EXHIBIT 4.5
                              Form of $1.00 Warrant


NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


                           ONSTREAM MEDIA CORPORATION

                                     WARRANT


Warrant No. [ ]                                         Dated:  ______ ___, 2005

      Onstream Media Corporation, a Florida corporation (formerly known as
Visual Data Corporation, the "Company"), hereby certifies that, for value
received, [Name of Holder] or its registered assigns (the "Holder"), is entitled
to purchase from the Company at any time and from time to time from and after
the date hereof and through and including the date that is one year from the
date of issuance hereof (the "Expiration Date"), and subject to the following
terms and conditions up to (a) a total of [ ]1 shares of common stock, $0.0001
par value per share (the "Common Stock"), of the Company (each such share, a
"Warrant Share" and all such shares, the "Warrant Shares") at an exercise price
equal to $1.00 per share (as adjusted from time to time as provided in Section
9, the "Exercise Price") and (b) an Additional Warrant in the form attached
hereto as Exhibit A, exercisable for a number of shares of Common Stock (each
such share, an "Additional Warrant Share" and all such shares, the "Additional
Warrant Shares"), calculated as set forth in Section 4(b) of this Warrant, with
an exercise price per share as set forth in the Additional Warrant. This Warrant
(this "Warrant") is one of a series of similar warrants issued pursuant to that
certain Letter Agreement, dated as of February ___, 2005, by the Company. All
such warrants are referred to herein, collectively, as the "Warrants."

      1. Definitions. In addition to the terms defined elsewhere in this
Warrant, capitalized terms that are not otherwise defined herein have the
meanings given to such terms in that certain Securities Purchase Agreement (the
"Original Purchase Agreement"), dated as of June 8, 2004, by and among the
Company and the Purchasers identified therein , together with their successors
and assigns (the "Purchasers" and together with the Company, the "Parties"), as
amended by (i) that certain First Amendment to Securities Purchase Agreement
(the "First Amendment") and (ii) that certain Addendum to Securities Purchase
Agreement (the "Addendum" and collectively with the Original Purchase Agreement
and the First Amendment, the " "Purchase Agreement").

--------
1 Number of shares equal to the principal amount of the Notes issued to the
applicable Purchaser upon such Purchaser's exercise of its Additional Investment
Right.

<PAGE>

      2. Registration of Warrant. The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.

      3. Registration of Transfers. The Company shall register the transfer of
any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto duly completed and signed,
to the Transfer Agent or to the Company at its address specified herein. Upon
any such registration or transfer, a new warrant to purchase Common Stock, in
substantially the form of this Warrant (any such new warrant, a "New Warrant"),
evidencing the portion of this Warrant so transferred shall be issued to the
transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring Holder. The
acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance by such transferee of all of the rights and obligations of a holder
of a Warrant.

      4. Exercise and Duration of Warrants.

            (a) This Warrant shall be exercisable by the registered Holder at
any time and from time to time on or after the date hereof to and including the
Expiration Date. At 5:30 P.M., New York City time on the Expiration Date, the
portion of this Warrant not exercised prior thereto shall be and become void and
of no value. Notwithstanding anything to the contrary herein, the Expiration
Date shall be extended for each day following the First Effective Date that the
First Registration Statement is not effective.

            (b) A Holder may exercise this Warrant by delivering to the Company
(i) an exercise notice, in the form attached hereto (the "Exercise Notice"),
appropriately completed and duly signed, and (ii) payment of the Exercise Price
for the number of Warrant Shares and the Additional Warrant exercisable for the
number of Additional Warrant Shares as to which this Warrant is being exercised,
and the date such items are delivered to the Company (as determined in
accordance with the notice provisions hereof) is an "Exercise Date." The number
of Additional Warrant Shares issuable upon exercise of the Additional Warrant
shall be equal to the product of 0.50 multiplied by the number of Additional
Shares as to which the Holder has exercised this Warrant, rounded up to the
nearest whole number with an exercise price of $1.65 per share and a term of
five years from the date of the grant thereof. The date of grant of the
Additional Warrant will be deemed to be the date of exercise of this Warrant.
The Holder shall not be required to deliver the original Warrant in order to
effect an exercise hereunder. Execution and delivery of the Exercise Notice
shall have the same effect as cancellation of the original Warrant and issuance
of a New Warrant evidencing the right to purchase the remaining number of
Warrant Shares.

