ECHO METRIX, S-1 Filing

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					                                                          UNITED STATES
                                              SECURITIES AND EXCHANGE COMMISSION
                                                     WASHINGTON, D.C. 20549

                                                                 FORM S-1

                               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                                     PROTEXT MOBILITY, INC.

                                                                    Delaware
                                         (State or Other Jurisdiction of Incorporation or Organization)

                                                                     1381
                                           (Primary Standard Industrial Classification Code Number)

                                                                 11-3621755
                                                      (I.R.S. Employer Identification No.)

                                                    6800 Jericho Turnpike – Suite 208E
                                                             Syosset, NY 11791
                                                               (516) 802-0223
                                         (Address and telephone number of principal executive offices)

                                                     6800 Jericho Turnpike – Suite 208E
                                                              Syosset, NY 11791
                                 (Address of principal place of business or intended principal place of business)

                                                                    Copy to:

                                                            Hank Gracin, Esq.
                                                           Leslie Marlow, Esq.
                                                          Gracin & Marlow, LLP
                                                          The Chrysler Building
                                                   405 Lexington Avenue, 26 th Floor
                                                       New York, New York 10174
                                                               (212) 907-6457
                                          (Name, address and telephone number of agent for service)

Approximate Date of Proposed Sale to the Public: From time to time after the date this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If delivery of the prospectus is expected to be made pursuant to Rule 424, check the following box. 

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of ―large accelerated filer,‖ ―accelerated filer‖ and ―smaller reporting company‖ in Rule 12b-2 of the Exchange
Act.

        Large accelerated filer                                         Accelerated filer                            
       Non-accelerated filer                                            Smaller reporting company                    
       (Do not check if a smaller reporting
       company)
                                                 CALCULATION OF REGISTRATION FEE

                                                                                                      Proposed
                                                                        Proposed maximum              maximum
       Title of each class of securities to be       Amount to be        offering price per       aggregate offering            Amount of
                     registered                      registered (1)          share (2)                price (1)             registration fee (3)
     Common Stock, $.0001 par value per share         35,000,000      $               .03       $       $1,050,000      $                     121.90

(1) In accordance with Rule 416(a), the registrant is also registering hereunder an indeterminate number of shares that may be issued and resold
resulting from stock splits, stock dividends or similar transactions.

(2) Estimated in accordance with Rule 457(c) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration
fee based on the recent sales of unregistered securities on October 20, 2011.

(3) Calculated under Section 6(b) of the Securities Act of 1933 as .00011610 of the aggregate offering price.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.

                                       SUBJECT TO COMPLETION, DATED OCTOBER 21, 2011

                                                       PRELIMINARY PROSPECTUS

                                                        PROTEXT MOBILITY, INC.

                                                      35,000,000 Shares of Common Stock

This prospectus relates to the offer and resale of up to 35,000,000 shares of our common stock, par value $0.0001 per share, by the selling
stockholder, Eclipse Advisors, LLC (―Eclipse‖). Of such shares, 32,298,993 represent shares that Eclipse has agreed to purchase if put to it
by us pursuant to the terms of the Equity Credit Agreement we entered into with Eclipse on August 24, 2011, subject to volume limitations and
other limitations in the Equity Credit Agreement. Pursuant to the terms of the Equity Credit Agreement we agreed to pay Eclipse a
commitment fee of $100,000, of which: (i) on the execution date of the Equity Credit Agreement, we issued 1,034,340 shares of common
stock, having a value equal to $50,000 based upon a deemed valuation equal to the average closing bid prices of our common stock on the 5
trading days preceding such execution; and (ii) on the date of the filing with the Securities and Exchange Commission of the registration
statement of which this prospectus forms a part, we will issue a number of shares of common stock having a value equal to $50,000 based upon
a deemed valuation equal to the average closing bid prices of our stock on the 5 trading days preceding such filing. Subject to the terms and
conditions of the Equity Credit Agreement, which we refer to in this prospectus as the ―Equity Credit Agreement,‖ we have the right to ―put,‖
or sell, up to $7,500,000 worth of shares of our common stock to Eclipse. This arrangement is sometimes referred to as an ―Equity Line.‖

For more information on the selling stockholder, please see the section of this prospectus entitled ―Selling Security Holder‖ beginning on page
41.

We will not receive any proceeds from the resale of these shares of common stock offered by Eclipse. We will, however, receive proceeds
from the sale of shares directly to Eclipse pursuant to the Equity Line. When we put an amount of shares to Eclipse, the per share purchase
price that Eclipse will pay to us in respect of such put will be determined in accordance with a formula set forth in the Equity Credit
Agreement. There will be no underwriter‘s discounts or commissions so we will receive all of the proceeds of our sale to Eclipse. The
purchase price to be paid by Eclipse will be 93% of the market price of our common stock on the date the purchase price is calculated. We will
be entitled to put to Eclipse on each put date such number of shares of common stock as equals the lesser of: (i) $250,000; or (ii) 375% of the
average of the product of: (a) the closing bid price; and (b) the volume of the principal trading exchange for our common stock for the 15
trading days preceding the put date; provided that the number of shares to be purchased by Eclipse shall not exceed the number of such shares
that, when added to the number of shares of our common stock then beneficially owned by Eclipse, would exceed 4.99% of the number of
shares of our common stock outstanding.

Eclipse will sell any shares offered under this prospectus at prevailing market prices or privately negotiated prices. Eclipse is an ―underwriter‖
within the meaning of the Securities Act of 1933, as amended (the ―Securities Act‖), in connection with the resale of our common stock under
the Equity Line. For more information, please see the section of this prospectus titled ―Plan of Distribution‖ beginning on page 16.

Our common stock became eligible for trading on the OTC Bulletin Board on August 14, 2003. Our common stock is quoted on the OTC
Bulletin Board under the symbol ―TXTM‖. The closing price of our stock on October 20, 2011 was $.03.

You should understand the risks associated with investing in our common stock. Before making an investment, read the “Risk
Factors,” which begin on page 3 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

                                                The date of this prospectus is October __, 2011.
                                                                                      Page
PROSPECTUS SUMMARY                                                                             1

RISK FACTORS                                                                                   3

USE OF PROCEEDS                                                                               12

DETERMINATION OF OFFERING PRICE                                                               12

BUSINESS                                                                                      14

MARKET PRICE OF COMMON STOCK AND OTHER STOCKHOLDER MATTERS                                    16

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS                            17

MANAGEMENT‘S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                     24

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS                                  24

EXECUTIVE COMPENSATION                                                                        26

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                29

TRADING MARKET                                                                                30

SELLING SECURITY HOLDER                                                                       30

RELATIONSHIP BETWEEN THE ISSUER AND THE SELLING SECURITY HOLDER                               32

PLAN OF DISTRIBUTION                                                                          32

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                33

DESCRIPTION OF SECURITIES                                                                     33

SHARES ELIGIBLE FOR FUTURE SALE                                                               36

EXPERTS                                                                                       37

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES           37

LEGAL MATTERS                                                                                 37

WHERE YOU CAN FIND MORE INFORMATION                                                           37

PART II                                                                                      II-1
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different
from that which is contained in this prospectus. This prospectus may be used only where it is legal to sell these securities. The information in
this prospectus may only be accurate on the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of
securities.

                                                          PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus; it does not contain all of the information you should consider
before investing in our common stock. You should read the entire prospectus before making an investment decision.

Throughout this prospectus, the terms the “Company,” “Protext Mobility,”“we,” “us,” “our,” and “our company” refer to ProText Mobility,
Inc., a Delaware corporation.

Company Overview

ProText Mobility Inc. (formerly known as EchoMetrix Inc. and SearchHelp, Inc.) was incorporated in the State of Delaware on September 5,
2001 and completed its initial public offering on July 23, 2003. During the fiscal year ended December 31, 2008, the Company acquired 100%
of the stock of EchoMetrix, Inc., a wholly owned subsidiary, and in May of 2009 the Company filed a Certificate of Ownership and Merger
with the Secretary of State of Delaware pursuant to which EchoMetrix, Inc. was merged into the Company, and the Company's corporate name
was changed from SearchHelp, Inc. to EchoMetrix, Inc. In December of 2010, the Company formed a new subsidiary, ProText Mobility, Inc.,
and filed a Certificate of Ownership and Merger with the Secretary of State of Delaware pursuant to which ProText Mobility, Inc. was merged
into the Company, and the Company‘s name changed from EchoMetrix, Inc. to ProText Mobility, Inc.

Our Business

Protext Mobility develops, markets and sells software products and solutions for the internet and mobile communications markets aimed at
protecting children from danger on the internet and in mobile communication. The Company has expanded its business plan from developing
software solely for personal computers (―PCs‖) to developing software for products designed for the mobile industry. We offer three products,
one for PCs and two for mobile communications devices. Although we continue to derive substantially all of our revenue from our first
PC-based technology, namely FamilySafe Parental Controls, we anticipate deriving a substantial portion of our future revenues from products
designed for the mobile industry. Our lead mobile product, SafeText, is a service for mobile devices that provides parents a tool to help manage
their children‘s mobile communication activities.

We have generated minimal revenue from operations, have negative working capital and have experienced operating losses over the past two
years resulting in an accumulated deficit of approximating $44,916,911, a stockholders‘ deficit of approximately $1,551,768 and a working
capital deficiency of $1,504,196 for the six months ended June 30, 2011. For the six months ended June 30, 2011, we generated revenue of
$12,691 and incurred net losses of approximately $1,955,885. We generated revenue of approximately $30,853 and $31,428 for the years
ended December 31, 2010 and 2009, respectively, and incurred net losses of approximately $5,679,000 and $4,481,000 for the years ended
December 31, 2010 and 2009, respectively.

We have not made all of the required payments under several notes that matured during 2007 and 2008 in the aggregate principal amount of
$114,034. In addition, we have not made required payments under seven notes that matured between February 2011 and September 2011 in
the aggregate principal amount of $225,000. Two notes in the aggregate principal amount of $470,125 are due in November 2011 and four
notes in the aggregate principal amount of $51,000 are due in December 2011. Should the holders of any of these notes demand payment and
we are unable to renegotiate the terms of the notes or raise funds at the time of any such demand to repay amounts owed, the note holders could
declare the notes in default and take legal action against us. Our ability to continue to operate is dependent upon our ability to raise additional
funds to repay the notes secured by our assets and/or secure forbearance agreements from these lenders.

The opinion of our independent auditors for the fiscal years ended December 31, 2010 and December 31, 2009 is qualified subject to
substantial doubt as to our ability as a going concern. If we are in fact unable to continue as a going concern, you may lose your entire
investment.

Our principal executive offices are located at 6800 Jericho Turnpike, Suite 208E, Syosset, New York 11791 and our telephone number is (516)
802-0223.


                                                                        1
The Offering

Common stock that may be offered by selling stockholder   35,000,000 shares

Common stock currently outstanding                        169,514,906 shares

Total proceeds raised by offering                         We will not receive any proceeds from the resale or other disposition of the shares
                                                          covered by this prospectus by the selling shareholder. We will receive proceeds
                                                          from the sale of shares to Eclipse. Eclipse has committed to purchase up to
                                                          $7,500,000 worth of shares of our common stock over a period of time terminating
                                                          on the earlier of: (i) 24 months from the effective date of the registration statement
                                                          filed in connection with the Equity Credit Agreement; or (ii) the date on which
                                                          Eclipse has purchased shares of our common stock pursuant to the Equity Credit
                                                          Agreement (the ―Equity Line‖) for an aggregate maximum purchase price of
                                                          $7,500,000. The purchase price to be paid by Eclipse will be 93% of the market
                                                          price of our common stock on the date the purchase price is calculated. The
                                                          Company will be entitled to put to Eclipse on each put date such number of shares
                                                          of common stock as equals the lesser of: (i) $250,000; or (ii) 375% of the average
                                                          of the product of: (a) the closing bid price; and (b) the volume of the principal
                                                          trading exchange for our common stock for the 15 trading days preceding the put
                                                          date; provided that the number of shares to be purchased by Eclipse may not
                                                          exceed the number of shares that, when added to the number of shares of our
                                                          common stock then beneficially owned by Eclipse, would exceed 4.99% of our
                                                          shares of common stock outstanding.

Risk Factors                                              There are significant risks involved in investing in our company. For a discussion
                                                          of risk factors you should consider before buying our common stock, see ―Risk
                                                          Factors‖ beginning on page 3.


                                                                     2
                                                                 RISK FACTORS

Investing in our common stock involves a high degree of risk, and you should be able to bear the complete loss of your investment. You should
carefully consider the risks described below, the other information in this prospectus when evaluating our company and our business. If any of
the following risks actually occur, our business could be harmed. In such case, the trading price of our common stock could decline and
investors could lose all or a part of the money paid to buy our common stock.

RISKS RELATED TO OUR BUSINESS

If we continue our history of losses, we may be unable to continue our operations.

We cannot be certain whether we will ever make a profit, or, if we do, that we will be able to continue making a profit or earn a significant
amount of revenues. If we continue to lose money, our stock price could decline or we may be forced to discontinue our operations, either of
which may result in you losing a portion or all of your investment. For the six months ended June 30, 2011, we generated revenue of $12,691
and incurred net losses of approximately $1,955,885. We generated revenue of approximately $30,853 and $31,428 for the years ended
December 31, 2010 and 2009, respectively, and incurred net losses of approximately $5,679,000 and $4,481,000 for the years ended December
31, 2010 and 2009, respectively. At June 30, 2011 we had an accumulated deficit of approximating $44,916,911, a stockholders‘ deficit of
approximately $1,551,768 and a working capital deficiency of $1,504,196. At December 31, 2010, we had an accumulated deficit of
approximately $42,727,234, a stockholders‘ deficit of approximately $1,786,000 and a working capital deficiency of approximately
$1,916,000.

We may not be able to continue our business as a going concern.

If we are unable to continue as a going concern, you may lose your entire investment. The report of our independent auditors for the fiscal
years ended December 31, 2010 and December 31, 2009 is qualified subject to substantial doubt as to our ability as a going concern. As
discussed in Note 1 to our financial statements for the fiscal year December 31, 2010, we have experienced operating losses over the past two
years resulting in an accumulated deficit. Our independent auditors believe, based on our financial results as of December 31, 2010, that such
results raised substantial doubts about our ability to continue as a going concern. If we are unable to continue as a going concern, you may lose
your entire investment.

If we are unable to secure additional financing, our business may fail or our operating results and our stock price may be materially
adversely affected.

If we are not able to raise enough funds through the Equity Line or other sources, we may not be able to successfully develop and market our
products and our business may fail. The Company's cash on hand at June 30, 2011 totaled approximately $2,397 and at December 31, 2010
totaled approximately $60,000. To date, the Company received proceeds from sale of the Company‘s Series B Preferred Stock totaling
$4,650,000, proceeds from the sale of the Company‘s Series A Preferred Stock totaling $2,050,000, proceeds from the sale of common stock
and exercise of warrants and options in the aggregate of approximately $5,500,000, and approximately $7,900,000 from the issuance of debt.
However, we have generated minimal revenue from operations. We do not have any commitments for financing other than the Equity Line, and
we will need additional financing to meet our obligations and to continue our business. Although we plan to raise funds through the Equity
Line, due to the conditions of the Equity Line we cannot guarantee that we will be able to raise money through the use of the Equity Line or
that we will be able to utilize the full Equity Line.

As we raise additional capital, shareholders' percentage ownership interest will likely be reduced.

The raising of additional financing would in all likelihood result in dilution or reduction in the value of our securities. Our ability to operate is
dependent upon obtaining sufficient capital. In September of 2009, we entered into a Stock Purchase Agreement for sales of our Series B
Preferred Stock and to date we have issued 511,551 shares of preferred stock. Each share of preferred stock converts to 100 shares of common
stock at the option of the holder. Preferred stock has a priority to the common stock, and will reduce common shareholders' percentage of
ownership. In addition, we have also issued warrants which are exercisable for shares of common stock. Upon conversion of the preferred
stock and exercise of the warrants, common shareholders' ownership interest will be further reduced. If we issue additional stock in accordance
with the Amended Stock Purchase Agreement, common shareholders' ownership interest will be further reduced. We have recently raised
money from the sale of convertible notes that contain a conversion feature with a discount to market. Such a discount will have a dilutive
effect on our current shareholders as well.


                                                                         3
We are a development stage company with a limited operating history, making it difficult for you to evaluate our business and your
investment.

We are in the development stage and our operations and the development of our products are subject to all of the risks inherent in the
establishment of a new business enterprise, including but not limited to:

         •    the absence of an operating history;
         •    the lack of commercialized products;
         •    insufficient capital;
         •    expected substantial and continual losses for the foreseeable future;
         •    limited experience in dealing with regulatory issues;
         •    an expected reliance on third parties for the development and commercialization of our proposed products;
         •    a competitive environment characterized by numerous, well-established and well capitalized competitors; and
         •    reliance on key personnel.

Because we are subject to these risks, you may have a difficult time evaluating our business and your investment in our company.

We are currently in default under several of our notes.

We have not made all of the required payments under several notes that matured during 2007 and 2008 in the aggregate principal amount of
$114,034. In addition, we have not made required payments under seven notes that matured between February 2011 and September 2011 in
the aggregate principal amount of $225,000. Two notes in the aggregate principal amount of $470,125 are due in November 2011 and four
notes in the aggregate principal amount of $51,000 are due in December 2011. Should the holders of any of these notes demand payment and
we are unable to renegotiate the terms of the note or raise funds at the time of any such demand to repay amounts owed, the note holders could
declare the notes in default and take legal action against us. Our ability to continue to operate is dependent upon our ability to raise additional
funds to repay the notes secured by our assets and/or negotiate forbearance agreements.

We have several notes that are due in 2011 and we will need additional capital to repay these loans when due and may not be able to obtain
it .

As of September 30, 2011 we had notes in the aggregate principal amount of $977,659 outstanding, of which two notes in the principal amount
of $470,125 are due in November 2011 and four notes in the principal amount of $51,000 are due in December 2011. To date, none of these
notes have been repaid and we have loans in the aggregate principal amount of $379,034 now in default and we do not have the funds to repay
any of these loans. We will need to raise additional funds in order to repay these loans. In addition we will need to raise additional funds to
support further expansion, meet competitive pressures, and respond to unanticipated requirements. We cannot assure you that additional
financing will be available to us as needed or on terms favorable to us. We currently do not have any commitments for additional funding other
than the Equity Line, which is dependent upon stock sales volume and our stock price over which we have no control.

If we do not have sufficient funds to pay our secured notes when they become due, the note holders have the right to foreclose upon our
assets, which could force us to suspend all operations.

Our secured convertible notes in the aggregate principal amount of $150,000 were not paid upon their maturity in June 2011 and August 2011
and the holders could declare the notes in default and take action to seize our assets, which would force us to suspend all operations. We
currently have senior convertible notes in the principal amount of $175,000 outstanding which are secured by our assets and intellectual
property, all of which are past due. We currently do not have the funds necessary to pay the accrued interest or the principal amount
outstanding. There can be no assurance note holders will forbear on exercising their rights against us.

Certain of our notes contain features that could have a dilutive effect to our investors.

If the price that we issue any shares of our stock in a put is lower than the conversion price of our three notes in the principal amounts of
$40,000, $42,500 and $35,000, respectively, these lenders will be entitled to reduce the price at which they convert their notes to shares of our
common stock and therefore will be entitled to receive more shares than anticipated. On each of May 31, 2011, July 27, 2011 and September
22, 2011, we entered into a Securities Purchase Agreement with an accredited investor for the sale of a convertible promissory note in the
principal amount of $40,000, $42,500 and $35,500, respectively (the ―Notes‖). Each Note is convertible into shares of our common stock
beginning 180 days from the date of the Note at a conversion price of 60% of the average of the lowest three trading prices of our common
stock during the 10 trading days on the OTC Bulletin Board (the ―OTC-BB‖) preceeding the conversion date. However, a reduction in the
conversion price as set forth above will result in us issuing a greater number of shares of common stock than anticipated, which will have the
effect of diluting the shares of common stock of our investors.
4
The holder of our Series B Preferred Stock controls the right to vote our common stock as well as our right to effectuate certain actions.

The holder of our Series B Preferred Stock has the right to control the vote of 51% of our outstanding common stock with regard to an increase
in our authorized shares and has the right to 51,155,100 votes based on their ownership of the Series B Preferred Stock. As a result, the holder
of our Series B Preferred Stock may be able to effectively control the management and affairs and all matters requiring stockholder approval,
including the election of directors and approval of significant corporate actions. In addition, we are required to obtain the approval of holders of
66% of the Series B Preferred Stock with respect to certain actions, including an increase or decrease in the board size or any committee, an
amendment to or waiver of provisions of our organizational documents, the sale of any equity or debt security other than certain exempted
transaction, declaration or payment of a dividend, redemption of stock, sale of a substantial portion of our debt or equity or the engagement in a
transaction with an affiliate, officer or director. This concentration of control may delay or prevent a change of control and may adversely
affect the market value of our common stock.

We will need to increase our number of shares of authorized common stock prior to initiating puts for a substantial number of shares of
common stock.

We currently are authorized to issue 400,000,000 shares of common stock and have 169,514,906 shares of common stock outstanding and have
reserved an additional 213,610,751 shares of common stock for issuance upon exercise of convertible securities that are currently
outstanding. Based upon our current market price, the remaining 16,874,343 shares will not be enough to allow us to raise substantial funds
under the Equity Line and therefore we will need to increase our authorized stock in order to raise a substantial amount of funding under the
Equity Line. There can be no assurance that we will be able to obtain the necessary shareholder approval for such an increase.

We have no independent audit committee nor do we have an audit committee financial expert at this time. Our full board of directors
functions as our audit committee. This may hinder our board of directors’ effectiveness in fulfilling the functions of the audit committee.

Currently, we have no independent audit committee nor do we have an audit committee financial expert at this time. Our full board of directors
functions as our audit committee and is comprised of four directors, two of whom are not considered to be "independent" in accordance with
the requirements of Rule 10A-3 under the Exchange Act. An independent audit committee plays a crucial role in the corporate governance
process, assessing our company's processes relating to our risks and control environment, overseeing financial reporting, and evaluating
internal and independent audit processes. The lack of an independent audit committee may prevent the board of directors from being
independent from management in its judgments and decisions and its ability to pursue the committee's responsibilities without undue influence.
We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified,
independent directors, the management of our business could be compromised. In addition, the director on our board of directors is not
considered to be a ―financial expert‖ in that he does not have the education or experience of being a chief financial officer.

Our inability to retain and attract key personnel could seriously harm our business and adversely affect our ability to develop our products.

We believe that our future success will depend on the abilities and continued service of our senior management and executive officers,
particularly Peter Charles, our Interim Chief Executive Officer, and those persons involved in the research and development of our products. If
we are unable to attract additional qualified employees, researchers and consultants, we may be unable to successfully finalize and market our
products and other future products being developed.

Our software technology and strategy may not be successful.

Our success will depend almost entirely upon the acceptance of our products and services by parents with children under the age of 17,
elementary and middle schools, media companies and households. Market acceptance will depend upon several factors, particularly the
determination by parents that they need and want to monitor and protect their children while on the Internet and mobile devices. A number of
factors may inhibit acceptance, including the existence of competing products, our inability to convince families that they need to pay for the
products and services that we will offer, or failure by households and service companies to use our products. If our products are not accepted by
the ultimate end user, we may have to curtail our business operations, which could have a material negative effect on operating results and most
likely result in a lower stock price.


                                                                         5
The commercialization of our new technology and strategy may not be successful .

Our success will depend upon the acceptance of our products and services by consumers and companies within the computer and mobile
industry. Market acceptance will depend upon several factors, particularly the determination by consumers and companies that they need and
want a premium service for their computer or mobile devices that provide parents a solution to help manage their children‘s communications
activities. A number of factors may inhibit acceptance, including our inability to convince consumers and businesses that they need to pay for
the products and services that we will offer. If our products are not accepted by the market, we may have to curtail our business operations,
which could have a material negative effect on operating results and most likely result in a lower stock price.

We may not be able to compete successfully against current and future competitors.

We will compete, in our current and proposed businesses, with other companies, some of which have far greater marketing and financial
resources and experience than we do. We cannot guarantee that we will be able to penetrate our primary market and be able to compete at a
profit. In addition to established competitors, there is ease of market entry for other companies that choose to compete with us. Effective
competition could result in price reductions, reduced margins or have other negative implications, any of which could adversely affect our
business and chances for success. Competition is likely to increase significantly as new companies enter the market and current competitors
expand their services. Many of these potential competitors are likely to enjoy substantial competitive advantages, including larger technical
staffs, greater name recognition, larger customer bases and substantially greater financial, marketing, technical and other resources. To be
competitive, we must respond promptly and effectively to the challenges of technological change, evolving standards and competitors‘
innovations by continuing to enhance our services and sales and marketing channels. Any pricing pressures, reduced margins or loss of market
share resulting from increased competition, or our failure to compete effectively, could seriously damage our business and chances for success.

We may not be able to manage our growth effectively.

We must continually implement and improve our products and/or services, operations, operating procedures and quality controls on a timely
basis, as well as expand, train, motivate and manage our work force in order to accommodate anticipated growth and compete effectively in our
market segment. Successful implementation of our strategy also requires that we establish and manage a competent, dedicated work force and
employ additional key employees in corporate management, product design, client service and sales. We can give no assurance that our
personnel, systems, procedures and controls will be adequate to support our existing and future operations. If we fail to implement and improve
these operations, there could be a material, adverse effect on our business, operating results and financial condition.

If we do not continually update our products, they may become obsolete and we may not be able to compete with other companies.

Mobile technology, software applications and related infrastructure are rapidly evolving. Our ability to compete depends on the continuing
development of our technologies and products. We cannot assure you that we will be able to keep pace with technological advances or that our
products will not become obsolete. We cannot assure you that competitors will not develop related or similar products and bring them to
market before we do, or do so more successfully, or that they will not develop technologies and products more effective than any that we have
developed or are developing. If that happens, our business, prospects, results of operations and financial condition will be materially adversely
affected.

Our business also depends on providing applications that wireless subscribers want to buy. We must continue to invest significant resources in
research and development to enhance our offering of wireless applications and introduce new applications. Our operating results would suffer if
our applications are not responsive to the preferences of our customers or are not effectively brought to market.

The planned timing or introduction of new applications is subject to risks and uncertainties. Unexpected technical, operational, deployment,
distribution or other problems could delay or prevent the introduction of new applications, which could result in a loss of, or delay in, revenues
or damage to our reputation and brand. If any of our applications is introduced with defects, errors or failures, we could experience decreased
sales, loss of customers and damage to our reputation and brand. In addition, new applications may not achieve sufficient market acceptance to
offset the costs of development. Our success depends, in part, on unpredictable and volatile factors beyond our control, including customer
preferences and competing applications. A shift in mobile phone usage or the interest in parental control products could cause a decline in our
applications' popularity that could materially reduce our revenues and harm our business.

We must make product development decisions and commit significant resources well in advance of the anticipated introduction of a new
mobile phone model. New mobile phone models for which we are developing applications may be delayed, may not be commercially
successful, may have a shorter life cycle than anticipated or may not be adequately promoted by wireless carriers or the mobile phone
manufacturer. If the mobile phone models for which we are developing applications are not released when expected or do not achieve broad
market penetration, our potential revenues will be limited and our business will suffer.
6
Wireless carriers generally control the price charged for our applications either by approving the price of our applications or by
establishing the price charged to their wireless subscribers. The carriers' control over the pricing of our applications could adversely affect
market acceptance of our applications and our revenues.

We must obtain approval from our wireless carriers for the pricing of the applications that we propose to offer to their subscribers. These
approvals may not be granted in a timely manner or at all. Some of our carrier agreements may also restrict our ability to change prices. In
addition, our carriers generally have the ability to set the price charged to their wireless subscribers. Failure to obtain, or a delay in obtaining,
these approvals, or the price the carriers charge for our applications could adversely affect market acceptance of our applications.

If we are unsuccessful in establishing and increasing awareness of our brand and recognition of our applications, or if we incur excessive
expenses promoting and maintaining our brand, our business could be harmed.

We believe that establishing and maintaining our brand is critical to retaining and expanding our customer base. Promotion of our brand will
depend on our success in providing high-quality wireless applications. However, such success will depend, in part, on the services and efforts
of third parties, over which we have little or no control. For instance, if our wireless carriers fail to provide quality service, our customers'
ability to access our applications may be interrupted, which may adversely affect our brand. If our customers and carriers do not perceive our
existing products and services as high quality, or if we introduce new applications that are not favorably received by our customers and carriers,
then we may be unsuccessful in building brand recognition and brand loyalty in the marketplace. In addition, globalizing and extending our
brand may be costly. It will also involve extensive management time to execute successfully. Further, the markets in which we operate are
highly competitive and many of our competitors, such as NetNanny and S-Mobile, already have substantially more brand recognition than we
do. If we fail to successfully increase brand awareness and consumer recognition of our applications, our potential revenues could be limited,
our costs could increase and our business could suffer.

Credit market volatility and illiquidity may affect our ability to raise capital to finance our operations, planned expansion and growth.

The credit markets have experienced extreme volatility in recent years, and worldwide credit markets have remained unstable despite injections
of capital by the federal government and foreign governments. Banks and other lenders, such as equipment leasing companies, have
significantly increased credit requirements and reduced the amounts available to borrowers. Companies with low credit ratings may not have
access to the debt markets until the liquidity improves, if at all. If we do not meet the conditions necessary for use of the Equity Line, we will
be forced to seek other funding. If current credit market conditions do not improve, we may not be able to access debt or leasing markets to
finance our expansion plans.

We may not be able to successfully recruit and retain skilled employees, particularly scientific, technical and management professionals.

We believe that our future success will depend in large part on our ability to attract and retain highly skilled technical, managerial and
marketing personnel who are familiar with our technology. Industry demand for such employees, however, exceeds the number of personnel
available, and the competition for attracting and retaining these employees is intense. We compete in the market for personnel against
numerous companies, including larger, more established competitors who have significantly greater financial resources than we do and may be
in a better financial position to offer higher compensation packages to attract and retain human capital. We cannot be certain that we will be
successful in attracting and retaining the skilled personnel necessary to operate our business effectively in the future. Because of the highly
technical nature of our products, the loss of any significant number of our personnel could have a material adverse effect on our business and
operating results.

Our business is concentrated, making our operations sensitive to economic fluctuations.

Because of our limited financial resources, it is unlikely that we will be able to further diversify our operations. Therefore, we will be subject to
economic fluctuations within our industry. If our business does not succeed, you could lose all or part of your investment.

If we do not succeed in our expansion strategy, we may not achieve the results we project.

Our business strategy is designed to expand the sales of our products and services. Our ability to implement our plan will depend primarily on
the ability to attract customers and the availability of qualified and cost-effective sales personnel. There are no firm agreements for
employment of additional marketing personnel, and we can give you no assurance that any of our expansion plans will be successful or that we
will be able to establish additional favorable relationships for the marketing and sales of our products and services. We also cannot be certain
when, if ever, we will be able to hire the appropriate marketing personnel and to establish additional merchandising relationships.

Our officers and directors have limited liability against lawsuits.

ProText Mobility is a Delaware corporation. Delaware law permits the indemnification of officers and directors against expenses incurred in
successfully defending against a claim. Delaware law also authorizes Delaware corporations to indemnify their officers and directors against
expenses and liabilities incurred because of their being or having been an officer or director. Our organizational documents provide for this
indemnification to the fullest extent permitted by law.


                                                                     7
Our company is a party to various litigations.

We have been engaged in various litigations (See ―Legal Proceedings‖ below). A negative outcome in these actions could adversely affect our
business. We could be subject to future litigations that could materially affect our ability to operate our business, which would negatively
impact our results of operations and financial condition.

RISKS RELATED TO OUR SECURITIES

Issuance of preferred stock could hurt holders of common stock.

Our board of directors is authorized by our charter to create and issue preferred stock. The rights of holders of preferred stock take precedence
over the rights of holders of common stock. Between February 2007 and December 31, 2007, we authorized a class of 1,526,718 Series A 7%
of cumulative preferred stock and 28,968 Series A shares remain outstanding as of the date hereof. Our board of directors authorized a class of
Series ―B‖ preferred stock, with 1,000,000 shares designated, and since that date, we have sold 511,551 shares. We may issue additional shares
of Series A or Series B stock in addition to other preferred stock. As future tranches of capital are received by the Company, additional
preferred stock may be issued. The rights of future preferred stockholders could delay, defer or prevent a change of control, even if the holders
of common stock are in favor of that change of control, as well as enjoy preferential treatment on matters like distributions, liquidation
preferences and voting.

Our stock price has been volatile.

Our stock price fluctuated between $0.04 and $0.16 for the nine months ended September 30, 2011, $0.05 and $0.23 for the year ended
December 31, 2010 and between $0.05 and $0.28 for the year ended December 31, 2009. The price of our shares may fluctuate significantly
despite the absence of any apparent reason. In addition, our stock is thinly traded, leading to even greater volatility. You should expect this
volatility to continue. The price of our common stock may be subject to considerable fluctuations as a result of various factors, including but
not limited to:

•   Technological innovations or commercialization of new products by our competitors;
•   The release of research reports by securities analysts;
•   Disputes concerning patents or proprietary rights;
•   Financial results of other firms, particularly those in our industry; and
•   Economic and other external factors.

A limited trading market currently exists for our securities and we cannot assure you that an active market will ever develop, or if
developed, will be sustained.

There is currently a limited trading market for our securities on the OTC-BB. We cannot assure you when and if an active-trading market in our
shares will be established, or whether any such market will be sustained or sufficiently liquid to enable holders of shares of our common stock
to liquidate their investment in our company. If an active public market should develop in the future, the sale of unregistered and restricted
securities by current shareholders may have a substantial impact on any such market.

Accordingly, an investment in our securities should only be considered by those investors who do not require liquidity and can afford to suffer
a total loss of their investment. An investor should consider consulting with professional advisers before making such an investment.

There will be a significant number of shares of common stock eligible for future sale and this may hurt the market price of the shares.

The market price of our shares could decline as a result of sales, or the perception that sales could occur, of a large number of shares available
in the public market. Such sales also might make it more difficult for us to sell equity securities in the future at a time and at a price that we
deem appropriate. At September 30, 2011, we had a total of approximately 169,514,906 shares of common stock outstanding, but there were
also approximately 213,610,751 shares that could be acquired upon the conversion or exercise of outstanding preferred stock, notes, options
and warrants. Upon the conversion or exercise of these securities, holders of our common stock will see their interest as a percentage of the
total number of our common stock diluted.

We have never paid any cash dividends.

We have never paid any cash dividends on our shares of common stock and there are presently no plans being considered that would result in
the payment of cash dividends.
8
 FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

 In addition to the ―penny stock‖ rules described below, FINRA has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending
speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about
the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes
that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements
make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and
sell our stock and have an adverse effect on the market for our shares.

Because our common stock is deemed a low-priced “penny stock,” it will be cumbersome for brokers and dealers to trade in our common
stock, making the market for our common stock less liquid and negatively affect the price of our stock.

We will be subject to certain provisions of the Securities Exchange Act of 1934 (the ―Exchange Act‖), commonly referred to as the ―penny
stock‖ rules as defined in Rule 3a51-1. A penny stock is generally defined to be any equity security that has a market price less than $5.00 per
share, subject to certain exceptions. Since our stock is deemed to be a penny stock, trading is subject to additional sales practice requirements
of broker-dealers. These require a broker-dealer to:

        Deliver to the customer, and obtain a written receipt for, a disclosure document;

        Disclose certain price information about the stock;

        Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

        Send monthly statements to customers with market and price information about the penny stock; and

        In some circumstances, approve the purchaser‘s account under certain standards and deliver written statements to the customer with
         information specified in the rules.

Consequently, penny stock rules may restrict the ability or willingness of broker-dealers to trade and/or maintain a market in our common
stock. Also, prospective investors may not want to get involved with the additional administrative requirements, which may have a material
adverse effect on the trading of our shares.

 Risks Related to Intellectual Property

  We may be involved in lawsuits to protect or enforce our patents, which could be expensive and time consuming.

Competitors or others may infringe our future patents. To counter infringement or unauthorized use, we may be required to file patent
infringement claims, which can be expensive and time-consuming. In addition, in an infringement proceeding, a court may decide that a patent
of ours is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that our patents
do not cover that technology. An adverse determination of any litigation or defense proceedings could put one or more of our patents at risk of
being invalidated or interpreted narrowly and could put our patent applications at risk of not issuing.

Interference proceedings brought by the United States Patent and Trademark Office may be necessary to determine the priority of inventions
with respect to our patent applications. Litigation or interference proceedings may fail and, even if successful, may result in substantial costs
and be a distraction to our management. We may not be able to prevent misappropriation of our proprietary rights, particularly in countries
where the laws may not protect such rights as fully as in the United States.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that
some of our confidential information could be compromised by disclosure. In addition, during the course of this litigation, there could be public
announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive
these results to be negative, it could have a substantial adverse effect on the price of our common stock.

We may not prevail in any litigation or interference proceeding in which we are involved. Even if we do prevail, these proceedings can be
expensive and distract our management.

Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from
commercially exploiting products similar to ours.
 Patent applications in the United States are maintained in secrecy until the patents are published or are issued. Since publication of discoveries
in the scientific or patent literature tends to lag behind actual discoveries by several months, we cannot be certain that we are the first creator of
inventions covered by pending patent applications or the first to file patent applications for these inventions. We also cannot be certain that our
future patent applications will result in issued patents or that any of our issued patents will afford protection against a competitor. In addition,
patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we
cannot be certain that foreign patent applications related to issued U.S. patents will be issued. Furthermore, if these patent applications issue,
some foreign countries provide significantly less effective patent enforcement than in the United States.


                                                                          9
The status of patents involves complex legal and factual questions and the breadth of claims allowed is uncertain. Accordingly, we cannot be
certain that the patent applications that we file will result in patents being issued, or that our patents and any patents that may be issued to us in
the near future will afford protection against competitors with similar technology. In addition, patents issued to us may be infringed upon or
designed around by others and others may obtain patents that we need to license or design around, either of which would increase costs and
may adversely affect our operations.

Our patents and other protective measures may not adequately protect our proprietary intellectual property.

We regard our intellectual property as critical to our success. In addition, we generally enter into confidentiality and invention agreements with
our employees and consultants. Such patents and agreements and various other measures we take to protect our intellectual property from use
by others may not be effective for various reasons, including the following:

    •         our patent applications may not be granted for various reasons, including the existence of conflicting patents or defects in our
              applications;

    •         the patents we are granted may be challenged, invalidated or circumvented because of the pre-existence of similar patented or
              unpatented intellectual property rights or for other reasons;

    •         parties to the confidentiality and invention agreements may have such agreements declared unenforceable or, even if the
              agreements are enforceable, may breach such agreements;

    •         the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may
              make aggressive enforcement prohibitive;

    •         even if we enforce our rights aggressively, injunctions, fines and other penalties may be insufficient to deter violations of our
              intellectual property rights; and

    •         other persons may independently develop proprietary information and techniques that are functionally equivalent or superior to
              our intellectual proprietary information and techniques but do not breach our patented or unpatented proprietary rights.

We may be unable to adequately prevent disclosure of trade secrets and other proprietary information.

We rely on trade secrets to protect our proprietary technologies, especially where we do not believe patent protection is appropriate or
obtainable. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements with our employees, former employees,
contractors, consultants, outside scientific collaborators and other advisors to protect our trade secrets and other proprietary information. These
agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of
unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets or independently develop
processes or products that are similar or identical to our trade secrets, and courts outside the United States may be less willing to protect trade
secrets. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to
obtain or maintain trade secret protection could adversely affect our competitive business position.

 RISKS RELATING TO THE OFFERING

Future issuances of common shares may be adversely affected by the Equity Line.

The market price of our common stock could decline as a result of issuances and sales by us, including pursuant to the Equity Credit
Agreement, or sales by our existing shareholders, of common stock, or the perception that these issuances and sales could occur. Sales by our
shareholders might also make it more difficult for us to issue and sell common stock at a time and price that we deem appropriate. It is likely
that the sale of shares by Eclipse will depress the market price of our common stock.


                                                                         10
Draw downs under the Equity Line may cause dilution to existing shareholders.

 Eclipse has committed to purchase up to $7,500,000 worth of shares of our common stock. From time to time during the term of the Equity
Line, and at our sole discretion, we may present Eclipse with a put notice requiring Eclipse to purchase shares of our common stock. The
purchase price to be paid by Eclipse will be 93% of the market price of our common stock on the date the purchase price is calculated. The
Company will be entitled to put to Eclipse on each put date such number of shares of common stock as equals the lesser of: (i) $250,000; or (ii)
375% of the average of the product of: (a) the closing bid price; and (b) the volume of the principal trading exchange for our common stock for
the 15 trading days preceding the put date; provided that the number of shares to be purchased by Eclipse shall not exceed the number of such
shares that, when added to the number of shares of our common stock then beneficially owned by Eclipse would exceed 4.99% of the number
of shares of our common stock outstanding. As a result, our existing shareholders will experience immediate dilution upon the purchase of
any of the shares by Eclipse. The issue and sale of the shares under the Equity Credit Agreement may also have an adverse effect on the market
price of the common shares. Eclipse may resell some, if not all, of the shares that we issue to it under the Equity Credit Agreement and such
sales could cause the market price of the common stock to decline significantly. To the extent of any such decline, any subsequent puts would
require us to issue and sell a greater number of shares to Eclipse in exchange for each dollar of the put amount. Under these circumstances, the
existing shareholders of our company will experience greater dilution. The effect of this dilution may, in turn, cause the price of our common
stock to decrease further, both because of the downward pressure on the stock price that would be caused by a large number of sales of our
shares into the public market by Eclipse, and because our existing stockholders may disagree with a decision to sell shares to Eclipse at a time
when our stock price is low, and may in response decide to sell additional shares, further decreasing our stock price. If we draw down amounts
under the Equity Line when our share price is decreasing, we will need to issue more shares to raise the same amount of funding.

There is no guarantee that we will satisfy the conditions to the Equity Credit Agreement.

Although the Equity Credit Agreement provides that we can require Eclipse to purchase, at our discretion, up to $7,500,000 worth of shares of
our common stock in the aggregate, there can be no assurances that we will be able to satisfy the closing conditions applicable for each put.
Further, there are limitations on the number of shares in that each draw down amount is limited to the lesser of: (i) $250,000; or (ii) 375% of
the average of the product of: (a) the closing bid price; and (b) the volume of the principal trading exchange for our common stock for the 15
trading days preceding the put date; provided that the number of shares to be purchased by Eclipse shall not exceed the number of such shares
that, when added to the number of shares of our common stock then beneficially owned by Eclipse would exceed 4.99% of the number of
shares of our common stock outstanding. If we fail to satisfy the applicable closing conditions, we will not be able to sell the put shares to
Eclipse.

There is no guarantee that we will be able to fully utilize the Equity Line .

There are limitations on the number of put shares that may be sold in each put. The number of put shares that Eclipse shall be obligated to
purchase in a given put shall not exceed a share volume limitation equal to the lesser of: (i) $250,000; or (ii) 375% of the average of the product
of: (a) the closing bid price; and (b) the volume of the principal trading exchange for our common stock for the 15 trading days preceding the
put date; provided that the number of shares to be purchased by Eclipse shall not exceed the number of such shares that, when added to the
number of shares of our common stock then beneficially owned by Eclipse would exceed 4.99% of the number of shares of our co mmon stock
outstanding. Thus, our ability to access the bulk of the funds available under the Equity Line depends in part on Eclipse‘s resale of stock
purchased from us in prior puts. If with regard to a particular put, the share volume limitation is reached, we will not be able to sell the
proposed put shares to Eclipse. Accordingly, the Equity Line may not be available at any given time to satisfy our funding needs.

Sales of put shares under the Equity Credit Agreement could result in the possibility of short sales.

Eclipse may enter into short sales or other similar hedging arrangements it deems appropriate with respect to put shares after it receives a put
notice under the Equity Credit Agreement so long as such sales or arrangements do not involve more than the number of put shares specified in
the applicable put notice. If the market price of our common stock decreases during the put period it will reduce the amount paid by Eclipse for
the put shares. In a short sale, a prospective seller borrows common shares from a shareholder or broker and sells the borrowed common shares.
The prospective seller hopes that the common share market price will decline, at which time the seller can purchase common shares at a lower
price for delivery back to the lender. The seller profits when the common share market price declines because it is purchasing common shares
at a price lower than the sale price of the borrowed common shares. Such sales could place downward pressure on the market price of the
common stock by increasing the number of common shares being sold, which could further contribute to any decline of the market price of the
common shares.

There is uncertainty as to number of subscription shares and the amount Eclipse will pay for the put shares.

The actual number of shares we will issue in any particular put or in total under the Equity Credit Agreement is uncertain. Subject to certain
limitations in the Equity Credit Agreement, we have the discretion to give a put notice at any time throughout the term. The number of shares
we must issue after giving a put notice will fluctuate based on the market price of the common shares during the put pricing period. Eclipse will
receive more shares if the Market Price of our common stock declines. Since the price per share of each put share will fluctuate based on the
market price of our common stock during the put pricing period, the actual amount Eclipse will pay for the put shares included in any particular
put will decrease if the market price of our common stock declines.


                                                                      11
                                                             USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock by the selling security holder pursuant to this prospectus. All proceeds
from the sale of the shares will be for the account of the selling security holder.

We have agreed to bear the expenses relating to the registration of the shares for the selling security holder. We anticipate receiving proceeds
from any ―puts‖ tendered to Eclipse under the Equity Line. Such proceeds from the Equity Line are intended to be used approximately as
follows: to fund our research and development, marketing and advertising, distribution efforts, technology development, product line
expansion and enhancement and working capital needs.

                                                DETERMINATION OF OFFERING PRICE

The offering price for the shares sold to Eclipse under the put will equal 93% of the market price of our common stock on the date the purchase
price is calculated. To the extent that the disparity between the offering price and market price of the common stock is material, such disparity
was determined by our company to be fair in consideration of Eclipse establishing a line of credit to facilitate our ongoing operations.

Equity Credit Agreement

We entered into the Equity Credit Agreement with Eclipse on August 24, 2011. Pursuant to the Equity Credit Agreement, Eclipse committed
to purchase up to $7,500,000 worth of our common stock, over a period of time terminating on the earlier of: (i) 24 months from the effective
date of a registration statement to be filed in connection therewith; or (ii) the date on which Eclipse has purchase shares of our common stock
pursuant to the Equity Credit Agreement for an aggregate maximum purchase price of $7,500,000; such commitment is subject to certain
conditions, including limitations based on the trading volume of our common stock. The aggregate number of shares issuable by us and
purchasable by Eclipse pursuant to the Equity Credit Agreement is $7,500,000 worth of stock, which was determined by our board of directors.

We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the
Equity Credit Agreement. The purchase price to be paid by Eclipse will be 93% of the market price of our common stock on the date the
purchase price is calculated. The maximum amount that we are entitled to put in any one notice is such number of shares of common stock as
equals the lesser of: (i) $250,000; and (ii) 375% of the average of the product of: (a) the closing bid price; and (b) the volume on the principal
trading exchange for our common stock for the 15 trading days preceding the put date; provided that the number of put shares to be purchased
by Eclipse shall not exceed the number of shares that, when added to the number of shares of our common stock then beneficially owned by
Eclipse would exceed 4.99% of the number of shares of our common stock outstanding. The Equity Credit Agreement provides for payment
by us of liquidated damages if we do not issue shares of our common stock to Eclipse within five days of the closing date of a put.

There are put restrictions applied on days between the put notice date and the closing date with respect to that particular put. During such time,
we are not entitled to deliver another put notice.

There are circumstances under which we will not be entitled to put shares to Eclipse, including the following:

    ●    we will not be entitled to put shares to Eclipse unless there is an effective registration statement under the Securities Act of 1933, as
         amended (the ―Securities Act‖), to cover the resale of the shares by Eclipse;

    ●    we will not be entitled to put shares to Eclipse unless our common stock continues to be quoted on the OTC-BB and has not been
         suspended from trading;

    ●    we will not be entitled to put shares to Eclipse if an injunction shall have been issued and remain in force against us, or action
         commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the
         shares to Eclipse;

    ●    we will not be entitled to put shares to Eclipse if we have not complied with our obligations and are otherwise in breach of or in
         default under, the Equity Credit Agreement, our registration rights agreement with Eclipse (the ―Registration Rights Agreement‖) or
         any other agreement executed in connection therewith with Eclipse; and

    ●    we will not be entitled to put shares to Eclipse to the extent that such shares would cause Eclipse‘s beneficial ownership to exceed
         4.99% of our outstanding shares.


                                                                       12
The Equity Credit Agreement further provides that Eclipse is entitled to customary indemnification from us for any losses or liabilities it
suffers as a result of any material misrepresentation, breach of warranty or nonfulfillment of or a failure to perform any material covenant or
agreement contained in the Equity Credit Agreement.

The Equity Credit Agreement also contains representations and warranties of each of the parties. The assertions embodied in those
representations and warranties were made for purposes of the Equity Credit Agreement and are subject to qualifications and limitations agreed
to by the parties in connection with negotiating the terms of the Equity Credit Agreement. In addition, certain representations and warranties
were made as of a specific date, may be subject to a contractual standard of materiality different from what a stockholder or investor might
view as material, or may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts.

Pursuant to the terms of the Equity Credit Agreement we agreed to pay Eclipse a commitment fee of $100,000, of which: (i) on the execution
date of the Equity Credit Agreement, we issued 1,034,340 shares of common stock, having a value equal to $50,000 based upon a deemed
valuation equal to the average closing bid prices of our common stock on the 5 trading days preceding such execution; and (ii) on the date of
the filing with the Securities and Exchange Commission of this registration statement, we will issue a number of shares of common stock
having a value equal to $50,000 based upon a deemed valuation equal to the average closing bid prices of our stock on the 5 trading days
preceding such filing.

Dilutive Effects

Under the Equity Credit Agreement, the purchase price of the shares to be sold to Eclipse will be at a price equal to 93% of the market price of
our common stock. The table below illustrates an issuance of shares of common stock to Eclipse under the Equity Credit Agreement for a
hypothetical draw down amount of $50,000 at an assumed market price of $0.16.

                                                        Number of
  Draw Down            Price to be Paid by                Shares
   Amount                    Eclipse                   to be Issued
$      50,000 $                          .1488                 336,022

By comparison, if the market price of our common stock was $0.04, the number of shares that we would be required to issue in order to have
the same draw down amount of $50,000 would be greater, as shown by the following table:

  Draw Down    Price to be Paid by               Number of Shares
   Amount            Eclipse                       to be Issued
$     50,000 $                  .0372                      1,344,086

Accordingly, there would be dilution of an additional 1,008,064 shares issued due to the lower stock price of $.04 per share. In effect, if we are
interested in receiving a fixed funding amount, a lower price per share of our common stock means a higher number of shares to be issued to
Eclipse in order to receive that fixed funding amount, which equates to greater dilution of existing stockholders. The effect of this dilution may,
in turn, cause the price of our common stock to decrease further, both because of the downward pressure on the stock price that would be
caused by a large number of sales of our shares into the public market by Eclipse, and because our existing stockholders may disagree with a
decision to sell shares to Eclipse at a time when our stock price is low, and may in response decide to sell additional numbers of shares, further
decreasing our stock price.

The actual number of shares that will be issued to Eclipse under the Equity Line will depend upon the market price of our common stock at the
time of our puts to Eclipse.

Likelihood of Accessing the Full Amount of the Equity Line

Notwithstanding that the Equity Line is in an amount of $7,500,000, the likelihood that we would access the full $7,500,000 is low. This is due
to several factors including the fact that the Equity Line‘s share volume limitations will limit our use of the Equity Line and the market price
may increase and thus fewer shares will need to be issued.

We determined to register in this registration statement a total of 35,000,000 shares, which represent less than one-third of our public float
(after subtracting the holdings of insiders and controlling shareholders).


                                                                         13
                                                                    BUSINESS

 Company Overview

ProText Mobility Inc. (formerly known as EchoMetrix Inc. and SearchHelp, Inc.) was incorporated in the State of Delaware on September 5,
2001 and completed its initial public offering on July 23, 2003. During the fiscal year ended December 31, 2008, the Company acquired 100%
of the stock of EchoMetrix, Inc, a wholly owned subsidiary, and in May of 2009 the Company filed a Certificate of Ownership and Merger
with the Secretary of State of Delaware pursuant to which EchoMetrix, Inc. was merged into the Company, and the Company's corporate name
was changed from SearchHelp, Inc. to EchoMetrix, Inc. In December of 2010, the Company formed a new subsidiary, ProText Mobility, Inc.,
and filed a Certificate of Ownership and Merger with the Secretary of State of Delaware pursuant to which ProText Mobility, Inc. was merged
into the Company, and the Company‘s name changed from Echo Metrix, Inc. to ProText Mobility, Inc.

Business Summary

Protext Mobility develops, markets and sells software products and solutions for the internet and mobile communications markets aimed at
protecting children from danger on the internet and in mobile communication. The Company has expanded from developing software solely
for personal computers (―PCs‖) to developing software for products designed for the mobile industry. We currently have three products, one for
PCs and two for the mobile communications devices. Although we continue to derive a substantial portion of our revenue from our PC-based
first technology, namely FamilySafe Parental Controls, we anticipate deriving a substantial portion of our future revenue from products
designed for the mobile industry. Our lead mobile product, SafeText, is a service for mobile devices that provides parents a solution to help
manage their children‘s mobile communication activities.

Business Strategy and Products

The mobile phone handset market returned from the economic downturn and grew strongly in 2010. A particularly strong sector of the handset
market in 2010, were ―smartphones.‖ According to the TomiAhonen Almanac 2011, an industry summary eBook which includes updated data
on the mobile telecom industry, mobile phone sales increased from 1.24 billion in 2009 to 1.38 billion in 2010, an 11% increase. Smartphones
alone sold close to 300 million units in 2010. A press release issued in February 2011 by Gartner, Inc., an information technology research and
advisory company, stated that worldwide smartphone sales will reach 468 million units in 2011, a 57.7% increase from 2010. Specific to
mobile messaging, the TomiAhonen Almanac 2011 reports that the industry generated $172 billion in 2010, with text messages representing
$153 billion and the other messaging types, instant messaging (IM) and email, adding the remaining $19 billion. Furthermore, mobile
telecommunication service revenues grew from $865 billion in 2009 to $928 billion in 2010, a 7% growth rate, and consumer applications
specifically grew from $1 billion in 2009 to $3 billion in 2010, a 300% increase. According to Gartner, Inc., worldwide PC unit growth is on
pace to total 364 million units in 2011, a 3.8% increase from 2010. PC shipments are forecast to see better growth by the end of 2012, when
units are expected to reach 404 million units, a 10.9% increase from 2011. However, according to Gartner, Inc., these numbers have been
reduced from previous projections due to sharply downgraded forecasts for Western Europe and the United States and the increased usage of
media tablets over more traditional PCs. We must constantly evolve our products in order to keep up with the changes in the economy and the
online and mobile markets.

Our Products

In July 2011, Hart Research Associates, a survey research firm, conducted a research project on behalf of the Family Online Safety Institute in
order to better understand parents‘ knowledge and attitudes toward online safety, and their self-reported use of parental control technologies or
other tools for monitoring children‘s online activity across various platforms. Out of the 702 parents surveyed, more than half reported using
parental control technologies to monitor their child‘s online activities, which include the internet and mobile devices. We currently have three
products aimed at protecting children from dangerous situations that arise on the internet and mobile communication devices. Our SafeText
and DriveAlert parental management products are for use with mobile communications devices, and our Family Safe Parental Controls product
is for use on the internet.

SafeText

Our lead offering – AmberWatch® SafeText (―SafeText‖), is a subscription service for parents, which is marketed direct-to-consumer through
our exclusive branding with the AmberWatch Foundation. While our primary channel of distribution is through our mobile carrier partners, our
direct-to-consumer service makes our solutions instantly available to parents so they are able to protect their children immediately.

The application empowers parents to keep their children safe by providing effective and comprehensive safeguards against text and
social-based communications, such as ―cyber-bullying‖ and ―sexting.‖ SafeText provides parents with a robust toolset which allows them to
reliably monitor their children‘s mobile phone activities including texts, photos, location, speed, mobile web history, call logs, and apps. It is a
premium service that consists of a thin mobile application that is downloaded to the child‘s smartphone, and a hosted webpage serving as the
parent‘s ―control center.‖ Once installed in the mobile device, the application instantly sends information from the child‘s device to the
SafeText hosted service for analysis to allow parents to monitor the mobile device and receive alerts of potentially dangerous activity.

SafeText has a proprietary database including an extensive library of words, phrases and slang that allows for a complete auto-analysis of text
conversations Parents can see full text message history and message content within the guidelines of current privacy laws.

SafeText is offered in two configurations: a network-based and a device-based solution.


                                                                      14
Core features of SafeText are proprietary and patent-pending technology that we consider to be competitively advantageous.

Network-based

We believe the SafeText network-based parental management solution is the first carrier-grade, safe-texting solution for the mobile
marketplace. Protext Mobility has formed an alliance with Acision, a world leader in mobile data, to deploy the SafeText parental management
solution through integration with Acision‘s Message Plus platform. Message Plus provides a set of enhancements across multiple mobile
messaging technologies such as Short Message Service (―SMS‖), MultiMedia Messaging Service (―MMS‖), email and Session Integration
Protocol (―SIP‖), allowing mobile operators to offer services to their subscribers that have the same look and feel regardless of the
communication channel of choice.

Device-based

The SafeText device-based parental management solution is designed to operate on multiple mobile platforms. The current configuration is
fully compatible with the ANDROID operating system; other mobile offerings are currently in development.

Drive Alert

In August 2011 we launched the DriveAlert mobile application (―DriveAlert‖) to combat the serious issue of distracted driving. DriveAlert
automatically detects when a smartphone user is driving and sets the phone into ‗DriveAlert‘ mode. Once the service is activated, it blocks
access to text messages, e-mails, phone calls and applications while the car is in motion and sends an auto-reply to incoming text messages,
helping drivers keep their attention on the road. DriveAlert not only blocks text message, e-mail and phone call activities, but also all
applications a driver may be distracted by, such as Twitter, Facebook, Instant Messaging and web browsing while the phone is in motion. The
solution features an override button allowing access to all phone functions in an emergency situation or if the user is a passenger. Parents can
choose to be notified by text and/or email when an override occurs. DriveAlert is targeted for parents seeking to ensure family members are
driving safely and responsibly by restricting phone use while they are behind the wheel. DriveAlert is fully compatible with the ANDROID
operating system.

FamilySafe Parental Controls

Through our FamilySafe Parental Controls product (―FamilySafe‖) we offer software products designed to provide a comprehensive and an
effective solution in protecting children using PCs from dangers on the Internet. Our products have been specially engineered to monitor, block
and alert parents the moment a child encounters inappropriate material from any Internet related source. FamilySafe allows parents to have
complete control over their children‘s instant messages by enabling them to control the messages they use and monitor all incoming and
outgoing messages from a PC. It also instantly blocks inappropriate websites on installation and complete browser applications on the PC. In
the event a child violates an online policy setting, parents receive instant alerts on their cell phones or emails. FamilySafe also allows parents
to control the time users can log onto the computer either by number of hours or by access times. If a child tries to log in or reaches his or her
time limit on the computer, he or she will be immediately logged off of the computer.

Marketing

SafeText and DriveAlert

Our marketing strategy for the SafeText and Drive Alert products is to provide products primarily directly to consumer. We are also leveraging
mobile carrier platforms for solution sponsorship. Our products are offered directly to consumers on the ANDROID marketplace, through our
association with the AmberWatch Foundation at www.amberwatchsafetext.com , at the Amazon App Store, GetJar and Blackberry App
World. SafeText is also offered to consumers by distribution through the AT&T App Center.

FamilySafe Parental Control

FamilySafe parental control programs are available online through a number of web sites and landing pages. These web sites primarily point
back to our FamilySafe division‘s main site, www.sentryparentalcontrols.com .

Competition

Our competition for the SafeText and DriveAlert products are other developers of applications available in the marketplaces within a subscriber
carrier including NetNanny, a provider of internet filter software, and SMobile Systems Inc, which provides parental controls for smartphones.
The FamilySafe division competes for business with other companies that have child-monitoring software, including the following companies:
NetNanny (ContentWatch, Inc.), Cybersitter (Solid Oak Software, Inc. (US)), CyberPatrol (SurfControl), McAfee Parental Controls (Networks
Associates Technology, Inc.), Norton Parental Controls (Symantec Corporation), FilterPak (S4F, Inc.), Cyber Sentinel (Security Software
Systems, Inc.) and Cyber Snoop (Pearl Software, Inc.).


                                                                  15
We respond to the challenges of technological change, evolving standards and our competitors' innovations by continuing to enhance our
products and services, as well as our work bolster our sales and marketing channels. We have made regular updates to our platforms and
products. Since February 2011, when SafeText was first launched for Android, we launched the Blackberry-based SafeText application in
April 2011 and the mobile parent control center in May 2011. Also in April 2011, we introduced a new payment option via carrier billing that
allows customers to subscribe to SafeText by entering their mobile phone number and charging the payment directly to their mobile phone
bill. In June 2011, we launched an upgraded SafeText, whose new features include speed detection, mobile web browsing, voice call log and
image archiving. In August 2011 we launched DriveAlert, a ―safe driving‖ solution in response to increased incidences of distracted driving.

Economic Dependency

Since 2009 we have sold our products primarily on-line. There was no single customer that accounted for more than 10% of the sales for the
fiscal year ended December 31, 2010 or the nine months ended September 30, 2011.

Intellectual Property

We have filed patent protection for our SafeText solution and seek to file additional protection measures. To date, we have filed provisional
patents for our Smart Message Analyzer and various other proprietary processes and concepts and look to file additional protection measures,
such as trademark, trade name and copyright protection. We also rely on trade secret laws and confidentiality provisions in our agreements to
prevent the unauthorized disclosure and use of our intellectual property.

Employees

As of October 1, 2011, the Company has five full time employees.

Property

Our principal executive offices are located at 6800 Jericho Turnpike, Suite 208E, Syosset, New York 11791. Our lease for such premises
expired in July 2011; however we continue to rent such space on a month to month basis for a monthly rent of $4,981.85.

Legal Proceedings

Almut Von Biedermann

On May 10, 2010, we were served with an action from Ms. Von Biederman for breach of contract seeking damages in excess of $75,000. We
believe the action to be frivolous and intend to vigorously defend our position. We have accrued $20,000 of prior consulting fees due to Ms.
Von Biedermann.

                        MARKET PRICE OF COMMON STOCK AND OTHER STOCKHOLDER MATTERS

Our common stock is currently quoted on the OTC-BB, which is sponsored by FINRA. The OTC-BB is a network of security dealers who buy
and sell stock. The dealers are connected by a computer network that provides information on current ―bids‖ and ―asks,‖ as well as volume
information. Our shares are quoted on the OTC-BB under the symbol ―TXTM.‖

The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by
the OTC-BB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent
actual transactions.

                                         Quarter Ended                 High $                Low $
                                        September 30, 2011         $            0.16   $             0.04
                                        June 30, 2011              $            0.13   $             0.06
                                        March 31, 2011             $            0.16   $             0.10

                                                  Fiscal Year Ending December 31, 2010
                                          Quarter Ended                High $                Low $
                                        December 31, 2010         $            .16 $                  .05
                                        September 30, 2010        $            .16 $                  .06
                                        June 30, 2010             $            .23 $                  .06
                                        March 31, 2010            $            .15 $                  .05
16
                                                   Fiscal Year Ending December 31, 2009
                                          Quarter Ended               High $                     Low $
                                        December 31, 2009                    .19                          .03
                                        September 30, 2009                   .29                          .08
                                        June 30, 2009                        .14                          .06
                                        March 31, 2009                       .14                          .03

The high and low bid prices for shares of our common stock on October 20, 2011 was $.034 and $.031 per share, respectively, based upon bids
that represent prices quoted by broker-dealers on the OTC-BB.

Penny Stock

Our stock is considered to be a penny stock. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in
penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a
penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of
risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to
the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the
securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the
significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e)
defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is
in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the
penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account
statement showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written
acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and
dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have
difficulty selling our securities.

Holders

As of October 20, 2011, the Company had approximately 1,500 holders, of which 190 are record holders of the Company's common stock.

Dividends

Since its organization, the Company has not paid any cash dividends on its common stock, nor does it plan to do so in the foreseeable future.

                     SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information regarding the status of our existing equity compensation plans at December 31, 2010.

                                            Number of securities to                                                Number of securities
                                                       be                        Weighted-average                        remaining
                                            issued upon exercise of                   exercise                      available for future
                                              outstanding options,              price of outstanding                      issuance
                                                    warrants                          options,                   under equity compensation
                                                   and rights                   warrants and rights                         plans

Equity compensation
plans approved by security holders                              230,000     $                          0.33                           26,186,668
Equity compensation plans not
approved by security holders    32,243,422    $   0.11           0

Total                           32,473,422    $   0.11   26,186,668



                                         17
The number of securities remaining available for future issuance under equity compensation plans approved by security holders totaled
26,186,668 shares at December 31, 2010.

       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the
notes to those statements included elsewhere in this prospectus. This discussion includes forward-looking statements that involve risks and
uncertainties. As a result of many factors, such as those set forth under ―Risk Factors‖ and elsewhere in this prospectus, our actual results may
differ materially from those anticipated in these forward-looking statements.

Certain statements contained herein, including statements regarding the anticipated development and expansion of our business, our intent,
belief or current expectations, primarily with respect to our future operating performance and other statements contained herein regarding
matters that are not historical facts, are ―forward-looking‖ statements. Future filings with the Securities and Exchange Commission, future
press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain
forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed
or implied by such forward-looking statements.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to
reflect events that occur or circumstances that exist after the date on which they are made.

This Management‘s Discussion and Analysis of Financial Condition and Results of Operations (―MD&A‖) section discusses our results of
operations, liquidity and financial condition, and certain factors that may affect our future results. You should read this MD&A in conjunction
with our audited financial statements and accompanying notes included herein. This plan of operation contains forward-looking statements that
involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including, but not limited to, those presented under ―Risk Factors‖ or elsewhere in this Report.

Comparison of the Results for the Six Months Ended June 30, 2011 and June 30, 2010

Revenue for the six months ended June 30, 2011 and 2010 was approximately $12,700 and $16,400, respectively, a slight decrease of
approximately $3,700. Gross loss decreased to approximately $31,000 from $51,000 due to the decreased amortization of software costs in the
current period ended June 30, 2011 compared to the same period in the prior year.

Selling costs decreased to approximately $15,000 from approximately $27,000 for the six months ended June 30, 2011 and 2010, respectively,
as a result of a decrease in travel expenses.

Website costs decreased slightly by approximately $11,000 for the six months ended June 30, 2011 compared to the same period in the prior
year.

General and administrative expenses decreased to approximately $1,243,000 from approximately $1,941,000 for the six months ended June 30,
2011and 2010, respectively. The decrease of approximately $698,000 and 36% consists of the following changes:

             Compensation costs (which includes stock compensation, salaries, taxes and benefits) decreased approximately $371,000 for the
              current period ended June 30, 2011 compared to the prior comparable period due to a decrease in salaries, employee benefits and
              related taxes.

             Professional fees (which includes accounting/auditing, consulting and legal fees) decreased approximately $316,000 for the six
              months ended June 30, 2011 compared to the same period in 2010. This is primarily a result of a significant decrease in
              consulting expense of approximately $223,000 and a decrease of approximately $93,000 in legal and other professional services.

Interest expense for the six months ended June 30, 2011 and 2010 was approximately $50,000 and $120,000 respectively, a decrease of
approximately $70,000. The decrease in interest expense is due to the fact that the outstanding balance of convertible notes was lower as of
June 30, 2011 compared to the same period in the prior year.

Gain on extinguishments of liabilities totaled approximately $24,000 for the six months ended June 30, 2011 and was due to settlements of
outstanding liabilities and a due to shareholder balance. The Company issued 2,295,754 shares of common stock, and recorded a net gain
which is included in the accompanying consolidated statement of operations.
18
Amortization expense from deferred note discounts for the six months ended June 30, 2011 and 2010 was approximately $535,000 and
$188,000, respectively. Although the principal amount of notes payable is lower in the current period, the Company recorded the amortization
from notes when the debtors extended the notes in the second quarter of the fiscal year ended December 31, 2010.

Results of Operations for the three months ended June 30, 2011 and 2010

 Revenue for the three months ended June 30, 2011 and 2010 was approximately $7,000 and $8,800, respectively, a slight decrease of
approximately $1,800. Gross loss decreased to approximately $15,900 from $26,200 due to the decreased amortization of software costs in the
current period ended June 30, 2011 compared to the same period in the prior year.

Selling costs increased to approximately $9,000 from approximately $2,000 for the three months ended June 30, 2011 and 2010, respectively,
as a result of an increase in travel and advertising expenses.

Website costs decreased slightly by approximately $8,000 for the three months ended June 30, 2011 compared to the same period in the prior
year.

