THESE SECURITIES HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE TRANSFERRED,
OFFERED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION
OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE
ACCEPTABLE TO THE COMPANY.

    


    THIS
INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER
PROVISIONS OF A SECURITES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE
SECURITIES AND THE PURCHASER REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE
WITH THE ISSUER.  THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID
AGREEMENT.  ANY SALE OR OTHER TRANSFER NOT IN COMPLAINCE WITH SAID
AGREEMENT WILL BE VOID.

    


    
      
        
          
            
              	 
      	
                      Right
      to Purchase ________
      shares of Common Stock of

                      Sanswire
      Corp. (subject to adjustment as provided
herein)

                    


            

          

        

      

    

    


    COMMON
STOCK PURCHASE WARRANT

     

    
      
        	
                No.
      _____

              	
                Issue
      Date: November
      10, 2010

              	 


      

    

    


    SANSWIRE
CORP., a corporation organized under the laws of the State of Delaware (the
“Company”), hereby certifies that, for value received, _______________________
or its permitted assigns (the “Holder”), is entitled, subject to the terms set
forth below, to purchase from the Company at any time after the Issue Date until
5:00 p.m., E.S.T on the date three years from the closing date (the “Expiration
Date”), up to ___________ fully
paid and nonassessable shares (the “Shares”) of the common stock of the Company,
$0.00001 par value per share (the “Common Stock”), at a per share purchase price
of $0.21.  The purchase price per share, as adjusted from time to time
as herein provided, is referred to herein as the "Purchase
Price."  The number of the Shares and the Purchase Price are subject
to adjustment as provided herein and all references to the Shares and Purchase
Price shall be deemed to include any such adjustments.  The Company
may reduce the Purchase Price without the consent of the
Holder.  Capitalized terms used and not otherwise defined herein shall
have the meanings set forth in that certain Securities Purchase Agreement (the
“Securities Purchase Agreement”), dated November
10,
2010, entered into by the Company and Holders of the
Warrants.

    


    As used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:

     

    (a)          The
term “Business Day” means any day except Saturday, Sunday or any day on which
banking institutions in the State of New York generally are authorized or
required by law or other governmental actions to close.

     

    (b)          The
term “Company” shall include Sanswire Corp. and any corporation which shall
succeed or assume the obligations of Sanswire Corp. hereunder.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    (c)          The
term “Common Stock” includes (a) the Company's Common Stock, $0.00001 par
value per share, as authorized on the date of the Securities Purchase Agreement,
and (b) any other securities into which or for which any of the Common Stock may
be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.

     

    (d)          The
term “Exchange Act” means the Securities Exchange Act of 1934, as amended, or
any successor statute, and the rules and regulations promulgated
thereunder.

     

    (e)          The
term “Other Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which the
holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant
to Section 2 or otherwise.

     

    (f)           The
term “Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act
and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

     

    (g)          The
term “Securities Act” means the Securities Act of 1933, as amended, or any
successor statute, and the rules and regulations promulgated
thereunder.

     

    1. 
          Exercise of
Warrant.

     

    1.1.         Number of Shares Issuable
upon Exercise.  From and after the Issue Date until 5:00 p.m.,
E.S.T., on the Expiration Date, subject to the terms and conditions hereof and
to the extent permitted by applicable law, the Holder hereof shall be entitled
to receive, upon exercise of this Warrant and payment of the Purchase Price, in
accordance with this Section 1, up to an aggregate number of the fully paid and
nonassessable Shares set forth hereinabove, subject to adjustment as provided
herein.

     

    1.2.           Exercise of
Warrant.  This Warrant may be exercised in full or in part by
the Holder hereof by delivery of an original or facsimile copy of the form of
notice of exercise attached as Exhibit A hereto
(the “Notice of Exercise Form") duly executed and completed by such Holder and
surrender of the original Warrant to the Company at its principal office or such
other office as the Company may designate by notice in writing to the Holder,
accompanied by payment in cash, wire transfer of immediately available funds to
an account of the Company, or by certified or official bank check payable to the
order of the Company, in the amount obtained by multiplying the number of Shares
for which this Warrant is being exercised by the Purchase Price then in
effect.

