THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION BY ITS ACCEPTANCE HEREOF,
AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS UNIT PURCHASE OPTION
EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION
AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS UNIT
PURCHASE OPTION FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE
EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) HOLDER OR AN UNDERWRITER
OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE
OFFICER OR PARTNER OF HOLDER OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

THIS UNIT PURCHASE OPTION IS VOID AFTER 5:00 P.M. EASTERN TIME, ________, 2011.



                             REPRESENTATIVES OPTION

                               FOR THE PURCHASE OF

                                  150,000 UNITS

                                       OF

                          HANDHELD ENTERTAINMENT, INC.

         1. Representatives Option.

         THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf
of __________ (each, a "Holder"), as registered owner of this Representatives
Option ("Unit Purchase Option"), to Handheld Entertainment, Inc. (the
"Company"), Holder is entitled, at any time or from time to time commencing
____________, 2007 (the "Commencement Date"), and at or before 5:00 p.m.,
Eastern Time, ___________, 2011 (the "Expiration Date"), but not thereafter, to
subscribe for, purchase and receive, in whole or in part, up to 150,000 units
(the "Units") of the Company, each Unit consisting of one share of Company
common stock, par value $0.0001 per share (the "Common Stock"), and one warrant
to purchase Common Stock (the "Warrant(s)") expiring five years from the
effective date (the "Effective Date") of the registration statement (the
"Registration Statement") pursuant to which Units are offered for sale to the
public (the "Offering"). Each Warrant is the same as the warrants included in
the Units being registered for sale to the public (the "Public Warrants") under
the Securities Act of 1933, as amended (the "Act") except that the exercise
price of the Warrants shall be $[_____] per share [or 145% of the exercise price
of the Public Warrants]. If the Expiration Date is a day on which banking
institutions are authorized by law to close, then this Unit Purchase Option may
be exercised on the next succeeding day, which is not such a day in accordance
with the terms herein. During the period ending on the Expiration Date, the
Company agrees not to take any action that would terminate the Unit Purchase
Option. This Unit Purchase Option is initially exercisable at $[_____] per Unit
so purchased [or 145% of the exercise price of the Units in the Offering];
provided, however, that upon the occurrence of any of the events specified in
Section 6 hereof, the rights granted by this Unit Purchase Option, including the
exercise price per Unit and the number of Units (and Common Stock and Warrants
underlying such Units) to be received upon such exercise, shall be adjusted as
therein specified. The term "Exercise Price" shall mean the initial exercise
price or the adjusted exercise price, depending on the context.

          2. Exercise.

         (a) Exercise Procedure. In order to exercise this Unit Purchase Option,
the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Unit Purchase Option and payment of
the Exercise Price for the Units being purchased payable in




cash or by certified check or official bank check. If the subscription rights
represented hereby shall not be exercised at or before 5:00 p.m., Eastern time,
on the Expiration Date this Unit Purchase Option shall become and be void
without further force or effect, and all rights represented hereby shall cease
and expire.

         (b) Legend. Each certificate for the securities purchased under this
Unit Purchase Option shall bear a legend as follows unless such securities have
been registered under the Securities Act of 1933, as amended (the "Act"):

         "The securities represented by this certificate have not been
         registered under the Securities Act of 1933, as amended (the "Act") or
         applicable state law. The securities may not be offered for sale, sold
         or otherwise transferred except pursuant to an effective registration
         statement under the Act, or pursuant to an exemption from registration
         under the Act and applicable state law."

         (c) Cashless Exercise.

