THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY
      STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR
      HYPOTHECATED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
      THE
      ACT COVERING SUCH SECURITIES, (ii)
      THE
      SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR (iii) THE COMPANY
      RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES, WHICH OPINION
      AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT
      SUCH
      SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM
      THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IS IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS.





THIS
      WARRANT IS ISSUED PURSUANT TO THAT CERTAIN SETTLEMENT AGREEMENT AND RELEASE
      OF CLAIMS ENTERED INTO AND EFFECTIVE AS OF JULY 6, 2006, BETWEEN INFOSEARCH
      MEDIA, INC., A DELAWARE CORPORATION, AS SUCCESSOR IN INTEREST TO TRAFFICLOGIC,
      INC., A CALIFORNIA CORPORATION, AND GEMINI PARTNERS, INC., A CALIFORNIA
      CORPORATION.




Number
                of Shares: 300,000(subject
                to adjustment)Date
                of Issuance: July 6, 2006


**INFOSEARCH
      MEDIA, INC.**




**COMMON
      STOCK PURCHASE WARRANT**




**(Void
      after January 1, 2010)**




InfoSearch
      Media, Inc., a Delaware corporation (the “ **Company** ”),
      for
      value received, hereby certifies that Gemini Partners, Inc. or its registered
      assigns (the “ **Registered
      Holder** ”),
      is
      entitled, subject to the terms and conditions set forth below, to purchase
      from
      the Company, at any time or from time to time on or after the date of issuance
      and on or before 5:00 p.m. (Eastern time) on  January 1, 2010, 300,000
      shares of common stock, $.001 par value per share, of the Company (“ **Common
      Stock** ”),
      at a
      purchase price of $0.01 per share. The shares purchasable upon exercise of
      this
      Common Stock Purchase Warrant (this “ **Warrant** ”),
      and
      the purchase price per share, each as adjusted pursuant to the provisions of
      this Warrant, are hereinafter referred to as the “ **Warrant
      Shares** ”
and
      the
“ **Purchase
      Price** ,”
      respectively.




1.  Exercise .




(a)  Exercise
      for Cash .
      The
      Registered Holder may, at its option, exercise this Warrant, in whole or in
      part
      and at any time or from time to time, by delivery to the Company at the
      Company’s principal executive office, or at such other office or agency as the
      Company may designate, of this Warrant, a written notice of exercise in a form
      substantially similar to that attached hereto as Exhibit I duly
      executed by the Registered Holder and full payment of the Purchase Price on
      the
      number of Warrant Shares to be purchased on such exercise (the “ **Aggregate
      Purchase Price** ”)
      by
      (i) wire transfer of immediately available funds or certified cashier’s
      check or money order payable to the Company in lawful money of the United
      States, (ii) the surrender to the Company of debt or equity securities of
      the Company having a Fair Market Value (as that term is defined in subsection
      1(b)(ii) below) equal to the Aggregate Purchase Price; provided, that for
      purposes of this Section, the Fair Market Value of any note or other debt
      security or any preferred stock shall be deemed to equal the aggregate
      outstanding principal amount or liquidation value thereof, plus all accrued
      and
      unpaid interest thereon or accrued or declared and unpaid dividends thereon,
      or
      (iii) in accordance with Section 1(b) hereof.




-1-


(b)  Cashless
      Exercise .




(i)  In
      addition to the payment methods set forth in Section 1(a)(i) and (ii), the
      Registered Holder may elect to exercise this Warrant, in whole or in part,
      on a
      cashless basis, by delivery to the Company, at the Company’s principal executive
      office, or at such other office or agency as the Company may have designated
      in
      a written notice to the Registered Holder, of this Warrant and a written notice
      of exercise in a form substantially similar to that attached hereto as Exhibit I duly
      executed by the Registered Holder and on the cancellation of the Registered
      Holder’s right to purchase a portion of the Warrant Shares in payment of the
      Aggregate Purchase Price. In the event of an exercise of this Warrant pursuant
      to this subsection, the number of Warrant Shares issued to the Registered Holder
      shall be determined according to the following formula:




X
      = Y(A-B)


A


Where:
                  X =
              the
                  number of Warrant Shares that shall be issued to the Registered
                  Holder;Where:Y
                  =
              the
                  number of Warrant Shares for which this Warrant is being exercised
                  (including the number of Warrant Shares issued to the Registered
                  Holder
                  and the number of Warrant Shares being cancelled in payment of
                  the
                  Aggregate Purchase Price);Where:A
                    =
              the
                  Fair Market Value (as defined below) of one share of Common Stock;
                  andWhere:B
                    =
              the
                  Purchase Price in effect on the date of
                  exercise.




(ii)  The
      “ **Fair
      Market Value** ”
per
      share of Common Stock shall be determined as follows:




(A)  If
      the
      Common Stock is listed on a national securities exchange, the Nasdaq National
      Market, the Nasdaq OTC Bulletin Board or another nationally recognized trading
      system as of the Exercise Date (as defined below), the Fair Market Value per
      share of Common Stock shall be the average of the closing prices of the Common
      Stock thereon over the 30 day period ending three days prior to the Exercise
      Date.




(B)  If
      the
      Common Stock is not listed on a national securities exchange, the Nasdaq
      National Market, the Nasdaq OTC Bulletin Board or another nationally recognized
      trading system as of the Exercise Date, the Fair Market Value per share of
      Common Stock shall be the amount determined most recently by the Board of
      Directors of the Company (the “ **Board** ”)
      to
      represent the fair market value per share of the Common Stock (including without
      limitation a determination for purposes of granting Common Stock options or
      issuing Common Stock under any plan, agreement or arrangement with employees
      of
      the Company); and, upon request of the Registered Holder, the Board (or a
      representative thereof) shall, as promptly as reasonably practicable but in
      any
      event not later than 10 days after such request, notify the Registered Holder
      of
      the Fair Market Value per share of Common Stock and furnish the Registered
      Holder with reasonable documentation of the Board’s determination of such Fair
      Market Value. Notwithstanding the foregoing, if the Board has not made such
      a
      determination within the three-month period prior to the Exercise Date, then
      the
      Fair Market Value shall be the fair value per share of the Common Stock, as
      mutually determined by the Board of Directors and the Registered Holder. If
      such
      parties are unable to reach agreement within a reasonable period of time
      (provided, that any period of time in excess of 15 days shall be deemed not
      to
      be reasonable), such fair value shall be determined by an independent appraiser
      experienced in valuing securities jointly selected by the Board and the
      Registered Holder. The determination of the appraiser shall be final and binding
      upon the parties and the Company and the Registered Holder shall each pay half
      of the fees and expenses of such appraiser.




