**EXHIBIT10.7**THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THESECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B)AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAIDACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGINACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THISWARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING SECTION 2(f) HEREOF. THESECURITIES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE NUMBER SET FORTH ON THE FACE HEREOFPURSUANT TO SECTION 2(f) HEREOF.**BROOKSIDE TECHNOLOGY HOLDINGS CORP.****Warrant To Purchase Common Stock**     Warrant No.: E-1 Number of Shares: 61,273,835Date of Issuance: September 26, 2007    Brookside Technology Holdings Corp., a Florida corporation (the “**Company**”), hereby certifies that,for Ten United States Dollars ($10.00) and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, Hilco Financial, LLC, a Delaware limited liabilitycompany, the registered holder hereof or its permitted assigns (the “**Holder**”), is entitled, subjectto the terms set forth below, to purchase from the Company upon surrender of this Warrant (ifrequired by Section 2(f)), at any time or times on or after the date hereof, but not after11:59 P.M. New York City time on the Expiration Date (as defined in Section 1(b) below)sixty-one million two hundred seventy-three thousand eight hundred thirty-five (61,273,835) fullypaid nonassessable shares of Common Stock (as defined in Section 1(b) below) of the Company(the “**Warrant Shares**”) at the Warrant Exercise Price (as defined in Section 1(b) below);provided, however, that in no event shall the Holder be entitled or required toexercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Sharesthat, upon giving effect to such exercise, would cause the aggregate number of shares of CommonStock beneficially owned by the Holder and its affiliates to exceed 9.99% of the outstanding sharesof the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregatenumber of shares of Common Stock beneficially owned by the Holder and its affiliates shall includethe number of shares of Common Stock issuable upon exercise of this Warrant with respect to whichthe determination of such proviso is being made, but shall exclude shares of Common Stock thatwould be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant and (ii)exercise, conversion or exchange of the unexercised, unconverted or unexchanged portion of anyother securities of the Company beneficially owned by the Holder
 

 
and its affiliates, subject to a limitation on conversion, exercise or exchange analogous to thelimitation contained herein. Except as set forth in the preceding sentence, for purposes of thisparagraph, beneficial ownership shall be calculated in accordance with Section 13(d) of theSecurities Exchange Act of 1934, as amended. For purposes of this Warrant, in determining thenumber of outstanding shares of Common Stock the Holder may rely on the number of outstandingshares of Common Stock as reflected in (1) the Company’s most recent Form 10-QSB or Form 10-Q orForm 10-KSB or Form 10-K, as the case may be, (2) a more recent public announcement by the Companyor (3) any other written (including e-mail) notice by the Company or its transfer agent settingforth the number of shares of Common Stock outstanding. Upon the written request of the Holder,the Company shall promptly, but in no event later than two (2) Business Days following the receiptof such request, confirm in writing to the Holder the number of shares of Common Stock thenoutstanding. In any case, the number of outstanding shares of Common Stock shall be determinedafter giving effect to the conversion, exercise or exchange of securities of the Company, includingthis Warrant, if any, by the Holder and its affiliates, since the date as of which such number ofoutstanding shares of Common Stock was reported.     Section 1.          (a) Credit Agreement. This Warrant was issued in connection with that certain CreditAgreement, dated as of even date herewith, among the Company and Hilco Financial, LLC (as suchagreement may be amended from time to time as provided in such agreement, the “**Credit Agreement**”)or issued in exchange or substitution therefor or replacement thereof. Each capitalized term used,and not otherwise defined herein, shall have the meaning ascribed thereto in the Credit Agreement.          (b) Definitions. The following words and terms as used in this Warrant shall have thefollowing meanings:               (i) “**Common Stock**” means (i) the Company’s common stock, $0.001 par value per share, and (ii)any capital stock into which such Common Stock shall have been changed or any capital stockresulting from a reclassification of such Common Stock.               (ii) “**Convertible Securities**” means any stock or securities (other than Options) directly orindirectly convertible into or exchangeable or exercisable for Common Stock.               (iii) “**Delivery Date**” means the date of receipt by the Company of a Put Notice.               (iv) “**Expiration Date**” means the date that is five (5) years after the Warrant Date (asdefined in Section 13) or, if such date does not fall on a Business Day, then the nextBusiness Day.               (v) “**Fair Market Value**” means the fair market value of the Company’s entire equity, on afully-diluted basis, determined on a going concern basis as between a willing buyer and a willingseller and taking into account all relevant factors
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determinative of value without giving effect to any discount for any lack of liquidityattributable to a lack of a public market for such security, any block discount or discountattributable to the size of any Person’s holdings of such security, any minority interest or anyvoting rights thereof or lack thereof, plus (to the extent not otherwise taken into considerationin the determination of fair market value of the Company’s entire common equity) the aggregateamount of cash or property payable or to be surrendered to the Company upon exercise or conversionof Options and Convertible Securities, and the principal amount of any debt constitutingConvertible Securities, which are then exercisable and “in-the-money.” The Company and the Holderwill use reasonable efforts to determine Fair Market Value, but if such parties are unable to agreeon Fair Market Value within ten (10) days after meeting for the purpose of determining the FairMarket Value, the Company and the Holder shall, within ten (10) days after such initial 10-dayperiod, mutually select an appraiser to make a determination of the Fair Market Value (who shallmake such determination within thirty (30) days after selection); provided that if the parties areunable to agree upon the selection of an appraiser within such 10-day period, the Fair Market Valueshall be determined as follows: the Company and the Holder, shall, within five (5) days aftertheir failure to agree upon the selection of an appraiser, each select their own appraiser todetermine the “Fair Market Value.” Each such appraiser shall make a determination of the “FairMarket Value” within thirty (30) days after the date of selection. If the “Fair Market Value” asdetermined by one appraiser is within ten percent (10%) of the “Fair Market Value” determined bythe other appraiser, then the Fair Market Value shall be the average of the “Fair Market Values”determined by the two appraisers. If the “Fair Market Value” determined by one appraiser is notwithin ten percent (10%) of the “Fair Market Value” of the other appraiser, then such twoappraisers shall promptly select a third appraiser, which appraiser shall make a determination ofthe “Fair Market Value” as promptly as possible but, in any event, within seventy-five (75) daysafter the Delivery Date, and the Fair Market Value shall be the median of the “Fair Market Values”determined by the three appraisers. The determination of the Fair Market Value pursuant to thepreceding sentences shall be final and binding upon the Company and the Holder of UnderlyingWarrant Stock. All fees and expenses of the appraisers determining the Fair Market Value of theCompany shall be borne by the Company.               (vi) “**Person**” means an individual, a limited liability company, a partnership, a jointventure, a corporation, a trust, an unincorporated organization or a government or any departmentor agency thereof or any other legal entity.               (vii) “**Principal Market**” means, with respect to the Common Stock or any other security, theprincipal securities exchange or trading market for the Common Stock or such other security.               (viii) “**Put Price**” shall equal, with respect to each share of Underlying Warrant Stock, thequotient obtained by dividing (i) the Fair Market Value of the Company as of the Delivery Date by(ii) the sum of the total number of shares of Common Stock outstanding as of the Delivery Date plusthe number of shares of Common Stock issuable upon exercise or conversion of any Options orConvertible Securities as of the Delivery Date, in each case only to the extent such Options andConvertible Securities are exercisable and “in-the-money” on the Delivery Date. The expenses ofdetermining the Put Price shall be borne by the Company.