General and administrative expenses decreased to approximately $491,000 from approximately $1,088,000 for the three months ended June 30,
2011and 2010, respectively. The decrease of approximately $597,000 and 55% consists of the following changes:

            Compensation costs (which includes stock compensation, salaries, taxes and benefits) decreased approximately $508,000 for the
             current period ended June 30, 2011 compared to the prior comparable period due to a decrease in salaries, employee benefits and
             related taxes.

            Professional fees (which includes accounting/auditing, consulting and legal fees) decreased approximately $83,000 for the three
             months ended June 30, 2011 compared to the same period in 2010. This is primarily a result of a significant decrease in
             consulting expense of approximately $59,000 and a decrease of approximately $24,000 in legal and other professional services.

Interest expense for the three months ended June 30, 2011 and 2010 was approximately $19,000 and $57,000, respectively, a decrease of
approximately $38,000. The decrease in interest expense is due to the fact that the outstanding balance of convertible notes was lower as of
June 30, 2011 compared to the prior comparable period.

Loss on extinguishments of liabilities totaled approximately $11,000 for the three months ended June 30, 2011 and was due to settlements of
outstanding liabilities. The Company issued 655,754 shares of common stock, and recorded a net gain which is included in the accompanying
consolidated statement of operations.

Amortization expense from deferred note discounts for the three months ended June 30, 2011 and 2010 was approximately $0 and $73,000,
respectively. This is primarily due to most notes being fully amortized during the first quarter of the current fiscal year.

Results of Operations for the Years Ended December 31, 2010 and 2009

Revenue for the years ended December 31, 2010 and 2009 was approximately $31,000. The static sales reflect steady online sales of the
parental controls product.

Cost of sales for the years ended December 31, 2010 and 2009 was approximately $262,000 and $83,000, respectively for direct costs of
software sales and software amortization. This resulted in negative gross margins of approximately $231,000 and $52,000 for the fiscal years
2010 and 2009, respectively. The increase in cost of sales relates to the increase in software amortization costs of approximately $46,000, as
well as a $130,000 write off of capitalized software relating to software products no longer in use.

Selling costs increased to approximately $200,000 from approximately $57,000 for the fiscal years ended December 31, 2010 and 2009,
respectively. This is primarily attributable to the current year advertising expense of $110,000 to produce a campaign for TV to sell the
AmberWatch SafeText product.

Website costs increased by approximately $14,000 for the year ended December 31, 2010 from the prior year primarily as a result of the
Company‘s additional resources needed to host our servers and related websites.

General and administrative expenses increased to approximately $3,900,000 from approximately $3,700,000 for the years ended December 31,
2010 and 2009, respectively. The increase of approximately $200,000 consists of the following changes:
   Compensation costs (which includes stock compensation, salaries, taxes and benefits) decreased approximately $229,000 for the
    fiscal year ended December 31, 2010 compared to the prior year ended December 31, 2009. The prior year included $180,000
    payment as a bonus to a consultant under his contract.


                                                          19
             Professional fees (which includes accounting/auditing, consulting and legal fees) increased approximately$414,000 for the fiscal
              year ended December 31, 2010. This is primarily a result of increase legal fees of approximately $407,000, increase in
              consulting of approximately $93,000, increase in accounting of approximately $13,000 and a one time customer service expense
              of approximately $18,000. The increases are offset by a decrease in computer maintenance and public relations totaling
              approximating $117,000. Legal fees included costs to litigate and defend matters described in the legal section, as well as a
              $100,000 settlement fee, and approximately $112,000 in stock compensation settlements.

Interest expense for the years ended December 31, 2010 and 2009 was approximately $227,000 and $397,000 respectively, a decrease of
approximately $170,000. The decrease in interest expense is due to the fact that the outstanding balance of convertible notes was lower for the
fiscal year ended December 31, 2010 compared to the fiscal year ended December 31, 2009.

Gain on extinguishments of liabilities totaled approximately $492,000 for the year ended December 31, 2009 and was due to settlements of
outstanding notes and liabilities. Specifically, the Company paid $150,000 to settle the principal balance of a $300,000 10% note payable,
recording a $150,000 gain. The Company also settled with the former Chief Operating Officer and recorded a gain approximating $220,000 for
the year ended December 31, 2009. In addition, the Company settled with three vendors and recorded gains totaling approximately $122,000.
The current year gain of approximately $3,500 is due to stock issued amounting to approximately $14,000 in value for a debt of approximately
$17,000.

Debt conversion expense approximating $273,000 for the fiscal year ended December 31, 2010 was recorded as a result of debt and interest
that was exchanged for non-defaulted notes and for conversion of principal and accrued interest into shares of common stock of the Company.

Amortization expense from deferred note discounts for the years ended December 31, 2010 and 2009 was approximately $684,000 and
$650,000, respectively. Although the principal amount of notes payable is lower in the current fiscal year, the Company recorded additional
debt discounts and related amortization expense when the debtors extended the notes in the second quarter of the fiscal year ended December
31, 2010.

Liquidity and Capital Resources

The financial statements have been prepared on a going concern basis which assumes our company will be able to realize its assets and
discharge its liabilities in the normal course of business for the foreseeable future. We have a working capital deficit, and have incurred losses
since inception, and further losses are anticipated in the development of our business raising substantial doubt about our company‘s ability to
continue as a going concern. The ability to continue as a going concern is dependent upon our company generating profitable operations in the
future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when
they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from
directors and/or private placement of securities and/or the Equity Line.

The Company's liquidity and capital needs relate primarily to working capital and other general corporate requirements. To date, the Company
has funded its operations with stockholder loans and by issuing notes and by the sale of common and preferred stock. Since inception, the
Company has not generated any significant cash flows from operations. At June 30, 2011 our cash on hand totaled approximately $2,397 and
we had a working capital deficiency of approximately $1,504,196. At December 31, 2010, the Company had cash and cash equivalents of
approximately $60,000 and a working capital deficiency of approximately $1,916,000. If the Company does not generate sufficient revenues
from the sales of its products in an amount necessary to meet its cash needs, the Company would need additional financing to continue to
operate. As the Company increases sales from its products and services, the Company expects to increase cash flows from operations although
these cash flows may not be enough to support the Company‘s operations.

We entered into the Equity Credit Agreement with Eclipse on August 24, 2011. Pursuant to the Equity Credit Agreement, Eclipse committed
to purchase up to $7,500,000 of our common stock, over a period of time terminating on the earlier of: (i) 24 months from the effective date
of the registration statement of which this prospectus forms a part; or (ii) the date on which Eclipse has purchased shares of our common stock
pursuant to the Equity Credit Agreement for an aggregate maximum purchase price of $7,500,000; such commitment is subject to certain
conditions, including limitations based upon the trading volume of our common stock. The purchase price to be paid by Eclipse will be 93% of
the market price of our common stock on the date the purchase price is calculated.

We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the
Equity Credit Agreement. The maximum amount that we are entitled to put in any one notice is such number of shares of common stock as
equals the lesser of: (i) Two Hundred Fifty Thousand Dollars ($250,000); and (ii) three hundred seventy-five percent (375%) of the average of
the product of the: (a) closing bid price; and (b) the volume on the principal trading exchange for our common stock for the 15 trading days
preceding the put date; provided that the number of put shares to be purchased by Eclipse shall not exceed the number of such shares that, when
aggregated with all other shares and securities of the Company then owned by Eclipse beneficially or deemed beneficially owned by Eclipse,
would result in Eclipse owning more than 4.99% of all of the Company‘s common stock as would be outstanding on such closing date. The
Equity Credit Agreement provides for the payment by us of liquidated damages if we do not issue shares of our common stock to Eclipse
within five days of the closing date of a put.


                                                                 20
There are put restrictions applied on days between the put notice date and the closing date with respect to that particular put. During such time,
we are not entitled to deliver another put notice.

There are circumstances under which we will not be entitled to put shares to Eclipse, including the following:

    ●    we will not be entitled to put shares to Eclipse unless there is an effective registration statement under the Securities Act to cover the
         resale of the shares by Eclipse;

    ●    we will not be entitled to put shares to Eclipse unless our common stock continues to be quoted on the OTC-BB and has not been
         suspended from trading;

    ●    we will not be entitled to put shares to Eclipse if an injunction shall have been issued and remain in force against us, or action
         commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the
         shares to Eclipse;

    ●    we will not be entitled to put shares to Eclipse if we have not complied with our obligations and are otherwise in breach of or in
         default under, the Equity Credit Agreement, the Registration Rights Agreement or any other agreement executed in connection
         therewith with Eclipse; and

    ●    we will not be entitled to put shares to Eclipse to the extent that such shares would cause Eclipse‘s beneficial ownership to exceed
         4.99% of our outstanding shares.

Pursuant to the terms of the Equity Credit Agreement we agreed to pay to Eclipse a commitment fee of One Hundred Thousand Dollars
($100,000), half of which was paid on the execution date of the Equity Credit Agreement through the issuance of 1,034,340 shares of our
common stock, having a value equal to Fifty Thousand Dollars ($50,000) based upon a deemed valuation equal to the average closing bid
prices of our stock on the five trading days preceding such execution, and the balance is due on the date of the filing with the Securities and
Exchange Commission of this registration statement and such balance is expected to be paid in shares of stock having a value based upon a
deemed valuation equal to the average closing bid prices of our stock on the five trading days preceding such filing. Despite our recent
financings, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our
business goals. The success of our business plan is contingent upon us obtaining additional financing. We intend to fund operations through
debt and/or equity financing arrangements such as the Equity Line; however there can be no assurance that we will meet the conditions
necessary to be able to use the Equity Line. Other than the Equity Line, we do not have any formal commitments or arrangements for the sales
of stock or the advancement or loan of funds at this time. There can be no assurance that any additional financing will be available to us on
acceptable terms, or at all.

Net cash used in operating activities for the six months ended June 30, 2011 and 2010 was approximately $428,000 and $1,104,000,
respectively. The net cash used in operating activities for the six months ended June 30, 2011 relates to the net loss of approximately
$1,956,000 offset by adjustments totaling approximately $1,528,000, which primarily relates to approximately $550,000 of non cash stock
compensation expense, and $595,000 of depreciation and amortization. The prior comparative period‘s net cash used in operating was due to a
net loss of approximately $2,621,000 offset by adjustments totaling approximately $1,516,000, which primarily relates to $865,000 of non cash
stock compensation expense, debt modification expense of $160,000 and depreciation and amortization of $293,000.

Net cash used in investing activities for the six months ended June 30, 2011 and 2010 was approximately $128,000 and $89,000,
respectively, and is attributable to the additions of capitalizable software costs.

Net cash provided by financing activities was approximately $498,000 and $1,205,000 for the six months ended June 30, 2011 and 2010,
respectively. The decrease was a result of the proceeds from the sale of the Company‘s Preferred B Stock totaling $1,300,000 in the prior
period compared to net proceeds totaling approximately $508,000 from sales of restricted common stock and bridge note holders in the current
period.

Net cash used in operating activities for the year ended December 31, 2010 was approximately $2,390,000 compared to approximately
$2,165,000 for the prior comparable year ended December 31, 2009. This increase in operating expenditures of approximately $225,000 relates
to approximately $124,000 change in assets and liabilities (primarily payments for accounts payable and due to stockholder). In addition, the
variance in the gain on extinguishment of liabilities compared to the debt conversion expense and write off of software approximated a $90,000
change.

Net cash used in investing activities for the years ended December 31, 2010 and 2009 was approximately $183,000 and $292,000,
respectively. The prior fiscal year additions to software costs of $247,000 were higher as the Company was working on multiple products. The
current year software additions totaling approximately $168,000 related to the SafeText product. The new website was launched at the end of
the fiscal quarter ended March 31, 2010, therefore the capitalization of $15,000 was lower than the prior year additions of approximately
$45,000.


                                                                   21
Net cash provided from financing activities was approximately $2,596,000 and $2,470,000 for the years ended December 31, 2010 and 2009,
respectively, a slight increase of approximately $126,000. Although proceeds from noteholders and the sale of the Company‘s Series B
Preferred shares in the fiscal year ended December 31, 2009 totaling approximately $3,160,000, was higher than proceeds in the fiscal year
ended December 31, 2010 by approximately $300,000, the Company‘s payments to note holders and debtors was lower by approximately
$423,000.

Outstanding Indebtedness

Set forth below is a chart of our outstanding debt obligations as   of September 30 , 2011 :

                             Date of
        Amount           Investment          Maturity Date     Features
         25,000            5/27/2010             2/27/2011     Interest -10% per annum
                                                               Convertible at $.14 per share
                                                               Mandatory principal repayment of 50% of net funds when
                                                               company receives cash from option or warrant exercises and 50%
                                                               of net positive cash flow when company has positive cash flow in
                                                               any one quarter in excess of $1,000,000
                                                               Senior in payment of dividends and distributions to all debt and
                                                               Series B Preferred Stock

          50,000            5/27/2010             2/27/2011    Interest -10% per annum
                                                               Convertible at $.14 per share

         445,125           12/29/2010             10/1/2011    Interest -12.5% per annum
                                                               Convertible at $.07 per share

         100,000            3/15/2011             6/15/2011    Interest -10% per annum
                                                               Convertible at $.14 per share
                                                               Secured by company assets and intellectual property

          40,000           5/31//2011              3/5/2012    Interest-8% per annum
                                                               Convertible at a 40% discount rate 180 days after issuance

          12,500             7/1/2011             8/31/2011    Interest -10% per annum
                                                               Convertible at $.07 per share
                                                               Secured by company assets and intellectual property

          25,000             7/8/2011              8/8/2011    Interest -10% per annum
                                                               Convertible at $.07 per share
                                                               Secured by company assets and intellectual property

          12,500             7/8/2011              8/8/2011    Interest -10% per annum
                                                               Convertible at $.07 per share
                                                               Secured by company assets and intellectual property

          42,500            7/25/2011             4/27/2012    Interest-8% per annum
                                                               Convertible at a 40% discount rate 180 days after issuance

          25,000             8/5/2011              2/5/2012    Interest -0% per annum
                                                               Convertible at 70% of the 5 day VWAP with a maximum
                                                               conversion of $.12

           5,000             9/1/2011              3/1/2012    Interest -0% per annum
                                                               Convertible at 70% of the 5 day VWAP with a maximum
                                                               conversion of $.12

          15,000             9/6/2011              3/6/2012    Interest -0% per annum
                                                               Convertible at 70% of the 5 day VWAP with a maximum
                                                               conversion of $.12
      25,000        9/13/2011       12/13/2011    Interest -10% per annum
                                                  Convertible at $.07 per share
                                                  Secured by company assets and intellectual property

       6,000          9/23/11          3/23/12    Interest -0% per annum
                                                  Convertible at 70% of the 5 day VWAP with a maximum
                                                  conversion of $.12

      35,000        9/22/2011        6/26/2012    Interest-8% per annum
                                                  Convertible at a 40% discount rate 180 days after issuance

     114,034    9/1/05 through   9/2/07 through   Interest -12% per annum
                       9/25/06          9/25/08   Convertible at $.40 per share

Total: 977,65
            9


                                                          22
The Company has outstanding 12% convertible notes payable of approximately $114,034 as of September 30, 2011 which are in default for
non-payment by maturity date. In addition, the Company has approximately $863,625 of short term bridge notes outstanding as of September
30, 2011 of which approximately an aggregate principal amount of $225,000 is in default due to non payment by maturity date. Two notes in
the aggregate principal amount of $470,125 are due in November 2011, four notes in the aggregate principal amount of $51,000 are due in
December 2011 and three notes in the aggregate principal amount of $117,500 are due in 2012.

On each of May 31, 2011, July 25, 2011 and September 22 2011 we issued convertible promissory notes in the principal amount of $40,000,
$42,500, and $35,000, respectively. Each note bears interest at the rate of 8% per annum and the notes mature on March 5, 2012, April 27,
2012 and June 26, 2012, respectively. Each note is convertible into shares of our common stock beginning 180 days from the date of the note
at a conversion price of 60% of the average of the lowest three trading prices of our common stock during the 10 trading days on the OTC-BB
proceeding the conversion date. The number of shares issuable upon conversion shall be proportionally adjusted to reflect any stock dividend,
split or similar event. We are only entitled to prepay the notes from the date of the notes until 90 days thereafter at 150% of the outstanding
principal balance, accrued and unpaid interest, default interest, and other amounts required under the notes, so long as the holder of the notes
has not elected to convert the notes into our common stock. We are only entitled to prepay the notes 91 days from the date of the notes up to
180 days from the date of the notes at 175% of the outstanding principal balance, accrued and unpaid interest, default interest, and other
amounts required under the notes. We have no right to prepay the notes after 180 days from the date of the notes. Unless waived in writing by
the holder of the notes, we are prohibited from effecting the conversion of the notes to the extent that as a result of such conversion the holder
thereof would beneficially own more than 4.99% in the aggregate of our issued and outstanding common stock immediately after giving effect
to the issuance of common stock upon conversion. While the notes are outstanding, the holder is entitled to a reduction in the conversion price
if we issue any securities for a per share price less than the conversion price in effect available to the holder. Under the Securities Purchase
Agreement in connection with the issuance of the notes, the holder is entitled to a right of first refusal on any subsequent equity offerings (or
debt offerings with an equity component) that we may engage in for a period of one year. For so long as we have any obligation under the
notes, we agreed to certain restrictions on our ability to declare dividends, repurchase our capital stock, borrow money, sell our assets, or
advance loans to others. The notes contain events of default which, if triggered, will result in the requirement to pay a default amount as
specified in the notes. The default amount depends on the particular event of default. In some cases, the amount we would owe the holder
could be two times the sum of the outstanding principal balance of the notes, accrued and unpaid interest, default interest (at 22% per annum),
and other amounts required under the notes. In other cases, the amount we would owe the holder would be 150% of the sum of the outstanding
principal balance of the notes, accrued and unpaid interest, default interest, and other amounts required under the note. Other cases elicit other
default amounts as provided under the notes. The notes also provide for an option for the holder to take the default amount in shares of our
common stock under a formula provided in the notes in lieu of a cash payout.

While we have raised capital from equity and debt transactions totaling approximately $721,000 for the nine months ended September 30, 2011
and approximately $3,300,000 for the year ended December 31, 2010, we are dependent on improved operating results and raising additional
funds over the next twelve month period. There are no assurances that we will be able to raise additional funding through use of the Equity
Line or from other sources. If we do not meet the conditions of the Equity Line, we may be unable to raise funds through that financing
source. In the event that we are unable to generate sufficient cash flow or receive proceeds from offerings of debt or equity securities, we may
be forced to curtail or cease our activities.

Research and Development

Research and development costs are generally expensed as incurred. In accordance with the provisions of FASB Codification Topic ACS
985-20, "Costs of Software to be Sold, Leased, or Marketed,‖ software development costs are subject to capitalization beginning when a
product's technological feasibility has been established and ending when a product is available for release to customers. For the years ended
December 31, 2010, and 2009, the Company capitalized approximately $183,000 and $292,000 of software and website development costs,
respectively. The software and website costs are amortized on a straight line basis over the estimated useful life of three years. Amortization
expense for the years ended December 31, 2010 and 2009 was approximately $145,000 and $87,000, respectively.


                                                                       23
In accordance with FASB Codification Topic ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, we review long-lived assets for
impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. In
such circumstances, we will estimate the future cash flows expected to result from the use of the asset and its eventual disposition. Future cash
flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those
inflows. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset,
we will recognize an impairment loss to adjust to the fair value of the asset. In the fourth quarter of the fiscal year ended December 31, 2010,
the Company determined there was an impairment to the software capitalization related to the PULSE product and recorded a write off of
approximately $130,000 which is included in the accompanying consolidated statement of operations. There was no impairment for the fiscal
year ended December 31, 2009.

The Company continually strives to enhance and improve the functionality of its software products. As such all new programming must be
tested, even if it is only a small component of a larger existing element of the software, before being released to the public. Testing is an
ongoing process and generally occurs in three areas. First, upgrades and enhancements are done on a continual basis to prolong the lifecycle of
the products and as new enhancements and upgrades are completed, each item must be tested for performance and function. Testing is also
performed to assure that new components do not adversely affect existing software. Finally, as with all software, testing must assure
compatibility with all third party software, new operating systems and new hardware platforms.

Recent Accounting Pronouncements Affecting the Company:

In January 2010, the FASB issued Accounting Standards Update No. 2010-06, "Fair Value Measurements and Disclosures (Topic 820) -
Improving Disclosures about Fair Value Measurements." This Update requires new disclosures regarding the amount of transfers in or out of
Levels 1 and 2 along with the reason for such transfers and also requires a greater level of disaggregation when disclosing valuation techniques
and inputs used in estimating Level 2 and Level 3 fair value measurements. This Update also includes conforming amendments to the guidance
on employers' disclosures about postretirement benefit plan assets. The disclosures will be required for reporting beginning in the first quarter
2010. Also, beginning with the first quarter 2011, the Standard requires additional categorization of items included in the rollforward of activity
for Level 3 inputs on a gross basis. Adoption of this standard will not have a material effect on the financial statements.

Accounting Standards Update (―ASU‖) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures –
Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain
Revenue Arrangements that include Software Elements, and various other ASU‘s No. 2009-2 through ASU No. 2011-01 which contain
technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no
current applicability to the Company or their effect on the financial statements would not have been significant.

In March 2010, the FASB ratified the final consensus that offers an alternative method of revenue recognition for milestone payments. The
guidance states that an entity can make an accounting policy election to recognize a payment that is contingent upon the achievement of a
substantive milestone in its entirety in the period in which the milestone is achieved. The guidance will be effective for fiscal years, and interim
periods within those years, beginning on or after June 15, 2010 with early adoption permitted, provided that the revised guidance is applied
retrospectively to the beginning of the year of adoption. We have determined that the adoption of this guidance will not have a material effect
on our consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a
future date are not expected to have a material impact on the financial statements upon adoption.

                           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Executive Officers

The following table contains information with respect to our current executive officers and directors.

Name                                  Age        Office(s) Held and Date of Appointment

Peter Charles                            42      Director, Interim Chief Executive Officer, Chief Operating                       2009
                                                 Officer

Erica Zalbert                            37      Chief Financial Officer                                                          2008

Frank Chester                            62      Director                                                                         2009

David Lewis                              42      Director                                                                         2009
Tyler Olbres   35   Director        2010


                               24
Peter Charles – Chief Operating Officer and Interim Chief Executive Officer, Member of the Board

Mr. Charles joined the Company in October 2009 as Vice President, Director of Corporate Affairs and has been a director of the Company
since November 2009. Currently, Mr. Charles holds the position of Chief Operating Officer and Interim Chief Executive Officer. As part of his
day-to-day operational and managerial duties, Mr. Charles oversees corporate and technology development, strategic planning and corporate
communications. Prior to joining Protext Mobility, from 2006 to 2009, Mr. Charles was with Thorium Power, now Lightbridge Corporation
(NASDAQ: LTBR), a developer of novel nuclear fuels, where his primary responsibilities were to carry out various treasury duties and he
played an instrumental role in the company attaining a NASDAQ listing. While at Lightbridge, Mr. Charles was an industry expert for the
Nuclear Energy Institute, promoting the use and development of nuclear energy. Prior to joining Thorium Power in 2006, from 2001 to 2006
Mr. Charles was with Oppenheimer & Co., a full service investment firm. At Oppenheimer, Mr. Charles was registered as a General Securities
Professional and was licensed for Sales Supervision and Management. Mr. Charles has over 18 years of experience in financial markets,
working with various levels of investors including middle-market institutional investors. As a focus, Mr. Charles specialized in Control and
Restricted Stock where he is well versed in SEC and NASD rules and the associated filing procedures. Mr. Charles is also well versed in global
macroeconomics and regularly studies financial and economic history. Mr. Charles's financial and economic knowledge and experience led to
the conclusion he should serve on the Company's board of directors given the Company's business and structure. His business experience
provides him with a broad understanding of the operational, financial and strategic issues facing public companies. Through his services as the
Company‘s Chief Operating Officer and interim Co-Chief Executive Officer, he developed extensive knowledge of the Company‘s business.

Erica Zalbert - Chief Financial Officer

Since 2008, Ms. Zalbert has been responsible for the Company‘s finances and regulatory reporting to the Securities and Exchange Commission.
In addition, Ms. Zalbert maintains a close working relationship with the board of directors playing a crucial supportive role with regard to
financial and operational initiatives. Ms. Zalbert resigned as Interim Co-Chief Executive Officer on October 11, 2011. Before Ms. Zalbert
joined the Company, from 2006 to 2008, she served as Controller to Cambridge Who's Who, a privately held company where she established
and lead the accounting department, and oversaw internal accounting and mergers consolidation and financial reporting. Prior thereto, from
2003 to 2006, Ms. Zalbert held the position of Vice President of Financial Reporting for Newtek Business Services (NASDAQ: NEWT) where
she was trusted to re-engineer the accounting department responsible for consolidating financials of the company‘s 60+ subsidiaries and SEC
and audit compliance. Ms. Zalbert started her career in finance and accounting at PricewaterhouseCoopers as an Associate in 1998, leaving in
2003.

Members of the Board

David M. Lewis - Senior Strategic Advisor, Member of the Board

Mr. Lewis has served on the Board since September 2009 and currently serves as a senior strategic advisor. He is a founding partner of Rock
Island Capital, a partnership established to invest in and acquire a controlling interest in a single public company, Protext Mobility. The Rock
Island team and investment group is comprised of seasoned business professionals with decades of operational experience. The group seeks to
invest in companies with compelling value and exceptional growth potential. At Rock Island, Mr. Lewis is responsible for developing corporate
client relationships leading to investment opportunities as well as managing various aspects of public and private market transactions. Mr.
Lewis began his investment career in 1994 and has had affiliations with leading investment banking firms including Alex Brown & Sons,
Prudential Securities, and Oppenheimer & Co. Prior to forming Rock Island, Mr. Lewis specialized in public market transactions including
initial & secondary public offerings, P.I.P.E. transactions, and institutional trading. In addition to private banking services, Mr. Lewis‘s
background also includes in depth asset management and asset allocation. Over the past several years, Mr. Lewis has advised numerous
companies in various industries including software, mobile, energy, nuclear power, and consumer products. Mr. Lewis‘s past experiences and
knowledge led to the conclusion he should serve on the Company‘s board of directors given the Company‘s business and structure. Mr.
Lewis brings to the board of directors significant strategic, business and financial experience related to our business and our efforts to raise
financing.


                                                                      25
Tyler M. Olbres

 Mr. Olbres is a Founder and Chairman of Interex Inc., a privately-held marketing communications company founded in September 1993. The
company‘s primary operating focus is in tradeshow and event marketing. Interex, under Mr. Olbres' leadership, has built award-winning
marketing programs for leading global consumer brands including Lacoste, The Rockport Company, Liz Claiborne, Deckers Outdoor Corp.,
Saucony and Houghton-Mifflin Harcourt. Mr. Olbres is also the General Partner of Lantern Rock Limited Partnership, a private equity
investment company that invests in consumer, energy, internet and technology companies. Of note, Mr. Olbres is an original investor in
Energy Brands Inc., dba Glacéau, the maker of vitaminwater and smartwater, which was acquired in 2007 by The Coca-Cola Company for $4.1
billion. Mr. Olbres also presides over Three Palms of Delaware, LLC, a private investment company, and Three Dunes LLC, a private real
estate development company. Mr. Olbres boasts a depth of professional experience and knowledge including visionary executive leadership,
organizational restructuring, and public and media relations. Mr. Olbres's marketing knowledge and experience led to the conclusion he should
serve on the Company's board of directors, given the Company's business and structure. Mr. Olbres brings a strong business background to us
and experience in overseeing the management of companies, having served in several management positions

Frank Chester

Prior to joining the board in 2009, Mr. Chester was self-employed. With more than 40 years in the finance industry and on the New York Stock
Exchange, Mr. Chester is a much requested guest-expert on financial news television and broadcast programs such as CNBC, Fox Business,
and Bloomberg radio. Mr. Chester is a former member of the New York Stock Exchange with 24 years of experience. During his time as a New
York Stock Exchange member, he owned a seat for 15 years until the exchange became a public entity. Mr. Chester serves as advisor to
brokerage firms on becoming active members on the floor. Mr. Chester's financial knowledge and experience led to the conclusion he should
serve on the Company's board of directors, given the Company's business and structure. Mr. Chester is uniquely qualified to bring strategic
insight to the board in its financing efforts.

Each director holds office until the next annual stockholders meeting or until a successor is duly elected or appointed. Officers are appointed to
their positions, and continue in such positions, at the discretion of the directors.

No directors of the Company are directors of other companies with securities registered pursuant to section 12 of the Exchange Act or subject
to the requirements of section 15(d) of such act or any company registered under the Investment Company Act of 1940.

Committees of the Board

Our company has a compensation committee consisting of Msrs, Chester, Lewis and Olbres. This committee performs several functions,
including reviewing all forms of compensation provided to our executive officers, directors, consultants and employees, including stock
compensation.

Our company currently does not have a nominating or audit committee or committees performing similar functions, nor does our company
have a written nominating or audit committee charter. Our directors believe that it is not necessary to have such committees at this time,
because the functions of such committees can be adequately performed by the board of directors. We do not have an audit committee financial
expert at this time. Our full board of directors functions as our audit committee and is comprised of four directors, only two of whom are
considered to be "independent" in accordance with the requirements of Rule 10A-3 under the Exchange Act.

Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for
directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of
little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum
criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such
nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for
election or appointment.

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our CEO and
director, Peter Charles, at the address appearing on the first page of this prospectus.

                                                       EXECUTIVE COMPENSATION

Each of our named executive officers has entered into a three year employment agreement with ProText Mobility. Pursuant to the respective
employment agreements, each executive officer receives an annual base salary, a non-ISO option grant, paid health insurance and between
three to four weeks of vacation annually. The employment agreements require the named executive officers to maintain the confidentiality of
ProText Mobility information and subject them to non-competition and non-solicitation restrictions during their employment.
The following table shows the compensation earned by each of the named executive officers for the years ended December 31, 2010 and 2009.


                                                                   26
                                               SUMMARY COMPENSATION TABLE
                                                 Salary               Option Grants                         All Other
      Name and Principal                          (1)      Bonuses         (2)                            Compensation           Total
          Position                   Year         ($)        ($)           ($)                                  ($)               ($)
             (a)                      (b)          (c)       (d)           (e)                                  (f)               (g)

Peter Charles, Chief Operating       2010      $   135,000                   -   $         600,000                       -   $    735,000
Officer, Interim Chief
Executive Officer                    2009      $    29,596 (3)               -   $          65,000                       -   $     94,596

Erica Zalbert, Chief Financial       2010      $   132,885 (4)               -   $         100,000                       -   $    232,885
Officer
                                     2009      $   146,538                   -   $         105,000                       -   $    251,538

Jeffrey Greene, Former Chief         2010      $   237,692                   -   $               -       $              -    $    237,692
Executive Officer (5)                2009      $   229,846                   -   $         450,000       $         26,000    $    705,846

William J. Bozsnyak, Former          2010      $          -                  -   $                -      $               -   $             -
Chairman and Chief Executive
(6)                                  2009      $   150,000                   -   $       3,549,395 (6)   $        100,000    $    250,000

(1)   Salary represents base salary earned in 2010 and 2009.

(2) Represents the amount recognized by ProText Mobility for financial statement reporting purposes in accordance with the recognition and
measurement provisions of Share Based Compensation as defined in FASB Codification, topic 718, which requires compensation costs related
to share-based payment transactions, including employee stock options, to be recognized in the financial statements.

(3) Mr. Charles entered into an employment agreement in October of 2009. His compensation amount reflects compensation for the period
from inception of his employment agreement through December 31, 2009.

(4) Ms. Zalbert‘s compensation reflects her pro-rata salary for less than full time employment for the years ending December 31, 2010 and
2009.

(5) Mr. Greene entered into an employment agreement with the Company effective February 10, 2009. Other compensation represents
amounts owed prior to the effective date of his employment. Salary for 2010 includes compensation through his departure as Chief Executive
Officer in September of 2010.

(6) On February 10, 2009 (the ―Separation Agreement Effective Date‖), in connection with Mr. Bozsnyak‘s resignation as Chief Executive
Officer and Chairman of the Company, the Company entered into a separation agreement with Mr. Bozsnyak (the ―Separation
Agreement‖). Mr. Bozsnyak‘s agreement while employed consisted of salary of $150,000 and $100,000 paid quarterly in options to purchase
our common stock. In exchange for salaries owed for 2009 and as part of the Separation Agreement, the Company granted Mr. Bozsnyak
4,000,000 options at an exercise price of $0.11 on a cashless or non cashless basis. Pursuant to the Separation Agreement, Mr. Bozsnyak will
retain 3,395,556 vested options for a period of three years from the Separation Agreement Effective Date; all other unvested options were
cancelled.

 The following table shows outstanding option awards held by each of the named executive officers as of December 31, 2010.

                                                            OUTSTANDING OPTION AWARDS (1)
                                                                             Number of
                                                                              Securities
                                    Total                                    Underlying
                                 Outstanding          Number of Securities   Unexercised                      Option
                                   Option            Underlying Exercisable   Unearned                        Exercise         Option
                                   Award             but Unexercised Options   Options                         Price          Expiration
           Name                      (#)                       (#)               (#)                            ($)             Date
            (a)                                                                  (b)                            (c)              (d)

Peter Charles, Chief                 1,000,000                           500,000               500,000    $           0.17       10/1/14
Operating Officer, Interim           2,500,000                         2,500,000                     -    $           0.10       5/27/15
Chief Executive Officer             1,750,000                            1,750,000                   -   $           0.01     12/29/15

Erica Zalbert (1),   Chief
Financial Officer                   1,389,000                            1,389,000                   -   $           0.08     06/01/14
                                    1,000,000                            1,000,000                   -   $           0.01     12/31/15

(1) Options exercised according to Ms. Zalbert‘s 10b5-1 plan as filed with the Securities and Exchange Commission on June 21, 2010.


                                                                    27
Stock Plans

 The Company‘s 2004 Stock Plan, which is shareholder approved, permits the grant of up to 1,500,000 shares of common stock. The
Company‘s 2009 Incentive Stock Plan, (the ―2009 Plan‖), which is board of director approved, permits the grant of share options and shares
to directors, executives and selected employees and consultants for up to 25,000,000 shares of common stock as stock compensation. The
Company filed the 2009 Incentive Stock Plan with the Securities and Exchange Commission on October 19, 2010.

Employment and Consulting Agreements

We entered into an employment agreement with Erica Zalbert effective as of June 1, 2009 for a term of three years to serve as our Chief
Financial Officer. The agreement provides that Ms. Zalbert will receive an annual base salary of One Hundred Fifty Thousand Dollars
($150,000), which is to be increased to $175,000 upon the raise of $3,000,000 in equity/debt or a combination thereof and $200,000 upon the
raise of $4,000,000 within the first twelve months of the agreement. Ms. Zalbert receives a salary that is pro rated for the numbers of days that
she works based upon an annual salary of $175,000 per year and is entitled to a minimum 10% raise each year. Ms. Zalbert was issued 250,000
options upon signing the agreement which vested immediately and contained a cashless feature. Ms. Zalbert was also issued 1,500,000 options,
500,000 of which vested on the one year anniversary of the agreement and each subsequent one year anniversary. She also receives certain
other benefits such as health insurance. Our company has the right to terminate the agreement for Good Cause as defined in the agreement. If
the agreement is terminated by us during the initial term, she is entitled to one month‘s salary during year one, two months‘ salary during year
two and three months‘ salary during year three. If Ms. Zalbert terminates the agreement due to a Company Material Breach as defined in the
agreement, she is entitled to receive her full salary and benefits for three months after termination. If Ms. Zalbert terminates the agreement
within 180 days of any warrant, option or bonus grant not for Good Cause she will forfeit such warrant, option or bonus received within the
180 day period. If we terminate the agreement for Cause as defined in the agreement, Ms. Zalbert will be entitled to receive accrued salary only
through the termination date and if she is terminated for any other reason, she is entitled to receive severance equal to one year‘s salary. Upon
her death or disability she is not entitled to receive any base salary and upon a change of control she is entitled to receive her base salary and
benefits specified in the agreement. The agreement also contains non-competition and non-disclosure provisions.

We entered into an employment agreement with Peter Charles effective as of October 1, 2009 for a term of three years to serve as our Vice
President and Director of Corporate Affairs. The agreement provides that Mr. Charles will receive an annual base salary of One Hundred Thirty
Five Thousand Dollars ($135,000), subject to a minimum 10% raise each year. Mr. Charles was issued 1,500,000 options upon signing the
agreement, 500,000 of which vested immediately and 500,000 of which vested on the one year anniversary of the agreement and 500,000 of
which vested on the second anniversary, October 1, 2011 . Mr . Charles was also eligible to receive and did receive 2 ,500,000 performance
based options. He also receives certain other benefits such as health insurance. Our company has the right to terminate the agreement for
Good Cause as defined in the agreement. If the agreement is terminated for Good Cause he has no right to any further base salary but if we
terminate for any other reason during the initial term, he is entitled to one month‘s salary during year one, two months‘ salary during year two
and three months‘ salary during year three. If Mr. Charles terminates the agreement due to a Company Material Breach as defined in the
agreement, he is entitled to receive his full salary and benefits for three months after termination. If Mr. Charles terminates the agreement
within 180 days of any warrant, option or bonus grant not for Good Cause he will forfeit such warrant, option or bonus received within the 180
day period. If we terminate the agreement for Cause as defined in the agreement, Mr. Charles will be entitled to receive accrued salary only
through the termination date and if he is terminated for any other reason, he is entitled to receive severance equal to one year‘s salary. Upon his
death or disability he is not entitled to receive any base salary and upon a change of control he is entitled to receive his base salary and benefits
specified in the agreement. The agreement also contains non-competition and non-disclosure provisions.

We entered into a consulting agreement with Dmidnights, Inc., a company owned by one of our board members, David Lewis, effective as of
October 2010 for a twelve-month term with automatic twelve month renewal periods unless terminated by either party in writing with 90 days
advance notice. The agreement provides that Mr. Lewis will receive a monthly consulting fee of Fifteen Thousand Dollars ($15,000) or
2,000,000 shares annualized, commencing upon the effective date of the agreement, and payable in equivalent value in either equity options,
and/or company stock. The amount of shares are to be calculated by dividing the dollar amount of compensation by the thirty day volume
weighted average for the same month of service. Dmidnights, Inc. is also entitled to an equity bonus at year end at the discretion of our board
of directors. The agreement also contains non-disclosure provisions.

Director Compensation

Directors who are employees of the Company do not receive any fees for their service on the Board. We use equity-based incentive
compensation to attract and retain qualified candidates to serve on our Board. Our non-employee directors receive quarterly equity
compensation in the form of restricted stock and stock options to purchase shares of the Company's common stock.


                                                                         28
                                                DIRECTOR COMPENSATION TABLE
                                                                                            Fees                 Stock
                                                                                          Earned                  and
                                                                                         or Paid in             Option
                                                                                           Cash                 Awards              Total
Name                                                                                       ($)(1)                 ($)                ($)

David Lewis (2)                                                             2010     $                 -    $      86,872 (4)   $      86,872
                                                                            2009     $                 -    $       6,073 (5)   $       6,073
Frank Chester (2)                                                           2010     $                 -    $      46,872 (4)   $      46,872
                                                                            2009     $                 -    $       6,073 (5)   $       6,073
Tyler Olbres (3)                                                            2010     $                 -    $       8,261 (4)   $       8,261

(1)    No options were exercised in 2010 by any directors.
(2)    Mr. Chester and Mr. Lewis joined the Board in 2009.
(3)    Mr. Olbres joined the Board in 2010.
(4)    Represents amounts recognized by ProText Mobility for financial statement reporting purposes of: a) Mr. Lewis‘ options to purchase
       common stock totaling 4,074,867(of which 4,000,000 was granted pursuant to a consulting agreement) and 429,310 restricted shares of
       common stock; b) Mr. Chester‘s options to purchase common stock totaling 74,867 and 429,310 restricted shares of common stock; and
       c) Mr. Olbres‘ 97,362 shares of restricted common stock.
(5)    Represents amounts recognized by ProText Mobility for financial statement reporting purposes of 71,948 options to purchase common
       stock.

                       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of October 18, 2011, with respect to the beneficial ownership of our common stock by: (i)
each holder of more than five percent (5%) of the outstanding shares of our Common Stock; (ii) our executive officers and directors; and (iii)
all our executive officers and directors as a group. The Company's issued and outstanding voting securities at the close of business on October
18, 2011, consisted of 169,514,906 shares of common stock.

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their
shares of common stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, each
entity or person listed below maintains an address of c/o ProText Mobility, Inc., 6800 Jericho Turnpike, Suite 208E, Syosset, New York 11791.

The number of shares beneficially owned by each stockholder is determined under rules promulgated by the Securities and Exchange
Commission. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the
individual or entity has the right to acquire beneficial ownership within 60 days after October 18, 2011 through the exercise of any stock
option, warrant or other right. The inclusion in the following table of those shares, however, does not constitute an admission that the named
stockholder is a direct or indirect beneficial owner.

                                                                           Beneficially          Percentage
                                 Name                                        Owned               Beneficially
Rock Island Capital, LLC (1)                                                 131,532,472                   43.83 %
David Lewis (2)                                                               26,172,502                   14.54 %
Tyler Olbres(3)                                                               33,381,365                   17.38 %
Frank Chester(4)                                                               8,483,509                    4.98 %
Peter Charles(5)                                                               5,250,000                    3.00 %
Erica Zalbert(5)                                                               2,166,181                    1.26 %
All directors and executive officers as a group (5 persons)                   75,453,557                   35.72 %

  (1) Rock Island Capital, LLC, with an address of 1234 South Dixie Hwy, #342, Coral Gables, FL 33146, has six members, of which two
      non-managing members serve on our board of directors, David Lewis and Tyler Olbres (a company that Mr. Olbres has 100% control
      over is the invested member in Rock Island, however Mr. Olbres represents himself on the board). The amounts beneficially owned by
      Rock Island include Mr. Lewis‘ and Mr. Olbres' ownership. Mr. Safier and Mr. Grossfeld are the managing members of Rock Island
      and as such have voting and disposition control over the shares owned by Rock Island. Neither Mr. Lewis nor Mr. Olbres have voting or
      disposition control over the shares owned by Rock Island; Mr. Olbres has control over a 60.622% ownership interest in Rock Island and
      Mr. Lewis has a 6.155 % ownership interest in Rock Island.

       Included in the total beneficial ownership of Rock Island are:
(i)     511,551 shares of Series B Preferred Stock which convert to common stock at a ratio of 100 to 1, of which 77,100 are owned
        directly by Rock Island and the balance have been assigned to the members of Rock Island.
(ii)    43,927,670 shares of common stock, of which 158,260 are owned directly by Rock Island and the balance are owned by the
        members of Rock Island of which 12,622,500 shares owned by Mr Richard Grossfeld; 13,810,500 shares are owned by Mr.
        David Lewis ; 13,810,500 are owned by Mr. Jamie Safier and 1,188,000 are owned by Mr. Tyler Olbres.
(iii)   Warrants exercisable for 35,510,888 shares of common stock, of which 28,314,222 are owned by Mr. Jamie Safier and
        7,196,666 are owned by Mr. Richard Grossfeld. Excluding 21,312,000 warrants which are owned by Mr. Tyler Olbres and
        32,814,223 warrants owed by Mr. David Lewis which are not exercisable within the next 60 days.


                                                          29
          Mr Safier owns: (i) directly (a) 14,221,879 shares of common stock, (b) warrants exercisable for 28,314,222 shares of common stock,
         (c) 46,052 shares of Series B Preferred Stock that convert to common stock on a 100:1 basis; and (ii) indirectly as the managing
         member of Rock Island: (a) 158,260 shares of common stock owned directly by Rock Island (of which Mr Safier will receive 51,152
         shares of common stock upon liquidation of Rock Island), and (b) 77,100 shares of Series B Preferred Stock owned by Rock Island
         that convert to common stock on a 100:1 basis (of which Mr Safier will receive 22,896 shares upon liquidation of Rock Island).

         Mr Grossfeld owns: (i) directly (a) 13,033,879 shares of common stock, (b) warrants exercisable for 7,196,666 shares of common
         stock, (c) 46,052 shares of Series B Preferred Stock that convert to common stock on a 100:1 basis; and (ii) indirectly as the
         managing member of Rock Island (a) 158,260 shares of common stock owned directly by Rock Island (of which Mr Grossfeld will
         receive 51,152 shares of common stock upon liquidation of Rock Island) and (b) 77,100 shares of Series B Preferred Stock owned by
         Rock Island that convert to common stock on a 100:1 basis (of which Mr. Grossfeld will receive 22,896 shares upon liquidation of
         Rock Island).

    (2) Included in the share ownership of Mr. Lewis are: (i) 46,052 shares of Series B preferred stock that convert to common stock on a
        100:1 basis; (ii) 22,896 shares of Series B Preferred stock owned by Rock Island w hich represent a portion of the shares owned that
        would be attributed to him based upon his ownership percentage of Rock Island; (iii) options exercisable for 4,074,867 shares of
        common stock that are currently exercisable for Mr. Lewis‘s services as a board of director and as a consultant; (iv) 929,744 shares of
        common stock for Mr. Lewis‘s service as a board of director; (v) 14,221,879 shares of common stock owned directly by Mr. Lewis,
        and 51,152 shares of common stock owned by Rock Island w hich represent a portion of the shares owned that would be attributed to
        him based upon his ownership percentage of Rock Island. Excluded in the share ownership are warrants exercisable for 32,814,223
        shares of common stock which are not exercisable within the next 60 days.

    (3) Included in the share ownership of Mr. Olbres are; (i) 225,514 shares of Series B preferred stock that convert to common stock on a
        100:1 basis that are owned by Rock Island and indirectly owned by Mr. Olbres due to his ownership interest in Rock Island w hich
        represent a portion of the shares owned that would be attributed to him based upon his ownership percentage of Rock Island; (ii)
        503,810 shares of common stock; (iii) 488,339 shares of common stock issued to him as compensation for services as a director; (iv)
        8,649,816 shares of common stock directly owned by Mr. Olbres purchased before his affiliation with Rock Island; and (v) 1,188,000
        shares of common stock directly owned by Mr. Olbres. Excluded in the share ownership are warrants exercisable for 21,312,000
        shares of common stock which are not exercisable within the next 60 days.

    (4) Included in Mr Chester‘s share ownership are; (i) options exercisable for 146,815 shares of common stock that are currently
        exercisable; and (ii) warrants exercisable for 810,000 shares that are currently exercisable.

    (5) All of the securities beneficially owned by Mr. Charles and Ms. Zalbert are options exercisable for common stock, all of which are
        currently exercisable.

                                                              TRADING MARKET

There is currently a limited trading market for our common stock on the OTC-BB. The shares will be sold at the prevailing market price at the
time of sale or privately negotiated prices.

                                                        SELLING SECURITY HOLDER

The shares to be offered by the selling security holder were issued in private placement transactions by us, each of which was exempt from the
registration requirements of the Securities Act. The shares offered hereby are ―restricted‖ securities under applicable federal and state securities
laws and are being registered under the Securities Act, to give the selling security holder the opportunity to publicly sell these shares. This
prospectus is part of a registration statement on Form S-1 filed by us with the Securities and Exchange Commission under the Securities Act
covering the resale of such shares of our common stock from time to time by the selling security holder. No estimate can be given as to the
amount or percentage of our common stock that will be held by the selling security holder after any sales made pursuant to this prospectus
because the selling security holder is not required to sell any of the shares being registered under this prospectus. The following table assumes
that the selling security holder will sell all of the shares listed in this prospectus.

The following table sets forth the name of each person who is offering for resale shares of common stock covered by this prospectus, the
beneficial ownership of each selling security holder, the number of shares of common stock that may be sold in this offering and the number of
shares of common stock each will own after the offering, assuming they sell all of the shares offered. The term ―selling security holder‖
includes the stockholder listed below and its transferees, assignees, pledges, donees or other successors. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to
securities. There are no shares of common stock subject to options, warrants and convertible securities.
30
                                                             Amount of
                                                              Shares
                                                               owned            Number of             Amount of             Percent of
                                                               before            shares             shares owned           shares held
 Shareholder and Name of Person Controlling                   Offering           offered            after Offering        after Offering

Eclipse Advisors, LLC (1)                                       2,701,007          35,000,000                        0                     0*

Total                                                           2,701,007          35,000,000                        0                     0*

*       less than 1%

        (1 ) Barry Paterson, the manager of Eclipse Advisors, LLC, has voting and investment control of Eclipse Advisors, LLC.


                                                                    31
                        RELATIONSHIP BETWEEN THE ISSUER AND THE SELLING SECURITY HOLDER

The selling security holder has not at any time during the past three years acted as one of our employees, officers or directors or had a material
relationship with us.

                                                          PLAN OF DISTRIBUTION

The selling security holder of our common stock and any of its transferees, pledgees, assignees, donees, and successors-in-interest may, from
time to time, sell any or all of their shares of common stock on the stock exchange, market or trading facility on which the shares are traded or
in private transactions. These sales may be at fixed or negotiated prices. The selling security holder may use any one or more of the following
methods when selling shares:

    ●    ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

    ●    block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as
         principal to facilitate the transaction;

    ●    purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

    ●    an exchange distribution in accordance with the rules of the applicable exchange;

    ●    privately negotiated transactions;

    ●    broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;

    ●    a combination of any such methods of sale; or

    ●    any other method permitted pursuant to applicable law.

The selling security holder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling security holder may arrange for other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling security holder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated. The selling security holder does not expect these commissions and discounts relating to its sales of shares to
exceed what is customary in the types of transactions involved.

The selling security holder and any broker-dealers or agents that are involved in selling the shares of common stock are deemed to be
―underwriters‖ within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares purchased by them is deemed to be underwriting commissions or discounts
under the Securities Act. Because selling security holder is deemed to be an underwriter within the meaning of the Securities Act, it will be
subject to the prospectus delivery requirements of the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any,
that can be attributed to the sale of common stock will be paid by the selling security holder and/or the purchasers. The selling security holder
has represented and warranted to our company that it acquired the securities subject to this registration statement in the ordinary course of such
selling security holder‘s business and, at the time of its purchase of such securities such selling security holder had no agreements or
understandings, directly or indirectly, with any person to distribute any such securities.

There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling security holder.
We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the
selling security holder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

The selling security holder may from time to time pledge or grant a security interest in some or all of the shares owned by it, and, if it defaults
in the performance of its secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time
under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act
amending the list of selling security holders to include the pledgee, transferee or other successors-in-interest as selling security holders under
this prospectus. Upon our company being notified in writing by the selling security holder that any material arrangement has been entered into
with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing: (i) the name of each such selling security holder and of the participating broker-dealer(s); (ii) the number of shares involved; (iii)
the price at which such the shares of common stock were sold; (iv) the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable; (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or
incorporated by reference in this prospectus; and (vi) other facts material to the transaction.
32
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not
simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the
commencement of the distribution. In addition, the selling security holders will be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our common stock by
the selling security holders or any other person. We will make copies of this prospectus available to the selling security holders and have
informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.

                                    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

At December 31, 2010 and 2009, the Company was indebted to its former CEO, William Bozsnyak, in the amounts of approximately $29,000
and $44,000, respectively, for working capital advances made to the Company. In accordance with Mr. Bozsnyak‘s separation agreement dated
February 2009, in the fiscal year ended December 31, 2009, the Company repaid approximately $15,000 of the loan previously made for
working capital advances. For the years ended December 31, 2010 and 2009, interest expense was charged in the amounts of $0 and
approximately $1,000, respectively. The interest rate used in this calculation is 5.5% at December 31, 2009 and was the same interest rate paid
to the Company‘s short term lender under the revolving line of credit. At December 31, 2010 and 2009, approximately $164,000 in accrued
interest was due to Mr. Bozsnyak, respectively.

At December 31, 2010 and 2009, approximately $3,000 and $100,000, respectively, was owed for unpaid salaries and accrued vacation to Mr.
Bozsnyak. During the year ended December 31, 2009, the Company repaid approximately $97,000 of unpaid salaries to Mr. Bozsnyak, which
was repaid in accordance with his February 2009 separation agreement.

The Company is indebted to a company owned by Tyler Olbres, a board member, for approximately $445,000 of principal plus accrued interest
of approximately $34,000. The note evidencing the debt was issued to Mr. Olbres‘s company on December 29, 2010, bears interest at a rate
of 12.5% per annum, converts into common stock at a conversion price of $0.07 per share and matures on November 9, 2011. In July and
September 2011, a company owned by Tyler Olbres made two loans to us each in the principal amount of $25,000. The two $25,000 loans bear
interest at a rate of 10% per annum, are secured by all of our assets and convert to shares of our common stock at a price of $.07 per share.

The Company is also indebted to another board member, David Lewis, for approximately $25,000. Mr. Lewis was issued two notes each in the
principal amount of $12,500, each bear interest at a rate of 10% per annum, each is convertible into common stock at a conversion price of $.07
per share and one note matures on August 8, 2011 and the other August 31, 2011. The notes issued to Mr. Lewis are secured by all of our
assets.

We entered into a consulting agreement with Dmidnights, Inc., a company owned by one of our board members, David Lewis, effective as of
October 2010 for a twelve-month term with automatic twelve month renewal periods unless terminated by either party in writing with 90 days
advance notice. The agreement provides that Mr. Lewis will receive a monthly consulting fee of Fifteen Thousand Dollars ($15,000) or
2,000,000 shares annualized, commencing upon the effective date of the agreement, and payable in equivalent value in either equity options,
and/or company stock. The amount of shares are to be calculated by dividing the dollar amount of compensation by the thirty day volume
weighted average for the same month of service. Dmidnights, Inc. is also entitled to an equity bonus at year end at the discretion of our board
of directors. The agreement also contains non-disclosure provisions.

Subsequent to December 31, 2010, the Company settled all outstanding liabilities with Mr. Bozsnyak in exchange for 1,200,000 common
shares.

                                                     DESCRIPTION OF SECURITIES

Authorized Capital and Outstanding Shares

The Company is authorized to issue up to 400,000,000 shares of common stock of which 169,514,906 shares are outstanding. The Company is
authorized to issue up to 25,000,000 shares of preferred stock. Currently, we have designated 1,526,718 shares of Series A 7% Cumulative
Convertible Preferred Stock, or Series A Preferred Stock, and 1,000,000 shares of Series B Preferred Stock. We currently have 28,968 shares
of Series A Preferred Stock issued and outstanding and 511,551 shares of Series B Preferred Stock issued and outstanding.

Common Stock

The holders of our common stock have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our
board of directors. Holders of common stock are also entitled to share ratably in all of our assets available for distribution to holders of
common stock upon liquidation, dissolution or winding up of the affairs.

All shares of common stock now outstanding are fully paid and non-assessable.
33
The holders of shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such
outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose and in such event, the
holders of the remaining shares will not be able to elect any of our directors. The holders of 50% percent of the outstanding common stock
constitute a quorum at any meeting of shareholders, and the vote by the holders of a majority of the outstanding shares are required to effect
certain fundamental corporate changes, such as liquidation, merger or amendment of our articles of incorporation.

Preferred Stock

The holders of outstanding shares of Series A Preferred Stock are entitled to receive, in any fiscal year, when, if and as declared by the board of
directors, out of any assets at the time legally available, dividends on a pro rata basis in cash at the rate of 7% per annum on the stated value of
$2.62 per share. Each holder of shares of Series A Preferred Stock also have the right, at any time and from time to time, to convert some or all
such shares into fully paid and non-assessable shares of common stock at the rate of ten shares of common stock for every one share of Series
A Preferred Stock. The holders of Series A Preferred Stock are not entitled to vote such shares. The Series A Preferred Stock has a priority on
distributions in liquidation to all junior stock to receive the stated value per share and all accrued and unpaid dividends.

 The holders of Series B Preferred Stock are entitled to special cash dividends in the aggregate amount of $3,375,000, subject to the Company
meeting the following performance thresholds: If we generate revenues of more than $2,000,000 per fiscal quarter for at least two fiscal
quarters during any 12 month period, and during the same 12 month period, have a cash flow from operations of more than $500,000 per fiscal
quarter, then the holders of Series B Preferred Stock are entitled to receive one dividend per fiscal quarter, pro rata based on the number of
shares of Series B Preferred Stock held, equal to: (i) 10% of the special dividend amount for each immediately preceding fiscal quarter that the
Company had a positive cash flow of more than $500,000 (regardless of its revenues for such quarter); (ii) 20% of the special dividend amount
for each immediately preceding fiscal quarter that the Company had a positive cash flow of more than $1,000,000 (regardless of its revenues
for such fiscal quarter); or (iii) if less than the portion of the special dividend amount required to be paid under (i) or (ii) remains after previous
dividends have been paid pursuant to this paragraph, then such remaining amount. In addition, the holders of Series B Preferred Stock are
entitled to cumulative dividends at a rate of 10% per annum, compounded annually and payable in cash upon conversion of the Series B
Preferred Stock into shares of common stock or upon such other date as determined by our board of directors. Shares of Series B Preferred
Stock are convertible into shares of common stock at an initial ratio of 1 to 100, subject to adjustment in the event of stock splits, stock
dividends, and similar transactions. The Series B Preferred Stock holders have the right to designate one member for service on our board of
directors. The holders of Series B Preferred Stock are entitled to such number of votes equal to 51% of the outstanding common stock on
an-converted basis, only with respect to a proposal to increase the authorized number of shares of capital stock. We are required to obtain the
approval of holders of 66% of the Series B Preferred Stock with respect to certain actions, including an increase or decrease in the board size or
any committee, an amendment to or waiver of provisions of our organizational documents, the sale of any equity or debt security other than
certain exempted transaction, declaration or payment of a dividend, redemption of stock, sale of a substantial portion of our debt or equity or
the engagement in a transaction with an affiliate, officer or director.

Outstanding Warrants and Options

We have options exercisable for 30,504,900 shares of common stock outstanding on the date hereof. The options are exercisable at prices
ranging from $0.01 to $0.28 and expire on dates ranging from December 2011 through July 2017.

We have warrants exercisable for 104,910,404 shares of common stock outstanding on the date hereof. The warrants are exercisable at prices
ranging from $0.01 to $0.35 and expire on dates ranging from October 2011 through March 2015.

Outstanding Notes

Set forth below is a chart of our outstanding debt obligations as    of September 30 2011:


                                                                          34
              Date of
Amount    Investment    Maturity Date                                                   Features
 25,000     5/27/2010       2/27/2011   Interest -10% per annum
                                        Convertible at $.14 per share
                                        Mandatory principal repayment of 50% of net funds
                                        when company receives cash from option or warrant
                                        exercises and 50% of net positive cash flow when
                                        company has positive cash flow in any one quarter in
                                        excess of $1,000,000
                                        Senior in payment of dividends and distributions to all
                                        debt and Series B Preferred Stock

 50,000     5/27/2010       2/27/2011   Interest -10% per annum
                                        Convertible at $.14 per share

445,125    12/29/2010       11/9/2011   Interest -12.5% per annum
                                        Convertible at $.07 per share

100,000     3/15/2011       6/15/2011   Interest -10% per annum
                                        Convertible at $.14 per share
                                        Secured by company assets and intellectual property

 40,000    5/31//2011        3/5/2012   Interest-8% per annum
                                        Convertible at a 40% discount rate 180 days after
                                        issuance

 12,500      7/1/2011       8/31/2011   Interest -10% per annum
                                        Convertible at $.07 per share
                                        Secured by company assets and intellectual property

 25,000      7/8/2011        8/8/2011   Interest -10% per annum
                                        Convertible at $.07 per share
                                        Secured by company assets and intellectual property

 12,500      7/8/2011        8/8/2011   Interest -10% per annum
                                        Convertible at $.07 per share
                                        Secured by company assets and intellectual property

 42,500     7/25/2011       4/27/2012   Interest-8% per annum
                                        Convertible at a 40% discount rate 180 days after
                                        issuance

 25,000      8/5/2011        2/5/2012   Interest -0% per annum
                                        Convertible at 70% of the 5 day VWAP with a maximum
                                        conversion of $.12

  5,000      9/1/2011        3/1/2012   Interest -0% per annum
                                        Convertible at 70% of the 5 day VWAP with a maximum
                                        conversion of $.12

 15,000      9/6/2011        3/6/2012   Interest -0% per annum
                                        Convertible at 70% of the 5 day VWAP with a maximum
                                        conversion of $.12

 25,000     9/13/2011       3/13/2012   Interest -10% per annum
                                        Convertible at $.07 per share
                                        Secured by company assets and intellectual property

  6,000     9/23/2011       3/23/2012   Interest -0% per annum
                                        Convertible at $.07 per share
                                        Secured by company assets and intellectual property
        35,000         9/22/2011            6/26/2012    Interest-8% per annum
                                                         Convertible at a 40% discount rate 180 days after
                                                         issuance

      114,034     2/1/06 through       9/2/07 through    Interest -12% per annum
                         9/25/06              9/25/08    Convertible at $.40 per share

 Total: 977,6
           59

The Company has outstanding 12% convertible notes payable of approximately $114,034 as of September 30, 2011 which are in default for
non-payment by maturity date. In addition, the Company has approximately $863,625 of short term bridge notes outstanding as of September
30, 2011, of which approximately an aggregate principal amount of $225,000 is in default due to non payment by maturity date. Two notes in
the aggregate principal amount of $470,125 are due in November 2011, four notes in the aggregate principal amount of $51,000 are due in
December 2011 and three notes in the aggregate principal amount of $117,500 are due in 2012.

On November 7, 2007 the Company began a private placement which was terminated in December of 2007, and the Company received gross
proceeds of $300,000. These notes are payable the earlier of August 15, 2008 or when the Company raises $1,000,000 in its next qualified
financing as defined. The notes bear interest at a rate of 10% per annum, payable at the end of the term. The principal amounts of the notes are
convertible into the Company‘s common stock by the holder, at any time prior to the repayment of the principal, at the rate of $0.15 per share.
In October of 2009, the Company repaid approximately $20,000 towards the principal balance of these notes. As of September 30, 2011 all the
remaining principal and accrued interest from this private placement were converted to common stock.


                                                                      35
During 2008, the Company issued 10% short term promissory notes to accredited investors. These notes have maturity dates ranging from a
period of three months to twelve months, bear interest at a rate of 10% per annum, payable at the end of the term. The Company raised a total
of $905,000 from these promissory notes for the year ended December 31, 2008 and issued 1,715,000 restricted shares of the Company‘s
common stock to the note holders. The principal amounts of the notes are convertible into the Company‘s common stock by the holder, at any
time prior to the repayment of the principal, at rates ranging from $0.14 to $0.20 per share. These shares were valued at the fair market value on
the date of each note. As of September 30, 2011, all principal and accrued interest from these note issuances were converted to common stock.

During 2009 and 2010, the Company issued 10% short term promissory notes to accredited investors. These notes have maturity dates ranging
from a period of nine months to eighteen months, bear interest at a rate of 10% per annum, payable at the end of the term. The Company raised
a total of $1,300,000 from these promissory notes for the year ended December 31, 2009 and issued 2,530,000 restricted shares of the
Company‘s common stock to the note holders. The principal amounts of the notes are convertible into the Company‘s common stock by the
holder, at any time prior to the repayment of the principal, at rates ranging from $0.14 to $0.15 per share. In July 2009, the Company issued
1,071,429 shares of restricted common stock for converting $150,000 of principal at $0.14. In 2009, the Company repaid approximately
$92,000 of the principal portion of these notes. As of September 30, 2011, the total of approximately $75,000, of principal and accrued interest
of approximately $7,600 is outstanding and past due.

On October 4, 2007, the Company issued a short term promissory note in the principal amount of $150,000. This note was payable on
September 30, 2008 and bears an interest rate equal to the prime rate plus three percent, 6.25% per annum and is payable at the end of the
term. During the year ended December 31, 2009, the Company repaid approximately $25,000 of this note. In March of 2011, the entire
principal balance of the note and accrued interest was converted into common stock of the Company.

On each of May 31, 2011, July 27, 2011 and September 22, 2011 we issued convertible promissory notes in the principal amounts of $40,000,
$42,500 and $35,000, respectively. Each note bears interest at the rate of 8% per annum and matures on March 5, 2012, April 30, 2012 ,
and on June 26, 2012. Each note is convertible into shares of our common stock beginning 180 days from the date of the note at a conversion
price of 60% of the average of the lowest three trading prices of our common stock during the 10 trading days on the OTC-BB preceeding the
conversion date. The number of shares issuable upon conversion shall be proportionally adjusted to reflect any stock dividend, split or similar
event. We are only entitled to prepay the notes from the date of the notes until 90 days thereafter at 150% of the outstanding principal balance,
accrued and unpaid interest, default interest, and other amounts required under the notes, so long as the holder of the notes has not elected to
convert the notes into our common stock. We are only entitled to prepay the notes 91 days from the date of the notes up to 180 days from the
date of the notes at 175% of the outstanding principal balance, accrued and unpaid interest, default interest, and other amounts required under
the notes. We have no right to prepay the notes after 180 days from the date of the notes. Unless waived in writing by the holder of the notes,
we are prohibited from effecting the conversion of the notes to the extent that as a result of such conversion the holder thereof would
beneficially own more than 4.99% in the aggregate of our issued and outstanding common stock immediately after giving effect to the issuance
of common stock upon conversion. While the notes are outstanding, the holder is entitled to a reduction in the conversion price if we issue any
securities for a per share price less than the conversion price in effect available to the holder. Under the Securities Purchase Agreement in
connection with the issuance of the notes, the holder is entitled to a right of first refusal on any subsequent equity offerings (or debt offerings
with an equity component) that we may engage in for a period of one year. For so long as we have any obligation under the notes, we agreed to
certain restrictions on our ability to declare dividends, repurchase our capital stock, borrow money, sell our assets, or advance loans to
others. The notes contain events of default which, if triggered, will result in the requirement to pay a default amount as specified in the
notes. The default amount depends on the particular event of default. In some cases, the amount we would owe the holder could be two times
the sum of the outstanding principal balance of the notes, accrued and unpaid interest, default interest (at 22% per annum), and other amounts
required under the notes. In other cases, the amount we would owe the holder would be 150% of the sum of the outstanding principal balance
of the notes, accrued and unpaid interest, default interest, and other amounts required under the note. Other cases elicit other default amounts
as provided under the notes. The notes also provide for an option for the holder to take the default amount in shares of our common stock
under a formula provided in the notes in lieu of a cash payout.

                                                  SHARES ELIGIBLE FOR FUTURE SALE

The sale of a substantial amount of our common stock in the public market after this offering, or the perception that such sales may occur,
could adversely affect the prevailing market price of our common stock.

Upon the completion of this offering, we will have 203,480,566 shares of common stock outstanding.

Of the shares to be outstanding after the closing of this offering, the shares sold in this offering will be freely tradable without restriction under
the Securities Act, except that any shares purchased in this offering by our ―affiliates,‖ as that term is defined in Rule 144 under the Securities
Act, generally may be sold in the public market only in compliance with Rule 144.


                                                                         36
Transfer Agent

Our transfer agent is American Stock Transfer and Trust Company, Operations Center, 6201 15th Avenue, Brooklyn, NY 11219 .

                                                                      EXPERTS

The financial statements for the years ended December 31, 2010 and 2009 included in this prospectus have been audited by Sherb & Co., LLP
to the extent and for the periods indicated in their report thereon. Such financial statements have been included in this prospectus and
registration statement in reliance upon the report of Sherb & Co., LLP and upon the authority of such firm as experts in auditing and
accounting.

                                  DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                                             FOR SECURITIES ACT LIABILITIES

 Our directors and officers are indemnified as provided by the Delaware General Corporation Law and our Certificate of Incorporation. Section
145 of the Delaware General Corporation Law provides that a director or officer is not individually liable to the corporation or its stockholders
or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that: (1) his act or
failure to act constituted a breach of his fiduciary duties as a director or officer; and (2) his breach of those duties involved intentional
misconduct, fraud or a knowing violation of law. Our Certificate of Incorporation provides for indemnification of our directors and officers to
the fullest extent permitted by Section 145 of the Delaware General Corporation Law.

This provision is intended to afford directors and officers protection against and to limit their potential liability for monetary damages resulting
from suits alleging a breach of the duty of care by a director or officer. As a consequence of this provision, stockholders of our company will be
unable to recover monetary damages against directors or officers for action taken by them that may constitute negligence or gross negligence in
performance of their duties unless such conduct falls within one of the foregoing exceptions. The provision, however, does not alter the
applicable standards governing a director‘s or officer‘s fiduciary duty and does not eliminate or limit the right of our company or any
stockholder to obtain an injunction or any other type of non-monetary relief in the event of a breach of fiduciary duty.

                                                                LEGAL MATTERS

The validity of our common stock offered hereby will be passed upon for us by Gracin & Marlow, LLP, New York, New York.

                                                  WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act, and file annual and current reports, proxy statements and other
information with the Commission. These reports, proxy statements and other information filed by ProText Mobility, Inc. can be read and
copied at the Commission‘s Public Reference Room at 100 F Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. We will provide to the record holders of our
securities a copy of our annual reports containing audited financial statements and such periodic and quarterly reports free of charge upon
request.

