EXHIBIT 4.2
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NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                                CDKNET.COM, INC.

     THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for
value received, _____________ (the "Holder"), is entitled, upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after the date hereof (the "Initial Exercise Date") and on or
prior to the close of business on the [_____(1) (the "Termination Date") but not
thereafter, to subscribe for and purchase from CDKNet.com, Inc., a Delaware
corporation (the "Company"), up to ______ shares (the "Warrant Shares") of
Common Stock, par value $.0001 per share, of the Company (the "Common Stock").
The purchase price of one share of Common Stock under this Warrant shall be
equal to the Exercise Price, as defined in Section 2(b).

     Section 1. Definitions. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Securities Purchase
Agreement (the "Purchase Agreement"), dated December ____, 2005, among the
Company and the purchasers signatory thereto.

     Section 2. Exercise.

          a) Exercise of Warrant. Exercise of the purchase rights represented by
     this Warrant may be made, in whole or in part, at any time or times on or
     after the Initial Exercise Date and on or before the Termination Date by
     delivery to the Company of a

____________________
(1) Five year anniversary of the Initial Exercise Date as to Long Term Warrants
and the earlier of the 24 month anniversary of the Initial Exercise Date or the
12 month anniversary of the Effective Date as to Short Term Warrants.

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     duly executed facsimile copy of the Notice of Exercise Form annexed hereto
     (or such other office or agency of the Company as it may designate by
     notice in writing to the registered Holder at the address of such Holder
     appearing on the books of the Company); provided, however, within 5 Trading
     Days of the date said Notice of Exercise is delivered to the Company, if
     this Warrant is exercised in full, the Holder shall have surrendered this
     Warrant to the Company and the Company shall have received payment of the
     aggregate Exercise Price of the shares thereby purchased by wire transfer
     or cashier's check drawn on a United States bank. Notwithstanding anything
     herein to the contrary, the Holder shall not be required to physically
     surrender this Warrant to the Company until the Holder has purchased all of
     the Warrant Shares available hereunder and the Warrant has been exercised
     in full. Partial exercises of this Warrant resulting in purchases of a
     portion of the total number of Warrant Shares available hereunder shall
     have the effect of lowering the outstanding number of Warrant Shares
     purchasable hereunder in an amount equal to the applicable number of
     Warrant Shares purchased. The Holder and the Company shall maintain records
     showing the number of Warrant Shares purchased and the date of such
     purchases. The Company shall deliver any objection to any Notice of
     Exercise Form within 1 Business Day of receipt of such notice. In the event
     of any dispute or discrepancy, the records of the Holder shall be
     controlling and determinative in the absence of manifest error. The Holder
     and any assignee, by acceptance of this Warrant, acknowledge and agree
     that, by reason of the provisions of this paragraph, following the purchase
     of a portion of the Warrant Shares hereunder, the number of Warrant Shares
     available for purchase hereunder at any given time may be less than the
     amount stated on the face hereof.

          b) Exercise Price. The exercise price of the Common Stock under this
     Warrant shall be $_____(2), subject to adjustment hereunder (the "Exercise
     Price").

          c) Cashless Exercise. If at any time after one year from the date of
     issuance of this Warrant there is no effective Registration Statement
     registering, or no current prospectus available for, the resale of the
     Warrant Shares by the Holder, then this Warrant may also be exercised at
     such time by means of a "cashless exercise" in which the Holder shall be
     entitled to receive a certificate for the number of Warrant Shares equal to
     the quotient obtained by dividing [(A-B) (X)] by (A), where:

     (A)  = the VWAP on the Trading Day immediately preceding the date of such
          election;

     (B)  = the Exercise Price of this Warrant, as adjusted; and

     (X)  = the number of Warrant Shares issuable upon exercise of this Warrant
          in accordance with the terms of this Warrant by means of a cash
          exercise rather than a cashless exercise.

______________________
(2) $0.85 as to Short Term Warrants and $1.00 as to Long Term Warrants.

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          Notwithstanding anything herein to the contrary, on the Termination
     Date, this Warrant shall be automatically exercised via cashless exercise
     pursuant to this Section 2(c).

