**THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE
      SOLD, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED** **UNLESS
      AND UNTIL REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
      OR
      UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
      THAT SUCH REGISTRATION IS NOT REQUIRED.**




**2008-_____**


**WARRANT
      TO PURCHASE SHARES**


**OF
      THE COMMON STOCK OF**





**ASKMENOW,
      INC.**





**(Void
      after Expiration Date - ____________, 2013)**





Issue
      Date: __________, 2008





This
      certifies that ___________________, a __________________ with a principal
      business address of ___________________  (or
      any
      valid transferee thereof, the “ Holder ”),
      for
      value received, shall be entitled to purchase from AskMeNow, Inc., a Delaware
      corporation having its principal place of business at 26 Executive Park, Suite
      250, Irvine, California 92614 (together with its successors and assigns, the
      “ Company ”),
      subject to the terms and conditions set forth herein, _________________ (#)
      fully paid and non-assessable shares of the Company’s common stock, par value
      $.01 per share (“ Common
      Stock ”),
      at a
      price equal to $.10 per share, at any time and from time to time commencing
      as
      of the issue date set forth above (the “ Issue
      Date ”)
      and
      continuing up to and including 12:00 p.m. (California time) on ___________,
      2013
      (“ Expiration
      Date ”); provided , however ,
      if such
      date is not a Business Day, then on the Business Day immediately following
      such
      date. The shares purchasable upon exercise of this Warrant, and the purchase
      price per share, each as adjusted from time to time pursuant to the provisions
      of this Warrant, are hereinafter sometimes referred to as the “ Warrant
      Shares ”
and
      the
“ Exercise
      Price ,”
      respectively.




This
      Warrant is being issued to the Holder in connection with the Company’s
      $1,000,000 offering (the “ Offering ”)
      of up
      to 1,000,000 shares of Series D Convertible Preferred Stock, $.01 par value,
      of
      the Company (the “ Series
      D Stock ”)
      that
      are automatically convertible into shares of the Company’s Common Stock upon the
      earlier to occur of the six month anniversary of the date of the final sale
      of
      shares of Series D Stock in the Offering (the “ Closing
      Date ”)
      or a
      Change of Control Transaction (as such term is defined in the Certificate of
      Designations, Preferences, Privileges, Powers and Rights for the Series D
      Stock). This Warrant is one of several that will be issued in the Offering,
      all
      identical except for names and amounts. An aggregate of 2,000,000 warrants
      will
      be issued by the Company if the full $1,000,000 Offering is completed. Such
      warrants are being issued on the basis of two (2) warrants for every one (1)
      dollar invested.









1.  Exercise;
      Issuance of Certificates; Payment for Shares .




1.  Mechanics
      of Exercise .
      This
      Warrant is exercisable, in whole at any time or in part from time to time,
      commencing on the Issue Date and prior to 12:00 P.M. (California time) on the
      Expiration Date, upon the surrender to the Company at its principal place of
      business (or at such other location as the Company may advise the Holder in
      writing) of this Warrant properly endorsed and delivery of an exercise notice
      in
      substantially the form attached hereto as *Schedule
      A* duly
      completed and signed, accompanied by payment in full of the aggregate Exercise
      Price for the number of Warrant Shares for which this Warrant is being exercised
      as determined in accordance with the provisions hereof. Payment shall be made
      by
      cash, certified or bank check or wire transfer of immediately available funds
      to
      the Company. This Warrant is exercisable in whole or in part, in increments
      of
      5,000 shares, and in no event shall any exercise hereof be for fewer than 5,000
      Warrant Shares unless fewer than 5,000 Warrant Shares are then purchasable
      under
      this Warrant. In
      the
      case of the exercise for less than all of the Warrant Shares represented by
      this
      Warrant, the Company shall cancel this Warrant certificate upon the surrender
      hereof and shall execute and deliver a new Warrant certificate or certificates
      of like tenor for the balance of the Warrant Shares for which this Warrant
      has
      not yet been exercised. The
      Company agrees that the shares of Common Stock purchased under this Warrant
      shall be deemed to be issued to the Holder hereof, and the Holder deemed to
      be
      the record owner of such shares, as of immediately prior to the close of
      business on the date on which the exercise notice attached hereto as *Schedule
      A* is
      delivered, and this Warrant surrendered, to the Company as provided herein
      (such
      date, the “ Exercise
      Date ”).
      Certificates for the shares of Common Stock purchased upon exercise, together
      with any other securities or property to which the Holder is entitled upon
      such
      exercise, shall be delivered to the Holder by the Company at the Company’s
      expense within a reasonable time after the rights represented by this Warrant
      have been so exercised, and in any event within 10 business days of the Exercise
      Date. Each Common Stock certificate so delivered shall be in such denominations
      as may be requested by the Holder hereof and shall be registered on the
      Company’s books in the name designated by such Holder.





1.2  Shares
      to be Fully Paid; Reservation of Shares . The
      Company covenants and agrees that all shares of Common Stock which may be issued
      upon the exercise of the rights represented by this Warrant will, upon issuance,
      be duly authorized, validly issued, fully paid and nonassessable and free from
      all preemptive rights of any shareholder and free of all taxes, liens and
      charges with respect to the issue thereof. The Company further covenants and
      agrees that, during the period within which the rights represented by this
      Warrant may be exercised, the Company will at all times have authorized and
      reserved, for the purpose of issue or transfer upon exercise of the subscription
      rights evidenced by this Warrant, a sufficient number of shares of authorized
      but unissued Common Stock when and as required to provide for the exercise
      of
      the rights represented by this Warrant. The Company will take all such action
      as
      may be reasonably necessary to assure that such shares of Common Stock may
      be
      issued as provided herein without violation of any applicable law or regulation,
      or of any requirements of any domestic securities exchange upon which the Common
      Stock or other securities may be listed; provided , however ,
      that
      the Company shall not be required to effect a registration under federal or
      state securities laws with respect to any exercise hereunder.




2




2.  Determination
      or Adjustment of Exercise Price and Number of Shares .
      The
      Exercise Price and the number of Warrant Shares purchasable upon the exercise
      of
      this Warrant shall be subject to adjustment from time to time upon the
      occurrence of certain events described in this Section 2. Upon each adjustment
      of the Exercise Price, the Holder of this Warrant shall thereafter be entitled
      to purchase, at the Exercise Price resulting from such adjustment, the number
      of
      shares obtained by multiplying the Exercise Price in effect immediately prior
      to
      such adjustment by the number of shares purchasable pursuant hereto immediately
      prior to such adjustment, and dividing the product thereof by the Exercise
      Price
      resulting from such adjustment.




2.1  Subdivision
      or Combination of Common Stock .
      If at
      any time after the Issue Date hereof and prior to the exercise or Expiration
      Date hereof the Company shall subdivide or reclassify its outstanding shares
      of
      Common Stock into a greater number of shares, the Exercise Price in effect
      immediately prior to such subdivision shall be proportionately reduced, and
      conversely, in case the outstanding shares of Common Stock of the Company shall
      be combined or reclassified into a smaller number of shares, the Exercise Price
      in effect immediately prior to such combination shall be proportionately
      increased. Any adjustment under this Subsection 2.1 shall become effective
      at
      the close of business on the date the subdivision or combination becomes
      effective.




2.2  Dividends
      in Common Stock or Other Stock or Securities .
      If at
      any time or from time to time after the Issue Date hereof and prior to the
      exercise or Expiration Date hereof the holders of Common Stock (or any shares
      of
      stock or other securities at the time receivable upon the exercise of this
      Warrant) shall have received or become entitled to receive, without payment
      therefor, shares of Common Stock or any shares of capital stock or other
      securities which are at any time directly or indirectly convertible into or
      exchangeable for Common Stock, or any rights or options to subscribe for,
      purchase or otherwise acquire any of the foregoing by way of dividend or other
      distribution, then and in each such case, the Holder shall, upon the exercise
      of
      this Warrant, be entitled to receive, in addition to the number of shares of
      Common Stock or other capital stock receivable thereupon, and without payment
      of
      any additional consideration therefor, the amount of stock and other securities
      which such Holder would hold on the date of such exercise had the Holder been
      the holder of record of such Common Stock as of the date on which holders of
      Common Stock received or became entitled to receive such shares or all other
      additional stock and other securities.




2.3  Reorganization,
      Reclassification, Consolidation, Merger or Sale .
      If at
      any time after the Issue Date hereof and prior to the exercise or Expiration
      Date hereof  any
      recapitalization, reclassification or reorganization of the capital stock of
      the
      Company, or any consolidation or merger of the Company with another corporation,
      or the sale of all or substantially all of its assets or other transaction
      shall
      be effected in such a way that holders of Common Stock shall be entitled to
      receive stock, securities, or other assets or property (an “ Organic
      Change ”),
      then,
      as a condition of such Organic Change, lawful and adequate provisions shall
      be
      made by the Company whereby the Holder hereof shall thereafter have the right,
      upon exercise of this Warrant, to purchase and receive (in lieu of the shares
      of the Common Stock of the Company immediately theretofore purchasable and
      receivable upon the exercise of the rights represented by this Warrant) such
      shares of stock, securities or other assets or property as may be issued or
      payable with respect to or in exchange for a number of outstanding shares of
      such Common Stock equal to the number of shares of such stock immediately
      theretofore purchasable and receivable upon the exercise of the rights
      represented by this Warrant. In the event of any Organic Change, appropriate
      provision shall be made by the Company with respect to the rights and interests
      of the Holder of this Warrant to the end that the provisions hereof (including,
      without limitation, provisions for adjustments of the Exercise Price and of
      the
      number of shares purchasable and receivable upon the exercise of this Warrant)
      shall thereafter be applicable, in relation to any shares of stock, securities
      or assets thereafter deliverable upon the exercise hereof.




