THE
      SECURITIES REPRESENTED HEREBY (INCLUDING, WITHOUT LIMITATION, THIS WARRANT
      AND
      THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF) HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR
      INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
      DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT
      AN
      EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN
      A
      FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
      REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

     

    Void
      after 5:00 p.m. Washington, D.C. Time, on May 31, 2013.

     

    
      	
              Warrant
                No. _______

            	
              ___________,
                2008

            


    

    
      
        

      

    

     

    COMMON
      STOCK WARRANT

     

      
        

      

    

     

    THIS
      IS
      TO CERTIFY THAT, for value received, ____________ or its registered assigns
      pursuant to Section
      4
      hereof
      (“Holder”),
      is
      entitled to purchase, subject to the provisions of this Warrant, from SouthPeak
      Interactive Corporation, a Delaware corporation (the “Company”),
      __________ fully paid, validly issued and nonassessable shares of Common Stock,
      par value $0.0001 per share, of the Company (“Common
      Stock”)
      at the
      exercise price of $1.50 per share until the Expiration Date, as defined below.
      The number of shares of Common Stock to be received upon the exercise of this
      Warrant and the price to be paid for each share of Common Stock shall be
      adjusted from time to time as hereinafter set forth.

     

    The
      shares of Common Stock issued or issuable upon such exercise, and as adjusted
      from time to time, are hereinafter sometimes referred to as “Warrant
      Shares,”
and
      the exercise price of a Warrant Share as adjusted from time to time is
      hereinafter sometimes referred to as the “Exercise
      Price.”

     

    1. Exercise
      of Warrant; Notification of Expiration Date of Warrant.
      This
      Warrant is exercisable at the option of Holder at any time or from time to
      time
      prior to 5:00 P.M. Washington, D.C. time on May 31, 2013 (the “Expiration
      Date”);
      provided,
      however,
      that if
      such day is a day on which banking institutions in the District of Columbia
      are
      authorized by law to close, then on the next succeeding day which shall not
      be
      such a day. This Warrant may be exercised by presentation and surrender hereof
      to the Company at its principal office, or at the office of its stock transfer
      agent, if any, with the Notice of Exercise annexed hereto (“Notice
      of Exercise”)
      duly
      executed and accompanied by payment of the Exercise Price for the number of
      Warrant Shares specified in such form and any applicable taxes. The purchase
      price for any Warrant Shares purchased pursuant to the exercise of this Warrant
      shall be paid in full upon such exercise in cash or by certified or bank check
      or by wire transfer of immediately available funds. In the alternative, the
      Warrant may be exchanged for Warrant Shares as described in Section
      10
      hereof.
      As soon as practicable after each such exercise of the Warrant, but not later
      than ten (10) business days from the date of such exercise, the Company shall
      issue and deliver to Holder a certificate or certificates for the Warrant Shares
      issuable upon such exercise, registered in the name of Holder or Holder’s
      designee (subject to the payment by Holder of any applicable transfer taxes).
      If
      the Warrant should be exercised in part only, the Company shall, upon surrender
      of this Warrant for cancellation, execute and deliver a new Warrant evidencing
      the rights of Holder thereof to purchase the balance of the Warrant Shares
      purchasable thereunder. Upon receipt by the Company of the Warrant at its
      office, or by the stock transfer agent of the Company at its office, in proper
      form for exercise, together with the exercise price thereof and taxes as
      aforesaid in cash or certified or bank check or wire transfer of immediately
      available funds and the investment letter described below, Holder shall be
      deemed to be the holder of record of the shares of Common Stock issuable upon
      such exercise, notwithstanding that the stock transfer books of the Company
      shall then be closed or that certificates representing such shares of Common
      Stock shall not then be physically delivered to Holder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Notwithstanding
      anything herein to the contrary, the Company shall use reasonable efforts to
      mail to the original Holder, by certified mail, return receipt requested, notice
      of the Expiration Date of the Warrant, no later than twenty (20) days prior
      to
      the Expiration Date.

