THESE  SECURITIES  AND THE  UNDERLYING  SHARES  OF  COMMON  STOCK  HAVE NOT BEEN
REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE  SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION  FROM  REGISTRATION  UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
MAY  NOT BE  OFFERED  OR  SOLD  EXCEPT  PURSUANT  TO AN  EFFECTIVE  REGISTRATION
STATEMENT  UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE  EXEMPTION FROM,
OR IN A  TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION  REQUIREMENTS  OF THE
SECURITIES  ACT AND IN  ACCORDANCE  WITH  APPLICABLE  STATE  SECURITIES  LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE  TRANSFEROR  TO SUCH EFFECT,  THE
SUBSTANCE  OF  WHICH  SHALL  BE  REASONABLY  ACCEPTABLE  TO THE  COMPANY.  THESE
SECURITIES  MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN ACCOUNT WITH A
REGISTERED  BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL  INSTITUTION THAT IS AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.

                          COMMON STOCK PURCHASE WARRANT

                   To Purchase [XX] Shares of Common Stock of

                                 ROOMLINX, INC.

                  THIS COMMON STOCK PURCHASE  WARRANT  CERTIFIES that, for value
received,  [__________] (the "Holder"),  is entitled, upon the terms and subject
to the limitations on exercise and the conditions  hereinafter set forth, at any
time on or after the date hereof (the "Initial  Exercise  Date") and on or prior
to the close of business on the fifth  anniversary of the Initial  Exercise Date
(the "Termination Date") but not thereafter,  to subscribe for and purchase from
RoomLinX,  Inc., a Nevada  corporation (the  "Company"),  up to [XX] shares (the
"Warrant  Shares") of Common  Stock,  par value $.001 per share,  of the Company
(the  "Common  Stock").  The  purchase  price of one share of Common  Stock (the
"Exercise  Price")  under this Warrant  shall be $0.075,  subject to  adjustment
hereunder.  The  Exercise  Price and the number of Warrant  Shares for which the
Warrant is  exercisable  shall be  subject to  adjustment  as  provided  herein.
Capitalized  terms used and not otherwise defined herein shall have the meanings
set forth in the Securities Purchase Agreement (the "Purchase Agreement"), dated
March 2, 2005, by and between the Company and the original holder hereof.

<PAGE>

         1.  Title to  Warrant.  Prior to the  Termination  Date and  subject to
compliance with applicable laws and Section 7 of this Warrant,  this Warrant and
all rights  hereunder  are  transferable,  in whole or in part, at the office or
agency of the  Company by the Holder in person or by duly  authorized  attorney,
upon surrender of this Warrant  together with the Assignment Form annexed hereto
properly  endorsed.  The transferee shall sign an investment  letter in form and
substance reasonably satisfactory to the Company.

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

         3. Exercise of Warrant.

                  (a) Except as  provided  in Section 4 herein,  exercise of the
         purchase rights  represented by this Warrant may be made at any time or
         times on or after  the  Initial  Exercise  Date  and on or  before  the
         Termination  Date by the  surrender  of this  Warrant and the Notice of
         Exercise  Form  annexed  hereto  duly  executed,  at the  office of the
         Company  (or such  other  office  or agency  of the  Company  as it may
         designate by notice in writing to the registered  Holder at the address
         of such Holder  appearing on the books of the Company) and upon payment
         of the Exercise Price of the shares thereby  purchased by wire transfer
         or  cashier's  check  drawn  on a United  States  bank or by means of a
         cashless  exercise  pursuant  to  Section  3(c),  the  Holder  shall be
         entitled to receive a certificate  for the number of Warrant  Shares so
         purchased.   Certificates  for  shares  purchased  hereunder  shall  be
         delivered to the Holder within three (3) trading days after the date on
         which this Warrant shall have been exercised as aforesaid. This Warrant
         shall  be  deemed  to have  been  exercised  and  such  certificate  or
         certificates  shall be deemed to have been  issued,  and  Holder or any
         other person so  designated to be named therein shall be deemed to have
         become a holder of record of such  shares for all  purposes,  as of the
         date the  Warrant has been  exercised  by payment to the Company of the
         Exercise Price and all taxes required to be paid by the Holder, if any,
         pursuant to Section 5 prior to the issuance of such  shares,  have been
         paid. If the Company  fails to deliver to the Holder a  certificate  or
         certificates  representing  the Warrant Shares pursuant to this Section
         3(a) by the third  trading  day after  the date of  exercise,  then the
         Holder will have the right to rescind such exercise.

                  (b) If this Warrant  shall have been  exercised  in part,  the
         Company  shall,   at  the  time  of  delivery  of  the  certificate  or
         certificates  representing  Warrant Shares,  provided that this Warrant
         has been  surrendered  to the Company,  deliver to Holder a new Warrant
         evidencing  the rights of Holder to purchase  the  unpurchased  Warrant
         Shares called for by this Warrant, which new Warrant shall in all other
         respects be identical with this Warrant.

                  (c) At any  time  following  the  date  of  issuance  of  this
         Warrant,  this Warrant may also be exercised,  at any time prior to the
         Termination Date, by means of a "cashless exercise" in which the Holder


                                      -2-
<PAGE>

         shall be  entitled to receive a  certificate  for the number of Warrant
         Shares equal to the quotient  obtained by dividing  [(A-B) (X)] by (A),
         where:

             (A)  =  the closing  bid price on the trading day  preceding
                     the date of such election;

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

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

                  (d) If at any time following the Initial Exercise Date (a) the
         Company's Common Stock is then publicly traded, (b) the VWAP for any 15
         consecutive  trading days is at least $0.60  (subject to  adjustment in
         connection  with any forward or reverse  stock split,  stock  dividend,
         merger,  reorganization or similar event) (the "Warrant Forced Exercise
         Triggering  Period")  and  (c)  there  is  an  effective   registration
         statement  covering the resale of the Warrant Shares, the Company shall
         be entitled to force the Holder to exercise this  Warrant,  in whole or
         in part, at the then effective Exercise Price. In the event the Company
         elects to force exercise of this Warrant, the Company shall provide the
         Holder with notice of such forced exercise within 5 days after the last
         day of the Warrant  Forced  Exercise  Triggering  Period  (the  "Forced
         Exercise  Notice").  The Forced  Exercise  Notice  shall be sent to the
         Holder in  accordance  with the terms  set forth in  Section  17(d) and
         shall set forth the date on which the forced exercise shall occur, such
         date to be no less  than 30 days from the date of the  Forced  Exercise
         Notice (the "Forced Exercise Date"). Prior to the Forced Exercise Date,
         the Holder shall have the right to exercise  this Warrant in accordance
         with the terms  hereof.  Upon the Forced  Exercise  Date,  all Warrants
         noticed for forced exercise that have not theretofore been exercised by
         the  Holder  shall,  upon  payment  of  the  aggregate  exercise  price
         therefor, be exercised and the Company shall issued Warrant Shares upon
         payment of the exercise price therefor.

                  As  used  herein,  "VWAP"  means,  for  any  date,  the  price
         determined by the first of the following  clauses that applies:  (a) if
         the  Common  Stock is then  listed or quoted on a trading  market,  the
         daily volume  weighted  average price of the Common Stock for such date
         (or the  nearest  preceding  date) on the  trading  market on which the
         Common  Stock  is then  listed  or  quoted  as  reported  by  Bloomberg
         Financial L.P.  (based on a trading day from 9:30 a.m.  Eastern Time to
         4:02 p.m.  Eastern Time); (b) if the Common Stock is not then listed or
         quoted on a trading  market and if prices for the Common Stock are then
         quoted on the OTC Bulletin Board,  the volume weighted average price of
         the Common Stock for such date (or the nearest  preceding  date) on the
         OTC  Bulletin  Board;  (c) if the  Common  Stock is not then  listed or
         quoted on the OTC Bulletin Board and if prices for the Common Stock are
         then  reported in the "Pink Sheets"  published by the Pink Sheets,  LLC
         (or a similar  organization  or agency  succeeding  to its functions of
         reporting  prices),  the most  recent bid price per share of the Common
         Stock so reported;  or (d) in all other cases, the fair market value of
         a share of  Common  Stock as  determined  by an  independent  appraiser
         selected in good faith by the  Investors and  reasonably  acceptable to
         the Company.


                                      -3-
<PAGE>

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

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

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

         7. Transfer, Division and Combination.

                  (a) Subject to compliance with any applicable  securities laws
         and the  conditions  set  forth in  Sections  1 and 7(e)  hereof,  this
         Warrant and all rights hereunder are transferable, in whole or in part,
         upon surrender of this Warrant at the principal  office of the Company,
         together with a written assignment of this Warrant substantially in the
         form  attached  hereto  duly  executed  by the  Holder  or its agent or
         attorney and funds  sufficient  to pay any transfer  taxes payable upon
         the making of such transfer. Upon such surrender and, if required, such
         payment,  the  Company  shall  execute  and  deliver a new  Warrant  or
         Warrants  in  the  name  of  the  assignee  or  assignees  and  in  the
         denomination   or   denominations   specified  in  such  instrument  of
         assignment,  and shall issue to the  assignor a new Warrant  evidencing
         the portion of this  Warrant not so assigned,  and this  Warrant  shall
         promptly  be  cancelled.  A  Warrant,  if  properly  assigned,  may  be
         exercised  by a new holder for the purchase of Warrant  Shares  without
         having a new Warrant issued.

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

                  (c) The Company  shall  prepare,  issue and deliver at its own
         expense  (other than transfer  taxes) the new Warrant or Warrants under
         this Section 7.

                  (d) The Company agrees to maintain,  at its aforesaid  office,
         books for the  registration  and the  registration  of  transfer of the
         Warrants.


                                      -4-
<PAGE>

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

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

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

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

         11. Adjustments of Exercise Price and Number of Warrant Shares. (a) The
number and kind of securities  purchasable upon the exercise of this Warrant and
the  Exercise  Price shall be subject to  adjustment  from time to time upon the
happening of any of the following.  In case the Company shall (i) pay a dividend
in shares of Common  Stock or make a  distribution  in shares of Common Stock to
holders of its outstanding  Common Stock, (ii) subdivide its outstanding  shares
of Common Stock into a greater number of shares,  (iii) combine its  outstanding
shares of Common Stock into a smaller number of shares of Common Stock,  or (iv)
issue any shares of its capital stock in a reclassification of the Common Stock,
then in each such case the number of Warrant Shares purchasable upon exercise of
this  Warrant  immediately  prior  thereto  shall be adjusted so that the Holder
shall be  entitled  to receive  the kind and  number of Warrant  Shares or other
securities  of the  Company  which it would have owned or have been  entitled to
receive had such  Warrant  been  exercised  in advance  thereof.  Upon each such
adjustment of the kind and number of Warrant  Shares or other  securities of the
Company which are purchasable hereunder, the Holder shall thereafter be entitled
to purchase the number of Warrant Shares or other securities resulting from such
adjustment at an Exercise Price per Warrant Share or other security  obtained by


                                      -5-
<PAGE>

multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares  purchasable  pursuant hereto  immediately prior to
such adjustment and dividing by the number of Warrant Shares or other securities
of the Company  resulting from such  adjustment.  An adjustment made pursuant to
this paragraph shall become  effective  immediately  after the effective date of
such event retroactive to the record date, if any, for such event.

