Exhibit 10.8
    

    
      NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS
      CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
      CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE
      OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF
      (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A
      FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
      REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
      144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY
      BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
      OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
    

    
      

      

      SERIES D COMMON STOCK PURCHASE WARRANT
    

    
      

      

      Warrant No.: D - 2
    

    
      

      

      to Purchase 10,800,000 Shares
of Common Stock of
NetTalk.com.  Inc.
    

    
      THIS SERIES D COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies
      that, for value received, Vicis Capital Master Fund (the “Holder”), is
      entitled, upon the terms and subject to the limitations on exercise and
      the conditions hereinafter set forth, at any time on or after February
      24, 2010 (the “Initial Exercise Date”) and on or prior to the close of
      business on the fifth (5th) anniversary of the Initial Exercise Date
      (the “Termination Date”) but not thereafter, to subscribe for and
      purchase from NetTalk.com, Inc., a Florida corporation (the “Company”),
      up to 10,800,000 shares (the “Warrant Shares”) of Common Stock, par
      value $.001 per share, of the Company (the “Common Stock”).  The
      purchase price of one share of Common Stock under this Warrant shall be
      equal to the Exercise Price, as defined in Section 2(b).
    

    
      Section 1.  Definitions.  Capitalized terms used and
      not otherwise defined herein shall have the respective meanings set
      forth in that certain Securities Purchase Agreement dated February 24,
      2010, between the Company and the Holder (the “Purchase Agreement”).
    

    
      Section 2.  Exercise.
    

    
         (a)  Exercise of Warrant.  Exercise
      of the purchase rights represented by this Warrant may be made, in whole
      or in part, at any time or times on or after the Initial Exercise Date
      and on or before the Termination Date by delivery to the Company of a
      duly executed facsimile copy of the Notice of Exercise form annexed
      hereto (or such other office or agency of the Company as it may
      designate by notice in writing to the registered Holder at the address
      of such Holder appearing on the books of the Company); and, within three
      (3) Trading Days of the date said Notice of Exercise is delivered to the
      Company, the Company shall have received payment of the aggregate
      Exercise Price of the shares thereby purchased by wire transfer or
      cashier's check drawn on a United States bank.  Notwithstanding anything
      herein to the contrary, the Holder shall not be required to physically
      surrender this Warrant to the Company until the Holder has purchased all
      of the Warrant Shares available hereunder and the Warrant has been
      exercised in full, in which case, the Holder shall surrender this
      Warrant to the Company for cancellation within three (3) Trading Days of
      the date the final Notice of Exercise is delivered to the
      Company.  Partial exercises of this Warrant resulting in purchases of a
      portion of the total number of Warrant Shares available hereunder shall
      have the effect of lowering the outstanding number of Warrant Shares
      purchasable hereunder in an amount equal to the applicable number of
      Warrant Shares purchased.  The Holder and the Company shall maintain
      records showing the number of Warrant Shares purchased and the date of
      such purchases.  The Company shall deliver any objection to any Notice
      of Exercise within two (2) Trading Days of receipt of such notice.  THE
      HOLDER AND ANY ASSIGNEE, BY ACCEPTANCE OF THIS WARRANT, ACKNOWLEDGE AND
      AGREE THAT, BY REASON OF THE PROVISIONS OF THIS PARAGRAPH, FOLLOWING THE
      PURCHASE OF A PORTION OF THE WARRANT SHARES HEREUNDER, THE NUMBER OF
      WARRANT SHARES AVAILABLE FOR PURCHASE HEREUNDER AT ANY GIVEN TIME MAY BE
      LESS THAN THE AMOUNT STATED ON THE FACE HEREOF.
    

    

    

    
      
        

        

      

      
        
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         (b)  Exercise Price.  The exercise
      price per share of the Common Stock under this Warrant shall be $0.50,
      subject to adjustment hereunder (the “Exercise Price”).
    

    
         (c)  Exercise Limitations.
    

    
             (i)  Notwithstanding anything to the contrary set forth herein,
      at no time may a Holder of this Warrant exercise this Warrant to the
      extent that after giving effect to such exercise, the Holder (together
      with the Holder’s affiliates) would beneficially own (as determined in
      accordance with Section 13(d) of the Securities Exchange Act of 1934, as
      amended, and the rules thereunder) in excess of 4.99% of the number of
      shares of Common Stock outstanding immediately after giving effect to
      such exercise; provided, however, that upon a Holder of this Warrant
      providing the Corporation with sixty-one (61) days notice (the “Waiver
      Notice”) that such Holder would like to waive this Section 2(c)(i)
      with regard to any or all shares of Common Stock issuable upon exercise
      of this Warrant, this Section 2(c)(i) will be of no force or effect with
      regard to all or a portion of the Warrant referenced in the Waiver
      Notice.
    

    
            (ii)  Notwithstanding anything to the contrary set forth herein,
      at no time may a Holder of this Warrant exercise this Warrant to the
      extent that after giving effect to such exercise, the Holder (together
      with the Holder’s affiliates) would beneficially own (as determined in
      accordance with Section 13(d) of the Securities Exchange Act of 1934, as
      amended, and the rules thereunder) in excess of 9.99% of the number of
      shares of Common Stock outstanding immediately after giving effect to
      such exercise; provided, however that upon a Holder of this Warrant
      providing the Corporation  with a Waiver Notice that such Holder would
      like to waive this Section 2(c)(ii) with regard to any or all shares of
      Common Stock issuable upon exercise of this Warrant, this
      Section 2(c)(ii) shall be of no force or effect with regard to all or a
      portion of the Warrant referenced in the Waiver Notice.
    