          d) Exercise Limitations. The Company shall not effect any exercise of
     this Warrant, and a Holder shall not have the right to exercise any portion
     of this Warrant, pursuant to Section 2(c) or otherwise, to the extent that
     after giving effect to such issuance after exercise, such Holder (together
     with such Holder's affiliates, and any other person or entity acting as a
     group together with such Holder or any of such Holder's affiliates), as set
     forth on the applicable Notice of Exercise, would beneficially own in
     excess of the Beneficial Ownership Limitation (as defined below). For
     purposes of the foregoing sentence, the number of shares of Common Stock
     beneficially owned by such Holder and its affiliates shall include the
     number of shares of Common Stock issuable upon exercise of this Warrant
     with respect to which the determination of such sentence is being made, but
     shall exclude the number of shares of Common Stock which would be issuable
     upon (A) exercise of the remaining, nonexercised portion of this Warrant
     beneficially owned by such Holder or any of its affiliates and (B) exercise
     or conversion of the unexercised or nonconverted portion of any other
     securities of the Company (including, without limitation, any other
     Debentures or Warrants) subject to a limitation on conversion or exercise
     analogous to the limitation contained herein beneficially owned by such
     Holder or any of its affiliates. Except as set forth in the preceding
     sentence, for purposes of this Section 2(d), beneficial ownership shall be
     calculated in accordance with Section 13(d) of the Exchange Act and the
     rules and regulations promulgated thereunder, it being acknowledged by a
     Holder that the Company is not representing to such Holder that such
     calculation is in compliance with Section 13(d) of the Exchange Act and
     such Holder is solely responsible for any schedules required to be filed in
     accordance therewith. To the extent that the limitation contained in this
     Section 2(d) applies, the determination of whether this Warrant is
     exercisable (in relation to other securities owned by such Holder) and of
     which a portion of this Warrant is exercisable shall be in the sole
     discretion of a Holder, and the submission of a Notice of Exercise shall be
     deemed to be each Holder's determination of whether this Warrant is
     exercisable (in relation to other securities owned by such Holder) and of
     which portion of this Warrant is exercisable, in each case subject to such
     aggregate percentage limitation, and the Company shall have no obligation
     to verify or confirm the accuracy of such determination. In addition, a
     determination as to any group status as contemplated above shall be
     determined in accordance with Section 13(d) of the Exchange Act and the
     rules and regulations promulgated thereunder. For purposes of this Section
     2(d), in determining the number of outstanding shares of Common Stock, a
     Holder may rely on the number of outstanding shares of Common Stock as
     reflected in (x) the Company's most recent Form 10-QSB or Form 10-KSB, as
     the case may be, (y) a more recent public announcement by the Company or
     (z) any other notice by the Company or the Company's Transfer Agent setting
     forth the number of shares of Common Stock outstanding. Upon the written or
     oral request of a Holder, the Company shall within two Trading Days confirm
     orally and in writing to such Holder the number of shares of Common Stock
     then outstanding. In any case, the number of outstanding shares of Common
     Stock shall be determined after giving effect to the conversion or exercise
     of securities of the Company, including this

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     Warrant, by such Holder or its affiliates since the date as of which such
     number of outstanding shares of Common Stock was reported. The "Beneficial
     Ownership Limitation" shall be 4.99% of the number of shares of the Common
     Stock outstanding immediately after giving effect to the issuance of shares
     of Common Stock issuable upon exercise of this Warrant. The Beneficial
     Ownership Limitation provisions of this Section 2(d) may be waived by such
     Holder, at the election of such Holder, upon not less than 61 days' prior
     notice to the Company to change the Beneficial Ownership Limitation to
     9.99% of the number of shares of the Common Stock outstanding immediately
     after giving effect to the issuance of shares of Common Stock upon exercise
     of this Warrant, and the provisions of this Section 2(d) shall continue to
     apply. Upon such a change by a Holder of the Beneficial Ownership
     Limitation from such 4.99% limitation to such 9.99% limitation, the
     Beneficial Ownership Limitation may not be waived by such Holder. The
     provisions of this paragraph shall be implemented in a manner otherwise
     than in strict conformity with the terms of this Section 2(d) to correct
     this paragraph (or any portion hereof) which may be defective or
     inconsistent with the intended Beneficial Ownership Limitation herein
     contained or to make changes or supplements necessary or desirable to
     properly give effect to such limitation. The limitations contained in this
     paragraph shall apply to a successor holder of this Warrant.

     e) Mechanics of Exercise.

               i. Authorization of Warrant Shares. The Company covenants that
          all Warrant Shares which may be issued upon the exercise of the
          purchase rights represented by this Warrant will, upon exercise of the
          purchase rights represented by this Warrant, be duly authorized,
          validly issued, fully paid and nonassessable and free from all taxes,
          liens and charges in respect of the issue thereof (other than taxes in
          respect of any transfer occurring contemporaneously with such issue).

               ii. Delivery of Certificates Upon Exercise. Certificates for
          shares purchased hereunder shall be transmitted by the transfer agent
          of the Company to the Holder by crediting the account of the Holder's
          prime broker with the Depository Trust Company through its Deposit
          Withdrawal Agent Commission ("DWAC") system if the Company is a
          participant in such system, and otherwise by physical delivery to the
          address specified by the Holder in the Notice of Exercise within 3
          Trading Days from the delivery to the Company of the Notice of
          Exercise Form, surrender of this Warrant (if required) and payment of
          the aggregate Exercise Price as set forth above ("Warrant Share
          Delivery Date"). This Warrant shall be deemed to have been exercised
          on the date the Exercise Price is received by the Company. The Warrant
          Shares shall be deemed to have been issued, and Holder or any other
          person so designated to be named therein shall be deemed to have
          become a holder of record of such shares for all purposes, as of the
          date the Warrant has been exercised by payment to the Company of the
          Exercise Price and all taxes required to be paid by the Holder, if
          any, pursuant to Section 2(e)(vii) prior to the issuance of such
          shares, have been paid.

