EXHIBIT
4.2

     

     

    NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE "U.S. SECURITIES ACT").  NEITHER THIS WARRANT NOR THE SHARES OF
COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER THE
U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO ISSUER THAT SUCH REGISTRATION IS NOT
REQUIRED.  THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT MAY, HOWEVER, BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A
FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
UNDER THE U.S. SECURITIES ACT OR OTHER LOAN SECURED BY SUCH
SECURITIES.

    


    COMMON
STOCK PURCHASE WARRANT

     

    
      	
              No. 2009-001

            	
              Issue
      Date:  December 22, 2009

            


    

    


    
      ActiveWorlds
Corp., a Delaware corporation (the “Company”), hereby certifies that, for value
received Whitebox Combined Partners, LP or its assigns (the “Holder”), is
entitled, subject to the terms set forth below, to purchase from the Company at
any time after the Issue Date set forth above (the “Vesting Date”), 674,699
shares of the Company’s common stock (the “Warrant Shares”), at the Warrant
Exercise Price set forth below, at any time until 5:00 p.m., E.S.T on the date
five (5) years from the date hereof (the “Expiration Date”).  The
number and character of the shares of the Company’s common stock (“Common
Stock”) issuable upon the exercise of this warrant (this “Warrant”) and the
Warrant Exercise Price are subject to adjustment as provided
herein.  Subject to adjustment as provided herein, the term “Warrant
Exercise Price” shall be equal to $0.498 price per share.  The Company
may reduce the Warrant Exercise Price without the consent of the
Holder.

    

    


    Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
the Securities Purchase Agreement dated December 22, 2009, entered into between
the Company and the Investors (the “Securities Purchase
Agreement”).

     

    1.           Exercise of
Warrant.

     

    1.1.           Number of Shares Issuable
upon Exercise.  From and after the Vesting Date through and
including the Expiration Date, the Holder hereof shall be entitled to receive,
upon exercise of this Warrant in whole in accordance with the terms of
subsection 1.2 or upon exercise of this Warrant in part in accordance with
subsection 1.3, shares of Common Stock of the Company, subject to
adjustment pursuant to Section 4.

     

    1.2.           Exercise
Procedures.

     

     
(a)           Subject to
the terms and conditions hereof, this Warrant may be exercised by the Holder
hereof then registered on the books of the Company, pro rata as hereinafter
provided, at any time on any business day on or after the opening of business on
such business day, commencing on the Vesting Date, and prior to 11:59 P.M.
Eastern Time on the Expiration Date, by (i) delivery, in the manner provided in
Section 13 hereof, of (a)  a written notice, in the form attached as
Exhibit
A hereto (the “Exercise
Form”), of such Holder’s election to exercise this Warrant, which notice
shall specify the number of Warrant Shares to be purchased, and (b)
this Warrant (or an indemnification undertaking with respect to this Warrant in
the case of its loss, theft or destruction, and  (ii) payment by wire
transfer of immediately available funds or by certified or official bank check
payable to the order of the Company of an amount equal to the Warrant Exercise
Price(s) applicable to the Warrant Shares being purchased, multiplied by the
number of Warrant Shares (at the applicable Warrant Exercise Price) as to which
this Warrant is being exercised (plus any applicable issue or transfer taxes)
(the “Aggregate Exercise
Price”).  In the event of any exercise of the rights
represented by this Warrant in compliance with this Section 1.2 or in compliance
with Section 1.3 below, the Company shall on the third (3rd)
business day following the date of receipt by it of each of the Exercise
Form, this Warrant (or an indemnification undertaking with respect to this
Warrant in the case of its loss, theft or destruction) and the Aggregate
Exercise Price (together, the “Exercise Delivery Documents”)
either:


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              ·

            	
              if
      the Common Stock is DTC eligible, credit such aggregate number of shares
      of Common Stock to which the Holder shall be entitled to the Holder’s or
      its designee’s balance account with The Depository Trust Company;
      or

            


    

     

    
      	
               
      

            	
              ·

            	
              if
      the Holder who submitted the Exercise Form requested physical delivery of
      any or all of the Warrant Shares, or, if the Common Stock is not DTC
      eligible,  issue and surrender to a common carrier for overnight
      delivery to the address specified in the Exercise Form, a certificate,
      registered in the name of the Holder or its designee, for the number of
      shares of Common Stock to which the Holder shall be entitled pursuant to
      such request.