    

    

    
      
        

        

      

      
        
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         (d)  Mechanics of Exercise.
    

    
             (i)  Authorization
      of Warrant Shares.  The Company covenants that all Warrant Shares
      which may be issued upon the exercise of the purchase rights represented
      by this Warrant will, upon exercise of the purchase rights represented
      by this Warrant, be duly authorized, validly issued, fully paid and
      nonassessable and free from all taxes, liens and charges created by the
      Company in respect of the issue thereof (other than taxes in respect of
      any transfer occurring contemporaneously with such issue).
    

    
            (ii)  Delivery of
      Certificates Upon Exercise.  Certificates for Warrant Shares
      purchased hereunder shall be transmitted by the transfer agent of the
      Company to the Holder by crediting the account of the Holder's prime
      broker with the Depository Trust Company through its Deposit/Withdrawal
      at Custodian (“DWAC”) system if the Company is a participant in such
      system, and otherwise by delivery to the address specified by the Holder
      in the Notice of Exercise, within five (5) Trading Days from the
      delivery to the Company of the Notice of Exercise form, surrender of
      this Warrant (if required) and payment of the aggregate Exercise Price
      as set forth above (“Warrant Share Delivery Date”).  This Warrant shall
      be deemed to have been exercised on the date the Exercise Price is
      received by the Company.  The Warrant Shares shall be deemed to have
      been issued, and Holder or any other person so designated to be named
      therein shall be deemed to have become a holder of record of such shares
      for all purposes, as of the date the Warrant has been exercised by
      payment to the Company of the Exercise Price (or by cashless exercise,
      if permitted) and all taxes required to be paid by the Holder, if any,
      pursuant to Section 2(c1)(vii) prior to the issuance of such shares,
      have been paid.
    

    
           (iii)  Delivery of New
      Warrants Upon Exercise.  If this Warrant shall have been exercised
      in part, the Company shall, at the request of a Holder and upon
      surrender of this Warrant certificate, at the time of delivery of the
      certificate or certificates representing Warrant Shares, deliver to
      Holder a new Warrant evidencing the rights of Holder to purchase the
      unpurchased Warrant Shares called for by this Warrant, which new Warrant
      shall in all other respects be identical with this Warrant.
    

    
            (iv)  Rescission Rights.  If
      the Company fails to cause its transfer agent to transmit to the Holder
      a certificate or certificates representing the Warrant Shares pursuant
      to Section 2(d)(ii) above by the Warrant Share Delivery Date, then the
      Holder will have the right to rescind such exercise.
    

    

    

    
      
        

        

      

      
        
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             (v)  Obligation
      Absolute; Damages.  The Company's obligations to issue and deliver
      the certificates representing the Warrant Shares upon exercise of the
      Warrant 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 such
      certificates representing the Warrant Shares.  The Company shall issue
      the certificates representing the Warrant Shares or, if applicable,
      cash, upon a properly noticed exercise.  If the Company fails to deliver
      to the Holder such certificate or certificates pursuant to Section 2(d),
      within five (5) Trading Days of the Warrant Share Delivery Date
      applicable to such exercise, the Company shall pay to such Holder, in
      cash, as liquidated damages and not as a penalty, for each $1,000 of
      VWAP of the Common Stock, $10 per Trading Day (increasing to $20 per
      Trading Day after ten (10) Trading Days after the Warrant Share Delivery
      Date) for each Trading Day after the Warrant Share Delivery Date until
      such certificates are delivered.
    

    
            (vi)  In addition to any other rights available to the Holder, if
      the Company fails to cause its transfer agent to transmit to the Holder
      a certificate or certificates representing the Warrant Shares pursuant
      to an exercise on or before the Delivery Date, and if after such date
      the Holder is required by its broker to purchase (in an open market
      transaction or otherwise) shares of Common Stock to deliver in
      satisfaction of a sale by the Holder of the Warrant Shares which the
      Holder anticipated receiving upon such exercise (a “Buy-In”),
      then the Company shall (1) pay in cash to the Holder the amount by which
      (x) the Holder’s total purchase price (including brokerage commissions,
      if any) for the shares of Common Stock so purchased exceeds (y) the
      amount obtained by multiplying (A) the number of Warrant Shares that the
      Company was required to deliver to the Holder in connection with the
      exercise at issue times (B) the price at which the sell order giving
      rise to such purchase obligation was executed, and (2) at the option of
      the Holder, either reinstate the portion of the Warrant and equivalent
      number of Warrant Shares for which such exercise was not honored or
      deliver to the Holder the number of shares of Common Stock that would
      have been issued had the Company timely complied with its exercise and
      delivery obligations hereunder.  For example, if the Holder purchases
      Common Stock having a total purchase price of $11,000 to cover a Buy-In
      with respect to an attempted exercise of shares of Common Stock with an
      aggregate sale price giving rise to such purchase obligation of $10,000,
      under clause (1) of the immediately preceding sentence the Company shall
      be required to pay the Holder $1,000. The Holder shall provide the
      Company written notice indicating the amounts payable to the Holder in
      respect of the Buy-In, together with applicable confirmations and other
      evidence reasonably requested by the Company.  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 this Warrant as required pursuant to the
      terms hereof.
    