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               (ix) “**Registration Rights Agreement**” means that certain Registration Rights Agreement, datedas of even date herewith, between the Company and Hilco Financial, LLC, as such agreement may beamended, restated or modified and in effect from time to time.               (x) “**Securities Act**” means the Securities Act of 1933, as amended.               (xi) “**Trading Day**” means any day on which the Common Stock is traded on the Principal Market;provided that “Trading Day” shall not include any day on which the Common Stock is scheduled totrade, or actually trades, on such exchange or market for less than 4.5 hours.               (xii) “**Underlying Warrant Stock**” means (i) the shares of Common Stock issued or issuable uponexercise of this Warrant assuming this Warrant were exercised in full immediately prior to the dateof the consummation of the Change in Control, without giving effect to any limitations on exercisehereof and (ii) any shares of Common Stock issued or issuable with respect to the securitiesreferred to in clause (i) above by way of stock dividend or stock split or in connection with acombination of shares, recapitalization, merger, consolidation or other reorganization.               (xiii) “**Warrant**” means this Warrant and all Warrants issued in exchange, transfer orreplacement thereof pursuant to the terms of this Warrant.               (xiv) “**Warrant Exercise Price**” shall be equal to, with respect to any Warrant Share, $0.1370,subject to adjustment as hereinafter provided.               (xv) “**Weighted Average Price**” means, for any security as of any date, the dollarvolume-weighted average price for such security on its Principal Market during the period beginningat 9:30 a.m. New York City time (or such other time as its Principal Market publicly announces isthe official open of trading) and ending at 4:00 p.m. New York City time (or such other time as itsPrincipal Market publicly announces is the official close of trading) as reported by BloombergFinancial Markets (or any successor thereto) (“**Bloomberg**”) through its “Volume at Price” functions,or if the foregoing does not apply, the dollar volume-weighted average price of such security inthe over-the-counter market on the electronic bulletin board for such security during the periodbeginning at 9:30 a.m. New York City time (or such other time as such over-the-counter marketpublicly announces is the official open of trading), and ending at 4:00 p.m. New York City time (orsuch other time as such over-the-counter market publicly announces is the official close oftrading) as reported by Bloomberg, or, if no dollar volume-weighted average price is reported forsuch security by Bloomberg for such hours, the average of the highest closing bid price and thelowest closing ask price of any of the market makers for such security as reported in the “pinksheets” by the National Quotation Bureau, Inc. If the Weighted Average Price cannot be calculatedfor such security on such date on any of the foregoing bases, the Weighted Average Price of suchsecurity on such date shall be the fair market value as mutually determined by the Company and theHolder. If the Company and the Holder are unable to agree upon the fair market value of the CommonStock, then such dispute shall be resolved pursuant to Section 2(a). All suchdeterminations shall be appropriately adjusted for any stock dividend, stock split, stockcombination or other similar transaction during any period during which the Weighted Average Priceis being determined.
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     Section 2. Exercise of Warrant.          (a) Subject to the terms and conditions hereof, this Warrant may be exercised by the Holderhereof then registered on the books of the Company, in whole or in part, at any time on anyBusiness Day on or after the opening of business on the date hereof and prior to 11:59 P.M. NewYork City time on the Expiration Date by (i) delivery of a written notice, in the form of theexercise notice attached as Exhibit A hereto (the “**Exercise Notice**”), of the Holder’selection to exercise this Warrant, which notice shall specify the number of Warrant Shares to bepurchased, (ii) (A) payment to the Company of an amount equal to the Warrant Exercise Pricemultiplied by the number of Warrant Shares as to which this Warrant is being exercised (the“**Aggregate Exercise Price”) by wire transfer of immediately available funds (or by check if theCompany has not provided the Holder with wire transfer instructions for such payment) or (B) bynotifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (asdefined in Section 2(e)), and (iii) if required by Section 2(f) or unless theHolder has previously delivered this Warrant to the Company and it or a new replacement Warrant hasnot yet been delivered to the Holder, the surrender to a common carrier for overnight delivery tothe Company as soon as practicable following such date, of this Warrant (or an indemnificationundertaking, in customary form, with respect to this Warrant in the case of its loss, theft ordestruction pursuant to Section 10); provided, that if such Warrant Shares are tobe issued in any name other than that of the registered Holder of this Warrant, such issuance shallbe deemed a transfer and the provisions of Section 7 shall be applicable. In the event ofany exercise of the rights represented by this Warrant in compliance with this Section2(a), on the second (2nd) Business Day (the “**Warrant Share Delivery Date**”) followingthe date of its receipt of the Exercise Notice, the Aggregate Exercise Price (or notice of CashlessExercise) and if required by Section 2(f) (or unless the Holder has previously deliveredthis Warrant to the Company and it or a new replacement Warrant has not yet been delivered to theHolder), this Warrant (or an indemnification undertaking, in customary form, with respect to thisWarrant in the case of its loss, theft or destruction pursuant to Section 10) (the“**Exercise Delivery Documents”), (A) provided that the transfer agent is participating in TheDepository Trust Company (“**DTC**”) Fast Automated Securities Transfer Program and provided that theHolder is eligible to receive shares through DTC, the Company shall credit such aggregate number ofshares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’sbalance account with DTC through its Deposit Withdrawal Agent Commission system or (B) the Companyshall issue and deliver to the address specified in the Exercise Notice, a certificate, registeredin the name of the Holder or its designee, for the number of shares of Common Stock to which theHolder shall be entitled. Upon the later of the date of delivery of (x) the Exercise Notice and(y) the Aggregate Exercise Price referred to in clause (ii)(A) above or notification to the Companyof a Cashless Exercise referred to in Section 2(e), the Holder shall be deemed for allpurposes to have become the Holder of record of the Warrant Shares with respect to which thisWarrant has been exercised (the date thereof being referred to as the “**Deemed Issuance Date**”),irrespective of the date of delivery of this Warrant as required by clause (iii) above or thecertificates evidencing such Warrant Shares. In the case of a dispute as to the determination ofthe Warrant Exercise Price, the Weighted Average Price of a security or the arithmetic calculationof the number of Warrant Shares, the Company shall promptly issue to the Holder the number ofshares of Common Stock that is not disputed and shall submit the disputed determinations orarithmetic calculations to the Holder via facsimile within two (2) Business Days after receipt ofthe Holder’s Exercise Notice. If the Holder and the Company are unable to agree upon thedetermination of the Warrant