            


    

     

    Upon
delivery of the Exercise Delivery Documents, the Holder of this Warrant shall be
deemed for all corporate purposes to have become the holder of record of the
Warrant Shares with respect to which this Warrant has been
exercised.  In the case of a dispute as to the determination of the
Warrant Exercise Price or the arithmetic calculation of the number of Warrant
Shares, the Company shall promptly issue to the Holder the number of Warrant
Shares that is not disputed and shall submit the disputed determinations or
arithmetic calculations to the Holder via facsimile within three (3) business
day of receipt of the Holder’s Exercise Form.  If the Holder and the
Company are unable to agree upon the determination of the Warrant Exercise Price
or arithmetic calculation of the number of Warrant Shares within three (3)
business day of such disputed determination or arithmetic calculation being
submitted to the Holder, then the Company shall immediately submit via facsimile
(i) the disputed determination of the Warrant Exercise Price to an independent,
reputable investment banking firm or (ii) the disputed arithmetic calculation of
the number of Warrant Shares to its independent, outside
accountant.  The Company shall cause such investment banking firm or
the accountant, as the case may be, to perform the determinations or
calculations and notify the Company and the Holder of the results no later than
forty-eight (48) hours from the time it receives the disputed determinations or
calculations.  Such investment banking firm’s or accountant’s
determination or calculation, as the case may be, shall be deemed conclusive
absent manifest error.

     

     
(b)           If within
five (5) business days after the Company's receipt of the Exercise Delivery
Documents the Company shall fail to issue and deliver a certificate to the
Holder and register such shares of Common Stock on the Company's share register
or credit the Holder's balance account with DTC for the number of shares of
Common Stock to which the Holder is entitled upon the Holder's exercise
hereunder, and if on or after such fifth (5th) business day the Holder purchases
(in an open market transaction or otherwise) the number of shares of Common
Stock issuable upon such exercise that the Holder anticipated receiving from the
Company (a "Buy-In"),
then the Company shall, within five (5) business 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 Warrant
Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the
Holder a certificate or certificates representing such Warrant
Shares.

     

    1.3.           Partial
Exercise.  This Warrant may be exercised in part (but not for a
fractional share) by surrender of this Warrant in the manner and at the place
provided in subsection 1.2 except that the amount payable by the Holder on
such partial exercise shall be the amount obtained by multiplying (a) the
number of whole shares of Common Stock designated by the Holder in the Exercise
Form by (b) the Warrant Exercise Price then in effect.  On any
such partial exercise, the Company, at its expense, will forthwith issue and
deliver to or upon the order of the Holder hereof a new Warrant of like tenor,
in the name of the Holder hereof or as such Holder (upon payment by such Holder
of any applicable transfer taxes) may request, the whole number of shares of
Common Stock for which such Warrant may still be exercised.

     

    1.4.           Fair Market Value.
Fair Market Value of a share of Common Stock as of a particular date (the “Determination Date”) shall
mean:

     

      
(a)           If the
Company's Common Stock is traded on an exchange or is quoted on the National
Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) or the OTC Bulletin
Board, then the closing or last sale price, respectively, reported for the last
business day immediately preceding the Determination Date;

     

      
(b)          If the Company's
Common Stock is not traded on an exchange or quoted on the NASDAQ or the OTC
Bulletin Board, but is traded in the over-the-counter market, then the average
of the closing bid and ask prices reported for the last business day immediately
preceding the Determination Date;


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

     
(c)           Except as
provided in clause (d) below, if the Company's Common Stock is not publicly
traded, then as the Holder and the Company agree, or in the absence of such an
agreement, by arbitration in accordance with the rules then standing of the
American Arbitration Association, before a panel of three arbitrators, one of
whom shall be chosen by the Company, one of whom shall be chosen by the Holder,
and the third of whom shall be chosen by agreement of arbitrators selected by
the Company and the Holder; or

