BBM
        HOLDINGS, INC.

      


      AND

      


      COTTONWOOD
        STOCK TRANSFER 

      


      ___________________________

       

      WARRANT
        AGREEMENT

       

      Dated
        as of October 15, 2007


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      AGREEMENT,
        dated this 15th day of October, 2007, between BBM HOLDINGS, INC., a Utah
        corporation (the “Company”), and COTTONWOOD STOCK TRANSFER, as Warrant Agent
        (the “Warrant Agent”).

      


      W
        I T N E S S E T H :

      


      WHEREAS,
        the holders of the Series A Exchangeable Preferred Stock (the “Series A Stock”)
        of the Corporation suffered a disproportionate loss as a result of the
        termination of the broadband maritime operations of the Corporation, which
        assets were acquired at the same time as the Series A Stock was
        issued;

       

      WHEREAS,
        the Board decided to issue three year common stock purchase warrants (the
        “Warrants”) to the holders of Series A Stock in compensation for such loss;
        and

      


      WHEREAS,
        the Company desires the Warrant Agent to act on behalf of the Company, and
        the
        Warrant Agent is willing to so act, in connection with the issuance,
        registration, transfer and exchange of certificates representing the Warrants
        and the exercise of the Warrants;

      


      NOW,
        THEREFORE, in consideration of the premises and the mutual agreements
        hereinafter set forth and for the purpose of defining the terms and provisions
        of the Warrants and the certificates representing the Warrants and the
        respective rights and obligations thereunder of the Company, the holders
        of
        certificates representing the Warrants and the Warrant Agent, the parties
        hereto
        agree as follows:

       

      
        Section
          1.     
          Definitions
          As used
          herein, the following terms shall have the following meanings, unless the
          context shall otherwise require:



      “Common
        Stock” shall mean stock of the Company of any class whether now or hereafter
        authorized, which has the right to participate in the voting and in the
        distribution of earnings and assets of the Company without limit as to amount
        or
        percentage.

      


      “Convertible
        Securities” means (i) options to purchase or rights to subscribe for Common
        Stock, (ii) securities by their terms convertible into or exchangeable for
        Common Stock or (iii) options to purchase or rights to subscribe for such
        convertible or exchangeable securities.

      


      “Corporate
        Office” shall mean the office of the Warrant Agent (or its successor) which at
        any particular time is its principal business in New York, New York, shall
        be
        administered, which office is located on the date hereof at 5899 South State
        Street, Salt Lake City, Utah 84107.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


       

      “Exercise
        Date” shall mean, subject to the provisions of Section 4(b) hereof, as to any
        Warrant, the date on which the Warrant Agent shall have received both (i)
        the
        Warrant Certificate representing such Warrant, with the exercise form thereon
        duly executed by the Registered Holder thereof or his attorney duly authorized
        in writing, and (ii) payment in cash or by certified or bank check made payable
        to the Warrant Agent for the account of the Company, of the amount in lawful
        money of the United States of America equal to the applicable Purchase Price
        in
        good funds. 

      


      “Fair
        Market Value” shall mean the value of a share of Common Stock as determined in
        accordance with the following provisions:

      


      (1)  If
        the
        Common Stock is listed or admitted to unlisted trading privileges on the
        NYSE or
        the AMEX or is traded on the Nasdaq Capital Market, the Fair Market Value
        of a
        share of Common Stock shall be equal to the average of the closing sale price
        of
        the Common Stock during the thirty (30) trading days immediately preceding
        the
        date of the event which requires the determination or Fair Market Value on
        whichever of such exchanges or Nasdaq Capital Market had the total highest
        daily
        trading volume for the Common Stock during such thirty (30) day trading
        period.

      


      (2)  If
        the
        Common Stock is not listed or admitted to unlisted trading privileges on
        either
        the NYSE or the AMEX and is not traded on Nasdaq Capital Market, but is quoted
        or reported on NASDAQ, the Fair Market Value of a share of Common Stock shall
        be
        the average of the last reported closing bid and asked prices (or the last
        sale
        price, if then reported on NASDAQ) of the Common Stock during the thirty
        (30)
        trading days immediately preceding the date of the event which requires the
        determination of Fair Market Value.

      


      (3)  If
        the
        Common Stock is not listed or admitted to unlisted trading privileges on
        either
        of the NYSE or the AMEX and is not traded on Nasdaq Capital Market or quoted
        or
        reported on NASDAQ, but is listed or admitted to unlisted trading privileges
        on
        the BSE or another national securities exchange (other than the NYSE or the
        AMEX) in the United States, the Fair Market Value of a share of Common Stock
        shall be the average of the closing sale price of the Common Stock during
        the
        thirty (30) trading days immediately preceding the date of the event which
        requires the determination of Fair Market Value.

      


      (4)  If
        the
        Common Stock is not listed or admitted to unlisted trading privileges on
        any
        national securities exchange, or listed for trading on Nasdaq Capital Market
        or
        quoted or reported on NASDAQ, but is traded in the over-the-counter market,
        the
        Fair Market Value of a share of Common Stock shall be the average of the
        average
        of the last reported bid and asked prices of the Common Stock reported by
        the
        National Quotation Bureau, Inc. for the thirty (30) trading days immediately
        preceding the date of the event which requires the determination of Fair
        Market
        Value.

