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<SEC-DOCUMENT>0001269678-07-000316.txt : 20071015
<SEC-HEADER>0001269678-07-000316.hdr.sgml : 20071015
<ACCEPTANCE-DATETIME>20071015150425
ACCESSION NUMBER:		0001269678-07-000316
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20071004
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20071015
DATE AS OF CHANGE:		20071015

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LOGICA HOLDINGS INC
		CENTRAL INDEX KEY:			0001282224
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PERSONAL SERVICES [7200]
		IRS NUMBER:				860787790

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-50621
		FILM NUMBER:		071171827

	BUSINESS ADDRESS:	
		STREET 1:		82 AVENUE ROAD
		STREET 2:		QUEENSLAND 4000
		CITY:			TORONTO
		STATE:			A6
		ZIP:			M5R 2H2
		BUSINESS PHONE:		416-929-5798

	MAIL ADDRESS:	
		STREET 1:		82 AVENUE ROAD
		STREET 2:		QUEENSLAND 4000
		CITY:			TORONTO
		STATE:			A6
		ZIP:			M5R 2H2

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MAXIMUM AWARDS INC
		DATE OF NAME CHANGE:	20040301
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>logica8k100407.txt
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) October 4, 2007

                              LOGICA HOLDINGS, Inc.
             (Exact name of registrant as specified in its charter)




           Nevada                         0-50621                86-0787790
(State or other jurisdiction     (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)

                      82 Avenue Road, Toronto, Ontario M5R
                                   2H2, Canada
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (416) 929-5798

             ------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



<PAGE>


Item 1.01         Entry into a Material Definitive Agreement.

         Pursuant to a Preferred Stock Purchase Agreement Between Logica
Holdings Inc. (the "Company") and T Squared Partners LLC, a Delaware limited
liability company and T Squared Investments LLC, a Delaware limited liability
company (T Squared Partners and T Squared Investments are collectively referred
to herein as the "Investors"), dated October 4, 2007, the Company received gross
proceeds of $250,000 (the "Purchase Price") in consideration of the issuance of
250,000 shares of Series A Convertible Preferred Stock and Warrants, exercisable
to purchase up to 3,650,000 shares of the Company's common stock to the
Investors. Pursuant to the Preferred Stock Purchase Agreement, the Company
disbursed $15,000 of the Purchase Price at closing to the Investors for due
diligence expenses. The remaining proceeds shall be used by the Company for
working capital purposes.

         Under the Preferred Stock Purchase Agreement, the Investors have been
given the right to participate in any subsequent funding by the Company on a pro
rata basis at 100% of the offering price. In addition, on October 25, 2007, the
Company has the right to require the Investors, and the Investors have the right
to purchase an additional $250,000 in preferred stock, convertible at $0.48 per
share. Except for the conversion price, the preferred stock will have the same
rights, covenants and warranties as the Series A Preferred Stock. In the event
that the Investors do not remit the $250,000 on or before October 25, 2007, the
Investors shall receive a 10-business day grace period. If by such time the
Investors have not remitted the funds to the Company, all Warrants issued under
the Preferred Stock Purchase Agreement shall be terminated. Under the terms of
the Preferred Stock Purchase Agreement, the Company has agreed to take action to
nominate representatives that would result in an independent board of directors
of the Company. If the Company fails to nominate such representatives within
four months of the date of the Preferred Stock Purchase Agreement, then the
Company shall pay the Investors in an amount equal to 24% of the Purchase Price
per annum, payable monthly in cash or preferred stock, at the option of the
Investors.

         Each share of Series A Convertible Preferred Stock is initially
convertible by the Investors into 2.5 shares of common stock or $0.40 per share.
Of the Warrants issued to the Investors, warrants to purchase 650,000 of common
stock are exercisable at $0.72 per share, warrants to purchase 1,500,000 are
exercisable at $1.00 per share and warrants to purchase 1,500,000 shares of
common stock are exercisable at $2.00 per share. The Warrants contain cashless
exercise provisions and are exercisable until October 4, 2011. The Investors
shall not be entitled to convert the Series A Preferred Stock into shares of
common stock or exercise Warrants that would result in beneficial ownership by
the Investors of more than 4.9% of the then outstanding number of shares of
common stock on such date.

         The Series A Preferred Stock shall have limited voting rights. Upon any
liquidation, dissolution or winding up of the Company, the holders of Series A
Preferred Stock shall be entitled to receive, out of the assets of the Company,
for each share of Series A Preferred stock in an amount equal to $1.00, before
any distribution or payment shall be made to the holders of any other securities
of the Company. As provided above, each share of Series A Preferred Stock is
initially convertible into 2.5 shares of common stock (the "Conversion Ratio"),
at the option of the holder, at any time. The Series A Preferred Stock is
subject to adjustment in the event of payment of stock dividends or stock
splits. In addition, at any time while shares of Series A Preferred Stock are
outstanding, the Company shall not issue any other preferred stock below $1.00
per share or any rights, options or warrants at a price per share less than the
Conversion Value. Conversion Value is defined as $0.40 per share, subject to
adjustment. The Conversion Value of the Series A Preferred Stock shall be
further adjusted in the event that within 24-months of the date of the Preferred
Stock Purchase Agreement, the Company closes on the sale of securities at a
price per share of common stock or with a conversion right to acquire stock at a
price per share of common stock that is less than the Conversion Value. In the


                                       1
<PAGE>

event the Company earns less than $0.154 per share as reported for the audited
fiscal year ended December 31, 2008, from continuing operations before any
non-cash items, the then current Conversion Value shall be reduced. The Warrant
exercise prices are also subject to adjustment if the Company fails to meet the
earnings per share projections.

         In accordance with the Preferred Stock Purchase Agreement and pursuant
to the Registration Rights Agreement, the Company has agreed to prepare and
file, with 30-days of the date of the Preferred Stock Purchase Agreement, a
registration statement with the Securities and Exchange Commission, covering the
resale of shares of common stock issuable upon conversion of the Series A
Preferred Stock and underlying the Warrants. If, after four months from the date
of the Preferred Stock Purchase Agreement, the Company does not register the
shares or if the registration statement is not declared effective, or if a
registration statement does not remain effective until two years from the date
of the Preferred Stock Purchase Agreement, then the Company shall issue the
Investors an additional 180,000 shares of Series A Preferred Stock for each day
the registration statement is not effective. However, in no event shall the
Company be required to issue in excess of 375,000 shares of common stock
underlying the Series A Preferred Stock for failure to comply with registration
requirements.

         The description of the Preferred Stock Purchase Agreement, Series A
Preferred Stock and Warrants set forth herein is qualified in its entirety by
the specific terms of the Preferred Stock Purchase Agreement, Series A Preferred
Stock Designation and Warrants, copies of which are attached hereto as Exhibits.

Item 3.02         Unregistered Sales of Equity Securities

         As disclosed above, on October 4, 2007, pursuant to the Preferred Stock
Purchas Agreement, the Company issued 250,000 shares of Series A Preferred Stock
and Warrants, exercisable at various prices, to purchase up to 3,650,000 shares
of common stock of the Company. The securities were issued pursuant to the
exemption provided under Section 4(2) of the Securities Act. Certificates
representing the securities contain a legend restricting their transferability
absent registration or applicable exemption. The Investors had access to current
information regarding the Company and had the ability to ask questions relating
to the Company.

Item 9.01         Financial Statements and Exhibits.

(d)      Exhibits.

         2.1      Preferred Stock Purchase Agreement Between Logica Holdings
                  Inc. and T Squared Partners LLC and T Squared Investments LLC
                  dated October 4, 2007

         4.1      Certificate of Designation of Series A Convertible Preferred
                  Stock

         4.2      Common Stock Purchase Warrant "A"

         4.3      Common Stock Purchase Warrant "B"

         4.4      Common Stock Purchase Warrant "C"

         4.5      Registration Rights Agreement dated October 4, 2007



                                       2
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

Date: October 15, 2007                     LOGICA HOLDINGS, INC.

                                           BY: /s/ Giuseppe Pino Baldassarre
                                               ------------------------------
                                               Giuseppe Pino Baldassarre
                                               Chief Executive Officer






                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>logica8k100407ex21.txt
<DESCRIPTION>PREFERRED STOCK PURCHASE AGREEMENT
<TEXT>


                       PREFERRED STOCK PURCHASE AGREEMENT

                                     BETWEEN

                              LOGICA HOLDINGS INC.

                                       AND

                             T SQUARED PARTNERS LLC

                                       AND

                            T SQUARED INVESTMENTS LLC

                       (COLLECTIVELY "T SQUARED PARTNERS")


                                      DATED


                                OCTOBER 4th, 2007





<PAGE>


                       PREFERRED STOCK PURCHASE AGREEMENT
                       ----------------------------------


          This PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is made and
entered into as of the 4th day of October, 2007 between Logica Holdings Inc., a
corporation organized and existing under the laws of the State of Nevada ("LGHL"
or the "Company") and T Squared Partners LLC, a Delaware limited liability
company, and T Squared Investments LLC, a Delaware limited liability company,
(collectively "T Squared Partners" or "Investor").


                             PRELIMINARY STATEMENT:
                             ----------------------

          WHEREAS, the Investor wishes to purchase from the Company, upon the
terms and subject to the conditions of this Agreement, Two Hundred and Fifty
Thousand (250,000) shares of preferred stock of the Company, with such preferred
stock being as described in the Certificate of Designations, Rights and
Preferences (the "Certificate of Designations") in substantially the form
attached hereto as Exhibit A (the "Preferred Stock") for the Purchase Price set
forth in Section 1.3.12 hereof. Subject to the limitations set forth herein and
in the Certificate of Designation, the Preferred Stock shall be initially
convertible into shares of common stock of the Company at any time at a
conversion price of Forty Cents ($0.40) per share (the "Conversion Value"). In
addition, the Company will issue to the Investor Common Stock Purchase Warrants
(the "Warrants") to purchase up to an additional Three Million Six Hundred and
Fifty Thousand (3,650,000) shares of common stock of the Company at exercise
prices as stated in the Warrants; and

         WHEREAS, the parties intend to memorialize the purchase and sale of
such Preferred Stock and the Warrants.

         NOW, THEREFORE, in consideration of the mutual covenants and premises
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby conclusively acknowledged, the parties hereto,
intending to be legally bound, agree as follows:

                                    ARTICLE I

                   INCORPORATION BY REFERENCE AND DEFINITIONS

1.1 Incorporation by Reference. The foregoing recitals and the Exhibits and
Schedules attached hereto and referred to herein, are hereby acknowledged to be
true and accurate, and are incorporated herein by this reference.

1.2 Superseder. This Agreement, to the extent that it is inconsistent with any
other instrument or understanding among the parties governing the affairs of the
Company, shall supersede such instrument or understanding to the fullest extent
permitted by law. A copy of this Agreement shall be filed at the Company's
principal office.

         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 1 OF 30
<PAGE>

1.3 Certain Definitions. For purposes of this Agreement, the following
capitalized terms shall have the following meanings (all capitalized terms used
in this Agreement that are not defined in this Article 1 shall have the meanings
set forth elsewhere in this Agreement):

         1.3.1    "1933 Act" means the Securities Act of 1933, as amended.

         1.3.2    "1934 Act" means the Securities Exchange Act of 1934, as
                   amended.

         1.3.3 "Affiliate" means a Person or Persons directly or indirectly,
through one or more intermediaries, controlling, controlled by or under common
control with the Person(s) in question. The term "control," as used in the
immediately preceding sentence, means, with respect to a Person that is a
corporation, the right to the exercise, directly or indirectly, of more than 50
percent of the voting rights attributable to the shares of such controlled
corporation and, with respect to a Person that is not a corporation, the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such controlled Person.

         1.3.4 "Articles" means the Certificate of Incorporation of the Company,
as the same may be amended from time to time.

         1.3.5 "Closing" shall mean the Closing of the transactions contemplated
by this Agreement on the Closing Date.

         1.3.6 "Closing Date" means the date on which the payment of the Initial
Purchase Price (as defined herein) by the Investor to the company is completed
pursuant to this Agreement to purchase the Preferred Stock and Warrants, which
shall occur on or before October 4th, 2007.

         1.3.7 "Common Stock" means shares of common stock of the Company, par
value $0.015 per share.

         1.3.8 "Exempt Issuance" means the issuance of (a) shares of Common
Stock or options to employees, officers, advisors or directors of the Company
pursuant to any stock or option plan duly adopted by a majority of the
non-employee members of the Board of Directors of the Company or a majority of
the members of a committee of non-employee directors established for such
purpose, (b) securities upon the exercise of or conversion of any securities
issued hereunder, and (c) securities issued pursuant to acquisitions or
strategic transactions, provided any such issuance shall only be to a Person
which is, itself or through its subsidiaries, an operating company in a business
synergistic with the business of the Company and in which the Company receives
benefits in addition to the investment of funds, but shall not include a
transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is investing in
securities.

         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 2 OF 30
<PAGE>

         1.3.9 "Material Adverse Effect" shall mean any adverse effect on the
business, operations, properties or financial condition of the Company that is
material and adverse to the Company and its subsidiaries and affiliates, taken
as a whole and/or any condition, circumstance, or situation that would prohibit
or otherwise materially interfere with the ability of the Company to perform any
of its material obligations under this Agreement or the Registration Rights
Agreement or to perform its obligations under any other material agreement.

         1.3.10 "Nevada Act" means the Nevada General Corporation Law, as
amended.

         1.3.11 "Person" means an individual, partnership, firm, limited
liability company, trust, joint venture, association, corporation, or any other
legal entity.

         1.3.12 "Initial Purchase Price" means the Two Hundred and Fifty
Thousand ($250,000) paid by the Investor to the Company for the Preferred Stock
and the Warrants.

         1.3.13 "Registration Rights Agreement" shall mean the registration
rights agreement between the Investor and the Company attached hereto as Exhibit
B.

         1.3.14 "Registration Statement" shall mean the registration statement
under the 1933 Act to be filed with the Securities and Exchange Commission for
the registration of the Shares pursuant to the Registration Rights Agreement
attached hereto as Exhibit B.

         1.3.15   "SEC" means the Securities and Exchange Commission.

         1.3.16 "SEC Documents" shall mean the Company's latest Form 10-K or
10-KSB as of the time in question, all Forms 10-Q or 10-QSB and 8-K filed
thereafter, and the Proxy Statement for its latest fiscal year as of the time in
question until such time as the Company no longer has an obligation to maintain
the effectiveness of a Registration Statement as set forth in the Registration
Rights Agreement.

         1.3.17 "Shares" shall mean, collectively, the shares of Common Stock of
the Company issued upon conversion of the Preferred Stock subscribed for
hereunder and those shares of Common Stock issuable to the Investor upon
exercise of the Warrants.

         1.3.18 "Subsequent Financing" shall mean any offer and sale of shares
of Preferred Stock or debt that is initially convertible into shares of Common
Stock or otherwise senior or superior to the Preferred Stock.

         1.3.19 "Transaction Documents" shall mean this Agreement, all Schedules
and Exhibits attached hereto and all other documents and instruments to be
executed and delivered by the parties in order to consummate the transactions
contemplated hereby, including, but not limited to the documents listed in
Sections 3.2 and 3.3 hereof.

         1.3.20 "Warrants" shall mean the Common Stock Purchase Warrants in the
form attached hereto Exhibit D.


         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 3 OF 30
<PAGE>

                                   ARTICLE II

          SALE AND PURCHASE OF LOGICA HOLDINGS INC. PREFERRED STOCK AND
                             WARRANTS PURCHASE PRICE

2.1      Sale of Preferred Stock and Issuance of Warrants.

         (a) Upon the terms and subject to the conditions set forth herein, and
in accordance with applicable law, the Company agrees to sell to the Investor,
and the Investor agrees to purchase from the Company, on the Closing Date
250,000 shares of Preferred Stock and the Warrants for the (the "Purchase
Price") of Two Hundred and Fifty Thousand Dollars ($250,000.00). The Purchase
Price shall be paid by the Investor to the Company on the Closing Date by a wire
transfer or check of the Purchase Price. The Company shall cause the Preferred
Stock and the Warrants to be issued to the Investor upon receipt of the Purchase
Price. The Company shall register the shares of Common Stock into which the
Preferred Stock is convertible pursuant to the terms and conditions of a
Registration Rights Agreement attached hereto as Exhibit B.

         (b) Each share of Preferred Stock shall initially be convertible by the
Investor into Two and a half (2.5) shares of Common Stock; provided, however,
that the Investor shall not be entitled to convert the Preferred Stock into
shares of Common Stock that would result in beneficial ownership by the Investor
and its affiliates of more than 4.9% of the then outstanding number of shares of
Common Stock on such date. For the purposes of the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3
thereunder.

         (c) Upon execution and delivery of this Agreement and the Company's
receipt of the Initial Purchase Price, the Company shall issue to the Investor
the Warrant to purchase an aggregate of Three Million Six Hundred and Fifty
Thousand shares of Common Stock at exercise prices as stated in the Warrants,
all pursuant to the terms and conditions of the form of Warrants attached hereto
as Exhibit C; provided, however, that the Investor shall not be entitled to
exercise the Warrants and receive shares of Common Stock that would result in
beneficial ownership by the Investor and its affiliates of more than 4.9% of the
then outstanding number of shares of Common Stock on such date. For the purposes
of the immediately preceding sentence, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13d-3 thereunder.

2.2 Initial Purchase Price. The Initial Purchase Price shall be delivered by the
Investor in the form of a check or wire transfer made payable to the Company in
United States Dollars from the Investor on the Closing Date.

         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 4 OF 30
<PAGE>

                                   ARTICLE III

                     CLOSING DATE AND DELIVERIES AT CLOSING

3.1 Closing Date. The closing of the transactions contemplated by this Agreement
(the "Closing"), unless expressly determined herein, shall be held at the
offices of the Company, at 5:00 P.M. local time, on the Closing Date or on such
other date and at such other place as may be mutually agreed by the parties,
including closing by facsimile with originals to follow.

3.2 Deliveries by the Company. In addition to and without limiting any other
provision of this Agreement, the Company agrees to deliver, or cause to be
delivered, the following:

     (a)  At or prior to Closing,  an executed  Agreement  with all exhibits and
          schedules attached hereto;
     (b)  At or  prior  to  Closing,  an  executed  Warrant  in the  name of the
          Investor in the form attached hereto as Exhibit C;
     (c)  The executed Registration Rights Agreement;
     (d)  Certifications in form and substance acceptable to the Company and the
          Investor  from  any  and  all  brokers  or  agents   involved  in  the
          transactions  contemplated  hereby as to the amount of  commission  or
          compensation  payable  to such  broker  or agent  as a  result  of the
          consummation  of the  transactions  contemplated  hereby  and from the
          Company or Investor,  as  appropriate,  to the effect that  reasonable
          reserves for any other commissions or compensation that may be claimed
          by any broker or agent have been set aside;
     (e)  Evidence of approval of the Board of  Directors  of the Company of the
          Transaction Documents and the transactions contemplated hereby;
     (f)  Certificate of the President and the Secretary of the Company that the
          Certificate of Designation has been adopted and filed;
     (g)  Certificate of Amendment to the  Certificate of  Incorporation  of the
          Company adopting the provision described in Section 6.18;
     (h)  Certificates  of Existence  or  Authority to Transact  Business of the
          Company issued by each of the Secretaries of State for Nevada;
     (i)  Stock  Certificate  in the name of Investor  evidencing  the Preferred
          Stock;
     (j)  Copies of all current executive employment agreements;
     (k)  All past and present  financing  documentation or other  documentation
          where stock could potentially be issued or issued as payment;
     (l)  All past and present litigation  documents and historical  financials;
          and
     (m)  Such other documents or certificates as shall be reasonably  requested
          by Investor or its counsel.

