgeable decision to acquire the Securities.  I am purchasing
        these Securities for my own account for investment purposes only and not
        with a
        view to, or for the resale in connection with, any "distribution" thereof
        for
        purposes of the Securities Act of 1933, as amended (the "Securities
        Act").

      


      (b)              I
        understand that the Securities have not been registered under the Securities
        Act
        in reliance upon a specific exemption therefrom, which exemption depends
        upon,
        among other things, the bona fide nature of my investment intent as expressed
        herein.  In this connection, I understand that, in the view of the
        Securities and Exchange Commission (the "Commission"), the statutory basis
        for
        such exemption may be unavailable if my representation was predicated solely
        upon a present intention to hold these Securities for the minimum capital
        gains
        period specified under tax statutes, for a deferred sale, for or until an
        increase or decrease in the market price of the Securities, or for a period
        of
        one year or any other fixed period in the future.

      


      (c)              I
        further understand that the Securities may  be held indefinitely
        unless subsequently registered under the Securities Act or unless an exemption
        from registration is otherwise available.  In addition, I understand
        that the certificate evidencing the Securities will be imprinted with a legend
        which prohibits the transfer of the Securities unless they are registered
        or
        such registration is not required in the opinion of counsel for the
        Company.

      


      (d)              I
        am familiar with the provisions of Rule 144, promulgated under the Securities
        Act, which, in substance, permits limited public resale of "restricted
        securities" acquired, directly or indirectly, from the issuer thereof, in
        a
        non-public offering subject to the satisfaction of certain
        conditions.


      
        
          
          

        

        
          C-9

          
            

          

        

        
          
          

        

      


      The
        Securities may be resold in
        certain limited circumstances subject to the provisions of Rule 144, which
        requires among other things:  (1) the availability of certain public
        information about the Company, (2) the resale occurring not less than one
        year
        after the party has purchased, and made full payment for, within the meaning
        of
        Rule 144, the securities to be sold; and, in the case of an affiliate, or
        of a
        non-affiliate who has held the securities less than two years, (3) the sale
        being made through a broker in an unsolicited "broker's transaction" or in
        transactions directly with a market maker (as said term is defined under
        the
        Securities Exchange Act of 1934) and the amount of securities being sold
        during
        any three month period not exceeding the specified limitations stated therein,
        if applicable.

      


      (e)              I
        further understand that in the event all of the applicable requirements of
        Rule
        144 are not satisfied, registration under the Securities Act, compliance
        with
        Regulation A, or some other registration exemption will be required; and
        that,
        notwithstanding the fact that Rule 144 is not exclusive, the Staff of the
        Commission has expressed its opinion that persons proposing to sell private
        placement securities other than in a registered offering and otherwise than
        pursuant to Rule 144 will have a substantial burden of proof in establishing
        that an exemption from registration is available for such offers or sales,
        and
        that such persons and their respective brokers who participate in such
        transactions do so at their own risk.

      


      


      
        	 	
                 

              
	 	
                (Signature)

              	 	 	 	 
	 	 	 	 	 	 
	 	
                By:

              	
                 

              	 
	 	 	 	 	 	 
	 	
                Title:

              	
                 

              	 
	 	 	 	 	 	 
	 	
                Date:

              	
                 

              	
                ,
                  200

              	 	 


      


C-10