uwink_sb2-ex0419.htm


    EXHIBIT
      4.19

     

    Dated
      November 7, 2007

    


    UWINK,
      INC.

    


    WARRANT

    


    THIS
      CERTIFIES that, for value received, ____________ and its registered assigns
      (the
“HOLDER”), is entitled to subscribe for and purchase from uWINK, INC., a
      Delaware corporation (the “COMPANY”), up to _______ fully paid and nonassessable
      shares (the “WARRANT SHARES”) of common stock, $.001 par value, of the Company
      (the “COMMON STOCK”) at an exercise price of $[2.40] per share (the “EXERCISE
      PRICE”) subject to adjustment as provided in Section 3 hereof, at any time or
      from time to time during the period (the “EXERCISE PERIOD”) commencing on the
      date hereof and ending on the five year anniversary of the date hereof (the
      “EXPIRATION DATE”). At 6:30 p.m., New York City time on the Expiration Date, the
      portion of this warrant not exercised prior thereto shall be and become void
      and
      of no value.

     

    This
      Warrant is issued pursuant to that certain Subscription Agreement dated November
      ___, 2007 between the Company and the Investor (the “SUBSCRIPTION
      AGREEMENT.  This warrant is one of several warrants that in aggregate
      enable the respective holders thereof to acquire 5,191,750 shares of the Common
      Stock (hereinafter collectively referred to as the “WARRANTS”).

     

    Notwithstanding
      anything herein to the contrary, if, and only to the extent that, the Holder
      is
      a placement agent in connection with the offering contemplated by the Placement
      Agency Agreement, this Warrant and the securities issuable upon exercise hereof
      may not be sold, transferred, assigned, pledged, or hypothecated, or be the
      subject of any hedging, short sale, derivative, put, or call transaction that
      would result in the effective economic disposition of such securities by any
      person for a period of six (6) months immediately following the date of
      effectiveness of the public offering of the Company’s securities pursuant to
      Registration Statement No. 333-144029, as amended, as filed with the Securities
      and Exchange Commission, except in accordance with NASD Rule
      2710(g)(2).

    


    SECTION
      1. EXERCISE OF WARRANT.

    


    (a)    The
      rights
      represented by this Warrant may be exercised by the Holder hereof, in whole
      or
      in part, at any time and from time to time during the Exercise Period, by (i)
      delivery of written notice to the Company in the form attached as Exhibit A
      hereto (the “EXERCISE NOTICE”) at least five (5) Trading Days (defined below)
      prior to the date of exercise of the Warrant, (ii) the surrender of this Warrant
      (properly endorsed) at the office of the Company, or at such other agency or
      office of the Company in the United States of America as it may designate by
      notice in writing to the Holder hereof at the address of such Holder appearing
      on the books of the Company and (iii) delivery payment to the Company of the
      Exercise Price for the Warrant Shares being purchased. In the event of the
      exercise of the rights represented by this Warrant, a certificate or
      certificates for the Warrant Shares so purchased, registered in the name of
      the
      Holder, and if such exercise shall not have been for all Warrant Shares, a
      new
      Warrant, registered in the name of the Holder hereof, of like tenor to this
      Warrant, shall be delivered to the Holder hereof within a reasonable time,
      not
      exceeding five (5) Trading Days, after the rights represented by this Warrant
      shall have been so exercised. The person in whose name any certificate for
      Warrant Shares is issued upon exercise of this Warrant shall for all purposes
      be
      deemed to have become the holder of record of such Warrant Shares on the date
      on
      which the Warrant was surrendered and payment of the Exercise Price and any
      applicable taxes was made, irrespective of the date of delivery of such
      certificate, except that, if the date of such surrender and payment is a date
      when the stock transfer books of the Company are closed, such person shall
      be
      deemed to have become the holder of such Warrant Shares at the close of business
      on the next succeeding date on which the stock transfer books are
      open.

     

    
      
         

      

      
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    (b)    The
      Company
      shall, upon request of the Holder, use its best efforts to deliver Warrant
      Shares hereunder electronically through the facilities of The Depository Trust
      Corporation or another established clearing corporation performing similar
      functions.

     

    (c)    For
      purposes
      of this agreement, “TRADING DAY” means: (i) any day on which the Common Stock is
      listed and traded on the American Stock Exchange (“AMEX”), or (ii) if the Common
      Stock is not then listed and traded on AMEX, then a day on which trading occurs
      on any of the New York Stock Exchange, any market which is a part of the Nasdaq
      Stock Market or the OTC Bulletin Board (each, an “ELIGIBLE MARKET”) (or any
      successor thereto), or (iii) if trading ceases to occur on an Eligible Market
      (or any successor thereto), any day other than Saturday, Sunday or other day
      on
      which commercial banks in New York City are authorized or required by law to
      remain closed.

