THIS WARRANT AND THE COMMON STOCK  ISSUABLE UPON  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "ACT"),  OR ANY
OTHER  SECURITIES  LAWS AND MAY NOT BE  OFFERED  FOR  SALE,  SOLD,  TRANSFERRED,
PLEDGED  OR  HYPOTHECATED  IN  THE  ABSENCE  OF (1)  AN  EFFECTIVE  REGISTRATION
STATEMENT  COVERING  SUCH  SECURITIES  UNDER  THE ACT AND ANY  OTHER  APPLICABLE
SECURITIES  LAWS, OR (2) AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY  TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


                                 ROOMLINX, INC.

                     WARRANT TO PURCHASE ________ SHARES OF
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE


November __,  2004

Warrant No. _____


      For value received,  ROOMLINX, INC., a Nevada corporation (the "Company"),
hereby certifies that  _________________________  or its registered transferees,
successors or assigns (each person or entity holding all or part of this Warrant
being  referred to as a "Holder"),  is the  registered  holder of warrants  (the
"Warrants") to subscribe for and purchase  __________________________ shares (as
adjusted  pursuant to Section 3 hereof,  the "Warrant Shares") of the fully paid
and nonassessable common stock, par value $0.001 per share (the "Common Stock"),
of  the   Company,   at  a  purchase   price  per  share   initially   equal  to
__________________  ($______)  (the  "Warrant  Price") on or before,  5:00 P.M.,
Eastern  Time,  on the  date  which is two  years  from  the  date  hereof  (the
"Expiration Date"),  subject to the provisions and upon the terms and conditions
hereinafter  set forth.  As used in this Warrant,  the term "business day" means
any day other than a Saturday or Sunday on which commercial banks located in the
State of New Jersey  are open for the  general  transaction  of  business.  This
Warrant has been issued pursuant to a Securities Purchase Agreement, dated as of
the date hereof (the "Purchase  Agreement"),  by and between the Company and the
Holder,  as amended from time to time.  Capitalized terms used and not otherwise
defined herein have the meanings ascribed thereto in the Purchase Agreement.

      Section 1. Exercise.

            (a) Subject to the provisions  hereof,  the Holder may exercise this
Warrant,  in whole or in part and from time to time,  by the  surrender  of this
Warrant  (with the  Notice  of  Exercise  attached  hereto  as  Appendix  A duly
executed) at the principal office of the Company, or such other office or agency
of the Company as it may  reasonably  designate by written notice to the Holder,
during normal  business hours on any business day, and the payment by the Holder
by cash,  certified check payable to the Company or wire transfer of immediately
available funds to an account designated to the exercising Holder by the Company
of an amount equal to the then applicable Warrant Price multiplied by the number
of Warrant Shares then being purchased.



<PAGE>


            (b) On the date on which the Holder shall have satisfied in full the
Holder's  obligations  set forth  herein  regarding  an exercise of this Warrant
(provided such date is prior to the Expiration  Date), the Holder (or such other
person or  persons  as  directed  by the  Holder,  subject  to  compliance  with
applicable  securities  laws) shall be treated for all purposes as the holder of
record of such Warrant Shares as of the close of business on such date.

            (c) In the event of any exercise of the rights  represented  by this
Warrant,  certificates  for the  whole  number  of  shares  of  Common  Stock so
purchased  shall be  delivered to the Holder (or such other person or persons as
directed by the Holder,  subject to compliance with applicable  securities laws)
as promptly as is reasonably  practicable after such exercise,  and, unless this
Warrant has been fully exercised, a new Warrant representing the whole number of
Warrant  Shares,  if any, with respect to which this Warrant shall not then have
been  exercised  shall  also be  issued  to the  Holder  as  soon as  reasonably
practicable thereafter.

      Section 2. Reservation of Shares; Stock Fully Paid. The Company shall keep
reserved a sufficient  number of shares of the authorized and unissued shares of
Common Stock to provide for the  exercise of the rights of purchase  represented
by this Warrant in  compliance  with its terms.  All Warrant  Shares issued upon
exercise of this Warrant  shall be, at the time of delivery of the  certificates
for such Warrant  Shares upon payment in full of the Warrant  Price  therefor in
accordance  with the terms of this Warrant,  duly  authorized,  validly  issued,
fully paid and non-assessable shares of Common Stock of the Company.

