WARRANT
				

			 	
				
				   
				

			 
	
				
				  NO. ________
				

			 	
				
				  HANDHELD ENTERTAINMENT,
				  INC.
				

			 	
				
				  ______ Shares
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		WARRANT TO PURCHASE COMMON
		STOCK
	 

	 
		VOID AFTER 5:30 P.M., EASTERN 
	 

	 
		TIME, ON THE EXPIRATION DATE
	 

	 
		THIS WARRANT AND ANY SHARES ACQUIRED UPON
		THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
		OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED,
		HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE
		REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE
		SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
	 

	 
		FOR VALUE RECEIVED, HANDHELD ENTERTAINMENT,
		INC., a Delaware corporation (the “Company”), hereby agrees to sell
		upon the terms and on the conditions hereinafter set forth, but no later than
		5:30 p.m., Eastern Time, on the Expiration Date (as hereinafter defined), to
		[_____________________], or registered assigns (the “Holder”), under
		the terms as hereinafter set forth, [___________________] fully paid and non-assessable shares of the
		Company’s Common Stock, par value $0.0001 per share (the “Warrant
		Stock”), at a purchase price of $4.00 per share (the “Warrant
		Price”), pursuant to this warrant (this “Warrant”). The number
		of shares of Warrant Stock to be so issued and the Warrant Price are subject to
		adjustment in certain events as hereinafter set forth. The term “Common
		Stock” shall mean, when used herein, unless the context otherwise
		requires, the stock and other securities and property at the time receivable
		upon the exercise of this Warrant.
	 

	 
		1. Exercise of Warrant.
	 

	 
		a. The Holder may exercise this Warrant
		according to its terms by surrendering this Warrant to the Company at the
		address set forth in Section 12, together with the form of exercise attached
		hereto duly executed by the Holder, accompanied by cash, certified check or
		bank draft in payment of the Warrant Price, in lawful money of the United
		States of America, for the number of shares of the Warrant Stock specified in
		such form of exercise, or as otherwise provided in this Warrant, prior to 5:30
		p.m., Eastern Time, on January 17, 2012 (the “Expiration Date”);
		provided, however, that
		the Holder may not exercise this Warrant prior to the six-month anniversary of
		the date hereof.
	 

	 
		b. This Warrant may be exercised in whole or
		in part so long as any exercise in part hereof would not involve the issuance
		of fractional shares of Warrant Stock. If exercised in part, the Company shall
		deliver to the Holder a new Warrant, identical in form, in the name of the
		Holder, evidencing the right to purchase the number of shares of Warrant Stock
		as to which this Warrant has not been exercised, which new Warrant shall be
		signed by the Chairman, Chief
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Executive Officer, President or any Vice
		President of the Company. The term Warrant as used herein shall include any
		subsequent Warrant issued as provided herein.
	 

	 
		c. No fractional shares or scrip
		representing fractional shares shall be issued upon the exercise of this
		Warrant. The Company shall pay cash in lieu of fractions with respect to the
		Warrants based upon the fair market value of such fractional shares of Common
		Stock (which shall be the closing price of such shares on the exchange or
		market on which the Common Stock is then traded) at the time of exercise of
		this Warrant.
	 

	 
		d. In the event of any exercise of the
		rights represented by this Warrant, a certificate or certificates for the
		Warrant Stock so purchased, registered in the name of the Holder, shall be
		delivered to the Holder within a reasonable time after such rights shall have
		been so exercised. The person or entity in whose name any certificate for the
		Warrant Stock is issued upon exercise of the rights represented by this Warrant
		shall for all purposes be deemed to have become the holder of record of such
		shares immediately prior to the close of business on the date on which the
		Warrant was surrendered and payment of the Warrant Price and any applicable
		taxes was made, irrespective of the date of delivery of such certificate,
		except that, if the date of such surrender and payment is a date when the stock
		transfer books of the Company are closed, such person shall be deemed to have
		become the holder of such shares at the opening of business on the next
		succeeding date on which the stock transfer books are open. Except as provided
		in Section 4 hereof, the Company shall pay any and all documentary stamp or
		similar issue or transfer taxes payable in respect of the issue or delivery of
		shares of Common Stock on exercise of this Warrant; provided, however, that the
		Company shall not be required to pay any tax that may be payable in respect of
		any issuance and delivery of shares of Warrant Stock to any Person other than
		the Holder or with respect to any income tax due by the Holder with respect to
		any shares of Warrant Stock. “Person” shall mean any natural person,
		corporation, division of a corporation, partnership, limited liability company,
		trust, joint venture, association, company, estate, unincorporated organization
		or government or any agency or political subdivision thereof.
	 

