REGISTRATION RIGHTS AGREEMENT

            This  Registration  Rights Agreement (this  "Agreement") is made and
entered  into as of November 2, 2005,  by and among  InfoSearch  Media,  Inc., a
Delaware  corporation (the "Company"),  and the investors signatory hereto (each
an "Investor" and collectively, the "Investors").

            This  Agreement  is  made  pursuant  to  the   Securities   Purchase
Agreement,  dated as of the date hereof among the Company and the Investors (the
"Purchase Agreement").

            The Company and the Investors hereby agree as follows:

      1.  Definitions.  Capitalized  terms used and not otherwise defined herein
that are defined in the Purchase  Agreement  shall have the meanings  given such
terms in the Purchase Agreement. As used in this Agreement,  the following terms
shall have the respective meanings set forth in this Section 1:

            "Additional Registration Statement" shall have the meaning set forth
in Section 2(b).

            "Advice" shall have the meaning set forth in Section 7(d).

            "Commission" means the Securities and Exchange Commission.

            "Effective  Date"  means  the date that the  Registration  Statement
filed  pursuant  to  Section  2(a) or 2(b) is first  declared  effective  by the
Commission.

            "Effectiveness  Date" means:  (a) with  respect to the  Registration
Statement  required to be filed pursuant to Section 2(a), the earlier of: (a)(i)
the 90th day  following  the Closing  Date;  provided  that,  if the  Commission
reviews  and  has  written  comments  to the  Registration  Statement  filed  in
accordance  with Section 2(a) that would  require the filing of a  pre-effective
amendment thereto with the Commission,  then the  Effectiveness  Date under this
clause (a)(i) shall be the 120th day  following  the Closing Date,  and (ii) the
fifth  Trading  Day  following  the date on which the Company is notified by the
Commission that such Registration Statement will not be reviewed or is no longer
subject to further  review and comments,  and (b) with respect to any Additional
Registration  Statements  that may be  required  pursuant to Section  2(b),  the
earlier of:  (b)(i) the 90th day  following  the date on which the Company first
knows,  or  reasonably  should have  known,  that such  Additional  Registration
Statement  is required  under such  Section);  provided  that if the  Commission
reviews and has written comments to an Additional  Registration  Statement filed
in accordance with Section 2(b) that would require the filing of a pre-effective
amendment thereto with the Commission,  then the  Effectiveness  Date under this
clause  (b)(i) shall be the 120th day  following the date that the Company first
knows,  or  reasonably  should have  known,  that such  Additional  Registration
Statement is required under such Section);  and (ii) the fifth (5th) Trading Day
following the date on which the Company is notified by the Commission  that such
Additional  Registration  Statement will not be reviewed or is no longer subject
to further review and comments.

<PAGE>

            "Effectiveness Period" for a Registration Statement means the period
from the Effective Date of such  Registration  Statement through the earliest to
occur of (i) the later to occur of (A) two (2) years after the  Effective  Date;
and  (B)  such  time  as all of the  Registrable  Securities  included  in  such
Registration  Statement  may be sold  pursuant to Rule 144(k) as  determined  by
counsel to the Company  pursuant  to a written  opinion  letter to such  effect,
addressed  and  acceptable  to the  Company's  transfer  agent and the  affected
Holders,  and (ii) such time as all of the  Registrable  Securities  included in
such Registration Statement have been publicly sold by the Holders.

            "Filing Date" means (a) with respect to the  Registration  Statement
required  to be filed  pursuant  to Section  2(a),  the 30th day  following  the
Closing Date,  and (b) with respect to any  additional  Registration  Statements
that may be required  pursuant to Section 2(b),  the 30th day following the date
on which the Company  first knows,  or reasonably  should have known,  that such
additional  Registration Statement is required under such Section plus, for each
of clause (a) and (b), one (1) additional day after the second (2nd) Trading Day
after delivery of such Registration Statement to the Investor under Section 3(a)
hereof.

            "Holder" or "Holders"  means the holder or holders,  as the case may
be, from time to time of Registrable Securities.

            "Indemnified  Party"  shall  have the  meaning  set forth in Section
5(b).

            "Indemnifying  Party"  shall have the  meaning  set forth in Section
5(b).

            "Prospectus"  means  the  prospectus   included  in  a  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by such Registration Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

            "Registrable Securities" means the Shares and Warrant Shares.

            "Registration  Statement" means the registration  statement required
to be filed in  accordance  with  Section 2(a) and any  additional  registration
statement(s)  required to be filed under Section 2(b),  including (in each case)
the Prospectus,  amendments and supplements to such  registration  statements or
Prospectus,  including pre- and post-effective amendments, all exhibits thereto,
and all  material  incorporated  by reference  or deemed to be  incorporated  by
reference in such registration statements.

            "Rule 415" means Rule 415 promulgated by the Commission  pursuant to
the  Securities  Act,  as such rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such rule.


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<PAGE>

            "Rule 424" means Rule 424 promulgated by the Commission  pursuant to
the  Securities  Act,  as such rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such rule.

            "Selling Holder  Questionnaire"  shall have the meaning set forth in
Section 2(d).

            "VWAP" means the daily volume weighted average price (as reported by
Bloomberg  Financial  L.P. using the "VAP" function for the date in question (it
being  understood that the average of the VWAP's for a certain number of Trading
Days shall be obtained by using the "HP"  function))  of the Common Stock on the
date in  question,  or if there is no such  price on such  date,  then the daily
volume weighted average price on the date nearest preceding such date.