The Commission also maintains a website that contains reports, proxy statements, information statements and other information located at
http://www.sec.gov . This prospectus does not contain all the information required to be in the registration statement (including the exhibits),
which we have filed with the Commission under the Securities Act and to which reference is made in this prospectus.


                                                                          37
                                          Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Protext Mobility, Inc. (f/k/a EchoMetrix, Inc.)
Syosset, New York

We have audited the accompanying consolidated balance sheets of Protext Mobility, Inc. (f/k/a EchoMetrix, Inc.). and Subsidiaries as of
December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders' deficit, and cash flows for the years ended
December 31, 2010 and 2009. These consolidated financial statements are the responsibility of the Company's management. Our responsibility
is to express an opinion on the consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting.
Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Protext
Mobility, Inc. (f/k/a EchoMetrix, Inc.) and Subsidiaries at December 31, 2010 and 2009, and the results of their operations and their cash flows
for the year ended December 31, 2010 and 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As
discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has negative
working capital and a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. These consolidated financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

/s/ Sherb & Co. LLP

New York, New York
March 30, 2011


                                                                       F-1
                               PROTEXT MOBILITY, INC. (f/k/a EchoMetrix, Inc) AND SUBSIDIARIES
                                           CONSOLIDATED BALANCE SHEETS

                                                                ASSETS

                                                                                               December 31,   December 31,
                                                                                                  2010           2009

Current assets:
 Cash                                                                                          $     60,209   $     37,890
 Accounts receivable                                                                                      -            238
 Prepaid expenses                                                                                    12,130         12,671
    Total current assets                                                                             72,339         50,799

Property and equipment – net                                                                         14,647         68,094

Other assets:
  Capitalized software costs, less accumulated amortization
    of $112,250 and $82,120, respectively                                                           161,931        252,001
  Website development costs, less accumulated amortization of
    of $21,250 and $5,000, respectively                                                              38,750         40,000
  Security deposit                                                                                    9,454          9,454
    Total other assets                                                                              210,135        301,455

    Total assets                                                                               $    297,121   $    420,348


                                              See notes to consolidated financial statements


                                                                   F-2
                                   PROTEXT MOBILITY, INC. (f/k/a EchoMetrix, Inc) AND SUBSIDIARIES
                                           CONSOLIDATED BALANCE SHEETS (Continued)

                                               LIABILITIES AND STOCKHOLDERS' DEFICIT

                                                                                                             December 31,           December 31,
                                                                                                                2010                   2009

Current liabilities:
 Current portion of long term debt and capital leases                                                    $           6,002      $          47,991
 Current portion of 10% convertible notes payable                                                                  114,034                233,832
 Convertible short term bridge notes payable, net of
 discount of $535,053 and $111,574 respectively                                                                     976,407              1,642,249
 Non convertible short term bridge notes payable                                                                    124,790                273,067
 Due to stockholder                                                                                                 195,686                307,838
 Accounts payable                                                                                                   370,126                295,771
 Accrued expenses                                                                                                   201,234                501,727
      Total current liabilities                                                                                   1,988,279              3,302,475

Other liabilities:
  Dividends payable                                                                                                  90,840                      -
  Obligations under capital lease, net of current portion                                                                 -                  5,735
  Deferred rent                                                                                                       3,849                  7,541
       Total liabilities                                                                                          2,082,968              3,315,751

Stockholders' deficit
  Preferred stock - $.0001 par value, authorized - 25,000,000 shares;
    Series A Preferred stock - $.0001 par value, $2.62 liquidation value, 1,526,718 designated; issued                   27                     90
      and outstanding -269,862 and 901,237 shares respectively
    Series B Preferred stock - $.0001 par value, $9.09 liquidation value, 1,000,000 designated; issued                   51                     22
      and outstanding -511,551 and 220,022 respectively
    Common stock - $.0001 par value, authorized - 400,000,000 shares; issued and outstanding                         14,514                  7,921
      -145,138,192 and 79,203,336 shares respectively
    Additional paid-in capital                                                                                   40,926,795             26,470,579
    Accumulated deficit                                                                                         (42,727,234 )          (29,374,015 )
      Total stockholders' deficit                                                                                (1,785,847 )           (2,895,403 )

Total liabilities and stockholders' deficit                                                              $         297,121      $         420,348


                                                  See notes to consolidated financial statements


                                                                       F-3
                                  PROTEXT MOBILITY, INC. (f/k/a EchoMetrix, Inc) AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                                    For the Years Ending December
                                                                                                                  31,
                                                                                                         2010              2009


Revenues                                                                                        $           30,853     $       31,428

Cost of Sales:
 Commissions                                                                                                2,977                 699
 Amortization of software costs                                                                           128,325              82,120
 Write off of capitalized software costs                                                                  130,212                   -
Cost of Sales                                                                                             261,514              82,819

Gross Loss                                                                                                (230,661 )          (51,391 )

Operating expenses:
  Selling                                                                                                  199,961             57,088
  Web site costs                                                                                            84,195             69,945
  General and administrative                                                                             3,913,934          3,658,239
  Depreciation and amortization                                                                             69,697             87,515
Total operating expenses                                                                                 4,267,787          3,872,788

Loss from operations                                                                                    (4,498,448 )       (3,924,179 )

Other (income) expenses:
  Interest                                                                                                 226,993            396,410
  Interest - related party                                                                                       -              1,008
  Gain on extinguishment of liabilities                                                                     (3,500 )         (491,830 )
  Debt conversion expense                                                                                  272,862                  -
  Other expenses                                                                                                 -                889
  Amortization of note discounts                                                                           684,186            650,254
Total other expenses                                                                                     1,180,541            556,731

Net loss                                                                                                (5,678,989 )       (4,480,910 )

Common stock dividends to be issued for Series B Preferred Stock                                          (260,939 )          (43,556 )
Deemed preferred stock dividend related to warrant modification                                         (2,783,291 )                -
Deemed preferred stock dividend related to issuance of warrants and common stock                        (4,630,000 )       (2,000,000 )

  Net loss applicable to common stockholders                                                    $      (13,353,219 )   $   (6,524,466 )


Per share data
  Loss per share - basic and diluted                                                            $            (0.12 )   $        (0.09 )


Weighted average number of shares outstanding- basic and diluted                                      111,287,250          76,074,372


                                               See notes to consolidated financial statements


                                                                    F-4
                                                 PROTEXT MOBILITY, INC. (f/k/a EchoMetrix, Inc) AND SUBSIDIARIES
                                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                     FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

                                          Series A Preferred Stock                   Series B Preferred Stock                  Common Stock

                                                                Par Value                                  Par Value                         Par Value           Additional                                         Total
                                                                 $.0001                                     $.0001                            $.0001              Paid-In                Accumulated            Stockholders'
                                        Shares                  Amount             Shares                  Amount           Shares            Amount              Capital                  Deficit                 Deficit

Balance at December 31, 2008               901,237          $               90                    $                    —    71,787,304   $        7,178      $     19,214,710        $      (22,849,549 )   $        (3,627,571 )

Common stock issued for interest on
    debt                                                                                                                       675,795                 66              79,771                                            79,837
Common stock issued in connection
    with 2008 warrants exercised                                                                                                24,000                   2                    (2 )                                              —
Common stock issued for conversion
    of 10% notes-principal                                                                                                     766,237                 77              93,083                                            93,160
Common stock issued for conversion
    of Bridge Notes - principal                                                                                              2,500,000              250               349,750                                           350,000
Common stock issued for legal
    settlement                                                                                                                 500,000                 50              44,950                                            45,000
Fair value of common stock issued
    for services                                                                                                               120,000                 15              20,986                                            21,001
Restricted stock issued in connection
    with bridge notes payable                                                                                                2,830,000              283               266,461                                           266,744
Warrants issued in connection with
    bridge notes payable                                                                                                                                               94,368                                            94,368
Beneficial conversion feature issued
    in connection with bridge notes                                                                                                                                   341,393                                           341,393
Interest related to modification of
    conversion price of debt                                                                                                                                          133,398                                           133,398
Fair value of warrants issued for
    consulting services                                                                                                                                               663,629                                           663,629
Fair value of options issued for
    consulting services                                                                                                                                                94,000                                            94,000
Fair value of warrants issued to
    employees                                                                                                                                                         360,000                                           360,000
Option expense                                                                                                                                                        670,548                                           670,548
Issuance of Preferred B securities                                                    220,022                          22                                           1,999,978                                         2,000,000
Dividends payable in common stock
    to Series B Preferred
    Stockholders                                                                                                                                                       43,556                   (43,556 )                       -
Deemed Dividend on Preferred B
    securities                                                                                                                                                      2,000,000                (2,000,000 )                     -
Net Loss                                                                                                                                                                                     (4,480,910 )            (4,480,910 )

Balance at December 31, 2009               901,237          $               90        220,022          $               22   79,203,336   $        7,921      $     26,470,579        $      (29,374,015 )   $        (2,895,403 )




                                                                              See notes to consolidated financial statements


                                                                                                            F-5
                                                   PROTEXT MOBILITY, INC. (f/k/a EchoMetrix, Inc) AND SUBSIDIARIES
                                                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                    FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 (Continued)

                                                      Series A                               Series B
                                                   Preferred Stock                        Preferred Stock                  Common Stock
                                                                 Par Value                             Par Value                          Par Value         Additional                                          Total
                                                                  $.0001                                $.0001                             $.0001            Paid-In                 Accumulated            Stockholders'
                                               Shares            Amount              Shares            Amount           Shares            Amount             Capital                   Deficit                 Deficit
Balance at December 31, 2009                     901,237     $               90       220,022      $               22    79,203,336   $        7,921    $      26,470,579        $      (29,374,015 )   $        (2,895,403 )
Common stock issued as interest on debt                                                                                     215,908               22               24,429                                            24,451
Common stock issued for legal settlement                                                                                  2,102,175              210              183,714                                           183,924
Common stock issued for Debt settlement                                                                                     100,000               10               13,990                                            14,000
Fair value of common stock issued for
services                                                                                                                    738,717                74              71,234                                            71,308
Fair value of warrants issued for consulting
services                                                                                                                                                               6,000                                             6,000
Fair value of options issued for consulting
services                                                                                                                                                          209,196                                           209,196
Option expense                                                                                                                                                  1,390,613                                         1,390,613
Common stock issued in connection with
option exercise                                                                                                             567,536                57                    (57 )                                               -
Common stock issued in connection with
warrant exercise                                                                                                          1,445,079              145                   (145 )                                                -
Common stock issued board of directors
compensation                                                                                                              1,170,638              117              108,144                                           108,261
Common stock issued pursuant to
Preferred A conversion                          (631,375 )                   (63 )                                        6,313,750              631                   (568 )                                                -
Common stock issued pursuant to 10%
noteholder debt conversion                                                                                                  855,703                86             119,713                                           119,799
Common stock issued pursuant to bridge
noteholder debt conversion                                                                                                1,398,319              140              195,625                                           195,765
Common stock issued for accrued interest                                                                                  1,906,151              190              228,558                                           228,748
Restricted stock issued in connection with
convertible notes payable                                                                                                 2,443,183              244              268,226                                           268,470
Beneficial conversion feature recognized in
connection with issuance of convertible
notes payble                                                                                                                                                      804,520                                           804,520
Fair value of warrants issued in connection
with issuance of convertible notes payable                                                                                                                         34,719                                            34,719
Debt conversion expense                                                                                                                                           272,862                                           272,862
Common stock issued in connection with
bridge noteholder settlement                                                                                              2,750,000              275              296,475                                           296,750
Common stock dividends issued in
    accordance with Series B                                                                                                                                                                                              -
Preferred Stock Agreement                                                                                                 2,077,697              208              169,891                  (170,099 )                     -
Series B Preferred Stock purchased                                                    291,529                      29                                           2,649,971                                         2,650,000
Deemed dividend related to issuance of
    warrants and common stock in
    connection with purchase of Series B
    Preferred Stock                                                                                                      41,850,000            4,185            4,625,815                (4,630,000 )                        -
Deemed dividend related to modification
    of warrants issued with Series B
    Preferred Stock                                                                                                                                             2,783,291                (2,783,291 )                     -
Dividends payable                                                                                                                                                                           (90,840 )               (90,840 )
Net loss                                                                                                                                                                                 (5,678,989 )            (5,678,989 )
Balance at December 31, 2010                     269,862     $               27       511,551      $               51   145,138,192   $       14,514    $      40,926,795        $      (42,727,234 )   $        (1,785,847 )




                                                                                See notes to consolidated financial statements


                                                                                                             F-6
                                  PROTEXT MOBILITY, INC. (f/k/a EchoMetrix, Inc) AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                      For the Years Ended December
                                                                                                                    31,
                                                                                                          2010             2009

Cash flows from operating activities:
  Net loss                                                                                            $   (5,678,989 )   $   (4,480,910 )
  Adjustments to reconcile net loss to net cash used in operating activities:
    Gain on extinguishment of debt                                                                           (3,500 )         (491,830 )
    Debt modification expense                                                                               272,862                  -
    Write off of capitalized software                                                                       130,212                  -
    Warrants/options issued for consulting services                                                         215,196          1,117,629
    Common stock issued for legal settlements                                                               111,924                  -
    Common stock issued for services                                                                         71,308             21,000
    Common stock issued for compensation                                                                    108,261                  -
    Stock issued for interest                                                                                24,451             79,837
    Compensatory element of stock options                                                                 1,381,775            670,548
    Depreciation                                                                                             53,447             62,859
    Amortization of deferred financing costs                                                                      -             10,000
    Amortization of software and website development costs                                                  144,575             87,120
    Amortization of intangible assets                                                                             -              9,657
    Amortization of discount related to debt                                                                684,186            650,254
    Interest and compensation expense as a result of modification of warrant exercise price                       -            133,398
  Increase (decrease) in cash flows as a result of changes in asset and liability account balances:
    Accounts receivable                                                                                         238              1,653
    Prepaid expenses and other assets                                                                           541              6,109
    Deferred rent                                                                                            (3,692 )           (1,957 )
    Accounts payable and accrued expenses                                                                   208,987            (68,886 )
    Due to stockholders                                                                                    (112,152 )           28,719
  Total adjustments                                                                                       3,288,619          2,316,111

Net cash used in operating activities                                                                     (2,390,370 )       (2,164,799 )

Cash flows from investing activities:
  Capitalized software costs                                                                               (168,467 )         (247,207 )
  Capitalized website development costs                                                                     (15,000 )          (45,000 )
Net cash used in investing activities                                                                      (183,467 )         (292,207 )

                                                  See notes to consolidated financial statements


                                                                        F-7
                                  PROTEXT MOBILITY, INC. (f/k/a EchoMetrix, Inc) AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

                                                                                                        For the Years Ended
                                                                                                           December 31,
                                                                                                       2010             2009

Cash flows from financing activities:
  Proceeds from sale of Preferred B securities                                                     $   2,650,000     $   2,000,000
  Proceeds from exercise of stock options                                                                  8,880                 -
  Payments to stockholders                                                                                     -          (306,809 )
  Proceeds from bridge notes payable                                                                     645,125         1,600,000
  Payments of bridge notes payable                                                                      (660,125 )        (513,109 )
  Payments of note payable - equipment                                                                    (2,962 )               -
  Payments of 10% investor notes payable                                                                       -          (191,008 )
  Payments of notes payable - bank                                                                             -           (49,007 )
  Payments under capital lease                                                                           (44,762 )         (70,388 )
Net cash provided by financing activities                                                              2,596,156         2,469,679

Net increase in cash                                                                                      22,319            12,673

Cash at beginning of year                                                                                 37,890            25,217

Cash at end of year                                                                                $      60,209     $      37,890


Supplemental Schedules of Noncash Investing and Financing Activities:
Cash payment made during the period-Interest                                                       $      12,248     $      11,745

Common stock issued in connection with settlement agreement                                        $      72,000     $      45,000

Common stock issued in connection with extinguishment of payable                                   $      14,000     $            -


Common stock issued as a result of debt and accrued interest conversion                            $    841,063      $    443,160

Restricted stock issued in connection to bridge loans                                              $    268,470      $    266,744

Warrants granted in connection to convertible loan issuance                                        $      34,719     $      94,368

Beneficial conversion feature in relation to bridge loans                                          $    804,520      $    341,293

Common stock dividends payable for Series B Preferred Stock                                        $      90,840     $      43,556

Common stock dividends issued for Series B Preferred Stock                                         $    170,099      $            -

Deemed preferred stock dividend related to warrant modification                                    $   2,783,291     $            -

Deemed preferred stock dividend related to issuance of warrants and common stock                   $   4,630,000     $   2,000,000


                                                  See notes to consolidated financial statements


                                                                       F-8
                                 PROTEXT MOBILITY, INC. (f/k/a EchoMetrix, Inc) AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                 December 31, 2010 and 2009

NOTE 1 - DESCRIPTION OF BUSINESS AND GOING CONCERN

ProText Mobility Inc. (formerly known as EchoMetrix Inc. and SearchHelp, Inc) was incorporated in the State of Delaware on September 5,
2001 and completed its initial public offering on July 23, 2003. During the fiscal year ended December 31, 2008, the Company acquired 100%
of the stock of EchoMetrix, Inc, a wholly owned subsidiary, and in May of 2009 the Company filed a Certificate of Ownership and Merger
with the state of Delaware pursuant to which EchoMetrix was merged into the Company, and the Company's corporate name was changed from
SearchHelp, Inc. to EchoMetrix, Inc. In December of 2010, the Company formed a new Corporation (ProText Mobility, Inc) and filed a
Certificate of Ownership and Merger with the state of Delaware pursuant to which the Company‘s wholly owned subsidiary, ProText Mobility,
Inc., was merged into the Company, and the Company‘s name changed from Echo Metrix, Inc. to ProText Mobility, Inc.

Protext Mobility develops innovative products and solutions for the mobile communications market. As disclosed in public filings, the
Company has evolved from a software developer for personal computer (―PC‖) to products designed for the mobile industry. Our first
technology, FamilySafe Parental Controls continues to generate revenue for the Company. Going forward, the Company‘s mission is to
leverage our core intellectual property; namely, the ability to analyze and contextualize digital data streams and apply the results towards
high-growth markets, such as mobile communications and messaging. Our lead offering, SafeText is a premium service for mobile devices that
provides parents a solution to help manage their children‘s mobile communication activities.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As
reflected in the consolidated financial statements, the Company incurred net losses of approximately $5,679,000 and $4,481,000 for the years
ended December 31, 2010 and 2009, respectively. In addition, the Company had negative working capital of approximately $1,916,000 and an
accumulated deficit of approximately $42,727,000 at December 31, 2010.

These circumstances raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty. Management's efforts have been directed towards the
development and implementation of a plan to generate sufficient revenues to cover all of its present and future costs and expenses. This plan is
to address mobile messaging market opportunities with novel, comprehensive and robust solutions for the consumer and enterprise market.
Overall, we see a unique opportunity to add value to the underserved ―trillion‖ text messaging market.

Our lead offering, SafeText, is a premium service for mobile devices that provide parents a solution to help manage their children‘s mobile
communications activities. SafeText is offered in two configurations; a device-based and a network-based solution as more fully described in
Part I, Business Strategy and Products .

If the Company does not generate sufficient revenues from the sales of its products in an amount necessary to meet its cash needs, the
Company will need additional financing to continue to operate. There are no assurances that the Company can continue to successfully raise
additional financing. As the Company increases sales from its products and services, the Company expects to increase cash flows from
operations. The Company has been successful in raising financing from equity and debt transactions. For the fiscal year ended December 31,
2010, the Company raised approximately $3,304,000 from the sale of preferred stock ($2,650,000), exercise of options ($9,000) and private
placement of common stock and warrants and issuance of debt ($645,000). During the fiscal year ended December 31, 2009, the Company
raised approximately $3,600,000 from the sale of preferred stock ($2,000,000), and private placement of common stock and warrants, and
issuance of debt ($1,600,000). In addition an approximate total of $120,000 and $93,000 of the 10% short term promissory notes have been
converted into common stock for the fiscal years ended December 31, 2010 and 2009, respectively. For the fiscal years ended December 31,
2010 and 2009, approximately $376,000 and $350,000, respectively of the bridge notes payable have been converted into common stock.

The accompanying consolidated financial statements have been prepared, in accordance with accounting principles generally accepted in the
United States (―U.S. GAAP‖) and pursuant to the rules and regulations of the Securities and Exchange Commission (the ―SEC‖). The
accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany
transactions have been eliminated in consolidation.


                                                                      F-9
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of Presentation:

ProText Mobility, Inc. is organized as a single reporting unit, with two operating divisions, and believes that it operates as a single
business. References in this report to ―ProText Mobility‖, the ―Company‖, ―we‖, ―us‖ or ―our‖ refers to ProText Mobility Inc. and its
consolidated subsidiaries. All intercompany transactions have been eliminated in consolidation.

(b) Revenue Recognition:

The Company recognizes revenues in accordance with authoritative guidance when services have been rendered, the sales price is determinable
and collectability is reasonably assured. Revenue from online Internet sales is recognized upon the settlement of credit card charges, typically
within three days of the sale.

(c) Use of Estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

(d) Earnings Per Share:

The Company utilizes the guidance per FASB Codification ―ASC 260 "Earnings Per Share". Basic earnings per share is calculated on the
weighted effect of all common shares issued and outstanding, and is calculated by dividing net income available to common stockholders by
the weighted average shares outstanding during the period. Diluted earnings per share, which is calculated by dividing net income available to
common stockholders by the weighted average number of common shares used in the basic earnings per share calculation, plus the number of
common shares that would be issued assuming conversion of all potentially dilutive securities outstanding, is not presented separately as it is
anti-dilutive. Such securities, shown below, presented on a common share equivalent basis and outstanding as of December 31, 2010 and 2009
have been excluded from the per share computations as their effect would be anti-dilutive:

                                                                    For the Years Ended
                                                                        December 31,
                                                                    2010              2009
2004 Stock Plan Options                                                230,000          470,000
Non ISO Stock Options                                               32,243,422       24,599,001
Convertible Preferred Stock                                         53,853,720       31,014,570
Convertible Bridge Notes and Notes Payable                          13,170,757       15,894,045
Warrants                                                           113,020,650       43,168,181

(e) Stock Based Compensation:

Effective January 1, 2006, the Company‘s 2004 Stock Plan and options granted outside of the Plan are accounted for in accordance with the
recognition and measurement provisions of Share Based Compensation as defined in FASB Codification, topic 718, which requires
compensation costs related to share-based payment transactions, including employee stock options, to be recognized in the financial statements.


                                                                     F-10
(f) Advertising Costs:

The Company expenses ordinary advertising and promotion costs as incurred. Advertising and promotion costs totaled approximately $176,000
for the fiscal year ended December 31, 2010. There were no such costs in the prior fiscal year

(g) Software Development Costs:

Research and development costs are expensed as incurred. No research and development costs were incurred during the years ended December
31, 2010 and 2009.

Research and development costs are generally expensed as incurred. In accordance with the provisions of FASB Codification Topic ACS
985-20, "Costs of Software to be Sold, Leased, or Marketed,‖ software development costs are subject to capitalization beginning when a
product's technological feasibility has been established and ending when a product is available for release to customers. For the years ended
December 31, 2010, and 2009 the Company capitalized approximately $183,000 and $292,000 of software and website development costs,
respectively. The software and website costs are amortized on a straight line basis over the estimated useful life of three years. Amortization
expense for the years ended December 31, 2010 and 2009 was approximately $145,000 and $87,000 respectively.

The Company continually strives to enhance and improve the functionality of its software products. As such all new programming must be
tested, even if it is only a small component of a larger existing element of the software, before being released to the public. Testing is an
ongoing process and generally occurs in three areas. First, upgrades and enhancements are done on a continual basis to prolong the lifecycle of
the products and as new enhancements and upgrades are completed, each item must be tested for performance and function. Testing is also
performed to assure that new components do not adversely affect existing software. Finally, as with all software, testing must assure
compatibility with all third party software, new operating systems and new hardware platforms.

Estimated aggregate minimum amortization expenses for each of the next three years is:

2011                                                            63,000
2012                                                            58,000
2013                                                            16,000

(h) Long-Lived Assets

In accordance with FASB Codification Topic ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, we review long-lived assets for
impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. In
such circumstances, we will estimate the future cash flows expected to result from the use of the asset and its eventual disposition. Future cash
flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those
inflows. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset,
we will recognize an impairment loss to adjust to the fair value of the asset. In the fourth quarter of the fiscal year ended December 31, 2010,
the Company determined there was an impairment to the software capitalization related to the PULSE product and recorded a write off of
approximately $130,000 which is included in the accompanying consolidated statement of operations. There was no impairment for the fiscal
year ended December 31, 2009.

(i) Cash Equivalents:

For purposes of the consolidated statements of cash flows, the Company considers all highly liquid investments with a remaining maturity of
three months or less, when purchased, to be cash equivalents.


                                                                      F-11
(j) Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at the amount the Company expects to collect. The Company provides an allowance for doubtful accounts equal
to the estimated uncollectible amounts. The Company‘s estimate is based on historical collection experience and a review of the current status
of trade accounts receivable. It is reasonably possible that the Company‘s estimate of the allowance for doubtful accounts will change.
Accounts receivable are presented net of an allowance for doubtful accounts of $0 and approximately $200 at December 31, 2010, and 2009,
respectively.

(k) Fair Value of Financial Instruments:

The Company‘s financial instruments are cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, notes payable
and obligations under capital leases. The carrying amounts of accounts receivable, accounts payable and accrued expenses approximates fair
value due to the short term nature of these financial instruments. The recorded values of notes payable and obligations under capital leases
approximate their fair values, as interest approximates market rates.

(l) Concentration of Credit Risk:

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable.
The Company from time to time may maintain cash balances, which exceed the Federal Depository Insurance Coverage limit. The Company
performs periodic reviews of the relative credit rating of its bank to lower its risk. Concentrations of credit risk with respect to accounts
receivable are limited because a number of geographically diverse customers make up the Company‘s customer base, thus spreading the trade
credit risk.

(m) Property and Equipment and Depreciation:

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements,
maintenance, and repairs are charged to expense as incurred. When property and equipment are disposed of, the cost and accumulated
depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period.
Depreciation is provided for over the estimated useful lives of the related asset using the straight-line method. The estimated useful lives for
significant property and equipment categories are as follows:

Data processing equipment                                  3 to 5 years
Telecommunication equipment                                5 years
Purchased software                                         3 years

(n) Recently Issued Accounting Pronouncements Affecting The Company:

In May of 2010, ProText Mobility applied the provisions of ASC 470-50 ―Debtors Accounting for a Modification or Exchange of Debt
Instruments‖ when it modified the terms of its 10% and Bridge notes. The Company evaluated these transactions under ASC 470-50 to
determine if the modification was substantial and if extinguishment accounting should be applied. If the change in fair value of the conversion
option is less than 10% of the carrying value of the debt, (and the debt modification was not determined to be substantial) then ASC 470-20
applies. The Company evaluated the new debt instrument and applied debt conversion expense. (Note 4 and 5)


                                                                          F-12
The Company evaluates the new accounting provisions for guidance applicable to ProText Mobility, Inc. During the period, the Company does
not believe there are any new pronouncements that will materially impact the Company

Recent accounting pronouncements

Recent accounting pronouncements applicable to the Company are summarized below.

In January 2010, the FASB issued Accounting Standards Update No. 2010-06, "Fair Value Measurements and Disclosures (Topic 820) -
Improving Disclosures about Fair Value Measurements." This Update requires new disclosures regarding the amount of transfers in or out of
Levels 1 and 2 along with the reason for such transfers and also requires a greater level of disaggregation when disclosing valuation techniques
and inputs used in estimating Level 2 and Level 3 fair value measurements. This Update also includes conforming amendments to the guidance
on employers' disclosures about postretirement benefit plan assets. The disclosures will be required for reporting beginning in the first quarter
2010. Also, beginning with the first quarter 2011, the Standard requires additional categorization of items included in the rollforward of activity
for Level 3 inputs on a gross basis. Adoption of this standard will not have a material effect on the financial statements.

 Accounting Standards Update (―ASU‖) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures –
Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain
Revenue Arrangements that include Software Elements, and various other ASU‘s No. 2009-2 through ASU No. 2011-01 which contain
technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no
current applicability to the Company or their effect on the financial statements would not have been significant.

In March 2010, the FASB ratified the final consensus that offers an alternative method of revenue recognition for milestone payments. The
guidance states that an entity can make an accounting policy election to recognize a payment that is contingent upon the achievement of a
substantive milestone in its entirety in the period in which the milestone is achieved. The guidance will be effective for fiscal years, and interim
periods within those years, beginning on or after June 15, 2010 with early adoption permitted, provided that the revised guidance is applied
retrospectively to the beginning of the year of adoption. We have determined that the adoption of this guidance will not have a material effect
on our consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a
future date are not expected to have a material impact on the financial statements upon adoption.

NOTE 3 - STOCK COMPENSATION

The Company‘s 2004 Stock Plan (the ― 2004 Plan‖), which is shareholder approved, permits the grant of share options and shares to its
employees for up to 1,500,000 shares of Common Stock as stock compensation. All stock options under the 2004 Stock Plan are granted at the
fair market value of the Common Stock at the grant date. Employee stock options vest ratably over a three-year period and generally expire 5
years from the grant date.

The Company‘s 2009 Incentive Stock Plan, (the ―2009 Plan‖), which is Board of Director approved, permits the grant of share options and
shares to directors, executives and selected employees and consultants for up to 25,000,000 shares of Common Stock as stock
compensation. The Company filed the 2009 Incentive Stock Plan with the Securities and Exchange Commission on October 19, 2010. During
the fiscal year ended December 31, 2010, 83,332 shares of common stock have been issued to a consultant for services.


                                                                       F-13
Accounting for Employee Awards:

The Company adheres to the provisions of Share Based Compensation as defined in the FASB codification, topic ASC 718. The codification
focuses primarily on accounting for transactions in which an entity obtains employee services through share-based payment transactions. This
guidance requires an entity to measure the cost of employee services received in exchange for the award of equity instruments based on the fair
value of the award at the date of grant. The cost is recognized over the period during which an employee is required to provide services in
exchange for the award.

As a result of the adoption of the provision of Share Based Compensation, the Company's results for the years ended December 31, 2010and
2009 include share-based compensation expense for employees and board of directors totaled approximately $1,500,000 and $580,000,
respectively, which have been included in the general and administrative expenses line item in the accompanying consolidated statement of
operations. No income tax benefit has been recognized in the income statement for share-based compensation arrangements as the Company
has provided a 100% valuation allowance on its‘ net deferred tax asset. Stock option compensation expense is the estimated fair value of
options granted amortized on a straight-line basis over the requisite service period for the entire portion of the award. The Company has not
adjusted the expense by estimated forfeitures, as required for employee options, since the forfeiture rate based upon historical data was
determined to be immaterial.

During the years ended December 31, 2010 and 2009, the Company granted 9,520,056 and 7,910,844 (respectively) of options to employees,
consultants and board of directors. The options are exercisable at a range of $0.01 to $0.18 and have a five year term. As of December 31,
2010, 19,017,501 employee options have vested and the remaining 875,000 vest over the next year.

The fair value of options at the date of grant is estimated using the Black-Scholes option pricing model. During the years ended December 31,
2010 and 2009, the assumptions made in calculating the fair values of options are as follows:

                                                                                           For the Years Ended
                                                                                               December 31,
                                                                                        2010                   2009
              Expected term (in years)                                                     5                      5
              Expected volatilty                                                    100.25-105.63%        99.09%-100.00%
              Expected dividend yield                                                     0%                     0%
              Risk-free interest rate                                                2.45%-3.68%             2.51-3.85%

Accounting for Non-employee Awards:

The Company records its stock-based compensation expense in accordance with ASC 718-10, formerly SFAS 123R, ―Share Based Payment‖ to
its non-employee consultants for stock granted.

Stock compensation expense related to non-employee options was approximately $215,000 and $94,000 for the years ended December 31,
2010 and 2009, respectively. These amounts are included in the Consolidated Statements of Operations within the general and administrative
expenses line item.

During the years ended December 31, 2010 and 2009, the Company granted 2,598,214 and 5,400,000, respectively, of the options to
non-employees. The options are exercisable at a range of $0.08 to $0.30 and have a five year term. As of December 31, 2010, 9,347,588
non-employee options have vested and the remaining 3,233,333 options vest over a two year period.

The following table represents our stock options granted, exercised, and forfeited during the year ended December 31, 2010.


                                                                     F-14
                                                                                       Weighted          Weighted
                                                                                       Average           Average
                                                                                       Exercise         Remaining            Aggregate
                                                                    Number               Price          Contractual           Intrinsic
Stock Options                                                       of Shares          per Share          Term                 Value
Outstanding at December 31, 2008                                     13,438,158      $         0.24            2.4235    $                0
Granted                                                              13,310,844                0.12
Exercised                                                                      -                  -
Forfeited/expired                                                     (1,680,000 )             0.30
Outstanding at December 31, 2009                                     25,069,001      $         0.18            3.3829    $                0
Granted                                                              12,118,270                0.05
Exercised                                                             (1,061,000 )             0.09
Forfeited/expired                                                     (3,652,849 )             0.33
Outstanding at December 31, 2010                                     32,473,422      $         0.20            2.3029    $                0

Exercisable at December 31, 2010                                     28,365,089      $         0.11            2.9366    $                0

  Weighted average fair value of options
  Granted during the year                                       $           0.11


As of December 31, 2010, there was approximately $208,000 of unrecognized compensation cost, net of estimated forfeitures, related to
nonvested stock options, which is expected to be recognized over a weighted average period of approximately 1 year.

NOTE 4 - PROPERTY AND EQUIPMENT

The following is a summary of property and equipment, at cost less accumulated depreciation, at December 31:

                                                                                         2010         2009
Furniture and fixtures                                                               $      3,780 $      3,780
Data processing equipment                                                                 212,730      212,730
Telecommunication equipment                                                                21,262       21,262
Purchased software                                                                          2,395        2,395
                                                                                          240,167      240,167
Less: accumulated depreciation                                                           (225,520 )   (172,073 )
  Total property and equipment, net                                                  $     14,647 $     68,094


Depreciation charged to operations amounted to approximately $53,000 and $63,000 for the years ended December 31, 2010 and 2009,
respectively. Property and equipment include gross assets acquired under capital leases of approximately $108,000 at December 31, 2010 and
2009, respectively. Capital leases are included as a component of data processing equipment. Amortization of assets under capital leases is
included in depreciation expense.

NOTE 5 - NOTE PAYABLE - EQUIPMENT

On July 12, 2006, the Company entered into a secured loan agreement with GE Commercial Finance for the purchase of $21,262 of
communications equipment related to the Company‘s corporate office space. This loan has a five-year term with monthly payments of
approximately $400 including interest at the rate of 8.15% per annum and is secured by the equipment purchased. The outstanding balance at
December 31, 2010 and 2009 was approximately $3,000 and $8,000 respectively, of which approximately $3,000 and $4,000 is included in
current liabilities. Future principal payments under the secured loan payable as of December 31, 2010 for the next year is approximately
$3,000.


                                                                     F-15
NOTE 6 - OBLIGATIONS UNDER CAPITAL LEASE

On July 17, 2006 the Company entered into an equipment lease agreement with Citicorp Vendor Finance for the purchase of $87,098 of
computer equipment related to the Company‘s products. The lease has a five-year term and a $1 purchase option. In January 2009, the
Company prepaid the Citicorp Vendor Finance lease for servers for $50,000 in lieu of the remaining payments totaling $65,125.

On September 16, 2007 the Company entered into an equipment lease agreement with GE Capital for the purchase of $71,914 of computer
equipment. The lease has a three-year term and a $1 purchase option. The Company is accounting for this obligation as a capital lease. Assets
and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair market value of the
asset. The assets are depreciated over their related estimated useful lives.

On February 28, 2008 the Company entered into an equipment lease agreement with GE Capital for the purchase of $36,312 of computer
equipment. The lease has a three-year term and a $1 purchase option. The Company is accounting for this obligation as a capital lease. Assets
and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair market value of the
asset. The assets are depreciated over their estimated useful lives.

Depreciation for assets under capital leases for the years ended December 31, 2009 and 2008 amounted to approximately $30,000 and $7,000,
respectively, and is included in depreciation expense.

The following is a summary of assets held under capital leases at December 31, 2009 and 2008:

                                                                               December 31,        December 31,
                                                                                  2010                2009
Data processing equipment, server and routers                                $       108,226     $      108,226
Less: Accumulated depreciation                                                      (106,209 )          ( 76,126 )
                                                                             $         2,017     $        32,100


The minimum future lease payments under the capital lease and the equipment loan for the next year is approximately $2,000.

NOTE 7-       10% CONVERTIBLE NOTES PAYABLE

In May of 2010, the Company sent each noteholder an inducement letter which (i) offered to lower their conversion from $0.40 to $0.14 per
share or (ii) exchange their existing note for a new note with the same principal and interest terms to extend the maturity date by nine
months. In exchange for the new note, each noteholder would receive one restricted share of the Company‘s common stock and one warrant
(with a $0.35 exercise price and one year term) for each one dollar of principal outstanding.

During the fiscal year ended December 31, 2010 the Company exchanged $41,596 of principal, issuing 41,596 of the Company‘s restricted
common stock and 41,596 warrants (at an exercise price of $0.35 with a one year term). The new note is a nine month note with interest
calculated at 10% per annum paid in stock on a quarterly basis. The note is senior to any cash distributions to the Company‘s primary investor
and has mandatory principal repayment terms when and if options and warrants are exercised and the Company receives the cash proceeds.

During the fiscal year ended December 31, 2010, the Company‘s 10% Noteholders converted approximately $120,000 of their principal
balances and received 855,703 shares of common stock. The Company applied the accounting per ASC 470-20, when conversion prices are
lowered to induce conversion and recorded debt conversion expense totaling approximately $64,000 as a result of the decrease in the
conversion price from $0.40 to $0.14. The offset of the conversion was to additional paid in capital.


                                                                      F-16
During the fiscal year ended December 31, 2009 the Company repaid a total of approximately $191,000 of the outstanding principal to the 10%
convertible note holders. Of the total repaid, the Company settled in principal note of $300,000 for $150,000 in cash and recorded a gain on
extinguishment of debt of $150,000. In addition, the Company converted principal totaling approximately $93,000 and accrued interest of
approximately $3,000 into 794,636 shares of common stock at conversion rates between $0.10 and $0.16. For the year ended December 31,
2009 the Company recorded interest expense as a result of the modification of debt (due to lower conversion price) for 10% convertible notes
totaling approximately $67,000.

As of December 31, 2010 the remaining 10% convertible notes outstanding were in default. The default provision requires an additional 2%
interest per annum until the loans are repaid or converted. The 2% default penalty totaled approximately $3,100 and $10,000 for years ended
December 31, 2010 and 2009, respectively and is included in interest expense on the consolidated statement of operations and in accrued
expenses on the consolidated balance sheet as of December 31, 2010 and 2009, respectively.

As reflected on the balance sheets, the value of the 10% convertible notes at December 31, 2010 and December 31, 2009 amounted to
approximately $114,000 and $234,000, respectively and are classified as current due to the fact that they are in default for the non payment by
the maturity date.

NOTE 8 – BRIDGE NOTES PAYABLE

Convertible Bridge Notes Payable:

2010
In May of 2010, the Company sent each noteholder an inducement letter which (i) offered to lower their conversion from $0.15 to $0.14 per
share of principal and to lower the accrued interest from $0.14 to $0.12 or (ii) exchange their existing note for a new note with the same
principal and interest terms to extend the maturity date by nine months. In exchange for the new note, each noteholder would receive one
restricted share of the Company‘s common stock and one warrant (with a $0.35 exercise price and one year term) for each one dollar of
principal outstanding.

During the fiscal year ended December 31, 2010 convertible note holders converted approximately $376,000 of their principal balance and
approximately $203,000 of their accrued interest into 3,928,571 and 1,689,520 shares, respectively of the Company‘s common stock. In
accordance with ASC 470-20, the Company applied the guidance for debt inducement, and recorded an expense for the debt modification of
approximately $212,000 as a result of the decrease in the conversion price.

In addition, during the fiscal year ended December 31, 2010 the Company exchanged approximately $1,100,000 of principal bridge notes
payable (which includes non convertible loans that exchanged their loans for convertible loans (of approximately $113,000 of principal) and
issued 1,066,366 of the Company‘s restricted common stock and 1,066,366 of warrants (at an exercise price of $0.35) with a one year
term. The new notes are for nine months and interest is calculated at 10% per annum, payable quarterly in stock. For the year ended December
31, 2010 interest expense totaled approximately $108,000 which is accrued on the accompanying consolidated balance sheet. The notes are
convertible at any time at $0.14 and carry mandatory principal repayments when options or warrants are exercised and the company receives
cash proceeds.

The Company evaluated the extension event under ASC 470-50 “Debtor’s Accounting for a Modification or Exchange of Debt Instruments” to
determine if the modification was substantial. Because the change in fair value of the conversion option was less than 10% of the carrying
value of the debt, the debt modification determined not to be substantial and as a result, no gain or loss was recorded.

The Company received approximately $645,000 in new bridge notes during the year ended December 31, 2010 issuing 1,290,250 of restricted
common shares, recording a discount of approximately $466,000. During the year ended December 31, 2010 the Company repaid
approximately $645,000 to bridge note holders.


                                                                     F-17
The Company recorded amortization expense totaling approximately $679,000 for the year ended December 31, 2010 related to bridge note
holders.

In March of 2011, bridge noteholders converted approximately $1,116,000 of principal and $104,000 in accrued interest into 9,079,353 shares
of the Company‘s common stock.

2009

On November 7, 2007 the Company began a private placement was terminated in December of 2007, and the Company received gross
proceeds of $300,000. These notes are payable the earlier of August 15, 2008 or when the Company raises $1,000,000 in its next qualified
financing as defined. The notes bear interest at a rate of 10% per annum, payable at the end of the term. The principal amounts of the notes are
convertible into the Company‘s common stock by the holder, at any time prior to the repayment of the principal, at the rate of $0.15 per share.
In October of 2009, the Company repaid approximately $20,000 towards the principal balance of these notes. As of December 31, 2009, the
total of approximately $280,000, of principal and accrued interest of approximately $64,000 is outstanding.

During 2008, the Company issued 10% short term promissory notes to accredited investors. These notes have maturity dates ranging from a
period of three months to twelve months, bear interest at a rate of 10% per annum, payable at the end of the term. The Company raised a total
of $905,000 from these promissory notes for the year ended December 31, 2008 and issued 1,715,000 restricted shares of the Company‘s
common stock to the note holders. The principal amounts of the notes are convertible into the Company‘s common stock by the holder, at any
time prior to the repayment of the principal, at rates ranging from $0.14 to $0.20 per share. These shares were valued at the fair market value on
the date of each note. As a result of the issuance of these convertible notes and related restricted shares and warrants, the Company recorded a
total discount of approximately $290,000 with a corresponding credit to common stock and additional paid in capital. The discount is accreted
over the term of the note using the straight line method. For the year ended December 31, 2009, the Company amortized a total of
approximately $59,000 of the discount.

During the year ended December 31, 2009 the Company repaid approximately $164,000 of principal and converted a total of accrued interest
and principal of approximating $223,000 ($200,000 was principal) into 1,591,667 shares of common stock of the Company. For the year ended
December 31, 2009 the Company recorded interest expense as a result of the modification of debt (due to a lower conversion price) of
approximately $67,000.

During 2009, the Company issued 10% short term promissory notes to accredited investors. These notes have maturity dates ranging from a
period of nine months to eighteen months, bear interest at a rate of 10% per annum, payable at the end of the term. The Company raised a total
of $1,300,000 from these promissory notes for the year ended December 31, 2009 and issued 2,530,000 restricted shares of the Company‘s
common stock to the note holders. The principal amounts of the notes are convertible into the Company‘s common stock by the holder, at any
time prior to the repayment of the principal, at rates ranging from $0.14 to $0.15 per share. These shares were valued at the fair market value on
the date of each note. As a result of the issuance of these convertible notes and related restricted shares and warrants, the Company recorded a
total discount of approximately $674,000 with a corresponding credit to common stock and additional paid in capital. The discount is accreted
over the term of the note using the straight line method. For the year ended December 31, 2009, the Company amortized a total of
approximately $562,000 of the discount. In July 2009, the Company issued 1,071,429 shares of restricted common stock for converting
$150,000 of principal at $0.14. In 2009, the Company repaid approximately $92,000 of the principal portion of these notes.

Non Convertible Bridge Notes Payable:

On October 4, 2007, the Company issued a short term promissory note in the principal amount of $150,000. This note was payable on
September 30, 2008 and bears an interest rate equal to the prime rate plus three percent, 6.25% per annum and is payable at the end of the
term. During the year ended December 31, 2009, the Company repaid approximately $25,000 of this note. As of December 31, 2010 and 2009
the total of approximately $125,000 of principal and accrued interest of approximately $45,000 and $27,000, respectively is outstanding and
currently in default for non payment of principal on maturity date.


                                                                      F-18
In March of 2011, the entire principal balance of the note and accrued interest was converted into common stock of the Company.

NOTE 9 - DUE TO STOCKHOLDER

At December 31, 2010 and 2009, the Company was indebted to its former CEO, William Bozsnyak, in the amounts of approximately $29,000
and $44,000, respectively, for working capital advances made to the Company. In accordance with Mr. Bozsnyak‘s separation agreement dated
February 2009, in the fiscal year ended December 31, 2009, the Company repaid approximately $15,000 of the loan previously made for
working capital advances. For the years ended December 31, 2010 and 2009, interest expense was charged in the amounts of $0 and
approximately $1,000, respectively. The interest rate used in this calculation is 5.5% at December 31, 2009 and was the same interest rate paid
to the Company‘s short term lender under the revolving line of credit. At December 31, 2010 and 2009, approximately $164,000 in accrued
interest was due to Mr. Bozsnyak, respectively.

At December 31, 2010 and 2009, approximately $3,000 and $100,000, respectively, was owed for unpaid salaries and accrued vacation to Mr.
Bozsnyak. During the year ended December 31, 2009, the Company repaid approximately $97,000 of unpaid salaries to Mr. Bozsnyak, which
was repaid in accordance with his February 2009 separation agreement.

Subsequent to December 31, 2010, the Company settled all outstanding liabilities with Mr. Bozsnyak in exchange for 1,200,000 shares of
common stock.

NOTE 10 – ECONOMIC DEPENDENCY

The Company sold its products via the internet in the current year and for fiscal year 2009. There was no customer that accounted for more
than 10% of the sales for the fiscal years ended December 31, 2010 and 2009.

NOTE 11 - INCOME TAXES

The tax effect of the temporary differences that give rise to deferred tax assets are presented below:

                                                                                                  December 31,
                                                                                              2010             2009

Deferred Tax Assets:
 Net Operating Losses                                                                 $         8,671,000     $    7,505,000
 Option Expense                                                                                 2,310,000          1,687,000
 Other                                                                                           (131,000 )         (104,000 )
Valuation Allowances                                                                          (10,850,000 )       (9,088,000 )

Net Deferred Tax Asset                                                                $                  -    $             -


At December 31, 2010 and 2009, a 100% valuation allowance was recorded to reduce the Company‘s net deferred tax asset to $0. The
Company could not determine that it was more likely than not that the deferred tax asset resulting from net operating loss carryforwards would
be realized.

The Company has generated net operating loss carryforwards aggregating approximately $22,200,000 at December 31, 2010 for federal and
state income tax purposes. These carryforwards are available to offset future taxable income and expire at various dates through 2030.

A reconciliation of the difference between the expected tax rate using the statutory federal tax rate (34%) and the Company‘s effective tax rate
is as follows:

                                                                                                    December 31,
                                                                                               2010              2009
U.S federal income tax at statutory rate                                                  $    (1,931,000 ) $ (1,524,000 )
State income tax, net of federal income tax benefit                                              (284,000 )       (224,000 )
Non cash interest                                                                                  10,000          121,000
Beneficial conversion feature                                                                     267,000          216,000
Other permanent differences                                                                        70,000            8,000
Valuation tax asset allowance                                                                   1,868,000        1,403,000
Effective tax rate          $   -   $   -



                     F-19
NOTE 12 - EQUITY TRANSACTIONS

(a) Preferred Stock:

The Company is authorized to issue up to 25,000,000 shares of preferred stock. Currently, we have designated 1,526,718 shares of Series A 7%
Cumulative Convertible Preferred Stock, or Series A Preferred Stock and 1,000,000 shares of Series B Preferred Stock.

The holders of outstanding shares of Series A Preferred Stock are entitled to receive, in any fiscal year, when, if and as declared by the Board
of Directors, out of any assets at the time legally available, dividends on a pro rata basis in cash at the rate of 7% per annum on the stated value
of $2.62 per share. Each holder of shares of Series A Preferred Stock shall have the right, at any time and from time to time, to convert some or
all such shares into fully paid and non-assessable shares of common stock at the rate of 10 shares of common stock for every one share of
Series A Preferred Stock. In the fourth quarter of 2010, a shareholder converted 631,375 shares of Series A into 6,313,750 shares of common
stock.

On July 29, 2009, the Company and Rock Island Capital, LLC (―Rock Island‖) entered into a Series B Convertible Preferred Stock Purchase
Agreement, as amended on September 9, 2009 (the ―Agreement‖). Pursuant to the Agreement, the Company has sold to assignees of Rock
Island an initial tranche of $2,000,000 of its Series B Convertible Preferred Stock (220,022 shares), in the aggregate, at a purchase price per
share of $9.09, and has issued to such assignees Warrants to purchase 22,002,200 shares of the Company‘s Common Stock, in the aggregate, at
an exercise price of $0.15 per share. Each share of Series B Convertible Preferred Stock is convertible into 100 shares of the Company‘s
Common Stock at the sole discretion of the holder. Pursuant to the Agreement, Rock Island may designate one member for service on the
Company‘s board of directors. Under the terms of the Agreement, Rock Island and its assignees could, at their discretion, purchase additional
shares of Series B Convertible Preferred Stock and Warrants in two additional tranches of $2,000,000 and $1,000,000 payable on or before
December 2, 2009, and January 8, 2010, respectively.

For the year ended December 31, 2009 the Company recorded the beneficial conversion feature and the warrant associated with such
investment as a deemed preferred dividend of $2,000,000 with a corresponding credit to additional paid in capital. In connection with the
Stock Purchase Agreement and Certificate of Designation, the Preferred B stockholders were entitled to a quarterly dividend paid in common
stock.

On March 4, 2010, ProText Mobility, Inc. (the ―Company‖) entered into Amendment No. 2 (―Amendment No. 2‖) to the Series B Convertible
Preferred Stock Purchase Agreement, dated July 29, 2009, as amended by Amendment No. 1 to the Series B Convertible Preferred Stock
Purchase Agreement, with Rock Island Capital, LLC (the ―Purchaser‖), dated September 4, 2009 (as amended, the ―Purchase
Agreement‖). Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchaser, in tranches (with the last tranche to occur
within approximately 60 days from execution of Amendment No. 2), an aggregate of 550,055 shares of Series B Preferred Stock (of which
220,022 shares were sold prior to execution of Amendment No.2) for an aggregate purchase price of $5,000,000 (of which $2,000,000 was sold
prior to execution of Amendment No. 2). In addition, the Company agreed to issue to the Purchaser five-year warrants to purchase 50,000,000
shares at an exercise price of $0.03, exercisable on a cashless basis, and 50,000,000 shares at an exercise price of $0.06, not exercisable on a
cashless basis, in tranches pro rata with the sale of the Series B Preferred Stock. The exercise price of the warrants not exercisable on a cashless
basis shall be reduced to $0.03 if the closing price of the Company‘s common stock has a volume weighted average price of less than $0.06 for
a 30-day period during the term of such warrants. The Company also agreed to issue to the Purchaser 45,000,000 shares of common stock (the
―Additional Shares‖), in tranches pro rata with the sale of the Series B Preferred Stock. As amended by Amendment No. 3, the Purchaser may
terminate the Purchase Agreement upon 10 days‘ written notice, in which event the Purchaser shall not be obligated to make any additional
purchases under the Purchase Agreement.


                                                                       F-20
In connection with the Purchase Agreement, the Company filed an Amended and Restated Certificate of Designation of Series B Preferred
Stock (the ―Certificate of Designation‖) filed with the State of Delaware on June 5, 2010.

In accordance with the accounting guidance for modifications, for Amendment No. 2, the Company recorded approximately $2,024,000 as a
deemed preferred dividend relating to warrant modification with a corresponding credit to additional paid in capital. The Company recorded
$1,980,000 as a deemed preferred dividend relating to issuance of common stock with a corresponding credit to additional paid in capital.

In accordance with the agreement, dividends payable in common stock amounting to 1,617,578 shares were issued for the year ended
December 31, 2010.

On July 29, 2010 the Company entered into Amendment No. 4 to the Stock Purchase Agreement of its Series B Convertible Preferred Stock
with Rock Island Capital LLC whereby it amended the termination clause to remove the penalties and the termination payment fee.

On October 19, 2010 the Company entered into Amendment No. 5 to the Stock Purchase Agreement of its Series B Convertible Preferred
Stock with Rock Island Capital LLC (―Purchaser‖) whereby the Purchaser agreed to purchase from the Company, and the Company agreed to
sell to the Purchaser, up to 192,500 units, with each unit consisting of (i) one share of Series B Preferred Stock, (ii) 81.818181 shares of the
Company‘s common stock and (iii) five-year warrants to purchase 181.818181 shares of the Company‘s common stock at an exercise price of
$0.01 (which may be exercised on a cashless basis), for a purchase price of $9.0909 per unit. The units will be sold in installments of at least
$100,000 each on before the 30 th day following the prior payment, with the first installment due on or before the thirtieth day following the
final payment of the aggregate purchase price under the Agreement. In the event that the Purchaser shall fail to timely pay any installment and
does not notify the Company in writing at least five days prior to such installment due date (upon which notice the Purchaser shall be granted a
7-day extension), the Company may, from and after the expiration of any and all applicable cure periods, terminate the Agreement, and the
Company shall have no right to pursue any other remedy against Purchaser.

             The warrants issued or issuable under the Agreement shall be exercisable on a cashless basis.

             On October 20, 2010, the Company filed an Amended and Restated Certificate of Designation of Series B Preferred Stock,
              pursuant to which:

                 Pursuant to the commitment of the additional financing of $1,750,000, the number of shares of authorized Series B Preferred
                  Stock was increased from 550,055 to 1,000,000;

                 Pursuant to the commitment of the additional financing of $1,750,000, the ―Special Dividend Amount‖ payable to the
                  holders of Series B Preferred Stock was increased from $2,500,000 to $3,375,000;and

                 The holders of Series B Preferred Stock shall be entitled to cumulative dividends at a rate of 10% per annum, compounded
                  annually and payable in cash upon conversion of the Series B Preferred Stock into shares of common stock or upon such
                  other date as determined by the Board of Directors of the Company.

In accordance with the accounting guidance for modifications, for Amendment No. 5, the Company recorded approximately $760,000 as a
deemed preferred dividend relating to warrant modification with a corresponding credit to additional paid in capital.

For the year ended December 31, 2010, the Company received $2,650,000 from the sale of Series B Convertible Preferred Stock, and issued an
additional 291,529 preferred B shares. The Company recorded the beneficial conversion feature and the warrant associated with such
investment as a deemed preferred dividend of $2,650,000 with a corresponding credit to additional paid in capital In accordance with
Amendment No. 5, the Company has accrued dividends payable amounting to approximately $91,000 at December 31, 2010 which is included
in the accompanying consolidated balance sheet.

(b)   Common Stock:

Common Stock:

Payment of Interest
For the years ended December 31, 2010 and 2009, the Company issued 215,908 shares (valued at approximately $24,000) and 675,795 shares
(valued at approximately $80,000) respectively of the Company‘s common stock as payment for interest due on the Company‘s 10%
convertible notes.
F-21
Bridge Notes Issued
During the years ended December 31, 2010 and 2009, the Company issued 2,443,183 and 2,830,000 shares (valued at approximately
$1,108,000 and $267,000) respectively, of the Company‘s restricted common stock in connection with the issuance of promissory notes
amounting to approximately $645,000 and $1,600,000 for the same fiscal years.

Services Rendered
The Company issued 738,717 shares (valued at approximately $71,000) and 120,000 shares (valued at approximately $21,000) for the years
ended December 31, 2010 and 2009 respectively of the Company‘s restricted common stock as payment for services and compensation.
The Company issued 1,170,638 shares (valued at approximately $108,000) for the year ended December 31, 2010 of the Company‘s restricted
common stock as payment for services to the Board of Directors.

Legal Settlements
In October of 2010, the Company reached a settlement with a plaintiff (as more fully described in the legal footnote below) resulting in an
additional 527,175 shares for interest accrued from October 23, 2008 until settlement date.

Also in October of 2010, the Company issued 775,000 shares (valued at approximately $70,000) in connection with a separation agreement
from a former employee. In February of 2010, the Company issued a $5,000 cash payment and 800,000 shares of the Company‘s common
stock valued at $72,000 to a former consulting company under the terms of a settlement agreement.

In August of 2009, the Company issued 500,000 shares of restricted common stock as part of an amendment to a settlement agreement with the
Company‘s former President. In consideration for accelerating the remaining payments of $95,000, the Company and Mr. Carrizzo settled for
a lump sum cash payment of $50,000 and 500,000 restricted shares of common stock, valued at $45,000.

Extinguishment of Accounts Payable
During the year ended December 31, 2010 the Company issued 100,000 shares (valued at $14,000) of its common stock in lieu of an account
payable of $17,500. The resulting gain of $3,500 is included within the gain on extinguishment of liabilities line item in the accompanying
consolidated statement of operations.

Option and Warrant Exercises
During the year ended December 31, 2010 the Company issued 2,012,615 shares of common stock as a result of cashless exercises of
1,511,000 options and 1,941,667 warrants. The Company issued 24,000 shares of common stock for the year ended December 31, 2009, in
connection with warrants exercised.

Debt Conversion of Interest
During the year ended December 31, 2010, the Company issued 1,906,152 shares of its common stock as a result of converting approximately
$229,000 of accrued interest on the bridge note holders and recorded debt conversion expense of approximately $53,000 which is included in
the debt conversion expense line item in the accompanying statement of operations.

Debt Conversion
In connection with the inducement letter issued to noteholders in May of 2010, during the year ended December 31, 2010, the Company issued
855,703 and 1,398,319 shares of its common stock for approximately $120,000 and $196,000 of the 10% and Bridge notes, respectively and
recorded debt conversion expense of approximately $109,000 which is included in the debt conversion expense line item in the accompanying
statement of operations.

During the year ended December 31, 2009 the Company issued 766,237 and 2,500,000 shares of the Company‘s common stock in connection
with the conversion of approximately $93,000 and $350,000 of the Company‘s 10% convertible notes payable and bridge note holders,
respectively.


                                                                     F-22
Debt Exchange
Due to the exchange of debt instruments in the fiscal year ending December 31, 2010, the Company issued 1,107,935 shares of its restricted
common stock to the 10% and Bridge note holders.

Bridge NoteHolder Settlement
In December of 2010, one of the Company‘s board members paid approximately $445,000 directly to bridge noteholders (the Company has a
bridge note payable recorded as of December 31, 2010 to the board member for the same amount). In connection with this settlement, the
Company issued 2,750,000 shares of common stock for the remaining principal and interest totaling approximately $297,000. As a result of
the lower conversion rate, the Company recorded approximately $111,000 of debt conversion expense which is included in the accompanying
consolidated statement of operations.

Issuance of Common Stock as a Result of Sale of Securities
During the year ended December 31, 2010 the Company issued 2,750,899 shares of common stock as a dividend payable on Preferred Stock B
for the quarter ended December 31, 2009, and for the period January 1, 2010 through October 19, 2010 (through the date of Amendment No.
5). In connection with Amendment No. 2 to the Series B Convertible Preferred Stock effective March 4, 2010 the Company issued the pro rata
portion of common stock amounting to 41,850,000 shares.

Conversion of Preferred A
In November of 2010, a shareholder converted 631,375 share of Preferred A into 6,313,750 shares of common stock.

(c ) Warrants :

2010

Effective June 9, 2009, the Company filed a Post Effective Amendment No. 4 to its Registration Statement on Form S-1 (―Post Effective
Amendment‖ to extend the terms to exercise the Class A Warrant from June 30, 2009 to June 30, 2010 and to extend the term of the Class B
Warrant from December 31, 2009 to June 30, 2010. On October 20, 2010 (the date the SEC deemed Amendment No. 5 to the S-1 effective),
these warrants were extended to June 30, 2011, however are not currently trading on the over the counter bulletin board, as no quote has been
made since they expired on June 30, 2010. The Company is working to have these securities quoted, however no assurances can be made that
they will be publically traded.

For the year ended December 31, 2010, in connection with Amendment No. 2 to the Series B Convertible Preferred Stock agreement, the
Company cancelled warrants issued in the fiscal year 2009 of 22,002.200 with an exercise price of $0.15. Pursuant to Amendment No. 2 which
was effective June 4, 2010, the Company issued 25,300,000 cashless warrants with an exercise price of $0.03 and term of five years, and
25,300,000 non cashless warrants with an exercise price of $0.06 and a five year term. As a result of this modification, the Company recorded
approximately $2,024,000 of a deemed dividend which is included in the accompanying consolidated statement of operations.

Pursuant to Amendment No. 2 to the Series B Convertible Preferred Stock agreement, when proceeds were received in the period ended
September 30, 2010, the Company issued 14,200,000 of cashless warrants with an exercise price of $0.03 and term of five years, and
14,200,000 non cashless warrants with an exercise price of $0.06 and a five year term.

Pursuant to Amendment No. 5 to the Series B Convertible Preferred Stock agreement effective October 19, 2010 (Note 8), all warrants were
changed to $0.01 cashless. In the fourth quarter ended December 31, 2010, the Company cancelled 42,500,000 of cashless warrants with an
exercise price of $0.03 and 42,500,000 of non cashless warrants with an exercise price of $0.06 and issued 85,000,000 cashless warrants with
an exercise price of $0.01. In this connection, the Company recorded approximately $775,000 as a deemed dividend related to warrant
modification with a corresponding credit to additional paid-in capital. The Company issued an additional 8,000,000 of cashless warrants with
an exercise price of $0.01 in the fourth quarter ended December 31, 2010.


                                                                     F-23
During the year ended December 31, 2010, the Company issued 1,107,935 warrants at an exercise price of $0.35 and a one year term in
connection with the debt exchange (Note 7 and 8). During the year ended December 31, 2010, 1,941,667 warrants were exercised on a net
cashless basis.

2009

During the year ended December 31, 2009, the Company issued warrants to purchase 1,325,000 shares of the Company‘s common stock in
connection with promissory notes issued and sales of its restricted common stock. All warrants have a three to five year term and are
exercisable at a range of $0.14 to $0.35 per share. The Company utilizes the Black-Scholes option-pricing model to calculated the fair value of
the warrants issued. A fair value of approximately $94,000 was determined for the year ended December 31, 2009 and expensed over the terms
of the warrant.

During the year ended December 31, 2009, the Company issued 2,200,000 warrants in connection with a consulting agreement, at an exercise
price of $0.15 per share and with an exercise period of 5 years. The Company utilizes the Black-Scholes option-pricing model to calculate the
fair value of the warrants issued. A fair value of $336,000 was determined and expensed as the warrants were fully vested upon issuance.

During the year ended December 31, 2009 the Company granted warrants in connection with employment agreements totaling 4,000,000
shares all at an exercisable price of $0.10 and for a five year term. The Company utilizes the Black-Scholes option-pricing model to calculate
the fair value of the warrants issued. A fair value of $360,000 was determined and expensed and included in the general and administrative line
item in the accompanying consolidated statement of operations as the warrants were fully vested upon issuance.

                                                                                                           Weighted
                                                                                                           Average
                                                                                        Common             Exercise
                                                                                         Shares             Price
Outstanding at December 31, 2008                                                          11,878,084     $        0.22
Issued                                                                                    31,290,097              0.14
Exercised                                                                                          -                 -
Expired                                                                                            -                 -
Outstanding at December 31, 2009                                                          43,168,181     $        0.16

Issued                                                                                    94,107,836               0.01
Exercised                                                                                 (1,941,667 )             0.03
Expired                                                                                     (311,500 )             0.46
Cancelled                                                                                (22,002,200 )             0.15
Outstanding at December 31, 2010                                                         113,020,650     $         0.04


NOTE 13 - COMMITMENTS AND CONTINGENCIES

               (a) Legal Proceedings

Freifeld

On or about November 2008, the plaintiffs, Freifelds brought an action against the Company seeking summary judgment in lieu of complaint
on two debt conversions. The plaintiffs converted their notes and received the Company‘s stock certificates in November 2008. Subsequently,
the plaintiffs brought suit, requesting repayment of their converted notes. The Company has retained legal counsel and has filed pre-answer
motion for summary judgment for the Company. The Plaintiffs have moved for summary judgment in lieu of a complaint and we cross-moved
for summary judgment. The Court has indicated that it is going to set the matter down for an evidentiary hearing. On October 20, 2010, the
Company reached a settlement with the plaintiff resulting in an additional 527,175 shares for interest accrued from October 23, 2008 until
settlement date.


                                                                     F-24
Attorney General Inquiry

On or about September 24, 2009, the Company received a subpoena duces tecum from the Attorney General‘s Office of the State of New York
that seeks documents and information related to the PULSE. As disclosed in the Company‘s 8-K filed on September 17, 2010, the Company
entered into an Assurance of Discontinuance Pursuant to Executive Law §63(15) (the ―Assurance‖) with the Office of the Attorney General of
the State of New York (the ―OAG‖). The Company neither admits nor denies the findings of the OAG, made in connection with the OAG‘s
inquiry relating to the Company‘s discontinued ―PULSE‖ project. Pursuant to the Assurance of Discontinuance, (i) the Company is
permanently enjoined from using or selling the PULSE product. (The Company had voluntarily ceased marketing the PULSE product shortly
after the commencement of the OAG‘s inquiry; (ii) the Company will pay $100,000 to the OAG in disgorgement, penalties, and costs; and (iii)
the OAG will discontinue its investigation of the ―PULSE‖ project. The Company paid $100,000 in the fiscal year ended December 31, 2010.

Federal Trade Commission Civil Investigative Demand

On or about December 16, 2009, the Company received a Civil Investigative Inquiry from the Federal Trade Commission (―FTC‖) related to
PULSE. In October of 2010, the Company entered into a Final Order for Permanent Injunction and Other Equitable Relief in settlement of the
FTC‘s allegations. Pursuant to the Order, the Company is permanently enjoined from using or selling the PULSE product (which the Company
had voluntarily ceased marketing the PULSE product shortly after the commencement of the FTC‘s inquiry) and to destroy an information
collected from PULSE. There was no monetary settlement.

Almut Von Biedermann
On May 10, 2010, the Company was served with an action from Ms. Von Biederman for breach of contract seeking damages in excess of
$75,000. The Company is currently in mediation proceedings, and has accrued $20,000 of prior consulting fees due to Ms. Von Biedermann.

               (b) Leases

The Company signed an operating lease beginning July 31, 2006 for its corporate office space located in Syosset, New York. The lease has a
term of five years and two months and expires on September 30, 2011. In the fiscal year ended December 31, 2009 the Company settled on a
previous office lease in Massachusetts. As a result a security deposit of $4,000 and approximately $13,000 of rent expense was reversed and
recorded as a gain on extinguishment of a liability. The future minimum rental payments required under the lease agreement for the fiscal year
ended December 31, 2011 is approximately $44,000.

Rent expense was approximately $60,000 and $50,000 for the years ended December 31, 2010 and 2009, respectively.

NOTE 14 - SUBSEQUENT EVENTS

Between January and March 9, 2011, the Company, through a private sale, issued 2,499,999 shares of its restricted common stock for total
proceeds of approximately $212,000.

In March of 2011, the Company received $100,000 and issued a promissory note.

In March of 2011, the Company settled all outstanding liabilities with Mr. Bozsnyak in exchange for 1,200,000 shares of common stock.

In March of 2011, bridge noteholders converted approximately $1,116,000 of principal and $104,000 in accrued interest into 9,079,353 shares
of the Company‘s common stock.