     

     
(d)           If the
Determination Date is the date of a liquidation, dissolution or winding up, or
any event deemed to be a liquidation, dissolution or winding up pursuant to the
Company's corporate organizational documents, then all amounts to be payable per
share to holders of the Common Stock pursuant to the organizational documents in
the event of such liquidation, dissolution or winding up, plus all other amounts
to be payable per share in respect of the Common Stock in liquidation under the
organizational documents, assuming for the purposes of this clause (d) that
all of the shares of Common Stock then issuable upon exercise of all of the
Warrants are outstanding on the Determination Date, shall be payable to the
holders of the Warrants, after deducting the Aggregate Exercise Price as if the
holders then held the underlying Warrant Shares.

     

    1.5.           Company
Acknowledgment. The Company will, at the time of the exercise of this
Warrant, upon the request of the Holder, acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such Holder any such rights.

     

    1.6.           Trustee for Warrant
Holders. In the event that a bank or trust company shall have been
appointed as trustee for the holders of the Warrants pursuant to
Subsection 3.2, such bank or trust company shall have all the powers and
duties of a Warrant Agent (as hereinafter defined) and shall accept, in its own
name for the account of the Company or such successor person as may be entitled
thereto, all amounts otherwise payable to the Company or such successor, as the
case may be, on exercise of this Warrant pursuant to this
Section 1.

     

    2.           Cashless
Exercise.

     

    (a)           At
the option of the Holder, the Holder may also exercise this Warrant (i) by
delivery of Common Stock issuable upon exercise of the Warrants in accordance
with Section (b) below or (ii) by a combination of cash and any
of the foregoing methods, for the number of shares of Common Stock specified in
the Exercise Form (as such exercise number shall be adjusted to reflect any
adjustment in the total number of shares of Common Stock issuable to the Holder
per the terms of this Warrant) and the Holder shall thereupon be entitled to
receive the number of duly authorized, validly issued, fully-paid and
non-assessable shares of Common Stock determined as provided
herein.

     

    (b)           If
the Fair Market Value of one share of Common Stock is greater than the Warrant
Exercise Price (at the date of calculation as set forth below), in lieu of
exercising this Warrant for cash, the holder may elect to receive shares of
Common Stock equal to the value (as determined below) of this Warrant (or the
portion thereof being cancelled) by delivery of this Warrant pursuant to Section
1 together with the properly endorsed Exercise Form in which event the Company
shall issue to the holder a 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 the
  holder

              
	 	 	 
	
                 
      

              	
                Y=

              	
                the
      number of shares of Common Stock purchasable under this Warrant or, if
      only a portion of this Warrant is being exercised, the portion of this
      Warrant being exercised (at the date of such
  calculation)

              


      

    

     

    
      	
               
      

            	
              A=

            	
              the
      Fair Market Value of one share of the Company’s Common Stock (at the date
      of such calculation)

            


    

     

    
      	
               
      

            	
              B=

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

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    For
purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and
the holding period for the Warrant Shares shall be deemed to have commenced, on
the date hereof.

     

    3.           Adjustment for
Reorganization, Consolidation, Merger, etc.

     

    3.1.          Reorganization, Consolidation,
Merger, etc.  In case at any time or from time to time, the
Company shall effect any merger, reorganization, restructuring, reverse stock
split, consolidation, sale of all or substantially all of the Company’s assets
or any similar transaction or related transactions (each such transaction, a
“Fundamental
Change”), then, in each such case, as a condition to the consummation of
such a Fundamental Change, proper and adequate provision shall be made by the
Company whereby the Holder of this Warrant, on the exercise hereof as provided
in Section 1, at any time after the consummation of such Fundamental Change,
shall receive, in lieu of the Common Stock issuable on such exercise prior to
such consummation or such effective date, the stock and other securities and
property (including cash) to which the Holder would have been entitled upon such
consummation of a Fundamental Change if the Holder had so exercised this
Warrant, immediately prior thereto, all subject to further adjustment thereafter
as provided in Section 4.