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               iii. Delivery of New Warrants Upon Exercise. If this Warrant
          shall have been exercised in part, the Company shall, at the request
          of a Holder and upon surrender of this Warrant certificate, at the
          time of delivery of the certificate or certificates representing
          Warrant Shares, deliver to Holder a new Warrant evidencing the rights
          of Holder to purchase the unpurchased Warrant Shares called for by
          this Warrant, which new Warrant shall in all other respects be
          identical with this Warrant.

               iv. Rescission Rights. If the Company fails to cause its transfer
          agent to transmit to the Holder a certificate or certificates
          representing the Warrant Shares pursuant to this Section 2(e)(iv) by
          the Warrant Share Delivery Date, then the Holder will have the right
          to rescind such exercise.

               v. Compensation for Buy-In on Failure to Timely Deliver
          Certificates Upon Exercise. In addition to any other rights available
          to the Holder, if the Company fails to cause its transfer agent to
          transmit to the Holder a certificate or certificates representing the
          Warrant Shares pursuant to an exercise on or before the Warrant Share
          Delivery Date, and if after such date the Holder is required by its
          broker to purchase (in an open market transaction or otherwise) shares
          of Common Stock to deliver in satisfaction of a sale by the Holder of
          the Warrant Shares which the Holder anticipated receiving upon such
          exercise (a "Buy-In"), then the Company shall (1) pay in cash to the
          Holder the amount by which (x) the Holder's total purchase price
          (including brokerage commissions, if any) for the shares of Common
          Stock so purchased exceeds (y) the amount obtained by multiplying (A)
          the number of Warrant Shares that the Company was required to deliver
          to the Holder in connection with the exercise at issue times (B) the
          price at which the sell order giving rise to such purchase obligation
          was executed, and (2) at the option of the Holder, either reinstate
          the portion of the Warrant and equivalent number of Warrant Shares for
          which such exercise was not honored or deliver to the Holder the
          number of shares of Common Stock that would have been issued had the
          Company timely complied with its exercise and delivery obligations
          hereunder. For example, if the Holder purchases Common Stock having a
          total purchase price of $11,000 to cover a Buy-In with respect to an
          attempted exercise of shares of Common Stock with an aggregate sale
          price giving rise to such purchase obligation of $10,000, under clause
          (1) of the immediately preceding sentence the Company shall be
          required to pay the Holder $1,000. The Holder shall provide the
          Company written notice indicating the amounts payable to the Holder in
          respect of the Buy-In, together with applicable confirmations and
          other evidence reasonably requested by the Company. Nothing herein
          shall limit a Holder's right to pursue any other remedies available to
          it hereunder, at law or in equity including, without limitation, a
          decree of specific performance and/or injunctive relief with respect
          to the Company's failure to timely deliver certificates representing
          shares of

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          Common Stock upon exercise of the Warrant as required pursuant to the
          terms hereof.

               vi. No Fractional Shares or Scrip. No fractional shares or scrip
          representing fractional shares shall be issued upon the exercise of
          this Warrant. As to any fraction of a share which Holder would
          otherwise be entitled to purchase upon such exercise, the Company
          shall pay a cash adjustment in respect of such final fraction in an
          amount equal to such fraction multiplied by the Exercise Price.

               vii. Charges, Taxes and Expenses. Issuance of certificates for
          Warrant Shares shall be made without charge to the Holder for any
          issue or transfer tax or other incidental expense in respect of the
          issuance of such certificate, all of which taxes and expenses shall be
          paid by the Company, and such certificates shall be issued in the name
          of the Holder or in such name or names as may be directed by the
          Holder; provided, however, that in the event certificates for Warrant
          Shares are to be issued in a name other than the name of the Holder,
          this Warrant when surrendered for exercise shall be accompanied by the
          Assignment Form attached hereto duly executed by the Holder; and the
          Company may require, as a condition thereto, the payment of a sum
          sufficient to reimburse it for any transfer tax incidental thereto.

               viii. Closing of Books. The Company will not close its
          stockholder books or records in any manner which prevents the timely
          exercise of this Warrant, pursuant to the terms hereof.

          f) Call Provision. Subject to the provisions of Section 2(d) and this
     Section 2(f), if, after the Effective Date (i) the VWAP for each of 30
     consecutive Trading Days (the "Measurement Period", which 30 Trading Day
     period shall not have commenced until after the Effective Date) exceeds
     300% of the then Exercise Price (subject to adjustment for forward and
     reverse stock splits, recapitalizations, stock dividends and the like after
     the Initial Exercise Date) (the "Threshold Price") and (ii) the average
     daily volume for any Threshold Period, which Threshold Period shall have
     commenced only after the Effective Date, exceeds 100,000 shares of Common
     Stock per Trading Day (subject to adjustment for forward and reverse stock
     splits, recapitalizations, stock dividends and the like after the Initial
     Exercise Date), then the Company may, within one Trading Day of the end of
     such period, call for cancellation of all or any portion of this Warrant
     for which a Notice of Exercise has not yet been delivered (such right, a
     "Call"). To exercise this right, the Company must deliver to the Holder an
     irrevocable written notice (a "Call Notice"), indicating therein the
     portion of unexercised portion of this Warrant to which such notice
     applies. If the conditions set forth below for such Call are satisfied from
     the period from the date of the Call Notice through and including the Call
     Date (as defined below), then any portion of this Warrant subject to such
     Call Notice for which a Notice of Exercise shall not have been received by
     the Call Date will be cancelled at 6:30 p.m. (New York City time) on the
     tenth Trading Day after the date the Call Notice is received by the Holder
     (such date, the "Call Date"). Any unexercised

