This Warrant can be exercised on or after__________ .
           This Warrant will expire if not exercised prior to 3:30 PM
                           Pacific Time on __________

                                                               CUSIP ___________

                               EARTHNETMEDIA, INC.
                         COMMON STOCK PURCHASE WARRANT D

THIS CERTIFIES THAT                         or his/her assignee, is the owner of
                D Warrants each of which entitles the owner thereof to purchase,
during the period commencing from the date of the conclusion of the Offering and
expiring at the close of business twelve months  thereafter,  one fully paid and
non-assessable share of Common Stock, par value $0.001, of EarthNetMedia,  Inc.,
a Nevada  Corporation,  (hereinafter  called the "Company")  upon payment of the
Warrant price.  The Warrant price shall be $2.25 per share. The Warrant Price is
payable,  upon the exercise of the Warrant.  No adjustment shall be made for any
dividends on any shares of Common Stock issuable upon exercise of this Warrant.

In the event that this  Warrant is exercised in respect of less than all of such
shares,  a new Warrant for the remaining number of such shares will be issued on
such surrender.

This  Warrant is issued under and the rights  represented  hereby are subject to
the terms and provisions  provided for in the  Underwriting and to all the terms
and  provisions of which the  registered  holder of this Warrant,  by acceptance
hereof, assents.

This  Warrant  is  transferable  at the  office  of the  Transfer  Agent  by the
registered holder upon surrender of this Warrant.  Upon any such transfer, a new
Warrant,  or  new  Warrants  of  different  denominations,  of  like  tenor  and
representing  in the  aggregate the right to purchase a like number of shares of
Common Stock will be issued to the Transferee in exchange for this Warrant.

If this Warrant shall be surrendered for exercise within any period during which
the  transfer  books for Common Stock of the Company are closed for any purpose,
the  Company  shall not be required to make  delivery  of  certificates  for the
securities  purchasable  upon such  exercise  until the date of the reopening of
said transfer books.

The  holder of this  Warrant  shall not be  entitled  to any of the  rights of a
stockholder of the Company prior to the exercise hereof.

IN WITNESS WHEREOF,  EarthNetMedia,  Inc. has caused the facsimile signatures of
its  President  and  Secretary  to be printed  hereon and the  facsimile  of its
corporate seal to be affixed hereunto and attested to by the Transfer Agent.


Dated: __________________________________________________

Countersigned:
Pacific Stock Transfer Company              EarthNetMedia, Inc.
5844 S. Pecos Road, Suite D                 222 Amalfi Drive
Las Vegas, NV 89120                         Santa Monica, CA 90402

By: ____________________________            By: ________________________________
    Warrant Agent and                           Alie Chang, President
    Registrar Authorized Officer

                                            By:_________________________________
                                               Angi Ma, Secretary