EXHIBIT
      4.9

    


    NEITHER
      THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HAVE BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
      ANY STATE SECURITIES LAW. IN ADDITION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED
      OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT
      COVERING THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS
      OR
      (ii) THE COMPANY FIRST RECEIVES AN OPINION FROM AN ATTORNEY, REASONABLY
      ACCEPTABLE TO THE COMPANY, STATING THAT THE PROPOSED TRANSFER IS EXEMPT FROM
      REGISTRATION UNDER THE ACT AND UNDER ALL APPLICABLE STATE SECURITIES LAWS.
      

    


    _______
      shares of Common Stock

    


    CLASS
      B

    WARRANT
      FOR THE PURCHASE OF

    SHARES
      OF COMMON STOCK

    OF

    SINGLE
      TOUCH SYSTEMS INC.

    


    (A
      Delaware corporation)

    


    FOR
      VALUE
      RECEIVED, Single Touch Systems Inc. ("Company"), hereby certifies that
      __________ or his, her or its registered assigns ("Holder"), is entitled,
      subject to the terms set forth below, to purchase from the Company, at any
      time
      or from time to time during the 36-month period commencing on July 24, 2008
      and
      expiring on July 23, 2011, _______ shares of Common Stock, $0.001 par value,
      of
      the Company ("Common Stock"), at purchase price of $2.05 per share. The number
      of shares of Common Stock purchasable upon exercise of this Warrant, and the
      purchase price per share, each as adjusted from time to time pursuant to the
      provisions of this Warrant, are hereinafter referred to as the "Warrant Shares"
      and the "Exercise Price," respectively.

    


    17. Exercise

    


    17.1 Procedure
      for Exercise.
      This
      Warrant may be exercised by the Holder, in whole or in part, by the surrender
      of
      this Warrant (with the Notice of Exercise Form attached hereto duly executed
      by
      such Holder) at the principal office of the Company, or at such other office
      or
      agency as the Company may designate, accompanied by payment in full, in lawful
      money of the United States, of an amount equal to the then applicable Exercise
      Price multiplied by the number of Warrant Shares then being purchased upon
      such
      exercise. 

    


    17.2 Date
      of Exercise.
      Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the day on which this Warrant shall have been
      surrendered to the Company. At such time, the person or persons in whose name
      or
      names any certificates for Warrant Shares shall be issuable upon such exercise
      shall be deemed to have become the holder or holders of record of the Warrant
      Shares represented by such certificates. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    17.3 Issuance
      of Certificate.
      As soon
      as practicable after the exercise of the purchase right represented by this
      Warrant, the Company at its expense will use its best efforts to cause to be
      issued in the name of, and delivered to, the Holder, or, subject to the terms
      and conditions hereof, to such other individual or entity as such Holder (upon
      payment by such Holder of any applicable transfer taxes) may direct:


    


    (i) a
      certificate or certificates for the number of full shares of Warrant Shares
      to
      which such Holder shall be entitled upon such exercise (subject to Section
      3
      hereof), and

    


    (ii) in
      case
      such exercise is in part only, a new warrant or warrants (dated the date hereof)
      of like tenor, stating on the face or faces thereof the number of shares
      currently stated on the face of this Warrant minus the number of such shares
      purchased by the Holder upon such exercise as provided in subsection 1.1 above.
      

    


    18. Adjustments.

    


    18.1 Split,
      Subdivision or Combination of Shares.
      If the
      outstanding shares of the Company's Common Stock at any time while this Warrant
      remains outstanding and unexpired shall be subdivided or split into a greater
      number of shares, or a dividend in Common Stock shall be paid in respect of
      Common Stock, the Exercise Price in effect immediately prior to such subdivision
      or at the record date of such dividend shall, simultaneously with the
      effectiveness of such subdivision or split or immediately after the record
      date
      of such dividend (as the case may be), shall be proportionately decreased.
      If
      the outstanding shares of Common Stock shall be combined or reverse-split into
      a
      smaller number of shares, the Exercise Price in effect immediately prior to
      such
      combination or reverse split shall, simultaneously with the effectiveness of
      such combination or reverse split, be proportionately increased. When any
      adjustment is required to be made in the Exercise Price, the number of shares
      of
      Warrant Shares purchasable upon the exercise of this Warrant shall be changed
      to
      the number determined by dividing (i) an amount equal to the number of shares
      issuable upon the exercise of this Warrant immediately prior to such adjustment,
      multiplied by the Exercise Price in effect immediately prior to such adjustment,
      by (ii) the Exercise Price in effect immediately after such adjustment.


    


    18.2 Reclassification
      Reorganization, Consolidation or Merger.
      In the
      case of any reclassification of the Common Stock (other than a change in par
      value or a subdivision or combination as provided for in subsection 2.1 above),
      or any reorganization, consolidation or merger of the Company with or into
      another corporation (other than a merger or reorganization with respect to
      which
      the Company is the continuing corporation and which does not result in any
      reclassification of the Common Stock), or a transfer of all or substantially
      all
      of the assets of the Company, or the payment of a liquidating distribution
      then,
      as part of any such reorganization, reclassification, consolidation, merger,
      sale or liquidating distribution, lawful provision shall be made so that the
      Holder of this Warrant shall have the right thereafter to receive upon the
      exercise hereof, the kind and amount of shares of stock or other securities
      or
      property which such Holder would have been entitled to receive if, immediately
      prior to any such reorganization, reclassification, consolidation, merger,
      sale
      or liquidating distribution, as the case may be, such Holder had held the number
      of shares of Common Stock which were then purchasable upon the exercise of
      this
      Warrant. In any such case, appropriate adjustment (as reasonably determined
      by
      the Board of Directors of the Company) shall be made in the application of
      the
      provisions set forth herein with respect to the rights and interests thereafter
      of the Holder of this Warrant such that the provisions set forth in this Section
      2 (including provisions with respect to the Exercise Price) shall thereafter
      be
      applicable, as nearly as is reasonably practicable, in relation to any shares
      of
      stock or other securities or property thereafter deliverable upon the exercise
      of this Warrant. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    18.3 Price
      Adjustment.  No
      adjustment in the per share Exercise Price shall be required unless such
      adjustment would require an increase or decrease in the Exercise Price of at
      least $0.01; provided, however, that any adjustments which by reason of this
      paragraph are not required to be made shall be carried forward and taken into
      account in any subsequent adjustment. All calculations under this Section 2
      shall be made to the nearest cent or to the nearest 1/100th of a share, as
      the
      case may be.

    


    18.4 No
      Impairment.  The
      Company will not, by amendment of its Articles of Incorporation or through
      any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms to be observed or performed
      hereunder by the Company but will at all times in good faith assist in the
      carrying out of all the provisions of this Section 2 and in the taking of all
      such actions as may be necessary or appropriate in order to protect against
      impairment of the rights of the Holder of this Warrant to adjustments in the
      Exercise Price. 

    


    18.5 Notice
      of Adjustment.  Upon
      any adjustment of the Exercise Price or extension of the Warrant exercise
      period, the Company shall forthwith give written notice thereto to the Holder
      of
      this Warrant describing the event requiring the adjustment, stating the adjusted
      Exercise Price and the adjusted number of shares purchasable upon the exercise
      hereof resulting from such event, and setting forth in reasonable detail the
      method of calculation and the facts upon which such calculation is based.


    


    19. Fractional
      Shares.  The
      Company shall not be required to issue fractions of shares of Common Stock
      upon
      exercise. If any fractions of a share would, but for this Section 3, be issuable
      upon any exercise, in lieu of such fractional share the Company shall round
      up
      or down to the nearest whole number. 

    


    20. Limitation
      on Sales.  Each
      holder of this Warrant acknowledges that this Warrant and the Warrant Shares,
      as
      of the date of original issuance of this Warrant, have not been registered
      under
      the Securities Act of 1933, as amended ("Act"), and agrees not to sell, pledge,
      distribute, offer for sale, transfer or otherwise dispose of this Warrant or
      any
      Warrant Shares issued upon its exercise in the absence of (a) an effective
      registration statement under the Act as to this Warrant or such Warrant Shares
      or (b) an opinion of counsel, reasonably acceptable to the Company, that such
      registration and qualification are not required. The Warrant Shares issued
      upon
      exercise thereof shall be imprinted with a legend in substantially the following
      form: 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND
      MAY
      NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
      (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SHARES UNDER
      THE
      ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) THE COMPANY FIRST RECEIVES
      AN OPINION FROM AN ATTORNEY, REASONABLY ACCEPTABLE TO THE COMPANY, STATING
      THAT
      THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND UNDER ALL
      APPLICABLE STATE SECURITIES LAWS. 

    


    21. Registration
      Rights.
      Pursuant to the term of the convertible note that was converted into units
      consisting, in part, of this Class B Warrant, and subject to Securities Act
      Rule
      415 registration restrictions, the Company has agreed to use its best efforts
      to
      file a registration statement within 60 days of the date of this Class B Warrant
      to register the Common Stock for resale.

    


    22. Notices
      of Record Date.
      In
      case: (i) the Company shall take a record of the holders of its Common Stock
      (or
      other stock or securities at the time deliverable upon the exercise of this
      Warrant) for the purpose of entitling or enabling them to receive any dividend
      or other distribution, or to receive any right to subscribe for or purchase
      any
      shares of any class or any other securities, or to receive any other right,
      or
      (ii) of any capital reorganization of the Company, any reclassification of
      the
      capital stock of the Company, any consolidation or merger of the Company with
      or
      into another corporation (other than a consolidation or merger in which the
      Company is the surviving entity), or any transfer of all or substantially all
      of
      the assets of the Company, or (iii) of the voluntary or involuntary dissolution,
      liquidation or winding-up of the Company, then, and in each such case, the
      Company will mail or cause to be mailed to the Holder of this Warrant a notice
      specifying, as the case may be, (i) the date on which a record is to be taken
      for the purpose of such dividend, distribution or right, and stating the amount
      and character of such dividend, distribution or right, or (ii) the effective
      date on which such reorganization, reclassification, consolidation, merger,
      transfer, dissolution, liquidation or winding-up is to take place, and the
      time,
      if any is to be fixed, as of which the holders of record of Common Stock (or
      such other stock or securities at the time deliverable upon the exercise of
      this
      Warrant) shall be entitled to exchange their shares of Common Stock (or such
      other stock or securities) for securities or other property deliverable upon
      such reorganization, reclassification, consolidation, merger, transfer,
      dissolution, liquidation or winding-up. Such notice shall be mailed at least
      ten
      (10) days prior to the record date or effective date for the event specified
      in
      such notice, provided that the failure to mail such notice shall not affect
      the
      legality or validity of any such action. 

    


    23. Reservation
      of Stock.  The
      Company will at all times reserve and keep available, solely for issuance and
      delivery upon the exercise of this Warrant, such shares of Common Stock and
      other stock, securities and property, as from time to time shall be issuable
      upon the exercise of this Warrant. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    24. Replacement
      of Warrants.  Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and (in the case of loss, theft or
      destruction) upon delivery of an indemnity agreement (with surety if reasonably
      required) in an amount reasonably satisfactory to the Company, or (in the case
      of mutilation) upon surrender and cancellation of this Warrant, the Company
      will
      issue, in lieu thereof, a new Warrant of like tenor. 

    


    25. Transfers,
      etc.
      

    


    25.1 Warrant
      Register.
      The
      Company will maintain a register containing the names and addresses of the
      Holders of this Warrant. Any Holder may change its, his or her address as shown
      on the warrant register by written notice to the Company requesting such change.
      

    


    25.2 Holder.
      Until
      any transfer of this Warrant is made in the warrant register, the Company may
      treat the Holder of this Warrant as the absolute owner hereof for all purposes;
      provided, however, that if and when this Warrant is properly assigned in blank,
      the Company may (but shall not be obligated to) treat the bearer hereof as
      the
      absolute owner hereof for all purposes, notwithstanding any notice to the
      contrary. 

    


    26. No
      Rights as Stockholder.  Until
      the exercise of this Warrant, the Holder of this Warrant shall not have or
      exercise any rights by virtue hereof as a stockholder of the Company.


    


    27. Successors.  The
      rights and obligations of the parties to this Warrant will inure to the benefit
      of and be binding upon the parties hereto and their respective heirs,
      successors, assigns, pledgees, transferees and purchasers. Without limiting
      the
      foregoing, the registration rights set forth in this Warrant shall inure to
      the
      benefit of the Holder and all the Holder’s successors, heirs, pledgees,
      assignees, transferees and purchasers of this Warrant and the Warrant
      Shares.

    


    28. Change
      or Waiver.  Any
      term of this Warrant may be changed or waived only by an instrument in writing
      signed by the party against which enforcement of the change or waiver is sought.
      

    


    29. Headings.  The
      headings in this Warrant are for purposes of reference only and shall not limit
      or otherwise affect the meaning of any provision of this Warrant. 

    


    30. Governing
      Law.  This
      Warrant shall be governed by and construed in accordance with the laws of
      the State
      of
      New York as such laws are applied to contracts made and to be fully performed
      entirely within that state between residents of that state. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    31. Jurisdiction
      and Venue.  The
      Company (i) agrees that any legal suit, action or proceeding arising out of
      or
      relating to this Warrant shall be instituted exclusively in New York State
      Supreme Court, County of New York or in the United States District Court for
      the
      Southern District of New York, (ii) waives any objection to the venue of any
      such suit, action or proceeding and the right to assert that such forum is
      not a
      convenient forum for such suit, action or proceeding, and (iii) irrevocably
      consents to the jurisdiction of the New York State Supreme Court, County of
      New
      York, and the United States District Court for the Southern District of New
      York
      in any such suit, action or proceeding, and the Company further agrees to accept
      and acknowledge service or any and all process which may be served in any such
      suit, action or proceeding in New York State Supreme Court, County of New York
      or in the United States District Court for the Southern District of New York
      and
      agrees that service of process upon it mailed by certified mail to its address
      shall be deemed in every respect effective service of process upon it in any
      suit, action or proceeding.

    


    32. Mailing
      of Notices, etc.  All
      notices and other communications under this Warrant (except payment) shall
      be in
      writing and shall be sufficiently given if sent to the Holder or the Company,
      as
      the case may be, by hand delivery, private overnight courier, with
      acknowledgment of receipt, or by registered or certified mail, return receipt
      requested, as follows:

    


    
      	
              Holder:

            	
              To
                Holder’s address on page 1 of this Warrant

            
	 	
              Attention:
                Name of Holder

            
	 	 
	
              The
                Company:

            	
              To
                the Company’s Principal Executive Offices

            
	 	
              Attention:
                President

            


    

    


    or
      to
      such other address as any of them, by notice to the others may designate from
      time to time. Time shall be counted to, or from, as the case may be, the
      delivery in person or by overnight courier or five (5) business days after
      mailing. 


    


    
      	
              SINGLE
                TOUCH SYSTEMS INC.

            
	 	 
	
              By:
                

            	 
	
              Name:
                Scott Vicari

            
	
              Title:
                President

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    NOTICE
      OF EXERCISE


    


    TO:
       Single
      Touch Systems Inc.

    


    1. The
      undersigned hereby elects to purchase ________ shares of the Single Touch
      Systems Inc., pursuant to terms of the attached Warrant, and tenders herewith
      payment of the Exercise Price of such shares in full, together with all
      applicable transfer taxes, if any. 

    


    2. Please
      issue a certificate or certificates representing said shares of the Common
      Stock
      in the name of the undersigned or in such other name as is specified below:
      

    


    3. The
      undersigned represents that it will sell the shares of Common Stock pursuant
      to
      an effective Registration Statement under the Securities Act of 1933, as
      amended, or an exemption from registration thereunder.


    


    
      	 
	
              (Name)

            
	 
	 
	
              (Address)

            
	 
	 
	 
	 
	 
	 
	
              (Taxpayer
                Identification Number)

            


    

     

    (Print
      Name of Holder)


    


    
      	
              By:

            	 
	 	 
	
              Title:

            	 
	 	 
	
              Date:

            	 


    

    


    
      
        
        

      

      
        7