      5. Delivery of Warrant Shares.

            (a) Upon exercise of this Warrant, the Company shall promptly (but
in no event later than three Trading Days after the Exercise Date) issue or
cause to be issued and cause to be delivered to or upon the written order of the
Holder and in such name or names as the Holder may designate, (i) a certificate
for the Warrant Shares issuable upon such exercise, free of restrictive legends
unless a registration statement covering the resale of the Warrant Shares and
naming the Holder as a selling stockholder thereunder is not then effective and
the Warrant Shares are not freely transferable without volume restrictions
pursuant to Rule 144 under the Securities Act, and (ii) an Additional Warrant
exercisable for the appropriate number of Additional Warrant Shares as
calculated pursuant to Section 4(b) hereof. The Holder, or any Person so
designated by the Holder to receive Warrant Shares and the Additional Warrant,
shall be deemed to have become holder of record of such Warrant Shares and the
Additional Warrant as of the Exercise Date. The Company shall, upon request of
the Holder, use its best efforts to deliver Warrant Shares hereunder
electronically through the Depository Trust Corporation or another established
clearing corporation performing similar functions.

                                       2
<PAGE>

            (b) This Warrant is exercisable, either in its entirety or, from
time to time, for a portion of the number of Warrant Shares and an Additional
Warrant exercisable for the appropriate number of Additional Warrant Shares as
calculated pursuant to Section 4(b) hereof. Upon surrender of this Warrant
following one or more partial exercises, the Company shall issue or cause to be
issued, at its expense, a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares and an Additional Warrant exercisable for the
appropriate number of Additional Warrant Shares in respect thereof as calculated
pursuant to Section 4(b) hereof.

            (c) In addition to any other rights available to a Holder, if the
Company fails to deliver to the Holder a certificate representing Warrant Shares
and an Additional Warrant by the third Trading Day after the date on which
delivery of such certificate is required by this Warrant, and if after such
third Trading Day the Holder purchases (in an open market transaction or
otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
Holder of the Warrant Shares or Additional Warrant Shares that the Holder
anticipated receiving from the Company (a "Buy-In"), then the Company shall,
within three Trading Days after the Holder's request and in the Holder's
discretion, either (i) pay cash to the Holder in an amount equal to the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased (the "Buy-In Price"), at which point the Company's
obligation to deliver such certificate (and to issue such Common Stock) shall
terminate, or (ii) promptly honor its obligation to deliver to the Holder a
certificate or certificates representing such Common Stock and pay cash to the
Holder in an amount equal to the excess (if any) of the Buy-In Price minus the
product of (A) such number of shares of Common Stock, times (B) the Closing
Price on the date of the event giving rise to the Company's obligation to
deliver such certificate.

            (d) The Company's obligations to issue and deliver Warrant Shares
and the Additional Warrant subject to and in accordance with the terms hereof
are absolute and unconditional, irrespective of any action or inaction by the
Holder, other than in the event the issuing and/or delivering of such Warrant
Shares to the Holder would result in a violation of law, to enforce the same,
any waiver or consent with respect to any provision hereof, the recovery of any
judgment against any Person or any action to enforce the same, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder or any other Person of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other Person, and
irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of
Warrant Shares and the Additional Warrant. Nothing herein shall limit a Holder's
right to pursue any other remedies available to it hereunder, at law or in
equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company's failure to timely deliver the
Additional Warrant or certificates representing shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.

