__________________,
      2008




AskMeNow,
      Inc.


26
      Executive Park


Suite
      250


Irvine,
      California 92614





Ladies
      and Gentlemen:





This
      Subscription Agreement (the “ Agreement ”)
      sets
      forth the agreements and understandings between the undersigned (“ Subscriber ”)
      and
      AskMeNow, Inc., a corporation organized under the laws of Delaware (the
“ Company ”),
      relating to Subscriber’s subscription for, and purchase of, the number of shares
      of the Company’s Series D Convertible Preferred Stock, par value $.01 per share
      (the “ Series
      D Stock ”),
      set
      forth on the signature page hereto (the “ Shares ”),
      at a
      price of $1.00 per Share.




1.  Conditions
      to Subscription Acceptance and Closing .
      Subscriber understands and agrees that this subscription and the closing of
      the
      transactions contemplated hereby (the “ Closing ”)
      is
      made subject to the following terms and conditions:





(a)  The
      Company has the right to accept or reject this subscription in whole or in
      part.
      Unless this subscription is rejected by the Company by January 31, 2008, this
      subscription shall be deemed accepted in whole.





(b)  On
      or
      prior to the date of the Closing, Subscriber shall have furnished the Company
      with such information, documents, certificates and opinions as the Company
      may
      reasonably require to evidence the accuracy, completeness or satisfaction of
      the
      representations, warranties, covenants, agreements and conditions herein
      contained or as the Company otherwise may reasonably require.





(c)  In
      consideration for Subscriber’s purchase of the Shares, at the Closing the
      Company shall issue to Subscriber a warrant (the “ Warrant ”)
      to
      purchase ________ shares
      of
      the Company’s Common Stock (such shares subject to the Warrant, the
“ Warrant
      Shares ”),
      which
      represents a warrant to purchase two (2) shares of Common Stock for every One
      Dollar ($1.00) invested by Subscriber. The Warrant will be exercisable for
      a
      period of five (5) years at an exercise price equal to $0.10 per share, and
      subject to redemption by the Company as set forth in the Warrant.





2.  Subscriber
      Representations and Warranties .
      In
      connection with Subscriber’s subscription for, and purchase of, the Shares and
      the issuance of the Warrant, Subscriber represents and warrants to the Company
      that:





( a )  If
      Subscriber is a natural person, Subscriber (i) is a bona fide resident of the
      state or jurisdiction set forth on the signature page of this Agreement as
      Subscriber’s home address, and has no present intention of becoming a resident
      of any other state or jurisdiction; (ii) is at least 21 years of age; and (iii)
      is legally competent to execute this Agreement, the Confidential Investor
      Questionnaire included herewith, and any other documents and instruments
      required in connection herewith or therewith, if any (the “ Transaction
      Documents ”).
      If
      Subscriber is an entity, the person signing this Agreement and the Transaction
      Documents on behalf of the entity is duly authorized to execute and deliver
      this
      Agreement and the Transaction Documents on behalf of Subscriber. This Agreement
      and the Transaction Documents constitute the legal, valid and binding
      obligations of Subscriber, enforceable in accordance with their terms, except
      as
      such enforceability may be limited by applicable bankruptcy, insolvency or
      similar laws relating to or affecting generally the enforcement of creditors’
rights and remedies or by other equitable principles.









(b)  The
      execution and delivery of this Agreement
      and the Transaction Documents by Subscriber do not, and the performance of
      the
      terms hereof and thereof will not, contravene any material law, rule,
      regulation, order, writ, judgment, injunction, decree, determination or award
      applicable to Subscriber or Subscriber’s assets or properties, or of the
      charter, bylaws, operating agreement, partnership agreement or other governing
      agreements of Subscriber (if applicable), and will not conflict with, or result
      in any breach of, the terms, conditions or provisions of, or constitute a
      default under, or give to others any rights of termination, amendment,
      acceleration or cancellation of, or result in or permit the creation or
      imposition of any lien, charge or encumbrance upon any of the assets of
      Subscriber pursuant to any indenture, mortgage or other agreement or instrument
      or any judgment, decree, order or decision to which Subscriber is a party or
      by
      which Subscriber is bound.





(c)  Under
      existing law, no approval, authorization, license, permit or other action by
      or
      filing with any Federal, state, municipal or other governmental commission,
      board or agency is required on the part of Subscriber in connection with the
      execution and delivery by Subscriber of this Agreement
      and the Transaction
      Documents, or the consummation of the transactions contemplated hereby and
      thereby.




(d)  There
      are
      no actions, suits or proceedings existing, pending or, to the knowledge of
      Subscriber, threatened against or affecting Subscriber before any court,
      arbitrator or governmental or administrative body or agency that would affect
      the validity or enforceability of this Agreement or
      theTransaction
      Documents,
      or that
      would have a material adverse affect on the ability of Subscriber to perform
      Subscriber’s obligations hereunder and thereunder.