     

    2. Reservation
      of Shares.
      The
      Company shall at all times reserve for issuance and/or delivery upon exercise
      of
      this Warrant such number of shares of Common Stock as shall be required for
      issuance and delivery upon exercise of the Warrant.

     

    3. Fractional
      Shares.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant. In lieu thereof, the Company shall, with respect
      to any fraction of a share called for upon any exercise hereof, pay to Holder
      an
      amount in cash equal to such fraction multiplied by the then-current fair market
      value of a share of Common Stock. 

     

    4. Exchange,
      Transfer, Assignment or Loss of Warrant.
      This
      Warrant is exchangeable, without expense, at the option of Holder, upon
      presentation and surrender hereof to the Company or at the office of its stock
      transfer agent, if any, for other Warrants of different denominations entitling
      Holder thereof to purchase in the aggregate the same number of shares of Common
      Stock purchasable hereunder (as such number may be reduced as a result of any
      partial exercise prior to such surrender). Holder may not transfer or assign
      the
      Warrant, in whole or in part, without the prior written consent of the Company
      except to the Holder’s members or an Affiliate of Holder. “Affiliate
      of Holder”
means
      any person who controls, is controlled by or is under common control with the
      Holder, including, without limitation, as applicable, the Holder’s partners,
      members, former partners, former members or an entity managed by the Holder’s
      manager, managing partner or management company or managed or owned by an entity
      controlling, controlled by or under common control with, such manager, managing
      partner or management company. Upon surrender of this Warrant to the Company
      at
      its principal office or at the office of its stock transfer agent, if any,
      with
      the Assignment Form annexed hereto duly executed and funds sufficient to pay
      any
      transfer tax, the Company shall, without charge, execute and deliver a new
      Warrant in the name of the assignee or assignees named in such instrument of
      assignment and this Warrant shall promptly be canceled. Upon receipt by the
      Company of evidence satisfactory to it of the loss, theft, destruction or
      mutilation of this Warrant, and in the case of loss, theft or destruction,
      of
      reasonable satisfactory indemnification, and upon surrender and cancellation
      of
      this Warrant, if mutilated, the Company will execute and deliver a new Warrant
      of like tenor, date and amount.

     

    
      
         

      

      
        -
          2 -

        
          

        

      

      
         

      

       

    

    5. Rights
      of Holder.
      The
      Holder shall not, by virtue hereof, be entitled to any rights of a stockholder
      in the Company, either at law or equity including, without limitation, any
      rights to dividends, and the rights of Holder are limited to those expressed
      in
      the Warrant and are not enforceable against the Company except to the extent
      set
      forth herein.

     

    6. Adjustment
      for Certain Events.
      So long
      as this Warrant shall be outstanding, the Exercise Price in effect at any time
      and the number and kind of securities purchasable upon the exercise of the
      Warrant shall be subject to adjustment from time to time upon the happening
      of
      certain events as follows:

     

    6.1. Adjustments
      for Certain Dividends, Distributions, Stock Splits, Etc.
      In case
      the Company shall (i) declare a dividend or make a distribution on its
      outstanding shares of Common Stock in shares of Common Stock or (ii) subdivide,
      combine or reclassify its outstanding shares of Common Stock into a greater
      or
      lesser number of shares, the Exercise Price in effect at the time of the record
      date for such dividend or distribution or the effective date of such
      subdivision, combination or reclassification shall be proportionately adjusted
      as of the record or effective date of such event by multiplying such Exercise
      Price by a fraction, the denominator of which shall be the number of shares
      of
      Common Stock outstanding immediately following such event and the numerator
      of
      which shall be the number of shares of Common Stock outstanding immediately
      prior thereto. For example, if the Company declares a two-for-one forward stock
      split and the Exercise Price immediately prior to such event was $1.50 per
      share, the adjusted Exercise Price immediately after such event would be $0.75
      per share. Such adjustment shall be made successively whenever any event listed
      above shall occur.

     

    6.2. Adjustment
      in Number of Warrant Shares.
      Whenever the Exercise Price payable upon exercise of this Warrant is adjusted
      pursuant to Section
      6.1
      above,
      the number of Warrant Shares purchasable upon exercise of this Warrant shall
      simultaneously be adjusted by multiplying the number of Warrant Shares issuable
      upon exercise of this Warrant immediately prior to such adjustment by the
      Exercise Price in effect immediately prior to such adjustment and dividing
      the
      product so obtained by the Exercise Price in effect immediately after such
      adjustment.

     

    6.3. Certificate
      as to Adjustment.
      Whenever the Exercise Price shall be adjusted as required by this Section
      6,
      the
      Company shall forthwith file in the custody of its Secretary or an Assistant
      Secretary at its principal office and with its stock transfer agent, if any,
      an
      officer’s certificate showing the adjusted Exercise Price and adjusted number of
      Warrant Shares determined as herein provided and setting forth in reasonable
      detail the facts requiring such adjustment and such other facts as shall be
      necessary to show the reason for and the manner of computing such adjustment.
      Each such officer’s certificate shall be made available at all reasonable times
      for inspection by Holder, and the Company shall, forthwith after each such
      adjustment, mail, by certified mail, a copy of such certificate to Holder or
      any
      such holder.

     

    
      
         

      

      
        -
          3 -

        
          

        

      

      
         

      

       

    

    7. Notice
      to Holder.
      So long
      as this Warrant shall be outstanding, (i) if the Company shall pay any dividend
      or make any distribution upon the Common Stock, or (ii) if the Company shall
      generally offer to the holders of Common Stock for subscription or purchase
      by
      them any shares of any class or any other rights, or (iii) if any capital
      reorganization of the Company, reclassification of the capital stock of the
      Company, consolidation or merger of the Company with or into another
      corporation, sale, lease or transfer of all or substantially all of the property
      and assets of the Company to another corporation, or voluntary or involuntary
      dissolution, liquidation or winding up of the Company shall be effected, then
      in
      any such case, the Company shall cause to be mailed by certified mail to Holder,
      at least fifteen (15) days prior to the date specified in (x) or (y) below,
      as
      the case may be, a notice containing a brief description of the proposed action
      and stating the date on which (x) a record is to be taken for the purpose of
      such dividend, distribution or rights, or (y) such reclassification,
      reorganization, consolidation, merger, conveyance, dissolution, liquidation
      or
      winding up is to be effected and the date, if any, is to be fixed, as of which
      the holders of Common Stock or other securities shall receive cash or other
      property deliverable upon such reclassification, reorganization, consolidation,
      merger, conveyance, dissolution, liquidation or winding up.

     

    8. Reclassification,
      Reorganization or Merger.
      In case
      of any reclassification or capital reorganization of outstanding shares of
      Common Stock, or in case of any consolidation or merger of the Company with
      or
      into another corporation (other than a merger with another corporation in which
      merger the Company is the surviving corporation and which does not result in
      any
      reclassification or capital reorganization of outstanding shares of Common
      Stock) or in case of any sale, lease or conveyance to another corporation of
      the
      property of the Company as an entirety, the Company shall, as a condition
      precedent to such transaction (unless waived in writing by Holder), cause
      effective provisions to be made so that Holder shall have the right thereafter
      by exercising the Warrant at any time prior to the expiration of the Warrant,
      to
      purchase the kind and amount of shares of stock and other securities and
      property receivable upon such reclassification or capital reorganization and
      consolidation, merger, sale or conveyance had such Holder exercised this Warrant
      in full immediately prior to such event. Any such provision shall include
      provision for adjustments which shall be as nearly equivalent as may be
      practicable to the adjustments provided for in this Warrant. The foregoing
      provisions of this Section
      8
      shall
      similarly apply to successive reclassifications or capital reorganizations
      of
      shares of Common Stock and to successive consolidations, mergers, sales or
      conveyances.

     

    9. Securities
      Law Compliance.

     

    9.1. No
      Registration.
      The
      Holder of this Warrant, by acceptance hereof, acknowledges that the Warrant
      and
      the Warrant Shares to be issued upon exercise hereof have not been registered
      under the Securities Act of 1933, as amended (the “Act”),
      or
      qualified under any state securities laws and hereby represents and warrants
      that such Warrant and Warrant Shares are being acquired solely for Holder’s own
      account and not as a nominee for any other party, and for investment, and not
      with a view toward distribution or resale thereof and covenants and agrees
      that
      Holder will not offer, sell, transfer, assign, pledge or otherwise dispose
      of
      this Warrant or any Warrant Shares to be issued upon exercise hereof in the
      absence of (i) an effective registration statement under the Act as to this
      Warrant or such Warrant Shares and registration or qualification of this Warrant
      or such Warrant Shares under any applicable U.S. federal or state securities
      laws then in effect, or (ii) an opinion of counsel, reasonably satisfactory
      to
      the Company, that such registration and qualification are not
      required.

     

    
      
         

      

      
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          4 -

        
          

        

      

      
         

      

       

    

    9.2. Legend.
      If
      appropriate, this Warrant and any Warrants issued upon exercise or substitution
      or upon assignment or transfer pursuant to Sections
      1
      or
4,
      as the
      case may be, and all Warrant Shares issued upon exercise hereof shall be stamped
      or imprinted with legends setting forth the restrictions on transfer arising
      under applicable federal and state securities laws, together with any legends
      required under any other Company agreements to which Holder is a
      party.

     

    10. Net
      Exercise Right.

     

    10.1. Right.
      In lieu
      of exercising this Warrant in the manner provided above in Section
      1,
      Holder
      may elect to receive shares equal to the net value of this Warrant (or the
      portion thereof being canceled) pursuant to the terms of this Section
11
      (the
“Net
      Exercise Right”),
      in
      which event the Company shall issue to such Holder a number of Warrant Shares
      computed using the following formula:

     


    
      	
              X =

            	
              Y x (A - B)

              
                

              

              
                A

              

            


    

     


    X =
      The
      number of shares of Warrant Shares to be issued to Holder.

     

    Y =
      The
      number of Warrant Shares for which a written Notice of Exercise has been
      given.

     

    A =
      The
      value of one Warrant Share (at the date of such calculation).

     

    B =
      Exercise Price (as adjusted to the date of such calculation).

     

    10.2. Value.
      For
      purposes of this Section
      10,
      the
      value of one Warrant Share on the date of calculation shall be equal to the
      volume weighted average closing price of the Company’s Common Stock for the ten
      (10) trading days on the Over the Counter Bulletin Board (“OTCBB”) or on any
      exchange, including the Nasdaq Stock Market, on which the Company’s shares of
      Common Stock are traded ending on the trading date prior to the exercise of
      this
      Warrant. If the Company’s shares of Common Stock are not traded on the OTCBB or
      any exchange, the value shall equal the highest price per share which the
      Company could obtain on the date of calculation from a willing buyer (not a
      current employee or director) for Warrant Shares sold by the Company, from
      authorized but unissued shares, as determined in good faith by the Board of
      Directors using a commercially acceptable valuation formula and without any
      minority or liquidity discount.

     

    10.3. Manner
      of Exercise.
      The Net
      Exercise Right may be exercised by Holder by the surrender of this Warrant
      at
      the principal office of the Company together with the Notice of Exercise duly
      executed specifying that Holder thereby intends to exercise the Net Exercise
      Right. Certificates for the shares of stock issuable upon exercise of the Net
      Exercise Right shall be delivered to Holder as soon as practicable after each
      such exercise of this Warrant, but not later than ten (10) business days from
      the date of such exercise.