3.3 Deliveries by Investor. In addition to and without limiting any other
provision of this Agreement, the Investor agrees to deliver, or cause to be
delivered, the following:

     (a)  A deposit in the amount of the Investor Funds;


         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 5 OF 30
<PAGE>

     (b)  The  executed  Agreement  with all  Exhibits  and  Schedules  attached
          hereto;
     (c)  The executed Registration Rights Agreement;
     (d)  Such other documents or certificates as shall be reasonably  requested
          by the Company or its counsel.

In the event any document provided to the other party in Paragraphs 3.2 and 3.3
herein are provided by facsimile, the party shall forward an original document
to the other party within three (3) business days.

3.4 Further Assurances. The Company and the Investor shall, upon request, on or
after the Closing Date, cooperate with each other (specifically, the Company
shall cooperate with the Investor, and the Investor shall cooperate with the
Company) by furnishing any additional information, executing and delivering any
additional documents and/or other instruments and doing any and all such things
as may be reasonably required by the parties or their counsel to consummate or
otherwise implement the transactions contemplated by this Agreement.

3.5 Waiver. The Investor may waive any of the requirements of Section 3.2 of
this Agreement, and the Company at its discretion may waive any of the
provisions of Section 3.3 of this Agreement.


                                   ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES OF
                                   THE COMPANY

         The Company represents and warrants to the Investor as of the date
hereof and as of Closing (which warranties and representations shall survive the
Closing regardless of what examinations, inspections, audits and other
investigations the Investor has heretofore made or may hereinafter make with
respect to such warranties and representations) as follows:

4.1 Organization and Qualification. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada, and
has the requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as it is now being conducted and is duly
qualified to do business in any other jurisdiction by virtue of the nature of
the businesses conducted by it or the ownership or leasing of its properties,
except where the failure to be so qualified will not, when taken together with
all other such failures, have a Material Adverse Effect on the business,
operations, properties, assets, financial condition or results of operation of
the Company and its subsidiaries taken as a whole.

4.2 Articles of Incorporation and By-Laws. The complete and correct copies of
the Company's Articles and By-Laws, as amended or restated to date which have
been filed with the Securities and Exchange Commission are a complete and
correct copy of such document as in effect on the date hereof and as of the
Closing Date.


         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 6 OF 30
<PAGE>

4.3      Capitalization.

                  4.3.1 The authorized and outstanding capital stock of the
Company is set forth in The Company's Annual Report on Form 10-K, filed on May
15, 2007 with the Securities and Exchange Commission and updated on all
subsequent SEC Documents except as provided in the table in schedule 4.3.2. All
shares of capital stock have been duly authorized and are validly issued, and
are fully paid and no assessable, and free of preemptive rights.

                  4.3.2 As of the date of this Agreement, the authorized capital
stock of the Company consists of 100,000,000 shares of common Stock ($0.015 par
value) and 10.000.000 shares of preferred stock ($0.015 par value), of which
approximately 14,567,198 shares of common Stock are issued and outstanding. As
of Closing, following the issuance by the Company of the Preferred Stock to the
Investor, the authorized capital stock of the Company will consist of 18,456,074
shares of Common Stock ($0.015 par value) and 250,000 shares of preferred stock
($0.015 par value). As of Closing, the stock option holders will hold options to
purchase an aggregate of 625,000 shares of Common Stock. All outstanding shares
of capital stock have been duly authorized and are validly issued, and are fully
paid and non-assessable and free of preemptive rights. All shares of capital
stock described above to be issued have been duly authorized and when issued,
will be validly issued, fully paid and non-assessable and free of preemptive
rights. Schedule 4.3.2 hereby contains all shares and derivatives currently and
potentially outstanding. The Company hereby represents that any and all shares
and current potentially dilutive events have been included in Schedule 4.3.2,
including employment agreements, acquisition, consulting agreements, debts,
payments, financing or business relationships that could be paid in equity,
derivatives or resulting in additional equity issuances that could potentially
occur.

                  4.3.3 Except pursuant to this Agreement and as set forth in
Schedule 4.3 hereto, and as set forth in the Company's SEC Documents, filed with
the SEC, as of the date hereof and as of the Closing Date, there are not now
outstanding options, warrants, rights to subscribe for, calls or commitments of
any character whatsoever relating to, or securities or rights convertible into
or exchangeable for, shares of any class of capital stock of the Company, or
agreements, understandings or arrangements to which the Company is a party, or
by which the Company is or may be bound, to issue additional shares of its
capital stock or options, warrants, scrip or rights to subscribe for, calls or
commitment of any character whatsoever relating to, or securities or rights
convertible into or exchangeable for, any shares of any class of its capital
stock. The Company agrees to inform the Investors in writing of any additional
warrants granted prior to the Closing Date.

                  4.3.4 The Company on the Closing Date (i) will have full
right, power, and authority to sell, assign, transfer, and deliver, by reason of
record and beneficial ownership, to the Investor, the Company Shares hereunder,
free and clear of all liens, charges, claims, options, pledges, restrictions,
and encumbrances whatsoever and other than restrictions imposed under applicable
securities ; and (ii) upon conversion of the Preferred Stock or exercise of the
Warrants, the Investor will acquire good and marketable title to such Shares,
free and clear of all liens, charges, claims, options, pledges, restrictions,
and encumbrances whatsoever other than restrictions imposed under applicable
securities except as otherwise provided in this Agreement as to the limitation
on the voting rights of such Shares in certain circumstances.

         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 7 OF 30
<PAGE>

4.4 Authority. The Company has all requisite corporate power and authority to
execute and deliver this Agreement, the Preferred Stock, and the Warrants, to
perform its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement by the Company and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary corporate action and no other
corporate proceedings on the part of the Company is necessary to authorize this
Agreement or to consummate the transactions contemplated hereby except as
disclosed in this Agreement. This Agreement has been duly executed and delivered
by the Company and constitutes the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms.

4.5 No Conflict; Required Filings and Consents. The execution and delivery of
this Agreement by the Company does not, and the performance by the Company of
their respective obligations hereunder will not: (i) conflict with or violate
the Articles or By-Laws of the Company; (ii) conflict with, breach or violate
any federal, state, foreign or local law, statute, ordinance, rule, regulation,
order, judgment or decree (collectively, "Laws") in effect as of the date of
this Agreement and applicable to the Company; or (iii) result in any breach of,
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, give to any other entity any right of
termination, amendment, acceleration or cancellation of, require payment under,
or result in the creation of a lien or encumbrance on any of the properties or
assets of the Company pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which the Company is a party or by the Company or any of its
properties or assets is bound. Excluding from the foregoing are such violations,
conflicts, breaches, defaults, terminations, accelerations, creations of liens,
or incumbency that would not, in the aggregate, have a Material Adverse Effect.

4.6 Report and Financial Statements. The Company's Annual Report on Form 10-K,
filed on May 15, 2007 with the SEC contains the audited financial statements of
the Company. The Company has previously provided to the Investor the audited
financial statements of the Company as of December 31st, 2006, and for the six
months ended June 30th, 2007 (collectively, the "Financial Statements"). Each of
the balance sheets contained in or incorporated by reference into any such
Financial Statements (including the related notes and schedules thereto) fairly
presented the financial position of the Company, as of its date, and each of the
statements of income and changes in stockholders' equity and cash flows or
equivalent statements in such Financial Statements (including any related notes
and schedules thereto) fairly presents, changes in stockholders' equity and
changes in cash flows, as the case may be, of the Company, for the periods to
which they relate, in each case in accordance with United States generally
accepted accounting principles ("U.S. GAAP") consistently applied during the
periods involved, except in each case as may be noted therein, subject to normal
year-end audit adjustments in the case of unaudited statements. The books and
records of the Company have been, and are being, maintained in all material
respects in accordance with U.S. GAAP and any other applicable legal and
accounting requirements and reflect only actual transaction.

         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 8 OF 30
<PAGE>

4.7 Compliance with Applicable Laws. The Company is not in violation of, or, to
the knowledge of the Company is under investigation with respect to or has been
given notice or has been charged with the violation of any Law of a governmental
agency, except for violations which individually or in the aggregate do not have
a Material Adverse Effect.

4.8 Brokers. Except as set forth on Schedule 4.8, no broker, finder or
investment banker is entitled to any brokerage, finder's or other fee or
Commission in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of the Company.

4.9 SEC Documents. The Company acknowledges that the Company is a publicly held
company and has made available to the Investor after demand true and complete
copies of any requested SEC Documents. The Company has registered its Common
Stock pursuant to Section 12(d) [15(d)] of the 1934 Act, and the Common Stock is
quoted and traded on the OTC Bulletin Board of the National Association of
Securities Dealers, Inc. The Company has received no notice, either oral or
written, with respect to the continued quotation or trading of the Common Stock
on the OTC Bulletin Board. The Company has not provided to the Investor any
information that, according to applicable law, rule or regulation, should have
been disclosed publicly prior to the date hereof by the Company, but which has
not been so disclosed. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the 1934 Act, and rules and
regulations of the SEC promulgated thereunder and the SEC Documents did not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

4.10 Litigation. To the knowledge of the Company, no litigation, claim, or other
proceeding before any court or governmental agency is pending or to the
knowledge of the Company, threatened against the Company, the prosecution or
outcome of which may have a Material Adverse Effect.

4.11 Exemption from Registration. Subject to the accuracy of the Investor's
representations in Article V, except as required pursuant to the Registration
Rights Agreement, the sale of the Common Stock and Warrants by the Company to
the Investor will not require registration under the 1933 Act. When validly
converted in accordance with the terms of the Preferred Stock, and upon exercise
of the Warrants in accordance with their terms, the Shares underlying the
Preferred Stock and the Warrants will be duly and validly issued, fully paid,
and non-assessable. The Company is issuing the Preferred Stock and the Warrants
in accordance with and in reliance upon the exemption from securities
registration afforded, inter alia, by Rule 506 under Regulation D as promulgated
by the SEC under the 1933 Act, and/or Section 4(2) of the 1933 Act; provided,
however, that certain filings and registrations may be required under state
securities "blue sky" laws depending upon the residency of the Investor.

         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 9 OF 30
<PAGE>

4.12 No General Solicitation or Advertising in Regard to this Transaction.
Neither the Company nor any of its Affiliates nor, to the knowledge of the
Company, any Person acting on its or their behalf (i) has conducted or will
conduct any general solicitation (as that term is used in Rule 502(c) of
Regulation D as promulgated by the SEC under the 1933 Act) or general
advertising with respect to the sale of the Preferred Stock or Warrants, or (ii)
made any offers or sales of any security or solicited any offers to buy any
security under any circumstances that would require registration of the
Preferred Stock or Warrants, under the 1933 Act, except as required herein.

4.13 No Material Adverse Effect. Except as set forth in Schedule 4.13 attached
hereto, since August, 2007, no event or circumstance resulting in a Material
Adverse Effect has occurred or exists with respect to the Company. No material
supplier or customer has given notice, oral or written that it intends to cease
or reduce the volume of its business with the Company from historical levels.
Since June 30, 2007, no event or circumstance has occurred or exists with
respect to the Company or its businesses, properties, prospects, operations or
financial condition, that, under any applicable law, rule or regulation,
requires public disclosure or announcement prior to the date hereof by the
Company but which has not been so publicly announced or disclosed in writing to
the Investor.

4.14 Material Non-Public Information. The Company has not disclosed to the
Investors any material non-public information that (i) if disclosed, would
reasonably be expected to have a material effect on the price of the Common
Stock or (ii) according to applicable law, rule or regulation, should have been
disclosed publicly by the Company prior to the date hereof but which has not
been so disclosed.

4.15 Internal Controls And Procedures. The Company maintains books and records
and internal accounting controls which provide reasonable assurance that (i) all
transactions to which the Company or any subsidiary is a party or by which its
properties are bound are executed with management's authorization; (ii) the
recorded accounting of the Company's consolidated assets is compared with
existing assets at regular intervals; (iii) access to the Company's consolidated
assets is permitted only in accordance with management's authorization; and (iv)
all transactions to which the Company or any subsidiary is a party or by which
its properties are bound are recorded as necessary to permit preparation of the
financial statements of the Company in accordance with U.S. generally accepted
accounting principles.

4.16 Full Disclosure. No representation or warranty made by the Company in this
Agreement and no certificate or document furnished or to be furnished to the
Investor pursuant to this Agreement contains or will contain any untrue
statement of a material fact, or knowingly omits or will omit to state a
material fact necessary to make the statements contained herein or therein not
misleading.


         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 10 OF 30
<PAGE>


                                    ARTICLE V

                 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

The Investor represents and warrants to the Company that:

5.1 Organization and Standing of the Investor. The Investor is a limited
liability company duly formed, validly existing and in good standing under the
laws of the State of Delaware. The state in which any offer to purchase shares
hereunder was made or accepted by such Investor is the state shown as such
Investor's address. The Investor was not formed for the purpose of investing
solely in the Preferred Stock, the Warrants or the shares of Common Stock which
are the subject of this Agreement.

5.2 Authorization and Power. The Investor has the requisite power and authority
to enter into and perform this Agreement and to purchase the securities being
sold to it hereunder. The execution, delivery and performance of this Agreement
by the Investor and the consummation by the Investor of the transactions
contemplated hereby have been duly authorized by all necessary limited liability
company action where appropriate. This Agreement and the Registration Rights
Agreement have been duly executed and delivered by the Investor and at the
Closing shall constitute valid and binding obligations of the Investor
enforceable against the Investor in accordance with their terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, conservatorship, receivership or
similar laws relating to, or affecting generally the enforcement of, creditors'
rights and remedies or by other equitable principles of general application.

5.3 No Conflicts. The execution, delivery and performance of this Agreement and
the consummation by the Investor of the transactions contemplated hereby or
relating hereto do not and will not (i) result in a violation of such Investor's
charter documents or bylaws where appropriate or (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of any agreement, indenture or
instrument to which the Investor is a party, or result in a violation of any
law, rule, or regulation, or any order, judgment or decree of any court or
governmental agency applicable to the Investor or its properties (except for
such conflicts, defaults and violations as would not, individually or in the
aggregate, have a Material Adverse Effect on such Investor). The Investor is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to execute,
deliver or perform any of such Investor's obligations under this Agreement or to
purchase the securities from the Company in accordance with the terms hereof,
provided that for purposes of the representation made in this sentence, the
Investor is assuming and relying upon the accuracy of the relevant
representations and agreements of the Company herein.

         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 11 OF 30
<PAGE>

5.4 Financial Risks. The Investor acknowledges that such Investor is able to
bear the financial risks associated with an investment in the securities being
purchased by the Investor from the Company and that it has been given full
access to such records of the Company and the subsidiaries and to the officers
of the Company and the subsidiaries as it has deemed necessary or appropriate to
conduct its due diligence investigation. The Investor is capable of evaluating
the risks and merits of an investment in the securities being purchased by the
Investor from the Company by virtue of its experience as an investor and its
knowledge, experience, and sophistication in financial and business matters and
the Investor is capable of bearing the entire loss of its investment in the
securities being purchased by the Investor from the Company.

5.5 Accredited Investor. The Investor is (i) an "accredited investor" as that
term is defined in Rule 501 of Regulation D promulgated under the 1933 Act by
reason of Rule 501(a)(3) and (6), (ii) experienced in making investments of the
kind described in this Agreement and the related documents, (iii) able, by
reason of the business and financial experience of its officers (if an entity)
and professional advisors (who are not affiliated with or compensated in any way
by the Company or any of its affiliates or selling agents), to protect its own
interests in connection with the transactions described in this Agreement, and
the related documents, and (iv) able to afford the entire loss of its investment
in the securities being purchased by the Investor from the Company.

5.6 Brokers. Except as set forth in Schedule 4.8, no broker, finder or
investment banker is entitled to any brokerage, finders or other fee or
Commission in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of the Investor.

5.7 Knowledge of Company. The Investor and such Investor's advisors, if any,
have been, upon request, furnished with all materials relating to the business,
finances and operations of the Company and materials relating to the offer and
sale of the securities being purchased by the Investor from the Company. The
Investor and such Investor's advisors, if any, have been afforded the
opportunity to ask questions of the Company and have received complete and
satisfactory answers to any such inquiries.

5.8 Risk Factors. The Investor understands that such Investor's investment in
the securities being purchased by the Investor from the Company involves a high
degree of risk. The Investor understands that no United States federal or state
agency or any other government or governmental agency has passed on or made any
recommendation or endorsement of the securities being purchased by the Investor
from the Company. The Investor warrants that such Investor is able to bear the
complete loss of such Investor's investment in the securities being purchased by
the Investor from the Company.

5.9 Full Disclosure.  No representation or warranty made by the Investor in this
Agreement  and no  certificate  or document  furnished or to be furnished to the
Company pursuant to this Agreement contains or will contain any untrue statement
of a material  fact, or omits or will omit to state a material fact necessary to
make the statements  contained  herein or therein not misleading.  Except as set
forth or referred to in this Agreement,  Investor does not have any agreement or
understanding  with  any  person  relating  to  acquiring,  holding,  voting  or
disposing of any equity securities of the Company.

         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 12 OF 30
<PAGE>

5.10 Backgrounds  Checks.  Background checks have been completed and none of the
Officers or Directors of the Company have previous  charges  against them by the
SEC or have been banned from the securities industry for any reason. None of the
Officer or Directors  of the Company  have ever filed a bankruptcy  or have been
charged with a felony either personally or through an affiliated company.

5.11 Payment of Due  Diligence  Expenses.  At Closing of the initial Two Hundred
and Fifty Thousand Dollars ($250,000) the Company shall disperse to the Investor
Fifteen Thousand Dollars ($15,000.00) for due diligence expenses.  At Closing of
the second Two Hundred and Fifty Thousand  Dollars  ($250,000) the Company shall
disperse to the Investor Fifteen Thousand Dollars ($15,000.00) for due diligence
expenses..


                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

6.1 Registration Rights. The Company shall use reasonable and best efforts to
maintain the Registration Rights Agreement to remain in full force and effect
according to the provisions of the Registration Rights Agreement and the Company
shall comply in all material respects with the terms thereof.