       

      If
        the
        Common Stock is not listed or admitted to unlisted trading privileges on
        any
        national securities exchange, or listed for trading on Nasdaq Capital Market
        or
        quoted or reported on NASDAQ, and bid and asked prices of the Common Stock
        are
        not reported by the National Quotation Bureau, Inc., the Fair Market Value
        of a
        share of Common Stock shall be an amount, not less than the book value thereof
        as of the end of the most recently completed fiscal quarter of the Company
        ending prior to the date requiring a determination of Fair Market Value,
        determined in accordance with general accepted accounting principles,
        consistently applied. 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
 

      “Initial
        Warrant Exercise Date” shall mean October 31, 2007.

      


      “Purchase
        Price” shall mean, subject to modification and adjustment as provided in Section
        8, $1.19 and further subject to the Company's right, in its sole discretion,
        to
        decrease the Purchase Price for a period of not less than 30 days on not
        less
        than 30 days' prior written notice to the Registered Holders.

      


      “Registered
        Holder” shall mean the person in whose name any certificate representing the
        Warrants shall be registered on the books maintained by the Warrant Agent
        pursuant to Section 6.

      


      “Subsidiary”
        or “Subsidiaries” shall mean any corporation or corporations, as the case may
        be, of which stock having ordinary power to elect a majority of the Board
        of
        Directors of such corporation (regardless of whether or not at the time stock
        of
        any other class or classes of such corporation shall have or may have voting
        power by reason of the happening of any contingency) is at the time directly
        or
        indirectly owned by the Company or by one or more Subsidiaries, or by the
        Company and one or more Subsidiaries.

      


      “Transfer
        Agent” shall mean Cottonwood Stock Transfer, or its authorized
        successor.

      


      “Warrant
        Agent” shall mean Cottonwood Stock Transfer, or its authorized
        successor.

      


      “Warrant
        Certificate” shall mean a certificate representing each of the Warrants
        substantially in the forms annexed hereto as Exhibit A.

      


      “Warrant
        Expiration Date” shall mean 5:00 p.m. (New York time), on October 31, 2011, or,
        if such date shall in the State of New York be a holiday or a day on which
        banks
        are authorized to close, then 5:00 p.m. (New York time) on the next following
        day which in the State of New York is not a holiday or a day on which banks
        are
        authorized to close, subject to the Company's right, prior to the Warrant
        Expiration Date, in its sole discretion, to extend such Warrant Expiration
        Date
        on five business days prior written notice to the Registered
        Holders.

       

      
        Section
          2.     
          Warrants
          and Issuance of Warrant Certificates.

      

      


      (a) Each
        Warrant shall initially entitle the Registered Holder of the Warrant Certificate
        representing such Warrant to purchase at the Purchase Price therefor from
        the
        Initial Warrant Exercise Date until the Warrant Expiration Date one share
        of
        Common Stock upon the exercise thereof, subject to modification and adjustment
        as provided in Section 8.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


       

      (b) The
        Company has executed and delivered to the Warrant Agent certificates
        representing the Warrants, which shall be countersigned, issued and delivered
        by
        the Warrant Agent upon the written order of the Company signed by its Chairman
        of the Board, President or a Vice President and by its Treasurer or an Assistant
        Treasurer or its Secretary or an Assistant Secretary.

      


      (c) From
        time
        to time, up to the Warrant Expiration Date, as the case may be, the Warrant
        Agent shall countersign and deliver Warrant Certificates in required
        denominations of one or whole number multiples thereof to the person entitled
        thereto in connection with any transfer or exchange permitted under this
        Agreement. No Warrant Certificates shall be issued except (i) Warrant
        Certificates initially issued hereunder, (ii) Warrant Certificates issued
        upon
        any transfer or exchange of Warrants, (iii) Warrant Certificates issued in
        replacement of lost, stolen, destroyed or mutilated Warrant Certificates
        pursuant to Section 7, and (iv) at the option of the Company, Warrant
        Certificates in such form as may be approved by its Board of Directors, to
        reflect any adjustment or change in the Purchase Price or the number of shares
        of Common Stock purchasable upon exercise of the Warrants.

      

        Section
          3.     
          Form
          and Execution of Warrant Certificates.

        


        (a) The
          Warrant Certificates shall be substantially in the form annexed hereto
          as
          Exhibit A (the provisions of which are hereby incorporated herein) and
          may have
          such letters, numbers or other marks of identification or designation and
          such
          legends, summaries or endorsements printed, lithographed or engraved thereon
          as
          the Company may deem appropriate and as are not inconsistent with the provisions
          of this Agreement, or as may be required to comply with any law or with
          any rule
          or regulation made pursuant thereto or with any rule or regulation of any
          stock
          exchange on which Warrants may be listed, or to conform to usage. The Warrant
          Certificates shall be dated the date of issuance thereof (whether upon
          initial
          issuance, transfer, exchange or in lieu of mutilated, lost, stolen or destroyed
          Warrant Certificates).