    

    

    
      
        

        

      

      
        
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           (vii)  No Fractional Shares
      or Scrip.  No fractional shares or scrip representing fractional
      shares shall be issued upon the exercise of this Warrant.  As to any
      fraction of a share which Holder would otherwise be entitled to purchase
      upon such exercise, the Company shall at its election, either pay a cash
      adjustment in respect of such final fraction in an amount equal to such
      fraction multiplied by the Exercise Price or round up to the next whole
      share.
    

    
          (viii)  Charges, Taxes and Expenses.  Issuance
      of certificates for Warrant Shares shall be made without charge to the
      Holder or other incidental expense in respect of the issuance of such
      certificate, and such certificates shall be issued in the name of the
      Holder or in such name or names as may be directed by the Holder;
      provided, however, that in the event certificates for Warrant Shares are
      to be issued in a name other than the name of the Holder, this Warrant
      when surrendered for exercise shall be accompanied by the Assignment
      Form attached hereto duly executed by the Holder; the assignment shall
      be subject to Section 4 below, and the Company may require, as a
      condition thereto, the payment of a sum sufficient to reimburse it for
      any transfer tax incidental thereto.
    

    
            (ix)  Closing of Books.  The
      Company will not close its stockholder books or records in any manner
      which prevents the timely exercise of this Warrant, pursuant to the
      terms hereof.
    

    
         (e)  Cashless Exercise.  If at any
      time after six months from the earlier of (i) date of issuance of this
      Warrant or (ii) the date of issuance of any security that was given in
      exchange or replacement for this Warrant, there is no effective
      Registration Statement registering, or no current prospectus available
      for, the resale of the Warrant Shares by the Holder (a “Cashless
      Exercise Trigger”), then this Warrant may also be exercised at such time
      by means of a “cashless exercise” in which the Holder shall be entitled
      to receive a certificate for the number of Warrant Shares equal to the
      quotient obtained by dividing [(A-B) (X)] by (A), where:
    

    
      (A) = the VWAP on the Trading Day immediately preceding the date of such
      election;
    

    

    

    
      
        

        

      

      
        
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      (B) =  the Exercise Price of this Warrant, as adjusted; and
    

    
      (X) = the number of Warrant Shares issuable upon exercise of this
      Warrant in accordance with the terms of this Warrant by means of a cash
      exercise rather than a cashless exercise.
    

    
      Section 3.  Adjustment of Exercise Price and Number of
      Shares Issuable Upon Exercise.  The Exercise Price and the number of
      shares purchasable upon the exercise of this Warrant shall be subject to
      adjustment from time to time upon the occurrence of certain events
      described in this Section 3. Upon each adjustment of the Exercise Price,
      the Holder of this Warrant shall thereafter be entitled to purchase, at
      the Exercise Price resulting from such adjustment, the number of shares
      obtained by multiplying the Exercise Price in effect immediately prior
      to such adjustment by the number of shares purchasable pursuant hereto
      immediately prior to such adjustment, and dividing the product thereof
      by the Exercise Price resulting from such adjustment.
    

    
      (a)  If the Company issues or sells, or in accordance with this
      Section 3 is deemed to have issued or sold, any shares of Common Stock
      (including the issuance or sale of shares of Common Stock owned or held
      by or for the account of the Company for a consideration per share (the “New
      Issuance Price”) less than a price (the “Applicable
      Price”) equal to the Exercise Price in effect immediately prior to
      such issue or sale (the foregoing a “Dilutive Issuance”),
      then immediately after such Dilutive Issuance, the Exercise Price then
      in effect shall be reduced to the New Issuance Price.  For purposes of
      determining the adjusted Exercise Price under this Section 4, the
      following shall be applicable:
    

    
         (i)  Issuance of Options.  If the
      Company in any manner grants or sells any Options (defined below) and
      the lowest price per share for which one share of Common Stock is
      issuable upon the exercise of any such Option or upon conversion or
      exchange or exercise of any Convertible Securities (defined below)
      issuable upon exercise of such Option is less than the Applicable Price,
      then all of such shares of Common Stock underlying such Option shall be
      deemed to be outstanding and to have been issued and sold by the Company
      at the time of the granting or sale of such Option for such price per
      share.  For purposes of this Section 3(a)(i), the “lowest price per
      share for which one share of Common Stock is issuable upon the exercise
      of any such Option or upon conversion or exchange or exercise of any
      Convertible Securities issuable upon exercise of such Option” shall be
      equal to the sum of the lowest amounts of consideration (if any)
      received or receivable by the Company with respect to any one share of
      Common Stock upon granting or sale of the Option, upon exercise of the
      Option and upon conversion or exchange or exercise of any Convertible
      Security issuable upon exercise of such Option.  No further adjustment
      of the price of conversion shall be made upon the actual issuance and/or
      sale of such share of Common Stock or of such Convertible Securities
      upon the exercise of such Options or upon the actual issuance and/or
      sale of such Common Stock upon conversion or exchange or exercise of
      such Convertible Securities.  “Convertible Security”
      or “Convertible Securities” means any stock or other
      securities (other than Options) directly or indirectly convertible into
      or exercisable or exchangeable for shares of Common Stock, and “Option”
      or “Options” means any rights, warrants or options to
      subscribe for or purchase shares of Common Stock or Convertible
      Securities.
    