	 
		2. Disposition of Warrant Stock and Warrant.
	 

	 
		a. The Holder hereby acknowledges that this
		Warrant and any Warrant Stock purchased pursuant hereto are, as of the date
		hereof, not registered: (i) under the Act on the ground that the issuance of
		this Warrant is exempt from registration under Section 4(2) of the Act as not
		involving any public offering or (ii) under any applicable state securities law
		because the issuance of this Warrant does not involve any public offering; and
		that the Company’s reliance on the Section 4(2) exemption of the Act and
		under applicable state securities laws is predicated in part on the
		representations hereby made to the Company by the Holder that it is acquiring
		this Warrant and will acquire the Warrant Stock for investment for its own
		account, with no present intention of dividing its participation with others or
		reselling or otherwise distributing the same, subject, nevertheless, to any
		requirement of law that the disposition of its property shall at all times be
		within its control.
	 

	 
		The Holder hereby agrees that it will not
		sell or transfer all or any part of this Warrant and/or Warrant Stock, except
		pursuant to an effective registration statement under the Act, unless and until
		it shall first have given notice to the Company describing such sale or
		transfer and furnished to the Company either (i) an opinion of counsel for the
		Company, which
	 

	 
		 
	 

	 
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		the Company shall obtain at its own expense,
		to the effect that the proposed sale or transfer may be made without
		registration under the Act and without registration or qualification under any
		state law, or (ii) an interpretative letter from the Securities and Exchange
		Commission to the effect that no enforcement action will be recommended if the
		proposed sale or transfer is made without registration under the Act.
	 

	 
		b. If, at the time of issuance of the shares
		issuable upon exercise of this Warrant, no registration statement is in effect
		with respect to such shares under applicable provisions of the Act, the Company
		may at its election require that the Holder provide the Company with written
		reconfirmation of the Holder’s investment intent and that any stock
		certificate delivered to the Holder of a surrendered Warrant shall bear a
		legend reading substantially as follows:
	 

	 
		“THE SHARES REPRESENTED BY THIS
		CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY
		NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
		EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION
		OF COUNSEL SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS
		NOT REQUIRED UNDER SAID ACT.”
	 

	 
		In addition, so long as the foregoing legend
		may remain on any stock certificate delivered to the Holder, the Company may
		maintain appropriate “stop transfer” orders with respect to such
		certificates and the shares represented thereby on its books and records and
		with those to whom it may delegate registrar and transfer functions.
	 

	 
		3. Reservation of Shares. The Company hereby agrees that at all times there
		shall be reserved for issuance upon the exercise of this Warrant such number of
		shares of its Common Stock as shall be required for issuance upon exercise of
		this Warrant. The Company further agrees that all shares which may be issued
		upon the exercise of the rights represented by this Warrant will be duly
		authorized and will, upon issuance and against payment of the Warrant Price
		therefor, be validly issued, fully paid and non-assessable, free from all
		taxes, liens, charges and preemptive rights with respect to the issuance
		thereof, other than taxes, if any, in respect of any transfer occurring
		contemporaneously with such issuance and other than transfer restrictions
		imposed by federal and state securities laws.
	 