        


        (b) Warrant
          Certificates shall be executed on behalf of the Company by its Chairman
          of the
          Board, President or any Vice President and by its Treasurer or an Assistant
          Treasurer or its Secretary or an Assistant Secretary, by manual signatures
          or by
          facsimile signatures printed thereon, and shall have imprinted thereon
          a
          facsimile of the Company's seal. Warrant Certificates shall be manually
          countersigned. In case any officer of the Company who shall have signed
          any of
          the Warrant Certificates shall cease to be such officer of the Company
          before
          the date of issuance of the Warrant Certificates or before countersignature
          by
          the Warrant Agent and issue and delivery thereof, such Warrant Certificates,
          nevertheless, may be countersigned by the Warrant Agent, issued and delivered
          with the same force and effect as though the person who signed such Warrant
          Certificates had not ceased to be such officer of the Company.

        


        Section
          4.     
          Exercise.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


       

      (a) Warrants
        in denominations of one or whole number multiples thereof may be exercised
        commencing at any time on or after the Initial Warrant Exercise Date, but
        not
        after the Warrant Expiration Date, upon the terms and subject to the conditions
        set forth herein (including the provisions set forth in Sections 4(b) and
        5
        hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed
        to
        have been exercised immediately prior to the close of business on the Exercise
        Date, provided that the Warrant Certificate representing such Warrant, with
        the
        exercise form thereon duly executed by the Registered Holder thereof or his
        attorney duly authorized in writing, together with payment in cash or by
        check
        made payable to the Company, of an amount in lawful money of the United States
        of America equal to the applicable Purchase Price has been received in good
        funds by the Warrant Agent. The person entitled to receive the securities
        deliverable upon such exercise shall be treated for all purposes as the holder
        of such securities as of the close of business on the Exercise Date. As soon
        as
        practicable on or after the Exercise Date and in any event within five business
        days after having received authorization from the Company, the Warrant Agent
        on
        behalf of the Company shall cause to be issued to the person or persons entitled
        to receive the same a Common Stock certificate or certificates for the shares
        of
        Common Stock deliverable upon such exercise, and the Warrant Agent shall
        deliver
        the same to the person or persons entitled thereto. Upon the exercise of
        any
        Warrant, the Warrant Agent shall promptly notify the Company in writing of
        such
        fact and of the number of securities delivered upon such exercise and shall
        cause all payments of an amount in cash or by check made payable to the order
        of
        the Company, equal to the Purchase Price, to be deposited promptly in the
        Company's bank account.

      


      (b) The
        Company shall not be required to issue fractional shares upon the exercise
        of
        Warrants. Warrants may only be exercised in such multiples as are required
        to
        permit the issuance by the Company of one or more whole shares. If one or
        more
        Warrants shall be presented for exercise at the same time by the same Registered
        Holder, the number of whole shares which shall be issuable upon such exercise
        thereof shall be computed on the basis of the aggregate number of shares
        purchasable on exercise of the Warrants so presented. If any fraction of
        a share
        would, except for the provisions provided herein, be issuable on the exercise
        of
        any Warrant (or specified portion thereof), the Company shall pay an amount
        in
        cash equal to such fraction multiplied by the then current Fair Market Value
        of
        a share of Common Stock.

       

      
        Section
          5.     
          Reservation
          of Shares; Listing; Payment of Taxes; etc.

        


        (a) The
          Company covenants that it will at all times reserve and keep available
          out of
          its authorized Common Stock, solely for the purpose of issue upon exercise
          of
          Warrants, such number of shares of Common Stock as shall then be issuable
          upon
          the exercise of all outstanding Warrants. The Company covenants that all
          shares
          of Common Stock which shall be issuable upon exercise of the Warrants shall,
          at
          the time of delivery thereof, be duly and validly issued and fully paid
          and
          nonassessable and free from all preemptive or similar rights, taxes, liens
          and
          charges with respect to the issue thereof, and that upon issuance such
          shares
          shall be listed on each securities exchange, if any, on which the other
          shares
          of outstanding Common Stock of the Company are then listed.


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        
 

        (b) The
          Company covenants that if any securities to be reserved for the purpose
          of
          exercise of Warrants hereunder require registration with, or approval of,
          any
          governmental authority under any federal securities law before such securities
          may be validly issued or delivered upon such exercise, then the Company
          will
          file a registration statement under the federal securities laws or a post
          effective amendment, use its best efforts to cause the same to become effective
          and use its best efforts to keep such registration statement current while
          any
          of the Warrants are outstanding and deliver a prospectus which complies
          with
          Section 10(a)(3) of the Securities Act of 1933, as amended, (the “Act”), to the
          Registered Holder exercising the Warrant (except, if in the opinion of
          counsel
          to the Company, such registration is not required under the federal securities
          law or if the Company receives a letter from the staff of the Securities
          and
          Exchange Commission (the “Commission”) stating that it would not take any
          enforcement action if such registration is not effected). The Company will
          use
          best efforts to obtain appropriate approvals or registrations under state
“blue
          sky” securities laws. With respect to any such securities, however, Warrants
          may
          not be exercised by, or shares of Common Stock issued to, any Registered
          Holder
          in any state in which such exercise would be unlawful.

        


        (c) The
          Company shall pay all documentary, stamp or similar taxes and other governmental
          charges that may be imposed with respect to the issuance of Warrants, or
          the
          issuance or delivery of any shares of Common Stock upon exercise of the
          Warrants; provided, however, that if shares of Common Stock are to be delivered
          in a name other than the name of the Registered Holder of the Warrant
          Certificate representing any Warrant being exercised, then no such delivery
          shall be made unless the person requesting the same has paid to the Warrant
          Agent the amount of transfer taxes or charges incident thereto, if
          any.

