Exhibit 4.2


No. ______
                        WARRANT TO PURCHASE COMMON STOCK


Date of Issuance: _________, 2006    Warrant to Purchase an Aggregate of _______
                                     shares of Common Stock

      FOR VALUE RECEIVED, Onstream Media Corporation, a Florida corporation (the
"Company"),  promises  to  issue  in the  name  of,  and  sell  and  deliver  to
_____________________        _______________        with        offices       at
____________________________________________  (the  "Holder") a  certificate  or
certificates  for an aggregate of  ___________________________  (_______) shares
("Number of Shares") of the Company's  common stock,  par value $_____ per share
(the "Common  Stock"),  upon payment by the Holder of One Dollar and Fifty Cents
($1.50) (the  "Exercise  Price"),  with the Number of Shares and Exercise  Price
being subject to adjustment in the circumstances set forth below.

                                   Section 1.
                               Exercise of Warrant

      1.1 Exercise Period. The Holder may exercise this Warrant,  in whole or in
part (but not as to fractional  shares),  at any time and from time to time from
____________________  (six months from the date hereof) and ending at 5:00 p.m.,
Eastern Time, on the ____ day of  ___________,  2011 [five years] (the "Exercise
Period").

      1.2 Exercise Procedure.

            a. This Warrant  will be deemed to have been  exercised at such time
as the Company has received all of the following items (the "Exercise Date"):

                  i. a completed Exercise Agreement, in the form attached hereto
as Exhibit 1 hereto, executed by the Holder (the "Purchaser"); and

                  ii. a cashier's or official bank check, wire transfer or other
immediately available funds payable to the Company in an amount equal to the sum
of the  product  of the  Exercise  Price  multiplied  by the number of shares of
Common Stock being purchased upon such exercise.

            b.  Certificates  for the  shares of  Common  Stock  purchased  upon
exercise of this  Warrant  will be  delivered  by the  Company to the  Purchaser
within five (5) business days after the Exercise  Date.  Unless this Warrant has
expired or all of the purchase  rights  represented  hereby have been exercised,
the  Company  may  prepare  a  new  Warrant  representing  the  rights  formerly
represented by this Warrant that have not expired or been exercised. The Company
will, if it elects to do so,  within such ten (10) day period,  deliver such new
Warrant to the Holder at the address set forth in this Warrant.

<PAGE>

            c. The shares of Common  Stock  issuable  upon the  exercise of this
Warrant will be deemed to have been transferred to the Purchaser on the Exercise
Date,  and the  Purchaser  will be deemed for all  purposes  to have  become the
record holder of such Common Stock on the Exercise Date.

            d. The issuance of certificates  for shares of Common Stock upon the
exercise of this Warrant will be made without  charge to the  Purchaser  for any
issuance  tax in respect  thereof or any other cost  incurred  by the Company in
connection  with such  exercise  and related  transfer of the shares;  provided,
however,  that the  Company  shall  not be  required  to pay any tax that may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate  or  instrument  in a name  other  than  that of the  Holder of this
Warrant or any state or  federal  income or similar  tax,  and that the  Company
shall not be  required to issue or deliver any such  certificate  or  instrument
unless and until the person or persons  requiring  the issue  thereof shall have
paid to the  Company  the  amount of such tax or shall have  established  to the
satisfaction of the Company that such tax has been paid.

            e. Unless the  Company  shall have  registered  the shares of Common
Stock  underlying  this Warrant  pursuant to the provisions of Section 6 hereof,
the shares of Common Stock  issuable  upon the exercise of this Warrant have not
been  registered  under the  Securities Act of 1933, as amended (the "Act") and,
accordingly, will be "restricted securities" as that term is defined in the Act.
The  Company  may insert  the  following  or  similar  legend on the face of the
certificates  evidencing  shares of Common Stock if required in compliance  with
state securities laws:

            "These   securities  have  not  been  registered   under  any  state
securities  laws and may not be sold or  otherwise  transferred  or  disposed of
except  pursuant to an effective  registration  statement  under any  applicable
state securities  laws, or an opinion of counsel  satisfactory to counsel to the
Company  that  an  exemption  from  registration   under  any  applicable  state
securities laws is available."

            f. If at any time after one year from the date of  issuance  of this
Warrant there is no effective Registration Statement registering,  or no current
prospectus  available for, the resale of the Warrant Shares by the Holder,  then
this  Warrant  may  also be  exercised  at such  time by  means  of a  "cashless
exercise" in which the Holder shall be entitled to receive a certificate for the
number of Warrant Shares equal to the quotient  obtained by dividing  [(A-B)(X)]
by (A), where:

                      (A) = the  average  of  the  5  VWAPs  on the Trading Days
                            immediately preceding the date of such election;

                      (B) = the Exercise Price of this Warrant, as adjusted; and

                      (C) = the number of Warrant Shares issuable  upon exercise
                            of this Warrant in accordance with the terms of this
                            Warrant  by  means of a cash exercise  rather than a
                            cashless exercise.

                                       2
<PAGE>

            g. The number of shares of Common  Stock that may be  acquired  by a
Holder upon exercise of this Warrant (or  otherwise in respect  hereof) shall be
limited to the extent  necessary to insure  that,  following  such  exercise (or
other  issuance),  the total number of shares of Common Stock then  beneficially
owned by such Holder and its affiliates  and any other Persons whose  beneficial
ownership of Common Stock would be aggregated with such Holder's for purposes of
Section 13(d) of the Securities  Exchange Act of 1934 (the "Exchange Act"), does
not exceed 4.999% (the "Maximum  Percentage")  of the total number of issued and
outstanding  shares of Common  Stock  (including  for such purpose the shares of
Common  Stock  issuable  upon  such  exercise).  For such  purposes,  beneficial
ownership  shall be determined in accordance  with Section 13(d) of the Exchange
Act and the rules and regulations  promulgated  thereunder.  Each delivery of an
Exercise Agreement  hereunder will constitute a representation by the applicable
Holder that it has evaluated the  limitations  set forth in this Section and has
determined  that  issuance of the full number of underlying  shares  issuable in
respect of such Exercise  Agreement does not violate the restrictions  contained
in this  Section.  If at any time the  limits  in this  Section  6(g)  make this
Warrant  inconvertible  in whole or in part,  the  Company  shall  not by reason
thereof be relieved of its  obligation  to issue  shares of Common  Stock at any
time or from time to time  thereafter  but prior to the end of  Exercise  Period
Date upon exercise of this Warrant and when shares of Common Stock may be issued
in compliance with such restrictions.

      1.3  Fractional  Shares.  The  Company  shall  not be  required  to  issue
fractions of shares of Common Stock on the exercise of this Warrant. The Company
shall not be obligated to issue any  fractional  share  interests or  fractional
warrant  interests upon the exercise of this Warrant,  nor shall it be obligated
to issue scrip or pay cash in lieu of fractional interests,  provided,  however,
that if a holder  exercises all the Warrants held of record by such holder,  the
Company shall at its option (i) eliminate the  fractional  interests by rounding
any  fraction  up to the nearest  whole  number of shares or (ii) within 30 days
after the  Exercise  Date,  deliver  to the  Purchaser  a check  payable  to the
Purchaser,  in lieu of such fractional share, in an amount equal to the value of
such fractional share as determined by the closing price of the Company's Common
Stock as reported on the principal  exchange on which the Company's Common Stock
is then traded, as of the close of business on the Exercise Date.

                                   Section 2.
    Effect of Reorganization, Reclassification, Consolidation, Merger or Sale

      2.1  Adjustment  for Stock  Splits and  Combinations.  In case the Company
shall at any time prior to the exercise or  termination of this Warrant effect a
recapitalization  or  reclassification  of such  character that its Common Stock
shall be changed into or become  exchangeable  for a larger or smaller number of
shares,  then,  upon the effective date thereof,  the number of shares of Common
Stock  that the  Holder of this  Warrant  shall be  entitled  to  purchase  upon
exercise  hereof shall be increased or decreased,  as the case may be, in direct
proportion  to the increase or decrease in such number of shares of Common Stock
by reason of such  recapitalization or reclassification,  and the Exercise Price
of such  recapitalized  or  reclassified  Common Stock shall,  in the case of an
increase in the number of shares, be proportionately  decreased and, in the case
of a decrease in the number of shares, be proportionately increased.

<PAGE>

      2.2 Reorganization, Mergers, Consolidations, or Sales of Assets. If at any
time or from time to time there shall be a capital  reorganization of the Common
Stock (other than a subdivision,  combination,  reclassification, or exchange of
shares provided for elsewhere in this Section) or a merger or  consolidation  of
the  Company  with  or  into  another  corporation,   or  the  sale  of  all  or
substantially  all of the Company's assets to any other person,  then, as a part
of such reorganization,  merger, consolidation, or sale, provision shall be made
so that the holder of this Warrant shall  thereafter be entitled to receive upon
exercise of the Warrant,  the number of shares of stock or other  securities  or
property of the Company,  or of the successor  corporation  resulting  from such
merger or  consolidation  or sale,  to which a holder of the number of shares of
Common  Stock into which such shares  underlying  this  Warrant  might have been
exercised  into  immediately  prior  to  such  capital  reorganization,  merger,
consolidation,  or sale  would  have  been  entitled,  all  subject  to  further
adjustments as provided herein;  and, in any such case,  appropriate  provisions
shall be made with respect to the rights and  interests of the Holder  hereof to
the effect that the  provisions of this Warrant  shall  thereafter be applicable
(as nearly as may be  practicable)  with  respect to any  shares,  evidences  of
indebtedness, or other securities or assets thereafter deliverable upon exercise
of this Warrant.

      2.3 Notice of  Adjustment.  Whenever  the number of shares of Common Stock
purchasable  upon exercise of this Warrant shall be adjusted as provided herein,
the Company  shall file with its corporate  records a  certificate  of its Chief
Financial  Officer  setting  forth the  computation  and the adjusted  number of
shares of Common Stock  purchasable  hereunder  resulting from such adjustments,
and a copy  of  such  certificate  shall  be  mailed  to the  Holder.  Any  such
certificate or letter shall be conclusive  evidence as to the correctness of the
adjustment  or  adjustments  referred  to  therein  and shall be  available  for
inspection  by the  holders of the  Warrants on any day during  normal  business
hours.
                                   Section 3.
                           Reservation of Common Stock

      The Company  will at all time  reserve and keep  available  such number of
shares of Common Stock as will be  sufficient  to permit the exercise in full of
this Warrant.  Upon exercise of this Warrant  pursuant to its terms,  the Holder
will acquire fully paid and non-assessable ownership rights of the Common Stock,
free and clear of any liens, claims or encumbrances except as otherwise provided
herein.

                                   Section 4.
                      No Shareholder Rights or Obligations

      This  Warrant will not entitle the Holder  hereof to any voting  rights or
other rights as a shareholder  of the Company.  Until the shares of Common Stock
issuable  upon the  exercise of this Warrant are recorded as issued on the books
and records of the Company's transfer agent, the Holder shall not be entitled to
any voting  rights or other  rights as a  shareholder;  provided,  however,  the
Company  uses its best  efforts to ensure  that,  upon  receipt of the  Exercise
Agreement  and payment of the  Exercise  Price,  the  appropriate  documentation
necessary  to  effectuate  the  exercise of the Warrant and the  issuance of the
Common Stock is accomplished as expeditiously as possible.  No provision of this
Warrant,  in the absence of affirmative  action by the Holder to purchase Common
Stock,  and no  enumeration  in this Warrant of the rights or  privileges of the
Holder,  will give rise to any  obligation of such Holder for the Exercise Price
or as a stockholder of the Company.

<PAGE>

                                   Section 5.
                                 Transferability

      Subject to the terms  hereof,  this Warrant and all rights  hereunder  are
transferable,  in  whole or in  part,  upon  surrender  of this  Warrant  with a
properly  executed  Assignment  in the form of Exhibit 2 hereto at the principal
offices of the Company.  This Warrant and the underlying  shares of Common Stock
may not be offered,  sold or transferred  except in compliance with the Act, and
any  applicable  state  securities  laws,  and then only  against  receipt of an
agreement of the person to whom such offer or sale or transfer is made to comply
with  the  provisions  of this  Warrant  with  respect  to any  resale  or other
disposition  of  such  securities;  provided  that no such  agreement  shall  be
required from any person  purchasing  this Warrant or the  underlying  shares of
Common Stock pursuant to a registration  statement  effective under the Act. The
Holder of this Warrant  agrees that,  prior to the  disposition  of any security
purchased  on  the  exercise  hereof  other  than  pursuant  to an  registration
statement then effective  under the Act, or any similar  statute then in effect,
the Holder shall give written notice to the Company, expressing his intention as
to such  disposition.  Upon receiving  such notice,  the Company shall present a
copy thereof to its securities counsel. If, in the sole opinion of such counsel,
which such opinion shall not be unreasonably  withheld, the proposed disposition
does not require  registration  of such  security  under the Act, or any similar
statute then in effect,  the Company shall, as promptly as  practicable,  notify
the Holder of such opinion, whereupon the Holder shall be entitled to dispose of
such security in accordance with the terms of the notice delivered by the Holder
to the Company.

                                   Section 6.
                               Registration Rights

      The Company  will  register the Common  Stock  underlying  the Warrants in
accordance  with the terms set forth in the  Subscription  Agreement dated as of
the ____ day  of________,  2006.  The Company  shall bear all fees and  expenses
other than the fees and expenses of holder's counsel incurred in the preparation
and filing of such  registration  statement and any fees incurred in selling the
securities.

                                   Section 7.
                                  Miscellaneous

      7.1 Notices.  Any notices,  requests or consents hereunder shall be deemed
given,  and any instruments  delivered,  two days after they have been mailed by
first class mail, postage prepaid, or upon receipt if delivered personally or by
facsimile transmission, as follows:

If to the Company:   Onstream Media Corporation
                     1291 SW 29 Avenue
                     Pompano Beach, Florida 33069

<PAGE>

except that any of the foregoing may from time to time by written notice to the
other designate another address which shall thereupon become its effective
address for the purposes of this paragraph.

      7.2 Entire Agreement.  This Warrant,  including the exhibits and documents
referred to herein which are a part hereof,  contain the entire understanding of
the parties hereto with respect to the subject matter and may be amended only by
a written  instrument  executed by the  parties  hereto or their  successors  or
assigns.  Any paragraph  headings  contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Warrant.

      7.3  Governing  Law.  This Warrant is governed by,  interpreted  under and
construed in all respects in accordance with the  substantive  laws of the State
of Florida,  without  regard to the  conflicts  of law  provision  thereof,  and
irrespective  of the place of domicile or resident of the party. In the event of
a controversy  arising out of the interpretation,  construction,  performance or
breach of this Warrant, the parties hereby agree and consent to the jurisdiction
and venue of the Courts of the State of Florida,  or the United States  District
Court for the Southern  District of Florida;  and further agree and consent that
personal service of process in any such action or preceding outside the State of
Florida shall be tantamount to service in person in Florida.

      IN WITNESS WHEREOF,  this Warrant has been duly executed and the corporate
seal affixed hereto, all as of the day and year first above written.

                                             ONSTREAM MEDIA CORPORATION


                                             By:
                                                ----------------------------
ATTEST:                                         Randy S. Selman, President

----------------------------


                                       6
<PAGE>

                                    EXHIBIT 1

                               EXERCISE AGREEMENT

To:                                          Dated:
   ------------------------------------            -----------------------------

      The undersigned record Holder, pursuant to the provisions set forth in the
within Warrant,  hereby  subscribed for and purchases  ________ shares of Common
Stock  covered by such  Warrant and hereby  makes full cash payment of $ _______
for such shares at the Exercise Price provided by such Warrant.

                                       ------------------------------------
                                       (Signature)

                                       ------------------------------------
                                       (Print or type name)

                                       ------------------------------------
                                       (Address)

                                       ------------------------------------


      NOTICE:  The signature of this Exercise Agreement must correspond with the
name as written  upon the face of the  within  Warrant,  or upon the  Assignment
thereof, if applicable, in every particular, without alteration,  enlargement or
any change whatsoever.

<PAGE>

                                    EXHIBIT 2

                                   ASSIGNMENT

      FOR VALUE RECEIVED,  , the undersigned  Holder hereby sell,  assigns,  and
transfer  all of the rights of the  undersigned  under the within  Warrant  with
respect to the number of shares of Common  Stock  issuable  upon the exercise of
such  Warrant set forth  below,  unto the Assignee  identified  below,  and does
hereby irrevocable  constituted and appoint to effect such transfer of rights on
the books of the Company, with full power of substitution:

                                                               Number of Shares
Name of Assignee              Address of Assignee              of Common Stock
----------------              -------------------              ---------------


Dated:
       ----------------------            ---------------------------------------
                                         (Signature of Holder)


                                         ---------------------------------------
                                         (Print or type name)

      NOTICE:  The signature of this Exercise Agreement must correspond with the
name as written  upon the face of the  within  Warrant,  or upon the  Assignment
thereof, if applicable, in every particular, without alteration,  enlargement or
any change whatsoever.

                               CONSENT OF ASSIGNEE

         I HEREBY CONSENT to abide by the terms and conditions of the within
Warrant.


Dated:
       ----------------------          -----------------------------------------
                                       (Signature of Assignee)


                                       -----------------------------------------
                                       (Print or type name)