Unassociated Document


     

    EXHIBIT
      10.21

    

      WARRANT

      
        	
                NO.
                  GOCH-__________

              	
                GEEKS
                  ON CALL HOLDINGS, INC. 

              	
                ____________ Shares

              


      

       

      
        WARRANT
          TO PURCHASE COMMON STOCK

         

        VOID
          AFTER THE
          EXPIRATION TIME

        


        THIS
          WARRANT AND ANY SHARES OF COMMON STOCK ACQUIRED UPON THE EXERCISE OF THIS
          WARRANT
          HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
          (THE “ACT”),
          AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED
          OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR
          QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE
          SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

         

        FOR
          VALUE
          RECEIVED, GEEKS ON CALL HOLDINGS, INC., a Delaware corporation
          (the “Company”),
          hereby agrees to sell upon the terms and on the conditions hereinafter
          set
forth,
          but not later than the Expiration Time (as hereinafter defined) to __________
          or
          registered assigns (the “Holder”),
          under
          the terms as hereinafter set forth, __________ (  )
          fully
          paid and non-assessable shares of the Company’s Common Stock,
          par value $0.001 per share (the “Warrant
          Stock”),
          at an
          exercise price of __________ (  )
          per
          share (the “Warrant
          Price”),
          pursuant to this warrant (this “Warrant”).
          The
number
          of
          shares of Warrant Stock to be so issued and the Warrant Price are subject
          to
          adjustment in certain
          events as hereinafter set forth. The term “Common
          Stock”
shall
          mean, when used herein, unless the
          context otherwise requires, the stock and other securities and property
          at the
          time receivable upon the exercise of this Warrant.

         

        1. Exercise
          of Warrant.

         

        a.  The
          Holder may exercise this Warrant, prior
          to
          5:30 p.m., Eastern Time, on ,
          2013
          (the “Expiration
          Time”),
          according
          to its terms by (i) surrendering
          this Warrant, properly endorsed, to the Company at the address set forth
          in
          Section 9 with the Form of Exercise
          attached
          hereto having then been duly executed by the Holder, and (ii) payment in
          full to
          the Company of the aggregate
          Warrant Price for the number of shares of the Warrant Stock specified in
          the
Form
          of
          Exercise, or as otherwise provided in this Warrant.

         

        b.  (i)
          The
          aggregate Warrant Price for the shares of Warrant Stock being purchased
          may be paid (1) either by cash, certified check or bank draft or wire transfer
          of immediately available
          funds or, (2) subject to clause (ii) of this Section lb., by surrender
          of a
          number of shares of Warrant Stock having
          an
          aggregate fair market value equal to the aggregate Warrant Price of the
          Warrant
          Stock being purchased (“Cashless
          Exercise”)
          as
          determined herein. If the Holder elects the Cashless Exercise method of
          payment,
          the Company shall issue to the Holder a number of shares of Warrant Stock
          determined in accordance with the
          following formula:

        


        X
          =
Y(A
          -
          B)

        A

         

        with:
          X
          =
the
          number of shares of Warrant Stock to be issued to the Holder;
          Y = the number of shares of Warrant
          Stock
          with respect to which the Warrant is being exercised; A = the fair value
          per
          share of Common Stock on the date of exercise of this Warrant; and B =
          the
          then-current Warrant Price of the Warrant. 

        


        For
          the
          purposes of this Section lb., “fair market value” shall mean (A) the average of
          the closing sales prices, as quoted on the primary national or regional
          stock
          exchange on which the
          Common
          Stock
          is
          listed, or, if not so listed, the OTC Bulletin Board if quoted thereon,
          on the
          five (5) consecutive
          trading days immediately preceding the date of exercise, or, (B) if the
          Common
          Stock is not publicly traded as set forth above, as reasonably and in good
          faith
          determined by the Board of Directors of the Company as of the date which
          the
          notice of exercise is deemed to have been given to the Company pursuant
          to
          Section 9 hereof. 

        


        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

        (ii)
          Notwithstanding the foregoing, the Cashless Exercise option set forth in
          clause (i) of Section lb
          above
          shall only be available so long as the Company fails to be an issuer about
          which
          there is adequate current public information available, as defined by Rule
          144(c) promulgated under the Act. 