    
        (ii)  Issuance of Convertible Securities.  If
      the Company in any manner issues or sells any Convertible Securities and
      the lowest price per share for which one share of Common Stock is
      issuable upon such conversion or exchange or exercise thereof is less
      than the Applicable Price, then all shares of Common Stock issuable upon
      conversion of such Convertible Securities shall be deemed to be
      outstanding and to have been issued and sold by the Company at the time
      of the issuance or sale of such Convertible Securities for such price
      per share.  For the purposes of this Section 3(a)(ii), the “lowest price
      per share for which one share of Common Stock is issuable upon such
      conversion or exchange or exercise” shall be equal to the sum of the
      lowest amounts of consideration (if any) received or receivable by the
      Company with respect to any one share of Common Stock upon the issuance
      or sale of the Convertible Security and upon the conversion or exchange
      or exercise of such Convertible Security.  No further adjustment of the
      Exercise Price shall be made upon the actual issuance of such share of
      Common Stock upon conversion or exchange or exercise of such Convertible
      Securities, and if any such issue or sale of such Convertible Securities
      is made upon exercise of any Options for which adjustment of the price
      of conversion had been or are to be made pursuant to other provisions of
      this Section 3, no further adjustment of the Exercise Price shall be
      made by reason of such issue or sale.
    

    

    

    
      
        

        

      

      
        
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       (iii)  Change in Option Price or Rate of Conversion.  If
      the purchase price provided for in any Options, the additional
      consideration, if any, payable upon the issue, conversion, exchange or
      exercise of any Convertible Securities, or the rate at which any
      Convertible Securities are convertible into or exchangeable or
      exercisable for Common Stock changes at any time, the Exercise Price in
      effect at the time of such change shall be adjusted to the Exercise
      Price which would have been in effect at such time had such Options or
      Convertible Securities provided for such changed purchase price,
      additional consideration or changed conversion rate, as the case may be,
      at the time initially granted, issued or sold.  For purposes of this
      Section 3(a)(iii), if the terms of any Option or Convertible Security
      that was outstanding as of the Issuance Date are issued are changed in
      the manner described in the immediately preceding sentence, then such
      Option or Convertible Security and the Common Stock deemed issuable upon
      exercise, conversion or exchange thereof shall be deemed to have been
      issued as of the date of such change.  No adjustment shall be made if
      such adjustment would result in an increase of the Exercise Price then
      in effect.
    

    
        (iv)  Calculation of Consideration Received.  If
      any Option is issued in connection with the issue or sale of other
      securities of the Company, together comprising one integrated
      transaction in which no specific consideration is allocated to such
      Options by the parties thereto, the Options will be deemed to have been
      issued for a consideration of $0.01. If any Common Stock, Options or
      Convertible Securities are issued or sold or deemed to have been issued
      or sold for cash, the consideration received therefor will be deemed to
      be the gross amount paid by the purchaser of such Common Stock, Options,
      or Convertible Securities, before any commissions, discounts, fees or
      expenses. If any Common Stock, Options or Convertible Securities are
      issued to the owners of the non-surviving entity in connection with any
      merger in which the Company is the surviving entity, the amount of
      consideration therefor will be deemed to be the fair value of such
      portion of the net assets and business (including goodwill) of the
      non-surviving entity as is attributable to such Common Stock, Options or
      Convertible Securities, as the case may be.  If any Common Stock,
      Options or Convertible Securities are issued or sold or deemed to have
      been issued or sold for non-cash consideration, the consideration
      received therefore will be deemed to be the fair value of such non-cash
      consideration as determined in good faith by the board of directors of
      the Company.  No adjustment shall be made if such adjustment would
      result in an increase of the Exercise Price then in effect.
    

    

    

    
      
        

        

      

      
        
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         (v)  Record Date.  If the Company
      takes a record of the holders of Common Stock for the purpose of
      entitling them (i) to receive a dividend or other distribution payable
      in Common Stock, Options or in Convertible Securities or (ii) to
      subscribe for or purchase Common Stock, Options or Convertible
      Securities, then such record date will be deemed to be the date of the
      issue or sale of the Common Stock deemed to have been issued or sold
      upon the declaration of such dividend or the making of such other
      distribution or the date of the granting of such right of subscription
      or purchase, as the case may be.
    

    
      (b)  Stock Dividends and Splits.   If the
      Company, at any time while this Warrant is outstanding: (i) pays a stock
      dividend or otherwise makes a distribution or distributions on shares of
      its Common Stock or any other equity or equity-equivalent securities
      payable in shares of Common Stock (which, for avoidance of doubt, shall
      not include any shares of Common Stock issued by the Company pursuant to
      this Warrant), (ii) subdivides outstanding shares of Common Stock into a
      larger number of shares, (iii) combines (including by way of reverse
      stock split) outstanding shares of Common Stock into a smaller number of
      shares, or (iv) issues by reclassification of shares of the Common Stock
      any shares of capital stock of the Company, then in each case the
      Exercise Price shall be multiplied by a fraction of which the numerator
      shall be the number of shares of Common Stock (excluding treasury
      shares, if any) outstanding immediately before such event and of which
      the denominator shall be the number of shares of Common Stock
      outstanding immediately after such event and the number of shares
      issuable upon exercise of this Warrant shall be proportionately
      adjusted.  Any adjustment made pursuant to this Section 3(b) shall
      become effective immediately after the record date for the determination
      of stockholders entitled to receive such dividend or distribution and
      shall become effective immediately after the effective date in the case
      of a subdivision, combination or re-classification.
    

