EXHIBIT
4.28

    

     

    AMENDMENT
TO

    WARRANT
FOR THE PURCHASE OF

    SHARES
OF COMMON STOCK OF ACTIVEWORLDS CORP.

    
      


      This Amendment is made as of December
16, 2009 (this “Amendment”) to that certain Warrant for the Purchase of Shares
of Common Stock of Activeworlds Corp. made and entered into as of October 6,
2008 by and among Activeworlds Corp. (the “Company”) and Darryl Cramer (the
“Holder”) (the “Warrant”).



    RECITALS

    
      


      A.           WHEREAS,
on October 6, 2008, the Company issued the Warrant to the Holder granting the
Holder the right to purchase 125,000 shares of the Company’s common stock at an
exercise price of $0.16 per share;

    

    


    B.          WHEREAS,
in connection with the acquisition by the Company of Dragon Lead Group Limited,
the Holder has agreed to increase the Exercise Price of the Warrant;
and

    


    C.          WHEREAS,
capitalized terms not defined herein shall have the meanings ascribed to them in
the Warrant.

    


    NOW,
THEREFORE, in consideration of the premises, the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

    


    Section
1.       Increase in Exercise
Price.

    
      


      The
Holder agrees that the Exercise Price of the Warrant is hereby increased
from $0.16 per share to $0.5976 per share.

    

    


    Section
2.       No Other Changes.

    


    Except as set forth herein, there are
no other modifications, amendments or changes to the Warrant and such agreement
shall continue in full force and effect, as amended herein.

    


    Section
3.       Entire Agreement.

    


    This
Amendment constitutes the entire agreement among the parties hereto with respect
to the subject matter hereof, supersedes and is in full substitution for any and
all prior agreements and understandings among them relating to such subject
matter.

     

    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

     

    Section
4.       Counterparts.

     

    For the
convenience of the parties, any number of counterparts of this Amendment may be
executed by any one or more parties hereto, and each such executed counterpart
shall be, and shall be deemed to be, an original, but all of which shall
constitute, and shall be deemed to constitute, in the aggregate but one and the
same instrument.

    


    Section
5.       Severability.

    


    In the
event that any one or more of the provisions contained in this Amendment or in
any other instrument referred to herein, shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, then to the maximum extent
permitted by law, such invalidity, illegality or unenforceability shall not
affect any other provision of this Amendment or any other such
instrument.  Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part
of this Amendment a provision as similar in terms to such invalid or
unenforceable provision as may be possible and be valid and
enforceable.

    


    IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
as of the day and year first written above.

    


    
      
        
          
            
              	 
      	
                      ACTIVEWORLDS
      CORP.

                    
	 
      	 
      
	 
      	
                      By:  /s/
      Paul Goodman

                    
	 
      	
                      Name:
      Paul Goodman

                      Title:
      President

                    
	 
      	 
      
	 
      	
                      HOLDER

                    
	 	 
	 
      	/s/
      Darryl Cramer
	 
      	
                      
                        Name:
      Darryl
Cramer

                      

                    


            

          

        

      

    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    THIS
WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS,
HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED
FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN
EFFECT, OR IN THE OPINION OF COUNSEL TO THE ISSUER OF THESE SECURITIES, SUCH
REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS
NOT REQUIRED.

     

    Date:
October 6, 2008

     

    WARRANT
FOR THE PURCHASE OF SHARES OF

     

    COMMON
STOCK OF ACTIVEWORLDS CORP.

     

    
      THIS IS TO CERTIFY that, for value
received, Daryl B. Cramer, his successors and assigns (collectively, the
“Holder” or “Holders”), are entitled to purchase, subject to the terms and
conditions hereinafter set forth, 125,000 shares of Activeworlds Corp. a
Delaware corporation (the “Company”) common stock, $0.001 par value per share
(“Common Stock”), and to receive certificates for the Common Stock so
purchased.  The exercise price of this Warrant is $0.16 per share (the “Exercise
Price”).