         

        c.  This
          Warrant may be exercised at any time or from time to time from the date
          hereof
          until the Expiration Time in whole or in part. If exercised in part, the
          Company
          shall deliver to the Holder a new Warrant, identical in form to the form
          hereof,
          in the name of the Holder, evidencing
          the right to purchase the number of shares of Warrant Stock as to which
          this
          Warrant has not been
          exercised, which new Warrant shall be signed by the Chairman, Chief Executive
          Officer or President and
          the
          Secretary or Assistant Secretary of the Company. The term “Warrant” as used
          herein shall include any
          subsequent Warrant issued as provided herein.

         

        d.  No
          fractional shares or scrip representing fractional
          shares shall be issued upon the exercise of this Warrant. The Company shall
          pay
          cash in lieu of fractions
          with respect to the Warrants based upon the fair market value of such fractional
          shares of Common
          Stock at the time of exercise of this Warrant. For purposes of this Section
          ld.
“fair
          market value” shall mean (A) the closing sales price, as quoted on the primary
          national or regional stock exchange on which the
          Common
          Stock
          is
          listed, or, if not so listed, the OTC Bulletin Board if quoted thereon,
          on the
trading
          day immediately preceding the date of exercise, or, (B) if the Common Stock
          is
          not publicly traded as set forth above, as reasonably and in good faith
          determined by the Board of Directors of the Company as of the date which
          the
          notice of exercise is deemed to have been given to the Company pursuant
          to
          Section 9 hereof.

         

        e.  Upon
          exercise of this Warrant, a certificate or certificates for the Warrant
          Stock so
          purchased, registered in
          the
          name
          of the Holder, shall be delivered to the Holder within three (3) business
          days
          after the date of delivery
          of this Warrant and the payment of the Warrant Price in accordance with
          this
          Warrant. The person or
          entity
          in whose name any certificate for the Warrant Stock is issued upon exercise
          of
this
          Warrant shall for all purposes be deemed to have become the holder of record
          of
          such shares immediately prior to the close of business on the date on which
          the
          Warrant was surrendered and payment
          of the Warrant Price and any applicable taxes was made, irrespective of
          the date
          of delivery of such
          certificate, except that, if the date of such surrender and payment is
          a date
          when the stock transfer books
          of
          the Company are closed, such person shall be deemed to have become the
          holder of
          such shares at the
          opening of business on the next succeeding date on which the stock transfer
          books are open. The Company
          shall pay any and all documentary stamp or similar issue or transfer taxes
          payable in respect of the
          issue
          or delivery of shares of Common Stock on exercise of this Warrant.

         

        f.  Warrant
          Solicitation Fee.
          The
          holder of this Warrant 

        acknowledges
          and understands that the Company has retained Anderson
          & Strudwick, Inc. as
          its
          warrant solicitation
          agent in connection with any solicitation of the exercise of this Warrant,
          in
          whole or in part. The
          Company has agreed, subject to compliance with applicable FINRA rules and
          regulations, to pay Anderson
          & Strudwick, Inc. a
          fee
          equal to a percentage of the gross cash proceeds received by the Company
          in the
          event that this Warrant is exercised
          in whole or in part, whether pursuant to this Section 1 or otherwise under
          the
          terms hereof. 

         

        2. Disposition
          of Warrant Stock and Warrant.

        


        a.  The
          Holder hereby acknowledges that this Warrant
          and any Warrant Stock purchased pursuant hereto are, as of the date hereof,
          not
          registered: (i) under
          the
          Act, on the ground that the issuance of this Warrant is
          exempt
          from registration under Section 3(b) or 4(2) of the Act and Regulation
          D
          thereunder as not involving any public offering or (ii) under any
          applicable state securities law because the issuance of this Warrant does
          not
          involve any public offering;
          and that the Company’s reliance on the Section 3(b) or 4(2) or Regulation D
          exemption of the Act and under applicable state
          securities laws is predicated in part on the representations hereby made
          to the
          Company by the Holder that
          it
          is acquiring this Warrant and will acquire the Warrant Stock for investment
          for
          its own account, with no
          present intention of dividing its participation with others or reselling
          or
          otherwise distributing the same, subject,
          nevertheless, to any requirement of law that the disposition of its property
          shall at all times be within
          its control.