      2. Registration.

            (a) On or prior to the Filing Date,  the Company  shall  prepare and
file with the  Commission a  Registration  Statement  covering the resale of all
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule  415.  The  Registration  Statement  shall be on Form  SB-2 or any other
available form of registration  statement and shall contain (except if otherwise
required pursuant to written comments received from the Commission upon a review
of such  Registration  Statement) the "Plan of Distribution"  attached hereto as
Annex A. The  Company  shall  cause the  Registration  Statement  to be declared
effective  under the  Securities  Act as soon as possible but, in any event,  no
later than the  Effectiveness  Date, and shall use its  commercially  reasonably
efforts to keep the  Registration  Statement  continuously  effective  under the
Securities Act until the expiration of the Effectiveness Period. Thereafter, the
Company shall be entitled to withdraw the Registration Statement and the Holders
shall have no further right to offer or sell any of the  Registrable  Securities
pursuant to the Registration  Statement (or any prospectus relating thereto). At
the end of the  Effectiveness  Period the  Holders  shall  discontinue  sales of
shares pursuant to such  Registration  Statement upon receipt of notice from the
Company of its intention to remove from  registration the shares covered by such
Registration  Statement  which remain unsold,  and such Holders shall notify the
Company of the number of shares registered which remain unsold  immediately upon
receipt of such notice from the Company.

            (b) If for any  reason  the  Commission  does not  permit all of the
Registrable  Shares to be included in the Registration  Statement filed pursuant
to Section 2(a), or for any other reason,  any  Registrable  Securities  are not
then included in a Registration  Statement filed under this Agreement,  then the
Company shall  prepare and file as soon as possible  after the date on which the
Commission  shall  indicate as being the first date or time that such filing may
be made,  but in any event by the 30th day  following  such date,  an additional
Registration  Statement  covering the resale of all  Registrable  Securities not
already  covered by an existing  and  effective  Registration  Statement  for an
offering to be made on a continuous  basis  pursuant to Rule 415 on Form SB-2 or
any  other  available  form  of  registration  statement  (each  an  "Additional
Registration  Statement").  Each such  Additional  Registration  Statement shall
contain (except if otherwise required pursuant to written comments received from
the  Commission  upon a review of such  Additional  Registration  Statement) the
"Plan of Distribution" substantially in the form attached hereto as Annex A. The
Company  shall use its  reasonable  best  efforts to cause each such  Additional
Registration Statement to be declared effective under the Securities Act as soon
as possible  but, in any event,  no later than the  Effectiveness  Date for such
Additional Registration Statement,  and shall use its reasonable best efforts to
keep such Additional  Registration  Statement  continuously  effective under the
Securities Act during the entire Effectiveness Period.


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<PAGE>

            (c) If (i) a Registration  Statement is not filed on or prior to its
Filing Date,  (ii) a  Registration  Statement  is not declared  effective by the
Commission  on or prior to its required  Effectiveness  Date, or (iii) after its
Effective Date,  without regard for the reason  thereunder or efforts  therefor,
such  Registration  Statement  ceases,  for  any  reason,  to be  effective  and
available  to the  Holders  as to all  Registrable  Securities  to  which  it is
required  to cover at any time  prior  to the  expiration  of the  Effectiveness
Period  for  more  than an  aggregate  of 20  Trading  Days  (which  need not be
consecutive)  (any such failure or breach being  referred to as an "Event," and,
for purposes of clauses (i) or (ii),  the date on which such Event  occurs,  or,
for  purposes  of clause  (iii),  the date which such 20 Trading  Day-period  is
exceeded,  being referred to as an "Event Date"), then, in addition to any other
rights  available  to the  Holders  under  the  Transaction  Documents  or under
applicable  law, at the option of each Holder,  commencing  on the day after the
Event Date the Company shall pay to each Holder an amount in cash, as liquidated
damages and not as a penalty, equal to .0003333 of the Investment Amount paid by
such Investor under the Purchase  Agreement for each day up through the 30th day
after such Event Date and then  .0006666 of the  Investment  Amount paid by such
Investor  under  the  Purchase  Agreement  for each  day  thereafter  until  the
applicable  Event is cured.  The liquidated  damages referred to in the previous
sentence shall be payable every four weeks,  beginning on the date which is four
(4) weeks  from the  Event  Date.  If the  Company  fails to pay any  liquidated
damages  pursuant to this  Section in full within  seven (7) days after the date
payable,  the Company will pay  interest  thereon at a rate of 12% per annum (or
such lesser  maximum  amount that is permitted to be paid by applicable  law) to
the Holder,  accruing daily from the date such liquidated  damages are due until
such amounts, plus all such interest thereon, are paid in full.

            (d) Each  Holder  agrees  to  furnish  to the  Company  a  completed
questionnaire  in the form  attached  to this  Agreement  as Annex B (a "Selling
Holder  Questionnaire").  The  Company  shall not be  required  to  include  the
Registrable  Securities of a Holder in a Registration Statement and shall not be
required to pay any  liquidated  or other  damages  under Section 2(c) hereof to
such Holder who fails to furnish to the Company a fully completed Selling Holder
Questionnaire at least three (3) Trading Days prior to the Filing Date.