    1.           Exercise
Period.  This Warrant shall become exercisable by the Holders
beginning upon the  date of this Warrant and ending at 5:00 p.m., New
York, New York time, five years from the date of this Warrant (the “Exercise
Period”). This Warrant will terminate automatically and immediately upon the
expiration of the Exercise Period.

    


    2.           Exercise of Warrant; Cashless
Exercise.   This Warrant may be exercised, in whole or in
part, at any time and from time to time during the Exercise
Period.  Such exercise shall be accomplished by tender to the Company
of an amount equal to the Exercise Price multiplied by number of underlying
shares being purchased (the “Purchase Price”), either (a) in cash, by wire
transfer or by certified check or bank cashier’s check, payable to the order of
the Company, or (b) by surrendering such number of shares of Common Stock
received upon exercise of this Warrant with an aggregate Fair Market Value (as
defined below) equal to the Purchase Price (as described in the following
paragraph (a “Cashless Exercise”), together with presentation and surrender to
the Company of this Warrant with an executed subscription agreement in
substantially the form attached hereto as Exhibit A (the
“Subscription”). Upon receipt of the foregoing, the Company will deliver to the
Holders, as promptly as possible, a certificate or certificates representing the
shares of Common Stock so purchased, registered in the name of the Holders or
its transferee (as permitted under Section 3 below).  With respect to
any exercise of this Warrant, the Holders will for all purposes be deemed to
have become the holder of record of the number of shares of Common Stock
purchased hereunder on the date a properly executed Subscription and payment of
the Purchase Price is received by the Company (the “Exercise Date”),
irrespective of the date of delivery of the certificate evidencing such shares,
except that, if the date of such receipt is a date on which the stock transfer
books of the Company are closed, such person will be deemed to have become the
holder of such shares at the close of business on the next succeeding date on
which the stock transfer books are open.  Fractional shares of Common
Stock will not be issued upon the exercise of this Warrant.  In lieu
of any fractional shares that would have been issued but for the immediately
preceding sentence, the Holders will be entitled to receive cash equal to the
current market price of such fraction of a share of Common Stock on the trading
day immediately preceding the Exercise Date.  In the event this
Warrant is exercised in part, the Company shall issue a new Warrant to the
Holders covering the aggregate number of shares of Common Stock as to which this
Warrant remains exercisable for.


    
      
         


      

      
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    If the
Holders elect to conduct a Cashless Exercise, the Company shall cause to be
delivered to the Holder a certificate or certificates representing the number of
shares of Common Stock computed using the following formula:

     

    X = Y
(A-B)

             
A

    


    Where:

    


    
      	
                                            X

            	
              =

            	
              the
      number of shares of Common Stock to be issued to
  Holder;

            


    

    


    
      	
                                            Y

            	
              =

            	
              the
      portion of the Warrant (in number of shares of Common Stock) being
      exercised by Holder (at the date of such
  calculation);

            


    

    


    
      	
                                            A

            	
              =

            	
              the
      Fair Market Value (as defined below) of one share of Common Stock on the
      Exercise Date, calculated by taking the average Fair Market Value over the
      last 10 trading days (not including the Exercise Date);
  and

            


    

    


    
      	
                                            B

            	
              =

            	
              Warrant
      Price (as adjusted to the date of such
  calculation).

            


    

    


    For
purposes of this Warrant, Fair Market Value shall mean:  (i) if the
principal trading market for such securities is a national securities exchange
including The Nasdaq Stock Market or the Over-the-Counter Bulletin Board (or a
similar system then in use), the last reported sales price on the principal
market the trading day immediately prior to such Exercise Date; or (ii)
if  (i) is not  applicable, and if bid and ask prices for
shares of Common Stock are reported by the principal trading market or the Pink
Sheets, the average of the high bid and low ask prices so reported for the
trading day immediately prior to such Exercise Date.  Notwithstanding
the foregoing, if there is no last reported sales price or bid and ask prices,
as the case may be, for the day in question, then Fair Market Value shall be
determined as of the latest day prior to such day for which such last reported
sales price or bid and ask prices, as the case may be, are available, unless
such securities have not been traded on an exchange or in the over-the-counter
market for 30 or more days immediately prior to the day in question, in which
case the Fair Market Price shall be determined in good faith by, and reflected
in a formal resolution of, the board of directors of the
Company.