              (i) In lieu of the payment of the Exercise Price multiplied by the
number of Units for which this Unit Purchase Option is exercisable (and in lieu
of being entitled to receive Common Stock and Warrants) in the manner required
by Section 2(a), the Holder shall have the right (but not the obligation) to
convert any exercisable but unexercised portion of this Unit Purchase Option
into Units (the "Conversion Right") as follows: upon exercise of the Conversion
Right, the Company shall deliver to the Holder (without payment by the Holder of
any of the Exercise Price in cash) that number of Common Stock and Warrants
comprising that number of Units equal to the quotient obtained by dividing (x)
the "Value" (as defined below) of the portion of the Unit Purchase Option being
converted by (y) the Current Market Value (as defined below). The "Value" of the
portion of the Unit Purchase Option being converted shall equal the remainder
derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the
number of Units underlying the portion of this Unit Purchase Option being
converted from (b) the Current Market Value of a Unit multiplied by the number
of Units underlying the portion of the Unit Purchase Option being converted. As
used herein, the term "Current Market Value" per Unit at any date means the
remainder derived from subtracting (x) the exercise price of the Warrants
multiplied by the number of shares of Common Stock issuable upon exercise of the
Warrants underlying one Unit from (y) the Current Market Price of the Common
Stock multiplied by the sum of (i) the number of shares of Common Stock
underlying such Warrants plus (ii) the number of shares of Common Stock
underlying one Unit. The "Current Market Price" of the Common Stock shall mean
(i) if the Common Stock is listed on a national securities exchange or quoted on
the NASDAQ Stock Market or OTC Bulletin Board maintained by the National
Association of Securities Dealers, Inc. (the "OTCBB") (or a successor exchange
or quotation service), the last sale price of the Common Stock in the principal
trading market for the Common Stock as reported by such exchange, the NASDAQ
Stock market or the OTCBB, as the case may be; (ii) if the Common Stock is not
listed on a national securities exchange or quoted on the NASDAQ Stock Market or
the OTCBB (or a successor exchange or quotation service), but is traded in the
residual over-the-counter market, the closing bid price for the Common Stock on
the last trading day preceding the date in question for which such quotations
are reported by the Pink Sheets, LLC or similar publisher of such quotations;
and (iii) if the fair market value of the Common Stock cannot be determined
pursuant to clause (i) or (ii) above, such price as the Board of Directors of
the Company shall determine, in good faith.

              (ii) The Cashless Exercise Right may be exercised by the Holder on
any business day on or after the Commencement Date and not later than the
Expiration Date by delivering this Unit Purchase Option with the duly executed
exercise form attached hereto with the cashless exercise section completed to
the Company, exercising the Cashless Exercise Right and specifying the total
number of Units the Holder will purchase pursuant to such Cashless Exercise
Right.




                                       2


     3. Transfer.

         (a) Restrictions - General. The registered Holder of this Unit Purchase
Option, by its acceptance hereof, agrees that it will not sell, transfer,
assign, pledge or hypothecate this Unit Purchase Option for a period of one
hundred eighty (180) days following the Effective Date to anyone other than (i)
an underwriter or a selected dealer in connection with the Offering, or (ii) a
bona fide officer or partner of any of the foregoing. On and after the first
anniversary of the Effective Date, transfers to others may be made subject to
compliance with or exemptions from applicable securities laws. In order to make
any permitted assignment, the Holder must deliver to the Company the assignment
form attached hereto duly executed and completed, together with this Unit
Purchase Option. The Company shall within three business days transfer this Unit
Purchase Option on the books of the Company and shall execute and deliver a new
Unit Purchase Option or Unit Purchase Options of like tenor to the appropriate
assignee(s) expressly evidencing the right to purchase the aggregate number of
Units purchasable hereunder or such portion of such number as shall be
contemplated by any such assignment.

         (b) Restrictions--Securities. The securities evidenced by this Unit
Purchase Option shall not be transferred unless and until (i) the Company has
received an opinion of counsel that the securities may be transferred pursuant
to an exemption from registration under the Act and applicable state securities
laws, the availability of which is established to the reasonable satisfaction of
the Company, or (ii) a registration statement or a post-effective amendment to
the Registration Statement relating to such securities has been filed by the
Company and declared effective by the Securities and Exchange Commission (the
"Commission") and compliance with applicable state securities law has been
established.

     4. New Purchase Options to be Issued.

         (a) Partial Exercise. Subject to the restrictions in Section 3 hereof,
this Unit Purchase Option may be exercised or assigned in whole or in part. In
the event of the exercise or assignment hereof in part only, upon surrender of
this Unit Purchase Option for cancellation, together with the duly executed
exercise or assignment form and funds sufficient to pay any Exercise Price
and/or transfer tax, the Company shall cause to be delivered to the Holder
without charge a new Unit Purchase Option of like tenor to this Unit Purchase
Option in the name of the Holder evidencing the right of the Holder to purchase
the number of Units purchasable hereunder as to which this Unit Purchase Option
has not been exercised or assigned.

         (b) Loss, Theft, Destruction. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Unit
Purchase Option and of reasonably satisfactory indemnification or the posting of
a bond, the Company shall execute and deliver a new Unit Purchase Option of like
tenor and date. Any such new Unit Purchase Option executed and delivered as a
result of such loss, theft, mutilation or destruction shall constitute a
substitute contractual obligation on the part of the Company.

     5. Registration Rights.

         (a) Demand Registration.

              (i) To the extent not registered in the Company's public offering
registration number 333-133550. The Company, upon written demand (the "Initial
Demand Notice") of the Holder(s) of not less than 50% of the Unit Purchase
Options and/or the underlying Units and/or the underlying securities (the
"Majority Holders"), agrees to register on one occasion, all or any portion of
the Unit Purchase Options requested by the Majority Holders in the Initial
Demand Notice and all of the securities underlying such Unit Purchase Options,
including the Units, Common Stock, the Warrants, the Common




                                       3


Stock underlying the Warrants (collectively, the "Registrable Securities"). On
such occasion, the Company will file a registration statement or a
post-effective amendment to the Registration Statement covering the Registrable
Securities within forty-five days after receipt of the Initial Demand Notice and
use its best efforts to have such registration statement or post-effective
amendment declared effective as soon as possible thereafter. The demand for
registration may be made at any time during a period of years beginning one year
and ending four years after the Effective Date. The Company covenants and agrees
to give written notice of its receipt of any Initial Demand Notice by any
Holder(s) to all other registered Holders of the Unit Purchase Options and/or
the Registrable Securities within twenty days from the date of the receipt of
any such Initial Demand Notice.

              (ii) The Company shall bear all fees and expenses attendant to
registering the Registrable Securities, including the expenses of any legal
counsel selected by the Holders to represent them in connection with the sale of
the Registrable Securities, but the Holders shall pay any and all underwriting
commissions. The Company agrees to use its reasonable best efforts to qualify or
register the Registrable Securities in such states as are reasonably requested
by the Majority Holder(s); provided, however, that in no event shall the Company
be required to register the Registrable Securities in a state in which such
registration would cause (i) the Company to be obligated to qualify to do
business in such state, or would subject the Company to taxation as a foreign
corporation doing business in such jurisdiction or (ii) the principal
stockholders of the Company to be obligated to escrow their shares of capital
stock of the Company. The Company shall use its reasonable best efforts to cause
any registration statement or post-effective amendment filed pursuant to the
demand rights granted under Section 5(a)(i) to remain effective for a period of
time until the Holder(s) are able to sell their Registrable Securities under
Rule 144 without restriction.

         (b) "Piggy-Back" Registration.

              (i) The Company covenants and agrees with the Holders or
subsequent Holders of the Registrable Securities that if, at any time within the
period commencing one year and ending four years after the Effective Date, it
proposes to file a Registration Statement with respect to any class of security
(other than in connection with an offering to the Company's employees) under the
Act in a primary registration on behalf of the Company and/or in a secondary
registration on behalf of holders of such securities and the registration form
to be used may be used for registration of the Registrable Securities, the
Company will give prompt written notice (which in the case of a Registration
Statement or notification pursuant to the exercise of demand registration rights
other than those provided in Section 5(a) of this Agreement, shall be within ten
(10) business days after the Company's receipt of notice of such exercise, in
any event, shall be at least 30 days prior to such filing) to, the Holders of
Registrable Securities (regardless of whether some of the Holders shall have
theretofore availed themselves of the right provided in Section 5(a) of this
Agreement) at the addresses appearing on the records of the Company of its
intention to file a registration statement and will offer to include in such
registration statement, subject to subparagraphs (i) and (ii) of this paragraph
(b), such number of Registrable Securities with respect to which the Company has
received written requests for inclusion therein within ten (10) days after the
giving of notice by the Company. All registrations requested pursuant to this
Section 5(b) are referred to herein as "Piggyback Registrations." This paragraph
is not applicable to a Registration Statement filed by the Company with the
Commission on forms S-4 or S-8 or any successor forms.

         (a) Priority on Primary Registrations. If a Piggyback Registration
     includes an underwritten primary registration on behalf of the Company and
     the underwriter(s) for the offering being registered by the Company shall
     determine in good faith and advise the Company in writing that in its/their
     opinion the number of Registrable Securities requested to be included in
     such registration exceeds the number that can be sold in such



                                       4


     offering without materially adversely affecting the distribution of such
     securities by the Company, the Company will include in such registration
     (A) first, the securities that the Company proposes to sell and (B) second,
     such other securities apportioned pro rata among the Holders of Registrable
     Securities and securities of the holders of other securities requesting
     registration.

         (b) Priority on Secondary Registrations. If a Piggyback Registration
     consists only of an underwritten secondary registration on behalf of
     holders of securities of the Company (other than pursuant to Section
     10(a)), and the underwriter(s) for the offering being registered by the
     Company advise the Company in writing that in its/their opinion the number
     of Registrable Securities requested to be included in such registration
     exceeds the number which can be sold in such offering without materially
     adversely affecting the distribution of such securities by the Company, the
     Company will include in such registration the securities requested to be
     included therein by the holders requesting such registration, other
     securities requested to be included in such registration and the
     Registrable Securities requested to be included in such registration above,
     pro rata, among all such holders on the basis of the number of shares
     requested to be included by each such holder.

         Notwithstanding the foregoing, the Company shall not be required to
file a registration statement to include Shares pursuant to this Section 5(b) if
an opinion of independent counsel, reasonably satisfactory to counsel for the
Company and counsel for Underwriters, that the Shares proposed to be disposed of
may be transferred pursuant to the provisions of Rule 144 under the Act, shall
have been delivered to counsel for the Company.

              (ii) The Company shall bear all fees and expenses attendant to
registering the Registrable Securities, including the expenses of any legal
counsel selected by the Holders to represent them in connection with the sale of
the Registrable Securities but the Holders shall pay any and all underwriting
commissions related to the Registrable Securities. In the event of such a
proposed registration, the Company shall furnish the then Holders of outstanding
Registrable Securities with not less than fifteen days written notice prior to
the proposed date of filing of such registration statement. Such notice to the
Holders shall continue to be given for each applicable registration statement
filed (during the period in which the Unit Purchase Option is exercisable) by
the Company until such time as all of the Registrable Securities have been
registered and sold. The holders of the Registrable Securities shall exercise
the "piggy-back" rights provided for herein by giving written notice, within ten
days of the receipt of the Company's notice of its intention to file a
registration statement. The Company shall cause any registration statement filed
pursuant to the above "piggyback" rights to remain effective for at least nine
months from the date that the Holders of the Registrable Securities are first
given the opportunity to sell all of such securities.

         (c) Indemnification.