        


        (d) The
          Warrant Agent is hereby irrevocably authorized as the Transfer Agent to
          requisition from time to time certificates representing shares of Common
          Stock
          or other securities required upon exercise of the Warrants, and the Company
          will
          comply with all such requisitions.

        


        Section
          6.     
          Exchange
          and Registration of Transfer.

        


        (a) Warrant
          Certificates may be exchanged for other Warrant Certificates representing
          an
          equal aggregate number of Warrants or may be transferred in whole or in
          part.
          Warrant Certificates to be so exchanged shall be surrendered to the Warrant
          Agent at its Corporate Office, and the Company shall execute and the Warrant
          Agent shall countersign, issue and deliver in exchange therefor the Warrant
          Certificate or Certificates which the Registered Holder making the exchange
          shall be entitled to receive.

        


        (b) The
          Warrant Agent shall keep, at its Corporate Office, books in which, subject
          to
          such reasonable regulations as it may prescribe, it shall register Warrant
          Certificates and the transfer thereof. Upon due presentment for registration
          of
          transfer of any Warrant Certificate at such office, the Company shall execute
          and the Warrant Agent shall issue and deliver to the transferee or transferees
          a
          new Warrant Certificate or Certificates representing an equal aggregate
          number
          of Warrants.

        


        (c) With
          respect to any Warrant Certificates presented for registration or transfer,
          or
          for exchange or exercise, the subscription or exercise form, as the case
          may be,
          on the reverse thereof shall be duly endorsed or be accompanied by a written
          instrument or instruments of transfer and subscription, in form satisfactory
          to
          the Company and the Warrant Agent, duly executed by the Registered Holder
          thereof or his attorney duly authorized in writing.

        


        (d) No
          service charge shall be made for any exchange or registration of transfer
          of
          Warrant Certificates. However, the Company may require payment of a sum
          sufficient to cover any tax or other governmental charge that may be imposed
          in
          connection therewith.

        



        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        


        (e) All
          Warrant Certificates surrendered for exercise or for exchange shall be
          promptly
          canceled by the Warrant Agent.

        


        (f) Prior
          to
          due presentment for registration or transfer thereof, the Company and the
          Warrant Agent may deem and treat the Registered Holder of any Warrant
          Certificate as the absolute owner thereof of each Warrant represented thereby
          (notwithstanding any notations of ownership or writing thereon made by
          anyone
          other than the Company or the Warrant Agent) for all purposes and shall
          not be
          affected by any notice to the contrary.

        


        Section
          7.     
          Loss
          or Mutilation.
          Upon
          receipt by the Company and the Warrant Agent of evidence satisfactory to
          them of
          the ownership of and the loss, theft, destruction or mutilation of any
          Warrant
          Certificate and (in the case of loss, theft or destruction) of indemnity
          satisfactory to them, and (in case of mutilation) upon surrender and
          cancellation thereof, the Company shall execute and the Warrant Agent shall
          countersign and deliver in lieu thereof a new Warrant Certificate representing
          an equal aggregate number of Warrants. Applicants for a substitute Warrant
          Certificate shall also comply with such other reasonable regulations and
          pay
          such other reasonable charges as the Warrant Agent may prescribe.

        


        Section
          8.     
          Adjustment
          of Purchase Price and Number of Shares Deliverable.

        


        (a) Except
          as
          hereinafter provided, in the event the Company shall, at any time or from
          time
          to time after the date hereof, issue any shares of Common Stock as a stock
          dividend to the holders of Common Stock, or subdivide or combine the outstanding
          shares of Common Stock into a greater or lesser number of shares (any such
          issuance, subdivision or combination being herein called a “Change of Shares”),
          then, and thereafter upon each further Change of Shares, the Purchase Price
          for
          the Warrants (whether or not the same shall be issued and outstanding)
          in effect
          immediately prior to such Change of Shares shall be changed to a price
          (including any applicable fraction of a cent to the nearest cent) determined
          by
          dividing (i) the sum of (A) the total number of shares of Common Stock
          outstanding immediately prior to such Change of Shares, multiplied by the
          Purchase Price in effect immediately prior to such Change of Shares and
          (B) the
          consideration, if any, received by the Company upon such sale, issuance,
          subdivision or combination, by (ii) the total number of shares of Common
          Stock
          immediately after issuance, subdivision or such Change of Shares; provided,
          however, that in no event shall the Purchase Price be adjusted pursuant
          to this
          computation to an amount in excess of the Purchase Price in effect immediately
          prior to such computation, except in the case of a combination of outstanding
          shares of Common Stock. For the purposes of any adjustment to be made in
          accordance with this Section 8(a), the Shares of Common Stock issuable
          by way of
          dividend or other distribution on any stock of the Company shall be deemed
          to
          have been issued immediately after the opening of business on the day following
          the record date for the determination of shareholders entitled to receive
          such
          dividend or other distribution and shall be deemed to have been issued
          without
          consideration.


        
          
            
            

          

          
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        (b) Upon
          each
          adjustment of the Purchase Price pursuant to this Section 8, the number
          of
          shares of Common Stock purchasable upon the exercise of each Warrant shall
          be
          the number derived by multiplying the number of shares of Common Stock
          purchasable immediately prior to such adjustment by the Purchase Price
          in effect
          prior to such adjustment and dividing the product so obtained by the applicable
          adjusted Purchase Price.

