AMENDMENT
      NO. 1 TO THE

    REGISTRATION
      RIGHTS AGREEMENT

    OF

    JUMA
      TECHNOLOGY CORP.

    


    This
      Amendment No. 1 to the Registration Rights 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 Registration Rights 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 (the
      “November
      Warrant”);
      

    


    WHEREAS,
      the
      Company and certain Purchasers entered into a Note and Warrant Purchase
      Agreement
      dated
      November 29, 2007 (the “Purchase
      Agreement”)
      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
      (i) issue Vision a Note in the principal amount of $600,000 (the “Replacement
      Note”)
      on the
      terms and conditions set forth in the Purchase Agreement and (ii) will provide
      Vision with registration rights under the Agreement for all shares of common
      stock issuable upon exercise of the November Warrant and conversion of the
      Replacement Note.

    


    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.
       Section
      1: Definitions.
      The
      definition of “Notes” is hereby deleted in its entirety and replaced with the
      following language:

     

     

    “Notes”
means
      collectively (i) the Senior Secured 10% Convertible Promissory Notes issued
      to
      the Purchasers pursuant to the Purchase Agreement and (ii) the Replacement
      Note.


     

     

    1.
       Section
      1: Definitions.
      The
      definition of “Conversion Shares” is hereby deleted in its entirety and replaced
      with the following language:

     

    


    “Conversion
      Shares”
means
      any shares of Common Stock issuable upon conversion of the Notes (including
      without limitation, the Replacement Note).

     

    2.
       Section
      1: Definitions.
      The
      definition of “Warrants” is hereby deleted in its entirety and replaced with the
      following language:

     

    


    “Warrants”
means
      collectively (i) the warrants to purchase shares of Common Stock issued to
      the
      Purchasers pursuant to the Purchase Agreement and (ii) the November
      Warrant.

     

    3.
       Section
      1: Definitions.
      The
      definition of “Warrant Shares” is hereby inserted immediately following the
      definition of “Warrants”:

     

    


    “Warrant
      Shares”
means
      any shares of Common Stock issuable upon exercise of the Warrants (including
      without limitation, the November Warrant).

     

    3. Section
      1: Definitions.
      The
      definition of “Registrable Securities” is hereby deleted in its entirety and
      replaced with the following language:

     

    “Registrable
      Securities”
means
      (i) the shares of Common Stock issuable upon conversion of the Notes (including
      without limitation, the Replacement Note) and any interest accrued thereon;
      (ii)
      the shares of Common Stock issuable upon payment of interest on the Notes
      (including without limitation, the Replacement Note); and (iii) the shares
      of
      Common Stock issuable upon exercise of the Warrants (including without
      limitation, the November Warrant).

     

    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
      Registration Rights 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