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     portion of this Warrant to which the Call Notice does not pertain will be
     unaffected by such Call Notice. In furtherance thereof, the Company
     covenants and agrees that it will honor all Notices of Exercise with
     respect to Warrant Shares subject to a Call Notice that are tendered
     through 6:30 p.m. (New York City time) on the Call Date. The parties agree
     that any Notice of Exercise delivered following a Call Notice shall first
     reduce to zero the number of Warrant Shares subject to such Call Notice
     prior to reducing the remaining Warrant Shares available for purchase under
     this Warrant. For example, if (x) this Warrant then permits the Holder to
     acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant
     Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date
     the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares,
     then (1) on the Call Date the right under this Warrant to acquire 25
     Warrant Shares will be automatically cancelled, (2) the Company, in the
     time and manner required under this Warrant, will have issued and delivered
     to the Holder 50 Warrant Shares in respect of the exercises following
     receipt of the Call Notice, and (3) the Holder may, until the Termination
     Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as
     herein provided and subject to subsequent Call Notices). Subject again to
     the provisions of this Section 2(f), the Company may deliver subsequent
     Call Notices for any portion of this Warrant for which the Holder shall not
     have delivered a Notice of Exercise. Notwithstanding anything to the
     contrary set forth in this Warrant, the Company may not deliver a Call
     Notice or require the cancellation of this Warrant (and any Call Notice
     will be void), unless, from the beginning of the 20th consecutive Trading
     Days used to determine whether the Common Stock has achieved the Threshold
     Price through the Call Date, (i) the Company shall have honored in
     accordance with the terms of this Warrant all Notices of Exercise delivered
     by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration
     Statement shall be effective as to all Warrant Shares and the prospectus
     thereunder available for use by the Holder for the resale of all such
     Warrant Shares and (iii) the Common Stock shall be listed or quoted for
     trading on the Trading Market, and (iv) there is a sufficient number of
     authorized shares of Common Stock for issuance of all Securities under the
     Transaction Documents, and (v) the issuance of the shares shall be in
     accordance with Section 2(d) herein. The Company's right to Call the
     Warrant shall be exercised ratably among the Holders based on each Holder's
     initial purchase of Common Stock.

     Section 3. Certain Adjustments.

          a) Stock Dividends and Splits. If the Company, at any time while this
     Warrant is outstanding: (A) pays a stock dividend or otherwise make a
     distribution or distributions on shares of its Common Stock or any other
     equity or equity equivalent securities payable in shares of Common Stock
     (which, for avoidance of doubt, shall not include any shares of Common
     Stock issued by the Company pursuant to this Warrant), (B) subdivides
     outstanding shares of Common Stock into a larger number of shares, (C)
     combines (including by way of reverse stock split) outstanding shares of
     Common Stock into a smaller number of shares, or (D) issues by
     reclassification of shares of the Common Stock any shares of capital stock
     of the Company, then in each case the Exercise Price shall be multiplied by
     a fraction of which the numerator shall be the number of shares of Common
     Stock (excluding treasury shares, if any) outstanding immediately before
     such event and of which the denominator shall be the number of

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     shares of Common Stock outstanding immediately after such event and the
     number of shares issuable upon exercise of this Warrant shall be
     proportionately adjusted. Any adjustment made pursuant to this Section 3(a)
     shall become effective immediately after the record date for the
     determination of stockholders entitled to receive such dividend or
     distribution and shall become effective immediately after the effective
     date in the case of a subdivision, combination or re-classification.

          b) Subsequent Equity Sales.

               i. If the Company or any Subsidiary thereof, as applicable, at
          any time while this Warrant is outstanding, shall offer, sell, grant
          any option to purchase or offer, sell or grant any right to reprice
          its securities, or otherwise dispose of or issue (or announce any
          offer, sale, grant or any option to purchase or other disposition) any
          Common Stock or Common Stock Equivalents entitling any Person to
          acquire shares of Common Stock, at an effective price per share less
          than the then Exercise Price (such lower price, the "Base Share Price"
          and such issuances collectively, a "Dilutive Issuance"), as adjusted
          hereunder (if the holder of the Common Stock or Common Stock
          Equivalents so issued shall at any time, whether by operation of
          purchase price adjustments, reset provisions, floating conversion,
          exercise or exchange prices or otherwise, or due to warrants, options
          or rights per share which is issued in connection with such issuance,
          be entitled to receive shares of Common Stock at an effective price
          per share which is less than the Exercise Price, such issuance shall
          be deemed to have occurred for less than the Exercise Price on such
          date of the Dilutive Issuance), then the Exercise Price shall be
          reduced and only reduced to equal the Base Share Price and the number
          of Warrant Shares issuable hereunder shall be increased such that the
          aggregate Exercise Price payable hereunder, after taking into account
          the decrease in the Exercise Price, shall be equal to the aggregate
          Exercise Price prior to such adjustment.

