AMENDMENT
      NO. 1 TO THE

    NOTE
      AND WARRANT PURCHASE AGREEMENT

    OF

    JUMA
      TECHNOLOGY CORP.

    


    This
      Amendment No. 1 to the Note and Warrant Purchase Agreement (this “Amendment”),
      dated
      as of November 29, 2007, by and among Juma
      Technology Corp., a Delaware corporation (the “Company”),
      and
Vision
      Opportunity Master Fund, Ltd. (“Vision”)
      hereby
      amends the Note and Warrant Purchase Agreement, dated as of November 29, 2007,
      by and among the Company, and the Purchasers who are parties thereto (the
“Agreement”).
      Terms
      used in this Amendment without definition shall have the meanings given them
      in
      the Agreement.

    


    WHEREAS,
      on
      November 14, 2007, the Company issued to Vision: (i) a Senior Secured Promissory
      Note in the principal sum of $600,000 (the “November
      Note”),
      and
      (ii) a common stock purchase warrant to
      purchase 1,000,000 shares of the Company’s Common Stock; 

    


    WHEREAS,
      pursuant to the terms of the November Note, the outstanding principal and
      interest was due and payable to Vision upon the closing of the next financing
      of
      the Company; 

    


    WHEREAS,
      the
      Company and certain Purchasers entered into a Note and Warrant Purchase
      Agreement
      dated
      November 29, 2007 wherein the Purchasers were issued certain Notes and
      Warrants;
      

    


    WHEREAS,
      The
      Company and Vision have agreed that in lieu of the cash payment of principal
      and
      interest due and owing to Vision pursuant to the November Note, the Company
      will
      issue Vision a Note in the principal amount of $600,000 on the terms and
      conditions set forth in the Agreement;

    


    WHEREAS,
      the
      Company and Vision desire to amend the Agreement as more fully set forth herein;
      

    


    WHEREAS,
      this
      Amendment will be effective when it is executed by all parties; and

    


    NOW
      THEREFORE,
      in
      consideration of the premises and the agreements hereinafter set forth, and
      for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged by the each of the parties, the parties hereby amend the
      Agreement as follows:

    


    1. Issuances
      of Secured Notes.
      In
      exchange for the $600,000 due and owing to Vision pursuant to the November
      Note,
      the Company shall issue to Vision a Note (the “Replacement
      Note”)
      in the
      principal amount of $600,000. The Replacement Note shall be governed by all
      of
      the terms and conditions set forth in the Agreement.



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    2.
       Purchase
      Price; Other Terms.
      The
      amount due and payable under the November Note shall be included in the
      definition of Purchase Price and constitute payment in full for the issuance
      of
      the Replacement Note. The issuance of the Replacement Note shall constitute
      the
      issuance of a Note under all of the terms and conditions and the Transaction
      Documents, including the obligation by the Purchasers to provide a specific
      dollar amount of financing to the Company under Section 1 of the Agreement.
      

     

    3. Representations
      and Warranties of the Company.
      As of
      the date hereof, all representations and warranties of the Company are true
      and
      correct in all material respects.

     

    4. Full
      Force and Effect.
      Except
      to the extent the Agreement is modified by this Amendment, the other terms
      and
      provisions of the Agreement shall remain unmodified and in full force and
      effect. 

    


    


    


    *  *  *


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the
      Note and Warrant Purchase Agreement as of the date first above written.


    


    
      	 	
              The
                Company:

            
	 	 
	 	
              JUMA
                TECHNOLOGY CORP.

            
	 	 
	 	 
	 	
              By:   
                /s/ David Giangano

            
	 	
                       
                Name: David Giangano

            
	 	
                       
                Title: Chief Executive Officer

            


    

    


     

    


    


    ACKNOWLEDGED
      AND AGREED TO:

    


    VISION
      OPPORTUNITY MASTER FUND, LTD.

    


    


    
      	
              By:

            	
              /s/
                Adam Benowitz

            


    

    
      	 	
              Name:
                Adam Benowitz

            


    

    
      	 	
              Title:
                Director