<PAGE>

                                                                     Exhibit 4.3

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

                        [FORM OF SERIES [A] [B] WARRANT]

                              LOCAL.COM CORPORATION

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: __________
Number of Shares of Common Stock:_____________
Date of Issuance: July 31, 2007 ("ISSUANCE DATE")

          Local.com Corporation, a Delaware corporation (the "COMPANY"), hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, [HUDSON BAY FUND LP] [HUDSON BAY OVERSEAS FUND
LTD] [ENABLE], the registered holder hereof or its permitted assigns (the
"HOLDER"), is entitled, subject to the terms set forth below, to purchase from
the Company, at the Exercise Price (as defined below) then in effect, upon
surrender of this Warrant to Purchase Common Stock (including any Warrants to
Purchase Common Stock issued in exchange, transfer or replacement hereof, the
"WARRANT"), at any time or times on or after January 31, 2008 (the "INITIAL
EXERCISE ELIGIBILITY DATE"), but not after 11:59 p.m., New York time, on the
Expiration Date (as defined below), ______________ (_)(1) fully paid,
nonassessable shares of Common Stock (as defined below) (the "WARRANT SHARES").
Except as otherwise defined herein, capitalized terms in this Warrant shall have
the meanings set forth in Section 15. This Warrant is one of the Warrants to
purchase Common Stock (the "SPA WARRANTS") issued pursuant to Section 1 of that
certain Securities Purchase Agreement, dated as of July 31, 2007 (the
"SUBSCRIPTION DATE"), by and among the Company and the investors (the "BUYERS")
referred to therein (the "SECURITIES PURCHASE AGREEMENT").

----------
(1)  Insert 20% of the number of Common Shares purchased by the Holder pursuant
     to the Securities Purchase Agreement.

<PAGE>

          1. EXERCISE OF WARRANT.

               (a) Mechanics of Exercise. Subject to the terms and conditions
hereof (including, without limitation, the limitations set forth in Section
1(f)), this Warrant may be exercised by the Holder on any day on or after the
Initial Exercise Eligibility Date, in whole or in part, by (i) delivery of a
written notice, in the form attached hereto as Exhibit A (the "EXERCISE
NOTICE"), of the Holder's election to exercise this Warrant and (ii) (A) payment
to the Company of an amount equal to the applicable Exercise Price multiplied by
the number of Warrant Shares as to which this Warrant is being exercised (the
"AGGREGATE EXERCISE PRICE") in cash or by wire transfer of immediately available
funds or (B) by notifying the Company that this Warrant is being exercised
pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall
not be required to deliver the original Warrant in order to effect an exercise
hereunder. Execution and delivery of the Exercise Notice with respect to less
than all of the Warrant Shares shall have the same effect as cancellation of the
original Warrant and issuance of a new Warrant evidencing the right to purchase
the remaining number of Warrant Shares. On or before the first (1st) Business
Day following the date on which the Company has received each of the Exercise
Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the
"EXERCISE DELIVERY DOCUMENTS"), the Company shall transmit by facsimile an
acknowledgment of confirmation of receipt of the Exercise Delivery Documents to
the Holder and the Company's transfer agent (the "TRANSFER AGENT"). On or before
the third (3rd) Trading Day following the date on which the Company has received
all of the Exercise Delivery Documents (the "SHARE DELIVERY DATE"), the Company
shall (X) provided that the Transfer Agent is participating in The Depository
Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the
request of the Holder, credit such aggregate number of Warrant Shares to which
the Holder is entitled pursuant to such exercise to the Holder's or its
designee's balance account with DTC through its Deposit Withdrawal Agent
Commission system, or (Y) if the Transfer Agent is not participating in the DTC
Fast Automated Securities Transfer Program, issue and dispatch by overnight
courier to the address as specified in the Exercise Notice, a certificate,
registered in the Company's share register in the name of the Holder or its
designee, for the number of shares of Common Stock to which the Holder is
entitled pursuant to such exercise. Upon delivery of the Exercise Delivery
Documents, the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Warrant Shares with respect to which this Warrant
has been exercised, irrespective of the date such Warrant Shares are credited to
the Holder's DTC account or the date of delivery of the certificates evidencing
such Warrant Shares, as the case may be. If this Warrant is submitted in
connection with any exercise pursuant to this Section 1(a) and the number of
Warrant Shares represented by this Warrant submitted for exercise is greater
than the number of Warrant Shares being acquired upon an exercise, then the
Company shall as soon as practicable and in no event later than three Business
Days after any exercise and at its own expense, issue a new Warrant (in
accordance with Section 7(d)) representing the right to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this
Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised. No fractional shares of Common Stock are to be issued upon the
exercise of this Warrant, but rather the number of shares of Common Stock to be
issued shall be rounded up to the nearest whole number. The Company shall pay
any and all taxes which may be payable with respect to the issuance and delivery
of Warrant Shares upon exercise of this Warrant.


                                      -2-

<PAGE>

               (b) Exercise Price. For purposes of this Warrant, "EXERCISE
PRICE" means $_____(2), subject to adjustment as provided herein.

               (c) Company's Failure to Timely Deliver Securities. If the
Company shall fail for any reason or for no reason to issue to the Holder within
three (3) Business Days of receipt of the Exercise Delivery Documents, a
certificate for the number of shares of Common Stock to which the Holder is
entitled and register such shares of Common Stock on the Company's share
register or to credit the Holder's balance account with DTC for such number of
shares of Common Stock to which the Holder is entitled upon the Holder's
exercise of this Warrant, then, in addition to all other remedies available to
the Holder, the Company shall pay in cash to the Holder on each day after such
third Business Day that the issuance of such shares of Common Stock is not
timely effected an amount equal to 1.5% of the product of (A) the sum of the
number of shares of Common Stock not issued to the Holder on a timely basis and
to which the Holder is entitled and (B) the Closing Sale Price of the shares of
Common Stock on the Trading Day immediately preceding the last possible date
which the Company could have issued such shares of Common Stock to the Holder
without violating Section 1(a). In addition to the foregoing, if within three
(3) Trading Days after the Company's receipt of the facsimile copy of a Exercise
Notice the Company shall fail to issue and deliver a certificate to the Holder
and register such shares of Common Stock on the Company's share register or
credit the Holder's balance account with DTC for the number of shares of Common
Stock to which the Holder is entitled upon the Holder's exercise hereunder, and
if on or after such Trading Day the Holder purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of shares of Common Stock issuable upon such exercise that
the Holder anticipated receiving from the Company (a "BUY-IN"), then the Company
shall, within three (3) Business Days after the Holder's request and in the
Holder's discretion, either (i) pay cash to the Holder in an amount equal to the
Holder's total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased (the "BUY-IN PRICE"), at which point the
Company's obligation to deliver such certificate (and to issue such Warrant
Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the
Holder a certificate or certificates representing such Warrant Shares and pay
cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price
over the product of (A) such number of shares of Common Stock, times (B) the
Closing Bid Price on the date of exercise.