     

     If the Company at any time shall,
by reclassification or otherwise, change the Common Stock into the same or a
different number of securities of any class or classes that may be issued or
outstanding, this Warrant, as to the unexercised portion thereof, shall
thereafter be deemed to evidence the right to purchase an adjusted number of
such securities and kind of securities as would have been issuable as the result
of such change with respect to the Common Stock had such Warrant been
exercised immediately prior to such reclassification or other
change.

     

    3.2.          Dissolution.  In
the event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, prior to such
dissolution, shall at its expense deliver or cause to be delivered the stock and
other securities and property (including cash, where applicable) receivable by
the holders of the Warrants after the effective date of such dissolution
pursuant to this Section 3 to a bank or trust company (a “Trustee”) having its principal
office in New York, NY, as trustee for the holders of the
Warrants.

     

    3.3.          Continuation of
Terms.  Upon any Fundamental Change (and any dissolution
following any transfer of all or substantially all of the Company’s properties
or assets) referred to in this Section 3, this Warrant shall continue in
full force and effect and the terms hereof shall be applicable to any other
securities and property receivable on the exercise of this Warrant after the
consummation of such Fundamental Change or the effective date of dissolution
following any such transfer of all or substantially all of the Company’s
properties or assets, as the case may be, and shall be binding upon the issuer
of any other securities, including, in the case of any such transfer, the person
acquiring all or substantially all of the properties or assets of the Company,
whether or not such person shall have expressly assumed the terms of this
Warrant as provided in Section 4.  In the event this Warrant does
not continue in full force and effect after the consummation of the Fundamental
Change or the effective date of the dissolution following any such transfer of
all or substantially all of the Company’s properties or assets described in this
Section 3, then only in such event will the Company's securities and
property (including cash, where applicable) receivable by the holders of the
Warrants be delivered to the Trustee as contemplated by
Section 3.2.

     

    4.           Extraordinary Events
Regarding Common Stock.  In
the event that the Company shall (a) issue additional shares of the Common
Stock as a dividend or other distribution on outstanding Common Stock,
(b) subdivide its outstanding shares of Common Stock, or (c) combine
its outstanding shares of the Common Stock into a smaller number of shares of
the Common Stock, then, in each such event, the Warrant Exercise Price shall,
simultaneously with the happening of such event, be adjusted by multiplying the
then Warrant Exercise Price by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such event and
the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such event, and the product so obtained
shall thereafter be the Warrant Exercise Price then in effect. The Warrant
Exercise Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this
Section 4.  The number of shares of Common Stock that the Holder of
this Warrant shall thereafter, on the exercise hereof as provided in
Section 1, be entitled to receive shall be adjusted to a number determined
by multiplying the number of shares of Common Stock that would otherwise (but
for the provisions of this Section 4) be issuable on such exercise by
a fraction of which (a) the numerator is the Warrant Exercise Price that
would otherwise (but for the provisions of this Section 4) be in effect,
and (b) the denominator is the Warrant Exercise Price in effect on the date
of such exercise.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    5.           Certificate as to
Adjustments.  In each case of any adjustment or readjustment in
the shares of Common Stock issuable on the exercise of this Warrant, the Company
will promptly cause its Chief Financial Officer or other appropriate designee to
compute such adjustment or readjustment in accordance with the terms of this
Warrant and prepare a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is
based, including a statement of (a) the consideration received or
receivable by the Company for any additional shares of Common Stock issued or
sold or deemed to have been issued or sold, (b) the number of shares of
Common Stock outstanding or deemed to be outstanding, and (c) the Warrant
Exercise Price and the number of shares of Common Stock to be received upon
exercise of this Warrant, in effect immediately prior to such adjustment or
readjustment and as adjusted or readjusted as provided in this Warrant. The
Company will forthwith mail a copy of each such certificate to the Holder of
this Warrant and any Warrant Agent of the Company (appointed pursuant to
Section 11 hereof).

     

    6.           Reservation of Stock, etc.
Issuable on Exercise of Warrant; Financial
Statements.   The Company will at all times reserve and
keep available, solely for issuance and delivery on the exercise of the
Warrants, all shares of Common Stock from time to time issuable on the exercise
of the Warrants.