      3. Registration Procedures

            In connection with the Company's registration obligations hereunder,
the Company shall:

            (a) (i)  Prepare  and file  with  the  Commission  such  amendments,
including  post-effective  amendments,  to each  Registration  Statement and the
Prospectus  used in  connection  therewith  as may be  necessary  to  keep  such
Registration  Statement  continuously effective as to the applicable Registrable
Securities for its Effectiveness Period and prepare and file with the Commission
such  additional  Registration  Statements in order to register for resale under
the Securities  Act all of the  Registrable  Securities,  (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus  supplement,
and as so  supplemented  or  amended  to be filed  pursuant  to Rule 423,  (iii)


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<PAGE>

respond as promptly as  reasonably  possible to any comments  received  from the
Commission with respect to each Registration  Statement or any amendment thereto
and, as promptly as  reasonably  possible  provide the Holders true and complete
copies  of all  correspondence  from  and to the  Commission  relating  to  such
Registration Statement that would not result in the disclosure to the Holders of
material and non-public  information  concerning the Company, and (iv) comply in
all material respects with the provisions of the Securities Act and the Exchange
Act with  respect to the  Registration  Statements  and the  disposition  of all
Registrable Securities covered by each Registration Statement.

            (b) Notify the Holders as promptly as reasonably  possible  (and, in
the case of (i)(A)  below,  not less than three (3)  Trading  Days prior to such
filing) and (if requested by any such Person)  confirm such notice in writing no
later than one (1) Trading Day following the day (i)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment to a Registration Statement is
proposed to be filed, (B) when the Commission notifies the Company whether there
will be a "review" of such  Registration  Statement and whenever the  Commission
comments in writing on such  Registration  Statement  (the Company shall provide
true and complete  copies thereof and all written  responses  thereto to each of
the Holders that pertain to the Holders as a Selling  Stockholder or to the Plan
of Distribution, but not information which the Company believes would constitute
material and non-public information),  and (C) with respect to each Registration
Statement or any post-effective  amendment,  when the same has become effective,
(ii) of any request by the Commission or any other federal or state governmental
authority  for  amendments  or  supplements  to  a  Registration   Statement  or
Prospectus  or  for  additional  information,  (iii)  of  the  issuance  by  the
Commission of any stop order  suspending  the  effectiveness  of a  Registration
Statement covering any or all of the Registrable Securities or the initiation of
any  Proceedings  for that  purpose,  (iv) of the  receipt by the Company of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose,  and (v) of the  occurrence  of any event or passage of time that makes
the financial  statements  included in a Registration  Statement  ineligible for
inclusion  therein  or any  statement  made in such  Registration  Statement  or
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any material respect or that requires any revisions to such
Registration  Statement,  Prospectus or other  documents so that, in the case of
such Registration  Statement or the Prospectus,  as the case may be, it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.

            (c) Use its  reasonable  best  efforts  (which shall not require the
filing of any court action) to avoid the issuance of, or, if issued,  obtain the
withdrawal  of (i) any order  suspending  the  effectiveness  of a  Registration
Statement,  or (ii) any  suspension  of the  qualification  (or  exemption  from
qualification)   of  any  of  the   Registrable   Securities  for  sale  in  any
jurisdiction, at the earliest practicable moment.

            (d) Furnish to each Holder,  without charge,  at least one conformed
copy of each Registration  Statement and each amendment thereto and all exhibits
to the extent requested by such Person  (including  those previously  furnished)
promptly after the filing of such documents with the Commission.


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<PAGE>

            (e) Promptly deliver to each Holder,  without charge, as many copies
of each Prospectus or Prospectuses  (including each form of prospectus) and each
amendment or  supplement  thereto as such Persons may  reasonably  request.  The
Company  hereby  consents to the use of such  Prospectus  and each  amendment or
supplement  thereto  by each of the  selling  Holders  in  connection  with  the
offering and sale of the Registrable  Securities  covered by such Prospectus and
any  amendment  or  supplement  thereto,  except  after  delivery  of any notice
described in Section 3(b)(ii)-(v) and subject to Section 7(d).

            (f)  Prior  to  any  resale  of  Registrable  Securities,   use  its
commercially  reasonable  efforts to register or qualify or  cooperate  with the
selling  Holders  in  connection  with the  registration  or  qualification  (or
exemption  from  such   registration  or   qualification)  of  such  Registrable
Securities  for offer  and sale  under  the  securities  or Blue Sky laws of all
jurisdictions  within  the  United  States,  to keep each such  registration  or
qualification (or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things  necessary or advisable to enable the
disposition in such  jurisdictions of the Registrable  Securities covered by the
Registration  Statements;  provided  that the  Company  shall not be required to
qualify  generally  to do business in any  jurisdiction  where it is not then so
qualified or subject the Company to any  material  tax in any such  jurisdiction
where it is not then so subject.

            (g) If  requested  by the  Holders,  cooperate  with the  Holders to
facilitate  the timely  preparation  and delivery of  certificates  representing
Registrable  Securities  to  be  delivered  to  a  transferee  pursuant  to  the
Registration  Statements,  which  certificates  shall  be  free,  to the  extent
permitted by the Purchase Agreement,  of all restrictive  legends, and to enable
such Registrable  Securities to be in such  denominations and registered in such
names as any such Holders may request.

            (h)  Upon  the  occurrence  of any  event  contemplated  by  Section
3(b)(v), as promptly as reasonably possible,  prepare a supplement or amendment,
including a post-effective amendment, to the affected Registration Statements or
a supplement to the related Prospectus or any document incorporated or deemed to
be incorporated  therein by reference,  and file any other required  document so
that, as thereafter delivered, no Registration Statement nor any Prospectus will
contain an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances under which they were made, not misleading.