-2-


(c)  “Easy
      Sale” Exercise .
      In lieu
      of the payment methods set forth in Sections 1(a) and 1(b), the Registered
      Holder may pay the Aggregate Purchase Price through a “same day sale” commitment
      from the Registered Holder, whereby the Registered Holder irrevocably elects
      to
      exercise this Warrant and to sell at least that number of Warrant Shares
      purchased as a result of such exercise as necessary to pay the Aggregate
      Purchase Price and the Registered Holder commits upon its receipt of the
      proceeds of the same day sale to forward the Aggregate Purchase Price directly
      to the Company, with any sale proceeds in excess of the Aggregate Purchase
      Price
      being for the sole benefit of the Registered Holder.




(d)  Exercise
      Date .
      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 as provided in Sections 1(a) or 1(b) (the
“ **Exercise
      Date** ”).
      At
      such time, the person or persons in whose name or names any certificates for
      Warrant Shares shall be issuable upon such exercise as provided in
      Section 1(e) shall be deemed to have become the holder or holders of record
      of the Warrant Shares represented by such certificates.




(e)  Issuance
      of Certificates .
      As soon
      as practicable after the exercise of this Warrant in whole or in part, and
      in
      any event within 10 days thereafter, the Company, at its expense, will cause
      to
      be issued in the name of, and delivered to, the Registered Holder, or as the
      Registered Holder (upon payment by the Registered Holder of any applicable
      transfer taxes) may direct:




(i)  a
      certificate or certificates for the number of full Warrant Shares to which
      the
      Registered Holder shall be entitled upon such exercise plus, in lieu of any
      fractional share to which the Registered Holder would otherwise be entitled,
      cash in an amount determined pursuant to Section 3; and




-3-


(ii)  in
      case
      such exercise is in part only, a new warrant or warrants (dated the date hereof)
      of like tenor, calling in the aggregate on the face or faces thereof for the
      number of Warrant Shares equal (without giving effect to any adjustment therein)
      to the number of such shares called for on the face of this Warrant minus the
      number of Warrant Shares for which this Warrant was so exercised (which, in
      the
      case of an exercise pursuant to subsection 1(b), shall include both the
      number of Warrant Shares issued to the Registered Holder pursuant to such
      partial exercise and the number of Warrant Shares subject to the portion of
      the
      Warrant being cancelled in payment of the Aggregate Purchase Price).




(f)  Government
      Filings and Approvals .
      The
      Company shall use its best efforts to assist and cooperate with any Registered
      Holder required to make any governmental filings or obtain any governmental
      approvals prior to or in connection with any exercise of this Warrant
      (including, without limitation, making any filings required to be made by the
      Company).




(g)  Conditional
      Exercise .
      Notwithstanding any other provision of this Warrant, if the exercise of all
      or
      any portion of this Warrant is to be made in connection with a registered public
      offering, a sale of the Company or any other transaction or event, such exercise
      may, at the election of the Registered Holder, be conditioned upon consummation
      of such transaction or event in which case such exercise shall not be deemed
      effective until the consummation of such transaction or event.




2.  Adjustments .
      In
      order to prevent dilution of the rights granted under this Warrant and to grant
      the Registered Holder certain additional rights, from and after the date on
      which this Warrant was first issued (the “Original Issue Date”) the Purchase
      Price and number of Warrant Shares shall be subject to adjustment from time
      to
      time as provided in this Section.




(a)  Adjustment
      for Certain Dividends and Distributions .
      In the
      event the Company at any time, or from time to time after the Original Issue
      Date shall make or issue, or fix a record date for the determination of holders
      of Common Stock entitled to receive, a dividend or other distribution payable
      in
      additional shares of Common Stock, then and in each such event the Purchase
      Price then in effect immediately before such event shall be decreased as of
      the
      time of such issuance or, in the event such a record date shall have been fixed,
      as of the close of business on such record date, by multiplying the Purchase
      Price then in effect by a fraction:




(A)  the
      numerator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date; and




(B)  the
      denominator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date plus the number of shares of Common Stock issuable
      in payment of such dividend or distribution;




provided , however ,
      that if
      such record date shall have been fixed and such dividend is not fully paid
      or if
      such distribution is not fully made on the date fixed therefor, the Purchase
      Price shall be recomputed accordingly as of the close of business on such record
      date and thereafter the Purchase Price shall be adjusted pursuant to this
      paragraph as of the time of actual payment of such dividends or
      distributions.




-4-


(b)  Adjustments
      for Other Dividends and Distributions .
      In the
      event the Company at any time or from time to time after the Original Issue
      Date
      shall make or issue, or fix a record date for the determination of holders
      of
      Common Stock entitled to receive, a dividend or other distribution payable
      in
      securities of the Company (other than shares of Common Stock) or in cash or
      other property (other than regular cash dividends paid out of earnings or earned
      surplus, determined in accordance with generally accepted accounting
      principles), then and in each such event provision shall be made so that the
      Registered Holder shall receive upon exercise hereof, in addition to the number
      of shares of Common Stock issuable hereunder, the kind and amount of securities
      of the Company, cash or other property which the Registered Holder would have
      been entitled to receive had this Warrant been exercised on the date of such
      event and had the Registered Holder thereafter, during the period from the
      date
      of such event to and including the Exercise Date, retained any such securities
      receivable during such period, giving application to all adjustments called
      for
      during such period under this Section with respect to the rights of the
      Registered Holder.




(c)  Adjustment
      for Reclassification, Exchange and Substitution .
      If at
      any time after the Original Issue Date while this Warrant remains outstanding
      and unexpired in whole or in part, the Common Stock issuable upon exercise
      of
      this Warrant is changed into the same or a different number of shares of any
      class or classes of stock, this Warrant will thereafter represent the right
      to
      acquire such number and kind of securities as would have been issuable as a
      result of exercise of this Warrant and the Purchase Price therefor shall be
      appropriately adjusted, all subject to further adjustment in this
      Section 2.