    
      
         


      

      
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    3.           Recording, Transferability, Exchange
and Obligations to Issue Common Stock.

     

    (a)           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 from the
transferee and transferor.

     

    (b)           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 as Exhibit B duly
completed and signed, to the Company at its address specified
herein.  As a condition to the transfer, the Company may request a
legal opinion as contemplated by the legend.  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.

     

    (c)           This
Warrant is exchangeable upon its surrender by the Holders to the Company for new
Warrants of like tenor and date representing in the aggregate the right to
purchase the number of shares purchasable hereunder, each of such new Warrants
to represent the right to purchase such number of shares as may be designated by
the Holders at the time of such surrender (not to exceed the aggregate number of
shares underlying this Warrant).

     

    (d)          The
Company’s obligations to issue and deliver Common Stock in accordance with the
terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder 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 Common Stock.  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 certificates representing shares of Common Stock upon
exercise of the Warrant  as required pursuant to the terms
hereof.

     

    4.           Adjustments to Exercise Price and
Number of Shares Subject to Warrant.  The Exercise Price and
the number of shares of Common Stock purchasable upon the exercise of this
Warrant are subject to adjustment from time to time upon the occurrence of any
of the events specified in this Section 4.  For the purpose of this
Section 4, “Common Stock” means shares now or hereafter authorized of any class
of common stock of the Company, however designated, that has the right to
participate in any distribution of the assets or earnings of the Company without
limit as to per share amount (excluding, and subject to any prior rights of, any
class or series of preferred stock).


    
      
         


      

      
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    (a)           In
case the Company shall (i) pay a dividend or make a distribution in shares of
Common Stock to holders of shares of Common Stock, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares, (iii)
combine its outstanding shares of Common Stock into a smaller number of shares,
or (iv) issue by reclassification of its shares of Common Stock other securities
of the Company, then the Exercise Price in effect at the time of the record date
for such dividend or on the effective date of such subdivision, combination or
reclassification, and/or the number and kind of securities issuable on such
date, shall be proportionately adjusted so that the Holders of the Warrant
thereafter exercised shall be entitled to receive the aggregate number and kind
of shares of Common Stock (or such other securities other than Common Stock) of
the Company, at the same aggregate Exercise Price, that, if such Warrant had
been exercised immediately prior to such date, the Holders would have owned upon
such exercise and been entitled to receive by virtue of such dividend,
distribution, subdivision, combination or reclassification. Such adjustment
shall be made successively whenever any event listed above shall
occur.

     

    (b)           In
case the Company shall fix a record date for the making of a distribution to all
holders of Common Stock (including any such distribution made in connection with
a consolidation or merger in which the Company is the surviving corporation) of
cash, evidences of indebtedness or assets, or subscription rights or warrants,
the Exercise Price to be in effect after such record date shall be determined by
multiplying the Exercise Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the Fair  Market
Value  per share of Common Stock on such record date, less the amount
of cash so to be distributed or the Fair Market Value (as determined in good
faith by, and reflected in a formal resolution of, the board of directors of the
Company) of the portion of the assets or evidences of indebtedness so to be
distributed, or of such subscription rights or warrants, applicable to one share
of Common Stock, and the denominator of which shall be the  Fair
Market Value per share of Common Stock.  Such adjustment shall be made
successively whenever such a record date is fixed; and in the event that such
distribution is not so made, the Exercise Price shall again be adjusted to be
the Exercise Price which would then be in effect if such record date had not
been fixed.

     

    (c)           Notwithstanding
any provision herein to the contrary, no adjustment in the Exercise Price shall
be required unless such adjustment would require an increase or decrease of at
least 1% in the Exercise Price; provided, however, that any
adjustments which by reason of this Section 4(c) are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment.  All calculations under this Section 4 shall be made to
the nearest cent or the nearest one-hundredth of a share, as the case may
be.