              (i) The Company shall indemnify the Holder(s), its directors,
officers, agents and employees of the Registrable Securities to be sold pursuant
to any registration statement hereunder and each person, if any, who controls
such Holders within the meaning of Section 15 of the Act or Section 20(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), against all
loss, claim, damage, expense or liability (including all reasonable attorneys'
fees and other expenses reasonably incurred in investigating, preparing or
defending against litigation, commenced or threatened, or any claim whatsoever
whether arising out of any action between the Underwriter and the Company or
between the Underwriter and any third party or otherwise) to which any of them
may become subject under the Act, the Exchange Act or otherwise, arising from
such registration statement but only to the same extent and with the same effect
as the provisions pursuant to which the Company has agreed to indemnify the
Underwriters contained in the Underwriting Agreement between the Company, Holder
and the other Underwriters named therein dated the Effective Date. The Holder(s)
of the Registrable Securities to be sold pursuant to such registration
statement, and their successors and assigns, shall severally, and not




                                       5


jointly, indemnify the Company, its officers and directors and each person, if
any, who controls the Company within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or
liability (including all reasonable attorneys' fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which they may become subject under the Act, the Exchange Act or
otherwise, arising from information furnished by or on behalf of such Holders,
or their successors or assigns, in writing, for specific inclusion in such
registration statement to the same extent and with the same effect as the
provisions contained in Section 5 of the Underwriting Agreement pursuant to
which the Underwriters have agreed to indemnify the Company.

              (ii) Nothing contained in this Unit Purchase Option shall be
construed as requiring the Holder(s) to exercise their Unit Purchase Options or
Warrants underlying such Unit Purchase Options prior to or after the initial
filing of any registration statement or the effectiveness thereof.

    6. Adjustments.

         (a) Exercise Price and Number of Securities. The Exercise Price and the
number of Units underlying the Unit Purchase Option shall be subject to
adjustment from time to time as hereinafter set forth:

              (i) If after the date hereof, and subject to the provisions of
Section 6(c) below, the number of outstanding Common Stock is increased by a
stock dividend payable in Common Stock or by a split-up of Common Stock or other
similar event, then, on the effective date thereof, the number of shares of
Common Stock underlying each of the Units purchasable hereunder shall be
increased in proportion to such increase in outstanding shares. In such case,
the number of shares of Common Stock, and the exercise price applicable thereto,
underlying the Warrants underlying each of the Units purchasable hereunder shall
be adjusted in accordance with the terms of the Warrants.

              (ii) If after the date hereof, and subject to the provisions of
Section 6(c), the number of outstanding shares of Common Stock is decreased by a
consolidation, combination or reclassification of the Common Stock or other
similar event, then, on the effective date thereof, the number of shares of
Common Stock underlying each of the Units purchasable hereunder shall be
decreased in proportion to such decrease in outstanding shares. In such case,
the number of shares of Common Stock, and the exercise price applicable thereto,
issuable upon exercise of the Warrants included in each of the Units purchasable
hereunder shall be adjusted in accordance with the terms of the Warrants.

              (iii) In case of any reclassification or reorganization of the
outstanding Common Stock other than a change covered by Section 6(a)(i) or
6(a)(ii) hereof or that solely affects the par value of such Common Stock, or in
the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or
reorganization of the outstanding Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the property of the Company as an
entirety or substantially as an entirety in connection with which the Company is
dissolved, the Holder of this Unit Purchase Option shall have the right
thereafter (until the expiration of the right of exercise of this Unit Purchase
Option) to receive upon the exercise hereof, for the same aggregate Exercise
Price payable hereunder immediately prior to such event, the kind and amount of
shares of stock or other securities or property (including cash) receivable upon
such reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, by a Holder of the number of
shares of Common Stock of the Company obtainable upon exercise of this Unit
Purchase Option and the underlying Warrants immediately prior to such event; and
if any reclassification



                                       6


also results in a change in Common Stock covered by Section 6(a)(i) or 6(a)(ii),
then such adjustment shall be made pursuant to Sections 6(a)(i), 6(a)(ii) and
this Section 6(a)(iii). The provisions of this Section 6(a)(iii) shall similarly
apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.

              (iv) This form of Unit Purchase Option need not be changed because
of any change pursuant to this Section, and Unit Purchase Options issued after
such change may state the same Exercise Price and the same number of Units as
are stated in the Unit Purchase Options initially issued pursuant to this
Agreement. The acceptance by any Holder of the issuance of new Unit Purchase
Options reflecting a required or permitted change shall not be deemed to waive
any rights to an adjustment occurring after the Commencement Date or the
computation thereof.

         (b) Substitute Unit Purchase Option. In case of any consolidation of
the Company with, or merger of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger which does not result
in any reclassification or change of the outstanding Common Stock), the
corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental Unit Purchase Option providing that the holder of each
Unit Purchase Option then outstanding or to be outstanding shall have the right
thereafter (until the stated expiration of such Unit Purchase Option) to
receive, upon exercise of such Unit Purchase Option, the kind and amount of
shares of stock and other securities and property receivable upon such
consolidation or merger, by a holder of the number of shares of Common Stock of
the Company (including such number of shares of Common Stock underlying the
Warrants) for which such Unit Purchase Option might have been exercised
immediately prior to such consolidation, merger, sale or transfer. Such
supplemental Unit Purchase Option shall provide for adjustments, which shall be
identical to the adjustments provided in Section 6. The above provision of this
Section shall similarly apply to successive consolidations or mergers.

         (c) Fractional Interests. The Company shall not be required to issue
certificates representing fractions of shares of Common Stock or Warrants upon
the exercise of this Unit Purchase Option, nor shall it be required to issue
scrip or pay cash in lieu of any fractional interests, it being the intent of
the parties that all fractional interests shall be eliminated by rounding any
fraction up to the nearest whole number of Warrants, shares of Common Stock or
other securities, properties or rights.

     7. Reservation and Listing. The Company shall at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issuance
upon exercise of the Unit Purchase Option or the Warrants underlying the Unit
Purchase Option, such number of shares of Common Stock or other securities,
properties or rights as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Unit Purchase Options and
payment of the Exercise Price therefor, all shares of Common Stock and other
securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive rights of any stockholder.
The Company further covenants and agrees that upon exercise of the Warrants
underlying the Unit Purchase Options and payment of the respective Warrant
exercise price therefor, all shares of Common Stock and other securities
issuable upon such exercise shall be duly and validly issued, fully paid and
non-assessable and not subject to preemptive rights of any stockholder.

     8. Certain Notice Requirements.

         (a) Right to Notice. Nothing herein shall be construed as conferring
upon the Holders the right to vote or consent as a stockholder for the election
of directors or any other matter, or as having any rights whatsoever as a
stockholder of the Company. The Company may, at its option, at any time during
the term hereof, reduce the then current Exercise Price to any amount deemed
appropriate by the Board of Directors of the Company.



                                       7


         (b) Change in Exercise Price. The Company shall, promptly after an
event requiring a change in the Exercise Price pursuant to Section 6 hereof,
send notice to the Holders of such event and change (the "Price Notice"). The
Price Notice shall describe the event causing the change and the method of
calculating same and shall be certified as being true and accurate by the
Company's President and Chief Financial Officer.

         (c) Notice Delivery. All notices, requests, consents and other
communications under this Unit Purchase Option shall be in writing and shall be
deemed to have been duly made when hand delivered, or mailed by express mail or
private courier service: (i) If to the registered Holder of this Unit Purchase
Option, to the address of such Holder as shown on the books of the Company, or
(ii) If to the Company, to the following address or to such other address as the
Company may designate by notice to the Holders:

                  Handheld Entertainment, Inc.
                  539 Bryant Street, Suite 403
                  San Francisco, CA  94107
                  Attn:    Bill Bush, CFO

         (d) Amendments. The Company and Newbridge Securities Corporation may
from time to time supplement or amend this Unit Purchase Option without the
approval of any of the Holders in order to cure any ambiguity, to correct or
supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to
matters or questions arising hereunder that the Company and Newbridge Securities
Corporation may deem necessary or desirable and that the Company and Newbridge
Securities Corporation deem shall not adversely affect the interest of the
Holders. All other modifications or amendments shall require the written consent
of and be signed by the party against whom enforcement of the modification or
amendment is sought.

         (e) Headings. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Unit Purchase
Option.

         (f) Entire Agreement. This Unit Purchase Option (together with the
other agreements and documents being delivered pursuant to or in connection with
this Unit Purchase Option) constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof, and supersedes all prior
agreements and understandings of the parties, oral and written, with respect to
the subject matter hereof.

         (g) Binding Effect. This Unit Purchase Option shall inure solely to the
benefit of, and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal representative and assigns,
and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Unit Purchase
Option or any provisions herein contained.

         (h) Governing Law. This Unit Purchase Option shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware,
without giving effect to conflict of laws principles. The Company hereby agrees
that any action, proceeding or claim against it arising out of, or relating in
any way to this Unit Purchase Option shall be brought and enforced in the courts
of the State of Delaware or of the United States of America for the District of
Delaware, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any process
or summons to be served upon the Company may be served by transmitting a copy
thereof by registered or certified mail,



                                       8


return receipt requested, postage prepaid, addressed to it at the address set
forth in Section 8 hereof Such mailing shall be deemed personal service and
shall be legal and binding upon the Company in any action, proceeding or claim.

         (i) Waivers. The failure of the Company or the Holder to at any time
enforce any of the provisions of this Unit Purchase Option shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the
validity of this Unit Purchase Option or any provision hereof or the right of
the Company or any Holder to thereafter enforce each and every provision of this
Unit Purchase Option. No waiver of any breach, non-compliance or non-fulfillment
of any of the provisions of this Unit Purchase Option shall be effective unless
set forth in a written instrument executed by the party or parties against whom
or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.

         (j) Counterparts. This Unit Purchase Option may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement, and shall become effective when one
or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto.

                   [Balance of page intentionally left blank]




                                       9



         IN WITNESS WHEREOF, the Company has caused this Unit Purchase Option to
be signed by its duly authorized officer as of the ____ day of __________, 2006.

HANDHELD ENTERTAINMENT, INC.




By:
   ------------------------------
Name:  Jeff Oscodar
Title: Chief Executive Officer





                                       10



Form To Be Used To Exercise Unit Purchase Option


Handheld Entertainment, Inc.
539 Bryant Street, Suite 403
San Francisco, CA  94107
Attn:  Bill Bush, CFO

Date:                 , 200
     -----------------     --


         The undersigned hereby elects irrevocably to exercise all or a portion
of the within Unit Purchase Option and to purchase Units of Handheld
Entertainment, Inc. and hereby makes payment of $_________ (at the rate of
$_______ per Unit) in payment of the Exercise Price pursuant thereto. Please
issue the Common Stock and

Warrants as to which this Unit Purchase Option is exercised in accordance with
the instructions given below.



                                       or



         The undersigned hereby elects irrevocably to convert its right to
purchase ____ Units purchasable under the within Unit Purchase Option by
surrender of the unexercised portion of the attached Unit Purchase Option (with
a "Value" based of $___________ based on a "Market Price" of $__________).
Please issue the securities comprising the Units as to which this Unit Purchase
Option is exercised in accordance with the instructions given below.



                                                   -----------------------------
                                                   Signature



                                                   -----------------------------
                                                   Signature Guaranteed


                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES


Name:
     ---------------------------------------------------------------
                         (Print in Block Letters)


Address:
        ------------------------------------------------------------

NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE WITHIN UNIT PURCHASE OPTION IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED



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BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING
MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.





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Form To Be Used To Assign Unit Purchase Option


                                   ASSIGNMENT


            (To be executed by the registered Holder to effect a transfer of the
             within Unit Purchase Option)

       FOR VALUE RECEIVED, ___________ does hereby sell, assign and transfer
unto ___________ the right to purchase ________ Units of Handheld Entertainment,
Inc. (the "Company") evidenced by the within Unit Purchase Option and does
hereby authorize the Company to transfer such right on the books of the Company.

Dated: ______________,200_.



                                                   -----------------------------
                                                   Signature



                                                   -----------------------------
                                                   Signature Guaranteed


NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE WITHIN UNIT PURCHASE OPTION IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING
MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.





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