(d)  Adjustment
      for Reorganization .
      Any
      reorganization, recapitalization, reclassification, consolidation, merger,
      sale
      of all or substantially all of the Company’s assets or other transaction
      involving the Company in which the Common Stock is converted into or exchanged
      for securities, cash or other property (other than a transaction covered by
      Sections 2(a) and 2(b)) is referred to herein as an “ **Reorganization** ”.
      Prior
      to the consummation of any such Reorganization, the Company shall make
      appropriate provision (in form and substance satisfactory to the Registered
      Holder) to ensure that the Registered Holder shall have the right to receive,
      in
      lieu of or in addition to (as the case may be) such shares of Common Stock
      immediately acquirable and receivable upon exercise of this Warrant, the kind
      and amount of securities, cash or other property as may be issued or payable
      with respect to or in exchange for the number of shares of Common Stock
      immediately acquirable and receivable upon exercise of this Warrant had such
      Reorganization not taken place. In such case, appropriate adjustment (in form
      and substance satisfactory to the Registered Holder) shall be made with respect
      to the Registered Holder’s rights and interests to ensure that the provisions of
      this Section shall thereafter be applicable to this Warrant (including, in
      the
      case of any Reorganization where the successor entity or purchasing entity
      is
      other than the Company, an immediate reduction to the Purchase Price to the
      value of the Common Stock reflected by the terms of the Reorganization and
      a
      corresponding increase in the number of shares of Common Stock acquirable and
      receivable upon exercise of this Warrant, if the value so reflected is less
      than
      the Purchase Price then in effect immediately prior to such Reorganization).
      The
      Company shall not effect any reorganization, recapitalization, consolidation
      or
      merger unless, prior to the consummation thereof, the successor entity (if
      other
      than the Company) resulting from the consolidation or merger or the entity
      purchasing such assets assumes by written instrument (in form and substance
      satisfactory to the Registered Holder) the obligation to deliver to the
      Registered Holder such shares of stock, securities or assets as, in accordance
      with the foregoing provisions, such holder may be entitled to acquire; provided,
      that any assumption shall not relieve the Company of its obligations hereunder.




-5-


(e)  Other
      Events .
      If any
      event occurs that would adversely affect the Registered Holder’s rights but
      which has not been expressly provided for by this Section (provided, however,
      that the granting of stock options, restricted stock, stock appreciation rights,
      phantom stock rights or other rights with equity features in connection with
      incentive compensation of the Company’s employees authorized by the Company’s
      Board shall not be considered an event adversely affecting the Registered
      Holder’s rights), then the Board will make an appropriate adjustment in the
      Purchase Price and number of Warrant Shares to protect the Registered Holder’s
      rights; provided, however, that no such adjustment will increase the Purchase
      Price or decrease the number of Warrant Shares obtainable as otherwise
      determined pursuant to this Section.




(f)  Certificate
      as to Adjustments .
      Upon
      the occurrence of each adjustment or readjustment of the Purchase Price pursuant
      to this Section, the Company at its expense shall, as promptly as reasonably
      practicable but in any event not later than 10 days thereafter, compute such
      adjustment or readjustment in accordance with the terms hereof and furnish
      to
      the Registered Holder a certificate setting forth such adjustment or
      readjustment (including the kind and amount of securities, cash or other
      property for which this Warrant shall be exercisable and the Purchase Price)
      and
      showing in detail the facts upon which such adjustment or readjustment is based.
      The Company shall, as promptly as reasonably practicable after the written
      request at any time of the Registered Holder (but in any event not later than
      10
      days thereafter), furnish or cause to be furnished to the Registered Holder
      a
      certificate setting forth (i) the Purchase Price then in effect and
      (ii) the number of shares of Common Stock and the amount, if any, of other
      securities, cash or property which then would be received upon the exercise
      of
      this Warrant.




3.  Fractional
      Shares .
      The
      Company shall not be required upon the exercise of this Warrant to issue any
      fractional shares, but shall pay the value thereof to the Registered Holder
      in
      cash on the basis of the Fair Market Value per share of Common
      Stock.




4.  Investment
      Representations .
      The
      initial Registered Holder represents and warrants to the Company as
      follows:




(a)  Investment .
      It is
      acquiring this Warrant, and (if and when it exercises this Warrant) it will
      acquire the Warrant Shares, for its own account for investment and not with
      a
      view to, or for sale in connection with, any distribution thereof, nor with
      any
      present intention of distributing or selling the same; and the Registered Holder
      has no present or contemplated agreement, undertaking, arrangement, obligation,
      indebtedness or commitment providing for the disposition thereof.




(b)  Accredited
      Investor .
      The
      Registered Holder is an “accredited investor” as defined in Rule 501(a) under
      the Securities Act of 1933, as amended (the “ **Act** ”) .




(c)  Experience .
      The
      Registered Holder has made such inquiry concerning the Company and its business
      and personnel as it has deemed appropriate; and the Registered Holder has
      sufficient knowledge and experience in finance and business that it is capable
      of evaluating the risks and merits of its investment in the Company.




-6-


5.  Transfers .




(a)  This
      Warrant and the Warrant Shares shall not be sold or transferred unless either
      (i) they first shall have been registered under the Act, or (ii) the
      Company first shall have been furnished with an opinion of legal counsel, which
      opinion and counsel shall be reasonably satisfactory to the Company, to the
      effect that such sale or transfer is exempt from the registration requirements
      of the Act. Notwithstanding the foregoing, no registration or opinion of counsel
      shall be required for (i) a transfer by a Registered Holder which is an
      entity to a parent, subsidiary or affiliate of such entity or to a stockholder
      or member of such entity or to the estate of any such stockholder or member,
      a
      transfer by a Registered Holder which is a partnership to a partner of such
      partnership or a retired partner of such partnership or to the estate of any
      such partner or retired partner, or a transfer by a Registered Holder which
      is a
      limited liability company to a member of such limited liability company or
      a
      retired member or to the estate of any such member or retired member, provided that the
      transferee in each case agrees in writing to be subject to the terms of this
      Section, or (ii) a transfer made in accordance with Rule 144 under the
      Act.




(b)  Each
      certificate representing Warrant Shares shall bear a legend substantially in
      the
      following form:




“THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
      TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE
      REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL
      SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, IS OBTAINED TO THE EFFECT
      THAT
      SUCH REGISTRATION IS NOT REQUIRED.”




The
      foregoing legend shall be removed from the certificates representing any Warrant
      Shares, at the request of the holder thereof, at such time as they become
      eligible for resale pursuant to Rule 144(k) under the Act.




(c)  The
      Company will maintain a register containing the name and address of the
      Registered Holder of this Warrant. The Registered Holder may change its address
      as shown on the warrant register by written notice to the Company requesting
      such change.




(d)  Subject
      to the provisions of this Section, this Warrant and all rights hereunder are
      transferable, in whole or in part, upon surrender of this Warrant with a
      properly executed assignment in a form substantially similar to that attached
      hereto as Exhibit II to the
      Company at its principal office or, if another office or agency has been
      designated by the Company for such purpose, then at such other office or
      agency.