	 
		4. Exchange, Transfer or Assignment of
		Warrant. 
	 

	 
		a. This Warrant is exchangeable, without
		expense, at the option of the Holder, upon presentation and surrender hereof to
		the Company or at the office of its stock transfer agent, if any, for other
		Warrants of different denominations, entitling the Holder or Holders thereof to
		purchase in the aggregate the same number of shares of Common Stock purchasable
		hereunder. Upon surrender of this Warrant to the Company or at the office of
		its stock transfer agent, if any, with an appropriate instrument of assignment
		duly executed and funds sufficient to pay any transfer tax, the Company shall,
		without charge, execute and deliver a new Warrant in the name of the assignee
		named in such instrument of assignment and this Warrant shall promptly be
		canceled. This Warrant may be divided or combined with other
	 

	 
		 
	 

	 
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		Warrants that carry the same rights upon
		presentation hereof at the office of the Company or at the office of its stock
		transfer agent, if any, together with a written notice specifying the names and
		denominations in which new Warrants are to be issued and signed by the Holder
		hereof.
	 

	 
		b. Notwithstanding anything to the contrary
		contained herein, at such time as this Warrant shall be registered by the
		Company under the Act, Holder shall deliver this Warrant to the Company in
		exchange for a warrant certificate representing the registered warrant, which
		shall entitle Holder to purchase the same number of shares of Warrant Stock and
		at the same Warrant Price as exists at the time of the surrender. 
	 

	 
		5. Capital Adjustments. This Warrant is subject to the following further
		provisions:
	 

	 
		a. Recapitalization, Reclassification and
		Succession. If any recapitalization
		of the Company or reclassification of its Common Stock or any merger or
		consolidation of the Company into or with a Person, or the sale or transfer of
		all or substantially all of the Company’s assets or of any successor
		corporation’s assets to any Person (any such Person being included within
		the meaning of the term “successor corporation”) shall be effected,
		at any time while this Warrant remains outstanding and unexpired, then, as a
		condition of such recapitalization, reclassification, merger, consolidation,
		sale or transfer, lawful and adequate provision shall be made whereby the
		Holder of this Warrant thereafter shall have the right to receive upon the
		exercise hereof as provided in Section 1 and in lieu of the shares of Common
		Stock immediately theretofore issuable upon the exercise of this Warrant, such
		shares of capital stock, securities or other property as may be issued or
		payable with respect to or in exchange for a number of outstanding shares of
		Common Stock equal to the number of shares of Common Stock immediately
		theretofore issuable upon the exercise of this Warrant had such
		recapitalization, reclassification, merger, consolidation, sale or transfer not
		taken place, and in each such case, the terms of this Warrant shall be
		applicable to the shares of stock or other securities or property receivable
		upon the exercise of this Warrant after such consummation.
	 

	 
		b. Subdivision or Combination of Shares. If the Company at any time while this Warrant remains
		outstanding and unexpired shall subdivide or combine its Common Stock, the
		number of shares of Warrant Stock purchasable upon exercise of this Warrant and
		the Warrant Price shall be proportionately adjusted.
	 

	 
		c. Stock Dividends and Distributions. If the Company at any time while this Warrant is
		outstanding and unexpired shall issue or pay the holders of its Common Stock,
		or take a record of the holders of its Common Stock for the purpose of
		entitling them to receive, a dividend payable in, or other distribution of,
		Common Stock, then (i) the Warrant Price shall be adjusted in accordance with
		Section 5(e) and (ii) the number of shares of Warrant Stock purchasable upon
		exercise of this Warrant shall be adjusted to the number of shares of Common
		Stock that the Holder would have owned immediately following such action had
		this Warrant been exercised immediately prior thereto.
	 

	 
		d. Stock and Rights Offering to
		Stockholders. If the Company shall at
		any time after the date of issuance of this Warrant distribute to all holders
		of its Common Stock any shares of capital stock of the Company (other than
		Common Stock) or evidences of its indebtedness or assets (excluding cash
		dividends or distributions paid from retained earnings or
	 