        


        (c) In
          case
          of any reclassification or change of outstanding shares of Common Stock
          issuable
          upon exercise of the Warrants (other than a change in par value, or from
          par
          value to no par value, or from no par value to par value or as a result
          of a
          subdivision or combination), or in case of any consolidation or merger
          of the
          Company with or into another corporation (other than a merger with a Subsidiary
          in which merger the Company is the continuing corporation and which does
          not
          result in any reclassification or change of the then outstanding shares
          of
          Common Stock or other capital stock issuable upon exercise of the Warrants
          (other than a change in par value, or from par value to no par value, or
          from no
          par value to par value or as a result of subdivision or combination)) or
          in case
          of any sale or conveyance to another corporation of the property of the
          Company
          as an entity, then, as a condition of such reclassification, change,
          consolidation, merger, sale or conveyance, the Company, or such successor
          or
          purchasing corporation, as the case may be, shall make lawful and adequate
          provision whereby the Registered Holder of each Warrant then outstanding
          shall
          have the right thereafter to receive on exercise of such Warrant the kind
          and
          amount of securities and property receivable upon such reclassification,
          change,
          consolidation, merger, sale or conveyance by a holder of the number of
          securities issuable upon exercise of such Warrant immediately prior to
          such
          reclassification, change, consolidation, merger, sale or conveyance and
          shall
          forthwith file at the Corporate Office of the Warrant Agent a statement
          signed
          by its President or a Vice President and by its Treasurer or an Assistant
          Treasurer or its Secretary or an Assistant Secretary evidencing such provision.
          Such provisions shall include provision for adjustments which shall be
          as nearly
          equivalent as may be practicable to the adjustments provided for in Section
          8(a)
          and (b). The above provisions of this Section 8(c) shall similarly apply
          to
          successive reclassifications and changes of shares of Common Stock and
          to
          successive consolidations, mergers, sales or conveyances.

        


        (d) Irrespective
          of any adjustments or changes in the Purchase Price or the number of shares
          of
          Common Stock purchasable upon exercise of the Warrants, the Warrant Certificates
          theretofore and thereafter issued shall, unless the Company shall exercise
          its
          option to issue new Warrant Certificates pursuant to Section 2(c) hereof,
          continue to express the Purchase Price per share and the number of shares
          purchasable thereunder as the Purchase Price per share.

        


        (e) After
          each adjustment of the Purchase Price pursuant to this Section 8, the Company
          will promptly prepare a certificate signed by the Chairman or President,
          and by
          the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
          Secretary, of the Company setting forth: (i) the Purchase Price as so adjusted,
          (ii) the number of shares of Common Stock purchasable upon exercise of
          each
          Warrant, after such adjustment, and (iii) a brief statement of the facts
          accounting for such adjustment. The Company will promptly file such certificate
          with the Warrant Agent and cause a brief summary thereof to be sent by
          ordinary
          first class mail to each Registered Holder at his last address as it shall
          appear on the registry books of the Warrant Agent. No failure to mail such
          notice nor any defect therein or in the mailing thereof shall affect the
          validity thereof except as to the Registered Holder to whom the Company
          failed
          to mail such notice, or except as to the Registered Holder whose notice
          was
          defective. The affidavit of an officer of the Warrant Agent or the Secretary
          or
          an Assistant Secretary of the Company that such notice has been mailed
          shall, in
          the absence of fraud, be prima facie evidence of the facts stated
          therein.


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        


        


        (f) No
          adjustment of the Purchase Price shall be made as a result of or in connection
          with any Change of Shares if the amount of said adjustment shall be less
          than
          $.01, provided, however, that in such case, any adjustment that would otherwise
          be required then to be made shall be carried forward and shall be made
          at the
          time of and together with the next subsequent adjustment that shall amount,
          together with any adjustment so carried forward, to at least $.01. In addition,
          Registered Holders shall not be entitled to cash dividends paid by the
          Company
          prior to the exercise of any Warrant or Warrants held by them.

        


        Section
          9.     
          Concerning
          the Warrant Agent.

        


        (a) The
          Warrant Agent acts hereunder as agent and in a ministerial capacity for
          the
          Company, its duties shall be determined solely by the provisions hereof.
          The
          Warrant Agent shall not, by issuing and delivering Warrant Certificates
          or by
          any other act hereunder, be deemed to make any representations as to the
          validity or value or authorization of the Warrant Certificates or the Warrants
          represented thereby or of any securities or other property delivered upon
          exercise of any Warrant or whether any stock issued upon exercise of any
          Warrant
          is fully paid and nonassessable.

        


        (b) The
          Warrant Agent shall not at any time be under any duty or responsibility
          to any
          holder of Warrant Certificates to make or cause to be made any adjustment
          of the
          Purchase Price provided in this Agreement, or to determine whether any
          fact
          exists which may require any such adjustment, or with respect to the nature
          or
          extent of any such adjustment, when made, or with respect to the method
          employed
          in making the same. It shall not (i) be liable for any recital or statement
          of
          fact contained herein or for any action taken, suffered or omitted by it
          in
          reliance on any Warrant Certificate or other document or instrument believed
          by
          it in good faith to be genuine and to have been signed or presented by
          the
          proper party or parties, (ii) be responsible for any failure on the part
          of the
          Company to comply with any of its covenants and obligations contained in
          this
          Agreement or in any Warrant Certificate, or (iii) be liable for any act
          or
          omission in connection with this Agreement except for its own gross negligence
          or willful misconduct.