-7-


(e)  The
      Company shall not close its books against the transfer of this Warrant or any
      share of Common Stock issued or issuable upon the exercise of this Warrant
      in
      any manner which interferes with the timely exercise of this Warrant. The
      Company shall from time to time take all such action as may be necessary to
      ensure that the par value per share of the unissued Common Stock acquirable
      upon
      exercisable of this Warrant is at all times equal to or less than the Purchase
      Price then in effect.




6.  No
      Impairment; No Inconsistent Agreements .
      The
      Company will not, by amendment of its charter 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 of this Warrant, but will at all times in
      good faith assist in the carrying out of all such terms and in the taking of
      all
      such action as may be necessary or appropriate in order to protect the rights
      of
      the Registered Holder against impairment. Without limiting the generality of
      the
      foregoing, the Company will (a) not increase the par value of any shares of
      Common Stock obtainable upon the exercise of this Warrant and (b) take all
      such actions as may be necessary or appropriate in order that the Company may
      validly and legally issue fully paid and nonassessable shares of Common Stock
      upon the exercise of this Warrant. The Company will not enter into any agreement
      with respect to its securities which is inconsistent with the rights granted
      to
      the Registered Holder or otherwise conflicts with the provisions of this
      Warrant. The rights granted to the Registered Holder hereunder do not in any
      way
      conflict with and are not inconsistent with the rights granted to holders of
      the
      Company’s securities under any other agreements.




7.  Notices
      of Record Date, etc. In the
      event:




(a)  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
      stock of any class or any other securities, or to receive any other right;
      or




(b)  of
      any
      capital reorganization of the Company, any reclassification of the Common 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 and its Common Stock is not converted into or exchanged for
      any
      other securities or property), or any transfer of all or substantially all
      of
      the assets of the Company; or




(c)  of
      the
      voluntary or involuntary dissolution, liquidation or winding-up of the
      Company;




then,
      and
      in each such case, the Company will send or cause to be sent to the Registered
      Holder a notice specifying, as the case may be, (i) the record date for such
      dividend, distribution or right, and 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 sent at least 20 days prior to the record
      date
      or effective date for the event specified in such notice. Nothing herein shall
      prohibit the Registered Holder from exercising this Warrant during the 20 day
      period commencing on the date of such notice.




-8-


8.  Reservation
      of Stock .
      The
      Company covenants that it will at all times reserve and keep available, from
      its
      authorized and unissued Common Stock solely for issuance and delivery upon
      the
      exercise of this Warrant and free of preemptive rights, such number of Warrant
      Shares and other securities, cash and/or property, as from time to time shall
      be
      issuable upon the exercise of this Warrant. The Company further covenants that
      it shall, from time to time, take all steps necessary to increase the authorized
      number of shares of its Common Stock if at any time the authorized number of
      shares of Common Stock remaining unissued is insufficient to permit the exercise
      of this Warrant.




9.  Issuance
      Upon Exercise .
      All
      shares of Common Stock issuable upon exercise of this Warrant will be duly
      authorized and validly issued, fully paid and nonassessable and will be free
      of
      restrictions on transfer, other than restrictions on transfer under any
      agreement between the Registered Holder and the Company and under applicable
      state and federal securities laws, and will be free from all taxes, liens,
      security interests, encumbrances and charges in respect of the issue thereof
      (other than taxes in respect of any transfer occurring contemporaneously or
      otherwise specified herein). The Company shall take all such actions as may
      be
      necessary to ensure that all such shares of Common Stock may be so issued
      without violation of any applicable law or governmental regulation or any
      requirements of any domestic stock exchange upon which shares of Common Stock
      may be listed (except for official notice of issuance which shall be immediately
      delivered by the Company upon each such issuance).




10.  Exchange
      or Replacement of Warrants .




(a)  Upon
      the
      surrender of this Warrant by the Registered Holder and all properly endorsed
      and
      completed notices, as applicable, to the Company at the principal office of
      the
      Company, the Company will, subject to the provisions of Section 5, issue
      and deliver to or upon the order of the Registered Holder, at the Company’s
      expense, new warrant(s) of like tenor, in the name of the Registered Holder
      or
      as the Registered Holder (upon payment by the Registered Holder of any
      applicable transfer taxes) may direct, calling in the aggregate on the face
      or
      faces thereof for the number of shares of Common Stock (or other securities,
      cash and/or property) then issuable upon exercise of this Warrant.




(b)  Upon
      receipt of evidence reasonably satisfactory to the Company (an affidavit of
      a
      Registered Holder shall be satisfactory) of the loss, theft, destruction or
      mutilation of this Warrant and (in the case of loss, theft or destruction)
      upon
      delivery of an unsecured indemnity agreement in an amount reasonably
      satisfactory to the Company, or (in the case of mutilation) upon surrender
      and
      cancellation of this Warrant, the Company will at its expense issue, in lieu
      thereof, a new Warrant of like tenor.




11.  Notices .
      All
      notices and other communications from the Company to the Registered Holder
      in
      connection herewith shall be mailed by certified or registered mail, postage
      prepaid, or sent via a reputable nationwide overnight courier service
      guaranteeing next business day delivery, to the address last furnished to the
      Company in writing by the Registered Holder. All notices and other
      communications from the Registered Holder to the Company in connection herewith
      shall be mailed by certified or registered mail, postage prepaid, or sent via
      a
      reputable nationwide overnight courier service guaranteeing next business day
      delivery, to the Company at its principal office set forth below. If the Company
      should at any time change the location of its principal office to a place other
      than as set forth below, it shall give prompt written notice to the Registered
      Holder and thereafter all references in this Warrant to the location of its
      principal office at the particular time shall be as so specified in such notice.
      All such notices and communications shall be deemed delivered (i) three
      business days after being sent by certified or registered mail, return receipt
      requested, postage prepaid, or (ii) one business day after being sent via a
      reputable nationwide overnight courier service guaranteeing next business day
      delivery.




-9-


12.  No
      Rights or Liabilities as Stockholder .
      Until
      the exercise of this Warrant, the Registered Holder shall not have or exercise
      any rights by virtue hereof as a stockholder of the Company. Notwithstanding
      the
      foregoing, in the event (i) the Company effects a split of the Common Stock
      by means of a stock dividend and the Purchase Price of and the number of Warrant
      Shares are adjusted as of the date of the distribution of the dividend (rather
      than as of the record date for such dividend), and (ii) the Registered
      Holder exercises this Warrant between the record date and the distribution
      date
      for such stock dividend, the Registered Holder shall be entitled to receive,
      on
      the distribution date, the stock dividend with respect to the shares of Common
      Stock acquired upon such exercise, notwithstanding the fact that such shares
      were not outstanding as of the close of business on the record date for such
      stock dividend.