3





2.4  No
      Adjustments in Certain Cases .
      No
      adjustment in the number of Warrant Shares purchasable pursuant to this Warrant
      shall be required unless the adjustment would require an increase or decrease
      of
      at least one percent (1.0%) in the number of Warrant Shares then purchasable
      upon the exercise of this Warrant. Except as provided in this Section 2, no
      other adjustments in the number, kind or price of shares constituting Warrant
      Shares shall be made during the term, or upon the exercise, of this Warrant.
      Further, no adjustments shall be made pursuant to this Section 2 hereof in
      connection with the grant or exercise of presently authorized or outstanding
      options to purchase, or the issuance of shares of Common Stock under, the
      Company’s director or employee benefit, option and incentive plans.




3.  Issue
      Tax . **** The
      issuance of certificates for shares of Common Stock issuable upon the exercise
      of this Warrant shall be made without charge to the Holder for any issue tax
      (other than any applicable income taxes) in respect thereof; provided , however ,
      that
      the Company shall not be required to pay any tax which may be payable in respect
      of any transfer of this Warrant or any Warrant Shares.





4.  No
      Voting or Dividend Rights; Limitation of Liability .
      Nothing
      contained in this Warrant shall be construed as conferring upon the Holder
      hereof the right to vote, give consent or receive notices as a shareholder
      of
      the Company. No dividends or interest shall be payable or accrued in respect
      of
      this Warrant, the interest represented hereby, or the shares purchasable
      hereunder until, and only to the extent that, this Warrant shall have been
      exercised. No provisions hereof, in the absence of affirmative action by the
      Holder to purchase shares of Common Stock, and no mere enumeration herein of
      the
      rights or privileges of the Holder hereof, shall give rise to any liability
      of
      such Holder for the Exercise Price or as a shareholder of the Company, whether
      such liability is asserted by the Company or by its creditors.





5.  Representations
      and Covenants of the Holder .
      This
      Warrant has been entered into by the Company in reliance upon the following
      representations and covenants of the Holder:





5.1  Investment
      Purpose .
      This
      Warrant and, if exercised, the Warrant Shares issuable upon exercise of this
      Warrant, will be acquired for the Holder’s own account for investment only and
      not with a view to the sale or distribution of any part hereof or thereof,
      and
      the Holder has no present intention of selling or engaging in any public
      distribution of the same except pursuant to a registration or exemption
      therefrom under the Securities Act of 1933, as amended (the “ Act ”).





5.2  Private
      Issue .
      The
      Holder understands that (a) this Warrant and the Warrant Shares issuable upon
      exercise of this Warrant are not registered under the Act or qualified under
      applicable state securities laws on the ground that the issuance contemplated
      by
      this Warrant will be exempt from the registration and qualifications
      requirements thereof, and (b) that the Company’s reliance on such exemption is
      predicated on the representations set forth in this Section 5.




4





5.3  Disposition
      of Holder’s Rights .
      In no
      event will the Holder make a disposition of this Warrant or the Warrant Shares
      issuable upon exercise of this Warrant unless and until (a) the Holder shall
      have notified the Company of the proposed disposition, and (b) if requested
      by
      the Company, the Holder shall have furnished the Company with an opinion of
      counsel (which counsel may either be inside or outside counsel to the Holder)
      satisfactory to the Company and its counsel to the effect that (i) appropriate
      action necessary for compliance with the Act has been taken, or (ii) an
      exemption from the registration requirements of the Act is available.
      Notwithstanding the foregoing, the restrictions imposed upon the transferability
      of any of its rights to acquire Common Stock issuable on the exercise of such
      rights do not apply to transfers from the beneficial owner of any of the
      aforementioned securities to its nominee or from such nominee to its beneficial
      owner, and shall terminate as to any particular share of stock when (1) such
      security shall have been effectively registered under the Act and sold by the
      Holder thereof in accordance with such registration or (2) such security shall
      have been sold without registration in compliance with Rule 144 under the Act,
      or (3) a letter shall have been issued to the Holder at its request by the
      staff
      of the Securities and Exchange Commission or a ruling shall have been issued
      to
      the Holder at its request by such Commission stating that no action shall be
      recommended by such staff or taken by such Commission, as the case may be,
      if
      such security is transferred without registration under the Act in accordance
      with the conditions set forth in such letter or ruling and such letter or ruling
      specifies that no subsequent restrictions on transfer are required. Whenever
      the
      restrictions imposed hereunder shall terminate, as hereinabove provided, the
      Holder or holder of a share of stock then outstanding as to which such
      restrictions have terminated shall be entitled to receive from the Company,
      without expense to such Holder, one or more new certificates for the Warrant
      or
      for such shares of stock not bearing any restrictive legend.