               (d) Cashless Exercise. Notwithstanding anything contained herein
to the contrary, if a Registration Statement (as defined in the Registration
Rights Agreement) covering the Warrant Shares that are the subject of the
Exercise Notice (the "UNAVAILABLE WARRANT SHARES") is not available for the
resale of such Unavailable Warrant Shares, 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 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"):

----------
(2)  INSERT IN SERIES A WARRANT: $7.89

     INSERT IN SERIES B WARRANT: $9.26


                                      -3-

<PAGE>

                         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=   the Weighted Average Price of the shares of Common Stock (as
               reported by Bloomberg) for the five (5) consecutive Trading Days
               ending on the date immediately preceding the date of the Exercise
               Notice.

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

               (e) Disputes. In the case of a dispute as to the determination of
the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are
not disputed and resolve such dispute in accordance with Section 12.

               (f) Limitations on Exercises.

                    (i) Beneficial Ownership. The Company shall not effect the
                    exercise of this Warrant, and the Holder shall not have the
                    right to exercise this Warrant, to the extent that after
                    giving effect to such exercise, such Person (together with
                    such Person's affiliates) would beneficially own in excess
                    of 4.99% (the "MAXIMUM PERCENTAGE") of the shares of Common
                    Stock outstanding immediately after giving effect to such
                    exercise. For purposes of the foregoing sentence, the
                    aggregate number of shares of Common Stock beneficially
                    owned by such Person and its affiliates shall include the
                    number of shares of Common Stock issuable upon exercise of
                    this Warrant with respect to which the determination of such
                    sentence is being made, but shall exclude shares of Common
                    Stock which would be issuable upon (x) exercise of the
                    remaining, unexercised portion of this Warrant beneficially
                    owned by such Person and its affiliates and (y) exercise or
                    conversion of the unexercised or unconverted portion of any
                    other securities of the Company beneficially owned by such
                    Person and its affiliates (including, without limitation,
                    any convertible notes or convertible preferred stock or
                    warrants) subject to a limitation on conversion or exercise
                    analogous to the limitation contained herein. Except as set
                    forth in the preceding sentence, for purposes of this
                    paragraph, beneficial ownership shall be calculated in
                    accordance with Section 13(d) of the Securities


                                      -4-

<PAGE>

                    Exchange Act of 1934, as amended. For purposes of this
                    Warrant, 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 (1) the
                    Company's most recent Form 10-K, Form 10-Q, Current Report
                    on Form 8-K or other public filing with the Securities and
                    Exchange Commission, as the case may be, (2) a more recent
                    public announcement by the Company or (3) any other notice
                    by the Company or the Transfer Agent setting forth the
                    number of shares of Common Stock outstanding. For any reason
                    at any time, upon the written or oral request of the Holder,
                    the Company shall within one Business Day 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 SPA Warrants, by the Holder and
                    its affiliates since the date as of which such number of
                    outstanding shares of Common Stock was reported. By written
                    notice to the Company, the Holder may from time to time
                    increase or decrease the Maximum Percentage to any other
                    percentage not in excess of 9.99% specified in such notice;
                    provided that (x) any such increase will not be effective
                    until the sixty-first (61st) day after such notice is
                    delivered to the Company, and (y) any such increase or
                    decrease will apply only to the Holder and not to any other
                    holder of SPA Warrants.

                    (ii) Principal Market Regulation. The Company shall not be
                    obligated to issue any shares of Common Stock upon exercise
                    of this Warrant and the Holder shall not have the right to
                    receive upon exercise of this Warrant any shares of Common
                    Stock if the issuance of such shares of Common Stock would
                    exceed that number of shares of Common Stock which the
                    Company may issue upon exercise of the SPA Warrants or
                    otherwise without breaching the Company's obligations under
                    any applicable rules or regulations of any applicable
                    Eligible Market (the "EXCHANGE CAP"), except that such
                    limitation shall not apply in the event that the Company (x)
                    obtains the approval of its stockholders as required by the
                    applicable rules of the Eligible Market for issuances of
                    shares of Common Stock in excess of such amount or (y)
                    obtains a written opinion from outside counsel to the
                    Company that such approval is not required, which opinion
                    shall be reasonably satisfactory to the Required Holders.
                    Until such approval or written opinion is obtained, no
                    Holder shall be issued in the aggregate, upon exercise of
                    any SPA Warrants, shares of Common Stock in an amount
                    greater than the product of the Exchange Cap multiplied by a
                    fraction, the numerator of which is the total number of
                    shares of Common Stock underlying the SPA