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Exercise Price, the Weighted Average Price or arithmetic calculation of the number of WarrantShares within three (3) Business Days of such disputed determination or arithmetic calculationbeing submitted to the Holder, then the Company shall immediately submit via facsimile (i) thedisputed determination of the Warrant Exercise Price or the Weighted Average Price to anindependent, reputable investment banking firm agreed to by the Company and the Holder or (ii) thedisputed arithmetic calculation of the number of Warrant Shares to its independent, outside publicaccountant. The Company shall cause the investment banking firm or the accountant, as the case maybe, to perform the determinations or calculations and notify the Company and the Holder of theresults no later than three (3) Business Days after the time it receives the disputeddeterminations or calculations. Such investment banking firm’s or accountant’s determination orcalculation, as the case may be, shall be deemed conclusive absent error.          (b) If this Warrant is submitted for exercise, as may be required by Section 2(f), andunless the rights represented by this Warrant shall have expired or shall have been fullyexercised, the Company shall, as soon as practicable and in no event later than three (3) BusinessDays after receipt of this Warrant (the “**Warrant Delivery Date**”) and at its own expense, issue anew Warrant identical in all respects to this Warrant exercised except it shall represent rights topurchase the number of Warrant Shares purchasable immediately prior to such exercise under thisWarrant, less the number of Warrant Shares with respect to which such Warrant is exercised(together with, in the case of a Cashless Exercise, the number of Warrant Shares surrendered inlieu of payment of the Exercise Price).          (c) No fractional shares of Common Stock are to be issued upon the exercise of this Warrant,but rather the number of shares of Common Stock issued upon exercise of this Warrant shall berounded up or down to the nearest whole number (with 0.5 rounded up).          (d) If the Company shall fail for any reason or for no reason (x) to issue and deliver to theHolder within three (3) Business Days of receipt of the Exercise Delivery Documents a certificatefor the number of shares of Common Stock to which the Holder is entitled or to credit the Holder’sbalance account with DTC for such number of shares of Common Stock to which the Holder is entitledupon the Holder’s exercise of this Warrant or (y) to issue and deliver to the Holder on the WarrantDelivery Date a new Warrant for the number of shares of Common Stock to which the Holder isentitled pursuant to Section 2(b) hereof, if any, then the Company shall, in addition toany other remedies under this Warrant or the Credit Agreement or otherwise available to the Holder,pay as additional damages in cash to the Holder on each day after such third (3rd) Business Daythat such shares of Common Stock are not issued and delivered to the Holder, in the case of clause(x) above, or such third (3rd) Business Day that such Warrant is not delivered, in the case ofclause (y) above, an amount equal to the sum of (i) 0.5% of the product of (A) the number of sharesof Common Stock not issued to the Holder on or prior to the Warrant Share Delivery Date and (B) theWeighted Average Price of the Common Stock on the Warrant Share Delivery Date, in the case of thefailure to deliver Common Stock, and (ii) if the Company has failed to deliver a Warrant to theHolder on or prior to the Warrant Delivery Date, 0.5% of the product of (x) the number of shares ofCommon Stock issuable upon exercise of the Warrant as of the Warrant Delivery Date, and (y) theWeighted Average Price of the Common Stock on the Warrant Delivery Date; provided that in no eventshall cash damages accrue pursuant to this Section 2(d) during the period, if any, in whichany Warrant Shares are the subject of a bona fide dispute that is subject to and being resolved
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pursuantto, and in compliance with the time periods and other provisions of, the dispute resolution provisions ofSection 2(a). Alternatively, subject to the dispute resolution provisions of Section2(a), at the election of the Holder made in the Holder’s sole discretion, the Company shall payto the Holder, in lieu of the additional damages referred to in the preceding sentence (but inaddition to all other available remedies that the Holder may pursue hereunder and under the CreditAgreement), 110% of the amount that (A) the Holder’s total purchase price (including brokeragecommissions, if any) for shares of Common Stock purchased to make delivery in satisfaction of asale by the Holder of the shares of Common Stock to which the Holder is entitled but has notreceived upon an exercise, exceeds (B) the net proceeds received by the Holder from the sale of theshares of Common Stock to which the Holder is entitled but has not received upon such exercise.     (e) Notwithstanding anything contained herein to the contrary, the Holder may at any timeprior to the Expiration Date, at its election exercised in its sole discretion, exercise thisWarrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to bemade to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead toreceive upon such exercise the “Net Number” of shares of Common Stock determined according to thefollowing formula (a “**Cashless Exercise**”):     Net Number = (A x B) — (A x C)                                            B          For purposes of the foregoing formula:A= the total number of shares with respect to whichthis Warrant is then being exercised;B= the arithmetic average of the Weighted AveragePrice of the Common Stock on each of the ten (10)consecutive Trading Days immediately preceding thedate of the delivery of the Exercise Notice; andC= the Warrant Exercise Price then in effect for theapplicable Warrant Shares at the time of suchexercise.          (f) Book-Entry. Notwithstanding anything to the contrary set forth herein, uponexercise of this Warrant in accordance with the terms hereof, the Holder shall not be required tophysically surrender this Warrant to the Company unless it is being exercised for all of theWarrant Shares represented by the Warrant. The Holder and the Company shall maintain recordsshowing the number of Warrant Shares exercised and issued and the dates of such exercises or shalluse such other method, reasonably satisfactory to the Holder and the Company, so as not to requirephysical surrender of this Warrant upon each such exercise. In the event of any dispute ordiscrepancy, such records of the Company establishing the number of Warrant Shares to which theHolder is entitled shall be controlling and determinative in the absence of demonstrable error.Notwithstanding the foregoing, if this Warrant is exercised as aforesaid, the Holder may nottransfer this Warrant unless the Holder first physically surrenders this Warrant to the Company,whereupon the Company will forthwith issue and deliver upon the order of the
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Holder a new Warrant of like tenor, registered as the Holder may request, representing in theaggregate the remaining number of Warrant Shares represented by this Warrant. The Holder and anyassignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions ofthis paragraph, following exercise of any portion of this Warrant, the number of Warrant Sharesrepresented by this Warrant may be less than the number stated on the face hereof. Each Warrantshall bear the following legend:ANY TRANSFEREE OF THIS WARRANT SHOULD CAREFULLY REVIEW THE TERMS OFTHIS WARRANT, INCLUDING SECTION 2(f) HEREOF. THE SECURITIESREPRESENTED BY THIS WARRANT MAY BE LESS THAN THE NUMBER SET FORTH ONTHE FACE HEREOF PURSUANT TO SECTION 2(f) HEREOF.     Section 3. Covenants as to Common Stock. The Company hereby covenants and agrees asfollows:          (a) This Warrant is, and any Warrants issued in substitution for or replacement of thisWarrant will upon issuance be, duly authorized and validly issued.          (b) All Warrant Shares that may be issued upon the exercise of the rights represented by thisWarrant will, upon issuance and receipt of payment therefor from the Holder (including pursuant toa Cashless Exercise, as applicable), be validly issued, fully paid and nonassessable and free fromall taxes, liens and charges with respect to the issue thereof.          (c) During the period within which the rights represented by this Warrant may be exercised,the Company will at all times have authorized and reserved at least 150% of the number of shares ofCommon Stock needed to provide for the exercise of the rights then represented by this Warrant.          (d) If, and so long as, any shares of Common Stock shall be listed on any securities exchangeor quoted on the OTC Bulletin Board or other quotation system or trading market, the shares ofCommon Stock issuable upon exercise of this Warrant shall be so listed or quoted; and the Companyshall so list (or cause to be quoted) on such exchange, quotation system or market, and shallmaintain such listing or quotation of, any other shares of capital stock of the Company issuableupon the exercise of this Warrant if and so long as any shares of the same class shall be listed orquoted on such securities exchange, or quotation system or market.          (e) The Company will not, by amendment of its articles of incorporation or through anyreorganization, transfer of assets, consolidation, merger, dissolution, issue or sale ofsecurities, or any other voluntary action, avoid or seek to avoid the observance or performance ofany of the terms to be observed or performed by it hereunder, but will at all times in good faithassist in the carrying out of all the provisions of this Warrant. Without limiting the generalityof the foregoing, the Company (i) will not increase the par value of any shares of Common Stockreceivable upon the exercise of this Warrant above $0.001 per share, and (ii) will take all such
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actions as may be necessary or appropriate in order that the Company may validly and legallyissue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.          (f) This Warrant will be binding upon any entity succeeding to the Company by merger,consolidation or acquisition of all or substantially all of the Company’s assets.     Section 4. Taxes. The Company shall pay any and all taxes that may be payable withrespect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.     Section 5. Warrant Holder Not Deemed a Shareholder. No Holder, as such, of thisWarrant shall be entitled to vote or receive dividends or be deemed the holder of shares of theCompany for any purpose (other than to the extent that the Holder is deemed to be a beneficialholder of shares under applicable securities laws after taking into account the limitation setforth in the first paragraph of this Warrant), nor shall anything contained in this Warrant beconstrued to confer upon the Holder hereof, as such, any of the rights of a shareholder of theCompany or any right to vote, give or withhold consent to any corporate action (whether anyreorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance orotherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,prior to the Deemed Issuance Date of the Warrant Shares that the Holder is then entitled to receiveupon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall beconstrued as imposing any liabilities on the Holder to purchase any securities (except to theextent set forth in an Exercise Notice) or as a shareholder of the Company, whether suchliabilities are asserted by the Company or by creditors of the Company. Notwithstanding thisSection 5, the Company will provide the Holder with copies of the same notices and otherinformation given to the stockholders of the Company generally, contemporaneously with the givingthereof to the stockholders.     Section 6. Representations of Holder. The Holder, by the acceptance hereof,represents that it is acquiring this Warrant, and upon exercise hereof (other than pursuant to aCashless Exercise) will acquire the Warrant Shares, for its own account and not with a viewtowards, or for resale in connection with, the public sale or distribution of this Warrant or theWarrant Shares, except pursuant to sales registered or exempted under the Securities Act;provided, however, that by making the representations herein, the Holder does notagree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term andreserves the right to dispose of this Warrant and the Warrant Shares at any time in accordance withor pursuant to a registration statement or an exemption under the Securities Act. The Holderfurther represents, by acceptance hereof, that, as of this date, the Holder is an “accreditedinvestor” as such term is defined in Rule 501(a)(3) of Regulation D promulgated by the Securitiesand Exchange Commission under the Securities Act. Each delivery of an Exercise Notice, other thanin connection with a Cashless Exercise, shall constitute confirmation at such time by the Holder ofthe representations concerning the Warrant Shares set forth in the first two sentences of thisSection 6, unless contemporaneous with the delivery of such Exercise Notice the Holdernotifies the Company in writing that it is not making such representations (a “**RepresentationNotice**”). If the Holder delivers a Representation Notice in connection with an exercise, it shallbe a condition to the Holder’s exercise of this Warrant and the Company’s obligations set forth inSection 2 in connection with such exercise, that the Company receive such otherrepresentations as the Company considers reasonably necessary to assure the Company that theissuance of its