        


        (c) The
          Warrant Agent may at any time consult with counsel satisfactory to it (who
          may
          be counsel for the Company) and shall incur no liability or responsibility
          for
          any action taken, suffered or omitted by it in good faith in accordance
          with the
          opinion or advice of such counsel.

        


        (d) Any
          notice, statement, instruction, request, direction, order or demand of
          the
          Company shall be sufficiently evidenced by an instrument signed by the
          Chairman
          of the Board of Directors, President or any Vice President (unless other
          evidence in respect thereof is herein specifically prescribed). The Warrant
          Agent shall not be liable for any action taken, suffered or omitted by
          it in
          accordance with such notice, statement, instruction, request, direction,
          order
          or demand.

        



        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        


        (e) The
          Company agrees to pay the Warrant Agent reasonable compensation for its
          services
          hereunder and to reimburse it for its reasonable expenses hereunder; the
          Company
          further agrees to indemnify the Warrant Agent and save it harmless against
          any
          and all losses, expenses and liabilities, including judgments, costs and
          counsel
          fees, for anything done or omitted by the Warrant Agent in the execution
          of its
          duties and powers hereunder except losses, expenses and liabilities arising
          as a
          result of the Warrant Agent's gross negligence or willful
          misconduct.

        


        (f) The
          Warrant Agent may resign its duties and be discharged from all further
          duties
          and liabilities hereunder (except liabilities arising as a result of the
          Warrant
          Agent's own gross negligence or willful misconduct), after giving 30 days'
          prior
          written notice to the Company. At least 15 days prior to the date such
          resignation is to become effective, the Warrant Agent shall cause a copy
          of such
          notice of resignation to be mailed to the Registered Holder of each Warrant
          Certificate at the Company's expense. Upon such resignation the Company
          shall
          appoint in writing a new warrant agent. If the Company shall fail to make
          such
          appointment within a period of 30 days after it has been notified in writing
          of
          such resignation by the resigning Warrant Agent, then the Registered Holder
          of
          any Warrant Certificate may apply to any court of competent jurisdiction
          for the
          appointment of a new warrant agent. Any new warrant agent, whether appointed
          by
          the Company or by such a court, shall be a bank or trust company having
          a
          capital and surplus, as shown by its last published report to its stockholders,
          of not less than $10,000,000 or a stock transfer company doing business
          in New
          York. After acceptance in writing of such appointment by the new warrant
          agent
          is received by the Company, such new warrant agent shall be vested with
          the same
          powers, rights, duties and responsibilities as if it had been originally
          named
          herein as the warrant agent, without any further assurance, conveyance,
          act or
          deed; but if for any reason it shall be necessary or expedient to execute
          and
          deliver any further assurance, conveyance, act or deed, the same shall
          be done
          at the expense of the Company and shall be legally and validly executed
          and
          delivered by the resigning Warrant Agent. Not later than the effective
          date of
          any such appointment the Company shall file notice thereof with the resigning
          Warrant Agent and shall forthwith cause a copy of such notice to be mailed
          to
          the Registered Holder of each Warrant Certificate.

        


        (g) Any
          corporation into which the Warrant Agent or any new warrant agent may be
          converted or merged, any corporation resulting from any consolidation to
          which
          the Warrant Agent or any new warrant agent shall be a party, or any corporation
          succeeding to the corporate trust business of the Warrant Agent or any
          new
          warrant agent shall be a successor warrant agent under this Agreement without
          any further act, provided that such corporation is eligible for appointment
          as
          successor to the Warrant Agent under the provisions of the preceding paragraph.
          Any such successor warrant agent shall promptly cause notice of its succession
          as warrant agent to be mailed to the Company and to the Registered Holders
          of
          each Warrant Certificate.

        


        (h) The
          Warrant Agent, its subsidiaries and affiliates, and any of its or their
          officers
          or directors, may buy and hold or sell Warrants or other securities of
          the
          Company and otherwise deal with the Company in the same manner and to the
          same
          extent and with like effect as though it were not Warrant Agent. Nothing
          herein
          shall preclude the Warrant Agent from acting in any other capacity for
          the
          Company or for any other legal entity.

        



        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        


        (i) The
          Warrant Agent shall retain for a period of two years from the date of exercise
          any Warrant Certificate received by it upon such exercise.

        


        Section
          10.     
          Modification
          of Agreement.

        


        The
          Warrant Agent and the Company may by supplemental agreement make any changes
          or
          corrections in this Agreement (i) that they shall deem appropriate to cure
          any
          ambiguity or to correct any defective or inconsistent provision or manifest
          mistake or error herein contained; or (ii) that they may deem necessary
          or
          desirable and which shall not adversely affect the interests of the holders
          of
          Warrant Certificates; provided, however, that this Agreement shall not
          otherwise
          be modified, supplemented or altered in any respect except with the consent
          in
          writing of the Registered Holders representing not less that 66-2/3% of
          the
          Warrants then outstanding; provided, further, that no change in the number
          or
          nature of the securities purchasable upon the exercise of any Warrant,
          or to
          increase the Purchase Price therefor, shall be made without the consent
          in
          writing of the Registered Holder of the Warrant Certificate.