                                      -5-

<PAGE>

                    Warrants issued to such Holder pursuant to the Securities
                    Purchase Agreement on the Issuance Date and the denominator
                    of which is the aggregate number of shares of Common Stock
                    underlying the SPA Warrants issued to the Buyers pursuant to
                    the Securities Purchase Agreement on the Issuance Date (with
                    respect to each Holder, the "EXCHANGE CAP ALLOCATION"). In
                    the event that any Holder shall sell or otherwise transfer
                    any of such Holder's SPA Warrants, the transferee shall be
                    allocated a pro rata portion of such Holder's Exchange Cap
                    Allocation, and the restrictions of the prior sentence shall
                    apply to such transferee with respect to the portion of the
                    Exchange Cap Allocation allocated to such transferee. In the
                    event that any holder of SPA Warrants shall exercise all of
                    such holder's SPA Warrants into a number of shares of Common
                    Stock which, in the aggregate, is less than such holder's
                    Exchange Cap Allocation, then the difference between such
                    holder's Exchange Cap Allocation and the number of shares of
                    Common Stock actually issued to such holder shall be
                    allocated to the respective Exchange Cap Allocations of the
                    remaining holders of SPA Warrants on a pro rata basis in
                    proportion to the shares of Common Stock underlying the SPA
                    Warrants then held by each such holder. In the event that
                    the Company is prohibited from issuing any Warrant Shares
                    for which an Exercise Notice has been received as a result
                    of the operation of this Section 1(f)(ii), the Company shall
                    pay cash in exchange for cancellation of such Warrant
                    Shares, at a price per Warrant Share equal to the difference
                    between the Weighted Average Price and the Exercise Price as
                    of the date of the attempted exercise.

               (g) Insufficient Authorized Shares. If at any time while any of
the Warrants remain outstanding the Company does not have a sufficient number of
authorized and unreserved shares of Common Stock to satisfy its obligation to
reserve for issuance upon exercise of the Warrants at least a number of shares
of Common Stock equal to 120% (the "REQUIRED RESERVE AMOUNT") of the number of
shares of Common Stock as shall from time to time be necessary to effect the
exercise of all of the Warrants then outstanding (an "AUTHORIZED SHARE
FAILURE"), then the Company shall immediately take all action necessary to
increase the Company's authorized shares of Common Stock to an amount sufficient
to allow the Company to reserve the Required Reserve Amount for the Warrants
then outstanding. Without limiting the generality of the foregoing sentence, as
soon as practicable after the date of the occurrence of an Authorized Share
Failure, but in no event later than sixty (60) days after the occurrence of such
Authorized Share Failure, the Company shall hold a meeting of its stockholders
for the approval of an increase in the number of authorized shares of Common
Stock. In connection with such meeting, the Company shall provide each
stockholder with a proxy statement and shall use its best efforts to solicit its
stockholders' approval of such increase in authorized shares of Common Stock and
to cause its board of directors to recommend to the stockholders that they
approve such proposal.


                                      -6-

<PAGE>

          2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The
Exercise Price and the number of Warrant Shares shall be adjusted from time to
time as follows:

               (a) Adjustment upon Issuance of shares of Common Stock. If and
whenever on or after the Subscription Date, the Company issues or sells, or in
accordance with this Section 2 is deemed to have issued or sold, any shares of
Common Stock (including the issuance or sale of shares of Common Stock owned or
held by or for the account of the Company, but excluding shares of Common Stock
deemed to have been issued by the Company in connection with any Excluded
Securities) other than the issuance of Common Stock pursuant to a Qualified
Underwritten Offering (as defined below), for a consideration per share (the
"NEW ISSUANCE PRICE") less than a price (the "APPLICABLE PRICE") equal to the
Exercise Price in effect immediately prior to such issue or sale or deemed
issuance or sale (the foregoing a "DILUTIVE ISSUANCE"), then immediately after
such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an
amount equal to the New Issuance Price. If and whenever on or after the
Subscription Date the Company issues or sells any shares of Common Stock
pursuant to a bona-fide firm commitment underwritten public offering by the
Company (other than an "at-the-market offering" as defined in Rule 415(a)(4)
under the 1933 Act or an "equity line") (each, a "QUALIFIED UNDERWRITTEN
OFFERING") (including the issuance or sale of shares of Common Stock owned or
held by or for the account of the Company, but excluding shares of Common Stock
deemed to have been issued by the Company in connection with any Excluded
Securities) for a consideration per share less than the Applicable Price (the
foregoing a "UNDERWRITTEN DILUTIVE ISSUANCE"), then immediately after such
Underwritten Dilutive Issuance, the Exercise Price then in effect shall be
reduced to an amount equal to the product of (A) the Exercise Price in effect
immediately prior to such Underwritten Dilutive Issuance and (B) the quotient
determined by dividing (1) the sum of (I) the product derived by multiplying the
Exercise Price in effect immediately prior to such Underwritten Dilutive
Issuance and the number of Ordinary Shares Deemed Outstanding immediately prior
to such Underwritten Dilutive Issuance plus (II) the consideration, if any,
received by the Company upon such Underwritten Dilutive Issuance, by (2) the
product derived by multiplying (I) the Exercise Price in effect immediately
prior to such Underwritten Dilutive Issuance by (II) the number of Ordinary
Shares Deemed Outstanding immediately after such Underwritten Dilutive Issuance.
Upon each such adjustment of the Exercise Price hereunder, the number of Warrant
Shares shall be adjusted to the number of shares of Common Stock determined by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares acquirable upon exercise of this Warrant
immediately prior to such adjustment and dividing the product thereof by the
Exercise Price resulting from such adjustment. For purposes of determining the
adjusted Exercise Price under this Section 2(a), the following shall be
applicable:

               (i) Issuance of Options. If the Company in any manner grants any
               Options and the lowest price per share for which one share of
               Common Stock is issuable upon the exercise of any such Option or
               upon conversion, exercise or exchange of any Convertible
               Securities issuable upon exercise of any such Option is less than
               the Applicable Price, then such share of Common Stock shall be
               deemed to be outstanding and to have been issued and sold by the
               Company at the time of the granting or sale of such Option for
               such price per share. For purposes of this Section


                                      -7-

<PAGE>

               2(a)(i), the "lowest price per share for which one share of
               Common Stock is issuable upon exercise of such Options or upon
               conversion, exercise or exchange of such Convertible Securities
               issuable upon exercise of any such Option" shall be equal to the
               sum of the lowest amounts of consideration (if any) received or
               receivable by the Company with respect to any one share of Common
               Stock upon the granting or sale of the Option, upon exercise of
               the Option and upon conversion, exercise or exchange of any
               Convertible Security issuable upon exercise of such Option. No
               further adjustment of the Exercise Price or number of Warrant
               Shares shall be made upon the actual issuance of such shares of
               Common Stock or of such Convertible Securities upon the exercise
               of such Options or upon the actual issuance of such shares of
               Common Stock upon conversion, exercise or exchange of such
               Convertible Securities.