13.  Amendment
      or Waiver .
      Any
      term of this Warrant may be amended or waived only by an instrument in writing
      signed by the party against which enforcement of the change or waiver is sought.
      No waivers of any term, condition or provision of this Warrant, in any one
      or
      more instances, shall be deemed to be, or construed as, a further or continuing
      waiver of any such term, condition or provision.




14.  Registration
      Rights.




(a)  Whenever
      the Company proposes to file a Registration Statement (as defined below)
      covering shares of Common Stock at any time and from time to time, it will,
      not
      less than 30 days prior to such filing, give written notice to the Registered
      Holder of its intention to do so. Upon the written request of a Registered
      Holder given within 20 days after the Company provides such notice (which
      request shall state the intended method of disposition of such Common Stock),
      the Company shall use its best efforts to cause all Warrant Shares which the
      Company has been requested by such Registered Holder to register to be
      registered under the Act to the extent necessary to permit their sale or other
      disposition in accordance with the intended methods of distribution specified
      in
      the request of such Registered Holder; provided that the Company shall have
      the
      right to postpone or withdraw any registration effected pursuant to this Section
      without obligation to any Registered Holder if it shall at the same time
      postpone or withdraw (as applicable) the registration of any other securities
      originally proposed to be registered. As used in this Section, “ **Registration
      Statement** ”
means
      a
      registration statement filed by the Company with the U.S. Securities and
      Exchange Commission, or any other federal agency at the time administering
      the
      Act (the “ **Commission** ”),
      to
      register for sale or re-sale securities of the Company (other than a
      registration statement on Form S-8 or Form S-4, or their successors) and all
      amendments and supplements to any such registration statement, including
      post-effective amendments, in each case including the prospectus contained
      therein, all exhibits thereto and materials incorporated by reference
      therein.




-10-


(b)  If
      the
      registration for which the Company gives notice pursuant to Section 14(a)
      is a registered public offering involving an underwriting, the Company shall
      so
      advise the Registered Holders as a part of the written notice given pursuant
      to
      Section 14(a). In such event, (i) the right of any Registered Holder
      to include its Warrant Shares in such registration pursuant to this Section
      shall be conditioned upon such Registered Holder’s participation in such
      underwriting on the terms set forth herein and (ii) all Registered Holders
      including Warrant Shares in such registration shall enter into an underwriting
      agreement upon customary terms with the underwriter or underwriters selected
      for
      the underwriting by the Company. If any Registered Holder who has requested
      inclusion of its Warrant Shares in such registration as provided above
      disapproves of the terms of the underwriting, such Registered Holder may elect,
      by written notice to the Company, to withdraw its shares from such Registration
      Statement and underwriting. If the managing underwriter advises the Company
      in
      writing that marketing factors require a limitation on the number of shares
      to
      be underwritten, the number of shares that may be included in such Registration
      Statement and underwriting shall be allocated among all Registered Holders
      and
      other holders requesting registration in proportion, as nearly as practicable,
      to the respective number of shares of Common Stock (on an as-converted basis)
      held by them on the date the Company gives the notice specified in
      Section 14(a). If any Registered Holder or other holder would thus be
      entitled to include more shares than such holder requested to be registered,
      the
      excess shall be allocated among other requesting Registered Holders and other
      holders pro rata in the manner described in the preceding sentence. As used
      in
      this Section, “ **other
      holders** ”
means
      holders of securities of the Company (other than the Registered Holder) who
      are
      entitled, by contract with the Company, to have securities included in a
      Registration Statement.




(c)  The
      Registered Holder may request at any time that the Company file a Registration
      Statement with the Commission on the appropriate form pursuant to the Securities
      Act covering the sale or other distribution of all but not less than all of
      the
      Warrant Shares held by the Registered Holder (“ **Demand** ”)
      if
      either (i) the Company fails to file within one year of the Original Issue
      Date or to have declared effective within one year of the Original Issue Date
      a
      Registration Statement on Form SB-2 (or other appropriate form pursuant to
      the Securities Act) registering the Warrant Shares under the Securities Act
      (such Registration Statement, the “ **Proposed
      Registration Statement** ”)
      or
      (ii) such Proposed Registration Statement after having been filed and
      declared effective is no longer effective at any point prior to the first
      anniversary of the Original Issue Date. If such conditions are met, the Company
      shall use its best efforts to register under the Securities Act on the
      appropriate form at the earliest practicable date, for sale in accordance with
      the method of disposition specified in the Demand, the number of Warrant Shares
      specified in such Demand. Notwithstanding the foregoing, if the Company shall
      furnish to the Registered Holder a certificate signed by the Chief Executive
      Officer and Chief Financial Officer of the Company stating that in the good
      faith opinion of the Board of Directors of the Company the filing of such
      Registration Statement would be seriously detrimental to the Company or would
      otherwise materially adversely affect a financing, acquisition, disposition,
      merger or other material transaction (collectively, a “ **Valid
      Business Reason** ”),
      the
      Company shall have the right to delay or defer taking action with respect to
      such filing for up to two periods of up to 90 days after receipt of the Demand;
      provided, however, that such right to delay or defer a Demand shall be exercised
      by the Company not more than twice in any 12 month period, the Company shall
      only have the right to delay a Demand so long as such Valid Business Reason
      exists, and during such time the Company may not file a Registration Statement
      for securities to be issued and sold for its own account or for that of any
      other Holders.




-11-


(d)  Notwithstanding
      the foregoing, the Company shall not be required, pursuant to this Section,
      to
      include any Warrant Shares in a Registration Statement if such Warrant Shares
      can then be sold pursuant to Rule 144(k) under the Act.