        


        Section
          11.     
          Notices.

        


        All
          notices, requests, consents and other communications hereunder shall be
          in
          writing and shall be deemed to have been made when delivered or mailed
          first-class postage prepaid, or delivered to a telegraph office for transmission
          if to the Registered Holder of a Warrant Certificate, at the address of
          such
          holder as shown on the registry books maintained by the Warrant Agent;
          if to the
          Company at 1245 Brickyard Rd., Suite 590, Salt Lake City, Utah 84106, fax:
          801-433-2222, Attention: Andrew Limpert, Secretary; with a copy to Hahn
&
Hessen LLP, 488 Madison Avenue, New York, NY 10022, fax: 212-478-7400,
          Attention: James Kardon, or at such other address as may have been furnished
          to
          the Warrant Agent in writing by the Company; and if to the Warrant Agent,
          at its
          Corporate Office. 

        


        Section
          12.     
          Governing
          Law.

        


        This
          Agreement shall be governed by and construed in accordance with the laws
          of the
          State of New York without giving effect to conflicts of laws.

        


        Section
          13.     
          Binding
          Effect.

        


        This
          Agreement shall be binding upon and inure to the benefit of the Company,
          the
          Warrant Agent and their respective successors and assigns and the holders
          from
          time to time of Warrant Certificates or any of them. Except as hereinafter
          stated, nothing in this Agreement is intended or shall be construed to
          confer
          upon any other person any right, remedy or claim or to impose upon any
          other
          person any duty, liability or obligation. 


        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        


        


        Section
          14.     
          Severability. 
          Whenever
          possible, each provision of this Agreement shall be interpreted in such
          a manner
          as to be effective and valid under applicable law, but if any provision
          of this
          Agreement shall be deemed prohibited or invalid under such applicable law,
          such
          provision shall be ineffective to the extent of such prohibition or invalidity,
          and such prohibition or invalidity shall not invalidate the remainder of
          such
          provision or any other provision of this Agreement.

        


        Section
          15.     
          Headings. 
          The
          headings of the sections of this Agreement are for convenience and shall
          not by
          themselves determine the interpretation of this Agreement.

        


        This
          Agreement may be executed in several counterparts, which taken together
          shall
          constitute a single document.

        


        [signature
          page follows]

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        


         

        IN
          WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
          executed as of the date first above written.

        


        [SEAL]

        


        
          	
                  BBM
                    HOLDINGS, INC.

                	 	 	
                  COTTONWOOD
                    STOCK TRANSFER,
                    as Warrant Agent

                
	 	 	 	 
	
                  By:
                    

                	 	 	
                  By:
                    

                
	
                  
                    

                  

                	 	 	
                  
                    

                  

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A

        


        FORM
          OF WARRANTS

        


        [Face]

        


        [Upper
          Left Corner]

        


        EXERCISABLE
          ON OR BEFORE, AND VOID AFTER, 5:00 P.M. EASTERN TIME, October 31,
          2011.

        


        [Center]

        


        or
          registered assigns (the “Registered
          Holder”)
          is the
          owner of the number of Warrants (the “Warrants”)
          specified above. Each Warrant initially entitles the Registered Holder
          to
          purchase, subject to the terms and conditions set forth in this Certificate
          and
          the Warrant Agreement (as hereinafter defined), one fully paid and nonassessable
          share of Common Stock, $0.01 par value, of BBM Holdings, Inc., a Utah
          corporation (the “Company”),
          at
          any time on or before the Expiration Date (as hereinafter defined) upon
          the
          presentation and surrender of this Warrant Certificate with the Subscription
          Form on the reverse hereof duly executed, at the corporate office of Cottonwood
          Stock Transfer, 5899 South State Street, Salt Lake City, Utah 84107, as
          Warrant
          Agent, or its successor (the “Warrant
          Agent”),
          accompanied by payment of $1.19 per share, subject to adjustment (the
“Purchase
          Price”),
          in
          lawful money of the United States of America in cash or by certified or
          bank
          check made payable to the Company.

        


        This
          Warrant Certificate and each Warrant represented hereby are issued pursuant
          to
          and are subject in all respects to the terms and conditions set forth in
          the
          Warrant Agreement (the “Warrant
          Agreement”),
          dated
          October 15, 2007, by and between the Company and the Warrant Agent.

        


        In
          the
          event of certain contingencies provided for in the Warrant Agreement, the
          Purchase Price and the number of shares of Common Stock subject to purchase
          upon
          the exercise of each Warrant represented hereby are subject to modification
          or
          adjustment.

        


        Each
          Warrant represented hereby is exercisable at the option of the Registered
          Holder, but no fractional shares will be issued. In the case of the exercise
          of
          less than all of the Warrants represented hereby, the Company shall cancel
          this
          Warrant Certificate upon the surrender hereof and shall execute and deliver
          a
          new Warrant Certificate or Warrant Certificates of like tenor, which the
          Warrant
          Agent shall countersign, for the balance of such Warrants.

         

        Each
          Warrant represented hereby is subject to redemption by the Company as provided
          in the Warrant Agreement in the event of certain contingencies related
          to the
          market price of the Company’s Common Stock.