        


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        If,
          at
          the time of the surrender of this Warrant in connection with any transfer
          of
          this Warrant, the transfer of this Warrant shall not be registered pursuant
          to
          an effective registration statement under
          the
          Act and under applicable state securities or blue sky laws, the Company
          may
          require, as a condition of allowing such transfer, that (i) the Holder
          or
          transferee of this Warrant, as the case may be, furnish to the Company
          a written
          opinion of counsel (which opinion shall be in form, substance and scope
          customary for opinions of counsel in comparable transactions) to the effect
          that
          such transfer may be made
          without registration under the Act and under applicable state securities
          or blue
          sky laws, and
          (ii)
          the Holder or transferee execute and deliver to the Company an investment
          letter
          in form and substance
          acceptable to the Company, and (iii) the transferee be an “accredited investor”
as defined in Rule 501(a)
          promulgated under the Act or a “qualified institutional buyer”
as
          defined in Rule 144A(a) promulgated under the Act.

        


        b.  If,
          at
          the time of issuance of the Warrant Stock,
          no
          registration statement is in effect with respect to such shares under applicable
          provisions
          of the Act, the Company may at its election require that the Holder provide
          the
          Company with written
          reconfirmation of the Holder’s investment intent and that any stock certificate
          delivered to the Holder
          of
          a surrendered Warrant shall bear legends reading substantially as
          follows:

        


        “THE
          SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE
          SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE
          DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
          THE
          SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
          OF
          THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”

        


        In
          addition, so long as the foregoing legend may remain on any stock certificate
          delivered to the Holder, the Company
          may maintain appropriate “stop transfer” orders with respect to such
          certificates and the shares represented thereby on its books and records
          and
          with those to whom it may delegate registrar and transfer functions.

        


        3.  Reservation
          of Shares.
          The
          Company hereby agrees that at all times there shall be reserved for issuance
          upon the exercise of this Warrant such number of Warrant Stock as
          shall
          be required for issuance upon full exercise of this Warrant. The Company
          further
          agrees that all Warrant
          Stock which may be issued upon the exercise of this Warrant will be duly
          authorized
          and will, upon issuance and against payment of the Warrant Price, be validly
          issued, fully paid and non-assessable, free from all taxes, liens, charges
          and
          preemptive rights with respect to the issuance thereof,
          other than taxes, if any, in respect of any transfer occurring contemporaneously
          with such issuance and
          other
          than transfer restrictions imposed by federal and state securities laws.
          

        


        4.  Exchange,
          Transfer or Assignment of Warrant.
          This
          Warrant is exchangeable,
          without expense, at the option of the 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 the Holder or Holders thereof to purchase
          in
          the aggregate the same number of Warrant Stock purchasable
          hereunder. Upon surrender of this Warrant to the Company 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
          named in such instrument of assignment and this Warrant shall promptly
          be
          canceled. This Warrant
          may be divided or combined with other Warrants that carry the same rights
          upon
          presentation hereof
          at
          the office of the Company or at the office of its stock transfer agent,
          if any,
          together with a written notice
          specifying the names and denominations in which new Warrants are to be
          issued
          and signed by the Holder
          hereof.

        


        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        5.  Capital
          Adjustments.
          This
          Warrant is subject to the following further provisions:

        


        a.  Adjustments
          for Dilutive Issuances.
          Until
          ______________, 2009,
          in the
          event the Company
          issues or sells any shares of the Company’s Common Stock at a price less than
          the then current Warrant
          Price (“New
          Issuance Price”)
          or any
          Common Stock Equivalents entitling any person to acquire shares of Common
          Stock
          at an effective price per share that is lower than the then current Warrant
          Price (in any
          such
          instances each a “Dilutive
          Issuance”)
          other
          than Excluded Securities, then immediately after such
          Dilutive Issuance, the Warrant Price then in effect shall be reduced to
          the New
          Issuance Price.

        


        b.  “Common
          Stock Equivalents”
shall
          mean any securities of the Company or
          any of
          its subsidiaries which would entitle the holder thereof to acquire at any
          time
          Common Stock, including,
          without limitation, any debt, preferred stock, rights, options, warrants
          or
          other instrument that is at
          any
          time convertible into or exercisable or exchangeable for, or otherwise
          entitles
          the holder thereof to receive, Common Stock.