      6. Charges, Taxes and Expenses. Issuance and delivery of certificates for
shares of Common Stock upon exercise of this Warrant and of the Additional
Warrant shall be made without charge to the Holder for any issue or transfer
tax, withholding tax, transfer agent fee or other incidental tax or expense in
respect of the issuance of such certificates and the Additional Warrant, all of
which taxes and expenses shall be paid by the Company; provided, however, that
the Company shall not be required to pay any tax which may be payable in respect
of any transfer involved in the registration of any certificates for Warrant
Shares or the Additional Warrant in a name other than that of the Holder or an
Affiliate thereof. The Holder shall be responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares or the Additional Warrant upon exercise hereof.

                                       3
<PAGE>

      7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity, if requested. Applicants for a New Warrant under such
circumstances shall also comply with such other reasonable regulations and
procedures and pay such other reasonable third-party costs as the Company may
prescribe.

      8. Reservation of Warrant Shares and Additional Warrant Shares. The
Company covenants that it will at all times reserve and keep available out of
the aggregate of its authorized but unissued and otherwise unreserved Common
Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided and to issue Additional Warrant
Shares upon exercise of the Additional Warrant as provided therein, the number
of Warrant Shares which are then issuable and deliverable upon the exercise of
this entire Warrant or the Additional Warrant, free from preemptive rights or
any other contingent purchase rights of persons other than the Holder (taking
into account the adjustments and restrictions of Section 9 of each of this
Warrant and the Additional Warrant). The Company covenants that all Warrant
Shares and Additional Warrant Shares so issuable and deliverable shall, upon
issuance and the payment of the applicable Exercise Price in accordance with the
terms hereof, be duly and validly authorized, issued and fully paid and
nonassessable. The Company will take all such action as may be 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
securities exchange or automated quotation system upon which the Common Stock
may be listed.

      9. Certain Adjustments. The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 9.

            (a) Stock Dividends and Splits. If the Company, at any time while
this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or
otherwise makes a distribution on any class of capital stock that is payable in
shares of Common Stock other than the shares issuable as dividends on the A-10
Preferred Stock of the Company, (ii) subdivides outstanding shares of Common
Stock into a larger number of shares, or (iii) combines outstanding shares of
Common Stock into a smaller number of shares, then in each such case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment made pursuant to clause
(i) of this paragraph shall become effective immediately after the record date
for the determination of stockholders entitled to receive such dividend or
distribution, and any adjustment pursuant to clause (ii) or (iii) of this
paragraph shall become effective immediately after the effective date of such
subdivision or combination.

            (b) Pro Rata Distributions. If the Company, at any time while this
Warrant is outstanding, distributes to holders of Common Stock (i) evidences of
its indebtedness, (ii) any security (other than a distribution of Common Stock
covered by the preceding paragraph), (iii) rights or warrants to subscribe for
or purchase any security, or (iv) any other asset (in each case, "Distributed
Property"), then in each such case the Exercise Price in effect immediately
prior to the record date fixed for determination of stockholders entitled to
receive such distribution shall be adjusted (effective on such record date) to
equal the product of such Exercise Price times a fraction of which the
denominator shall be the average of the Closing Prices for the five Trading Days
immediately prior to (but not including) such record date and of which the
numerator shall be such average less the then fair market value of the
Distributed Property distributed in respect of one outstanding share of Common
Stock, as determined by the Company's independent certified public accountants
that regularly examine the financial statements of the Company, (an
"Appraiser"). In such event, the Holder, after receipt of the determination by
the Appraiser, shall have the right to select an additional appraiser (which
shall be a nationally recognized accounting firm), in which case such fair
market value shall be deemed to equal the average of the values determined by
each of the Appraiser and such appraiser. As an alternative to the foregoing
adjustment to the Exercise Price, at the request of the Holder delivered before
the 90th day after such record date, the Company will deliver to such Holder,
within five Trading Days after such request (or, if later, on the effective date
of such distribution), the Distributed Property that such Holder would have been
entitled to receive in respect of the Warrant Shares for which this Warrant
could have been exercised immediately prior to such record date. If such
Distributed Property is not delivered to a Holder pursuant to the preceding
sentence, then upon expiration of or any exercise of the Warrant that occurs
after such record date, such Holder shall remain entitled to receive, in
addition to the Warrant Shares otherwise issuable upon such exercise (if
applicable), such Distributed Property.