               ii. If the Company or any Subsidiary there, as applicable, at any
          time while this Warrant is outstanding, shall offer, sell, grant any
          option to purchase or offer, sell or grant any right to reprice its
          securities, or otherwise dispose of or issue (or announce any offer,
          sale, grant or any option to purchase or other disposition) any Common
          Stock or Common Stock Equivalents entitling any Person to acquire
          shares of Common Stock, at an effective price per share less than the
          VWAP on either the Trading Day immediately prior to the date
          agreements for such issuance are entered into or the date such
          issuance is consummated, whichever results in a higher VWAP, but more
          than the then effective Exercise Price (which is addressed in 3(b)(i)
          above) (such lower price, the "Market Base Price" and such issuances
          collectively, a "Market Dilutive Issuance"), as adjusted hereunder (if
          the holder of the Common Stock or Common Stock Equivalents so issued
          shall at any time, whether by operation of purchase price adjustments,
          reset provisions, floating conversion, exercise or exchange prices or
          otherwise, or due to warrants, options or rights per share which is
          issued in connection with such issuance, be entitled to receive shares
          of Common Stock at an effective price per share which is less than the
          Exercise Price, such issuance

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          shall be deemed to have occurred for less than the Exercise Price on
          such date of the Market Dilutive Issuance) then the Exercise Price
          shall be reduced to a price determined by multiplying the then
          effective Exercise Price by a fraction, the numerator of which is the
          number of shares of Common Stock issued and outstanding immediately
          prior to the Market Dilutive Issuance plus the number of shares of
          Common Stock which the aggregate offering price for such Market
          Dilutive Issuance would purchase at the then Market Base Price, and
          the denominator of which shall be the sum of the number of shares of
          Common Stock issued and outstanding immediately prior to the Market
          Dilutive Issuance plus the number of shares of Common Stock so issued
          or issuable in connection with the Market Dilutive Issuance and the
          number of Warrant Shares issuable hereunder shall be increased such
          that the aggregate Exercise Price payable hereunder, after taking into
          account the decrease in the Exercise Price, shall be equal to the
          aggregate Exercise Price prior to such adjustment..

               iii. Such adjustments shall be made whenever such Common Stock or
          Common Stock Equivalents are issued. Notwithstanding the foregoing, no
          adjustments shall be made, paid or issued under this Section 3(b) in
          respect of an Exempt Issuance. The Company shall notify the Holder in
          writing, no later than the Trading Day following the issuance of any
          Common Stock or Common Stock Equivalents subject to this section,
          indicating therein the applicable issuance price, or of applicable
          reset price, exchange price, conversion price and other pricing terms
          (such notice the "Dilutive Issuance Notice"). For purposes of
          clarification, whether or not the Company provides a Dilutive Issuance
          Notice pursuant to this Section 3(b), upon the occurrence of any
          Dilutive Issuance or Market Dilutive Issuance, as applicable, after
          the date of such Dilutive Issuance or Market Dilutive Issuance, as
          applicable, the Holder is entitled to receive a number of Warrant
          Shares based upon the Base Share Price or the price determined
          pursuant to 3(b)(ii), as applicable, regardless of whether the Holder
          accurately refers to the Base Share Price or such price determined
          pursuant to 3(b)(ii) in the Notice of Exercise.

          c) Pro Rata Distributions. If the Company, at any time prior to the
     Termination Date, shall distribute to all holders of Common Stock (and not
     to Holders of the Warrants) evidences of its indebtedness or assets
     (including cash and cash dividends) or rights or warrants to subscribe for
     or purchase any security other than the Common Stock (which shall be
     subject to Section 3(b)), then in each such case the Exercise Price shall
     be adjusted by multiplying the Exercise Price in effect immediately prior
     to the record date fixed for determination of stockholders entitled to
     receive such distribution by a fraction of which the denominator shall be
     the VWAP determined as of the record date mentioned above, and of which the
     numerator shall be such VWAP on such record date less the then per share
     fair market value at such record date of the portion of such assets or
     evidence of indebtedness so distributed applicable to one outstanding share
     of the Common Stock as determined by the Board of Directors in good faith.
     In either case the adjustments shall be described in a statement provided
     to the Holder of the portion of assets or evidences of indebtedness so
     distributed or such subscription rights applicable to one share of Common
     Stock. Such adjustment shall be made whenever any such

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     distribution is made and shall become effective immediately after the
     record date mentioned above.