        


        c.  “Excluded
          Securities”
shall
          mean (a) shares of Common Stock issued or granted or options to acquire
          shares
          of Common Stock issued or granted to employees, officers, directors or
          consultants of the Company pursuant to any stock or option plan duly adopted
          by
          a majority of the non-employee members of the Board of Directors of the
          Company
          or a majority of the members of a committee of non-employee directors
          established for such purpose, and shares of Common Stock issued upon the
          exercise of any such options, (b) securities issued upon the exercise of or
          conversion of any securities issued in the offering in
          which
          this Warrant was issued,
          or upon
          the exercise or conversion of any convertible securities, options or warrants
          issued and outstanding on the date of this Warrant, provided that such
          securities have not been amended since the date of this Warrant to increase
          the
          number of such securities or to decrease the exercise or conversion price
          of any
          such securities (except for self-executing adjustments to the exercise
          or
          conversion price), (c) securities issued pursuant to any anti-dilution
          provision in favor of any shareholder of the Company that is in existence
          on the
          date of this Warrant (or to any such Shareholder’s transferee), (d) securities
          issued pursuant to mergers, share exchanges, stock or asset acquisitions
          or
          strategic transactions (including, without limitation, franchise reacquisitions,
          equipment leases or purchases of equipment in the ordinary course of business),
          provided any such issuance shall not include a transaction in which the
          Company
          is issuing securities primarily for the purpose of raising capital or to
          an
          entity the primary business of which is investing in securities, or (e)
          issuances of securities by the Company in connection with an offering registered
          under the Act that is underwritten on a firm commitment basis.

        


        d.  Recapitalization,
          Reclassification and Succession.
          If any
recapitalization
          of the Company or reclassification of its Common Stock or any merger or
          consolidation of the
          Company into or with a corporation or other business entity, or the sale
          or
          transfer of all or substantially all
          of
          the Company’s assets or of any successor corporation’s assets to any other
          corporation or business entity
          (any such corporation or other business entity being included within the
          meaning
          of the term “successor
          corporation”) shall be effected, at any time while this Warrant remains
          outstanding and unexpired,
          then, as a condition of such recapitalization, reclassification, merger,
          consolidation, sale or transfer,
          lawful and adequate provision shall be made whereby the Holder of this
          Warrant
          thereafter shall have
          the
          right to receive upon the exercise hereof as provided in Section 1 and
          in lieu
          of the Warrant Stock
          immediately theretofore issuable upon the exercise of this Warrant, such
          shares
          of capital stock,
          securities or other property as may be issued or payable with respect to
          or in
          exchange for a number of outstanding shares of Common Stock equal to the
          number
          of shares of Warrant Stock immediately theretofore
          issuable upon the exercise of this Warrant had such recapitalization,
          reclassification, merger, consolidation,
          sale or transfer not taken place, and in each such case, the terms of this
          Warrant shall be applicable
          to the shares of stock or other securities or property receivable upon
          the
          exercise of this Warrant after such consummation.

        


        e.  Subdivision
          or Combination of Shares.
          If the
          Company at any
          time
          while this Warrant remains outstanding and unexpired shall subdivide or
          combine
          its Common Stock, the number of shares of Warrant Stock purchasable upon
          exercise of this Warrant and the Warrant Price shall be proportionately
          adjusted.

        


        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

        f.  Stock
          Dividends and Distributions.
          If the
Company
          at any time while this Warrant is outstanding and unexpired shall issue
          or pay
          the holders of its Common
          Stock, or take a record of the holders of its Common Stock for the purpose
          of
          entitling them to receive,
          a dividend payable in, or other distribution of, Common Stock, then (i)
          the
          Warrant Price shall be proportionately adjusted and (ii) the number of
          shares of
          Warrant Stock purchasable upon exercise of this Warrant shall be adjusted
          to the
          number of shares of Common Stock that the Holder would have
          owned immediately following such action had this Warrant been exercised
          immediately prior thereto.

        


        g.  Stock
          and Rights Offering to Shareholders.
          If the
Company
          shall at any time after the date of issuance of this Warrant distribute
          to all
          holders of its Common Stock
          any
          shares of capital stock of the Company (other than Common Stock) or evidences
          of
          its indebtedness
          or assets (excluding cash dividends or distributions paid from retained
          earnings
          or current year’s
          or
          prior year’s earnings of the Company) or rights or warrants to subscribe for or
          purchase any of its securities
          (excluding those referred to in the immediately preceding paragraph) (any
          of the
          foregoing being hereinafter
          in this paragraph called the “Securities”), then in each such case, the Company
          shall reserve shares or other units of such Securities for distribution
          to the
          Holder upon exercise of this Warrant so that, in addition to the shares
          of
          Warrant Stock to which such Holder is entitled, such Holder will receive
          upon
          such
          exercise the amount and kind of such Securities which such Holder would
          have
          received if the Holder
          had, immediately prior to the record date for the distribution of the
          Securities, exercised this Warrant.