6.2 Reservation of Common Stock. As of the date hereof, the Company has reserved
and the Company shall continue to reserve and keep available at all times, free
of preemptive rights, shares of Common Stock for the purpose of enabling the
Company to issue the shares of Common Stock underlying the Preferred Stock and
Warrants.

6.3 Compliance with Laws. The Company hereby agrees to comply in all material
respects with the Company's reporting, filing and other obligations under the
Laws.

6.4 Exchange Act Registration. The Company (a) will continue its obligation to
report to the SEC under the 1934 Act and will use its best efforts to comply in
all respects with its reporting and filing obligations under the 1934 Act, and
will not take any action or file any document (whether or not permitted by the
1934 Act or the rules thereunder) to terminate or suspend any such registration
or to terminate or suspend its reporting and filing obligations under the 1934
until the Investors have disposed of all of their Shares.

6.5 Corporate Existence; Conflicting Agreements. The Company will take all steps
reasonably necessary to preserve and continue the corporate existence of the
Company. The Company shall not enter into any agreement, the terms of which
agreement would restrict or impair the right or ability of the Company to
perform any of its obligations under this Agreement or any of the other
agreements attached as exhibits hereto.

         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 13 OF 30
<PAGE>

6.6 Listing, Securities Exchange Act of 1934 and Rule 144 Requirements. The
Company is required to maintain a listing on an exchange or the OTC Bulletin
Board and maintain their status as a Company regulated by Securities Exchange
Act of 1934 and if the Company is current currently listed on the Pink Sheets
the Company must be fully reporting per Rule 144 until such time as they are
regulated by the Securities Exchange Act of 1934. If for any time post Closing
the Company is no longer regulated by the Securities Exchange Act of 1934 and is
not a fully reporting Company, then the Company shall pay to the Investors as
liquidated damages and not as a penalty, two percent (2%) a month in cash or PIK
at the option of the Investor. Such damages shall cease at the time the Company
begins complying with the standards as mentioned above in Section 6.6.

6.7 Preferred Stock. On or prior to the Closing Date, the Company will cause to
be cancelled all outstanding preferred stock in the Company with the exceptions
of Preferred Stock issued to the Investor. For a period of two years from the
closing the Company will not issue any preferred stock of the Company below a
$1.00 per share with the exception of Preferred Stock issued to the Investor.

6.8 Convertible Debt. On or prior to the Closing Date, the Company will cause to
be cancelled all convertible debt in the Company. Except for the existing open
ended agreement at a conversion price of $0.50 with our current shareholder(s)
which does not violate any of the covenants in this agreement; for a period of
three months from the closing the Company will not issue any convertible debt
with any covenants that violate the terms of this agreement and unless the
conversion price is above One Dollar ($1.00) per share.

6.9 Reset Equity Deals. On or prior to the Closing Date, the Company will cause
to be cancelled any and all reset features related to any shares outstanding
that could result in additional shares being issued. For a period of five years
from the closing the Company will not enter into any transactions that have any
reset features that could result in additional shares being issued.

6.10 Share Issuances.  The Company has no other potentially  dilutive clauses in
any  agreements,  contracts  or  previous  share  issuances  that  have not been
disclosed to the Investor.

6.11 Independent Directors. Within four (4) months post closing the Company will
take action to nominate representatives that would result in an independent
board of the Company to be voted on by shareholder. If at any time after four
(4) months post Closing the board shall not have taken the steps to nominate
directors that would result in board to be voted on by shareholders, the Company
shall pay to the Investors, pro rata, as liquidated damages and not as a
penalty, an amount equal to twenty -four percent (24%) of the Purchase Price per
annum, payable monthly in cash or Preferred Stock at the option of the Investor.
The parties agree that the only damages payable for a violation of the terms of
this Agreement with respect to which liquidated damages are expressly provided
shall be such liquidated damages. Nothing shall preclude the Investor from
pursuing or obtaining specific performance or other equitable relief with


         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 14 OF 30
<PAGE>

respect to this Agreement. The parties hereto agree that the liquidated damages
provided for in this Section 6.11 constitute a reasonable estimate of the
damages that may be incurred by the Investor by reason of the failure of the
Company to appoint at least two independent directors in accordance with the
provision hereof.

6.12 Independent Directors Become Majority of Audit and Compensation Committees.
Within four (4) months post closing the Company will take action to nominate
representatives that would result in an independent board member representing
the Audit and Compensation Committees of the board of the Company to be voted on
by shareholder. If at any time after four (4) months post Closing the Company
has not nominated board members representing the Audit and Compensation
Committees of the board of the Company to be voted on by shareholders, the
Company shall pay to the Investors, pro rata, as liquidated damages and not as a
penalty, an amount equal to twenty -four percent (24%) of the Purchase Price per
annum, payable monthly in cash or Preferred Stock at the option of the Investor.
The parties agree that the only damages payable for a violation of the terms of
this Agreement with respect to which liquidated damages are expressly provided
shall be such liquidated damages. Nothing shall preclude the Investor from
pursuing or obtaining specific performance or other equitable relief with
respect to this Agreement. The parties hereto agree that the liquidated damages
provided for in this Section 6.12 constitute a reasonable estimate of the
damages that may be incurred by the Investor by reason of the failure of the
Company to appoint at least two independent directors in accordance with the
provision hereof.

6.13 Use of Proceeds. The Company will use the proceeds from the sale of the
Preferred Stock and the Warrants (excluding amounts paid by the Company for
legal and administrative fees in connection with the sale of such securities)
for general working capital and acquisitions.

6.14 Right of First Refusal. For a period two years from the date of the
Closing, the Investor shall have the right to participate in any subsequent
funding by the Company on a pro rata basis at one hundred percent (100%) of the
offering price.

6.15 Price Adjustment. From the date hereof based on the number of Preferred
Shares held at that time, until such time as the no Purchaser holds any of the
Securities the Company closes on the sale of a note or notes, shares of Common
Stock, or shares of any class of Preferred Stock at a price per share of Common
Stock, or with a conversion right to acquire Common Stock at a price per share
of Common Stock, that is less than the Conversion Price (as adjusted to the
capitalization per share as of the Closing Date, following any stock splits,
stock dividends, or the like) (collectively, the "Subsequent Conversion Price"),
the Company shall make a post-Closing adjustment in the Conversion Price of the
shares held at that time so that the effective price per share paid by the
Investor is reduced to being equivalent to such lower conversion price after
taking into account any prior conversions of the Preferred Stock and/or
exercises of the Warrant. This provision shall not apply to any Exempt
Issuances.

         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 15 OF 30
<PAGE>

6.16 Price Adjustment Based on Earnings Per Share. In the event the Company
earns between $0.154 and $0.077 (50% Decline) per share (where such earnings in
this paragraph shall always be defined as earnings on a pre tax fully diluted
basis (including dilution from any options, warrants and convertible securities)
as reported for the audited fiscal year ended December 31, 2008 from continuing
operations before any non-cash items the then current Conversion Price to the
Investor at the time the audited numbers are reported to the SEC shall be
decrease proportionately by 0% if the pre tax earnings are $0.154 per share or
greater and by 50% if the pre tax earnings are $0.077 per share (50% decrease).
For example if the earnings are $0.123 per share or less (20% Decline) then the
then current Conversion Price to the investor shall be reduced by 20%. Such
adjustment shall be made automatically within five business days of the audited
numbers being reported to the SEC. In the event the Company earns below
$0.00025, or has a loss, the warrant exercise price shall be reduced to a
maximum of 50% of the exercise price.

6.17 Insider Selling. The earliest any "Insiders" can start selling their shares
shall be one year from Closing, but can not sell below $2.00 per share for the
first two years post closing. Insiders shall include all officers and directors
of the Company. The managing members of the Investor and the Investor shall not
be considered "Insiders".

6.18 Employment Contracts. For five years after the Closing Company must have a
unanimous opinion from the Compensation Committee of the Board of Directors that
any awards other than salary are usual, appropriate and reasonable for any
officer or director holding a similar position in other fully reporting public
companies with independent majority boards with similar market capitalizations
in the same industry with securities listed on the OTCBB, ASE, NYSE or NASDAQ.

6.19 Subsequent Equity Sales. From the date hereof until five years from the
date of closing the Company shall be prohibited from effecting or entering into
an agreement to affect any Subsequent Financing involving a "Variable Rate
Transaction" or an "MFN Transaction" (each as defined below). The term "Variable
Rate Transaction" shall mean a transaction in which the Company issues or sells
(i) any debt or equity securities that are convertible into, exchangeable or
exercisable for, or include the right to receive additional shares of Common
Stock either (A) at a conversion, exercise or exchange rate or other price that
is based upon and/or varies with the trading prices of or quotations for the
shares of Common Stock at any time after the initial issuance of such debt or
equity securities, or (B) with a conversion, exercise or exchange price that is
subject to being reset at some future date after the initial issuance of such
debt or equity security or upon the occurrence of specified or contingent events
directly or indirectly related to the business of the Company or the market for
the Common Stock. The term "MFN Transaction" shall mean a transaction in which
the Company issues or sells any securities in a capital raising transaction or
series of related transactions which grants to an investor the right to receive
additional shares based upon future transactions of the Company on terms more
favorable than those granted to such investor in such offering. Any Purchaser
shall be entitled to obtain injunctive relief against the Company to preclude
any such issuance, which remedy shall be in addition to any right to collect
damages. Notwithstanding the foregoing, this Section 6.18 shall not apply in
respect of an Exempt Issuance, except that no Variable Rate Transaction or MFN
Transaction shall be an Exempt Issuance. But in all cases excluding any
adjustments for stock splits, stock dividends, recapitalization and other
similar adjustments.

         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 16 OF 30
<PAGE>

6.20 Stock Splits.  All forward and reverse stock splits shall affect all equity
and derivative holders proportionately.

6.21 Company Put Right. The Company has the right to force the Investor, and the
Investor has the right, to purchase an additional $250,000 in Preferred Stock
convertible the Company at $0.48 per share on October 25th, 2007. The Preferred
Stock will have the same rights, covenants and warranties as the initial
Preferred Stock. Should the Investor not remit the $250,000 on or before October
25, 2007, the Investor shall receive a ten (10) business day grace period. If by
such time, the Investor has not remitted the funds to the Company, any and all
Warrants issued or to be issued to the Investor under this Agreement shall
immediately terminate and be of no force and affect. The shares issuable upon
conversion of the Preferred Stock is to be included in the registration
statement to be filed per the Registration Rights Agreement and have the same
rights and warranties per the Registration Rights Agreement.


                                   ARTICLE VII

                            COVENANTS OF THE INVESTOR

7.1 Compliance with Law. The Investor's trading activities with respect to
shares of the Company's Common Stock will be in compliance with all applicable
state and federal securities laws, rules and regulations and rules and
regulations of any public market on which the Company's Common Stock is listed.

7.2 Transfer Restrictions. The Investor's acknowledge that (1) the Preferred
Stock, Warrants and shares underlying the Preferred Stock and Warrants have not
been registered under the provisions of the 1933 Act, and may not be transferred
unless (A) subsequently registered thereunder or (B) the Investor shall have
delivered to the Company an opinion of counsel, reasonably satisfactory in form,
scope and substance to the Company, to the effect that the Preferred Stock,
Warrants and shares underlying the Notes and Warrants to be sold or transferred
may be sold or transferred pursuant to an exemption from such registration; and
(2) any sale of the Preferred Stock, Warrants and shares underlying the
Preferred Stock and Warrants made in reliance on Rule 144 promulgated under the
1933 Act may be made only in accordance with the terms of said Rule and further,
if said Rule is not applicable, any resale of such securities under
circumstances in which the seller, or the person through whom the sale is made,
may be deemed to be an underwriter, as that term is used in the 1933 Act, may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder.

         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 17 OF 30
<PAGE>

7.3 Restrictive Legend. The Investor acknowledges and agrees that the Preferred
Stock, the Warrants and the Shares underlying the Preferred Stock and Warrants,
and, until such time as the Shares underlying the Preferred Stock and Warrants
have been registered under the 1933 Act and sold in accordance with an effective
Registration Statement, certificates and other instruments representing any of
the Shares, shall bear a restrictive legend in substantially the following form
(and a stop-transfer order may be placed against transfer of any such
securities):

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES
         NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
         OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT
         THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
         SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION
         S, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
         SECURITIES ACT."

7.4 Amendment to Certificate of Incorporation. Investor hereby agrees to vote
any shares of capital stock that it may own directly or beneficially, for the
amendment to the Certificate of Incorporation referenced in Section 6.20.
Pending adoption of such amendment, Investor hereby agrees for itself and its
successors and assigns that neither this Section 7.4 or Section 6.20 above, or
any restriction on exercise of the Warrant shall be amended, modified or waived
without the consent of the holders of a majority of the shares of Common Stock
held by Persons who are not Affiliates of the Company, or the Investor or
Affiliates of the Investor.


                                  ARTICLE VIII

                CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS

         The obligation of the Company to consummate the transactions
contemplated hereby shall be subject to the fulfillment, on or prior to Closing
Date, of the following conditions:

8.1 No Termination.  This Agreement  shall not have been terminated  pursuant to
Article X hereof.

8.2 Representations True and Correct. The representations and warranties of the
Investor contained in this Agreement shall be true and correct in all material
respects on and as of the Closing Date with the same force and effect as if made
on as of the Closing Date.

8.3 Compliance with Covenants. The Investor shall have performed and complied in
all material respects with all covenants, agreements, and conditions required by
this Agreement to be performed or complied by it prior to or at the Closing
Date.

8.4 No Adverse Proceedings. On the Closing Date, no action or proceeding shall
be pending by any public authority or individual or entity before any court or
administrative body to restrain, enjoin, or otherwise prevent the consummation
of this Agreement or the transactions contemplated hereby or to recover any
damages or obtain other relief as a result of the transactions proposed hereby.

         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 18 OF 30
<PAGE>

                                   ARTICLE IX

                 CONDITIONS PRECEDENT TO INVESTOR'S OBLIGATIONS

         The obligation of the Investors to consummate the transactions
contemplated hereby shall be subject to the fulfillment, on or prior to Closing
Date unless specified otherwise, of the following conditions:

9.1 No Termination.  This Agreement  shall not have been terminated  pursuant to
Article X hereof.

9.2 Representations True and Correct. The representations and warranties of the
Company contained in this Agreement shall be true and correct in all material
respects on and as of the Closing Date with the same force and effect as if made
on as of the Closing Date.

9.3 Compliance with Covenants . The Company shall have performed and complied in
all material respects with all covenants, agreements, and conditions required by
this Agreement to be performed or complied by it prior to or at the Closing
Date.

9.4 No Adverse Proceedings. On the Closing Date, no action or proceeding shall
be pending by any public authority or individual or entity before any court or
administrative body to restrain, enjoin, or otherwise prevent the consummation
of this Agreement or the transactions contemplated hereby or to recover any
damages or obtain other relief as a result of the transactions proposed hereby.



                                    ARTICLE X

                        TERMINATION, AMENDMENT AND WAIVER

10.1     Termination. This Agreement may be terminated at any time prior to the
Closing Date

         10.1.1   by mutual written consent of the Investor and the Company;

         10.1.2 by the Company upon a material breach of any representation,
warranty, covenant or agreement on the part of the Investor set forth in this
Agreement, or the Investor upon a material breach of any representation,
warranty, covenant or agreement on the part of the Company set forth in this
Agreement, or if any representation or warranty of the Company or the Investor,
respectively, shall have become untrue, in either case such that any of the
conditions set forth in Article VIII or Article IX hereof would not be satisfied
(a "Terminating Breach"), and such breach shall, if capable of cure, not have
been cured within five (5) business days after receipt by the party in breach of
a notice from the non-breaching party setting forth in detail the nature of such
breach.

         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 19 OF 30
<PAGE>

10.2 Effect of Termination. Except as otherwise provided herein, in the event of
the termination of this Agreement pursuant to Section 10.1 hereof, there shall
be no liability on the part of the Company or the Investor or any of their
respective officers, directors, agents or other representatives and all rights
and obligations of any party hereto shall cease; provided that in the event of a
Terminating Breach, the breaching party shall be liable to the non-breaching
party for all costs and expenses incurred by the non-breaching party not to
exceed $50,000.00.

10.3  Amendment.  This  Agreement may be amended by the parties  hereto any time
prior to the  Closing  Date by an  instrument  in writing  signed by the parties
hereto.

10.4 Waiver. At any time prior to the Closing Date, the Company or the Investor,
as appropriate, may: (a) extend the time for the performance of any of the
obligations or other acts of other party or; (b) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto which have been made to it or them; or (c) waive compliance with
any of the agreements or conditions contained herein for its or their benefit.
Any such extension or waiver shall be valid only if set forth in an instrument
in writing signed by the party or parties to be bound hereby.


                                   ARTICLE XI

                               GENERAL PROVISIONS

11.1 Transaction Costs. Except as otherwise provided herein, each of the parties
shall pay all of his or its costs and expenses (including attorney fees and
other legal costs and expenses and accountants' fees and other accounting costs
and expenses) incurred by that party in connection with this Agreement;
provided, the Company shall pay Investor such due diligence expenses as
described in section 5.10.

11.2 Indemnification. The Investor agrees to indemnify, defend and hold the
Company (following the Closing Date) and its officers and directors harmless
against and in respect of any and all claims, demands, losses, costs, expenses,
obligations, liabilities or damages, including interest, penalties and
reasonable attorney's fees, that it shall incur or suffer, which arise out of or
result from any breach of this Agreement by such Investor or failure by such
Investor to perform with respect to any of its representations, warranties or
covenants contained in this Agreement or in any exhibit or other instrument
furnished or to be furnished under this Agreement. The Company agrees to
indemnify, defend and hold the Investor harmless against and in respect of any
and all claims, demands, losses, costs, expenses, obligations, liabilities or
damages, including interest, penalties and reasonable attorney's fees, that it
shall incur or suffer, which arise out of, result from or relate to any breach


         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 20 OF 30
<PAGE>

of this Agreement or failure by the Company to perform with respect to any of
its representations, warranties or covenants contained in this Agreement or in
any exhibit or other instrument furnished or to be furnished under this
Agreement. In no event shall the Company or the Investors be entitled to recover
consequential or punitive damages resulting from a breach or violation of this
Agreement nor shall any party have any liability hereunder in the event of gross
negligence or willful misconduct of the indemnified party. In the event of a
breach of this Agreement by the Company, the Investor shall be entitled to
pursue a remedy of specific performance upon tender into the Court an amount
equal to the Purchase Price hereunder. The indemnification by the Investor shall
be limited to $50,000.00.

11.3 Headings. The table of contents and headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

11.4 Entire Agreement. This Agreement (together with the Schedule, Exhibits,
Warrants and documents referred to herein) constitute the entire agreement of
the parties and supersede all prior agreements and undertakings, both written
and oral, between the parties, or any of them, with respect to the subject
matter hereof.

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

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

                           82 Avenue Road,
                           Toronto,
                           Ontario M5R 2H2,
                           Canada
                           Attn. Enzo Taddei

                           If to the Investor:
                           ------------------

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

11.6 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy, all
other conditions and provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the


         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 21 OF 30
<PAGE>

transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any such term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that the transactions contemplated hereby are fulfilled to the extent
possible.

11.7 Binding Effect. All the terms and provisions of this Agreement whether so
expressed or not, shall be binding upon, inure to the benefit of, and be
enforceable by the parties and their respective administrators, executors, legal
representatives, heirs, successors and assignees.

11.8 Preparation of Agreement. This Agreement shall not be construed more
strongly against any party regardless of who is responsible for its preparation.
The parties acknowledge each contributed and is equally responsible for its
preparation.

11.9  Governing  Law.  This  Agreement  shall be governed  by, and  construed in
accordance  with,  the laws of the State of New York,  without  giving effect to
applicable principles of conflicts of law.

11.10 Jurisdiction. This Agreement shall be exclusively governed by and
construed in accordance with the laws of the State of New York. If any action is
brought among the parties with respect to this Agreement or otherwise, by way of
a claim or counterclaim, the parties agree that in any such action, and on all
issues, the parties irrevocably waive their right to a trial by jury. Exclusive
jurisdiction and venue for any such action shall be the Federal Courts serving
the State of New York. In the event suit or action is brought by any party under
this Agreement to enforce any of its terms, or in any appeal there from, it is
agreed that the prevailing party shall be entitled to reasonable attorneys fees
to be fixed by the arbitrator, trial court, and/or appellate court.

11.11 Preparation and Filing of Securities and Exchange Commission filings. The
Investor shall reasonably assist and cooperate with the Company in the
preparation of all filings with the SEC after the Closing Date due after the
Closing Date.

11.12 Further Assurances, Cooperation. Each party shall, upon reasonable request
by the other party, execute and deliver any additional documents necessary or
desirable to complete the transactions herein pursuant to and in the manner
contemplated by this Agreement. The parties hereto agree to cooperate and use
their respective best efforts to consummate the transactions contemplated by
this Agreement.

11.13 Survival. The representations, warranties, covenants and agreements made
herein shall survive the Closing of the transaction contemplated hereby.

         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 22 OF 30
<PAGE>

11.14 Third Parties. Except as disclosed in this Agreement, nothing in this
Agreement, whether express or implied, is intended to confer any rights or
remedies under or by reason of this Agreement on any persons other than the
parties hereto and their respective administrators, executors, legal
representatives, heirs, successors and assignees. Nothing in this Agreement is
intended to relieve or discharge the obligation or liability of any third
persons to any party to this Agreement, nor shall any provision give any third
persons any right of subrogation or action over or against any party to this
Agreement.

11.15 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay
on the part of any party hereto in the exercise of any right hereunder shall
impair such right or be construed to be a waiver of, or acquiescence in, any
breach of any representation, warranty, covenant or agreement herein, nor shall
nay single or partial exercise of any such right preclude other or further
exercise thereof or of any other right. All rights and remedies existing under
this Agreement are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

11.16 Counterparts.  This Agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed  shall be deemed to be an  original,  but all of which  taken  together
shall  constitute one and the same agreement.  A facsimile  transmission of this
signed Agreement shall be legal and binding on all parties hereto.




                         [SIGNATURES ON FOLLOWING PAGE]



         PREFERRED STOCK PURCHASE AGREEMENT BETWEEN LOGICA HOLDINGS INC.
            AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC
                                  PAGE 23 OF 30
<PAGE>


         IN WITNESS WHEREOF, the Investors and the Company have as of the date
first written above executed this Agreement.

THE COMPANY:


LOGICA HOLDINGS INC.


Enzo Taddei

By: Logica Holdings Inc
Title: Chief Financial Officer


INVESTOR:

T Squared Partners LLC
By:  T Squared Capital LLC, its General Partners


- --------------------------------
Thomas M.Sauve
Managing Member
1325 Sixth Avenue, Floor 28
New York NY 10019


INVESTOR:

T Squared Investments LLC
By:  T Squared Capital LLC, its Managing Member


- --------------------------------
Thomas M.Sauve
Managing Member
1325 Sixth Avenue, Floor 28
New York NY 10019



<PAGE>
<TABLE>
<CAPTION>



                                   Schedule A
                                   ----------





                                                   NUMBER OF SHARES
                                                    OF COMMON STOCK
                                    AMOUNT OF    INTO WHICH PREFERRED    NUMBER OF SHARES
NAME AND ADDRESS                    INVESTMENT   STOCK IS CONVERTIBLE   UNDERLYING WARRANTS
- ----------------                    ----------   --------------------   -------------------
<S>                                 <C>          <C>                    <C>

T Squared Capital LLC
1325 Sixth Avenue, Floor 28
New York, New York 10019             $250,000           625,000              3,650,000
Attn: Thomas M. Sauve


Additional Investment Obligation
- --------------------------------

T Squared Capital LLC                $250,000           520,833
1325 Sixth Avenue, Floor 28
New York, New York 10019
Attn: Thomas M. Sauve


</TABLE>




<PAGE>




                                    Exhibit A
                                    ---------

    Form of Certificate of Designation of Preferences, Rights and Limitations
    -------------------------------------------------------------------------


<PAGE>



                                    Exhibit B
                                    ---------

                          Registration Rights Agreement
                          -----------------------------





<PAGE>



                                    Exhibit C
                                    ---------

                                    Warrants
                                    --------




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>logica8k100407ex41.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION
<TEXT>

                              LOGICA HOLDINGS INC.

                   CERTIFICATE OF DESIGNATIONS OF PREFERENCES,
                             RIGHTS AND LIMITATIONS
                     OF SERIES A CONVERTIBLE PREFERRED STOCK


         The undersigned, Giuseppe Pino Baldassarre and Enzo Taddei, do hereby
certify that:

         1.  They are the  President  and  Secretary,  respectively,  of  Logica
Holdings, Inc. a Nevada corporation (the "Company").


         2. The Company is authorized to issue Ten Million  (10,000,000)  shares
of preferred stock, none of which have been previously issued.

         3.  The  following  resolutions  were  duly  adopted  by the  Board  of
Directors:

         WHEREAS, the Certificate of Incorporation of the Company provides for a
class of its authorized stock known as preferred stock, comprised of 10,000,000
shares, $0.001 par value per share, issuable from time to time in one or more
series;

         WHEREAS, the Board of Directors of the Company is authorized to fix the
dividend rights, dividend rate, voting rights, conversion rights, rights and
terms of redemption and liquidation preferences of any wholly unissued series of
preferred stock and the number of shares constituting any Series and the
designation thereof, of any of them; and

         WHEREAS, it is the desire of the Board of Directors of the Company,
pursuant to its authority as aforesaid, to fix the rights, preferences,
restrictions and other matters relating to a series of the preferred stock,
which shall consist of up to 250,000 shares of series A preferred stock which
the Company has the authority to issue, as follows:

         NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby
provide for the issuance of a series of preferred stock for cash or exchange of
other securities, rights or property and does hereby fix and determine the
rights, preferences, restrictions and other matters relating to such series of
preferred stock as follows:


                            TERMS OF PREFERRED STOCK

         Section 1. Definitions. Capitalized terms used and not otherwise
defined herein that are defined in the Purchase Agreement (as defined below)
shall have the meanings given such terms in the Purchase Agreement. For the
purposes hereof, the following terms shall have the following meanings:


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 1 OF 17

<PAGE>


                  "Bankruptcy Event" means any of the following events: (a) the
         Company or any Significant Subsidiary (as such term is defined in Rule
         1.02(s) of Regulation S-X) thereof commences a case or other proceeding
         under any bankruptcy, reorganization, arrangement, adjustment of debt,
         relief of debtors, dissolution, insolvency or liquidation or similar
         law of any jurisdiction relating to the Company or any Significant
         Subsidiary thereof; (b) there is commenced against the Company or any
         Significant Subsidiary thereof any such case or proceeding that is not
         dismissed within 60 days after commencement; (c) the Company or any
         Significant Subsidiary thereof is adjudicated insolvent or bankrupt or
         any order of relief or other order approving any such case or
         proceeding is entered; (d) the Company or any Significant Subsidiary
         thereof suffers any appointment of any custodian or the like for it or
         any substantial part of its property that is not discharged or stayed
         within 60 days; (e) the Company or any Significant Subsidiary thereof
         makes a general assignment for the benefit of creditors; (f) the
         Company or any Significant Subsidiary thereof calls a meeting of its
         creditors with a view to arranging a composition, adjustment or
         restructuring of its debts; or (g) the Company or any Significant
         Subsidiary thereof, by any act or failure to act, expressly indicates
         its consent to, approval of or acquiescence in any of the foregoing or
         takes any corporate or other action for the purpose of effecting any of
         the foregoing.

                  "Closing Date" means the date on which the payment of the
         Purchase Price (as defined herein) by the Investor to the company is
         completed pursuant to this Agreement to purchase the Preferred Stock
         and Warrants, which shall occur on or before October 4th, 2007.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" means the Company's common stock, par value
         $0.015 per share, and stock of any other class into which such shares
         may hereafter have been reclassified or changed.

                  "Common Stock Equivalents" means any securities of the Company
         or the Subsidiaries which would entitle the holder thereof to acquire
         at any time Common Stock, including without limitation, any debt,
         preferred stock, rights, options, warrants or other instrument that is
         at any time convertible into or exchangeable for, or otherwise entitles
         the holder thereof to receive, Common Stock.

                  "Conversion Date" shall have the meaning set forth in Section
6(a).

                  "Conversion Ratio" shall have the meaning set forth in Section
6(a).

                  "Conversion Value" shall have the meaning set forth in Section
6(a).

                  "Conversion Shares" means, collectively, the shares of Common
         Stock into which the shares of Series A Preferred Stock are convertible
         in accordance with the terms hereof.


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 2 OF 17

<PAGE>


                  "Conversion Shares Registration Statement" means a
         registration statement that meets the requirements of the Registration
         Rights Agreement and registers the resale of all Conversion Shares by
         the Holder, who shall be named as a "selling stockholder" thereunder,
         all as provided in the Registration Rights Agreement.

                  "Dilutive Issuance" shall have the meaning set forth in
         Section 7(b) hereof.

                  "Effective Date" means the date that the Conversion Shares
         Registration Statement is declared effective by the Commission.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended.

                  "Exempt Issuance" means the issuance of (a) shares of Common
         Stock or options to employees, officers or directors of the Company
         pursuant to any stock or option plan duly adopted by a majority of the
         non-employee members of the Board of Directors of the Company or a
         majority of the members of a committee of non-employee directors
         established for such purpose, (b) securities upon the exercise of or
         conversion of any securities issued hereunder, and of any convertible
         securities, options or warrants issued and outstanding on the date of
         this Certificate of Designations, provided that such securities have
         not been amended since the date of this Certificate of Designations to
         increase the number of such securities, and (c) securities issued
         pursuant to acquisitions or strategic transactions, provided any such
         issuance shall only be to a Person which is, itself or through its
         subsidiaries, an operating company in a business synergistic with the
         business of the Company and in which the Company receives benefits in
         addition to the investment of funds, but shall not include a
         transaction in which the Company is issuing securities primarily for
         the purpose of raising capital or to an entity whose primary business
         is investing in securities.

                  "Fundamental  Transaction" shall have the meaning set forth in
         Section 7(f)(iv) hereof.

                  "Holder"  shall have the meaning  given such term in Section 2
         hereof.

                  "Junior Securities" means the Common Stock and all other
         equity or equity equivalent securities of the Company other than those
         securities that are explicitly senior in rights or liquidation
         preference to the Series A Preferred Stock.

                  "Original Issue Date" shall mean the date of the first
         issuance of any shares of the Series A Preferred Stock regardless of
         the number of transfers of any particular shares of Series A Preferred
         Stock and regardless of the number of certificates which may be issued
         to evidence such Series A Preferred Stock.

                  "Person" means a Company, an association, a partnership, a
         limited liability company, a business association, an individual, a
         government or political subdivision thereof or a governmental agency.

                  "Purchase Agreement" means the Preferred Stock Purchase
         Agreement, dated as of the October 4th, 2007, to which the Company and
         the original Holders are parties, as amended, modified or supplemented
         from time to time in accordance with its terms, a copy of which is on
         file at the principal offices of the Company.


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 3 OF 17

<PAGE>


                  "Registration Rights Agreement" means the Registration Rights
         Agreement, dated as of the Closing Date, to which the Company and the
         original Holder are parties, as amended, modified or supplemented from
         time to time in accordance with its terms.

                  "Securities Act" means the Securities Act of 1933, as amended,
         and the rules and regulations promulgated thereunder.

                  "Series A Preferred Stock" shall have the meaning set forth in
         Section 2.

                  "Subscription Amount" shall mean the Two Hundred and Fifty
         Thousand Dollars ($250,000.00) to be paid for the Preferred Stock
         purchased pursuant to the Purchase Agreement, in United States Dollars
         and in immediately available funds.

                  "Subsidiary" shall mean a Company, limited liability company,
         partnership, joint venture or other business entity of which the
         Company owns beneficially or of record more than 19% of the equity
         interest.

                  "Trading Day" means a day on which the Common Stock is traded
         on a Trading Market.

                  "Trading Market" means the following markets or exchanges on
         which the Common Stock is listed or quoted for trading on the date in
         question: the Nasdaq SmallCap Market, the American Stock Exchange, the
         New York Stock Exchange, the Nasdaq National Market or the OTC Bulletin
         Board.

                  "Transaction Documents" shall have the meaning set forth in
         the Purchase Agreement.

                  "VWAP" means, for any date, the price determined by the first
         of the following clauses that applies: (a) if the Common Stock is then
         listed or quoted on a Trading Market, the daily volume weighted average
         price of the Common Stock for such date (or the nearest preceding date)
         on the primary Trading Market on which the Common Stock is then listed
         or quoted as reported by Bloomberg Financial L.P. (based on a Trading
         Day from 9:30 a.m. EST to 4:02 p.m. Eastern Time) using the VAP
         function; (b) if the Common Stock is not then listed or quoted on the
         Trading Market and if prices for the Common Stock are then reported in
         the "Pink Sheets" published by the National Quotation Bureau
         Incorporated (or a similar organization or agency succeeding to its
         functions of reporting prices), the most recent bid price per share of
         the Common Stock so reported; or (c) in all other cases, the fair
         market value of a share of Common Stock as determined by a nationally
         recognized-independent appraiser selected in good faith by Purchasers
         holding a majority of the principal amount of Series A Preferred Stock
         then outstanding.


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 4 OF 17

<PAGE>


         Section 2. Designation, Amount and Par Value. The series of preferred
stock shall be designated as the Company's Series A Convertible Preferred Stock
(the "Series A Preferred Stock or "Preferred Stock") and the number of shares so
designated shall be 500,000 (which shall not be subject to increase without the
consent of all of the holders of the Series A Preferred Stock (each a "Holder"
and collectively, the "Holders"). Each share of Series A Preferred Stock shall
have a par value of $0.001 per share. Capitalized terms not otherwise defined
herein shall have the meaning given such terms in Section 1 hereof.

         Section 3. Dividends and Other Distributions. No dividends shall be
payable with respect to the Series A Preferred Stock. No dividends shall be
payable with respect to the Common Stock while the Series A Preferred Stock is
outstanding. The Common Stock shall not be redeemed while the Series A Preferred
Stock is outstanding. Provided, however, the Company may pay dividends on its
Common Stock provided that dividends have been paid pro rata to the Holders of
the Series A Preferred Stock.

         Section 4. Voting Rights. The Series A Preferred Stock shall have no
voting rights. However, so long as any shares of Series A Preferred Stock are
outstanding, the Company shall not, without the affirmative approval of the
Holders of the shares of the Series A Preferred Stock then outstanding, (a)
alter or change adversely the powers, preferences or rights given to the Series
A Preferred Stock or alter or amend this Certificate of Designation, (b)
authorize or create any class of stock ranking as to dividends or distribution
of assets upon a Liquidation (as defined in Section 5) senior to or otherwise
pari passu with the Series A Preferred Stock, or any of preferred stock
possessing greater voting rights or the right to convert at a more favorable
price than the Series A Preferred Stock, (c) amend its certificate or articles
of incorporation or other charter documents in breach of any of the provisions
hereof, (d) increase the authorized number of shares of Series A Preferred
Stock, or (e) enter into any agreement with respect to the foregoing.

         Section 5. Liquidation. Upon any liquidation, dissolution or winding-up
of the Company, whether voluntary or involuntary (a "Liquidation"), the Holders
shall be entitled to receive out of the assets of the Company, whether such
assets are capital or surplus, for each share of Series A Preferred Stock an
amount equal to $1.00 (the "Liquidation Value") before any distribution or
payment shall be made to the holders of any Junior Securities, and if the assets
of the Company shall be insufficient to pay in full such amounts, then the
entire assets to be distributed to the Holders shall be distributed among the
Holders ratably in accordance with the respective amounts that would be payable
on such shares if all amounts payable thereon were paid in full.

         Section 6. Conversion.

                  a)  Conversions  at Option of  Holder.  Each share of Series A
Preferred Stock shall be initially  convertible  (subject to the limitations set
forth in Section  6(c)),  into Two and a half (2.5)  shares of Common  Stock (as
adjusted  as  provided  below,  the  "Conversion  Ratio")  at the  option of the
Holders,  at any time and from time to time from and  after the  Original  Issue
Date. Holders shall effect conversions by providing the Company with the form of
conversion notice attached hereto as Annex A (a "Notice of Conversion") as fully


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 5 OF 17

<PAGE>


and originally executed by the Holder,  together with the delivery by the Holder
to the Company of the stock certificate(s)  representing the number of shares of
Series A Preferred Stock so converted,  with such stock  certificates being duly
endorsed in full for transfer to the Company or with an  applicable  stock power
duly  executed by the Holder in the manner and form as deemed  reasonable by the
transfer agent of the Common Stock.  Each Notice of Conversion shall specify the
number of shares of Series A  Preferred  Stock to be  converted,  the  number of
shares of Series A Preferred  Stock owned prior to the conversion at issue,  the
number of shares of Series A Preferred Stock owned  subsequent to the conversion
at issue,  the stock  certificate  number and the  shares of Series A  Preferred
Stock represented  thereby which are accompanying the Notice of Conversion,  and
the date on which such conversion is to be effected, which date may not be prior
to the date the Holder  delivers  such Notice of Conversion  and the  applicable
stock certificates to the Company by overnight delivery service (the "Conversion
Date").  If no  Conversion  Date is  specified  in a Notice of  Conversion,  the
Conversion  Date shall be the Trading Day  immediately  following  the date that
such Notice of Conversion and applicable stock  certificates are received by the
Company.  The  calculations  and entries  set forth in the Notice of  Conversion
shall control in the absence of manifest or mathematical error. Shares of Series
A Preferred  Stock  converted  into Common  Stock in  accordance  with the terms
hereof  shall be canceled  and may not be  reissued.  The  initial  value of the
Series A  Preferred  Stock on the  Conversion  Date  shall be equal to $0.40 per
share (as adjusted  pursuant to Section 7 or otherwise as provided  herein,  the
"Conversion  Value").  If the initial  Conversion Value is adjusted  pursuant to
Section 7 or as otherwise  provided herein,  the Conversion Ratio shall likewise
be adjusted  and the new  Conversion  Ratio shall  equal the  Liquidation  Value
divided  by the  new  Conversion  Value.  Thereafter,  subject  to  any  further
adjustments  in the  Conversion  Value,  each share of Series A Preferred  Stock
shall be initially  convertible into that number of shares of Common Stock equal
to the new Conversion Ratio.

                  b) Automatic Conversion Upon Change of Control.

                           i.  All  of  the  outstanding   shares  of  Series  A
Preferred Stock shall be automatically converted into the Conversion Shares upon
the close of business on the business day  immediately  preceding the date fixed
for  consummation  of any  transaction  resulting  in a Change of Control of the
Company  (an  "Automatic  Conversion  Event").  A "Change  in  Control"  means a
consolidation or merger of the Company with or into another company or entity in
which  the  Company  is  not  the  surviving  entity  or  the  sale  of  all  or
substantially  all of the assets of the Company to another company or entity not
controlled by the then existing  stockholders of the Company in a transaction or
series of transactions. The Company shall not be obligated to issue certificates
evidencing the Conversion  Shares unless  certificates  evidencing the shares of
Series A Preferred Stock so converted are either delivered to the Company or its
transfer  agent or the holder  notifies  the  Company or its  transfer  agent in
writing that such certificates have been lost, stolen, or destroyed and executes
an agreement  satisfactory to the Company to indemnify the Company from any loss
incurred by it in  connection  therewith.  Upon the  conversion  of the Series A


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 6 OF 17

<PAGE>


Preferred  Stock  pursuant to this Section  6(b)(i),  the Company shall promptly
send written notice thereof, by hand delivery or by overnight  delivery,  to the
holder of record of all of the  Series A  Preferred  Stock at its  address  then
shown on the records of the Company,  which notice shall state that certificates
evidencing  shares of Series A Preferred Stock must be surrendered at the office
of the Company (or of its transfer agent for the Common Stock, if applicable).

                  c)  Beneficial  Ownership  Limitation.  Except as  provided in
Section 6(b) above,  the Company shall not effect any conversion of the Series A
Preferred  Stock, and the Holder shall not have the right to convert any portion
of the Series A Preferred  Stock to the extent that after giving  effect to such
conversion, the Holder (together with the Holder's affiliates),  as set forth on
the applicable Notice of Conversion, would beneficially own in excess of 4.9% of
the number of shares of the Common Stock  outstanding  immediately  after giving
effect to such conversion. For purposes of the foregoing sentence, the number of
shares of Common Stock beneficially owned by the Holder and its affiliates shall
include the number of shares of Common Stock  issuable  upon  conversion  of the
Series A  Preferred  Stock  with  respect  to which  the  determination  of such
sentence is being made,  but shall  exclude the number of shares of Common Stock
which would be  issuable  upon (A)  conversion  of the  remaining,  nonconverted
shares of Series A Preferred  Stock  beneficially  owned by the Holder or any of
its  affiliates,  so long as such  shares  of Series A  Preferred  Stock are not
convertible within sixty (60) days from the date of such determination,  and (B)
exercise or conversion of the unexercised or  nonconverted  portion of any other
securities of the Company  (including  the Warrants)  subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its affiliates,  so long as such other  securities
of the Company are not exercisable  nor convertible  within sixty (60) days from
the  date  of  such  determination.  For  purposes  of  this  Section  6(c),  in
determining  the number of  outstanding  shares of Common Stock,  the Holder may
rely on the number of  outstanding  shares of Common  Stock as  reflected in the
most recent of the following:  (A) the Company's most recent quarterly  reports,
Form 10-Q, Form 10-QSB,  Annual Reports,  Form 10-K, or Form 10-KSB, as the case
may be, as filed with the  Commission  under the  Exchange Act (B) a more recent
public  announcement  by the  Company  or (C) any  other  written  notice by the
Company or the  Company's  transfer  agent setting forth the number of shares of
Common Stock  outstanding.  Upon the written or oral request of the Holder,  the
Company  shall within two (2) Trading Days confirm  orally and in writing to the
Holder the number of shares of Common Stock then  outstanding.  In any case, the
number of  outstanding  shares of Common Stock shall be determined  after giving
effect to the conversion or exercise of securities of the Company, including the
Series A Preferred  Stock, by the Holder or its affiliates  since the date as of
which such number of outstanding shares of Common Stock was publicly reported by
the Company. This Section 6(c) may be waived or amended only with the consent of
the  Holders  of all of the  Series A  Preferred  Stock and the  consent  of the


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 7 OF 17

<PAGE>


holders of a majority of the shares of  outstanding  Common Stock of the Company
who are not Affiliates.  For the purpose of the immediately  preceding sentence,
the term  "Affiliate"  shall mean any person:  (a) that directly or  indirectly,
through one or more  intermediaries  controls,  or is controlled by, or is under
common control with the Company,  or (b) who beneficially owns (i) any shares of
Series A Preferred Stock, or (ii) the Company's Common Stock Purchase Warrant(s)
dated October 1, 2007. For purposes of this Section 6(c),  beneficial  ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act.

                  d) Mechanics of Conversion

                           i. Delivery of Certificate Upon Conversion. Except as
otherwise  set forth  herein,  not later  than  three  Trading  Days  after each
Conversion  Date (the "Share Delivery  Date"),  the Company shall deliver to the
Holder (A) a certificate or certificates  which, after the Effective Date, shall
be free of  restrictive  legends  and  trading  restrictions  (other  than those
required by the Purchase Agreement)  representing the number of shares of Common
Stock being acquired upon the conversion of shares of Series A Preferred  Stock,
and (B) a bank  check in the  amount of accrued  and  unpaid  dividends  (if the
Company has elected or is required to pay accrued dividends in cash).  After the
Effective  Date,  the Company  shall,  upon  request of the Holder,  deliver any
certificate or  certificates  required to be delivered by the Company under this
Section   electronically   through  the  Depository  Trust  Company  or  another
established clearing Company performing similar functions. If in the case of any
Notice of Conversion such certificate or certificates are not delivered to or as
directed by the applicable  Holder by the third Trading Day after the Conversion
Date,  the Holder shall be entitled to elect by written notice to the Company at
any  time  on  or  before  its  receipt  of  such  certificate  or  certificates
thereafter,  to  rescind  such  conversion,  in which  event the  Company  shall
immediately  return  the  certificates  representing  the  shares  of  Series  A
Preferred Stock tendered for conversion.

                           ii. Obligation Absolute;  Partial Liquidated Damages.
The  Company's  obligations  to issue and  deliver  the  Conversion  Shares upon
conversion of Series A Preferred  Stock in accordance  with the terms hereof are
absolute and unconditional, irrespective of any action or inaction by the Holder
to enforce the same, any waiver or consent with respect to any provision hereof,
the  recovery  of any  judgment  against any Person or any action to enforce the
same, or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged  breach by the Holder or any other Person of any obligation to
the Company or any  violation  or alleged  violation of law by the Holder or any
other person,  and irrespective of any other  circumstance which might otherwise
limit  such  obligation  of the  Company to the  Holder in  connection  with the
issuance of such Conversion Shares. In the event a Holder shall elect to convert
any or  all of its  Series  A  Preferred  Stock,  the  Company  may  not  refuse
conversion  based  on any  claim  that  such  Holder  or any one  associated  or
affiliated  with  the  Holder  of has  been  engaged  in any  violation  of law,
agreement  or for any other  reason,  unless,  an  injunction  from a court,  on
notice,  restraining and or enjoining conversion of all or part of this Series A
Preferred  Stock shall have been  sought and  obtained  and the Company  posts a
surety  bond  for  the  benefit  of the  Holder  in the  amount  of  150% of the
Conversion  Value of Series A Preferred Stock  outstanding,  which is subject to
the  injunction,  which  bond shall  remain in effect  until the  completion  of
arbitration/litigation of the dispute and the proceeds of which shall be payable
to  such  Holder  to the  extent  it  obtains  judgment.  In the  absence  of an
injunction precluding the same, the Company shall issue Conversion Shares or, if
applicable,  cash, upon a properly noticed  conversion.  If the Company fails to
deliver to the Holder  such  certificate  or  certificates  pursuant  to Section
6(d)(i)  within five (5) Trading Days of the Share  Delivery Date  applicable to
such  conversion,  the Company shall pay to such Holder,  in cash, as liquidated
damages and not as a penalty, for each $5,000 of Conversion Value of Series A


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 8 OF 17

<PAGE>


Preferred  Stock being  converted,  $200 per Trading Day (increasing to $400 per
Trading Day after seven (7) Trading Days and  increasing to $800 per Trading Day
ten (10) Trading  Days after such damages  begin to accrue) for each Trading Day
after the Share Delivery Date until such  certificates  are  delivered.  Nothing
herein shall limit a Holder's  right to pursue actual  damages for the Company's
failure  to  deliver  certificates  representing  shares  of Common  Stock  upon
conversion  within the period  specified  herein and such Holder  shall have the
right to pursue all  remedies  available  to it  hereunder,  at law or in equity
including,   without  limitation,   a  decree  of  specific  performance  and/or
injunctive relief.

                           iii.  Compensation  for  Buy-In on  Failure to Timely
Deliver  Certificates  Upon  Conversion.  If the Company fails to deliver to the
Holder such  certificate or certificates  pursuant to Section 6(d)(i) by a Share
Delivery Date, and if after such Share Delivery Date the Holder purchases (in an
open market transaction or otherwise) Common Stock to deliver in satisfaction of
a sale by such Holder of the Conversion  Shares which the Holder was entitled to
receive upon the  conversion  relating to such Share Delivery Date (a "Buy-In"),
then the  Company  shall pay in cash to the  Holder  the amount by which (x) the
Holder's total purchase price (including brokerage commissions,  if any) for the
Common Stock so purchased exceeds (y) the product of (1) the aggregate number of
shares of Common  Stock  that such  Holder  was  entitled  to  receive  from the
conversion  at issue  multiplied by (2) the price at which the sell order giving
rise to such  purchase  obligation  was  executed.  For  example,  if the Holder
purchases  Common  Stock  having a total  purchase  price of  $11,000 to cover a
Buy-In with respect to an attempted  conversion  of shares of Series A Preferred
Stock  with  respect  to which the  aggregate  sale  price  giving  rise to such
purchase  obligation is $10,000,  under clause (A) of the immediately  preceding
sentence  the Company  shall be required  to pay the Holder  $1,000.  The Holder
shall provide the Company  written notice  indicating the amounts payable to the
Holder in respect of the Buy-In,  together  with  applicable  confirmations  and
other evidence reasonably requested by the Company. Nothing herein shall limit a
Holder's right to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific performance and/or
injunctive  relief  with  respect to the  Company's  failure  to timely  deliver
certificates  representing  shares of Common Stock upon conversion of the shares
of Series A Preferred Stock as required pursuant to the terms hereof.

                           iv.  Reservation of Shares Issuable Upon  Conversion.
The Company  covenants  that it will at all times reserve and keep available out
of its authorized and unissued  shares of Common Stock solely for the purpose of
issuance  upon  conversion  of the  Series A  Preferred  Stock,  each as  herein
provided,  free from preemptive rights or any other actual  contingent  purchase
rights of persons other than the Holders, not less than such number of shares of
the Common Stock as shall (subject to any additional requirements of the Company
as to  reservation  of such  shares  set  forth in the  Purchase  Agreement)  be
issuable  (taking into account the  adjustments  and  restrictions of Section 7)
upon the conversion of all outstanding  shares of Series A Preferred  Stock. The
Company  covenants  that all shares of Common  Stock  that shall be so  issuable
shall,  upon  issue,  be duly and  validly  authorized,  issued and fully  paid,
nonassessable  and, if the  Conversion  Shares  Registration  Statement  is then
effective  under the  Securities  Act,  registered for public sale in accordance
with such Conversion Shares  Registration  Statement.Fractional  Shares.  Upon a
conversion  hereunder,  the  Company  shall  not  be  required  to  issue  stock
certificates representing fractions of shares of the Common Stock.


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 9 OF 17

<PAGE>


                           v. Transfer Taxes.  The issuance of certificates  for
shares of the Common Stock on conversion  of the Series A Preferred  Stock shall
be made  without  charge to the  Holders  thereof for any  documentary  stamp or
similar  taxes that may be payable in respect of the issue or  delivery  of such
certificate, provided that the Company shall not be required to pay any tax that
may be payable in respect of any transfer  involved in the issuance and delivery
of any such  certificate upon conversion in a name other than that of the Holder
of such shares of Series A Preferred  Stock so converted  and the Company  shall
not be required to issue or deliver such certificates unless or until the person
or persons  requesting  the issuance  thereof shall have paid to the Company the
amount of such tax or shall have  established to the satisfaction of the Company
that such tax has been paid.

         Section 7. Certain Adjustments.

                  a) Stock  Dividends and Stock Splits.  If the Company,  at any
time while the Series A Preferred  Stock is  outstanding:  (A) shall pay a stock
dividend or otherwise  make a  distribution  or  distributions  on shares of its
Common  Stock or any other  equity or equity  equivalent  securities  payable in
shares of Common Stock  (which,  for  avoidance of doubt,  shall not include any
shares of Common Stock issued by the Company pursuant to this Series A Preferred
Stock), (B) subdivide outstanding shares of Common Stock into a larger number of
shares, (C) combine (including by way of reverse stock split) outstanding shares
of  Common   Stock  into  a  smaller   number  of   shares,   or  (D)  issue  by
reclassification  of shares of the Common  Stock any shares of capital  stock of
the Company,  then the  Conversion  Value shall be  multiplied  by a fraction of
which the  numerator  shall be the number of shares of Common  Stock  (excluding
treasury  shares,  if any)  outstanding  before  such  event  and of  which  the
denominator shall be the number of shares of Common Stock outstanding after such
event.  Any  adjustment  made  pursuant to this Section  shall become  effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective  immediately
after  the  effective  date  in  the  case  of  a  subdivision,  combination  or
re-classification.

                  b) Subsequent  Equity  Sales.  From the date hereof until five
years from the date of closing,  the Company shall be prohibited  from effecting
or entering  into an agreement to effect any  Subsequent  Financing  involving a
"Variable Rate Transaction" or an "MFN Transaction" (each as defined below). The
term "Variable Rate  Transaction"  shall mean a transaction in which the Company
issues or sells (i) any debt or equity  securities  that are  convertible  into,
exchangeable  or  exercisable  for, or include  the right to receive  additional
shares of Common Stock either (A) at a conversion,  exercise or exchange rate or
other  price that is based upon  and/or  varies  with the  trading  prices of or
quotations for the shares of Common Stock at any time after the initial issuance
of such  debt or  equity  securities,  or (B)  with a  conversion,  exercise  or
exchange  price  that is subject to being  reset at some  future  date after the


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 10 OF 17

<PAGE>


initial  issuance  of such debt or equity  security  or upon the  occurrence  of
specified or contingent events directly or indirectly related to the business of
the Company or the market for the Common  Stock  exclusive in all cases of stock
splits,  stock dividends,  recapitalization  and other similar rights.  The term
"MFN Transaction"  shall mean a transaction in which the Company issues or sells
any  securities  in  a  capital   raising   transaction  or  series  of  related
transactions  which grants to an investor the right to receive additional shares
based upon future transactions of the Company on terms more favorable than those
granted to such investor in such  offering.  Any Purchaser  shall be entitled to
obtain  injunctive  relief  against the Company to preclude  any such  issuance,
which   remedy   shall  be  in  addition  to  any  right  to  collect   damages.
Notwithstanding  the foregoing,  this Section 7(b) shall not apply in respect of
an Exempt Issuance,  except that no Variable Rate Transaction or MFN Transaction
shall be an Exempt Issuance.

                  c) Subsequent Rights Offerings. The Company, at any time while
the Series A Preferred Stock is outstanding,  shall not issue rights, options or
warrants to holders of Common Stock  entitling them to subscribe for or purchase
shares of Common Stock at a price per share less than the Conversion Value.

                  d) Price  Adjustment.  From the date hereof until such time as
no Purchaser holds any of the Securities, the If, within the 24 months following
the Closing Date, the Company  closes on the sale of a note or notes,  shares of
Common Stock,  or shares of any class of Preferred Stock at a price per share of
Common Stock, or with a conversion  right to acquire Common Stock at a price per
share of Common Stock,  that is less than the  Conversion  Price (as adjusted to
the capitalization per share as of the Closing Date, following any stock splits,
stock dividends, or the like) (collectively, the "Subsequent Conversion Price"),
the Company shall make a post-Closing adjustment in the Conversion Price so that
the  effective  price  per  share  paid by the  Investor  is  reduced  to  being
equivalent  to such lower  conversion  price after taking into account any prior
conversions of the Preferred Stock and/or exercises of the Warrant.

                  e) Price  Adjustment Based on Earnings Per Share. In the event
the Company earns between  $0.154 and $0.077 (50% Decline) per share (where such
earnings  in this  paragraph  shall  always be defined as  earnings on a pre tax
fully  diluted  basis  (including  dilution  from  any  options,   warrants  and
convertible  securities)  as reported for the audited fiscal year ended December
31, 2008 from continuing  operations  before any non-cash items the then current
Conversion Price to the Investor at the time the audited numbers are reported to
the SEC shall be  decrease  proportionately  by 0% if the pre tax  earnings  are
$0.154 per share or greater  and by 50% if the pre tax  earnings  are $0.077 per
share (50%  decrease).  For example if the earnings are $0.123 per share or less
(20% Decline) then the then current  Conversion  Price to the investor  shall be
reduced by 20%. Such adjustment shall be made automatically within five business
days of the audited numbers being reported to the SEC.

                  f) Company  Put Right.  The Company has the right to force the
Investor,  and the Investor has the right, to purchase an additional $250,000 in
Preferred  Stock  convertible  the  Company at $0.48 per share on October  25th,


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 11 OF 17

<PAGE>


2007. The Preferred Stock will have the same rights, covenants and warranties as
the initial  Preferred  Stock.  Should the Investor not remit the $250,000 on or
before  October 25, 2007,  the Investor  shall  receive a ten (10)  business day
grace  period.  If by such time,  the Investor has not remitted the funds to the
Company,  any and all Warrants issued or to be issued to the Investor under this
Agreement shall immediately  terminate and be of no force and affect. The shares
issuable  upon  conversion  of the  Preferred  Stock are to be  included  in the
registration  statement to be filed per the  Registration  Rights  Agreement and
have the same rights and warranties per the Registration Rights Agreement.

                  g) Pro Rata  Distributions.  If the Company, at any time while
Series A Preferred  Stock is  outstanding,  shall  distribute  to all holders of
Common  Stock (and not to Holders)  evidences of its  indebtedness  or assets or
rights or warrants to subscribe for or purchase any security,  then in each such
case the  Conversion  Value shall be determined by multiplying  such  Conversion
Value in effect  immediately prior to the record date fixed for determination of
stockholders  entitled to receive such  distribution  by a fraction of which the
denominator  shall be the VWAP determined as of the record date mentioned above,
and of which the numerator  shall be such VWAP on such record date less the then
fair market  value at such record date of the portion of such assets or evidence
of indebtedness so distributed applicable to one outstanding share of the Common
Stock as determined by the Board of Directors in good faith.  In either case the
adjustments  shall be  described  in a statement  provided to the Holders of the
portion  of  assets  or  evidences  of   indebtedness  so  distributed  or  such
subscription  rights  applicable to one share of Common Stock.  Such  adjustment
shall be made whenever any such  distribution is made and shall become effective
immediately after the record date mentioned above.

                  h) Calculations.  All calculations  under this Section 7 shall
be made to the nearest cent or the nearest  1/100th of a share,  as the case may
be. The number of shares of Common Stock outstanding at any given time shall not
include  shares  owned or held by or for the  account  of the  Company,  and the
description  of any such shares of Common Stock shall be  considered on issue or
sale of Common  Stock.  For  purposes of this Section 7, the number of shares of
Common Stock deemed to be issued and outstanding as of a given date shall be the
sum of the number of shares of Common Stock (excluding  treasury shares, if any)
actually issued and outstanding.

                  i) Notice to Holders.