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securities upon exercise of this Warrant shall not violate any United States or statesecurities laws.     Section 7. Ownership and Transfer.          (a) The Company shall maintain at its principal executive offices (or such other office oragency of the Company as it may designate by notice to the Holder), a register for this Warrant, inwhich the Company shall record the name and address of the person in whose name this Warrant hasbeen issued, as well as the name and address of each transferee. The Company may treat the personin whose name any Warrant is registered on the register as the owner and holder thereof for allpurposes, notwithstanding any notice to the contrary, but in all events recognizing any transfersmade in accordance with the terms of this Warrant.          (b) The Company is obligated to register the Warrant Shares for resale under the SecuritiesAct pursuant to the Registration Rights Agreement and the initial Holder of this Warrant (andcertain assignees thereof) is entitled to the registration rights in respect of the Warrant Sharesas set forth in the Registration Rights Agreement.     Section 8. Adjustment of Warrant Exercise Price and Number of Warrant Shares. TheWarrant Exercise Price and the number of shares of Common Stock issuable upon exercise of thisWarrant shall be adjusted from time to time as follows:          (a) Adjustment of Warrant Exercise Price and Number of Shares upon Issuance of CommonStock. If and whenever on or after the Warrant Date (as defined in Section 13), theCompany issues or sells, or is deemed to have issued or sold, any shares of Common Stock (includingthe issuance or sale of shares of Common Stock owned or held by or for the account of the Company),for a consideration per share less than a price (the “**Applicable Price**”) equal to the WarrantExercise Price in effect immediately prior to such issuance or sale, then immediately after suchissue or sale the Warrant Exercise Price then in effect shall be reduced to an amount equal to suchconsideration per share. Upon each such adjustment of the Warrant Exercise Price pursuant to theimmediately preceding sentence, the number of shares of Common Stock acquirable upon exercise ofthis Warrant shall be adjusted to the number of shares determined by multiplying the WarrantExercise Price in effect immediately prior to such adjustment by the number of shares of CommonStock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividingthe product thereof by the Warrant Exercise Price resulting from such adjustment.          (b) Effect on Warrant Exercise Price of Certain Events. For purposes of determiningthe adjusted Warrant Exercise Price under Section 8(a) above (which, for the avoidance ofdoubt, the Company expressly agrees shall mean, at any date after the Warrant Date, for allpurposes of this Section 8, including for purposes of determining whether the Company hasissued or sold, or shall be deemed to have issued or sold, any shares of Common Stock for aconsideration per share less than a price equal to the Applicable Price), the following shall beapplicable:               (i) Issuance of Options. If the Company in any manner grants or sells any Options andthe lowest price per share for which one share of Common Stock is issuable
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upon the exercise of any such Option or upon conversion, exchange or exercise of anyConvertible Securities issuable upon exercise of any such Option is less than the Applicable Price,then such share of Common Stock shall be deemed to be outstanding and to have been issued and soldby the Company at the time of the granting or sale of such Option for such price per share. Forpurposes of this Section 8(b)(i), the “lowest price per share for which one share of CommonStock is issuable upon exercise of any such Option or upon conversion, exchange or exercise of anyConvertible Security issuable upon exercise of any such Option” shall be equal to the sum of thelowest amounts of consideration (if any) received or receivable by the Company with respect to anyone share of Common Stock upon the granting or sale of the Option, upon exercise of the Option andupon conversion, exchange or exercise of any Convertible Security issuable upon exercise of suchOption. No further adjustment of the Warrant Exercise Price shall be made upon the actual issuanceof such Common Stock or of such Convertible Securities upon the exercise of such Options or uponthe actual issuance of such Common Stock upon conversion, exchange or exercise of such ConvertibleSecurities.               (ii) Issuance of Convertible Securities. If the Company in any manner issues or sellsany Convertible Securities and the lowest price per share for which one share of Common Stock isissuable upon such conversion, exchange or exercise thereof is less than the Applicable Price, thensuch share of Common Stock shall be deemed to be outstanding and to have been issued and sold bythe Company at the time of the issuance or sale of such Convertible Securities for such price pershare. For the purposes of this Section 8(b)(ii), the “lowest price per share for whichone share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal tothe sum of the lowest amounts of consideration (if any) received or receivable by the Company withrespect to one share of Common Stock upon the issuance or sale of the Convertible Security and uponconversion, exchange or exercise of such Convertible Security. No further adjustment of theWarrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion,exchange or exercise of such Convertible Securities, and if any such issue or sale of suchConvertible Securities is made upon exercise of any Options for which adjustment of the WarrantExercise Price had been or are to be made pursuant to other provisions of this Section8(b), no further adjustment of the Warrant Exercise Price shall be made by reason of such issueor sale.               (iii) Change in Option Price or Rate of Conversion. If the purchase, exchange orexercise price provided for in any Options, the additional consideration, if any, payable upon theissue, conversion, exchange or exercise of any Convertible Securities, or the rate at which anyOptions or Convertible Securities are convertible into or exchangeable or exercisable for CommonStock changes at any time, the Warrant Exercise Price in effect at the time of such change shall beadjusted to the Warrant Exercise Price that would have been in effect at such time had such Optionsor Convertible Securities provided for such changed purchase, exchange or exercise price,additional consideration or changed conversion rate, as the case may be, at the time initiallygranted, issued or sold and the number of shares of Common Stock acquirable hereunder shall becorrespondingly readjusted. For purposes of this Section 8(b)(iii), if the terms of anyOption or Convertible Security that was outstanding as of the date of issuance of this Warrant arechanged in the manner described in the immediately preceding sentence, then such Option orConvertible Security and the Common Stock deemed issuable upon exercise, conversion or exchangethereof shall be deemed to have been issued as of the date
