EMTA HOLDINGS, INC. 7320 East Butherus, Suite 206 Scottsdale, AZ 85260

The exercise price shall be adjusted as follows: In the event the closing price for the Common Stock closed below $2.50 after such time as the Registration Statement is declared effective, the warrant exercise price shall be ratcheted down in the following manner: fifteen (15) business days after the Registration Statement is declared effective the exercise price shall become 125% of the trailing 5 day VWAP; thirty (30) business days after the Registration Statement is declared effective the exercise price shall become 125% of the trailing 5 day VWAP; forty-five (45) business days after the Registration Statement is declared effective the exercise price shall become 125% of the trailing 5 day VWAP; and sixty (60) business days after the Registration Statement is declared effective the exercise price shall become 125% of the trailing 5 day VWAP. Notwithstanding anything herein to the contrary, in the event the Common Stock is trading above $2.00 at any time during these periods, the exercise price shall remain $2.50 and not be subject to any change whatsoever.

The Warrants are hereby amended in accordance with the foregoing provision. All other provisions of the Warrants, as amended from time to time, shall remain in full force and effect.