8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  March 4, 2016

(Exact name of registrant as specified in charter)

Wyoming	000-08447	83-0219465
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 East Campus View Blvd., Ste. 200, Columbus, Ohio	43235
Address of Principal Executive Offices	(Zip Code)

Registrant's telephone number, including area code:   (614) 985-3648

(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):

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

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

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

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

As used in this Current Report on Form 8-K and unless otherwise indicated, the terms “the Company,” “Omega,” “we,” “us” and “our” refer to Omega Commercial Finance Corporation and its subsidiaries.

Item 1.01

Entry into a Material Definitive Agreement.

On March 4, 2016, the Company entered into various agreements with Mark Feanny, MD (“Dr. Feanny” or “Lender”) for a one-year, $500,000 loan (the “Loan”), which was funded in full on March 11, 2016.

The Loan is evidenced by a Promissory Note made by us in favor of Lender (the “Note”) maturing on March 4, 2017, subject to one extension of up to ninety (90) days, exercisable at our option.  The Note bears interest at the rate of eight percent (8%) per annum, which increases to fifteen percent (15%) per annum during the extension period, if any.  Interest accrues in arrears and is payable in monthly installments of $3,333.33 in cash or, at the option of Lender, the issuance of 1,334 shares of our Series Z Preferred Stock (“Series Z Preferred Shares”), valued at $2.50 per share.  If we exercise our right to extend maturity of the Note, the monthly cash interest payment or number of Series Z Preferred Shares issuable in lieu thereof at the option of Lender, will increase proportionately.  The Note may be prepaid by Omega at any time prior to maturity, without premium or penalty.  The Note also grants Dr. Feanny the right to serve on our board of directors for a period of two (2) years, subject to extension in certain circumstances.  Dr. Feanny was appointed to our board of directors effective March 17, 2016.

The Note is secured by the pledge of 1.0 billion shares of our Series CC Preferred Stock held by Jon S Cummings IV our Chairman of the Board pursuant to a Pledge and Security Agreement entered into contemporaneously with the Note (the “Pledge Agreement”) and is personally guaranteed by Mr. Cummings, Todd C Buxton, our Chief Executive Officer and Eran Danino, our President pursuant to a Personal Guaranty (the “Guaranty”) also entered into contemporaneously with the Note.

Contemporaneously with the execution and delivery of the Note, Omega issued to Lender a five-year warrant (the “Warrant”) to purchase 20,000,000 shares of our common stock (the “Warrant Shares”), at an exercise price of $0.01 per Warrant Share.  The Warrant is exercisable at any time and from time to time during its five year term, in whole or in part and may be exercised on a “cashless” basis. The number of Warrant Shares issuable upon exercise of the Warrant and the exercise price are subject to adjustment in the event of stock dividends, stock splits and similar recapitalization events.

The proceeds of the loan will be used for legal, accounting and other working capital expenses related to bringing the Company current in its reporting obligations with the Securities and Exchange Commission, as well as for implementing its ongoing business plan, subject to approval of Lender.

The description of the Loan and the and various agreements entered into by the Company as described above is qualified in its entirety by reference to the Note, the Pledge Agreement, the Guaranty and the Warrant, copies of which are filed as Exhibits to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this item by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 1.01 of this Current Report on Form 8-K in connection with the Loan, Dr. Feanny was granted the right to serve on our board of directors for a period of two (2) years, subject to extension in certain circumstances.  Dr. Feanny was appointed to our board of directors effective March 17, 2016.