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of such change. No adjustment shall be made if such adjustment would result in an increase ofthe Warrant Exercise Price then in effect.          (c) Effect on Warrant Exercise Price of Certain Events. For purposes of determiningthe adjusted Warrant Exercise Price under Sections 8(a) and 8(b) above (which, for theavoidance of doubt, the Company expressly agrees shall mean, at least as of any date after theWarrant Date, for all purposes of this Section 8, including for purposes of determiningwhether the Company has issued or sold, or shall be deemed to have issued or sold, any shares ofCommon Stock for a consideration per share less than a price equal to the Applicable Price), thefollowing shall be applicable:               (i) Calculation of Consideration Received. In case any Options are issued inconnection with the issue or sale of other securities of the Company, together comprising oneintegrated transaction or series of related transactions, (A) the Options will be deemed to havebeen issued for a consideration equal to the greatest of (I) $0.01, (II) the specific aggregateconsideration, if any, allocated to such Options, and (III) the Black-Scholes Value (as definedbelow) of such Options (the greatest of (I), (II) and (III), the “**Option Consideration**”) and, forpurposes of applying the provisions of this Section 8, the Option Consideration shall beallocated pro rata among all the shares of Common Stock issuable upon exercise of such Options todetermine the consideration per each such share of Common Stock and (B) the other securities willbe deemed to have been issued for an aggregate consideration equal to the aggregate considerationreceived by the Company for the Options and other securities (determined as provided below withrespect to each share of Common Stock represented thereby), less the Option Consideration. If anyCommon Stock, Options or Convertible Securities are issued or sold or deemed to have been issued orsold for cash, the consideration received therefor will be deemed to be the net amount received bythe Company therefor. If any Common Stock, Options or Convertible Securities are issued or soldfor a consideration other than cash, the amount of such consideration received by the Company willbe the fair value of such consideration, except where such consideration consists of marketablesecurities, in which case the amount of consideration received by the Company will be the WeightedAverage Price of such securities on the date of receipt of such securities. If any Common Stock,Options or Convertible Securities are issued to the owners of the non-surviving entity inconnection with any merger in which the Company is the surviving entity, the amount ofconsideration therefor will be deemed to be the fair value of such portion of the net assets andbusiness of the non-surviving entity as is attributable to such Common Stock, Options orConvertible Securities, as the case may be. The fair value of any consideration other than cash orsecurities will be determined jointly by the Company and the Holder. If such parties are unable toreach agreement within ten (10) days after the occurrence of an event requiring valuation (the“**Valuation Event”), the fair value of such consideration will be determined within five (5)Business Days after the tenth (10th) day following the Valuation Event by an independent, reputableappraiser jointly selected by the Company and the Holder. The determination of such appraisershall be final and binding upon all parties absent error, and the fees and expenses of suchappraiser shall be borne by the Company.               (ii) Record Date. If the Company takes a record of the holders of Common Stock forthe purpose of entitling them (1) to receive a dividend or other distribution payable in CommonStock, Options or in Convertible Securities or (2) to subscribe for or
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purchase Common Stock, Options or Convertible Securities, then such record date will be deemedto be the date of the issue or sale of the shares of Common Stock deemed to have been issued orsold upon the declaration of such dividend or the making of such other distribution or the date ofthe granting of such right of subscription or purchase, as the case may be.               (iii) Black-Scholes Value. The “**Black-Scholes Value**” of any Options shall mean thesum of the amounts resulting from applying the *Black-Scholes*pricing model to each such Option,which calculation is made with the following inputs: (i) the “option striking price” being equal tothe lowest exercise price possible under the terms of such Option on the date of the issuance ofsuch Option (the “**Valuation Date**”), (ii) the “interest rate” being equal to the Federal Reserve USH.15 T Note Treasury Constant Maturity 1 Year rate on the Valuation Date (as reported by Bloombergthrough its “ALLX H15T” function (accessed by typing “ALLX H15T” [GO] on a Bloomberg terminal, andinserting the date of the Valuation Date and then looking at the row entitled “Treas Const Mat 1Year” under the column entitled “Previous Value”)), or if such rate is not available then suchother similar rate as mutually agreed to by the Company and the Holder, (iii) the “time untiloption expiration” being the time from the Valuation Date until the expiration date of such Option,(iv) the “current stock price” being equal to the Weighted Average Price of the Common Stock on theValuation Date, (v) the “volatility” being the 100-day historical volatility of the Common Stock asof the Valuation Date (as reported by the Bloomberg “HVT” screen), and (vi) the “dividend rate”being equal to zero. Within three (3) Business Days after the Valuation Date, each of the Companyand the Holder shall deliver to the other a written calculation of its determination of theBlack-Scholes Value of the Options. If the Holder and the Company are unable to agree upon thecalculation of the Black-Scholes Value of the Options within five (5) Business Days of theValuation Date, then the Company shall submit via facsimile the disputed calculation to aninvestment banking firm (jointly selected by the Company and the Holder) within seven (7) BusinessDays of the Valuation Date. The Company shall cause such investment banking firm to perform thecalculations and notify the Company and the Holder of the results no later than ten (10) BusinessDays after the Valuation Date. Such investment banking firm’s calculation of the Black-ScholesValue of the Options shall be deemed conclusive absent error. The Company shall bear the fees andexpenses of such investment banking firm for providing such calculation.          (d) Adjustment of Warrant Exercise Price upon Subdivision or Combination of CommonStock. If the Company at any time after the date of issuance of this Warrant subdivides (byany stock split, stock dividend, recapitalization or otherwise) its outstanding shares of CommonStock into a greater number of shares, the Warrant Exercise Price in effect immediately prior tosuch subdivision will be proportionately reduced and the number of shares of Common Stockobtainable upon exercise of this Warrant will be proportionately increased. If the Company at anytime after the date of issuance of this Warrant combines (by combination, reverse stock split orotherwise) its outstanding shares of Common Stock into a smaller number of shares, the WarrantExercise Price in effect immediately prior to such combination will be proportionately increasedand the number of shares of Common Stock obtainable upon exercise of this Warrant will beproportionately decreased. Any adjustment under this Section 8(d) shall become effectiveat the close of business on the date the subdivision or combination becomes effective.