      4.  Registration   Expenses.   All  fees  and  expenses  incident  to  the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company whether or not any Registrable  Securities are sold pursuant to a
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made with any Trading  Market on which the Common  Stock is then
listed for  trading or  quoted,  and (B) in  compliance  with  applicable  state
securities  or Blue  Sky  laws),  (ii)  printing  expenses  (including,  without
limitation,  expenses of printing certificates for Registrable Securities and of
printing prospectuses if the printing of prospectuses is reasonably requested by
the  holders  of a  majority  of  the  Registrable  Securities  included  in the
Registration Statement), (iii) messenger,  telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company,  (v) Securities Act liability
insurance, if the Company so desires such insurance,  and (vi) fees and expenses


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<PAGE>

of all other Persons retained by the Company in connection with the consummation
of the  transactions  contemplated by this Agreement.  In addition,  the Company
shall be  responsible  for all of its internal  expenses  incurred in connection
with  the  consummation  of the  transactions  contemplated  by  this  Agreement
(including,  without  limitation,  all salaries and expenses of its officers and
employees  performing  legal or  accounting  duties),  the expense of any annual
audit and the fees and expenses  incurred in connection  with the listing of the
Registrable Securities on any securities exchange as required hereunder.

      5. Indemnification.

            (a)   Indemnification   by   the   Company.   The   Company   shall,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
each Holder, the officers,  directors,  agents,  investment advisors,  partners,
members and employees of each of them,  each Person who controls any such Holder
(within  the  meaning of Section 15 of the  Securities  Act or Section 20 of the
Exchange  Act) and the  officers,  directors,  agents and employees of each such
controlling  Person, to the fullest extent permitted by applicable law, from and
against  any and all  Losses,  as  incurred,  arising  out of or relating to any
untrue  or  alleged  untrue  statement  of a  material  fact  contained  in  any
Registration  Statement,  any  Prospectus  or any form of  prospectus  or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged  omission of a material  fact required
to be stated therein or necessary to make the statements therein (in the case of
any  Prospectus or form of prospectus  or  supplement  thereto,  in light of the
circumstances under which they were made) not misleading,  except to the extent,
but only to the extent,  that (1) such untrue  statements or omissions are based
solely  upon  information  regarding  such  Holder  furnished  in writing to the
Company by such Holder  expressly  for use  therein,  or to the extent that such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution of Registrable  Securities and was reviewed and expressly  approved
in writing by such Holder expressly for use in the Registration Statement,  such
Prospectus or such form of Prospectus or in any amendment or supplement  thereto
(it being  understood  that the  Holder  has  approved  Annex A hereto  for this
purpose) or (2) in the case of an occurrence  of an event of the type  specified
in Section  3(b)(ii)-(v),  the use by such Holder of an  outdated  or  defective
Prospectus  after the  Company  has  notified  such  Holder in writing  that the
Prospectus  is outdated or defective  and prior to the receipt by such Holder of
the  Advice   contemplated  by  Section  7(d)  or  an  amended  or  supplemented
Prospectus,  but only if and to the extent  that  following  the  receipt of the
Advice or the amended or  supplemented  Prospectus the  misstatement or omission
giving rise to such Loss would have been corrected. The Company shall notify the
Holders promptly of the institution,  threat or assertion of any Action of which
the Company is aware in connection  with the  transactions  contemplated by this
Agreement.

            (b) Indemnification by the Holders. Each Holder will severally,  and
not jointly,  in proportion to the respective  number of shares included by each
such Holder,  if  Registrable  Securities  are included in the  securities as to
which  such  registration,   qualification  or  compliance  is  being  effected,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
the Company, and each of its officers,  directors,  agents, investment advisors,
partners,  members and employees to the fullest  extent  permitted by applicable
law,  from and  against  any and all  Losses,  as  incurred,  arising  out of or
relating to any untrue or alleged untrue  statement of a material fact contained
in any  Registration  Statement,  any Prospectus or any form of prospectus or in
any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or  relating  to any  omission  or alleged  omission  of a material  fact
required to be stated  therein or necessary to make the  statements  therein (in
the case of any Prospectus or form of prospectus or supplement thereto, in light


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<PAGE>

of the circumstances under which they were made) not misleading, but only to the
extent,  that (1) such untrue  statements  or  omissions  are based  solely upon
information  regarding  such Holder  furnished in writing to the Company by such
Holder expressly for use therein, or to the extent that such information relates
to such Holder or such Holder's  proposed  method of distribution of Registrable
Securities  and was  reviewed and  expressly  approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus or in any amendment or supplement  thereto (it being  understood that
the Holder has approved Annex A hereto for this purpose),  or (2) in the case of
an occurrence of an event of the type specified in Section 3(b)(ii)-(v), the use
by such  Holder of an  outdated or  defective  Prospectus  after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such  Holder of an Advice or an amended or  supplemented
Prospectus,  but only if and to the extent  that  following  the  receipt of the
Advice or the amended or  supplemented  Prospectus the  misstatement or omission
giving rise to such Loss would have been corrected.  Notwithstanding anything in
this  Agreement to the contrary,  the  liability of the Holder  pursuant to this
Section 5 shall not exceed the dollar  amount of the  proceeds  received by such
Holder upon the sale of Registrable  Securities  giving rise to such  liability.
Each Holder  shall  notify the Company  promptly of the  institution,  threat or
assertion of any Proceeding of which the Holder is aware in connection  with the
transactions contemplated by this Agreement.

            (c)  Conduct of  Indemnification  Actions.  If any  Action  shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"Indemnified  Party"),  such Indemnified  Party shall promptly notify the Person
from whom  indemnity is sought (the  "Indemnifying  Party") in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any  Indemnified  Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally  determined  by a court
of  competent  jurisdiction  (which  determination  is not  subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely prejudiced the Indemnifying Party.