               (ii) Issuance of Convertible Securities. If the Company in any
               manner issues or sells any Convertible Securities and the lowest
               price per share for which one share of Common Stock is issuable
               upon the conversion, exercise or exchange thereof is less than
               the Applicable Price, then such share of Common Stock shall be
               deemed to be outstanding and to have been issued and sold by the
               Company at the time of the issuance or sale of such Convertible
               Securities for such price per share. For the purposes of this
               Section 2(a)(ii), the "lowest price per share for which one share
               of Common Stock is issuable upon the conversion, exercise or
               exchange thereof" shall be equal to the sum of the lowest amounts
               of consideration (if any) received or receivable by the Company
               with respect to one share of Common Stock upon the issuance or
               sale of the Convertible Security and upon conversion, exercise or
               exchange of such Convertible Security. No further adjustment of
               the Exercise Price or number of Warrant Shares shall be made upon
               the actual issuance of such shares of Common Stock upon
               conversion, exercise or exchange of such Convertible Securities,
               and if any such issue or sale of such Convertible Securities is
               made upon exercise of any Options for which adjustment of this
               Warrant has been or is to be made pursuant to other provisions of
               this Section 2(a), no further adjustment of the Exercise Price or
               number of Warrant Shares shall be made by reason of such issue or
               sale.

               (iii) Change in Option Price or Rate of Conversion. If the
               purchase price provided for in any Options, the additional
               consideration, if any, payable upon the issue, conversion,
               exercise or exchange of any Convertible Securities, or the rate
               at which any Convertible Securities are convertible into or
               exercisable or exchangeable for shares of Common Stock increases
               or decreases at any time, the Exercise Price and the number of
               Warrant Shares in effect at the time of such increase or decrease
               shall be adjusted to the Exercise Price and the number of Warrant
               Shares which would have been in effect at such time had such
               Options or Convertible Securities provided for such increased or
               decreased purchase price, additional consideration or increased
               or decreased conversion rate,


                                       -8-

<PAGE>

               as the case may be, at the time initially granted, issued or
               sold. For purposes of this Section 2(a)(iii), if the terms of any
               Option or Convertible Security that was outstanding as of the
               date of issuance of this Warrant are increased or decreased in
               the manner described in the immediately preceding sentence, then
               such Option or Convertible Security and the shares of Common
               Stock deemed issuable upon exercise, conversion or exchange
               thereof shall be deemed to have been issued as of the date of
               such increase or decrease. No adjustment pursuant to this Section
               2(a) shall be made if such adjustment would result in an increase
               of the Exercise Price then in effect or a decrease in the number
               of Warrant Shares.

               (iv) Calculation of Consideration Received. In case any Option is
               issued in connection with the issue or sale of other securities
               of the Company, together comprising one integrated transaction,
               (x) the Options will be deemed to have been issued for the fair
               market value of such Options and (y) the other securities issued
               or sold in such integrated transaction shall be deemed to have
               been issued for the difference of (I) the aggregate consideration
               received by the Company, less (II) the fair market value of such
               Options. If any shares of Common Stock, Options or Convertible
               Securities are issued or sold or deemed to have been issued or
               sold for cash, the consideration received therefor will be deemed
               to be the net amount received by the Company therefor. If any
               shares of Common Stock, Options or Convertible Securities are
               issued or sold for a consideration other than cash, the amount of
               such consideration received by the Company will be the fair value
               of such consideration, except where such consideration consists
               of securities, in which case the amount of consideration received
               by the Company will be the Closing Sale Price of such security on
               the date of receipt. If any shares of Common Stock, Options or
               Convertible Securities are issued to the owners of the
               non-surviving entity in connection with any merger in which the
               Company is the surviving entity, the amount of consideration
               therefor will be deemed to be the fair value of such portion of
               the net assets and business of the non-surviving entity as is
               attributable to such shares of Common Stock, Options or
               Convertible Securities, as the case may be. The fair value of any
               consideration other than cash or securities will be determined
               jointly by the Company and the Required Holders. If such parties
               are unable to reach agreement within ten (10) days after the
               occurrence of an event requiring valuation (the "VALUATION
               EVENT"), the fair value of such consideration will be determined
               within five (5) Business Days after the tenth (10th) day
               following the Valuation Event by an independent, reputable
               appraiser jointly selected by the Company and the Required
               Holders. The determination of such appraiser shall be final and
               binding upon all parties absent manifest error and the fees and
               expenses of such appraiser shall be borne by the Company.


                                      -9-

<PAGE>

               (v) Record Date. If the Company takes a record of the holders of
               shares of Common Stock for the purpose of entitling them (A) to
               receive a dividend or other distribution payable in shares of
               Common Stock, Options or in Convertible Securities or (B) to
               subscribe for or purchase shares of Common Stock, Options or
               Convertible Securities, then such record date will be deemed to
               be the date of the issue or sale of the shares of Common Stock
               deemed to have been issued or sold upon the declaration of such
               dividend or the making of such other distribution or the date of
               the granting of such right of subscription or purchase, as the
               case may be.

               (vi) Stockholder Approval. Unless and until such time as the
               Company receives any stockholder approval that may be required
               under any applicable stockholder approval provisions in order to
               allow the Exercise Price to be less than the Exercise Floor Price
               (as defined below), including, without limitation, under the
               rules and regulations of any exchange or automated quotation
               system on which any of the securities of the Company are listed
               or designated (the "REQUIRED STOCKHOLDER APPROVAL"), no
               adjustment pursuant to Section 2(a) shall cause the Exercise
               Price to be less than $6.86, as adjusted for any stock dividend,
               stock split, stock combination, reclassification or similar
               transaction (the "EXERCISE FLOOR PRICE").