(e)  If
      and
      whenever the Company is required by the provisions of this Warrant to use its
      best efforts to effect the registration of any Warrant Shares under the Act,
      the
      Company shall:




(A)  prepare
      and file with the Commission a Registration Statement with respect to such
      Warrant Shares as soon as possible and in any event not later than 90 days
      after
      the date the Company gives the notice specified in Section 14(a) or 14(c),
      as applicable, use its best efforts to cause that Registration Statement to
      become effective as soon as possible after the initial filing
      thereof;




(B)  provide
      the Registered Holder, any underwriter participating in a disposition pursuant
      to a Registration Statement and any attorney, accountant or other agent retained
      by the Registered Holder or underwriter the opportunity to participate
      (including, but not limited to, reviewing, commenting on and attending all
      meetings) in the preparation of such Registration Statement;




(C)  as
      expeditiously as possible prepare and file with the Commission any amendments
      and supplements to the Registration Statement and the prospectus included in
      the
      Registration Statement as may be necessary to comply with the provisions of
      the
      Act (including the anti-fraud provisions thereof) and to keep the Registration
      Statement effective for 12 months from the effective date or such lesser period
      until all such Warrant Shares are sold;




(D)  as
      expeditiously as possible furnish to each Registered Holder owning Warrant
      Shares included in a Registration Statement (a “ **Selling
      Stockholder** ”)
      such
      reasonable numbers of copies of the Prospectus (as defined below), including
      any
      preliminary Prospectus, in conformity with the requirements of the Act, and
      such
      other documents as such Selling Stockholder may reasonably request in order
      to
      facilitate the public sale or other disposition of the Warrant Shares owned
      by
      such Selling Stockholder. As used herein, “ **Prospectus** ”
means
      the prospectus included in any Registration Statement, as amended or
      supplemented by an amendment or prospectus supplement, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus;




(E)  as
      expeditiously as possible, cause all such Warrant Shares to be listed on each
      securities exchange or automated quotation system on which similar securities
      issued by the Company are then listed;




-12-




(F)  promptly
      provide a transfer agent and registrar and a CUSIP number for all such Warrant
      Shares not later than the effective date of such registration
      statement;




(G)  promptly
      make available for inspection by the Selling Stockholders, any managing
      underwriter participating in any disposition pursuant to such Registration
      Statement, and any attorney or accountant or other agent retained by any such
      underwriter or selected by the Selling Stockholders, all financial and other
      records, pertinent corporate documents and properties of the Company and cause
      the Company’s officers, directors, employees and independent accountants to
      supply all information reasonably requested by any such seller, underwriter,
      attorney, accountant or agent in connection with such Registration
      Statement;




(H)  as
      expeditiously as possible, notify each Selling Stockholder, promptly after
      it
      shall receive notice thereof, of the time when such Registration Statement
      has
      become effective or a supplement to any Prospectus forming a part of such
      Registration Statement has been filed;




(I)  as
      expeditiously as possible following the effectiveness of such Registration
      Statement, notify each seller of such Warrant Shares of any request by the
      Commission for the amending or supplementing of such Registration Statement
      or
      Prospectus;




(J)  as
      expeditiously as possible, notify each Selling Stockholder of the issuance
      by
      the Commission of (i) any stop order issued or threatened to be issued by
      the Commission or (ii) any notification with respect to the suspension of
      the qualification or exemption from qualification of any of the Warrant Shares
      for sale in any jurisdiction or the initiation or threatening of any proceeding
      for such purpose and the Company agrees to use its best efforts to
      (x) prevent the issuance of any such stop order, and in the event of such
      issuance, to obtain the withdrawal of any such stop order and (y) obtain
      the withdrawal of any order suspending or preventing the use of any related
      Prospectus or suspending the qualification of any Warrant Shares included in
      such Registration Statement for sale in any jurisdiction at the earliest
      practicable date;




(K)  use
      its
      commercially reasonable efforts to, prior to any public offering of the Warrant
      Shares, register or qualify (or seek an exemption from registration or
      qualifications) such Warrant Shares under such other securities or blue sky
      laws
      of such jurisdictions as any Selling Stockholder or underwriter may request,
      and
      to continue such qualification in effect in each such jurisdiction for as long
      as is permissible pursuant to the laws of such jurisdiction; or for as long
      as a
      Selling Stockholder or underwriter requests or until all of such Warrant Shares
      are sold, whichever is shortest, and do any and all other acts and things which
      may be reasonably necessary or advisable to enable any Selling Stockholder
      to
      consummate the disposition in such jurisdictions of such Warrant Shares;




(L)  use
      its
      commercially reasonable efforts to obtain all other approvals, consents,
      exemptions or authorizations from such governmental agencies or authorities
      as
      may be necessary to enable the Selling Stockholders and underwriters to
      consummate the disposition of Warrant Shares, and enter into customary
      agreements (including any underwriting agreements in customary form), and take
      such other actions as may be reasonably required in order to expedite or
      facilitate the disposition of Warrant Shares;




-13-


(M)  use
      its
      commercially reasonable efforts to comply with all applicable rules and
      regulations of the Commission and make available to its shareholders, as soon
      as
      reasonably practicable, but no later than 15 months after the effective date
      of
      any Registration Statement, an earnings statement covering a period of 12 months
      beginning after the effective date of such Registration Statement, in a manner
      which satisfies the provisions of Section 11(a) of the Securities Act and
      Rule 158 thereunder;




(N)  use
      its
      commercially reasonable efforts to assist the Registered Holder in facilitating
      private sales of Warrant Shares by, among other things, providing officers’
certificates and other customary closing documents reasonably requested by
      the
      Registered Holder; and




(O)  use
      its
      commercially reasonable efforts to take all other actions necessary to effect
      the registration of the Warrant Shares contemplated hereby.




(f)  If
      the
      Company has delivered a Prospectus to the Selling Stockholders and after having
      done so the Prospectus is amended to comply with the requirements of the Act,
      the Company shall promptly notify the Selling Stockholders and, if requested,
      the Selling Stockholders shall immediately cease making offers of Warrant Shares
      and return all Prospectuses to the Company. The Company shall promptly provide
      the Selling Stockholders with revised Prospectuses and, following receipt of
      the
      revised Prospectuses, the Selling Stockholders shall be free to resume making
      offers of the Warrant Shares.




(g)  In
      the
      event that, in the judgment of the Company, it is advisable to suspend use
      of a
      Prospectus included in a Registration Statement due to pending material
      developments or other events that have not yet been publicly disclosed and
      as to
      which the Company believes public disclosure would be detrimental to the
      Company, the Company shall notify all Selling Stockholders to such effect,
      and,
      upon receipt of such notice, each such Selling Stockholder shall immediately
      discontinue any sales of Warrant Shares pursuant to such Registration Statement
      until such Selling Stockholder has received copies of a supplemented or amended
      Prospectus or until such Selling Stockholder is advised in writing by the
      Company that the then current Prospectus may be used and has received copies
      of
      any additional or supplemental filings that are incorporated or deemed
      incorporated by reference in such Prospectus. Notwithstanding anything to the
      contrary herein, the Company shall use all reasonable efforts to ensure that
      any
      such suspension of sales of Warrant Shares is limited to a period not in excess
      of 30 days consecutively or 60 days in any 365-day period.




(h)  The
      Company will pay all Registration Expenses (as defined below) for all
      registrations under this Warrant. As used in this Section, “ **Registration
      Expenses** ”
means
      all expenses incurred by the Company in complying with the provisions of this
      Section, including, without limitation, all registration and filing fees,
      exchange listing fees, printing expenses, state securities laws fees and
      expenses, the expense of any special audits incident to or required by any
      such
      registration, but excluding the fees and expenses of Selling Stockholders’ own
      counsel, underwriting discounts, selling commissions and applicable stock
      transfer taxes.