            An Indemnified Party shall have the right to employ separate counsel
in any such Action and to participate in the defense  thereof,  but the fees and
expenses of such counsel  shall be at the expense of such  Indemnified  Party or
Parties  unless:  (1) the  Indemnifying  Party has agreed in writing to pay such
fees and  expenses;  (2) the  Indemnifying  Party shall have failed  promptly to
assume the defense of such Action and to employ counsel reasonably  satisfactory
to such  Indemnified  Party in any such Action;  or (3) the named parties to any
such Action  (including  any impleaded  parties)  include both such  Indemnified
Party and the Indemnifying  Party,  and such  Indemnified  Party shall have been
advised by counsel  that a conflict  of  interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying  Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ  separate  counsel at the  expense of the  Indemnifying
Party,  the  Indemnifying  Party  shall not have the right to assume the defense
thereof  and such  counsel  shall be at the expense of the  Indemnifying  Party;
provided,  however,  that in the event one or more  Investors is a party to such


                                       8
<PAGE>

Action,  the Company  shall only be required to pay the expenses of one law firm
serving as counsel  to said  Investors).  The  Indemnifying  Party  shall not be
liable for any  settlement  of any such  Action  effected  without  its  written
consent, which consent shall not be unreasonably withheld. No Indemnifying Party
shall,  without the prior written consent of the Indemnified  Party,  effect any
settlement of any pending Action in respect of which any Indemnified  Party is a
party,  unless  such  settlement  includes  an  unconditional  release  of  such
Indemnified  Party from all  liability on claims that are the subject  matter of
such Action.

            All fees and expenses of the Indemnified Party (including reasonable
fees and expenses to the extent  incurred in connection  with  investigating  or
preparing to defend such Action in a manner not inconsistent  with this Section)
shall be paid to the  Indemnified  Party,  as incurred,  within ten (10) Trading
Days of written notice thereof to the Indemnifying  Party (regardless of whether
it is  ultimately  determined  that an  Indemnified  Party  is not  entitled  to
indemnification  hereunder;  provided,  that the Indemnifying  Party may require
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such Indemnified  Party is
not entitled to indemnification hereunder).

            (d) Contribution.  If a claim for indemnification under Section 5(a)
or 5(b) is unavailable  to an  Indemnified  Party (by reason of public policy or
otherwise),   then  each  Indemnifying  Party,  in  lieu  of  indemnifying  such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified  Party  as a  result  of  such  Losses,  in  such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable  by a party as a result of any  Losses  shall be deemed to  include  any
reasonable  attorneys'  or other  reasonable  fees or expenses  incurred by such
party in  connection  with any Action to the extent  such party  would have been
indemnified  for such fees or expenses if the  indemnification  provided  for in
this Section was available to such party in accordance with its terms.

            The parties  hereto agree that it would not be just and equitable if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds  actually  received  by such  Holder  from the sale of the  Registrable
Securities  subject to the Action  exceeds the amount of any  damages  that such
Holder has  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.

            The indemnity and contribution  agreements contained in this Section
are in addition to any liability that the  Indemnifying  Parties may have to the
Indemnified Parties.


                                       9
<PAGE>

      6. Miscellaneous

            (a)  Remedies.  In the  event of a  breach  by the  Company  or by a
Holder,  of any of their  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary  damages would not provide  adequate
compensation  for any losses  incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific  performance  in respect of such breach,  it shall waive the
defense that a remedy at law would be adequate.

            (b) No  Piggyback  on  Registrations.  Except  as and to the  extent
specified in Schedule 3.1(v) of the Purchase Agreement,  neither the Company nor
any of its security  holders  (other than the Holders in such capacity  pursuant
hereto) may include securities of the Company in a Registration  Statement other
than  the  Registrable  Securities,   and  the  Company  shall  not  during  the
Effectiveness Period enter into any agreement providing any such right to any of
its security holders.

            (c)  Prospectus  Delivery.  Each Holder  hereby  covenants  with the
Company  not to make  any sale of the  Registrable  Securities  pursuant  to the
Registration  Statement  without  effectively  causing the  prospectus  delivery
requirements under the Securities Act to be satisfied.

            (d) Discontinued Disposition.  Each Holder agrees by its acquisition
of such  Registrable  Securities that, upon receipt of a notice from the Company
of the  occurrence of any event of the kind  described in Section  3(b)(ii)-(v),
such  Holder  will  forthwith   discontinue   disposition  of  such  Registrable
Securities under the  Registration  Statement until such Holder's receipt of the
copies of the supplemented  Prospectus and/or amended Registration  Statement or
until it is advised in writing (the "Advice") by the Company that the use of the
applicable  Prospectus may be resumed,  and, in either case, has received copies
of any additional or supplemental  filings that are incorporated or deemed to be
incorporated  by reference in such  Prospectus or  Registration  Statement.  The
Company may provide  appropriate  stop orders to enforce the  provisions of this
paragraph.

            (e)   Piggy-Back   Registrations.   If  at  any  time   during   the
Effectiveness Period there is not an effective  Registration  Statement covering
all of the Registrable Securities and the Company shall determine to prepare and
file with the  Commission a registration  statement  relating to an offering for
its own account or the account of others under the  Securities Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under
the Securities Act) or their then equivalents  relating to equity  securities to
be issued solely in connection with any acquisition of any entity or business or
equity  securities  issuable in connection  with stock option or other  employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen days after receipt of such notice, any such
Holder  shall  so  request  in  writing,  the  Company  shall  include  in  such
registration  statement  all or any  part of such  Registrable  Securities  such
holder  requests to be  registered,  subject to customary  underwriter  cutbacks
applicable to all holders of registration rights.


