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EXHIBIT 4.2




              SCHEDULE FOR FORM OF WARRANT WITH $0.12 EXERCISE PRICE


          <c>                             <c>                      <c>
Investor:    Compass Equity Partners, LLC    Empire Fund Managers     First Equity Holdings Corp.

Shares:      833,334                         833,334                  416,667


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THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS WARRANT SHALL NOT
CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL. THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED
EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.

                  COMMON STOCK PURCHASE WARRANT


No. ______________________

          To Purchase 833,334 Shares of Common Stock of

                      PACIFIC WEBWORKS, INC.

      THIS CERTIFIES that, for value received, COMPASS EQUITY PARTNERS or its
assigns, (the "Investor"), is entitled, upon the terms and subject to the
conditions hereinafter set forth, at any time on or after the date hereof and
on or prior to 5:00 p.m. Eastern Time one year after the effective date of the
Company's registration statement (the "Termination Date"), but not thereafter,
to subscribe for and purchase from PACIFIC WEBWORKS, INC., a Nevada
corporation (the "Company"), eight hundred thirty three thousand three hundred
thirty four (833,334) shares of Common Stock (the "Warrant Shares"). The
purchase price of one share of Common Stock (the "Exercise Price") under this
Warrant shall be $0.12. The Exercise Price and the number of shares for which
this Warrant is exercisable shall not be subject to any adjustment. This
Warrant is being issued in connection with the Unit Purchase Agreement dated
July 1, 2005 (the "Agreement") entered into between the Company and the
Investor.

      1.  Title of Warrant. Prior to the expiration hereof and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by
the holder hereof in person or by duly authorized attorney, upon surrender of
this Warrant together with the Assignment Form annexed hereto properly
endorsed.

      2.  Authorization of Shares. The Company covenants that all Warrant
Shares which may be issued upon the exercise of rights represented by this
Warrant will, upon exercise of the rights represented by this Warrant, be duly
authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof.

      3.  Exercise of Warrant. Exercise of the purchase rights represented by
this Warrant may be made at any time or times, in whole or in part, after the
date hereof and before the close of business on the Termination Date, or such
earlier date on which this Warrant may terminate as provided in paragraph 11
below, by the surrender on any business day of this 'Warrant and the Notice of
Exercise annexed hereto duly completed and executed, at the principal office
of the Company (or such other office or agency of the Company as it may
designate by notice in writing to the registered holder hereof at the address
of such holder appearing on the books of the Company), and upon payment of the
Exercise Price of the Warrant Shares thereby purchased (the "Exercise Date");
whereupon the holder of this Warrant shall be entitled to receive a Common
Stock certificate for the number of Warrant Shares so purchased. The warrant
holder will have the right to convert one  warrant share into one common share
at a price of $0.12 per common share. Certificates for Warrant Shares
purchased hereunder shall be delivered to the holder hereof within five
Business Days after the date on which this Warrant shall have been exercised
as aforesaid. Payment of the Exercise Price shall be by check or by wire
transfer to an account designated by the Company in an amount equal to the
Exercise Price multiplied by the number of Warrant Shares being purchased. The
exercise price and number of common shares for which these warrants are
exercisable shall not be subject to any adjustment at any time.

      4.  No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant.

      5.  Charges, Taxes and Expenses. Issuance of certificates for Warrant
Shares upon the exercise of this Warrant shall be made without charge to the
holder hereof for any issue, transfer, or other incidental expense in respect
of the issuance of such certificate, all of which expenses shall be paid by
the Company, and such certificates shall be issued in the name of the holder
of this Warrant or in such name or names as may be directed by the holder of
this Warrant; provided, however, that in the event certificates for shares of
Common Stock are to be issued in a name other than the name of the holder of
this Warrant, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the holder hereof; and
provided further, that upon any transfer involved in the issuance or delivery
of any certificates for shares of Common Stock, the Company may require, as a
condition thereto, the payment of a sum sufficient to reimburse it for any
transfer expenses incidental thereto.

      6.  Closing of Books. The Company will at no time close its shareholder
books or records in any manner which interferes with the timely exercise of
this Warrant.