          d) Fundamental Transaction. If, at any time while this Warrant is
     outstanding, (A) the Company effects any merger or consolidation of the
     Company with or into another Person, (B) the Company effects any sale of
     all or substantially all of its assets in one or a series of related
     transactions, (C) any tender offer or exchange offer (whether by the
     Company or another Person) is completed pursuant to which holders of Common
     Stock are permitted to tender or exchange their shares for other
     securities, cash or property, or (D) the Company effects any
     reclassification of the Common Stock or any compulsory share exchange
     pursuant to which the Common Stock is effectively converted into or
     exchanged for other securities, cash or property (in any such case, a
     "Fundamental Transaction"), then, upon any subsequent exercise of this
     Warrant, the Holder shall have the right to receive, for each Warrant Share
     that would have been issuable upon such exercise immediately prior to the
     occurrence of such Fundamental Transaction, at the option of the Holder,
     (a) upon exercise of this Warrant, the number of shares of Common Stock of
     the successor or acquiring corporation or of the Company, if it is the
     surviving corporation, and any additional consideration (the "Alternate
     Consideration") receivable upon or as a result of such reorganization,
     reclassification, merger, consolidation or disposition of assets by a
     Holder of the number of shares of Common Stock for which this Warrant is
     exercisable immediately prior to such event or (b) if the Company is
     acquired in an all cash transaction, cash equal to the value of this
     Warrant as determined in accordance with the Black-Scholes option pricing
     formula. For purposes of any such exercise, the determination of the
     Exercise Price shall be appropriately adjusted to apply to such Alternate
     Consideration based on the amount of Alternate Consideration issuable in
     respect of one share of Common Stock in such Fundamental Transaction, and
     the Company shall apportion the Exercise Price among the Alternate
     Consideration in a reasonable manner reflecting the relative value of any
     different components of the Alternate Consideration. If holders of Common
     Stock are given any choice as to the securities, cash or property to be
     received in a Fundamental Transaction, then the Holder shall be given the
     same choice as to the Alternate Consideration it receives upon any exercise
     of this Warrant following such Fundamental Transaction. To the extent
     necessary to effectuate the foregoing provisions, any successor to the
     Company or surviving entity in such Fundamental Transaction shall issue to
     the Holder a new warrant consistent with the foregoing provisions and
     evidencing the Holder's right to exercise such warrant into Alternate
     Consideration. The terms of any agreement pursuant to which a Fundamental
     Transaction is effected shall include terms requiring any such successor or
     surviving entity to comply with the provisions of this Section 3(d) and
     insuring that this Warrant (or any such replacement security) will be
     similarly adjusted upon any subsequent transaction analogous to a
     Fundamental Transaction.

          e) Calculations. All calculations under this Section 3 shall be made
     to the nearest cent or the nearest 1/100th of a share, as the case may be.
     For purposes of this Section 3, the number of shares of Common Stock deemed
     to be issued and outstanding as of a given date shall be the sum of the
     number of shares of Common Stock (excluding treasury shares, if any) issued
     and outstanding.

                                       10
<PAGE>

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

          g) Notice to Holders.

               i. Adjustment to Exercise Price. Whenever the Exercise Price is
          adjusted pursuant to this Section 3, the Company shall promptly mail
          to each Holder a notice setting forth the Exercise Price after such
          adjustment and setting forth a brief statement of the facts requiring
          such adjustment. If the Company issues a variable rate security,
          despite the prohibition thereon in the Purchase Agreement, the Company
          shall be deemed to have issued Common Stock or Common Stock
          Equivalents at the lowest possible conversion or exercise price at
          which such securities may be converted or exercised in the case of a
          Variable Rate Transaction (as defined in the Purchase Agreement).

               ii. Notice to Allow Exercise by Holder. If (A) the Company shall
          declare a dividend (or any other distribution) on the Common Stock;
          (B) the Company shall declare a special nonrecurring cash dividend on
          or a redemption of the Common Stock; (C) the Company shall authorize
          the granting to all holders of the Common Stock rights or warrants to
          subscribe for or purchase any shares of capital stock of any class or
          of any rights; (D) the approval of any stockholders of the Company
          shall be required in connection with any reclassification of the
          Common Stock, any consolidation or merger to which the Company is a
          party, any sale or transfer of all or substantially all of the assets
          of the Company, of any compulsory share exchange whereby the Common
          Stock is converted into other securities, cash or property; (E) the
          Company shall authorize the voluntary or involuntary dissolution,
          liquidation or winding up of the affairs of the Company; then, in each
          case, the Company shall cause to be mailed to the Holder at its last
          address as it shall appear upon the Warrant Register of the Company,
          at least 20 calendar days prior to the applicable record or effective
          date hereinafter specified, a notice stating (x) the date on which a
          record is to be taken for the purpose of such dividend, distribution,
          redemption, rights or warrants, or if a record is not to be taken, the
          date as of which the holders of the Common Stock of record to be
          entitled to such dividend, distributions, redemption, rights or
          warrants are to be determined or (y) the date on which such
          reclassification, consolidation, merger, sale, transfer or share
          exchange is expected to become effective or close, and the date as of
          which it is expected that holders of the Common Stock of record shall
          be entitled to exchange their shares of the Common Stock for
          securities, cash or other property deliverable upon such
          reclassification, consolidation, merger, sale, transfer or share
          exchange; provided that the failure to mail such notice or any defect
          therein or in the mailing thereof shall not affect the validity of the
          corporate action required to be specified in such notice. The Holder
          is

                                       11
<PAGE>

          entitled to exercise this Warrant during the 20-day period commencing
          on the date of such notice to the effective date of the event
          triggering such notice.