        


        h.  Warrant
          Price Adjustment.
          Except
          as otherwise
          provided herein, whenever the number of shares of Warrant Stock purchasable
          upon
          exercise of this
          Warrant is adjusted, as herein provided, the Warrant Price payable upon
          the
          exercise of this Warrant shall
          be
          adjusted to that price determined by multiplying the Warrant Price immediately
          prior to such adjustment
          by a fraction (i) the numerator of which shall be the number of shares
          of
          Warrant Stock purchasable
          upon exercise of this Warrant immediately prior to such adjustment, and
          (ii) the
          denominator of
          which
          shall be the number of shares of Warrant Stock purchasable upon exercise
          of this
          Warrant immediately
          thereafter.

        


        i.  Certain
          Shares Excluded.
          The
          number of shares of Common Stock outstanding at any given time for purposes
          of
          the adjustments set forth in this Section 5 shall exclude any shares then
          directly or indirectly held in the treasury of the Company.

        


        j.  Deferral
          and Cumulation of De Minimis Adjustments.
          The
          Company shall not be required to make any adjustment pursuant to this Section
          5
          if the amount of such adjustment would be less than one percent (1%) of
          the
          Warrant Price in effect immediately before
          the event that would otherwise have given rise to such adjustment. In such
          case,
          however, any adjustment
          that would otherwise have been required to be made shall be made at the
          time of
          and together with
          the
          next subsequent adjustment which, together with any adjustment or adjustments
          so
          carried forward,
          shall amount to not less than one percent (1%) of the Warrant Price in
          effect
          immediately before the
          event
          giving rise to such next subsequent adjustment.

        


        k.  Duration
          of Adjustment.
          Following each computation or readjustment
          as provided in this Section 5, the new adjusted Warrant Price and number
          of
          shares of Warrant
          Stock purchasable upon exercise of this Warrant shall remain in effect
          until a
          further computation or readjustment thereof is required.

        


        l.  Voluntary
          Adjustment By Company.
          The
Company
          may at any time during the term of this Warrant reduce the then current
          Warrant
          Price to any amount
          and for any period of time deemed appropriate by the Board of Directors
          of the
          Company.

        


        6.  Notice
          to Holders.

         

        	a.  	
                N,otice
                  of Record Date.
                  In case:

              


         

        (i)  the
          Company shall take a record of the holders of its Common Stock
          (or
          other stock or securities at the time receivable upon the exercise of this
          Warrant) for the purpose of
          entitling them to receive any dividend (other than a cash dividend payable
          out
          of earned surplus of the Company) or other distribution, or any right to
          subscribe for or purchase any shares of stock of any class or any
          other
          securities, or to receive any other right;

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        (ii)  of
          any
          capital reorganization of the Company, any reclassification of the capital
          stock of the Company, any consolidation with or merger of the Company into
          another corporation, or
          any
          conveyance of all or substantially all of the assets of the Company to
          another
          corporation; or

         

        (iii)  of
          any
          voluntary dissolution, liquidation or winding-up of the Company; then,
          and
          in each such case, the Company will mail or cause to be mailed to the Holder
          hereof at the time outstanding
          a notice specifying, as the case may be, (i) the date on which a record
          is to be
          taken for the purpose of such dividend, distribution or right, and stating
          the
          amount and character of such dividend, distribution
          or right, or (ii) the date on which such reorganization, reclassification,
          consolidation, merger, conveyance, 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 stock or securities at the time
          receivable 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, conveyance, dissolution or winding-up. Such notice shall be mailed
          at
          least fifteen (15) days
          prior
          to the record date therein specified, or if no record date shall have been
          specified therein, at least
          fifteen (15) days prior to such specified date, provided, however, failure
          to provide any such notice shall
          not
          affect the validity of such transaction.

        


        b. Certificate
          of Adjustment.
          Whenever any adjustment shall be made pursuant to Section 5 hereof, the
          Company
          shall promptly make a certificate signed
          by
          its Chairman, Chief Executive Officer, President, Vice President, Chief
          Financial Officer or Treasurer,
          setting forth in reasonable detail the event requiring the adjustment,
          the
          amount of the adjustment,
          the method by which such adjustment was calculated and the Warrant Price
          and
          number of shares
          of
          Warrant Stock purchasable upon exercise of this Warrant after giving effect
          to
          such adjustment, and
          shall
          promptly cause copies of such certificates to be mailed (by first class
          mail,
          postage prepaid) to the Holder
          of
          this Warrant.