                                                                     F-25
                                            PROTEXT MOBILITY, INC. AND SUBSIDIARIES

                                                  CONSOLIDATED BALANCE SHEETS

                                                                 ASSETS

                                                                                                           June 30,          December 31,
                                                                                                             2011               2010
                                                                                                         (Unaudited)          (Audited)
Current assets:
 Cash                                                                                                $          2,397    $          60,209
 Prepaid expenses                                                                                              15,268               12,130
    Total current assets                                                                                       17,665               72,339

Property and equipment - net                                                                                     1,398              14,647

Other assets:
  Capitalized software costs, less accumulated amortization of $156,355 and $112,250, respectively            241,127              161,931
  Website development costs, less accumulated amortization of of $2,916 and $21,250, respectively              27,084               38,750
  Security deposit                                                                                              9,454                9,454
    Total other assets                                                                                        277,665              210,135

    Total assets                                                                                     $        296,728    $         297,121


                                          See notes to consolidated unaudited financial statements


                                                                    F-26
                                                PROTEXT MOBILITY, INC. AND SUBSIDIARIES

                                               CONSOLIDATED BALANCE SHEETS (Continued)

                                                 LIABILITIES AND STOCKHOLDERS' DEFICIT

                                                                                                               June 30,             December 31,
                                                                                                                 2011                  2010
                                                                                                             (Unaudited)             (Audited)
Current liabilities:
 Current portion of long term debt and capital leases                                                    $               -      $            6,002
 Current portion of 10% convertible notes payable                                                                  114,034                 114,034
 Convertible short term bridge notes payable, net of discount of $0 and $535,053 respectively                      660,125                 976,407
 Non convertible short term bridge notes payable                                                                         -                 124,790
 Due to stockholder                                                                                                      -                 195,686
 Accounts payable                                                                                                  476,472                 370,126
 Accrued expenses                                                                                                  271,230                 201,234
      Total current liabilities                                                                                  1,521,861               1,988,279

Other liabilities:
  Dividends payable                                                                                                324,632                  90,840
  Deferred rent                                                                                                      2,003                   3,849
       Total liabilities                                                                                         1,848,496               2,082,968

Stockholders' deficit
  Preferred stock - $.0001 par value, authorized - 25,000,000 shares;
    Series A Preferred stock - $.0001 par value, $2.62 liquidation value, 1,526,718 designated; issued
       and outstanding -164,805 and 269,862 respectively                                                                   16                   27
    Series B Preferred stock - $.0001 par value, $9.09 liquidation value, 1,000,000 designated; issued
       and outstanding -511,551                                                                                            51                   51
  Common stock - $.0001 par value, authorized - 400,000,000 shares;
    issued and outstanding -165,144,107 and 145,138,192 shares respectively                                         16,514                  14,514
  Additional paid-in capital                                                                                    43,348,562              40,926,795
  Accumulated deficit                                                                                          (44,916,911 )           (42,727,234 )
       Total stockholders' deficit                                                                              (1,551,768 )            (1,785,847 )

       Total liabilities and stockholders' deficit                                                       $         296,728      $         297,121


                                              See notes to consolidated unaudited financial statements


                                                                       F-27
                                             PROTEXT MOBILITY, INC. AND SUBSIDIARIES

                                       CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                                                    For the Six Months Ending June              For the Three Months Ended June
                                                                                  30,                                          30,
                                                                         2011              2010                      2011              2010

Revenues                                                        $             12,691     $       16,419     $            7,003     $         8,796

Cost of Sales:
 Commissions                                                                       -                224                      -                  28
 Amortization of Software Costs                                               44,105             67,474                 22,907              34,939
Cost of Sales                                                                 44,105             67,698                 22,907              34,967

Gross Loss                                                                 (31,414 )            (51,279 )              (15,904 )           (26,171 )

Operating expenses:
  Selling                                                                   15,233               27,150                  8,536               2,391
  Web site costs                                                            54,203               65,311                 26,455              34,323
  General and administrative                                             1,242,558            1,940,948                490,899           1,088,270
  Depreciation and amortization                                             16,165               37,548                  7,699              19,647
Total operating expenses                                                 1,328,159            2,070,957                533,589           1,144,631

Loss from operations                                                    (1,359,573 )         (2,122,236 )             (549,493 )        (1,170,802 )

Other (income) expenses:
  Interest                                                                  49,523             119,820                  19,464             57,230
  (Gain)/loss on extinguishment of liabilities                             (23,981 )            31,263                  11,258             31,263
  Other income                                                              (4,000 )                 -                       -                  -
  Write off of website costs                                                38,750                   -                       -                  -
  Debt conversion expense                                                      966             159,638                       -            159,638
  Amortization of note discounts                                           535,054             187,664                       -             73,199
Total other expenses                                                       596,312             498,385                  30,722            321,330

Net loss                                                                (1,955,885 )         (2,620,621 )             (580,215 )        (1,492,132 )

Common stock dividends to be issued for Series B Preferred
 Stock                                                                    (233,792 )            (90,430 )             (117,542 )           (55,430 )
Deemed preferred stock dividend related to warrant
 modification                                                                      -         (2,023,804 )                     -                   -
Deemed preferred stock dividend related to issuance of
 warrants and common stock                                                         -         (2,953,181 )                     -           (574,438 )

  Net loss applicable to common stock holders                   $       (2,189,677 )     $   (7,688,036 )   $         (697,757 )   $    (2,122,000 )


Per share data
  Loss per share - basic and diluted                            $              (0.01 )   $        (0.08 )   $            (0.00 )   $         (0.02 )

Weighted average number of shares outstanding- basic and
 diluted                                                               147,959,708           96,161,391            163,362,892         112,628,931


                                            See notes to consolidated unaudited financial statements


                                                                       F-28
                                              PROTEXT MOBILITY, INC. AND SUBSIDIARIES

                                        CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

                                                                                                        For the Six Months Ended June
                                                                                                                     30,
                                                                                                            2011              2010

Cash flows from operating activities:
  Net loss                                                                                              $   (1,955,885 )   $   (2,620,621 )
  Adjustments to reconcile net loss to net cash used in operating activities:
       Gain on extinguishment of debt                                                                         (23,981 )           31,263
       Debt modification expense                                                                                  966            159,638
       Write off of website development costs                                                                  38,750                  -
       Warrants/options issued for consulting services                                                         61,954            169,687
       Warrants/options issued to employees                                                                         -                  -
       Common stock issued for services                                                                       155,534             48,600
       Common stock issued for compensation                                                                   105,500                  -
       Stock issued for interest                                                                                6,842             14,796
       Compensatory element of stock options                                                                  220,379            632,381
       Depreciation                                                                                            13,249             30,049
       Amortization of software and website development costs                                                  47,021             74,974
       Amortization of discount related to debt                                                               535,054            187,664
Increase (decrease) in cash flows as a result of changes in asset and liability account balances:
       Accounts receivable                                                                                          -                 32
       Prepaid expenses and other assets                                                                       (3,138 )            5,031
       Deferred rent                                                                                           (1,846 )           (1,846 )
       Accounts payable and accrued expenses                                                                  375,936            163,935
       Due to stockholders                                                                                     (4,314 )                -
  Total adjustments                                                                                         1,527,906          1,516,204

Net cash used in operating activities                                                                        (427,979 )        (1,104,417 )

Cash flows from investing activities:
  Capitalized software costs                                                                                 (123,301 )           (89,044 )
  Capitalized website development costs                                                                        (5,000 )                 -
Net cash used in investing activities                                                                        (128,301 )           (89,044 )

                                             See notes to consolidated unaudited financial statements


                                                                       F-29
                                             PROTEXT MOBILITY, INC. AND SUBSIDIARIES

                                  CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)

                                                                                                            For the Six Months Ended
                                                                                                                     June 30,
                                                                                                              2011             2010

Cash flows from financing activities:
  Proceeds from sale of Preferred B securities                                                          $            -     $   1,300,000
  Proceeds from sale of common stock                                                                           337,500                 -
  Proceeds from exercise of stock options                                                                       26,970                 -
  Payments to stockholders                                                                                           -           (56,076 )
  Proceeds from bridge notes payable                                                                           170,000           200,000
  Payments of bridge notes payable                                                                             (30,000 )        (210,000 )
  Payments of note payable - equipment                                                                          (2,773 )               -
  Payments of 10% investor notes payable                                                                             -            (6,815 )
  Payments under capital lease                                                                                  (3,229 )         (22,267 )
Net cash provided by financing activities                                                                      498,468         1,204,842

Net (decrease) increase in cash                                                                                (57,812 )          11,381

Cash at beginning of period                                                                                     60,209            37,890

Cash at end of period                                                                                   $        2,397     $      49,271


Supplemental Schedules of Noncash Investing and Financing Activities:
Common stock issued in connection with settlement agreement                                             $       25,000     $      72,000

Common stock issued in connection with extinguishment of payable                                        $      267,033     $      14,000

Common stock issued as a result of debt conversion                                                      $    1,116,126     $    311,404

Common stock issued in lieu of accrued interest                                                         $      125,012     $    228,750

Restricted stock issued in connection to bridge loans                                                   $             -    $      31,438

 Debt discount related to restricted stock issued in connection to modification of debt instruments     $             -    $    154,054

Increase in fair value of embedded conversion feature recognized in connection with debt modification   $             -    $      26,653

Debt discount related to warrants granted in connection to bridge loans                                 $             -    $      38,795

Debt discount of beneficial conversion feature in relation to bridge loans                              $             -    $      15,121

Common stock dividends payable for Series B Preferred Stock                                             $      233,792     $            -

Common stock dividends issued for Series B Preferred Stock                                              $             -    $      90,430

Deemed preferred stock dividend related to warrant modification                                         $             -    $   2,023,804

  and common stock                                                                                      $             -    $   2,953,181


                                            See notes to consolidated unaudited financial statements


                                                                       F-30
                                       PROTEXT MOBILITY, INC. AND SUBSIDIARIES
                               NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
                                                    June 30, 2011

NOTE 1 - DESCRIPTION OF BUSINESS

The Company and Nature of Business

ProText Mobility Inc. (formerly known as EchoMetrix Inc. and SearchHelp, Inc) was incorporated in the State of Delaware on September 5,
2001 and completed its initial public offering on July 23, 2003. During the fiscal year ended December 31, 2008, the Company acquired 100%
of the stock of EchoMetrix, Inc, a wholly owned subsidiary, and in May of 2009 the Company filed a Certificate of Ownership and Merger
with the state of Delaware pursuant to which EchoMetrix was merged into the Company, and the Company's corporate name was changed from
SearchHelp, Inc. to EchoMetrix, Inc. In December of 2010, the Company formed a new Corporation (ProText Mobility, Inc) and filed a
Certificate of Ownership and Merger with the state of Delaware pursuant to which the Company‘s wholly owned subsidiary, ProText Mobility,
Inc., was merged into the Company, and the Company‘s name changed from Echo Metrix, Inc. to ProText Mobility, Inc.

Protext Mobility develops innovative products and solutions for the mobile communications market. As disclosed in public filings, the
Company has evolved from a software developer for personal computer (―PC‖) to products designed for the mobile industry. Our first
technology, FamilySafe Parental Controls continues to generate revenue for the Company. Going forward, the Company‘s mission is to
leverage our core intellectual property; namely, the ability to analyze and contextualize digital data streams and apply the results towards
high-growth markets, such as mobile communications and messaging. Our lead offering, SafeText is a premium service for mobile devices that
provides parents a solution to help manage their children‘s mobile communication activities.

Presentation of Interim Statements
The accompanying unaudited consolidated financial statements have been prepared, in accordance with accounting principles generally
accepted in the United States (―U.S. GAAP‖) and pursuant to the rules and regulations of the Securities and Exchange Commission (the
―SEC‖). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All
intercompany transactions have been eliminated in consolidation. These consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and footnotes included in the Company's Annual report, as amended on Form 10-K/A filed on
April 11, 2011. The results of the six months ended June 30, 2011 are not necessarily indicative of the results to be expected for the full year
ending December 31, 2011.

Going Concern
The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going
concern. As reflected in the unaudited consolidated financial statements, the Company incurred net losses of approximately $1,956,000 and
$2,621,000 for the six months ended June 30, 2011 and 2010, respectively. In addition, the Company had negative working capital of
approximately $1,504,000 and an accumulated deficit of approximately $44,917,000 at June 30, 2011. These matters raise substantial doubt
about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty. Management's efforts have been directed towards the development and implementation of a plan to
generate sufficient revenues to cover all of its present and future costs and expenses. This plan is to address mobile messaging market
opportunities with novel, comprehensive and robust solutions for the consumer and enterprise market. Overall, we see a unique opportunity to
add value to the text messaging market.

Our lead offering, SafeText, is a premium service for mobile devices that provide parents a solution to help manage their children‘s mobile
communications activities. SafeText is offered in two configurations; a device-based and a network-based solution as more fully described in
Management's Discussion and Analysis of Financial Condition and Results of Operations. If the Company does not generate sufficient
revenues from the sales of its products in an amount necessary to meet its cash needs, the Company will need additional financing to continue
to operate. There are no assurances that the Company can continue to successfully raise additional financing. As the Company increases sales
from its products and services, the Company expects to have cash flows from operations. For the six months ended June 30, 2011, the
Company raised through private placements of common stock and warrants and issuance of debt of approximately $508,000. In addition an
approximate total of $1,241,000 of the bridge notes payable and accrued interest have been converted into common stock for the six months
ended June 30, 2011.


                                                                       F-31
The accompanying unaudited consolidated financial statements have been prepared, in accordance with accounting principles generally
accepted in the United States (―U.S. GAAP‖) and pursuant to the rules and regulations of the Securities and Exchange Commission (the
―SEC‖). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All
intercompany transactions have been eliminated in consolidation. These consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and footnotes included in the Company's Annual report, as amended on Form 10-K/A filed on
April 11, 2011. The results of the six months ended June 30, 2011 are not necessarily indicative of the results to be expected for the full year
ending December 31, 2011.

NOTE 2 - SUMMARY OF SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES

(a) Earnings Per Share :

The Company utilizes the guidance per FASB Codification ―ASC 260 "Earnings Per Share". Basic earnings per share is calculated on the
weighted effect of all common shares issued and outstanding, and is calculated by dividing net income available to common stockholders by
the weighted average shares outstanding during the period. Diluted earnings per share, which is calculated by dividing net income available to
common stockholders by the weighted average number of common shares used in the basic earnings per share calculation, plus the number of
common shares that would be issued assuming conversion of all potentially dilutive securities outstanding, is not presented separately as it is
anti-dilutive. Such securities, shown below, presented on a common share equivalent basis and outstanding as of June 30, 2011 and 2010 have
been excluded from the per share computations:

                                                                                 For the Six Months Ended
                                                                                          June 30,
                                                                                   2011              2010
2004 Stock Plan Options                                                               230,000          230,000
Non ISO Stock Options                                                              31,204,900       25,791,922
Convertible Preferred Stock                                                        52,764,630       45,316,000
Convertible Notes Payable                                                           8,729,195       14,835,964
Warrants                                                                          107,025,589       87,172,317

(b) Software Development Costs:

Research and development costs are expensed as incurred. No research and development costs were incurred during the six months ended June
30, 2011 and 2010.

In accordance with the provisions of Accounting for the costs of computer software to be sold or otherwise marketed, software development
costs are subject to capitalization beginning when a product's technological feasibility has been established and ending when a product is
available for release to customers. For the six months ended June 30, 2011 and 2010, respectively, the Company capitalized approximately
$128,000 and $89,000, respectively of software and website development costs. The software costs are amortized on a straight line basis over
the estimated useful life of three years. Amortization expense for the six months ended June 30, 2011 and 2010 was approximately $44,000 and
$67,000 respectively.

(c) Revenue Recognition:

The Company recognizes revenues in accordance with authoritative guidance when services have been rendered, the sales price is determinable
and collectability is reasonably assured. Revenue from online Internet sales is recognized upon the settlement of credit card charges, typically
within three days of the sale.


                                                                       F-32
(d) Use of Estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

(e) Recent Accounting Pronouncements:

In March 2011, the SEC issued Staff Accounting Bulletin (SAB) 114. This SAB revises or rescinds portions of the interpretive guidance
included in the codification of the Staff Accounting Bulletin Series. This update is intended to make the relevant interpretive guidance
consistent with current authoritative accounting guidance issued as a part of the FASB‘s Codification. The principal changes involve revision
or removal of accounting guidance references and other conforming changes to ensure consistency of referencing through the SAB Series. The
effective date for SAB 114 is March 28, 2011. The adoption of the new guidance did not have a material impact on the Company‘s
consolidated audited financial statements.

In April 2011, the FASB issued ASU 2011-02, ―A Creditor‘s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.‖
The amendments in this ASU clarify the guidance on a creditor‘s evaluation of whether it has granted a concession to a debtor. They also
clarify the guidance on a creditor‘s evaluation of whether a debtor is experiencing financial difficulty. The amendments in this Update are
effective for the first interim or annual period beginning on or after June 15, 2011. Early adoption is permitted. Retrospective application to the
beginning of the annual period of adoption for modifications occurring on or after the beginning of the annual adoption period is required. As a
result of applying these amendments, an entity may identify receivables that are newly considered to be impaired. For purposes of measuring
impairment of those receivables, an entity should apply the amendments prospectively for the first interim or annual period beginning on or
after June 15, 2011. The Company is currently assessing the impact that ASU 2011-02 will have on its consolidated audited financial
statements.

In June 2011, the FASB issued ASU 2011-05, which is an update to Topic 220, ―Comprehensive Income‖. This update eliminates the option of
presenting the components of other comprehensive income as part of the statement of changes in stockholders‘ equity, requires consecutive
presentation of the statement of net income and other comprehensive income and requires reclassification adjustments from other
comprehensive income to net income to be shown on the financial statements. ASU 2011-05 is effective for all interim and annual reporting
periods beginning after December 15, 2011. ASU 2011-05 is not expected to have a material impact on the Company‘s financial position or
results of operation.

The Company evaluates the new accounting provisions for guidance applicable to ProText Mobility, Inc. During the period, the Company does
not believe there are any new pronouncements that will materially impact the Company.

(f) Long-Lived Assets

In accordance with FASB Codification Topic ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, we review long-lived assets for
impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. In
such circumstances, we will estimate the future cash flows expected to result from the use of the asset and its eventual disposition. Future cash
flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those inflows.
If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, we will
recognize an impairment loss to adjust to the fair value of the asset. In the six months ended June 30, 2011, the Company launched its new
website and accordingly wrote off the remaining value of the website costs that were capitalized with the prior website totaling approximately
$39,000 which is included in the accompanying consolidated statement of operations. There was no impairment for the six months ended June
30, 2010.


                                                                       F-33
NOTE 3 – STOCK COMPENSATION

The Company‘s 2004 Stock Plan (the ― 2004 Plan‖), which is shareholder approved, permits the grant of share options and shares to its
employees for up to 1,500,000 shares of Common Stock as stock compensation. All stock options under the 2004 Stock Plan are granted at the
fair market value of the Common Stock at the grant date. Employee stock options vest ratably over a three-year period and generally expire 5
years from the grant date.

The Company‘s 2009 Incentive Stock Plan, (the ―2009 Plan‖), which is Board of Director approved, permits the grant of share options and
shares to directors, executives and selected employees and consultants for up to 25,000,000 shares of Common Stock as stock compensation.
During the six months ended June 30, 2011, 2,195,752 shares of common stock have been issued to employees and consultants for services.

Accounting for Employee Awards:
The Company adheres to the provisions of Share Based Compensation as defined in the FASB codification, topic ASC 718. The codification
focuses primarily on accounting for transactions in which an entity obtains employee services through share-based payment transactions. This
guidance requires an entity to measure the cost of employee services received in exchange for the award of equity instruments based on the fair
value of the award at the date of grant. The cost is recognized over the period during which an employee is required to provide services in
exchange for the award.

As a result of the adoption of the provision of Share Based Compensation, the Company's results for the six months ended June 30, 2011 and
2010 include share-based compensation expense for employees and board of directors totaled approximately $467,000 and $607,000,
respectively, which have been included in the general and administrative expenses line item in the accompanying consolidated statement of
operations. No income tax benefit has been recognized in the income statement for share-based compensation arrangements as the Company
has provided a 100% valuation allowance on its‘ net deferred tax asset. Stock option compensation expense is the estimated fair value of
options granted amortized on a straight-line basis over the requisite service period for the entire portion of the award. The Company has not
adjusted the expense by estimated forfeitures, as required for employee options, since the forfeiture rate based upon historical data was
determined to be immaterial.

During the six months ended June 30, 2011 the Company granted 1,100,000 fully vested options to employees with an exercise price ranging
from $0.01 to $0.10 and a five year term.

The fair value of options at the date of grant is estimated using the Black-Scholes option pricing model. During the six months ended June 30,
2011 and 2010 the assumptions made in calculating the fair values of options are as follows:

                                                                          For the Six Months Ended
                                                                                   June 30,
                                                                          2011                 2010
Expected term (in years)                                                            5                    5
Expected volatility                                                     106.2%-106.38 %     100.31%-104.89 %
Expected dividend yield                                                             0                    0
Risk-free interest rate                                                    3.42%-3.64 %         2.97%-4.01 %

Accounting for Non-employee Awards:
The Company records its stock-based compensation expense in accordance with ASC 718-10, formerly SFAS 123R, ―Share Based Payment‖ to
its non-employee consultants for stock granted.

Stock compensation expense related to non-employee options was approximately $0 and $164,000 for the six months ended June 30, 2011 and
2010, respectively. These amounts are included in the Consolidated Statements of Operations within the general and administrative expenses
line item.


                                                                     F-34
There were no options granted to non-employees during the six months ended June 30, 2011.

The following table represents our stock options granted, exercised, and forfeited during the six months ended June 30, 2011.

                                                                                       Weighted            Weighted
                                                                                       Average             Average
                                                                                       Exercise           Remaining             Aggregate
                                                                    Number               Price            Contractual            Intrinsic
Stock Options                                                       of Shares          per Share            Term                  Value
Outstanding at January 1, 2010                                       32,473,422      $         0.20              2.3029     $                0

  Granted                                                              1,100,000     $          0.09              4.5648                     0
  Exercised                                                             (746,119 )   $          0.03
  Forfeited/expired                                                   (1,392,403 )   $          0.05

Outstanding at June 30, 2011                                          31,434,900     $          0.11              3.0513    $                0


Exercisable at June 30, 2011                                          31,434,900     $          0.11              3.0513    $                0

  Weighted average fair value of options
  granted during the year                        $       0.10

As of June 30, 2011, there was approximately $74,000 of unrecognized compensation cost, related to nonvested stock options, which is
expected to be recognized over a weighted average period of approximately less than 1 year.

NOTE 4 - 10% CONVERTIBLE NOTES PAYABLE

In May of 2010, the Company sent each noteholder a letter which (i) offered to lower their conversion from $0.40 to $0.14 per share or (ii)
exchange their existing note for a new note with the same principal and interest terms to extend the maturity date by nine months. In exchange
for the new note, each noteholder would receive one restricted share of the Company‘s common stock and one warrant (with a $0.35 exercise
price and one year term) for each one dollar of principal outstanding.

During the fiscal year ended December 31, 2010 the Company exchanged $41,596 of principal, issuing 41,596 of the Company‘s restricted
common stock and 41,596 warrants (at an exercise price of $0.35 with a one year term). The new note is a nine month note with interest
calculated at 10% per annum paid in stock on a quarterly basis. The note is senior to any cash distributions to the Company‘s primary investor
and has mandatory principal repayment terms when and if options and warrants are exercised and the Company receives the cash proceeds.

During the fiscal year ended December 31, 2010, the Company‘s 10% Noteholders converted approximately $120,000 of their principal
balances and received 855,703 shares of common stock. The Company applied the accounting per ASC 470-20, when conversion prices are
lowered to induce conversion and recorded debt conversion expense totaling approximately $64,000 as a result of the decrease in the
conversion price from $0.40 to $0.14. The offset of the conversion was to additional paid in capital.

As of June 30, 2011 the remaining 10% convertible notes outstanding were in default. The default provision requires an additional 2% interest
per annum until the loans are repaid or converted. The 2% default penalty totaled approximately $1,147 and $2,100 for six months ended June
30, 2011 and 2010, respectively and is included in interest expense on the consolidated statement of operations and in accrued expenses on the
consolidated balance sheet as of June 30, 2011 and December 31, 2010, respectively.

As reflected on the balance sheets, the value of the 10% convertible notes at June 30, 2011 and December 31, 2010 amounted to approximately
$114,000 and are classified as current due to the fact that they are in default for the non payment by the maturity date


                                                                     F-35
NOTE 5 - BRIDGE NOTES PAYABLE
Convertible Bridge Notes Payable:

2011
In March of 2011, bridge noteholders converted approximately $991,000 of principal and $77,000 in accrued interest into 7,802,262 shares of
the Company‘s common stock. During the six months ended June 30, 2011 the company received $170,000 in short term convertible bridge
notes payable. The notes bear interest at 10% interest and is payable upon maturity, 90 days from the date of the loans. During the six months
ended June 30, 2011, the Company repaid $30,000 of notes payable.

During the six months ended June 30, 2011, the Company recorded amortization expense of approximately $535,000 relating to prior year debt
discount on bridge notes payable.

2010
In May of 2010, the Company sent each noteholder an inducement letter which (i) offered to lower their conversion from $0.15 to $0.14 per
share of principal and to lower the accrued interest from $0.14 to $0.12 or (ii) exchange their existing note for a new note with the same
principal and interest terms to extend the maturity date by nine months. In exchange for the new note, each noteholder would receive one
restricted share of the Company‘s common stock and one warrant (with a $0.35 exercise price and one year term) for each one dollar of
principal outstanding.

During the fiscal year ended December 31, 2010 convertible note holders converted approximately $376,000 of their principal balance and
approximately $203,000 of their accrued interest into 3,928,571 and 1,689,520 shares, respectively of the Company‘s common stock. In
accordance with ASC 470-20, the Company applied the guidance for debt inducement, and recorded an expense for the debt modification of
approximately $212,000 as a result of the decrease in the conversion price.

In addition, during the fiscal year ended December 31, 2010 the Company exchanged approximately $1,100,000 of principal bridge notes
payable (which includes non convertible loans that exchanged their loans for convertible loans (of approximately $113,000 of principal) and
issued 1,066,366 of the Company‘s restricted common stock and 1,066,366 of warrants (at an exercise price of $0.35) with a one year
term. The new notes were for nine months and interest is calculated at 10% per annum, payable quarterly in stock. For the year ended
December 31, 2010 interest expense totaled approximately $108,000 which is accrued on the accompanying consolidated balance sheet. The
notes are convertible at any time at $0.14 and carry mandatory principal repayments when options or warrants are exercised and the company
receives cash proceeds.

The Company evaluated the extension event under ASC 470-50 “Debtor’s Accounting for a Modification or Exchange of Debt Instruments”
to determine if the modification was substantial. Because the change in fair value of the conversion option was less than 10% of the carrying
value of the debt, the debt modification determined not to be substantial and as a result, no gain or loss was recorded.

The Company received approximately $645,000 in new bridge notes during the year ended December 31, 2010 issuing 1,290,250 of restricted
common shares, recording a discount of approximately $466,000. During the year ended December 31, 2010 the Company repaid
approximately $645,000 to bridge note holders.

The Company recorded amortization expense totaling approximately $679,000 for the fiscal year ended December 31, 2010, respectively
related to bridge note holders.

Non Convertible Bridge Notes Payable:

2011
In March of 2011, the principal balance of the note of approximately $125,000 and accrued interest of approximately $48,000 was converted
into 1,424,028 shares of common stock of the Company.


                                                                     F-36
2010
On October 4, 2007, the Company issued a short term promissory note in the principal amount of $150,000. This note was payable on
September 30, 2008 and bears an interest rate equal to the prime rate plus three percent, 6.25% per annum and is payable at the end of the
term. During the year ended December 31, 2009, the Company repaid approximately $25,000 of this note. As of December 31, 2010 the total
of approximately $125,000 of principal and accrued interest of approximately $45,000 was outstanding.

NOTE 6 - DUE TO STOCKHOLDERS

In March of 2011, the Company settled all outstanding liabilities with Mr. Bozsnyak in exchange for 1,200,000 shares of common stock and
recorded a gain on extinguishment of approximately $47,000, which is included in the accompanying consolidated statement of operations for
the six months ended June 30, 2011.

NOTE 7 -    EQUITY TRANSACTIONS

Common Stock:

Payment of Interest
For the six months ended June 30, 2011, the Company issued 63,812 shares (valued at $6,842) of the Company‘s common stock as payment for
interest due on the Company‘s 10% convertible notes.

Services Rendered
The Company issued 1,349,998 shares (valued at $155,534) for the six months ended June 30, 2011 of the Company‘s restricted common stock
as payment for compensation to consultants and employees. The Company issued 824,235 shares (valued at $105,500) for the six months
ended June 30, 2011 of the Company‘s restricted common stock as payment for services to the Board of Directors.

Extinguishment of Accounts Payable
During the six months ended June 30, 2011 the Company issued 2,295,754 shares (valued at $267,033) of its common stock in lieu accounts
payable and the due to shareholder totaling approximately $290,000. The resulting net gain of approximately $23,000 is included within the
gain on extinguishment of liabilities line item in the accompanying consolidated statement of operations.

Option and Warrant Exercises
During the six months ended June 30, 2011 the Company issued 714,869 shares of common stock as a result of option exercises (500,000 were
cashless and the Company received proceeds totaling $26,970 for the non cashless exercise of 246,119 options).

During the six months ended June 30, 2011, the Company issued 553,088 shares of common stock as a result of 601,914 warrants exercised on
a cashless basis.

Debt Conversion of Interest
In the six months ended June 30, 2011, the Company issued 1,253,961 shares of its common stock as a result of converting $125,012 of
accrued interest on the bridge note holders.

Debt Conversion
In the six months ended June 30, 2011, the Company issued 7,972,329 shares of its common stock as a result of converting $1,116,126 of
principal on the bridge note holders.


                                                                    F-37
Issuance of Common Stock as a Result of Sale of Securities
In the six months ended June 30, 2011, the Company issued 3,888,778 shares of common stock for proceeds from the sale of the Company‘s
restricted common stock of $337,500.

Conversion of Preferred A
In the six months ended June 30, 2011, shareholders converted 108,909 shares of Preferred A into 1,089,090 shares of common stock.

Warrants :

During the six months ended June 30, 2011, the Company granted 413,025 warrants with a 5 year term and a $0.01 cashless exercise price to a
consultant and recorded approximately $62,000 of compensation expense which is included in the accompanying consolidated statement of
operations in the general and administrative line item. All of these warrants were exercised within the first fiscal quarter of 2011.

For the year ended December 31, 2010, in connection with Amendment No. 2 to the Series B Convertible Preferred Stock agreement, the
Company cancelled warrants issued in the fiscal year 2009 of 22,002.200 with an exercise price of $0.15. Pursuant to Amendment No. 2
which was effective June 4, 2010, the Company issued 25,300,000 cashless warrants with an exercise price of $0.03 and term of five years, and
25,300,000 non cashless warrants with an exercise price of $0.06 and a five year term. As a result of this modification, the Company recorded
approximately $2,024,000 of a deemed dividend which is included in the accompanying consolidated statement of operations.

Pursuant to Amendment No. 2 to the Series B Convertible Preferred Stock agreement, when proceeds were received in the period ended
September 30, 2010, the Company issued 14,200,000 of cashless warrants with an exercise price of $0.03 and term of five years, and
14,200,000 non cashless warrants with an exercise price of $0.06 and a five year term.

Pursuant to Amendment No. 5 to the Series B Convertible Preferred Stock agreement effective October 19, 2010 (Note 8), all warrants were
changed to $0.01 cashless. In the fourth quarter ended December 31, 2010, the Company cancelled 42,500,000 of cashless warrants with an
exercise price of $0.03 and 42,500,000 of non cashless warrants with an exercise price of $0.06 and issued 85,000,000 cashless warrants with
an exercise price of $0.01. In this connection, the Company recorded approximately $775,000 as a deemed dividend related to warrant
modification with a corresponding credit to additional paid-in capital. The Company issued an additional 8,000,000 of cashless warrants with
an exercise price of $0.01 in the fourth quarter ended December 31, 2010.

During the year ended December 31, 2010, the Company issued 1,107,935 warrants at an exercise price of $0.35 and a one year term in
connection with the debt exchange (Note 4 and 5). During the year ended December 31, 2010, 1,941,667 warrants were exercised on a net
cashless basis.

Effective June 9, 2009, the Company filed a Post Effective Amendment No. 4 to its Registration Statement on Form S-1 (―Post Effective
Amendment‖ to extend the terms to exercise the Class A Warrant from June 30, 2009 to June 30, 2010 and to extend the term of the Class B
Warrant from December 31, 2009 to June 30, 2010. On October 20, 2010 (the date the SEC deemed Amendment No. 5 to the S-1 effective),
these warrants were extended to June 30, 2011, however they were not trading on the over the counter bulletin board, as no quote was made
since they expired on June 30, 2010. As of June 30, 2011, 2,469,000 and 2,474,000 of Class A Warrants and Class B Warrants with an exercise
price of $0.17 and $.022, respectively expired.


                                                                    F-38
NOTE 8 -     PREFERRED B

On July 29, 2009, the Company and Rock Island Capital, LLC (―Rock Island‖) entered into a Series B Convertible Preferred Stock Purchase
Agreement, as amended on September 9, 2009 (the ―Agreement‖). Pursuant to the Agreement, the Company has sold to assignees of Rock
Island an initial tranche of $2,000,000 of its Series B Convertible Preferred Stock (220,022 shares), in the aggregate, at a purchase price per
share of $9.09, and has issued to such assignees Warrants to purchase 22,002,200 shares of the Company‘s Common Stock, in the aggregate, at
an exercise price of $0.15 per share. Each share of Series B Convertible Preferred Stock is convertible into 100 shares of the Company‘s
Common Stock at the sole discretion of the holder. Pursuant to the Agreement, Rock Island may designate one member for service on the
Company‘s board of directors. Under the terms of the Agreement, Rock Island and its assignees could, at their discretion, purchase additional
shares of Series B Convertible Preferred Stock and Warrants in two additional tranches of $2,000,000 and $1,000,000 payable on or before
December 2, 2009, and January 8, 2010, respectively.

On March 4, 2010, ProText Mobility, Inc. (the ―Company‖) entered into Amendment No. 2 (―Amendment No. 2‖) to the Series B Convertible
Preferred Stock Purchase Agreement, dated July 29, 2009, as amended by Amendment No. 1 to the Series B Convertible Preferred Stock
Purchase Agreement, with Rock Island Capital, LLC (the ―Purchaser‖), dated September 4, 2009 (as amended, the ―Purchase
Agreement‖). Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchaser, in tranches (with the last tranche to occur
within approximately 60 days from execution of Amendment No. 2), an aggregate of 550,055 shares of Series B Preferred Stock (of which
220,022 shares were sold prior to execution of Amendment No.2) for an aggregate purchase price of $5,000,000 (of which $2,000,000 was sold
prior to execution of Amendment No. 2). In addition, the Company agreed to issue to the Purchaser five-year warrants to purchase 50,000,000
shares at an exercise price of $0.03, exercisable on a cashless basis, and 50,000,000 shares at an exercise price of $0.06, not exercisable on a
cashless basis, in tranches pro rata with the sale of the Series B Preferred Stock. The exercise price of the warrants not exercisable on a cashless
basis shall be reduced to $0.03 if the closing price of the Company‘s common stock has a volume weighted average price of less than $0.06 for
a 30- day period during the term of such warrants. The Company also agreed to issue to the Purchaser 45,000,000 shares of common stock (the
―Additional Shares‖), in tranches pro rata with the sale of the Series B Preferred Stock. As amended by Amendment No. 3, the Purchaser may
terminate the Purchase Agreement upon 10 days‘ written notice, in which event the Purchaser shall not be obligated to make any additional
purchases under the Purchase Agreement.

In connection with the Purchase Agreement, the Company filed an Amended and Restated Certificate of Designation of Series B Preferred
Stock (the ―Certificate of Designation‖) filed with the State of Delaware on June 5, 2010.

In accordance with the accounting guidance for modifications, for Amendment No. 2, the Company recorded approximately $2,024,000 as a
deemed preferred dividend relating to warrant modification with a corresponding credit to additional paid in capital. The Company recorded
$1,980,000 as a deemed preferred dividend relating to issuance of common stock with a corresponding credit to additional paid in capital.

In accordance with the agreement, dividends payable in common stock amounting to 1,617,578 shares were issued for the year ended
December 31, 2010.

On July 29, 2010 the Company entered into Amendment No. 4 to the Stock Purchase Agreement of its Series B Convertible Preferred Stock
with Rock Island Capital LLC whereby it amended the termination clause to remove the penalties and the termination payment fee.

On October 19, 2010 the Company entered into Amendment No. 5 to the Stock Purchase Agreement of its Series B Convertible Preferred
Stock with Rock Island Capital LLC (―Purchaser‖) whereby the Purchaser agreed to purchase from the Company, and the Company agreed to
sell to the Purchaser, up to 192,500 units, with each unit consisting of: (i) one share of Series B Preferred Stock; (ii) 81,818,181 shares of the
Company‘s common stock; and (iii) five-year warrants to purchase 181,818,181 shares of the Company‘s common stock at an exercise price of
$0.01 (which may be exercised on a cashless basis), for a purchase price of $9.0909 per unit. The units will be sold in installments of at least
$100,000 each on before the 30th day following the prior payment, with the first installment due on or before the thirtieth day following the
final payment of the aggregate purchase price under the Agreement. In the event that the Purchaser shall fail to timely pay any installment and
does not notify the Company in writing at least five days prior to such installment due date (upon which notice the Purchaser shall be granted a
7-day extension), the Company may, from and after the expiration of any and all applicable cure periods, terminate the Agreement, and the
Company shall have no right to pursue any other remedy against Purchaser.


                                                                       F-39
   The warrants issued or issuable under the Agreement shall be exercisable on a cashless basis.

   On October 20, 2010, the Company filed an Amended and Restated Certificate of Designation of Series B Preferred Stock, pursuant to
    which:

    ▪    Pursuant to the commitment of the additional financing of $1,750,000, the number of shares of authorized Series B Preferred Stock
         was increased from 550,055 to 1,000,000;

    ▪    Pursuant to the commitment of the additional financing of $1,750,000, the ―Special Dividend Amount‖ payable to the holders of
         Series B Preferred Stock was increased from $2,500,000 to $3,375,000;and

    ▪    The holders of Series B Preferred Stock shall be entitled to cumulative dividends at a rate of 10% per annum, compounded annually
         and payable in cash upon conversion of the Series B Preferred Stock into shares of common stock or upon such other date as
         determined by the Board of Directors of the Company.

In accordance with the accounting guidance for modifications, for Amendment No. 5, the Company recorded approximately $760,000 as a
deemed preferred dividend relating to warrant modification with a corresponding credit to additional paid in capital.

For the year ended December 31, 2010, the Company received $2,650,000 from the sale of Series B Convertible Preferred Stock, and issued an
additional 291,529 preferred B shares. The Company recorded the beneficial conversion feature and the warrant associated with such
investment as a deemed preferred dividend of $2,650,000 with a corresponding credit to additional paid in capital In accordance with
Amendment No. 5, the Company has accrued dividends payable amounting to approximately $325,000 and $91,000 at June 30, 2011 and
December 31, 2010, respectively which is included in the accompanying consolidated balance sheet.

NOTE 9 -     COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Almut Von Biedermann
On May 10, 2010, the Company was served with an action from Ms. Von Biederman for breach of contract seeking damages in excess of
$75,000. The Company intends to vigorously defend the action, and has accrued $20,000 of prior consulting fees due to Ms. Von Biedermann.

NOTE 10 - SUBSEQUENT EVENTS

Between July 1, 2011 and August 8, 2011, the Company received $50,000 in short term convertible bridge notes payable from two members of
board of directors. The notes bear interest at 10% interest and are due in 30 days from the effective date.

On August 1, 2011, the Company received a $42,500 convertible promissory note. The note bears interest at 8%, and is due six months from
the effective date.


                                                                    F-40
                                      PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We estimate that expenses in connection with the distribution described in this registration statement (other than brokerage commissions,
discounts or other expenses relating to the sale of the shares by the selling security holders) will be as set forth below. We will pay all of the
expenses with respect to the distribution, and such amounts, with the exception of the Securities and Exchange Commission registration fee, are
estimates.

SEC registration fee                                                                                                               $         121.90
Accounting fees and expenses                                                                                                                  5,000
Legal fees and expenses                                                                                                            $         30,000
Printing and related expenses                                                                                                      $          1,000
Transfer agent fees and expenses                                                                                                              1,000
Miscellaneous                                                                                                                                   500

Total                                                                                                                              $      37,621.90


ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our directors and officers are indemnified as provided by the Delaware General Corporation Law and our Certificate of Incorporation. Section
145 of the Delaware General Corporation Law provides that a director or officer is not individually liable to the corporation or its stockholders
or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that: (1) his act or
failure to act constituted a breach of his fiduciary duties as a director or officer; and (2) his breach of those duties involved intentional
misconduct, fraud or a knowing violation of law. Our Certificate of Incorporation provides for indemnification of our directors and officers to
the fullest extent permitted by Section 145 of the Delaware General Corporation Law.

This provision is intended to afford directors and officers protection against and to limit their potential liability for monetary damages resulting
from suits alleging a breach of the duty of care by a director or officer. As a consequence of this provision, stockholders of our company will be
unable to recover monetary damages against directors or officers for action taken by them that may constitute negligence or gross negligence in
performance of their duties unless such conduct falls within one of the foregoing exceptions. The provision, however, does not alter the
applicable standards governing a director‘s or officer‘s fiduciary duty and does not eliminate or limit the right of our company or any
stockholder to obtain an injunction or any other type of non-monetary relief in the event of a breach of fiduciary duty.

 ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The following information sets forth certain information with respect to all securities which we have sold during the past three years. We did
not pay any commissions in connection with any of these sales.

First Quarter 2008

During the first quarter of 2008, the Company issued 12,667,541 shares of the Company‘s restricted common stock upon the conversion of
$1,343,000 of the Company‘s 10% convertible notes. The Company exchanged its securities with existing security holders and no
remuneration or commission was paid in reliance on Section 3(a)(9) of the Securities Act.

During the first quarter of 2008, the Company issued 1,285,811 shares of the Company‘s restricted common stock upon the exercise of
warrants issued with the Company‘s 10% convertible notes. The Company exchanged its securities with existing security holders and no
remuneration or commission was paid in reliance on Section 3(a)(9) of the Securities Act.

On January 3, 2008, the Company issued 1,250,000 shares of the Company‘s restricted common stock as bonuses to employees and directors
The offering and sale of the shares of common stock qualified for exemption under Section 4(2) of the Securities Act since the issuance by the
Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was
made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary investment
intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted.
This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This
offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the
requirements to qualify for exemption under Section 4(2) of the Securities Act for the transactions.
II-1
On January 3, 2008, the Company issued 150,000 shares of the Company‘s restricted common stock for services to be rendered in 2008. The
offering and sale of the shares of common stock qualified for exemption under Section 4(2) of the Securities Act since the issuance by the
Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was
made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary investment
intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted.
This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This
offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the
requirements to qualify for exemption under Section 4(2) of the Securities Act for the transactions.

On January 8, 2008, the Company issued 180,000 shares of the Company‘s restricted common stock for consulting and marketing services to
be rendered in 2008. The offering and sale of the shares of common stock qualified for exemption under Section 4(2) of the Securities Act
since the issuance by the Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because
the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the
necessary investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such
shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a
public offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors,
the Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act for the transactions.

During the first quarter of 2008, the Company, issued promissory notes in the principal amount of $175,000 and 175,000 shares of its restricted
common stock to 3 investors. The offering and sale of the promissory notes and the shares of common stock qualified for exemption under
Section 4(2) of the Securities Act since the issuances by the Company did not involve a public offering. The offering was not a public offering
as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering.
In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, share certificates
bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the
market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by the Company. Based on
an analysis of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act for these
transactions.

During the first quarter of 2008, the Company sold 1,557,143 shares of its common stock at an exercise price of $.14 per share to 3
investors. The offering and sale of the shares of common stock qualified for exemption under Section 4(2) of the Securities Act since the
issuances by the Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the offer
and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary
investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are
restricted. This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public
offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the
Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act for these transactions.

Second Quarter 2008

On April 10, 2008, the Company issued 1,753,847 shares of its common stock pursuant to a cashless warrant exercise. The Company
exchanged its securities with existing security holders and no remuneration or commission was paid in reliance on Section 3(a)(9) of the
Securities Act.

On April 17, 2008, the Company issued promissory notes in the principal amount of $50,000 and 50,000 shares of its restricted common stock
to 1 investor. The offering and sale of the promissory notes and the shares of common stock qualified for exemption under Section 4(2) of the
Securities Act since the issuance by the Company did not involve a public offering. The offering was not a public offering as defined in Section
4(2) because the offer and sale was made to a single individual and because of the manner of the offering. In addition, the investor had the
necessary investment intent as required by Section 4(2) since such individual agreed to, and received, share certificates bearing a legend stating
that such shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the market and therefore be
part of a public offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above
factors, the Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

During the second quarter of 2008, the Company sold 714,286 shares of its restricted common stock at a price of $.14 per share to 3
investors. The offering and sale of the shares of common stock qualified for exemption under Section 4(2) of the Securities Act since the
issuances by the Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the offer
and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary
investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are
restricted. This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public
offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the
Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act for these transactions.


                                                                   II-2
On May 14, 2008, the Company issued 300,000 shares of its common stock as part of the purchase of Echometrix, Inc. The offering and sale of
the shares of common stock qualified for exemption under Section 4(2) of the Securities Act since the issuance by the Company did not involve
a public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial
number of persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as required by
Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This restriction
ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This offering was done
with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company has met the requirements
to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

On May 28, 2008, the Company issued 1,275,000 shares of its restricted common stock as part of a legal settlement to one individual. The
offering and sale of the shares of common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance by
the Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was
made to a single individual and because of the manner of the offering. In addition, the investor had the necessary investment intent as required
by Section 4(2) since such individual agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This
restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This
offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the
requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

On June 17, 2008, the Company issued 238,675 shares of the Company‘s common stock upon the conversion of $25,000 of the Company‘s
10% convertible notes and accrued interest of approximately $6,000. The Company exchanged its securities with existing security holders and
no remuneration or commission was paid in reliance on Section 3(a)(9) of the Securities Act.

On June 30, 2008, the Company issued 41,429 shares of its common stock pursuant to a warrant exercise for proceeds of $5,800. The Company
exchanged its securities with existing security holders and no remuneration or commission was paid in reliance on Section 3(a)(9) of the
Securities Act.

As of June 30, 2008 the Company issued 244,346 shares of the Company‘s restricted common stock as payment in kind for interest
due from December 2007 through June 2008 on the Company‘s 10% convertible notes to 43 investors. The offering and sale of the shares of
common stock qualified for exemption under Section 4(2) of the Securities Act since the issuances by the Company did not involve a public
offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of
persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as required by Section 4(2)
since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This restriction ensured that these
shares will not be immediately redistributed into the market and therefore be part of a public offering. This offering was done with no general
solicitation or advertising by the Company. Based on an analysis of the above factors, the Company has met the requirements to qualify for
exemption under Section 4(2) of the Securities Act for these transactions.

Third Quarter 2008

During the third quarter of 2008 the Company issued promissory notes in the aggregate principal amount of $315,000 together with 710,000
shares of its restricted common stock for aggregate proceeds of $315,000 to 3 investors. The offering and sale of the promissory notes and the
shares of common stock qualified for exemption under Section 4(2) of the Securities Act since the issuances by the Company did not involve a
public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial
number of persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as required by
Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This restriction
ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This offering was done
with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to
qualify for exemption under Section 4(2) of the Securities Act for these transactions.

On August 15, 2008, the Company issued a warrant to a consultant to acquire 400,000 common shares at $0.15 per share exercisable for three
years as part of the compensation for consulting services rendered. The offering and sale of the warrant and the shares of common stock
qualified for exemption under Section 4(2) of the Securities Act since the issuance by the Company did not involve a public offering. The
offering was not a public offering as defined in Section 4(2) because the offer and sale was made to a single individual and because of the
manner of the offering. In addition, the investor had the necessary investment intent as required by Section 4(2) since such individual agreed to,
and received, share certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be
immediately redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or
advertising by the Company. Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under
Section 4(2) of the Securities Act for this transaction.
II-3
During the third quarter 2008, the Company issued 357,583 shares to 2 investors of the Company‘s common stock upon the conversion of
$45,000 of the Company‘s 10% convertible notes and accrued interest of $596. The Company exchanged its securities with existing security
holders and no remuneration or commission was paid in reliance on Section 3(a)(9) of the Securities Act.

As of September 30, 2008, the Company issued 91,464 shares of the Company‘s restricted common stock as payment in kind for interest due
from December 2007 through July 2008 on the Company‘s 10% convertible notes to 18 investors. The offering and sale of the promissory
notes and the shares of common stock qualified for exemption under Section 4(2) of the Securities Act since the issuances by the Company did
not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an
insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as
required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This
restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This
offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the
requirements to qualify for exemption under Section 4(2) of the Securities Act for these transactions.

Fourth Quarter 2008

During the fourth quarter 2008, the Company issued 872,825 shares of its common stock upon the conversion of $100,000 of the Company‘s
10% convertible notes and accrued interest of $39,492. The Company exchanged its securities with existing security holders and no
remuneration or commission was paid in reliance on Section 3(a)(9) of the Securities Act.

During the fourth quarter of 2008, the Company issued notes in the aggregate principal amount of $450,000 together with 900,000 shares of its
restricted common stock to 2 investors. The offering and sale of the promissory notes and the shares of common stock qualified for exemption
under Section 4(2) of the Securities Act since the issuances by the Company did not involve a public offering. The offering was not a public
offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the
offering. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, share
certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately
redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by the
Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) of the
Securities Act for these transactions.

On November 18, 2008, the Company issued 1,400,000 shares of the Company‘s restricted common stock as compensation to consultants and
directors. The offering and sale of the shares of common stock qualified for exemption under Section 4(2) of the Securities Act since the
issuances by the Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the offer
and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary
investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are
restricted. This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public
offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the
Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for these transactions.

During the fourth quarter 2008, the Company issued 210,190 shares of the Company‘s restricted common stock as payment in kind for interest
due for the months of August, September, October, November and December 2008 on the Company‘s 10% convertible notes to 21 investors.
The offering and sale of the shares of common stock qualified for exemption under Section 4(2) of the Securities Act since the issuances by the
Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was
made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary investment
intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted.
This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This
offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the
requirements to qualify for exemption under Section 4(2) of the Securities Act for these transactions.

During the fiscal year ended December 31, 2008, the Company issued 2,471,400 warrants in connection with sales of its restricted common
stock. All warrants have a three to five year term and are exercisable at a range of $0.14 to $0.35 per share to8 investors. The offering and sale
of the warrants and the shares of common stock qualified for exemption under Section 4(2) of the Securities Act since the issuances by the
Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was
made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary investment
intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted.
This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This
offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company has met
the requirements to qualify for exemption under Section 4(2) of the Securities Act for these transactions.
II-4
First Quarter 2009

On January 6, 2009, the Company issued 150,000 shares of the Company‘s restricted common stock to an outside director for services
performed valued at approximately $21,000. The offering and sale of the shares of common stock qualified for exemption under Section 4(2)
of the Securities Act since the issuance by the Company did not involve a public offering. The offering was not a public offering as defined in
Section 4(2) because the offer and sale was made to a single individual and because of the manner of the offering. In addition, the investor had
the necessary investment intent as required by Section 4(2) since such individual agreed to, and received, share certificates bearing a legend
stating that such shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the market and
therefore be part of a public offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis
of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this
transaction.

During the three months ended March 31, 2009, the Company issued 875,000 warrants in connection with promissory notes issued and sales of
its restricted common stock to 6 investors. All warrants have a three to five year term and are exercisable at a range of $0.14 to $0.35 per
share. The offering and sale of the warrants and the shares of common stock qualified for exemption under Section 4(2) of the Securities Act
since the issuances by the Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because
the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the
necessary investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such
shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a
public offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors,
the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for these transactions.

During the three months ended March 31, 2009, the Company issued 127,673 shares of the Company‘s restricted common stock as payment in
kind for interest due for January and February 2009 on the Company‘s 10% convertible notes to 26 investors. The offering and sale of the
shares of common stock qualified for exemption under Section 4(2) of the Securities Act since the issuances by the Company did not involve a
public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial
number of persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as required by
Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This restriction
ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This offering was done
with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company has met the requirements
to qualify for exemption under Section 4(2) of the Securities Act for these transactions.

During the three months ended March 31, 2009, the Company raised $850,000 from the sale of its 10% convertible promissory notes to 7
investors that had maturity dates ranging from a period of six months to eighteen months. The investors were also issued 1,825,000 shares of
the Company‘s restricted common stock in connection with the issuance of the notes. The investors also received 875,000 warrants to purchase
the Company‘s common stock at an exercise price of $0.15 per share. The warrants have a five year term. The offering and sale of the
promissory notes and the shares of common stock qualified for exemption under Section 4(2) of the Securities Act since the issuances by the
Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was
made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary investment
intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted.
This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This
offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the
requirements to qualify for exemption under Section 4(2) of the Securities Act for these transactions.

The Company issued 24,000 shares of common stock in connection with warrants exercised in the year ending 2008. The Company exchanged
its securities with existing security holders and no remuneration or commission was paid in reliance on Section 3(a)(9) of the Securities Act.

Second Quarter 2009

During the second quarter of 2009, the Company issued promissory notes in the aggregate principal amount of $300,000 and 300,000 shares of
its restricted common stock to 2 investors. The offering and sale of the promissory notes and the shares of common stock qualified for
exemption under Section 4(2) of the Securities Act since the issuances by the Company did not involve a public offering. The offering was not
a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the
manner of the offering. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and
received, share certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be
immediately redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or
advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under
Section 4(2) of the Securities Act for these transactions.
II-5
During the second quarter of 2009 the Company granted warrants in connection with employment agreements totaling 4,000,000 shares all at
an exercisable price of $0.10 and for a five year term. The offering and sale of the warrants qualified for exemption under Section 4(2) of the
Securities Act since the issuances by the Company did not involve a public offering. The offering was not a public offering as defined in
Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition,
the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a
legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the market and
therefore be part of a public offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis
of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for these
transactions.

During the three months ended June 30, 2009, the Company issued 240,313 shares of the Company‘s restricted common stock as payment in
kind for interest due for March, April and May 2009 on the Company‘s 10% convertible notes to 26 investors. The offering and sale of the
shares of common stock qualified for exemption under Section 4(2) of the Securities Act since the issuances by the Company did not involve a
public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial
number of persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as required by
Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This restriction
ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This offering was done
with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to
qualify for exemption under Section 4(2) of the Securities Act for these transactions.

Third Quarter 2009

During the third quarter 2009, the Company issued to one investor 220,022 shares of its Series B Preferred Stock at a purchase price per share
of $9.09, and issued to such investor warrants to purchase 22,002,200 shares of the Company‘s common stock, in the aggregate, at an exercise
price of $0.15 per share. The offering and sale of the warrants and the shares of preferred stock and common stock qualified for exemption
under Section 4(2) of the Securities Act since the issuance by the Company did not involve a public offering. The offering was not a public
offering as defined in Section 4(2) because the offer and sale was made to a single individual and because of the manner of the offering. In
addition, the investor had the necessary investment intent as required by Section 4(2) since such individual agreed to, and received, share
certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately
redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by the
Company. Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the
Securities Act for this transaction.

During the three months ended September 30, 2009, the Company issued 450,000 shares of restricted common stock n connection with
promissory notes issued totaling $450,000 and issued 450,000 warrants to purchase the Company‘s common stock to 10 investors. All
warrants have a five year term and are exercisable at $0.15 per share. The offering and sale of the warrants and the shares of common stock
qualified for exemption under Section 4(2) of the Securities Act since the issuances by the Company did not involve a public offering. The
offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and
because of the manner of the offering. In addition, the investors had the necessary investment intent as required by Section 4(2) since they
agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will
not be immediately redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation
or advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under
Section 4(2) of the Securities Act for these transactions.

During the third quarter of 2009, the Company issued 2,200,000 warrants in connection with a consulting agreement, at an exercise price of
$0.15 per share. The offering and sale of the warrants qualified for exemption under Section 4(2) of the Securities Act since the issuances by
the Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was
made to a single individual and because of the manner of the offering. In addition, the investor had the necessary investment intent as required
by Section 4(2) since such individual agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This
restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This
offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company has met
the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

During the three months ended September 30, 2009, the Company issued 70,197 shares of the Company‘s restricted common stock as payment
in kind for interest due for the months of June, July and August 2009 on the Company‘s 10% convertible notes to 23 investors. The offering
and sale of the shares of common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuances by the
Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was
made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary investment
intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted.
This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This
offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the
requirements to qualify for exemption under Section 4(2) of the Securities Act for these transactions.


                                                                    II-6
In connection with the conversion of $89,000 of the Company‘s 10% convertible notes and accrued interest of $2,840, the Company issued
768,638 shares of common stock for the nine month period ended September 30, 2009. The Company exchanged its securities with existing
security holders and no remuneration or commission was paid in reliance on Section 3(a)(9) of the Securities Act.

During the three months ended September 30, 2009 the Company issued 2,663,096 shares of common stock for the conversion of $350,000
principal and $22,833 of accrued interest of bridge notes payable. The Company exchanged its securities with existing security holders and no
remuneration or commission was paid in reliance on Section 3(a)(9) of the Securities Act.

In August of 2009, the Company issued 500,000 shares of restricted common stock as part of an amendment to a settlement agreement with the
Company‘s former President. The offering and sale of the shares of common stock qualified for exemption under Section 4(2) of the Securities
Act since the issuance by the Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2)
because the offer and sale was made to a single individual and because of the manner of the offering. In addition, the investor had the necessary
investment intent as required by Section 4(2) since it agreed to, and received, share certificates bearing a legend stating that such shares are
restricted. This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public
offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the
Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

On September 24, 2009, the Company issued 180,000 shares of the Company‘s common stock which were not timely issued in connection with
bridge notes received in the fourth quarter of 2007 to 3 investors. The offering and sale of the shares of common stock qualified for exemption
under Section 4(2) of the Securities Act since the issuances by the Company did not involve a public offering. The offering was not a public
offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the
offering. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, share
certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately
redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by the
Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) of the
Securities Act for these transactions.

Fourth Quarter 2009

On October 7, 2009, the Company issued 25,998 shares of its common stock upon the conversion of $4,160 of the Company‘s 10% convertible
notes to 1 investor. The offering and sale of the shares of common stock qualified for exemption under Section 4(2) of the Securities Act since
the issuance by the Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the
offer and sale was made to a single individual and because of the manner of the offering. In addition, the investor had the necessary investment
intent as required by Section 4(2) since such individual agreed to, and received, share certificates bearing a legend stating that such shares are
restricted. This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public
offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the
Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

On October 19, 2009, the Company issued 46,118 shares of its common stock as payment for interest due for September, October and
November 2009 on the Company‘s 10% convertible notes to 20 investors. The offering and sale of the shares of common stock qualified for
exemption under Section 4(2) of the Securities Act since the issuances by the Company did not involve a public offering. The offering was not
a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the
manner of the offering. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and
received, share certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be
immediately redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or
advertising by the Company. Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under
Section 4(2) of the Securities Act for these transactions.

On December 23, 2009, the Company issued 75,000 shares of the Company‘s common stock which were not timely issued in connection with
bridge notes received in the fourth quarter of 2007 to 2 investors. The offering and sale of the shares of common stock qualified for exemption
under Section 4(2) of the Securities Act since the issuances by the Company did not involve a public offering. The offering was not a public
offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the
offering. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, share
certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately
redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by the
Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) of the
Securities Act for these transactions.
II-7
First Quarter 2010

For the three months ended March 31, 2010, the Company issued 80,828 shares of the Company‘s restricted common stock as payment for
interest due on the Company‘s 10% convertible notes to 19 investors. The offering and sale of the shares of common stock qualified for
exemption under Section 4(2) of the Securities Act since the issuances by the Company did not involve a public offering. The offering was not
a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the
manner of the offering. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and
received, share certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be
immediately redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or
advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under
Section 4(2) of the Securities Act for these transactions.

During the three months ended March 31, 2010, the Company issued promissory notes in the principal amount of $200,000 and issued 400,000
shares of the Company‘s restricted common stock to 3 investors. The offering and sale of the securities qualified for exemption under Section
4(2) of the Securities Act of 1933 since the issuances by the Company did not involve a public offering. The offering was not a public offering
as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering.
In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, share certificates
bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the
market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by the Company. Based on
an analysis of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act for these
transactions.

During the three months ended March 31, 2010, the Company issued 540,000 shares (valued at $48,600) for the three months ended March 31,
2010 of the Company‘s restricted common stock as payment for compensation. The offering and sale of the shares of common stock qualified
for exemption under Section 4(2) of the Securities Act since the issuance by the Company did not involve a public offering. The offering was
not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the
manner of the offering. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and
received, share certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be
immediately redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or
advertising by the Company. Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under
Section 4(2) of the Securities Act for this transaction.

In February of 2010, the Company made a $5,000 cash payment and issued 800,000 shares of the Company‘s common stock valued at $72,000
to a former consulting company under the terms of a settlement agreement to one individual. The offering and sale of the securities qualified
for exemption under Section 4(2) of the Securities Act since the issuance by the Company did not involve a public offering. The offering was
not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the
manner of the offering. In addition, the individual had the necessary investment intent as required by Section 4(2) since they agreed to, and
received, share certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be
immediately redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or
advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under
Section 4(2) of the Securities Act for this transaction.

During the first quarter of 2010, the Company issued 435,556 shares of common stock as a dividend on Preferred Stock B which was accrued
at December 31, 2009. In connection with Amendment No. 2 to the Series B Convertible Preferred Stock effective March 4, 2010 the
Company issued the pro rata portion of common stock amounting to 22,770,000 shares. The offering and sale of the securities qualified for
exemption under Section 4(2) of the Securities Act since the issuance by the Company did not involve a public offering. The offering was not a
public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner
of the offering. In addition, the individual had the necessary investment intent as required by Section 4(2) since they agreed to, and received,
share certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately
redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by the
Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) of the
Securities Act for this transaction.

For the three months ended March 31, 2010, in connection with Amendment No. 2 to the Series B Convertible Preferred Stock agreement, the
Company cancelled warrants issued in the fiscal year 2009 of 22,002.200 with an exercise price of $0.15. Pursuant to Amendment No. 2 which
was effective March 4, 2010, the Company issued 25,300,000 cashless warrants with an exercise price of $0.03 and term of five years, and
25,300,000 non cashless warrants with an exercise price of $0.06 and a five year term. The Company exchanged its securities with existing
security holders and no remuneration or commission was paid in reliance on Section 3(a)(9) of the Securities Act.
II-8
Second Quarter 2010

For the three months ended June 30, 2010, the Company issued 52,381 shares of the Company‘s common stock as payment for interest due on
the Company‘s 10% convertible note to 12 investors. The offering and sale of the securities qualified for exemption under Section 4(2) of the
Securities Act since the issuances by the Company did not involve a public offering. The offering was not a public offering as defined in
Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition,
the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a
legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the market and
therefore be part of a public offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis
of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act for these transactions.

During the three months ended June 30, 2010, the Company issued 100,000 shares of its common stock in lieu of an account payable of
$17,500 owed to one individual. The offering and sale of the securities qualified for exemption under Section 4(2) of the Securities Act since
the issuance by the Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the
offer and sale was made to a single individual and because of the manner of the offering. In addition, the investor had the necessary investment
intent as required by Section 4(2) since such individual agreed to, and received, share certificates bearing a legend stating that such shares are
restricted. This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public
offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the
Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

During the quarter ended June 30, 2010, the Company issued 1,113,154 shares of common stock as a result of cashless exercises of 950,000
options and 800,000 warrants. The Company exchanged its securities with existing security holders and no remuneration or commission was
paid in reliance on Section 3(a)(9) of the Securities Act.

In the three months ended June 30, 2010, the Company issued 1,906,152 shares of its common stock as a result of converting $228,750 of
accrued interest (which was accrued through May 31, 2010) on the bridge note holders. The Company exchanged its securities with existing
security holders and no remuneration or commission was paid in reliance on Section 3(a)(9) of the Securities Act.

In connection with the inducement letter issued to note holders in the second fiscal quarter of 2010, the Company issued 825,991 and 1,398,319
shares of its common stock for $115,639 and $195,765 of the 10% and Bridge notes, respectively. The Company exchanged its securities with
existing security holders and no remuneration or commission was paid in reliance on Section 3(a)(9) of the Securities Act.

Due to the exchange of debt instruments in the three months ending June 30, 2010, the Company issued 1,107,935 shares of its restricted
common stock and 1,107,935 warrants to the 10% and Bridge note holders and exchanged $1,107,935 of notes for new notes in the same
principal amount with a nine month maturity and interest calculated at 10% per annum paid in stock on a quarterly basis. The Company
exchanged its securities with existing security holders and no remuneration or commission was paid in reliance on Section 3(a)(9) of the
Securities Act.

In the second quarter ended June 30, 2010, pursuant to the purchase agreement with Rock Island Capital LLC, as amended, the Company
issued 84,708 shares of its Preferred B Stock and 303,537 shares of common stock as a dividend payable on Series B Preferred Stock for the
quarter ended December 31, 2009 and March 31, 2010. In connection with Amendment No. 2 to the Series B Convertible Preferred Stock
effective March 4, 2010, the Company issued the pro rata portion of common stock amounting to 6,930,000 shares and 7,700,000 cashless
warrants with an exercise price of $0.03 and term of five years, and 7,700,000 non cashless warrants with an exercise price of $0.06 and a five
year term.. The offering and sale of the securities qualified for exemption under Section 4(2) of the Securities Act since the issuances by the
Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was
made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary investment
intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted.
This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This
offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company has met
the requirements to qualify for exemption under Section 4(2) of the Securities Act for these transactions.

Third Quarter 2010

For the three months ended September 30, 2010, the Company issued 25,999 of the Company‘s common stock as payment for interest due on
the Company‘s 10% convertible notes to 12 investors. The offering and sale of the securities qualified for exemption under Section 4(2) of the
Securities Act since the issuances by the Company did not involve a public offering. The offering was not a public offering as defined in
Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition,
the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a
legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the market and
therefore be part of a public offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis
of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for these
transactions.


                                                                     II-9
The Company issued 115,385 shares (valued at $15,000) for the three months ended September 30, 2010 of the Company‘s restricted common
stock as payment for compensation to consultants. The offering and sale of the shares of common stock qualified for exemption under Section
4(2) of the Securities Act since the issuances by the Company did not involve a public offering. The offering was not a public offering as
defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In
addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, share certificates
bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the
market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by the Company. Based on
an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for
these transactions.

The Company issued 483,977 shares for the three months ended September 30, 2010 of the Company‘s restricted common stock as payment
for services to the Board of Directors. The offering and sale of the shares of common stock qualified for exemption under Section 4(2) of the
Securities Act since the issuances by the Company did not involve a public offering. The offering was not a public offering as defined in
Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition,
the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a
legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the market and
therefore be part of a public offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis
of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for these
transactions.

During the three months ended September 30, 2010 the Company issued 808,461 shares of common stock as a result of cashless exercises of
20,000 options and 1,141,667 warrants. The Company exchanged its securities with existing security holders and no remuneration or
commission was paid in reliance on Section 3(a)(9) of the Securities Act.

Pursuant to the purchase agreement with Rock Island Capital LLC, as amended, the Company issued 5,850,000 shares of common stock,
71,507 shares of its Preferred B Stock, for proceeds received from July 1, 2010 through September 30, 2010. The offering and sale of the
securities qualified for exemption under Section 4(2) of the Securities Act since the issuance by the Company did not involve a public offering.
The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and
because of the manner of the offering. In addition, the investors had the necessary investment intent as required by Section 4(2) since they
agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will
not be immediately redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation
or advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under
Section 4(2) of the Securities Act for this transaction.

Pursuant to Amendment No. 2 to the Series B Convertible Preferred Stock agreement, when proceeds were received in the period ended
September 30, 2010, the Company issued 14,200,000 of cashless warrants with an exercise price of $0.03 and term of five years, and
14,200,000 non cashless warrants with an exercise price of $0.06 and a five year term. The offering and sale of the securities qualified for
exemption under Section 4(2) of the Securities Act since the issuance by the Company did not involve a public offering. The offering was not a
public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner
of the offering. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received,
share certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately
redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by the
Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) of the
Securities Act for this transaction. Pursuant to Amendment No. 5 to the Series B Convertible Preferred Stock agreement effective October 19,
2010 all warrants were changed to $0.01 cashless. Subsequent to the fiscal quarter ended September 30, 2010, the Company cancelled
33,000,000 of cashless warrants with an exercise price of $0.03 and 33,000,000 of non cashless warrants with an exercise price of $0.06 and
issued 79,000,000 cashless warrants with an exercise price of $0.01. The Company exchanged its securities with existing security holders and
no remuneration or commission was paid in reliance on Section 3(a)(9) of the Securities Act.