                                       10
<PAGE>

            (f)  Amendments  and Waivers.  No provision of this Agreement may be
waived or amended except in a written  instrument  signed by the Company and the
Holders of no less than 66-2/3% of the Registrable Securities.  No waiver of any
default  with  respect  to any  provision,  condition  or  requirement  of  this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any  subsequent  default  or a  waiver  of any  other  provision,  condition  or
requirement  hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right.

            (g)  Notices.  Any  and  all  notices  or  other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given and  effective  on the  earliest  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified in this Section  prior to 6:30 p.m. (New
York  City  time) on a  Trading  Day,  (ii) the  Trading  Day  after the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Agreement later than 6:30 p.m. (New
York City time) on any date and earlier than 11:59 p.m.  (New York City time) on
such date,  (iii) the Trading  Day  following  the date of  mailing,  if sent by
nationally  recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such  notice is  required  to be given.  The  address for such
notices and communications shall be as follows:

         If to the Company:       InfoSearch Media, Inc.
                                  4086 Del Ray Avenue
                                  Marina Del Ray, California 90292
                                  Attn: Chief Financial Officer
                                  Facsimile No.: (310) 919-3072

         With a copy to           McGuireWoods LLP
         (which shall not         1345 Avenue of the Americas
         constitute notice):      Seventh Floor
                                  New York, New York 10105
                                  Attn: Louis W. Zehil
                                  Facsimile No.: (212) 548-2175

         If to a Investor:        To the address set forth under such Investor's
                                  name on the signature pages hereto.

         If to any other Person who is then the registered Holder:

                                  To the  address of such Holder as it appears
                                  in the stock transfer books of the Company

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such Person.

            (h)  Successors  and  Assigns.  This  Agreement  shall  inure to the
benefit of and be binding upon the successors  and permitted  assigns of each of
the parties and shall inure to the benefit of each  Holder.  The Company may not
assign its rights or obligations  hereunder without the prior written consent of
each  Holder.  Each Holder may assign its  respective  rights  hereunder  in the
manner and to the Persons as permitted under the Purchase Agreement.


                                       11
<PAGE>

            (i) Execution and  Counterparts.  This  Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and, all of which taken together  shall  constitute one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

            (j)  Governing  Law.  All  questions  concerning  the  construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
New York,  without  regard to the  principles of conflicts of law thereof.  Each
party agrees that all Actions  concerning the  interpretations,  enforcement and
defense of the  transactions  contemplated  by this Agreement  (whether  brought
against a party hereto or its respective Affiliates,  employees or agents) shall
be  commenced  exclusively  in the New York  Courts.  Each party  hereto  hereby
irrevocably submits to the exclusive jurisdiction of the New York Courts for the
adjudication  of any dispute  hereunder  or in  connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and  agrees  not to assert  in any  Action,  any  claim  that it is not
personally  subject  to the  jurisdiction  of any New York  Court,  or that such
Action has been  commenced  in an improper  or  inconvenient  forum.  Each party
hereto hereby  irrevocably  waives  personal  service of process and consents to
process being served in any such Action by mailing a copy thereof via registered
or certified  mail or  overnight  delivery  (with  evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees
that such service shall  constitute  good and sufficient  service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner  permitted by law. Each party hereto hereby
irrevocably  waives,  to the fullest extent permitted by applicable law, any and
all right to trial by jury in any  Action  arising  out of or  relating  to this
Agreement  or the  transactions  contemplated  hereby.  If  either  party  shall
commence  a  Action  to  enforce  any  provisions  of this  Agreement,  then the
prevailing  party in such Action shall be  reimbursed by the other party for its
attorney's  fees and other costs and expenses  incurred with the  investigation,
preparation and prosecution of such Action.

            (k) Cumulative Remedies. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.

            (l) Severability. If any term, provision, covenant or restriction of
this  Agreement  is held by a court of  competent  jurisdiction  to be  invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  reasonable  efforts to find and  employ an  alternative
means to achieve the same or substantially  the same result as that contemplated
by such term,  provision,  covenant or restriction.  It is hereby stipulated and
declared to be the  intention of the parties  that they would have  executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.


                                       12
<PAGE>

            (m) Headings.  The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (n) Independent  Nature of Investors'  Obligations  and Rights.  The
obligations  of each  Investor  hereunder  is  several  and not  joint  with the
obligations  of  any  other  Investor  hereunder,   and  no  Investor  shall  be
responsible  in any way for the  performance  of the  obligations  of any  other
Investor  hereunder.  The  decision  of each  Investor  to  purchase  Securities
pursuant to the Transaction  Documents has been made  independently of any other
Investor.  Nothing  contained  herein  or in any  other  agreement  or  document
delivered at any closing, and no action taken by any Investor pursuant hereto or
thereto,  shall be deemed to  constitute  the  Investors  as a  partnership,  an
association,  a  joint  venture  or any  other  kind  of  entity,  or  create  a
presumption  that the Investors are in any way acting in concert with respect to
such  obligations  or the  transactions  contemplated  by this  Agreement.  Each
Investor  acknowledges  that no other  Investor  has  acted  as  agent  for such
Investor in connection with making its investment hereunder and that no Investor
will be acting as agent of such  Investor  in  connection  with  monitoring  its
investment  in the  Securities  or enforcing  its rights  under the  Transaction
Documents.  Each  Investor  shall be entitled to protect and enforce its rights,
including  without  limitation the rights arising out of this Agreement,  and it
shall not be  necessary  for any other  Investor  to be joined as an  additional
party in any Proceeding for such purpose.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
                           SIGNATURE PAGES TO FOLLOW]


                                       13
<PAGE>

                  IN  WITNESS   WHEREOF,   the  parties   have   executed   this
Registration Rights Agreement as of the date first written above.

                             INFOSEARCH MEDIA, INC.

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
                     SIGNATURE PAGES OF INVESTOR TO FOLLOW]


                                      S-1
<PAGE>

                  IN  WITNESS   WHEREOF,   the  parties   have   executed   this
Registration Rights Agreement as of the date first written above.

                             [NAME OF INVESTOR]

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

                             Address for Notices:

                             [Name of Investor]
                             [Address of Investor]
                             Telephone No.: (___) ___-____
                             Facsimile No.: (___) ___-____
                             Attn: [Name of Contact]

                             With a copy to

                             [Name of Investor Counsel]
                             [Address of Investor Counsel]
                             Telephone No.: (___) ___-____
                             Facsimile No.: (___) ___-____
                             Attn: [Name of Contact]


                                      S-2
<PAGE>

                                                                         Annex A

                              Plan of Distribution

      The Selling Stockholders and any of their pledgees,  donees, assignees and
successors-in-interest  may, from time to time,  sell any or all of their shares
of Common Stock on any stock exchange,  market or trading  facility on which the
shares  are traded or in private  transactions.  These  sales may be at fixed or
negotiated  prices.  The  Selling  Stockholders  may  use any one or more of the
following methods when selling shares:

o     ordinary   brokerage   transactions   and   transactions   in  which   the
      broker-dealer solicits purchasers;

o     block trades in which the broker-dealer will attempt to sell the shares as
      agent but may  position  and resell a portion of the block as principal to
      facilitate the transaction;

o     purchases by a broker-dealer as principal and resale by the  broker-dealer
      for its account;

o     an exchange  distribution  in accordance  with the rules of the applicable
      exchange;

o     privately negotiated transactions;

o     to cover short sales made after the date that this Registration  Statement
      is declared effective by the Securities and Exchange Commission;

o     broker-dealers may agree with the Selling Stockholders to sell a specified
      number of such shares at a stipulated price per share;

o     a combination of any such methods of sale; and

o     any other method permitted pursuant to applicable law.

      The Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

      Broker-dealers  engaged by the Selling  Stockholders may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling  Stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  The  Selling  Stockholders  do not  expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved.

      The Selling  Stockholders may from time to time pledge or grant a security
interest in some or all of the Shares  owned by them and, if they default in the
performance of their secured  obligations,  the pledgees or secured  parties may
offer and sell shares of Common  Stock from time to time under this  prospectus,
or  under  an  amendment  to this  prospectus  under  Rule  424(b)(3)  or  other
applicable  provision of the Securities Act of 1933 amending the list of selling
stockholders to include the pledgee,  transferee or other successors in interest
as selling stockholders under this prospectus.


                                      A-1
<PAGE>

      Upon the Company being notified in writing by a Selling  Stockholder  that
any material arrangement has been entered into with a broker-dealer for the sale
of Common Stock through a block trade, special offering,  exchange  distribution
or secondary  distribution or a purchase by a broker or dealer,  a supplement to
this prospectus  will be filed,  if required,  pursuant to Rule 424(b) under the
Securities Act,  disclosing (i) the name of each such Selling Stockholder and of
the participating  broker-dealer(s),  (ii) the number of shares involved,  (iii)
the  price  at which  such  the  shares  of  Common  Stock  were  sold,  (iv)the
commissions paid or discounts or concessions  allowed to such  broker-dealer(s),
where  applicable,   (v)  that  such   broker-dealer(s)   did  not  conduct  any
investigation  to verify the information set out or incorporated by reference in
this prospectus, and (vi) other facts material to the transaction.  In addition,
upon the Company being notified in writing by a Selling Stockholder that a donee
or pledge  intends to sell more than 500 shares of Common Stock, a supplement to
this  prospectus  will be filed if then required in accordance  with  applicable
securities law.

      The Selling  Stockholders  also may transfer the shares of Common Stock in
other circumstances, in which case the transferees, pledgees or other successors
in  interest  will  be the  selling  beneficial  owners  for  purposes  of  this
prospectus.

      The  Selling  Stockholders  and any  broker-dealers  or  agents  that  are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions  or discounts  under the  Securities  Act.  Discounts,  concessions,
commissions and similar selling expenses,  if any, that can be attributed to the
sale  of  Securities  will  be  paid  by  the  Selling  Stockholder  and/or  the
purchasers.

      The Company  has  advised  each  Selling  Stockholder  that it may not use
shares registered on this Registration  Statement to cover short sales of Common
Stock  made prior to the date on which this  Registration  Statement  shall have
been declared  effective by the Commission.  If a Selling  Stockholder uses this
prospectus  for any  sale  of the  Common  Stock,  it  will  be  subject  to the
prospectus delivery requirements of the Securities Act. The Selling Stockholders
will be responsible  to comply with the applicable  provisions of the Securities
Act and Exchange  Act,  and the rules and  regulations  thereunder  promulgated,
including,  without  limitation,  Regulation  M, as  applicable  to such Selling
Stockholders  in connection with resales of their  respective  shares under this
Registration Statement.

      The  Company is  required  to pay all fees and  expenses  incident  to the
registration  of the shares,  but the Company will not receive any proceeds from
the sale of the Common  Stock.  The Company has agreed to indemnify  the Selling
Stockholders against certain losses, claims, damages and liabilities,  including
liabilities  under the  Securities  Act.  If the Selling  Stockholders  use this
prospectus  for any  sale of the  Common  Stock,  they  will be  subject  to the
prospectus delivery requirements of the Securities Act.