(e)  Subscriber
      has such knowledge and experience in financial and business matters so as to
      be
      capable of evaluating and understanding, and has evaluated and understood,
      the
      merits and risks of an investment in the Company and the purchase of the Shares
      and acquisition of the Warrant, and Subscriber has been given the opportunity
      (i) to obtain information and to examine all documents relating to the Company
      and the Company’s business, (ii) to ask questions of, and to receive answers
      from, the Company concerning the Company, the Company’s business and the terms
      and conditions of this investment, and (iii) to obtain any additional
      information, to the extent the Company possesses such information or could
      acquire such information without unreasonable effort or expense, necessary
      to
      verify the accuracy of any information previously furnished. All such questions
      have been answered to Subscriber’s full satisfaction, and all information and
      documents, records and books pertaining to this investment which Subscriber
      has
      requested have been made available to Subscriber. Subscriber expressly agrees
      and acknowledges that the Company’s periodic and current filings with the
      Securities and Exchange Commission (the “SEC”), which filings contain financial
      statements and other information of interest to investors, are available via
      the
      SEC’s website at www.sec.gov .




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(f)  Subscriber
      is able to bear the substantial economic risks of Subscriber’s investment in the
      Company and the purchase of the Shares and acquisition of the Warrant in that,
      among other factors, Subscriber can afford to hold the Shares, the Warrant
      and
      any Warrant Shares issued upon exercise of the Warrant for an indefinite period
      and can afford a complete loss of Subscriber’s investment in the
      Company.





(g)  No
      material adverse change in Subscriber’s financial condition has taken place
      during the past twelve (12) months, and Subscriber will have sufficient
      liquidity with respect to Subscriber’s net worth for an adequate period of time
      to provide for Subscriber’s needs and contingencies.





(h)  Subscriber
      is relying solely on Subscriber’s own decision and/or the advice of Subscriber’s
      own adviser(s) with respect to an investment in the Company and the purchase
      of
      the Shares and acquisition of the Warrant, and has neither received nor relied
      on any communication from the Company or its officers or agents regarding any
      legal, investment or tax advice relating to an investment in the
      Company.





(i)  Subscriber
      has had an opportunity to read and understand the provisions of this Agreement
      and the Transaction Documents, to consult with Subscriber’s adviser(s) or
      counsel regarding the operation and consequences of those provisions, and has
      considered the effect of those provisions on Subscriber.





(j)  Subscriber
      recognizes that an investment in the Company involves substantial risks in
      that,
      among other factors: (i) the Company has only a limited operating history and
      has not had profitable operations from its inception to date; (ii) the Company’s
      current business is dependent on a single product, the AskMeNowTM service, which
      has generated only limited revenue to date; (iii) qualified financial statements
      for the Company question its ability to continue as a going concern; (iv) the
      Company is engaged in an industry which is highly competitive and subject to
      substantial risks, and many of the Company’s competitors have significantly
      greater financial and technical resources; (v) as of the end of the Company’s
      2007 fiscal year, the Company had a very limited amount of working capital
      available to it and will require a significant amount of capital to continue
      operations; and (vi) neither the Shares nor the Warrant or any Warrant Shares
      will be registered under applicable federal and state securities laws (except
      as
      may be set forth in the Transaction Documents) and, accordingly, it may not
      be
      possible to liquidate an investment in the Company in case of immediate need
      of
      funds or any other emergency, if at all. Subscriber has taken full cognizance
      of, and understands, such risks and has obtained sufficient information to
      evaluate the merits and risks of an investment in the Company and the purchase
      of the Shares and acquisition of the Warrant.




3




(k)  Subscriber
      confirms that none of the Company’s officers nor any of the Company’s agents
      have made any representations or warranties concerning an investment in the
      Company, including, without limitation, any representations or warranties
      concerning anticipated financial results, or the likelihood of success of the
      operations, of the Company.





(l)  Subscriber
      is acquiring the Shares and the Warrant (including any Warrant Shares issuable
      upon the exercise thereof) for Subscriber’s own account, for investment and not
      with a view to, or in connection with, any public offering or distribution
      of
      the same and without any present intention to sell the same at any particular
      event or circumstance. Subscriber has no agreement or other arrangement with
      any
      person to sell, transfer or pledge any part of the Shares, the Warrant or any
      Warrant Shares which would guarantee Subscriber any profit or protect against
      any loss with respect to the Shares or Warrant.





(m)  Subscriber
      understands that no U.S. Federal or state or international agency has passed
      on
      or made any recommendation or endorsement of an investment in the
      Shares.