        


        7.  Loss,
          Theft, Destruction or Mutilation.
          Upon
          receipt by the Company
          of evidence satisfactory to it, in the exercise of its reasonable discretion,
          of
          the ownership and the loss,
          theft, destruction or mutilation of this Warrant and, in the case of loss,
          theft
          or destruction, of indemnity
          reasonably satisfactory to the Company and, in the case of mutilation,
          upon
          surrender and cancellation
          thereof, the Company will execute and deliver in lieu thereof, without
          expense
          to the Holder, a new
          Warrant of like tenor dated the date hereof.

        


        8.  Warrant
          Holder Not a Shareholder.
          The
          holder of this Warrant, as such,
          shall not be entitled by reason of this Warrant to any rights whatsoever
          as a
          shareholder of the Company.

        


        9.  Covenants
          of the Company.
          The
          Company covenants and agrees that all Common Stock that may be issued upon
          the
          exercise of the rights represented by this Warrant will, upon issuance,
          be
          validly issued and outstanding, fully paid and nonassessable, and free
          from all
          taxes, liens and charges with respect to the issuance thereof. The Company
          further covenants and agrees that the Company will at all times from the
          date
          hereof through the Expiration Time (the “Exercise
          Period”),
          have
          authorized and reserved, free from preemptive rights, a sufficient number
          of
          shares of Common Stock to provide for the exercise of the rights represented
          by
          this Warrant. If at any time during the Exercise Period the number of authorized
          but unissued shares of Common Stock shall not be sufficient to permit exercise
          of this Warrant, the Company will take such corporate action as may, in
          the
          opinion of its counsel, be necessary to increase its authorized but unissued
          shares of Common Stock to such number of shares as shall be sufficient
          for such
          purposes.

        


        10.  Notices.
          Any
          notice required or contemplated by this Warrant
          shall be deemed to have been duly given if transmitted by first class mail,
          by
          registered or certified mail,
          return receipt requested, or nationally recognized overnight delivery service,
          to the Company at its principal executive offices located at 814 Kempsville
          Road, Suite 106, Norfolk, Virginia 23502 Attention: Richard T. Cole, Chief
          Executive Officer, or to the Holder at the name and address set forth in
          the
          Warrant Register maintained by the Company.

        


        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        11.  Choice
          of Law.
          THIS
          WARRANT IS ISSUED UNDER AND SHALL
          FOR
          ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
          INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES
          OF
          CONFLICTS OF LAW.

        


        12.  Jurisdiction
          and Venue.
          The
          Company and Holder hereby agree that
          any
          dispute which may arise between them arising out of or in connection with
          this
          Warrant shall be adjudicated
          before a court located in Norfolk, Virginia and they hereby submit to the
          exclusive jurisdiction
          of the federal and state courts of the Commonwealth of Virginia located
          in
          Norfolk, Virginia with respect to any action or legal proceeding commenced
          by
          any party, and irrevocably waive any objection they now or hereafter
          may have respecting the venue of any such action or proceeding brought
          in such a
          court or respecting
          the fact that such court is an inconvenient forum, relating, to or arising
          out
          of this Warrant or any acts
          or
          omissions relating to the sale of Warrant Stock hereunder, and consent
          to the
          service of process in any
          such
          action or legal proceeding by means of registered or certified mail, return
          receipt requested, in care
          of
          the address set forth in Section 9 herein or such other address as either
          party
          shall furnish in writing to the other.

        


        13.  Saturdays,
          Sundays, Holidays, etc.
          If the
          last or appointed day for the taking of any
          action or the expiration of any right required or granted herein shall
          be a
          Saturday, Sunday or a legal holiday,
          then such action may be taken or such right may be exercised on the next
          succeeding day not a Saturday,
          Sunday or legal holiday.

        


        14.  Limitation
          of Liability.
          No
          provision hereof, in the absence of any affirmative action
          by
          Holder to exercise this Warrant or purchase Warrant Stock, and no enumeration
          herein of the rights
          or
          privileges of Holder, shall give rise to any liability of Holder for the
          purchase price of any Common
          Stock or as a shareholder of the Company, whether such liability is asserted
          by
          the Company or by creditors of the Company.

