Unassociated Document


    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE ”ACT”),
      OR
      ANY STATE SECURITIES LAWS. NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD
      EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
      AND APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE
      144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN
      EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAWS WHERE PAYEE
      HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN REGISTRATION
      IS
      NOT REQUIRED.

     

    ASKMENOW,
      INC.

    12%
      JUNIOR CONVERTIBLE PROMISSORY NOTE

    


    
      	
              $________________

            	
              ____________,
                2007

            
	 	 
	 	 


    

    FOR
      VALUE
      RECEIVED, the undersigned, AskMeNow, Inc., a Delaware corporation (the
“Company”
or
      “Payor”),
      having its executive office and principal place of business at 26 Executive
      Park, Suite 250, Irvine, CA 92614, hereby promises to pay to
      _____________________, a _______________ with its principal place of business
      at
      __________________ (the “Payee”)
      at
      such address for Payee (or at such other place as Payee may from time to time
      hereafter direct by notice in writing to Payor), the principal sum of
      ______________ Dollars ($_____), together with interest at the Note Rate set
      forth in Section 2 on the principal balance outstanding from time to time.
      Any
      or all amounts of the amounts outstanding under this 12% Junior Convertible
      Promissory Note (this “Note”),
      including principal and accrued interest, are convertible into shares of the
      Company’s capital stock in accordance with Section 3 hereof. 

     

    This
      Note
      is being issued in connection with a bridge financing (the “Bridge
      Offering”)
      by the
      Company on a “best efforts” no minimum basis, up to a maximum of $1,000,000 of
      Bridge Offering units (each a “Bridge
      Unit”).
      Each
      Bridge Unit consists of $1.00 principal amount of 12% Junior Convertible
      Promissory Notes and Warrants to purchase Three (3) shares of common stock,
      $.01
      par value, of the Company at $.50 per share (the “Common
      Stock”),
      to be
      offered on a “best efforts” basis. The Bridge Offering is being made only to
      investors who qualify as “accredited investors” as such term is defined in Rule
      501 of Regulation D under the Securities Act of 1933, as amended (the
“Act”).
      Partial Bridge Units may be sold by the Company in its sole discretion.


     

    All
      of
      the proceeds of the Bridge Offering will be used by the Company for general
      corporate purposes, including working capital.

     

    1. Maturity
      Date.
      Subject
      to the provisions of Section 3 below, the entire outstanding balance of this
      Note, including principal and unpaid accrued interest thereon (together, the
      “Note
      Balance”),
      will
      be due and payable in a single instalment on _______, 2008 (270 days following
      the issue date of this Note) (the “Maturity
      Date”).
      Notwithstanding the foregoing, the Maturity Date may be extended by an
      additional 90 days from the Maturity Date to _________, 2008 (the “Extended
      Maturity Date”)
      upon
      delivery by the Company of written notice thereof to the Payee no later than
      12:00 P.M. EST on the business day immediately preceding the Maturity
      Date.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    2. Interest
      And Payment; Prepayment.

     

    2.1 The
      principal amount of this Note outstanding from time to time shall bear simple
      interest at the annual rate (the “Note
      Rate”)
      of
      twelve (12%) percent from the date hereof through the date of repayment or
      conversion, payable upon such date of repayment or conversion, as applicable.
      

     

    2.2 The
      principal amount of this Note may be prepaid in whole at any time, or in part
      from time to time, without penalty or premium, together with unpaid interest
      thereon.  

     

    2.3 All
      payments made by the Payor on this Note, including all prepayments, shall be
      applied first to the payment of accrued unpaid interest on this Note and then
      to
      the reduction of the unpaid principal balance of this Note. 

     

    2.4 All
      payments made by the Payor on this Note shall be made in such currency of the
      United States as shall be legal tender for the payment of public and private
      debts at the time of payment, at the address of the Payee set forth above,
      or at
      such other place as the Payee shall have designated in advance in writing to
      the
      Payor.

     

    2.5 In
      the
      event that the date for the payment of any amount payable under this Note falls
      due on a Saturday, Sunday or public holiday under the laws of the State of
      California, the time for payment of such amount shall be extended to the next
      succeeding business day and interest at the Note Rate shall continue to accrue
      on any principal amount so effected until the payment thereof on such extended
      due date.

     

    3. Conversion.

    


    3.1
      Optional
      Conversion at Any Time.
      At the
      option of the Payee exercised by written notice to the Company at any time
      while
      this Note remains outstanding, all but not less than all of the Note Balance
      may
      be converted into shares of the Company’s Common Stock, at a per share price
      equal to $.50 per share, with the same rights and preferences as the currently
      issued and outstanding shares of Common Stock. The number of shares of Common
      Stock to which the Payee will be entitled upon conversion of this Note pursuant
      to this Section 3.1 will be determined by dividing the dollar amount of the
      Note
      Balance on the Conversion Date (as defined below) by $.50 per share.


    


    3.2 Optional
      Conversion at Qualified Investment.
      If a
      person, business entity, or group of persons or business entities acting in
      concert (the “Qualified
      Investor”),
      acting after the date hereof and before the Maturity Date or Extended Maturity
      Date, as applicable, acquires, in a single arms-length transaction or in a
      series of related arms-length transactions, shares of the Company’s common
      stock, $.01 par value (the “Common
      Stock”)
      or
      other equity securities of the Company convertible into or exercisable for
      Common Stock, for an aggregate consideration valued at Five Million Dollars
      ($5,000,000) or more (the “Qualified
      Investment”),
      then
      at the same time the Qualified Investor pays the consideration for the Qualified
      Securities (as defined below), the Payee may elect by written notice thereof
      to
      the Company to convert all but not less than all of the Note Balance into
      securities that are the same series and with the same rights and preferences
      as
      the equity securities purchased by the Qualified Investor (the “Qualified
      Securities”),
      at a
      per share price equal to the per share sale price paid by the Qualified Investor
      (the “Conversion
      Price”).
      For
      these purposes, any equity securities of the Company issued in respect of this
      Note and any other Notes issued in the Bridge Offering of which this Note is
      a
      part shall not be counted towards the aforesaid Five Million Dollars
      ($5,000,000). The number of Qualified Securities to which the Payee will be
      entitled upon conversion of this Note pursuant to this Section 3.2 will be
      determined by dividing the dollar amount of the Note Balance on the Conversion
      Date by the Conversion Price. 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    3.3 Mechanics
      of Conversion; No Fractional Shares.
      In the
      event of a conversion pursuant to this Section 3, the Company covenants and
      agrees to take any and all actions that may be reasonably necessary or desirable
      in order to issue the Qualified Securities or Common Stock under the terms
      and
      conditions of this Note. Before the Payee shall be entitled to receive a
      certificate for the shares of the Qualified Securities or Common Stock into
      which this Note has been converted, the Payee shall surrender this Note duly
      endorsed, at the office of the Company, and shall execute and deliver to the
      Company all other agreements requested by the Company which relate to the
      Qualified Securities or Common Stock. The Company shall, as soon as reasonably
      practicable thereafter, and in any event within ten (10) business days of the
      date of conversion, issue and deliver to the Payee, at the address specified
      by
      the Payee, a certificate or certificates for the Qualified Securities or Common
      Stock to which the Payee shall be entitled. No fractional shares shall be issued
      upon conversion of this Note and the number of Qualified Securities or Common
      Stock to be issued shall be rounded to the nearest whole share. Any conversion
      pursuant to this Section 3 shall be deemed effective as of immediately prior
      to
      the close of business on the date on which the applicable conversion notice
      is
      delivered, and this Note is surrendered, by the Payee to the Company (the
“Conversion
      Date”).

