**RESTRICTED
                STOCK AWARD CERTIFICATE**Date
                of Issuance:
            
            Number
                of Shares:








THIS
      IS
      TO CERTIFY that InfoSearch Media, Inc., a Delaware corporation (the
“ **Company** ”)
      has
      granted you (the “ **Grantee** ”)
      the
      right to receive shares (the “ **Shares** ”)
      of
      common stock, par value $0.001, of the Company (the “ **Common
      Stock** ”)
      pursuant to the terms, conditions and restrictions contained in the MAC
      Worldwide, Inc. 2004 Stock Option Plan (the “ **Plan** ”)
      and
      the Restricted Stock Award Agreement attached hereto, as follows:








Name
                of GranteeAddress
                of GranteeGrant
                DateVesting
                Schedule








By
      executing this Restricted Stock Award Certificate (the “ **Award
      Certificate** ”),
      you
      hereby agree to be bound by, and receive the Shares subject to, all of the
      terms
      and conditions of the Restricted Stock Award Agreement, attached hereto, and
      the
      Plan both of which are incorporated herein by reference.





All
      capitalized terms not defined in this Award Certificate have the meaning
      ascribed to them in the Restricted Stock Award Agreement.





IN
      WITNESS WHEREOF, the Grantee has duly executed this Award Certificate as of
      this
      __ day of May, 2005.




GRANTEEBy:_______________________________















**RESTRICTED
      STOCK AGREEMENT**




THIS
      RESTRICTED STOCK AGREEMENT (this “ **Agreement** ”)
      is
      between InfoSearch Media, Inc., a Delaware **** corporation
      (the “ **Company** ”),
      and
      _____________, a director, employee or consultant of the Company (the
“ **Grantee** ”).




Pursuant
      to the MAC Worldwide, Inc. 2004 Stock Option Plan (the “ **Plan** ”),
      the
      Board of Directors of the Company (the “ **Board** ”)
      has
      authorized the grant to Grantee of the right to receive shares of the Company’s
      common stock, par value $0.001 (the “ **Common
      Stock** ”),
      upon
      the terms and subject to the conditions set forth in this Agreement, the Stock
      Award Certificate attached hereto (the “ **Award
      Certificate** ”)
      and
      the Plan (such grant referred to herein as the “ **Award** ”).
      Capitalized terms not otherwise defined herein shall have the meanings ascribed
      to them in the Plan.





NOW,
      THEREFORE, in consideration of the premises and the benefits to be derived
      from
      the mutual observance of the covenants and promises contained herein and other
      good and valuable consideration, the sufficiency of which is hereby
      acknowledged, the parties hereto agree as follows:




1.  Restricted
      Stock Award / Vesting .
      _______________________By Grantee’s execution of the Award Certificate, Grantee
      agrees to accept the Award granted pursuant to the Award Certificate and this
      Agreement subject to the terms, conditions and restrictions provided in the
      Plan, the Award Certificate and this Agreement. The Company shall issue one
      or
      more stock certificates representing the Shares (the “ **Stock
      Certificate** ”)
      as
      provided herein.




2.  Restrictions
      on Shares .




(a)  Restriction
      on Transfer of Unvested Shares .
      Grantee
      shall not transfer, assign, grant a lien or security interest in, pledge,
      hypothecate, encumber or otherwise dispose of any unvested Shares, or any
      interest therein, except as permitted by this Agreement. The Grantee may
      transfer unvested Shares (i) to or for the benefit of any spouse, children,
      parents, uncles, aunts, siblings, grandchildren and any other relatives approved
      by the Board of Directors (collectively, “ **Approved
      Relatives** ”)
      or to
      a trust established solely for the benefit of the Grantee and/or Approved
      Relatives; provided, however, that such Shares shall remain subject to this
      Agreement (including without limitation the restrictions on transfer set forth
      in this Section) and such permitted transferee shall, as a condition to such
      transfer, deliver to the Company a written instrument confirming that such
      transferee shall be bound by all of the terms and conditions of this Agreement,
      the Award Certificate and the Plan; or (ii) as part of the sale of all or
      substantially all of the shares of capital stock of the Company (including
      pursuant to a merger or consolidation), provided that the securities or other
      property received by the Grantee in connection with such transaction shall
      remain subject to this Agreement.




(b)  Deposit
      of Unvested Shares .
      All
      unvested Shares shall be deemed deposited by the Grantee with the Company to
      hold until such time as the Shares become vested. The Company shall deliver
      to
      Grantee a Stock Certificate representing Shares which have become vested and
      exercisable pursuant to the terms of this Agreement as soon as reasonably
      practicable upon the vesting date of such Shares, or as otherwise agreed to
      by
      the parties, to the Grantee’s address of record as reflected in the records of
      the Company’s transfer agent, if any, and if the Company transfers its own
      securities as reflected in the Company’s own records.







(c)  Restrictive
      Legend .
      The
      Company shall place legends, or cause such legends to be placed by its transfer
      agent, in a form substantially the same as that set forth below on any Stock
      Certificate issued to Grantee by the Company which evidences unvested
      Shares:




THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
      ON
      PUBLIC RESALE AND TRANSFER, AS SET FORTH IN A RESTRICTED STOCK AWARD AGREEMENT
      BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES. SUCH PUBLIC SALE
      AND
      TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.




Additionally,
      the Company shall place, or cause to be placed, on any Stock Certificate issued
      to Grantee any other legends that may be required by state or U.S. Federal
      securities laws, the Company’s Certificate of Incorporation of Bylaws, any other
      agreement between the Grantee and the Company or any agreement between the
      Grantee and any third party:




(d)  Stop-Transfer
      Instructions .
      Grantee
      agrees that, to ensure compliance with the restrictions imposed by this
      Agreement, the Company may issue appropriate “stop-transfer” instructions to its
      transfer agent, if any, and if the Company transfers its own securities, it
      may
      make appropriate notations to the same effect in its own records.




(e)  Refusal
      to Transfer .
      The
      Company will not be required (i) to transfer on its books any Shares that have
      been sold or otherwise transferred in violation of any of the provisions of
      this
      Agreement or to treat as owner of such Shares any such transferee, or to accord
      the right’s of a stockholder to such a transferee including but not limited to
      the right to vote or to receive dividends or other distributions with respect
      to
      such Shares.




3.  Adjustments
      for Stock Splits, Stock Dividends, etc .
      If from
      time to time there is any stock split, stock dividend, stock distribution or
      other reclassification of the Common Stock, any and all new, substituted or
      additional securities to which the Grantee is entitled by reason of Grantee’s
      ownership of the Shares shall be immediately subject to the restrictions on
      transfer and the other provisions of this Agreement in the same manner and
      to
      the same extent as the Shares.




4.  Adjustments
      for Merger or Consolidation .
      Upon
      the occurrence of any merger or consolidation of the Company with or into
      another entity the result of which is the conversion or exchange of all of
      the
      Common Stock for the right to receive cash, securities or other property or
      any
      exchange of all of the Common Stock for cash, securities or other property
      pursuant to a share exchange transaction, the rights of the Company shall inure
      to the benefit of the Company’s successor and the conditions and restrictions on
      the Shares provided for herein shall apply to the cash, securities or other
      property which the Shares were converted into or exchanged for pursuant to
      such
      transaction in the same manner and to the same extent as they applied to the
      Shares under this Agreement. If, in connection with such a transaction, a
      portion of the cash, securities or other property received upon the conversion
      or exchange of the Shares is to be placed into escrow to secure indemnification
      or similar obligations, the mix between the vested and unvested portion of
      such
      cash, securities or other property that is placed into escrow shall be the
      same
      as the mix between the vested and unvested portion of such cash, securities
      or
      other property that is not subject to escrow.







5.  Representations
      and Warranties of Grantee.




The
      Grantee hereby represents and warrants to the Company as follows:




(a)  On
      issuance of the Shares, the Grantee shall receive the Shares for his own account
      for investment only, and not with a view to, or for sale in connection with,
      any
      distribution of the Shares in violation of the Securities Act of 1933, as
      amended, or any rule or regulation under such Act.




(b)  The
      Grantee has sufficient experience in business, financial and investment matters
      to be able to evaluate the risks involved in the transactions contemplated
      herein and to make an informed investment decision with respect to such
      transactions.




(c)  The
      Grantee can afford a complete loss of the value of the Shares and is able to
      bear the economic risk of holding such Shares for an indefinite
      period.




(d)  The
      Grantee has received a copy of the Plan and has read and understands the terms
      of the Plan, the Award Certificate and this Agreement, and agrees to be bound
      by
      their terms and conditions.




(e)  Grantee
      acknowledges that there may be adverse tax consequences upon the vesting of
      Shares or disposition of the Shares once vested, and that Grantee should consult
      a tax advisor prior to such time.




6.  Taxes




(a)  Withholding
      Taxes .
      Grantee
      agrees that, no later than the first to occur of (i) the date as of which the
      restrictions shall lapse with respect to all or any of Shares covered by this
      Agreement or (ii) the date required by Section 7(b) below, Grantee shall pay
      to
      the Company in cash any federal, state or local taxes of any kind required
      by
      law to be withheld, if any, with respect to the Shares for which the
      restrictions shall lapse. If Grantee fails to make such payments, the Company
      shall, to the extent permitted by law, have the right to deduct from any payment
      of any kind otherwise due to Grantee any federal, state or local taxes required
      by law to be withheld with respect to such Shares.




