THIS  NOTE HAS  BEEN  ACQUIRED  FOR  INVESTMENT  PURPOSES  ONLY AND HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR UNDER ANY  APPLICABLE  STATE  SECURITIES  LAWS.  THIS NOTE MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED OR PLEDGED,  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE  STATE SECURITIES LAWS, OR
UPON  RECEIPT  OF AN OPINION OF COUNSEL  SATISFACTORY  TO THE  COMPANY  THAT THE
PROPOSED TRANSFER MAY BE EFFECTED WITHOUT  REGISTRATION UNDER THE SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS.

THIS NOTE IS  SUBJECT  TO THE  TERMS AND  PROVISIONS  OF A  SECURITIES  PURCHASE
AGREEMENT,  AS  AMENDED  FROM  TIME  TO  TIME,  AMONG  ROOMLINX,  INC.  AND  THE
SIGNATORIES THERETO AND IS ENTITLED TO THE BENEFITS THEREOF.

                                 ROOMLINX, INC.

                                    10% NOTE


                                                          Hackensack, New Jersey
                                                               ___________, 2004

$----------

      SECTION  1.General.   For  value  received,   RoomLinX,   Inc.,  a  Nevada
corporation  (the "Payor"),  hereby promises to pay [__________] or assigns (the
"Payee")  on the earlier of (x) one hundred and eighty days from the date hereof
or (ii) the date on which Payor's Board of Directors  determines  that Payor has
consummated a business  combination  pursuant to which ultimate control of Payor
has changed (the "Maturity Date"), the principal amount of ____________  Dollars
($_______).  The Payor shall pay interest on the unpaid balance of the principal
amount of this  Note at the rate of ten  percent  (10%) per annum  from the date
hereof, such interest to be payable as of the Maturity Date. Upon the occurrence
of an Event of Default,  the Payee may elect (with the consent of the  holder(s)
of a majority of the  aggregate  outstanding  principal  amount of the Notes) to
impose a default interest rate of eighteen percent (18%) per annum (the "Default
Interest Rate") by giving written notice of such election to the Payor,  and the
Default  Interest Rate shall continue to be the interest rate on this Note until
the Event of Default has been  remedied  or properly  waived by the Payee and no
other Event of Default is  continuing  unremedied  or unwaived and provided that
the Note has not been  accelerated.  The Interest Rate and the Default  Interest
Rate (as  applicable)]  shall be computed on the basis of a 360-day year and the
actual number of days elapsed.




<PAGE>


      The  principal  of, and  interest  on,  this Note shall be payable by wire
transfer  of  immediately  available  funds to the  account  of the  Payee or by
certified or official  bank check  payable to the Payee,  mailed to the Payee at
the  address of the Payee as set forth on the records of the Payor or such other
address as shall be designated  in writing by the Payee to the Payor.  This Note
is being  issued  pursuant  to the  Securities  Purchase  Agreement  dated as of
_______,  2004 (the "Purchase  Agreement"),  between the Payor and the Payee, as
amended  from time to time.  Capitalized  terms used and not  otherwise  defined
herein have the meanings ascribed thereto in the Purchase Agreement.

      SECTION 2. Prepayment.  This Note may be prepaid in whole or in part prior
to the Maturity Date.

      SECTION  3.  Defaults.  In case of the  happening  of any Event of Default
described in the Purchase  Agreement,  then the  indebtedness  evidenced by this
Note  shall  become  due and  payable to the  extent  provided  in the  Purchase
Agreement.

      SECTION 4.  Defenses.  The  Obligations of the Payor under this Note shall
not be subject  to  reduction,  limitation,  impairment,  termination,  defense,
set-off, counterclaim or recoupment for any reason.

      SECTION 5.  Extension of Maturity.  Should the principal of or interest on
this Note become due and payable on other than a business day, the Maturity Date
thereof shall be extended to the next succeeding  business day, and, in the case
of  principal,  interest  shall be payable  thereon at the rate per annum herein
specified during such extension. A "business day" shall mean any day that is not
a Saturday, Sunday, or legal holiday in the State of New Jersey.

      SECTION  6.  Waivers.  The Payor  hereby  waives  presentment,  demand for
payment, notice of dishonor,  notice of protest and all other notices or demands
in connection  with the  delivery,  acceptance,  performance  or default of this
Note. No delay by the Payee in  exercising  any power or right  hereunder  shall
operate  as a waiver  of any power or right,  nor  shall any  single or  partial
exercise of any power or right preclude other or further  exercise  thereof,  or
the exercise  thereof,  or the exercise of any other power or right hereunder or
otherwise; and no waiver whatsoever or modification of the terms hereof shall be
valid  unless  set forth in writing by the Payee and then only to the extent set
forth therein.

      SECTION 7. Amendments.  No provision of this Note may be amended or waived
except with the consent of the Payor and the Payee.

      SECTION 8. Governing Law. This Note is made and delivered in, and shall be
governed  by and  construed  in  accordance  with the laws of,  the State of New
Jersey (without giving effect to principles of conflicts of laws of the State of
New Jersey or any other state).

      SECTION 9. Notices.  The notice  provisions of the Purchase  Agreement are
expressly incorporated into this Note.



                                      -2-
<PAGE>


      IN WITNESS WHEREOF,  the Payor has caused this Note to be duly executed by
its duly authorized officer as of the date first written above.


                                 ROOMLINX, INC.


                                 By:
                                     --------------------------------
                                     Name:
                                     Title: