THIS
      WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
      AND
      THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
      OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO SANSWIRE CORP. THAT SUCH REGISTRATION IS NOT
      REQUIRED.

    


    
      	 	
              Right
                to
                Purchase                  shares
                of Common Stock of Sanswire Corp. (subject to adjustment as provided
                herein)

            


    

    


    CLASS
      B COMMON STOCK PURCHASE WARRANT

    

      
        	
                No.
                  2008-A-201

              	
                Issue
                  Date: October ___, 2008

              


      

    

     

    SANSWIRE
      CORP., a corporation organized under the laws of the State of Delaware (the
      “Company”), hereby certifies that, for value received,
      __________________________________________________________________________
      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 until
      5:00
      p.m., E.S.T on the date two years from the Issue Date (the “Expiration Date”),
      up to ________fully paid and nonassessable shares of the common stock of the
      Company (the “Common Stock”), $.00001 par value per share at a per share
      purchase price of $.315. The aforedescribed purchase price per share, as
      adjusted from time to time as herein provided, is referred to herein as the
      "Purchase Price." The number and character of such shares of Common Stock and
      the Purchase Price are subject to adjustment as provided herein. The Company
      may
      reduce the Purchase Price without the consent of but upon notice to the Holder.
      Capitalized terms used and not otherwise defined herein shall have the meanings
      set forth in that certain Subscription Agreement, dated October ___, 2008,
      entered into between the Company and the Holder (the “Subscription
      Agreement”).

    


    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings: 

     

    (a) The
      term
“Company” shall include Sanswire Corp. and any corporation which shall succeed
      or assume the obligations of Sanswire Corp. hereunder. 

     

    (b) The
      term
“Common Stock” includes (a) the Company's Common Stock, $.00001 par value
      per share, as authorized on the date of the Subscription Agreement, and (b)
      any
      other securities into which or for which any of the securities described in
      (a) may be converted or exchanged pursuant to a plan of recapitalization,
      reorganization, merger, sale of assets or otherwise.

     

    (c) The
      term
“Other Securities” refers to any capital stock (other than Common Stock) and
      other securities of the Company or any other person (corporate or otherwise)
      which the Holder of this Warrant at any time shall be entitled to receive,
      or
      shall have received, on the exercise of this Warrant, in lieu of or in addition
      to Common Stock, or which at any time shall be issuable or shall have been
      issued in exchange for or in replacement of Common Stock or Other Securities
      pursuant to Section 4 or otherwise. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1. Exercise
      of Warrant.

     

    1.1. Number
      of Shares Issuable upon Exercise.
      From
      and after the Issue 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. Full
      Exercise.
      This
      Warrant may be exercised in full by the Holder hereof by delivery of an original
      or facsimile copy of the form of subscription attached as Exhibit A hereto
      (the “Subscription Form") duly executed by such Holder and surrender of the
      original Warrant within three (3) business days of exercise, to the Company
      at
      its principal office or at the office of its Warrant Agent (as provided
      hereinafter), accompanied by payment, in cash, wire transfer or by certified
      or
      official bank check payable to the order of the Company, in the amount obtained
      by multiplying the number of shares of Common Stock for which this Warrant
      is
      then exercisable by the Purchase Price then in effect. 

     

    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 Subscription Form by (b) the Purchase
      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, for 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"), National
      Market System, the NASDAQ SmallCap Market or the American Stock Exchange, 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 on the NASDAQ National
      Market System, the NASDAQ SmallCap Market or the American Stock Exchange 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;

     

    (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 single arbitrator to be chosen from
      a
      panel of persons qualified by education and training to pass on the matter
      to be
      decided; or

     

    (d) If
      the
      Determination Date is the date of a liquidation, dissolution or winding up
      of
      the Company, or any event deemed to be a liquidation, dissolution or winding
      up
      pursuant to the Company's charter, then all amounts to be payable per share
      to
      holders of the Common Stock pursuant to the charter 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 charter, assuming
      for the purposes of this clause (d) that all of the shares of Common Stock
      then issuable upon exercise of this Warrant are outstanding at the Determination
      Date.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.5. Company
      Acknowledgment.
      The
      Company will, at the time of the exercise of this Warrant, upon the request
      of
      the Holder hereof, 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
      Holder 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
      described) 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. 