     

    On any
such partial exercise, the Company, at its expense, will within a reasonable
time issue and deliver to or upon the order of the Holder hereof a new Warrant
of like tenor, in the name of the Holder hereof or as such Holder (upon payment
by such Holder of any applicable transfer taxes) may request, the whole number
of Shares for which such Warrant may still be exercised.

     

    1.3.           Net Exercise. Notwithstanding
any provision herein to the contrary, if the Fair Market Value of one share of
Common Stock is greater than the Purchase Price (at the date of calculation as
set forth below), in lieu of exercising this Warrant for cash, the Holder may
elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion thereof being cancelled) by surrender of this Warrant at the
principal office of the Company or such other office as the Company may
designate by notice in writing to the Holder, together with the properly
endorsed and completed Notice of Exercise Form in which event the Company shall
issue to the Holder a number of Shares computed using the following
formula:

     

    
      
        
          	
                  X=

                	
                  Y (A-B)

                
	 
      	
                  A

                


        

      

    

    


    Where     X=           the
number of shares of Common Stock to be issued to the Holder


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Y=

            	
              the
      number of shares of Common Stock purchasable under the Warrant or, if only
      a portion of the Warrant is being exercised, the portion of the Warrant
      being exercised (at the date of such
  calculation)

            


    

     

    
      	
               
      

            	
              A=

            	
              the
      Fair Market Value of one share of the Company’s Common Stock (at the date
      of such calculation)

            


    

     

    
      	
               
      

            	
              B=

            	
              Purchase
      Price (as adjusted to the date of such
  calculation).

            


    

     

    1.4.         Fair Market Value.
Fair Market Value of a share of Common Stock as of a particular date (the
"Determination Date") shall mean:

     

    (a)           If
the Company's Common Stock is traded on an exchange or is quoted on the NASDAQ
Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market,
then the closing or last sale price, respectively, reported for the last
Business Day immediately preceding the Determination Date;

     

    (b)          If
the Company's Common Stock is not traded on an exchange or on the NASDAQ
Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market, but
is traded in the over-the-counter market, then the average of the closing bid
and ask prices reported for the last Business Day immediately preceding the
Determination Date; and

     

    (c)           If
the Company's Common Stock is not publicly traded, then as determined in good
faith by the Board of Directors of the Company.

     

    1.5.          Delivery of Stock
Certificates, etc. on Exercise. The Company agrees that the Shares
purchased upon exercise of this Warrant shall be deemed to be issued to the
Holder hereof as the record owner of such Shares as of the close of business on
the date on which this Warrant shall have been duly exercised in accordance with
the terms herein and surrendered, and payment of the Purchase Price made by the
Holder to the Company for such Shares as aforesaid. As soon as practicable after
the exercise of this Warrant in full or in part, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable Shares (or
Other Securities) to which such Holder shall be entitled on such
exercise.  No fractional Shares shall be issued and in lieu of any
fractional share to which such Holder would otherwise be entitled, the Company
shall pay to Holder cash equal to such fraction multiplied by the then Fair
Market Value of one full share of Common Stock, together with any other stock or
other securities and property (including cash, where applicable) to which such
Holder is entitled upon such exercise pursuant to Section 1 or
otherwise.