                                      A-2
<PAGE>

                                                                         Annex B

                             INFOSEARCH MEDIA, INC.

                      Selling Securityholder Questionnaire

         The undersigned  beneficial owner of Common Stock of InfoSearch  Media,
Inc. (the "Company")  understands  that the Company has filed or intends to file
with the  Securities  and Exchange  Commission  a  registration  statement  (the
"Registration  Statement") for the  registration and resale under the Securities
Act of 1933, as amended (the  "Securities  Act"),  of the such  securities  (the
"Registrable Securities"). This Questionnaire is delivered pursuant to the terms
of the  Registration  Rights  Agreement,  dated  as of  November  2,  2005  (the
"Registration  Rights  Agreement"),  among the Company and the  Investors  named
therein.  A copy of the  Registration  Rights  Agreement is  available  from the
Company upon request at the address set forth below.  All capitalized  terms not
otherwise  defined  herein  shall  have the  meanings  ascribed  thereto  in the
Registration Rights Agreement.

         Certain  legal  consequences  arise  from  being  named  as  a  selling
securityholder  in  the  Registration  Statement  and  the  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named  or not  being  named  as a  selling  securityholder  in the  Registration
Statement and the related prospectus.

         The  undersigned  beneficial  owner (the "Selling  Securityholder")  of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise  specified under such Item 3)
in the Registration Statement.

         The  undersigned  hereby  provides  the  following  information  to the
Company and represents and warrants that such information is accurate:

1.       Name.

         (a)      Full Legal Name of Selling Securityholder

                  --------------------------------------------------------------

         (b)      Full Legal Name of  Registered  Holder (if not the same as (a)
                  above) through which  Registrable  Securities Listed in Item 3
                  below are held:

                  --------------------------------------------------------------

         (c)      Full Legal  Name of  Natural  Control  Person  (which  means a
                  natural person who directly or indirectly has power to vote or
                  dispose of the securities covered by this Questionnaire):

                  --------------------------------------------------------------


                                      B-1
<PAGE>

2.  Address for Notices to Selling Securityholder:

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Telephone:
          ----------------------------------------------------------------------
Fax:
    ----------------------------------------------------------------------------
Contact Person:
               -----------------------------------------------------------------

3.  Beneficial Ownership of Registrable Securities:

         (a) Type and Principal  Amount of Registrable  Securities  beneficially
owned:

                  --------------------------------------------------------------
                  --------------------------------------------------------------
                  --------------------------------------------------------------

4.  Broker-Dealer Status:

         (a) Are you a broker-dealer?

                             Yes   |_|         No   |_|

         Note:    If yes, the  Commission's  staff has indicated that you should
                  be identified as an underwriter in the Registration Statement.

         (b) Are you an affiliate of a broker-dealer?

                             Yes   |_|         No   |_|

         (c)      If you are an  affiliate  of a  broker-dealer,  do you certify
                  that you bought the  Registrable  Securities  in the  ordinary
                  course of  business,  and at the time of the  purchase  of the
                  Registrable  Securities to be resold, you had no agreements or
                  understandings,  directly  or  indirectly,  with any person to
                  distribute the Registrable Securities?

                             Yes   |_|         No   |_|

         Note:    If no, the  Commission's  staff has indicated  that you should
                  be identified as an underwriter in the Registration Statement.

5. Beneficial  Ownership of Other Securities of the Company Owned by the Selling
Securityholder.

         Except as set forth  below in this Item 5, the  undersigned  is not the
         beneficial or registered  owner of any  securities of the Company other
         than the Registrable Securities listed above in Item 3.


                                      B-2
<PAGE>
         (a)  Type and  Amount  of Other  Securities  beneficially  owned by the
Selling Securityholder:

                  --------------------------------------------------------------
                  --------------------------------------------------------------

6.  Relationships with the Company:

         Except as set  forth  below,  neither  the  undersigned  nor any of its
         affiliates,  officers, directors or principal equity holders (owners of
         5% of more of the equity  securities of the  undersigned)  has held any
         position or office or has had any other material  relationship with the
         Company  (or its  predecessors  or  affiliates)  during  the past three
         years.

         State any exceptions here:

                  --------------------------------------------------------------
                  --------------------------------------------------------------

The  undersigned  agrees to promptly  notify the Company of any  inaccuracies or
changes in the  information  provided  herein  (other than changes in beneficial
ownership of Common Stock after the effectiveness of the Registration Statement)
that may occur  subsequent to the date hereof at any time while the Registration
Statement remains effective.

By signing below, the undersigned  consents to the disclosure of the information
contained  herein in its answers hereto and the inclusion of such information in
the  Registration   Statement  and  the  related  prospectus.   The  undersigned
understands  that  such  information  will  be  relied  upon by the  Company  in
connection with the preparation or amendment of the  Registration  Statement and
the related prospectus.

         IN WITNESS WHEREOF the undersigned, by authority duly given, has caused
this  Questionnaire to be executed and delivered either in person or by its duly
authorized agent.

Dated:                               Beneficial Owner:
       ---------------------------                     -------------------------

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

             PLEASE FAX THE COMPLETED AND EXECUTED QUESTIONNAIRE TO

                             InfoSearch Media, Inc.
                             4086 Del Ray Avenue
                             Marina Del Ray, California 90292
                             Attn:  Chief Financial Officer
                             Telephone No.: (310) 822-1103
                             Facsimile No.: (310) 919-3072


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