<PAGE>

EXHIBIT 99.6


                             FORM OF CLASS C WARRANT


THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO
THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE
COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.

                  EXERCISABLE UNTIL ON OR BEFORE JUNE 30, 2009
                 5:00 P.M., NEW YORK TIME OR THE REDEMPTION DATE
                      OF THE WARRANT, WHICHEVER IS EARLIER.

                                                                CLASS C WARRANTS


                        ACE MARKETING & PROMOTIONS, INC.

         This warrant certificate (the "Warrant Certificate") certifies that
_______________________________or registered assigns, is the registered holder
(the "Holder") of Warrants to purchase, at any time until 5:00 P.M. New York
time on the earlier of the Redemption Date of the Class C Warrants (as defined
herein) or June 30, 2009 (the "Expiration Date"), up to __________ fully-paid
and non-assessable shares, subject to adjustment in accordance with Article 6
hereof (the "Warrant Shares"), of the common stock, par value $.0001 per share
(the "Common Stock"), of ACE MARKETING & PROMOTIONS, INC., a New York
corporation (the "Company"), subject to the terms and conditions set forth
herein. The warrants represented by this Warrant Certificate and any warrants
resulting from a transfer or subdivision of the warrants represented by this
Warrant Certificate shall sometimes hereinafter be referred to, individually, as
a "Warrant" and, collectively, as the "Warrants." This Warrant Certificate is
being delivered in connection with the Confidential Offering Memorandum dated
May 1, 2006 and Subscription Agreement between the Company and the original
holder hereof.

         1. EXERCISE OF WARRANTS. This Warrant is initially exercisable to
purchase one Warrant Share at an initial exercise price of $1.75 per share,
subject to adjustment as set forth in Article 6 hereof, payable in cash or by
check to the order of the Company, or any combination of cash or check. Upon
surrender of this Warrant Certificate with the annexed Form of Election to
Purchase duly executed, together with payment of the Exercise Price (as
hereinafter defined) for the Warrant Shares purchased, at the Company's
principal offices (presently located at 457 Rockaway Avenue, Valley Stream, NY
11587), the registered holder of the Warrant Certificate (the "Holder" or
"Holders") shall be entitled to receive a certificate or certificates for the
Warrant Shares so purchased. The purchase rights represented by this Warrant
Certificate are exercisable at the option of the Holder hereof, in whole or in
part (but not as to fractional shares). In the case of the purchase of less than
all the Warrant Shares purchasable under this Warrant Certificate, the Company
shall cancel this Warrant Certificate upon its surrender and shall execute and
deliver a new Warrant Certificate of like tenor for the balance of the Warrant
Shares purchasable hereunder.


                                      -1-
<PAGE>

         2. ISSUANCE OF CERTIFICATES. Upon the exercise of the Warrants, the
issuance of certificates for the Warrant Shares purchased pursuant to such
exercise shall be made forthwith without charge to the Holder thereof including,
without limitation, any tax which may be payable in respect of the issuance
thereof, and such certificates shall (subject to the provisions of Article 3
hereof) be issued in the name of, or in such names as may be directed by, the
Holder thereof; provided, however, that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and delivery of any such certificates in a name other than that of the Holder
and the Company shall not be required to issue or deliver such certificates
unless or until the person or persons requesting the issuance 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.

                  The Warrant Certificates and, upon exercise of the Warrants,
the certificates representing the Warrant Shares shall be executed on behalf of
the Company by the manual or facsimile signature of those officers required to
sign such certificates under applicable law.

                  This Warrant Certificate and, upon exercise of the Warrants,
in part or in whole, certificates representing the Warrant Shares shall bear a
legend substantially similar to the following:

         The securities represented by this certificate have not been registered
         under the Securities Act of 1933, as amended ("Act"), and may not be
         offered or sold except (i) pursuant to an effective registration
         statement under the Act, (ii) to the extent applicable, pursuant to
         Rule 144 under the Act (or any similar rule under such Act relating to
         the disposition of securities), or (iii) upon the delivery by the
         holder to the Company of an opinion of counsel, reasonably satisfactory
         to counsel to the issuer, stating that an exemption from registration
         under such Act is available.