    
      (c)  Pro Rata Distributions.  If the Company, at any
      time prior to the Termination Date, shall distribute to all holders of
      Common Stock (and not to Holders of the Warrants) evidences of its
      indebtedness or assets (including cash and cash dividends) or rights or
      warrants to subscribe for or purchase any security other than the Common
      Stock, then in each such case the Exercise Price shall be adjusted by
      multiplying the Exercise Price in effect immediately prior to the record
      date fixed for determination of stockholders entitled to receive such
      distribution by a fraction of which the denominator shall be the
      Volume-Weighted Average Price (“VWAP”) (defined below)
      determined as of the record date mentioned above, and of which the
      numerator shall be such VWAP on such record date less the then per share
      fair market value at such record date of the portion of such assets or
      evidence of indebtedness so distributed applicable to one outstanding
      share of the Common Stock as determined by the board of directors of the
      Company in good faith.  The adjustment shall be described in a statement
      provided to the Holder.  Such adjustment shall be made whenever any such
      distribution is made and shall become effective immediately after the
      record date mentioned above.  “VWAP” means, for
      any date, the price determined by the first of the following clauses
      that applies: (a) if the Common Stock is then listed or quoted on a
      Trading Market, the daily volume weighted average price of the Common
      Stock for such date (or the nearest preceding date) on the Trading
      Market on which the Common Stock is then listed or quoted for trading as
      reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New
      York City time) to 4:02 p.m. (New York City time)); (b)  if the OTC
      Bulletin Board is not a Trading Market, the volume weighted average
      price of the Common Stock for such date (or the nearest preceding date)
      on the OTC Bulletin Board; (c) if the Common Stock is not then quoted
      for trading on the OTC Bulletin Board and if prices for the Common Stock
      are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or
      a similar organization or agency succeeding to its functions of
      reporting prices), the most recent bid price per share of the Common
      Stock so reported; or (d) in all other cases, the fair market value of a
      share of Common Stock as determined by an independent appraiser selected
      in good faith by the Holder and reasonably acceptable to the Company.
    

    

    

    
      
        

        

      

      
        
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      (d)  Fundamental Transactions. If, at any time while
      this Warrant is outstanding, there is a Fundamental Transaction (defined
      below), then, upon any subsequent exercise of this Warrant, the Holder
      shall have the right to receive, for each Warrant Share that would have
      been issuable upon such exercise immediately prior to the occurrence of
      such Fundamental Transaction, at the option of the Holder, upon exercise
      of this Warrant, the number of shares of Common Stock of the successor
      or acquiring corporation or of the Company, if it is the surviving
      corporation, and any additional consideration (the “Alternate
      Consideration”) receivable upon or as a result of such
      reorganization, reclassification, merger, consolidation or disposition
      of assets by a Holder of the number of shares of Common Stock for which
      this Warrant is exercisable immediately prior to such event.  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.  To
      the extent necessary to effectuate the foregoing provisions, any
      successor to the Company or surviving entity in such Fundamental
      Transaction shall issue to the Holder a new warrant consistent with the
      foregoing provisions and evidencing the Holder’s right to exercise such
      warrant into Alternate Consideration. The terms of any agreement
      pursuant to which a Fundamental Transaction is effected shall include
      terms requiring any such successor or surviving entity to comply with
      the provisions of this Section 3(d) and insuring that this
      Warrant (or any such replacement security) will be similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.  “Fundamental Transaction” means one
      or more related transactions where, directly or indirectly (i)  the
      Company effects any merger or consolidation of the Company with or into
      another Person, (ii) the Company effects any sale of all or
      substantially all of its assets in one transaction or a series of
      related transactions, (iii) any tender offer or exchange offer (whether
      by the Company or another 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 (iv) the Company effects any
      reorganization, recapitalization, or 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; (v)  the Company consummates a stock purchase
      agreement or other business combination (including, without limitation,
      a reorganization, recapitalization, spin-off or scheme of arrangement)
      with another Person; (iv) any “person” or “group” (as these terms are
      used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or
      shall become the “beneficial owner” (as defined in Rule 13d-3 under the
      Exchange Act), directly or indirectly, of 50% of the aggregate Voting
      Stock of the Corporation.  “Person” means an
      individual or corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company,
      joint stock company, government (or an agency or subdivision thereof) or
      other entity of any kind.  “Voting Stock” of a
      Person means capital stock of such Person of the class or classes
      pursuant to which the holders thereof have the general voting power to
      elect, or the general power to appoint, at least a majority of the board
      of directors, managers or trustees of such Person (irrespective of
      whether or not at the time capital stock of any other class or classes
      shall have or might have voting power by reason of the happening of any
      contingency).
    