	 
		 
	 

	 
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		current year’s or prior year’s
		earnings of the Company) or rights or warrants to subscribe for or purchase any
		of its securities (excluding those referred to in the immediately preceding
		paragraph) (any of the foregoing being hereinafter in this paragraph called the
		“Securities”), then in each such case, the Company shall reserve
		shares or other units of such Securities for distribution to the Holder upon
		exercise of this Warrant so that, in addition to the shares of the Common Stock
		to which such Holder is entitled, such Holder will receive upon such exercise
		the amount and kind of such Securities which such Holder would have received if
		the Holder had, immediately prior to the record date for the distribution of
		the Securities, exercised this Warrant.
	 

	 
		e. Warrant Price Adjustment. Whenever the number of shares of Warrant Stock
		purchasable upon exercise of this Warrant is adjusted, as herein provided, the
		Warrant Price payable upon the exercise of this Warrant shall be adjusted to
		that price determined by multiplying the Warrant Price immediately prior to
		such adjustment by a fraction (i) the numerator of which shall be the number of
		shares of Warrant Stock purchasable upon exercise of this Warrant immediately
		prior to such adjustment, and (ii) the denominator of which shall be the number
		of shares of Warrant Stock purchasable upon exercise of this Warrant
		immediately thereafter.
	 

	 
		f. Certain Shares Excluded. The number of shares of Common Stock outstanding at
		any given time for purposes of the adjustments set forth in this Section 5
		shall exclude any shares then directly or indirectly held in the treasury of
		the Company.
	 

	 
		g. Deferral and Cumulation of De Minimis
		Adjustments. The Company shall not be
		required to make any adjustment pursuant to this Section 5 if the amount of
		such adjustment would be less than one percent (1%) of the Warrant Price in
		effect immediately before the event that would otherwise have given rise to
		such adjustment. In such case, however, any adjustment that would otherwise
		have been required to be made shall be made at the time of and together with
		the next subsequent adjustment which, together with any adjustment or
		adjustments so carried forward, shall amount to not less than one percent (1%)
		of the Warrant Price in effect immediately before the event giving rise to such
		next subsequent adjustment.
	 

	 
		h. Duration of Adjustment. Following each computation or readjustment as provided
		in this Section 5, the new adjusted Warrant Price and number of shares of
		Warrant Stock purchasable upon exercise of this Warrant shall remain in effect
		until a further computation or readjustment thereof is required.
	 

	 
		6. Notice to Holders.
	 

	 
		a.
		Notice of Record Date. In case:
	 

	 
		(i) the Company shall take a record of the
		holders of its Common Stock (or other stock or securities at the time
		receivable upon the exercise of this Warrant) for the purpose of entitling them
		to receive any dividend (other than a cash dividend payable out of earned
		surplus of the Company) or other distribution, or any right to subscribe for or
		purchase any shares of stock of any class or any other securities, or to
		receive any other right;
	 

	 
		 
	 

	 
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		(ii) of any capital reorganization of the
		Company, any reclassification of the capital stock of the Company, any
		consolidation with or merger of the Company into another Person, or any
		conveyance of all or substantially all of the assets of the Company to another
		Person; or
	 

	 
		(iii) of any voluntary dissolution,
		liquidation or winding-up of the Company;
	 

	 
		then, and in each such case, the Company
		will mail or cause to be mailed to the Holder hereof at the time outstanding a
		notice specifying, as the case may be, (i) the date on which a record is to be
		taken for the purpose of such dividend, distribution or right, and stating the
		amount and character of such dividend, distribution or right, or (ii) the date
		on which such reorganization, reclassification, consolidation, merger,
		conveyance, dissolution, liquidation or winding-up is to take place, and the
		time, if any is to be fixed, as of which the holders of record of Common Stock
		(or such stock or securities at the time receivable upon the exercise of
		this Warrant) shall be entitled to exchange their shares of Common Stock (or
		such other stock or securities) for securities or other property deliverable
		upon such reorganization, reclassification, consolidation, merger, conveyance,
		dissolution, liquidation or winding-up. Such notice shall be mailed at least
		twenty (20) days prior to the record date therein specified, or if no record
		date shall have been specified therein, at least twenty (20) days prior to the
		date of such action, provided, however, failure to provide any such notice
		shall not affect the validity of such transaction.
	 