     Section 4. Transfer of Warrant.

          a) Transferability. Subject to compliance with any applicable
     securities laws and the conditions set forth in Sections 5(a) and 4(d)
     hereof and to the provisions of Section 4.1 of the Purchase Agreement, this
     Warrant and all rights hereunder are transferable, in whole or in part,
     upon surrender of this Warrant at the principal office of the Company,
     together with a written assignment of this Warrant substantially in the
     form attached hereto duly executed by the Holder or its agent or attorney
     and funds sufficient to pay any transfer taxes payable upon the making of
     such transfer. Upon such surrender and, if required, such payment, the
     Company shall execute and deliver a new Warrant or Warrants in the name of
     the assignee or assignees and in the denomination or denominations
     specified in such instrument of assignment, and shall issue to the assignor
     a new Warrant evidencing the portion of this Warrant not so assigned, and
     this Warrant shall promptly be cancelled. A Warrant, if properly assigned,
     may be exercised by a new holder for the purchase of Warrant Shares without
     having a new Warrant issued.

          b) New Warrants. This Warrant may be divided or combined with other
     Warrants upon presentation hereof at the aforesaid office of the Company,
     together with a written notice specifying the names and denominations in
     which new Warrants are to be issued, signed by the Holder or its agent or
     attorney. Subject to compliance with Section 4(a), as to any transfer which
     may be involved in such division or combination, the Company shall execute
     and deliver a new Warrant or Warrants in exchange for the Warrant or
     Warrants to be divided or combined in accordance with such notice.

          c) Warrant Register. The Company shall register this Warrant, upon
     records to be maintained by the Company for that purpose (the "Warrant
     Register"), in the name of the record Holder hereof from time to time. The
     Company may deem and treat the registered Holder of this Warrant as the
     absolute owner hereof for the purpose of any exercise hereof or any
     distribution to the Holder, and for all other purposes, absent actual
     notice to the contrary.

          d) Transfer Restrictions. 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 Securities Act and under applicable state securities or
     blue sky laws, the Company may require, as a condition of allowing such
     transfer (i) that 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 Securities Act and under applicable state
     securities or blue sky laws, (ii) that the holder or transferee execute and
     deliver to the Company an investment letter in form and substance
     acceptable to the Company and (iii) that the transferee be an "accredited
     investor" as

                                       12
<PAGE>

     defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated
     under the Securities Act or a qualified institutional buyer as defined in
     Rule 144A(a) under the Securities Act.

     Section 5. Miscellaneous.

          a) Title to Warrant. Prior to the Termination Date and subject to
     compliance with applicable laws and Section 4 of this Warrant, this Warrant
     and all rights hereunder are transferable, in whole or in part, at the
     office or agency of the Company by the Holder in person or by duly
     authorized attorney, upon surrender of this Warrant together with the
     Assignment Form annexed hereto properly endorsed. The transferee shall sign
     an investment letter in form and substance reasonably satisfactory to the
     Company.

          b) No Rights as Shareholder Until Exercise. This Warrant does not
     entitle the Holder to any voting rights or other rights as a shareholder of
     the Company prior to the exercise hereof. Upon the surrender of this
     Warrant and the payment of the aggregate Exercise Price (or by means of a
     cashless exercise), the Warrant Shares so purchased shall be and be deemed
     to be issued to such Holder as the record owner of such shares as of the
     close of business on the later of the date of such surrender or payment.

          c) Loss, Theft, Destruction or Mutilation of Warrant. The Company
     covenants that upon receipt by the Company of evidence reasonably
     satisfactory to it of the loss, theft, destruction or mutilation of this
     Warrant or any stock certificate relating to the Warrant Shares, and in
     case of loss, theft or destruction, of indemnity or security reasonably
     satisfactory to it (which, in the case of the Warrant, shall not include
     the posting of any bond), and upon surrender and cancellation of such
     Warrant or stock certificate, if mutilated, the Company will make and
     deliver a new Warrant or stock certificate of like tenor and dated as of
     such cancellation, in lieu of such Warrant or stock certificate.

          d) 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.

          e) Authorized Shares.

               The Company covenants that during the period the Warrant is
          outstanding, it will reserve from its authorized and unissued Common
          Stock a sufficient number of shares to provide for the issuance of the
          Warrant Shares upon the exercise of any purchase rights under this
          Warrant. The Company further covenants that its issuance of this
          Warrant shall constitute full authority to its officers who are
          charged with the duty of executing stock certificates to execute and
          issue the necessary certificates for the Warrant Shares upon the
          exercise of the purchase rights under this Warrant. The Company will
          take all such reasonable action as may be necessary to assure that
          such Warrant Shares may be issued as provided herein without violation
          of any applicable law or regulation, or

                                       13
<PAGE>

          of any requirements of the Trading Market upon which the Common Stock
          may be listed.

               Except and to the extent as waived or consented to by the Holder,
          the Company shall not by any action, including, without limitation,
          amending its certificate of incorporation or through any
          reorganization, transfer of assets, consolidation, merger,
          dissolution, issue or sale of securities or any other voluntary
          action, avoid or seek to avoid the observance or performance of any of
          the terms 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
          actions as may be necessary or appropriate to protect the rights of
          Holder as set forth in this Warrant against impairment. Without
          limiting the generality of the foregoing, the Company will (a) not
          increase the par value of any Warrant Shares above the amount payable
          therefor upon such exercise immediately prior to such increase in par
          value, (b) take all such action as may be necessary or appropriate in
          order that the Company may validly and legally issue fully paid and
          nonassessable Warrant Shares upon the exercise of this Warrant, and
          (c) use commercially reasonable efforts to obtain all such
          authorizations, exemptions or consents from any public regulatory body
          having jurisdiction thereof as may be necessary to enable the Company
          to perform its obligations under this Warrant.

               Before taking any action which would result in an adjustment in
          the number of Warrant Shares for which this Warrant is exercisable or
          in the Exercise Price, the Company shall obtain all such
          authorizations or exemptions thereof, or consents thereto, as may be
          necessary from any public regulatory body or bodies having
          jurisdiction thereof.

          f) Jurisdiction. All questions concerning the construction, validity,
     enforcement and interpretation of this Warrant shall be determined in
     accordance with the provisions of the Purchase Agreement.

          g) Restrictions. The Holder acknowledges that the Warrant Shares
     acquired upon the exercise of this Warrant, if not registered, will have
     restrictions upon resale imposed by state and federal securities laws.

          h) Nonwaiver and Expenses. No course of dealing or any delay or
     failure to exercise any right hereunder on the part of Holder shall operate
     as a waiver of such right or otherwise prejudice Holder's rights, powers or
     remedies, notwithstanding the fact that all rights hereunder terminate on
     the Termination Date. If the Company willfully and knowingly fails to
     comply with any provision of this Warrant, which results in any material
     damages to the Holder, the Company shall pay to Holder such amounts as
     shall be sufficient to cover any costs and expenses including, but not
     limited to, reasonable attorneys' fees, including those of appellate
     proceedings, incurred by Holder in collecting any amounts due pursuant
     hereto or in otherwise enforcing any of its rights, powers or remedies
     hereunder.

                                       14
<PAGE>

          i) Notices. Any notice, request or other document required or
     permitted to be given or delivered to the Holder by the Company shall be
     delivered in accordance with the notice provisions of the Purchase
     Agreement.

          j) Limitation of Liability. No provision hereof, in the absence of any
     affirmative action by Holder to exercise this Warrant or purchase Warrant
     Shares, 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 stockholder of the Company, whether such liability is
     asserted by the Company or by creditors of the Company.

          k) 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.

          l) Successors and Assigns. Subject to applicable securities laws, this
     Warrant and the rights and obligations evidenced hereby shall inure to the
     benefit of and be binding upon the successors of the Company and the
     successors and permitted assigns of Holder. The provisions of this Warrant
     are intended to be for the benefit of all Holders from time to time of this
     Warrant and shall be enforceable by any such Holder or holder of Warrant
     Shares.

          m) Amendment. This Warrant may be modified or amended or the
     provisions hereof waived with the written consent of the Company and the
     Holder.

          n) Severability. Wherever possible, each provision of this Warrant
     shall be interpreted in such manner as to be effective and valid under
     applicable law, but if any provision of this Warrant shall be prohibited by
     or invalid under applicable law, such provision shall be ineffective to the
     extent of such prohibition or invalidity, without invalidating the
     remainder of such provisions or the remaining provisions of this Warrant.

          o) Headings. The headings used in this Warrant are for the convenience
     of reference only and shall not, for any purpose, be deemed a part of this
     Warrant.

                              ********************


                                       15
<PAGE>

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


Dated:  December [____, 2005

                                                CDKNET.COM, INC.


                                                By:
                                                    ---------------------------
                                                    Name:
                                                    Title:




























                                       16
<PAGE>

                               NOTICE OF EXERCISE

TO: CDKNET.COM, INC.

     (1) The undersigned hereby elects to purchase ________ Warrant Shares of
the Company pursuant to the terms of the attached Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together with
all applicable transfer taxes, if any.

     (2) Payment shall take the form of (check applicable box):

          [ ] in lawful money of the United States; or

          [ ] the cancellation of such number of Warrant Shares as is necessary,
          in accordance with the formula set forth in subsection 2(c), to
          exercise this Warrant with respect to the maximum number of Warrant
          Shares purchasable pursuant to the cashless exercise procedure set
          forth in subsection 2(c).

     (3) Please issue a certificate or certificates representing said Warrant
Shares in the name of the undersigned or in such other name as is specified
below:

         ________________________________________


The Warrant Shares shall be delivered to the following:

         ________________________________________
         ________________________________________
         ________________________________________


     (4) Accredited Investor. The undersigned is an "accredited investor" as
defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ______________________________________________________
SIGNATURE OF AUTHORIZED SIGNATORY OF INVESTING ENTITY: _________________________
Name of Authorized Signatory: __________________________________________________
Title of Authorized Signatory: _________________________________________________
Date: __________________________________________________________________________


<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



     FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to


_______________________________________________ whose address is

_________________________________________________________________.



_________________________________________________________________

                                          Dated:  _________, ____


                  Holder's Signature: ___________________________

                  Holder's Address: _____________________________

                                    _____________________________



Signature Guaranteed:  __________________________________________


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