     

    (d)           In
the event that at any time, as a result of an adjustment made pursuant to
Section 4(a) above, the Holders of any Warrant thereafter exercised shall become
entitled to receive any shares of capital stock of the Company other than shares
of Common Stock, thereafter the number of such other shares so receivable upon
exercise of any Warrant shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the shares of Common Stock contained in this Section 4, and the other
provisions of this Warrant shall apply on like terms to any such other
shares.


    
      
         


      

      
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    (e)           Fundamental
Transactions.  If, at any time while this Warrant is outstanding, (1)
the Company effects any merger or consolidation of the Company with or into
another company, (2) the Company effects any sale of all or substantially all of
its assets in one or a series of related transactions, (3) any tender offer or
exchange offer (whether by the Company or another company or 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 (4) 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 (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 Common Stock then issuable
upon exercise in full of this Warrant (the “Alternate Consideration”). For
purposes of any such exercise, the determination of the Exercise Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the
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.  At the Holder’s option and request, any successor to the
Company or surviving entity in such Fundamental Transaction shall issue to the
Holder a new warrant substantially in the form of this Warrant and consistent
with the foregoing provisions and evidencing the Holder’s right to purchase the
Alternate Consideration for the aggregate Exercise Price upon exercise
thereof.  Any such successor or surviving entity shall be deemed to be
required to comply with the provisions of this paragraph (c) and shall insure
that the Warrant (or any such replacement security) will be similarly adjusted
upon any subsequent transaction analogous to a Fundamental
Transaction.

     

    (f)           In
case any event shall occur as to which the other provisions of this Section 4
are not strictly applicable but the failure to make any adjustment would not
fairly protect the purchase rights represented by this Warrant in accordance
with the essential intent and principles hereof, then, in each such case, the
Company shall effect such adjustment, on a basis consistent with the essential
intent and principles established in this Section 4, as may be necessary to
preserve, without dilution, the purchase rights represented by this
Warrant.

     

    (g)          Notice
of Adjustments.  Upon the occurrence of each adjustment pursuant to
this Section 4, 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 Common Stock 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.


    
      
         


      

      
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    5.           No Registration
Rights.  The Warrant has not been registered under the
Securities Act of 1933.  When exercised, the stock certificates shall
bear the following legend unless all of the shares may be publicly sold under
Rule 144(b)(1) of the Securities Act of 1933 (or successor rule).

     

    “The
securities represented by this certificate have not been registered under the
Securities Act of 1933 (the “Securities Act”), and may not be offered for sale
or sold except pursuant to (i) an effective registration statement under the
Securities Act, or (ii) an opinion of counsel, if such opinion and counsel shall
be reasonably satisfactory to counsel to the issuer, that an exemption from
registration under the Securities Act is available”.

     

    6.          
Reservation of Common
Stock.  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 Common Stock upon exercise of this Warrant as herein provided, the number
of shares of Common Stock which are then issuable and deliverable upon the
exercise of this entire 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 4. The Company covenants that all
Common Stock 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.

     

    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 (which may include a
surety bond), 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.  If a New Warrant is requested as a result of a mutilation
of this Warrant, then the Holder shall deliver such mutilated Warrant to the
Company as a condition precedent to the Company's obligation to issue the New
Warrant.

     

    8.           Charges, Taxes and Expenses.
Issuance and delivery of certificates for shares of Common Stock upon
exercise of this 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, 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 Common Stock
or Warrants in a name other than that of the Holder.  The Holder shall
be responsible for all other tax liability that may arise as a result of holding
or transferring this Warrant or receiving Common Stock upon exercise
hereof.


    
      
         


      

      
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    9.           Notices to
Holders.  Upon any adjustment of the Exercise Price (or number
of shares of Common Stock issuable upon the exercise of this Warrant) pursuant
to Section 4, the Company shall promptly thereafter cause to be given to the
Holders written notice of such adjustment.  Such notice shall include
the Exercise Price (and/or the number of shares of Common Stock issuable upon
the exercise of this Warrant) after such adjustment, and shall set forth in
reasonable detail the Company’s method of calculation and the facts upon which
such calculations were based.  Where appropriate, such notice shall be
given in advance and included as a part of any notice required to be given under
the other provisions of this Section 9.