               (b) Adjustment upon Subdivision or Combination of Common Stock.
If the Company at any time on or after the Subscription Date subdivides (by any
stock split, stock dividend, recapitalization or otherwise) one or more classes
of its outstanding shares of Common Stock into a greater number of shares, the
Exercise Price in effect immediately prior to such subdivision will be
proportionately reduced and the number of Warrant Shares will be proportionately
increased. If the Company at any time on or after the Subscription Date combines
(by combination, reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately
increased and the number of Warrant Shares will be proportionately decreased.
Any adjustment under this Section 2(b) shall become effective at the close of
business on the date the subdivision or combination becomes effective.

               (c) Voluntary Adjustment By Company. The Company may at any time
during the term of this Warrant reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors
of the Company.

               (d) Other Events. If any event occurs of the type contemplated by
the provisions of this Section 2 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the
Company's Board of Directors will make an appropriate adjustment in the Exercise
Price and the number of Warrant Shares so as to protect the rights of the
Holder; provided that no such adjustment pursuant to this Section 2(c) will
increase the Exercise Price or decrease the number of Warrant Shares as
otherwise determined pursuant to this Section 2.


                                      -10-

<PAGE>

          3. RIGHTS UPON DISTRIBUTION OF ASSETS. If the Company shall declare or
make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of shares of Common Stock, by way of return of capital or
otherwise (including, without limitation, any distribution of cash, stock or
other securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement, scheme of arrangement or other
similar transaction) (a "DISTRIBUTION"), at any time after the issuance of this
Warrant, then, in each such case:

               (a) any Exercise Price in effect immediately prior to the close
of business on the record date fixed for the determination of holders of shares
of Common Stock entitled to receive the Distribution shall be reduced, effective
as of the close of business on such record date, to a price determined by
multiplying such Exercise Price by a fraction of which (i) the numerator shall
be the Closing Bid Price of the shares of Common Stock on the Trading Day
immediately preceding such record date minus the value of the Distribution (as
determined in good faith by the Company's Board of Directors) applicable to one
share of Common Stock, and (ii) the denominator shall be the Closing Bid Price
of the shares of Common Stock on the Trading Day immediately preceding such
record date; and

               (b) the number of Warrant Shares shall be increased to a number
of shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination of
holders of shares of Common Stock entitled to receive the Distribution
multiplied by the reciprocal of the fraction set forth in the immediately
preceding paragraph (a); provided that in the event that the Distribution is of
shares of Common Stock (or common stock) ("OTHER SHARES OF COMMON STOCK") of a
company whose common shares are traded on a national securities exchange or a
national automated quotation system, then the Holder may elect to receive a
warrant to purchase Other Shares of Common Stock in lieu of an increase in the
number of Warrant Shares, the terms of which shall be identical to those of this
Warrant, except that such warrant shall be exercisable into the number of shares
of Other Shares of Common Stock that would have been payable to the Holder
pursuant to the Distribution had the Holder exercised this Warrant immediately
prior to such record date and with an aggregate exercise price equal to the
product of the amount by which the exercise price of this Warrant was decreased
with respect to the Distribution pursuant to the terms of the immediately
preceding paragraph (a) and the number of Warrant Shares calculated in
accordance with the first part of this paragraph (b).

          4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

               (a) Purchase Rights. In addition to any adjustments pursuant to
Section 2 above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of shares of Common
Stock (the "PURCHASE RIGHTS"), then the Holder will be entitled to acquire, upon
the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which the Holder could have acquired if the Holder had held the number of shares
of Common Stock acquirable upon complete exercise of this Warrant (without
regard to any limitations on the exercise of this Warrant) immediately before
the date on which a record is taken for the grant, issuance or sale of such
Purchase Rights, or, if no such record is taken, the date as of


                                      -11-

<PAGE>

which the record holders of shares of Common Stock are to be determined for the
grant, issue or sale of such Purchase Rights.

               (b) Fundamental Transactions. The Company shall not enter into or
be party to a Fundamental Transaction unless the Successor Entity assumes in
writing all of the obligations of the Company under this Warrant and the other
Transaction Documents in accordance with the provisions of this Section (4)(b)
pursuant to written agreements in form and substance satisfactory to the
Required Holders and approved by the Required Holders prior to such Fundamental
Transaction, including agreements to deliver to each holder of Warrants in
exchange for such Warrants a security of the Successor Entity evidenced by a
written instrument substantially similar in form and substance to this Warrant,
including, without limitation, an adjusted exercise price equal to the value for
the shares of Common Stock reflected by the terms of such Fundamental
Transaction, and exercisable for a corresponding number of shares of capital
stock equivalent to the shares of Common Stock acquirable and receivable upon
exercise of this Warrant (without regard to any limitations on the exercise of
this Warrant) prior to such Fundamental Transaction, and satisfactory to the
Required Holders. Upon the occurrence of any Fundamental Transaction, the
Successor Entity shall succeed to, and be substituted for (so that from and
after the date of such Fundamental Transaction, the provisions of this Warrant
referring to the "Company" shall refer instead to the Successor Entity), and may
exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant with the same effect as if such
Successor Entity had been named as the Company herein. Upon consummation of the
Fundamental Transaction, the Successor Entity shall deliver to the Holder
confirmation that there shall be issued upon exercise of this Warrant at any
time after the consummation of the Fundamental Transaction, in lieu of the
shares of the Common Stock (or other securities, cash, assets or other property)
issuable upon the exercise of the Warrant prior to such Fundamental Transaction,
such shares of the publicly traded Common Stock (or its equivalent) of the
Successor Entity (including its Parent Entity) which the Holder would have been
entitled to receive upon the happening of such Fundamental Transaction had this
Warrant been converted immediately prior to such Fundamental Transaction, as
adjusted in accordance with the provisions of this Warrant. In addition to and
not in substitution for any other rights hereunder, prior to the consummation of
any Fundamental Transaction pursuant to which holders of shares of Common Stock
are entitled to receive securities or other assets with respect to or in
exchange for shares of Common Stock (a "CORPORATE EVENT"), the Company shall
make appropriate provision to insure that the Holder will thereafter have the
right to receive upon an exercise of this Warrant at any time after the
consummation of the Fundamental Transaction but prior to the Expiration Date, in
lieu of the shares of the Common Stock (or other securities, cash, assets or
other property) issuable upon the exercise of this Warrant prior to such
Fundamental Transaction, such shares of stock, securities, cash, assets or any
other property whatsoever (including warrants or other purchase or subscription
rights) which the Holder would have been entitled to receive upon the happening
of such Fundamental Transaction had this Warrant been exercised immediately
prior to such Fundamental Transaction. Provision made pursuant to the preceding
sentence shall be in a form and substance reasonably satisfactory to the
Required Holders. The provisions of this Section shall apply similarly and
equally to successive Fundamental Transactions and Corporate Events and shall be
applied without regard to any limitations on the exercise of this Warrant.