                           i.  Adjustment  to  Conversion  Price.  Whenever  the
Conversion  Value is  adjusted  pursuant  to any of this  Section 7, the Company
shall promptly mail to each Holder a notice  setting forth the Conversion  Value
after such adjustment and setting forth a brief statement of the facts requiring
such  adjustment.  If the Company issues a variable rate  security,  despite the
prohibition  thereon in the Purchase  Agreement,  the Company shall be deemed to
have issued  Common Stock or Common  Stock  Equivalents  at the lowest  possible
conversion  or  exercise  price at which such  securities  may be  converted  or
exercised in the case of a Variable Rate Transaction (as defined in the Purchase
Agreement),  or the  lowest  possible  adjustment  price  in the  case of an MFN
Transaction (as defined in the Purchase Agreement).


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 12 OF 17

<PAGE>


                           ii. Notices of Other Events. If (A) the Company shall
declare a dividend  (or any other  distribution)  on the Common  Stock;  (B) the
Company shall  declare a redemption  of the Common Stock;  (C) the Company shall
authorize  the granting to all holders of the Common Stock rights or warrants to
subscribe  for or  purchase  any shares of capital  stock of any class or of any
rights; (D) the approval of any stockholders of the Company shall be required in
connection  with any  reclassification  of the Common  Stock or any  Fundamental
Transaction,  (E) the Company  shall  authorize  the  voluntary  or  involuntary
dissolution,  liquidation  or winding up of the affairs of the Company;  then in
each  case,  the  Company  shall  cause  to be filed at each  office  or  agency
maintained  for the purpose of conversion of the Series A Preferred  Stock,  and
shall  cause to be mailed to the Holders at their last  addresses  as they shall
appear upon the stock books of the Company,  at least 30 calendar  days prior to
the applicable record or effective date hereinafter  specified, a notice stating
(x) the date on which a record is to be taken for the purpose of such  dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of the Common Stock of record to be entitled to
such  dividend,  distributions,   redemption,  rights  or  warrants  are  to  be
determined or (y) the date on which such  reclassification is expected to become
effective or close,  and the date as of which it is expected that holders of the
Common Stock of record shall be entitled to exchange  their shares of the Common
Stock  for   securities,   cash  or  other   property   deliverable   upon  such
reclassification or Fundamental Transaction;  provided, that the failure to mail
such notice or any defect therein or in the mailing thereof shall not affect the
validity of the corporate action required to be specified in such notice.

                           iii. Exempt Issuance.  Notwithstanding the foregoing,
no  adjustment  will be made  under  this  Section  7 in  respect  of an  Exempt
Issuance.

                           iv.  Fundamental  Transaction.  If, at any time while
this Series A Preferred Stock is outstanding, (A) the Company effects any merger
or  consolidation  of the Company with or into another  Person,  (B) the Company
effects any sale of all or substantially all of its assets in one or a series of
related  transactions,  (C) any tender offer or exchange  offer  (whether by the
Company or another  Person) is  completed  pursuant  to which  holders of Common
Stock are  permitted to tender or exchange  their  shares for other  securities,
cash or property,  or (D) the Company effects any reclassification of the Common
Stock or any  compulsory  share  exchange  pursuant to which the Common Stock is
effectively  converted into or exchanged for other securities,  cash or property
(in any such  case,  a  "Fundamental  Transaction"),  then  upon any  subsequent
conversion of this Series A Preferred  Stock, the Holder shall have the right to
receive,  for each  Conversion  Share that would  have been  issuable  upon such
conversion  absent  such  Fundamental  Transaction,  the same kind and amount of
securities,  cash or property as it would have been entitled to receive upon the
occurrence of such Fundamental  Transaction if it had been, immediately prior to
such  Fundamental  Transaction,  the  holder of one share of Common  Stock  (the
"Alternate   Consideration").   For  purposes  of  any  such   conversion,   the
determination of the Conversion  Price shall be appropriately  adjusted to apply


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 13 OF 17

<PAGE>


to such Alternate  Consideration based on the amount of Alternate  Consideration
issuable  in  respect  of  one  share  of  Common  Stock  in  such   Fundamental
Transaction,  and the Company  shall  apportion the  Conversion  Price among the
Alternate  Consideration in a reasonable manner reflecting the relative value of
any different  components of the Alternate  Consideration.  If holders of Common
Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction,  then the Holder shall be given the same choice as
to the Alternate  Consideration it receives upon any conversion of this Series A
Preferred Stock following such Fundamental Transaction.  To the extent necessary
to  effectuate  the  foregoing  provisions,  any  successor  to the  Company  or
surviving entity in such Fundamental Transaction shall file a new Certificate of
Designations  with the same  terms and  conditions  and issue to the  Holder new
preferred  stock  consistent  with the foregoing  provisions  and evidencing the
Holder's right to convert such preferred stock into Alternate Consideration. The
terms of any agreement  pursuant to which a Fundamental  Transaction is effected
shall include terms  requiring any such successor or surviving  entity to comply
with the  provisions of this  paragraph  (f)(iv) and insuring that this Series A
Preferred Stock (or any such  replacement  security) will be similarly  adjusted
upon any subsequent transaction analogous to a Fundamental Transaction.

         Section 8. Miscellaneous.

                  a)  Notices.  Any and all notices or other  communications  or
deliveries  to  be  provided  by  the  Holders  hereunder,   including,  without
limitation,  any  Notice  of  Conversion,  shall  be in  writing  and  delivered
personally,  by facsimile,  sent by a nationally  recognized  overnight  courier
service,  addressed  to the  Company,  at the address  provided in the  Purchase
Agreement,  facsimile  number (212)  671-1403,  Attn: c/o T Squared Capital LLC,
1325 Sixth Avenue,  Floor 28, New York, New York 10019 Attn:  Thomas M. Sauve or
such other  address or  facsimile  number as the  Company  may  specify for such
purposes by notice to the Holders delivered in accordance with this Section. Any
and all  notices or other  communications  or  deliveries  to be provided by the
Company  hereunder shall be in writing and delivered  personally,  by facsimile,
sent by a nationally  recognized  overnight  courier  service  addressed to each
Holder at the facsimile  telephone number or address of such Holder appearing on
the books of the Company,  or if no such facsimile  telephone  number or address
appears,  at the principal place of business of the Holder.  Any notice or other
communication or deliveries hereunder shall be deemed given and effective on the
earliest of (i) the date of  transmission,  if such notice or  communication  is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section prior to 5:30 p.m. (New York City time), (ii) the date after the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number specified in this Section later than 5:30 p.m. (New
York City time) on any date and earlier than 11:59 p.m.  (New York City time) on
such date, (iii) the second Business Day following the date of mailing,  if sent
by nationally  recognized overnight courier service, or (iv) upon actual receipt
by the party to whom such notice is required to be given.

                  b) Absolute  Obligation.  Except as expressly provided herein,
no  provision  of this  Certificate  of  Designation  shall  alter or impair the
obligation  of the  Company,  which is absolute  and  unconditional,  to pay the
liquidated  damages (if any) on, the shares of Series A  Preferred  Stock at the
time, place, and rate, and in the coin or currency, herein prescribed.


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 14 OF 17

<PAGE>


                  c)  Lost  or  Mutilated  Preferred  Stock  Certificate.  If  a
Holder's Series A Preferred Stock certificate  shall be mutilated,  lost, stolen
or  destroyed,   the  Company  shall  execute  and  deliver,   in  exchange  and
substitution for and upon cancellation of a mutilated certificate, or in lieu of
or  in  substitution  for  a  lost,  stolen  or  destroyed  certificate,  a  new
certificate  for the  shares of Series A  Preferred  Stock so  mutilated,  lost,
stolen or  destroyed  but only upon  receipt of evidence of such loss,  theft or
destruction of such certificate, and of the ownership thereof, and indemnity, if
requested, all reasonably satisfactory to the Company.

                  d) Next Business Day. Whenever any payment or other obligation
hereunder shall be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day.

                  e) Headings. The headings contained herein are for convenience
only, do not constitute a part of this Certificate of Designations and shall not
be deemed to limit or affect any of the provisions hereof.

                  RESOLVED, FURTHER, that the Chairman, the president or any
vice-president, and the secretary or any assistant secretary, of the Company be
and they hereby are authorized and directed to prepare and file a Certificate of
Designation of Preferences, Rights and Limitations in accordance with the
foregoing resolution and the provisions of Delaware law.





                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 15 OF 17

<PAGE>





         IN WITNESS WHEREOF, the undersigned have executed this Certificate this
4th day of October, 2007.







Name:  Giuseppe Pino Baldassarre
     ----------------------------------

Title: CEO - Logica Holdings Inc







Name:  Enzo Taddei
     ----------------------------------



Title: CFO - Logica Holdings Inc






                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 16 OF 17

<PAGE>


                                     ANNEX A

                              NOTICE OF CONVERSION

       (TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES
                          OF SERIES A PREFERRED STOCK)

The undersigned hereby elects to convert the number of shares of Series A
Convertible Preferred Stock indicated below, into shares of common stock, par
value $0.015 per share (the "Common Stock"), of Logica Holdings, Inc, a Nevada
Company (the "Company"), according to the conditions hereof, as of the date
written below. If shares are to be issued in the name of a person other than
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates and opinions as reasonably
requested by the Company in accordance therewith. No fee will be charged to the
Holder for any conversion, except for such transfer taxes, if any.

Conversion calculations:

       Date to Effect Conversion: ______________________________________________

       Number of shares of Common Stock owned prior to Conversion:______________

       Number of shares of Series A Preferred Stock to be Converted:____________

       Value of shares of Series A Preferred Stock to be Converted:_____________

       Number of shares of Common Stock to be Issued:___________________________

       Certificate Number of Series A Preferred Stock attached hereto:__________

       Number of Shares of Series A Preferred Stock represented by attached
       certificate:______________

       Number of shares of Series A Preferred Stock subsequent to Conversion:
      ________________

                                    [HOLDER]

                                                     By:________________________
                                                     Name:______________________
                                                     Title:_____________________



                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 17 OF 17




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>logica8k100407ex42.txt
<DESCRIPTION>COMMON STOCK PURCHASE WARRANT A
<TEXT>

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

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

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

                              Logica Holdings Inc.

                        COMMON STOCK PURCHASE WARRANT "A"


Number of Shares:           650,000              Holder: T Squared Partners LLC
                                                 c/o  T Squared Capital LLC
Original Issue Date:        OCTOBER 4th 2007     Attn: Thomas M. Sauve
                                                 Title: Managing Member
Expiration Date:            OCTOBER 4th 2011     1325 Sixth Avenue, Floor 28
                                                 New York, NY 10019
Exercise Price per Share:   $0.72                Tel: 212-763-8615
                                                 Fax: 212-671-1403


         Logica Holdings Inc., a company organized and existing under the laws
of the State of Nevada (the "Company"), hereby certifies that, for value
received, T Squared Partners LLC, or its registered assigns (the "Warrant
Holder"), is entitled, subject to the terms set forth below, to purchase from
the Company up to Six Hundred and Fifty Thousand (650,000) shares (as adjusted
from time to time as provided in Section 7, the "Warrant Shares") of common
stock, $0.015 par value (the "Common Stock"), of the Company at a price of
Seventy Two Cents ($0.72) per Warrant Share (as adjusted from time to time as
provided in Section 7, the "Exercise Price"), at any time and from time to time
from and after the date thereof and through and including 5:00 p.m. New York
City time on October 4th 2011(or eighteen months of effectiveness of a
Registration Statement subsequent to the issuance hereof (such eighteen months
to be extended by one month for each month or portion of a month during which a
Registration Statement's effectiveness has lapsed or been suspended), whichever
is longer (the "Expiration Date"), and subject to the following terms and
conditions:

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

<PAGE>


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

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

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

         4.       Registration of Transfers and Exchange of Warrants.

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

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

<PAGE>


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

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

         5.       Exercise of Warrants.

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

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

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

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

<PAGE>


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

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

         (ii) For purposes of the foregoing formula:

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

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

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

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

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

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

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

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

<PAGE>


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

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

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

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

         8. Fractional Shares. The Company shall not be required to issue or
cause to be issued fractional Warrant Shares on the exercise of this Warrant.
The number of full Warrant Shares that shall be issuable upon the exercise of
this Warrant shall be computed on the basis of the aggregate number of Warrants

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

<PAGE>


Shares purchasable on exercise of this Warrant so presented. If any fraction of
a Warrant Share would, except for the provisions of this Section 8, be issuable
on the exercise of this Warrant, the Company shall, at its option, (i) pay an
amount in cash equal to the Exercise Price multiplied by such fraction or (ii)
round the number of Warrant Shares issuable, up to the next whole number.

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

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

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

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

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

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





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

<PAGE>


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

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


         13.      Miscellaneous.

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

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

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

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

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

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





                         [SIGNATURES ON FOLLOWING PAGE]





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


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


Logica Holding Inc, a Nevada corporation



By:  ______________________________

Name:  ____________________________

Its:   Chief Financial Officer






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




                          FORM OF ELECTION TO PURCHASE

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


To:  Logica Holdings Inc.:

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


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

____________________________________________________________

____________________________________________________________

____________________________________________________________
(Please print name and address)


____________________________________________________________
(Please insert Social Security or Tax Identification Number)

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

____________________________________________________________

____________________________________________________________

____________________________________________________________
(Please print name and address)

Dated: _______________

Name of Warrant Holder:

(Print) __________________________________

(By:) ____________________________________

(Name:) __________________________________

(Title:) _________________________________

Signature must conform in all respects to name of Warrant Holder as specified on
the face of the Warrants.


                  WARRANT AGREEMENT BETWEEN LOGICA HOLDINGS INC
                           AND T SQUARED PARTNERS LLC
                                   PAGE 9 OF 9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>5
<FILENAME>logica8k100407ex43.txt
<DESCRIPTION>COMMON STOCK PURCHASE WARRANT B
<TEXT>


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

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

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

                              Logica Holdings Inc.

                        COMMON STOCK PURCHASE WARRANT "B"


Number of Shares:           1,500,000            Holder: T Squared Partners LLC
                                                 c/o  T Squared Capital LLC
Original Issue Date:        OCTOBER 4th, 2007    Attn: Thomas M. Sauve
                                                 Title: Managing Member
Expiration Date:            OCTOBER 4th  2011    1325 Sixth Avenue, Floor 28
                                                 New York, NY 10019
Exercise Price per Share:   $1.00                Tel: 212-763-8615
                                                 Fax: 212-671-1403


         Logica Holdings Inc., a company organized and existing under the laws
of the State of Nevada (the "Company"), hereby certifies that, for value
received, T Squared Partners LLC, or its registered assigns (the "Warrant
Holder"), is entitled, subject to the terms set forth below, to purchase from
the Company up to One Million Five Hundred Thousand (1,500,000) shares (as
adjusted from time to time as provided in Section 7, the "Warrant Shares") of
common stock, $0.015 par value (the "Common Stock"), of the Company at a price
of One Dollar ($1.00) per Warrant Share (as adjusted from time to time as
provided in Section 7, the "Exercise Price"), at any time and from time to time
from and after the date thereof and through and including 5:00 p.m. New York
City time on October 4th, 2011(or eighteen months of effectiveness of a
Registration Statement subsequent to the issuance hereof (such eighteen months
to be extended by one month for each month or portion of a month during which a
Registration Statement's effectiveness has lapsed or been suspended), whichever
is longer (the "Expiration Date"), and subject to the following terms and
conditions:

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

<PAGE>


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

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

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

         4.       Registration of Transfers and Exchange of Warrants.

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


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

<PAGE>


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

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

         5.       Exercise of Warrants.

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

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

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

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

<PAGE>


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

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

         (ii) For purposes of the foregoing formula:

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

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

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

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

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

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

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

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

<PAGE>


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

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

         i. The Company fails to meet certain earnings per share projections. In
the event the Company earns between $0.154 and $0.077 per share (where such
earnings in this paragraph shall always be defined as earnings on a pre taxed
fully diluted basis (including dilution from any options, warrants and
convertible securities) as reported for the fiscal year ended December 2008 from
continuing operations before any non-cash items the warrant exercise price shall
be reduced proportionately by 0% if the earnings are $0.154 per share and by 75%
if the earnings are $0.077 per share. For example, if the Company earns $0.123
per share, or 20% below $0.154 per share, then the warrant exercise price shall
be reduced by 20%. Such reduction shall automatically be in effect at the time
the December 2008 financial results are reported or at any other time that the
Investor and the Company have a written and executed agreement stating
otherwise, and shall be made from the starting exercise price of the warrants
being the exercise price of the warrants at that time, and shall be cumulative
upon any other changes to the exercise price of the warrant that may already
have been made. In the event the Company earns below $.00025, or has a loss, the
warrant exercise price shall be reduced to a maximum of 50% of the exercise
price.

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

         8. Fractional Shares. The Company shall not be required to issue or
cause to be issued fractional Warrant Shares on the exercise of this Warrant.
The number of full Warrant Shares that shall be issuable upon the exercise of
this Warrant shall be computed on the basis of the aggregate number of Warrants

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

<PAGE>


Shares purchasable on exercise of this Warrant so presented. If any fraction of
a Warrant Share would, except for the provisions of this Section 8, be issuable
on the exercise of this Warrant, the Company shall, at its option, (i) pay an
amount in cash equal to the Exercise Price multiplied by such fraction or (ii)
round the number of Warrant Shares issuable, up to the next whole number.

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

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

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

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

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

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





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

<PAGE>


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

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


         13.      Miscellaneous.

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

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

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

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

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

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





                         [SIGNATURES ON FOLLOWING PAGE]



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

<PAGE>






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


Logica Holding Inc, a Nevada corporation




By:  ______________________________

Name:  ____________________________

Its:   Chief Financial Officer






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

<PAGE>





                          FORM OF ELECTION TO PURCHASE

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


To:  Logica Holdings Inc.:

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


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


____________________________________________________________

____________________________________________________________

____________________________________________________________
(Please print name and address)


____________________________________________________________
(Please insert Social Security or Tax Identification Number)

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


____________________________________________________________

____________________________________________________________

____________________________________________________________
(Please print name and address)


(Print) __________________________________

(By:) ____________________________________

(Name:) __________________________________

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



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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>6
<FILENAME>logica8k100407ex44.txt
<DESCRIPTION>COMMON STOCK PURCHASE WARRANT C
<TEXT>

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

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

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

                              Logica Holdings Inc.

                        COMMON STOCK PURCHASE WARRANT "C"


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


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


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


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

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

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

         4.       Registration of Transfers and Exchange of Warrants.

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

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


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

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

         5.       Exercise of Warrants.

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

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

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

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


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

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

         (ii) For purposes of the foregoing formula:

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

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

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

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

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

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

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

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


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

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

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

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

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

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


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

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

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

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

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

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





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


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

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


         13.      Miscellaneous.

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

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

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

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

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

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





                         [SIGNATURES ON FOLLOWING PAGE]




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



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


Logica Holding Inc, a Nevada corporation



By:  ______________________________

Name:  ____________________________

Its:   Chief Financial Officer









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

<PAGE>



                          FORM OF ELECTION TO PURCHASE

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


To:  Logica Holdings Inc.:

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


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


____________________________________________________________

____________________________________________________________

____________________________________________________________
(Please print name and address)


____________________________________________________________
(Please insert Social Security or Tax Identification Number)

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


____________________________________________________________

____________________________________________________________
(Please print name and address)


(Print) __________________________________

(By:) ____________________________________

(Name:) __________________________________

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



                  WARRANT AGREEMENT BETWEEN LOGICA HOLDINGS INC
                           AND T SQUARED PARTNERS LLC
                                   PAGE 9 OF 9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>7
<FILENAME>logica8k100407ex45.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of 4th day of October, 2007 by and among Logica Holdings Inc, a
corporation organized and existing under the laws of the State of Nevada ("LGHL"
or the "Company"), and T Squared Partners LLC, a Delaware limited liability
company, and T Squared Investments LLC, a Delaware limited liability company,
(collectively "T Squared Partners" or "Investor"). Unless defined otherwise,
capitalized terms herein shall have the identical meaning as in the Preferred
Stock Purchase Agreement.


                              PRELIMINARY STATEMENT
                              ---------------------

         WHEREAS, pursuant to the Preferred Stock Purchase Agreement, of even
date herewith, by and among the Company and the Investor, as part of the
consideration, Investor shall receive Preferred Stock and Warrants, which upon
conversion and exercise, in accordance with the terms of the Preferred Stock
Purchase Agreement and Warrant Agreement, entitle the Investor to receive Shares
of the Company; and

         WHEREAS, the ability of the Investors to sell their Shares of Common
Stock is subject to certain restrictions under the 1933 Act; and

         WHEREAS, as a condition to the Preferred Stock Purchase Agreement, The
Company has agreed to provide the Investor with a mechanism that will permit
such Investor, to sell its Shares of Common Stock in the future.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements, and subject to the terms and conditions herein
contained, the parties hereto hereby agree as follows:


                                    ARTICLE I

                     INCORPORATION BY REFERENCE, SUPERSEDER
                     --------------------------------------


1.1 Incorporation by Reference. The foregoing recitals and the Exhibits attached
hereto and referred to herein, are hereby acknowledged to be true and accurate,
and are incorporated herein by this reference.

1.2 Superseder. This Agreement, to the extent that it is inconsistent with any
other instrument or understanding among the parties governing the affairs of the
Company, shall supersede such instrument or understanding to the fullest extent
permitted by law. A copy of this Agreement shall be filed at the Company's
principal office.


         REGISTRATION RIGHTS AGREEMENT BETWEEN LOGICA HOLDINGS INC. AND
              T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC

                                  PAGE 1 OF 16
<PAGE>


                                   ARTICLE II

                           DEMAND REGISTRATION RIGHTS
                           --------------------------


2.1 Registrable Securities. Means and includes the Shares of the Company
underlying the Preferred Stock and Warrants issued pursuant to the Preferred
Stock Purchase Agreement and Warrant Agreement. As to any particular Registrable
Securities, such securities will cease to be Registrable Securities when (a)
they have been effectively registered under the 1933 Act and disposed of in
accordance with the registration statement covering them, (b) they are or may be
freely traded without registration pursuant to Rule 144 under the 1933 Act (or
any similar provisions that are then in effect), or (c) they have been otherwise
transferred and new certificates for them not bearing a restrictive legend have
been issued by the Company and the Company shall not have "stop transfer"
instructions against them. "Shares" shall mean, collectively, the shares of
Common Stock of the Company issuable upon conversion of the Preferred Stock and
those shares of Common Stock of the Company issuable to the Investor upon
exercise of the Warrants.

2.2 Registration of Registrable Securities. The Company shall prepare and file
within thirty (30) days following the date hereof (the "Filing Date") a
registration statement (the "Registration Statement") covering the resale of
such number of shares of the Registrable Securities as the Investor shall elect
by written notice to the Company, and absent such election, covering the resale
of all of the shares of the Registrable Securities. The Company shall use its
best efforts to cause the Registration Statement to be declared effective by the
SEC on the earlier of (i) 120 days following the Closing Date with respect to
the Registration Statement, (ii) ten (10) days following the receipt of a "No
Review" or similar letter from the SEC or (iii) the first business day following
the day the SEC determines the Registration Statement eligible to be declared
effective (the "Required Effectiveness Date"). Nothing contained herein shall be
deemed to limit the number of Registrable Securities to be registered by the
Company hereunder. As a result, should the Registration Statement not relate to
the maximum number of Registrable Securities acquired by (or potentially
acquirable by) the holders of the Shares of the Company issued to the Investor
pursuant to the Preferred Stock Purchase Agreement, the Company shall be
required to promptly file a separate registration statement (utilizing Rule 462
promulgated under the 1933 Act, where applicable) relating to such Registrable
Securities which then remain unregistered. The provisions of this Agreement
shall relate to any such separate registration statement as if it were an
amendment to the Registration Statement.

2.3 Demand Registration. Subject to the limitations of Section 2.2, at any time
and from time to time, the Investor may request the registration under the 1933
Act of all or part of the Registrable Shares then outstanding (a "Demand
Registration"). Subject to the conditions of Section 3, the Company shall use
its best efforts to file such registration statement under the 1933 Act as
promptly as practicable after the date any such request is received by the
Company and to cause such registration statement to be declared effective. The
Company shall notify the Investor promptly when any such registration statement
has been declared effective. If more than eighty percent (80%) of the Shares
issuable under the Preferred Stock Purchase Agreement have been registered or
sold, this provision shall expire.


         REGISTRATION RIGHTS AGREEMENT BETWEEN LOGICA HOLDINGS INC. AND
              T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC

                                  PAGE 2 OF 16
<PAGE>


2.4 Registration Statement Form. Registrations under Section 2.2 and Section 2.3
shall be on the appropriate registration form of the SEC as shall permit the
disposition of such Registrable Securities in accordance with the intended
method or methods of disposition specified in the Registration Statement;
provided, however, such intended method of disposition shall not include an
underwritten offering of the Registrable Securities.

2.5 Expenses. The Company will pay all Registration expenses in connection with
any registration required by under Sections 2.2 and Section 2.3 herein.

2.6 Effective Registration Statement. A registration requested pursuant to
Sections 2.2 and Section 2.3 shall not be deemed to have been effected (i)
unless a registration statement with respect thereto has become effective within
the time period specified herein, provided that a registration which does not
become effective after the Company filed a registration statement with respect
thereto solely by reason of the refusal to proceed of any holder of Registrable
Securities (other than a refusal to proceed based upon the advice of counsel in
the form of a letter signed by such counsel and provided to the Company relating
to a disclosure matter unrelated to such holder) shall be deemed to have been
effected by the Company unless the holders of the Registrable Securities shall
have elected to pay all Registration Expenses in connection with such
registration, (ii) if, after it has become effective, such registration becomes
subject to any stop order, injunction or other order or extraordinary
requirement of the SEC or other governmental agency or court for any reason or
(iii) if, after it has become effective, such registration ceases to be
effective for more than the allowable Black-Out Periods (as defined herein).

2.7 Plan Of Distribution. The Company hereby agrees that the Registration
Statement shall include a plan of distribution section reasonably acceptable to
the Investor; provided, however, such plan of distribution section shall be
modified by the Company so as to not provide for the disposition of the
Registrable Securities on the basis of an underwritten offering.

2.8 Liquidated Damages. If, after four (4) months from the date hereof, in the
event the Company does not register Registrable Securities pursuant to the
requirements of Section 2.2 herein, or if the Registration Statement filed
pursuant to Section 2.2 herein is not declared effective, or if the Registrable
Securities are registered pursuant to an effective Registration Statement and
such Registration Statement or other Registration Statement(s) demanded by
Investor including the Registrable Securities is not effective in the period
from four months from the date hereof through two years following the date
hereof, the Company shall, for each such day issue to the Investor, as
liquidated damages and not as a penalty, 180,000 shares of Preferred Stock for
any such day, such issuance shall be made no later than the tenth business day
of the calendar month next succeeding the month in which such day occurs. In
addition, if the Company has not filed a registration statement within the
thirty day period after closing as specified in Section 2.2, the Company shall,
for each such day after thirty days from closing and until the filing of a
registration statement, issue to the Purchaser, as liquidated damages and not as
a penalty, 150,000 shares of Preferred Stock and for any such day, such payment
shall be made no later than the tenth business day of the calendar month next


         REGISTRATION RIGHTS AGREEMENT BETWEEN LOGICA HOLDINGS INC. AND
              T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC

                                  PAGE 3 OF 16
<PAGE>


succeeding the month in which such day occurs. However, in no event shall the
Company be required to pay any liquidated damages under this Section 2.8 in an
amount exceeding 375,000 of the shares underlying the Preferred Stock in the
aggregate (as adjusted pursuant to the terms of the Certificate of Designation).

The parties agree that the only damages payable for a violation of the terms of
this Agreement with respect to which liquidated damages are expressly provided
shall be such liquidated damages. Nothing shall preclude the Investor from
pursuing or obtaining specific performance or other equitable relief with
respect to this Agreement.

The parties hereto agree that the liquidated damages provided for in this
Section 2.8 constitute a reasonable estimate of the damages that may be incurred
by the Investor by reason of the failure of the Registration Statement(s) to be
filed or declared effective in accordance with the provisions hereof.

The obligation of the Company terminates when the holder of shares of
Registrable Securities no longer holds more than five percent (5%) of its shares
of Registrable Securities.



                                   ARTICLE III

                         INCIDENTAL REGISTRATION RIGHTS
                         ------------------------------


3.1 Right To Include ("Piggy-Back") Registrable Securities. Provided that the
Registrable Securities have not been registered, if at any time after the date
hereof but before the second anniversary of the date hereof, the Company
proposes to register any of its securities under the 1933 Act (other than by a
registration in connection with an acquisition in a manner which would not
permit registration of Registrable Securities for sale to the public, on Form
S-8, or any successor form thereto, on Form S-4, or any successor form thereto
and other than pursuant to Section 2), on an underwritten basis (either
best-efforts or firm-commitment), then, the Company will each such time give
prompt written notice to all holders of Registrable Securities of its intention
to do so and of such holders of Registrable Securities' rights under this
Section 3.1. Upon the written request of any such holders of Registrable
Securities made within ten (10) days after the receipt of any such notice (which
request shall specify the Registrable Securities intended to be disposed of by
such holders of Registrable Securities and the intended method of disposition
thereof), the Company will, subject to the terms of this Agreement, use its
commercially reasonable best efforts to effect the registration under the 1933
Act of the Registrable Securities, to the extent requisite to permit the
disposition (in accordance with the intended methods thereof as aforesaid) of
such Registrable Securities so to be registered, by inclusion of such
Registrable Securities in the registration statement which covers the securities
which the Company proposes to register, provided that if, at any time after
written notice of its intention to register any securities and prior to the
effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason either not to register
or to delay registration of such securities, the Company may, at its election,
give written notice of such determination to each holders of Registrable
Securities and, thereupon, (i) in the case of a determination not to register,
shall be relieved of this obligation to register any Registrable Securities in


         REGISTRATION RIGHTS AGREEMENT BETWEEN LOGICA HOLDINGS INC. AND
              T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC

                                  PAGE 4 OF 16
<PAGE>



connection with such registration (but not from its obligation to pay the
Registration Expenses in connection therewith), without prejudice, however, to
the rights of any holder or holders of Registrable Securities entitled to do so
to request that such registration be effected as a registration under Section 2,
and (ii) in the case of a determination to delay registering, shall be permitted
to delay registering any Registrable Securities, for the same period as the
delay in registering such other securities. No registration effected under this
Section 3.1 shall relieve the Company of its obligation to effect any
registration upon request under Section 2. The Company will pay all Registration
Expenses in connection with each registration of Registrable Securities
requested pursuant to this Section 3.1. The right provided the Holders of the
Registrable Securities pursuant to this Section shall be exercisable at their
sole discretion and will in no way limit any of the Company's obligations to pay
the Securities according to their terms.

3.2 Priority In Incidental Registrations. If the managing underwriter of the
underwritten offering contemplated by this Section 3 shall inform the Company
and holders of the Registrable Securities requesting such registration by letter
of its belief that the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering, then the
Company will include in such registration, to the extent of the number which the
Company is so advised can be sold in such offering, (i) first securities
proposed by the Company to be sold for its own account, and (ii) second
Registrable Securities and (iii) securities of other selling security holders
requested to be included in such registration.


                                   ARTICLE IV

                             REGISTRATION PROCEDURES
                             -----------------------

4.1 Registration Procedures. If and whenever the Company is required to effect
the registration of any Registrable Securities under the 1933 Act as provided in
Section 2.2 and, as applicable, 2.3, the Company shall, as expeditiously as
possible:

         (i)  prepare  and file  with  the SEC the  Registration  Statement,  or
amendments  thereto,  to  effect  such  registration   (including  such  audited
financial  statements  as may be  required  by the  1933  Act or the  rules  and
regulations   promulgated   thereunder)  and  thereafter  use  its  commercially
reasonable  best  efforts to cause such  registration  statement  to be declared
effective by the SEC, as soon as practicable, but in any event no later than the
Required  Effectiveness Date (with respect to a registration pursuant to Section
2.2); provided,  however, that before filing such registration  statement or any
amendments  thereto,  the Company  will  furnish to the counsel  selected by the
holders of Registrable Securities which are to be included in such registration,
copies of all such documents proposed to be filed;

         (ii) with respect to any registration statement pursuant to Section 2.2
or Section 2.3, prepare and file with the SEC such amendments and supplements to
such registration  statement and the prospectus used in connection  therewith as
may be necessary to keep such  registration  statement  effective  and to comply
with the  provisions  of the 1933 Act with  respect  to the  disposition  of all
Registrable  Securities covered by such registration statement until the earlier
to occur of thirty six (36) months after the date of this Agreement  (subject to

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the right of the Company to suspend the effectiveness  thereof for not more than
10 consecutive  Trading Days or an aggregate of 10 Trading Days during each year
(each a "Black-Out Period")) or such time as all of the securities which are the
subject of such registration  statement cease to be Registrable Securities (such
period, in each case, the "Registration  Maintenance Period").  The Company must
notify the Investor within twenty four (24) hours prior to any Black-Out Period;

         (iii) furnish to each holder of Registrable  Securities covered by such
registration  statement  such number of  conformed  copies of such  registration
statement  and of each  such  amendment  and  supplement  thereto  (in each case
including all exhibits),  such number of copies of the  prospectus  contained in
such  registration  statement  (including  each  preliminary  prospectus and any
summary prospectus) and any other prospectus filed under Rule 424 under the 1933
Act,  in  conformity  with the  requirements  of the 1933  Act,  and such  other
documents, as such holder of Registrable Securities and underwriter, if any, may
reasonably  request in order to facilitate the public sale or other  disposition
of the Registrable Securities owned by such holder of Registrable Securities;

         (iv) use its  commercially  reasonable  best  efforts  to  register  or
qualify  all  Registrable  Securities  and  other  securities  covered  by  such
registration statement under such other U.S. federal or state securities laws or
U.S. state blue sky laws as any U.S.  holder of Registrable  Securities  thereof
shall reasonably request, to keep such registrations or qualifications in effect
for so long as such registration statement remains in effect, and take any other
action which may be  reasonably  necessary to enable such holder of  Registrable
Securities to consummate the disposition in such jurisdictions of the securities
owned by such holder of  Registrable  Securities,  except that the Company shall
not for any such  purpose be required to qualify  generally  to do business as a
foreign  corporation  in any  jurisdiction  wherein  it  would  not  but for the
requirements  of this  subdivision  (iv) be  obligated  to be so qualified or to
consent to general service of process in any such jurisdiction;

         (v)  use  its  commercially   reasonable  best  efforts  to  cause  all
Registrable  Securities covered by such registration  statement to be registered
with or approved by such other  governmental  agencies or  authorities as may be
necessary  to  enable  the U.S.  holder of  Registrable  Securities  thereof  to
consummate the disposition of such Registrable Securities;

         (vi)  furnish  to  each  holder  of  Registrable  Securities  a  signed
counterpart,  addressed  to  such  holder  of  Registrable  Securities,  and the
underwriters,  if any,  of an  opinion  of counsel  for the  Company,  dated the
effective date of such registration statement (or, if such registration includes
an underwritten public offering,  an opinion dated the date of the closing under
the underwriting  agreement),  reasonably  satisfactory in form and substance to
such holder of  Registrable  Securities)  including  that the prospectus and any
prospectus  supplement  forming a part of the  Registration  Statement  does not
contain an untrue statement of a material fact or omits a material fact required
to be stated  therein or necessary in order to make the statements  therein,  in
light of the circumstances under which they were made, not misleading, and

         (vii)  notify the  Investor  and its counsel  promptly and confirm such
advice in writing promptly after the Company has knowledge thereof:

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                  (a) when the  Registration  Statement,  the  prospectus or any
prospectus  supplement  related  thereto  or  post-effective  amendment  to  the
Registration  Statement has been filed,  and,  with respect to the  Registration
Statement  or any  post-effective  amendment  thereto,  when the same has become
effective;

                  (b) of any request by the SEC for amendments or supplements to
the Registration Statement or the prospectus or for additional information;

                  (c) of the  issuance  by the SEC of any stop order  suspending
the  effectiveness  of  the  Registration  Statement  or the  initiation  of any
proceedings by any Person for that purpose; and

                  (d) of the  receipt by the  Company of any  notification  with
respect to the suspension of the qualification of any Registrable Securities for
sale under the securities or blue sky laws of any jurisdiction or the initiation
or threat of any proceeding for such purpose;

         (viii)  notify each holder of  Registrable  Securities  covered by such
registration  statement,  at any time  when a  prospectus  relating  thereto  is
required to be delivered  under the 1933 Act, upon  discovery  that, or upon the
happening  of any event as a result of which,  the  prospectus  included in such
registration  statement,  as then in effect,  includes an untrue  statement of a
material fact or omits to state any material facts required to be stated therein
or necessary to make the  statements  therein not misleading in the light of the
circumstances  then  existing,  and  at  the  request  of  any  such  holder  of
Registrable   Securities   promptly  prepare  and  furnish  to  such  holder  of
Registrable  Securities a reasonable  number of copies of a supplement  to or an
amendment  of  such  prospectus  as may be  necessary  so  that,  as  thereafter
delivered  to the  purchasers  of such  securities,  such  prospectus  shall not
include an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in the light of the circumstances  then existing;use its best efforts
to obtain  the  withdrawal  of any order  suspending  the  effectiveness  of the
Registration Statement at the earliest possible moment;

         (ix) otherwise use its  commercially  reasonable best efforts to comply
with all applicable  rules and regulations of the SEC, and make available to its
security  holders,  as soon as  reasonably  practicable,  an earnings  statement
covering  the  period of at least  twelve  months,  but not more  than  eighteen
months, beginning with the first full calendar month after the effective date of
such  registration  statement,   which  earnings  statement  shall  satisfy  the
provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;

         (x) enter  into such  agreements  and take such  other  actions  as the
Investors shall reasonably  request in writing (at the expense of the requesting
or benefiting  Investors) in order to expedite or facilitate the  disposition of
such Registrable Securities; and

         (xi)  use  its  commercially   reasonable  best  efforts  to  list  all
Registrable  Securities covered by such registration statement on any securities
exchange on which any of the Registrable Securities are then listed.