      7.  No Rights as Shareholder until Exercise. This Warrant does not
entitle the holder hereof to any voting rights or other rights as a
shareholder of the Company prior to the exercise thereof. If, however, at the
time of the surrender of this Warrant and purchase the holder hereof shall be
entitled to exercise this Warrant, the shares so purchased shall be and be
deemed to be issued to such holder as the record owner of such shares as of
the close of business on the date on which this Warrant shall have been
exercised.

      8.  Assignment and Transfer of Warrant. This Warrant may be assigned by
the surrender of this Warrant and the Assignment Form annexed hereto duly
executed at the office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the registered holder
hereof at the address of such holder appearing on the books of the Company);
provided, however, that this Warrant may not be resold or otherwise
transferred except (i)in a transaction registered under the Securities Act of
1933, as amended, or (ii) in a transaction pursuant to an exemption, if
available, from such registration and whereby, if requested by the Company, an
opinion of counsel reasonably satisfactory to the Company is obtained by the
holder of this Warrant to the effect that the transaction is so exempt.

      9.  Loss, Theft, Destruction or Mutilation of Warrant. The Company
represents and warrants  that upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
any Warrant or stock certificate, and in case of loss, theft or destruction,
of indemnity or security reasonably satisfactory to it, and upon reimbursement
to the Company of all reasonable expenses incidental thereto, and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of this Warrant or stock
certificate.

      10.  Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a legal
holiday.

      11.  Effect of Certain Events. If at any time the Company proposes (i)
to sell or otherwise convey all or substantially all of its assets or (ii) to
effect a transaction (by merger or otherwise) in which more than 50% of the
voting power of the Company is disposed of (collectively, a "Sale or Merger
Transaction"), in which the consideration to be received by the Company or its
shareholders consists solely of cash, and in case the Company shall at any
time effect a Sale or Merger Transaction in which the consideration to be
received by the Company or its shareholders consists in part of consideration
other than cash, the holder of this Warrant shall have the right thereafter to
purchase, by exercise of this Warrant and payment of the aggregate Exercise
Price in effect immediately prior to such action, the kind and amount of
shares and other securities and property which it would have owned or have
been entitled to receive after the happening of such transaction had this
Warrant been exercised immediately prior thereto. In the event the holder
chooses to exercise its purchase rights, at the holder's option, the holder
may elect to waive Section 16 below in its entirety.

      12.  Adjustments of Exercise Price and Number of Warrant Shares. The
number and kind of securities purchasable upon the exercise of this Warrant
and the Exercise Price shall be subject to adjustment from time to any
adjustment at any time.

      13.  Authorized Shares. The Company covenants that during the period the
Warrant is outstanding and exercisable, it will reserve from its authorized
and unissued Common Stock a sufficient number of shares to provide for the
issuance of the Warrant Shares upon the exercise of any purchase rights under
this Warrant. The Company further covenants that is issuance of this Warrant
shall constitute full authority to its officers who are charged with the duty
of executing stock certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights
under this Warrant. The Company will take all such reasonable action as may be
necessary to assure that such Warrant Shares may be issued as provided herein
without violation of any applicable law or regulation, or of any requirements
of the securities exchange and/or market upon which the Common Stock may be
listed.

      14.  4.99% Limitation. The number of shares of Common Stock which may be
acquired by the Investor upon exercise pursuant to the terms herein shall not
exceed the number of such shares which, when aggregated with all other shares
of Common Stock then owned by the holder, not including all securities
convertible or exercisable into Common Stock, would result in the Investor
owning more than 4.99% of the Company's then issued and outstanding shares of
Common Stock. The preceding sentence shall not interfere with the Investor's
right to exercise this Warrant or convert other securities over time which in
the aggregate totals more than 4.99% of the then outstanding shares of Common
Stock so long as such Investor does not own more than 4.99% of the then
outstanding Common Stock at any given time.

      15.  Call. In the event, at any time one month after the date hereof,
the closing bid price of the Common Stock is greater than US$5.00 (the "Strike
Price") per share for ten consecutive trading days (the "Call Period"), the
Company shall have the right to "Call" this Warrant, in whole or in part,
thereby forcing  exercise by the Investor.  The Strike Price shall be adjusted
proportionately to reflect any adjustments due to the payment of a stock
dividend, stock split, combination of shares or any other similar event as
provided herein. The Company may exercise its right to Call by telecopying
written notice (the "Call Notice") to the Investor within ten (10) trading
days after the expiration of the Call Period.