                                      -12-

<PAGE>

               (c) Notwithstanding the foregoing, in the event of a Fundamental
Transaction, at the request of the Holder delivered before the 90th day after
such Fundamental Transaction, the Company (or the Successor Entity) shall
purchase this Warrant from the Holder by paying to the Holder, within five
Business Days after such request (or, if later, on the effective date of the
Fundamental Transaction), cash in an amount equal to the Black Scholes Value of
the remaining unexercised portion of this Warrant on the date of such
Fundamental Transaction.

          5. NONCIRCUMVENTION. The Company hereby covenants and agrees that the
Company will not, by amendment of its Certificate of Incorporation, Bylaws or
through any reorganization, transfer of assets, consolidation, merger, scheme of
arrangement, dissolution, issue or sale of securities, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, and will at all times in good faith carry out all the
provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the
Company (i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in
effect, (ii) shall take all such actions as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant, and
(iii) shall, so long as any of the SPA Warrants are outstanding, take all action
necessary to reserve and keep available out of its authorized and unissued
shares of Common Stock, solely for the purpose of effecting the exercise of the
SPA Warrants, 120% of the number of shares of Common Stock as shall from time to
time be necessary to effect the exercise of the SPA Warrants then outstanding
(without regard to any limitations on exercise).

          6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise
specifically provided herein, the Holder, solely in such Person's capacity as a
holder of this Warrant, shall not be entitled to vote or receive dividends or be
deemed the holder of share capital of the Company for any purpose, nor shall
anything contained in this Warrant be construed to confer upon the Holder,
solely in such Person's capacity as the Holder of this Warrant, any of the
rights of a stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock,
reclassification of stock, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or
otherwise, prior to the issuance to the Holder of the Warrant Shares which such
Person is then entitled to receive upon the due exercise of this Warrant. In
addition, nothing contained in this Warrant shall be construed as imposing any
liabilities on the Holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company.
Notwithstanding this Section 6, the Company shall provide the Holder with copies
of the same notices and other information given to the stockholders of the
Company generally, contemporaneously with the giving thereof to the
stockholders.

          7. REISSUANCE OF WARRANTS.

               (a) Transfer of Warrant. If this Warrant is to be transferred,
the Holder shall surrender this Warrant to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Warrant (in
accordance with Section 7(d)), registered


                                      -13-

<PAGE>

as the Holder may request, representing the right to purchase the number of
Warrant Shares being transferred by the Holder and, if less than the total
number of Warrant Shares then underlying this Warrant is being transferred, a
new Warrant (in accordance with Section 7(d)) to the Holder representing the
right to purchase the number of Warrant Shares not being transferred.

               (b) Lost, Stolen or Mutilated Warrant. Upon receipt by the
Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or
destruction, of any indemnification undertaking by the Holder to the Company in
customary form and, in the case of mutilation, upon surrender and cancellation
of this Warrant, the Company shall execute and deliver to the Holder a new
Warrant (in accordance with Section 7(d)) representing the right to purchase the
Warrant Shares then underlying this Warrant.

               (c) Exchangeable for Multiple Warrants. This Warrant is
exchangeable, upon the surrender hereof by the Holder at the principal office of
the Company, for a new Warrant or Warrants (in accordance with Section 7(d))
representing in the aggregate the right to purchase the number of Warrant Shares
then underlying this Warrant, and each such new Warrant will represent the right
to purchase such portion of such Warrant Shares as is designated by the Holder
at the time of such surrender; provided, however, that no Warrants for
fractional shares of Common Stock shall be given.

               (d) Issuance of New Warrants. Whenever the Company is required to
issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i)
shall be of like tenor with this Warrant, (ii) shall represent, as indicated on
the face of such new Warrant, the right to purchase the Warrant Shares then
underlying this Warrant (or in the case of a new Warrant being issued pursuant
to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder
which, when added to the number of shares of Common Stock underlying the other
new Warrants issued in connection with such issuance, does not exceed the number
of Warrant Shares then underlying this Warrant), (iii) shall have an issuance
date, as indicated on the face of such new Warrant which is the same as the
Issuance Date, and (iv) shall have the same rights and conditions as this
Warrant.

          8. NOTICES. Whenever notice is required to be given under this
Warrant, unless otherwise provided herein, such notice shall be given in
accordance with Section 9(f) of the Securities Purchase Agreement. The Company
shall provide the Holder with prompt written notice of all actions taken
pursuant to this Warrant, including in reasonable detail a description of such
action and the reason therefore. Without limiting the generality of the
foregoing, the Company will give written notice to the Holder (i) immediately
upon any adjustment of the Exercise Price, setting forth in reasonable detail,
and certifying, the calculation of such adjustment and (ii) at least fifteen
(15) days prior to the date on which the Company closes its books or takes a
record (A) with respect to any dividend or distribution upon the shares of
Common Stock, (B) with respect to any grants, issuances or sales of any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property to holders of shares of Common Stock or (C) for determining
rights to vote with respect to any Fundamental Transaction, dissolution or
liquidation, provided in each case that such information shall be made known to
the public prior to or in conjunction with such notice being provided to the
Holder.


                                      -14-

<PAGE>

          9. AMENDMENT AND WAIVER. Except as otherwise provided herein, the
provisions of this Warrant 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 has obtained the written consent of the Required
Holders; provided that no such action may increase the exercise price of any SPA
Warrant or decrease the number of shares or class of stock obtainable upon
exercise of any SPA Warrant without the written consent of the Holder. No such
amendment shall be effective to the extent that it applies to less than all of
the holders of the SPA Warrants then outstanding.