Fourth Quarter 2010

For the three months ended December 31, 2010, the Company issued 56,700 shares of the Company‘s common stock as payment for interest
due on the Company‘s 10% convertible notes to 11 investors. The offering and sale of the securities qualified for exemption under Section 4(2)
of the Securities Act since the issuances by the Company did not involve a public offering. The offering was not a public offering as defined in
Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition,
the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a
legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the market and
therefore be part of a public offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis
of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act for these transactions.
II-10
During the quarter ended December 31, 2010, the Company issued notes in the principal amount of $445,000 and 890,250 of the Company‘s
restricted common stock to 1 investor, who is also a board of director. The offering and sale of the securities qualified for exemption under
Section 4(2) of the Securities Act since the issuance by the Company did not involve a public offering. The offering was not a public offering
as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering.
In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, share certificates
bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the
market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by the Company. Based on
an analysis of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this
transaction.

The Company issued 83,332 shares for the three months ended December 31, 2010 of the Company‘s restricted common stock as payment for
services and compensation pursuant to the Company‘s S-8 Stock Plan. The offering and sale of the shares of common stock qualified for
exemption under Section 4(2) of the Securities Act since the issuance by the Company did not involve a public offering. The offering was not a
public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner
of the offering. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received,
share certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately
redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by the
Company. Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the
Securities Act for this transaction.

The Company issued 686,661 shares for the three months ended December 31, 2010 of the Company‘s restricted common stock as payment for
services to the Board of Directors. The offering and sale of the shares of common stock qualified for exemption under Section 4(2) of the
Securities Act since the issuances by the Company did not involve a public offering. The offering was not a public offering as defined in
Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition,
the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a
legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the market and
therefore be part of a public offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis
of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for these
transactions.

In October of 2010, the Company reached a settlement with a plaintiff resulting in an additional 527,175 shares for interest accrued from
October 23, 2008 until settlement date. The offering and sale of the securities qualified for exemption under Section 4(2) of the Securities Act
since the issuance by the Company did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because
the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition, the individual had the
necessary investment intent as required by Section 4(2) since it agreed to, and received, share certificates bearing a legend stating that such
shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a
public offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors,
the Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

In October of 2010, the Company issued 775,000 shares in connection with a separation agreement from a former employee. The offering was
not a public offering as defined in Section 4(2) because the offer and sale was made to a single individual because of the manner of the
offering. In addition, the individual had the necessary investment intent as required by Section 4(2) since it agreed to, and received, share
certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately
redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by the
Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) of the
Securities Act of 1933 for this transaction.

During the quarter ended December 31, 2010, the Company issued 91,000 shares of common stock as a result of an option exercise for total
proceeds of $7,280. The Company exchanged its securities with existing security holders and no remuneration or commission was paid in
reliance on Section 3(a)(9) of the Securities Act.

In December of 2010, one of the Company‘s board members paid approximately $445,000 directly to bridge note holders (the Company has a
bridge note payable recorded as of December 31, 2010 to the board member for the same amount). In connection with this settlement, the
Company issued 2,750,000 shares of common stock for the remaining principal and interest totaling approximately $297,000. The offering
was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of
the manner of the offering. In addition, the individual had the necessary investment intent as required by Section 4(2) since it agreed to, and
received, share certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be
immediately redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or
advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under
Section 4(2) of the Securities Act for this transaction.
II-11
During the three months ended December 31, 2010 the Company issued 1,635,959 shares of common stock as a dividend payable on Series B
Preferred Stock for the quarter ended December 31, 2009, The offering was not a public offering as defined in Section 4(2) because the offer
and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary
investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are
restricted. This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public
offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the
Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

In November of 2010, the Company issued 6,313,750 shares of common stock to a shareholder for the conversion of 631,375 shares of Series
A Preferred Stock. The Company exchanged its securities with existing security holders and no remuneration or commission was paid in
reliance on Section 3(a)(9) of the Securities Act.

In the fourth quarter of 2010, pursuant to a stock purchase agreement, the Company received $700,000 and issued to its holders of Series B
stock 6,300,000 shares of common stock, 77,007 shares of its Series B Preferred Stock, and 14,000,000 cashless warrants at an exercise price
of $0.01. The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of
persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as required by Section 4(2)
since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This restriction ensured that these
shares will not be immediately redistributed into the market and therefore be part of a public offering. This offering was done with no general
solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to qualify for
exemption under Section 4(2) of the Securities Act for this transaction.

First Quarter 2011

For the three months ended March 31, 2011, the Company issued 26,518 shares (valued at $3,421) of the Company‘s common stock as
payment for interest due on the Company‘s 10% convertible notes to 11 investors. The offering was not a public offering as defined in Section
4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition, the
investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend
stating that such shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the market and
therefore be part of a public offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis
of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act for these transactions.

The Company issued 837,499 shares (valued at $105,417) for the three months ended March 31, 2011 of the Company‘s restricted common
stock as payment for compensation to consultants and employees pursuant to the Company‘s S-8 Plan.

The Company issued 358,454 shares (valued at $50,000) for the three months ended March 31, 2011 of the Company‘s restricted common
stock as payment for services to the Board of Directors. The offering was not a public offering as defined in Section 4(2) because the offer and
sale was made to an insubstantial number of persons and because of the manner of the offering. In addition, the individual had the necessary
investment intent as required by Section 4(2) since it agreed to, and received, share certificates bearing a legend stating that such shares are
restricted. This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public
offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the
Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

During the three months ended March 31, 2011, the Company issued 1,640,000 shares (valued at $197,400) of its common stock in lieu
accounts payable and the due to one shareholder totaling approximately $233,000 . The offering was not a public offering as defined in
Section 4(2) because the offer and sale was made to a single individual and because of the manner of the offering. In addition, the investor had
the necessary investment intent as required by Section 4(2) since such individual agreed to, and received, share certificates bearing a legend
stating that such shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the market and
therefore be part of a public offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis
of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this
transaction.

During the three months ended March 31, 2011, the Company issued 714,869 shares of common stock as a result of option exercises (500,000
were cashless and the Company received proceeds totaling $26,970 for the non cashless exercise of 246,119 options). The Company
exchanged its securities with existing security holders and no remuneration or commission was paid in reliance on Section 3(a)(9) of the
Securities Act.


                                                                       II-12
During the three months ended March 31, 2011, the Company issued 473,088 shares of common stock as a result of 513,025 warrants exercised
on a cashless basis. The Company exchanged its securities with existing security holders and no remuneration or commission was paid in
reliance on Section 3(a)(9) of the Securities Act.

In the three months ended March 31, 2011, the Company issued 1,253,961 shares of its common stock as a result of converting $125,012 of
accrued interest on the bridge note holders. The Company exchanged its securities with existing security holders and no remuneration or
commission was paid in reliance on Section 3(a)(9) of the Securities Act.

In the three months ended March 31, 2011, the Company issued 7,972,329 shares of its common stock as a result of converting $1,116,126 of
principal on the bridge note holders. The Company exchanged its securities with existing security holders and no remuneration or commission
was paid in reliance on Section 3(a)(9) of the Securities Act.

In the three months ended March 31, 2011, the Company issued 2,499,888 shares of common stock for proceeds from the sale of the
Company‘s restricted common stock of $212,500 to 4 investors. The offering was not a public offering as defined in Section 4(2) because the
offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the
necessary investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such
shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a
public offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors,
the Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

In the three months ended March 31, 2011, a shareholder converted 105,057 shares of Series A Preferred Stock into 1,050,570 shares of
common stock. The Company exchanged its securities with existing security holders and no remuneration or commission was paid in reliance
on Section 3(a)(9) of the Securities Act.

During the three months ended March 31, 2011, the Company granted 413,025 warrants with a 5 year term and a $0.01 cashless exercise price
to a consultant. The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial
number of persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as required by
Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This restriction
ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This offering was done
with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to
qualify for exemption under Section 4(2) of the Securities Act for this transaction.

Second Quarter 2011

For the three months ended June 30, 2011, the Company issued 37,294 of the Company‘s common stock as payment for interest due on the
Company‘s 10% convertible notes to 11 investors. The offering was not a public offering as defined in Section 4(2) because the offer and sale
was made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary
investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are
restricted. This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public
offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the
Company met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

The Company issued 512,499 for the three months ended June 30, 2011 of the Company‘s restricted common stock as payment for
compensation to consultants and employees pursuant to the Company‘s S-8 Plan.

The Company issued 465,781 for the three months ended June 30, 2011 of the Company‘s restricted common stock as payment for services to
the Board of Directors. The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial
number of persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as required by
Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This restriction
ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This offering was done
with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to
qualify for exemption under Section 4(2) of the Securities Act for this transaction.

During the three months ended June 30, 2011 the Company issued 655,754 shares of its common stock in lieu accounts payable and accrued
expenses totaling approximately $57,000. Of this amount, 405,754 was issued pursuant to the Company‘s S-8 Plan. The offering was not a
public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner
of the offering. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received,
share certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately
redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by the
Company. Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the
Securities Act for this transaction.


                                                                   II-13
During the three months ended June 30, 2011, the Company issued 80,000 shares of common stock as a result of 88,889 warrants exercised on
a cashless basis. The Company exchanged its securities with existing security holders and no remuneration or commission was paid in reliance
on Section 3(a)(9) of the Securities Act.

In the three months ended June 30, 2011, the Company issued 1,388,890 shares of common stock to 2 investors from proceeds of sale of
restricted common stock. The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an
insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as
required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This
restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This
offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the
requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

In the three months ended June 30, 2011, one shareholder converted 3,852 shares of Series A Preferred Stock into 38,520 shares of common
stock. The Company exchanged its securities with existing security holders and no remuneration or commission was paid in reliance on
Section 3(a)(9) of the Securities Act.

During the three months ended June 30, 2011, the Company issued short term convertible bridge notes payable in an aggregate principal
amount of $170,000. The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial
number of persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as required by
Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This restriction
ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This offering was done
with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company has met the requirements
to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

Third Quarter 2011

Between July 1, 2011 and September 13, 2011, the Company issued short term convertible bridge notes payable in the principal amount of
$75,000 to two members of board of directors. The notes bear interest at 10% interest and are due in 30 days from the effective date. The
offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and
because of the manner of the offering. In addition, the investors had the necessary investment intent as required by Section 4(2) since they
agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will
not be immediately redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation
or advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under
Section 4(2) of the Securities Act for these transactions.

On July 27, 2011, the Company issued a convertible promissory note in the principal amount of $42,500 to one investor. The note bears interest
at 8%, and is due six months from the effective date. The offering was not a public offering as defined in Section 4(2) because the offer and
sale was made to a single individual and because of the manner of the offering. In addition, the investor had the necessary investment intent as
required by Section 4(2) since such individual agreed to, and received, share certificates bearing a legend stating that such shares are restricted.
This restriction ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This
offering was done with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the
requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

Between August 5, 2011 and September 13, 2011, the Company issued short term convertible bridge notes payable in the principal amount of
$51,000 to one investor. The notes bear interest at 0% interest and are due in 30 days from the effective date. The offering was not a public
offering as defined in Section 4(2) because the offer and sale was made to a single individual and because of the manner of the offering. In
addition, the investor had the necessary investment intent as required by Section 4(2) since such individual agreed to, and received, share
certificates bearing a legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately
redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by the
Company. Based on an analysis of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) of the
Securities Act for this transaction.

On August 24, 2011 in connection with the Equity Credit Agreement we issued 1,034,340 shares of our common stock to Eclipse as a portion
of its commitment fee. The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial
number of persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as required by
Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This restriction
ensured that these shares will not be immediately redistributed into the market and therefore be part of a public offering. This offering was done
with no general solicitation or advertising by the Company. Based on an analysis of the above factors, the Company met the requirements to
qualify for exemption under Section 4(2) of the Securities Act for this transaction.
II-14
On September 22, 2011, the Company issued $35,000 convertible promissory note in the principal amount of $35,000 to one investor. The note
bears interest at 8%, and is due six months from the effective date. The offering was not a public offering as defined in Section 4(2) and
Regulation D because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition,
the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a
legend stating that such shares are restricted. This restriction ensured that these shares will not be immediately redistributed into the market and
therefore be part of a public offering. This offering was done with no general solicitation or advertising by the Company. Based on an analysis
of the above factors, the Company met the requirements to qualify for exemption under Section 4(2) and Regulation D of the Securities Act for
this transaction.

 ITEM 16. EXHIBITS

Exhibit
No.            Description

3.1            Certificate of Incorporation of the Company (incorporated herein by reference to the Company‘s Form SB-2 filed with the
               Securities and Exchange Commission on May 22, 2002 (File No. 333-97687)
3.2            By-laws of the Company (incorporated herein by reference to the Company‘s Form SB-2 filed with the Securities and Exchange
               Commission on May 22, 2002 (File No. 333-97687)
3.3            Certificate of Amendment effective April 26, 2005 (incorporated herein by reference to the Company‘s Form 8-K filed May 2,
               2005)
3.4            Form of Certificate Designations, Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights of Series A 7%
               Convertible Preferred Stock, $0.0001 par value (incorporated herein by reference to Form 8-K filed on February 13, 2007)
3.5            Amended By-Laws of the Company (incorporated herein by reference to Form 8-K filed March 4, 2009)
3.6            Certificate of Designation of Series B Preferred Stock (incorporated herein by reference to the Company‘s Form 10-Q filed with
               the Securities and Exchange Commission on November 16, 2009)
3.7            Amended and Restated Certificate of Designations of Series B Preferred Stock (incorporated herein by reference to the
               Company‘s Form 10-K filed with the Securities and Exchange Commission on March 31, 2010)
3.8            Amended and Restated Certificate of Designation of Series B Preferred Stock (Second) (incorporated herein by reference to the
               Company‘s Form 8-K filed with the Securities and Exchange Commission on October 21, 2010)
3.9            Certificate of Ownership and Merger filed with the State of Delaware (incorporated herein by referent to the Company‘s Form
               8K filed on December 29, 2010)
3.10           Certificate of Amendment to Certificate of Incorporation, filed July 7, 2010 *
4.1            Specimen Common Stock Certificate of the Company*
4.2            Company 2004 Stock Plan, dated January 1, 2004 (incorporated herein by reference to the Company‘s Form 10-KSB filed with
               the Securities and Exchange Commission on March 16, 2004)
4.3            2009 Incentive Stock Plan (incorporated by reference to S-8 filed on October 19, 2010)
4.4            Form of 10% Convertible Promissory Note*
4.5            Form of 10% Convertible Promissory Note with restrictions *
4.6            Form of Promissory Note dated May 27, 2010 (10% Interest Rate) *
4.7            Form of Senior Promissory Note dated May 27, 2010 *
4.8            Form of Senior Promissory Note dated March 15, 2011*
4.9            Form of Senior Promissory Note dated December 29, 2010, as amended *
4.10           Form of Convertible Promissory Note (8% Interest Rate)*
4.11           Form of Promissory Note (Up to a Maximum of $200,000)*
4.12           Form of Senior Promissory Note (10% Interest Rate)*
4.13           Form of Warrant with an exercise price of $.15 per share on a cashless basis*
4.14           Form of Warrant with an exercise price of $.15 per share (private placement)*
4.15           Form of Warrant with a ceiling exercise price of $.15 per share at 30 day VWAP*
4.16           Form of Warrant with an exercise price of $.15 per share (promissory note)*
4.17           Form of Warrant with an exercise price of $.10 per share*
4.18           Form of Warrant with an exercise price of $.01 per share*
4.19           Form of Warrant with an exercise price of $.25 per share*
4.20           Form of Warrant with an exercise price of $.25 per share and detailed piggyback registration rights*
4.21           Form of Warrant with an exercise price of $.35 per share and detailed piggyback registration rights*
4.22           Form of Warrant with an exercise price of $.35 per share*


                                                                       II-15
4.23    Form of Warrant with an exercise price of $.14 per share and detailed piggyback registration rights*
4.24    Form of Warrant with an exercise price of $.14 per share*
4.25    Form of Warrant with an exercise price of $.10 per share (cashless exercise)*
5.1     Opinion of Gracin & Marlow, LLP *
10.1    Lease Agreement, dated June 1, 2006, between the Company and RA 6800 Jericho Turnpike LLC
        (Incorporated herein by reference to the Company‘s Form 8-K filed June 12, 2006)
10.2    Series A Preferred Stock Purchase Agreement dated March 9, 2007 by and between the Registrant and Michael Zuhoski.
        (incorporated herein by reference to Form 8-K filed June 6, 2007)
10.3    Separation Agreement between the Company and Mr. William Bozsnyak dated February 10, 2009.
        (incorporated herein by reference to Form 10-K filed April 14, 2009)
10.4    Erica Zalbert Employment Agreement dated as of June 1, 2009 (incorporated by reference to the Company‘s Form 10-Q on
        November 16, 2009)
10.5    Series B Convertible Preferred Stock Purchase Agreement dated September 9, 2009 by and between the Company and Rock
        Island Capital, LLC (―Series B Convertible Stock Purchase Agreement‖) (incorporated herein by reference to the Company‘s
        10-Q filed November 16, 2009)
10.6    Addendum to Series B Convertible Stock Purchase Agreement dated August 13, 2009 (incorporated herein by reference to the
        Company‘s 10-Q filed November 16, 2009)
10.7    Addendum to Series B Convertible Stock Purchase Agreement dated August 26, 2009 (incorporated herein by reference to the
        Company‘s 10-Q filed November 16, 2009)
10.8    Amendment No. 1 to Series B Convertible Preferred Stock Purchase Agreement (incorporated herein by reference to 10-Q filed
        November 16, 2009)
10.9    Amendment No. 2 to Series B Convertible Preferred Stock Purchase Agreement (incorporated herein by reference to 10-K filed
        March 31, 2010)
10.10   Amendment No. 3 to Series B Convertible Preferred Stock Purchase Agreement (incorporated by reference to the Company‘s
        Form 8K filed on June 1, 2010)
10.11   Amendment No. 4 to Series B Convertible Preferred Stock Purchase Agreement (incorporated by reference to Form 10Q filed
        on August 23, 2010)
10.12   Amendment No. 5 to Series B Convertible Preferred Stock Purchase Agreement (incorporated by reference to 10-Q filed
        November 15, 2010)
10.13   Investment Agreement dated as of August 24, 2011 between the Company and Eclipse Advisors, LLC (incorporated by
        reference to Form 8-K filed August 26, 2011)
10.14   Registration Rights Agreement dated as of August 24, 2011 between the Company and Eclipse Advisors, LLC (incorporated by
        reference to Form 8-K filed August 26, 2011)
10.15   Peter Charles Employment Agreement effective as of October 2009*
10.16   Dmidnights, Inc. Consulting Agreement effective as of October 2010*
14      Code of Ethics of the Company (incorporated by reference to the Company‘s Form 10-KSB filed on March 16, 2004)
21      List of Subsidiaries (incorporated by reference to the Company‘s Form 10-KSB filed on April 17, 2006)
23.1    Consent of Sherb & Co., LLP*
23.2    Consent of Gracin & Marlow, LLP (included in exhibit 5.1)*

*       Filed herewith


                                                            II-16
ITEM 28. UNDERTAKINGS

A. Rule 415 Offering

The undersigned registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering price set forth in the ―Calculation of Registration Fee‖ table in
the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed on the registration statement or any
material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of the securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned registrant will be a seller and will be considered to offer or sell
such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424
(§230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

B. Request for Acceleration of Effective Date

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


                                                                         II-17
                                                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly authorized this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Syosset, state of New York, on October 21, 2011.

PROTEXT MOBILITY, INC.

By:    /s/ Peter Charles
       Peter Charles, Interim Chief Executive Officer, Chief Operating
       Officer, and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.

Signature                                                    Title                                                  Date

/s/ Peter Charles                                            Chief Operating Officer and Interim Chief              October 21, 2011
                                                             Executive Officer
Peter Charles                                                (Principal Executive Officer)

/s/ Erica Zalbert                                            Chief Financial Officer                                October 21, 2011
Erica Zalbert                                                (Principal Accounting Officer)

/s/ Frank Chester                                            Director                                               October 21, 2011
Frank Chester

/s/ David Lewis                                              Director                                               October 21, 2011
David Lewis

/s/ Tyler Olbres                                             Director                                               October 21, 2011
Tyler Olbres


                                                                        II-18
                                                                                                                                       Exhibit 3.10

                                                           Certificate of Amendment
                                                                        of
                                                          Certificate of Incorporation
                                                                        of
                                                               Echo Metrix, Inc.

                                          Under Section 242 of the Delaware General Corporation Law

                      Echo Metrix, Inc., a corporation organized and existing under the laws of the State of Delaware (the ―Corporation‖)
           hereby certifies as follows:

                     1.          The Certificate of Incorporation of the Corporation is hereby amended by changing Article FOURTH, so that,
           as amended, said Article FOURTH shall be and read as follows:

          FOURTH: The aggregate number of shares of capital stock which the Corporation is authorized to issue is four hundred twenty-five
million (425,000,000), divided as follows:

                  A.   Four hundred million (400,000,000) shares of Common Stock, $0.0001 par value per share.

                   B. Twenty-Five Million (25,000,000) shares of Preferred Stock, $0.0001 par value per share, which may be issued from
time to time in one or more classes or series with such dividend rates, voting rights, rights of conversion, rights upon dissolution or liquidation,
and with such designations or restrictions thereof as shall be determined by resolution adopted by the Board of Directors at the time such
stock is issued without further approval of the shareholders.

                      2.   The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General
           Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to
           vote thereon.

                       IN WITNESS WHEREOF, I have signed this Certificate this 7 day of July, 2010.


                                                                          Erica Zalbert
                                                                          Chief Financial Officer
                                                                                                                                   Exhibit 4.4

THIS CONVERTIBLE NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE
STATE SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER
THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS ON REDEMPTION AND CONVERSION SET FORTH IN THIS
AGREEMENT BETWEEN SEARCHHELP, INC. AND THE ORIGINAL HOLDER HEREOF.

                                                    SEARCHHELP, INC.
                                        10% CONVERTIBLE NOTE DUE SEPTEMBER 25, 2008

Note # XXXXX                                                                                                                State of New York

$XXXXX                                                                                                                               XXXXX

THIS NOTE is one of a series of duly authorized issued Notes of SEARCHHELP, INC., a Delaware corporation having an office located at
6800 Jericho Turnpike, Suite 208E, Syosset, New York 11791 (the ― Company ‖), designated as its 10% Convertible Notes, due XXXXX (the
― Notes ‖), in an aggregate principal amount of $XXXXX.

FOR VALUE RECEIVED , the Company promises to pay to the order of XXXXX, or registered assigns (the ― Holder ‖), the amount of
XXXXX ($25,000.00), on or before XXXXXX (the ― Maturity Date ‖), and to pay interest to the Holder on the principal sum at the rate of 10%
per annum, payable monthly (each an ― Interest Payment Date ‖), commencing XXXXX. Interest shall be calculated on the basis of a 360-day
year and for the actual number of days elapsed. Interest shall be payable, in the Company‘s sole discretion, in cash or additional shares of
Common Stock. In the event that the Company elects to pay interest with shares of its Common Stock, the Company shall issue the holder of
the Note such number of shares of Common Stock as calculated by dividing the dollar amount of the interest payment by the Market Price of
the shares of Common Stock. For purposes hereof, ―Market Price‖ shall mean the average volume weighted average price per share of the
Common Stock of the Company, as traded on the applicable market therefore, for the ten (10) trading days immediately preceding the day that
shall precede the due date of the interest payment by three business days. All overdue, accrued and unpaid interest and other amounts due
hereunder shall bear interest at the rate of 12% per annum and accrue daily from the date such interest is due hereunder through and including
the date of payment.

Should any amount payable under this Note become due and payable on other than a business day, the Maturity Date or any Interest Payment
Date shall be extended to the next succeeding business day. For the purposes of the preceding sentence, a business day shall be any day that is
not a Saturday, Sunday or legal holiday in the State of New York.

1.        EXCHANGE AND TRANSFER .

 (a)       The Holder may, at its option, in person or by duly authorized attorney, surrender this Note for exchange, at the principal business
office of the Company, and receive in exchange therefor, a new note in the same amount as the unpaid amount of this Note, each such new
Note to be dated as of the date of this Note and to be in such amount as remains unpaid and payable to such person or persons, or order, as the
Holder may designate in writing.
 (b)        Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Note and (in the case
of loss, theft or destruction) of an indemnity reasonably satisfactory to it, and upon surrender and cancellation of this Note, if mutilated, the
Company will deliver a new Note of like tenor in lieu of this Note. Any Note delivered in accordance with the provisions of this Section shall
be dated as of the date of this Note.

 (c)      No service charge will be made for such registration of transfer or exchange.

2.        PREPAYMENT .

 This Note may be prepaid by the Company in whole or in part at anytime, by providing at least thirty (30) days prior written notice to the
Holder. The Holders shall have the right to tender, and the Company shall honor any notices of conversion (as set forth in Section 4 ), without
restriction, delivered prior to the expiration of ten (10) days after receipt by the Holders of the prepayment notice. Any such prepayment by the
Company shall be in cash, shall include any accrued and unpaid interest thereon, and shall be free of any claim of subordination.

3.         CONVERSION .

 (a)        All outstanding principal and accrued interest on this Note is convertible, at the option of the Holder, at any time after XXXXXXX,
into fully paid and non-assessable shares of Common Stock at the conversion rate (the ― Conversion Rate ‖) of $.40 per share (the " Conversion
Shares ").

 (b)        Any such conversion shall be in the minimum amount of $10,000 and integral multiples of $10,000; provided, however, the final
conversion may be for all of the remaining principal and accrued interest. Any partial conversion of this Note shall be deemed a conversion of
the principal sum hereof until the entire principal amount is converted. Thereafter, any conversion shall be of accrued interest. If the Company
is the issuer of securities to be sold by it under an effective registration statement pursuant to the Securities Act of 1933, as amended, the
Company will provide no less than ten (10) days prior notice to the Holder and all conversion rights hereunder will terminate upon the closing
of the sale by the Company of the securities covered by said registration statement unless the Holder shall have converted this Note before said
date. In the event the Common Stock is split, subdivided or combined, the conversion rate thereafter in effect shall be appropriately adjusted
by the Company to provide the Holder with the number of Conversion Shares upon conversion such Holder would have received on such split,
subdivision or combination if it had converted this Note immediately prior thereto. In the event the Common Stock is reclassified or the
Company merges or combines with another entity in a transaction in which the holders of Common Stock receive securities or other
consideration in respect of such Common Stock, the Holder shall be entitled after such event to convert this Note into the kind and type of
securities it would have received had the Holder converted this Note immediately prior to such event.

 (c)       Piggyback Registration. The Company shall be obligated to register the Conversion Shares in accordance with the Securities Act if
the Company proposes, at any time after 150 days of the issuance date of this Note, to register any equity securities under the Securities Act,
with the exception of any such registration in connection with an employee benefit plan, a business combination, an exchange offer, a dividend
reinvestment plan, a merger or acquisition or pursuant to a registration statement on Form S-4 or Form S-8 or other comparable form, subject to
the consent of the underwriter if the potential registration relates to an offering being underwritten by such underwriter. On each such occasion
the Company will give written notice, no less than fifteen (15) business days prior to the anticipated filing date, of its intention to do
so. However, the Company may, at any time prior to the effectiveness of any such registration statement, in its sole discretion and without the
consent of the Holder, abandon the proposed registration. Written notice shall be deemed to have been duly given as follows: (i) if delivered in
person or by messenger or an overnight courier service against receipt, notice shall be deemed to be given on the date of receipt; (ii) if sent by
certified or registered mail, postage paid, return receipt requested, five business days after such notice is sent, or; (iii) if sent by telegram,
facsimile, telex or similar means, provided that a copy thereof is sent on the same day by postage paid first-class mail, the business day next
following the date such notice is sent.
4.         EVENT OF DEFAULT .

 In case the Company fails to pay back any outstanding amount of this Note for any reason whatsoever, the Holder may, by written notice to
the Company, declare the full principal amount of this Note (and, at such Holder's option, all other Notes then held by such Holder), together
with interest and other amounts owing in respect thereof, to the date of acceleration, to be, whereupon the same shall become, immediately due
and payable in cash. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or
annulment shall affect any subsequent Event of Default or impair any right consequent thereon. An Event of Default shall occur upon:

 (a)      Any default in the payment of the principal of, interest on or liquidated damages in respect of, this Note, free of any claim of
subordination, as and when the same shall become due and payable (whether on the applicable interest payment date, the Conversion Date, the
Maturity Date, by acceleration or otherwise).

 (b)        The Company commencing a case under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor
thereto, or the Company commencing any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company; or there is
commenced against the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 60 days; or
the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the
Company suffers any appointment of any custodian or the like for it or any substantial part of its property which continues undischarged or
unstayed for a period of 60 days; or the Company makes a general assignment for the benefit of creditors; or the Company shall fail to pay, or
shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall by any act or failure
to act indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for
the purpose of effecting any of the foregoing.

 (c)       The Company‘s default in any of its obligations or if an event shall occur, or shall fail to occur, which gives (or would give after the
passage of time or giving of notice or both) the payee of any such obligation the right to accelerate the payment thereof under any mortgage,
credit agreement or other facility, indenture agreement, promissory note or other instrument under which there may be issued, or by which
there may be secured or evidenced any indebtedness of the Company in an amount exceeding two hundred and fifty thousand dollars
($250,000), whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or
being declared due and payable prior to the date on which it would otherwise become due and payable.

5.         REPRESENTATIONS AND WARRANTIES OF THE HOLDER .

 (a)       The Holder is acquiring this Note for the Holder‘s own account, as principal, for investment purposes only, and not with any
intention to resell, distribute or otherwise dispose of or fractionalize this Note, in whole or in part.

 (b)       The Holder has not received any offering literature or prospectus, other than such information that is available publicly, and no
representations or warranties have been made to the Holder by the Company or their employees or agents, other than the representations set
forth herein.

 (c)       The Holder has had an unrestricted opportunity to: (i) obtain additional information concerning the offering of this Note, the terms,
conditions and restriction imposed upon this Note, the Company and any other matters relating directly or indirectly to the Holder's purchase of
this Note; and (ii) ask questions of, and receive answers from the Company and to obtain such additional information as may have been
necessary to investigate the Company and make an investment therein.
 (d)       The Holder has sufficient knowledge and experience in evaluating and investing in securities of companies similar in nature and
stage of development as the Company and acknowledges that it is able to fend for itself, bear the economic risk of its investment in the
Company for an indefinite period of time, has no need for liquidity in such investment, and it has such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks of an investment in the Company. The Holder has had an opportunity
to discuss the Company's business, management and financial affairs with the Company's management. The Holder understands that an
investment in and/or loan to the Company is speculative and that the Holder may ultimately lose the entire amount of its investment in and/or
loan to the Company.

 (e)      The Holder is not relying on the Company and/or the Company‘s legal and financial advisers with respect to any legal, investment or
tax considerations involved in the purchase, ownership and disposition of this Note. The Holder has relied solely upon the advice of, or has
consulted with, in regard to the legal, investment and tax considerations involved in the purchase, ownership and disposition of this Note, the
Holder's own legal counsel, business and/or investment adviser, accountant and tax adviser.

 (f)       The Holder understands that this Note cannot be sold or transferred, except in compliance with Rule 144 of the United States
Securities and Exchange Commission. In addition, the Holder understands that this Note has not been registered under the Securities Act of
1933, as amended (the ― 1933 Act ‖), or under any applicable state securities or blue sky laws or the laws of any other jurisdiction, and cannot
be resold unless registered or unless an exemption from registration is available. The Holder understands that there is no plan to register this
Note under any law.

 (g)        The Holder is aware that there is currently no market for this Note. The Holder recognizes that an investment in the Company
involves substantial risks, including loss of the entire amount of such investment, and the Holder has taken full cognizance of and understands
all of the risks related to the purchase of this Note and is willing and able to and can afford to bear the economic risks of an investment in the
Company for an indefinite period of time.

 (h)       The Holder has adequate means of providing for the Holder's current financial needs and contingencies, is able to bear the
substantial economic risks of an investment in the Company for an indefinite period of time, has no need for liquidity in such investment, and,
at the present time, could afford a complete loss of such investment.

 (i)      The Holder is an ―accredited investor‖ as that term is defined in Rule 506 of Regulation D under the 1933 Act inasmuch as the
Holder meets the requirements under Rule 506. All information that Holder has provided concerning the Holder, the Holder's financial
position and knowledge of financial and business matters is true, correct and complete.

 (j)      The Holder maintains its domicile at the residence address shown on first page and the Holder is a United States resident.

 (k)        Holder has not dealt with a broker in connection with the purchase of this Note and agrees to indemnify and hold the Company and
its officers harmless from any claims for brokerage or fees in connection with the transactions contemplated herein.

6.        COVENANTS OF THE COMPANY .

 (a)       The Company covenants that it will at all times reserve and keep available such number of authorized and unissued shares of the
Common Stock solely for the purpose of issuance upon conversion of the Notes and payment of interest on the Notes, each as herein provided,
free from preemptive rights or any other actual contingent purchase rights of persons other than the Holders.

 (b)       The obligations of the Company under this Note shall not be subject to reduction, limitation, impairment, termination, defense,
set-off, counterclaim or recoupment for any reason. Except as expressly provided herein, no provision of this Note shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of, interest and liquidated damages (if any) on, this Note
at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct obligation of the Company. This Note ranks
pari passu with all other Notes now or hereafter issued under the terms set forth herein. The Company may only voluntarily prepay the
outstanding principal amount on the Notes in accordance with Section 2 hereof.
7.        MISCELLANEOUS .

 (a)       Limited Rights of Holders . This Note shall not entitle the Holder to any of the rights of a stockholder of the Company, including
without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent converted into Conversion Shares in accordance with the terms
hereof.

 (b)        Amendments and Waivers . No provision of this Note may be amended without the express written consent of both the Company
and the Holder. No delay by the Company in exercising any power or right hereunder shall operate as a waiver of any power or right, nor shall
any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of any
other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in
writing by the Holder and then only to the extent set forth therein.

 (c)        Governing Law; Jurisdiction . This Note is made and delivered in, and shall be governed by and construed in accordance with the
laws of, the State of New York (without giving effect to principles of conflicts of laws of the State of New York or any other state), and any
dispute shall be resolved in the state or federal courts located in Nassau County, New York.

 (d)      Counterparts . This Agreement may be executed in one or more counterparts, including facsimile signatures, each of which shall be
deemed an original but all of which together will constitute one and the same instrument.

                                       [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                                      [SIGNATURE PAGE FOLLOWS]
 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above
indicated.

                                                         SEARCHHELP, INC.

                                                         By:
                                                               Name: William Bozsnyak
                                                               Title: Chief Executive Officer

Acknowledged & Agreed:




Name:
                                                                                                                                    Exhibit 4.5

THIS CONVERTIBLE NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE
STATE SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER
THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS ON REDEMPTION AND CONVERSION SET FORTH IN THIS
AGREEMENT BETWEEN SEARCHHELP, INC. AND THE ORIGINAL HOLDER HEREOF.

                                                      SEARCHHELP, INC.
                                             10% CONVERTIBLE NOTE DUE XXXXXXXX

Note # XXXXXX                                                                                                               State of New York

$XXXXXX                                                                                                                             XXXXXX

THIS NOTE is one of a series of duly authorized issued Notes of SEARCHHELP, INC., a Delaware corporation having an office located at
1055 Stewart Avenue, Bethpage, New York 11714 (the ― Company ‖), designated as its 10% Convertible Notes, due XXXXXX (the ― Notes
‖), in an aggregate principal amount of $XXXXX.

FOR VALUE RECEIVED , the Company promises to pay to the order of Arthur Bello, or registered assigns (the ― Holder ‖), the amount of
XXXXXX ($XXXXX), on or before XXXXXX (the ― Maturity Date ‖), ‖) and to pay interest to the Holder on the principal sum at the rate of
10% per annum, payable monthly (each an ― Interest Payment Date ‖), commencing XXXXXXX. Interest shall be calculated on the basis of a
360-day year and for the actual number of days elapsed. Interest shall be payable, in the Company‘s sole discretion, in cash or additional
shares of Common Stock. In the event that the Company elects to pay interest with shares of its Common Stock, the Company shall issue the
holder of the Note such number of shares of Common Stock as calculated by dividing the dollar amount of the interest payment by the Market
Price of the shares of Common Stock. For purposes hereof, ―Market Price‖ shall mean the average volume weighted average price per share of
the Common Stock of the Company, as traded on the applicable market therefore, for the ten (10) trading days immediately preceding the day
that shall precede the due date of the interest payment by three business days. All overdue, accrued and unpaid interest and other amounts due
hereunder shall bear interest at the rate of 12% per annum and accrue daily from the date such interest is due hereunder through and including
the date of payment. Notwithstanding anything to the contrary contained herein, the Company may not issue shares of common stock of the
Company (the ―Common Stock‖) in payment of interest and/or principal amount if. (i) the number of shares of Common Stock at the time
authorized, unissued and unreserved for all purposes, or held as treasury stock, is insufficient to pay interest hereunder in shares of Common
Stock; (ii) the issuance of such shares would result in the recipient thereof beneficially owning more than 4.999% of the issued and outstanding
shares of Common Stock as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.



Should any amount payable under this Note become due and payable on other than a business day, the Maturity Date or any Interest Payment
Date shall be extended to the next succeeding business day. For the purposes of the preceding sentence, a business day shall be any day that is
not a Saturday, Sunday or legal holiday in the State of New York.

1.        EXCHANGE AND TRANSFER .

 (a)       The Holder may, at its option, in person or by duly authorized attorney, surrender this Note for exchange, at the principal business
office of the Company, and receive in exchange therefor, a new note in the same amount as the unpaid amount of this Note, each such new
Note to be dated as of the date of this Note and to be in such amount as remains unpaid and payable to such person or persons, or order, as the
Holder may designate in writing.
 (b)        Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Note and (in the case
of loss, theft or destruction) of an indemnity reasonably satisfactory to it, and upon surrender and cancellation of this Note, if mutilated, the
Company will deliver a new Note of like tenor in lieu of this Note. Any Note delivered in accordance with the provisions of this Section shall
be dated as of the date of this Note.

 (c)      No service charge will be made for such registration of transfer or exchange.

2.        PREPAYMENT .

 This Note may be prepaid by the Company in whole or in part at anytime, by providing at least thirty (30) days prior written notice to the
Holder. The Holders shall have the right to tender, and the Company shall honor any notices of conversion (as set forth in Section 4 ), without
restriction, delivered prior to the expiration of ten (10) days after receipt by the Holders of the prepayment notice. Any such prepayment by the
Company shall be in cash, shall include any accrued and unpaid interest thereon, and shall be free of any claim of subordination.

3.         REDEMPTION .

                   (a)       On September 2, 2006, up until the Maturity Date, the holder may redeem all or any portion of this Note upon at
least sixty (60) days prior written notice to the Company.

              (b)       The Holder may also redeem all or any portion of this Note, upon the next private placement or public offering of
Common Stock occurring prior to the Maturity Date which raises at least $2,000,000, upon at least thirty (30) days prior written notice to the
Company.

4.         CONVERSION .

 (a)        All outstanding principal and accrued interest on this Note is convertible, at the option of the Holder, at any time after XXXXXX,
into fully paid and non-assessable shares of Common Stock at the conversion rate (the ― Conversion Rate ‖) of $.40 per share (the " Conversion
Shares ").


 (b)        Any such conversion shall be in the minimum amount of $10,000 and integral multiples of $10,000; provided, however, the final
conversion may be for all of the remaining principal and accrued interest. Any partial conversion of this Note shall be deemed a conversion of
the principal sum hereof until the entire principal amount is converted. Thereafter, any conversion shall be of accrued interest. If the Company
is the issuer of securities to be sold by it under an effective registration statement pursuant to the Securities Act of 1933, as amended, the
Company will provide no less than ten (10) days prior notice to the Holder and all conversion rights hereunder will terminate upon the closing
of the sale by the Company of the securities covered by said registration statement unless the Holder shall have converted this Note before said
date. In the event the Common Stock is split, subdivided or combined, the conversion rate thereafter in effect shall be appropriately adjusted
by the Company to provide the Holder with the number of Conversion Shares upon conversion such Holder would have received on such split,
subdivision or combination if it had converted this Note immediately prior thereto. In the event the Common Stock is reclassified or the
Company merges or combines with another entity in a transaction in which the holders of Common Stock receive securities or other
consideration in respect of such Common Stock, the Holder shall be entitled after such event to convert this Note into the kind and type of
securities it would have received had the Holder converted this Note immediately prior to such event.

 (c)       Piggyback Registration. The Company shall be obligated to register the Conversion Shares in accordance with the Securities Act if
the Company proposes, at any time after 150 days of the issuance date of this Note, to register any equity securities under the Securities Act,
with the exception of any such registration in connection with an employee benefit plan, a business combination, an exchange offer, a dividend
reinvestment plan, a merger or acquisition or pursuant to a registration statement on Form S-4 or Form S-8 or other comparable form, subject to
the consent of the underwriter if the potential registration relates to an offering being underwritten by such underwriter. On each such occasion
the Company will give written notice, no less than fifteen (15) business days prior to the anticipated filing date, of its intention to do
so. However, the Company may, at any time prior to the effectiveness of any such registration statement, in its sole discretion and without the
consent of the Holder, abandon the proposed registration. Written notice shall be deemed to have been duly given as follows: (i) if delivered in
person or by messenger or an overnight courier service against receipt, notice shall be deemed to be given on the date of receipt; (ii) if sent by
certified or registered mail, postage paid, return receipt requested, five business days after such notice is sent, or; (iii) if sent by telegram,
facsimile, telex or similar means, provided that a copy thereof is sent on the same day by postage paid first-class mail, the business day next
following the date such notice is sent.
5.         EVENT OF DEFAULT .

 In case the Company fails to pay back any outstanding amount of this Note for any reason whatsoever, the Holder may, by written notice to
the Company, declare the full principal amount of this Note (and, at such Holder's option, all other Notes then held by such Holder), together
with interest and other amounts owing in respect thereof, to the date of acceleration, to be, whereupon the same shall become, immediately due
and payable in cash. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or
annulment shall affect any subsequent Event of Default or impair any right consequent thereon. An Event of Default shall occur upon:

 (a)      Any default in the payment of the principal of, interest on or liquidated damages in respect of, this Note, free of any claim of
subordination, as and when the same shall become due and payable (whether on the applicable interest payment date, the Conversion Date, the
Maturity Date, by acceleration or otherwise).

 (b)        The Company commencing a case under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor
thereto, or the Company commencing any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company; or there is
commenced against the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 60 days; or
the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the
Company suffers any appointment of any custodian or the like for it or any substantial part of its property which continues undischarged or
unstayed for a period of 60 days; or the Company makes a general assignment for the benefit of creditors; or the Company shall fail to pay, or
shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company shall by any act or failure
to act indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for
the purpose of effecting any of the foregoing.

 (c)       The Company‘s default in any of its obligations or if an event shall occur, or shall fail to occur, which gives (or would give after the
passage of time or giving of notice or both) the payee of any such obligation the right to accelerate the payment thereof under any mortgage,
credit agreement or other facility, indenture agreement, promissory note or other instrument under which there may be issued, or by which
there may be secured or evidenced any indebtedness of the Company in an amount exceeding two hundred and fifty thousand dollars
($250,000), whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or
being declared due and payable prior to the date on which it would otherwise become due and payable.

6.         REPRESENTATIONS AND WARRANTIES OF THE HOLDER .

 (a)       The Holder is acquiring this Note for the Holder‘s own account, as principal, for investment purposes only, and not with any
intention to resell, distribute or otherwise dispose of or fractionalize this Note, in whole or in part.

 (b)       The Holder has not received any offering literature or prospectus, other than such information that is available publicly, and no
representations or warranties have been made to the Holder by the Company or their employees or agents, other than the representations set
forth herein.

 (c)       The Holder has had an unrestricted opportunity to: (i) obtain additional information concerning the offering of this Note, the terms,
conditions and restriction imposed upon this Note, the Company and any other matters relating directly or indirectly to the Holder's purchase of
this Note; and (ii) ask questions of, and receive answers from the Company and to obtain such additional information as may have been
necessary to investigate the Company and make an investment therein.
 (d)       The Holder has sufficient knowledge and experience in evaluating and investing in securities of companies similar in nature and
stage of development as the Company and acknowledges that it is able to fend for itself, bear the economic risk of its investment in the
Company for an indefinite period of time, has no need for liquidity in such investment, and it has such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks of an investment in the Company. The Holder has had an opportunity
to discuss the Company's business, management and financial affairs with the Company's management. The Holder understands that an
investment in and/or loan to the Company is speculative and that the Holder may ultimately lose the entire amount of its investment in and/or
loan to the Company.

 (e)      The Holder is not relying on the Company and/or the Company‘s legal and financial advisers with respect to any legal, investment or
tax considerations involved in the purchase, ownership and disposition of this Note. The Holder has relied solely upon the advice of, or has
consulted with, in regard to the legal, investment and tax considerations involved in the purchase, ownership and disposition of this Note, the
Holder's own legal counsel, business and/or investment adviser, accountant and tax adviser.

 (f)       The Holder understands that this Note cannot be sold or transferred, except in compliance with Rule 144 of the United States
Securities and Exchange Commission. In addition, the Holder understands that this Note has not been registered under the Securities Act of
1933, as amended (the ― 1933 Act ‖), or under any applicable state securities or blue sky laws or the laws of any other jurisdiction, and cannot
be resold unless registered or unless an exemption from registration is available. The Holder understands that there is no plan to register this
Note under any law.

 (g)        The Holder is aware that there is currently no market for this Note. The Holder recognizes that an investment in the Company
involves substantial risks, including loss of the entire amount of such investment, and the Holder has taken full cognizance of and understands
all of the risks related to the purchase of this Note and is willing and able to and can afford to bear the economic risks of an investment in the
Company for an indefinite period of time.

 (h)       The Holder has adequate means of providing for the Holder's current financial needs and contingencies, is able to bear the
substantial economic risks of an investment in the Company for an indefinite period of time, has no need for liquidity in such investment, and,
at the present time, could afford a complete loss of such investment.
 (i)       The Holder is an ―accredited investor‖ as that term is defined in Rule 506 of Regulation D under the 1933 Act inasmuch as the
Holder meets the requirements under Rule 506. All information that Holder has provided concerning the Holder, the Holder's financial
position and knowledge of financial and business matters is true, correct and complete.

 (j)      The Holder maintains its domicile at the residence address shown on first page and the Holder is a United States resident.

 (k)        Holder has not dealt with a broker in connection with the purchase of this Note and agrees to indemnify and hold the Company and
its officers harmless from any claims for brokerage or fees in connection with the transactions contemplated herein.

7.        COVENANTS OF THE COMPANY .

 (a)       The Company covenants that it will at all times reserve and keep available such number of authorized and unissued shares of the
Common Stock solely for the purpose of issuance upon conversion of the Notes and payment of interest on the Notes, each as herein provided,
free from preemptive rights or any other actual contingent purchase rights of persons other than the Holders.

 (b)       The obligations of the Company under this Note shall not be subject to reduction, limitation, impairment, termination, defense,
set-off, counterclaim or recoupment for any reason. Except as expressly provided herein, no provision of this Note shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of, interest and liquidated damages (if any) on, this Note
at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct obligation of the Company. This Note ranks
pari passu with all other Notes now or hereafter issued under the terms set forth herein. The Company may only voluntarily prepay the
outstanding principal amount on the Notes in accordance with Section 2 hereof.
8.        MISCELLANEOUS .

 (a)       Limited Rights of Holders . This Note shall not entitle the Holder to any of the rights of a stockholder of the Company, including
without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent converted into Conversion Shares in accordance with the terms
hereof.

 (b)        Amendments and Waivers . No provision of this Note may be amended without the express written consent of both the Company
and the Holder. No delay by the Company in exercising any power or right hereunder shall operate as a waiver of any power or right, nor shall
any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of any
other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in
writing by the Holder and then only to the extent set forth therein.

 (c)        Governing Law; Jurisdiction . This Note is made and delivered in, and shall be governed by and construed in accordance with the
laws of, the State of New York (without giving effect to principles of conflicts of laws of the State of New York or any other state), and any
dispute shall be resolved in the state or federal courts located in Nassau County, New York.

 (d)      Counterparts . This Agreement may be executed in one or more counterparts, including facsimile signatures, each of which shall be
deemed an original but all of which together will constitute one and the same instrument.

                                       [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                                      [SIGNATURE PAGE FOLLOWS]
 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above
indicated.

                                                         SEARCHHELP, INC.

                                                         By:
                                                               Name: William Bozsnyak
                                                               Title: Chief Executive Officer

Acknowledged & Agreed:




Name:
                                                                                                                            Exhibit 4.6

                                                  SENIOR PROMISSORY NOTE

NEITHER THIS SENIOR PROMISSORY NOTE NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAS BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ―ACT‖), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO THE SECURITIES, OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS SENIOR PROMISSORY NOTE HAS NOT BEEN QUALIFIED
WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF NEW YORK OR THE STATE OF DELAWARE OR ANY
OTHER STATE AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SUCH
SECURITIES IS EXEMPT FROM QUALIFICATION BY THE APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF NEW
YORK OR ANY OTHER STATE. THE RIGHTS OF THE HOLDER OF THIS PROMISSORY NOTE ARE EXPRESSLY CONDITIONED
UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

$XXXXX                                                                                                  Syosset, New York
                                                                                                           XXXXXX

                                                        ECHOMETRIX, INC.

                                                   SENIOR PROMISSORY NOTE

        Echometrix, Inc., a Delaware corporation (the ―Company‖), in exchange for a bridge note dated XXXXXXX hereby promises to pay
to XXXXXXX (the ―Holder‖), the principal amount of $50,000 (the ―Principal‖), together with interest on the unpaid amount thereof in
accordance with the terms hereof, from the date hereof until paid in accordance with the terms hereof.
1.   Terms of the Senior Promissory Note .

     1.1.     Interest Rate . The rate of interest hereunder (―Interest Rate‖) shall be ten percent (10%) per annum computed on the basis of a 360
              day year for the actual number of days elapsed. Interest is payable in unrestricted shares of the Company‘s common stock each
              quarter calculated at the trailing quarterly volume weighted average price.

     1.2.     Payment at Maturity Date . The Principal shall be due nine months from the effective date above.

     1.3.     Restricted Common Stock . The Holders shall receive one (1) restricted share of the Company‘s common stock for each one dollar
              ($1.00) of Principal exchanged within ten (10) days of the Company‘s receipt of this executed exchange note.

     1.4.     Interest in Arrears. The Holders shall receive all accrued and unpaid interest calculated through XXXXXXX in shares of
              unrestricted common stock at a calculated price of $0.12 per share. Total interest of $XXXXX shall be exchanged for XXXXX
              unrestricted common shares of the Company.

     1.5.     Conversion Feature . This senior note is convertible into free trading common shares at $0.14 per share.

     1.6.     Senior Debt Ranking . This senior debt class (Senior Promissory Note, This Note, Senior Debt, Senior Note) takes priority over all
              other unsecured or non-senior debt, as well as any senior debt issued in the future owed by Echometrix and or its affiliates. This
              Senior Debt also takes priority over any cash dividends or distributions to the Preferred B Shareholders. These senior notes take
              re-payment priority over all existing debt, as well as any debt issued in the future.

     1.7.     Mandatory Principal Repayment . This Note has a mandatory principal pay down in cash to each noteholder on a pro-rata
              basis. Mandatory cash principal payments of 50% of the net funds received will commence when the Company receives cash
              proceeds from currently outstanding non-cashless Option or Warrant exercises. Additionally, mandatory principal repayments of
              50% of the net positive cash flow will commence when the Company‘s cash flow for any one fiscal quarter shows positive cash
              flow in excess of $1 million based on quarterly filings.

     1.8.     Warrant. For every dollar of face/principal exchanged you shall receive a 1-year warrant to purchase common shares in
              Echometrix at $0.35 a share.

2.   Events of Default . The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an
     "Event of Default" hereunder:

                     (a)      The Company shall fail to make any payment of principal of, or interest on, this Note when due and payable or
            declared due and payable;



                                                                        -2-
                  (b)       The Company shall fail or neglect to perform, keep or observe any provision of this Note;

                 (c)       The Company files a bankruptcy petition, a bankruptcy petition is filed against the Company, or the Company
         makes a general assignment for the benefit of creditors.

 Upon the occurrence of any Event of Default, Holder may (i) declare all indebtedness evidenced by this Senior Promissory Note to be
immediately due and repaid before any other debt class holder(s) receive any repayment, whereupon all such indebtedness shall become due
and payable, without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Company, and (ii)
exercise all rights and remedies available under this Senior Note and applicable law.

3.   Miscellaneous .

     3.1 Transfer of Note. This Senior Note shall not be transferable or assignable in any manner, except to affiliates of the Holders.

     3.2 Titles and Subtitles . The titles and subtitles used in this Senior Note are for convenience only and are not to be considered in
         construing or interpreting this Note.

     3.3 Notices . Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval,
         declaration or other communication shall or may be given to or served upon Holder or Company in connection with this Agreement,
         or whenever Holder or Company desires to give or serve upon the other any communication with respect to this Agreement, each
         such notice, demand, request, consent, approval, declaration or other communication shall be in writing, and shall be deemed to be
         properly given (a) when personally delivered, (b) three Business Days after deposit in the mail, if mailed by United States first class,
         certified or registered mail, postage prepaid, (c) one day after deposit with a public telegraph company for transmittal, charges
         prepaid, or (d) if given by facsimile, when the appropriate confirmation is received:

                           If to Holder, at

                           _________________
                           _________________
                           _________________
                           Fax No. __________

                           If to Company, at

                           Echometrix, Inc.
                           6800 Jericho Turnpike, Suite 208E
                           Syosset, New York 11791
                           Attn: CEO
                           Fax No. 516-802-0228


                                                                      -3-
or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived
in writing by the Person entitled to receive such notice.

    3.4 Amendments and Waivers. This Senior Note is issued by the Company pursuant to the Agreement. This Note may be amended and
        the observance of any other term of this Note may be waived (either generally or in a particular instance and either retroactively or
        prospectively), with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with this
        Section 4.5 shall be binding upon the Holder of this Note, each future holder of all such securities and the Company.

    3.5 Beneficiaries. This Senior Note and all the provisions, conditions, promises and covenants hereof shall inure to the benefit of
        Holder, its successors and assigns, and shall be binding in accordance with the terms hereof upon the Company, its successors and
        assigns, provided nothing herein shall be deemed consent to any assignment restricted or prohibited by the terms of this Note.

    3.6 Governing Law; Severability. This Senior Note shall be governed by and construed and enforced in accordance with the laws of the
        State of New York. If any provision of this Note is prohibited by, or is unlawful or unenforceable under, any applicable law of any
        jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition without invalidating the
        remaining provisions hereof; provided that where the provisions of any such applicable law may be waived, they hereby are waived
        by the Company to the full extent permitted by law in order that this Note shall be deemed to be a valid and binding promissory note
        in accordance with its terms.

    3.7 Independent Counsel. Holder acknowledges and agrees that Holder has been provided the opportunity and encouraged to consult with
        counsel of Holder‘s own choosing with respect to this Note.



                                                                    -4-
    3.8 Usury. Notwithstanding any provision to the contrary contained in this Senior Note, or any and all other instruments or documents
        executed in connection herewith, Holder and the Company intend that the obligations evidenced by this Note conform strictly to the
        applicable usury laws from time to time in force. All agreements between the Company and Holder, whether now existing or
        hereafter arising and whether oral or written, hereby are expressly limited so that in no case, contingency or event whatsoever,
        whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid to Holder, or collected by Holder,
        by or on behalf of the Company for the use, forbearance or detention of the money to be loaned to the Company hereunder or
        otherwise, or for the payment or performance of any covenant or obligation contained herein of the Company to Holder, or in any
        other document evidencing, securing or pertaining to such indebtedness evidenced hereby, exceed the maximum amount permissible
        under applicable usury law. If, under any circumstances whatsoever, fulfillment of any provisions thereof or any other document, at
        the time performance of such provisions shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso
        facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if under any circumstances Holder ever shall
        receive from or on behalf of the Company an amount deemed interest, by applicable law, which would exceed the highest lawful rate,
        such amount that would be excessive interest under applicable usury laws shall be applied to the reduction of the Company's unpaid
        Principal owing hereunder and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and
        such other indebtedness, the excess shall be deemed to have been a payment as a result of an error on the part of Holder and the
        Company and the party receiving such excess payment shall promptly, upon discovery of such error or upon notice thereof from the
        party making such payment, refund to the Company or to any other person making such payment on the Company's behalf, and this
        Note shall be automatically deemed reformed so as to permit only the collection of the maximum non-usurious rate and amount of
        interest allowed by applicable law. All sums paid or agreed to be paid to Holder or any other holders hereof for the use, forbearance
        or detention of the indebtedness evidenced hereby shall, to the full extent permitted by applicable law, be amortized, prorated,
        allocated and spread through the full term of this Note.

    3.9 Waiver of Jury Trial. THE COMPANY AND HOLDER EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
        ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE OR ANY DOCUMENT OR
        UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
        FUTURE BE DELIVERED IN CONNECTION WITH THIS NOTE AND AGREES THAT ANY SUCH ACTION OR
        PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE COMPANY AGREES THAT THE
        COMPANY WILL NOT ASSERT ANY CLAIM AGAINST HOLDER ON ANY THEORY OF LIABILITY FOR SPECIAL,
        INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

                                                                       ECHOMETRIX, INC

                                                                       By:
                                                                                   Erica Zalbert, Chief Financial Officer

Accepted by:




                                                                     -5-
                                                                                                                           Exhibit 4.7

                                                  SENIOR PROMISSORY NOTE

NEITHER THIS SENIOR PROMISSORY NOTE NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAS BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ―ACT‖), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO THE SECURITIES, OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS SENIOR PROMISSORY NOTE HAS NOT BEEN QUALIFIED
WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF NEW YORK OR THE STATE OF DELAWARE OR ANY
OTHER STATE AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SUCH
SECURITIES IS EXEMPT FROM QUALIFICATION BY THE APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF NEW
YORK OR ANY OTHER STATE. THE RIGHTS OF THE HOLDER OF THIS PROMISSORY NOTE ARE EXPRESSLY CONDITIONED
UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

$XXXXX                                                                                               Syosset, New York
                                                                                                        XXXXXX

                                                        ECHOMETRIX, INC.

                                                   SENIOR PROMISSORY NOTE

        Echometrix, Inc., a Delaware corporation (the ―Company‖), in exchange for a bridge note dated XXXXXXX hereby promises to pay
to XXXXXXX (the ―Holder‖), the principal amount of $50,000 (the ―Principal‖), together with interest on the unpaid amount thereof in
accordance with the terms hereof, from the date hereof until paid in accordance with the terms hereof.
1.   Terms of the Senior Promissory Note .

     1.1.     Interest Rate . The rate of interest hereunder (―Interest Rate‖) shall be ten percent (10%) per annum computed on the basis of a 360
              day year for the actual number of days elapsed. Interest is payable in unrestricted shares of the Company‘s common stock each
              quarter calculated at the trailing quarterly volume weighted average price.

     1.2.     Payment at Maturity Date . The Principal shall be due nine months from the effective date above.

     1.3.     Restricted Common Stock . The Holders shall receive one (1) restricted share of the Company‘s common stock for each one dollar
              ($1.00) of Principal exchanged within ten (10) days of the Company‘s receipt of this executed exchange note.

     1.4.     Interest in Arrears. The Holders shall receive all accrued and unpaid interest calculated through XXXXXXX in shares of
              unrestricted common stock at a calculated price of $0.12 per share. Total interest of $XXXXX shall be exchanged for XXXXX
              unrestricted common shares of the Company.

     1.5.     Conversion Feature . This senior note is convertible into free trading common shares at $0.14 per share.

     1.6.     Senior Debt Ranking . This senior debt class (Senior Promissory Note, This Note, Senior Debt, Senior Note) takes priority over all
              other unsecured or non-senior debt, as well as any senior debt issued in the future owed by Echometrix and or its affiliates. This
              Senior Debt also takes priority over any cash dividends or distributions to the Preferred B Shareholders. These senior notes take
              re-payment priority over all existing debt, as well as any debt issued in the future.

     1.7.     Mandatory Principal Repayment . This Note has a mandatory principal pay down in cash to each noteholder on a pro-rata
              basis. Mandatory cash principal payments of 50% of the net funds received will commence when the Company receives cash
              proceeds from currently outstanding non-cashless Option or Warrant exercises. Additionally, mandatory principal repayments of
              50% of the net positive cash flow will commence when the Company‘s cash flow for any one fiscal quarter shows positive cash
              flow in excess of $1 million based on quarterly filings.

     1.8.     Warrant. For every dollar of face/principal exchanged you shall receive a 1-year warrant to purchase common shares in
              Echometrix at $0.35 a share.

2.   Events of Default . The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an
     "Event of Default" hereunder:

                     (a)      The Company shall fail to make any payment of principal of, or interest on, this Note when due and payable or
            declared due and payable;


                                                                        -2-
                   (b)       The Company shall fail or neglect to perform, keep or observe any provision of this Note;

                  (c)       The Company files a bankruptcy petition, a bankruptcy petition is filed against the Company, or the Company
          makes a general assignment for the benefit of creditors.

 Upon the occurrence of any Event of Default, Holder may (i) declare all indebtedness evidenced by this Senior Promissory Note to be
immediately due and repaid before any other debt class holder(s) receive any repayment, whereupon all such indebtedness shall become due
and payable, without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Company, and (ii)
exercise all rights and remedies available under this Senior Note and applicable law.

3.    Miscellaneous .

     3.1 Transfer of Note. This Senior Note shall not be transferable or assignable in any manner, except to affiliates of the Holders.

     3.2 Titles and Subtitles . The titles and subtitles used in this Senior Note are for convenience only and are not to be considered in
         construing or interpreting this Note.

     3.3 Notices . Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval,
         declaration or other communication shall or may be given to or served upon Holder or Company in connection with this Agreement, or
         whenever Holder or Company desires to give or serve upon the other any communication with respect to this Agreement, each such
         notice, demand, request, consent, approval, declaration or other communication shall be in writing, and shall be deemed to be properly
         given (a) when personally delivered, (b) three Business Days after deposit in the mail, if mailed by United States first class, certified or
         registered mail, postage prepaid, (c) one day after deposit with a public telegraph company for transmittal, charges prepaid, or (d) if
         given by facsimile, when the appropriate confirmation is received:

                             If to Holder, at

                             _________________
                             _________________
                             _________________
                             Fax No. __________

                             If to Company, at

                             Echometrix, Inc.
                             6800 Jericho Turnpike, Suite 208E
                             Syosset, New York 11791
                             Attn: CEO
                             Fax No. 516-802-0228


                                                                         -3-
or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived
in writing by the Person entitled to receive such notice.

   3.4 Amendments and Waivers. This Senior Note is issued by the Company pursuant to the Agreement. This Note may be amended and
       the observance of any other term of this Note may be waived (either generally or in a particular instance and either retroactively or
       prospectively), with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with this
       Section 4.5 shall be binding upon the Holder of this Note, each future holder of all such securities and the Company.

   3.5 Beneficiaries. This Senior Note and all the provisions, conditions, promises and covenants hereof shall inure to the benefit of Holder,
       its successors and assigns, and shall be binding in accordance with the terms hereof upon the Company, its successors and assigns,
       provided nothing herein shall be deemed consent to any assignment restricted or prohibited by the terms of this Note.

   3.6 Governing Law; Severability. This Senior Note shall be governed by and construed and enforced in accordance with the laws of the
       State of New York. If any provision of this Note is prohibited by, or is unlawful or unenforceable under, any applicable law of any
       jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition without invalidating the
       remaining provisions hereof; provided that where the provisions of any such applicable law may be waived, they hereby are waived by
       the Company to the full extent permitted by law in order that this Note shall be deemed to be a valid and binding promissory note in
       accordance with its terms.

   3.7 Independent Counsel. Holder acknowledges and agrees that Holder has been provided the opportunity and encouraged to consult with
       counsel of Holder‘s own choosing with respect to this Note.


                                                                    -4-
   3.8 Usury. Notwithstanding any provision to the contrary contained in this Senior Note, or any and all other instruments or documents
       executed in connection herewith, Holder and the Company intend that the obligations evidenced by this Note conform strictly to the
       applicable usury laws from time to time in force. All agreements between the Company and Holder, whether now existing or hereafter
       arising and whether oral or written, hereby are expressly limited so that in no case, contingency or event whatsoever, whether by
       acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid to Holder, or collected by Holder, by or on
       behalf of the Company for the use, forbearance or detention of the money to be loaned to the Company hereunder or otherwise, or for
       the payment or performance of any covenant or obligation contained herein of the Company to Holder, or in any other document
       evidencing, securing or pertaining to such indebtedness evidenced hereby, exceed the maximum amount permissible under applicable
       usury law. If, under any circumstances whatsoever, fulfillment of any provisions thereof or any other document, at the time
       performance of such provisions shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the
       obligation to be fulfilled shall be reduced to the limit of such validity; and if under any circumstances Holder ever shall receive from or
       on behalf of the Company an amount deemed interest, by applicable law, which would exceed the highest lawful rate, such amount
       that would be excessive interest under applicable usury laws shall be applied to the reduction of the Company's unpaid Principal owing
       hereunder and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and such other
       indebtedness, the excess shall be deemed to have been a payment as a result of an error on the part of Holder and the Company and the
       party receiving such excess payment shall promptly, upon discovery of such error or upon notice thereof from the party making such
       payment, refund to the Company or to any other person making such payment on the Company's behalf, and this Note shall be
       automatically deemed reformed so as to permit only the collection of the maximum non-usurious rate and amount of interest allowed
       by applicable law. All sums paid or agreed to be paid to Holder or any other holders hereof for the use, forbearance or detention of the
       indebtedness evidenced hereby shall, to the full extent permitted by applicable law, be amortized, prorated, allocated and spread
       through the full term of this Note.

   3.9 Waiver of Jury Trial. THE COMPANY AND HOLDER EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
       OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE OR ANY DOCUMENT OR UNDER ANY
       AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
       DELIVERED IN CONNECTION WITH THIS NOTE AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE
       TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE COMPANY AGREES THAT THE COMPANY WILL NOT
       ASSERT ANY CLAIM AGAINST HOLDER ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT,
       CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

                                                                        ECHOMETRIX, INC


                                                                        By:
                                                                                 Erica Zalbert, Chief Financial Officer
Accepted by:

___________________


                                                                      -5-
                                                                                                                          Exhibit 4.8

                                                  SENIOR PROMISSORY NOTE

NEITHER THIS SENIOR PROMISSORY NOTE NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAS BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ―ACT‖), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO THE SECURITIES, OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS SENIOR PROMISSORY NOTE HAS NOT BEEN QUALIFIED
WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF NEW YORK OR THE STATE OF DELAWARE OR ANY
OTHER STATE AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SUCH
SECURITIES IS EXEMPT FROM QUALIFICATION BY THE APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF NEW
YORK OR ANY OTHER STATE. THE RIGHTS OF THE HOLDER OF THIS SENIOR PROMISSORY NOTE ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

$XXXXXX                                                                                             Syosset, New York
                                                                                                       XXXXXX

                                                    PRO TEXT MOBILITY, INC.

                                                   SENIOR PROMISSORY NOTE

        PRO TEXT MOBILITY, INC., a Delaware corporation (the ―Company‖), for value received, hereby promises to pay to XXXXXX
the ―Holder‖), the principal amount of XXXXXX ($XXXXXX) (the ―Principal‖), together with interest on the unpaid amount thereof in
accordance with the terms hereof, from the date hereof until paid in accordance with the terms hereof.
1.   Terms of the Senior Promissory Note .

     1.1.   Interest Rate . The rate of interest hereunder (―Interest Rate‖) shall be ten percent (10%) per annum computed on the basis of a 360
            day year for the actual number of days elapsed. Interest is paid upon Senior Promissory Note being repaid.

     1.2.   Payment at Maturity Date . The Principal together with accrued interest thereon shall be due and payable in 90 days from the date
            of the note (the ―Maturity Date‖).

     1.3.   Security. This senior promissory note is secured by the assets and intellectual property of the Company and is Senior to unsecured
            creditors.

     1.4.   Conversion. The principal and accrued interest may be converted at any time at $0.14 per share.

2.   Use of Proceeds . The Proceeds from this debt are to be used to existing debt and general working capital purposes.

3.   Events of Default . The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an
     "Event of Default" hereunder:

                   (a)      The Company shall fail to make any payment of principal of, or interest on, this Note when due and payable or
            declared due and payable;

                  (b)       The Company shall fail or neglect to perform, keep or observe any provision of this Note;

                  (c)       The Company files a bankruptcy petition, a bankruptcy petition is filed against the Company, or the Company
            makes a general assignment for the benefit of creditors.

 Upon the occurrence of any Event of Default, Holder may (i) declare all indebtedness evidenced by this Promissory Note to be immediately
due and repaid before any other debt class holder(s) receive any repayment, whereupon all such indebtedness shall become due and payable,
without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Company, and (ii) exercise all
rights and remedies available under this Note and applicable law.

4.   Miscellaneous .

     3.1 Transfer of Note. This Note shall not be transferable or assignable in any manner, except to affiliates of the Holder.

     3.2 Titles and Subtitles . The titles and subtitles used in this Note are for convenience only and are not to be considered in construing or
         interpreting this Note.