        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        


        


        The
          term
“Expiration
          Date”
shall
          mean 5:00 p.m. (New York time) on October 31, 2011. If such date shall
          in the
          State of New York be a holiday or a day on which the banks are authorized
          to
          close, then the Expiration Date shall mean 5:00 p.m. (New York time) the
          next
          following day which in the State of New York is not a holiday or a day
          on which
          banks are authorized to close.

        


        This
          Warrant Certificate is exchangeable, upon the surrender hereof by the Registered
          Holder at the corporate office of the Warrant Agent, for a new Warrant
          Certificate or Warrant Certificates of like tenor representing an equal
          aggregate number of Warrants, each of such new Warrant Certificates to
          represent
          such number of Warrants as shall be designated by such Registered Holder
          at the
          time of such surrender. Upon due presentment and payment of any tax or
          other
          charge imposed in connection therewith or incident thereto, for registration
          of
          transfer of this Warrant Certificate at such office, a new Warrant Certificate
          or Warrant Certificates representing an equal aggregate number of Warrants
          will
          be issued to the transferee in exchange therefor, subject to the limitations
          provided in the Warrant Agreement.

        


        Prior
          to
          the exercise of any Warrant represented hereby, the Registered Holder shall
          not
          be entitled to any rights of a stockholder of the Company, including, without
          limitation, the right to vote or to receive dividends or other distributions,
          and shall not be entitled to receive any notice of any proceedings of the
          Company, except as provided in the Warrant Agreement.

        


        Prior
          to
          due presentment for registration of transfer hereof, the Company and the
          Warrant
          Agent may deem and treat the Registered Holder as the absolute owner hereof
          and
          of each Warrant represented hereby (notwithstanding any notations of ownership
          or writing hereon made by anyone other than a duly authorized officer of
          the
          Company or the Warrant Agent) for all purposes and shall not be affected
          by any
          notice to the contrary, except as provided in the Warrant Agreement. This
          Warrant Certificate shall be governed by and construed in accordance with
          the
          laws of the State of New York without giving effect to conflicts of
          laws.

        


        This
          Warrant Certificate is not valid unless countersigned by the Warrant
          Agent.

        



        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        


         

        IN
          WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
          duly
          executed, manually or in facsimile by two of its officers thereunto duly
          authorized and a facsimile of its corporate seal to be imprinted
          hereon.

        


        Dated:
          _____________, 2007

        


        
          	
                  [SEAL]

                	
                  BBM
                    HOLDINGS, INC.

                
	 	 
	 	
                  By:
                    

                
	 	
                  
                    _______________________________

                  

                  __________________,
                    President

                
	 	 
	 	
                  By:
                    

                
	 	
                  
                    _______________________________

                  

                  _________________,
                    Secretary

                
	 	 
	
                  COUNTERSIGNED:

                	 
	 	 
	
                  Cottonwood
                    Stock Transfer, as Warrant Agent

                	 
	 	 
	
                  By:
                    

                	 
	
                  _______________________________

                  Name:
                    

                	 
	
                  _______________________________

                  Title:
                    

                	 
	
                  _______________________________

                	 


        

        


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        SUBSCRIPTION
          FORM

         

        To
          Be
          Executed by the Registered Holder

        in
          Order
          to Exercise Warrants

         

        The
          undersigned Registered Holder hereby irrevocably elects to exercise Warrants
          represented by this Warrant Certificate, and to purchase the securities
          issuable
          upon the exercise of such Warrants, and requests that certificates for
          such
          securities shall be issued in name of

        


        PLEASE
          INSERT SOCIAL SECURITY

        OR
          OTHER IDENTIFYING NUMBER

        


        __________________________

        


        __________________________

        


        __________________________

        


        __________________________

        (please
          print or type name and address)

         

        and
          be
          delivered to

        


        __________________________

        


        __________________________

        


        __________________________

        


        __________________________

        (please
          print or type name and address)

        


        and
          if
          such number of Warrants shall not be all the Warrants evidenced by this
          Warrant
          Certificate, that a new Warrant Certificate for the balance of such Warrants
          be
          registered in the name of, and delivered to, the Registered Holder at the
          address stated below.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        ASSIGNMENT

         

        To
          Be
          Executed by the Registered Holder

        in
          Order
          to Assign Warrants

         

        FOR
          VALUE
          RECEIVED, _______________________, hereby sells, assigns and transfers
          unto

         

        PLEASE
          INSERT SOCIAL SECURITY OR

        OTHER
          IDENTIFYING NUMBER

         

        _______________________________

        


        _______________________________

        


        _______________________________

        


        _______________________________

        (please
          print or type name and address)

        


        ____________________
          of the Warrants represented by this Warrant Certificate, and hereby irrevocably
          constitutes and appoints ________________________________ Attorney to transfer
          this Warrant Certificate of the Company, with full power of substitution
          in the
          premises.

         

        
          
            	Dated:
                    _______________________________	X
                    _______________________________
	
                  	   _______________________________


          
   

        THE
          SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO
          THE NAME
          AS WR1TTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
          WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE
          GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION WITH MEMBERSHIP IN AN APPROVED
          SIGNATURE MEDALLION PROGRAM PURSUANT TO SEC RULE 17Ad-15.