        


        15.  Remedies.
          Holder,
          in addition to being entitled to exercise all rights granted by law,
          including recovery of damages, will be entitled to specific performance
          of its
          rights under this Warrant.
          The Company agrees that monetary damages would not be adequate compensation
          for
          any loss incurred
          by reason of a breach by it of the provisions of this Warrant and hereby
          agrees
          to waive the defense
          in any action for specific performance that a remedy at law would be
          adequate.

        


        [REMAINDER
          OF PAGE INTENTIONALLY LEFT BLANK]


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        


        IN
          WITNESS WHEREOF, the Company has duly caused this Warrant to be signed
          on its
behalf,
          in its corporate name and by its duly authorized officers, as of this
     
          day
          of
                            ,
          20  .

         

        
          	 	 	 
	 	GEEKS
                  ON CALL HOLDINGS, INC.
	 
 	 
 	 
 
	
                	By:  	 
	 	
                  
                    

                  

                  Name:
                    Richard T. Cole

                  Title:
                    Chief Executive Officer

                
	 	 




         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        FORM
          OF
          EXERCISE

         

        (to
          be
          executed by the registered Holder hereof)

         

        The
          undersigned hereby exercises the right to purchase            shares
          of
          common stock, par value $0.001 per share (“Common Stock”), of Geeks on Call
          Holdings, Inc. evidenced by the attached Warrant
          for a
          Warrant Price of $_____ per share (subject to adjustment in accordance
          with the
          Warrant) and
          herewith makes payment of the aggregate Warrant Price in full of (i)
          $               
          in cash
          or (ii) solely in the event
          that the Company fails to be an issuer about which there is adequate current
          public information available, as defined by Rule 144(c) promulgated under
          the
          Act,
          shares
          of Common Stock (pursuant to a Cashless Exercise in accordance with Section
          lb.). Kindly issue certificates for shares of Common Stock (and for the
          unexercised balance of the Warrants
          evidenced by the attached Warrant, if any) in accordance with the instructions
          given below.

        


        Dated:                         ,
          20  .

        


        
          
            	q	
                    By
                      checking this box, I confirm that Anderson
                      & Strudwick, Inc. is
                      entitled to a fee in connection with the exercise
                      of this Warrant and that the undersigned exercised this Warrant
                      as a
                      result of the efforts of Anderson & Strudwick,
                      Inc.

                  


          

        

        


         

        
          	 	 	 
	 	
                  Instructions
                    for registration of stock

                	 
	 	 	 	 
	 	 	 
	 	
                  Name
                    (please print)

                	 
	 	 	 	 
	 	Social
                  Security or other identifying number:	 
	 	 	 	 
	 	Address:	 	 
	 	
                	
                  City/State
                    and Zip Code

                	 
	 	 	 	 
	 	
                  Instructions
                    for registration of certificate representing

                  the
                    unexercised balance of Warrants (if any)

                	 
	 	 	 	 
	 	 	 
	 	
                  Name
                    (Please Print)

                


        

         

        
          	 	Social
                  Security or other identifying number:	 	 


        

         

        
          	 	Address:	 	 
	 	 	
                  City,
                    State and Zip Code

                	 


        


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        FORM
          OF
          ASSIGNMENT


         

        (To
          be
          executed by the registered holder if such holder 

        desires
          to transfer the Warrant Certificate.)

        


        


        FOR
          VALUE
          RECEIVED _____________________________________________________

        (Please
          print name and address of transferee)

        hereby
          sells, assigns and transfers unto                                            
          this
          Warrant, together with all right, title and interest therein, and does
          hereby
          irrevocably constitute and appoint,                                            
          Attorney, to transfer the attached Warrant on the books
          of
          the Company,
          with
          full power of substitution.

        


        The
          undersigned represents and warrants that the transfer of the attached Warrant
          is
          permitted by the terms of the Warrant and the transferee hereof, by acceptance
          of this Assignment, agrees to be bound by the terms of the Warrant and
          the
          Shareholder Rights Agreement dated August ____, 2008, to which the Company
          is a
          party, with the same force and effect as if a signatory thereto.

        


        
          
            	 	 	 	 	 
	Dated:	
                  	 	Signature:
                    	
                  
	 	
                    

                  	 	 	
                    

                    (Signature
                      must conform in all respects to 

                    name
                      of holder as specified on the face of 

                    the
                      Warrant Certificate)