-14-




(i)  In
      the
      event of any registration of any of the Warrant Shares under the Act pursuant
      to
      this Warrant, the Company will indemnify and hold harmless to the fullest extent
      permitted by law each Selling Stockholder and each underwriter of such Warrant
      Shares and each of their respective directors, officers, employees, advisors,
      agents and general or limited partners (and the directors, officers, employees,
      advisors and agents thereof), and each other person, if any, who controls such
      Selling Stockholder or underwriter within the meaning of the Act or the Exchange
      Act of 1934, as amended (the “ **Exchange
      Act** ”)
      (collectively, “ **Holder
      Indemnified Parties** ”)
      from
      and against any and all losses, claims, damages, expenses (including, without
      limitation, reasonable costs of investigation and fees, disbursements and other
      charges of counsel and any amounts paid in settlement effected with the
      Company’s consent or other liabilities (collectively, “ **Losses** ”),
      joint
      or several, to which such Holder Indemnified Parties may become subject under
      the Act, the Exchange Act, state securities laws or other applicable federal
      law, common law or any rule or regulation promulgated thereunder or otherwise,
      insofar as such Losses (or actions or proceedings, whether commenced or
      threatened, in respect thereof) are resulting from or arise out of or are based
      upon (i) any untrue statement or alleged untrue statement of any material
      fact contained in any Registration Statement under which such Warrant Shares
      were registered under the Act, any preliminary prospectus or final prospectus
      contained in the Registration Statement, or any amendment or supplement to
      such
      Registration Statement or any document incorporated by reference in any of
      the
      foregoing, (ii) the omission or alleged omission to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading, or (iii) any violation or alleged violation by the Company of
      the Act, the Exchange Act, state securities or other applicable federal law,
      common law or any rule or regulation promulgated thereunder or any registration,
      qualification or compliance or otherwise in connection with the Registration
      Statement or the offering contemplated thereby; and the Company will promptly
      reimburse such Holder Indemnified Parties for any legal or any other Loss
      reasonably incurred by such Holder Indemnified Parties in connection with
      investigating, preparing or defending any such loss, claim, damage, liability,
      action, investigation or proceeding; provided, however, that the Company will
      not be liable in any such case to the extent that any such Loss arises out
      of or
      is based upon any untrue statement or omission made in such Registration
      Statement, preliminary prospectus or prospectus, or any such amendment or
      supplement, in reliance upon and in conformity with information furnished to
      the
      Company, in writing, by or on behalf of such Selling Stockholder, underwriter
      or
      controlling person specifically for use in the preparation thereof. Such
      indemnity obligation shall remain in full force and effect regardless of any
      investigation made by or on behalf of the Holder Indemnified Parties and shall
      survive the transfer of Warrant Shares by such Holder Indemnified Parties.




(j)  In
      the
      event of any registration of any of the Warrant Shares under the Act pursuant
      to
      this Warrant, each Selling Stockholder, severally and not jointly, will
      indemnify and hold harmless the Company, each of its directors and officers
      and
      each underwriter (if any) and each person, if any, who controls the Company
      or
      any such underwriter within the meaning of the Act or the Exchange Act
      (collectively, the “ **Company
      Indemnified Parties** ”),
      against any Losses, joint or several, to which the Company Indemnified Parties
      may become subject under the Act, the Exchange Act, state securities laws or
      other applicable federal law, common law or any rule or regulation promulgated
      thereunder or otherwise, insofar as such Losses (or actions or proceedings,
      whether commenced or threatened, in respect thereof) are resulting from or
      arise
      out of or are based upon (i) any untrue statement or alleged untrue
      statement of a material fact contained in any Registration Statement under
      which
      such Warrant Shares were registered under the Act, any preliminary prospectus
      or
      final prospectus contained in the Registration Statement, or any amendment
      or
      supplement to the Registration Statement, or (ii) any omission or alleged
      omission to state a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, if and to the extent (and only
      to
      the extent) that the statement or omission was made in reliance upon and in
      conformity with information relating to such Selling Stockholder furnished
      in
      writing to the Company by such Selling Stockholder specifically for use in
      connection with the preparation of such Registration Statement, prospectus,
      amendment or supplement; provided, however, that the obligations of a Selling
      Stockholder hereunder shall be limited to an amount equal to the net proceeds
      to
      such Selling Stockholder of Warrant Shares sold in connection with such
      registration. Such indemnity obligation shall remain in full force and effect
      regardless of any investigation made by or on behalf of the Holder Indemnified
      Parties (except as provided above) and shall survive the transfer of Warrant
      Shares by such Holder Indemnified Parties.




-15-




(k)  Each
      indemnified party shall give notice to the indemnifying party promptly after
      such indemnified party has actual knowledge of any claim as to which indemnity
      may be sought, and shall permit the indemnifying party to assume the defense
      of
      any such claim or any litigation resulting therefrom; provided, that counsel
      for
      the indemnifying party, who shall conduct the defense of such claim or
      litigation, shall be approved by the indemnified party (whose approval shall
      not
      be unreasonably withheld, conditioned or delayed); and, provided, further,
      that
      the failure of any indemnified party to give notice as provided herein shall
      not
      relieve the indemnifying party of its obligations under this Section except
      to
      the extent that the indemnifying party is adversely affected by such failure.
      The indemnified party may participate in such defense at such party’s expense;
      provided, however, that the indemnifying party shall pay such expense if the
      indemnified party reasonably concludes that representation of such indemnified
      party by the counsel retained by the indemnifying party would be inappropriate
      due to actual or potential differing interests between the indemnified party
      and
      any other party represented by such counsel in such proceeding; provided further
      that in no event shall the indemnifying party be required to pay the expenses
      of
      more than one law firm per jurisdiction as counsel for the indemnified party.
      The indemnifying party also shall be responsible for the expenses of such
      defense if the indemnifying party does not elect to assume such defense. No
      indemnifying party, in the defense of any such claim or litigation shall, except
      with the consent of each indemnified party, consent to entry of any judgment
      or
      enter into any settlement which does not include as an unconditional term
      thereof the giving by the claimant or plaintiff to such indemnified party of
      a
      release from all liability in respect of such claim or litigation, and no
      indemnified party shall consent to entry of any judgment or settle such claim
      or
      litigation without the prior written consent of the indemnifying party, which
      consent shall not be unreasonably withheld, conditioned or delayed.