    


    4. No
      Rights as Shareholder.
      Nothing
      contained in this Note shall be construed as conferring upon the Payee or its
      permitted transferees, prior to the conversion of this Note, the right to vote,
      receive dividends, consent or receive notice as a shareholder in respect of
      any
      meeting of shareholders for the election of directors of the Company or of
      any
      other matter, or any other rights as a shareholder of the Company.

     

    5. Replacement
      Of Note.

     

    5.1 In
      the
      event that this Note is mutilated, destroyed, lost or stolen, Payor shall,
      at
      its sole expense, execute, register and deliver a new Note, in exchange and
      substitution for this Note, if mutilated, or in lieu of and substitution for
      this Note, if destroyed, lost or stolen. In the case of destruction, loss or
      theft, Payee shall furnish to Payor indemnity reasonably satisfactory to Payor,
      and in any such case, Payee shall also furnish to Payor evidence to its
      reasonable satisfaction of the mutilation, destruction, loss or theft of this
      Note and of the ownership thereof. Any replacement Note so issued shall be
      in
      the same outstanding principal amount as this Note and dated the date to which
      interest shall have been paid on this Note or, if no interest shall have yet
      been paid, dated the date of this Note.

     

    5.2 Every
      Note issued pursuant to the provisions of Section 5.1 above in substitution
      for
      this Note shall constitute a contractual obligation of the Payor, whether or
      not
      this Note shall be found at any time or be enforceable by anyone.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    6. Covenants
      of Payor.
      

     

    Payor
      covenants and agrees that, so long as this Note remains outstanding and unpaid,
      in whole or in part: 

     

    6.1 Payor
      will not sell, transfer or dispose of a material part of its assets;


     

    6.2 Payor
      will not make any loan to any person who is or becomes a shareholder or
      executive employee of Payor, other than for reasonable advances for expenses
      in
      the ordinary course of business;

     

    6.3 Payor
      will promptly pay and discharge all lawful taxes, assessments and governmental
      charges or levies imposed upon it, its income and profits, or any of its
      property, before the same shall become in default, as well as all lawful claims
      for labor, materials and supplies which, if unpaid, might become a lien or
      charge upon such properties or any part thereof; provided,
      however,
      that
      Payor or such subsidiary shall not be required to pay and discharge any such
      tax, assessment, charge, levy or claim so long as the validity thereof shall
      be
      contested in good faith by appropriate proceedings and Payor or such subsidiary,
      as the case may be, shall set aside on its books adequate reserves (if required
      by generally accepted accounting principles) with respect to any such tax,
      assessment, charge, levy or claim so contested;

     

    6.4 Payor
      will do or cause to be done all things necessary to preserve and keep in full
      force and effect its corporate existence, rights and franchises and
      substantially comply with all laws applicable to Payor as its counsel may
      advise;

     

    6.5 Payor
      will at all times maintain, preserve, protect and keep its property used or
      useful in the conduct of its business in good repair, working order and
      condition (except for the effects of reasonable wear and tear in the ordinary
      course of business) and will, from time to time, make all necessary and proper
      repairs, renewals, replacements, betterments and improvements
      thereto;

     

    6.6 Payor
      will keep adequately insured, by financially sound reputable insurers, all
      property of a character usually insured by similar corporations and carry such
      other insurance as is usually carried by similar corporations;

     

    6.7 Payor
      will, promptly following the occurrence of an Event of Default or of any
      condition or event which, with the giving of notice or the lapse of time or
      both, would constitute an Event of Default, furnish a statement of Payor’s Chief
      Executive Officer or Chief Financial Officer to Payee setting forth the details
      of such Event of Default or condition or event and the action which Payor
      intends to take with respect thereto; 

     

    6.8 Payor
      will, and will cause each of its subsidiaries to, at all times maintain books
      of
      account in which all of its financial transactions are duly recorded in
      conformance with generally accepted accounting principles; 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    6.9 Payor
      shall not create, incur, assume or suffer to exist any pledge, hypothecation,
      assignment, deposit arrangement, lien, charge, claim, or security interest,
      mortgage, deed of trust, easement or encumbrance, or preference, priority or
      other security agreement or preferential arrangement of any kind or nature
      whatsoever (except for liens for taxes not yet due and payable or being
      contested in good faith, mechanics’ materialmen’s or similar liens, and liens
      securing rental or lease payments, together the “Permitted
      Liens”)
      with
      respect to the assets of Payor or such subsidiary; and

     

    6.10 Payor
      shall not issue any debt, equity or other instrument which would give the holder
      thereof, directly or indirectly, a right in any assets of Payor or such
      subsidiary that are pari passu, senior or superior to any right of the Payee
      in
      or to such assets.

     

    7. Events
      of Default.
      If
      any of
      the following events (each an “Event
      of Default”)
      occurs:

     

    7.1 The
      dissolution of Payor or any vote in favor thereof by the board of directors
      and
      shareholders of Payor; 

     

    7.2 Payor
      makes an assignment for the benefit of creditors, or files with a court of
      competent jurisdiction an application for appointment of a receiver or similar
      official with respect to it or any substantial part of its assets, or Payor
      files a petition seeking relief under any provision of the Federal Bankruptcy
      Code or any other federal or state statute now or hereafter in effect affording
      relief to debtors, or any such application or petition is filed against Payor,
      which application or petition is not dismissed or withdrawn within thirty (30)
      days from the date of its filing; 

     

    7.3 Payor
      fails to pay the principal amount, or interest on, or any other amount payable
      under, this Note within ten (10) days of the date such amount becomes due and
      payable; 

     

    7.4 Payor
      admits in writing its inability to pay its debts as they mature; 

     

    7.5 Payor
      sells all or substantially all of its assets or merges or is consolidated with
      or into another corporation, other than a merger with or into a publicly traded
      corporation or a merger to change Payor’s jurisdiction of
      incorporation;

     

    7.6 A
      proceeding is commenced to foreclose a security interest or lien in any property
      or assets of Payor as a result of a default in the payment or performance of
      any
      debt (in excess of $50,000 and secured by such property or assets) of Payor
      or
      of any subsidiary of Payor; 

     

    7.7 A
      final
      judgment for the payment of money in excess of $50,000 is entered against Payor
      by a court of competent jurisdiction, and such judgment is not discharged (nor
      the discharge thereof duly provided for) in accordance with its terms, nor
      a
      stay of execution thereof procured, within thirty (30) days after the date
      such
      judgment is entered, and, within such period (or such longer period during
      which
      execution of such judgment is effectively stayed), an appeal therefrom has
      not
      been prosecuted and the execution thereof caused to be stayed during such
      appeal; 