         3. RESTRICTION ON TRANSFER OF WARRANTS AND WARRANT SHARES. The Holder
of this Warrant Certificate, by its acceptance thereof, represents and warrants
to, and covenants and agrees with the Company that the Warrants and the Warrant
Shares issuable upon exercise of the Warrants are being acquired for the
Holder's own account as an investment and not with a view to the resale or
distribution thereof and that the Warrants and the Warrant Shares are not
registered under the Act or any state securities or blue sky laws and,
therefore, may not be transferred unless such securities are either registered
under the Act and any applicable state securities law or an exemption from such
registration is available. The Holder of this Warrant Certificate acknowledges
that the Holder is an "accredited investor" within the meaning of Regulation D
promulgated under the Act who has been provided with an opportunity to ask
questions of representatives of the Company concerning the Company and that all
such questions were answered to the satisfaction of the Holder. In connection
with any purchase of Warrant Shares the Holder agrees to execute any documents
which may be reasonably required by counsel to the Company to comply with the
provisions of the Act and applicable state securities laws.

         With respect to the Warrant Shares, the Holder shall be entitled to all
of the rights and subject to all of the obligations set forth in the
Registration Rights Agreement of even date herewith between the Company and the
original holder hereof.

         4. REDEMPTION RIGHTS OF CLASS C WARRANTS. Each Class C Warrant may be
redeemed by the Company at a price of $.001 per Warrant on at least 30 days
prior written notice (the "Redemption Date"), at anytime after the average
closing sales price of the Company's Common Stock as reported in the
Over-the-Counter Electronic OTC Bulletin Board, NASDAQ or if listed on a
national securities exchange, equals or exceeds $3.00 per share for a period of
20 consecutive trading days ending within 10 days prior to the date of the
notice of redemption is mailed or otherwise delivered by the Company to each
holder of Class C Warrants, subject to the holders' rights to exercise their
Class C Warrants through and including the Redemption Date of the Class C
Warrants.


                                      -2-
<PAGE>

         5. EXERCISE PRICE

                  5.1 INITIAL AND ADJUSTED EXERCISE PRICE. The initial exercise
price of each Warrant shall be $1.75 per Warrant Share. The adjusted exercise
price shall be the price which shall result from time to time from any and all
adjustments of the initial exercise price in accordance with the provisions of
Article 6 hereof.

                  5.2 EXERCISE PRICE. The term "Exercise Price" herein shall
mean the initial exercise price or the adjusted exercise price, depending upon
the context.

         6. ADJUSTMENTS OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.

                  6.1 DIVIDENDS AND DISTRIBUTIONS. In case the Company shall at
any time after the date hereof pay a dividend in shares of Common Stock or make
a distribution in shares of Common Stock, then upon such dividend or
distribution, the Exercise Price in effect immediately prior to such dividend or
distribution shall be reduced to a price determined by dividing an amount equal
to the total number of shares of Common Stock outstanding immediately prior to
such dividend or distribution multiplied by the Exercise Price in effect
immediately prior to such dividend or distribution, by the total number of
shares of Common Stock outstanding immediately after such dividend or
distribution. For purposes of any computation to be made in accordance with the
provisions of this Section 6.1, the Common Stock issuable by way of dividend or
distribution shall be deemed to have been issued immediately after the opening
of business on the date following the date fixed for determination of
shareholders entitled to receive such dividend or distribution.

                  6.2 SUBDIVISION AND COMBINATION. In case the Company shall at
any time subdivide or combine the outstanding Common Stock, the Exercise Price
shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.

                  6.3 ADJUSTMENT IN NUMBER OF WARRANT SHARES. Upon each
adjustment of the Exercise Price pursuant to the provisions of this Article 6,
the number of Warrant Shares issuable upon the exercise of each Warrant shall be
adjusted to the nearest full share of Common Stock by multiplying a number equal
to the Exercise Price in effect immediately prior to such adjustment by the
number of Warrant Shares issuable upon exercise of the Warrants immediately
prior to such adjustment and dividing the product so obtained by the adjusted
Exercise Price.