                                                                      -2-
    3.3 Notices . Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval,
        declaration or other communication shall or may be given to or served upon Holder or Company in connection with this Agreement,
        or whenever Holder or Company desires to give or serve upon the other any communication with respect to this Agreement, each
        such notice, demand, request, consent, approval, declaration or other communication shall be in writing, and shall be deemed to be
        properly given (a) when personally delivered, (b) three Business Days after deposit in the mail, if mailed by United States first class,
        certified or registered mail, postage prepaid, (c) one day after deposit with a public telegraph company for transmittal, charges
        prepaid, or (d) if given by facsimile, when the appropriate confirmation is received:

                          If to Holder, at

                          _________________
                          _________________
                          _________________
                          Fax No. __________

                          If to Company, at

                          PRO TEXT MOBILITY, INC.
                          6800 Jericho Turnpike, Suite 208E
                          Syosset, New York 11791
                          Attn: CEO
                          Fax No. 516-802-0228

or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived
in writing by the Person entitled to receive such notice.

    4.4.   Attorneys‘ Fees. In the event that Holder institutes legal proceedings to enforce the Loan Documents, the Company agrees to pay to
           Holder, in addition to any indebtedness due and unpaid, all costs and expenses of such proceedings, including reasonable attorneys'
           fees.

    4.5.   Amendments and Waivers. This Note is issued by the Company pursuant to the Agreement. This Note may be amended and the
           observance of any other term of this Note may be waived (either generally or in a particular instance and either retroactively or
           prospectively), with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with
           this Section 4.5 shall be binding upon the Holder of this Note, each future holder of all such securities and the Company.

    4.6.   Beneficiaries. This Note and all the provisions, conditions, promises and covenants hereof shall inure to the benefit of Holder, its
           successors and assigns, and shall be binding in accordance with the terms hereof upon the Company, its successors and assigns,
           provided nothing herein shall be deemed consent to any assignment restricted or prohibited by the terms of this Note.


                                                                     -3-
4.7.   Governing Law; Severability. This Note shall be governed by and construed and enforced in accordance with the laws of the State
       of New York. If any provision of this Note is prohibited by, or is unlawful or unenforceable under, any applicable law of any
       jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition without invalidating the
       remaining provisions hereof; provided that where the provisions of any such applicable law may be waived, they hereby are waived
       by the Company to the full extent permitted by law in order that this Note shall be deemed to be a valid and binding promissory
       note in accordance with its terms.

4.8.   Independent Counsel. Holder acknowledges and agrees that Holder has been provided the opportunity and encouraged to consult
       with counsel of Holder‘s own choosing with respect to this Note.

4.9.   Usury. Notwithstanding any provision to the contrary contained in this Note, or any and all other instruments or documents
       executed in connection herewith, Holder and the Company intend that the obligations evidenced by this Note conform strictly to the
       applicable usury laws from time to time in force. All agreements between the Company and Holder, whether now existing or
       hereafter arising and whether oral or written, hereby are expressly limited so that in no case, contingency or event whatsoever,
       whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid to Holder, or collected by
       Holder, by or on behalf of the Company for the use, forbearance or detention of the money to be loaned to the Company hereunder
       or otherwise, or for the payment or performance of any covenant or obligation contained herein of the Company to Holder, or in
       any other document evidencing, securing or pertaining to such indebtedness evidenced hereby, exceed the maximum amount
       permissible under applicable usury law. If, under any circumstances whatsoever, fulfillment of any provisions thereof or any other
       document, at the time performance of such provisions shall be due, shall involve transcending the limit of validity prescribed by
       law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if under any circumstances
       Holder ever shall receive from or on behalf of the Company an amount deemed interest, by applicable law, which would exceed the
       highest lawful rate, such amount that would be excessive interest under applicable usury laws shall be applied to the reduction of
       the Company's unpaid Principal owing hereunder and not to the payment of interest, or if such excessive interest exceeds the
       unpaid balance of principal and such other indebtedness, the excess shall be deemed to have been a payment as a result of an error
       on the part of Holder and the Company and the party receiving such excess payment shall promptly, upon discovery of such error
       or upon notice thereof from the party making such payment, refund to the Company or to any other person making such payment
       on the Company's behalf, and this Note shall be automatically deemed reformed so as to permit only the collection of the maximum
       non-usurious rate and amount of interest allowed by applicable law. All sums paid or agreed to be paid to Holder or any other
       holders hereof for the use, forbearance or detention of the indebtedness evidenced hereby shall, to the full extent permitted by
       applicable law, be amortized, prorated, allocated and spread through the full term of this Note.


                                                                 -4-
4.10.   Waiver of Jury Trial. THE COMPANY AND HOLDER EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
        ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE OR ANY DOCUMENT OR
        UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
        FUTURE BE DELIVERED IN CONNECTION WITH THIS NOTE AND AGREES THAT ANY SUCH ACTION OR
        PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE COMPANY AGREES THAT
        THE COMPANY WILL NOT ASSERT ANY CLAIM AGAINST HOLDER ON ANY THEORY OF LIABILITY FOR
        SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

                                                 ProText Mobility, Inc.

                                                 By:
                                                         Erica Zalbert, Chief Financial Officer




                                               -5-
                                                                                                                             Exhibit 4.9

                                                   SENIOR PROMISSORY NOTE

NEITHER THIS SENIOR PROMISSORY NOTE NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAS BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ―ACT‖), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO THE SECURITIES, OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS SENIOR PROMISSORY NOTE HAS NOT BEEN QUALIFIED
WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF NEW YORK OR THE STATE OF DELAWARE OR ANY
OTHER STATE AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SUCH
SECURITIES IS EXEMPT FROM QUALIFICATION BY THE APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF NEW
YORK OR ANY OTHER STATE. THE RIGHTS OF THE HOLDER OF THIS SENIOR PROMISSORY NOTE ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
$XXXXXXX                                                                      Syosset, New York
                                                                                                XXXXXXX

                                                     PRO TEXT MOBILITY, INC.

                                                    SENIOR PROMISSORY NOTE

         PRO TEXT MOBILITY, INC., a Delaware corporation (the ―Company‖), for value received, hereby promises to pay to XXXXXX
the ―Holder‖), the principal amount of XXXXXXX Dollars ($XXXXX) (the ―Principal‖), together with interest on the unpaid amount thereof
in accordance with the terms hereof, from the date hereof until paid in accordance with the terms hereof.
1.   Terms of the Senior Promissory Note .

     1.1.     Interest Rate . The rate of interest hereunder (―Interest Rate‖) shall be ten percent (10%) per annum computed on the basis of a 360
              day year for the actual number of days elapsed. Interest is paid upon Senior Promissory Note being repaid.

     1.2.     Payment at Maturity Date . The Principal together with accrued interest thereon shall be due and payable on the earliest to occur of
              (i) 90 days from the date hereof, or (ii) funds being raising in either a debt or equity financing, or (iii) an Event of Default (the
              ―Maturity Date‖).

     1.3.     Restricted Common Stock . The Holder shall receive two (2) restricted share of the Company‘s common stock for each one dollar
              ($1.00) of Principal within ten (10) days of the Company‘s receipt of the Principal.

     1.4.     Conversion Feature . Prior to the Notes maturity, the Holder shall have the right to convert their Note to common stock at a
              conversion price of $0.07 a share.

     1.5.     Prepayment . This Note may be prepaid by the Company in whole or in part at anytime, by providing at least ten (10) days prior
              written notice to the Holder. Any such prepayment by the Company shall occur on a pro-rate basis with other Notes in this class
              and be in cash, shall include any accrued and unpaid interest thereon, and shall be free of any claim of subordination, unless the
              Holder decides to convert this note into common shares.

     1.6.     Security. This senior promissory note is secured by the assets and intellectual property of the Company.

2.   Use of Proceeds . The Proceeds from this debt are to be used solely to satisfy a settlement of debt held on the books.

3.   Events of Default . The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an
     "Event of Default" hereunder:

                     (a)       The Company shall fail to make any payment of principal of, or interest on, this Note when due and payable or
            declared due and payable;

                    (b)        The Company shall fail or neglect to perform, keep or observe any provision of this Note;

                    (c)        The Company files a bankruptcy petition, a bankruptcy petition is filed against the Company, or the Company
            makes a general assignment for the benefit of creditors.


 Upon the occurrence of any Event of Default, Holder may (i) declare all indebtedness evidenced by this Senior Promissory Note to be
immediately due and repaid before any other debt class holder(s) receive any repayment, whereupon all such indebtedness shall become due
and payable, without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Company, and (ii)
exercise all rights and remedies available under this Note and applicable law.

4.   Miscellaneous .

     3.1 Transfer of Note. This Note shall not be transferable or assignable in any manner, except to affiliates of the Holder.

                                                                         -2-
    3.2 Titles and Subtitles . The titles and subtitles used in this Note are for convenience only and are not to be considered in construing or
        interpreting this Note.

    3.3 Notices . Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval,
        declaration or other communication shall or may be given to or served upon Holder or Company in connection with this Agreement,
        or whenever Holder or Company desires to give or serve upon the other any communication with respect to this Agreement, each
        such notice, demand, request, consent, approval, declaration or other communication shall be in writing, and shall be deemed to be
        properly given (a) when personally delivered, (b) three Business Days after deposit in the mail, if mailed by United States first class,
        certified or registered mail, postage prepaid, (c) one day after deposit with a public telegraph company for transmittal, charges
        prepaid, or (d) if given by facsimile, when the appropriate confirmation is received:

                          If to Holder, at

                          _________________
                          _________________
                          _________________
                          Fax No. __________

                          If to Company, at

                          PRO TEXT MOBILITY, INC.
                          6800 Jericho Turnpike, Suite 208E
                          Syosset, New York 11791
                          Attn: CEO
                          Fax No. 516-802-0228

or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived
in writing by the Person entitled to receive such notice.

    4.4.   Attorneys‘ Fees. In the event that Holder institutes legal proceedings to enforce the Loan Documents, the Company agrees to pay to
           Holder, in addition to any indebtedness due and unpaid, all costs and expenses of such proceedings, including reasonable attorneys'
           fees.

    4.5.   Amendments and Waivers. This Note is issued by the Company pursuant to the Agreement. This Note may be amended and the
           observance of any other term of this Note may be waived (either generally or in a particular instance and either retroactively or
           prospectively), with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with
           this Section 4.5 shall be binding upon the Holder of this Note, each future holder of all such securities and the Company.

    4.6.   Beneficiaries. This Note and all the provisions, conditions, promises and covenants hereof shall inure to the benefit of Holder, its
           successors and assigns, and shall be binding in accordance with the terms hereof upon the Company, its successors and assigns,
           provided nothing herein shall be deemed consent to any assignment restricted or prohibited by the terms of this Note.

    4.7.   Governing Law; Severability. This Note shall be governed by and construed and enforced in accordance with the laws of the State
           of New York. If any provision of this Note is prohibited by, or is unlawful or unenforceable under, any applicable law of any
           jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition without invalidating the
           remaining provisions hereof; provided that where the provisions of any such applicable law may be waived, they hereby are waived
           by the Company to the full extent permitted by law in order that this Note shall be deemed to be a valid and binding senior
           promissory note in accordance with its terms.

                                                                      -3-
4.8.   Independent Counsel. Holder acknowledges and agrees that Holder has been provided the opportunity and encouraged to consult
       with counsel of Holder‘s own choosing with respect to this Note.

4.9.   Usury. Notwithstanding any provision to the contrary contained in this Note, or any and all other instruments or documents
       executed in connection herewith, Holder and the Company intend that the obligations evidenced by this Note conform strictly to the
       applicable usury laws from time to time in force. All agreements between the Company and Holder, whether now existing or
       hereafter arising and whether oral or written, hereby are expressly limited so that in no case, contingency or event whatsoever,
       whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid to Holder, or collected by
       Holder, by or on behalf of the Company for the use, forbearance or detention of the money to be loaned to the Company hereunder
       or otherwise, or for the payment or performance of any covenant or obligation contained herein of the Company to Holder, or in
       any other document evidencing, securing or pertaining to such indebtedness evidenced hereby, exceed the maximum amount
       permissible under applicable usury law. If, under any circumstances whatsoever, fulfillment of any provisions thereof or any other
       document, at the time performance of such provisions shall be due, shall involve transcending the limit of validity prescribed by
       law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if under any circumstances
       Holder ever shall receive from or on behalf of the Company an amount deemed interest, by applicable law, which would exceed the
       highest lawful rate, such amount that would be excessive interest under applicable usury laws shall be applied to the reduction of
       the Company's unpaid Principal owing hereunder and not to the payment of interest, or if such excessive interest exceeds the
       unpaid balance of principal and such other indebtedness, the excess shall be deemed to have been a payment as a result of an error
       on the part of Holder and the Company and the party receiving such excess payment shall promptly, upon discovery of such error
       or upon notice thereof from the party making such payment, refund to the Company or to any other person making such payment
       on the Company's behalf, and this Note shall be automatically deemed reformed so as to permit only the collection of the maximum
       non-usurious rate and amount of interest allowed by applicable law. All sums paid or agreed to be paid to Holder or any other
       holders hereof for the use, forbearance or detention of the indebtedness evidenced hereby shall, to the full extent permitted by
       applicable law, be amortized, prorated, allocated and spread through the full term of this Note.

4.10. Waiver of Jury Trial. THE COMPANY AND HOLDER EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
      ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE OR ANY DOCUMENT OR
      UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
      FUTURE BE DELIVERED IN CONNECTION WITH THIS NOTE AND AGREES THAT ANY SUCH ACTION OR
      PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE COMPANY AGREES THAT THE
      COMPANY WILL NOT ASSERT ANY CLAIM AGAINST HOLDER ON ANY THEORY OF LIABILITY FOR SPECIAL,
      INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.


                                                                   ProText Mobility, Inc.

                                                                   By:
                                                                         Erica Zalbert, Chief Financial Officer

                                                                   XXXXXXX




                                                                 -4-
                                            AMENDMENT TO SENIOR PROMISSORY NOTE

                                    BY AND BETWEEN PROTEXT MOBILITY INC AND TYLER OLBRES


ProText Mobility, Inc (the ―Company‖) and XXXXXX (the ―Holder‖) (collectively the ―Parties‖) entered into a Senior Promissory Note dated
XXXXXX.
Effective XXXXXXX, the Parties have mutually agreed to amend the term of the note and to include a default interest rate. No other sections
have been amended.

Section 1.2 is amended and replaced

    4.7.   Payment at Maturity Date . The Principal together with accrued interest thereon shall be due and payable on the earliest to occur of
           (i) November 9, 2011, or (ii) funds being raising in either a debt or equity financing, or (iii) an Event of Default (the ―Maturity
           Date‖).

Section 1.7 is added

1.7.     Default Interest Rate. If the note is not paid by the maturity date, 2.5% default interest per quarter shall be accrued from the maturity
date until such time as the note is repaid or satisfied.
All other sections remain in effect.

                                                                               ProText Mobility, Inc.

                                                                         By:
                                                                               Erica Zalbert, Chief Financial Officer

                                                                         Tyler Olbres




                                                                      -5-
                                                                                                                                      Exhibit 4.10

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF
COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A
UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.

Principal Amount: $XXXXX                                                                Issue Date: XXXXXX
Purchase Price: $XXXXXX

                                                   CONVERTIBLE PROMISSORY NOTE

          FOR VALUE RECEIVED , PROTEXT MOBILITLY, INC. , a Delaware corporation (hereinafter called the ―Borrower‖), hereby
promises to pay to the order of XXXXXXX , a XXXX corporation, or registered assigns (the ―Holder‖) the sum of $XXXXXX together with
any interest as set forth herein, on XXXXXX (the ―Maturity Date‖), and to pay interest on the unpaid principal balance hereof at the rate of
eight percent (8%) (the ―Interest Rate‖) per annum from the date hereof (the ―Issue Date‖) until the same becomes due and payable, whether at
maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly
set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent
(22%) per annum from the due date thereof until the same is paid (―Default Interest‖). Interest shall commence accruing on the date that the
Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to
the extent not converted into common stock, $0.001 par value per share (the ―Common Stock‖) in accordance with the terms hereof) shall be
made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the
Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of
this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and,
in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not
be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term ―business day‖ shall
mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or
required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning
ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the
―Purchase Agreement‖).
          This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

         The following terms shall apply to this Note:

                                                     ARTICLE I. CONVERSION RIGHTS

                   1.1        Conversion Right . The Holder shall have the right from time to time, and at any time during the period beginning
on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the
date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining
outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid
and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities
of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the ―Conversion Price‖)
determined as provided herein (a ―Conversion‖); provided , however , that in no event shall the Holder be entitled to convert any portion of this
Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned
by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the
unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on
conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the
conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the ―Exchange Act‖), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso,
provided , further , however , that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than
61 days‘ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later
date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon
each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price
then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the ―Notice of Conversion‖), delivered
to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or
e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time
on such conversion date (the ―Conversion Date‖). The term ―Conversion Amount‖ means, with respect to any conversion of this Note, the sum
of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Borrower‘s option, accrued and unpaid interest, if
any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Borrower‘s option, Default
Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder‘s option, any amounts
owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.


                                                                        2
                  1.2         Conversion Price .

                            (a)         Calculation of Conversion Price . The conversion price (the ―Conversion Price‖) shall equal the
Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the
Borrower relating to the Borrower‘s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization,
reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 60% multiplied by the Market
Price (as defined herein) (representing a discount rate of 40%). ―Market Price‖ means the average of the lowest three (3) Trading Prices (as
defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the
Conversion Date. ―Trading Price‖ means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or
applicable trading market (the ―OTCBB‖) as reported by a reliable reporting service (―Reporting Service‖) designated by the Holder (i.e.
Bloomberg) or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal
securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the
foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the ―pink sheets‖ by the
National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the
Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being
converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. ―Trading Day‖
shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other
securities market on which the Common Stock is then being traded .

                               (b)        Conversion Price During Major Announcements . Notwithstanding anything contained in Section 1.2(a)
to the contrary, in the event the Borrower (i) makes a public announcement that it intends to consolidate or merge with any other corporation
(other than a merger in which the Borrower is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all
or substantially all of the assets of the Borrower or (ii) any person, group or entity (including the Borrower) publicly announces a tender offer
to purchase 50% or more of the Borrower‘s Common Stock (or any other takeover scheme) (the date of the announcement referred to in clause
(i) or (ii) is hereinafter referred to as the ―Announcement Date‖), then the Conversion Price shall, effective upon the Announcement Date and
continuing through the Adjusted Conversion Price Termination Date (as defined below), be equal to the lower of (x) the Conversion Price
which would have been applicable for a Conversion occurring on the Announcement Date and (y) the Conversion Price that would otherwise
be in effect. From and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined as set forth in this
Section 1.2(a). For purposes hereof, ―Adjusted Conversion Price Termination Date‖ shall mean, with respect to any proposed transaction or
tender offer (or takeover scheme) for which a public announcement as contemplated by this Section 1.2(b) has been made, the date upon which
the Borrower (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates or publicly
announces the termination or abandonment of the proposed transaction or tender offer (or takeover scheme) which caused this Section 1.2(b) to
become operative.


                                                                         3
                  1.3        Authorized Shares . The Borrower covenants that during the period the conversion right exists, the Borrower will
reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance
of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to
have authorized and reserved five times the number of shares that is actually issuable upon full conversion of the Note (based on the
Conversion Price of the Notes in effect from time to time) (the ―Reserved Amount‖). The Reserved Amount shall be increased from time to
time in accordance with the Borrower‘s obligations pursuant to Section 4(g) of the Purchase Agreement. The Borrower represents that upon
issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or
make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible
at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient
number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes. The
Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon
conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged
with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the
terms and conditions of this Note.

                 If, at any time the Borrower does not maintain the Reserved Amount or cure such within 30 days (during the first 6 months
from the date of the note and 10 days after the first 6 months from the date of the Note) after the reserved amount is not met, it will be
considered an Event of Default under Section 3.2 of the Note .

                  1.4        Method of Conversion .

                           (a)        Mechanics of Conversion . Subject to Section 1.1, this Note may be converted by the Holder in whole or
in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or
other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to
Section 1.4(b), surrendering this Note at the principal office of the Borrower.

                            (b)       Surrender of Note Upon Conversion . Notwithstanding anything to the contrary set forth herein, upon
conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower
unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the
principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the
Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such
records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if
any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note
to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as
the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid
principal amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the
provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note
represented by this Note may be less than the amount stated on the face hereof.


                                                                        4
                             (c)        Payment of Taxes . The Borrower shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a
name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other
securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be
held for the Holder‘s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have
established to the satisfaction of the Borrower that such tax has been paid.

                            (d)       Delivery of Common Stock Upon Conversion . Upon receipt by the Borrower from the Holder of a
facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for
conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the
Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the ―Deadline‖)
(and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof
and the Purchase Agreement .

                            (e)        Obligation of Borrower to Deliver Common Stock . Upon receipt by the Borrower of a Notice of
Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding
principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the
Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith
terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the
Holder shall have given a Notice of Conversion as provided herein, the Borrower‘s obligation to issue and deliver the certificates for Common
Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent
with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in
the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or
termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which
might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the
Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New
York, New York time, on such date.

                          (f)        Delivery of Common Stock by Electronic Transfer . In lieu of delivering physical certificates
representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (―DTC‖)
Fast Automated Securities Transfer (―FAST‖) program, upon request of the Holder and its compliance with the provisions contained in Section
1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock
issuable upon conversion to the Holder by crediting the account of Holder‘s Prime Broker with DTC through its Deposit Withdrawal Agent
Commission (―DWAC‖) system.


                                                                       5
                            (g)        Failure to Deliver Common Stock Prior to Deadline . Without in any way limiting the Holder‘s right to
pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon
conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which
failure shall be governed by such Section) the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that
the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month
in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in
which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the
terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this
Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate,
interference with such conversion right are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated
damages provision contained in this Section 1.4(g) are justified .

                    1.5        Concerning the Shares . The shares of Common Stock issuable upon conversion of this Note may not be sold or
transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent
shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel
in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such
registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (―Rule 144‖) or (iv) such shares
are transferred to an ―affiliate‖ (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance
with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase
Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of
this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of
securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of
this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration
statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

         “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
         SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY
         NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
         REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
         (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
         ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD
         PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
         SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
         OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


                                                                         6
                   The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any
transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for
opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without
registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected or (ii) in the case of the
Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration
statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a
particular date that can then be immediately sold. In the event that the Company does not accept the opinion of counsel provided by the Buyer
with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will
be considered an Event of Default pursuant to Section 3.2 of the Note .

                  1.6        Effect of Certain Events .

                              (a)        Effect of Merger, Consolidation, Etc . At the option of the Holder, the sale, conveyance or disposition of
all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which
more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower
with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of
Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a
condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b)
hereof. ―Person‖ shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or
organization.

                             (b)        Adjustment Due to Merger, Consolidation, Etc . If, at any time when this Note is issued and outstanding
and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or
other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of
shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or
substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of
this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified
herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the
Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction
(without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the
rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of
the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be
practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any
transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any
event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such
record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale
of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the
Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive
consolidations, mergers, sales, transfers or share exchanges.


                                                                         7
                              (c)        Adjustment Due to Distribution . If the Borrower shall declare or make any distribution of its assets (or
rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any
dividend or distribution to the Borrower‘s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a
spin-off)) (a ―Distribution‖), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for
determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with
respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the
record date for the determination of shareholders entitled to such Distribution.

                             (d)        Purchase Rights . If, at any time when any Notes are issued and outstanding, the Borrower issues any
convertible securities or rights to purchase stock, warrants, securities or other property (the ―Purchase Rights‖) pro rata to the record holders of
any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the
aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable
upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on
which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record
holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

                              (e)       Notice of Adjustments . Upon the occurrence of each adjustment or readjustment of the Conversion Price
as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and
prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like
certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of
Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.


                                                                         8
                  1.7        Trading Market Limitations . Unless permitted by the applicable rules and regulations of the principal securities
market on which the Common Stock is then listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to
this Note and the other Notes issued pursuant to the Purchase Agreement more than the maximum number of shares of Common Stock that the
Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the
―Maximum Share Amount‖), which shall be 4.99% of the total shares outstanding on the Closing Date (as defined in the Purchase Agreement),
subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events
relating to the Common Stock occurring after the date hereof. Once the Maximum Share Amount has been issued, if the Borrower fails to
eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other
self-regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrower‘s ability to issue shares of Common
Stock in excess of the Maximum Share Amount, in lieu of any further right to convert this Note, this will be considered an Event of Default
under Section 3.3 of the Note .

                   1.8        Status as Shareholder . Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby
(other than the shares, if any, which cannot be issued because their issuance would exceed such Holder‘s allocated portion of the Reserved
Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder‘s rights as a Holder of such
converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and
to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with
the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the
tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then
(unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the
rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such
unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been
converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion
Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default
and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the
Borrower‘s failure to convert this Note.

                   1.9        Prepayment . Notwithstanding anything to the contrary contained in this Note, so long as the Borrower has not
received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which
is ninety (90) days following the date hereof, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written
notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section
1.9. Any notice of prepayment hereunder (an ―Optional Prepayment Notice‖) shall be delivered to the Holder of the Note at its registered
addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not
more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the ―Optional
Prepayment Date‖), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the
Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the
Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the ―Optional
Prepayment Amount‖) equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and
unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts
referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers
an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days
following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.


                                                                        9
                   Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date which is
ninety-one (91) days from the issue date and ending one hundred eighty (180) days following the issue date, the Borrower shall have the right,
exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and
accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an ―Optional Prepayment Notice‖) shall be
delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and
(2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date
fixed for prepayment (the ―Optional Prepayment Date‖), the Borrower shall make payment of the Second Optional Prepayment Amount (as
defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the
Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an
amount in cash (the ―Second Optional Prepayment Amount‖) equal to 175%, multiplied by the sum of: (w) the then outstanding principal
amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y)
Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and
1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the
Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay
the Note pursuant to this Section 1.9.

                  After the expiration of one hundred eighty (180) following the date of the Note, the Borrower shall have no right of
prepayment.

                                                     ARTICLE II. CERTAIN COVENANTS

                  The covenants outlined below in Section 2.1 through Section 2.5 shall apply only to the extent that the Holder provides
financing to or on behalf of the Borrower in the amount that in the aggregate equals $250,000.00 or more.

                   2.1        Distributions on Capital Stock . So long as the Borrower shall have any obligation under this Note, the Borrower
shall not without the Holder‘s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in
cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional
shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital
stock except for distributions pursuant to the Certificate of Designation for Preferred B, or to any shareholders‘ rights plan which is approved
by a majority of the Borrower‘s disinterested directors.


                                                                         10
                   2.2         Restriction on Stock Repurchases . So long as the Borrower shall have any obligation under this Note, the
Borrower shall not without the Holder‘s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property
or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any
warrants, rights or options to purchase or acquire any such shares.

                   2.3          Borrowings . So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without
the Holder‘s written consent, create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise become liable upon the
obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit or
collection, or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on the date hereof and of which
the Borrower has informed Holder in writing prior to the date hereof, (b) indebtedness to trade creditors or financial institutions incurred in the
ordinary course of business or (c) borrowings, the proceeds of which shall be used to repay this Note .

                2.4         Sale of Assets . So long as the Borrower shall have any obligation under this Note, the Borrower shall not,
without the Holder‘s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of
business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

                  2.5          Advances and Loans . So long as the Borrower shall have any obligation under this Note, the Borrower shall not,
without the Holder‘s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including,
without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence
or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary
course of business or (c) not in excess of $100,000.

                                                    ARTICLE III. EVENTS OF DEFAULT

                  If any of the following events of default (each, an ―Event of Default‖) shall occur:

                  3.1        Failure to Pay Principal or Interest . The Borrower fails to pay the principal hereof or interest thereon when due
on this Note, whether at maturity, upon acceleration or otherwise .


                                                                        11
                    3.2        Conversion and the Shares . The Borrower fails to issue shares of Common Stock to the Holder (or announces or
threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in
accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any
certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this
Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing)
(electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise
pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or
hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any
certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by
this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph)
and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded
in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to
remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered
or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the
Borrower‘s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty eight
(48) hours of a demand from the Holder.

                   3.3        Breach of Covenants . The Borrower breaches any material covenant or other material term or condition
contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a
period of ten (10) days after written notice thereof to the Borrower from the Holder.

                  3.4         Breach of Representations and Warranties . Any representation or warranty of the Borrower made herein or in
any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase
Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have)
a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

                   3.5         Receiver or Trustee . The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of
creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a
receiver or trustee shall otherwise be appointed.

                  3.6        Judgments . Any money judgment, writ or similar process shall be entered or filed against the Borrower or any
subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a
period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

                  3.7         Bankruptcy . Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary
or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any
subsidiary of the Borrower.

                 3.8       Delisting of Common Stock . The Borrower shall fail to maintain the listing of the Common Stock on at least one
of the OTCBB or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock
Exchange, or the American Stock Exchange.


                                                                          12
                3.9         Failure to Comply with the Exchange Act . The Borrower shall fail to comply with the reporting requirements of
the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

                  3.10        Liquidation . Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

                  3.11        Cessation of Operations . Any cessation of operations by Borrower or Borrower admits it is otherwise generally
unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower‘s ability to continue as a ―going
concern‖ shall not be an admission that the Borrower cannot pay its debts as they become due.

                   3.12        Maintenance of Assets . The failure by Borrower to maintain any material intellectual property rights, personal,
real property or other assets which are necessary to conduct its business (whether now or in the future).

                   3.13         Financial Statement Restatement . The restatement of any financial statements filed by the Borrower with the
SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such
restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder
with respect to this Note or the Purchase Agreement.

                   3.14       Reverse Splits . The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior
written notice to the Holder.

                   3.15        Replacement of Transfer Agent . In the event that the Borrower proposes to replace its transfer agent, the
Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as
initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common
Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

                   3.16        Cross-Default . Notwithstanding anything to the contrary contained in this Note or the other related or
companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other
Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Borrower, be considered a default
under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and
remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder
. ―Other Agreements‖ means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of,
(2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term ―Other
Agreements‖ shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with
each other loan transaction and with all other existing and future debt of Borrower to the Holder.


                                                                       13
Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the
principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall
pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE
OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE
SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL
SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED
HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1
(solely with respect to failure to pay the principal hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event
pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, and/or 3. 15 exercisable through the delivery of
written notice to the Borrower by such Holders (the ―Default Notice‖), and upon the occurrence of an Event of Default specified the remaining
sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the
Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an
amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid
interest on the unpaid principal amount of this Note to the date of payment (the ―Mandatory Prepayment Date‖) plus (y) Default Interest, if any,
on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the
then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively
be known as the ―Default Sum‖) or (ii) the ―parity value‖ of the Default Sum to be prepaid, where parity value means (a) the highest number of
shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the
Trading Day immediately preceding the Mandatory Prepayment Date as the ―Conversion Date‖ for purposes of determining the lowest
applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such
Conversion Date shall be the Conversion Date), multiplied by (b) the highest Closing Price for the Common Stock during the period beginning
on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the ―Default Amount‖) and
all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which
hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall
be entitled to exercise all other rights and remedies available at law or in equity.

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the
Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient
authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of
Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.


                                                                          14
                                                       ARTICLE IV. MISCELLANEOUS

                    4.1         Failure or Indulgence Not Waiver . No failure or delay on the part of the Holder in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.

                    4.2       Notices . All notices, demands, requests, consents, approvals, and other communications required or permitted
hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by
hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by
written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand
delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number
designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on
the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

             If to the Borrower, to:
                  PROTEXT MOBILITLY, INC.
                  6800 Jericho Turnpike - Suite 208E
                  Syosset, NY 11791
                  A ttn: ERICA ZALBERT, Chief Financial Officer
                  facsimile:

             With a copy by fax only to (which copy shall not constitute notice):
                 [enter name of law firm]
                 Attn: [attorney name]
                 [enter address line 1]
                 [enter city, state, zip]
                 facsimile: [enter fax number]

             If to the Holder:

             With a copy by fax only to (which copy shall not constitute notice):


                                                                        15
                  4.3        Amendments . This Note and any provision hereof may only be amended by an instrument in writing signed by
the Borrower and the Holder. The term ―Note‖ and all reference thereto, as used throughout this instrument, shall mean this instrument (and
the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or
supplemented.

                  4.4       Assignability . This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be
the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an ―accredited investor‖ (as defined in Rule
501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a
bona fide margin account or other lending arrangement.

                   4.5        Cost of Collection . If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs
of collection, including reasonable attorneys‘ fees.

                   4.6        Governing Law . This Note shall be governed by and construed in accordance with the laws of the State of New
York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state and county of
Nassau. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Borrower and Holder waive trial by
jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any
provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or
enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to
process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it
under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

                   4.7       Certain Amounts . Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the
outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on
such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be
difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to
compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock
acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder
hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash
payment without the opportunity to convert this Note into shares of Common Stock.


                                                                        16
               4.8           Purchase Agreement . By its acceptance of this Note, each party agrees to be bound by the applicable terms of the
Purchase Agreement.

                   4.9         Notice of Corporate Events . Except as otherwise provided below, the Holder of this Note shall have no rights as
a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder
with prior notification of any meeting of the Borrower‘s shareholders (and copies of proxy materials and other information sent to
shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are
entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of
merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other
right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all
or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall
mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of
the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution,
right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent
known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially
simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9.

                   4.10        Remedies . The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable
harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that
the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by
the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and
in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to
enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security
being required.

         IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this XXXX.

PROTEXT MOBILITLY, INC.

By:
              ERICA ZALBERT
              Chief Financial Officer


                                                                        17
EXHIBIT A
                                                        NOTICE OF CONVERSION

                 The undersigned hereby elects to convert $_________________ principal amount of the Note (defined below) into that
number of shares of Common Stock to be issued pursuant to the conversion of the Note (―Common Stock‖) as set forth below, of PROTEXT
MOBILITLY, INC., a Delaware corporation (the ―Borrower‖) according to the conditions of the convertible note of the Borrower dated as of
XXXXXX (the ―Note‖), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

                 The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account
                  of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (―DWAC
                  Transfer‖).

                 Name of DTC Prime Broker:
                 Account Number:

                 The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common
                  Stock set forth below (which numbers are based on the Holder‘s calculation attached hereto) in the name(s) specified
                  immediately below or, if additional space is necessary, on an attachment hereto:

                 XXXXXXXXXXXXXX

                 Date of Conversion:
                 Applicable Conversion Price:                               $
                 Number of Shares of Common Stock to be Issued
                  Pursuant to Conversion of the Notes:
                 Amount of Principal Balance Due remaining
                  Under the Note after this conversion:

                 XXXXXXXXXXXX

                 By:
                 Name:   XXXXXXXXX
                 Title:  XXXXX
                 Date:
                 XXXXXXXXXX


                                                                     18
                                                                                                                             Exhibit 4.11

                                                        PROMISSORY NOTE

NEITHER THIS PROMISSORY NOTE NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAS BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE ―ACT‖), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO THE SECURITIES, OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS PROMISSORY NOTE HAS NOT BEEN QUALIFIED WITH
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF NEW YORK OR THE STATE OF DELAWARE OR ANY OTHER
STATE AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SUCH SECURITIES IS
EXEMPT FROM QUALIFICATION BY THE APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF NEW YORK OR ANY
OTHER STATE. THE RIGHTS OF THE HOLDER OF THIS PROMISSORY NOTE ARE EXPRESSLY CONDITIONED UPON SUCH
QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

$                                                                                            Syosset, New York
(Maximum of $200,000)                                                                           XXXXXXX

                                                      PROTEXT MOBILITY INC.

                                                         PROMISSORY NOTE

         Protext Mobility, inc., a Delaware corporation (the ―Company‖), for value received, hereby promises to pay to XXXXXXX (the
―Holder‖), the principal amount of ________________________ and 00/100 Dollars ($________) (the ―Principal‖), together with interest on
the unpaid amount thereof in accordance with the terms hereof, from the date hereof until paid in accordance with the terms hereof.
1.   Terms of the Promissory Note .

     1.1.     Interest Rate . The rate of interest hereunder (―Interest Rate‖) shall be 0 percent (0%) per annum computed on the basis of a 360
              day year for the actual number of days elapsed. Interest is paid upon Note being repaid or at maturity.

     1.2.     Payment at Maturity Date . The Principal together with accrued interest thereon shall be due and payable on the earliest to occur of
              (i) 180 days from the date hereof, or (ii) an Event of Default (the ―Maturity Date‖).

     1.3.     Conversion Feature . The Buyer shall have the right to convert the Note (s) represented in this transaction into free trading Shares
              of Common Stock at any time after the maturity and or the effective date of a registration, which ever is sooner. Upon written
              notice of such conversion, the conversion price shall be equal to seventy (70%) percent of the five (5) day VWAP prior to the date
              of conversion or maturity with a maximum conversion price of $.12 (the ― Conversion Price ‖).

     1.4.     Prepayment . This Note may be prepaid by the Company in whole or in part at anytime, by providing at least ten (10) days prior
              written notice to the Holder. Any such prepayment by the Company shall be equal to 120% of the amount of the Note (s).

2.   Events of Default . The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an
     "Event of Default" hereunder:

                     (a)       The Company shall fail to make any payment of principal of, or interest on, this Note when due and payable or
            declared due and payable;

                    (b)        The Company shall fail or neglect to perform, keep or observe any provision of this Note;

                    (c)        The Company files a bankruptcy petition, a bankruptcy petition is filed against the Company, or the Company
            makes a general assignment for the benefit of creditors.

 Upon the occurrence of any Event of Default, Holder may (i) declare all indebtedness evidenced by this Promissory Note to be immediately
due and repaid before any other debt class holder(s) receive any repayment, whereupon all such indebtedness shall become due and payable,
without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Company, and (ii) exercise all
rights and remedies available under this Note and applicable law.

3.   Miscellaneous .

     3.1 Transfer of Note. This Note shall not be transferable or assignable in any manner, except to affiliates of the Holder.

     3.2 Titles and Subtitles . The titles and subtitles used in this Note are for convenience only and are not to be considered in construing or
         interpreting this Note.

     3.3 Notices . Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval,
         declaration or other communication shall or may be given to or served upon Holder or Company in connection with this Agreement,
         or whenever Holder or Company desires to give or serve upon the other any communication with respect to this Agreement, each
         such notice, demand, request, consent, approval, declaration or other communication shall be in writing, and shall be deemed to be
         properly given (a) when personally delivered, (b) three Business Days after deposit in the mail, if mailed by United States first class,
         certified or registered mail, postage prepaid, (c) one day after deposit with a public telegraph company for transmittal, charges
         prepaid, or (d) if given by facsimile, when the appropriate confirmation is received:
                          If to Holder, at

                          XXXXXXX

                          If to Company, at

                          Protext Mobility, Inc.
                          6800 Jericho Turnpike, Suite 208E
                          Syosset, New York 11791
                          Attn: CEO
                          Fax No. 516-

or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived
in writing by the Person entitled to receive such notice.

    4.4.   Attorneys‘ Fees. In the event that Holder institutes legal proceedings to enforce the Loan Documents, the Company agrees to pay to
           Holder, in addition to any indebtedness due and unpaid, all costs and expenses of such proceedings, including reasonable attorneys'
           fees. Company further agrees to pay any and all fees to remove the restrictive legend at the maturity of the Note.

    4.5.   Amendments and Waivers. This Note is issued by the Company pursuant to the Agreement. This Note may be amended and the
           observance of any other term of this Note may be waived (either generally or in a particular instance and either retroactively or
           prospectively), with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with
           this Section 4.5 shall be binding upon the Holder of this Note, each future holder of all such securities and the Company.

    4.6.   Beneficiaries. This Note and all the provisions, conditions, promises and covenants hereof shall inure to the benefit of Holder, its
           successors, heirs, and assigns, and shall be binding in accordance with the terms hereof upon the Company, its successors, heirs,
           and assigns, provided nothing herein shall be deemed consent to any assignment restricted or prohibited by the terms of this Note.

    4.7.   Governing Law; Severability. This Note shall be governed by and construed and enforced in accordance with the laws of the State
           of New York. If any provision of this Note is prohibited by, or is unlawful or unenforceable under, any applicable law of any
           jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition without invalidating the
           remaining provisions hereof; provided that where the provisions of any such applicable law may be waived, they hereby are waived
           by the Company to the full extent permitted by law in order that this Note shall be deemed to be a valid and binding promissory
           note in accordance with its terms.

    4.8.   Independent Counsel. Holder acknowledges and agrees that Holder has been provided the opportunity and encouraged to consult
           with counsel of Holder‘s own choosing with respect to this Note.
4.9.   Usury. Notwithstanding any provision to the contrary contained in this Note, or any and all other instruments or documents
       executed in connection herewith, Holder and the Company intend that the obligations evidenced by this Note conform strictly to the
       applicable usury laws from time to time in force. All agreements between the Company and Holder, whether now existing or
       hereafter arising and whether oral or written, hereby are expressly limited so that in no case, contingency or event whatsoever,
       whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid to Holder, or collected by
       Holder, by or on behalf of the Company for the use, forbearance or detention of the money to be loaned to the Company hereunder
       or otherwise, or for the payment or performance of any covenant or obligation contained herein of the Company to Holder, or in
       any other document evidencing, securing or pertaining to such indebtedness evidenced hereby, exceed the maximum amount
       permissible under applicable usury law. If, under any circumstances whatsoever, fulfillment of any provisions thereof or any other
       document, at the time performance of such provisions shall be due, shall involve transcending the limit of validity prescribed by
       law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if under any circumstances
       Holder ever shall receive from or on behalf of the Company an amount deemed interest, by applicable law, which would exceed the
       highest lawful rate, such amount that would be excessive interest under applicable usury laws shall be applied to the reduction of
       the Company's unpaid Principal owing hereunder and not to the payment of interest, or if such excessive interest exceeds the
       unpaid balance of principal and such other indebtedness, the excess shall be deemed to have been a payment as a result of an error
       on the part of Holder and the Company and the party receiving such excess payment shall promptly, upon discovery of such error
       or upon notice thereof from the party making such payment, refund to the Company or to any other person making such payment
       on the Company's behalf, and this Note shall be automatically deemed reformed so as to permit only the collection of the maximum
       non-usurious rate and amount of interest allowed by applicable law. All sums paid or agreed to be paid to Holder or any other
       holders hereof for the use, forbearance or detention of the indebtedness evidenced hereby shall, to the full extent permitted by
       applicable law, be amortized, prorated, allocated and spread through the full term of this Note.

4.10. Waiver of Jury Trial. THE COMPANY AND HOLDER EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
      ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE OR ANY DOCUMENT OR
      UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
      FUTURE BE DELIVERED IN CONNECTION WITH THIS NOTE AND AGREES THAT ANY SUCH ACTION OR
      PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE COMPANY AGREES THAT THE
      COMPANY WILL NOT ASSERT ANY CLAIM AGAINST HOLDER ON ANY THEORY OF LIABILITY FOR SPECIAL,
      INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

                                                                      XXXXXX

                                                               By:
                                                                XXXX
                                                                   Date:

                                                                PROTEXT MOBILITY, INC

                                                                   By:
                                                                    Peter Charles, Chief Executive Officer
                                                                                                                          Exhibit 4.12

                                                  SENIOR PROMISSORY NOTE

NEITHER THIS SENIOR PROMISSORY NOTE NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAS BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ―ACT‖), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO THE SECURITIES, OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS SENIOR PROMISSORY NOTE HAS NOT BEEN QUALIFIED
WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF NEW YORK OR THE STATE OF DELAWARE OR ANY
OTHER STATE AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SUCH
SECURITIES IS EXEMPT FROM QUALIFICATION BY THE APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF NEW
YORK OR ANY OTHER STATE. THE RIGHTS OF THE HOLDER OF THIS SENIOR PROMISSORY NOTE ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

$XXXXXXX                                                                                                           Syosset, New York

                                                    PRO TEXT MOBILITY, INC.

                                                   SENIOR PROMISSORY NOTE

         PRO TEXT MOBILITY, INC., a Delaware corporation (the ―Company‖), for value received, hereby promises to pay to
XXXXXXXXXXXXXXX (the ―Holder‖), the principal amount of XXXXXXX Dollars ($XXXXXXX) (the ―Principal‖), together with interest
on the unpaid amount thereof in accordance with the terms hereof, from the date hereof until paid in accordance with the terms hereof.
1.   Terms of the Senior Promissory Note .

     1.1.     Interest Rate . The rate of interest hereunder (―Interest Rate‖) shall be ten percent (10%) per annum computed on the basis of a 360
              day year for the actual number of days elapsed. Interest is paid upon Senior Promissory Note being repaid.

     1.2.     Payment at Maturity Date . The Principal together with accrued interest thereon shall be due and payable on the earliest to occur of
              (i) 30 days from the date hereof, or (ii) funds being raising in either a debt or equity financing, or (iii) an Event of Default (the
              ―Maturity Date‖).

     1.3.     Conversion Feature . Prior to the Notes maturity,      the Holder shall have the right to convert their Note to common stock at a
              conversion price of $0.07 a share.

     1.4.     Prepayment . This Note may be prepaid by the Company in whole or in part at anytime, by providing at least ten (10) days prior
              written notice to the Holder. Any such prepayment by the Company shall occur on a pro-rate basis with other Notes in this class
              and be in cash, shall include any accrued and unpaid interest thereon, and shall be free of any claim of subordination, unless the
              Holder decides to convert this note into common shares.

     1.5.     Security. This senior promissory note is secured by the assets and intellectual property of the Company.

     1.6.     Default Interest Rate. If the principal and accrued interest is not paid by the maturity date, a default interest provision of 2.5% per
              quarter shall be added to the interest rate as defined in section 1.1 above.

2.   Use of Proceeds . The Proceeds from this debt are to be used solely for payment to the Company‘s employees and accounts payable.

3.   Events of Default . The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an
     "Event of Default" hereunder:

                     (a)      The Company shall fail to make any payment of principal of, or interest on, this Note when due and payable or
            declared due and payable;

                    (b)       The Company shall fail or neglect to perform, keep or observe any provision of this Note;

                    (c)       The Company files a bankruptcy petition, a bankruptcy petition is filed against the Company, or the Company
            makes a general assignment for the benefit of creditors.


                                                                         -2-
 Upon the occurrence of any Event of Default, Holder may (i) declare all indebtedness evidenced by this Senior Promissory Note to be
immediately due and repaid before any other debt class holder(s) receive any repayment, whereupon all such indebtedness shall become due
and payable, without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Company, and (ii)
exercise all rights and remedies available under this Note and applicable law.

4.   Miscellaneous .

     3.1 Transfer of Note. This Note shall not be transferable or assignable in any manner, except to affiliates of the Holder.

     3.2 Titles and Subtitles . The titles and subtitles used in this Note are for convenience only and are not to be considered in construing or
         interpreting this Note.

     3.3 Notices . Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval,
         declaration or other communication shall or may be given to or served upon Holder or Company in connection with this Agreement,
         or whenever Holder or Company desires to give or serve upon the other any communication with respect to this Agreement, each
         such notice, demand, request, consent, approval, declaration or other communication shall be in writing, and shall be deemed to be
         properly given (a) when personally delivered, (b) three Business Days after deposit in the mail, if mailed by United States first class,
         certified or registered mail, postage prepaid, (c) one day after deposit with a public telegraph company for transmittal, charges
         prepaid, or (d) if given by facsimile, when the appropriate confirmation is received:

                           If to Holder, at

                           _________________
                           _________________
                           _________________
                           Fax No. __________

                           If to Company, at

                           PRO TEXT MOBILITY, INC.
                           6800 Jericho Turnpike, Suite 208E
                           Syosset, New York 11791
                           Attn: CEO
                           Fax No. 516-802-0228

or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived
in writing by the Person entitled to receive such notice.


                                                                      -3-
4.4.   Attorneys‘ Fees. In the event that Holder institutes legal proceedings to enforce the Loan Documents, the Company agrees to pay to
       Holder, in addition to any indebtedness due and unpaid, all costs and expenses of such proceedings, including reasonable attorneys'
       fees.

4.5.   Amendments and Waivers. This Note is issued by the Company pursuant to the Agreement. This Note may be amended and the
       observance of any other term of this Note may be waived (either generally or in a particular instance and either retroactively or
       prospectively), with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with
       this Section 4.5 shall be binding upon the Holder of this Note, each future holder of all such securities and the Company.

4.6.   Beneficiaries. This Note and all the provisions, conditions, promises and covenants hereof shall inure to the benefit of Holder, its
       successors and assigns, and shall be binding in accordance with the terms hereof upon the Company, its successors and assigns,
       provided nothing herein shall be deemed consent to any assignment restricted or prohibited by the terms of this Note.

4.7.   Governing Law; Severability. This Note shall be governed by and construed and enforced in accordance with the laws of the State
       of New York. If any provision of this Note is prohibited by, or is unlawful or unenforceable under, any applicable law of any
       jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition without invalidating the
       remaining provisions hereof; provided that where the provisions of any such applicable law may be waived, they hereby are waived
       by the Company to the full extent permitted by law in order that this Note shall be deemed to be a valid and binding senior
       promissory note in accordance with its terms.

4.8.   Independent Counsel. Holder acknowledges and agrees that Holder has been provided the opportunity and encouraged to consult
       with counsel of Holder‘s own choosing with respect to this Note.


                                                                  -4-
4.9.   Usury. Notwithstanding any provision to the contrary contained in this Note, or any and all other instruments or documents
       executed in connection herewith, Holder and the Company intend that the obligations evidenced by this Note conform strictly to the
       applicable usury laws from time to time in force. All agreements between the Company and Holder, whether now existing or
       hereafter arising and whether oral or written, hereby are expressly limited so that in no case, contingency or event whatsoever,
       whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid to Holder, or collected by
       Holder, by or on behalf of the Company for the use, forbearance or detention of the money to be loaned to the Company hereunder
       or otherwise, or for the payment or performance of any covenant or obligation contained herein of the Company to Holder, or in
       any other document evidencing, securing or pertaining to such indebtedness evidenced hereby, exceed the maximum amount
       permissible under applicable usury law. If, under any circumstances whatsoever, fulfillment of any provisions thereof or any other
       document, at the time performance of such provisions shall be due, shall involve transcending the limit of validity prescribed by
       law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if under any circumstances
       Holder ever shall receive from or on behalf of the Company an amount deemed interest, by applicable law, which would exceed the
       highest lawful rate, such amount that would be excessive interest under applicable usury laws shall be applied to the reduction of
       the Company's unpaid Principal owing hereunder and not to the payment of interest, or if such excessive interest exceeds the
       unpaid balance of principal and such other indebtedness, the excess shall be deemed to have been a payment as a result of an error
       on the part of Holder and the Company and the party receiving such excess payment shall promptly, upon discovery of such error
       or upon notice thereof from the party making such payment, refund to the Company or to any other person making such payment
       on the Company's behalf, and this Note shall be automatically deemed reformed so as to permit only the collection of the maximum
       non-usurious rate and amount of interest allowed by applicable law. All sums paid or agreed to be paid to Holder or any other
       holders hereof for the use, forbearance or detention of the indebtedness evidenced hereby shall, to the full extent permitted by
       applicable law, be amortized, prorated, allocated and spread through the full term of this Note.

4.10. Waiver of Jury Trial. THE COMPANY AND HOLDER EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
      ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE OR ANY DOCUMENT OR
      UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
      FUTURE BE DELIVERED IN CONNECTION WITH THIS NOTE AND AGREES THAT ANY SUCH ACTION OR
      PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE COMPANY AGREES THAT THE
      COMPANY WILL NOT ASSERT ANY CLAIM AGAINST HOLDER ON ANY THEORY OF LIABILITY FOR SPECIAL,
      INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

                                                                   ProText Mobility, Inc.

                                                                   By:
                                                                         Erica Zalbert, Chief Financial Officer

                                                                   XXXXXXXXXXXX




                                                                 -5-
                                                                                                                                      Exhibit 4.13

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

                                                         ECHOMETRIX, INC.
                                                    COMMON STOCK PURCHASE WARRANT

Warrant # XXXXXX                                                                                                               State of New York

Shares Underlying Warrant: XXXXX                                                                                                       XXXXXX

FOR VALUE RECEIVED and subject to the terms and conditions hereinafter set out, XXXXXX or its registered transferee, as the registered
holder of this Warrant as set forth on the books and records of the Company (the ― Holder ‖), is entitled upon surrender of this Warrant to
purchase from ECHOMETRIX, INC. (the ― Company ‖) XXXX shares fully paid and non-assessable shares of Common Stock, $.0001 par
value (the ― Common Stock ‖), at the Exercise Price (as defined below) per share.

This Warrant shall expire at the close of business on XXXXXXX.

1.         ISSUANCE UPON PURCHASE OF COMPANY’S NOTE .

 This Warrant is being issued by the Company to the Holder by assignment of a Securities Purchase Agreement between XXXXXX (the
―Purchaser‖) and XXXXXX (the ―Seller‖). Whereas, the purchase paid the seller $XXXXXX for XXXXX shares of the Company‘s Common
Stock and XXXXX Options to purchase additional shares of the Company‘s stock at an exercise price set forth in paragraph 2 of this Warrant
Agreement. .

2.         EXERCISE OF WARRANT .

 (a)       The right to purchase shares of Common Stock represented by this Warrant may be exercised by the Holder, in whole or in part, ( in
whole dollar increments), by (i) the surrender of this Warrant (properly endorsed if required) at the principal office of the Company (or such
other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the
books of the Company), (ii) a duly executed notice of exercise in the form of Annex A hereto, and (iii) upon payment to the Company, by cash
or by certified check or bank draft, of the exercise price of $0.15 per share (the ― Exercise Price ‖). The Holder shall have the right to exercise
the entire warrant in part or in whole on a cashless basis during the term of the warrant. The Company agrees that the shares of Common Stock
so purchased shall be deemed to be issued to the Holder as the record owner of such shares of Common Stock as of the close of business on the
date on which this Warrant shall have been surrendered and payment made for such shares of Common Stock as aforesaid. Certificates for the
shares of Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding five (5) business days, after the
rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the number
of shares of Common Stock, if any, with respect to which this Warrant shall not then have been exercised, in all other respects identical with
this Warrant, shall also be issued and delivered to the Holder within such time, or, at the request of the Holder, appropriate notation may be
made on this Warrant and the same returned to the Holder.

 (b)      Piggyback Registration. The underlying warrant shares of the Company shall carry piggyback registration rights.
3.        FRACTIONAL SHARES .

 No fractional Common Stock shall be issued in connection with any exercise of this Warrant.
4.         ADJUSTMENT TO EXERCISE PRICE .

The Exercise Price shall be adjusted as follows:

 (a)       In the case of any amendment to the Certificate of Incorporation of the Company to change the rights, privileges, restrictions or
conditions in respect to the Common Stock or division of the Common Stock, this Warrant shall be adjusted so as to provide that upon exercise
thereof, the Holder shall receive, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such change or division by the Holder issuable upon such exercise had the
exercise occurred immediately prior to such designation, change or division.

 (b)       If the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common
Stock, or declare a dividend or make any other distribution upon the Common Stock payable in shares of Common Stock, the Exercise Price in
effect immediately prior to such subdivision or dividend or other distribution shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.

 (c)        If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company
with another corporation or entity, or the sale of all or substantially all of the Company‘s assets to another corporation or other entity shall be
effected in such a way that holders of shares of Common Stock shall be entitled to receive stocks, securities, other evidence of equity
ownership or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided below in this Section 4 ), lawful and adequate provisions shall be made whereby
the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, such shares of stock,
securities, other evidence of equity ownership or assets as may be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Warrant under this Section 4 had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any
such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock receivable upon
the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, other evidence of
equity ownership or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation
or merger, of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so
reflected is less than the Exercise Price in effect immediately prior to such consolidation or merger). Subject to the terms of this Warrant, in
the event of a merger or consolidation of the Company with or into another corporation or other entity as a result of which the number of shares
of common stock of the surviving corporation or other entity issuable to holders of Common Stock of the Company, is greater or lesser than the
number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation, then the Exercise Price in
effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock of the Company.

 (d)       Whenever the Exercise Price shall be adjusted pursuant to this Section 4 , the Company shall issue a certificate signed by its
President and by its Treasurer or Secretary, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment,
the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company
made any determination hereunder), and the Exercise Price after giving effect to such adjustment, and shall cause copies of such certificates to
be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant.
5.         COVENANTS OF THE COMPANY .

          The Company covenants and agrees that all Common Stock upon issuance against payment in full of the Exercise Price by the Holder
pursuant to this Warrant will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue
thereof; and, without limiting the generality of the foregoing, the Company covenants and agrees that it will take from time to time all such
action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the then effective
Exercise Price. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be
exercised, the Company will have at all times authorized, and reserved for the purpose of issue or transfer upon exercise of the rights evidenced
by this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The
Company will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any
applicable law or regulation. The Company will not take any action which would result in any adjustment in the number of shares of Common
Stock purchasable hereunder if the total number of shares of Common Stock issuable pursuant to the terms of this Warrant after such action
upon full exercise of this Warrant and, together with all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of Common Stock then outstanding, would exceed the total number of
shares of Common Stock then authorized by the Company‘s Certificate of Incorporation, as then amended.

6.        EXCHANGE.

 This Warrant is exchangeable, upon the surrender hereby by the Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and
purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares of Common Stock
as shall be designated by the Holder at the time of such surrender. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any such new Warrants and, in the case of any such loss, theft, or destruction, upon delivery of a
bond of indemnity, reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this
Warrant or such new Warrants, the Company will issue to the Holder a new Warrant of like tenor, in lieu of this Warrant or such new Warrants,
representing the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased
hereunder.

7.         MISCELLANEOUS .

 (a)       Limited Rights of Holders . This Warrant shall not entitle the Holder to any of the rights of a stockholder of the Company,
including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.

 (b)        Amendments and Waivers . No provision of this Warrant may be amended without the express written consent of both the
Company and the Holder. No delay by the Company in exercising any power or right hereunder shall operate as a waiver of any power or right,
nor shall any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of
any other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in
writing by the Holder and then only to the extent set forth therein.

 (c)        Governing Law; Jurisdiction . This Warrant is made and delivered in, and shall be governed by and construed in accordance with
the laws of, the State of New York (without giving effect to principles of conflicts of laws of the State of New York or any other state), and any
dispute shall be resolved in the state or federal courts located in Nassau County, New York.

 (d)      Counterparts . This Agreement may be executed in one or more counterparts, including facsimile signatures, each of which shall be
deemed an original but all of which together will constitute one and the same instrument.

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

                                                                          ECHOMETRIX, INC.

                                                                          By:
                                                                                Name: Erica Zalbert
                                                                                Title: Chief Financial Officer
                                                                                                                                   ANNEX A

                                             COMMON STOCK SUBSCRIPTION WARRANT

                                                              Notice of Exercise

To:          ECHOMETRIX, INC.

The undersigned, pursuant to the provisions set forth in the Common Stock Subscription Warrant dated as of XXXXXXX, hereby irrevocably
elects and agrees to purchase ___________________ of the shares of Common Stock covered by such Warrant (the ―Warrant Shares‖), and
herewith makes payment therefor in full of the aggregate Exercise Price of $________________.

The undersigned hereby represents that the undersigned is exercising such Warrant for its own account and will not sell or otherwise dispose of
the underlying Warrant Shares in violation of applicable securities laws. If said number of shares is less than all of the shares purchasable
hereunder the undersigned requests that a new Warrant evidencing the rights to purchase the remaining Warrant Shares (which new Warrant
shall in all other respects be identical to the Warrant exercised hereby) be registered in the name of the undersigned.

Date:

Signature:

Printed Name:

Address:
                                                                                                                                       Exhibit 4.14

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

                                                         ECHOMETRIX, INC.
                                                    COMMON STOCK PURCHASE WARRANT

Warrant # XXXXX                                                                                                                 State of New York

Shares Underlying Warrant XXXXXX                                                                                                        XXXXXX

FOR VALUE RECEIVED and subject to the terms and conditions hereinafter set out, XXXXX or its registered transferee, as the registered
holder of this Warrant as set forth on the books and records of the Company (the ― Holder ‖), is entitled upon surrender of this Warrant to
purchase from ECHOMETRIX, INC. (the ― Company ‖) XXXX shares fully paid and non-assessable shares of Common Stock, $.0001 par
value (the ― Common Stock ‖), at the Exercise Price (as defined below) per share.

This Warrant shall expire at the close of business on August 6, 2014.

1.         ISSUANCE UPON PURCHASE OF COMPANY’S NOTE .

 This Warrant is being issued by the Company to the Holder in connection with an investment of $XXXXX dated XXXXXX regarding the
private placement of XXXXX shares of the Company‘s restricted Common Stock.

2.         EXERCISE OF WARRANT .

 (a)        The right to purchase shares of Common Stock represented by this Warrant may be exercised by the Holder, in whole or in part, ( in
whole dollar increments), by (i) the surrender of this Warrant (properly endorsed if required) at the principal office of the Company (or such
other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the
books of the Company), (ii) a duly executed notice of exercise in the form of Annex A hereto, and (iii) upon payment to the Company, by cash
or by certified check or bank draft, of the exercise price of $0.15 per share (the ― Exercise Price ‖). The Company agrees that the shares of
Common Stock so purchased shall be deemed to be issued to the Holder as the record owner of such shares of Common Stock as of the close of
business on the date on which this Warrant shall have been surrendered and payment made for such shares of Common Stock as
aforesaid. Certificates for the shares of Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding
five (5) business days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not then have been exercised, in
all other respects identical with this Warrant, shall also be issued and delivered to the Holder within such time, or, at the request of the Holder,
appropriate notation may be made on this Warrant and the same returned to the Holder.

 (b)       Piggyback Registration. The underlying warrant shares of the Company shall carry piggyback registration rights.
3.         FRACTIONAL SHARES .

 No fractional Common Stock shall be issued in connection with any exercise of this Warrant.
4.         ADJUSTMENT TO EXERCISE PRICE .

The Exercise Price shall be adjusted as follows:

 (a)       In the case of any amendment to the Certificate of Incorporation of the Company to change the rights, privileges, restrictions or
conditions in respect to the Common Stock or division of the Common Stock, this Warrant shall be adjusted so as to provide that upon exercise
thereof, the Holder shall receive, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such change or division by the Holder issuable upon such exercise had the
exercise occurred immediately prior to such designation, change or division.

 (b)       If the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common
Stock, or declare a dividend or make any other distribution upon the Common Stock payable in shares of Common Stock, the Exercise Price in
effect immediately prior to such subdivision or dividend or other distribution shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.

 (c)        If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company
with another corporation or entity, or the sale of all or substantially all of the Company‘s assets to another corporation or other entity shall be
effected in such a way that holders of shares of Common Stock shall be entitled to receive stocks, securities, other evidence of equity
ownership or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided below in this Section 4 ), lawful and adequate provisions shall be made whereby
the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, such shares of stock,
securities, other evidence of equity ownership or assets as may be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Warrant under this Section 4 had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any
such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock receivable upon
the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, other evidence of
equity ownership or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation
or merger, of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so
reflected is less than the Exercise Price in effect immediately prior to such consolidation or merger). Subject to the terms of this Warrant, in
the event of a merger or consolidation of the Company with or into another corporation or other entity as a result of which the number of shares
of common stock of the surviving corporation or other entity issuable to holders of Common Stock of the Company, is greater or lesser than the
number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation, then the Exercise Price in
effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock of the Company.

 (d)       Whenever the Exercise Price shall be adjusted pursuant to this Section 4 , the Company shall issue a certificate signed by its
President and by its Treasurer or Secretary, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment,
the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company
made any determination hereunder), and the Exercise Price after giving effect to such adjustment, and shall cause copies of such certificates to
be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant.
5.         COVENANTS OF THE COMPANY .

           The Company covenants and agrees that all Common Stock upon issuance against payment in full of the Exercise Price by the
Holder pursuant to this Warrant will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to
the issue thereof; and, without limiting the generality of the foregoing, the Company covenants and agrees that it will take from time to time all
such action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the then effective
Exercise Price. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be
exercised, the Company will have at all times authorized, and reserved for the purpose of issue or transfer upon exercise of the rights evidenced
by this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The
Company will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any
applicable law or regulation. The Company will not take any action which would result in any adjustment in the number of shares of Common
Stock purchasable hereunder if the total number of shares of Common Stock issuable pursuant to the terms of this Warrant after such action
upon full exercise of this Warrant and, together with all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of Common Stock then outstanding, would exceed the total number of
shares of Common Stock then authorized by the Company‘s Certificate of Incorporation, as then amended.

6.        EXCHANGE.

 This Warrant is exchangeable, upon the surrender hereby by the Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and
purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares of Common Stock
as shall be designated by the Holder at the time of such surrender. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any such new Warrants and, in the case of any such loss, theft, or destruction, upon delivery of a
bond of indemnity, reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this
Warrant or such new Warrants, the Company will issue to the Holder a new Warrant of like tenor, in lieu of this Warrant or such new Warrants,
representing the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased
hereunder.

7.         MISCELLANEOUS .

 (a)       Limited Rights of Holders . This Warrant shall not entitle the Holder to any of the rights of a stockholder of the Company,
including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.

 (b)        Amendments and Waivers . No provision of this Warrant may be amended without the express written consent of both the
Company and the Holder. No delay by the Company in exercising any power or right hereunder shall operate as a waiver of any power or right,
nor shall any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of
any other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in
writing by the Holder and then only to the extent set forth therein.

 (c)        Governing Law; Jurisdiction . This Warrant is made and delivered in, and shall be governed by and construed in accordance with
the laws of, the State of New York (without giving effect to principles of conflicts of laws of the State of New York or any other state), and any
dispute shall be resolved in the state or federal courts located in Nassau County, New York.

 (d)      Counterparts . This Agreement may be executed in one or more counterparts, including facsimile signatures, each of which shall be
deemed an original but all of which together will constitute one and the same instrument.
 IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly authorized officer as of the date first above
indicated.

                                                             ECHOMETRIX, INC.

                                                             By:
                                                                   Name: Erica Zalbert
                                                                   Title: Chief Financial Officer
                                                                                                                                   ANNEX A

                                             COMMON STOCK SUBSCRIPTION WARRANT

                                                              Notice of Exercise

To:          ECHOMETRIX, INC.

The undersigned, pursuant to the provisions set forth in the Common Stock Subscription Warrant dated as of XXXXXX, hereby irrevocably
elects and agrees to purchase ___________________ of the shares of Common Stock covered by such Warrant (the ―Warrant Shares‖), and
herewith makes payment therefor in full of the aggregate Exercise Price of $________________.

The undersigned hereby represents that the undersigned is exercising such Warrant for its own account and will not sell or otherwise dispose of
the underlying Warrant Shares in violation of applicable securities laws. If said number of shares is less than all of the shares purchasable
hereunder the undersigned requests that a new Warrant evidencing the rights to purchase the remaining Warrant Shares (which new Warrant
shall in all other respects be identical to the Warrant exercised hereby) be registered in the name of the undersigned.

Date:

Signature:

Printed Name:

Address:
                                                                                                                                   Exhibit 4.15

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

                                                        SEARCHHELP, INC.
                                                   COMMON STOCK PURCHASE WARRANT

Warrant # XXXX                                                                                                              State of New York

Shares Underlying Warrant:                                                                                                          XXXXXX

FOR VALUE RECEIVED and subject to the terms and conditions hereinafter set out, XXXXXX, or its registered transferee, as the registered
holder of this Warrant as set forth on the books and records of the Company (the ― Holder ‖), is entitled upon surrender of this Warrant to
purchase from SEARCHHELP, INC. (the ― Company ‖) XXXXXX shares fully paid and non-assessable shares of Common Stock, $.0001 par
value (the ― Common Stock ‖), at the Exercise Price (as defined below) per share.

This Warrant shall expire at the close of business on XXXXX.

1.        ISSUANCE UPON PURCHASE OF COMPANY’S NOTE .

 This Warrant is being issued by the Company to the Holder in connection with an investment of $XXXXX dated XXXXX regarding the
private placement of XXXXXX shares of the Company‘s restricted Common Stock.

2.        EXERCISE OF WARRANT .

 (a)       The right to purchase shares of Common Stock represented by this Warrant may be exercised by the Holder, in whole or in part, ( in
whole dollar increments), by (i) the surrender of this Warrant (properly endorsed if required) at the principal office of the Company (or such
other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the
books of the Company), (ii) a duly executed notice of exercise in the form of Annex A hereto, and (iii) upon payment to the Company, by cash
or by certified check or bank draft, of the exercise price at the 30 day VWAP with a ceiling of $0.15 per share (the ― Exercise Price ‖). The
Company agrees that the shares of Common Stock so purchased shall be deemed to be issued to the Holder as the record owner of such shares
of Common Stock as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares
of Common Stock as aforesaid. Certificates for the shares of Common Stock so purchased shall be delivered to the Holder within a reasonable
time, not exceeding five (5) business days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant
has expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not then have
been exercised, in all other respects identical with this Warrant, shall also be issued and delivered to the Holder within such time, or, at the
request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder.