                  (b) If the Company at any time prior to the 60th day following
the  consummation  of a  subsequent  financing  by the  Company  with gross cash
proceeds of at least  $3,000,000 (the "Qualified  Offering")  shall issue, or be
deemed to have issued (a  "Triggering  Issuance"),  Additional  Shares of Common
Stock (as hereinafter  defined) without  consideration or for  consideration per
share of  Common  Stock  less  than  the then  applicable  Exercise  Price  (the
"Dilutive Price") in effect  immediately prior to such issuance,  then forthwith
upon the occurrence of any such event (the "Dilutive  Event") the Exercise Price
shall be reduced so that the Exercise Price in effect immediately  following the
Dilutive  Event will equal the  Dilutive  Price;  and in the event the  Dilutive
Event  shall  occur  at  any  time  on or  after  the  60th  day  following  the
consummation of a Qualified  Offering,  the Exercise Price shall be reduced to a
price  determined by  multiplying  the then  effective  Exercise Price in effect
immediately  following  the Dilutive  Event by a fraction of which the numerator
shall be the number of shares of Common Stock  outstanding  immediately prior to
the  Dilutive  Issuance  plus the  number of shares  of Common  Stock  which the
aggregate  offering price for such Dilutive  Issuance  (assuming  receipt by the
Company in full of all  consideration  payable  upon  exercise  of such  rights,
options or warrants) would purchase at the Exercise  Price,  and the denominator
of which  shall be the sum of the number of shares of Common  Stock  outstanding
immediately  prior to the Dilutive  Issuance plus the number of shares of Common
Stock so issued or issuable in connection with the Dilutive Issuance.  Upon each
adjustment  of the Exercise  Price  pursuant to the  provisions  of this Section
11(b),  the number of Warrant Shares  issuable upon the exercise of this Warrant
shall be adjusted to the nearest  full amount by  multiplying  a number equal to
the Exercise Price in effect  immediately prior to such adjustment by the number
of Warrant Shares  issuable upon exercise of the Warrants  immediately  prior to
such  adjustment  and dividing the product so obtained by the adjusted  Exercise
Price.

                  (c) As used herein:

                           "Additional  Shares of Common  Stock"  shall mean all
                           shares of Common  Stock issued or deemed to be issued
                           by the Company after the date hereof which  represent
                           a  Triggering  Issuance.  If the  Company  issues any
                           Options or  Convertible  Securities  (as  hereinafter
                           defined),  the  maximum  number  of  shares of Common
                           Stock  issuable  thereunder,  shall be  deemed  to be
                           Additional  Shares of Common  Stock  issued as of the
                           time of such issue, if the consideration per share of
                           such   Additional   Shares   of   Common   Stock  (as
                           hereinafter    determined)    is   less    than   the
                           then-applicable  Exercise  Price,  until such time as
                           such   Options  or   Convertible   Securities   shall
                           terminate or be  exercised  or converted  into Common
                           Stock, upon which time the number of shares of Common
                           Stock actually thereupon issued shall be deemed to be
                           Additional  Shares of Common Stock. The Company shall
                           be deemed to have issued the maximum number of shares
                           of Common Stock potentially underlying any Options or
                           Convertible    Securities.     Notwithstanding    the
                           foregoing,  no issuance or deemed issuance nor Common
                           Stock or options or warrants to purchase Common Stock
                           issued to (i) officers,  directors or employees of or


                                      -6-
<PAGE>

                           consultants   to   the   Company   pursuant   to  any
                           compensation  agreement,  plan or  arrangement or the
                           issuance  of Common  Stock upon the  exercise  of any
                           such options or warrants,  provided  such  securities
                           were issued prior to the date hereof or pursuant to a
                           stock  option plan that was  approved by the board of
                           directors  and  stockholders  of the  Company or were
                           assumed in a merger or other business  combination by
                           the  Company   (ii)  upon   conversion   of  existing
                           convertible  securities  outstanding  as of the  date
                           hereof;  (iii) upon exercise of outstanding  warrants
                           existing as of the date hereof or this  Warrant;  and
                           (iv) in connection with a business  acquisition where
                           the   stockholders  of  the  Company  prior  to  such
                           acquisition  own 50% or more of the  Common  Stock of
                           the  Company  following  such  acquisition,  or to an
                           institution or bank lender or licensor of tangible or
                           intangible   property  in  connection   with  a  loan
                           transaction   or   equipment   lease   or   licensing
                           transaction (provided that the primary purpose of any
                           such equipment lease or licensing  transaction is not
                           raising  capital),  shall be deemed the  issuance  of
                           Additional Shares of Common Stock.

                           "Options"  shall mean rights,  options or warrants to
                           subscribe for,  purchase or otherwise  acquire either
                           Common Stock or Convertible Securities.

                           "Convertible  Securities" shall mean any evidences of
                           indebtedness,  shares  (other than  Common  Stock) or
                           other securities  directly or indirectly  convertible
                           into or exchangeable for Common Stock.