    

    

    
      
        

        

      

      
        
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      (e)  Other Events.  If any event occurs of the type
      contemplated by the provisions of this Section 4 but not expressly
      provided for by such provisions (including, without limitation, the
      granting of stock appreciation rights, phantom stock rights or other
      rights with equity features), then the Company’s board of directors in
      good faith will make an appropriate adjustment in the Exercise Price so
      as to be equitable under the circumstances and otherwise protect the
      rights of the Holders; provided that no such adjustment will increase
      the Exercise Price as otherwise determined pursuant to this Section 3.
    

    
      (f)  Calculations.   All calculations under this
      Section 3 shall be made to the nearest cent or the nearest 1/100th of a
      share, as the case may be. For purposes of this Section 4, the number of
      shares of Common Stock deemed to be issued and outstanding as of a given
      date shall be the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.
    

    
      (g)  Exceptions to Adjustment of Exercise Price.
      Notwithstanding the foregoing, the adjustments set forth in this Section
      3 shall not apply in respect to the issuance of the following (each, a “Exempt
      Issuance”):  (1) shares of Common Stock issued upon conversion or
      exercise of any Options or Convertible Securities that are outstanding
      on the day immediately preceding the Initial Closing Date, provided that
      the terms of such Options or Convertible Securities are not amended,
      modified or changed on or after the Closing Date to lower the conversion
      or exercise price thereof and so long as the number of shares of Common
      Stock underlying such securities is not otherwise increased; (2) Up to
      10,000,000 shares of Common Stock in the aggregate that are issued under
      the Company’s stock option plan (the “SOP”) pursuant
      to the terms of the SOP in effect on the day immediately preceding the
      Initial Closing Date; (3) securities issued pursuant to acquisitions or
      strategic transactions approved by a majority directors of the Company
      not interested in the transaction, provided that any such issuance shall
      only be to a Person which is, itself or through its subsidiaries, an
      operating company in a business synergistic with the business of the
      Corporation and in which the Corporation receives benefits in addition
      to the investment of funds; provided that, an issuance of securities
      primarily for the purpose of raising capital or to an entity whose
      primary business is investing in securities shall not be an Exempt
      Issuance; and (4) shares of Common Stock issued in a best efforts
      underwritten public offering in which the gross cash proceeds to the
      Company (before underwriting discounts, commissions and fees) are at
      least $30,000,000.
    

    
      (h)  Voluntary Adjustment By Company.  The Company may
      at any time during the term of this Warrant reduce the then current
      Exercise Price to any amount and for any period of time deemed
      appropriate by the Board of Directors of the Company.
    

    
      (i)  Notice to Holders.
    

    
      (i)  Adjustment to Exercise Price.  Whenever the
      Exercise Price is adjusted pursuant to any provision of this Section 3,
      the Company shall promptly mail to each Holder a notice setting forth
      the Exercise Price after such adjustment and setting forth a brief
      statement of the facts requiring such adjustment.
    

    

    

    
      
        

        

      

      
        
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      (ii)  Notice to Allow Exercise by Holder.  If (A) the
      Company shall declare a dividend (or any other distribution in whatever
      form) on the Common Stock; (B) the Company shall declare a special
      nonrecurring cash dividend on or a redemption of the Common Stock; (C)
      the Company shall authorize the granting to all holders of the Common
      Stock rights or warrants to subscribe for or purchase any shares of
      capital stock of any class or of any rights; (D) the approval of any
      stockholders of the Company shall be required in connection with any
      reclassification of the Common Stock, any consolidation or merger to
      which the Company is a party, any sale or transfer of all or
      substantially all of the assets of the Company, of any compulsory share
      exchange whereby the Common Stock is converted into other securities,
      cash or property; (E) the Company shall authorize the voluntary or
      involuntary dissolution, liquidation or winding up of the affairs of the
      Company; then, in each case, the Company shall cause to be mailed to the
      Holder at its last address as it shall appear upon the Warrant Register
      of the Company, at least ten (10) calendar days prior to the applicable
      record or effective date hereinafter specified, a notice stating (X) the
      date on which a record is to be taken for the purpose of such dividend,
      distribution, redemption, rights or warrants, or if a record is not to
      be taken, the date as of which the holders of the Common Stock of record
      to be entitled to such dividend, distributions, redemption, rights or
      warrants are to be determined or (Y) the date on which such
      reclassification, consolidation, merger, sale, transfer or share
      exchange is expected to become effective or close, and the date as of
      which it is expected that holders of the Common Stock of record shall be
      entitled to exchange their shares of the Common Stock for securities,
      cash or other property deliverable upon such reclassification,
      consolidation, merger, sale, transfer or share exchange; provided that
      the failure to mail such notice or any defect therein or in the mailing
      thereof shall not affect the validity of the corporate action required
      to be specified in such notice.  The Holder is entitled to exercise this
      Warrant during the ten (10) day period commencing on the date of such
      notice to the effective date of the event triggering such notice.
    

    
      Section 4.  Transfer of Warrant.
    

