placed it at a market cap of 95 million. Had a bit over 500 million shares out and the last placement that brought it to that was at 19 cents. Bab management and invetsments tanked the company. I believe this management team will do better. We would need to hit 86 cents pre-consolidation to realize that amount again. 86 cents is not my guess,I'm still sticking with my 10 cent-hope!

April 1, 2011

Poynt Corporation

Suite 304-5519 2nd St. SW.

Calgary, AB

T2H 0H3

Attention: Mr. Andrew Osis, CEO & Director

Dear Sirs/Mesdames:

The undersigned, Versant Partners Inc. (the “Agent”) understands that Poynt Corporation (the

“Corporation”) proposes to create, issue and sell, on a private placement basis, up to 81,578,947 special

warrants (the “Special Warrants”) at a price of $0.19 per Special Warrant, (the “Offering Price”) for

gross proceeds of up to approximately $15,500,000, subject to the terms and conditions set out below.