     

    
      
         

      

      
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          5 -

        
          

        

      

      
         

      

    

     

    11. Miscellaneous.

     

    11.1. Amendments.
      Neither
      the Warrant nor any term hereof may be changed, waived, discharged or terminated
      without the prior written consent of the Company and Holder.

     

    11.2. No
      Impairment.
      The
      Company will not 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
      Warrant and in the taking of all such action as may be necessary or appropriate
      in order to protect the rights of the Holder hereunder.

     

    11.3. Governing
      Law.
      This
      Agreement shall be governed by and construed under the laws of the State of
      Delaware, without regard to conflicts of law provisions thereof.

     

    11.4. Notice.
      Any
      notice required or permitted under this Warrant shall be in writing and shall
      be
      deemed to have been given on the date of delivery, if delivered personally,
      by
      facsimile (which shall include email) (or on the next business day if the date
      of facsimile is other than a business day) or by deposit with a nationally
      recognized overnight courier to the party to whom notice is to be given, or
      on
      the fifth business day after mailing, if mailed to the party to whom notice
      is
      to be given, by certified mail, return receipt requested, postage prepaid,
      and
      addressed as follows:

     

    If
      to the
      Company, at

     

    2900
      Polo
      Parkway

    Midlothian,
      Virginia 23113

    Attention:
      Terry Phillips

    


    If
      to the
      Holder, at 

    


    __________

    __________

    __________

     

    11.5. Severability.
      If one
      or more provisions of this Warrant are held to be unenforceable under applicable
      law, the parties agree to renegotiate such provision in good faith. In the
      event
      that the parties cannot reach a mutually agreeable and enforceable replacement
      for such provision, then (a) such provision shall be excluded from this Warrant,
      (b) the balance of this Warrant shall be interpreted as if such provision were
      so excluded and (c) the balance of this Warrant shall be enforceable in
      accordance with its terms.

     

    11.6 Piggyback
      Registration Rights.
      The
      Company shall use its best efforts to provide to the initial Holder of this
      Warrant or any Affiliate of Holder piggyback registration rights as to shares
      issued upon exercise of this Warrant in any registration statement the Company
      files in which it is registering any shares of Common Stock other than on a
      Form
      S-4 or Form S-8 or any successor forms thereto; provided, however, such rights
      shall not apply to the first registration statement filed subsequent to the
      date
      of the issuance of this Warrant which the Company is obligated to file with
      the
      Securities and Exchange Commission by October 15, 2008. As a condition to such
      registration right, the Holder or any Affiliate of Holder shall agree to be
      bound by the provisions of any registration rights agreement pursuant to which
      other shares are being registered and, absent any such agreement, to such
      standard limitations and obligations to which registration rights are generally
      subject, including, but not limited to, the obligation to participate in any
      underwriting and the right to have any underwriter limit the number of shares
      being registered by the Holder or an affiliate of Holder. In no event, however,
      shall the Company have the obligation to register any shares hereunder if such
      shares can be sold in accordance with Rule 144 promulgated under the Securities
      Act of 1933, as amended.

     

    
      
         

      

      
        -
          6 -

        
          

        

      

      
         

      

    

    


    11.7. Headings.
      The
      Section and other headings are for convenience only and are not a part of this
      Warrant and shall not affect the interpretation thereof. 

     

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

     

     

    
      	 	
              SOUTHPEAK
                INTERACTIVE CORPORATION

               

               

               

                

              

              Terry
                Phillips, Chairman

            


    

     

    
      
         

      

      
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          7 -

        
          

        

      

      
         

      

    



    SCHEDULE
      OF MATERIAL DIFFERENCES TO EXHIBIT 4.9

    

      
        	
                HOLDER

              	
                NUMBER
                  OF WARRANT SHARES

              
	 	 
	
                Higley
                  & Company LLC

              	
                50,000
                  shares

              
	 	 
	
                Bernard
                  Fischbach

              	
                50,000
                  shares