     

    7.           Assignment; Exchange of
Warrant.  Subject to compliance with applicable securities
laws, this Warrant, and the rights evidenced hereby, may be transferred by any
registered holder hereof (a “Transferor”). On the surrender
for exchange of this Warrant, with the Transferor's endorsement in the form of
Exhibit B
attached hereto (the “Transferor Endorsement Form”)
and together with an opinion of counsel reasonably satisfactory to the Company
that the transfer of this Warrant will be in compliance with applicable
securities laws, the Company at its expense, but with payment by the Transferor
of any applicable transfer taxes, will issue and deliver to, or according to the
instructions of, the Transferor thereof, a new Warrant or Warrants of like
tenor, in the name of the Transferor and/or the transferee(s) specified in such
Transferor Endorsement Form (each a “Transferee”), calling in the
aggregate on the face or faces thereof for the number of shares of Common Stock
called for on the face or faces of the Warrant so surrendered by the
Transferor.  No such transfers shall result in a public distribution
of this Warrant.

     

    8.           Replacement of
Warrant.  On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction of this Warrant, on delivery of
an indemnity agreement or security reasonably satisfactory in form and amount to
the Company or, in the case of any mutilation of this Warrant, on surrender and
cancellation of this Warrant, the Company at its expense, will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     

    9.           Registration
Rights.  The Holder of this Warrant has been granted certain
registration rights by the Company.  These registration rights are set
forth in the Securities Purchase Agreement and the Registration Rights
Agreement.  The terms of the Securities Purchase Agreement are
incorporated herein by reference and shall be applicable to the Warrant
Shares.

     

    10.         Warrant
Agent.  The Company may, by written notice to the Holder of
this Warrant, appoint an agent (a “Warrant Agent”) for the
purpose of issuing Common Stock on the exercise of this Warrant pursuant to
Section 1, exchanging this Warrant pursuant to Section 7, and
replacing this Warrant pursuant to Section 8, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such Warrant Agent.

     

    11.         Transfer on the Company's
Books.  Until this Warrant is transferred on the books of the
Company, the Company may treat the registered holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the
contrary.

     

    12.         Notices.   All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.  The
addresses for such communications shall be: (i) if to the Company: ActiveWorlds
Corp c/o Wuhan Kingold Jewelry Co., Ltd., No. 15 Huangpu Science and Technology
Park, Jiangan District, Attn: Mr. Jia Zhi Hong, telecopier number:
86-27-65660720, with a copy by telecopier only to 86-27-65460302 and (ii)
if to the Holder, to the address and telecopier number listed on the signature
page of the Securities Purchase Agreement.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    13.         Amendment.  This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought.

     

    14.         Governing Law. This
Warrant shall be governed by and construed in accordance with the laws of the
State of New York. Any action brought concerning the transactions contemplated
by this Warrant shall be brought only in the state courts of New York or in the
federal courts located in the state of New York. By execution of this Warrant,
each of the Company and the Holder agrees to submit to the jurisdiction of such
courts, and waives their respective rights to a trial by jury, as provided for
in Sections 8.9 of the Securities Purchase Agreement.  The prevailing
party shall be entitled to recover from the other party its reasonable
attorney's fees and costs.

     

    IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.

     

    
      
        	 
      	
                ActiveWorlds
      Corp.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Paul Goodman

              	 
      
	 
      	
                Name:
      Paul Goodman

              
	 
      	
                Title:
      President

              


      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    Exhibit A

    


    EXERCISE
NOTICE

    (to be
signed only on exercise of Warrant)

     

    TO:

     

    The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby notifies the Company that it is exercising this warrant
pursuant to:

    


    ________  Section
1 - Cash Exercise

    


    ________  Section
2 - Cashless Exercise

    


    Section 1
- Cash Exercise.   If
section 1 is selected above, please complete the following:

    


    
      	
               
      

            	
              ·

            	
              I
      am exercising my right to purchase all of the Shares which I am entitled
      to purchase under this warrant.  The number of shares of Common
      Stock is __________.

            


    

    


    
      	
               
      

            	
              ·

            	
              I
      am exercising my right to purchase ________ shares of Common Stock, and
      request that the Company deliver to me or as I shall designate below a new
      Warrant representing the right to purchase _______ shares of Common
      Stock.