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    7.8 An
      attachment or garnishment is levied against the assets or properties of Payor
      or
      any subsidiary of Payor involving an amount in excess of $50,000 and such levy
      is not vacated, bonded or otherwise terminated within thirty (30) days after
      the
      date of its effectiveness; 

     

    7.9 Payor
      defaults in the due observance or performance of any covenant, condition or
      agreement on the part of Payor to be observed or performed pursuant to the
      terms
      of this Note (other than the default specified in Section 7.3 above) and such
      default continues uncured for a period of thirty (30) days; 

     

    7.10 Payor
      creates, incurs, assumes or suffers to exist any pledge, hypothecation,
      assignment, deposit arrangement, lien, charge, claim, or security interest,
      mortgage, deed of trust, easement or encumbrance, or preference, priority or
      other security agreement or preferential arrangement of any kind or nature
      whatsoever (except permitted Liens) with respect to the assets of Payor or
      such
      subsidiary; or 

     

    7.11 If
      Payor
      issues any debt, equity or other instrument which would give the holder thereof,
      directly or indirectly, a right in any assets of Payor or such subsidiary that
      are senior or superior to any right of the Payee in or to such
      assets.

     

    8. Suits
      for Enforcement and Remedies.
      Upon the
      occurrence of an Event of Default and Payor’s failure to cure such default, the
      Payee shall have the right, at Payee’s option, to declare the Note Balance to be
      forthwith due and payable, and, in the case of an Event of Default pursuant
      to
      Section 7.3 above, the Payee shall automatically be entitled to full and
      immediate payment of all amounts due under this Note without any action on
      the
      part of or declaration by Payee required. If any one or more Events of Default
      shall occur and be continuing, the Payee further may proceed to (i) protect
      and enforce Payee’s rights either by suit in equity or by action at law, or
      both, whether for the specific performance of any covenant, condition or
      agreement contained in this Note or in any agreement or document referred to
      herein or in aid of the exercise of any power granted in this Note or in any
      agreement or document referred to herein, (ii) enforce the payment of this
      Note, or (iii) enforce any other legal or equitable right of Payee. No
      right or remedy herein or in any other agreement or instrument conferred upon
      Payee is intended to be exclusive of any other right or remedy, and each and
      every such right or remedy shall be cumulative and shall be in addition to
      every
      other right and remedy given hereunder or now or hereafter existing at law
      or in
      equity or by statute or otherwise. 

     

    9. Unconditional
      Obligation; Fees, Waivers, Other.

     

    9.1 The
      obligations to make the payments provided for in this Note are absolute and
      unconditional and not subject to any defense, set-off, counterclaim, rescission,
      recoupment or adjustment whatsoever.

     

    9.2 If,
      following the occurrence of an Event of Default, Payee shall seek to enforce
      the
      collection of any amount of principal of and/or interest on this Note, there
      shall be immediately due and payable from Payor, in addition to the then unpaid
      principal of, and accrued unpaid interest on, this Note, all costs and expenses
      incurred by Payee in connection therewith, including, without limitation,
      reasonable attorneys’ fees and disbursements.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    9.3 No
      forbearance, indulgence, delay or failure to exercise any right or remedy with
      respect to this Note shall operate as a waiver or as an acquiescence in any
      default, nor shall any single or partial exercise of any right or remedy
      preclude any other or further exercise thereof or the exercise of any other
      right or remedy.

     

    9.4 This
      Note
      may not be modified or discharged (other than by payment or exchange) except
      by
      a writing duly executed by Payor and Payee; provided
      that no
      material provision of this Note may be amended without the written consent
      of
      the Company and the holders of at least one-half of the aggregate principal
      amount of all of the Notes issued in the Bridge Offering to which this Note
      relates.

     

    9.5 Payor
      hereby expressly waives demand and presentment for payment, notice of
      nonpayment, notice of dishonor, protest, notice of protest, bringing of suit,
      and diligence in taking any action to collect amounts called for hereunder,
      and
      shall be directly and primarily liable for the payment of all sums owing and
      to
      be owing hereon, regardless of and without any notice, diligence, act or
      omission with respect to the collection of any amount called for hereunder
      or in
      connection with any right, lien, interest or property at any and all times
      which
      Payee had or is existing as security for any amount called for hereunder.


     

    10. Restriction
      on Transfer.
      This
      Note has been acquired for investment, and this Note has not been registered
      under the securities laws of the United States of America or any state thereof,
      including the Act. Accordingly, no interest in this Note may be offered for
      sale, sold or transferred in the absence of registration and qualification
      of
      this Note, under applicable federal and state securities laws, including the
      Act, or an opinion of counsel of Payee reasonably satisfactory to Payor that
      such registration and qualification are not required.

     

    11. Subordination.
      The
      rights of the Payee hereunder in and to the assets of the Company are hereby
      expressly subordinated to the rights in and to such assets of the holders of
      the
      Company’s Senior Indebtedness, as hereinafter defined. Senior Indebtedness shall
      mean those certain 12% Senior Promissory Notes issued by the Company in its
      $3,000,000 best efforts, no minimum bridge offering completed in May 2007.
      Subject to the rights of the holders of Senior Indebtedness, nothing contained
      in this Section 11 shall impair, as between the Payor and the Payee, the
      obligation of the Payor, subject to the terms and conditions hereof, to pay
      to
      the Payee the principal hereof and interest hereon as and when the same become
      due and payable, or shall prevent the Payee, upon default hereunder, from
      exercising all rights, powers and remedies otherwise provided herein or by
      applicable law.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    12. Piggyback
      Registration Rights.
      If, at
      any time during the two-year period commencing with the issuance of this Note,
      the Payor proposes or is required to file a registration statement registering
      any shares of Common Stock or securities convertible into or exchangeable for
      Common Stock (other than on Form S-4 or Form S-8, or such other forms as the
      U.S. Securities and Exchange Commission may hereafter promulgate for
      registration of securities in transactions for which Form S-4 or Form S-8 may
      be
      used as of the date hereof), whether or not for its own account, the Payor
      shall
      give at least 20 days prior written notice to the Payee of its intention to
      do
      so. Upon written request by the Payee within 10 days after receipt of such
      notice, the Payor shall use its commercially reasonable efforts to include
      in
      the securities to be registered by such registration statement all shares of
      Common Stock issued or issuable upon conversion of this Note (which registration
      right with respect to such conversion shares shall be in addition to any
      registration rights with respect to any shares underlying that certain Warrant,
      dated as of the date hereof, issued by the Payor to the Payee in connection
      with
      Payee’s participation in the Bridge Offering) that the Payee indicates in such
      notice that the Payee desires to sell, subject to the following terms and
      conditions: (i) if such registration statement is for a prospective underwritten
      offering, the Payee shall agree to (a) enter into an underwriting agreement,
      if
      required, in customary form with the underwriter or underwriters selected by
      the
      Company, and (b) sell the Payee’s securities, if the Company so requests, on the
      same basis and upon the same terms as the other securities covered by such
      registration statement, other than securities proposed to be registered by
      the
      holders of the Preferred Stock (as defined below), and provided
      that if
      the number of shares requested by the Payee to be registered in such offering
      exceeds the amount of shares which the underwriters reasonably believe is
      compatible with the success of such underwritten offering, the Company shall
      only be required to include in such offering that number of shares requested
      to
      be registered by the Payee as the underwriters believe will not jeopardize
      the
      success of such offering, provided,
      however
      that any
      such decrease in the number of shares sought to be registered by the Payee
      shall
      occur on a pari
      passu
      basis
      with the other shares being registered, other than any shares proposed to be
      registered by the holders of the Preferred Stock; (ii) if the number of shares
      the Payor is able to register is limited due to Rule 415 or other SEC shelf
      registration rules, Payor shall only be required to register the shares Payee
      elects to convert on a pari
      passu
      basis
      with the other shares being registered, other than any shares proposed to be
      registered by the holders of the Preferred Stock; and (iii) the Payor may
      withdraw any such registration statement before it becomes effective or postpone
      the offering of securities contemplated by such registration statement without
      any obligation to the Payee or any other Payee. The Payor shall have exclusive
      control over the preparation and filing of any registration statement proposed
      to be filed under this Section 12 as well as any amendments and supplements
      thereto and the withdrawal or revocation thereof. The Payor’s obligations
      pursuant to this Section 12 are subject to the Payee’s cooperation with respect
      to any such proposed registration, including but not limited to the provision
      of
      such information as may reasonably be requested by the Payor, the underwriter(s)
      or any other authorized parties and the execution and delivery of such
      agreements (including indemnification and contribution agreements), instruments
      and documents as may be reasonably requested thereby, and the Payee’s compliance
      with all applicable laws. The Payor shall pay all reasonable expenses incurred
      in connection with the registration contemplated hereby, including without
      limitation registration and filing fees, printing expenses, and fees and
      expenses of counsel for the Payor. Notwithstanding the foregoing, underwriting
      discounts and commissions and transfer taxes relating to the Payee’s registered
      securities included in any registration hereunder, and all fees and expenses
      for
      counsel to the Payee, shall be borne and paid by the Payee. The registration
      rights and other rights granted in this Section 12 are not assignable, in whole
      or in part, without the prior written consent of the Payor. Notwithstanding
      anything to the contrary set forth herein, the Payee hereby expressly agrees
      and
      acknowledges that any registration rights of the Payee hereunder are subordinate
      to those of the holders of the Company’s 10% (PIK) Series A Preferred Stock and
      the Company’s 10% (PIK) Series B Preferred Stock (together, the “Preferred
      Stock”) and warrants issued to such holders in connection with the purchase and
      sale of the Preferred Stock.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    13. Miscellaneous.

     

    13.1 The
      headings of the various paragraphs of this Note are for convenience of reference
      only and shall in no way modify any of the terms or provisions of this
      Note.

     

    13.2 All
      notices required or permitted to be given hereunder shall be in writing and
      shall be deemed to have been duly given when personally delivered or sent by
      registered or certified mail (return receipt requested, postage prepaid),
      facsimile transmission or overnight courier to the address of the intended
      recipient as set forth in the preamble to this Note or at such other address
      as
      the intended recipient shall have hereafter given to the other party hereto
      pursuant to the provisions of this Note. Any such notice shall be deemed
      received (i) in the case of personal delivery or delivery by facsimile, on
      the
      date of such delivery, (ii) in the case of overnight courier, on the next
      business day following when sent, and (iii) in the case of mailing, on the
      third
      business day following the date on which the notice was
      post-marked.

     

    13.3 This
      Note
      and the obligations of Payor and the rights of Payee shall be governed by and
      construed in accordance with the substantive laws of the State of California
      without giving effect to the choice of laws rules thereof.

     

    13.4 This
      Note
      shall bind Payor and its successors and assigns. Neither the Payor nor the
      Payee
      may assign this Note without the prior written consent of the other party,
      provided
      that
      under no circumstances may the Payee assign this Note to any individual or
      entity that is a competitor, directly or indirectly, with the
      Payor.

     

    
      	 
	 	
              ASKMENOW,
                INC.

            
	 
	 
	 
	 	
              By:

            	 	 
	 	
              Name:

            	
              Darryl
                Cohen

            	 
	 	
              Title:

            	
              CEO

            	 


    

    


     

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    

      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
        “ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT
        BE
        SOLD, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED UNLESS
        AND UNTIL REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
        OR
        UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE
        COMPANY
        THAT SUCH REGISTRATION IS NOT REQUIRED.

       

      2007-_____

      WARRANT
        TO PURCHASE SHARES

      OF
        THE COMMON STOCK OF

      


      ASKMENOW,
        INC.

      


      (Void
        after Expiration Date - ____________, 2012)

      


      Issue
        Date: __________, 2007

      


      This
        certifies that ___________________, a __________________ with a principal
        business address of ___________________ (or
        any
        valid transferee thereof, the “Holder”),
        for
        value received, shall be entitled to purchase from AskMeNow, Inc., a Delaware
        corporation having its principal place of business at 26 Executive Park,
        Suite
        250, Irvine, California 92614 (together with its successors and assigns,
        the
“Company”),
        subject to the terms and conditions set forth herein, _________________ (#)
        fully paid and non-assessable shares of the Company’s common stock, par value
        $.01 per share (“Common
        Stock”),
        at a
        price equal to $.50 per share, at any time and from time to time commencing
        as
        of the issue date set forth above (the “Issue
        Date”)
        and
        continuing up to and including 12:00 p.m. (California time) on ___________,
        2012
        (“Expiration
        Date”);
        provided,
        however,
        if such
        date is not a Business Day, then on the Business Day immediately following
        such
        date. The shares purchasable upon exercise of this Warrant, and the purchase
        price per share, each as adjusted from time to time pursuant to the provisions
        of this Warrant, are hereinafter sometimes referred to as the “Warrant
        Shares”
and
        the
“Exercise
        Price,”
        respectively.

       

      This
        Warrant is being issued to the Holder in connection with the Company’s
        $1,000,000 bridge note offering (the “Bridge
        Offering”)
        of 12%
        junior convertible promissory notes due and payable 270 days (unless extended
        by
        the Company for up to an additional 90 days) from the date of issuance (the
        “Notes”).
        This
        Warrant is one of several that will be issued in the Bridge Offering, all
        identical except for names and amounts. An aggregate of 3,000,000 warrants
        will
        be issued by the Company if the full $1,000,000 Bridge Offering is completed.
        Such warrants are being issued on the basis of three (3) warrants for every
        $1.00 principal amount of Notes issued by the Company. 

