THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY
         STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN
         MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS
         (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
         THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) PURSUANT
         TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT.

         IN ADDITION, A PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF OCTOBER
         4th, 2007 (THE "PURCHASE AGREEMENT"), A COPY OF WHICH MAY BE OBTAINED
         FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN
         ADDITIONAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS WARRANT.

                     ---------------------------------------

                              Logica Holdings Inc.

                        COMMON STOCK PURCHASE WARRANT "C"


Number of Shares:           1,500,000             Holder: T Squared Partners LLC
                                                  c/o  T Squared Capital LLC
Original Issue Date:        OCTOBER 4th 2007      Attn: Thomas M. Sauve
                                                  Title: Managing Member
Expiration Date:            OCTOBER 4th 2011      1325 Sixth Avenue, Floor 28
                                                  New York, NY 10019
Exercise Price per Share:   $2.00                 Tel: 212-763-8615
                                                  Fax: 212-671-1403


         Logica Holdings Inc., a company organized and existing under the laws
of the State of Nevada (the "Company"), hereby certifies that, for value
received, T Squared Partners LLC, or its registered assigns (the "Warrant
Holder"), is entitled, subject to the terms set forth below, to purchase from
the Company up to One Million Five Hundred Thousand (1,500,000) shares (as
adjusted from time to time as provided in Section 7, the "Warrant Shares") of
common stock, $0.015 par value (the "Common Stock"), of the Company at a price
of Two Dollars ($2.00) per Warrant Share (as adjusted from time to time as
provided in Section 7, the "Exercise Price"), at any time and from time to time
from and after the date thereof and through and including 5:00 p.m. New York
City time on October 4th 2011(or eighteen months of effectiveness of a
Registration Statement subsequent to the issuance hereof (such eighteen months
to be extended by one month for each month or portion of a month during which a
Registration Statement's effectiveness has lapsed or been suspended), whichever
is longer (the "Expiration Date"), and subject to the following terms and
conditions:


                  WARRANT AGREEMENT BETWEEN LOGICA HOLDINGS INC
                           AND T SQUARED PARTNERS LLC
                                   PAGE 1 OF 9
<PAGE>


         1. Registration of Warrant. The Company shall register this Warrant
upon records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Warrant Holder hereof from time to time.
The Company may deem and treat the registered Warrant Holder of this Warrant as
the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Warrant Holder, and for all other purposes, and the Company
shall not be affected by notice to the contrary.

         2. Investment Representation. The Warrant Holder by accepting this
Warrant represents that the Warrant Holder is acquiring this Warrant for its own
account or the account of an affiliate for investment purposes and not with the
view to any offering or distribution and that the Warrant Holder will not sell
or otherwise dispose of this Warrant or the underlying Warrant Shares in
violation of applicable securities laws. The Warrant Holder acknowledges that
the certificates representing any Warrant Shares will bear a legend indicating
that they have not been registered under the United States Securities Act of
1933, as amended (the "1933 Act") and may not be sold by the Warrant Holder
except pursuant to an effective registration statement or pursuant to an
exemption from registration requirements of the 1933 Act and in accordance with
federal and state securities laws. If this Warrant was acquired by the Warrant
Holder pursuant to the exemption from the registration requirements of the 1933
Act afforded by Regulation S thereunder, the Warrant Holder acknowledges and
covenants that this Warrant may not be exercised by or on behalf of a Person
during the one year distribution compliance period (as defined in Regulation S)
following the date hereof. "Person" means an individual, partnership, firm,
limited liability company, trust, joint venture, association, corporation, or
any other legal entity.

         3. Validity of Warrant and Issue of Shares. The Company represents and
warrants that this Warrant has been duly authorized and validly issued and
warrants and agrees that all of Common Stock that may be issued upon the
exercise of the rights represented by this Warrant will, when issued upon such
exercise, be duly authorized, validly issued, fully paid and non-assessable and
free from all taxes, liens and charges with respect to the issue thereof. The
Company further warrants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized and reserved a sufficient number of Common Stock to
provide for the exercise of the rights represented by this Warrant.

         4.       Registration of Transfers and Exchange of Warrants.

                  a. Subject to compliance with the legend set forth on the face
of this Warrant, the Company shall register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant with the Form of
Assignment attached hereto duly completed and signed, to the Company at the
office specified in or pursuant to Section 12. Upon any such registration or
transfer, a new warrant to purchase Common Stock, in substantially the form of

                  WARRANT AGREEMENT BETWEEN LOGICA HOLDINGS INC
                           AND T SQUARED PARTNERS LLC
                                   PAGE 2 OF 9
<PAGE>


this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of
this Warrant so transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Warrant Holder. The acceptance of the New
Warrant by the transferee thereof shall be deemed the acceptance of such
transferee of all of the rights and obligations of a Warrant Holder of a
Warrant.

                  b. This Warrant is exchangeable, upon the surrender hereof by
the Warrant Holder to the office of the Company specified in or pursuant to
Section 9 for one or more New Warrants, evidencing in the aggregate the right to
purchase the number of Warrant Shares which may then be purchased hereunder. Any
such New Warrant will be dated the date of such exchange.

         5.       Exercise of Warrants.

                  a. Upon surrender of this Warrant with the Form of Election to
Purchase attached hereto duly completed and signed to the Company, at its
address set forth in Section 12, and upon payment and delivery of the Exercise
Price per Warrant Share multiplied by the number of Warrant Shares that the
Warrant Holder intends to purchase hereunder, in lawful money of the United
States of America, in cash or by certified or official bank check or checks, to
the Company, all as specified by the Warrant Holder in the Form of Election to
Purchase, the Company shall promptly (but in no event later than 7 business days
after the Date of Exercise (as defined herein)) issue or cause to be issued and
cause to be delivered to or upon the written order of the Warrant Holder and in
such name or names as the Warrant Holder may designate (subject to the
restrictions on transfer described in the legend set forth on the face of this
Warrant), a certificate for the Warrant Shares issuable upon such exercise, with
such restrictive legend as required by the 1933 Act. Any person so designated by
the Warrant Holder to receive Warrant Shares shall be deemed to have become
holder of record of such Warrant Shares as of the Date of Exercise of this
Warrant.

                  b. A "Date of Exercise" means the date on which the Company
shall have received (i) this Warrant (or any New Warrant, as applicable), with
the Form of Election to Purchase attached hereto (or attached to such New
Warrant) appropriately completed and duly signed, and (ii) payment of the
Exercise Price for the number of Warrant Shares so indicated by the Warrant
Holder to be purchased.

                  c. This Warrant shall be exercisable at any time and from time
to time for such number of Warrant Shares as is indicated in the attached Form
of Election To Purchase. If less than all of the Warrant Shares which may be
purchased under this Warrant are exercised at any time, the Company shall issue
or cause to be issued, at its expense, a New Warrant evidencing the right to
purchase the remaining number of Warrant Shares for which no exercise has been
evidenced by this Warrant.

                  WARRANT AGREEMENT BETWEEN LOGICA HOLDINGS INC
                           AND T SQUARED PARTNERS LLC
                                   PAGE 3 OF 9
<PAGE>


         d. (i) Notwithstanding anything contained herein to the contrary but
subject to Section 6, the holder of this Warrant may, at its election exercised
in its sole discretion, exercise this Warrant in whole or in part and, in lieu
of making the cash payment otherwise contemplated to be made to the Company upon
such exercise in payment of the Aggregate Exercise Price, elect instead to
receive upon such exercise the "Net Number" of shares of Common Stock determined
according to the following formula (a "Cashless Exercise"):

         Net Number = (A x (B - C))/B

         (ii) For purposes of the foregoing formula:

         A= the total number shares with respect to which this Warrant is then
being exercised.

         B= the last reported sale price (as reported by Bloomberg) of the
Common Stock on the trading day immediately preceding the date of the Exercise
Notice.

         C= the Warrant Exercise Price then in effect at the time of such
exercise.

         e. The holder of this Warrant agrees not to elect a Cashless Exercise
for a period of one (1) year. The holder of this Warrant also agrees not to
elect a Cashless Exercise so long as there is an effective registration
statement for the Warrant Shares.

         6. Maximum Exercise. The Warrant Holder shall not be entitled to
exercise this Warrant on a Date of Exercise in connection with that number of
shares of Common Stock which would be in excess of the sum of (i) the number of
shares of Common Stock beneficially owned by the Warrant Holder and its
affiliates on an exercise date, and (ii) the number of shares of Common Stock
issuable upon the exercise of this Warrant with respect to which the
determination of this limitation is being made on an exercise date, which would
result in beneficial ownership by the Warrant Holder and its affiliates of more
than 4.9% of the outstanding shares of Common Stock on such date. This Section 6
may be waived or amended only with the consent of the Holder and the Board of
Directors of the Company. For the purposes of the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3
there under.

         7. Adjustment of Exercise Price and Number of Shares. The character of
the shares of stock or other securities at the time issuable upon exercise of
this Warrant and the Exercise Price therefore, are subject to adjustment upon
the occurrence of the following events, and all such adjustments shall be
cumulative:

                  a. Adjustment for Stock Splits, Stock Dividends,
Recapitalizations, Etc. The Exercise Price of this Warrant and the number of
shares of Common Stock or other securities at the time issuable upon exercise of
this Warrant shall be appropriately adjusted to reflect any stock dividend,
stock split, combination of shares, reclassification, recapitalization or other
similar event affecting the number of outstanding shares of stock or securities.