         With respect to Options and Convertible Securities, "consideration" per
share of Additional Shares of Common Stock shall be determined by adding (x) the
aggregate  consideration  received upon  issuance of the Options or  Convertible
Securities  divided  by the number of shares  receivable  upon the  exercise  or
conversion thereof and (y) the minimum possible consideration per share received
or to be received per share upon the  exercise,  conversion  or exchange of such
Options or  Convertible  Securities  for shares of Common  Stock.  Common  Stock
outstanding  as of a given date  shall be the  number of shares of Common  Stock
(excluding treasury shares, if any) issued and outstanding.

                  (d) In  addition to the above  adjustments,  in the event that
there is an Event of Default (as defined in the  Debentures)  as a result of the
failure to pay amounts due under the Debenture for more than five (5) days after
such payment is due, the then effective  Exercise Price shall be reduced by 1.5%
per month of the Exercise Price in effect upon such Event of Default, until such
default is cured,  up to a maximum  reduction  of 20% of the  Exercise  Price in
effect upon such Event of Default.

         12.   Reorganization,   Reclassification,   Merger,   Consolidation  or
Disposition  of  Assets.  In case the  Company  shall  reorganize  its  capital,
reclassify  its  capital  stock,  consolidate  or  merge  with or  into  another
corporation  (where the Company is not the surviving  corporation or where there


                                      -7-
<PAGE>

is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business  to another  corporation  and,  pursuant to the terms of such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company,  then the Holder shall have the right thereafter to receive,  at
the option of the Holder, upon exercise of this Warrant, the number of shares of
common stock of the successor or acquiring  corporation or of the Company, if it
is the surviving corporation,  and Other Property receivable upon or as a result
of such reorganization,  reclassification,  merger, consolidation or disposition
of  assets by a Holder of the  number of shares of Common  Stock for which  this
Warrant is  exercisable  immediately  prior to such  event.  In case of any such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, the successor or acquiring corporation (if other than the Company) shall
expressly  assume the due and punctual  observance  and  performance of each and
every covenant and condition of this Warrant to be performed and observed by the
Company  and all the  obligations  and  liabilities  hereunder,  subject to such
modifications  as may be deemed  appropriate  (as  determined  in good  faith by
resolution  of the Board of  Directors  of the  Company) in order to provide for
adjustments of Warrant Shares for which this Warrant is exercisable  which shall
be as nearly  equivalent as practicable to the adjustments  provided for in this
Section 12. For purposes of this Section 12,  "common  stock of the successor or
acquiring  corporation"  shall  include stock of such  corporation  of any class
which is not  preferred  as to dividends or assets over any other class of stock
of such  corporation  and which is not  subject  to  redemption  and shall  also
include any evidences of indebtedness, shares of stock or other securities which
are convertible into or exchangeable for any such stock,  either  immediately or
upon the arrival of a specified  date or the happening of a specified  event and
any warrants or other rights to  subscribe  for or purchase any such stock.  The
foregoing  provisions  of this Section 12 shall  similarly  apply to  successive
reorganizations,  reclassifications,  mergers,  consolidations or disposition of
assets.

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

         14.  Notice of  Adjustment.  Whenever  the number of Warrant  Shares or
number or kind of securities or other property  purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided,  the Company
shall give notice thereof to the Holder,  which notice shall state the number of
Warrant Shares (and other securities or property)  purchasable upon the exercise
of this  Warrant  and the  Exercise  Price of such  Warrant  Shares  (and  other
securities or property) after such  adjustment,  setting forth a brief statement
of the facts  requiring  such  adjustment  and setting forth the  computation by
which such adjustment was made.

         15. Notice of Corporate Action. If at any time:

                           (a) the Company shall take a record of the holders of
         its  Common  Stock  for the  purpose  of  entitling  them to  receive a
         dividend  or  other  distribution,  or any  right to  subscribe  for or
         purchase any evidences of its indebtedness,  any shares of stock of any
         class or any other  securities  or  property,  or to receive  any other
         right, or


                                      -8-
<PAGE>

                           (b) there shall be any capital  reorganization of the
         Company,  any reclassification or recapitalization of the capital stock
         of the Company or any  consolidation  or merger of the Company with, or
         any sale, transfer or other disposition of all or substantially all the
         property, assets or business of the Company to, another corporation or,