     

    2.           Adjustments and Other
Rights.  The
Purchase Price and the number of Shares issuable upon exercise of this Warrant
shall be subject to adjustment from time to time as follows; provided, that if more than
one subsection of this Section 2 is applicable to a single event, the subsection
shall be applied that produces the largest adjustment and no single event shall
cause an adjustment under more than one subsection of this Section 2 so as to
result in duplication:


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    2.1.           Reorganization,
Consolidation, Merger, etc.  In case at any time or from time
to time, the Company shall (a) effect a reorganization,
(b) consolidate with or merge into any other Person or (c) transfer
all or substantially all of the Company’s properties or assets to any other
Person (each a “Business Combination”), the Holder’s right to receive Shares
upon exercise of this Warrant shall be converted into the right to exercise this
Warrant to acquire the number of shares of stock or other securities or property
(including cash) which the Common Stock issuable (at the time of such Business
Combination) upon exercise of this Warrant immediately prior to such Business
Combination would have been entitled to receive upon consummation of such
Business Combination; and in such case, if necessary, the provisions set forth
herein with respect to the rights and interests thereafter of the Holder shall
be appropriately adjusted so as to be applicable, as nearly as may reasonably
be, to the Holder’s right to exercise this Warrant in exchange for any shares or
stock or other securities or property pursuant to this paragraph.

     

    2.2           Extraordinary Events
Regarding Common Stock.  In the event that the Company shall
(a) issue additional shares of the Common Stock as a dividend or other
distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock into a greater number of shares, or (c) combine its
outstanding shares of the Common Stock into a smaller number of shares of Common
Stock, then, in each such event, the number of Shares issuable upon exercise of
this Warrant at the time of the record date for such dividend or distribution or
the effective date of such subdivison or combination shall be proportionately
adjusted so that the Holder after such date shall be entitled to purchase the
number of shares of Common Stock which such Holder would have been entitled
to receive in respect of the Shares subject to this Warrant after such date had
this Warrant been exercised immediately prior to such date.  In such
event, the Purchase Price in effect at the time shall, simultaneously with the
happening of such event, be adjusted to the number obtained by dividing (x) the
product of (1) the number of Shares issuable upon the exercise of the Warrant
before such adjustment and (2) the Purchase Price in effect immediately before
such event giving rise to this adjustment by (y) the new number of Shares
issuable upon exercise of the Warrant determined pursuant to the immediately
preceding sentence.

     

    2.3           Share
Issuance.  Until the Expiration Date, if the Company shall
issue any Common Stock, except for the Excepted Issuances (as defined below) or
a transaction to which Section 2.1 or 2.2 is applicable, prior to the complete
exercise of this Warrant for a consideration per share less than the Purchase
Price that would be in effect at the time of such issue, then in such
event:

     

    (a) 
          the number of Shares
issuable upon the exercise of this Warrant immediately prior to the issuance of
such securities (the “Initial Number”) shall be increased to the number obtained
by multiplying the Initial Number by a fraction (1) the numerator of which shall
be the sum of (x) the number of shares of Common Stock of the Company
outstanding on such date and (y) the number of additional shares of Common Stock
issued (or into which convertible securities may be exercised or converted)
and (B) the denominator of  which shall be the sum of  (I)
the number of shares of Common Stock outstanding on such date and (II) the
number of shares of Common Stock which the aggregate consideration receivable by
the Company for the total number of shares of Common Stock so issued (or into
which convertible securities may be exercised or converted) would purchase at
$0.21 per share; and

     

    (b)  
         the Purchase Price payable
upon exercise of the Warrant shall be adjusted by multiplying the Purchase Price
in effect immediately prior to the issuance of securities by a fraction, the
numerator of which shall be the number of shares of Common Stock issuable upon
exercise of this Warrant prior to such date and the denominator of which shall
be the number of shares of Common Stock issuable upon exercise of this Warrant
immediately after the adjustment described in clause (a) above.