            


    

    


    The
undersigned herewith makes payment of the full exercise price for such shares at
an Exercise Price per share of $_______  as provided for in such
Warrant.  The total exercise price payable
is  $___________.  Such payment takes the form of (check
applicable box or boxes):

    


    o           $__________
in certified or official bank check payable to the order of the Company;
or


    o           $_________
by wire transfer of immediately available funds

    


    Section 2
- Cashless Exercise.  If Section 2 is selected above, please
complete the following:

     

    The
current Fair Market Value of the shares of Common Stock, as defined in this
Warrant, is $___________.

    


    
      	
               
      

            	
              ·

            	
              I
      am exercising my right to purchase ___________shares of Common Stock,
      being the maximum number of shares of Common Stock covered by such Warrant
      pursuant to the cashless exercise procedure set forth in
      Section 2.

            


    

    


    
      	
               
      

            	
              ·

            	
              I
      am exercising my right to purchase _________ shares of Common Stock, and
      requesting that the Company deliver to me or as I shall request a new
      Warrant representing the right to purchase _______ shares of Common
      Stock.

            


    

    


    Note - if
a Holder choosing to use the Cashless Exercise option provided for in Section 2
of this Warrant is using a combination of cash and cashless means to make
payment of the Warrant Exercise Price payable by such Holder, such Holder shall
attach a separate schedule which provides such Holder's calculation of the
amount of cash being paid, and the number of shares of Common Stock being
delivered as payment  Any such cash component takes form of (check
applicable box or boxes):

    


    o           $__________
in certified or official bank check payable to the order of the Company;
or


    o           $_________
by wire transfer of immediately available funds


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    The
undersigned requests that the certificates for such shares be issued in the name
of, and delivered to _____________________________________________________ whose
address is
______________________________________________________________________________________________________

    ____________________________________________________________________.

    


    The
undersigned requests that the new Warrant required to be delivered to the Holder
(if any) be issued in the name of, and delivered to
_____________________________________________________ whose address is
______________________________________________________________________________________________________

    ____________________________________________________________________

    


    Number of Shares of Common Stock Beneficially Owned on
the date of exercise: _________________.

    


    The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
pursuant to registration of the Common Stock under the Securities Act of 1933,
as amended (the “U.S.
Securities Act”),
or pursuant to an exemption from registration under the Securities
Act.

    


    
      
        
          
            
              	
                      Dated:___________________

                    	 
      
	 
      	
                      (Signature
      must conform to name of Holder as specified on the face of the
      Warrant)

                    
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                      (Address)

                    


            

          

        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Exhibit
B

    


    FORM OF
TRANSFEROR ENDORSEMENT

    (To be
signed only on transfer of Warrant)

     

    For value
received, the undersigned hereby sells, assigns, and transfers to the person(s)
named below under the heading “Transferees” the right
represented by the within Warrant to purchase the number of shares of Common
Stock of ActiveWorlds Corporation specified under the heading “Number Transferred” opposite
the name(s) of such person(s) and appoints each such person Attorney to transfer
its respective right on the books of ActiveWorlds with full power of
substitution in the premises.

    


    Number of
total shares represented by this Warrant ___________________

    


    
      
        	
                Transferee

              	 
      	
                Rights to purchase shares transferred (total)

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  

              	 
      


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        Dated:  ______________,
      ___________

                                                      	 	 
      
	 
      	 	
                                                        (Signature
      must conform to name of Holder as specified on the face of the
      warrant)

                                                      
	 
      	 	 
      
	
                                                        Signed
      in the presence of:

                                                      	 	 
      
	 	 	 
	 
      	 	 
      
	
                                                        (Name)

                                                      	 	 
      
	 	 	
                                                        (address)

                                                      
	 
      	 	 
      
	
                                                        ACCEPTED
      AND AGREED:

                                                      	 	 
      
	
                                                        
                                                          [TRANSFEREE]

                                                        

                                                      	 	 
      
	 	 	
                                                        (address)

                                                      
	 
      	 	 
      
	 
      	 	 
      
	
                                                        (Name)