 (b)      Piggyback Registration. The underlying warrant shares of the Company shall carry piggyback registration rights.
3.        FRACTIONAL SHARES .

 No fractional Common Stock shall be issued in connection with any exercise of this Warrant.
4.         ADJUSTMENT TO EXERCISE PRICE .

The Exercise Price shall be adjusted as follows:

 (a)       In the case of any amendment to the Certificate of Incorporation of the Company to change the rights, privileges, restrictions or
conditions in respect to the Common Stock or division of the Common Stock, this Warrant shall be adjusted so as to provide that upon exercise
thereof, the Holder shall receive, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such change or division by the Holder issuable upon such exercise had the
exercise occurred immediately prior to such designation, change or division.

 (b)       If the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common
Stock, or declare a dividend or make any other distribution upon the Common Stock payable in shares of Common Stock, the Exercise Price in
effect immediately prior to such subdivision or dividend or other distribution shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.

 (c)        If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company
with another corporation or entity, or the sale of all or substantially all of the Company‘s assets to another corporation or other entity shall be
effected in such a way that holders of shares of Common Stock shall be entitled to receive stocks, securities, other evidence of equity
ownership or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided below in this Section 4 ), lawful and adequate provisions shall be made whereby
the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, such shares of stock,
securities, other evidence of equity ownership or assets as may be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Warrant under this Section 4 had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any
such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock receivable upon
the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, other evidence of
equity ownership or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation
or merger, of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so
reflected is less than the Exercise Price in effect immediately prior to such consolidation or merger). Subject to the terms of this Warrant, in
the event of a merger or consolidation of the Company with or into another corporation or other entity as a result of which the number of shares
of common stock of the surviving corporation or other entity issuable to holders of Common Stock of the Company, is greater or lesser than the
number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation, then the Exercise Price in
effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock of the Company.

 (d)       Whenever the Exercise Price shall be adjusted pursuant to this Section 4 , the Company shall issue a certificate signed by its
President and by its Treasurer or Secretary, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment,
the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company
made any determination hereunder), and the Exercise Price after giving effect to such adjustment, and shall cause copies of such certificates to
be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant.
5.         COVENANTS OF THE COMPANY .

           The Company covenants and agrees that all Common Stock upon issuance against payment in full of the Exercise Price by the
Holder pursuant to this Warrant will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to
the issue thereof; and, without limiting the generality of the foregoing, the Company covenants and agrees that it will take from time to time all
such action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the then effective
Exercise Price. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be
exercised, the Company will have at all times authorized, and reserved for the purpose of issue or transfer upon exercise of the rights evidenced
by this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The
Company will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any
applicable law or regulation. The Company will not take any action which would result in any adjustment in the number of shares of Common
Stock purchasable hereunder if the total number of shares of Common Stock issuable pursuant to the terms of this Warrant after such action
upon full exercise of this Warrant and, together with all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of Common Stock then outstanding, would exceed the total number of
shares of Common Stock then authorized by the Company‘s Certificate of Incorporation, as then amended.

6.        EXCHANGE.

 This Warrant is exchangeable, upon the surrender hereby by the Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and
purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares of Common Stock
as shall be designated by the Holder at the time of such surrender. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any such new Warrants and, in the case of any such loss, theft, or destruction, upon delivery of a
bond of indemnity, reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this
Warrant or such new Warrants, the Company will issue to the Holder a new Warrant of like tenor, in lieu of this Warrant or such new Warrants,
representing the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased
hereunder.

7.         MISCELLANEOUS .

 (a)       Limited Rights of Holders . This Warrant shall not entitle the Holder to any of the rights of a stockholder of the Company,
including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.

 (b)        Amendments and Waivers . No provision of this Warrant may be amended without the express written consent of both the
Company and the Holder. No delay by the Company in exercising any power or right hereunder shall operate as a waiver of any power or right,
nor shall any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of
any other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in
writing by the Holder and then only to the extent set forth therein.

 (c)        Governing Law; Jurisdiction . This Warrant is made and delivered in, and shall be governed by and construed in accordance with
the laws of, the State of New York (without giving effect to principles of conflicts of laws of the State of New York or any other state), and any
dispute shall be resolved in the state or federal courts located in Nassau County, New York.

 (d)      Counterparts . This Agreement may be executed in one or more counterparts, including facsimile signatures, each of which shall be
deemed an original but all of which together will constitute one and the same instrument.
        IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly authorized officer as of the date first
above indicated.

                                                                  SEARCHHELP, INC.

                                                                  By:
                                                                        Name: Erica Zalbert
                                                                        Title: Chief Financial Officer
                                                                                                                                   ANNEX A

                                             COMMON STOCK SUBSCRIPTION WARRANT

                                                              Notice of Exercise

To:          SEARCHHELP, INC.

The undersigned, pursuant to the provisions set forth in the Common Stock Subscription Warrant dated as of XXXXX, hereby irrevocably
elects and agrees to purchase ___________________ of the shares of Common Stock covered by such Warrant (the ―Warrant Shares‖), and
herewith makes payment therefor in full of the aggregate Exercise Price of $________________.

The undersigned hereby represents that the undersigned is exercising such Warrant for its own account and will not sell or otherwise dispose of
the underlying Warrant Shares in violation of applicable securities laws. If said number of shares is less than all of the shares purchasable
hereunder the undersigned requests that a new Warrant evidencing the rights to purchase the remaining Warrant Shares (which new Warrant
shall in all other respects be identical to the Warrant exercised hereby) be registered in the name of the undersigned.

Date:

Signature:

Printed Name:

Address:
                                                                                                                                      Exhibit 4.16

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

                                                         SEARCHHELP, INC.
                                                    COMMON STOCK PURCHASE WARRANT

Warrant # XXXXXX                                                                                                               State of New York

Shares underlying Warrant: XXXX                                                                                                          XXXXX

FOR VALUE RECEIVED and subject to the terms and conditions hereinafter set out, XXXXXX (―DC‖) or its registered transferee, as the
registered holder of this Warrant as set forth on the books and records of the Company (the ― Holder ‖), is entitled upon surrender of this
Warrant to purchase from SEARCHHELP, INC. (the ― Company ‖) XXXXXXX (XXXXXX) fully paid and non-assessable shares of Common
Stock, $.0001 par value (the ― Common Stock ‖), at the Exercise Price (as defined below) per share.

This Warrant shall expire at the close of business on XXXXXX.

1.         ISSUANCE UPON PURCHASE OF COMPANY’S NOTE .

 This Warrant is being issued by the Company to the Holder in connection with a Promissory Note of $XXXXXX dated XXXXXX regarding
the promissory note executed on such date.

2.         EXERCISE OF WARRANT .

 (a)        The right to purchase shares of Common Stock represented by this Warrant may be exercised by the Holder, in whole or in part, by
(i) the surrender of this Warrant (properly endorsed if required) at the principal office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), (ii) a
duly executed notice of exercise in the form of Annex A hereto, and (iii) upon payment to the Company, by cash or by certified check or bank
draft, of the exercise price of $0.15 per share (the ― Exercise Price ‖). The Company agrees that the shares of Common Stock so purchased
shall be deemed to be issued to the Holder as the record owner of such shares of Common Stock as of the close of business on the date on
which this Warrant shall have been surrendered and payment made for such shares of Common Stock as aforesaid. Certificates for the shares
of Common Stock so purchased (together with a cash adjustment in lieu of any fraction of a share) shall be delivered to the Holder within a
reasonable time, not exceeding five (5) business days, after the rights represented by this Warrant shall have been so exercised, and, unless this
Warrant has expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not
then have been exercised, in all other respects identical with this Warrant, shall also be issued and delivered to the Holder within such time, or,
at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder.

 (b)       Piggyback Registration. The underlying warrant shares of the Company shall carry piggyback registration rights.
3.         FRACTIONAL SHARES .

 No fractional Common Stock shall be issued in connection with any exercise of this Warrant, but in lieu of such fractional shares, the
Company shall make a cash payment therefor equal in amount to the product of the applicable fraction multiplied by the Exercise Price then in
effect.

4.         ADJUSTMENT TO EXERCISE PRICE .

The Exercise Price shall be adjusted as follows:

 (a)       In the case of any amendment to the Certificate of Incorporation of the Company to change the rights, privileges, restrictions or
conditions in respect to the Common Stock or division of the Common Stock, this Warrant shall be adjusted so as to provide that upon exercise
thereof, the Holder shall receive, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such change or division by the Holder issuable upon such exercise had the
exercise occurred immediately prior to such designation, change or division.

 (b)       If the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common
Stock, or declare a dividend or make any other distribution upon the Common Stock payable in shares of Common Stock, the Exercise Price in
effect immediately prior to such subdivision or dividend or other distribution shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.

 (c)        If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company
with another corporation or entity, or the sale of all or substantially all of the Company‘s assets to another corporation or other entity shall be
effected in such a way that holders of shares of Common Stock shall be entitled to receive stocks, securities, other evidence of equity
ownership or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided below in this Section 4 ), lawful and adequate provisions shall be made whereby
the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, such shares of stock,
securities, other evidence of equity ownership or assets as may be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Warrant under this Section 4 had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any
such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock receivable upon
the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, other evidence of
equity ownership or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation
or merger, of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so
reflected is less than the Exercise Price in effect immediately prior to such consolidation or merger). Subject to the terms of this Warrant, in
the event of a merger or consolidation of the Company with or into another corporation or other entity as a result of which the number of shares
of common stock of the surviving corporation or other entity issuable to holders of Common Stock of the Company, is greater or lesser than the
number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation, then the Exercise Price in
effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock of the Company.

 (d)       Whenever the Exercise Price shall be adjusted pursuant to this Section 4 , the Company shall issue a certificate signed by its
President and by its Treasurer or Secretary, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment,
the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company
made any determination hereunder), and the Exercise Price after giving effect to such adjustment, and shall cause copies of such certificates to
be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant.
5.         COVENANTS OF THE COMPANY .

 The Company covenants and agrees that all Common Stock upon issuance against payment in full of the Exercise Price by the Holder
pursuant to this Warrant will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue
thereof; and, without limiting the generality of the foregoing, the Company covenants and agrees that it will take from time to time all such
action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the then effective
Exercise Price. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be
exercised, the Company will have at all times authorized, and reserved for the purpose of issue or transfer upon exercise of the rights evidenced
by this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The
Company will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any
applicable law or regulation. The Company will not take any action which would result in any adjustment in the number of shares of Common
Stock purchasable hereunder if the total number of shares of Common Stock issuable pursuant to the terms of this Warrant after such action
upon full exercise of this Warrant and, together with all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of Common Stock then outstanding, would exceed the total number of
shares of Common Stock then authorized by the Company‘s Certificate of Incorporation, as then amended.

6.         EXCHANGE .

 This Warrant is exchangeable, upon the surrender hereby by the Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and
purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares of Common Stock
as shall be designated by the Holder at the time of such surrender. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any such new Warrants and, in the case of any such loss, theft, or destruction, upon delivery of a
bond of indemnity, reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this
Warrant or such new Warrants, the Company will issue to the Holder a new Warrant of like tenor, in lieu of this Warrant or such new Warrants,
representing the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased
hereunder.

7.         MISCELLANEOUS .

 (a)       Limited Rights of Holders . This Warrant shall not entitle the Holder to any of the rights of a stockholder of the Company,
including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.

 (b)        Amendments and Waivers . No provision of this Warrant may be amended without the express written consent of both the
Company and the Holder. No delay by the Company in exercising any power or right hereunder shall operate as a waiver of any power or right,
nor shall any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of
any other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in
writing by the Holder and then only to the extent set forth therein.

 (c)        Governing Law; Jurisdiction . This Warrant is made and delivered in, and shall be governed by and construed in accordance with
the laws of, the State of New York (without giving effect to principles of conflicts of laws of the State of New York or any other state), and any
dispute shall be resolved in the state or federal courts located in Nassau County, New York.

 (d)      Counterparts . This Agreement may be executed in one or more counterparts, including facsimile signatures, each of which shall be
deemed an original but all of which together will constitute one and the same instrument.
         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly authorized officer as of the date first
above indicated.

                                                                    SEARCHHELP, INC.

                                                                   Name: William Bozsnyak
                                                                    Title: Chief Executive Officer
                                                                                                                                   ANNEX A

                                             COMMON STOCK SUBSCRIPTION WARRANT

                                                              Notice of Exercise

To:          SEARCHHELP, INC.

The undersigned, pursuant to the provisions set forth in the Common Stock Subscription Warrant dated as of XXXXXX, hereby irrevocably
elects and agrees to purchase ___________________ of the shares of Common Stock covered by such Warrant (the ―Warrant Shares‖), and
herewith makes payment therefor in full of the aggregate Exercise Price of $________________.

The undersigned hereby represents that the undersigned is exercising such Warrant for its own account and will not sell or otherwise dispose of
the underlying Warrant Shares in violation of applicable securities laws. If said number of shares is less than all of the shares purchasable
hereunder the undersigned requests that a new Warrant evidencing the rights to purchase the remaining Warrant Shares (which new Warrant
shall in all other respects be identical to the Warrant exercised hereby) be registered in the name of the undersigned.

Date:


Signature:

Printed Name:

Address:
                                                                                                                                       Exhibit 4.17

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

                                                         ECHOMETRIX, INC.
                                                    COMMON STOCK PURCHASE WARRANT

Warrant # XXXX                                                                                                                  State of New York

Shares Underlying Warrant: XXXXX                                                                                                            XXXX

FOR VALUE RECEIVED and subject to the terms and conditions hereinafter set out, XXXXXXX or its registered transferee, as the
registered holder of this Warrant as set forth on the books and records of the Company (the ― Holder ‖), is entitled upon surrender of this
Warrant to purchase from ECHOMETRIX, INC. (the ― Company ‖) XXXXXX shares fully paid and non-assessable shares of Common Stock,
$.0001 par value (the ― Common Stock ‖), at the Exercise Price (as defined below) per share.

This Warrant shall expire at the close of business on XXXXX.

1.         ISSUANCE UPON SETTLEMENT OF DEBT .

 This Warrant is being issued by the Company to the Holder as compensation for settling debt owed by the Company to a former employee.

2.         EXERCISE OF WARRANT .

 (a)        The right to purchase shares of Common Stock represented by this Warrant may be exercised by the Holder, in whole or in part, ( in
whole dollar increments), by (i) the surrender of this Warrant (properly endorsed if required) at the principal office of the Company (or such
other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the
books of the Company), (ii) a duly executed notice of exercise in the form of Annex A hereto, and (iii) upon payment to the Company, by cash
or by certified check or bank draft, of the exercise price of $0.10 per share (the ― Exercise Price ‖). The Company agrees that the shares of
Common Stock so purchased shall be deemed to be issued to the Holder as the record owner of such shares of Common Stock as of the close of
business on the date on which this Warrant shall have been surrendered and payment made for such shares of Common Stock as
aforesaid. Certificates for the shares of Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding
five (5) business days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not then have been exercised, in
all other respects identical with this Warrant, shall also be issued and delivered to the Holder within such time, or, at the request of the Holder,
appropriate notation may be made on this Warrant and the same returned to the Holder.

 (b)       Piggyback Registration. The underlying warrant shares of the Company shall carry piggyback registration rights.
3.         FRACTIONAL SHARES .

 No fractional Common Stock shall be issued in connection with any exercise of this Warrant.

4.         ADJUSTMENT TO EXERCISE PRICE .

The Exercise Price shall be adjusted as follows:

 (a)       In the case of any amendment to the Certificate of Incorporation of the Company to change the rights, privileges, restrictions or
conditions in respect to the Common Stock or division of the Common Stock, this Warrant shall be adjusted so as to provide that upon exercise
thereof, the Holder shall receive, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such change or division by the Holder issuable upon such exercise had the
exercise occurred immediately prior to such designation, change or division.

 (b)       If the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common
Stock, or declare a dividend or make any other distribution upon the Common Stock payable in shares of Common Stock, the Exercise Price in
effect immediately prior to such subdivision or dividend or other distribution shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.

 (c)        If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company
with another corporation or entity, or the sale of all or substantially all of the Company‘s assets to another corporation or other entity shall be
effected in such a way that holders of shares of Common Stock shall be entitled to receive stocks, securities, other evidence of equity
ownership or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided below in this Section 4 ), lawful and adequate provisions shall be made whereby
the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, such shares of stock,
securities, other evidence of equity ownership or assets as may be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Warrant under this Section 4 had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any
such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock receivable upon
the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, other evidence of
equity ownership or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation
or merger, of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so
reflected is less than the Exercise Price in effect immediately prior to such consolidation or merger). Subject to the terms of this Warrant, in
the event of a merger or consolidation of the Company with or into another corporation or other entity as a result of which the number of shares
of common stock of the surviving corporation or other entity issuable to holders of Common Stock of the Company, is greater or lesser than the
number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation, then the Exercise Price in
effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock of the Company.

 (d)       Whenever the Exercise Price shall be adjusted pursuant to this Section 4 , the Company shall issue a certificate signed by its
President and by its Treasurer or Secretary, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment,
the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company
made any determination hereunder), and the Exercise Price after giving effect to such adjustment, and shall cause copies of such certificates to
be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant.
5.         COVENANTS OF THE COMPANY .

           The Company covenants and agrees that all Common Stock upon issuance against payment in full of the Exercise Price by the
Holder pursuant to this Warrant will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to
the issue thereof; and, without limiting the generality of the foregoing, the Company covenants and agrees that it will take from time to time all
such action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the then effective
Exercise Price. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be
exercised, the Company will have at all times authorized, and reserved for the purpose of issue or transfer upon exercise of the rights evidenced
by this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The
Company will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any
applicable law or regulation. The Company will not take any action which would result in any adjustment in the number of shares of Common
Stock purchasable hereunder if the total number of shares of Common Stock issuable pursuant to the terms of this Warrant after such action
upon full exercise of this Warrant and, together with all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of Common Stock then outstanding, would exceed the total number of
shares of Common Stock then authorized by the Company‘s Certificate of Incorporation, as then amended.

6.        EXCHANGE.

 This Warrant is exchangeable, upon the surrender hereby by the Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and
purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares of Common Stock
as shall be designated by the Holder at the time of such surrender. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any such new Warrants and, in the case of any such loss, theft, or destruction, upon delivery of a
bond of indemnity, reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this
Warrant or such new Warrants, the Company will issue to the Holder a new Warrant of like tenor, in lieu of this Warrant or such new Warrants,
representing the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased
hereunder.

7.         MISCELLANEOUS .

 (a)       Limited Rights of Holders . This Warrant shall not entitle the Holder to any of the rights of a stockholder of the Company,
including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.

 (b)        Amendments and Waivers . No provision of this Warrant may be amended without the express written consent of both the
Company and the Holder. No delay by the Company in exercising any power or right hereunder shall operate as a waiver of any power or right,
nor shall any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of
any other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in
writing by the Holder and then only to the extent set forth therein.

 (c)        Governing Law; Jurisdiction . This Warrant is made and delivered in, and shall be governed by and construed in accordance with
the laws of, the State of New York (without giving effect to principles of conflicts of laws of the State of New York or any other state), and any
dispute shall be resolved in the state or federal courts located in Nassau County, New York.

 (d)      Counterparts . This Agreement may be executed in one or more counterparts, including facsimile signatures, each of which shall be
deemed an original but all of which together will constitute one and the same instrument.
 IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly authorized officer as of the date first above
indicated.

                                                                 ECHOMETRIX, INC.

                                                                 By:
                                                                       Name: Erica Zalbert
                                                                       Title: Chief Financial Officer
                                                                                                                                   ANNEX A

                                             COMMON STOCK SUBSCRIPTION WARRANT

                                                              Notice of Exercise

To:          ECHOMETRIX, INC.

The undersigned, pursuant to the provisions set forth in the Common Stock Subscription Warrant dated as of XXXXXXX, hereby irrevocably
elects and agrees to purchase ___________________ of the shares of Common Stock covered by such Warrant (the ―Warrant Shares‖), and
herewith makes payment therefor in full of the aggregate Exercise Price of $________________.

The undersigned hereby represents that the undersigned is exercising such Warrant for its own account and will not sell or otherwise dispose of
the underlying Warrant Shares in violation of applicable securities laws. If said number of shares is less than all of the shares purchasable
hereunder the undersigned requests that a new Warrant evidencing the rights to purchase the remaining Warrant Shares (which new Warrant
shall in all other respects be identical to the Warrant exercised hereby) be registered in the name of the undersigned.

Date:


Signature:

Printed Name:

Address:
                                                                                                                                         Exhibit 4.18

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

                                                          ECHOMETRIX, INC.
                                                     COMMON STOCK PURCHASE WARRANT

Warrant # XXXXXX                                                                                                                  State of New York

Shares Underlying Warrant: XXXX                                                                                                           XXXXXX

FOR VALUE RECEIVED and subject to the terms and conditions hereinafter set out, XXXX or its registered transferee, as the registered
holder of this Warrant as set forth on the books and records of the Company (the ― Holder ‖), is entitled upon surrender of this Warrant to
purchase from ECHOMETRIX, INC. (the ― Company ‖) XXXXXX shares fully paid and non-assessable shares of Common Stock, $.0001 par
value (the ― Common Stock ‖), at the Exercise Price (as defined below) per share.

This Warrant shall expire at the close of business on XXXXXX.

1.         ISSUANCE UPON PURCHASE OF COMPANY’S NOTE .

 This Warrant is being issued by the Company to the Holder by assignment of XXXXXX regarding the private placement of XXXXXX shares
of the Company‘s Preferred Series B Stock.

2.         EXERCISE OF WARRANT .

 (a)       The right to purchase shares of Common Stock represented by this Warrant may be exercised by the Holder, in whole or in part, (in
whole dollar increments), upon no less than sixty one (61) days prior written notice to the Company by (i) the surrender of this Warrant
(properly endorsed if required) at the principal office of the Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the books of the Company), (ii) the delivery of a duly executed notice
of exercise in the form of Annex A hereto, and (iii) upon payment to the Company within sixty one (61) days of the date of the notice of
exercise, by cash or by certified check or bank draft, of the exercise price of $0.01 per share (the ― Exercise Price ‖). The Holder shall have the
right to exercise the entire warrant in part or in whole on a cashless basis during the term of the warrant. The Company agrees that the shares of
Common Stock so purchased shall be deemed to be issued to the Holder as the record owner of such shares of Common Stock as of the close of
business on the date on which this Warrant shall have been surrendered and payment made for such shares of Common Stock as
aforesaid. Certificates for the shares of Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding
five (5) business days, after the sixty first (61 st ) day after the rights represented by this Warrant shall have been so exercised, and, unless this
Warrant has expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not
then have been exercised, in all other respects identical with this Warrant, shall also be issued and delivered to the Holder within such time, or,
at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder.

 (b)       Piggyback Registration. The underlying warrant shares of the Company shall carry piggyback registration rights.

3.         FRACTIONAL SHARES .

 No fractional Common Stock shall be issued in connection with any exercise of this Warrant.
4.         ADJUSTMENT TO EXERCISE PRICE .

The Exercise Price shall be adjusted as follows:

 (a)       In the case of any amendment to the Certificate of Incorporation of the Company to change the rights, privileges, restrictions or
conditions in respect to the Common Stock or division of the Common Stock, this Warrant shall be adjusted so as to provide that upon exercise
thereof, the Holder shall receive, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such change or division by the Holder issuable upon such exercise had the
exercise occurred immediately prior to such designation, change or division.

 (b)       If the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common
Stock, or declare a dividend or make any other distribution upon the Common Stock payable in shares of Common Stock, the Exercise Price in
effect immediately prior to such subdivision or dividend or other distribution shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.

 (c)        If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company
with another corporation or entity, or the sale of all or substantially all of the Company‘s assets to another corporation or other entity shall be
effected in such a way that holders of shares of Common Stock shall be entitled to receive stocks, securities, other evidence of equity
ownership or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided below in this Section 4 ), lawful and adequate provisions shall be made whereby
the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, such shares of stock,
securities, other evidence of equity ownership or assets as may be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Warrant under this Section 4 had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any
such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock receivable upon
the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, other evidence of
equity ownership or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation
or merger, of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so
reflected is less than the Exercise Price in effect immediately prior to such consolidation or merger). Subject to the terms of this Warrant, in
the event of a merger or consolidation of the Company with or into another corporation or other entity as a result of which the number of shares
of common stock of the surviving corporation or other entity issuable to holders of Common Stock of the Company, is greater or lesser than the
number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation, then the Exercise Price in
effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock of the Company.

 (d)       Whenever the Exercise Price shall be adjusted pursuant to this Section 4 , the Company shall issue a certificate signed by its
President and by its Treasurer or Secretary, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment,
the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company
made any determination hereunder), and the Exercise Price after giving effect to such adjustment, and shall cause copies of such certificates to
be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant.
5.         COVENANTS OF THE COMPANY .

 The Company covenants and agrees that all Common Stock upon issuance against payment in full of the Exercise Price by the Holder
pursuant to this Warrant will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue
thereof; and, without limiting the generality of the foregoing, the Company covenants and agrees that it will take from time to time all such
action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the then effective
Exercise Price. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be
exercised, the Company will have at all times authorized, and reserved for the purpose of issue or transfer upon exercise of the rights evidenced
by this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The
Company will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any
applicable law or regulation. The Company will not take any action which would result in any adjustment in the number of shares of Common
Stock purchasable hereunder if the total number of shares of Common Stock issuable pursuant to the terms of this Warrant after such action
upon full exercise of this Warrant and, together with all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of Common Stock then outstanding, would exceed the total number of
shares of Common Stock then authorized by the Company‘s Certificate of Incorporation, as then amended.


6.         EXCHANGE.

 This Warrant is exchangeable, upon the surrender hereby by the Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and
purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares of Common Stock
as shall be designated by the Holder at the time of such surrender. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any such new Warrants and, in the case of any such loss, theft, or destruction, upon delivery of a
bond of indemnity, reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this
Warrant or such new Warrants, the Company will issue to the Holder a new Warrant of like tenor, in lieu of this Warrant or such new Warrants,
representing the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased
hereunder.

7.         MISCELLANEOUS .

 (a)       Limited Rights of Holders . This Warrant shall not entitle the Holder to any of the rights of a stockholder of the Company,
including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.

 (b)        Amendments and Waivers . No provision of this Warrant may be amended without the express written consent of both the
Company and the Holder. No delay by the Company in exercising any power or right hereunder shall operate as a waiver of any power or right,
nor shall any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of
any other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in
writing by the Holder and then only to the extent set forth therein.

 (c)        Governing Law; Jurisdiction . This Warrant is made and delivered in, and shall be governed by and construed in accordance with
the laws of, the State of New York (without giving effect to principles of conflicts of laws of the State of New York or any other state), and any
dispute shall be resolved in the state or federal courts located in Nassau County, New York.

 (d)      Counterparts . This Agreement may be executed in one or more counterparts, including facsimile signatures, each of which shall be
deemed an original but all of which together will constitute one and the same instrument.

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

                                                                          ECHOMETRIX, INC.

                                                                          By:
                                                                                Name: Erica Zalbert
                                                                                Title: Chief Financial Officer
                                                                                                                                   ANNEX A

                                            COMMON STOCK SUBSCRIPTION WARRANT

                                                              Notice of Exercise

To:          ECHOMETRIX, INC.

The undersigned, pursuant to the provisions set forth in the Common Stock Subscription Warrant dated as of XXXXXXX, hereby irrevocably
elects and agrees to purchase ___________________ of the shares of Common Stock covered by such Warrant (the ―Warrant Shares‖), and
herewith makes payment therefor in full of the aggregate Exercise Price of $________________.

The undersigned hereby represents that the undersigned is exercising such Warrant for its own account and will not sell or otherwise dispose of
the underlying Warrant Shares in violation of applicable securities laws. If said number of shares is less than all of the shares purchasable
hereunder the undersigned requests that a new Warrant evidencing the rights to purchase the remaining Warrant Shares (which new Warrant
shall in all other respects be identical to the Warrant exercised hereby) be registered in the name of the undersigned.

Date:

Signature:

Printed Name:

Address:
                                                                                                                                      Exhibit 4.19

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

                                                         SEARCHHELP, INC.
                                                    COMMON STOCK PURCHASE WARRANT

Warrant # XXXXXX                                                                                                               State of New York

Shares Underlying Warrant: XXXXX                                                                                                       XXXXXX

FOR VALUE RECEIVED and subject to the terms and conditions hereinafter set out, XXXXXX or its registered transferee, as the registered
holder of this Warrant as set forth on the books and records of the Company (the ― Holder ‖), is entitled upon surrender of this Warrant to
purchase from SEARCHHELP, INC. (the ― Company ‖) XXXX shares fully paid and non-assessable shares of Common Stock, $.0001 par
value (the ― Common Stock ‖), at the Exercise Price (as defined below) per share.

This Warrant shall expire at the close of business on XXXXXXX.

1.         ISSUANCE UPON PURCHASE OF COMPANY’S NOTE .

 This Warrant is being issued by the Company to the Holder in connection with an investment of XXXXXX dated XXXXXXX regarding the
private placement of XXXXXXX shares of the Company‘s restricted Common Stock and an attached restricted stock.

2.         EXERCISE OF WARRANT .

 (a)        The right to purchase shares of Common Stock represented by this Warrant may be exercised by the Holder, in whole or in part, by
(i) the surrender of this Warrant (properly endorsed if required) at the principal office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), (ii) a
duly executed notice of exercise in the form of Annex A hereto, and (iii) upon payment to the Company, by cash or by certified check or bank
draft, of the exercise price of $0.25 per share (the ― Exercise Price ‖). The Company agrees that the shares of Common Stock so purchased
shall be deemed to be issued to the Holder as the record owner of such shares of Common Stock as of the close of business on the date on
which this Warrant shall have been surrendered and payment made for such shares of Common Stock as aforesaid. Certificates for the shares
of Common Stock so purchased (together with a cash adjustment in lieu of any fraction of a share) shall be delivered to the Holder within a
reasonable time, not exceeding five (5) business days, after the rights represented by this Warrant shall have been so exercised, and, unless this
Warrant has expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not
then have been exercised, in all other respects identical with this Warrant, shall also be issued and delivered to the Holder within such time, or,
at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder.

 (b)       Piggyback Registration. The underlying warrant shares of the Company shall carry piggyback registration rights.

3.        FRACTIONAL SHARES .

 No fractional Common Stock shall be issued in connection with any exercise of this Warrant, but in lieu of such fractional shares, the
Company shall make a cash payment therefor equal in amount to the product of the applicable fraction multiplied by the Exercise Price then in
effect.
4.         ADJUSTMENT TO EXERCISE PRICE .

The Exercise Price shall be adjusted as follows:

 (a)       In the case of any amendment to the Certificate of Incorporation of the Company to change the rights, privileges, restrictions or
conditions in respect to the Common Stock or division of the Common Stock, this Warrant shall be adjusted so as to provide that upon exercise
thereof, the Holder shall receive, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such change or division by the Holder issuable upon such exercise had the
exercise occurred immediately prior to such designation, change or division.

 (b)       If the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common
Stock, or declare a dividend or make any other distribution upon the Common Stock payable in shares of Common Stock, the Exercise Price in
effect immediately prior to such subdivision or dividend or other distribution shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.

 (c)        If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company
with another corporation or entity, or the sale of all or substantially all of the Company‘s assets to another corporation or other entity shall be
effected in such a way that holders of shares of Common Stock shall be entitled to receive stocks, securities, other evidence of equity
ownership or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided below in this Section 4 ), lawful and adequate provisions shall be made whereby
the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, such shares of stock,
securities, other evidence of equity ownership or assets as may be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Warrant under this Section 4 had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any
such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock receivable upon
the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, other evidence of
equity ownership or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation
or merger, of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so
reflected is less than the Exercise Price in effect immediately prior to such consolidation or merger). Subject to the terms of this Warrant, in
the event of a merger or consolidation of the Company with or into another corporation or other entity as a result of which the number of shares
of common stock of the surviving corporation or other entity issuable to holders of Common Stock of the Company, is greater or lesser than the
number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation, then the Exercise Price in
effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock of the Company.

 (d)       Whenever the Exercise Price shall be adjusted pursuant to this Section 4 , the Company shall issue a certificate signed by its
President and by its Treasurer or Secretary, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment,
the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company
made any determination hereunder), and the Exercise Price after giving effect to such adjustment, and shall cause copies of such certificates to
be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant.
5.         COVENANTS OF THE COMPANY .

          The Company covenants and agrees that all Common Stock upon issuance against payment in full of the Exercise Price by the Holder
pursuant to this Warrant will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue
thereof; and, without limiting the generality of the foregoing, the Company covenants and agrees that it will take from time to time all such
action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the then effective
Exercise Price. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be
exercised, the Company will have at all times authorized, and reserved for the purpose of issue or transfer upon exercise of the rights evidenced
by this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The
Company will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any
applicable law or regulation. The Company will not take any action which would result in any adjustment in the number of shares of Common
Stock purchasable hereunder if the total number of shares of Common Stock issuable pursuant to the terms of this Warrant after such action
upon full exercise of this Warrant and, together with all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of Common Stock then outstanding, would exceed the total number of
shares of Common Stock then authorized by the Company‘s Certificate of Incorporation, as then amended.

6.        EXCHANGE.

 This Warrant is exchangeable, upon the surrender hereby by the Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and
purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares of Common Stock
as shall be designated by the Holder at the time of such surrender. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any such new Warrants and, in the case of any such loss, theft, or destruction, upon delivery of a
bond of indemnity, reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this
Warrant or such new Warrants, the Company will issue to the Holder a new Warrant of like tenor, in lieu of this Warrant or such new Warrants,
representing the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased
hereunder.

7.         MISCELLANEOUS .

 (a)       Limited Rights of Holders . This Warrant shall not entitle the Holder to any of the rights of a stockholder of the Company,
including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.

 (b)        Amendments and Waivers . No provision of this Warrant may be amended without the express written consent of both the
Company and the Holder. No delay by the Company in exercising any power or right hereunder shall operate as a waiver of any power or right,
nor shall any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of
any other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in
writing by the Holder and then only to the extent set forth therein.

 (c)        Governing Law; Jurisdiction . This Warrant is made and delivered in, and shall be governed by and construed in accordance with
the laws of, the State of New York (without giving effect to principles of conflicts of laws of the State of New York or any other state), and any
dispute shall be resolved in the state or federal courts located in Nassau County, New York.

 (d)      Counterparts . This Agreement may be executed in one or more counterparts, including facsimile signatures, each of which shall be
deemed an original but all of which together will constitute one and the same instrument.

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

                                                               SEARCHHELP, INC.

                                                               By:
                                                                     Name: William Bozsnyak
                                                                     Title: Chief Executive Officer
                                                                                                                                   ANNEX A

                                             COMMON STOCK SUBSCRIPTION WARRANT

                                                              Notice of Exercise

To:        SEARCHHELP, INC.

The undersigned, pursuant to the provisions set forth in the Common Stock Subscription Warrant dated as of XXXXXXX, hereby irrevocably
elects and agrees to purchase ___________________ of the shares of Common Stock covered by such Warrant (the ―Warrant Shares‖), and
herewith makes payment therefor in full of the aggregate Exercise Price of $________________.

The undersigned hereby represents that the undersigned is exercising such Warrant for its own account and will not sell or otherwise dispose of
the underlying Warrant Shares in violation of applicable securities laws. If said number of shares is less than all of the shares purchasable
hereunder the undersigned requests that a new Warrant evidencing the rights to purchase the remaining Warrant Shares (which new Warrant
shall in all other respects be identical to the Warrant exercised hereby) be registered in the name of the undersigned.

Date:

Signature:

Printed Name:

Address:
                                                                                                                                    Exhibit 4.20

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

                                                         SEARCHHELP, INC.
                                                    COMMON STOCK PURCHASE WARRANT

Warrant # XXXXX                                                                                                               State of New York

Shares underlying Warrant: XXXXXX                                                                                                     XXXXXX

FOR VALUE RECEIVED and subject to the terms and conditions hereinafter set out, XXXXXXX or a registered transferee, as the registered
holder of this Warrant as set forth on the books and records of the Company (the ― Holder ‖), is entitled upon surrender of this Warrant to
purchase from SEARCHHELP, INC. (the ― Company ‖) XXXXXX (XXXXXX) fully paid and non-assessable shares of Common Stock,
$.0001 par value (the ― Common Stock ‖), at the Exercise Price (as defined below) per share.

This Warrant shall expire at the close of business on XXXXXX.

1.        ISSUANCE UPON PURCHASE OF COMPANY’S NOTE .

 This Warrant is being issued by the Company to the Holder pursuant to a Stock Purchase Agreement XXXXXXX between XXXXXX and the
Company.

2.        EXERCISE OF WARRANT .

 (a)        The right to purchase shares of Common Stock represented by this Warrant may be exercised by the Holder, in whole or in part, by
(i) the surrender of this Warrant (properly endorsed if required) at the principal office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), (ii) a
duly executed notice of exercise in the form of Annex A hereto, and (iii) upon payment to the Company, by cash or by certified check or bank
draft, of the exercise price of $.25 per share (the ― Exercise Price ‖). The Company agrees that the shares of Common Stock so purchased shall
be deemed to be issued to the Holder as the record owner of such shares of Common Stock as of the close of business on the date on which this
Warrant shall have been surrendered and payment made for such shares of Common Stock as aforesaid. Certificates for the shares of Common
Stock so purchased (together with a cash adjustment in lieu of any fraction of a share) shall be delivered to the Holder within a reasonable time,
not exceeding five (5) business days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has
expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not then have
been exercised, in all other respects identical with this Warrant, shall also be issued and delivered to the Holder within such time, or, at the
request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder.
        (b)        Piggyback Registration. The Company shall be obligated to register the Shares of Common Stock issuable hereunder in
accordance with the Securities Act if the Company proposes, at any time after 150 days of the issuance date of this Warrant, to register any
equity securities under the Securities Act, with the exception of any such registration in connection with an employee benefit plan, a business
combination, an exchange offer, a dividend reinvestment plan, a merger or acquisition or pursuant to a registration statement on Form S-4 or
Form S-8 or other comparable form, subject to the consent of the underwriter if the potential registration relates to an offering being
underwritten by such underwriter. On each such occasion the Company will give written notice, no less than fifteen (15) business days prior to
the anticipated filing date, of its intention to do so. However, the Company may, at any time prior to the effectiveness of any such registration
statement, in its sole discretion and without the consent of the Holder, abandon the proposed registration. Written notice shall be deemed to
have been duly given as follows: (i) if delivered in person or by messenger or an overnight courier service against receipt, notice shall be
deemed to be given on the date of receipt; (ii) if sent by certified or registered mail, postage paid, return receipt requested, five business days
after such notice is sent, or; (iii) if sent by telegram, facsimile, telex or similar means, provided that a copy thereof is sent on the same day by
postage paid first-class mail, the business day next following the date such notice is sent

3.         FRACTIONAL SHARES .

 No fractional Common Stock shall be issued in connection with any exercise of this Warrant, but in lieu of such fractional shares, the
Company shall make a cash payment therefor equal in amount to the product of the applicable fraction multiplied by the Exercise Price then in
effect.

4.         ADJUSTMENT TO EXERCISE PRICE .

The Exercise Price shall be adjusted as follows:

 (a)       In the case of any amendment to the Certificate of Incorporation of the Company to change the rights, privileges, restrictions or
conditions in respect to the Common Stock or division of the Common Stock, this Warrant shall be adjusted so as to provide that upon exercise
thereof, the Holder shall receive, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such change or division by the Holder issuable upon such exercise had the
exercise occurred immediately prior to such designation, change or division.

 (b)       If the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common
Stock, or declare a dividend or make any other distribution upon the Common Stock payable in shares of Common Stock, the Exercise Price in
effect immediately prior to such subdivision or dividend or other distribution shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.

 (c)        If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company
with another corporation or entity, or the sale of all or substantially all of the Company‘s assets to another corporation or other entity shall be
effected in such a way that holders of shares of Common Stock shall be entitled to receive stocks, securities, other evidence of equity
ownership or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided below in this Section 4 ), lawful and adequate provisions shall be made whereby
the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, such shares of stock,
securities, other evidence of equity ownership or assets as may be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Warrant under this Section 4 had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any
such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock receivable upon
the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, other evidence of
equity ownership or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation
or merger, of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so
reflected is less than the Exercise Price in effect immediately prior to such consolidation or merger). Subject to the terms of this Warrant, in
the event of a merger or consolidation of the Company with or into another corporation or other entity as a result of which the number of shares
of common stock of the surviving corporation or other entity issuable to holders of Common Stock of the Company, is greater or lesser than the
number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation, then the Exercise Price in
effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock of the Company.
 (d)       Whenever the Exercise Price shall be adjusted pursuant to this Section 4 , the Company shall issue a certificate signed by its
President and by its Treasurer or Secretary, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment,
the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company
made any determination hereunder), and the Exercise Price after giving effect to such adjustment, and shall cause copies of such certificates to
be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant.

5.         COVENANTS OF THE COMPANY .

 The Company covenants and agrees that all Common Stock upon issuance against payment in full of the Exercise Price by the Holder
pursuant to this Warrant will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue
thereof; and, without limiting the generality of the foregoing, the Company covenants and agrees that it will take from time to time all such
action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the then effective
Exercise Price. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be
exercised, the Company will have at all times authorized, and reserved for the purpose of issue or transfer upon exercise of the rights evidenced
by this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The
Company will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any
applicable law or regulation. The Company will not take any action which would result in any adjustment in the number of shares of Common
Stock purchasable hereunder if the total number of shares of Common Stock issuable pursuant to the terms of this Warrant after such action
upon full exercise of this Warrant and, together with all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of Common Stock then outstanding, would exceed the total number of
shares of Common Stock then authorized by the Company‘s Certificate of Incorporation, as then amended.

6.         EXCHANGE .

 This Warrant is exchangeable, upon the surrender hereby by the Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and
purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares of Common Stock
as shall be designated by the Holder at the time of such surrender. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any such new Warrants and, in the case of any such loss, theft, or destruction, upon delivery of a
bond of indemnity, reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this
Warrant or such new Warrants, the Company will issue to the Holder a new Warrant of like tenor, in lieu of this Warrant or such new Warrants,
representing the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased
hereunder.

7.         MISCELLANEOUS .

 (a)       Limited Rights of Holders . This Warrant shall not entitle the Holder to any of the rights of a stockholder of the Company,
including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.
        (b)        Amendments and Waivers . No provision of this Warrant may be amended without the express written consent of both the
Company and the Holder. No delay by the Company in exercising any power or right hereunder shall operate as a waiver of any power or right,
nor shall any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of
any other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in
writing by the Holder and then only to the extent set forth therein.

 (c)        Governing Law; Jurisdiction . This Warrant is made and delivered in, and shall be governed by and construed in accordance with
the laws of, the State of New York (without giving effect to principles of conflicts of laws of the State of New York or any other state), and any
dispute shall be resolved in the state or federal courts located in Nassau County, New York.

 (d)      Counterparts . This Agreement may be executed in one or more counterparts, including facsimile signatures, each of which shall be
deemed an original but all of which together will constitute one and the same instrument.

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

                                                                          SEARCHHELP, INC.

                                                                          By:
                                                                                 Name: William Bozsnyak
                                                                                 Title: Chief Executive Officer
                                                                                                                                   ANNEX A


                                             COMMON STOCK SUBSCRIPTION WARRANT

                                                              Notice of Exercise


To:          SEARCHHELP, INC.

The undersigned, pursuant to the provisions set forth in the Common Stock Subscription Warrant dated as of XXXXXXX, hereby irrevocably
elects and agrees to purchase ___________________ of the shares of Common Stock covered by such Warrant (the ―Warrant Shares‖), and
herewith makes payment therefor in full of the aggregate Exercise Price of $________________.

The undersigned hereby represents that the undersigned is exercising such Warrant for its own account and will not sell or otherwise dispose of
the underlying Warrant Shares in violation of applicable securities laws. If said number of shares is less than all of the shares purchasable
hereunder the undersigned requests that a new Warrant evidencing the rights to purchase the remaining Warrant Shares (which new Warrant
shall in all other respects be identical to the Warrant exercised hereby) be registered in the name of the undersigned.

Date:

Signature:

Printed Name:

Address:
                                                                                                                                     Exhibit 4.21

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

                                                         SEARCHHELP, INC.
                                                    COMMON STOCK PURCHASE WARRANT

Warrant # XXXXX                                                                                                               State of New York

Shares underlying Warrant: XXXXX                                                                                                        XXXXX

FOR VALUE RECEIVED and subject to the terms and conditions hereinafter set out, XXXXX or a registered transferee, as the registered
holder of this Warrant as set forth on the books and records of the Company (the ― Holder ‖), is entitled upon surrender of this Warrant to
purchase from SEARCHHELP, INC. (the ― Company ‖) XXXXX (XXXXX) fully paid and non-assessable shares of Common Stock, $.0001
par value (the ― Common Stock ‖), at the Exercise Price (as defined below) per share.

This Warrant shall expire at the close of business on XXXXX.

1.        ISSUANCE UPON PURCHASE OF COMPANY’S NOTE .

 This Warrant is being issued by the Company to the Holder pursuant to a Stock Purchase Agreement dated XXXXXXXX between
XXXXXXXXX and the Company.

2.        EXERCISE OF WARRANT .

 (a)        The right to purchase shares of Common Stock represented by this Warrant may be exercised by the Holder, in whole or in part, by
(i) the surrender of this Warrant (properly endorsed if required) at the principal office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), (ii) a
duly executed notice of exercise in the form of Annex A hereto, and (iii) upon payment to the Company, by cash or by certified check or bank
draft, of the exercise price of $.35 per share (the ― Exercise Price ‖). The Company agrees that the shares of Common Stock so purchased shall
be deemed to be issued to the Holder as the record owner of such shares of Common Stock as of the close of business on the date on which this
Warrant shall have been surrendered and payment made for such shares of Common Stock as aforesaid. Certificates for the shares of Common
Stock so purchased (together with a cash adjustment in lieu of any fraction of a share) shall be delivered to the Holder within a reasonable time,
not exceeding five (5) business days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has
expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not then have
been exercised, in all other respects identical with this Warrant, shall also be issued and delivered to the Holder within such time, or, at the
request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder.
        (b)        Piggyback Registration. The Company shall be obligated to register the Shares of Common Stock issuable hereunder in
accordance with the Securities Act if the Company proposes, at any time after 150 days of the issuance date of this Warrant, to register any
equity securities under the Securities Act, with the exception of any such registration in connection with an employee benefit plan, a business
combination, an exchange offer, a dividend reinvestment plan, a merger or acquisition or pursuant to a registration statement on Form S-4 or
Form S-8 or other comparable form, subject to the consent of the underwriter if the potential registration relates to an offering being
underwritten by such underwriter. On each such occasion the Company will give written notice, no less than fifteen (15) business days prior to
the anticipated filing date, of its intention to do so. However, the Company may, at any time prior to the effectiveness of any such registration
statement, in its sole discretion and without the consent of the Holder, abandon the proposed registration. Written notice shall be deemed to
have been duly given as follows: (i) if delivered in person or by messenger or an overnight courier service against receipt, notice shall be
deemed to be given on the date of receipt; (ii) if sent by certified or registered mail, postage paid, return receipt requested, five business days
after such notice is sent, or; (iii) if sent by telegram, facsimile, telex or similar means, provided that a copy thereof is sent on the same day by
postage paid first-class mail, the business day next following the date such notice is sent

3.         FRACTIONAL SHARES .

 No fractional Common Stock shall be issued in connection with any exercise of this Warrant, but in lieu of such fractional shares, the
Company shall make a cash payment therefor equal in amount to the product of the applicable fraction multiplied by the Exercise Price then in
effect.

4.         ADJUSTMENT TO EXERCISE PRICE .

The Exercise Price shall be adjusted as follows:

 (a)       In the case of any amendment to the Certificate of Incorporation of the Company to change the rights, privileges, restrictions or
conditions in respect to the Common Stock or division of the Common Stock, this Warrant shall be adjusted so as to provide that upon exercise
thereof, the Holder shall receive, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such change or division by the Holder issuable upon such exercise had the
exercise occurred immediately prior to such designation, change or division.

 (b)       If the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common
Stock, or declare a dividend or make any other distribution upon the Common Stock payable in shares of Common Stock, the Exercise Price in
effect immediately prior to such subdivision or dividend or other distribution shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.

 (c)        If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company
with another corporation or entity, or the sale of all or substantially all of the Company‘s assets to another corporation or other entity shall be
effected in such a way that holders of shares of Common Stock shall be entitled to receive stocks, securities, other evidence of equity
ownership or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided below in this Section 4 ), lawful and adequate provisions shall be made whereby
the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, such shares of stock,
securities, other evidence of equity ownership or assets as may be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Warrant under this Section 4 had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any
such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock receivable upon
the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, other evidence of
equity ownership or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation
or merger, of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so
reflected is less than the Exercise Price in effect immediately prior to such consolidation or merger). Subject to the terms of this Warrant, in
the event of a merger or consolidation of the Company with or into another corporation or other entity as a result of which the number of shares
of common stock of the surviving corporation or other entity issuable to holders of Common Stock of the Company, is greater or lesser than the
number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation, then the Exercise Price in
effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock of the Company.
 (d)       Whenever the Exercise Price shall be adjusted pursuant to this Section 4 , the Company shall issue a certificate signed by its
President and by its Treasurer or Secretary, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment,
the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company
made any determination hereunder), and the Exercise Price after giving effect to such adjustment, and shall cause copies of such certificates to
be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant.

5.         COVENANTS OF THE COMPANY .

 The Company covenants and agrees that all Common Stock upon issuance against payment in full of the Exercise Price by the Holder
pursuant to this Warrant will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue
thereof; and, without limiting the generality of the foregoing, the Company covenants and agrees that it will take from time to time all such
action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the then effective
Exercise Price. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be
exercised, the Company will have at all times authorized, and reserved for the purpose of issue or transfer upon exercise of the rights evidenced
by this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The
Company will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any
applicable law or regulation. The Company will not take any action which would result in any adjustment in the number of shares of Common
Stock purchasable hereunder if the total number of shares of Common Stock issuable pursuant to the terms of this Warrant after such action
upon full exercise of this Warrant and, together with all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of Common Stock then outstanding, would exceed the total number of
shares of Common Stock then authorized by the Company‘s Certificate of Incorporation, as then amended.

6.         EXCHANGE .

 This Warrant is exchangeable, upon the surrender hereby by the Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and
purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares of Common Stock
as shall be designated by the Holder at the time of such surrender. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any such new Warrants and, in the case of any such loss, theft, or destruction, upon delivery of a
bond of indemnity, reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this
Warrant or such new Warrants, the Company will issue to the Holder a new Warrant of like tenor, in lieu of this Warrant or such new Warrants,
representing the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased
hereunder.

7.         MISCELLANEOUS .

 (a)       Limited Rights of Holders . This Warrant shall not entitle the Holder to any of the rights of a stockholder of the Company,
including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.
           (b)        Amendments and Waivers . No provision of this Warrant may be amended without the express written consent of both the
Company and the Holder. No delay by the Company in exercising any power or right hereunder shall operate as a waiver of any power or right,
nor shall any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of
any other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in
writing by the Holder and then only to the extent set forth therein.

 (c)        Governing Law; Jurisdiction . This Warrant is made and delivered in, and shall be governed by and construed in accordance with
the laws of, the State of New York (without giving effect to principles of conflicts of laws of the State of New York or any other state), and any
dispute shall be resolved in the state or federal courts located in Nassau County, New York.

 (d)      Counterparts . This Agreement may be executed in one or more counterparts, including facsimile signatures, each of which shall be
deemed an original but all of which together will constitute one and the same instrument.

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

                                                                          SEARCHHELP, INC.

                                                                          By:
                                                                                Name: William Bozsnyak
                                                                                Title: Chief Executive Officer
                                                                                                                                   ANNEX A

                                             COMMON STOCK SUBSCRIPTION WARRANT

                                                              Notice of Exercise

To:          SEARCHHELP, INC.

The undersigned, pursuant to the provisions set forth in the Common Stock Subscription Warrant dated as of XXXXXXX, hereby irrevocably
elects and agrees to purchase ___________________ of the shares of Common Stock covered by such Warrant (the ―Warrant Shares‖), and
herewith makes payment therefor in full of the aggregate Exercise Price of $________________.

The undersigned hereby represents that the undersigned is exercising such Warrant for its own account and will not sell or otherwise dispose of
the underlying Warrant Shares in violation of applicable securities laws. If said number of shares is less than all of the shares purchasable
hereunder the undersigned requests that a new Warrant evidencing the rights to purchase the remaining Warrant Shares (which new Warrant
shall in all other respects be identical to the Warrant exercised hereby) be registered in the name of the undersigned.

Date:

Signature:

Printed Name:

Address:
                                                                                                                                      Exhibit 4.22

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

                                                         SEARCHHELP, INC.
                                                    COMMON STOCK PURCHASE WARRANT

Warrant # XXXXXX                                                                                                               State of New York

Shares Underlying Warrant: XXXXX                                                                                                       XXXXXX

FOR VALUE RECEIVED and subject to the terms and conditions hereinafter set out, XXXXXX or its registered transferee, as the registered
holder of this Warrant as set forth on the books and records of the Company (the ― Holder ‖), is entitled upon surrender of this Warrant to
purchase from SEARCHHELP, INC. (the ― Company ‖) XXXX shares fully paid and non-assessable shares of Common Stock, $.0001 par
value (the ― Common Stock ‖), at the Exercise Price (as defined below) per share.

This Warrant shall expire at the close of business on XXXXXXX.

1.         ISSUANCE UPON PURCHASE OF COMPANY’S NOTE .

 This Warrant is being issued by the Company to the Holder in connection with an investment of XXXXXX dated XXXXXXX regarding the
private placement of XXXXXXX shares of the Company‘s restricted Common Stock and an attached restricted stock.

2.         EXERCISE OF WARRANT .

 (a)        The right to purchase shares of Common Stock represented by this Warrant may be exercised by the Holder, in whole or in part, by
(i) the surrender of this Warrant (properly endorsed if required) at the principal office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), (ii) a
duly executed notice of exercise in the form of Annex A hereto, and (iii) upon payment to the Company, by cash or by certified check or bank
draft, of the exercise price of $0.35 per share (the ― Exercise Price ‖). The Company agrees that the shares of Common Stock so purchased
shall be deemed to be issued to the Holder as the record owner of such shares of Common Stock as of the close of business on the date on
which this Warrant shall have been surrendered and payment made for such shares of Common Stock as aforesaid. Certificates for the shares
of Common Stock so purchased (together with a cash adjustment in lieu of any fraction of a share) shall be delivered to the Holder within a
reasonable time, not exceeding five (5) business days, after the rights represented by this Warrant shall have been so exercised, and, unless this
Warrant has expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not
then have been exercised, in all other respects identical with this Warrant, shall also be issued and delivered to the Holder within such time, or,
at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder.

 (b)       Piggyback Registration. The underlying warrant shares of the Company shall carry piggyback registration rights.

3.        FRACTIONAL SHARES .

 No fractional Common Stock shall be issued in connection with any exercise of this Warrant, but in lieu of such fractional shares, the
Company shall make a cash payment therefor equal in amount to the product of the applicable fraction multiplied by the Exercise Price then in
effect.
4.         ADJUSTMENT TO EXERCISE PRICE .

The Exercise Price shall be adjusted as follows:

 (a)       In the case of any amendment to the Certificate of Incorporation of the Company to change the rights, privileges, restrictions or
conditions in respect to the Common Stock or division of the Common Stock, this Warrant shall be adjusted so as to provide that upon exercise
thereof, the Holder shall receive, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such change or division by the Holder issuable upon such exercise had the
exercise occurred immediately prior to such designation, change or division.

 (b)       If the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common
Stock, or declare a dividend or make any other distribution upon the Common Stock payable in shares of Common Stock, the Exercise Price in
effect immediately prior to such subdivision or dividend or other distribution shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.

 (c)        If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company
with another corporation or entity, or the sale of all or substantially all of the Company‘s assets to another corporation or other entity shall be
effected in such a way that holders of shares of Common Stock shall be entitled to receive stocks, securities, other evidence of equity
ownership or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided below in this Section 4 ), lawful and adequate provisions shall be made whereby
the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, such shares of stock,
securities, other evidence of equity ownership or assets as may be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Warrant under this Section 4 had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any
such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock receivable upon
the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, other evidence of
equity ownership or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation
or merger, of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so
reflected is less than the Exercise Price in effect immediately prior to such consolidation or merger). Subject to the terms of this Warrant, in
the event of a merger or consolidation of the Company with or into another corporation or other entity as a result of which the number of shares
of common stock of the surviving corporation or other entity issuable to holders of Common Stock of the Company, is greater or lesser than the
number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation, then the Exercise Price in
effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock of the Company.

 (d)       Whenever the Exercise Price shall be adjusted pursuant to this Section 4 , the Company shall issue a certificate signed by its
President and by its Treasurer or Secretary, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment,
the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company
made any determination hereunder), and the Exercise Price after giving effect to such adjustment, and shall cause copies of such certificates to
be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant.
5.         COVENANTS OF THE COMPANY .

          The Company covenants and agrees that all Common Stock upon issuance against payment in full of the Exercise Price by the Holder
pursuant to this Warrant will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue
thereof; and, without limiting the generality of the foregoing, the Company covenants and agrees that it will take from time to time all such
action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the then effective
Exercise Price. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be
exercised, the Company will have at all times authorized, and reserved for the purpose of issue or transfer upon exercise of the rights evidenced
by this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The
Company will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any
applicable law or regulation. The Company will not take any action which would result in any adjustment in the number of shares of Common
Stock purchasable hereunder if the total number of shares of Common Stock issuable pursuant to the terms of this Warrant after such action
upon full exercise of this Warrant and, together with all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of Common Stock then outstanding, would exceed the total number of
shares of Common Stock then authorized by the Company‘s Certificate of Incorporation, as then amended.

6.        EXCHANGE.

 This Warrant is exchangeable, upon the surrender hereby by the Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and
purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares of Common Stock
as shall be designated by the Holder at the time of such surrender. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any such new Warrants and, in the case of any such loss, theft, or destruction, upon delivery of a
bond of indemnity, reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this
Warrant or such new Warrants, the Company will issue to the Holder a new Warrant of like tenor, in lieu of this Warrant or such new Warrants,
representing the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased
hereunder.

7.         MISCELLANEOUS .

 (a)       Limited Rights of Holders . This Warrant shall not entitle the Holder to any of the rights of a stockholder of the Company,
including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.

 (b)        Amendments and Waivers . No provision of this Warrant may be amended without the express written consent of both the
Company and the Holder. No delay by the Company in exercising any power or right hereunder shall operate as a waiver of any power or right,
nor shall any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of
any other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in
writing by the Holder and then only to the extent set forth therein.

 (c)        Governing Law; Jurisdiction . This Warrant is made and delivered in, and shall be governed by and construed in accordance with
the laws of, the State of New York (without giving effect to principles of conflicts of laws of the State of New York or any other state), and any
dispute shall be resolved in the state or federal courts located in Nassau County, New York.

 (d)      Counterparts . This Agreement may be executed in one or more counterparts, including facsimile signatures, each of which shall be
deemed an original but all of which together will constitute one and the same instrument.

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

                                                               SEARCHHELP, INC.

                                                               By:
                                                                     Name: William Bozsnyak
                                                                     Title: Chief Executive Officer
                                                                                                                                   ANNEX A

                                             COMMON STOCK SUBSCRIPTION WARRANT

                                                              Notice of Exercise

To:          SEARCHHELP, INC.

The undersigned, pursuant to the provisions set forth in the Common Stock Subscription Warrant dated as of XXXXXXX, hereby irrevocably
elects and agrees to purchase ___________________ of the shares of Common Stock covered by such Warrant (the ―Warrant Shares‖), and
herewith makes payment therefor in full of the aggregate Exercise Price of $________________.

The undersigned hereby represents that the undersigned is exercising such Warrant for its own account and will not sell or otherwise dispose of
the underlying Warrant Shares in violation of applicable securities laws. If said number of shares is less than all of the shares purchasable
hereunder the undersigned requests that a new Warrant evidencing the rights to purchase the remaining Warrant Shares (which new Warrant
shall in all other respects be identical to the Warrant exercised hereby) be registered in the name of the undersigned.

Date:

Signature:

Printed Name:

Address:
                                                                                                                                     Exhibit 4.23

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.


                                                         SEARCHHELP, INC.
                                                    COMMON STOCK PURCHASE WARRANT

Warrant # XXXXXX                                                                                                              State of New York

Shares underlying Warrant: XXXXX                                                                                                    XXXXXXX

FOR VALUE RECEIVED and subject to the terms and conditions hereinafter set out, XXXXX or a registered transferee, as the registered
holder of this Warrant as set forth on the books and records of the Company (the ― Holder ‖), is entitled upon surrender of this Warrant to
purchase from SEARCHHELP, INC. (the ― Company ‖) XXXXXX (XXXXXXX) fully paid and non-assessable shares of Common Stock,
$.0001 par value (the ― Common Stock ‖), at the Exercise Price (as defined below) per share.

This Warrant shall expire at the close of business on XXXXXXX.

1.        ISSUANCE UPON PURCHASE OF COMPANY’S NOTE .

 This Warrant is being issued by the Company to the Holder pursuant to a Stock Purchase Agreement dated XXXXXXX between XXXXXXX
and the Company.

2.        EXERCISE OF WARRANT .

 (a)        The right to purchase shares of Common Stock represented by this Warrant may be exercised by the Holder, in whole or in part, by
(i) the surrender of this Warrant (properly endorsed if required) at the principal office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), (ii) a
duly executed notice of exercise in the form of Annex A hereto, and (iii) upon payment to the Company, by cash or by certified check or bank
draft, of the exercise price of $.14 per share (the ― Exercise Price ‖). The Company agrees that the shares of Common Stock so purchased shall
be deemed to be issued to the Holder as the record owner of such shares of Common Stock as of the close of business on the date on which this
Warrant shall have been surrendered and payment made for such shares of Common Stock as aforesaid. Certificates for the shares of Common
Stock so purchased (together with a cash adjustment in lieu of any fraction of a share) shall be delivered to the Holder within a reasonable time,
not exceeding five (5) business days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has
expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not then have
been exercised, in all other respects identical with this Warrant, shall also be issued and delivered to the Holder within such time, or, at the
request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder.
        (b)        Piggyback Registration. The Company shall be obligated to register the Shares of Common Stock issuable hereunder in
accordance with the Securities Act if the Company proposes, at any time after 150 days of the issuance date of this Warrant, to register any
equity securities under the Securities Act, with the exception of any such registration in connection with an employee benefit plan, a business
combination, an exchange offer, a dividend reinvestment plan, a merger or acquisition or pursuant to a registration statement on Form S-4 or
Form S-8 or other comparable form, subject to the consent of the underwriter if the potential registration relates to an offering being
underwritten by such underwriter. On each such occasion the Company will give written notice, no less than fifteen (15) business days prior to
the anticipated filing date, of its intention to do so. However, the Company may, at any time prior to the effectiveness of any such registration
statement, in its sole discretion and without the consent of the Holder, abandon the proposed registration. Written notice shall be deemed to
have been duly given as follows: (i) if delivered in person or by messenger or an overnight courier service against receipt, notice shall be
deemed to be given on the date of receipt; (ii) if sent by certified or registered mail, postage paid, return receipt requested, five business days
after such notice is sent, or; (iii) if sent by telegram, facsimile, telex or similar means, provided that a copy thereof is sent on the same day by
postage paid first-class mail, the business day next following the date such notice is sent

3.         FRACTIONAL SHARES .

 No fractional Common Stock shall be issued in connection with any exercise of this Warrant, but in lieu of such fractional shares, the
Company shall make a cash payment therefor equal in amount to the product of the applicable fraction multiplied by the Exercise Price then in
effect.

4.         ADJUSTMENT TO EXERCISE PRICE .

The Exercise Price shall be adjusted as follows:

 (a)       In the case of any amendment to the Certificate of Incorporation of the Company to change the rights, privileges, restrictions or
conditions in respect to the Common Stock or division of the Common Stock, this Warrant shall be adjusted so as to provide that upon exercise
thereof, the Holder shall receive, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such change or division by the Holder issuable upon such exercise had the
exercise occurred immediately prior to such designation, change or division.

 (b)       If the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common
Stock, or declare a dividend or make any other distribution upon the Common Stock payable in shares of Common Stock, the Exercise Price in
effect immediately prior to such subdivision or dividend or other distribution shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.

 (c)        If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company
with another corporation or entity, or the sale of all or substantially all of the Company‘s assets to another corporation or other entity shall be
effected in such a way that holders of shares of Common Stock shall be entitled to receive stocks, securities, other evidence of equity
ownership or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided below in this Section 4 ), lawful and adequate provisions shall be made whereby
the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, such shares of stock,
securities, other evidence of equity ownership or assets as may be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Warrant under this Section 4 had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any
such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock receivable upon
the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, other evidence of
equity ownership or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation
or merger, of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so
reflected is less than the Exercise Price in effect immediately prior to such consolidation or merger). Subject to the terms of this Warrant, in
the event of a merger or consolidation of the Company with or into another corporation or other entity as a result of which the number of shares
of common stock of the surviving corporation or other entity issuable to holders of Common Stock of the Company, is greater or lesser than the
number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation, then the Exercise Price in
effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock of the Company.
 (d)       Whenever the Exercise Price shall be adjusted pursuant to this Section 4 , the Company shall issue a certificate signed by its
President and by its Treasurer or Secretary, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment,
the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company
made any determination hereunder), and the Exercise Price after giving effect to such adjustment, and shall cause copies of such certificates to
be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant.

5.         COVENANTS OF THE COMPANY .

 The Company covenants and agrees that all Common Stock upon issuance against payment in full of the Exercise Price by the Holder
pursuant to this Warrant will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue
thereof; and, without limiting the generality of the foregoing, the Company covenants and agrees that it will take from time to time all such
action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the then effective
Exercise Price. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be
exercised, the Company will have at all times authorized, and reserved for the purpose of issue or transfer upon exercise of the rights evidenced
by this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The
Company will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any
applicable law or regulation. The Company will not take any action which would result in any adjustment in the number of shares of Common
Stock purchasable hereunder if the total number of shares of Common Stock issuable pursuant to the terms of this Warrant after such action
upon full exercise of this Warrant and, together with all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of Common Stock then outstanding, would exceed the total number of
shares of Common Stock then authorized by the Company‘s Certificate of Incorporation, as then amended.

6.         EXCHANGE .

 This Warrant is exchangeable, upon the surrender hereby by the Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and
purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares of Common Stock
as shall be designated by the Holder at the time of such surrender. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any such new Warrants and, in the case of any such loss, theft, or destruction, upon delivery of a
bond of indemnity, reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this
Warrant or such new Warrants, the Company will issue to the Holder a new Warrant of like tenor, in lieu of this Warrant or such new Warrants,
representing the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased
hereunder.

7.         MISCELLANEOUS .

 (a)       Limited Rights of Holders . This Warrant shall not entitle the Holder to any of the rights of a stockholder of the Company,
including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.
        (b)        Amendments and Waivers . No provision of this Warrant may be amended without the express written consent of both the
Company and the Holder. No delay by the Company in exercising any power or right hereunder shall operate as a waiver of any power or right,
nor shall any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of
any other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in
writing by the Holder and then only to the extent set forth therein.

 (c)        Governing Law; Jurisdiction . This Warrant is made and delivered in, and shall be governed by and construed in accordance with
the laws of, the State of New York (without giving effect to principles of conflicts of laws of the State of New York or any other state), and any
dispute shall be resolved in the state or federal courts located in Nassau County, New York.

 (d)      Counterparts . This Agreement may be executed in one or more counterparts, including facsimile signatures, each of which shall be
deemed an original but all of which together will constitute one and the same instrument.

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

                                                                          SEARCHHELP, INC.

                                                                          By:
                                                                                 Name: William Bozsnyak
                                                                                 Title: Chief Executive Officer
                                                                                                                                   ANNEX A

                                             COMMON STOCK SUBSCRIPTION WARRANT

                                                              Notice of Exercise

To:          SEARCHHELP, INC.

The undersigned, pursuant to the provisions set forth in the Common Stock Subscription Warrant dated as of XXXXXXX, hereby irrevocably
elects and agrees to purchase ___________________ of the shares of Common Stock covered by such Warrant (the ―Warrant Shares‖), and
herewith makes payment therefor in full of the aggregate Exercise Price of $________________.

The undersigned hereby represents that the undersigned is exercising such Warrant for its own account and will not sell or otherwise dispose of
the underlying Warrant Shares in violation of applicable securities laws. If said number of shares is less than all of the shares purchasable
hereunder the undersigned requests that a new Warrant evidencing the rights to purchase the remaining Warrant Shares (which new Warrant
shall in all other respects be identical to the Warrant exercised hereby) be registered in the name of the undersigned.