2

Dr. Feanny, 43, is a licensed physician trained in general and trauma surgery at the Michael E. DeBakey Department of Surgery in the Baylor College of Medicine within the Texas Medical Center in Houston. Nearly a decade ago, Dr. Feanny shifted his primary clinical focus to emergency medicine and in March 2010, founded America’s ER, a recently developed outpatient model providing community-based emergency room services typically only found in hospitals. To improve America’s ER’s competitive advantage in what has become one of the fastest growing sectors in healthcare, Dr. Feanny has taken this Free Standing Emergency Department (FSEDs”) model and improved it by combining the FSED with an urgent care facility, outpatient imaging and laboratory as well as a host of other primary care services, all in one location. His “hybrid” facility has captured the attention of the industry and has become the new standard in the FSED marketplace. Dr. Feanny and has served as America’s ER’s Chairman and Chief Executive Officer since founding the company in 2010.  FSEDs are either privately owned or can be owned by large healthcare organizations and are located away from traditional hospital campuses. Prior to founding America’s ER, Dr. Feanny, in addition to practicing medicine, was involved in structuring and implementing a variety of physician joint ventured projects, has served as CMO, managing director for numerous corporate entities, has created his own real estate development firm and prior to America’s ER served as CEO of an FSED company founded by one of the original architects of the industry. Dr. Feanny received his M.D. at the University of Texas Medical School and holds a B.S. degree in Neuroscience and Psychology from Texas Christian University.

Other than as set forth in Item 1.01 of this Current Report on Form 8-K, there are no agreements or arrangements between Omega and Dr. Feanny or any of his affiliates.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number

Description

10.1

Promissory Note, dated March 4, 2016

10.2

Pledge and Security Agreement, dated March 4, 2016

10.3

Personal Guaranty, dated March 4, 2016

10.4

Warrant dated March, 4, 2016

SIGNATURES

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

	OMEGA COMMERCIAL FINANCE CORPORATION
Dated:  March 18, 2016	By:	/s/ Todd C. Buxton
		Todd C. Buxton, Chief Executive Officer

3

EX-10

Exhibit 10.1   

EX-10

Exhibit 10.2

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”), is made effective as of the 4th day of March, 2016, by and between JON S. CUMMINGS IV (“Pledgor”) and MARK FEANNY (“Secured Party”). Omega Commercial Finance Corporation, a Wyoming corporation (the “Company”), joins this Security Agreement for the sole purpose of agreeing to and acknowledging the provisions of Section 8 herein.

RECITALS

WHEREAS, Secured Party has afforded the Company with credit evidenced by a promissory note of even date herewith made by the Company in favor of Secured Party in the original principal amount of up to Five hundred Thousand and 00/100 Dollars ($500,000.00) (the “Note”); and

WHEREAS, Pledgor, as a principal shareholder, director and executive officer of the Company has agreed to secure performance of the Obligations (as hereinafter defined) by granting Secured Party a security interest in 1,000,000,000 shares of the Company’s Series CC Preferred Stock, par value $0.00001 per share, held of record and beneficially by Pledgor (such shares held by Pledgor, the “Shares”), on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pledgor and Secured Party hereby agree as follows:

1.

Incorporation.  The recitals set forth above are true and correct and are hereby incorporated into and made a part of this Security Agreement.

2.

Grant of Security Interest in Collateral.  Pledgor hereby grants to Secured Party a continuing, first lien, security interest in and to the Shares (the “Collateral”).

3.

Obligations Secured.  This Security Agreement is made, and the security interest created hereby is granted to Secured Party, as security for the due and punctual performance of all obligations, financial or otherwise, now existing or hereafter arising, whether direct or indirect, primary or secondary, absolute or contingent, due or to become due, of the Company under the Note (the “Obligations”).

4.

Term of Security Agreement.  This Security Agreement shall remain in effect until the earlier of:

A.

The Obligations being fully satisfied; or

B.

Such other time as both the Note and this Security Agreement are terminated by written agreement of all the parties hereto and thereto.

5.

Warranties, Covenants and Agreements of Pledgor.  Pledgor warrants, covenants and agrees that:

A.

Except for the security interest granted to Secured Party hereby, Pledgor is and shall be throughout the term of this Security Agreement the legal and equitable owner of the Collateral, and Pledgor has not made and will not make throughout the term of this Security Agreement any assignment, pledge, mortgage, hypothecation or transfer of the Collateral or the proceeds thereof.

B.

Except for the security interest granted to Secured Party hereby, the Collateral is free and clear of any and all liens, encumbrances or security interests, however arising, and no other party has possession of the Collateral or otherwise has any rights to possess the Collateral or to secure any security or other interest in the Collateral.

C.