          10. GOVERNING LAW. This Warrant shall be governed by and construed and
enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by,
the internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York.

          11. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly
drafted by the Company and all the Buyers and shall not be construed against any
person as the drafter hereof. The headings of this Warrant are for convenience
of reference and shall not form part of, or affect the interpretation of, this
Warrant.

          12. DISPUTE RESOLUTION. In the case of a dispute as to the
determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall submit the disputed determinations or arithmetic
calculations via facsimile within two (2) Business Days of receipt of the
Exercise Notice giving rise to such dispute, as the case may be, to the Holder.
If the Holder and the Company are unable to agree upon such determination or
calculation of the Exercise Price or the Warrant Shares within three (3)
Business Days of such disputed determination or arithmetic calculation being
submitted to the Holder, then the Company shall, within two (2) Business Days
submit via facsimile (a) the disputed determination of the Exercise Price to an
independent, reputable investment bank selected by the Company and approved by
the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to
the Company's independent, outside accountant. The Company shall cause at its
expense the investment bank or the accountant, as the case may be, to perform
the determinations or calculations and notify the Company and the Holder of the
results no later than ten Business Days from the time it receives the disputed
determinations or calculations. Such investment bank's or accountant's
determination or calculation, as the case may be, shall be binding upon all
parties absent demonstrable error.

          13. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The
remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant and the other Transaction Documents,
at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the right of the Holder to
pursue actual damages for any failure by the Company to comply with the terms of
this Warrant. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holder and that the remedy at law
for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened breach, the holder of this Warrant shall
be entitled, in addition to all


                                      -15-

<PAGE>

other available remedies, to an injunction restraining any breach, without the
necessity of showing economic loss and without any bond or other security being
required.

          14. TRANSFER. This Warrant may be offered for sale, sold, transferred
or assigned without the consent of the Company, except as may otherwise be
required by Section 2(f) of the Securities Purchase Agreement.

          15. CERTAIN DEFINITIONS. For purposes of this Warrant, the following
terms shall have the following meanings:

               (a) "BLACK SCHOLES VALUE" means the value of this Warrant based
on the Black and Scholes Option Pricing Model obtained from the "OV" function on
Bloomberg determined as of the day immediately following the public announcement
of the applicable Fundamental Transaction and reflecting (i) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the
remaining term of this Warrant as of such date of request and (ii) an expected
volatility equal to the greater of 60% and the 100 day volatility obtained from
the HVT function on Bloomberg.

               (b) "BLOOMBERG" means Bloomberg Financial Markets.

               (c) "BUSINESS DAY" means any day other than Saturday, Sunday or
other day on which commercial banks in The City of New York are authorized or
required by law to remain closed.

               (d) "CLOSING BID PRICE" and "CLOSING SALE PRICE" means, for any
security as of any date, the last closing bid price and last closing trade
price, respectively, for such security on the Principal Market, as reported by
Bloomberg, or, if the Principal Market begins to operate on an extended hours
basis and does not designate the closing bid price or the closing trade price,
as the case may be, then the last bid price or the last trade price,
respectively, of such security prior to 4:00:00 p.m., New York time, as reported
by Bloomberg, or, if the Principal Market is not the principal securities
exchange or trading market for such security, the last closing bid price or last
trade price, respectively, of such security on the principal securities exchange
or trading market where such security is listed or traded as reported by
Bloomberg, or if the foregoing do not apply, the last closing bid price or last
trade price, respectively, of such security in the over-the-counter market on
the electronic bulletin board for such security as reported by Bloomberg, or, if
no closing bid price or last trade price, respectively, is reported for such
security by Bloomberg, the average of the bid prices, or the ask prices,
respectively, of any market makers for such security as reported in the "pink
sheets" by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If
the Closing Bid Price or the Closing Sale Price cannot be calculated for a
security on a particular date on any of the foregoing bases, the Closing Bid
Price or the Closing Sale Price, as the case may be, of such security on such
date shall be the fair market value as mutually determined by the Company and
the Holder. If the Company and the Holder are unable to agree upon the fair
market value of such security, then such dispute shall be resolved pursuant to
Section 12. All such determinations to be appropriately adjusted for any stock
dividend, stock split, stock combination or other similar transaction during the
applicable calculation period.


                                       16

<PAGE>

               (e) "COMMON STOCK" means (i) the Company's shares of Common
Stock, par value $0.001 per share, and (ii) any share capital into which such
Common Stock shall have been changed or any share capital resulting from a
reclassification of such Common Stock.

               (f) "CONVERTIBLE SECURITIES" means any stock or securities (other
than Options) directly or indirectly convertible into or exercisable or
exchangeable for shares of Common Stock.

               (g) "ELIGIBLE MARKET" means the Principal Market, The New York
Stock Exchange, Inc., The NASDAQ Global Market, or The NASDAQ Global Select
Market.

               (h) "EXCLUDED SECURITIES" means any Common Stock issued or
issuable: (i) in connection with acquisitions with one or more non-affiliated
third parties on an arm's length basis, the primary purpose of which is not to
raise additional capital; (ii) in connection with the grant of options to
purchase Common Stock or other stock-based awards or sales, with exercise or
purchase prices not less than the market price of the Common Stock on the date
of grant or issuance, which are issued or sold to employees, officers or
directors of the Company for the primary purpose of soliciting or retaining
their employment or service pursuant to an equity compensation plan approved by
the Company's Board of Directors, and the Common Stock issued upon the exercise
thereof; (iii) upon the exercise of the Warrants; (iv) upon exercise of any
Options or Convertible Securities which are outstanding on the day immediately
preceding the Subscription Date and options issued pursuant to clause (ii)
above, provided that the terms of such Options or Convertible Securities are not
amended, modified or changed on or after the Subscription Date and the terms of
any option issued pursuant to clause (ii) above are not amended on or after
their applicable issuance dates.