     

    In the event of (a) any fixing by the
Company of a record date with respect to the holders of any class of securities
of the Company for the purpose of determining which of such holders are entitled
to dividends or other distributions, or any rights to subscribe for, purchase or
otherwise acquire any shares of capital stock of any class or any other
securities or property, or to receive any other right, (b) any capital
reorganization of the Company, or reclassification or recapitalization of the
capital stock of the Company or any transfer of all or substantially all of the
assets or business of the Company to, or consolidation or merger of the Company
with or into, any other entity or person, or (c) any voluntary or involuntary
dissolution or winding up of the Company, then and in each such event the
Company will give the Holders a written notice specifying, as the case may be
(i) the record date for the purpose of such dividend, distribution, or right,
and stating the amount and character of such dividend, distribution, or right;
or (ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, conveyance, dissolution,
liquidation, or winding up is to take place and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such capital stock or
securities receivable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock securities) for
securities or other property deliverable upon such event.  Any such
notice shall be given at least 10 days prior to the earliest date therein
specified.

     

    10.         No Rights as a
Stockholder.  This Warrant does not entitle the Holders to any
voting rights or other rights as a stockholder of the Company, nor to any other
rights whatsoever except the rights herein set forth. Provided, however, the Company
shall not close any merger agreement in which it is not the surviving entity, or
sell all or substantially all of its assets unless the Company shall have first
provided the Holders with at least 20 days’ prior written notice.

     

    11.         Additional Covenants of the
Company.  If upon issuance of any shares for which this Warrant
is exercisable, the Common Stock is listed for trading or trades on any national
securities exchange including The Nasdaq Stock Market upon the issuance, the
Company shall, at its expense, promptly obtain and maintain the listing or
qualifications for trading of such shares.

     

    The Company shall comply with the
reporting requirements of Section 13 of the Securities Exchange Act of 1934 for
so long as and to the extent that such requirements apply to the
Company.

     

    The Company shall not, by amendment of
its Certificate of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issuance 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. Without limiting the generality of the
foregoing, the Company (a) will at all times reserve and keep available, solely
for issuance and delivery upon exercise of this Warrant, shares of Common Stock
issuable from time to time upon exercise of this Warrant, (b) will not increase
the par value of any shares of Common Stock issuable upon exercise of this
Warrant above the amount payable therefor upon such exercise, and (c) will take
all such actions as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable
stock.


    
      
         


      

      
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    12.         Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the Company, the Holders and their respective successors and
permitted assigns.

     

    13.         Severability.  Every
provision of this Warrant is intended to be severable. If any term or provision
hereof is illegal or invalid for any reason whatsoever, such illegality or
invalidity shall not affect the remainder of this Warrant.

     

    14.         Governing Law.  This
Warrant shall be governed by and construed in accordance with the laws of the
state where the Company is incorporated as of the time of construction without
giving effect to the principles of choice of laws thereof.

     

    15.         Attorneys’ Fees.  In
any action or proceeding brought to enforce any provision of this Warrant, the
prevailing party shall be entitled to recover reasonable attorneys’ fees in
addition to its costs and expenses and any other available
remedies.

     

    16.         Entire Agreement. This Warrant
(including the Exhibits attached hereto) constitutes the entire understanding
between the Company and the Holders with respect to the subject matter hereof,
and supersedes all prior negotiations, discussions, agreements and
understandings relating to such subject matter.

     

    17.         Good Faith. The Company will
not, by amendment of its Articles of Incorporation 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 of this Warrant against such
impairment.

    


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

    


    
      
        	 
      	
                Activeworlds
      Corp.