       

      
 

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      


      1. Exercise;
        Issuance of Certificates; Payment for Shares.

       

      1. General.
        This
        Warrant is exercisable upon the surrender to the Company at its principal
        place
        of business (or at such other location as the Company may advise the Holder
        in
        writing) of this Warrant properly endorsed with an exercise notice in
        substantially the form attached hereto as Schedule
        A
        duly
        completed and signed and, if applicable, upon payment in cash, certified
        or bank
        check or other immediately available funds of the aggregate Exercise Price
        for
        the number of Warrant Shares for which this Warrant is being exercised as
        determined in accordance with the provisions hereof. This Warrant is exercisable
        in whole or in part, in increments of 5,000 shares, and in no event shall
        any
        exercise hereof be for fewer than 5,000 Warrant Shares unless fewer than
        5,000
        Warrant Shares are then purchasable under this Warrant. In
        the
        case of the exercise for less than all of the Warrant Shares represented
        by this
        Warrant, the Company shall cancel this Warrant certificate upon the surrender
        hereof and shall execute and deliver a new Warrant certificate or certificates
        of like tenor for the balance of the Warrant Shares for which this Warrant
        has
        not yet been exercised. The
        Company agrees that the shares of Common Stock purchased under this Warrant
        shall be deemed to be issued to the Holder hereof, and the Holder deemed
        to be
        the record owner of such shares, as of immediately prior to the close of
        business on the date on which the exercise notice attached hereto as
Schedule
        A
        is
        delivered, and this Warrant surrendered, to the Company as provided herein
        (such
        date, the “Exercise
        Date”).
        Certificates for the shares of Common Stock purchased upon exercise, together
        with any other securities or property to which the Holder is entitled upon
        such
        exercise, shall be delivered to the Holder by the Company at the Company’s
        expense within a reasonable time after the rights represented by this Warrant
        have been so exercised, and in any event within 10 business days of the Exercise
        Date. Each Common Stock certificate so delivered shall be in such denominations
        as may be requested by the Holder hereof and shall be registered on the
        Company’s books in the name designated by such Holder.

      


      1.2 Exercise
        for Cash.
        This
        Warrant may be exercised, in whole at any time or in part from time to time,
        commencing on the Issue Date and prior to 12:00 P.M. (California time) on
        the
        Expiration Date, for cash by delivery of the exercise notice attached hereto
        as
Schedule
        A
        and
        surrender of this Warrant to the Company, together with proper payment of
        the
        aggregate Exercise Price payable hereunder for the Warrant Shares being
        purchased upon such exercise for cash. Payment for the Warrant Shares shall
        be
        made by cash, certified or bank check or wire transfer of immediately available
        funds to the Company. If this Warrant is exercised for cash in part, this
        Warrant must be exercised for a number of whole shares of the Common Stock,
        and
        the Holder is entitled to receive a new Warrant covering the shares for which
        this Warrant has not yet been exercised, in accordance with Section 1.1 above.
        Upon surrender of this Warrant and payment in full of the aggregate Exercise
        Price for the Warrant Shares then being purchased upon such exercise for
        cash,
        the Company will issue a certificate or certificates in the name of the Holder
        for the largest number of whole shares of the Common Stock to which the Holder
        shall be entitled, and deliver the other securities and properties receivable
        upon the exercise of this Warrant, or the proportionate part thereof if this
        Warrant is exercised in part, pursuant to the provisions of this Warrant,
        in
        accordance with Section 1.1 above.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      
 

      1.3 Cashless
        Exercise.
        In lieu
        of exercising this Warrant for cash as set forth in Section 1.2 above, the
        Holder may at any time and from time to time elect to receive, without the
        payment by the Holder of any additional consideration, shares of Common Stock
        equal to the value of this Warrant (or portion thereof) through a cashless
        exercise (a “Cashless
        Exercise”),
        as
        hereinafter provided. The Holder may effect a Cashless Exercise by surrendering
        this Warrant to the Company and noting on the Holder’s duly executed exercise
        notice attached hereto as Schedule
        A that
        the
        Holder wishes to effect a Cashless Exercise, upon which the Company shall
        issue
        to the Holder the number of shares determined as follows: 

       

      X
        = Y *
        (A-B) / A

      where:  

      


      X
        = the
        number of Warrant Shares to be issued to the Holder upon the Cashless
        Exercise;

       

      Y
        = the
        number of Warrant Shares with respect to which this Warrant is being
        exercised;

       

      A
        = the
        Market Price (as defined below) of one share of Common Stock as of the Exercise
        Date; and

      


      
        	 	 	 	
                B
                  =
                  the Exercise Price (as adjusted, if
                  applicable).

              


      

      


       

      “Market
        Price”
means,
        for any date, the average of the daily Closing Prices per share of Common
        Stock
        for the 10 consecutive trading days immediately prior to such date. The
“Closing
        Price”
per
        share of Common Stock for each day shall be the last sale price, regular
        way,
        or, in case no such sale takes place on such day, the average closing bid
        and
        asked prices, regular way, in either case as reported in the principal
        consolidated transaction reporting system with respect to securities listed
        or
        admitted to trading on the “Over the Counter Market” (“OTC
        BB”),
        the
        NASDAQ National Market System, the New York Stock Exchange or the American
        Stock
        Exchange, as applicable. If on any such trading day or days such securities
        are
        not quoted by any such organization, such trading day or days shall be replaced
        for purposes of the foregoing calculation by the requisite trading day or
        days
        preceding the commencement of such 10 trading day period on which such
        securities are so quoted. If shares of Common Stock are not so listed or
        traded,
        the Market Price shall mean the fair value per share of Common Stock as
        determined in good faith by the Board of Directors of the Company, whose
        determination shall be described in a notice to the Holder, based on (a)
        the
        most recently completed arm’s-length transaction between the Company and a
        person other than an existing shareholder or other affiliate of the Company,
        the
        closing of which occurred on such date or within the three-month period
        preceding such date, or (b) if no such transaction shall have occurred on
        such
        date or within such three-month period, the good faith reasonable judgment
        of
        the Board of Directors.

       

      For
        purposes of Rule 144, it is intended and acknowledged that the Warrant Shares
        issued in a Cashless Exercise transaction shall be deemed to have been acquired
        by the Holder, and the holding period for the Warrant Shares required by
        Rule
        144 shall be deemed to have been commenced, on the Issue Date. 

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      1.4 Shares
        to be Fully Paid; Reservation of Shares.
        The
        Company covenants and agrees that all shares of Common Stock which may be
        issued
        upon the exercise of the rights represented by this Warrant will, upon issuance,
        be duly authorized, validly issued, fully paid and nonassessable and free
        from
        all preemptive rights of any shareholder and free of all taxes, liens and
        charges with respect to the issue thereof. The
        Company further covenants and agrees that, during the period within which
        the
        rights represented by this Warrant may be exercised, the Company will at
        all
        times have authorized and reserved, for the purpose of issue or transfer
        upon
        exercise of the subscription rights evidenced by this Warrant, a sufficient
        number of shares of authorized but unissued Common Stock when and as required
        to
        provide for the exercise of the rights represented by this Warrant. The
        Company will take all such action as may be reasonably necessary to assure
        that
        such shares of Common Stock may be issued as provided herein without violation
        of any applicable law or regulation, or of any requirements of any domestic
        securities exchange upon which the Common Stock or other securities may be
        listed; provided,
        however,
        that
        the Company shall not be required to effect a registration under federal
        or
        state securities laws with respect to any exercise hereunder. 