                  WARRANT AGREEMENT BETWEEN LOGICA HOLDINGS INC
                           AND T SQUARED PARTNERS LLC
                                   PAGE 4 OF 9
<PAGE>


                  b. Adjustment for Reorganization, Consolidation, Merger, Etc.
In case of any consolidation or merger of the Company with or into any other
corporation, entity or person, or any other corporate reorganization, in which
the Company shall not be the continuing or surviving entity of such
consolidation, merger or reorganization (any such transaction being hereinafter
referred to as a "Reorganization"), then, in each case, the holder of this
Warrant, on exercise hereof at any time after the consummation or effective date
of such Reorganization (the "Effective Date"), shall receive, in lieu of the
shares of stock or other securities at any time issuable upon the exercise of
the Warrant issuable on such exercise prior to the Effective Date, the stock and
other securities and property (including cash) to which such holder would have
been entitled upon the Effective Date if such holder had exercised this Warrant
immediately prior thereto (all subject to further adjustment as provided in this
Warrant).

                  c. Certificate as to Adjustments. In case of any adjustment or
readjustment in the price or kind of securities issuable on the exercise of this
Warrant, the Company will promptly give written notice thereof to the holder of
this Warrant in the form of a certificate, certified and confirmed by the Board
of Directors of the Company, setting forth such adjustment or readjustment and
showing in reasonable detail the facts upon which such adjustment or
readjustment is based.

         i. The Company fails to meet certain earnings per share projections. In
the event the Company earns between $0.154 and $0.077 per share (where such
earnings in this paragraph shall always be defined as earnings on a pre taxed
fully diluted basis (including dilution from any options, warrants and
convertible securities) as reported for the fiscal year ended December 2008 from
continuing operations before any non-cash items the warrant exercise price shall
be reduced proportionately by 0% if the earnings are $0.154 per share and by 50%
if the earnings are $0.077 per share. For example, if the Company earns $0.123
per share, or 20% below $0.154 per share, then the warrant exercise price shall
be reduced by 20%. Such reduction shall automatically be in effect at the time
the December 2008 financial results are reported or at any other time that the
Investor and the Company have a written and executed agreement stating
otherwise, and shall be made from the starting exercise price of the warrants
being the exercise price of the warrants at that time, and shall be cumulative
upon any other changes to the exercise price of the warrant that may already
have been made. In the event the Company earns below $.00025, or has a loss, the
warrant exercise price shall be reduced to a maximum of 50% of the exercise
price.

         ii. The Company sells grants or issues any shares, options, warrants,
or any instrument convertible into shares or equity in any form below the
exercise price per share of the warrant. In the event the Company sells, grants
or issues any shares, options, warrants, or any instrument convertible into
shares or equity in any form below the current exercise price per share of the
warrant, then the current exercise price per share for the warrant that are
outstanding shall be reduced to such lower price per share. Such reduction shall
be made at the time such transaction is executed.

         8. Fractional Shares. The Company shall not be required to issue or
cause to be issued fractional Warrant Shares on the exercise of this Warrant.
The number of full Warrant Shares that shall be issuable upon the exercise of
this Warrant shall be computed on the basis of the aggregate number of Warrants
Shares purchasable on exercise of this Warrant so presented. If any fraction of
a Warrant Share would, except for the provisions of this Section 8, be issuable
on the exercise of this Warrant, the Company shall, at its option, (i) pay an
amount in cash equal to the Exercise Price multiplied by such fraction or (ii)
round the number of Warrant Shares issuable, up to the next whole number.

                  WARRANT AGREEMENT BETWEEN LOGICA HOLDINGS INC
                           AND T SQUARED PARTNERS LLC
                                   PAGE 5 OF 9
<PAGE>


         9. Sale or Merger of the Company. Upon a Change in Control, the
restriction contained in Section 6 shall immediately be released and the Warrant
Holder will have the right to exercise this Warrant concurrently with such
Change in Control event. For purposes of this Warrant, the term "Change in
Control" shall mean a consolidation or merger of the Company with or into
another company or entity in which the Company is not the surviving entity or
the sale of all or substantially all of the assets of the Company to another
company or entity not controlled by the then existing stockholders of the
Company in a transaction or series of transactions.

         10. Notice of Intent to Sell or Merge the Company. The Company will
give Warrant Holder ten (10) business days notice before the event of a sale of
all or substantially all of the assets of the Company or the merger or
consolidation of the Company in a transaction in which the Company is not the
surviving entity.

         11. Issuance of Substitute Warrant. In the event of a merger,
consolidation, recapitalization or reorganization of the Company or a
reclassification of Company shares of stock, which results in an adjustment to
the number of shares subject to this Warrant and/or the Exercise Price
hereunder, the Company agrees to issue to the Warrant Holder a substitute
Warrant reflecting the adjusted number of shares and/or Exercise Price upon the
surrender of this Warrant to the Company.

         12. Notice. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given (i) on the date they are
delivered if delivered in person; (ii) on the date initially received if
delivered by facsimile transmission followed by registered or certified mail
confirmation; (iii) on the date delivered by an overnight courier service; or
(iv) on the third business day after it is mailed by registered or certified
mail, return receipt requested with postage and other fees prepaid as follows:

                           If to the Company:
                           -----------------

                           Logica Holdings Inc
                           82 Avenue Road,
                           Ontario M5R 2H2,
                           Canada.
                           Attn. Enzo Taddei





                  WARRANT AGREEMENT BETWEEN LOGICA HOLDINGS INC
                           AND T SQUARED PARTNERS LLC
                                   PAGE 6 OF 9
<PAGE>


                           If to the Warrant Holder:
                           ------------------------

                           T Squared Partners LLC
                           c/o T Squared Capital LLC
                           1325 Sixth Avenue, Floor 28
                           New York, New York 10019
                           Attn: Thomas M. Sauve


         13.      Miscellaneous.

                  a. This Warrant shall be binding on and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
This Warrant may be amended only by a writing signed by the Company and the
Warrant Holder.

                  b. Nothing in this Warrant shall be construed to give to any
person or corporation other than the Company and the Warrant Holder any legal or
equitable right, remedy or cause of action under this Warrant; this Warrant
shall be for the sole and exclusive benefit of the Company and the Warrant
Holder.

                  c. This Warrant shall be governed by, construed and enforced
in accordance with the internal laws of the State of New York without regard to
the principles of conflicts of law thereof.

                  d.  The  headings  herein  are for  convenience  only,  do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.

                  e. In case any one or more of the provisions of this Warrant
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not
in any way be affected or impaired thereby and the parties will attempt in good
faith to agree upon a valid and enforceable provision which shall be a
commercially reasonably substitute therefore, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.

                  f. The Warrant Holder shall not, by virtue hereof, be entitled
to any voting or other rights of a shareholder of the Company, either at law or
equity, and the rights of the Warrant Holder are limited to those expressed in
this Warrant.





                         [SIGNATURES ON FOLLOWING PAGE]




                  WARRANT AGREEMENT BETWEEN LOGICA HOLDINGS INC
                           AND T SQUARED PARTNERS LLC
                                   PAGE 7 OF 9
<PAGE>



         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by the authorized officer as of the date first above stated.


Logica Holding Inc, a Nevada corporation



By:  ______________________________

Name:  ____________________________

Its:   Chief Financial Officer









                  WARRANT AGREEMENT BETWEEN LOGICA HOLDINGS INC
                           AND T SQUARED PARTNERS LLC
                                   PAGE 8 OF 9

<PAGE>



                          FORM OF ELECTION TO PURCHASE

(To be executed by the Warrant Holder to exercise the right to purchase shares
of Common Stock under the foregoing Warrant)


To:  Logica Holdings Inc.:

In accordance with the Warrant enclosed with this Form of Election to Purchase,
the undersigned hereby irrevocably elects to purchase ______________ shares of
Common Stock ("Common Stock"), $.001 par value, of Logica Holding Inc, Inc and
encloses the warrant and $____ for each Warrant Share being purchased or an
aggregate of $________________ in cash or certified or official bank check or
checks, which sum represents the aggregate Exercise Price (as defined in the
Warrant) together with any applicable taxes payable by the undersigned pursuant
to the Warrant.


The undersigned requests that certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of:


____________________________________________________________

____________________________________________________________

____________________________________________________________
(Please print name and address)


____________________________________________________________
(Please insert Social Security or Tax Identification Number)

If the number of shares of Common Stock issuable upon this exercise shall not be
all of the shares of Common Stock which the undersigned is entitled to purchase
in accordance with the enclosed Warrant, the undersigned requests that a New
Warrant (as defined in the Warrant) evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:


____________________________________________________________

____________________________________________________________
(Please print name and address)


(Print) __________________________________

(By:) ____________________________________

(Name:) __________________________________

(Title:) _________________________________
Signature must conform in all respects to name of Warrant Holder as specified on
the face of the Warrants.



                  WARRANT AGREEMENT BETWEEN LOGICA HOLDINGS INC
                           AND T SQUARED PARTNERS LLC
                                   PAGE 9 OF 9