                                       4
<PAGE>

            (c) Fundamental Transactions. If, at any time while this Warrant is
outstanding, (i) the Company effects any merger or consolidation of the Company
with or into another Person in which it is not the surviving entity, (ii) the
Company effects any sale of all or substantially all of its assets in one or a
series of related transactions, (iii) any tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for
other securities, cash or property, or (iv) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property (other than as a result of a subdivision or
combination of shares of Common Stock covered by Section 9(a) above) (in any
such case, a "Fundamental Transaction"), then the Holder shall have the right
thereafter to receive, upon exercise of this Warrant, the same amount and kind
of securities, cash or property as it would have been entitled to receive upon
the occurrence of such Fundamental Transaction if it had been, immediately prior
to such Fundamental Transaction, the holder of the number of Warrant Shares then
issuable upon exercise in full of this Warrant (the "Alternate Consideration").
The aggregate Exercise Price for this Warrant will not be affected by any such
Fundamental Transaction, but the Company shall apportion such aggregate Exercise
Price among the Alternate Consideration in a reasonable manner reflecting the
relative value of any different components of the Alternate Consideration. If
holders of Common Stock are given any choice as to the securities, cash or
property to be received in a Fundamental Transaction, then the Holder shall be
given the same choice as to the Alternate Consideration it receives upon any
exercise of this Warrant following such Fundamental Transaction. In the event of
a Fundamental Transaction, the Company or the successor or purchasing Person, as
the case may be, shall execute with the Holder a written agreement providing
that:

            (x) this Warrant shall thereafter entitle the Holder to purchase the
      Alternate Consideration in accordance with this section 9(c),

            (y) in the case of any such successor or purchasing Person, upon
      such consolidation, merger, statutory exchange, combination, sale or
      conveyance such successor or purchasing Person shall be jointly and
      severally liable with the Company for the performance of all of the
      Company's obligations under this Warrant and the Transaction Documents,
      and

            (z) if registration or qualification is required under the Exchange
      Act or applicable state law for the public resale by the Holder of shares
      of stock and other securities so issuable upon exercise of this Warrant,
      such registration or qualification shall be completed prior to such
      reclassification, change, consolidation, merger, statutory exchange,
      combination or sale.

If, in the case of any Fundamental Transaction, the Alternate Consideration
includes shares of stock, other securities, other property or assets of a Person
other than the Company or any such successor or purchasing Person, as the case
may be, in such Fundamental Transaction, then such written agreement shall also
be executed by such other Person and shall contain such additional provisions to
protect the interests of the Holder as the Board of Directors of the Company
shall reasonably consider necessary by reason of the foregoing. At the Holder's
request, any successor to the Company or surviving entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with the
foregoing provisions and evidencing the Holder's right to purchase the Alternate
Consideration for the aggregate Exercise Price upon exercise thereof. The terms
of any agreement pursuant to which a Fundamental Transaction is effected shall
include terms requiring any such successor or surviving entity to comply with
the provisions of this paragraph (c) and insuring that the Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction. If any Fundamental Transaction
constitutes or results in a Change of Control, then at the request of the Holder
delivered before the 90th day after such Fundamental Transaction, the Company
(or any such successor or surviving entity) will purchase the Warrant from the
Holder for a purchase price, payable in cash within five Trading Days after such
request (or, if later, on the effective date of the Fundamental Transaction),
equal to the Black-Scholes value of the remaining unexercised portion of this
Warrant on the date of such request.

                                       5
<PAGE>

            (d) Subsequent Equity Sales.

                  (i) If, at any time while this Warrant is outstanding, the
      Company or any Subsidiary issues additional shares of Common Stock or
      rights, warrants, options or other securities or debt convertible,
      exercisable or exchangeable for shares of Common Stock or otherwise
      entitling any Person to acquire shares of Common Stock (collectively,
      "Common Stock Equivalents") at a price (exclusive of commissions payable
      by the Company in connection therewith) per share of Common Stock (the
      "Effective Price") less than the Exercise Price (as adjusted hereunder to
      such date), then the Exercise Price shall be reduced to equal the product
      of (A) the Exercise Price in effect immediately prior to such issuance of
      Common Stock or Common Stock Equivalents times (B) a fraction, the
      numerator of which is the sum of (1) the number of shares of Common Stock
      outstanding immediately prior to such issuance, plus (2) the number of
      shares of Common Stock which the aggregate Effective Price of the Common
      Stock issued (or deemed to be issued) would purchase at the Exercise
      Price, and the denominator of which is the aggregate number of shares of
      Ordinary Shares outstanding or deemed to be outstanding immediately after
      such issuance. For purposes of this paragraph, in connection with any
      issuance of any Common Stock Equivalents, (A) the maximum number of shares
      of Common Stock potentially issuable at any time upon conversion, exercise
      or exchange of such Common Stock Equivalents (the "Deemed Number") shall
      be deemed to be outstanding upon issuance of such Common Stock
      Equivalents, (B) the Effective Price applicable to such Common Stock shall
      equal the minimum dollar value of consideration payable to the Company to
      purchase such Common Stock Equivalents and to convert, exercise or
      exchange them into Common Stock (net of any discounts, fees, commissions
      and other expenses), divided by the Deemed Number, and (C) no further
      adjustment shall be made to the Exercise Price upon the actual issuance of
      Common Stock upon conversion, exercise or exchange of such Common Stock
      Equivalents.

                  (ii) If, at any time while this Warrant is outstanding, the
      Company or any Subsidiary issues Common Stock Equivalents with an
      Effective Price or a number of underlying shares that floats or resets or
      otherwise varies or is subject to adjustment based (directly or
      indirectly) on market prices of the Common Stock (a "Floating Price
      Security"), then for purposes of applying the preceding paragraph in
      connection with any subsequent exercise, the Effective Price will be
      determined separately on each Exercise Date and will be deemed to equal
      the lowest Effective Price at which any holder of such Floating Price
      Security is entitled to acquire Common Stock on such Exercise Date
      (regardless of whether any such holder actually acquires any shares on
      such date).

                  (iii) Notwithstanding the foregoing, no adjustment will be
      made under this paragraph (d) in respect of any shares of Common Stock
      issued or issuable (A) upon exercise, conversion or exchange of any Common
      Stock Equivalents described in Schedule 3.1(g) of the Purchase Agreement
      (provided that such exercise of conversion occurs in accordance with the
      terms thereof, without amendment or modification); (B) to officers,
      directors or employees of, or advisers, consultants or independent
      contractors acting in a similar capacity to, the Company pursuant to
      restricted stock issuances, stock grants, stock options or similar
      employee stock incentives, in each case approved by the Board of Directors
      of the Company; or (C) the issuance of securities in connection with a
      bona fide joint venture or development agreement or strategic partnership
      or similar agreement approved by the Company's board of directors, the
      primary purpose of which is not to raise equity capital.

                                       6
<PAGE>

            (e) Number of Warrant Shares. Simultaneously with any adjustment to
the Exercise Price pursuant to paragraphs (a), (b) or (d) of this Section, the
number of Warrant Shares that may be purchased upon exercise of this Warrant
shall be increased or decreased proportionately, so that after such adjustment
the aggregate Exercise Price payable hereunder for the increased or decreased
number of Warrant Shares shall be the same as the aggregate Exercise Price in
effect immediately prior to such adjustment.

            (f) Calculations. All calculations under this Section 9 shall be
made to the nearest cent or the nearest 1/100th of a share, as applicable. The
number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Company, and the disposition
of any such shares shall be considered an issue or sale of Common Stock.

            (g) Notice of Adjustments. Upon the occurrence of each adjustment
pursuant to this Section 9, the Company at its expense will promptly compute
such adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable upon exercise of this Warrant (as applicable), describing the
transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based. Upon written request, the Company will
promptly deliver a copy of each such certificate to the Holder and to the
Company's Transfer Agent.