5.4  Financial
      Risk .
      The
      Holder has such knowledge and experience in financial and business matters
      as to
      be capable of evaluating the merits and risks of an investment in the Company,
      and has the ability to bear the economic risks of such investment.





5.5  Accredited
      Investor or Non-U.S. Person .
      The
      Holder is either an “accredited investor” within the meaning of Regulation D
      promulgated under the Act or not a “U.S. person” as defined in Rule 902 of
      Regulation S promulgated under the Act.





6.  Modification
      and Waiver .
      This
      Warrant and any provision hereof may be changed, waived, discharged or
      terminated only by an instrument in writing signed by the party against which
      enforcement of the same is sought.





7.  Transfer;
      Legends .





(a)  The
      Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant
      or the Warrant Shares, in whole or in part, so long as such sale or other
      disposition is made pursuant to an effective registration statement or an
      exemption from the registration requirements of the Act and applicable state
      securities laws and compliance with Section 5.3 above, and provided that no
      sale, transfer, pledge or other disposition may be made to a competitor, direct
      or indirect, of the Company at any time. Upon such transfer or other disposition
      (other than a pledge), the Holder shall deliver this Warrant to the Company
      together with a written notice to the Company, substantially in the form of
      the
      transfer notice attached hereto as *Schedule
      B* ,
      indicating the person or persons to whom this Warrant shall be transferred
      and,
      if less than all of this Warrant is transferred, the number of Warrant Shares
      to
      be covered by the part of this Warrant to be transferred to each such person.
      Within ten (10) business days of receiving a transfer notice and the original
      of
      this Warrant, the Company shall deliver to the each transferee designated by
      the
      Holder another Warrant(s) of like tenor and terms for the appropriate number
      of
      Warrant Shares and, if less than all this Warrant is transferred, shall deliver
      to the Holder another Warrant for the remaining number of Warrant Shares not
      so
      transferred. Until this Warrant is transferred on the books of the Company
      (with
      the Company’s consent), the Company may treat the person in whose name this
      Warrant is issued as the absolute
      owner hereof for all purposes, notwithstanding any notice to the
      contrary.




5





(b)  Each
      Warrant and certificate representing Warrant Shares shall bear a legend
      substantially in the following form:




“ THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE
      SOLD, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED UNLESS
      AND UNTIL REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
      OR
      UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
      THAT SUCH REGISTRATION IS NOT REQUIRED.”




The
      foregoing legend shall be removed from the certificates representing any Warrant
      Shares, at the request of the holder thereof, at such time as they become
      eligible for resale pursuant to Rule 144 under the Act.




8.  Notices . Any
      notice required or permitted hereunder shall be given in writing (unless
      otherwise specified herein) and shall be deemed effectively given upon (a)
      personal delivery, against written receipt thereof, (b) delivery via facsimile
      with written confirmation, (c) one business day after deposit with Federal
      Express or another nationally recognized overnight courier service, or (d)
      five
      business days after being mailed, postage paid, via certified or registered
      mail, return receipt requested, addressed to each of the other parties thereunto
      entitled, at the addresses set forth on in the introductory paragraph hereof
      or
      at such other addresses as a party may designate by 10 days advance written
      notice.





9.  Binding
      Effect . This
      Warrant shall be binding upon and inure to the benefit of the parties hereto
      and
      their respective heirs, personal representatives, successors and permitted
      assigns.





10.  Descriptive
      Headings and Governing Law .
      The
      description headings of the several sections and paragraphs of this Warrant
      are
      inserted for convenience only and do not constitute a part of this Warrant.
      This
      Warrant shall be construed and enforced in accordance with, and the rights
      of
      the parties shall be governed by the laws of the State of Delaware.