    
         (a)  Transferability.  Subject to
      compliance with any applicable securities laws and the conditions set
      forth in Section 4(d) hereof, this Warrant and all rights hereunder
      (including, without limitation, any registration rights) are
      transferable, in whole or in part, upon surrender of this Warrant at the
      principal office of the Company or its designated agent, together with a
      written assignment of this Warrant substantially in the form attached
      hereto duly executed by the Holder or its agent or attorney and funds
      sufficient to pay any transfer taxes payable upon the making of such
      transfer.  Upon such surrender and, if required, such payment, the
      Company shall execute and deliver a new Warrant or Warrants in the name
      of the assignee or assignees and in the denomination or denominations
      specified in such instrument of assignment, and shall issue to the
      assignor a new Warrant evidencing the portion of this Warrant not so
      assigned, and this Warrant shall promptly be cancelled.  A Warrant, if
      properly assigned, may be exercised by a new holder for the purchase of
      Warrant Shares without having a new Warrant issued.
    

    

    

    
      
        

        

      

      
        
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         (b)  New Warrants, This Warrant may
      be divided or combined with other Warrants upon presentation hereof at
      the aforesaid office of the Company, together with a written notice
      specifying the names and denominations in which new Warrants are to be
      issued, signed by the Holder or its agent or attorney.  Subject to
      compliance with Section 4(a), as to any transfer which may be involved
      in such division or combination, the Company shall execute and deliver a
      new Warrant or Warrants in exchange for the Warrant or Warrants to be
      divided or combined in accordance with such notice.
    

    
         (c)  Warrant Register.  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.
    

    
         (d)  Transfer Restrictions.  If, at
      the time of the surrender of this Warrant in connection with any
      transfer of this Warrant, the transfer of this Warrant shall not be
      registered pursuant to an effective registration statement under the
      Securities Act and under applicable state securities or blue sky laws,
      the Company may require, as a condition of allowing such transfer (i)
      that the Holder or transferee of this Warrant, as the case may be,
      furnish to the Company a written opinion of counsel (which opinion shall
      be in form, substance and scope customary for opinions of counsel in
      comparable transactions) to the effect that such transfer may be made
      without registration under the Securities Act and under applicable state
      securities or blue sky laws, (ii) that the holder or transferee execute
      and deliver to the Company an investment letter in form and substance
      acceptable to the Company and (iii) that the transferee be an
      “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3),
      (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified
      institutional buyer” as defined in Rule 144A(a) under the Securities Act.
    

    
      Section 5.  Miscellaneous.
    

    
         (a)  No Rights as Shareholder Until
      Exercise.  This Warrant does not entitle the Holder to any voting
      rights or other rights as a shareholder of the Company prior to the
      exercise hereof as set forth in Section 2.
    

    
         (b)  Loss, Theft Destruction or
      Mutilation of Warrant.  The Company covenants that upon receipt by
      the Company of evidence reasonably satisfactory to it of the loss,
      theft, destruction or mutilation of this Warrant or any stock
      certificate relating to the Warrant Shares, and in case of loss, theft
      or destruction, of indemnity or security reasonably satisfactory to it
      (which, in the case of the Warrant, shall not include the posting of any
      bond), and upon surrender and cancellation of such Warrant or stock
      certificate, if mutilated, the Company will make and deliver a new
      Warrant or stock certificate of like tenor and dated as of such
      cancellation, in lieu of such Warrant or stock certificate.
    

    

    

    
      
        

        

      

      
        
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         (c)  Saturdays, Sundays, Holidays, etc.  If
      the last or appointed day for the taking of any action or the expiration
      of any right required or granted herein shall not be a Business Day,
      then such action may be taken or such right may be exercised on the next
      succeeding Business Day.
    

    
         (d)  Authorized Shares.  The Company
      covenants that, during the period the Warrant is outstanding, it will
      reserve from its authorized and unissued Common Stock a sufficient
      number of shares to provide for the issuance of the Warrant Shares upon
      the exercise of any purchase rights under this Warrant.  The Company
      further covenants that its issuance of this Warrant shall constitute
      full authority to its officers who are charged with the duty of
      executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase
      rights under this Warrant.  The Company will take all such reasonable
      action as may be necessary to assure that such Warrant Shares may be
      issued as provided herein without violation of any applicable law or
      regulation, or of any requirements of the Trading Market upon which the
      Common Stock may be listed.
    

    
      Before taking any action which would result in an adjustment in the
      number of Warrant Shares for which this Warrant is exercisable or in the
      Exercise Price, the Company shall obtain all such authorizations or
      exemptions thereof, or consents thereto, as may be necessary from any
      public regulatory body or bodies having jurisdiction thereof.
    

    
         (e)  Jurisdiction.  All questions
      concerning the construction, validity, enforcement, venue, jurisdiction,
      and interpretation of this Warrant shall be determined in accordance
      with the provisions of the Securities Purchase Agreement.
    

    
         (f)  Restrictions.  The Holder
      acknowledges that the Warrant Shares acquired upon the exercise of this
      Warrant, if not registered, will have restrictions upon resale imposed
      by state and federal securities laws.
    

    
         (g)  Nonwaiver and Expenses.  No
      course of dealing or any delay or failure to exercise any right
      hereunder on the part of Holder shall operate as a waiver of such right
      or otherwise prejudice Holder's rights, powers or remedies,
      notwithstanding the fact that all rights hereunder terminate on the
      Termination Date.  If the Company willfully and knowingly fails to
      comply with any provision of this Warrant, which results in any material
      damages to the Holder, the Company shall pay to Holder such amounts as
      shall be sufficient to cover any costs and expenses including, but not
      limited to, reasonable attorneys' fees, including those of appellate
      proceedings, incurred by Holder in collecting any amounts due pursuant
      hereto or in otherwise enforcing any of its rights, powers or remedies
      hereunder.
    

    
         (h)  Notices.  Any notice, request or
      other document required or permitted to be given or delivered to the
      Holder by the Company shall be delivered in accordance with the notice
      provisions of the Securities Purchase Agreement.
    

    

    

    
      
        

        

      

      
        
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         (i)  Limitation of Liability.  No
      provision hereof, in the absence of any affirmative action by Holder to
      exercise this Warrant to purchase Warrant Shares, and no enumeration
      herein of the rights or privileges of Holder, shall give rise to any
      liability of Holder for the purchase price of any Common Stock or as a
      stockholder of the Company, whether such liability is asserted by the
      Company or by creditors of the Company.
    

    
         (j)  Remedies.  Holder, in addition
      to being entitled to exercise all rights granted by law, including
      recovery of damages, will be entitled to specific performance of its
      rights under this Warrant.  The Company agrees that monetary damages
      would not be adequate compensation for any loss incurred by reason of a
      breach by it of the provisions of this Warrant and hereby agrees to
      waive and not to assert the defense in any action for specific
      performance that a remedy at law would be adequate.
    

    
         (k)  Successors and Assigns.  Subject
      to applicable securities laws, this Warrant and the rights and
      obligations evidenced hereby shall inure to the benefit of and be
      binding upon the successors of the Company and the successors and
      permitted assigns of Holder.  The provisions of this Warrant are
      intended to be for the benefit of all Holders from time to time of this
      Warrant and shall be enforceable by any such Holder or holder of Warrant
      Shares.
    

    
         (l)  Amendment.  This Warrant may be
      modified or amended or the provisions hereof waived only with the
      written consent of the Company and the Holder.
    

    
         (m)  Severability.  Wherever
      possible, each provision of this Warrant shall be interpreted in such
      manner as to be effective and valid under applicable law, but if any
      provision of this Warrant shall be prohibited by or invalid under
      applicable law, such provision shall be ineffective to the extent of
      such prohibition or invalidity, without invalidating the remainder of
      such provisions or the remaining provisions of this Warrant.
    

    
         (n)  Headings.  The headings used in
      this Warrant are for the convenience of reference only and shall not,
      for any purpose, be deemed a part of this Warrant.
    

    

    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
      by its officer thereunto duly authorized
    

    
    	
          Dated: February 24, 2010
        	

        
	

        	
           
        
	

        	
          
            NET TALK.COM, INC.
          

        
	

        	
           
        
	

        	
           
        
	

        	
          
            By: /s/ Anastasios Kyriakides
          

        
	

        	
          
            Name: Anastasios Kyriakides
          

        
	

        	
          
            Title: CEO and President
          

        


    

    

    

    
      
        

        

      

      
        
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      NOTICE OF EXERCISE
    

    
      


    

    
      TO:       [                                       ]
    

    
      (1)       The undersigned hereby elects to purchase __________ Warrant
      Shares of the Company pursuant to the terms of the attached Warrant
      (only if exercised in full), and tenders herewith payment of the
      exercise price in full, together with all applicable transfer taxes, if
      any.
    

    
      (2)       Payment will be made in lawful money of the United States.
    

    
      (3)       Please issue a certificate or certificates representing said
      Warrant Shares in the name of the undersigned or in such other name as
      is specified below:
    

    

    

    
      The Warrant Shares shall be delivered to the following DWAC Account
      Number or by physical delivery of a certificate to:
    

    

    

    

    

    

    

    
      (4)       Accredited Investor.  The
      undersigned certifies that it is an “accredited investor” as defined in
      Regulation D promulgated under the Securities Act of 1933, as amended.
    

    
      [SIGNATURE OF HOLDER]
    

    
      Name of Investing Entity:                                                                                               
    

    
      Signature of Authorized Signatory of Investing Entity:                                                        
    

    
      Name of Authorized Signatory:                                                                                           
    

    
      Title of Authorized Signatory:                                                                                          
    

    
      Date:                                                                                                                             
    

    
      ASSIGNMENT FORM
    

    
      

      

      (To assign the foregoing warrant, execute
this form and supply
      required information.
Do not use this form to exercise the warrant.)
    

    
      FOR VALUE RECEIVED, [____] all of or [____] shares of the foregoing
      Warrant and all rights evidenced thereby are hereby assigned to
    

    
                                                                                                          
      whose address is
    

    
                                                                                                                              .
    

    

    

    

    

    
      
        

        

      

      
        
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      Dated:  _________________, ____
    

    
      Holder's Signature:                                                             
    

    
      Holder's Address:                                                               
    

    

    

    
      Signature Guaranteed:                                                                     
    

    
      NOTE: The signature to this Assignment Form must correspond with the
      name as it appears on the face of the Warrant, without alteration or
      enlargement or any change whatsoever, and must be guaranteed by a bank
      or trust company.  Officers of corporations and those acting in a
      fiduciary or other representative capacity should file proper evidence
      of authority to assign the foregoing Warrant.
    

    
      

      17