	 
		b. Certificate of Adjustment. Whenever any adjustment shall be made pursuant to
		Section 5 hereof, the Company shall promptly make a certificate signed by its
		Chairman, Chief Executive Officer, President, Vice President, Chief Financial
		Officer or Treasurer, setting forth in reasonable detail the event requiring
		the adjustment, the amount of the adjustment, the method by which such
		adjustment was calculated and the Warrant Price and number of shares
		of Warrant Stock purchasable upon exercise of this Warrant after giving
		effect to such adjustment, and shall promptly cause copies of such certificate
		to be mailed (by first class mail, postage prepaid) to the Holder of this
		Warrant.
	 

	 
		7. Redemption.
		Following the six month anniversary of the date hereof, this Warrant may be
		redeemed prior to the Expiration Date, at the option of the Company, at a price
		of $.01 per share of Warrant Stock (“Redemption Price”), upon not
		less than 15 days prior written notice (“Redemption Period”) to
		Holder notifying Holder of the Company’s intent to exercise such right and
		setting forth a time and date for such redemption; provided,
		however, that no redemption under this Section 7 may occur
		unless (i) the Company’s Common Stock has had a closing sales price
		greater than $5.20 per share for five (5) consecutive trading days and (ii) at
		the date of redemption notice and during the entire Redemption Period (A) there
		is an effective registration statement covering the resale of the underlying
		Common Stock and (B) the Common Stock remains listed on The Nasdaq Stock
		Market. This Warrant may be exercised by Holder, for cash, at any time after
		notice of redemption has been given by the Company and prior to the time and
		date fixed for redemption. On and after the redemption date, the Holder shall
		have no further rights except to receive, upon surrender of this Warrant, the
		Redemption Price.
	 

	 
		 
	 

	 
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		8. Price Protection; Reset of Warrant Price. 
	 

	 
		a. For a period of 6 months from the date
		hereof, the Company shall not issue any warrants or options to purchase shares
		of capital stock of the Company having an exercise price lower than $3.50 per
		share, except for issuances to employees or service providers in the
		Company’s normal course of business.
	 

	 
		b. The Warrant Price shall automatically be
		amended, without any further action on the part of the Company or Holder, per
		Section 5(b) of that certain Subscription Agreement between Holder and the
		Company, in the event the Company does not timely meet certain registration
		requirements set forth therein.
	 

	 
		9. Maximum Exercise. The Holder shall not be entitled to exercise this
		Warrant on an exercise date, in connection with that number of shares of Common
		Stock which would be in excess of the sum of (i) the number of shares of
		Common Stock beneficially owned by the Holder and its affiliates on an exercise
		date, and (ii) the number of shares of Common Stock issuable upon the
		exercise of this Warrant with respect to which the determination of this
		limitation is being made on an exercise date, which would result in beneficial
		ownership by the Holder and its affiliates of more than 4.99% of the
		outstanding shares of Common Stock on such date. For the purposes of the
		immediately preceding sentence, beneficial ownership shall be determined in
		accordance with Section 13(d) of the Securities Exchange Act of 1934,
		as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the
		Holder shall not be limited to aggregate exercises which would result in the
		issuance of more than 4.99%. The restriction described in this
		paragraph may be waived, in whole or in part, upon sixty-one (61) days
		prior notice from the Holder to the Company to increase such percentage to up
		to 9.99%, but not in excess of 9.99%.
	 

	 
		10. Loss, Theft, Destruction or Mutilation. Upon receipt by the Company of evidence satisfactory
		to it, in the exercise of its reasonable discretion, of the ownership and the
		loss, theft, destruction or mutilation of this Warrant and, in the case of
		loss, theft or destruction, of indemnity reasonably satisfactory to the Company
		and, in the case of mutilation, upon surrender and cancellation hereof, the
		Company will execute and deliver in lieu hereof, without expense to the Holder,
		a new Warrant of like tenor dated the date hereof.
	 

	 
		11. Warrant Holder Not a Stockholder. The Holder of this Warrant, as such, shall not be
		entitled by reason of this Warrant to any rights whatsoever as a stockholder of
		the Company.
	 

	 
		12. Notices. Any
		notice required or contemplated by this Warrant shall be deemed to have been
		duly given if transmitted by registered or certified mail, return receipt
		requested, postage prepaid, or nationally recognized overnight delivery
		service, to the Company at its principal executive offices: 539
		Bryant Street, Suite 403, San Francisco, CA 94107, Attention: Chief Executive
		Officer, or to the Holder at the name and address set forth in the Warrant
		Register maintained by the Company.
	 

	 
		13. Choice of Law.
		THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND
		CONSTRUED IN ACCORDANCE WITH THE 
	 

	 
		 
	 

	 
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		INTERNAL LAWS OF THE STATE OF NEW YORK,
		WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
	 

	 
		14. Jurisdiction and Venue. The Company and the Holder, by its acceptance hereof,
		hereby agree that any dispute which may arise between them arising out of or in
		connection with this Warrant shall be adjudicated before a court located in New
		York City, New York, and they hereby submit to the exclusive jurisdiction of
		the federal and state courts of the State of New York located in New York City
		with respect to any action or legal proceeding commenced by any party, and
		irrevocably waive any objection they now or hereafter may have respecting the
		venue of any such action or proceeding brought in such a court or respecting
		the fact that such court is an inconvenient forum, relating to or arising out
		of this Warrant or any acts or omissions relating to the sale of the securities
		hereunder, and consent to the service of process in any such action or legal
		proceeding by means of registered or certified mail, return receipt requested,
		postage prepaid, in care of the address set forth herein or such other address
		as either party shall furnish in writing to the other.
	 

	 
		[Signature Page
		Follows]
	 

	 
		 
	 

	 
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		IN WITNESS WHEREOF, the Company has duly
		caused this Warrant to be signed on its behalf, in its corporate name and by
		its duly authorized officer, as of this 17th day of January,
		2007.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  HANDHELD ENTERTAINMENT, INC.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Jeffrey Oscodar
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Chief Executive
				  Officer
				

			 

 

	 
		 
	 

	 
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		FORM OF EXERCISE
	 

	 
		(to be executed by the registered holder
		hereof)
	 

	 
		The undersigned hereby exercises the right
		to purchase _________ shares of common stock, par value $0.0001 per share
		(“Common Stock”), of Handheld Entertainment, Inc. evidenced by the
		within Warrant Certificate for a Warrant Price of $_____ per share and herewith
		makes payment of the Warrant Price in full of $__________. Kindly issue
		certificates for shares of Common Stock (and for the unexercised balance of the
		Warrants evidenced by the within Warrant Certificate, if any) in accordance
		with the instructions given below.
	 

	 
		 
	 

	 
			
				
				  Dated:____________________ , 20__
				  .
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Name:
				

			 

 

	 
		Instructions for registration of
		stock:
	 

	 
		_____________________________________
	 

	 
		Name (Please Print)
	 

	 
		Social Security or other identifying Number:
		_______________
	 

	 
		Address:____________________________________________
	 

	 
		City, State and Zip Code
	 

	 
		Instructions for registration of certificate
		representing the unexercised balance of Warrants (if any):
	 

	 
		_____________________________________
	 

	 
		Name (Please Print)
	 

	 
		Social Security or other identifying Number:
		_______________
	 

	 
		Address:____________________________________________
	 

	 
		City, State and Zip Code
	 

	 
		 
	 

	 
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