EXHIBIT B VOID AFTER 5:00 P.M. EASTERN TIME ON April 30, 2011 WARRANTS TO PURCHASE COMMON STOCK WP-[_____] [_________] Warrants ZUMA360 SOFTWARE, INC. CUSIP ______________

EXHIBIT B

VOID AFTER 5:00 P.M. EASTERN TIME ON April 30, 2011

WARRANTS TO PURCHASE COMMON STOCK

WP-[_____]                                                  [_________] Warrants

ZUMA360 SOFTWARE, INC.

CUSIP ______________

THIS CERTIFIES THAT ________________________________________________] or registered assigns, is the registered holder of the number of Warrants (the “Warrants”) set forth above. Each Warrant entitles the holder thereof to purchase from ZUMA360 SOFTWARE, INC., a corporation incorporated under the laws of the state of Delaware (the “Company”), subject to the terms and conditions set forth hereinafter and in the Warrant and Unit Agreement hereinafter more fully described (the “Unit and Warrant Agreement”), at any time between the Detachment Date and on or before the close of business on April 30, 2011 (the “Expiration Date”), one fully paid and non-assessable share of Common Stock of the Company (the “Common Stock”) upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office in of _____________ ____________, Warrant Agent of the Company (the “Warrant Agent”) or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Unit and Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company.

Each Warrant initially entitles the holder to purchase one share of Common Stock initially for $5.00. The number and kind of securities or other property for which the Warrants are exercisable are subject to further adjustment in certain events, such as mergers, splits, stock dividends, recapitalizations and the like, to prevent dilution. All Warrants not theretofore exercised will expire on April 30, 2011.

This Warrant Certificate is subject to all of the terms, provisions and conditions of the Unit and Warrant Agreement, dated as of ________ __, 2008, between the Company and the Warrant Agent, as amended, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Unit and Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Unit and Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Unit and Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at ZUMA360 SOFTWARE, INC., 0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 000, Attention: Chief Financial Officer.

The Company shall not be required upon the exercise of the Warrants evidenced by this Warrant Certificate to issue fractions of Warrants, Common Stock or other securities, but shall make adjustment therefor in cash on the basis of the current market value of any fractional interest as provided in the Warrant Agreement.

In certain cases, the sale of securities by the Company upon exercise of Warrants would violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to use all commercially reasonable efforts to cause a registration statement to be effective at a time when it is reasonable to expect that the Warrants might be exercised, taking specific note of the price at which the underlying shares of Common Stock may be trading on a recognized exchange during the term of the Warrants, and to take such action under the laws of various states as may be required to cause the sale of securities upon exercise to be lawful, unless an exemption from registration is available. However, the Company will not be required to honor the exercise of Warrants if, in the opinion of the Board of Directors, upon advice of counsel, the sale of securities upon such exercise would be unlawful.

The warrants are subject to an accelerated expiration in the event that the trading price of the Company’s common shares trade at US$7.00 or more for 20 consecutive trading days, provided that the resale by the holders of the securities comprising the Units has been registered under the US Securities Act of 1933 (the “1933 Act”). In such an event, the warrant Expiration Date will be reduced to 30 days from the date of issuance of a news release announcing such change to the warrant term.

This Warrant Certificate, with or without other Warrant Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised.

No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof or give or withhold consent to any corporate action (whether upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting stockholders (except as provided in the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement.

If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Stock or other class of stock purchasable upon the

exercise of the Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall not be required to make delivery of certificates for shares purchasable upon such transfer until the date of the reopening of said transfer books.

Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, and with every other holder of a Warrant Certificate that:

     (a) This Warrant Certificate is transferable on the registry books of the Warrant Agent only upon the terms and conditions set forth in the Warrant Agreement; and

     (b) The Company and the Warrant Agent may deem and treat the person in whose name this Warrant Certificate is registered as the absolute owner hereof (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes whatever and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

The Company shall not be required to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of Warrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by the holder of this Warrant Certificate pursuant to the Warrant Agreement shall have been paid, such tax being payable by the holder of this Warrant Certificate at the time of surrender.

This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent.

WITNESS the facsimile signatures of the proper officers of the Company and its corporate seal.

Dated: ______________, 2008

ZUMA360 SOFTWARE, INC.

	By:	__________________________
		Xxxxx Xxxxx
		President and Chief Executive Officer

Attest:	__________________________
	Secretary

Countersigned

[Transfer Agent]

By:	__________________________
	Authorized Officer

FORM OF ELECTION TO PURCHASE

(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO EXERCISE THE WARRANTS IN WHOLE OR IN PART)

To: ZUMA360 SOFTWARE, INC.

The undersigned Registered Holder

(Please insert Social Security or other

identification number of Registered Holder)

hereby irrevocably elects to exercise the right of purchase represented by the within this Warrant Certificate for, and to purchase thereunder, _______________ shares of Common Stock provided for therein and tenders payment herewith to the order of ZUMA360 SOFTWARE, INC. in the amount of $________________. The undersigned requests that certificates for such shares of Common Stock be issued as follows:

Name:_______________________________________________________________
Address:____________________________________________________________
Deliver to:_________________________________________________________
Address:____________________________________________________________

and if said number of Warrants being exercised shall not be all the Warrants evidenced by this Warrant Certificate, that a new Certificate for the balance of such Warrants as well as the shares of Common Stock represented by this Warrant Certificate be registered in the name of, and delivered to, the Registered Holder at the address stated below:

Address:_____________________________________________________________
Dated:_____________, _______

Signature

(Signature must conform in all respects to the name of Registered Holder as specified in the case of this Warrant Certificate in every particular, without alteration or any change whatever.)

Signature Guaranteed:

The signature should be guaranteed by an eligible institution (Banks, Stockbrokers, Savings and Loan Association and Credit Union with membership in an approved signature Medallion Program), pursuant to S.E.C. Rule 17Ad-15.

FORM OF ASSIGNMENT
(TO BE SIGNED ONLY UPON ASSIGNMENT)

FOR VALUE RECEIVED, the undersigned Registered Holder

(Please insert
Social Security or other
identification number of
Registered Holder)

hereby sells, assigns and transfers unto

(Please Print Name and Address including Zip Code)

Warrants evidenced by the within Warrant Certificate, and irrevocably constitutes and appoints

Attorney to transfer this Warrant Certificate on the books of Zuma360 Software Inc with the full power of substitution in the premises.

Dated:__________________, ________

Signature:

(Signature must conform in all respects to the name of Registered Holder as specified on the face of this Unit Certificate in every particular, without alteration or any change whatsoever, and the signature must be guaranteed in the usual manner.)

Signature Guaranteed:

The signature should be guaranteed by an eligible institution (Banks, Stockbrokers, Savings and Loan Association and Credit Union with membership in an approved signature Medallion Program), pursuant to S.E.C. Rule 17Ad-15.