                           (c)  there  shall  be  a  voluntary  or   involuntary
         dissolution, liquidation or winding up of the Company;

then,  in any one or more of such  cases (but not in such cases if the rights of
the Holder or holders of Common Stock will not be materially  affected  thereby,
as for  example  in the case of a merger to effect a change  of  domicile),  the
Company shall give to Holder (i) at least 20 days' prior  written  notice of the
date on which a record date shall be selected for such dividend, distribution or
right or for determining  rights to vote in respect of any such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
liquidation  or  winding  up,  and (ii) in the case of any such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding up, at least 20 days' prior written notice
of the date when the same shall take place.  Such notice in accordance  with the
foregoing  clause also shall specify (i) the date on which any such record is to
be taken for the purpose of such dividend,  distribution  or right,  the date on
which the  holders  of Common  Stock  shall be  entitled  to any such  dividend,
distribution or right, and the amount and character  thereof,  and (ii) the date
on which any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition,  dissolution,  liquidation or winding up is to take place
and the time, if any such time is to be fixed, as of which the holders of Common
Stock shall be entitled to exchange their Warrant Shares for securities or other
property deliverable upon such disposition,  dissolution, liquidation or winding
up. Each such written notice shall be sufficiently  given if addressed to Holder
at the  last  address  of  Holder  appearing  on the  books of the  Company  and
delivered in accordance with Section 17(d).

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

                  Except  and to the  extent as waived  or  consented  to by the
Holder,  the Company  shall not by any action,  including,  without  limitation,
amending  its  certificate  of  incorporation  or  through  any  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or  performance  of any of the terms of this  Warrant,  but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or  appropriate to protect the rights of Holder


                                      -9-
<PAGE>

as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any Warrant
Shares above the amount payable therefor upon such exercise immediately prior to
such  increase  in par value,  (b) take all such action as may be  necessary  or
appropriate  in order that the Company may validly and legally  issue fully paid
and nonassessable  Warrant Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having  jurisdiction  thereof as may be
necessary to enable the Company to perform its obligations under this Warrant.

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

         17. Miscellaneous.

                  (a)  Jurisdiction.  This Warrant  shall  constitute a contract
         under the laws of New York,  without  regard to its  conflicts  of laws
         principles or rules.

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

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

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

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

                  (f)  Remedies.  Holder,  in  addition  to  being  entitled  to
         exercise all rights granted by law, including recovery of damages, will
         be entitled to specific  performance  of its rights under this Warrant.
         The  Company  agrees  that  monetary  damages  would  not  be  adequate


                                      -10-
<PAGE>

         compensation  for any loss  incurred by reason of a breach by it of the
         provisions  of this  Warrant and hereby  agrees to waive the defense in
         any  action  for  specific  performance  that a remedy  at law would be
         adequate.

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

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

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

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


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


                                      -11-
<PAGE>

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

Dated:  March 2, 2005
                                            ROOMLINX, INC.


                                            By:
                                                -------------------------------
                                                Name:  Frank Elenio
                                                Title: Chief Financial Officer




                                      -12-
<PAGE>

                               NOTICE OF EXERCISE

To:      RoomLinX, Inc.

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

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

                           [ ] in lawful money of the United States; or

                           [ ] the cancellation of such number of Warrant Shares
                           as is necessary,  in accordance  with the formula set
                           forth in  subsection  3(c),  to exercise this Warrant
                           with respect to the maximum  number of Warrant Shares
                           purchasable   pursuant  to  the   cashless   exercise
                           procedure set forth in subsection 3(c).

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

                       Name:      ___________________________

                       Address:   ___________________________

                                  ___________________________

                       SS or Tax
                       ID number: ___________________________

The Warrant Shares shall be delivered to the following:

                                  ___________________________

                                  ___________________________

                                  ___________________________


                                        [Warrant holder]

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

                                        Dated:
                                               --------------------------


<PAGE>

                                 ASSIGNMENT FORM

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


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

________________________________________ whose address is

_____________________________________________________________________________ .

_____________________________________________________________________________

 _________                                   Dated:  ______________, _______


            Holder's Signature:   ___________________________

              Holder's Address:   ___________________________

                                  ___________________________



Signature Guaranteed:  ___________________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.