Throughout the term of this Security Agreement, Pledgor will, at Pledgor’s sole expense, defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein.

D.

Upon the execution of this Security Agreement, Pledgor shall deliver one or more certificates evidencing the Collateral to Secured Party, accompanied by stock powers executed in blank by Pledgor, to be held by Secured Party to perfect his security interest in the Collateral throughout the term of this Security Agreement.

E.

Pledgor will execute, upon the request of Secured Party at any time or from time to time, any and all agreements or other documents that Secured Party reasonably deems appropriate to protect or perfect the security interest granted herein or to grant or confirm the rights and authority granted to Secured Party hereunder.

F.

Throughout the term of this Security Agreement, Pledgor shall pay, or cause to be paid or otherwise satisfied, all taxes or other duties or amounts levied or assessed upon Pledgor or Secured Party on or with respect to the Collateral.

6.

Voting Rights; Dividends.

A.

As long as no Event of Default (as defined under Section 8 hereof) hereunder shall have occurred:

(i)

Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers accruing to an owner of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Security Agreement.

(ii)

Pledgor shall be entitled to retain and use any and all cash dividends or distributions paid on the Collateral provided they have not been paid in violation of this Security Agreement or the Note, but any and all stock and/or liquidating dividends, other distributions in property, return of capital or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination or reclassification of outstanding capital stock of the Company or received in exchange for collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets or on  the liquidation, whether voluntary or involuntary of any issuer of the Collateral, or otherwise, shall automatically be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith immediately be delivered to Secured Party to be held subject to the terms of this Security Agreement.

B.

Upon the occurrence of any Event of Default (as defined under Section 8 hereof), Secured Party shall have the right and authority to exercise voting and/or consensual rights and powers and/or to receive and retain any and all dividends, cash or otherwise, with respect to the Collateral, which Pledgor shall otherwise be authorized to retain pursuant to Section 6A hereof.  Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 6B shall be retained by Secured Party as additional collateral herein.

7.

Secured Party’s Rights and Remedies Upon Default.

A.

Upon the occurrence of an Event of Default, Secured Party may sell, assign, transfer, endorse and deliver the whole or, from time to time, any part of the Collateral at public or private sale for cash, upon credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as Secured Party in its discretion shall deem appropriate. Upon consummation of any such sale, Secured Party shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or approval which Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Secured Party shall further have the remedies provided hereunder and the remedies of a secured party under applicable provisions of the Uniform Commercial Code of the State of Wyoming.

B.

Pledgor and Secured Party acknowledge that impairment of the Collateral by Pledgor will cause irreparable injury to Secured Party, that remedies at law of Secured Party for impairment of the Collateral or threatened impairment of the Collateral will be inadequate, and that Secured Party shall, in addition to and not in limitation of any other rights or remedies available at law or in equity, be entitled to temporary and permanent injunctive relief, without the necessity of proving actual damages or posting a bond.

C.

To the extent permitted by law, the prevailing party in any legal or non-legal proceedings (including any bankruptcy and appellate proceeding) taken to enforce or protect a party’s rights hereunder shall be paid all of its reasonable attorneys’ fees and other expenses incurred in connection with such action at both the trial and appellate levels, such reimbursable expenses to include, without limitation, expenses in connection with the assembling, repossession and disposition of Collateral.

8.

Events of Default.  An event of default under this Security Agreement shall exist upon the happening of any one or more of the following events (each, an “Event of Default”):

A.

Failure of the Company to observe or perform any of its warranties or covenants or other obligations in the Note, after the expiration of any applicable notice and cure periods provided in the Note;

B.

Failure of Pledgor or the Company to observe or perform any of their respective representations, warranties, covenants or agreements in this Security Agreement after ten (10) calendar days’ written notice and opportunity to cure, provided, however, that if Pledgor or the Company, as the case may be, has commenced to cure the default during such ten (10) day period, it shall have thirty (30) days from the giving of written notice of default to cure such default;

C.

Failure of any personal guarantor of the Note to observe or perform any of his representations, warranties, covenants or agreements in that certain Personal Guaranty of even date herewith executed by each of the individual guarantors named therein;

D.