      Once the Company has exercised its right to Call by giving written
notice to the Investor it shall be deemed irrevocable. The Investor will
transmit the Exercise Price to the Company for that number of Warrant Shares
which are the subject to the Call Notice within three business days after
receipt of the Call Notice. The Company will transmit the certificates
representing Warrant Shares issuable pursuant to the Call (together with the
certificates representing the remainder of the Warrant not Called, if any) to
the Investor via express courier, by electronic transfer or otherwise within
five business days after the Exercise Price was received by the Company (the
"Call Date"). The Call Notice shall set forth (i) the number of Warrant Shares
being Called, and (ii) a calculation referencing the aggregate Exercise Price
due to the Company.

      All rights of this Warrant, including the right to exercise, shall be
canceled upon the completion of the exercise of this Warrant upon a Call for
the Warrant Shares that were subject to such Call. Immediately following the
Call Date, the Investor shall surrender their original Warrant being called to
the Company, and the Company shall issue to the Investor a new Warrant
Certificate for the Warrant Shares that remain outstanding, if any. The number
of shares of Warrant Shares issuable upon the Call of this Warrant shall be
adjusted in accordance with the provisions set forth herein.

      Any Call pursuant to this Section shall not be deemed to affect or
otherwise reduce the Investor's exercise rights set forth in this Warrant,
except for the portion of the Warrant Shares being Called. The Company shall
not have the right to Call this Warrant if the Company exercises its
redemption rights in connection with shares of Stock held by the Investor. In
the event the Company fails to comply with the Call provisions set forth
herein in any manner whatsoever, it shall waive its right to perform a call in
the future.

      16. Miscellaneous.

            (a)  Issue Date; Choice of Law; Venue; Jurisdiction. The
provisions of this Warrant shall be construed and shall be given effect in all
respects as if it had been issued and delivered by the Company on the date
hereof. This Warrant shall be binding upon any successors or assigns of the
Company. This Warrant will be construed and enforced in accordance with and
governed by the laws of the State of Utah, except for matters arising under
the Act, without reference to principles of conflicts of law. Each of the
parties consents to the exclusive jurisdiction of the U.S. District Court for
the Central District of Utah in connection with any dispute arising under this
Warrant and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non conveniens, to the
bringing of any such proceeding in such jurisdiction. Each party hereby agrees
that if the other party to this Warrant obtains a judgment against it in such
a proceeding, the party which obtained such judgment may enforce same by
summary judgment in the courts of any country having jurisdiction over the
party against whom such judgment was obtained, and each party hereby waives
any defenses available to it under local law and agrees to the enforcement of
such a judgment. Each party to this Warrant irrevocably consents to the
service of process in any such proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to such party at its address
set forth herein. Nothing herein shall affect the right of any party to serve
process in any other manner permitted by law. Each party waives its right to a
trial by jury.

            (b)  Modification and Waiver. This Warrant and any provisions
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. Any amendment effected in accordance with this paragraph shall be
binding upon the Investor, each future holder of the Warrants and the Company.
No waivers of, or exceptions to, any term, condition or provision of this
Warrant, in any one or more instances, shall be deemed to be, or construed as,
a further or continuing waiver of any such term, condition or provision.

            (c)  Notices. Any notice, request or other document required or
permitted to be given or delivered to the Investor or future holders hereof or
the Company shall be personally delivered or shall be sent by certified or
registered mail, postage prepaid, to the Investor or each such holder at its
address as shown on the books of the Company or to the Company at the address
set forth in the Agreement. All notices under this Warrant shall be deemed to
have been given (i) in the case of personal delivery, on the date of such
delivery and (ii) in the case of mailing, on the fifth business day following
the date of such mailing. A party may from time to time change the address to
which notices to it are to be delivered or mailed hereunder by notice in
accordance with the provisions of this Section 18(c).

            (d)  Severability. Whenever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability shall not
affect the validity, legality or enforceability of any other provision in any
other jurisdiction or affect the validity, legality or enforceability of any
provision in any other jurisdiction, but this Warrant shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.

      IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officers thereunto duly authorized.

Dated: July 1, 2005

                                      PACIFIC WEBWORKS, INC.


                                      /s/ Kenneth W. Bell
                                  By: _______________________________
                                      Kenneth W. Bell
                                      CEO