     

    For
purposes of the foregoing, the aggregate consideration receivable by the Company
in connection with the issuance of such shares of Common Stock or convertible
securities shall be deemed to be equal to the sum of the net offering price
(including the fair market value of any non-cash consideration and after
deduction of any related expenses payable to third parties) of all such
securities plus the minimum aggregate amount, if any, payable upon exercise or
conversion of any such securities into shares of Common Stock; and “Excepted
Issuances” shall mean issuances (i) as consideration for or to fund any
acquisition of businesses and/or assets, (ii) in connection with employee
benefit plans and compensation related arrangements approved by the Board of
Directors, (iii) in connection with a public or broadly marketed offering and
sale of Common Stock or convertible securities for cash conducted by the Company
or its affiliates pursuant to registration under the Securities Act or Rule 144A
thereunder, (iv) in connection with the exercise of any rights, warrants,
options or convertible securities or pursuant to any agreements outstanding on
the date hereof, (v) in connection with any equipment loans or leasing
arrangements or any bank or debt financing, (vi) in connection with any plan of
reorganization among the Company and its subsidiaries, (vii) upon the exercise
of this and related Warrants, (viii) upon conversion of any convertible
notes outstanding, (ix) in connection with any payment for services rendered to
the Company, and  (x) in connection with the payment of any
settlements approved by the Board of Directors.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    2.4.         Rounding of Calculations;
Minimum Adjustments.  All calculations under this Section 2
shall be made to the nearest one-tenth (1/10th) of a
cent or to the nearest one-hundredth (1/100th) of a
share, as the case may be.  Any provision of this Section 2 to the
contrary notwithstanding, no adjustment in the Purchase Price or the number of
Shares into which this Warrant is exercisable shall be made if the amount of
such adjustment would be less that $0.01 or one-tenth (1/10th) of a
share of Common Stock, but any such amount shall be carried forward and an
adjustment with respect thereto shall be made at the time of and together with
any subsequent adjustment which, together with such amount and any other amount
or amounts so carried forward, shall aggregate $0.01 or 1/10th of a
share of Common Stock.   Any adjustments pursuant to this Section
2 shall be made successively whenever an event referred to herein shall
occur.  If an adjustment in Purchase Price made hereunder would reduce
the Purchase Price to an amount below par value of the Common Stock, then such
adjustment in Purchase Price made hereunder shall reduce the Purchase Price to
only the par value of the Common Stock.

     

    2.5.         Certificate as to
Adjustments.  In each case of any adjustment or readjustment in
the Shares (or Other Securities) issuable on the exercise of this Warrant, the
Company will cause its Chief Financial Officer or other appropriate designee to
compute such adjustment or readjustment in accordance with the terms of the
Warrant and prepare and file at the principal office of the Company a
certificate setting forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based,
including a statement of (a) the consideration received or receivable by
the Company for any additional shares of Common Stock (or Other Securities)
issued or sold or deemed to have been issued or sold, (b) the number of
shares of Common Stock (or Other Securities) outstanding or deemed to be
outstanding, and (c) the Purchase Price and the number of Shares to be
received upon exercise of this Warrant, in effect immediately prior to such
adjustment or readjustment and as adjusted or readjusted as provided in this
Warrant. The Company will forthwith mail a copy of each such certificate to the
Holder of the Warrant.

     

    3.          
 Reservation of
Stock, etc. Issuable on Exercise of Warrant.   The Company
will at all times reserve and keep available, solely for issuance and delivery
on the exercise of the Warrant, all shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of the Warrant.

     

    4.          
 Assignment;
Exchange of Warrant.  Subject to compliance with applicable
federal and state securities laws, this Warrant, and the rights evidenced
hereby, may be transferred by any registered Holder hereof (a "Transferor"). On
the surrender for exchange of this Warrant, with the Transferor's completed and
duly executed endorsement in the form of Exhibit B
attached hereto (the “Transferor Endorsement Form") and together with an opinion
of counsel reasonably satisfactory to the Company that the transfer of this
Warrant will be in compliance with applicable securities laws, the Company at
its expense, twice only, but with payment by the Transferor of any applicable
transfer taxes, will issue and deliver to or on the order of the Transferor
thereof a new Warrant or Warrants of like tenor, in the name of the Transferor
and/or the transferee(s) specified in such Transferor Endorsement Form (each a
"Transferee"), calling in the aggregate on the face or faces thereof for the
number of Shares called for on the face or faces of the Warrant so surrendered
by the Transferor.  No such transfers shall result in a public
distribution of the Warrant.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    5. 
          Replacement of
Warrant.  On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction of this Warrant, on delivery of
a bond, indemnity agreement or security reasonably satisfactory in form and
amount to the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense, twice only, will
execute and deliver, in lieu thereof, a new Warrant of like tenor and
representing the right to purchase the same aggregate number of Shares as
provided for in such lost, stolen, destroyed or mutilated Warrant.