      Section  3.  Adjustments  and  Distributions.   The  number  and  kind  of
securities  purchasable  upon the exercise of this Warrant and the Warrant Price
shall be subject to adjustment  from time to time upon the occurrence of certain
events, as follows:

            (a) If the Company shall at any time or from time to time while this
Warrant is  outstanding,  pay a dividend  or make a  distribution  on its Common
Stock in shares of Common  Stock,  subdivide  its  outstanding  shares of Common
Stock  into a greater  number of shares or  combine  its  outstanding  shares of
Common Stock into a smaller number of shares,  then the number of Warrant Shares
purchasable  upon  exercise  of this  Warrant  and the  Warrant  Price in effect
immediately  prior to the date upon which such  change  shall  become  effective
shall be  proportionally  adjusted by the Company so that the Holder  thereafter
exercising  this  Warrant  shall be  entitled to receive the number of shares of
Common Stock or other capital stock which the Holder would have received if this
Warrant had been fully exercised immediately prior to such event upon payment of
a Warrant  Price that has been  proportionally  adjusted to reflect  such event.
Such  adjustments  shall be made  successively  whenever  any event listed above
shall occur.



                                      -2-
<PAGE>


            (b) If any  recapitalization,  reclassification or reorganization of
the  capital  stock  of the  Company  (other  than a  change  in par  value or a
subdivision  or  combination  as provided  for in Section  3(a) above)  shall be
effected in such a manner (including,  without limitation,  in connection with a
consolidation  or merger in which the  Company is the  continuing  corporation),
that holders of Common Stock shall be entitled to receive stock, securities,  or
other  assets or property (a  "Reorganization"),  then,  as a condition  of such
Reorganization,  lawful and  adequate  provisions  shall be made by the  Company
whereby  the Holder  hereof  shall  thereafter  have the right to  purchase  and
receive (in lieu of the shares of the Common  Stock of the  Company  immediately
theretofore   purchasable  and  receivable  upon  the  exercise  of  the  rights
represented hereby) such shares of stock, securities or other assets or property
as may be issued or  payable  with  respect  to or in  exchange  for a number of
outstanding  shares of such  Common  Stock equal to the number of shares of such
Common  Stock  immediately  theretofore  purchasable  and  receivable  upon  the
exercise of the rights represented  hereby. In the event of any  Reorganization,
appropriate  provision  shall be made by the Company  with respect to the rights
and  interests  of the  Holder of this  Warrant  to the end that the  provisions
hereof (including, without limitation, provisions for adjustments of the Warrant
Price and of the number of Warrant  Shares) shall  thereafter be applicable,  in
relation to any shares of stock,  securities  or assets  thereafter  deliverable
upon the exercise hereof.

            (c) If any  consolidation  or merger  of the  Company  with  another
entity in which the  Company is not the  survivor,  or sale,  transfer  or other
disposition  of all or  substantially  all of the  Company's  assets to  another
entity shall be effected  (the "Sale of the  Company"),  then, as a condition of
such Sale of the Company,  lawful and adequate  provision  shall be made whereby
the Holder  shall  thereafter  have the right to purchase  and receive  upon the
basis and upon the  terms and  conditions  herein  specified  and in lieu of the
Warrant Shares immediately  theretofore  issuable upon exercise of this Warrant,
such  shares of stock,  securities  or assets  as would  have been  issuable  or
payable with  respect to or in exchange for a number of Warrant  Shares equal to
the number of Warrant Shares immediately  theretofore  issuable upon exercise of
this Warrant, had such Sale of the Company not taken place.

            (d) In case the Company shall fix a payment date for the making of a
distribution  to all holders of Common  Stock of evidences  of  indebtedness  or
assets  (other than  dividends  or  distributions  referred  to in Section  3(a)
hereof), or subscription  rights or warrants,  the Warrant Price to be in effect
after such payment date shall be determined by multiplying  the Warrant Price in
effect  immediately  prior to such payment date by a fraction,  the numerator of
which shall be the total number of shares of Common Stock outstanding multiplied
by the fair market value per share of Common Stock (as  determined  by the Board
in good faith)  immediately  prior to such  payment  date,  less the fair market
value (as  determined by the Board in good faith) of said assets or evidences of
indebtedness so distributed, or of such subscription rights or warrants, and the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding  multiplied  by such fair  market  value  per share of Common  Stock
immediately prior to such payment date.