            (h) Notice of Corporate Events. If the Company (i) declares a
dividend or any other distribution of cash, securities or other property in
respect of its Common Stock, including without limitation any granting of rights
or warrants to subscribe for or purchase any capital stock of the Company or any
Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating
or solicits stockholder approval for any Fundamental Transaction or (iii)
authorizes the voluntary dissolution, liquidation or winding up of the affairs
of the Company, then the Company shall deliver to the Holder a notice describing
the material terms and conditions of such transaction, at least 20 calendar days
prior to the applicable record or effective date on which a Person would need to
hold Common Stock in order to participate in or vote with respect to such
transaction, and the Company will take all steps reasonably necessary in order
to insure that the Holder is given the practical opportunity to exercise this
Warrant prior to such time so as to participate in or vote with respect to such
transaction; provided, however, that the failure to deliver such notice or any
defect therein shall not affect the validity of the corporate action required to
be described in such notice.

      10. Payment of Exercise Price. The Holder shall pay the Exercise Price in
immediately available funds.

                                       7
<PAGE>

      11. Limitation on Exercise. Notwithstanding anything to the contrary
contained herein, the number of shares of Common Stock that may be acquired by
the Holder upon any exercise of this Warrant (or otherwise in respect hereof)
shall be limited to the extent necessary to insure that, following such exercise
(or other issuance), the total number of shares of Common Stock then
beneficially owned by such Holder and its Affiliates and any other Persons whose
beneficial ownership of Common Stock would be aggregated with the Holder's for
purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% (the
"Maximum Percentage") of the total number of issued and outstanding shares of
Common Stock (including for such purpose the shares of Common Stock issuable
upon such exercise). For such purposes, beneficial ownership shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. Each delivery of an Exercise Notice
hereunder will constitute a representation by the Holder that it has evaluated
the limitation set forth in this paragraph and determined that issuance of the
full number of Warrant Shares requested in such Exercise Notice is permitted
under this paragraph. The Company's obligation to issue shares of Common Stock
in excess of the limitation referred to in this Section shall be suspended (and
shall not terminate or expire notwithstanding any contrary provisions hereof)
until such time, if any, as such shares of Common Stock may be issued in
compliance with such limitation. The Holder shall have the right (x) at any time
and from time to time to reduce its Maximum Percentage immediately upon notice
to the Company in the event and only to the extent that Section 16 of the
Exchange Act or the rules promulgated thereunder (or any successor statute or
rules) is changed to reduce the beneficial ownership percentage threshold
thereunder to a percentage less than 9.99%.

      12. Fractional Shares. The Company shall not be required to issue or cause
to be issued fractional Warrant Shares on the exercise of this Warrant. If any
fraction of a Warrant Share would, except for the provisions of this Section, be
issuable upon exercise of this Warrant, the number of Warrant Shares to be
issued will be rounded up to the nearest whole share.

      13. Notices. Any and all notices or other communications or deliveries
hereunder (including without limitation any Exercise Notice) shall be in writing
and shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section prior to 6:30 p.m. (New York City
time) on a Trading Day, (ii) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or
later than 6:30 p.m. (New York City time) on any Trading Day, (iii) the Trading
Day following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices or communications shall be as
set forth in the Purchase Agreement.

      14. Warrant Agent. The Company shall serve as warrant agent under this
Warrant. Upon 30 days' notice to the Holder, the Company may appoint a new
warrant agent. Any corporation into which the Company or any new warrant agent
may be merged or any corporation resulting from any consolidation to which the
Company or any new warrant agent shall be a party or any corporation to which
the Company or any new warrant agent transfers substantially all of its
corporate trust or stockholders services business shall be a successor warrant
agent under this Warrant without any further act. Any such successor warrant
agent shall promptly cause notice of its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

                                       8
<PAGE>

      15. Miscellaneous.

            (a) Subject to the restrictions on transfer set forth on the first
page hereof, this Warrant may be assigned by the Holder. This Warrant may not be
assigned by the Company except to a successor in the event of a Fundamental
Transaction. This Warrant shall be binding on and inure to the benefit of the
parties hereto and their respective successors and assigns. Subject to the
preceding sentence, nothing in this Warrant shall be construed to give to any
Person other than the Company and the Holder any legal or equitable right,
remedy or cause of action under this Warrant. This Warrant may be amended only
in writing signed by the Company and the Holder and their successors and
assigns.

            (b) The Company will not, by amendment of its governing documents or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Holder against impairment. Without limiting the
generality of the foregoing, the Company (i) will not increase the par value of
any Warrant Shares or Additional Warrant Shares above the amount payable
therefor on such exercise, (ii) will take all such action as may be reasonably
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable Warrant Shares and an Additional Warrant on the
exercise of this Warrant, and (iii) will not close its stockholder books or
records in any manner which interferes with the timely exercise of this Warrant.

            (C) GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. ALL QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF
NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED
HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION
DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT,
ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY
(WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES
TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD
AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN
SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER
PERMITTED BY LAW. THE COMPANY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

            (d) The headings herein are for convenience only, do not constitute
a part of this Warrant and shall not be deemed to limit or affect any of the
provisions hereof.

            (e) In case any one or more of the provisions of this Warrant shall
be invalid or unenforceable in any respect, the validity and enforceability of
the remaining terms and provisions of this Warrant shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon a valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]

                                       9
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its authorized officer as of the date first indicated above.


                                 ONSTREAM MEDIA CORPORATION


                                 By:_____________________________
                                 Name:___________________________
                                 Title:__________________________

                                       10
<PAGE>

                             FORM OF EXERCISE NOTICE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock and an Additional Warrant under the foregoing Warrant)

To:  ONSTREAM MEDIA CORPORATION

The undersigned is the Holder of Warrant No. _______ (the "Warrant") issued by
Onstream Media Corporation, a Florida corporation (the "Company"). Capitalized
terms used herein and not otherwise defined have the respective meanings set
forth in the Warrant.

1.    The Warrant is currently exercisable to purchase a total of ______________
      Warrant Shares and an Additional Warrant exercisable to purchase a total
      of _________ Additional Warrant Shares.

2.    The undersigned Holder hereby exercises its right to purchase
      _________________ Warrant Shares and an Additional Warrant exercisable for
      ___________ Additional Warrant Shares pursuant to the Warrant.

3.    The Holder shall pay the sum of $____________ to the Company in accordance
      with the terms of the Warrant.

4.    Pursuant to this exercise, the Company shall deliver to the holder
      _______________ Warrant Shares and an Additional Warrant exercisable for
      ________ Additional Warrant Shares in accordance with the terms of the
      Warrant.

5.    Following this exercise, the Warrant shall be exercisable to purchase a
      total of ______________ Warrant Shares.


Dated: _____________________, _______          Name of Holder:

                                               (Print)_________________________

                                               By:_____________________________
                                               Name:___________________________
                                               Title:__________________________

                                               (Signature must conform in all
                                               respects to name of holder as
                                               specified on the face of the
                                               Warrant)

                                       11
<PAGE>

                               FORM OF ASSIGNMENT

      [To be completed and signed only upon transfer of Warrant]

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________ the right represented by the within
Warrant to purchase ____________ shares of Common Stock of Onstream Media
Corporation to which the within Warrant relates and appoints ________________
attorney to transfer said right on the books of Onstream Media Corporation with
full power of substitution in the premises.



Dated: _____________________, _______
                                                -------------------------------
                                                (Signature must conform in all
                                                respects to name of holder as
                                                specified on the face of the
                                                Warrant)

                                                -------------------------------
                                                Address of Transferee

                                                -------------------------------

                                                -------------------------------

In the presence of:


-------------------------------


                                       12
<PAGE>

                                    EXHIBIT A

                           Form of Additional Warrant


                                       13