NEITHER THIS WARRANT NOR THE STOCK
FOR WHICH IT MAY BE EXERCISED HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED ("SECURITIES ACT"), OR ANY OTHER FEDERAL OR STATE SECURITIES
LAW, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS
EXPRESSLY PROVIDED HEREIN.

     

    IVEDA
CORPORATION

     

    
      
        
          	 
      	
                  COMMON
      STOCK PURCHASE WARRANT

                	
                  No._____

                


        

      

    

     

    This
certifies that, for value received, __________________________ ("Holder"), is
entitled to subscribe for and purchase from Iveda Corporation, a Nevada
corporation (the "Company"), ______ shares, subject to adjustment as set forth
in Article II below
("Warrant Shares"), of Common Stock of the Company, $0.00001 par value per share
("Common Stock"), at the exercise price of $____ per share, which price is
subject to adjustment as set forth in Article II below
(the "Exercise Price"), at any time and from time to time beginning on the date
of this Warrant as set forth below ("Effective Date"), and ending on
____________ ("Expiration Date"), upon written notice from the Holder to the
Company ("Notice") and subject to the terms provided herein.

     

    This
Warrant has been issued in exchange for the cancellation of a Warrant previously
issued to Holder by IntelaSight, Inc., a Washington corporation.  This
Warrant is subject to the following provisions, terms and
conditions:

     

    ARTICLE
I.

     

    EXERCISE; RESERVATION OF
SHARES

     

    Section
1.01          Warrant Exercise. The
rights represented by this Warrant may be exercised by the Holder at any time
and from time to time after the Effective Date and prior to the Expiration Date,
upon Notice, by the surrender at the principal office of the Company of this
Warrant together with a duly executed subscription in the form annexed hereto as
Exhibit A ("Subscription Form") and accompanied by payment, in certified or
immediately available funds, of the Exercise Price for the number of Warrant
Shares specified in the Subscription Form. The shares so purchased shall be
deemed to be issued to the Holder as the record owner of such shares as of the
close of business on the date on which this Warrant shall be exercised as
hereinabove provided. No fractional shares or scrip representing fractional
shares shall be issued upon exercise of this Warrant and the number of shares
that shall be issued upon such exercise shall be rounded to the nearest whole
share without the payment or receipt of any additional
consideration.

     

    
      Exhibit
4.5

       

    

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Section
1.02           Certificates.
Certificates for the shares purchased pursuant to Section 1.01 shall
be delivered to the Holder within ten (10) days after the rights represented by
this Warrant shall have been so exercised, and a new Warrant in the name of the
Holder representing the rights, if any, that shall not have been exercised prior
to the Expiration Date with respect to this Warrant shall also be delivered to
such Holder within such time, with such new Warrant to be identical in all other
respects to this Warrant. The Holder shall for all purposes be deemed to have
become the holder of record of the Warrant Shares on the date this Warrant was
exercised (the date the Holder has fully complied with the requirements of
Section 1.01), irrespective of the date of delivery of the certificate or
certificates representing the Warrant Shares; provided that, if the date such
exercise is made is a date when the stock transfer books of the Company are
closed, such person shall be deemed to have become the holder of record of the
Warrant Shares at the close of business on the next succeeding date on which the
stock transfer books are open. The term "Warrant," as used herein, includes any
Warrants into which this Warrant may be divided or combined and any subsequent
Warrants issued upon the transfer or exchange or reissuance upon loss
hereof.

     

    Section
1.03           Company Covenants.
The Company represents, warrants, covenants and agrees:

     

    (a)    That
all shares of Common Stock that may be issued upon exercise of this Warrant
will, upon issuance, be validly issued, fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issue thereof;
and

     

    (b)    That
during the period the rights represented by this Warrant may be exercised, the
Company will at all times have authorized, and reserved for the purpose of issue
and delivery upon exercise of the rights evidenced by this Warrant, a sufficient
number of shares of Common Stock to provide for the exercise of the rights
represented by this Warrant.

     

    ARTICLE
II.

     

    ADJUSTMENTS

     

    Section
2.01           Adjustment
Events.

     

    (a)    Capital Events. If
any reorganization or reclassification of the capital stock of the Company, or
any consolidation or merger of the Company with another corporation, or the sale
of all or substantially all of its assets to another corporation (in any
instance, a "Capital Event") shall be effected in such a way that holders of
Common Stock shall be entitled to receive stock, securities or assets (including
cash) with respect to or in exchange for their Common Stock, then, as a
condition of such Capital Event, lawful and adequate provisions shall be made
whereby the Holder hereof shall thereafter have the right to purchase and
receive upon the basis and upon the terms and conditions specified in this
Warrant and in lieu of the shares of the Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented hereby, an amount of such shares of stock, securities or assets
(including cash) as may have been issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock equal to the
number of shares of such stock immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby had such Capital
Event not taken place.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (b)   Preservation of
Value. In the case of any Capital Event, appropriate provision shall be
made with respect to the rights and interests of the Holder of this Warrant to
the end that the provisions hereof (including, without limitation, provisions
for adjustment of the number of shares that may be issued upon exercise of this
Warrant and the Exercise Price hereof) shall thereafter be applicable, as nearly
as may be, in relation to any shares of stock, securities or assets (including
cash) thereafter deliverable upon the exercise of the rights represented
hereby.

     

    (c)    Obligation Expressly
Assumed. The Company shall not effect any consolidation, merger or sale
of all or substantially all of its assets, unless prior to the consummation
thereof the successor corporation (if other than the Company) resulting from
such consolidation or merger, or the corporation into or for the securities of
which the previously outstanding stock of the Company shall be changed in
connection with such consolidation or merger, or the corporation purchasing such
assets, as the case may be, shall assume by written instrument executed and
mailed or delivered to the registered Holder at the last address of such Holder
appearing on the books of the Company, the obligation to deliver to such Holder,
upon exercise of this Warrant, such shares of stock, securities or assets
(including cash) as, in accordance with the foregoing provisions, such Holder
may be entitled to purchase.

     

    Section
2.02           Subdivision or Combination
of Stock. In the event that the Company shall at any time subdivide or
split its outstanding shares of Common Stock into a greater number of shares,
the number of Warrant Shares subject to issuance upon exercise of this Warrant
at the opening of business on the day upon which such subdivision becomes
effective shall be proportionately increased. In the event that the outstanding
shares of Common Stock of the Company shall be combined into a smaller number of
shares, the number of shares subject to issuance upon exercise of this Warrant
at the opening of business on the day upon which such subdivision becomes
effective shall be proportionately decreased. Any such increase or decrease, as
the case may be, shall become effective immediately after the opening of
business on the day following the day upon which such subdivision or
combination, as the case may be, becomes effective.

     

    Section
2.03           Stock Dividends. In
the event that the Company shall at any time declare any dividend or
distribution upon its Common Stock payable in stock, the number of Warrant
Shares subject to issuance upon exercise of this Warrant shall be increased by
the number (and the kind) of shares which would have been issued to the holder
of this Warrant if this Warrant were exercised immediately prior to such
dividend. Such increase shall become effective immediately after the opening of
business on the day following the record date for such dividend or
distribution.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    Section
2.04           Treasury Shares. The
number of shares of Common Stock outstanding at any given time shall not include
shares of the Company owned or held by or for the account of the
Company.

     

    Section
2.05           Minimum Adjustment.
No adjustment in the number of shares that may be issued upon exercise of this
Warrant as provided in this Article II shall be required unless such adjustment
would require an increase or decrease in such number of shares of at least one
percent (1%) of the then adjusted number of shares of Common Stock that may be
issued upon exercise of this Warrant; provided, however, that any such
adjustments that by reason of the foregoing are not required to be made shall be
carried forward and taken into account and included in determining the amount of
any subsequent adjustment; and provided further, that if the Company shall at
any time subdivide or combine the outstanding shares of Common Stock or issue
additional shares of Common Stock as a dividend, said percentage shall forthwith
be proportionately adjusted so as to appropriately reflect the
same.

     

    Section
2.06           Adjustment of Exercise
Price. Whenever the number of shares of Common Stock that may be issued
upon exercise of this Warrant is adjusted, and effective at the time such
adjustment is effective, as provided in Sections 2.01, 2.02 and 2.03 of
this Article II, the Exercise Price shall be adjusted (to the nearest whole
cent) by multiplying each such Exercise Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of
shares of Common Stock which may be issued upon the exercise of each such
Warrant immediately prior to such adjustment, and (y) the denominator of which
shall be the number of shares of Common Stock so purchasable immediately
thereafter. The Company may retain a firm of independent certified public
accountants (which may not be the regular accountants employed by the Company)
to make any required computation, and a certificate signed by such firm shall be
conclusive evidence of the correctness of such adjustment.

     

    Section
2.07           Record Date. In the
event that the Company shall not take a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend payable in Common
Stock, then such record date shall be deemed for the purposes of this Article II
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.

     

    Section
2.8            Officer's
Certificate. Whenever the Exercise Price shall be adjusted as provided in
this Article II, the Company shall forthwith file with its Secretary and retain
in the permanent records of the Company, an officer's certificate showing the
adjusted Exercise Price determined as provided in this Article II, setting forth
in reasonable detail the facts requiring such adjustment, including a statement
of the number of additional or fewer shares of Common Stock, and such other
facts as may be reasonably necessary to show the reason for and the method of
computing such adjustment. Each such officer's certificate shall be made
available at all reasonable times for inspection by the Holder.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Section
2.9            Notice of Adjustment.
Upon any adjustment of the number of shares that may be issued upon exercise of
this Warrant or the Exercise Price, the Company shall give notice thereof to the
Holder, which notice shall state the increase or decrease, if any, in the number
of shares that may be issued upon the exercise of this Warrant and the Exercise
Price, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.

     

    Section
2.10          Definition of "Common
Stock". As used in this Article II, the term "Common Stock" shall mean
and include all of the Company's authorized Common Stock of any class as
constituted on the Effective Date, and shall also include any capital stock of
any class of the Company thereafter authorized that shall not be limited to a
fixed sum or stated value in respect of the rights of the holders thereof to
participate in dividends or the distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding up of the Company.

     

    ARTICLE
III.

     

    TRANSFER
RESTRICTIONS

     

    Section
3.01          Securities Law Transfer
Restrictions. By taking and holding this Warrant, the Holder (i)
acknowledges that neither this Warrant nor any shares of Common Stock that may
be issued upon exercise of this Warrant have been registered under the
Securities Act or any applicable state securities or blue sky law (collectively,
"Securities Laws"); (ii) agrees not to sell, transfer or otherwise dispose of
this Warrant, and agrees not to sell, transfer or otherwise dispose of any such
shares of Common Stock without registration unless the sale, transfer or
disposition of such shares can be effected without registration and in
compliance with the Securities Laws; and (iii) agrees not to sell, transfer or
otherwise dispose of this Warrant or any portion thereof or interest therein
except as otherwise expressly permitted herein. No part of this Warrant or any
portion thereof or interest therein may be transferred, whether voluntarily,
involuntarily or by operation of law, except to a Permitted Transferee as
hereinafter defined. “Permitted Transferee” shall mean a transferee or assignee
that (a)(i) is an entity as to which the Holder is the beneficial owner of at
least a majority of the equity therein and the Holder has voting control
thereover, (ii) is a member of the Holder's family or a trust for the benefit of
an individual Holder or (iii) a successor by inheritance or intestate succession
to any interest in this Warrant or any portion thereof and (b) accepts by
written instrument reasonably acceptable to the Company each of the terms and
conditions that govern this Warrant. Any certificate for shares of Common Stock
issued upon exercise of this Warrant shall bear an appropriate legend describing
the foregoing restrictions, unless such shares of Common Stock have been
effectively registered under the applicable Securities Laws.

     

    Section
3.02          Provision of Information by
Holder. The Holder shall make available to the Company such written
information, presented in form and content satisfactory to the Company, as the
Company may reasonably request, from time to time, in order to make the
determination provided for in Section 3.01.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    ARTICLE
IV.

     

    MISCELLANEOUS

     

    Section
5.01           Transfer of Warrants.
No right or interest in this Warrant shall be transferable except as provided in
Article III.

     

    Section
5.02           Notices. Any notice
or communication to be given pursuant to this Warrant shall be in writing and
shall be delivered in person or by certified mail, return receipt requested, in
the United States mail, postage prepaid. Notices to the Company shall be
addressed to the Company's principal office. Notices to the Holder shall be
addressed to the Holder's address as reflected in the records of the Company.
Notices shall be effective upon delivery in person, or, if mailed, at midnight
on the fifth business day after mailing.

     

    Section
5.03           No Shareholder
Rights. This Warrant shall not entitle the Holder to any voting rights or
other rights as a shareholder of the Company.

     

    Section
5.04           Governing Law. This
Warrant shall be governed by and construed in accordance with the laws of the
State of Arizona.

     

    Section
5.05           Headings;
Interpretation. The section headings used herein are for convenience of
reference only and are not intended to define, limit or describe the scope or
intent of any provision of this Warrant. When used in this Warrant, the term
"including" shall mean "including, without limitation.”

     

    Section
5.06           Successors. The
covenants, agreements and provisions of this Warrant shall bind the parties
hereto and their respective successors and permitted assigns.

     

    Section
5.07          Integrated Agreement;
Modification. This Warrant is a complete statement of the agreement of
the parties with respect to the subject matter hereof and may be modified only
by written instrument executed by the parties.

     

    [Signature
Page Follows]

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be issued effective as
of the 15th day of
October, 2009.

     

    
      
        
          
            	
                          
                      Iveda
      Corporation, a Nevada corporation

                    

                  
	 
      
	
                    By:

                  	 
      
	 
      	
                    David
      Ly, CEO

                  


          

        

      

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    Exhibit
A

     

    SUBSCRIPTION
FORM

     

    (To
be Executed only upon Exercise of Warrant)

     

    The
undersigned registered owner of this Warrant irrevocably exercises this Warrant
and purchases __________ shares of Common Stock of Iveda Corporation, a Nevada
corporation, that may be issued under this Warrant and herewith delivers the sum
of $____________ in full payment of the Exercise Price for such shares, all on
the terms and conditions specified in this Warrant. Such shares are to be
delivered to such holder at the address reflected in the records of the Company
unless contrary instructions are herein given.

     

    Deliver
certificates to:

     

    
      
        
          
            
              
                
                  
                    	 	 
	 
      	 
      
	
                            Dated:

                          	 
      	 
      	 
      
	 
      	
                            (Signature
      of Registered Owner)

                          
	 
      	 
      
	 
      	
                            (Street
      Address)

                          
	 
      	 
      
	 
      	
                            (City)
      (State) (Zip
Code)