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         The Company may require  each holder of  Registrable  Securities  as to
which any registration is being effected to furnish the Company such information
regarding such holder of Registrable  Securities  and the  distribution  of such
securities as the Company may from time to time reasonably request in writing.

4.2 The Company will not file any registration statement pursuant to Section 2.2
or Section 2.3, or amendment thereto or any prospectus or any supplement thereto
to which the Investors shall reasonably object, provided that the Company may
file such documents in a form required by law or upon the advice of its counsel.

4.3 The Company represents and warrants to each holder of Registrable Securities
that it has obtained all necessary waivers, consents and authorizations
necessary to execute this Agreement and consummate the transactions contemplated
hereby other than such waivers, consents and/or authorizations specifically
contemplated by the Preferred Stock Purchase Agreement.

4.4 Each holder of Registrable Securities agrees that, upon receipt of any
notice from the Company of the occurrence of any event of the kind described in
subdivision (viii) of Section 4.1, such Holder will forthwith discontinue such
holder of Registrable Securities' disposition of Registrable Securities pursuant
to the Registration Statement relating to such Registrable Securities until such
holder of Registrable Securities' receipt of the copies of the supplemented or
amended prospectus contemplated by subdivision (viii) of Section 4.1 and, if so
directed by the Company, will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies, then in such Holder's possession
of the prospectus relating to such Registrable Securities current at the time of
receipt of such notice.


                                    ARTICLE V

                             UNDERWRITTEN OFFERINGS
                             ----------------------

5.1 Incidental Underwritten Offerings. If the Company at any time proposes to
register any of its securities under the 1933 Act as contemplated by Section 3.1
and such securities are to be distributed by or through one or more
underwriters, the Company will, if requested by any holder of Registrable
Securities as provided in Section 3.1 and subject to the provisions of Section
3.2, use its commercially reasonable best efforts to arrange for such
underwriters to include all the Registrable Securities to be offered and sold by
such holder among the securities to be distributed by such underwriters. In no
event shall any Investor be deemed an underwriter for purposes of this
Agreement.

5.2 Participation In Underwritten Offerings. No holder of Registrable Securities
may participate in any underwritten offering under Section 3.1 unless such
holder of Registrable Securities (i) agrees to sell such Person's securities on
the basis provided in any underwriting arrangements approved, subject to the
terms and conditions hereof, by the holders of a majority of Registrable

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Securities to be included in such underwritten offering and (ii) completes and
executes all questionnaires, indemnities, underwriting agreements and other
documents (other than powers of attorney) required under the terms of such
underwriting arrangements. Notwithstanding the foregoing, no underwriting
agreement (or other agreement in connection with such offering) shall require
any holder of Registrable Securities to make a representation or warranty to or
agreements with the Company or the underwriters other than representations and
warranties contained in a writing furnished by such holder of Registrable
Securities expressly for use in the related registration statement or
representations, warranties or agreements regarding such holder of Registrable
Securities, such holder's Registrable Securities and such holder's intended
method of distribution and any other representation required by law.

5.3 Preparation; Reasonable Investigation. In connection with the preparation
and filing of each registration statement under the 1933 Act pursuant to this
Agreement, the Company will give the holders of Registrable Securities
registered under such registration statement, and their respective counsel and
accountants, the opportunity to participate in the preparation of such
registration statement, each prospectus included therein or filed with the SEC,
and each amendment thereof or supplement thereto, and will give each of them
such access to its books and records and such opportunities to discuss the
business of the Company with its officers and the independent public accountants
who have certified its financial statements as shall be necessary, in the
reasonable opinion of such holders' and such underwriters' respective counsel,
to conduct a reasonable investigation within the meaning of the 1933 Act.


                                   ARTICLE VI

                                INDEMNIFICATION
                                ---------------

6.1 Indemnification by the Company. In the event of any registration of any
securities of the Company under the 1933 Act, the Company will, and hereby does
agree to indemnify and hold harmless the holder of any Registrable Securities
covered by such registration statement, its directors and officers, each other
Person who participates as an underwriter in the offering or sale of such
securities and each other Person, if any, who controls such holder or any such
underwriter within the meaning of the 1933 Act against any losses, claims,
damages or liabilities, joint or several, to which such holder or any such
director or officer or underwriter or controlling person may become subject
under the 1933 Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such securities were registered under the 1933 Act, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or any

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amendment or supplement thereto, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Company will reimburse such holder
and each such director, officer, underwriter and controlling person for any
legal or any other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, liability, action or
proceeding, provided that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, liability, (or action or
proceeding in respect thereof) or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such holder or
underwriter stating that it is for use in the preparation thereof and, provided
further that the Company shall not be liable to any Person who participates as
an underwriter in the offering or sale of Registrable Securities or to any other
Person, if any, who controls such underwriter within the meaning of the 1933
Act, in any such case to the extent that any such loss, claim, damage, liability
(or action or proceeding in respect thereof) or expense arises out of such
Person's failure to send or give a copy of the final prospectus, as the same may
be then supplemented or amended, within the time required by the 1933 Act to the
Person asserting the existence of an untrue statement or alleged untrue
statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such
statement or omission was corrected in such final prospectus or an amendment or
supplement thereto. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such holder or any such
director, officer, underwriter or controlling person and shall survive the
transfer of such securities by such holder.

6.2 Indemnification by the Investor. The Company may require, as a condition to
including any Registrable Securities in any registration statement filed
pursuant to this Agreement, that the Company shall have received an undertaking
satisfactory to it from the prospective holder of such Registrable Securities,
to indemnify and hold harmless (in the same manner and to the same extent as set
forth in Section 6.1) the Company, each director of the Company, each officer of
the Company and each other Person, if any, who controls the Company within the
meaning of the 1933 Act, with respect to any statement or alleged statement in
or omission or alleged omission from such registration statement, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, if such statement or alleged
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by such holder of Registrable Securities specifically
stating that it is for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement. Any such indemnity shall remain in full force and effect, regardless
of any investigation made by or on behalf of the Company or any such director,
officer or controlling person and shall survive the transfer of such securities
by such Investor. The indemnification by the Investors shall be limited to Fifty
Thousand ($50,000) Dollars.

6.3 Notices Of Claims, Etc. Promptly after receipt by an indemnified party of
notice of the commencement of any action or proceeding involving a claim
referred to in Sections 6.1 and Section 6.2, such indemnified party will, if
claim in respect thereof is to be made against an indemnifying party, give
written notice to the latter of the commencement of such action, provided that
the failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under Sections 6.1 and Section
6.2, except to the extent that the indemnifying party is actually prejudiced by
such failure to give notice. In case any such action is brought against an
indemnified party, unless in such indemnified party's reasonable judgment a


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conflict of interest between such indemnified and indemnifying parties may exist
in respect of such claim, the indemnifying party shall be entitled to
participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified, to the extent that the indemnifying party
may wish, with counsel reasonably satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
consent of the indemnified party, consent to entry of any judgment or enter into
any settlement of any such action which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability, or a covenant not to sue, in respect to such
claim or litigation. No indemnified party shall consent to entry of any judgment
or enter into any settlement of any such action the defense of which has been
assumed by an indemnifying party without the consent of such indemnifying party.

6.4 Other Indemnification. Indemnification similar to that specified in Sections
6.1 and Section 6.2 (with appropriate modifications) shall be given by the
Company and each holder of Registrable Securities (but only if and to the extent
required pursuant to the terms herein) with respect to any required registration
or other qualification of securities under any Federal or state law or
regulation of any governmental authority, other than the 1933 Act.

6.5 Indemnification Payments. The indemnification required by Sections 6.1 and
Section 6.2 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.

6.6 Contribution. If the indemnification provided for in Sections 6.1 and
Section 6.2 is unavailable to an indemnified party in respect of any expense,
loss, claim, damage or liability referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such expense,
loss, claim, damage or liability (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
holder of Registrable Securities or underwriter, as the case may be, on the
other from the distribution of the Registrable Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company on
the one hand and of the holder of Registrable Securities or underwriter, as the
case may be, on the other in connection with the statements or omissions which
resulted in such expense, loss, damage or liability, as well as any other
relevant equitable considerations. The relative benefits received by the Company
on the one hand and the holder of Registrable Securities or underwriter, as the
case may be, on the other in connection with the distribution of the Registrable
Securities shall be deemed to be in the same proportion as the total net
proceeds received by the Company from the initial sale of the Registrable


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Securities by the Company to the purchasers bear to the gain, if any, realized
by all selling holders participating in such offering or the underwriting
discounts and commissions received by the underwriter, as the case may be. The
relative fault of the Company on the one hand and of the holder of Registrable
Securities or underwriter, as the case may be, on the other shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission to state a material fact relates to
information supplied by the Company, by the holder of Registrable Securities or
by the underwriter and the parties' relative intent, knowledge, access to
information supplied by the Company, by the holder of Registrable Securities or
by the underwriter and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission,
provided that the foregoing contribution agreement shall not inure to the
benefit of any indemnified party if indemnification would be unavailable to such
indemnified party by reason of the provisions contained herein, and in no event
shall the obligation of any indemnifying party to contribute under this Section
6.6 exceed the amount that such indemnifying party would have been obligated to
pay by way of indemnification if the indemnification provided for hereunder had
been available under the circumstances.

         The Company and the holders of Registrable Securities agree that it
would not be just and equitable if contribution pursuant to this Section 6.6
were determined by pro rata allocation (even if the holders of Registrable
Securities and any underwriters were treated as one entity for such purpose) or
by any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth herein, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.

         Notwithstanding the provisions of this Section 6.6, no holder of
Registrable Securities or underwriter shall be required to contribute any amount
in excess of the amount by which (i) in the case of any such holder, the net
proceeds received by such holder from the sale of Registrable Securities in the
applicable Registration Statement or (ii) in the case of an underwriter, the
total price at which the Registrable Securities purchased by it and distributed
to the public were offered to the public exceeds, in any such case, the amount
of any damages that such holder or underwriter has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.


                                   ARTICLE VII


                                    RULE 144
                                    --------


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7.1 Rule 144. The Company shall file in a timely manner the reports required to
be filed by the Company under the 1933 Act and the 1934 Act (including but not
limited to the reports under Sections 13 and 15(d) of the Exchange Act referred
to in subparagraph (c) of Rule 144 adopted by the SEC under the 1933 Act) and
the rules and regulations adopted by the SEC thereunder (or, if the Company is
not required to file such reports, will, upon the request of any holder of
Registrable Securities, make publicly available other information) and will take
such further action as any holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holder to
sell Registrable Securities without registration under the 1933 Act within the
limitation of the exemptions provided by (a) Rule 144 under the 1933 Act, as
such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the SEC. Upon the request of any holder of
Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with the requirements of this Section
7.1.


                                  ARTICLE VIII


                                 MISCELLANEOUS
                                 -------------


8.1 Amendments And Waivers. This Agreement may be amended and the Company may
take any action herein prohibited, or omit to perform any act herein required to
be performed by it, only if the Company shall have obtained the written consent
to such amendment, action or omission to act, of the holder or holders of the
sum of the fifty-one percent (51%) or more of the shares of (i) Registrable
Securities issued at such time, plus (ii) Registrable Securities issuable upon
exercise or conversion of the Securities then constituting derivative securities
(if such Securities were not fully exchanged or converted in full as of the date
such consent if sought). Each holder of any Registrable Securities at the time
or thereafter outstanding shall be bound by any consent authorized by this
Section 8.1, whether or not such Registrable Securities shall have been marked
to indicate such consent.

8.2 Nominees For Beneficial Owners. In the event that any Registrable Securities
are held by a nominee for the beneficial owner thereof, the beneficial owner
thereof may, at its election, be treated as the holder of such Registrable
Securities for purposes of any request or other action by any holder or holders
of Registrable Securities pursuant to this Agreement or any determination of any
number of percentage of shares of Registrable Securities held by a holder or
holders of Registrable Securities contemplated by this Agreement. If the
beneficial owner of any Registrable Securities so elects, the Company may
require assurances reasonably satisfactory to it of such owner's beneficial
ownership or such Registrable Securities.

8.3 Notices. Except as otherwise provided in this Agreement, all notices,
requests and other communications to any Person provided for hereunder shall be
in writing and shall be given to such Person (a) in the case of a party hereto
other than the Company, addressed to such party in the manner set forth in the
Preferred Stock Purchase Agreement or at such other address as such party shall
have furnished to the Company in writing, or (b) in the case of any other holder
of Registrable Securities, at the address that such holder shall have furnished
to the Company in writing, or, until any such other holder so furnishes to the
Company an address, then to and at the address of the last holder of such


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Registrable Securities who has furnished an address to the Company, or (c) in
the case of the Company, at the address set forth on the signature page hereto,
to the attention of its President, or at such other address, or to the attention
of such other officer, as the Company shall have furnished to each holder of
Registrable Securities at the time outstanding. Each such notice, request or
other communication shall be effective (i) if given by mail, 72 hours after such
communication is deposited in the mail with first class postage prepaid,
addressed as aforesaid or (ii) if given by any other means (including, without
limitation, by fax or air courier), when delivered at the address specified
above, provided that any such notice, request or communication shall not be
effective until received.

8.4 Assignment. This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto. In addition, and whether or not any
express assignment shall have been made, the provisions of this Agreement which
are for the benefit of the parties hereto other than the Company shall also be
for the benefit of and enforceable by any subsequent holder of any Registrable
Securities. Each of the Holders of the Registrable Securities agrees, by
accepting any portion of the Registrable Securities after the date hereof, to
the provisions of this Agreement including, without limitation, appointment of
the Investors' Representative to act on behalf of such Holder pursuant to the
terms hereof which such actions shall be made in the good faith discretion of
the Investors' Representative and be binding on all persons for all purposes.

8.5 Descriptive  Headings.  The descriptive headings of the several sections and
paragraphs of this Agreement are inserted for reference only and shall not limit
or otherwise affect the meaning hereof.

8.6  Governing  Law.  This  Agreement  shall be governed  by, and  construed  in
accordance  with,  the laws of the State of New York,  without  giving effect to
applicable principles of conflicts of law.

8.7 Jurisdiction. This Agreement shall be exclusively governed by and construed
in accordance with the laws of the State of New York. If any action is brought
among the parties with respect to this Agreement or otherwise, by way of a claim
or counterclaim, the parties agree that in any such action, and on all issues,
the parties irrevocably waive their right to a trial by jury. Exclusive
jurisdiction and venue for any such action shall be the State or Federal Courts
serving the State of New York. In the event suit or action is brought by any
party under this Agreement to enforce any of its terms, or in any appeal
therefrom, it is agreed that the prevailing party shall be entitled to
reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.

8.8 Entire Agreement. This Agreement embodies the entire agreement and
understanding between the Company and each other party hereto relating to the
subject matter hereof and supercedes all prior agreements and understandings
relating to such subject matter.

8.9 Severability. If any provision of this Agreement, or the application of such
provisions to any Person or circumstance, shall be held invalid, the remainder
of this Agreement, or the application of such provision to Persons or
circumstances other than those to which it is held invalid, shall not be


         REGISTRATION RIGHTS AGREEMENT BETWEEN LOGICA HOLDINGS INC. AND
              T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC

                                  PAGE 14 OF 16
<PAGE>


affected thereby.

8.10 Binding Effect. All the terms and provisions of this Agreement whether so
expressed or not, shall be binding upon, inure to the benefit of, and be
enforceable by the parties and their respective administrators, executors, legal
representatives, heirs, successors and assignees.

8.11 Preparation of Agreement. This Agreement shall not be construed more
strongly against any party regardless of who is responsible for its preparation.
The parties acknowledge each contributed and is equally responsible for its
preparation.

8.12 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay
on the part of any party hereto in the exercise of any right hereunder shall
impair such right or be construed to be a waiver of, or acquiescence in, any
breach of any representation, warranty, covenant or agreement herein, nor shall
nay single or partial exercise of any such right preclude other or further
exercise thereof or of any other right. All rights and remedies existing under
this Agreement are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

8.13 Counterparts. This Agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement. A facsimile transmission of this
signed Agreement shall be legal and binding on all parties hereto.





                         [SIGNATURES ON FOLLOWING PAGE]




         REGISTRATION RIGHTS AGREEMENT BETWEEN LOGICA HOLDINGS INC. AND
              T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC

                                  PAGE 15 OF 16
<PAGE>


         IN WITNESS WHEREOF, the Investors and the Company have as of the date
first written above executed this Agreement.

Logica Holdings Inc.


Enzo Taddei

___________________________________

By: Logica Holdings Inc
    -------------------

Title: Chief Financial Officer
       -----------------------



INVESTOR:

T Squared Partners LLC
By:  T Squared Capital LLC, its General Partners

___________________________________
Thomas M.Sauve
Managing Member
1325 Sixth Avenue, Floor 28
New York NY 10019


INVESTOR:

T Squared Investments LLC
By:  T Squared Capital LLC, its General Partners

___________________________________
Thomas M.Sauve
Managing Member
1325 Sixth Avenue, Floor 28
New York NY 10019



         REGISTRATION RIGHTS AGREEMENT BETWEEN LOGICA HOLDINGS INC. AND
              T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC

                                  PAGE 16 OF 16
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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