               (i) "EXPIRATION DATE" means the date [INSERT IN SERIES A WARRANT:
sixty (60) months] [INSERT IN SERIES B WARRANT: seventy-two (72) months] after
the Initial Exercise Eligibility Date or, if such date falls on a day other than
a Business Day or on which trading does not take place on the Principal Market
(a "HOLIDAY"), the next date that is not a Holiday.

               (j) "FUNDAMENTAL TRANSACTION" means that the Company shall,
directly or indirectly, in one or more related transactions, (i) consolidate or
merge with or into (whether or not the Company is the surviving corporation)
another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of
all or substantially all of the properties or assets of the Company to another
Person, or (iii) allow another Person to make a purchase, tender or exchange
offer that is accepted by the holders of more than the 50% of the outstanding
shares of Common Stock (not including any shares of Common Stock held by the
Person or Persons making or party to, or associated or affiliated with the
Persons making or party to, such purchase, tender or exchange offer), or (iv)
consummate a stock purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of
arrangement) with another Person whereby such other Person acquires more than
the 50% of the outstanding shares of Common Stock (not including any shares of
Common Stock held by the other Person or other Persons making or party to, or
associated or affiliated with the other Persons making or party to, such stock
purchase agreement or other business combination), (v) reorganize, recapitalize
or reclassify its Common Stock, or (vi) any "person" or "group" (as these terms
are used for


                                      -17-

<PAGE>

purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of 50% of the aggregate ordinary voting power represented by
issued and outstanding Common Stock.

               (k) "OPTIONS" means any rights, warrants or options to subscribe
for or purchase shares of Common Stock or Convertible Securities.

               (l) "PARENT ENTITY" of a Person means an entity that, directly or
indirectly, controls the applicable Person and whose common stock or equivalent
equity security is quoted or listed on an Eligible Market, or, if there is more
than one such Person or Parent Entity, the Person or Parent Entity with the
largest public market capitalization as of the date of consummation of the
Fundamental Transaction.

               (m) "PERSON" means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization, any other entity and a government or any department or agency
thereof.

               (n) "PRINCIPAL MARKET" means The NASDAQ Capital Market.

               (o) "REGISTRATION RIGHTS AGREEMENT" means that certain
registration rights agreement by and among the Company and the Buyers.

               (p) "REQUIRED HOLDERS" means the holders of the SPA Warrants
representing at least a majority of shares of Common Stock underlying the SPA
Warrants then outstanding.

               (q) "SUCCESSOR ENTITY" means the Person (or, if so elected by the
Required Holders, the Parent Entity) formed by, resulting from or surviving any
Fundamental Transaction or the Person (or, if so elected by the Required
Holders, the Parent Entity) with which such Fundamental Transaction shall have
been entered into.

               (r) "TRADING DAY" means any day on which the Common Stock are
traded on the Principal Market, or, if the Principal Market is not the principal
trading market for the Common Stock, then on the principal securities exchange
or securities market on which the Common Stock are then traded; provided that
"Trading Day" shall not include any day on which the Common Stock are scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the
Common Stock are suspended from trading during the final hour of trading on such
exchange or market (or if such exchange or market does not designate in advance
the closing time of trading on such exchange or market, then during the hour
ending at 4:00:00 p.m., New York time).

               (s) "WEIGHTED AVERAGE PRICE" means, for any security as of any
date, the dollar volume-weighted average price for such security on the
Principal Market during the period beginning at 9:30:01 a.m., New York City
time, and ending at 4:00:00 p.m., New York City time, as reported by Bloomberg
through its "Volume at Price" function or, if the foregoing does not apply, the
dollar volume-weighted average price of such security in the over-the-counter
market on the electronic bulletin board for such security during the period
beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New
York City time, as reported by


                                     -18-

<PAGE>

Bloomberg, or, if no dollar volume-weighted average price is reported for such
security by Bloomberg for such hours, the average of the highest closing bid
price and the lowest closing ask price of any of the market makers for such
security as reported in the "pink sheets" by Pink Sheets LLC (formerly the
National Quotation Bureau, Inc.). If the Weighted Average Price cannot be
calculated for such security on such date on any of the foregoing bases, the
Weighted Average Price of such security on such date shall be the fair market
value as mutually determined by the Company and the Required Holders. If the
Company and the Required Holders are unable to agree upon the fair market value
of such security, then such dispute shall be resolved pursuant to Section 12
with the term "Weighted Average Price" being substituted for the term "Exercise
Price." All such determinations shall be appropriately adjusted for any share
dividend, share split or other similar transaction during such period.

                            [SIGNATURE PAGE FOLLOWS]


                                       19

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common
Stock to be duly executed as of the Issuance Date set out above.

                                        LOCAL.COM CORPORATION


                                        By: /s/ Heath B. Clarke
                                            ------------------------------------
                                        Name: Heath B. Clarke
                                        Title: CEO

<PAGE>

                                                                       EXHIBIT A

                                 EXERCISE NOTICE

            TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
                        WARRANT TO PURCHASE COMMON STOCK

                              LOCAL.COM CORPORATION

     The undersigned holder hereby exercises the right to purchase ____________
of the shares of Common Stock ("WARRANT SHARES") of Local.com Corporation, a
Delaware corporation (the "COMPANY"), evidenced by the attached Warrant to
Purchase Common Stock (the "WARRANT"). Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.

     1. Form of Exercise Price. The Holder intends that payment of the Exercise
Price shall be made as:

          ____________ a "Cash Exercise" with respect to _________________
               Warrant Shares; and/or

          ____________ a "Cashless Exercise" with respect to _______________
               Warrant Shares.

     2. Payment of Exercise Price. In the event that the holder has elected a
Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of
$___________________ to the Company in accordance with the terms of the Warrant.

     3. Delivery of Warrant Shares. The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

Date: _______________ __, ______

-------------------------------------
Name of Registered Holder


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------

<PAGE>

                                 ACKNOWLEDGMENT

     The Company hereby acknowledges this Exercise Notice and hereby directs
U.S. Stock Transfer Corp. to issue the above indicated number of shares of
Common Stock in accordance with the Transfer Agent Instructions dated [__], 2008
from the Company and acknowledged and agreed to by U.S. Stock Transfer Corp.

                                        LOCAL.COM CORPORATION


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------