(b)  Section
      83(b) Election .
      Grantee
      may elect, within 30 days of the Grant Date, to include in gross income for
      federal income tax purposes an amount equal to the fair market value of the
      Shares less the amount, if any, paid by the Grantee (other than by prior
      services) for the shares granted hereunder pursuant to Section 83(b) of the
      Internal Revenue Code of 1986, as amended. In connection with any such Section
      83(b) election, Grantee shall pay to the Company, or make such other
      arrangements satisfactory to the Board of Directors of the Company to pay to
      the
      Company based on the fair market value of the Shares on the Grant Date, any
      federal, state or local taxes required by law to be withheld with respect to
      such Shares at the time of such election. If Grantee fails to make such
      payments, the Company shall, to the extent permitted by law, have the right
      to
      deduct from any payment of any kind otherwise due to Grantee any federal, state
      or local taxes required by law to be withheld with respect to such Shares.
      THE
      GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE
      COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE
      GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON
      THE
      GRANTEE’S BEHALF.




(c)  Tax
      Advice .
      The
      Grantee has reviewed with the Grantee’s own tax advisors the federal, state,
      local and foreign tax consequences of this investment and the transactions
      contemplated by this Agreement. The Grantee is relying solely on such advisors
      and not on any statements or representations of the Company or any of its
      agents. The Grantee understands that the Grantee (and not the Company) shall
      be
      responsible for the Grantee’s own tax liability that may arise as a result of
      this investment or the transactions contemplated by this Agreement.







7.  Compliance
      with Laws and Regulations .
      The
      issuance and transfer of Common Stock shall be subject to compliance by the
      Company and the Grantee with all applicable requirements of federal and state
      securities laws and with all applicable requirements of the NASD’s OTC Bulletin
      Board or any stock exchange on which the Common Stock may be listed at the
      time
      of such issuance or transfer.




8.  Miscellaneous .




(a)  No
      Rights to Employment .
      Nothing
      contained in this Agreement shall be construed as giving the Grantee any right
      to employment in any position with the Company. The Grantee acknowledges and
      agrees that the transactions contemplated hereunder and the vesting schedule
      set
      forth herein do not constitute an express or implied promise of engagement
      as an
      employee for the vesting period, for any period, or at all.




(b)  Severability .
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement,
      and each other provision of this Agreement shall be severable and enforceable
      to
      the extent permitted by law.




(c)  Waiver .
      Any
      provision for the benefit of the Company contained in this Agreement may be
      waived, either generally or in any particular instance, by the Board of the
      Company.




(d)  Binding
      Effect .
      This
      Agreement shall be binding upon and inure to the benefit of the Company and
      the
      Grantee and their respective heirs, executors, administrators, legal
      representatives, successors and assigns, subject to the restrictions on transfer
      set forth herein.




(e)  Notice .
      Any
      notice required or contemplated by this Agreement shall be deemed to have been
      duly given if transmitted by registered or certified mail, return receipt
      requested, or
      nationally recognized overnight delivery service **,** to
      the
      Company at its principal executive offices 4086 Del Rey Avenue, Marina Del
      Rey,
      California 90292, Attention: Chief Financial Officer, or to the Grantee at
      the
      name and address set forth in the Award Certificate.




(f)  Pronouns .
      Whenever the context may require, any pronouns used in this Agreement shall
      include the corresponding masculine, feminine or neuter forms, and the singular
      form of nouns and pronouns shall include the plural, and
      vice versa.




(g)  Entire
      Agreement .
      This
      Agreement constitutes the entire agreement between the parties, and supersedes
      all prior agreements and understandings, relating to the subject matter of
      this
      Agreement.




(h)  Amendment .
      This
      Agreement may be amended or modified only by a written instrument executed
      by
      both the Company and the Grantee.




(i)  Governing
      Law .
      This
      Agreement shall be construed, interpreted and enforced in accordance with the
      internal laws of the State of Delaware without regard to any applicable
      conflicts of laws.




(j)  Grantee’s
      Acknowledgements .
      The
      Grantee acknowledges that he: (i) has read this Agreement; (ii) has
      been represented in the preparation, negotiation, and execution of this
      Agreement by legal counsel of the Grantee’s own choice or has voluntarily
      declined to seek such counsel; (iii) understands the terms and consequences
      of this Agreement; and (iv) is fully aware of the legal and binding
      effect of this Agreement.





[SIGNATURE
      PAGE FOLLOWS]








IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.




COMPANY
              InfoSearch
                Media, Inc.By:
                Frank Knuettel, IITitle:
                Chief Financial OfficerGRANTEE