     

    6.  
         No Rights as
Stockholder; Transfer
Books.  No Holder shall be entitled, as a Warrant holder, to
vote or receive dividends or be deemed the holder of any Shares or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to
confer upon the Holder, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to the shareholders of the Company at any meeting thereof, or to give
or withhold consent to any corporate action or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise, prior to
the date of the valid exercise of this Warrant in accordance with the terms and
conditions hereof.  The Holder of this Warrant will not be entitled to
share the assets of the Company in the event of a liquidation, dissolution or
winding up of the Company unless this Warrant is validly exercised in accordance
with the terms and conditions hereof  before any record date in
connection with such liquidation, dissolution or winding up of the
Company.  Until this Warrant is transferred on the books of the
Company, the Company may treat the registered Holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the
contrary.

     

    7.   
        Notices.   All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, facsimile or portable document file
(.pdf), addressed as set forth below or to such other address as such party
shall have specified most recently by written notice.  Any notice or
other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or
number designated below or by .pdf (if delivered on a Business Day before 6:00
p.m. where such notice is to be received), or the first Business Day following
such delivery (if delivered other than on a business day or after 6:00 p.m.
where such notice is to be received) or (b) on the second Business Day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever shall first
occur.  The addresses for such communications shall be: (i) if to the
Company to: Sanswire Corp., 17501 Biscayne Blvd, Suite 430, Aventura, FL 33160,
Attn: Barbara M. Johnson, General Counsel, telecopier number (305) 356-3630, and
(ii) if to the Holder, to the address and telecopier number listed as follows:
_______________________________________________________, with a copy by
telecopier only to:
_____________________________________________________________________________.

     

    8.            Saturdays, Sundays and
Holidays.  If
the last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall not be a Business Day, then such action
may be taken or such right may be exercised on the next succeeding day that is a
Business Day.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    9.
           Miscellaneous.  This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought. This Warrant shall
be governed by, construed and enforced in accordance with and governed by the
laws of the State of Delaware, without regard to the principle of conflicts of
laws thereof.  Any dispute relating to this Warrant shall be
adjudicated in Brevard County in the State of Florida and each of the
Holder and the Company agree to submit to the exclusive jurisdiction and venue
of the courts in Brevard County, FL for any civil action, suit or proceeding
arising out of or relating to this Warrant or the transactions contemplated
hereby, and that notice may be served upon the Company and the Holder
respectively at the addresses set forth herein.  To the extent
permitted by applicable law, each of the Company and the Holder hereby
unconditionally waives trial by jury in any civil legal action or
proceeding relating to the Warrant or the transactions contemplated
hereby.  The headings in this Warrant are for purposes of reference
only, and shall not limit or otherwise affect any of the terms
hereof.  The invalidity or unenforceability of any provision hereof
shall in no way affect the validity or enforceability of any other provision.
This Warrant shall be binding upon any successors or  assigns of the
Company and the Holder.  This Warrant and the forms
attached hereto (the terms of which are incorporated herein by reference)
contain the entire agreement between the parties with respect to the subject
matter hereof and supersede all prior and contemporaneous arrangements or
undertakings with respect thereto.

     

    [Remainder
of Page Intentionally Left Blank]


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.

     

    
      
        	 
      	
                SANSWIRE
      CORP.