       

      2. Determination
        or Adjustment of Exercise Price and Number of Shares.
        The
        Exercise Price and the number of Warrant Shares purchasable upon the exercise
        of
        this Warrant shall be subject to adjustment from time to time upon the
        occurrence of certain events described in this Section 2. Upon each adjustment
        of the Exercise Price, the Holder of this Warrant shall thereafter be entitled
        to purchase, at the Exercise Price resulting from such adjustment, the number
        of
        shares obtained by multiplying the Exercise Price in effect immediately prior
        to
        such adjustment by the number of shares purchasable pursuant hereto immediately
        prior to such adjustment, and dividing the product thereof by the Exercise
        Price
        resulting from such adjustment. 

       

      2.1 Subdivision
        or Combination of Common Stock.
        If at
        any time after the Issue Date hereof and prior to the exercise or Expiration
        Date hereof the Company shall subdivide or reclassify its outstanding shares
        of
        Common Stock into a greater number of shares, the Exercise Price in effect
        immediately prior to such subdivision shall be proportionately reduced, and
        conversely, in case the outstanding shares of Common Stock of the Company
        shall
        be combined or reclassified into a smaller number of shares, the Exercise
        Price
        in effect immediately prior to such combination shall be proportionately
        increased. Any adjustment under this Subsection 2.1 shall become effective
        at
        the close of business on the date the subdivision or combination becomes
        effective.

       

      2.2 Dividends
        in Common Stock or Other Stock or Securities.
        If at
        any time or from time to time after the Issue Date hereof and prior to the
        exercise or Expiration Date hereof the holders of Common Stock (or any shares
        of
        stock or other securities at the time receivable upon the exercise of this
        Warrant) shall have received or become entitled to receive, without payment
        therefor, shares of Common Stock or any shares of capital stock or other
        securities which are at any time directly or indirectly convertible into
        or
        exchangeable for Common Stock, or any rights or options to subscribe for,
        purchase or otherwise acquire any of the foregoing by way of dividend or
        other
        distribution, then and in each such case, the Holder shall, upon the exercise
        of
        this Warrant, be entitled to receive, in addition to the number of shares
        of
        Common Stock or other capital stock receivable thereupon, and without payment
        of
        any additional consideration therefor, the amount of stock and other securities
        which such Holder would hold on the date of such exercise had the Holder
        been
        the holder of record of such Common Stock as of the date on which holders
        of
        Common Stock received or became entitled to receive such shares or all other
        additional stock and other securities.

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      2.3 Reorganization,
        Reclassification, Consolidation, Merger or Sale.
        If at
        any time after the Issue Date hereof and prior to the exercise or Expiration
        Date hereof any
        recapitalization, reclassification or reorganization 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 or other transaction
        shall
        be effected in such a way that holders of Common Stock shall be entitled
        to
        receive stock, securities, or other assets or property (an “Organic
        Change”),
        then,
        as a condition of such Organic Change, lawful and adequate provisions shall
        be
        made by the Company whereby the Holder hereof shall thereafter have the right,
        upon exercise of this Warrant, to purchase and receive (in lieu of the shares
        of the Common Stock of the Company immediately theretofore purchasable and
        receivable upon the exercise of the rights represented by this Warrant) such
        shares of stock, securities or other assets or property as may be 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 by this Warrant. In the event of any Organic Change, appropriate
        provision shall be made by the Company 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 adjustments of the Exercise Price and
        of the
        number of shares purchasable and receivable upon the exercise of this Warrant)
        shall thereafter be applicable, in relation to any shares of stock, securities
        or assets thereafter deliverable upon the exercise hereof. 

      


      2.4 No
        Adjustments in Certain Cases.
        No
        adjustment in the number of Warrant Shares purchasable pursuant to this Warrant
        shall be required unless the adjustment would require an increase or decrease
        of
        at least one percent (1.0%) in the number of Warrant Shares then purchasable
        upon the exercise of this Warrant. Except as provided in this Section 2,
        no
        other adjustments in the number, kind or price of shares constituting Warrant
        Shares shall be made during the term, or upon the exercise, of this Warrant.
        Further, no adjustments shall be made pursuant to this Section 2 hereof in
        connection with the grant or exercise of presently authorized or outstanding
        options to purchase, or the issuance of shares of Common Stock under, the
        Company’s director or employee benefit, option and incentive plans.

       

      3. Issue
        Tax. The
        issuance of certificates for shares of Common Stock issuable upon the exercise
        of this Warrant shall be made without charge to the Holder for any issue
        tax
        (other than any applicable income taxes) in respect thereof; provided,
        however,
        that
        the Company shall not be required to pay any tax which may be payable in
        respect
        of any transfer of this Warrant or any Warrant Shares.

      


      4. No
        Voting or Dividend Rights; Limitation of Liability.
        Nothing
        contained in this Warrant shall be construed as conferring upon the Holder
        hereof the right to vote, give consent or receive notices as a shareholder
        of
        the Company. No dividends or interest shall be payable or accrued in respect
        of
        this Warrant, the interest represented hereby, or the shares purchasable
        hereunder until, and only to the extent that, this Warrant shall have been
        exercised. No provisions hereof, in the absence of affirmative action by
        the
        Holder to purchase shares of Common Stock, and no mere enumeration herein
        of the
        rights or privileges of the Holder hereof, shall give rise to any liability
        of
        such Holder for the Exercise Price or as a shareholder of the Company, whether
        such liability is asserted by the Company or by its creditors.

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      
 

      5. Representations
        and Covenants of the Holder.
        This
        Warrant has been entered into by the Company in reliance upon the following
        representations and covenants of the Holder:

      


      5.1 Investment
        Purpose.
        This
        Warrant and, if exercised, the Warrant Shares issuable upon exercise of this
        Warrant, will be acquired for the Holder’s own account for investment only and
        not with a view to the sale or distribution of any part hereof or thereof,
        and
        the Holder has no present intention of selling or engaging in any public
        distribution of the same except pursuant to a registration or exemption
        therefrom under the Securities Act of 1933, as amended (the “Act”).

      


      5.2 Private
        Issue.
        The
        Holder understands that (a) this Warrant and the Warrant Shares issuable
        upon
        exercise of this Warrant are not registered under the Act or qualified under
        applicable state securities laws on the ground that the issuance contemplated
        by
        this Warrant will be exempt from the registration and qualifications
        requirements thereof, and (b) that the Company’s reliance on such exemption is
        predicated on the representations set forth in this Section 5.

      


      5.3 Disposition
        of Holder’s Rights.
        In no
        event will the Holder make a disposition of this Warrant or the Warrant Shares
        issuable upon exercise of this Warrant unless and until (a) the Holder shall
        have notified the Company of the proposed disposition, and (b) if requested
        by
        the Company, the Holder shall have furnished the Company with an opinion
        of
        counsel (which counsel may either be inside or outside counsel to the Holder)
        satisfactory to the Company and its counsel to the effect that (i) appropriate
        action necessary for compliance with the Act has been taken, or (ii) an
        exemption from the registration requirements of the Act is available.
        Notwithstanding the foregoing, the restrictions imposed upon the transferability
        of any of its rights to acquire Common Stock issuable on the exercise of
        such
        rights do not apply to transfers from the beneficial owner of any of the
        aforementioned securities to its nominee or from such nominee to its beneficial
        owner, and shall terminate as to any particular share of stock when (1) such
        security shall have been effectively registered under the Act and sold by
        the
        Holder thereof in accordance with such registration or (2) such security
        shall
        have been sold without registration in compliance with Rule 144 under the
        Act,
        or (3) a letter shall have been issued to the Holder at its request by the
        staff
        of the Securities and Exchange Commission or a ruling shall have been issued
        to
        the Holder at its request by such Commission stating that no action shall
        be
        recommended by such staff or taken by such Commission, as the case may be,
        if
        such security is transferred without registration under the Act in accordance
        with the conditions set forth in such letter or ruling and such letter or
        ruling
        specifies that no subsequent restrictions on transfer are required. Whenever
        the
        restrictions imposed hereunder shall terminate, as hereinabove provided,
        the
        Holder or holder of a share of stock then outstanding as to which such
        restrictions have terminated shall be entitled to receive from the Company,
        without expense to such Holder, one or more new certificates for the Warrant
        or
        for such shares of stock not bearing any restrictive legend.

      


      5.4 Financial
        Risk.
        The
        Holder has such knowledge and experience in financial and business matters
        as to
        be capable of evaluating the merits and risks of an investment in the Company,
        and has the ability to bear the economic risks of such investment.

      


      5.5 Accredited
        Investor.
        The
        Holder is an “accredited investor” within the meaning of Regulation D
        promulgated under the Act. 

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

      
 

      6. Piggyback
        Registration Rights.
        If, at
        any time during the two-year period commencing with the issuance of the final
        Note under the Bridge Offering, the Company proposes or is required to file
        a
        registration statement registering any shares of Common Stock or securities
        convertible into or exchangeable for Common Stock (other than on Form S-4
        or
        Form S-8, or such other forms as the U.S. Securities and Exchange Commission
        may
        hereafter promulgate for registration of securities in transactions for which
        Form S-4 or Form S-8 may be used as of the date hereof), whether or not for
        its
        own account, the Company shall give at least 20 days prior written notice
        to the
        Holder of its intention to do so. Upon written request by the Holder within
        10
        days after receipt of such notice, the Company shall use its commercially
        reasonable efforts to include in the securities to be registered by such
        registration statement all Warrant Shares (which registration rights with
        respect to such Warrant Shares shall be in addition to any registration rights
        with respect to any shares issued or issuable upon conversion of that certain
        12% Junior Convertible Promissory Note in the principal amount of $300,000
        made
        by the Company in favor of the Holder as of the date hereof in connection
        with
        the Holder’s participation in the Bridge Offering) that
        the
        Holder indicates in such notice that the Holder desires to sell, subject
        to the
        following terms and conditions: (a) if such registration statement is for
        a
        prospective underwritten offering, the Holder shall agree to (i) enter into
        an
        underwriting agreement, if required, in customary form with the underwriter
        or
        underwriters selected by the Company, and (ii) sell the Holder’s securities, if
        the Company so requests, on the same basis and upon the same terms as the
        other
        securities covered by such registration statement, other than securities
        proposed to be registered by the holders of the Preferred Stock (as defined
        below), and provided
        that if
        the number of shares requested by the Holder to be registered in such offering
        exceeds the amount of shares which the underwriters reasonably believe is
        compatible with the success of such underwritten offering, the Company shall
        only be required to include in such offering that number of shares requested
        to
        be registered by the Holder as the underwriters believe will not jeopardize
        the
        success of such offering, provided,
        however
        that any
        such decrease in the number of shares sought to be registered by the Holder
        shall occur on a pari
        passu
        basis
        with the other shares being registered, other than any shares proposed to
        be
        registered by the holders of the Preferred Stock; (b) if
        the
        number of shares the Company is able to register is limited due to Rule 415
        or
        other SEC shelf registration rules, the Company shall only be required to
        register the Warrant Shares the Holder elects to include on a pari
        passu basis
        with the other shares being registered, other than any shares proposed to
        be
        registered by the holders of the Preferred Stock; and (c) the Company may
        withdraw any such registration statement before it becomes effective or postpone
        the offering of securities contemplated by such registration statement without
        any obligation to the Holder or any other holder. The Company shall have
        exclusive control over the preparation and filing of any registration statement
        proposed to be filed under this Section 6 as well as any amendments and
        supplements thereto and the withdrawal or revocation thereof. The Company’s
        obligations pursuant to this Section 6 are subject to the Holder’s cooperation
        with respect to any such proposed registration, including but not limited
        to the
        provision of such information as may reasonably be requested by the Company,
        the
        underwriter(s) or any other authorized parties and the execution and delivery
        of
        such agreements (including indemnification and contribution agreements),
        instruments and documents as may be reasonably requested thereby, and the
        Holder’s compliance with all applicable laws. The Company shall pay all
        reasonable expenses incurred in connection with the registration contemplated
        hereby, including without limitation registration and filing fees, printing
        expenses, and fees and expenses of counsel for the Company. Notwithstanding
        the
        foregoing, underwriting discounts and commissions and transfer taxes relating
        to
        the Holder’s registered securities included in any registration hereunder, and
        all fees and expenses for counsel to the Holder, shall be borne and paid
        by the
        Holder. The registration rights and other rights granted in this Section
        6 are
        not assignable, in whole or in part, without the prior written consent of
        the
        Company. Notwithstanding anything to the contrary set forth herein, the Holder
        hereby expressly agrees and acknowledges that any registration rights of
        the
        Holder hereunder are subordinate to those of the holders of the Company’s 10%
        (PIK) Series A Preferred Stock and the Company’s 10% (PIK) Series B Preferred
        Stock (together, the “Preferred Stock”) and warrants issued to such holders in
        connection with the purchase and sale of the Preferred Stock.

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

      
 

      7. Modification
        and Waiver.
        This
        Warrant and any provision hereof may be changed, waived, discharged or
        terminated only by an instrument in writing signed by (a) the party against
        which enforcement of the same is sought or (b) the Company and the holders
        of at
        least a majority of the number of shares into which all Warrants issued in
        connection with the Bridge Offering are exercisable (without regard to any
        limitation contained herein or otherwise on such exercise), it being understood
        that upon the satisfaction of the conditions described in (a) and (b) above,
        each Warrant (including any Warrant held by the Holder who did not execute
        the
        agreement specified in (b) above) shall be deemed to incorporate any amendment,
        modification, change or waiver effected thereby as of the effective date
        thereof. Notwithstanding the foregoing, no modification to this Section 7
        will
        be effective against any Holder without such Holder’s consent.

      


      8. Transfer;
        Legends.
        

      


      (a) The
        Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant
        or the Warrant Shares, in whole or in part, so long as such sale or other
        disposition is made pursuant to an effective registration statement or an
        exemption from the registration requirements of the Act and applicable state
        securities laws and compliance with Section 5.3 above, and provided
        that no
        sale, transfer, pledge or other disposition may be made to a competitor,
        direct
        or indirect, of the Company at any time. Upon such transfer or other disposition
        (other than a pledge), the Holder shall deliver this Warrant to the Company
        together with a written notice to the Company, substantially in the form
        of the
        transfer notice attached hereto as Schedule
        B,
        indicating the person or persons to whom this Warrant shall be transferred
        and,
        if less than all of this Warrant is transferred, the number of Warrant Shares
        to
        be covered by the part of this Warrant to be transferred to each such person.
        Within ten (10) business days of receiving a transfer notice and the original
        of
        this Warrant, the Company shall deliver to the each transferee designated
        by the
        Holder another Warrant(s) of like tenor and terms for the appropriate number
        of
        Warrant Shares and, if less than all this Warrant is transferred, shall deliver
        to the Holder another Warrant for the remaining number of Warrant Shares
        not so
        transferred. Until this Warrant is transferred on the books of the Company
        (with
        the Company’s consent), the Company may treat the person in whose name this
        Warrant is issued as the absolute
        owner hereof for all purposes, notwithstanding any notice to the
        contrary.

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

      
 

      (b) Each
        Warrant and certificate representing Warrant Shares shall bear a legend
        substantially in the following form:

       

      “THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
        “ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT
        BE
        SOLD, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED UNLESS
        AND UNTIL REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
        OR
        UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE
        COMPANY
        THAT SUCH REGISTRATION IS NOT REQUIRED.”

       

      The
        foregoing legend shall be removed from the certificates representing any
        Warrant
        Shares, at the request of the holder thereof, at such time as they become
        eligible for resale pursuant to Rule 144 under the Act.

       

      9. Notices.
        Any
        notice required or permitted hereunder shall be given in writing (unless
        otherwise specified herein) and shall be deemed effectively given upon (a)
        personal delivery, against written receipt thereof, (b) delivery via facsimile
        with written confirmation, (c) one business day after deposit with Federal
        Express or another nationally recognized overnight courier service, or (d)
        five
        business days after being mailed, postage paid, via certified or registered
        mail, return receipt requested, addressed to each of the other parties thereunto
        entitled, at the addresses set forth on in the introductory paragraph hereof
        or
        at such other addresses as a party may designate by 10 days advance written
        notice.

      


      10. Binding
        Effect.
        This
        Warrant shall be binding upon and inure to the benefit of the parties hereto
        and
        their respective heirs, personal representatives, successors and permitted
        assigns.

      


      11. Descriptive
        Headings and Governing Law.
        The
        description headings of the several sections and paragraphs of this Warrant
        are
        inserted for convenience only and do not constitute a part of this Warrant.
        This
        Warrant shall be construed and enforced in accordance with, and the rights of
        the parties shall be governed by the laws of the State of Delaware.

      


      12. Lost
        Warrants.
        Upon
        receipt of evidence reasonably satisfactory to the Company of the loss, theft,
        destruction, or mutilation of this Warrant and, in the case of any such loss,
        theft or destruction, upon receipt of an indemnity agreement or bond reasonably
        satisfactory to the Company, or in the case of any such mutilation upon
        surrender and cancellation of this Warrant, the Company, at its expense,
        will
        make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen,
        destroyed or mutilated Warrant.

      


      13. Fractional
        Shares.
        No
        fractional shares shall be issued upon exercise of this Warrant. The Company
        shall,
        in
        lieu
        of issuing any fractional share, pay the Holder entitled to such fraction
        a sum
        in cash equal to such fraction multiplied by the then-effective Market
        Price.

      


       


      
        
           

        

        
          18

          
            

          

        

        
           

        

      


      In
        Witness Whereof, the
        Company has caused this Warrant to be duly executed by its officers, thereunto
        duly authorized this ______ day of ____________, 2007.

       

       

      
        	
                AskMeNow,
                  Inc.,
                  

                a
                  Delaware corporation

                 

                 

                By:                                             
                  

                Name:
                  Darryl Cohen

                Title:
                  President and CEO

                 

                Address:

                AskMeNow,
                  Inc. 

                26
                  Executive Park, Suite 250

                Irvine,
                  CA 92614

                Phone: (949)
                  861-2590   

                Fax:
                  (949) 861-2591

                E-mail:
                  dcohen@askmenow.com 

              
	 


      

      


      
        
           

        

        
          19

          
            

          

        

        
           

        

      

      



      SCHEDULE
        A


       

      EXERCISE
        NOTICE

       

      Date:
        _________________, _______

       

      AskMeNow,
        Inc.

      Attn:
        Chief Executive Officer

      


       

      Ladies
        and Gentlemen:

       

      The
        undersigned hereby elects to exercise the Warrant issued to it by AskMeNow,
        Inc.
        (“Company”)
        dated
        ___________ __, 2007, which Warrant shall be surrendered herewith, and pursuant
        to the terms thereof hereby elects to exercise rights represented by said
        Warrant for, and to purchase thereunder, __________________ shares of the
        Company's Common Stock covered by said Warrant, at an Exercise Price of $____
        per share, and tenders herewith payment of the purchase price in full for
        such
        shares of $_________, by:

       

      
        	
                 

              	
                (a)

              	
                cash,
                  through the delivery of a certified or official bank check, or
                  wire
                  transfer or immediately available funds; or


              


      

      


      
        	 	
                (b)

              	
                exercising
                  the Cashless Exercise right provided under Section 1.3 of the Warrant
                  by
                  the surrender of said Warrant.

              


      

      


      The
        undersigned hereby requests that certificates for such shares (or any other
        securities or other property issuable upon such exercise) be issued in the
        name
        of and delivered to the undersigned at the address set forth below, or as
        otherwise set forth below.

       

      


       

      Very
        truly yours,

      


      


                                                                                                                      
        

      Name:

      Address:

      


      


      


      



      
        
          
            


          

           

        

        
          20

          
            

          

        

        
           

          
          

        

      



      SCHEDULE
        B


       

      TRANSFER
        NOTICE

       

      


      To
        Be
        Executed by the Holder

      in
        Order
        to Assign Warrants

      


      FOR
        VALUE
        RECEIVED, ________________________________________ hereby sells, assigns
        and
        transfers all of the rights of the undersigned under the attached Warrant
        (No.
        ____) with respect to the number of shares of Common Stock of AskMeNow, Inc.
        covered thereby set forth below, unto:

       

      
        	
                Name
                  of Assignee

              	
                Address

              	
                No.
                  of Shares

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

      The
        undersigned hereby irrevocably constitutes and appoints the Chief Executive
        Officer of the Company as the undersigned’s attorney to transfer this Warrant
        certificate on the books of the Company, with full power of substitution
        in the
        premises.

       

      


       

      Dated:
        _____________________Signature:
        ________________________________

       

      Signature
        Guaranteed:

       

      By:
        _______________________

       

      The
        signature should be guaranteed by an eligible guarantor institution (banks,
        stockbrokers, savings and loan associations and credit unions with membership
        in
        an approved signature guarantee medallion program) pursuant to Rule 17A
        under the Securities Exchange Act of 1934, as amended.

       

      


      
        
           

        

        
          21