(l)  In
      order
      to provide for just and equitable contribution in circumstances in which the
      indemnification provided for in this Section is due in accordance with its
      terms
      but for any reason is held to be unavailable to an indemnified party in respect
      to any losses, claims, damages and liabilities referred to herein, then the
      indemnifying party shall, in lieu of indemnifying such indemnified party,
      contribute to the amount paid or payable by such indemnified party as a result
      of such losses, claims, damages or liabilities to which such party may be
      subject in such proportion as is appropriate to reflect the relative fault
      of
      the Company on the one hand and the Selling Stockholders on the other in
      connection with the statements or omissions which resulted in such losses,
      claims, damages or liabilities, as well as any other relevant equitable
      considerations. The relative fault of the Company and the Selling Stockholders
      shall be determined by reference to, among other things, whether the untrue
      or
      alleged untrue statement of material fact related to information supplied by
      the
      Company or the Selling Stockholders and the parties’ relative intent, knowledge,
      access to information and opportunity to correct or prevent such statement
      or
      omission. The Company and the Selling Stockholders agree that it would not
      be
      just and equitable if contribution pursuant to this Section were determined
      by
      pro rata allocation or by any other method of allocation which does not take
      account of the equitable considerations referred to above. Notwithstanding
      the
      provisions of this Section, (i) in no case shall any one Selling
      Stockholder be liable or responsible for any amount in excess of the net
      proceeds received by such Selling Stockholder from the offering of Warrant
      Shares and (ii) the Company shall be liable and responsible for any amount
      in excess of such proceeds; provided, however, that no person guilty of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Act) shall be entitled to contribution from any person who was not guilty of
      such fraudulent misrepresentation. Any party entitled to contribution will,
      promptly after receipt of notice of commencement of any action, suit or
      proceeding against such party in respect of which a claim for contribution
      may
      be made against another party or parties under this Section, notify such party
      or parties from whom contribution may be sought, but the omission so to notify
      such party or parties from whom contribution may be sought shall not relieve
      such party from any other obligation it or they may have thereunder or otherwise
      under this Section. No party shall be liable for contribution with respect
      to
      any action, suit, proceeding or claim settled without its prior written consent.




-16-


(m)  The
      rights and obligations of the Company and the Selling Stockholders under this
      Section shall survive the termination of this Warrant.




15.  Section
      Headings .
      The
      section headings in this Warrant are for the convenience of the parties and
      in
      no way alter, modify, amend, limit or restrict the contractual obligations
      of
      the parties.




16.  Governing
      Law .
      This
      Warrant will be governed by and construed in accordance with the internal laws
      of the State of California (without reference to the conflicts of law provisions
      thereof).




17.  Facsimile
      Signatures . This
      Warrant may be executed by facsimile signature.




18.  Successors
      and Assigns .
      This
      Warrant shall be binding upon and inure to the benefit of the Registered Holder
      and its assigns, and shall be binding upon any entity succeeding to the Company
      by consolidation, merger or acquisition of all or substantially all of the
      Company’s assets. The Company may not assign this Warrant or any rights or
      obligations hereunder without the prior written consent of the Registered
      Holder. Subject to the limitations set forth in Section 5 herein, the
      Registered Holder may assign this Warrant without the Company’s prior written
      consent.




19.  Severability .
      The
      provisions of this Warrant will be deemed severable and the invalidity or
      unenforceability of any. provision hereof will not affect the validity or
      enforceability of the other provisions hereof; provided that if any provision
      of
      this Warrant, as applied to any party or to any circumstance, is adjudged by
      a
      court, governmental body, arbitrator, or mediator not to be enforceable in
      accordance with its terms, the parties agree that the court, governmental body,
      arbitrator, or mediator making such determination will have the power to modify
      the provision in a manner consistent with its objectives such that it is
      enforceable, and/or to delete specific words or phrases, and in its reduced
      form, such provision will then be enforceable and will be enforced.







[ SIGNATURE
      PAGE FOLLOWS ]


-17-


This
      Warrant  is
      executed by the undersigned authorized representative of the Company as of
      the
      Date of Issuance.


**COMPANY**InfoSearch
                  Media, Inc.By:     
                  ____________________________Name: ____________________________Title:  
                  ____________________________


S-1


**EXHIBIT
      I**


**NOTICE
      OF EXERCISE**





Date:___________





To:
      InfoSearch Media, Inc.








The
      undersigned, pursuant to the provisions set forth in the attached Warrant,
      hereby elects to purchase *(check
      applicable box)* :




q
            ____
                shares of the Common Stock of covered by such Warrant; or**





q
            the
                maximum number of shares of Common Stock covered by such Warrant
                pursuant
                to the cashless exercise procedure set forth
                therein.





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




q
            $______
                in lawful money of the United States by the enclosed certified check
                or
                money order; or





q
            $_______
                in lawful money of the United States by wire transfer using wiring
                instructions provided by the Company; or





q
            the
                cancellation of such portion of the attached Warrant as is exercisable
                for
                a total of _____ Warrant Shares (using a Fair Market Value of $_____
                per
                share for purposes of this calculation);
                and/or




q
            the
                cancellation of such number of Warrant Shares as is necessary, in
                accordance with the formula set forth in the Warrant, to exercise
                this
                Warrant with respect to the maximum number of Warrant Shares purchasable
                pursuant to the cashless exercise procedure set forth therein.





The
      undersigned Registered Holder requests that you issue a certificate or
      certificates representing the Warrant Shares purchased hereby in the name of
      the
      undersigned Registered Holder or in such other name as is specified below and
      deliver such certificate to the address indicated.





Registered
                Name of Certificate Holder
            
            Address
                of Record
            
            #
                of
              Shares





Exhibit
          I





REGISTERED
                HOLDERBy:Name:Address:





Exhibit
          I


**EXHIBIT
      II**


**ASSIGNMENT
      FORM**








FOR
      VALUE
      RECEIVED, ________________________________________ hereby sells, assigns and
      transfers all of the rights of the undersigned under the attached Warrant with
      respect to the number of Warrant Shares covered thereby as set forth below,
      unto:








Registered
                Name of Certificate Holder
            
            Address
                of Record
            
            #
                of
              Shares





REGISTERED
                  HOLDERBy:Name:Address:





Signature
      Guaranteed:





By:
      _______________________





The
      signature should be guaranteed by an eligible guarantor institution (banks,
      stockbrokers, savings and loan associations and credit unions with membership
      in
      an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
      under the Securities Exchange Act of 1934.





NOTE:
      The
      signature to this Assignment Form must correspond with the name of the
      Registered Holder 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.