If Pledgor or the Company makes an assignment for the benefit of creditors;

E.

If Pledgor or the Company petitions or applies to any tribunal for the appointment of a trustee or receiver for himself or itself; or of any substantial part of his or its assets, or commences any proceedings relating to himself or itself under any insolvency, reorganization, arrangement, readjustment of debts, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; or

F.

If any petition or application is filed, or any such proceedings are commenced, against Pledgor or the Company or by any act indicates his or its approval thereof, consent thereto, or acquiescence therein, or any order is entered appointing any such trustee or receiver, or adjudicating such party bankrupt or insolvent, or approving the petition in any proceedings and such order, adjudication or approval remains unstayed and in effect for sixty (60) calendar days.

9.

Remedies Cumulative.  The remedies provided in this Security Agreement are cumulative and not mutually exclusive. The remedies can be exercised successively or concurrently by Secured Party and as many times as and whenever the occasion may arise.

10.

No Waiver.  The failure of Secured Party to take any of the actions or exercise any of the rights, interest, powers or authority granted to Secured Party hereunder shall not be construed to be a waiver of any of the rights, interest, powers or authority granted to Secured Party hereunder.

11.

Indemnity.  Pledgor will defend and indemnify Secured Party from and against any and all liability, loss, damage and expenses (including all attorneys’ fees and expenses through litigation and all appeals) which Secured Party might incur by virtue of any violation of this Security Agreement by Pledgor or the Company, or by virtue of any violation by Pledgor or the Company of any law in respect of the security interest granted hereunder, and from any and all other claims and demands whatsoever which may be asserted against Secured Party hereunder which are not attributable to Secured Party’s own gross negligence or willful misconduct.

12.

Expenses.  Any and all expenses that may be incurred in connection with the enforcement of this Security Agreement or the filing of any financing statements, whether now or hereafter filed shall be the sole responsibility of Pledgor. In the event of Pledgor’s failure to pay all such costs, the amounts due and owing will bear interest at an annual rate of 20% per annum (subject to applicable usury limits).

13.

Secured Party Appointed Attorney-in-Fact.  Pledgor hereby appoints Secured Party the attorney-in-fact of Pledgor for the purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which Secured Party may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest.

14.

Legal Representation.  Pledgor acknowledges that it has been given an opportunity to seek counsel in connection with the negotiation and execution of this Security Agreement, and has either sought the advice of counsel or has voluntarily chosen not to seek the advice of counsel.

15.

Notice Provision.  All notices to Pledgor and Secured Party shall be given by overnight courier or certified mail, return receipt requested and shall be effective upon receipt,

if to Pledgor to:

200 East Campus View Boulevard

Suite 200

Columbus, Ohio 43235

if to Secured Party to:

10223 Broadway, Suite P433

Pearland, Texas 77584

or to such other address as a party may designate by written notice to the other party.

16.

Miscellaneous.  This Security Agreement shall be binding upon Pledgor and his heirs, legal representatives, successors and permitted assigns and shall inure to the benefit of Secured Party and its successors and assigns. This Security Agreement shall not be assigned by Pledgor without the express written consent of Secured Party. This Security Agreement shall in all respects be governed and enforced by and construed in accordance with the laws of the State of Texas (without reference to the choice of law principles thereof), including, without limitation, matters of construction, validity and performance.  The parties agree that all actions or proceedings arising in connection with this Security Agreement shall be tried and litigated only in the state and federal courts located in Harris County, Texas. Each party acknowledges that it has reviewed this Security Agreement, and the parties hereby agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Security Agreement.  In the event any terms or provisions of this Security Agreement are held invalid or unenforceable, the remaining terms and conditions of this Security Agreement shall continue to be fully enforceable without change, and this Security Agreement shall be interpreted as if the invalid or unenforceable provision had not been a part hereof. This Security Agreement, together with the Note and the Personal Guaranty referenced herein, in each case together with exhibits thereto and related documentation, constitutes the entire agreement between Pledgor, Secured Party, the Company and the guarantors party to the Personal Guaranty, concerning the subject matter hereof and thereof, and will not be amended, altered or changed except by a written agreement signed by the parties.

[Signature Page Follows.]

IN WITNESS WHEREOF, the undersigned have executed this Security Agreement as of the date first above written.

PLEDGOR:
/s/ Jon S. Cummings IV
Jon S. Cummings IV
SECURED PARTY:
/s/ Mark Feanny
Mark Feanny
The Company joins this Security Agreement for the sole purpose of acknowledging and agreeing to the provisions of Section 8 herein (and any other provision herein applicable to the Company):
COMPANY:
OMEGA COMMERCIAL FINANCE CORPORATION
By:	/s/ Jon S. Cummings IV
	Jon S. Cummings IV, Chairman

EX-10

Exhibit 10.3

PERSONAL GUARANTY

The undersigned, Jon S. Cummings IV, Todd C. Buxton and Eran Danino (each, a “Guarantor” and collectively, “Guarantors”), being officers and shareholders of Omega Commercial Finance Corporation, a Wyoming corporation (“Borrower”), for direct and indirect consideration, the receipt and adequacy of which are hereby expressly acknowledged, jointly and severally, do hereby personally guarantee the full and punctual payment and performance by Borrower under that certain Promissory Note of even date herewith (the “Note”) made in the original principal amount of Five Hundred Thousand Dollars ($500,000.00) made by Borrower in favor of Mark Feanny (“Lender”), a copy of which Note is attached hereto as Exhibit A.

In the event that Borrower fails to make any payment under the Note when due or otherwise or fails to perform in any other manner with respect to the Note, Guarantors do hereby promise, jointly and severally, to make all payments due Borrower or otherwise perform under the Note, and to promptly reimburse Lender for any and all reasonable costs and expenses, including court costs, incurred by Lender in connection with the enforcement of this Personal Guaranty. Furthermore, this Personal Guaranty is an absolute, continuing and unconditional guaranty of payment and performance and shall not be discharged, impaired or affected by the insolvency of any Guarantor, the validity or invalidity of the Note or the Pledge and Security Agreement entered into in connection therewith, any transfer of diminution of value of any portion of the collateral described in such Pledge and Security Agreement, any statute of limitations affecting the liability of any Guarantor, or any right of offset, counterclaim or defense of any Guarantor whatsoever.

Furthermore, Guarantors do hereby authorize and empower any attorney of any court of record of the State of Texas to appear for and to enter judgment against us, or any of us, in favor of Lender for any sums due under the Note or this Personal Guaranty together with the costs of collection as set forth therein and herein. Guarantors, jointly and severally, hereby waive and release all benefit and relieve from any and all appraisement, stay or exemptions laws of any state now in force or hereafter to be passed with respect to this Personal Guaranty.

IN WITNESS WHEREOF, Guarantors have, jointly and severally, executed and delivered this Personal Guarantee this 4th day of March, 2016.

GUARANTORS:

/s/ Jon S. Cummings IV

Jon S. Cummings IV

/s/ Todd C. Buxton

Todd C. Buxton

/s/ Eran Danino

Eran Danino

EX-10

Exhibit 10.4

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAWS (“BLUE SKY LAWS”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE BLUE SKY LAWS OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL WILL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT NO REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS.

WARRANT

To Purchase 20,000,000 Shares of Common Stock

of

OMEGA COMMERCIAL FINANCE CORPORATION

THIS CERTIFIES THAT, for good and valuable consideration, MARK FEANNY (“Holder”), or holder’s registered assigns, is entitled to subscribe for and purchase from OMEGA COMMERCIAL FINANCE CORPORATION, a Wyoming corporation (the “Company”), at any time from and after March 4, 2016 (the “Commencement Date”) through the fifth anniversary of the Commencement Date (such five-year period, the “Exercise Period”), Twenty Million and no/100 (20,000,000) fully paid and non-assessable shares of the common stock of the Company (“Shares”) at a price per Share of $0.001 (the “Warrant Exercise Price”), subject to the anti-dilution provisions of this Warrant.