              
	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	
                Name: 

              	
                Glenn
      Estrella

              
	 
      	
                Title:

              	
                President
      and Chief Executive Officer

              


      

    

    


    
      
        	
                Witness:

              	 
      
	 
      	 
      
	
                By: 

              	
                  

              	 
      
	
                Name:  Barbara
      M. Johnson

              	 
      
	
                Title: 
      Vice President and General

                Counsel

              	 
      


      

    

    


    [Signature Page to
Warrant]

    


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

Exhibit A

    


    FORM OF
NOTICE OF EXERCISE

    (to be
signed only on exercise of Warrant)

     

    TO:  SANSWIRE
CORP.

     

    1)           The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase ________ Shares of the Common
Stock of the Company pursuant to the terms and conditions of the attached
Warrant.

    


    2)           Method
of Payment of Purchase Price.  The undersigned herewith makes payment
of the full Purchase Price for such Shares at the price per share provided for
in such Warrant, which aggregate Purchase Price is $___________.  Such
payment takes the form of (check applicable box or boxes):

    


    ___       a
cash payment by check or wire transfer of immediately available funds;
or

     

    ___       the
cancellation of such number of Shares of Common Stock as is necessary, in
accordance with the formula set forth in Section 1.3, to exercise this
Warrant with respect to the Shares of Common Stock set forth above pursuant to
the net exercise procedure set forth in Section 1.3.

    


    The
undersigned requests that the certificates for such Shares be issued in the name
of, and be delivered to _____________________________________________________
whose address is

    
      
        

      

      
        
 

    

    The
undersigned represents and warrants that the aforesaid Shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale, in connection with the distribution or public offering thereof, and that
the undersigned has no present intention of distributing or reselling such
Shares.  The Undersigned understands that the Shares have not been
registered under the Securities Act by reason of their issuance in a transaction
exempt from the registration requirements of the Securities Act, and that all
transfers, offers and sales by the undersigned of the securities issuable upon
exercise of the within Warrant shall be made pursuant to registration of the
Common Stock under the Securities Act, or pursuant to an exemption from
registration under the Securities Act.

    


    
      
        
          
            
              	
                      Dated:___________________

                    	 
      
	 
      	
                      (Signature
      must conform to name of holder as

                      specified
      on the face of the Warrant)

                    
	 
      	 
      
	 
      	
                      By:

                    	
                        

                    
	 	 	 
	 
      	
                      Name: 

                    	
                        

                    
	 
      	
                      Title:

                    	
                        

                    
	 
      	 
      
	 
      	
                        

                    
	 
      	 
      
	 
      	
                        

                    
	 
      	
                      (Address)

                    


            

          

        

      

    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    Exhibit B

    


    FORM OF
TRANSFEROR ENDORSEMENT

    (To be
signed only on transfer of Warrant)

     

    For value
received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading "Transferees" the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of SANSWIRE CORP. to which the within Warrant relates specified under the
headings "Percentage Transferred" and "Number Transferred," respectively,
opposite the name(s) of such person(s) and appoints each such person Attorney to
transfer its respective right on the books of SANSWIRE CORP. with full power of
substitution in the premises.

     

    
      
        	
                Transferees

              	 
      	
                Percentage Transferred

              	 
      	
                Number Transferred

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  

              	 
      	
                  

              	 
      


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Dated:  ______________,
      ___________

                                	 
      	 
      
	 
      	 
      	
                                  (Signature
      must conform to name of Holder as specified

                                  on
      the face of the Warrant)

                                
	 
      	 
      	 
      
	
                                  Signed
      in the presence of:

                                	 
      	 
      
	 
      	 
      	 
      
	
                                    

                                	 
      	
                                    

                                
	
                                  (Name)

                                	 
      	
                                    
      

                                
	 	 	
                                  (address)

                                
	 
      	 
      	 
      
	
                                  ACCEPTED
      AND AGREED:

                                	 
      	 
      
	
                                  [TRANSFEREE]

                                	 
      	 
      
	 
      	 
      	
                                    

                                
	 
      	 
      	
                                    

                                
	
                                  
                                    (Name)

                                  

                                	 
      	
                                  (address)