================================================================================


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

           Right to Purchase up to ________ Shares of Common Stock of


                                 ROCKETINFO INC.
                   ------------------------------------------
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. _________________                                Issue Date:  June 29, 2007

         ROCKETINFO INC., a corporation organized under the laws of the State of
Delaware (the "Company"),  hereby certifies that, for value received, _________,
or assigns (the "Holder"), is entitled, subject to the terms set forth below, to
purchase  from the Company  from and after the Issue Date of this Warrant and at
any time or from time to time before 5:00 p.m.,  New York time, on June 29, 2009
(the "Expiration Date"), up to _________ fully paid and nonassessable  shares of
Common  Stock (as  hereinafter  defined),  $0.001  par value per  share,  at the
applicable Exercise Price per share (as defined below). The number and character
of such shares of Common Stock and the  applicable  Exercise Price per share are
subject to adjustment as provided herein.

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

(a)      The term "Company" shall include  Rocketinfo Inc. and any person or
         entity which shall succeed, or assume the obligations of, Rocketinfo
         Inc. hereunder.

(b)      The term "Common Stock"  includes (i) the Company's  Common Stock,  par
         value $0.001 per share; and (ii) any other securities into which or for
         which any of the securities  described in the preceding  clause (i) 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 stock  (other  than Common
         Stock)  and  other  securities  of  the  Company  or any  other  person
         (corporate  or  otherwise)  which the holder of the Warrant at any time
         shall be entitled to receive,  or shall have received,  on the exercise
         of the 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.

(d)      The "Exercise Price" applicable under this Warrant shall be $0.20.

                                       1

<page>

1.       Exercise of Warrant.
         --------------------

1.1.  Number of Shares  Issuable upon  Exercise.  From and after the date hereof
through and  including  the  Expiration  Date,  the Holder  shall be entitled to
receive,  upon  exercise of this Warrant in whole or in part,  by delivery of an
original  or fax copy of an  exercise  notice  in the form  attached  hereto  as
Exhibit  A (the  "Exercise  Notice"),  shares of  Common  Stock of the  Company,
subject to adjustment pursuant to Section 4.

1.2.     Fair Market Value.  For purposes hereof, the "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 the American Stock
         Exchange or another  national  exchange or is quoted on the National or
         Capital Market of The Nasdaq Stock Market,  Inc.("Nasdaq"),
         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 the  American  Stock
         Exchange or another national exchange or on the Nasdaq but is traded on
         the NASD Over the Counter Bulletin Board,  then the mean of the average
         of the closing bid and asked 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 agreement by  arbitration  in accordance  with the rules
         then in effect 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.

(d)      If the Determination Date is the date of a liquidation,  dissolution or
         winding up, or any event  deemed to be a  liquidation,  dissolution  or
         winding up pursuant to the  Company's  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 the Warrant are outstanding at the Determination Date.

1.3.  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.

                                       2

<page>

1.4. Trustee for Warrant Holders.   In the event that a bank or trust  company
     ---------------------------
shall have been appointed as trustee for the holders of this Warrant 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.

2.       Procedure for Exercise.
         -----------------------

2.1. 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 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 in accordance herewith.  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,  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, together with any other 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.

2.2.     Exercise.
         ---------

(a)      Payment may be made in cash by wire transfer of  immediately  available
         funds or by  certified or official  bank check  payable to the order of
         the Company equal to the applicable  aggregate  Exercise Price, for the
         number of Common  Shares  specified  in such  Exercise  Notice (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.

3.       Effect of Reorganization, Etc.; Adjustment of Exercise Price.
         ------------------------------------------------------------
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 (c) transfer all or substantially all of
its  properties  or  assets to any other  person  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,  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

                                       3

<page>

effective date, the 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,
concurrently with any distributions  made to holders of its Common Stock,  shall
at its  expense  deliver  or cause to be  delivered  to the Holder the stock and
other securities and property  (including cash, where applicable)  receivable by
the Holder  pursuant to Section  3.1,  or, if the Holder  shall so instruct  the
Company,  to a bank or trust  company  specified  by the  Holder  and having its
principal office in New York, NY as trustee for the Holder (the "Trustee").