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          (e) Distribution of Assets. If the Company shall declare or make any dividend orother distribution of its assets (or rights to acquire its assets) to holders of Common Stock, byway of return of capital or otherwise (including any distribution of cash, stock or othersecurities, property or options by way of a dividend, spin off, reclassification, corporaterearrangement or other similar transaction) (a “**Distribution**”), at any time after the issuance ofthis Warrant, then, in each such case:               (i) the Warrant Exercise Price in effect immediately prior to the close of business on therecord date fixed for the determination of holders of Common Stock entitled to receive theDistribution shall be reduced, effective as of the close of business on such record date, to aprice determined by multiplying such Warrant Exercise Price by a fraction of which (A) thenumerator shall be the Weighted Average Price of the Common Stock on the Trading Day immediatelypreceding such record date minus the value of the Distribution (as determined in good faith by theCompany’s board of directors) applicable to one share of Common Stock, and (B) the denominatorshall be the Weighted Average Price of the Common Stock on the trading day immediately precedingsuch record date; and               (ii) either (A) the number of Warrant Shares obtainable upon exercise of this Warrant shall beincreased to a number of shares equal to the number of shares of Common Stock obtainableimmediately prior to the close of business on the record date fixed for the determination ofholders of Common Stock entitled to receive the Distribution multiplied by the reciprocal of thefraction set forth in the immediately preceding clause (i), or (B) in the event that theDistribution is of common stock of a company whose common stock is traded on a national securitiesexchange or a national automated quotation system, then the Holder shall receive an additionalwarrant, the terms of which shall be identical to those of this Warrant, except that such warrantshall be exercisable for the amount of the assets that would have been payable to the Holderpursuant to the Distribution had the Holder exercised this Warrant immediately prior to such recorddate and with an exercise price equal to the amount by which the exercise price of this Warrant wasdecreased with respect to the Distribution pursuant to the terms of the immediately precedingclause (i).          (f) Certain Events. If any event occurs of the type contemplated by the provisions ofthis Section 8 but not expressly provided for by such provisions (including the granting ofstock appreciation rights, phantom stock rights or other rights with equity features), then theCompany’s board of directors will make an appropriate adjustment in the Warrant Exercise Price andthe number of shares of Common Stock obtainable upon exercise of this Warrant; provided that nosuch adjustment will increase the Warrant Exercise Price or decrease the number of shares of CommonStock obtainable as otherwise determined pursuant to this Section 8.          (g) Notices.               (i) As soon as reasonably practicable, but in no event later than two (2) Business Days, uponany adjustment of the Warrant Exercise Price, the Company will give written notice thereof to theHolder, setting forth in reasonable detail, and certifying, the calculation of such adjustment;provided, however, that neither the timing of giving any such
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notice nor any failure by the Company to give such a notice shall effect any such adjustmentor the effective date thereof.               (ii) The Company will give written notice to the Holder at least ten (10) days prior to thedate on which the Company closes its books or takes a record (A) with respect to any dividend ordistribution upon the Common Stock, (B) with respect to any pro rata subscription offer to holdersof Common Stock or (C) for determining rights to vote with respect to any Organic Change (asdefined below), dissolution or liquidation, provided that such information shall be made known tothe public prior to or in conjunction with such notice being provided to the Holder.               (iii) The Company will also give written notice to the Holder at least ten (10) days prior tothe date on which any Organic Change, dissolution or liquidation will take place, provided thatsuch information shall be made known to the public prior to or in conjunction with such noticebeing provided to the Holder.     Section 9. Purchase Rights; Reorganization, Reclassification, Consolidation, Merger orSale. (a) In addition to any adjustments pursuant to Section 8 above, if at any timethe Company grants, issues or sells any Options, Convertible Securities or rights to purchasestock, warrants, securities or other property pro rata to the record holders of any class of itscapital stock (the “**Purchase Rights**”), then the Holder will be entitled to acquire, upon the termsapplicable to such Purchase Rights, the aggregate Purchase Rights that the Holder could haveacquired if the Holder had held the number of shares of Common Stock acquirable upon completeexercise of this Warrant immediately before the date on which a record is taken for the grant,issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which therecord holders of Common Stock are to be determined for the grant, issue or sale of such PurchaseRights.          (b) Any recapitalization, reorganization, reclassification, consolidation, merger, sale of allor substantially all of the Company’s assets to another Person or other transaction that iseffected in such a way that holders of Common Stock are entitled to receive (either directly orupon subsequent liquidation) stock, securities or assets with respect to or in exchange for CommonStock is referred to herein as “**Organic Change**.” Prior to the consummation of any (i) sale of allor substantially all of the Company’s assets to an acquiring Person or (ii) other Organic Changefollowing which the Company is not a surviving entity, the Company will secure from the Personpurchasing such assets or the successor resulting from such Organic Change (in each case, the“**Acquiring Entity”) a written agreement (in form and substance satisfactory to the Holder) todeliver to the Holder in exchange for such Warrant, a security of the Acquiring Entity evidenced bya written instrument substantially similar in form and substance to this Warrant and satisfactoryto the Holder (including, an adjusted warrant exercise price equal to the value for the CommonStock reflected by the terms of such consolidation, merger or sale, and exercisable for acorresponding number of shares of Common Stock acquirable and receivable upon exercise of theWarrant (without regard to any limitations on exercises), if the value so reflected is less thanthe Warrant Exercise Price in effect immediately prior to such consolidation, merger or sale).Prior to the consummation of any other Organic Change, the Company shall make appropriate provision(in form and substance satisfactory to the Holder, without regard to any limitation on exercisethereof) to ensure that the
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Holder will thereafter have the right to acquire and receive in lieu of or in addition to (asthe case may be) the shares of Common Stock immediately theretofore acquirable and receivable uponthe exercise of this Warrant (without regard to any limitations on exercises), such shares ofstock, securities or assets that would have been issued or payable in such Organic Change withrespect to or in exchange for the number of shares of Common Stock that would have been acquirableand receivable upon the exercise of this Warrant as of the date of such Organic Change (withouttaking into account any limitations or restrictions on the exerciseability of this Warrant).     Section 10. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost,stolen, mutilated or destroyed, the Company shall promptly, on receipt of an indemnificationundertaking in customary form (or in the case of a mutilated Warrant, the Warrant), issue a newWarrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.     Section 11. Notice. Any notices, consents, waivers or other communications requiredor permitted to be given under the terms of this Warrant must be in writing and will be deemed tohave been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent byfacsimile (provided confirmation of transmission is mechanically or electronically generated andkept on file by the sending party); or (iii) one (1) Business Day after deposit with a nationallyrecognized overnight delivery service, in each case properly addressed to the party to receive thesame. The addresses and facsimile numbers for such communications shall be:          If to the Company:Brookside Technology Holdings Corp.7703 North Lamar Blvd, Suite 500Austin, TX 78752Facsimile: (813) 854-1045Attention: Michael Nole          With copy to:Shumaker, Loop & Kendrick, LLP101 East Kennedy Boulevard, Suite 2800Tampa, FloridaFacsimile: (813) 229-1660Attention: Julio Esquivel, Esq.If to the initial Holder of this Warrant, to it at the address and facsimile number set forth onthe Credit Agreement, with copies to the Holder’s representatives as set forth in the CreditAgreement, or, in the case of the Holder or any other Person named above, at such other addressand/or facsimile number and/or to the attention of such other person as the recipient party hasspecified by written notice to the other party at least five (5) Business Days prior to theeffectiveness of such change. Written confirmation of receipt (A) given by the recipient of suchnotice, consent, waiver or other communication, (B) mechanically or electronically generated by thesender’s facsimile machine containing the time, date, recipient facsimile number and an image ofthe first page of such transmission or (C) provided by a nationally recognized overnight