                  6.4 RECLASSIFICATION AND CONSOLIDATIONS. In case of any
reclassification or change of the outstanding shares of Common Stock (other than
a change in par value, or from par value to no par value, or as a result of a
subdivision or combination), or in the case of any consolidation of the Company
with, or merger of the Company into, another corporation (other than a
consolidation or merger in which the Company is the surviving corporation and
which does not result in any reclassification or change of the outstanding
shares of Common Stock, except a change as a result of a subdivision or
combination of such shares or a change in nominal value, as aforesaid), or in
the case of a sale or conveyance to another corporation of the property of the
Company as an entirety, the Holder shall thereafter have the right to purchase
the kind and number of shares of stock and other securities and property
receivable upon such reclassification, change, consolidation, merger, sale or
conveyance as if the Holder were the owner of the Warrant Shares issuable upon
exercise of the Warrants immediately prior to any such events at a price equal
to the product of (x) the number of Warrant Shares issuable upon exercise of the
Warrants and (y) the Exercise Price in effect immediately prior to the record
date for such reclassification, change, consolidation, merger, sale or
conveyance as if such Holder had exercised the Warrants.


                                      -3-
<PAGE>

                  6.5 DETERMINATION OF OUTSTANDING SHARES. The number of shares
of Common Stock at any one time outstanding shall include the aggregate number
of shares issued or issuable upon the exercise of outstanding options, rights,
warrants and upon the conversion or exchange of outstanding convertible or
exchangeable securities.

         7. EXCHANGE AND REPLACEMENT OF WARRANT CERTIFICATES. This Warrant
Certificate is exchangeable without expense, upon the surrender hereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Warrant Shares in such denominations as
shall be designated by the Holder thereof at the time of such surrender.

                  Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it, and reimbursement to the Company of all
reasonable expenses incidental thereto, and upon surrender and cancellation of
the Warrants, if mutilated, the Company will make and deliver a new Warrant of
like tenor, in lieu thereof.

         8. ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be
required to issue certificates representing fractions of shares of Common Stock
and shall not be required to issue scrip or pay cash in lieu of 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
shares of Common Stock.

         9. RESERVATION OF SHARES. The Company covenants and agrees that it will
at all times reserve and keep available out of its authorized share capital,
solely for the purpose of issuance upon the exercise of the Warrants, such
number of shares of Common Stock as shall be equal to the number of Warrant
Shares issuable upon the exercise of the Warrants, for issuance upon such
exercise, and that, upon exercise of the Warrants and payment of the Exercise
Price therefor, all Warrant Shares issuable upon such exercise shall be duly and
validly issued, fully paid, nonassessable and not subject to the preemptive
rights of any shareholder.

         10. NOTICES TO WARRANT HOLDERS. Nothing contained in this Agreement
shall be construed as conferring upon the Holder or Holders the right to vote or
to consent or to receive notice as a stockholder in respect of any meetings of
stockholders for the election of directors or any other matter, or as having any
rights whatsoever as a shareholder of the Company. If, however, at any time
prior to the expiration of the Warrants and their exercise, any of the following
events shall occur:

         (a) the Company shall take a record of the holders of its Common Stock
for the purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
then out of current or retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company; or

         (b) the Company shall offer to all the holders of its Common Stock any
additional shares of Common Stock or other shares of capital stock of the
Company or securities convertible into or exchangeable for shares of Common
Stock or other shares of capital stock of the Company, or any option, right or
warrant to subscribe therefor;

         (c) a dissolution, liquidation or winding up of the Company (other than
in connection with a consolidation or merger) or a sale of all or substantially
all of its property, assets and business as an entirety shall be proposed; or


                                      -4-
<PAGE>

         (d) the Company or an affiliate of the Company shall propose to issue
any rights to subscribe for shares of Common Stock or any other securities of
the Company or of such affiliate to all the stockholders of the Company;

then, in any one or more of said events, the Company shall give written notice
of such event at least twenty (20) days prior to the date fixed as a record date
or the date of closing the transfer books for the determination of the
stockholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, options or warrants, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such
notice shall specify such record date or the date of closing the transfer books,
as the case may be. Failure to give such notice or any defect therein shall not
affect the validity of any action taken in connection with the declaration or
payment of any such dividend or distribution, or the issuance of any convertible
or exchangeable securities or subscription rights, options or warrants, or any
proposed dissolution, liquidation, winding up or sale.