The Shares that may be acquired upon exercise of this Warrant are sometimes referred to herein as the “Warrant Shares.” As used herein, the term “Holder” includes any party who acquires all or a part of this Warrant as a registered transferee of Holder, or any record holder or holders of the Warrant Shares issued upon exercise, whether in whole or in part, of the Warrant. The term “Shares” means the common stock, par value $0.01 per share, of the Company, and will also include any capital stock of any class of the Company hereafter authorized which will not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends or in the distribution of assets upon the voluntary or involuntary liquidation, dissolution, or winding up of the Company.  The term “Convertible Securities” means any stock or other securities convertible into, or exchangeable for, Shares.

This Warrant is subject to the following provisions, terms and conditions:

1.

Exercise.

(a)

The rights represented by this Warrant may be exercised by the Holder hereof, in whole or in part, by written notice of exercise (in the form attached hereto) delivered to the Company at the principal office of the Company during the Exercise Period, and accompanied or preceded by the surrender of this Warrant along with a check or wire transfer in payment of the Warrant Exercise Price for such Shares.

(b)

Notwithstanding anything contained herein to the contrary, the Holder may, 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 Warrant Exercise Price, elect instead to receive upon such exercise the “Net Number” of Shares determined according to the following formula (a “Cashless Exercise”):

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

B

For purposes of the foregoing formula:

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

B= as applicable: (i) the closing sale price of the Shares on the Trading Day immediately preceding the date of the applicable exercise notice if such exercise notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the bid price of the Shares as of the time of the Holder’s execution of the applicable exercise notice if such exercise notice is executed during regular trading hours on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(a) hereof or (iii) the closing sale price of the Shares on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day.

C= the Exercise Price then in effect for the applicable Shares at the time of such exercise.

“Trading Day” shall mean a day on which the New York Stock Exchange is open for trades.

2.

Exchange and Replacement. Subject to Sections 1 and 7 hereof, this Warrant is exchangeable upon the surrender hereof by the Holder to the Company at its office for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of Warrant Shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of Warrant Shares (not to exceed the aggregate total number purchasable hereunder) as will be designated by the Holder at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant.  This Warrant will be promptly canceled by the Company upon the surrender hereof in connection with any exchange or replacement. The Company will pay all expenses, taxes (other than stock transfer taxes), and other charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Section 2.

3.

Issuance of the Warrant Shares. The Company agrees that the Warrant Shares purchased upon exercise of this Warrant will be and are deemed to be issued to the Holder as of the close of business on the date on which this Warrant will have been surrendered and the payment made for such Warrant Shares as aforesaid. Subject to the provisions of paragraph (b) of this Section 3, certificates for the Warrant Shares so purchased will be delivered to the Holder within a reasonable time, not exceeding fifteen (15) days after the rights represented by this Warrant will have been so exercised, and, unless this Warrant has expired, a new Warrant (of like tenor and date) representing the right to purchase the number of Warrant Shares, if any, with respect to which this Warrant will not then have been exercised will also be delivered to the Holder within such time.

4.

Covenants of the Company. The Company covenants and agrees that all Warrant Shares will, upon issuance, be duly authorized and issued, fully paid, non-assessable and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants 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 for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant a sufficient number of Shares to provide for the exercise of the rights represented by this Warrant.

5.

Anti-Dilution Adjustments. The provisions of this Warrant are subject to adjustment as provided in this Section 5.

(a)

The Warrant Exercise Price will be adjusted from time to time such that in case the Company will hereafter:

(i)

pay any dividends on any class of stock of the Company payable in Shares or Convertible Securities;

(ii)

subdivide its then outstanding Shares or Convertible Securities into a greater number of Shares or Convertible Securities; or