      Section 4.  Mutilated or Missing  Warrants.  In case this Warrant shall be
mutilated,  lost, stolen, or destroyed,  the Company shall issue in exchange and
substitution of and upon  cancellation of the mutilated  Warrant,  or in lieu of
and  substitution  for the Warrant lost,  stolen or destroyed,  a new Warrant of
like tenor and for the  purchase  of a like number of Warrant  Shares,  but only
upon receipt of evidence  reasonably  satisfactory  to the Company of such loss,
theft or  destruction  of the  Warrant,  and with  respect to a lost,  stolen or
destroyed  Warrant,  reasonable  indemnity  or bond  with  respect  thereto,  if
requested by the Company.



                                      -3-
<PAGE>


      Section 5. Fractional  Shares.  No fractional shares of Common Stock shall
be issued in connection with any exercise or cashless exercise hereunder, and in
lieu of any  such  fractional  shares  the  Company  shall  make a cash  payment
therefor  to the  Holder (or such other  person or  persons as  directed  by the
Holder, subject to compliance with all applicable laws) based on the fair market
value (as  determined  by the Board in good faith) of a share of Common Stock on
the date of exercise or cashless exercise of this Warrant.

      Section  6.  Mandatory  Redemption.  (a)  If at  any  time  following  the
effective  date of a  registration  statement  filed  with  the  Securities  and
Exchange  Commission  covering  the Warrant  Shares,  the Fair Market  Value (as
determined  pursuant to Section  6(c)) of a share of Common  Stock shall  exceed
three (3) times the Warrant  Price.,  then the Company shall be entitled to give
notice  (the  "Redemption  Notice")  to the Holder of its intent to redeem  this
Warrant at a price equal to the number of Warrant Shares  underlying the Warrant
times the Warrant Price.

            (b) If the Holder does not duly exercise this Warrant  within thirty
(30) days of the Redemption Notice, the Company may effect the redemption on the
terms set forth in the Redemption Notice.

            (c) For  purposes of this  Section 6, the "Fair  Market  Value" of a
share of Common Stock as of a particular date (the "Valuation  Date") shall mean
the following:

            (I) if the  Common  Stock is then  listed on a  national  securities
      exchange,  the average  closing sale price of one share of Common Stock on
      such exchange over the twenty (20) trading days ending on the last trading
      day  prior to the  Valuation  Date;  provided  that if such  stock has not
      traded in the twenty (20) consecutive  trading days prior to the Valuation
      Date,  the Fair Market  Value shall be the  average  closing  price of one
      share of Common  Stock in the most recent  twenty (20) trading days during
      which the Common Stock has traded prior to the Valuation Date;

            (II) if the  Common  Stock  is then  included  in The  Nasdaq  Stock
      Market,  Inc.  ("Nasdaq"),  the average closing sale price of one share of
      Common  Stock on Nasdaq  over the twenty (20)  trading  days ending on the
      last trading day prior to the Valuation  Date or, if no closing sale price
      is available  for any of such twenty (20) trading  days,  the closing sale
      price for such day shall be  determined as the average of the high bid and
      the low ask price  quoted on  Nasdaq  as of the end of such  trading  day;
      provided  that if the  Common  Stock  has not  traded in the  twenty  (20)
      consecutive  trading  days prior to the  Valuation  Date,  the Fair Market
      Value shall be the average  closing  price of one share of Common Stock in
      the most recent twenty (20) trading days during which the Common Stock has
      traded prior to the Valuation Date;

            (III) If the Common Stock is then included in the OTC BB ("OTC BB"),
      the average  closing sale price of one share of Common Stock on the OTC BB
      over the twenty (20)  trading days ending on the last trading day prior to
      the  Valuation  Date or, if no closing sale price is available  for any of
      such twenty (20) trading  days,  the closing sale price for such day shall
      be  determined as the average of the high bid and the low ask price quoted
      on the OTC BB as of the  end of such  trading  day;  provided  that if the
      Common  Stock has not traded in the twenty (20)  consecutive  trading days
      prior to the  Valuation  Date,  the Fair Market Value shall be the average
      closing  price of one share of Common Stock in the most recent twenty (20)
      trading  days  during  which  the  Common  Stock has  traded  prior to the
      Valuation Date;



                                      -4-
<PAGE>


            (IV) if the Common Stock is then included in the "pink sheets",  the
      average  closing  sale  price of one  share of  Common  Stock on the "pink
      sheets"  over the twenty (20)  trading days ending on the last trading day
      prior to the Valuation  Date or, if no closing sale price is available for
      any of such twenty (20) trading days,  the closing sale price for such day
      shall be  determined  as the average of the high bid and the low ask price
      quoted on the "pink  sheets" as of the end of such trading  day;  provided
      that if the Common  Stock has not traded in the  twenty  (20)  consecutive
      trading days prior to the Valuation  Date,  the Fair Market Value shall be
      the average  closing price of one share of Common Stock in the most recent
      twenty (20) trading days during which the Common Stock has traded prior to
      the Valuation Date; or

            (V) if the Common Stock is not then listed on a national  securities
      exchange or quoted on Nasdaq or the OTC BB or the "pink sheets",  the Fair
      Market Value of one share of Common Stock as of the  Valuation  Date shall
      be  determined in good faith by the Board of Directors of the Company (the
      "Board").