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  shares of stock and 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 such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transactions described in this Section 3, then the Company's
securities and property  (including  cash, where  applicable)  receivable by the
Holder will be delivered to the Holder or the Trustee as contemplated by Section
3.2.

4.  Extraordinary  Events  Regarding  Common  Stock.  In the event that the
    -----------------------------------------------
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding Common Stock or any preferred stock issued by
the Company (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  Exercise  Price  shall,
simultaneously  with the happening of such event, be adjusted by multiplying the
then Exercise Price by a fraction, the numerator of which shall be the number of
shares of  Common  Stock  outstanding  immediately  prior to such  event and the
denominator  of which shall be the number of shares of Common Stock  outstanding
immediately  after such event,  and the product so obtained shall  thereafter be
the Exercise Price then in effect. The Exercise Price, as so adjusted,  shall be
readjusted  in the same manner upon the  happening  of any  successive  event or
events  described herein in this Section 4. The number of shares of Common Stock
that the Holder 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 Exercise Price that would  otherwise (but for the
provisions  of this  Section 4) be in  effect,  and (b) the  denominator  is the
Exercise  Price in effect on the date of such exercise  (taking into account the
provisions of this Section 4). Notwithstanding the foregoing,  in no event shall
the Exercise Price be less than the par value of the Common Stock.

                                       4

<page>

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  Exercise  Price and the
number of shares of Common Stock to be received  upon  exercise of this Warrant,
in effect  immediately  prior to such adjustment or readjustment and as adjusted
or  readjusted as provided in this Warrant.  The Company will  forthwith  mail a
copy of each such certificate to the Holder and any Warrant agent of the Company
(appointed pursuant to Section 11 hereof).

6.  Reservation  of Stock,  Etc., Issuable on Exercise of Warrant.  The Company
    -------------------------------------------------------------
will at all times reserve and keep available, solely for issuance and delivery
on the exercise of this Warrant, shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of this Warrant.

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")  in whole or in
part.  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 evidence  reasonably  satisfactory  to the
Company  demonstrating  compliance with applicable  securities laws, which shall
include,  without  limitation,  the  provision  of  a  legal  opinion  from  the
Transferor's  counsel (at the  Company's  expense)  that such transfer is exempt
from the registration requirements of 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 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.

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 has not been granted registration
         -------------------
rights by the Company in respect of this Warrant.

                                       5

<page>

10. Warrant Agent.  The Company may, by written notice to the each Holder of the
    -------------
Warrant,  appoint an 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 such office by such agent.

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

12.      Notices,  Etc. All notices and other communications from the Company to
         -------------
the Holder shall be mailed by first class registered or certified mail,  postage
prepaid,  at such address as may have been furnished to the Company in writing
by such Holder or, until any such Holder  furnishes  to the Company an address,
then to, and at the address of, the last Holder who has so  furnished an address
to the Company.

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.  . In the  event  that any  provision  of this  Warrant  is  invalid  or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the validity or  enforceability  of any other  provision of this Warrant.
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 hereof.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]






                                       6

<page>


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


                                              ROCKETINFO INC.

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




















                                       7


<page>

                                    Exhibit A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)

TO:      Rocketinfo Inc.

         Attention:        Chief Financial Officer

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

                    ________ shares of the Common Stock covered by such Warrant.

         The  undersigned  herewith makes payment of the full Exercise Price for
such  shares  at the  price per share  provided  for in such  Warrant,  which is
$___________. Such payment takes the form of:

                    $__________ in lawful money of the United States.

         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:
                                              ----------------------------------

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

                                      A-1

<page>


                                    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 Rocketinfo  Inc. into 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 Rocketinfo Inc.
with full power of substitution in the premises.

                                                   Percentage           Number
Transferees          Address                      Transferred       Transferred

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

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

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





Dated:
         ---------------                        --------------------------------
                                                (Signature must conform to name
                                                 of holder as specified on the
                                                 face of the Warrant)


                                                Address:
                                                        ------------------------

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




                                                SIGNED IN THE PRESENCE OF:

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


ACCEPTED AND AGREED:
[TRANSFEREE]


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




                                      B-1