Unassociated Document


    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-MB1

    WARRANT
      TO PURCHASE SHARES

    OF
      THE COMMON STOCK OF

    


    ASKMENOW,
      INC.

    


    (Void
      after Expiration Date - July 31, 2010)

    


    Issue
      Date: July 31, 2007

    


    


    This
      certifies that Michael S. Brown, Esq. an individual resident in the State of
      California with a principal business address c/o California Lawyers Group,
      LLP.
      16601 Ventura Boulevard, Suite 204, Encino, CA 91436 (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, One Hundred Thousand
      (100,000) fully paid and non-assessable shares of the Company’s common stock,
      par value $.01 per share (“Common
      Stock”),
      at a
      price equal to $.57 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 July 31, 2010
      (“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.

     

    The
      Holder expressly agrees and acknowledges that this Warrant is being issued
      in
      exchange and as consideration for the agreement of the Holder and California
      Lawyers Group, LLP (“CLG”) to reduce by twenty percent (20.0%) the fees charged
      for legal services rendered to date and to be rendered after the Issue Date
      hereof by the Holder and CLG on the Company’s behalf in connection with the
      IndyMacBank, F.S.B. litigation, such reduction hereafter to be reflected in
      invoices submitted by the Holder and/or CLG to the Company. In the event no
      such
      reduction is so reflected, this Warrant shall become immediately null and void
      and of no further force and effect, and the Company shall not be required to
      recognize any attempted exercise of this Warrant unless and until it has
      received such invoices evidencing such reduction.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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. 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(s) 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 Noon (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.

    


    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: 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 	 	
              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. 

     

    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. 

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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.

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    5. Piggyback
      Registration Rights.
      If, at
      any time during the three-year period commencing on the date hereof, 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 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, (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 5 as well as any amendments and
      supplements thereto and the withdrawal or revocation thereof. The Company’s
      obligations pursuant to this Section 5 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 5
      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.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    6. Modification
      and Waiver.
      This
      Warrant and any provision hereof may be changed, waived, discharged or
      terminated only by an instrument in writing signed by the party against which
      enforcement of the same is sought.

    


    7. 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 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.

    


    (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.

     

    8. 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.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    9. 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.

    


    10. 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.

    


    11. 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.

    


    12. 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.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    In
      Witness Whereof, the
      Company has caused this Warrant to be duly executed by its officers, thereunto
      duly authorized this ____ day of September, 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

              	 


      

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    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:

            


    

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

    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.


    
      
        
        

      

      
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