      Section 7.  Compliance  with  Securities Act and Legends.  The Holder,  by
acceptance  hereof,  agrees that it will not offer, sell or otherwise dispose of
this Warrant,  or any shares of Common Stock to be issued upon exercise  hereof,
except  under  circumstances  which  will  not  result  in a  violation  of  the
Securities  Act,  or any state's  securities  laws.  All shares of Common  Stock
issued upon exercise of this Warrant shall be stamped or imprinted with a legend
as follows:

      THIS SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "ACT"),  OR ANY OTHER
      SECURITIES  LAWS  AND MAY NOT BE  OFFERED  FOR  SALE,  SOLD,  TRANSFERRED,
      PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF (1) AN EFFECTIVE  REGISTRATION
      STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND ANY OTHER APPLICABLE
      SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY TO
      THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

      Section 8. Rights as a Stockholder.  Except as expressly  provided in this
Warrant,  no Holder,  as such, shall be entitled to vote or receive dividends or
be deemed  the holder of Common  Stock or any other  securities  of the  Company
which may at any time be issuable on the exercise  hereof for any  purpose,  nor
shall anything contained herein be construed to confer upon the Holder, as such,
any of the rights of a  stockholder  of the Company or any right to vote for the
election of the directors or upon any matter  submitted to  stockholders  at any
meeting thereof,  or to receive notice of meetings,  or to receive  dividends or
subscription  rights or otherwise,  until this Warrant shall have been exercised
and the Warrant Shares  purchasable  upon the exercise  hereof shall have become
deliverable, as provided herein.



                                      -5-
<PAGE>


      Section 9. Amendments.  This Warrant and any provision hereof shall not be
changed,  waived,  discharged or  terminated  except by an instrument in writing
signed by the Company and the Holder,  and such  change,  waiver,  discharge  or
termination shall be binding on any future Holder.

      Section 10. Notices.  The notice  provision of the Purchase  Agreement are
expressly incorporated into this Warrant.

      Section 11.  Governing  Law. This Note is made and delivered in, and shall
be governed by the laws of, and  construed in  accordance  with the laws of, the
State of New Jersey  (without  giving  effect to the  principles of conflicts of
laws of the State of New Jersey or any other state).

      Section 12.  Acceptance.  Receipt  and  execution  of this  Warrant by the
Holder  hereof shall  constitute  acceptance  of and  agreement to the foregoing
terms and conditions.

      Section 13.  Assignment.  This  Warrant  shall not be  transferred  by the
Holder without the prior written consent of the Company.

                            [Signature page follows]




                                      -6-
<PAGE>


      IN WITNESS WHEREOF, the Company and the Holder have caused this Warrant to
be executed on their behalf by one of their officers thereunto duly authorized.

                                 ROOMLINX, INC.



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


                                      B-1

<PAGE>



                                   APPENDIX A

                               NOTICE OF EXERCISE



To:        ROOMLINX, INC.

1. The  undersigned  hereby  irrevocably  elects to purchase  [_____]  shares of
Common Stock of ROOMLINX,  INC.  pursuant to the terms of the attached  Warrant,
and tenders  herewith  payment of the purchase  price of such shares in full, by
[cash,  certified check/wire transfer,  or other form of payment approved by the
Company [select the applicable method of payment].

2. Please issue a certificate or  certificates  representing  said shares in the
name of the undersigned or in such other name or names as are specified below:


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

------------------------------
             (Name)

------------------------------
               (Address)

                               (Signature)
------------------------------

                               (Date)
------------------------------

3. Please issue a new Warrant of equivalent  form and tenor for the  unexercised
portion of the attached  Warrant in the name of the undersigned or in such other
name as is specified below:

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

Date:
      --------------------------------

(Warrantholder)
                ----------------------

Name: (Print)
              ------------------------

By:
   -----------------------------------



                                      -8-