(iii)

combine outstanding Shares by reclassification or otherwise;

then, in any such event, the Warrant Exercise Price in effect immediately prior to such event will (until adjusted again pursuant hereto) be adjusted immediately after such event to a price determined by dividing (A) the number of Shares outstanding immediately prior to such event, multiplied by the then existing Warrant Exercise Price, by (B) the total number of Shares outstanding immediately after such event (including in each case the maximum number of Shares issuable in respect of any Convertible Securities), and the resulting quotient will be the adjusted Warrant Exercise Price per share. Any adjustment made pursuant to this Section 5 will become effective immediately after the record date in the case of a dividend or distribution and will become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this Section 5, the Holder of any Warrant thereafter surrendered for exercise will become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors (whose determination will be conclusive) will in good faith determine the allocation of the adjusted Warrant Exercise Price between or among shares of such classes of capital stock. In the event that at any time as a result of an adjustment made pursuant to this Section 5(a), the holder of any Warrant thereafter surrendered for exercise will become entitled to receive any shares of capital stock of the Company other than Shares, thereafter the Warrant Exercise Price of such other shares so receivable upon exercise of any Warrant will be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Shares contained in this Section 5.

(b)

In case of any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), there will be no adjustment under Section 5(a) above but the Holder of each Warrant then outstanding will have the right thereafter to convert such Warrant into the kind and amount of shares of capital stock and other securities and property which he would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale, or conveyance had such

Warrant been converted immediately prior to the effective date of such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment will be made in the application of the provisions set forth in this Section 5 with respect to the rights and interests thereafter of any Holders of the Warrant, to the end that the provisions set forth in this Section 5 will thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities and property thereafter deliverable on the exercise of the Warrant. The provisions of this Section 5(b) will similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances.

(c)

Upon each adjustment of the Warrant Exercise Price pursuant to this Section 5, the Holder of each Warrant will thereafter (until another such adjustment) be entitled to purchase at the adjusted Warrant Exercise Price the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as adjusted as a result of all adjustments in the Warrant Exercise Price in effect prior to such adjustment) by the Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price.

(d)

Upon any adjustment of the Warrant Exercise Price pursuant to this Section 5, then and in each such case, the Company will within ten (10) days give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice will state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

6.

No Voting Rights.  This Warrant will not entitle the Holder to any voting rights or other rights as a shareholder of the Company.

7.

Notice of Transfer of Warrant or Resale of the Warrant Shares.  The Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Shares, describing briefly the manner of any proposed transfer. Subject to the legend appearing at the top of the first page of this Warrant, such proposed transfer may be effected without registration under the Securities Act or applicable Blue Sky Laws. The prospective transferee or purchaser will also execute such reasonable documents and make such reasonable representations, warranties, and agreements as may be required solely to comply with any applicable exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.

8.

Fractional Shares.  Fractional shares will not be issued upon the exercise of this Warrant, but in any case where the holder would, except for the provisions of this Section, be entitled under the terms hereof to receive a fractional share, the number of Shares will be rounded up to the nearest whole Share.

9.

Governing Law; Venue.  This Warrant shall in all respects be governed and enforced by and construed in accordance with the laws of the State of Texas (without reference to the choice of law principles thereof), including, without limitation, matters of construction, validity and performance. All actions or proceedings arising in connection with this Warrant shall be tried and litigated only in the state and federal courts located in Harris County, Texas.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by a duly authorized officer effective as of the Commencement Date.

OMEGA COMMERCIAL FINANCE CORPORATION
By:	/s/ Jon S. Cummings IV
	Jon S. Cummings IV, Chairman

SUBSCRIPTION FORM

(To be signed upon exercise of Warrant)

THE UNDERSIGNED, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, ____________ _________________ of the shares of common stock $0.01 par value (“Shares”) of OMEGA COMMERCIAL FINANCE CORPORATION to which such Warrant relates and herewith makes payment of $__________________ therefor by wire transfer, check (subject to collection) or “Cashless Exercise” (as defined in the Warrant) and requests that the certificate for such Shares be issued in the name of the undersigned, and be delivered to the address set forth below.

Dated: __________________

(Signature)

(Name)

(Address)

Social Security or Tax ID. No

ASSIGNMENT FORM

(To be signed upon authorized transfer of Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto ______________________________ the right to purchase ____________ shares of common stock, $0.01 par value of OMEGA COMMERCIAL FINANCE CORPORATION (the “Company”) to which the within Warrant relates and appoints ___________________ attorney, to transfer said right on the books of the Company with full power of substitution in the premises.

Dated: __________________

(Signature)

(Name)

(Address)

Social Security or Tax ID. No