6





11.  Lost
      Warrants .
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction, or mutilation of this Warrant and, in the case of any such loss,
      theft or destruction, upon receipt of an indemnity agreement or bond reasonably
      satisfactory to the Company, or in the case of any such mutilation upon
      surrender and cancellation of this Warrant, the Company, at its expense, will
      make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen,
      destroyed or mutilated Warrant.





12.  Fractional
      Shares .
      No
      fractional shares shall be issued upon exercise of this Warrant. The Company
      shall , in
      lieu
      of issuing any fractional share, pay the Holder entitled to such fraction a
      sum
      in cash equal to such fraction multiplied by the then-effective Market
      Price.





13.  Redemption .
      The
      Company may, at any time subsequent to the earlier of the third anniversary
      of
      the Closing Date and the date the Common Stock trades at or above $1.00 per
      share for twenty (20) consecutive trading days, redeem this Warrant in whole
      or
      in part at a price of $0.01 per share (the “ Redemption
      Price ”).
      The
      Company may exercise such redemption right by written notice thereof delivered
      to the Holder in accordance with Section 8 above, which notice shall indicate
      the portion of this Warrant the Company is electing to redeem. No later than
      ten
      (10) business days following delivery of such exercise notice, the Holder
      shall  surrender
      to the Company at its principal place of business (or at such other location
      as
      the Company may advise the Holder in writing) this Warrant for redemption.
      The
      Company shall thereafter promptly remit payment to the Holder in full of the
      aggregate Redemption Price for the number of Warrant Shares for which this
      Warrant is being redeemed. Payment shall be made by cash, certified or bank
      check or wire transfer of immediately available funds. In
      the
      case of the redemption for less than all of the Warrant Shares represented
      by
      this Warrant, the Company shall cancel this Warrant certificate upon the
      surrender hereof and shall execute and deliver a new Warrant certificate or
      certificates of like tenor for the balance of the Warrant Shares for which
      this
      Warrant has not yet been redeemed.


7


**In
      Witness Whereof,** the
      Company has caused this Warrant to be duly executed by its officers, thereunto
      duly authorized this ______ day of ____________, 2008.




**AskMeNow,
                Inc.,**
              a
                Delaware corporationBy:Name:
              Darryl CohenTitle:
              President and CEOAddress:
              AskMeNow,
                Inc.
              26
                Executive Park, Suite 250
              Irvine,
                CA 92614
              Phone:(949)
                861-2590
              Fax:
                (949) 861-2591
              E-mail:dcohen@askmenow.com




8




**SCHEDULE
      A**




**EXERCISE
      NOTICE**




Date:
      _________________, _______




AskMeNow,
      Inc.


Attn:
      Chief Executive Officer




Ladies
      and Gentlemen:




The
      undersigned hereby elects to exercise the Warrant issued to it by AskMeNow,
      Inc.
      (“ Company ”)
      dated
      ___________ __, 2008 (Warrant No. _____), which Warrant shall be surrendered
      herewith, and pursuant to the terms thereof hereby elects to exercise rights
      represented by said Warrant for, and to purchase thereunder, __________________
      shares of the Company’s Common Stock covered by said Warrant, at an Exercise
      Price of $____ per share, and tenders herewith payment of the purchase price
      in
      full for such shares of $_________, by cash, through the delivery of a certified
      or official bank check, or wire transfer or immediately available
      funds.




The
      undersigned hereby requests that certificates for such shares (or any other
      securities or other property issuable upon such exercise) be issued in the
      name
      of and delivered to the undersigned at the address set forth below, or as
      otherwise set forth below.




Very
                truly yours,Name:
              Address:





**SCHEDULE
      B**




**TRANSFER
      NOTICE**





To
      Be
      Executed by the Holder


in
      Order
      to Assign Warrants





FOR
      VALUE
      RECEIVED, ________________________________________ hereby sells, assigns and
      transfers all of the rights of the undersigned under the attached Warrant (No.
      ____) with respect to the number of shares of Common Stock of AskMeNow, Inc.
      covered thereby set forth below, unto:




Name
                of Assignee
            
            Address
            
            No.
                of Shares




The
      undersigned hereby irrevocably constitutes and appoints the Chief Executive
      Officer of the Company as the undersigned’s attorney to transfer this Warrant
      certificate on the books of the Company, with full power of substitution in
      the
      premises.




Dated:
      _____________________ Signature:
      _____________________________




Signature
      Guaranteed:




By:
      _______________________




The
      signature should be guaranteed by an eligible guarantor institution (banks,
      stockbrokers, savings and loan associations and credit unions with membership
      in
      an approved signature guarantee medallion program) pursuant to Rule 17A
      under the Securities Exchange Act of 1934, as amended.