Date:

Signature:

Printed Name:

Address:
                                                                                                                                      Exhibit 4.24

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

                                                         SEARCHHELP, INC.
                                                    COMMON STOCK PURCHASE WARRANT

Warrant # XXXXXX                                                                                                               State of New York

Shares Underlying Warrant: XXXXX                                                                                                       XXXXXX

FOR VALUE RECEIVED and subject to the terms and conditions hereinafter set out, XXXXXX or its registered transferee, as the registered
holder of this Warrant as set forth on the books and records of the Company (the ― Holder ‖), is entitled upon surrender of this Warrant to
purchase from SEARCHHELP, INC. (the ― Company ‖) XXXX shares fully paid and non-assessable shares of Common Stock, $.0001 par
value (the ― Common Stock ‖), at the Exercise Price (as defined below) per share.

This Warrant shall expire at the close of business on XXXXXXX.

1.         ISSUANCE UPON PURCHASE OF COMPANY’S NOTE .

 This Warrant is being issued by the Company to the Holder in connection with an investment of XXXXXX dated XXXXXXX regarding the
private placement of XXXXXXX shares of the Company‘s restricted Common Stock and an attached restricted stock.

2.         EXERCISE OF WARRANT .

 (a)        The right to purchase shares of Common Stock represented by this Warrant may be exercised by the Holder, in whole or in part, by
(i) the surrender of this Warrant (properly endorsed if required) at the principal office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), (ii) a
duly executed notice of exercise in the form of Annex A hereto, and (iii) upon payment to the Company, by cash or by certified check or bank
draft, of the exercise price of $0.14 per share (the ― Exercise Price ‖). The Company agrees that the shares of Common Stock so purchased
shall be deemed to be issued to the Holder as the record owner of such shares of Common Stock as of the close of business on the date on
which this Warrant shall have been surrendered and payment made for such shares of Common Stock as aforesaid. Certificates for the shares
of Common Stock so purchased (together with a cash adjustment in lieu of any fraction of a share) shall be delivered to the Holder within a
reasonable time, not exceeding five (5) business days, after the rights represented by this Warrant shall have been so exercised, and, unless this
Warrant has expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not
then have been exercised, in all other respects identical with this Warrant, shall also be issued and delivered to the Holder within such time, or,
at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder.

 (b)       Piggyback Registration. The underlying warrant shares of the Company shall carry piggyback registration rights.

3.        FRACTIONAL SHARES .

 No fractional Common Stock shall be issued in connection with any exercise of this Warrant, but in lieu of such fractional shares, the
Company shall make a cash payment therefor equal in amount to the product of the applicable fraction multiplied by the Exercise Price then in
effect.
4.         ADJUSTMENT TO EXERCISE PRICE .

The Exercise Price shall be adjusted as follows:

 (a)       In the case of any amendment to the Certificate of Incorporation of the Company to change the rights, privileges, restrictions or
conditions in respect to the Common Stock or division of the Common Stock, this Warrant shall be adjusted so as to provide that upon exercise
thereof, the Holder shall receive, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such change or division by the Holder issuable upon such exercise had the
exercise occurred immediately prior to such designation, change or division.

 (b)       If the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common
Stock, or declare a dividend or make any other distribution upon the Common Stock payable in shares of Common Stock, the Exercise Price in
effect immediately prior to such subdivision or dividend or other distribution shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.

 (c)        If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company
with another corporation or entity, or the sale of all or substantially all of the Company‘s assets to another corporation or other entity shall be
effected in such a way that holders of shares of Common Stock shall be entitled to receive stocks, securities, other evidence of equity
ownership or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided below in this Section 4 ), lawful and adequate provisions shall be made whereby
the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, such shares of stock,
securities, other evidence of equity ownership or assets as may be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Warrant under this Section 4 had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any
such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock receivable upon
the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, other evidence of
equity ownership or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation
or merger, of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so
reflected is less than the Exercise Price in effect immediately prior to such consolidation or merger). Subject to the terms of this Warrant, in
the event of a merger or consolidation of the Company with or into another corporation or other entity as a result of which the number of shares
of common stock of the surviving corporation or other entity issuable to holders of Common Stock of the Company, is greater or lesser than the
number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation, then the Exercise Price in
effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock of the Company.

 (d)       Whenever the Exercise Price shall be adjusted pursuant to this Section 4 , the Company shall issue a certificate signed by its
President and by its Treasurer or Secretary, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment,
the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company
made any determination hereunder), and the Exercise Price after giving effect to such adjustment, and shall cause copies of such certificates to
be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant.
5.         COVENANTS OF THE COMPANY .

          The Company covenants and agrees that all Common Stock upon issuance against payment in full of the Exercise Price by the Holder
pursuant to this Warrant will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue
thereof; and, without limiting the generality of the foregoing, the Company covenants and agrees that it will take from time to time all such
action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the then effective
Exercise Price. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be
exercised, the Company will have at all times authorized, and reserved for the purpose of issue or transfer upon exercise of the rights evidenced
by this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The
Company will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any
applicable law or regulation. The Company will not take any action which would result in any adjustment in the number of shares of Common
Stock purchasable hereunder if the total number of shares of Common Stock issuable pursuant to the terms of this Warrant after such action
upon full exercise of this Warrant and, together with all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of Common Stock then outstanding, would exceed the total number of
shares of Common Stock then authorized by the Company‘s Certificate of Incorporation, as then amended.

6.        EXCHANGE.

 This Warrant is exchangeable, upon the surrender hereby by the Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and
purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares of Common Stock
as shall be designated by the Holder at the time of such surrender. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any such new Warrants and, in the case of any such loss, theft, or destruction, upon delivery of a
bond of indemnity, reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this
Warrant or such new Warrants, the Company will issue to the Holder a new Warrant of like tenor, in lieu of this Warrant or such new Warrants,
representing the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased
hereunder.

7.         MISCELLANEOUS .

 (a)       Limited Rights of Holders . This Warrant shall not entitle the Holder to any of the rights of a stockholder of the Company,
including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.

 (b)        Amendments and Waivers . No provision of this Warrant may be amended without the express written consent of both the
Company and the Holder. No delay by the Company in exercising any power or right hereunder shall operate as a waiver of any power or right,
nor shall any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of
any other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in
writing by the Holder and then only to the extent set forth therein.

 (c)        Governing Law; Jurisdiction . This Warrant is made and delivered in, and shall be governed by and construed in accordance with
the laws of, the State of New York (without giving effect to principles of conflicts of laws of the State of New York or any other state), and any
dispute shall be resolved in the state or federal courts located in Nassau County, New York.

 (d)      Counterparts . This Agreement may be executed in one or more counterparts, including facsimile signatures, each of which shall be
deemed an original but all of which together will constitute one and the same instrument.

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

                                                                          SEARCHHELP, INC.

                                                                          By:
                                                                                Name: William Bozsnyak
                                                                                Title: Chief Executive Officer
                                                                                                                                   ANNEX A

                                             COMMON STOCK SUBSCRIPTION WARRANT

                                                              Notice of Exercise

To:          SEARCHHELP, INC.

The undersigned, pursuant to the provisions set forth in the Common Stock Subscription Warrant dated as of XXXXXXX, hereby irrevocably
elects and agrees to purchase ___________________ of the shares of Common Stock covered by such Warrant (the ―Warrant Shares‖), and
herewith makes payment therefor in full of the aggregate Exercise Price of $________________.

The undersigned hereby represents that the undersigned is exercising such Warrant for its own account and will not sell or otherwise dispose of
the underlying Warrant Shares in violation of applicable securities laws. If said number of shares is less than all of the shares purchasable
hereunder the undersigned requests that a new Warrant evidencing the rights to purchase the remaining Warrant Shares (which new Warrant
shall in all other respects be identical to the Warrant exercised hereby) be registered in the name of the undersigned.

Date:

Signature:

Printed Name:

Address:
                                                                                                                                      Exhibit 4.25

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

                                                         SEARCHHELP, INC.
                                                    COMMON STOCK PURCHASE WARRANT

Warrant # XXXXXX                                                                                                               State of New York

Shares Underlying Warrant:                                                                                                               XXXXX

IN CONNECTION WITH YOUR EMPLOYMENT, and subject to the terms and conditions hereinafter set out, XXXXXX (―Executive‖ or
―Holder‖), or its registered transferee, as the registered holder of this Warrant as set forth on the books and records of the Company is entitled
upon surrender of this Warrant to purchase from SEARCHHELP, INC. (the ― Company ‖) XXXXX shares fully paid and non-assessable shares
of Common Stock, $.0001 par value (the ― Common Stock ‖), at the Exercise Price (as defined below) per share.

This Warrant shall expire at the close of business on XXXX.

1.        ACCEPTANCE OF EMPLOYMENT.

 This Warrant is being issued by the Company to the Holder in connection with the execution of an employment agreement dated XXXXX.

2.         EXERCISE OF WARRANT .

 (a)       The right to purchase shares of Common Stock represented by this Warrant may be exercised by the Holder, in whole or in part, ( in
whole dollar increments), by (i) the surrender of this Warrant (properly endorsed if required) at the principal office of the Company (or such
other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the
books of the Company), (ii) a duly executed notice of exercise in the form of Annex A hereto, and (iii) upon payment to the Company, by cash
or by certified check or bank draft, of the exercise price of $0.10 per share (the ― Exercise Price ‖). The Holder shall have the right to exercise
the entire warrant in part or in whole on a cashless basis during the term of employment and non-cashless if the Executive is no longer
employed with the Company due to cause or upon the Executive terminating employment for reasons of not for good cause. The Company
agrees that the shares of Common Stock so purchased shall be deemed to be issued to the Holder as the record owner of such shares of
Common Stock as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares of
Common Stock as aforesaid. Certificates for the shares of Common Stock so purchased shall be delivered to the Holder within a reasonable
time, not exceeding five (5) business days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant
has expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not then have
been exercised, in all other respects identical with this Warrant, shall also be issued and delivered to the Holder within such time, or, at the
request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder.

          (b)       Piggyback Registration. The underlying warrant shares of the Company shall carry piggyback registration rights.
3.         FRACTIONAL SHARES .

 The Holder shall have the right to exercise the entire warrant in part or in whole.

4.         ADJUSTMENT TO EXERCISE PRICE .

The Exercise Price shall be adjusted as follows:

 (a)       In the case of any amendment to the Certificate of Incorporation of the Company to change the rights, privileges, restrictions or
conditions in respect to the Common Stock or division of the Common Stock, this Warrant shall be adjusted so as to provide that upon exercise
thereof, the Holder shall receive, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such change or division by the Holder issuable upon such exercise had the
exercise occurred immediately prior to such designation, change or division.

 (b)       If the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common
Stock, or declare a dividend or make any other distribution upon the Common Stock payable in shares of Common Stock, the Exercise Price in
effect immediately prior to such subdivision or dividend or other distribution shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.

 (c)        If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company
with another corporation or entity, or the sale of all or substantially all of the Company‘s assets to another corporation or other entity shall be
effected in such a way that holders of shares of Common Stock shall be entitled to receive stocks, securities, other evidence of equity
ownership or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided below in this Section 4 ), lawful and adequate provisions shall be made whereby
the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, such shares of stock,
securities, other evidence of equity ownership or assets as may be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Warrant under this Section 4 had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any
such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock receivable upon
the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, other evidence of
equity ownership or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation
or merger, of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so
reflected is less than the Exercise Price in effect immediately prior to such consolidation or merger). Subject to the terms of this Warrant, in
the event of a merger or consolidation of the Company with or into another corporation or other entity as a result of which the number of shares
of common stock of the surviving corporation or other entity issuable to holders of Common Stock of the Company, is greater or lesser than the
number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation, then the Exercise Price in
effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or
combination of the outstanding shares of Common Stock of the Company.

 (d)       Whenever the Exercise Price shall be adjusted pursuant to this Section 4 , the Company shall issue a certificate signed by its
President and by its Treasurer or Secretary, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment,
the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company
made any determination hereunder), and the Exercise Price after giving effect to such adjustment, and shall cause copies of such certificates to
be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant.
5.         COVENANTS OF THE COMPANY .

 The Company covenants and agrees that all Common Stock upon issuance against payment in full of the Exercise Price by the Holder
pursuant to this Warrant will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue
thereof; and, without limiting the generality of the foregoing, the Company covenants and agrees that it will take from time to time all such
action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the then effective
Exercise Price. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be
exercised, the Company will have at all times authorized, and reserved for the purpose of issue or transfer upon exercise of the rights evidenced
by this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The
Company will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any
applicable law or regulation. The Company will not take any action which would result in any adjustment in the number of shares of Common
Stock purchasable hereunder if the total number of shares of Common Stock issuable pursuant to the terms of this Warrant after such action
upon full exercise of this Warrant and, together with all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of Common Stock then outstanding, would exceed the total number of
shares of Common Stock then authorized by the Company‘s Certificate of Incorporation, as then amended.

6.        EXCHANGE.

 This Warrant is exchangeable, upon the surrender hereby by the Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and
purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares of Common Stock
as shall be designated by the Holder at the time of such surrender. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any such new Warrants and, in the case of any such loss, theft, or destruction, upon delivery of a
bond of indemnity, reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this
Warrant or such new Warrants, the Company will issue to the Holder a new Warrant of like tenor, in lieu of this Warrant or such new Warrants,
representing the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased
hereunder.

7.         MISCELLANEOUS .

 (a)       Limited Rights of Holders . This Warrant shall not entitle the Holder to any of the rights of a stockholder of the Company,
including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the
terms hereof.

 (b)        Amendments and Waivers . No provision of this Warrant may be amended without the express written consent of both the
Company and the Holder. No delay by the Company in exercising any power or right hereunder shall operate as a waiver of any power or right,
nor shall any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of
any other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in
writing by the Holder and then only to the extent set forth therein.

 (c)        Governing Law; Jurisdiction . This Warrant is made and delivered in, and shall be governed by and construed in accordance with
the laws of, the State of New York (without giving effect to principles of conflicts of laws of the State of New York or any other state), and any
dispute shall be resolved in the state or federal courts located in Nassau County, New York.

 (d)      Counterparts . This Agreement may be executed in one or more counterparts, including facsimile signatures, each of which shall be
deemed an original but all of which together will constitute one and the same instrument.
 IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly authorized officer as of the date first above
indicated.

                                                                 SEARCHHELP, INC.

                                                                 By:
                                                                       Name: Erica Zalbert
                                                                       Title: Chief Financial Officer
                                                                                                                                   ANNEX A

                                             COMMON STOCK SUBSCRIPTION WARRANT

                                                              Notice of Exercise

To:          SEARCHHELP, INC.

The undersigned, pursuant to the provisions set forth in the Common Stock Subscription Warrant dated as of XXXXXX hereby irrevocably
elects and agrees to purchase ___________________ of the shares of Common Stock covered by such Warrant (the ―Warrant Shares‖), and
herewith makes payment therefor in full of the aggregate Exercise Price of $________________.

The undersigned hereby represents that the undersigned is exercising such Warrant for its own account and will not sell or otherwise dispose of
the underlying Warrant Shares in violation of applicable securities laws. If said number of shares is less than all of the shares purchasable
hereunder the undersigned requests that a new Warrant evidencing the rights to purchase the remaining Warrant Shares (which new Warrant
shall in all other respects be identical to the Warrant exercised hereby) be registered in the name of the undersigned.

Date:

Signature:

Printed Name:

Address:
Exhibit 5.1

                                                        GRACIN & MARLOW, LLP
                                                           The Chrysler Building
                                                      405 Lexington Avenue, 26th Floor
                                                        New York, New York 10174
                                                            Tel: (212) 907-6457

                                                                           October 21, 2011

The Board of Directors
ProText Mobility, Inc.
6800 Jericho Turnpike, Suite 208E
Syosset, NY 11791

           Re:     Registration Statement on Form S-1

Gentlemen:

           At your request, we have examined the Registration Statement on Form S-1 (the "Registration Statement") to which this letter is
attached as Exhibit 5.1 filed by ProText Mobility, Inc., a Delaware corporation (the "Company"), that is intended to register under the
Securities Act of 1933, as amended (the "Securities Act"), 35,000,000 shares of the Company's common stock (the "Shares").

            We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of
officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of
all copies submitted to us as conformed and certified or reproduced copies.

           Based on the foregoing, we are of the opinion that under Delaware law that the Shares that have already been issued are duly
authorized, validly issued, fully paid and non-assessable, and the remaining Shares, when issued, will be validly issued, fully paid and
nonassessable.

            We consent to the use of this opinion as an Exhibit to the Registration Statement and to the use of our name in the prospectus
constituting a part thereof.

                                                                                      Very truly yours,

                                                                                      /s/ Gracin & Marlow, LLP
                                                                                      Gracin & Marlow, LLP
                                                                                                                                Exhibit 10.15

                                                                                                             6800 Jericho Tpke. – Suite 208E
                                                                                                                          Syosset, NY 11791
                                                                                                                           Tel: 516.802.0223
                                                                                                                          Fax: 516.802.0226
                                                                                                                       www.echometrix.com

This Employment Agreement (―Agreement‖) is entered into as of the 1st day of October 2009 (the ―Agreement Date‖), by and between Peter
Charles of ____________, ___ (the ― Executive ‖) and EchoMetrix, Inc. (the ― Company ‖) or together the Parties.

        RECITALS:

        Whereas, the Company desires to employ the Executive to provide personal services to the Company, and also wishes to provide the
Executive with certain compensation and benefits in return for such services; and

       Whereas, the Executive wishes to be employed by the Company and provide personal services to the Company in return for certain
compensation and benefits.

         Now, therefore, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the
Parties hereto as follows:
                                                                        .
1.        Definitions.

        Unless otherwise separately defined herein, as used in this Agreement, the following terms shall have the meanings set forth below:

       ― Affiliate ‖ shall have the same meaning as that term is defined in Rule 405 promulgated under the Securities Act of 1933, as
amended.

          ― EchoMetrix Affiliates ‖ shall mean and include any subsidiary of EchoMetrix or any division thereof now existing or formed at any
time after the date of this Agreement; any corporation which may merge into or with which EchoMetrix may be merged or consolidated; any
corporation or renaming of the Company which may result from any reorganization of EchoMetrix.

        ― Change of Control ‖ shall mean the occurrence of any of the following:

                  (i)    Any ―person‖ (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
        amended) is or becomes the ―beneficial owner‖ (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the
        Company representing fifty percent (50%) or more of the total voting power represented by the Company‘s then outstanding voting
        securities;
         (ii)       Any merger or consolidation of the Company with any other entity that has been approved by the stockholders of the
        Company, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately
        prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving
        entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving
        entity outstanding immediately after such merger or consolidation;

                  (iii)    Any sale or disposition by the Company, in one transaction or a series of related transactions, of all or substantially
                           all the Company‘s assets;

2.        Employment .

        2.1.      Title; Duties and Responsibilities; Reporting; Place of Performance. .

                 2.1.1.     Subject to the terms and conditions hereinafter set forth, as of the Effective Date and thereafter throughout the ―
Term ‖ (as hereinafter defined) of this Agreement, the Executive shall be employed by as Vice President and Director of Corporate Affairs of
EchoMetrix and those EchoMetrix Affiliates as shall be designated from time to time by the Board of Directors of EchoMetrix.

                  2.1.2     Executive shall perform and be primarily responsible for the Company‘s investor relations, adding shareholder
value, and perform all such services and duties (collectively, the ― Duties ‖ and ― Services ‖) as are customarily required of a Vice President
and Director of Corporate Affairs of a corporation in the Company‘s industry or lines of business or similar to the Company in revenues,
market capitalization and number of Executives (a ― Comparable Company ‖). Executive hereby acknowledges that Executive may be asked to
perform duties outside his normal day to day role as may be required at a Comparable Company.

                 2.1.3.    Executive shall report to the Company's Chief Executive Officer and Chief Financial Officer.

                  2.1.4      Executive shall perform such services and duties at the Company‘s headquarters in Syosset, New York except
when required to travel in the normal course of performing his duties.

        2.2.      Term / Exclusivity.

                   2.2.1.     The Term of the Agreement shall commence on October 1 2009 and shall continue for 3 years through October 1,
2012 (the ―Initial Term‖) unless sooner terminated in accordance with the provisions of this Agreement. Following the Initial Term, this
Agreement and the Executive‘s employment may be continued either under this Agreement or any other agreement, upon such terms and
conditions as the Executive and the Company may mutually agree. The Initial Term and any subsequent term of employment of the Executive
are herein collectively referred to as the ―Term‖.


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                  2.2.2.   Executive agrees to devote his business and professional time to the performance of the Duties and Services, and
shall undertake to perform such Duties and Services in a competent and professional manner, consistent with the skills to be possessed by a
Vice President and Director of Corporate Affairs, of a Comparable Company. The Executive shall consider his employment by the Company
his principal employment; however, Executive shall be permitted to engage in other charitable, community, professional or business activities
from time to time, so long as such other activities do not materially interfere with his performance hereunder. Executive shall disclose all
professional and business activities, outside of his employment, to the Board of Director in writing prior to the Effective Date and within fifteen
(15) days of any subsequent changes to said activities.

                   2.2.3.    The Executive acknowledges that the Duties and Services shall be performed as an ―exempt‘ Executive and that, as
such, he shall not be entitled to overtime or compensatory compensation other than periodic bonuses as may be awarded to the Executive from
time to time by the Board of Directors of the Company in the exercise of their sole discretion.

                  2.2.4.   Notwithstanding anything to the contrary contained in Section 2.2, the Executive may acquire and/or retain, solely
as an investment, and may take customary actions to maintain and preserve Executive‘s ownership of:

                            (a)      Securities of any partnership, trust, corporation or other person which are registered under Sections 12(b)
         or 12(g) of the Securities Exchange Act of 1934, as amended and which are publicly traded as long as Executive‘s investment amounts
         to less than ten (10%) percent of the equity in such entity; and

                           (b)       Any securities of a partnership, trust, corporation or other person not registered as set forth in Section
         2.3.4(a) above so long as such entity is not, directly or indirectly, in competition with EchoMetrix.

         2.3.       Confidentiality.        Executive acknowledges that the Services will, throughout the Term, bring Executive into close
contact with many confidential affairs of EchoMetrix, including information about costs, profits, markets, sales, products, key personnel,
pricing policies, operational methods, technical processes and other business affairs and methods and other information not readily available to
the public, and plans for future development. EchoMetrix has invested substantial time and resources in developing, and then protecting, its
confidential and proprietary procedures and methods and in safeguarding its property and materials as well as the property and materials of its
customers. These procedures and methods include, without limitation, all written policies and procedures and other materials of EchoMetrix
and all property owned by customers or entrusted by customers to the care of EchoMetrix that have been designated either as Trade Secrets
and/or Confidential Information, each as described below. Trade Secrets and Confidential Information are for the exclusive benefit of
EchoMetrix, and by accepting employment with EchoMetrix, Executive agrees not to use, either directly or indirectly, any Trade Secrets or
Confidential Information for any purpose other than to perform him duties as required by this Agreement. Confidential Information may also
be protected as a Trade Secret. Executive covenants and agrees that Executive will keep secret all Trade Secrets and/or Confidential
Information of EchoMetrix which are not otherwise in the public domain and will not disclose them to anyone outside of EchoMetrix, except
where such disclosure may be required by law.


                                                                        3
         2.4.     Non-Competition; Non-Solicitation; Non-Interference .

          (a)        During the Executive‘s employment hereunder, Executive will be exposed to Confidential Information of EchoMetrix and
the EchoMetrix Affiliates, including, without limitation, details about their software programs, algorithms, processes, methods, and any
intellectual property. Accordingly, the competitive use and knowledge of any of such information would substantially and irreparably injure
the business, prospects and value of EchoMetrix and the EchoMetrix Affiliates. Executive and EchoMetrix also agree that the business of
EchoMetrix and the EchoMetrix Affiliates is both national and international in nature due to the utility and methods of distribution of their
products.

         (b)       Therefore, Executive agrees that during the Term and for a period of three (3) years after the end of the Term, Executive shall
not, directly or indirectly, through any other person, firm, corporation or other entity (whether as an officer, director, Executive, partner,
consultant, holder of equity or debt investment, lender or in any other manner or capacity):

                 (1)      develop, sell, market, offer to sell products and/or services or participate in any business anywhere in the United
States, or any other country, or province that have the functional purpose or utilize the same or similar technology, as the products of
EchoMetrix and the EchoMetrix Affiliates, whether during the Term such products exist or are contemplated, or otherwise engage in direct
competition with EchoMetrix or the EchoMetrix Affiliates;

                  (2)       solicit, induce, encourage, recruit or attempt to induce, encourage or recruit any person who is then employed or
retained as a consultant by EchoMetrix or any EchoMetrix Affiliate or who was employed or retained as a consultant by EchoMetrix or any
EchoMetrix Affiliate at any time during the twelve (12) month period preceding the end of the Term for the purposes of being employed or
retained by Executive, by any entity or person on whose behalf Executive is acting as an agent, representative or Executive or by any
competitor of EchoMetrix or any EchoMetrix Affiliate;

                   (3)      solicit, induce or encourage or attempt to induce or encourage any person who is then employed or retained as a
consultant by EchoMetrix or any EchoMetrix Affiliate or who was employed or retained as a consultant by EchoMetrix or any EchoMetrix
Affiliate at any time during the twelve (12) month period preceding the end of the Term to terminate him or his employment, engagement or
consulting relationship with EchoMetrix or any EchoMetrix Affiliate, or to breach any other obligation to EchoMetrix or any EchoMetrix
Affiliate; or


                                                                        4
                 (4)   solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between
EchoMetrix or any EchoMetrix Affiliate and any consultant, contractor, customer, potential customer, or supplier of EchoMetrix or any
EchoMetrix Affiliate.

                  (5)      solicit, engage, contact, approach, induce or encourage or attempt to induce or encourage any investor, money
manager, fund, broker, partner, proposed partner, corporation, Company, individual, consultant who EchoMetrix has had any contact,
conversations, meetings, presentations, approached, at any time during the (24) twenty four month period preceding the end of the Term to
terminate him or his employment, engagement, consulting relationship with EchoMetrix or any EchoMetrix Affiliate.

         (c)       Executive acknowledges that the foregoing geographic, activity and time limitations contained in this Section are reasonable
and properly required for the adequate protection of EchoMetrix‘ business. In the event that any such geographic, activity or time limitation is
deemed to be unreasonable by a court, Executive shall submit to the reduction of either said activity or time limitation to such activity or period
as the court shall deem reasonable. In the event that Executive is in violation of the aforementioned restrictive covenants, then the time
limitation thereof shall be extended for a period of time equal to the pendency of such proceedings, including appeals.

         2.5        Indemnification; Insurance. EchoMetrix shall, at EchoMetrix‘ sole expense, defend and indemnify Executive to the
fullest extent permitted by law in effect as of the date hereof, or as hereafter amended, against all costs, expenses, liabilities and losses
(including, without limitation, reasonable attorneys' fees, judgments, fines, penalties, ERISA excise taxes, penalties and amounts paid in
settlement) reasonably incurred by Executive in connection with a Proceeding (as hereinafter defined). For the purposes of this section, a ―
Proceeding ‖ shall mean any action, suit or proceeding, whether civil, criminal, administrative or investigative, if Executive is made, or is
threatened to be made, a party to, or a witness in, such action, suit or proceeding by reason of the fact that he is or was an officer, director or
Executive of EchoMetrix or any EchoMetrix Affiliate (or is or was serving as an officer, director, member, Executive, trustee or agent of any
other entity at the request of any EchoMetrix or any EchoMetrix Affiliate). Executive may participate in his defense with Executive‘s own
counsel. EchoMetrix shall provide coverage for Executive under liability and such other insurance policies as may be reasonably warranted.

         2.6       Employment Procedures.        By accepting employment with EchoMetrix, the Executive:

                 2.6.1. agrees to follow all of EchoMetrix‘ lawful policies and procedures which are otherwise applicable to all Company
Executives generally, as they are currently constituted and as they may change from time to time after written notice of such to Executive, in
the handling and safeguarding of Trade Secrets and Confidential Information, including, without limitation, all sensitive, confidential,
proprietary procedures and methods and all written materials belonging to EchoMetrix and/or EchoMetrix Affiliates, as well as the handling
and safeguarding of any property belonging to customers of EchoMetrix and/or EchoMetrix Affiliates and placed in its or their safeguarding
and care; and


                                                                        5
                 2.6.2. agrees to exercise due care and diligence to avoid any unauthorized publication, disclosure or use of Trade Secrets
and/or Confidential Information and any documents or other materials or referring to them; and

                  2.6.3. agrees to not knowingly disclose to any third person at any time or for any reason (other than controlled disclosure of
Confidential Information to investors, customers or vendors for legitimate business purposes of EchoMetrix or EchoMetrix Affiliates), any
Trade Secret or Confidential Information, including, without limitation, any sensitive, proprietary procedure or method of EchoMetrix or
EchoMetrix Affiliates or any materials and/or property referred to in this Section; and

                 2.6.4. agrees to not reproduce for the use of any third party, without consent, the procedures or policies of EchoMetrix or
EchoMetrix Affiliates, or any property belonging to its customers or suppliers.

                  2.6.5. The restrictions set forth in this Section 2.6 will not restrict Executive from disclosing (but only to the proper recipient
to the extent expressly permitted by this Agreement) any Trade Secret and/or Confidential Information which Executive is required to disclose
by law or an order of a court of competent jurisdiction or any relevant governmental or regulatory agency; provided that Executive shall, unless
otherwise required by law or by rule of professional conduct, have given prior written notice to EchoMetrix of the disclosure requirement and
of the information to be disclosed to allow EchoMetrix an opportunity to seek a protective order.

                   2.6.6. In consideration of this agreement and the covenants contained herein, the Executive, on behalf of its attorneys, agents,
representatives and associates, agrees to hold EchoMetrix harmless against all claims and fully release, remise, acquit and discharge
EchoMetrix, and its predecessors, successors, assigns, affiliates, heirs, family members, administrators, trustees, directors, officers, Executives,
partners, attorneys, agents, representatives and associates from any and all claims, demands, liabilities, actions or causes of action of any kind
of character, at law or in equity, whether known or unknown, accrued or not, present or future, in connection with, arising from but not limited
to, the Executive‘s equity interest in EchoMetrix, including without limitation, breach of fiduciary duty, breach of duty under applicable state
corporate law, and securities fraud under any state or federal law and in the event of the following:

              a.   The Company ceases to function as a going concern or substantially ceases to conduct its operations in the normal course of
                   business as a software services company;

              b.   The Company‘s failure or inability to timely pay the Compensation and Additional Benefits required to be paid to Executive
                   hereunder, because such payment would be detrimental to the financial condition of the Company, as determined by the
                   Company's Board of Directors;


                                                                         6
             b.   Any bankruptcy petition is filed by or against the Company or the Company makes any assignment for the benefit of
                  creditors or any receiver is appointed for the assets or property of the Company or the Company otherwise takes advantage
                  of any insolvency laws;

             c.   The Company attempts to assign this Agreement or any rights hereunder without the Executive‘s prior written consent,
                  provided that such consent shall not be unreasonably withheld or delayed;

             d.   There is a change in the control or management of the Company without the prior written consent of Executive, provided
                  that such consent shall not be unreasonably withheld or delayed; or

3.        Compensation . As compensation and consideration for all Duties and Services provided by the Executive during the Term pursuant
to this Agreement, EchoMetrix agrees to pay to the Executive the compensation set forth below.

        3.1.      Base Salary; Bonuses . Executive shall receive a base salary at the rate of one hundred thirty five thousand dollars ($135,000)
        per annum, commencing on the Effective Date and payable in equal installments on EchoMetrix‘ regular pay dates, subject to the
        usual and required payroll deductions and withholdings (―Base Salary‖). Executive shall be entitled to a minimum of a 10% salary
        increase, subject to board discretion, at the one year anniversary date.

        3.2      Stock Options Grant. The Company acknowledges that it will grant the Executive one million five hundred
        thousand (1,500,000) stock options (the ―Stock Options‖) entitling the Executive to purchase shares of common stock of the
        Company, on a cashless basis during the term of employment and non cashless if executive is no longer employed with the company
        (the ―Stock Option Shares‖). Subject to approval of the Board, upon each anniversary of the Effective Date, for a period of three years
        (3), if the Executive has been continuously employed by Company, for the entire Term, one-third (1/3) of stated shares shall vest to
        the Executive immediately upon effective date, one-third of stated shares on month 12, and one-third (1/3) of stated shares on month
        24. The specific terms and conditions of such Stock Options shall be set forth in a separate written Stock Option Agreement.

        3.3 Performance Based Grant . The Company will grant the Executive two million five hundred thousand (2,500,000) performance
        based stock options (the ―Performance Stock Options‖) entitling the Executive to purchase shares of common stock of the Company,
        on a cashless basis during the term of employment and as long as Executive is not fired for cause or he terminates employment for
        reasons of not good cause, (the ―Performance Stock Option Shares‖). The Executive shall be entitled to any additional annual stock
        option grants provided at the discretion of the Company‘s Board of Directors. The specific terms and conditions of such Performance
        Stock Options shall be set forth in a separate written Performance Stock Option Agreement, with the principal terms being as follows:


                                                                       7
                  The Performance Options shall vest as the Executive meets deadlines and or milestones for the completion of agreed upon
         deliverables with respect to the Company‘s products (the ―Deliverables‖). The specific terms and conditions of the Deliverables, as
         mutually agreed upon, shall be set forth in detail in the Performance Stock Option Agreement.

         3.4.      Additional Benefits.

                    3.4.1. During the Initial Term, Executive shall be entitled to three (3) weeks of vacation time per annum, without deduction
of salary. Such vacations shall be taken at such time or times during the applicable year as may be determined by Executive. All periods of
Executive's employment in excess of one (1) year but less than any additional full year shall accumulate additional paid vacation on a pro-rata
basis. The Executive may not carry over more than one week of unused vacation from one calendar year to the next calendar year. Exceptions
can be made to carry over more vacation if the Executive was unable take vacation because of EchoMetrix' needs. The Company's Board of
Directors must approve, in writing, any vacation carryover in excess of one week. Any accrued vacation time remaining, but unused by
Executive, at the completion of Executive's employment shall be paid out to Executive (Executive cannot receive more then 2 weeks vacation
pay upon departure unless the Board of Directors previously approved a carry over of an additional week‘s vacation from one year to the next),
on the next regular pay cycle, calculated at the pro-rated Base Salary rate in effect at the time of the termination. In addition thereto, Executive
shall be entitled to a reasonable number of days off for illness, family emergency, religious observance or other personal reason, in accordance
with standard office policies then in effect, and which, if known in advance, shall be prearranged with the consent of the Company.

                 3.4.2. EchoMetrix will reimburse Executive for all his reasonable approved business expenses incurred in connection with
the performance of Executive‘s duties under this Agreement, in accordance with EchoMetrix general policies regarding business expenses.
Notwithstanding anything to the contrary contained herein or in EchoMetrix‘ expense policies, any air travel required of Executive in the
performance of the Services shall be paid solely by EchoMetrix on an airline of Executive‘s choice. Business class and first class is not
permitted without the prior approval from the BOD.

                  3.4.3. During the Term, EchoMetrix shall offer Executive participation in all Executive benefits programs offered during the
Term to other EchoMetrix executives. EchoMetrix shall pay 100% of all premiums for coverage of Executive‘s immediate family under the
Company‘s health insurance plan, if any (it being understood and agreed that EchoMetrix shall not be responsible for the payment of any
―deductible,‖ ―co-insurance‖ or ―patient‘s portion‖ applicable under such health insurance).


                                                                         8
                  3.4.4. If Executive is required to stay overnight away from his home in connection with the performance of his duties
hereunder, EchoMetrix shall pay, or shall reimburse Executive, for all approved travel expenses incurred by Executive (including air fare,
hotel, meals and incidental expenses) as specified in Section 3.3.2 above.

                  3.4.5. Executive is required to submit an expense report with all receipts within 15 days of any expense. Executive is also
required to submit a written call report for any meeting with a client or prospective client, company, organization, group, individual,
individuals, where a Supervising Executive is not in attendance. Report must cover the name of the company, client, group, individual,
organization, name, title, and responsibility of all persons in attendance, purpose of the meeting, what was discussed, outcome of the meeting,
and if there is any follow up or action that must be taken by either party. A hard copy must be stored in the appropriate filing system in the
main headquarters of the Company.

        3.5.      Performance Evaluation . The CEO shall meet with the Executive every six (6) months to review the Executive‘s
performance and compensation. Such review and evaluation will take into account the standard of Executive‘s work based upon Executive‘s
EchoMetrix plan and milestones and Executive‘s overall commitment to the Company.

4.       Termination.

        4.1.      Termination by the Company.

                4.1.1. Good Cause. EchoMetrix shall have the right, at its election, to terminate this Agreement at any time during the Term
for ―Good Cause.‖ As used in this Agreement, the term ―Good Cause‖ shall mean and be limited to:

                            (a)       the failure of the Executive to follow the reasonable directives of the CEO and or the Board, unless such
        failure is fully cured by the Executive within thirty (30) days of written notice thereof and is not thereafter repeated (in which event no
        notice need be given);

                         (b)        self-dealing or a material breach by the Executive of his fiduciary duties to EchoMetrix and the
        EchoMetrix Affiliates;

                          (c)       the Executive‘s inability to perform the Services (whether as a result of his death, Disability (as defined
        below) or any other reason, other than a Material Breach (as defined below)) or the Executive‘s incompetence in adequately
        performing the Duties and Services, within reason, unless such failure to perform is not fully cured by the Executive within thirty (30)
        days of written notice thereof and is not thereafter repeated (in which event no notice need be given);

                          (d)      a single act of omission or commission by the Executive so grievous as to constitute theft, conviction or
        the plea of nolo contendere of a felony, or commission of an act of fraud, embezzlement or sexual harassment (in which event no
        notice need be given); or


                                                                        9
                          (e)       other than 4.1.1 (b) and (d) above, a material breach of any material covenant, condition or agreement on
        the part of the Executive to be performed under this Agreement; unless such breach or non-performance is fully cured (if curable) by
        the Executive within thirty (30) days of written notice thereof and is not thereafter repeated (in which event no notice need be given).

                  4.1.2.     Effect of Termination for Good Cause. Should this Agreement be terminated by the Company for Good Cause
except as a result of his death or disability as defined below, the Executive shall have no right to any further Base Salary, shall forfeit all
non-vested Options, warrants, stock and shall not receive any severance or other benefits or bonuses, or compensation from and after
termination other than those which would normally survive, such as Executive‘s entitlement to accrued, but unused, vacation pay or
continuation of health care benefits under COBRA or other applicable law. If Company for Good Cause terminates Executive within 180-days
(―Clawback Period‖) of any warrant, option, and or cash bonus or grant, Executive shall forfeit said warrant, option, and or cash bonus or grant
received within that 180-day period.

                  4.1.3    Effect of Termination by Company. In the event of a termination of the Executive‘s employment under
this Agreement by the Company during the Initial Term, Executive shall be entitled to a severance payment equal to one (1) month‘s salary
during year one, two (2) months‘ salary during year two, and three (3) months‘ salary during year.

        4.2.      Termination by Executive.

                   4.2.1.     EchoMetrix Material Breach. Executive shall have the right, at his election to terminate this Agreement in the
event of a ―Material Breach" by the Company, which breach is not fully cured by the Company within thirty (30) days of written notice thereof
and is not thereafter repeated (in which event no notice need be given). A ―Material Breach‖ shall consist of

                        (a)         EchoMetrix‘ failure or inability to obtain adequate directors and officers liability insurance,
                        (b)         EchoMetrix‘ failure or refusal to comply with a material term of this Agreement,
                        (c)         a change in the nature of Executive‘s Duties and Services constituting a constructive discharge; or
                        (d)         the termination of Executive‘s employment hereunder for reasons other than ―Good Cause.‖

        By definition, EchoMetrix‘ failure or inability to timely pay the compensation and other benefits required to be paid to Executive
hereunder, because such payment would be detrimental to the financial condition of the Company, as determined by the Company's Board of
Directors, shall not constitute a ―Material Breach‖ of this Agreement and Executive shall not be entitled the provisions of Section 4.2.2 below.
Any unpaid compensation and other benefits shall accrue to the benefit of the Executive, provided that the Executive remains employed on a
full-time basis with the Company and is rendering Duties and Services to the Company and/or the Company‘s Affiliates, divisions, and be paid
when financial conditions improve as determined by the Company's Board of Directors. At no time does this provision alter the Executive‘s
responsibilities and duties as set forth in Sections 2.2 and 2.6 herein and ―at will‖ employment with the Company.


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                   4.2.2.     Effect of Termination by Executive. Except if such termination shall be by reason of the provisions of Section
4.2.1 above (in which event the Executive shall be entitled to no Base Salary, Options or other compensation hereunder), in the event that the
Executive terminates this Agreement due to a Company Material Breach, the Company shall, for a period of three (3) months, pay to Executive
or provide Executive with Executive's Base Salary, existing health, and all other benefits specified in this Agreement. If Executive terminates
his employment for Not Good Cause within 180-days (―Clawback Period‖) of any warrant, option, and or cash bonus or grant, Executive shall
forfeit said warrant, option, and or cash bonus or grant received within that 180-day period.

        4.3       Change in Control .

                4.3.1    Unless the Company has in effect a change of control severance plan or similar arrangement applicable to Executive
(and in which Executive has consented to participate) at the time of a Change of Control, the following provisions of this Section 4.3 shall
apply.

                  4.3.2      Effect of Change of Control Termination . If Executive (i) is terminated by the Company other than for Good
Cause within ninety (90) days prior to a Change of Control or as a result of or in connection with a Change of Control or (ii) is terminated by
the Company (or its successor entity) other than for Good Cause within twelve (12) months following a Change of Control or (iii) resigns upon
a material breach within twelve (12) months following a Change of Control, the Company (or its successor) shall, for twelve (12) months
following the date of such termination (subject to a six-month delay under Code Section 409A if Executive is a ―specified Executive‖ within
the meaning of Code Section 409A(a)(2)(B)(i)), pay to Executive or provide Executive with Executive‘s Base Salary in accordance with the
Company‘s payroll practices, existing health and disability insurance (to the extent permitted by the Company‘s plans and applicable law), and
all other compensation and benefits specified in this Agreement (to the extent permitted by the Company‘s plans and applicable law), and all
unvested Options shall vest immediately and be exercisable as though such termination had not occurred.

5        Death and Disability.

       5.1.      Death The Term shall immediately terminate upon Executive‘s death as certified in accordance with the provisions of
New York law (―Death‖).


                                                                      11
           5.2.       Disability As used herein, the term ―Disability‖ shall mean Executive becoming unable to perform the Services as a
result of his permanent or temporary, total or partial, physical or mental disability. In such event, the Company shall not have the right (absent
of Good Cause) to terminate this Agreement due to Disability prior to the expiration of the Disability Period. As used herein, the term
―Disability Period‖ shall mean the period commencing on the first day upon which such Disability occurs and ending on the first to occur of the
following: (i) the expiration of the Term; (ii) if the Disability is continuous through the sixty (60) consecutive days following the day on which
the Disability occurs, then the last day of such sixty (60) consecutive days; and (iii) if the Disability is intermittent and shall exist throughout
the Term following the day on which the Disability occurs, then the cumulative sixtieth (60 th ) day of such Disability Period.

         5.3.        Effect of Death or Disability Should the Term be terminated in accordance with the provisions of Sections 5.1 or 5.2 by
reason of Executive‘s Death or Disability, Executive or his estate (as the case may be) shall have no right to any further Base Salary (other
than Options vested at the time of such Death or Disability); provided, however, that the Base Salary otherwise payable during the Disability
Period shall nevertheless be payable on the terms set forth herein to Executive as a disability benefit (―Disability Benefit‖). Any disability
insurance proceeds actually received by Executive from EchoMetrix‘ disability insurance carrier during the Disability Period with respect to
such Disability shall reduce on a dollar-for-dollar basis the Disability Benefit otherwise payable by EchoMetrix during the Disability Period
pursuant to this Section 5.3). Executive or his estate (as the case may be) shall be entitled to severance payments in accordance to Sections
4.1.2 and 4.1.3 as applicable.

6.        General.

         6.1.        Applicable Law Controls. Nothing contained in this Agreement shall be construed to require the commission of any act
contrary to law and wherever there is any conflict between any provisions of this Agreement and any material statute, law, ordinance or
regulation contrary to which the parties have no legal right to contract, then the latter shall prevail; provided, however, that in any such event
the provisions of the Agreement so affected shall be curtailed and limited only to the extent necessary to bring them within applicable legal
requirements, and provided further that if any obligation to pay the Base Salary or any other amount due Executive hereunder is so curtailed,
then such compensation or amount shall be paid as soon thereafter, either during or subsequent to the Term, as permissible.

         6.2.       Waiver/Estoppel .         Any party hereto may waive the benefit of any term, condition or covenant in this Agreement or
any right or remedy at law or in equity to which any party may be entitled but only by an instrument in writing signed by the parties to be
charged. No estoppel may be raised against any party except to the extent the other parties rely on an instrument in writing, signed by the party
to be charged, specifically reciting that the other parties may rely thereon. The parties‘ rights and remedies under and pursuant to this
Agreement or at law or in equity shall be cumulative and the exercise of any rights or remedies under one provision hereof or rights or
remedies at law or in equity shall not be deemed an election of remedies; and any waiver or forbearance of any breach of this Agreement or
remedy granted hereunder or at law or in equity shall not be deemed a waiver or any other provision hereof or of the opportunity to exercise
such right or remedy or any other right or remedy, whether or not similar, at any preceding or subsequent time.


                                                                        12
         6.3.        Notices . Any notice, which EchoMetrix is required or may desire to give to Executive hereunder, shall be in writing and
may be served by delivering it to the Executive, or by sending it to the Executive by mail, telex or telegraph, at Executive‘s address first written
above or such substitute address as Executive may from time to time designate to EchoMetrix. Any notice which Executive is required or may
desire to serve upon EchoMetrix hereunder shall be in writing and may be served by delivering it personally or sending it by mail, email or
facsimile transmission to the address set forth on Page 1 hereof, Attn: Chief Financial Officer, or such other substitute addresses as EchoMetrix
may from time to time designate by notice to Executive.

         6.4.       Governing Law. This Agreement shall be governed by, construed and enforced and the legality and validity of each term
and condition shall be determined in accordance with the internal, substantive laws of the State of New York (without regard to its choice of
law principles and without regard to any requirement that any provisions of this Agreement be interpreted against the party who drafted it)
applicable to agreements fully executed and performed entirely in New York.

          6.5        Dispute Resolution and Arbitration . In the event that any dispute arises between Company and Executive regarding or
relating to this Agreement and/or any aspect of the Executive's employment relationship with the Employer, AND IN LIEU OF LITIGATION
AND A TRIAL BY JURY, the parties consent to resolve such dispute through mandatory arbitration administered by the American Arbitration
Association (―AAA‖) in accordance with its Commercial Arbitration Rules then in effect, and judgment on the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof. Any arbitration shall be held in New York, New York before a single arbitrator who
shall be selected by the mutual agreement of Company and Executive, unless the parties are unable to agree to an arbitrator, in which case, the
arbitrator will be selected under the procedures of the AAA. The arbitrator shall have the authority to award any remedy or relief that a court
of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without
inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim
provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as
necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party
nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of Company and
Executive. The parties hereby consent to the exclusive jurisdiction in the state and Federal courts located in the City of New York, County of
New York and State of New York for purposes of seeking such injunctive or equitable relief as set forth above. Notwithstanding any choice of
law provision included in this Agreement, the United States Federal Arbitration Act shall govern the interpretation and enforcement of this
arbitration provision. Company shall pay the costs of any arbitrator appointed hereunder and the costs of such arbitration.

         6.6        No Joint Venture. Nothing herein contained shall constitute a partnership between or joint venture by the parties hereto
or appoint any party the agent of the other party. No party shall hold itself out contrary to the terms of this Paragraph and, except as otherwise
specifically provided herein, no party shall become liable for the representation, act of omission of any third party who is not referred to herein
and shall not be deemed to give any right or remedy to any such third party.


                                                                        13
         6.7.        Modification/Entire Agreement. This Agreement may not be altered, modified or amended except by an instrument in
writing signed by all of the parties hereto. No person, whether or not an officer, agent, Executive or representative of any party, has made or
has any authority to make for or on behalf of that party any agreement, representation, warranty, statement. promise, arrangement or
understanding not expressly set forth in any other document executed by the parties concurrently herewith (―Parol Agreements‖).
This Agreement, together with EchoMetrix‘ Executive Handbook, and all other documents executed by the parties concurrently herewith
constitute the entire agreement between the parties and supersede all express or implied, prior or concurrent, Parol Agreements and prior
written agreements with respect to the subject matter hereof. The parties acknowledge that in entering into this Agreement, they have not relied
and will not in any way rely upon any Parol Agreements.

          6.8.        Headings; Language. The headings in this Agreement have been inserted for convenience only and shall have no
substantive effect. The language of all parts of this Agreement shall in all cases be considered as a whole, according to its fair meaning, and not
strictly for or against any of the parties. The parties hereby acknowledge and agree that the language of this Agreement shall be considered
jointly drafted.

         6.9.        Counterparts. This Agreement may be executed in two or more counterparts, by original signature or via facsimile
signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

         6.10.       Separate and Severable. Each term, clause and provision of this Agreement is separate and independent, arid should
any term, cause or provision of this Agreement be found to be invalid or unenforceable, the validity of-the remaining terms, clauses, and
provisions shall not be affected. As to those terms, clauses or provisions found to be invalid or unenforceable, they shall be replaced with valid
and enforceable provisions that achieve, to the extent possible, the economic, business and other purposes of the invalid or, unenforceable
provisions.

         6.11.       Survival. To the extent required to give them effect, any provisions of this Agreement that would reasonably be expected
to survive the termination of this Agreement shall survive such termination for any reason. Without limiting the generality of the foregoing, the
provisions of 2.4 and 2.5 shall so survive.


                                                                        14
If the foregoing accurately reflects the substance of our mutual agreement and understanding, please confirm your agreement to the foregoing
by signing below where indicated.

Very truly yours,

EchoMetrix, Inc.

By:

By: Jeffrey Greene

Tile: CEO

ACCEPTED AND AGREED TO BY THE EXECUTIVE:


Name:
Date:


                                                                    15
                                                                                                                                  Exhibit 10.16

                                                       CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT (this ― Agreement ‖) is made and entered as of this 1st day of October, 2010, with an
effective date of October 1, 2010 (the ― Effective Date ‖), by and between EchoMetrix, Inc., a Delaware corporation, (― EchoMetrix ‖ or the
― Company ‖) and Dmidnights, Inc. , a sole proprietorship (― Consultant ‖).

WHEREAS , the Company and Consultant wish to confirm, in writing, a business relationship whereby Consultant will provide the Company
with consulting services in accordance with the terms and conditions of this Agreement.

WHEREAS , the Company and Consultant hereby acknowledge that the consultant is a Board of Director of the Company and nothing
withstanding this agreement shall interfere with his position as a member of the Board.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

         1.       Agreement to Consult . Subject to the terms and conditions hereof, the Company hereby retains Consultant and Consultant
agrees to render such consulting services (the ― Services ‖) to the Company and its affiliates as may from time to time be requested by the
Company‘s management at the direction of the Company‘s Board of Directors (the ― Board ‖). As used in this Agreement, the term
―EchoMetrix‖ shall mean and include each of EchoMetrix and each EchoMetrix Subsidiaries.

         2         Term of Agreement . This Agreement shall commence on the Effective Date and shall continue for twelve (12) months,
unless sooner terminated in accordance with Section 10 below. The period of time between the commencement and termination of this
Agreement is referred to herein as the ― Term .‖ This agreement is automatically renewable every twelve months unless terminated by either
party in writing in 90 days advance notice. If the contract is terminated by either party, the Company will grant the Consultant the ability to
participate in the performance options (in Schedule 2, sections b, c,d,e and f only) for a period not to exceed six months after such termination
date and provided the performance measures are achieved.

         3.       Scope of Services .

        3.1      Consultant shall perform the Services as the _____________ Executive under the supervision of the Company‘s Chief
Executive Officer (the ―CEO‖). Such scope of services are herein attached as Schedule 1 .

        3.2      Consultant promises to devote his best efforts to the performance of services to the Company and to complete assignments
within mutually agreeable time periods.

         4.       Consulting Fees; Expenses .

         4.1      During the Term, the Company shall pay a monthly fee to the Consultant of Twenty Thousand Dollars for approximately 40
hours of services per week, commencing upon the effective date, and payable in S-8 stock. The amount of shares shall be calculated by
dividing the dollar amount of compensation by the thirty day volume weighted average for the same month of service. If at any time during
the term of the agreement, the time requirements either decrease or increase, an amendment to the monthly consulting fee will be agreed upon
by the Consultant and the Company.

        4.      The Company shall reimburse Consultant for such out-of-pocket expenses, approved by the CEO in writing in advance, as
may be incurred by Consultant during the Term, upon presentation of appropriate documentation to substantiate such expenses submitted on
approved Company forms.
         5.        Confidentiality and Related Provisions .

         5.1       The term ―Confidential Information‖ shall mean all data and information, both technical and non-technical, in any form
(written or other tangible form, visual, graphic, oral or electronic) relating to EchoMetrix‘s business, products, processes, techniques, research,
development, inventions, testing procedures and marketing that are disclosed to Consultant by EchoMetrix at any time. Confidential
Information includes, but is not limited to, original works of authorship, processes, computer programs, databases, trade secrets, mechanical
and electronic hardware, computer languages, user interfaces, documentation, marketing and new product plans, production processes,
advertising, packaging and marketing techniques, designs, drawings, specifications, techniques, models, diagrams, know-how, scientific data
and results, methods and related information, process schematics, operational details, historical production data, technical specifications,
research and development plans, business plans, product and market descriptions, sales, cost and promotional expenditure data, marketing
techniques and materials, marketing and development plans, pricing or pricing policies, financial information, plans for further development,
plans and projections specific only to Echometrix.

 5.2       ―Confidential Information‖ shall not include information that: (a) was in Consultant‘s possession or in the public domain before
receipt from EchoMetrix, as evidenced by the then existing publication or other public dissemination of such information in written or other
documentary form; (b) becomes available to the public through no fault of Consultant; (c) is received in good faith by Consultant from a third
party who is not subject to an obligation of confidentiality to EchoMetrix or any other party; or (d) is required by a judicial or administrative
authority or court having competent jurisdiction to be disclosed by Consultant, provided that Consultant shall promptly notify EchoMetrix and
allow EchoMetrix a reasonable time to oppose or limit such order; (e) all domain and market knowledge including customer information not
restricted to non disclosures with Echometrix that Consultant acquires during the consultancy period.

         5.3       Consultant acknowledges that, during the period of Consultant‘s engagement with EchoMetrix, Consultant has had or will
have access to Confidential Information of EchoMetrix. Therefore, Consultant agrees that both during and after the period of Consultant‘s
engagement with EchoMetrix, Consultant shall not, without the prior written or verbal approval of EchoMetrix, directly or indirectly (a) reveal,
report, publish, disclose or transfer any Confidential Information of EchoMetrix to any person or entity, or (b) use any Confidential Information
of EchoMetrix for any purpose or for the benefit of any person or entity, except as may be necessary in the performance of Consultant‘s work
for EchoMetrix.

          5.4      Consultant acknowledges that, during the period of Consultant‘s engagement with EchoMetrix, Consultant may have had or
will have access to Confidential Information of third parties who have given EchoMetrix the right to use such Confidential Information, subject
to a non-disclosure agreement between EchoMetrix and such third party. Therefore, Consultant agrees that both during and after the period of
Consultant‘s engagement with EchoMetrix, Consultant shall not, without the prior written approval of EchoMetrix, directly or indirectly (a)
reveal, report, publish, disclose or transfer any Confidential Information of such third parties to any person or entity, or (b) use any Confidential
Information of such third parties for any purpose or for the benefit of any person or entity, except as may be necessary in the performance of
Consultant‘s work for EchoMetrix.

         5.5       Consultant acknowledges and agrees that all Confidential Information of EchoMetrix and all reports, drawings, blueprints,
materials, data, code, notes and other documents and records, whether printed, typed, handwritten, videotaped, transmitted or transcribed on
data files or on any other type of media, and whether or not labeled or identified as confidential or proprietary, made or compiled by
Consultant, or made available to Consultant, during the period of Consultant‘s engagement with EchoMetrix (including the period prior to the
date of this Agreement) concerning EchoMetrix‘s Confidential Information are and shall remain EchoMetrix‘s property and shall be delivered
to EchoMetrix or destroyed within five (5) business days after the termination of such engagement with EchoMetrix or at any earlier time on
request of EchoMetrix. Consultant shall not retain copies of such Confidential Information, documents and records.

        5.6       Consultant shall not, and shall not permit any other person to, remove any proprietary or other legends or restrictive notices
contained in or included in any Confidential Information.
         6.       Independent Contractor; Inventions; No Other Rights .

          6.1      Consultant is an independent contractor and nothing in this Agreement is intended, and nothing in this Agreement shall be
construed, to create the relationship of employer and employee, or principal and agent between the Company and Consultant. Consultant
acknowledges and agrees that he shall not be deemed an employee of the Company for any purpose, including without limitation the Federal
Insurance Contributions Act, the Social Security Act, any unemployment or workers‘ compensation statute, for income tax withholding
purposes or other applicable laws. Further, Consultant shall not be entitled to receive from the Company or participate in any medical, pension
or profit sharing plan, or other fringe benefits which may be made available to the employees of the Company from time to time.

 6.2      (a) Consultant shall promptly, from time to time, fully inform and disclose to EchoMetrix in writing all inventions, copyrightable
material, designs, improvements and discoveries of any kind which Consultant now has made, conceived or developed (including prior to the
date of this Agreement), or which Consultant may later make, conceive or develop, during the period of Consultant‘s engagement with
EchoMetrix, which pertain to or relate to specifically to the Consultant‘s area of responsibility at Echometrix.
 (b) Consultant shall assist and cooperate with EchoMetrix, both during and after the period of Consultant‘s engagement with EchoMetrix, at
EchoMetrix‘s sole expense, to allow EchoMetrix to obtain, maintain and enforce patent, copyright, trademark, trade secret and other legal
protection for the Inventions. Consultant shall sign such documents, and do such things necessary, to obtain such protection and to vest
EchoMetrix with full and exclusive title in all Inventions against infringement by others. Consultant hereby appoints the Chief Financial
Officer and/or the General Counsel of EchoMetrix as Consultant‘s attorney-in-fact to execute documents on Consultant‘s behalf for this
purpose. All requirements to assist after the period of consultancy will require compensation at $400 per hour.

       6.3       Consultant understands that nothing in this Agreement shall be deemed to constitute, by implication or otherwise, the grant by
EchoMetrix to the Consultant of any license or other right under any intellectual property right or interest belonging to EchoMetrix.

         7.SECTION 7 INTENTIONALLY OMITTED

         8.       Representation and Warranties; Covenants .

          8.1      Each party hereto represents and warrants that it has no prior commitments, conflicts of interest, or arrangements which might
interfere with, or preclude the carrying out of each and every one of its obligations under this Agreement.

         8.2     Consultant represents that Consultant will not disclose to EchoMetrix any trade secrets or confidential or proprietary
information of any third party that are not generally available to the public.

         9.       Injunctive Relief . Consultant agrees that the remedies available to the Company at law for any breach of his obligations
hereunder may be inadequate, and accordingly agrees that temporary or permanent injunctive relief, may be granted in any proceeding which
may be brought to enforce any provision hereof, without the necessity of proof of actual damage, in addition to, and not in limitation of, any
other remedies available at law.

         10.      Termination . This Agreement may be terminated by either party for any reason at any time during the Term, however two
weeks notice and compensation due Consultant is required, unless otherwise waived by Consultant. This Agreement shall terminate, without
notice, immediately upon the death or disability of the Consultant.
          11.      Survival; Disclosure .     Notwithstanding any termination of this Agreement for any reason whatsoever and with or
without cause, any provisions of this Agreement necessary to give it efficacy shall continue in full force and effect following any such
termination. Without limiting the generality of the foregoing, all of the provisions of Sections 5-8, inclusive, shall survive indefinitely
following the termination of this Agreement. Consultant hereby authorizes EchoMetrix to notify others, including but not limited to customers
of EchoMetrix and any of Consultant‘s future employers, of the terms of this Agreement and Consultant‘s responsibilities under this
Agreement.

         12.       Benefit of Agreement . This Agreement shall inure to the benefit of and be binding upon the heirs, executors, administrators
and legal personal; representatives of the Consultant and the successors and assigns of the Company respectively.

         13.       Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter
hereof and cancels and supersedes any other understandings and agreements between the parties. There are no representations, warranties,
forms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties other than as expressly set forth in
this Agreement.

          14.     Amendments and Waivers . No amendment to this Agreement shall be valid or binding unless set forth in writing and duly
executed by both of the parties hereto. No waiver of any breach of any term or provision of this Agreement shall be effective or binding unless
made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the
specific breach waived.

         15.      Assignment . This Agreement has a personal nature and Consultant may not assign his rights or obligations under this
Agreement without the prior written consent of the Company. The Company may assign this Agreement to any successor-in-interest to its
business, or any portion thereof. Notwithstanding the foregoing, Consultant may assign the benefits of this Agreement to any entity by which
he conducts his consulting business, provided that (a) the services are performed solely by Consultant, (b) such entity shall agree in writing to
be bound by this Agreement and (c) Consultant shall agree in writing that his obligations under this Agreement shall continue notwithstanding
such assignment.

         16.       Severability . Each of the covenants provided in this Agreement are separate and independent covenants. If any provision
of this Agreement shall be determined to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and any
such invalid or unenforceable provision shall be reformed so as to be valid and enforceable to the fullest extent permitted by law.

         17.        Notices .        Any demand, notice or other communication to be made or given in connection with this Agreement shall be
made or given in writing and may be made or given by confirmed delivery (including electronic mail, facsimile or overnight delivery service)
or by certified or registered mail addressed to the recipient as follows:

                  To Consultant:    Dmidnights

To the Company: EchoMetrix, Inc.
                                             6800 Jericho Turnpike, Suite 208E
                                             Syosset, New York 11791
                                             Attn: Chief Executive Officer

or such other address or individual as may be designated by notice by either party to the other. Any notice made or given by personal delivery
(including electronic mail, facsimile or overnight delivery service) shall be conclusively deemed to have been given on the day of actual
delivery thereof and, if made or given by certified or registered mail, on the fifth (5th day), other than a Saturday, Sunday or post office
holiday, following the deposit thereof in the mail.

         18.       Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
without regard to its conflicts of laws principles.
         19.       Consent to Jurisdiction . Each of the Company and Consultant hereby irrevocably submits to the personal jurisdiction of the
state and federal courts sitting in the County of Nassau, New York in any action or proceeding arising out of or relating to this Agreement, and
each of the Company and Consultant hereby irrevocably agrees that all claims in respect of any such action or proceeding may be heard and
determined in any such court.

         20.       Venue . Each of the Company and Consultant hereby irrevocably waives any objection which it or he now or hereafter may
have to the laying of venue of any action or proceeding arising out of or relating to this Agreement brought in the state or federal courts sitting
in the County of Nassau, New York and any objection on the ground that any such action or proceeding in either of such Courts has been
brought in an inconvenient forum.

         21.      Counterparts, Section Headings . This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same instrument. The section headings of this Agreement are
for convenience of reference only and shall not affect the construction or interpretation of any of the provisions hereof.

CONSULTANT ACKNOWLEDGES THAT (I) CONSULTANT HAS READ AND FULLY UNDERSTANDS THIS AGREEMENT; (II)
CONSULTANT HAS BEEN GIVEN THE OPPORTUNITY TO ASK QUESTIONS; (III) CONSULTANT HAS RECEIVED A COPY OF
THIS AGREEMENT; AND (IV) CONSULTANT‘S OBLIGATIONS UNDER THIS AGREEMENT SURVIVE THE TERMINATION OF THE
CONSULTANT‘S ENGAGEMENT WITH ECHOMETRIX.
IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first above written.

ECHOMETRIX, INC.                                                    Dmidnights

By:                                                                 By:
         Name: Peter Charles                                                                 David Lewis
         Title: CEO
Schedule 1

For fees paid above, the Consultant will focus on delivering the following deliverables below, listed in priority:

Engagement Management: Secure commitment from a USA mobile operator for deployment or trial.
   1. Manage all USA carrier engagements. at&t, Verizon, Sprint and T-Mobile.
   2. Manage relationship with Amberwatch Foundation.
   3. Manage any other strategic partner relationships. Examples: Acision or other SMSC vendors, or likely partners.
   4. Manage relationship with CTIA.

Product Management for Engagement: Manage mobile operator requirements with Echometrix
    5. Regular interface with all external parties and Echometrix Family Safe team to ensure prototype is being correctly designed to meet
        the needs of any trial, or commercial product.
Market Development
    6. Negotiate an Agreement with Acision to be a channel partner
    7. Determine if a relationship with GSMA is possible or needed engaging.
    8. Develop Mobile Operator interest internationally by working directly and with Acision, and also with Mobile Operator contacts.

Marketing: Develop preliminary marketing collateral necessary to close a mobile operator.
   9. As necessary, either personally develop or oversee the development of Product Marketing collateral, PowerPoint, messaging.
   10. Assist in PR Marketing execution.

Business Planning for base case only: SMS reporting
    11. Maintain a simple Business Plan which includes forecasts.
    12. As necessary, identify other areas that need to be addressed for a complete mobile ―Family Safe‖ solution and strategy.
Echometrix to provide consultant

    13. Timely information on company status and other important information

Consultant to provide Echometrix
   14. Timely updates on progress and status

Schedule 2

             Stock Options Grants.

              a)   Effective immediately, the Company acknowledges that it will grant the Consultant 500,000 fully vested stock options (the
                   ―Stock Options‖) entitling the Consultant to purchase shares of common stock of the Company at the exercise price
                   equivalent to the closing price of the Company‘s stock on February 16, 2010.

               b) Upon signature of a partnership agreement with Acision (or any other SMSC Vendor), Consultant will receive 1,000,000
                  fully vested stock options, entitling the Consultant to purchase shares of common stock of the Company at the exercise
                  price equivalent to the closing price of the Company‘s stock on February 16, 2010.
c)   When a Tier 1 USA carrier (AT&T, Verizon, Sprint, T-Mobile) begins a Trial (which may include lab testing and non live
     traffic) of the Text Messaging Product, either directly, through Acision, Verisign or any partner of Echometrix, the
     Executive will receive another 250,000 fully vested stock options at the exercise price as stated in a, above, entitling the
     Consultant to purchase shares of common stock of the Company at the exercise price equivalent to the closing price of the
     Company‘s stock on February 16, 2010.

d)   When a Tier 1 USA carrier (AT&T, Verizon, Sprint, T-Mobile) goes live with the Text Messaging Product, either directly,
     through Acision, Verisign or any partner of Echometrix, the Consultant will receive another 1,000,000 fully vested stock
     options at the exercise price as stated in a, above, entitling the Consultant to purchase shares of common stock of the
     Company at the exercise price equivalent to the closing price of the Company‘s stock on February 16, 2010.
e)   When any carrier globally (except those defined in (d) goes live with the Text Messaging Product Consultant will receive
     additional amount of fully vested stock options defined by the table below based on size of Carrier:
        a. 1,000,000+ size Carrier               100,000
        b. 5,000,000+size Carrier                300,000
        c. 10,000,000+ size Carrier              500,000

f)   To be paid once, based on size of carrier. However, if multiple carriers go live within a three month period, the larger
     carrier applies, entitling the Consultant to purchase shares of common stock of the Company at the exercise price
     equivalent to the closing price of the Company‘s stock on February 16, 2010.

g)   When Echometrix Gross Revenue from the Text Messaging Product reaches the following milestones of cumulative
     revenue over a continuous 12 month period, a corresponding amount of fully vested stock options will be granted
        a. $2.5 million                        500,000
        b. $5.0 million                        500,000
        c. $10 million                         500,000
        d. $20 million                         500,000

h)   The specific terms and conditions of such Stock Options shall be set forth in a separate written Stock Option Agreements,
     entitling the Consultant to purchase shares of common stock of the Company at the exercise price equivalent to the closing
     price of the Company‘s stock on February 16, 2010.
                                                                                                                                 Exhibit 23.1

                                INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT

          We consent to the use in this Registration Statement on Form S-1, for ProText Mobility, Inc. and Subsidiaries of our report dated
March 30, 2011, relating to the consolidated balance sheets of ProText Mobility, Inc. and Subsidiaries as of December 31, 2010 and 2009, and
the related consolidated statements of operations, stockholders‘ deficit and cash flows for the years ended December 31, 2010 and 2009. We
also consent to the reference to us under the heading "Experts" in such Registration Statement.




/s/Sherb & Co.,      LLP
Sherb & Co., LLP
New York, NY
October 20, 2011