     

    1.7 Delivery
      of Stock Certificates, etc. on Exercise.
      The
      Company agrees that the shares of Common Stock purchased upon exercise of this
      Warrant shall be deemed to be issued to the Holder hereof as the record owner
      of
      such shares as of the close of business on the date on which this Warrant shall
      have been surrendered and payment made for such shares as aforesaid. As soon
      as
      practicable after the exercise of this Warrant in full or in part, and in any
      event within three (3) business
      days
      thereafter, the Company at its expense (including the payment by it of any
      applicable issue taxes) will cause to be issued in the name of and delivered
      to
      the Holder hereof, or as such Holder (upon payment by such Holder of any
      applicable transfer taxes) may direct in compliance with applicable securities
      laws, a certificate or certificates for the number of duly and validly issued,
      fully paid and nonassessable shares of Common Stock (or Other Securities) to
      which such Holder shall be entitled on such exercise, plus, in lieu of any
      fractional share to which such Holder would otherwise be entitled, cash equal
      to
      such fraction multiplied by the then Fair Market Value of one full share of
      Common Stock, together with any other capital stock or other securities and
      property (including cash, where applicable) to which such Holder is entitled
      upon such exercise pursuant to Section 1 or otherwise. 

     

    2. Cashless
      Exercise.

     

    (a) If
      a
      Registration Statement (as defined in the Subscription Agreement) (“Registration
      Statement”) is effective and the Holder may sell its shares of Common Stock upon
      exercise hereof pursuant to the Registration Statement, this Warrant may be
      exercised in whole or in part for cash only as set forth in Section 1 above.
      If
      no such Registration Statement is available
      during
      the time that such Registration Statement is required to be effective pursuant
      to the terms of the Subscription Agreement, then payment upon exercise may
      be
      made at the option of the Holder either in (i) cash, wire transfer or by
      certified or official bank check payable to the order of the Company equal
      to
      the applicable aggregate Purchase Price, (ii) by delivery of Common Stock
      issuable upon exercise of the Warrants in accordance with
      Section (b) below or (iii) by a combination of any of the
      foregoing methods, for the number of Common Stock specified in the applicable
      Subscription 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 (or Other Securities) determined as
      provided herein.

     

    (b) If
      the
      Fair Market Value of one share of Common Stock is greater than the Purchase
      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 virtue of the exercise of this Warrant) by surrender of
      this
      Warrant at the principal office of the Company together with the properly
      endorsed Subscription Form in which event the Company shall issue to the Holder
      a number of shares of Common Stock computed using the following
      formula:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              X=Y
                multiplied by (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 the Warrant or,
                if only
                a portion of this Warrant is being exercised, the portion of the
                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=

            	
              Purchase
                Price (as adjusted to the date of such
                calculation)

            


    

     

    To
      illustrate the above, assuming the exercise by the Holder of 100,000 of the
      shares covered by this Warrant where Y= 100,000, A= $.50 and
      B=$.315

     

    
      	 	1.	
              100,000($.50-
                .315)

            


      	 
              	 	.50


    

     

    
      	
            	2.	
              100,000
                x .185 = 18,500

            


    

     

    
      	
            	3.	
              18,50000/.50=37,000

            


    

     

    Therefore,
      where the exercise price of the shares is $.315 and the fair market price of
      the
      shares is $.50, upon a cashless exercise of $100,000 shares, the Holder will
      receive 37,000 shares.

     

    For
      purposes of Rule 144 promulgated under the 1933 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
      this Warrant was originally issued pursuant to the Subscription
      Agreement.

     

    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 (a) effect a
      reorganization, (b) consolidate with or merge into any other person or
      entity or (c) transfer all or substantially all of its properties or assets
      to any other person or entity under any plan or arrangement contemplating the
      dissolution of the Company, then, in each such case, as a condition to the
      consummation of such a transaction, 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
      reorganization, consolidation or merger or the effective date of such
      dissolution, as the case may be, shall receive, in lieu of the Common Stock
      (or
      Other Securities) issuable on such exercise prior to such consummation or such
      effective date, the capital stock and other securities and property (including
      cash) to which such Holder would have been entitled upon such consummation
      or in
      connection with such dissolution, as the case may be, if such Holder had so
      exercised this Warrant, immediately prior thereto, all subject to further
      adjustment thereafter as provided in Section 4.

     

    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 capital
      stock and other securities and property (including cash, where applicable)
      receivable by the Holder of this Warrant 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
      Holder of the Warrants. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3.3. Continuation
      of Terms.
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in this Section 3, this Warrant shall
      continue in full force and effect and the terms hereof shall be applicable
      to
      the Other Securities and property receivable on the exercise of this Warrant
      after the consummation of such reorganization, consolidation or merger or the
      effective date of dissolution following any such transfer, 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 or entity 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 transaction described in this Section 3, then only in
      such event will the Company's securities and property (including cash, where
      applicable) receivable by the Holder of this Warrant be delivered to the Trustee
      as contemplated by Section 3.2.

     

    3.4 Share
      Issuance.
      Until
      the Expiration Date, if the Company shall issue any Common Stock, prior to
      the
      complete exercise of this Warrant for a consideration less than the Purchase
      Price that would be in effect at the time of such issue, then, and thereafter
      successively upon each such issue, the Purchase Price shall automatically and
      with no action required by the Company or Holder, be reduced to such other
      lower
      issue price. For purposes of this adjustment, the issuance of any security
      or
      debt instrument of the Company carrying the right to convert such security
      or
      debt instrument into Common Stock or of any warrant, right or option to purchase
      Common Stock shall result in an adjustment to the Purchase Price upon the
      issuance of the above-described security, debt instrument, warrant, right,
      or
      option and again at any time upon any subsequent issuances of shares of Common
      Stock upon exercise of such conversion or purchase rights if such issuance
      is at
      a price lower than the Purchase Price in effect upon such issuance. The
      reduction of the Purchase Price described in this Section 3.4 is in addition
      to
      the other rights of the Holder described in the Subscription
      Agreement.

     

    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 Purchase Price shall,
      simultaneously with the happening of such event, be adjusted by multiplying
      the
      then Purchase 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 Purchase Price then in effect. The Purchase 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 Purchase Price
      that would otherwise (but for the provisions of this Section 4) be in
      effect, and (b) the denominator is the Purchase Price in effect on the date
      of such exercise.

     

    5. Certificate
      as to Adjustments.
      In each
      case of any adjustment or readjustment in the shares of Common Stock (or Other
      Securities) issuable on the exercise of this Warrant, the Company at its expense
      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 (or Other
      Securities) issued or sold or deemed to have been issued or sold, (b) the
      number of shares of Common Stock (or Other Securities) outstanding or deemed
      to
      be outstanding, and (c) the Purchase 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 10 hereof).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    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 this Warrant, all shares of Common Stock (or Other
      Securities) from time to time issuable on the exercise of the Warrant. This
      Warrant entitles the Holder hereof to receive copies of all financial and other
      information distributed or required to be distributed to the holders of the
      Company's Common Stock. 

     

    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 on the order 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 such mutilation, 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 Subscription Agreement
      and the terms thereof are incorporated herein by this reference. In the event
      the Company is unable to issue Common Stock upon exercise of this Warrant where
      this Warrant and/or the shares issuable upon the exercise of this Warrant have
      been registered in the Registration Statement described in the Subscription
      Agreement, within the time periods described in such Agreement, which
      Registration Statement must be effective for the periods set forth in the
      Subscription Agreement, then upon written demand made by the Holder, the Company
      will pay to the Holder of this Warrant, in lieu of delivering Common Stock,
      a
      sum equal to the closing price of the Company's Common Stock on the principal
      market or exchange upon which the Common Stock is listed for trading on the
      trading date immediately preceding the date notice is given by the Holder,
      less
      the Purchase Price, for each share of Common Stock designated in such notice
      from the Holder.

     

    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 (or Other
      Securities) 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 the
      office of 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. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    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 (or facsimile number) 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 to:
Sanswire
      Corp., 101 NE 3rd
      Ave.,
      Suite 1500, Fort Lauderdale, FL 33301, Attn: Jonathan Leinwand, CEO, telecopier
      number: (954) 252-4265,
      and (ii)
      if to the Holder, to the address and telecopier number listed on the first
      paragraph of this Warrant, with a copy by telecopier only to:
      _______________________________________.

     

    13. Miscellaneous.
      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. This Warrant shall
      be construed and enforced in accordance with and governed by the laws of
      Florida. Any dispute relating to this Warrant shall be adjudicated in Broward
      County in the State of Florida. The headings in this Warrant are for purposes
      of
      reference only, and shall not limit or otherwise affect any of the terms hereof.
      The invalidity or unenforceability of any provision hereof shall in no way
      affect the validity or enforceability of any other provision. This Warrant
      shall
      be binding upon and inure to the benefit of the parties hereto and their
      respective successors and assigns.

     

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

     

    
      	 	
              SANSWIRE
                CORP. 

            
	 	 	 
	 	
              By: 

            	 
	 	 	
              Jonathan
                Leinwand, Chief Executive Officer

            


    

    


    
      	
              Witness:

            	 
	 	 
	 	 
	 	 
	 	 
	
              Print
                Name

            	 


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    Exhibit A

    


    FORM
      OF
      SUBSCRIPTION

    (to
      be
      signed only on exercise of Warrant)

     

    TO:
      SANSWIRE CORP. 

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.____), hereby irrevocably elects to purchase (check applicable
      box):

    


    ___  ________
      shares of the Common Stock covered by such Warrant; or

     

    ___ 
      the
      number of shares of Common Stock covered by such Warrant pursuant to the
      cashless exercise provision set forth in Section 2.

    


    The
      undersigned herewith makes payment of the full purchase price for such shares
      at
      the price per share provided for in such Warrant, which is $___________. Such
      payment takes the form of (check applicable box or boxes):

    


    ___ 
      $__________
      in lawful money of the United States; and/or

     

    ___ 
      the
      cancellation of such portion of the attached Warrant as is exercisable for
      a
      total of _______ shares of Common Stock (using a Fair Market Value of $_______
      per share for purposes of this calculation); and/or

    


    ___ 
      the
      cancellation of such number of shares of Common Stock as is necessary, in
      accordance with the formula set forth in Section 2, to exercise this
      Warrant with respect to the number of shares of Common Stock purchasable
      pursuant to the cashless exercise provision set forth in
      Section 2.

    


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

     

      
        

      

    

     

    
      

    

     

    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 "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 unto the
      person(s) named below under the heading "Transferees" the right represented
      by
      the within Warrant to purchase the percentage and number of shares of Common
      Stock of SANSWIRE CORP. to which the within Warrant relates specified under
      the
      headings "Percentage Transferred" and "Number Transferred," respectively,
      opposite the name(s) of such person(s) and appoints each such person Attorney
      to
      transfer its respective right on the books of SANSWIRE CORP. with full power
      of
      substitution in the premises.

    


    
      	
              Transferees

            	 	
              Percentage
                Transferred

            	 	
              Number
                Transferred

            
	 	 	 	 	 
	 	 	 	 	 
	 	
                

            	 	
                

            	 


    

     

    
      	
              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)