         11. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:

         (a) If to a registered Holder of the Warrants, to the address of such
Holder as shown on the books of the Company; or

         (b) If to the Company, to the address set forth in Article 1 of this
Agreement or to such other address as the Company may designate by notice to the
Holders.

         12. SUCCESSORS. All the covenants and provisions of this Agreement by
or for the benefit of the Company and the Holders inure to the benefit of their
respective successors and assigns hereunder.

         13. GOVERNING LAW.

                  13.1 CHOICE OF LAW. This Agreement shall be deemed to have
been made and delivered in the State of New York and shall be governed as to
validity, interpretation, construction, effect and in all other respects by the
internal laws of the State of New York.

                  13.2 JURISDICTION AND SERVICE OF PROCESS. The Company and the
Holder each (a) agrees that any legal suit, action or proceeding arising out of
or relating to this Warrant Certificate shall be instituted exclusively in the
Supreme Court of New York, New York, New York, or in the United States District
Court for the Southern District of New York, New York (b) waives any objection
which the Company or such Holder may have now or hereafter based upon FORUM NON
CONVENIENS or to the venue of any such suit, action or proceeding, and (c)
irrevocably consents to the jurisdiction of the Supreme Court of New York, New
York, New York, or in the United States District Court for the Southern District
of New York, New York in any such suit, action or proceeding. The Company and
the Holder each further agrees (a) to accept and acknowledge service of any and
all process which may be served in any such suit, action or proceeding in the
Supreme Court of New York, New York, New York, or in the United States District
Court for the Southern District of New York, New York and (b) agrees that
service of process upon the Company or the Holder mailed by certified mail to
their respective addresses shall be deemed in every respect effective service of
process upon the Company or the Holder, as the case may be, in any suit, action
or proceeding. FURTHER, BOTH THE COMPANY AND HOLDER HEREBY WAIVE TRIAL BY JURY
IN ANY ACTION TO ENFORCE THE TERMS OF THIS WARRANT CERTIFICATE AND IN CONNECTION
WITH ANY DEFENSE, COUNTERCLAIM OR CROSS-CLAIM ASSERTED IN ANY SUCH ACTION.


                                      -5-
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of the 30th day of October, 2006.


                                              ACE MARKETING & PROMOTIONS, INC.


                                              By: /S/ MICHAEL D. TREPETA
                                                  -----------------------------
                                                  Michael D. Trepeta, President


(Corporate Seal)




                                      -6-
<PAGE>

                         [FORM OF ELECTION TO PURCHASE]


         The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ________ Warrant Shares and
herewith tenders in payment for such Warrant Shares cash or a certified check
payable to the order of Ace Marketing & Promotions, Inc. in the amount of
$_________, all in accordance with the terms hereof. The undersigned requests
that a certificate for such Warrant Shares be registered in the name of
_____________________ ______________________, whose address is ________________
_______________________________________________________________, and that such
certificate be delivered to ___________________, whose address is
____________________ ___________________________.


Dated: ________________   Signature: ___________________________________________
                                     (Signature must conform in all respects to
                                      name of holder as specified on the face of
                                      the Warrant Certificate.)


                       __________________________________

                       __________________________________
                        (Insert Social Security or Other
                          Identifying Number of Holder)

<PAGE>

                                 ASSIGNMENT FORM

The undersigned, being the true and lawful owner of Holder Warrants to purchase
shares of Common Stock of Ace Marketing & Promotions, Inc. hereby assigns and
transfers unto:


Name:        ______________________________________________
             (Please typewrite or print in block letters)


Address:     ______________________________________________

             ______________________________________________

             ______________________________________________

             Social Security Number/ Federal ID:  _________________________


the right to purchase Common Stock of _____________ represented by this Warrant
to the extent of shares of Common Stock as to which such right is exercisable
and does hereby irrevocably constitute and appoint __________________________
___________________ Attorney, to transfer the same on the books of Ace Marketing
& Promotions, Inc. with full power of substitution in the premises.


Dated: ___________________


                                            ____________________________________
                                            Name of Registered Holder


                                            ____________________________________
                                            Signature


                                            ____________________________________
                                            Signature, if held jointly