              
	 
      	 
      
	 
      	
                By:

              	
                  /s/ Paul Goodman

              	 
      
	 
      	 
      	
                 
      Paul Goodman, President

              


      

    


    
      
         


      

      
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    Exhibit
A

     

    SUBSCRIPTION
FORM

     

    (To be
Executed by the Holders to Exercise the Rights To Purchase Common Stock
Evidenced by the Within Warrant)

     

    The
undersigned hereby irrevocably subscribes for _______ shares of the Common Stock
(the “Stock”) of Activeworlds Corp.  (the “Company”) pursuant to and
in accordance with the terms and conditions of the attached Warrant (the
“Warrant”), and hereby makes payment of $_______ therefor by [tendering cash,
wire transferring or delivering a certified check or bank cashier’s check,
payable to the order of the Company] [surrendering _______ shares of Common
Stock received upon exercise of the Warrant, which shares have an aggregate fair
market value equal to such payment as required in Section 2 of the
Warrant].  The undersigned requests that a certificate for the Stock
be issued in the name of the undersigned and be delivered to the undersigned at
the address stated below.  If the Stock is not all of the shares
purchasable pursuant to the Warrant, the undersigned requests that a new Warrant
of like tenor for the balance of the remaining shares purchasable thereunder be
delivered to the undersigned at the address stated below.

     

    In
connection with the issuance of the Stock, I hereby represent to the Company
that I am acquiring the Stock for my own account for investment and not with a
view to, or for resale in connection with, a distribution of the shares within
the meaning of the Securities Act of 1933, as amended (the “Securities
Act”).

     

    I
understand that if at this time the Stock has not been registered under the
Securities Act, I must hold such Stock indefinitely unless the Stock is
subsequently registered and qualified under the Securities Act or is exempt from
such registration and qualification. I shall make no transfer or disposition of
the Stock unless (a) such transfer or disposition can be made without
registration under the Securities Act by reason of a specific exemption from
such registration and such qualification, or (b) a registration statement has
been filed pursuant to the Securities Act and has been declared effective with
respect to such disposition.  I agree that each certificate
representing the Stock delivered to me shall bear substantially the same as set
forth on the front page of the Warrant.

     

    I further
agree that the Company may place stop transfer orders with its transfer agent
same effect as the above legend.  The legend and stop transfer notice
referred to above shall be removed only upon my furnishing to the Company an
opinion of counsel (reasonably satisfactory to the Company) to the effect that
such legend may be removed.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Date:

                                	 
      	 	
                                  Signed:

                                	 
      
	 
      	 
      	 	
                                  Print
      Name: 

                                	 
      
	 
      	 
      	 	
                                  Address:

                                	 
      
	 
      	 
      	 	 
      	 
      
	
                                  Date:

                                	 
      	 	
                                  Signed:

                                	 
      
	 
      	 
      	 	
                                  Print
      Name: 

                                	 
      
	 
      	
                                    

                                	 	
                                  Address:

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
B

     

    ASSIGNMENT

     

    (To be
Executed by the Holders to Effect Transfer of the Attached Warrant)

     

    For Value
Received __________________________ hereby sells, assigns and transfers to
_________________________ the Warrant attached hereto and the rights represented
thereby to purchase _________ shares of Common Stock in accordance with the
terms and conditions hereof, and does hereby irrevocably constitute and appoint
___________________________ as attorney to transfer such Warrant on the books of
the Company with full power of substitution.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Dated:

                                	 	 	
                                  Signed:

                                	 
      
	 
      	 	 	 
      	 
      
	
                                  Please
      print or typewrite

                                	 	 
      	
                                  Please
      insert Social Security

                                
	
                                  name
      and address of

                                	 	 
      	
                                  or
      other Tax Identification

                                
	
                                  assignee:

                                	 	 
      	
                                  Number
      of
Assignee:

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Dated:

                              	 	 	
                                Signed:

                              	 
      
	 	 	 	 
	
                                Please
      print or typewrite

                              	 	 
      	
                                Please
      insert Social Security

                              
	
                                name
      and address of

                              	 	 
      	
                                or
      other Tax Identification

                              
	
                                assignee:

                              	 	 
      	
                                Number
      of
Assignee: