**EXHIBIT 10.5****THIS WARRANT OR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE ORDISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii)AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCHREGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE APPROPRIATEGOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF****SECTION 7OF THIS WARRANT.****WARRANT TO PURCHASE SHARES****OF COMMON STOCK (this “WARRANT”)**Brookside Technology Holding Corp., a Florida corporation (the “COMPANY”), hereby certifies that,for value received, Dynamic Decisions Strategic Opportunities (the “HOLDER”) is the registeredholder of a warrant (the “WARRANT”) to subscribe for and purchase 10,000,000 shares of the fullypaid and nonassessable Common Stock (as adjusted pursuant to Section 4 hereof, the “WARRANTSHARES”) of the Company, at a price per share equal to $0.114 (the “WARRANT PRICE,” as adjustedpursuant to Section 4 hereof), subject to the provisions and upon the terms and conditionshereinafter set forth.As used herein, (a) the term “COMMON STOCK” shall mean the Company’s presently authorized CommonStock, par value $.001 per share, and any stock into or for which such Common Stock may hereafterbe converted or exchanged and (b) the term “DATE OF GRANT” shall mean August 30, 2007.1. **Term.** The purchase right represented by this Warrant is exercisable, in whole or inpart, at any time after the Date of Grant (the “INITIAL EXERCISE DATE”) and from time to timethereafter through and including the close of business on the date five (5) years from theInitial Exercise Date (the “EXPIRATION DATE”).2. **Exercise; Expiration; Redemption****.** **a.** **Method of Exercise; Payment; Issuance of New Warrant**. Subject to Section1 hereof, the purchase right represented by this Warrant may be exercised by theholder hereof, in whole or in part and from time to time after the Initial ExerciseDate, by the surrender of this Warrant (with the notice of exercise form attachedhereto as Exhibit A duly executed) at the principal office of the Company andby the payment to the Company of an amount equal to the then applicable Warrant Pricemultiplied by the number of Warrant Shares then being purchased. The person or personsin whose name(s) any certificate(s) representing shares of Common Stock shall beissuable upon exercise of this Warrant shall be deemed to have become the holder(s) ofrecord of, and shall be treated for all purposes as the record holder(s) of, the sharesrepresented thereby (and such shares shall be deemed to have been issued) immediatelyprior to the close of business on the
 

 
   date or dates upon which this Warrant is exercised. In the event of any exercise ofthe rights represented by this Warrant, certificates for the shares of stock sopurchased shall be delivered to the holder hereof as soon as possible and in anyevent within thirty (30) days after such exercise and, unless this Warrant has beenfully exercised, a new Warrant representing the portion of the Warrant Shares, ifany, with respect to which this Warrant shall not then have been exercised shallalso be issued to the holder hereof as soon as possible and in any event within suchthirty (30) day period. **b.** **Cashless Exercise**. If the Company has not registered the resale of the sharesof common stock into which this Warrant may be exercised within one year of the Date ofGrabnt, then, from and after such time and until the expiration of this Warrant, thisWarrant may be exercised by means of a “cashless exercise” in which the Holder shall beentitled to receive a certificate for the number of Warrant Shares equal to thequotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP (as defined below) for the 10 Trading Daysimmediately preceding the date of such election;  (B) = the Exercise Price of this Warrant, as adjusted; and  (X) = the number of Warrant Shares issuable upon exercise of thisWarrant in accordance with the terms of this Warrant by means of a cashexercise rather than a cashless exercise.For purposes of this Warrant, the term “VWAP” shall mean, for any date, the pricedetermined by the first of the following clauses that applies: (a) if the CommonStock is then listed or quoted on Nasdaq or any other national securities exchangeon which the Common stock is then listed or quoted (each such exchange, a “TradingMarket”), the daily volume weighted average price of the Common Stock for such date(or the nearest preceding date) on the Trading Market on which the Common Stock isthen listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from9:30 a.m. New York City time to 4:02 p.m. New York City time); (b) if the OTCBulletin Board is not a Trading Market, the volume weighted average price of theCommon Stock for such date (or the nearest preceding date) on the OTC BulletinBoard; (c) if the Common Stock is not then listed or quoted on a Trading Market orthe OTC Bulletin Board and if prices for the Common Stock are then reported in the“Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agencysucceeding to its functions of reporting prices), the most recent bid price pershare of the Common Stock so reported; or (d) in all other cases, the fair marketvalue of a share of Common Stock as determined by an independent appraiser selectedin good faith by the Holder and reasonably acceptable to the Company, the fees andexpenses of which shall be paid by the Company.
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 **c.** **Expiration**. In the event that any portion of this Warrant is unexercised as ofthe Expiration Date, such portion of this Warrant shall automatically expire, and theHolder shall have no rights with respect to such unexercised portion of this Warrant.  **d.** **Maximum**. In no event shall any holder be entitled to exercise any WarrantShares to the extent that, after such exercise, the sum of the number of shares ofCommon Stock beneficially owned by any holder and its affiliates (other than shares ofCommon Stock which may be deemed beneficially owned through the ownership of theunexercised portion of the Warrant Shares or any unexercised right held by any holdersubject to a similar limitation), would result in beneficial ownership by any holderand its affiliates of more than 4.99% of the outstanding shares of Common Stock (aftertaking into account the shares to be issued to the holder upon such exercise). Forpurposes of this Section 2(c), beneficial ownership shall be determined inaccordance with Section 13(d) of the Securities Exchange Act of 1934, as amended.Nothing herein shall preclude the holder from disposing of a sufficient number of other            shares of Common Stock beneficially owned by the holder so as to thereafter permit thecontinued exercise of this Warrant.3. **Stock Fully Paid Reservation of Shares**. All Warrant Shares that may be issued uponthe exercise of the rights represented by this Warrant will, upon issuance pursuant to theterms and conditions herein, be fully paid and non-assessable, and free from all taxes (otherthan any taxes determined with respect to, or based upon, the income of the person to whomsuch shares are issued), liens and charges (other than liens or charges created by actions ofthe holder of this Warrant or the person to whom such shares are issued), and pre-emptiverights with respect to the issue thereof. During the period within which the rightsrepresented by this Warrant may be exercised, the Company will at all times have authorized,and reserved for the purpose of the issue upon exercise of the purchase rights evidenced bythis Warrant, a sufficient number of shares of its Common Stock to provide for the exercise ofthe rights represented by this Warrant.4. **Adjustment of Warrant Price and Number of Shares.** The number and kind of securitiespurchasable upon the exercise of this Warrant and the Warrant Price shall be subject toadjustment from time to time upon the occurrence of certain events, as follows: **a.** **Reclassification or Merger.**In case of any reclassification, change orconversion of securities of the class issuable upon exercise of this Warrant (otherthan a change in par value, or from par value to no par value, or from no par value topar value, or as a result of a subdivision or combination), or in case of any merger ofthe Company with or into another corporation (other than a merger with anothercorporation in which the Company is the acquiring and the surviving corporation andwhich does not result in any reclassification or change of outstanding securitiesissuable upon exercise of this Warrant), or in case of any sale of all or substantiallyall of the assets of the Company, the Company, or such successor or purchasingcorporation, as the case may be, shall duly execute and deliver to the holder of thisWarrant a new Warrant so that the holder of this Warrant shall have
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   the right to receive, at a total purchase price not to exceed that payable upon theexercise of the unexercised portion of this Warrant, and in lieu of the shares ofCommon Stock theretofore issuable upon exercise of this Warrant, the kind and amountof shares of stock, other securities, money and property receivable upon suchreclassification, change or merger by a holder of the number of shares of CommonStock then purchasable under this Warrant. Such new Warrant shall provide foradjustments that shall be as nearly equivalent as may be practicable to theadjustments provided for in this Section 4. The provisions of thisSection 4(a) shall similarly apply to successive reclassifications, changes,mergers and transfers. **b.** **Subdivision or Combination of Shares.**If at any time while this Warrant remainsoutstanding and unexpired the Company shall subdivide or combine its outstanding sharesof Common Stock, the Warrant Price shall be proportionately decreased in the case of asubdivision and increased in the case of a combination, effective at the close ofbusiness on the date the subdivision or combination becomes effective.  **c.** **Stock Dividends.**If at any time while this Warrant is outstanding and unexpiredthe Company shall pay a dividend with respect to Common Stock payable in Common Stock,then the Warrant Price shall be adjusted, from and after the date of determination ofstockholders entitled to receive such dividend or distribution, to that pricedetermined by multiplying the Warrant Price in effect immediately prior to such date ofdetermination by a fraction (i) the numerator of which shall be the total number of            shares of Common Stock outstanding immediately prior to such dividend, and (ii) thedenominator of which shall be the total number of shares of Common Stock outstandingimmediately after such dividend.  **d.** **Adjustment of Number of Shares**. Upon each adjustment in the Warrant Price, thenumber of Warrant Shares purchasable hereunder shall be adjusted, to the nearest wholeshare, to the product obtained by multiplying the number of Warrant Shares purchasableimmediately prior to such adjustment in the Warrant Price by a fraction, the numeratorof which shall be the Warrant Price immediately prior to such adjustment and thedenominator of which shall be the Warrant Price immediately thereafter5. **Notice of Adjustments**. Whenever the Warrant Price or the number of Warrant Sharespurchasable hereunder shall be adjusted pursuant to Section 4 hereof, the Companyshall deliver to the holder of this Warrant a certificate signed by its chief financialofficer setting forth, in reasonable detail, the event requiring the adjustment, the amount ofthe adjustment, the method by which such adjustment was calculated, and the Warrant Price andthe number of Warrant Shares purchasable hereunder after giving effect to such adjustment6. **Fractional Shares**. No fractional shares of Common Stock will be issued in connectionwith any exercise hereunder, but in lieu of such fractional shares the Company shall make acash payment therefor based on the fair market value of a share of Common Stock on
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the date of exercise, or round up to the next whole number of shares, at the Company’soption. “FAIR MARKET VALUE” of a share of Common Stock as of a particular date (the“DETERMINATION DATE”) shall mean (i) if shares of Common Stock are traded on a nationalsecurities exchange (an “EXCHANGE”), the weighted average of the closing sale price of ashare of the Common Stock of the Company on the last five (5) trading days prior to theDetermination Date reported on such Exchange as reported in The Wall Street Journal(weighted with respect to the trading volume with respect to each such day); (ii) if sharesof Common Stock are not traded on an Exchange but trade in the over-the-counter market andsuch shares are quoted on the National Association of Securities Dealers AutomatedQuotations System (“NASDAQ”), the weighted average of the closing sale price of a share ofthe Common Stock of the Company on the last five (5) trading days prior to the DeterminationDate reported on NASDAQ as reported in The Wall Street Journal (weighted with respect to thetrading volume with respect to each such day); (iii) if such shares are an issue for whichlast sale prices are not reported on NASDAQ, the average of the closing sale price, in eachcase on the last five (5) trading days (or if the relevant price or quotation did not existon any of such days, the relevant price or quotation on the next preceding business day onwhich there was such a price or quotation) prior to the Determination Date as reported bythe Over the Counter Bulletin Board (the “OTCBB”), the National Quotation Bureau,Incorporated, or any other successor organization; (iv) if no closing sales price isreported for the Common Stock by the OTCBB, National Quotation Bureau, Incorporated or anyother successor organization for such day, the average of the high and low bid and askedprice of any of the market makers for the Common Stock as reported on the OTCBB or in the“pink sheets” by the Pink Sheets, LLC on the last five (5) trading days; or (v) if no pricecan be determined on the basis of the above methods of valuation, then the judgment ofvaluation shall be determined in good faith by the Board of Directors of the Company, whichdetermination shall be described in a duly adopted board resolution certified by theCompany’s Secretary or Assistant Secretary. If the Board of Directors of the Company isunable to determine any Valuation (as defined below), or if the holders of at least fiftypercent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the“REQUESTING HOLDERS”) disagree with the Board’s determination of any Valuation by writtennotice delivered to the Company within five (5) business days after the determinationthereof by the Board of Directors of the Company is communicated to holders of the Warrantsaffected thereby, which notice specifies a majority-in-interest of the Requesting Holders’determination of such Valuation, then the Company and a majority-in-interest of theRequesting Holders shall select a mutually acceptable investment banking firm of nationalreputation which has not had a material relationship with the Company or any officer of theCompany within the preceding two (2) years, which shall determine such Valuation. Suchinvestment banking firm’s determination of such Valuation shall be final, binding andconclusive on the Company and the holders of all of the Warrants issued hereunder and thenoutstanding. Any and all costs and fees of such investment banking firm shall be borneequally by the Company and the Requesting Holders, however, if the Valuation is withinninety percent (90%) of either party’s valuation, then the other party shall pay all of thecosts and fees of such investment banking firm. The term “VALUATION” shall mean thedetermination, to be made
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initially by the Board of Directors of the Company, of the fair market value per share ofCommon Stock pursuant to clause (v) above7. **Compliance with Securities Act and Investor Rights Agreement; Disposition of Warrant orWarrant Shares**. **a.** **Compliance with Securities Act**. The holder of this Warrant, by acceptancehereof, agrees that this Warrant and the shares of Common Stock to be issued uponexercise hereof are being acquired for investment purposes only and that such holderwill not offer, sell or otherwise dispose of this Warrant, or any shares of CommonStock to be issued upon exercise hereof, except under circumstances which will notresult in a violation of the Securities Act. Upon exercise of this Warrant, the holderhereof shall confirm in writing, by executing the form attached as Schedule 1to Exhibit A hereto, that the shares of Common Stock so purchased are beingacquired for investment and not with a view toward distribution or resale. This Warrantand all shares of Common Stock issued upon exercise of this Warrant (unless registeredunder the Securities Act) shall be stamped or imprinted with a legend in substantiallythe following form:“THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BEEFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) ANOPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCHREGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THEAPPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE COMPLYING WITH THEPROVISIONS OF SECTION 7 OF THE WARRANT UNDER WHICH THESE SECURITIES WEREISSUED DIRECTLY OR INDIRECTLY.” **b.** **Representations**. In addition, in connection with the issuance of this Warrant,the holder specifically represents to the Company by acceptance of this Warrant asfollows:     (i) The holder is aware of the Company’s business affairs and financialcondition, and has acquired information about the Company sufficient to reach aninformed and knowledgeable decision to acquire this Warrant. The holder isacquiring this Warrant for its own account for investment purposes only and notwith a view to, or for the resale in connection with, any “distribution” thereoffor purposes of the Securities Act.     (ii) The holder understands that this Warrant and the Warrant Shares have notbeen registered under the Securities Act in reliance upon a specific exemptionthere from, which exemption depends upon, among other things, the bona fide natureof the holder’s investment intent as expressed herein. In this connection, theholder understands that, in the view of the SEC, the statutory
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basis for such exemption may be unavailable if the holder’s representation waspredicated solely upon a present intention to hold the Warrant and the WarrantShares for the minimum capital gains period specified under applicable tax laws,for a deferred sale, for or until an increase or decrease in the market price ofthe Warrant and the Warrant Shares, or for a period of one (1) year or any otherfixed period in the future.     (iii) The holder further understands that this Warrant and the Warrant Sharesmust be held indefinitely unless subsequently registered under the Securities Actand any applicable state securities laws, or unless exemptions from registrationare otherwise available.     (iv) The holder is aware of the provisions of Rule 144 and 144A, promulgatedunder the Securities Act, which, in substance, permit limited public resale of“restricted securities” acquired, directly or indirectly, from the issuer thereof(or from an affiliate of such issuer), in a non-public offering subject to thesatisfaction of certain conditions, if applicable, including, among other things:the availability of certain public information about the Company, the resaleoccurring not less than one (1) year after the party has purchased and paid for thesecurities to be sold; the sale being made through a broker in an unsolicited“broker’s transaction” or in transactions directly with a market maker (as saidterm is defined under the Securities Exchange Act of 1934, as amended) and theamount of securities being sold during any three (3) month period not exceeding thespecified limitations stated therein.     (v) The holder further understands that at the time it wishes to sell thisWarrant and the Warrant Shares there may be no public market upon which to makesuch a sale, and that, even if such a public market then exists, the Company maynot be satisfying the current public information requirements of Rule 144 and 144A,and that, in such event, the holder may be precluded from selling this Warrant andthe Warrant Shares under Rule 144 and 144A even if the one (1)-year minimum holdingperiod has been satisfied.     (vi) The holder further understands that, in the event that all of therequirements of Rule 144 and 144A are not satisfied, registration under theSecurities Act, compliance with Regulation A, or some other registration exemptionwill be required; and that, notwithstanding the fact that Rule 144 and 144A are notexclusive, the Staff of the SEC has expressed its opinion that persons proposing tosell private placement securities other than in a registered offering and otherwisethan pursuant to Rule 144 and 144A will have a substantial burden of proof inestablishing that an exemption from registration is available for such offers orsales, and that such persons and their respective brokers who participate in suchtransactions do so at their own risk. **c.** **Exchange.**This Warrant may be exchanged, without payment of any service charge,for one (1) or more new Warrants of like tenor exercisable for the same aggregatenumber of shares of Common Stock upon surrender to the Company by
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   the registered holder hereof in person or by legal representative or by attorneyduly authorized in writing and, upon issuance of the new Warrant or Warrants, thesurrendered Warrant shall be cancelled and disposed of by the Company. **d.** **Disposition of Warrant or Warrant Shares.**With respect to any offer, sale orother disposition of this Warrant, or any Warrant Shares acquired pursuant to theexercise of this Warrant prior to registration of such Warrant or Warrant Shares, theholder hereof and each subsequent holder of this Warrant agrees to give written noticeto the Company prior thereto, describing briefly the manner thereof, together with awritten opinion of such holder’s counsel, if reasonably requested by the Company, tothe effect that such offer, sale or other disposition may be effected withoutregistration or qualification (under the Securities Act as then in effect or anyfederal or state law then in effect) of this Warrant or such Warrant Shares andindicating whether or not under the Securities Act certificates for this Warrant orsuch Warrant Shares to be sold or otherwise disposed of require any restrictive legendas to applicable restrictions on transferability in order to ensure compliance withapplicable laws. Promptly upon receiving such written notice and reasonablysatisfactory opinion, if so requested, the Company, as promptly as practicable, shallnotify such holder that such holder may sell or otherwise dispose of this Warrant orsuch Warrant Shares, all in accordance with the terms of the notice delivered to theCompany. If a determination has been made pursuant to this Section 7(e) thatthe opinion of counsel for the holder is not reasonably satisfactory to the Company,the Company shall so notify the holder promptly after such determination has been madeand neither this Warrant nor any Warrant Shares shall be sold or otherwise disposed ofuntil such disagreement has been resolved. The foregoing notwithstanding, this Warrantor such Warrant Shares may (i) as to such federal laws, be offered, sold or otherwisedisposed of in accordance with Rule 144 and 144A under the Securities Act, providedthat the Company shall have been furnished with such information as the Company mayreasonably request to provide a reasonable assurance that the provisions of Rule 144and 144A have been satisfied and (ii) be offered, sold, distributed or otherwisetransferred to Affiliates of the Holder without regard to this Section 7(e),but only if the Company is in receipt of an opinion of counsel as to the permissibilityof such transfer under federal and state securities laws and an investor representationletter from the transferee, in form and substance reasonably satisfactory to theCompany. Each certificate representing this Warrant or the Warrant Shares thustransferred (except a transfer pursuant to Rule 144) shall bear a legend as to theapplicable restrictions on transferability in order to ensure compliance with suchlaws, unless, in the aforesaid opinion of counsel for the holder, such legend is notrequired in order to ensure compliance with such laws. The Company may issue stoptransfer instructions to its transfer agent or, if acting as its own transfer agent,the Company may stop transfer on its corporate books, in connection with suchrestrictions. As used herein, “AFFILIATE OF THE HOLDER” shall mean (x) any owner,shareholder, partner or member of the Holder, and (y) any other Person that directly orindirectly, through one or more intermediaries, Controls or is Controlled by or isunder common Control with the Holder.
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9. **Rights as Stockholders; Information**. No holder of this Warrant, as such, shall beentitled to vote or be deemed the holder of Common Stock or any other securities of theCompany which may at any time be issuable on the exercise hereof for any purpose, nor shallanything contained herein be construed to confer upon the holder of this Warrant, as such, anyof the rights of a stockholder of the Company or any right to vote for the election of thedirectors or upon any matter submitted to stockholders at any meeting thereof, or to receivenotice of meetings, until this Warrant shall have been exercised and the Warrant Sharespurchasable upon the exercise hereof shall have become deliverable, as provided herein. 10. **Modification and Waiver.** This Warrant and any provision hereof may be changed,waived, discharged or terminated only by an instrument in writing signed by the party againstwhich enforcement of the same is sought11. **Notices.** Unless otherwise specifically provided herein, all communications under thisWarrant shall be in writing and shall be deemed to have been duly given (i) on the date ofservice if served personally on the party to whom notice is to be given; (ii) on the day oftransmission if sent by facsimile transmission to the number shown on the books of theCompany, and telephonic confirmation of receipt is obtained promptly after completion oftransmission; (iii) on the day after delivery to Federal Express or similar overnight courier;or (iv) on the fifth day after mailing, if mailed to the party to whom notice is to be given,by first class mail, registered or certified, postage prepaid, and properly addressed, returnreceipt requested, to each such holder at its address as shown on the books of the Company orto the Company at the address indicated therefor on the signature page of this Warrant. Anyparty hereto may change its address for purposes of this Section by giving the other partywritten notice of the new address in the manner set forth herein.12. **Binding Effect on Successors**. This Warrant shall be binding upon any corporationsucceeding the Company by merger, consolidation or acquisition of all or substantially all ofthe Company’s assets, and all of the obligations of the Company relating to the Common Stockissuable upon the exercise or conversion of this Warrant shall survive the exercise,conversion and termination of this Warrant and all of the covenants and agreements of theCompany shall inure to the benefit of the successors and assigns of the holder hereof. TheCompany will, at the time of the exercise or conversion of this Warrant, in whole or in part,upon request of the holder hereof but at the Company’s expense, acknowledge in writing itscontinuing obligation to the holder hereof in respect of any rights to which the holder hereofshall continue to be entitled after such exercise or conversion in accordance with thisWarrant; provided, however, that the failure of the holder hereof to make any such requestshall not affect the continuing obligation of the Company to the holder hereof in respect ofsuch rights.13. **Lost Warrants or Stock Certificates.** The Company covenants to the holder hereof that,upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,destruction or mutilation of this Warrant or any stock certificate and, in the case of anyloss, theft or destruction, upon receipt of an executed lost securities bond or indemnityreasonably satisfactory to the Company, or in the case of any such mutilation upon
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  surrender and cancellation of such Warrant or stock certificate, the Company will make anddeliver a new Warrant or stock certificate, of like tenor, in lieu of the lost, stolen,destroyed or mutilated Warrant or stock certificate. 14. **Descriptive Headings**. The descriptive headings of the several paragraphs of thisWarrant are inserted for convenience only and do not constitute a part of this Warrant.15. **Governing Law.** This Warrant shall be construed and enforced in accordance with, andthe rights of the parties shall be governed by, the laws of the State of Florida.16. **Remedies**. In case any one (1) or more of the covenants and agreements contained inthis Warrant shall have been breached, the holders hereof (in the case of a breach by theCompany), or the Company (in the case of a breach by a holder), may proceed to protect andenforce their or its rights either by suit in equity and/or by action at law, including, butnot limited to, an action for damages as a result of any such breach and/or an action forspecific performance of any such covenant or agreement contained in this Warrant.17. **Acceptance**. Receipt of this Warrant by the holder hereof shall constitute acceptanceof and agreement to the foregoing terms and conditions.18. **No Impairment of Rights.** The Company will not, by amendment of its Certificate ofIncorporation or through any other means, avoid or seek to avoid the observance or performanceof any of the terms of this Warrant, but will at all times in good faith assist in thecarrying out of all such terms and in the taking of all such action as may be necessary orappropriate in order to protect the rights of the holder of this Warrant against impairment.IN WITNESS WHEREOF, the Company has caused this Warrant to be executed on its behalf by one of itsofficers thereunto duly authorized.BROOKSIDE TECHNOLOGY HOLDING CORP.                                                                     Michael Nole, Chief Executive OfficerDated: August ___, 2007
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NOTICE TO FLORIDA RESIDENTS:WHERE SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING CERTAIN INSTITUTIONAL PURCHASERSDESCRIBED IN SECTION 517.061(7) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT) (THE “ACT”),ANY SUCH SALE MADE PURSUANT TO SECTION 517.061(11) OF THE ACT SHALL BE VOIDABLE BY THE PURCHASEREITHER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THEISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITYOF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.
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**EXHIBIT A**