(n)  Subscriber
      understands that neither the Shares nor the Warrant (or any Warrant Shares
      issuable upon exercise thereof) have been registered under the Securities Act
      of
      1933, as amended (the “ Act ”),
      or
      applicable U.S. state securities laws or any securities laws of any other
      jurisdiction, and are being offered and sold under an exemption from
      registration provided by such laws and the rules and regulations thereunder.
      Further, Subscriber understands that the Company is under no obligation to
      register the Shares or the Warrant (or any Warrant Shares issuable upon exercise
      thereof) or to comply with any exemption under any applicable securities laws
      with respect thereto or any other ownership interest in the Company except
      as
      may be set forth in the Transaction Documents. Subscriber may therefore be
      required to bear the economic risks of an investment in the Company for an
      indefinite period of time because the Shares and the Warrant (and any Warrant
      Shares issuable upon exercise thereof) cannot be resold unless registered under
      applicable securities laws or unless an exemption from such registration is
      available. Subscriber also understands that (i) the exemption provided by Rule
      144 under the Act may not be available because of the conditions and limitations
      of such rule, and that in the absence of the availability of such rule, any
      disposition by Subscriber of any securities of the Company may require
      compliance with some other exemption under the Act; and, (ii) the Company is
      under no obligation and does not plan to take any action in furtherance of
      making Rule 144 or any other exemption so available.





(o)  If
      Subscriber is required in the future to file a Form 144 with the SEC in
      connection with sales of Shares or the Warrant (or any Warrant Shares issuable
      upon exercise thereof) or any other ownership interest in the Company pursuant
      to Rule 144 under the Act, Subscriber will deliver a copy of such form to the
      Company at the same time and each time Subscriber is required to file a copy
      with the SEC.




4




(p)  Subscriber
      is either (i) an “accredited investor” as such term is defined in Rule 501(a)
      promulgated under the Act or (ii) not a “U.S. person” as defined in Rule 902 of
      Regulation S promulgated under the Act, and will execute and deliver the
      Confidential Investor Questionnaire attached hereto as Exhibit
      A simultaneously with the execution and delivery of this Agreement.





(q)  Subscriber
      agrees that the foregoing representations and warranties will survive the sale
      of the Shares and issuance of the Warrant to Subscriber, as well as any
      investigation made by any party relying on same.




(r)  Except
      as
      Subscriber shall have clearly and expressly disclosed to the Company, Subscriber
      has not authorized any underwriter, broker, dealer, agent or finder to act
      on
      Subscriber’s behalf (nor does Subscriber have any knowledge of any broker,
      dealer, agent or finder purporting to act on Subscriber’s behalf) with respect
      to Subscriber’s purchase of the Shares or acquisition of the Warrant and
      Subscriber has not paid directly or indirectly any commission or similar
      remuneration with respect to such acquisition. Subscriber hereby agrees to
      indemnify and hold harmless the Company and its directors, officers and agents
      from and against any cost, expense, claim, liability or damage arising out
      of or
      resulting from a breach of such representation and warranty.





3.  General
      Provisions .





(a)  This
      Agreement will be governed by and construed in accordance with the substantive
      laws of the State of Delaware without regard to rules thereof relating to
      conflicts of laws.





(b)  This
      Agreement and the Transaction Documents together constitute the entire agreement
      between the parties with respect to the subject matter hereof and thereof and
      supersede any prior subscription agreement for Shares executed by Subscriber.
      This Agreement may be amended only by a writing executed by the
      parties.





(c)  The
      Shares and the Warrant (and any Warrant Shares issuable upon exercise thereof)
      will be assigned or transferred only in accordance with applicable law and
      the
      terms of this Agreement and the Transaction Documents.





(d)  This
      Agreement will survive Subscriber’s death or dissolution and will be binding
      upon Subscriber’s successors, heirs, assignees, representatives and
      distributees.





*(Signatures
      appear on next page.)*





*   *   *   *   *   *


5





**IN
      WITNESS WHEREOF** ,
      Subscriber has hereby executed this Agreement as of the date set forth
      above.


**SUBSCRIBER**:If
                an Individual:
            If
                an Entity:Name
                of Entity: ____________________________________________By:Name:
            Name:*(Please
                print)*
            Title:


Mailing
                Address:




E-Mail
      Address: __________________________________





Social
      Security Number/U.S. Employer Identification Number:
      __________________________________





Number
      of
      Shares for which Subscription is tendered:
      __________________________________





Purchase
      Price: __________________________________





Aggregate
      Consideration: __________________________________





Warrants
      Issued: __________________________________




**ACCEPTED** :





AskMeNow,
      Inc.,


a
      Delaware corporation





By:Name:Title:Date
                of
                Acceptance: __________________________________




6




**EXHIBIT
      A**





Confidential
      Investor Questionnaire





The
      undersigned represents and warrants that he, she or it comes within one of
      the
      categories marked below, and that for any category marked, he, she or it has
      truthfully set forth the factual basis or reason the undersigned comes within
      that category. ALL INFORMATION IN RESPONSE TO THIS QUESTIONNAIRE WILL BE KEPT
      STRICTLY CONFIDENTIAL. The undersigned agrees to furnish such additional
      information as is reasonably necessary in order to verify the answers set forth
      below.





Please
      mark next to each applicable paragraph:





_____  a.  The
      undersigned is an individual (not a partnership, corporation, etc.) whose
      individual net worth, or joint net worth with his or her spouse, presently
      exceeds $1,000,000.





Explanation .
      In
      calculating net worth, you may include equity in personal property and real
      estate, including your principal residence, cash, short-term investments, stock
      and securities. Equity in personal property and real estate should be based
      on
      the appraised fair market value of such property, *less* debt
      secured by such property.





_____  b.  The
      undersigned is an individual (not a partnership, corporation, etc.) who had
      an
      income in excess of $200,000 in each of the two most recent years, or joint
      income with his or her spouse in excess of $300,000 in each of those years
      (in
      each case including foreign income, tax exempt income and the full amount of
      capital gains and losses, but excluding any income of other family members
      and
      any unrealized capital appreciation), and has a reasonable expectation of
      reaching the same income level in the current year.





_____  c.  The
      undersigned is a director or executive officer of AskMeNow, Inc. or a subsidiary
      thereof.





_____  d.  The
      undersigned is (i) a bank or a savings and loan association, (ii) a registered
      broker dealer, (iii) an insurance company, (iv) a registered investment company
      or business development company, (v) a licensed small business investment
      company, (vi) a plan established and maintained by a state, its political
      subdivisions, or any agency or instrumentality of a state or its political
      subdivisions (or any agency or instrumentality thereof), for the benefit of
      its
      employees, if such plan has total assets in excess of $5,000,000, or (vii)
      an
      employee benefit plan within the meaning of Title I of ERISA, and (1) the
      investment decision is made by a plan fiduciary which is either a bank, savings
      and loan association, insurance company or registered investment adviser or
      (2)
      the plan has total assets in excess of $5,000,000 or is a self-directed plan
      with investment decisions made solely by persons that are accredited
      investors.





Describe
      entity.




________________________________________________________





________________________________________________________




7




_____  e.  The
      undersigned is a private business development company as defined in Section
      202(a)(22) of the Investment Advisers Act of 1940, as amended.





Describe
      entity.




_________________________________________________________





_________________________________________________________





_____  f.  The
      undersigned is a corporation, partnership, business trust or non-profit
      organization within the meaning of Section 501(c)(3) of the Internal Revenue
      Code, as amended, in each case not formed for the specific purpose of
      potentially making an investment in connection herewith and with total assets
      in
      excess of $5,000,000.





Describe
      entity.




__________________________________________________________




__________________________________________________________





_____  g.  The
      undersigned is a trust (not formed for the specific purpose of potentially
      making an investment in connection herewith) with total assets in excess of
      $5,000,000, where the purchase is directed by a person with the knowledge and
      experience in financial and business matters to capably evaluate the merits
      and
      risks of the prospective investment, as set forth in Rule 506(b)(2)(ii)
      promulgated under the Securities Act of 1933, as amended.





_____  h.  The
      undersigned is an entity all the equity owners of which are “accredited
      investors” within one or more of the above categories.





Describe
      entity.




__________________________________________________________





__________________________________________________________





_____  i.  The
      undersigned is not a “U.S. person” as defined in Rule 902 of Regulation S
      promulgated under the Securities Act of 1933, as amended.





Explanation .
      The
      Securities Act defines a U.S. person as (i) any natural person resident in
      the
      United States; (ii) any partnership or corporation organized or incorporated
      under the laws of the United States; (iii) any estate of which any executor
      or
      administrator is a U.S. person; (iv) any trust of which any trustee is a U.S.
      person; (v) any agency or branch of a foreign entity located in the United
      States; (vi) any non-discretionary account or similar account (other than an
      estate or trust) held by a dealer or other fiduciary for the benefit or account
      of a U.S. person; (vii) any discretionary account or similar account (other
      than
      an estate or trust) held by a dealer or other fiduciary organized, incorporated
      or (if an individual) resident in the United States; and (viii) any partnership
      or corporation if (A) organized or incorporated under the laws of any foreign
      jurisdiction and (B) formed by a U.S. person principally for the purpose of
      investing in securities not registered under the Securities Act, unless it
      is
      organized or incorporated, and owned, by accredited investors who are not
      natural persons, estate or trusts.




*  *  *




8




The
      undersigned is aware of the significance of the foregoing representations.
      The
      undersigned is also aware that the above representations made by him, her or
      it
      will be relied upon in connection with any investment made in AskMeNow, Inc.
      pursuant to the accompanying document or documents.


Date:
                _______________________
            
            
            *Signature**Print
                name*Address:




9