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delivery service shall be rebuttable evidence of personal service, receipt by facsimile or depositwith a nationally recognized overnight delivery service in accordance with clause (i), (ii) or(iii) above, respectively.     Section 12. Date. The date of this Warrant is September 26, 2007 (the “**WarrantDate**”). This Warrant, in all events, shall be wholly void and of no effect after 11:59 P.M., NewYork City time, on the Expiration Date, except that notwithstanding any other provisions hereof,the provisions of Section 7 shall continue in full force and effect after such date as toany Warrant Shares or other securities issued upon the exercise of this Warrant.     Section 13. Put Arrangement.          (a) Notwithstanding anything to the contrary contained herein and without limiting any of theHolder’s rights and remedies hereunder and under the Credit Agreement and the Registration RightsAgreement, at any time after the earliest to occur of a (a) the occurrence of an Event of Defaultand (b) a Change of Control (each, a “**Trigger Event**”), the Holder will have the right to cause theCompany to purchase (the “**Put**”) all (but not less than all) of the Underlying Warrant Stock then inexistence and held by the Holder at the Put Price by delivering a written notice (the “**Put Notice**”)to the Company.          (b) Upon the delivery of any Put Notice, the Company will be obligated to purchase all of theUnderlying Warrant Stock (the shares representing the Underlying Warrant Stock being referred to asthe “**Put Shares**”) at a mutually agreeable time and place, which will in no event be later thanninety (90) days after the receipt by the Company of the Put Notice (the “**Put Closing**”).          (c) At any Put Closing, the Holder of Underlying Warrant Stock shall deliver to the Companycertificates representing the Put Shares and/or the Warrant held by such holder, as applicable, andthe Company shall deliver to such holder, by cashier’s or certified check or wire transfer ofimmediately available funds payable to such holder, an amount equal to the product of (x) the PutPrice multiplied by (y) the number of Put Shares.          (d) If the Company fails to satisfy its obligations pursuant to the Put, the Holder of theUnderlying Warrant Stock may pursue any and all rights and remedies at law or in equity.          (e) Notwithstanding the foregoing provisions of this Section 13, this subsection (e)shall apply in the event of a Change of Control. The Company shall give the Holder at least ten(10) days prior written notice of any transaction that results in a Change of Control (a “**Change ofControl Transaction**”). If the Holder delivers a Put Notice at least five (5) days prior to suchChange of Control Transaction, the Put Closing shall be held on the same date as the closing of theChange of Control Transaction and, at the election of the Holder, the Fair Market Value of theCompany for purposes of calculating the Put Price shall be the product of (A) the highest price pershare of Common Stock paid (whether directly or indirectly by way of a purchase of assets of theCompany) by an independent third-party in such Change of Control Transaction and (B) the sum of thetotal number of shares of Common Stock outstanding as of the closing of the Change of ControlTransaction plus the number of shares of Common Stock
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issuable upon exercise or conversion of any Options or Convertible Securities as of theclosing of the Change of Control Transaction, in each case to the extent such Options andConvertible Securities are exercisable and “in the money” as of (including as a result of), or areotherwise being cashed out in connection with, the closing of the Change of Control Transaction andin each case calculated as of the closing of the Change of Control Transaction. For purposes ofthis paragraph, “price per share paid” means all cash and other property, if any, payable to anyholder of Common Stock or their Affiliates in connection with such transaction, and includes allamounts payable over time, all contingent payments, all fees and all other amounts. The Holder maydeliver the Company all of the Warrant (rather than shares of Warrant Shares) held by the Holder insatisfaction of the sale of the Holder’s Underlying Warrant Stock hereunder, in which event the PutPrice will be reduced by the Exercise Price of the Warrant(s) so delivered.     Section 14. Amendment and Waiver. Except as otherwise provided herein, the provisionsof this Warrants may be amended and the Company may take any action herein prohibited, or omit toperform any act herein required to be performed by it, only if the Company has obtained the writtenconsent of the Holder.     Section 15. Descriptive Headings; Governing Law. The descriptive headings of theseveral sections and paragraphs of this Warrant are inserted for convenience only and do notconstitute a part of this Warrant. All questions concerning the construction, validity,enforcement and interpretation of this Warrant shall be governed by the internal laws of the Stateof Illinois, without giving effect to any choice of law or conflict of law provision or rule(whether of the State of Illinois or any other jurisdiction) that would cause the application ofthe laws of any jurisdiction other than the State of Illinois.     Section 16. Rules of Construction. Unless the context otherwise requires, (a) allreferences to Articles, Sections, Schedules or Exhibits are to Articles, Sections, Schedules orExhibits contained in or attached to this Warrant, (b) each accounting term not otherwise definedin this Warrant has the meaning assigned to it in accordance with GAAP, (c) words in the singularor plural include the singular and plural and pronouns stated in either the masculine, the feminineor neuter gender shall include the masculine, feminine and neuter and (d) the use of the word“including” in this Warrant shall be by way of example rather than limitation.     Section 17. Information Rights. The Company covenants and agrees that Sections6.1(a), (b) and (c) of the Credit Agreement are incorporated by reference mutatis mutandis with thesame force and effect as if such covenant were set forth in full herein, whether or not thecommitments to lend are terminated under the Credit Agreement and the Credit Agreement is therebydischarged and terminated, with the effect and result that the Company will deliver each and all ofthe financial statements, reports, certificates and other information referred to in said Sections6.1(a), (b) and (c) as and to the extent therein provided. The Company further agrees, upon therequest of the Holder, to provide any qualified institutional buyer designated by the Holder, suchfinancial and other information as the Holder may reasonably determine to be necessary in order topermit compliance with the informational requirements of Rule 144A under the Securities Act of1933, as amended in connection with the resale of Warrants if, at the time of request, the Companyis not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Actof 1934, as amended. For purposes of this Section 17, the term
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“qualified institutional buyer” shall have the meaning specified in Rule 144A under theSecurities Act.     Section 18. No Effect Upon Lending Relationship. Anything herein contained to thecontrary notwithstanding, nothing contained in this Warrant shall affect, limit or impair therights and remedies of Hilco Financial, LLC, any of its affiliates, or its successors andtransferees, or any other lender in their respective capacities as lenders to the Company or any ofits Subsidiaries (each, a “**Subject Person**”) pursuant to any agreement under which the Company orany of its subsidiaries has borrowed money. Without limiting the generality of the foregoing, noSubject Person, in exercising its rights as a lender, shall have any duty to consider (i) itsstatus as a direct or indirect shareholder or other equityholder of the Company, (ii) the interestsof the Company or any of its subsidiaries, or (iii) any duty it may have to any other direct orindirect shareholder or other equityholder of the Company, except as may be required under theapplicable loan documents or by commercial law applicable to creditors generally.**[Signature Page Follows]**
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     **IN WITNESS WHEREOF**, the Company has caused this Warrant to be signed as of September ___,2007.      **BROOKSIDE TECHNOLOGY HOLDINGS CORP.**********