     

    (d)    In
      addition
      to any other rights available to a Holder, if the Company fails to deliver
      to
      the Holder a certificate representing Warrant Shares by the third (3rd) Trading
      Day after the date on which delivery of such certificate is required by this
      Warrant, and if after such third (3rd) Trading Day the Holder purchases (in
      an
      open market transaction or otherwise) shares of Common Stock to deliver in
      satisfaction of a bona fide sale by the Holder of the Warrant Shares that the
      Holder anticipated receiving from the Company (a “BUY-IN”), then the Company
      shall, within three (3) Trading Days after the Holder’s request and in the
      Holder’s discretion, either: (i) pay cash to the Holder in an amount equal to
      the closing price of the Common Stock, as listed on the OTC Bulletin Board
      or
      any national exchange on which the Common Stock is then listed (the “Closing
      Price”), on the date of such purchase by the Holder (plus brokerage commissions,
      if any) for the shares of Common Stock so purchased less the Exercise Price
      (the
“BUY-IN PRICE”), at which point the Company’s obligation to deliver such
      certificate (and to issue such Common Stock) shall terminate, or (ii) promptly
      honor its obligation to deliver to the Holder a certificate or certificates
      representing such Common Stock and pay cash to the Holder in an amount equal
      to
      the excess (if any) of the Buy-In Price over the product of: (A) such number
      of
      shares of Common Stock, times (B) the Closing Price on the date of the event
      giving rise to the Company’s obligation to deliver such
      certificate.

     

    (e)    The
      Company’s
      obligations to issue and deliver Warrant Shares in accordance with the terms
      hereof are absolute and unconditional upon satisfaction by the Holder of the
      conditions to exercise this Warrant set forth in sub-section (a) above,
      irrespective of any action or inaction by the Holder to enforce the same, any
      waiver or consent with respect to any provision hereof, the recovery of any
      judgment against any person or any action to enforce the same, or any setoff,
      counterclaim, recoupment, limitation or termination, or any breach or alleged
      breach by the Holder or any other person of any obligation to the Company (other
      than the Holder’s obligations with respect to the exercise hereof in accordance
      with sub-section (a) above) or any violation or alleged violation of law by
      the
      Holder or any other person, and irrespective of any other circumstance which
      might otherwise limit such obligation of the Company to the Holder in connection
      with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right
      to pursue any other remedies available to it hereunder, at law or in equity
      including, without limitation, a decree of specific performance and/or
      injunctive relief with respect to the Company’s failure to timely deliver
      certificates representing shares of Common Stock upon exercise of the Warrant
      as
      required pursuant to the terms hereof.

     

    
      
         

      

      
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SECTION
      2. PAYMENT OF EXERCISE PRICE.

    


    The
      Holder shall pay the Exercise Price in immediately available funds; PROVIDED,
      HOWEVER, that if at any time there is no effective registration statement
      registering the issuance of the Warrant Shares or no current prospectus
      available for, the resale of the Warrant Shares by the Holder, the Holder may
      satisfy its obligation to pay the Exercise Price through a “cashless exercise,”
in which event the Company shall issue to the Holder the number of Warrant
      Shares determined as follows:

     

    X
      = Y
      [(A-B)/A]

    


    where:

    


    X
      = the
      number of Warrant Shares to be issued to the Holder.

     

    Y
      = the
      number of Warrant Shares with respect to which this Warrant is being
      exercised.

     

    A
      = the
      arithmetic average of the Closing Prices for the five Trading Days immediately
      prior to (but not including) the Exercise Date.

     

    B
      = the
      Exercise Price.

    


    SECTION
      3.  ADJUSTMENT OF EXERCISE PRICE. The Exercise Price and number of
      Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
      from time to time as set forth in this Section 3.

    


    (a)    STOCK
      DIVIDENDS AND SPLITS. If the Company, at any time while this Warrant is
      outstanding: (i) pays a stock dividend on its Common Stock or otherwise makes
      a
      distribution on any class of capital stock that is payable in shares of Common
      Stock, (ii) subdivides outstanding shares of Common Stock into a larger number
      of shares, or (iii) combines outstanding shares of Common Stock into a smaller
      number of shares, then in each such case the Exercise Price shall be multiplied
      by a fraction of which the numerator shall be the number of shares of Common
      Stock outstanding immediately before such event and of which the denominator
      shall be the number of shares of Common Stock outstanding immediately after
      such
      event. Any adjustment made pursuant to clause (i) of this paragraph shall become
      effective immediately after the record date for the determination of
      stockholders entitled to receive such dividend or distribution, and any
      adjustment pursuant to clause (ii) or (iii) of this paragraph shall become
      effective immediately after the effective date of such subdivision or
      combination.

     

    
      
         

      

      
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    (b)    FUNDAMENTAL
      TRANSACTIONS. If, at any time while this Warrant is outstanding: (i) the Company
      effects any merger or consolidation of the Company with or into another person
      and the Company is not the surviving party, (ii) the Company effects any sale
      of
      all or substantially all of its assets in one or a series of related
      transactions, (iii) any tender offer or exchange offer (whether by the Company
      or another person) is completed pursuant to which holders of Common Stock are
      permitted to tender or exchange their shares for other securities, cash or
      property, or (iv) the Company effects any reclassification of the Common Stock
      or any compulsory share exchange pursuant to which the Common Stock is
      effectively converted into or exchanged for other securities, cash or property
      (other than as a result of a subdivision or combination of shares of Common
      Stock covered by Section 3(a) above) (in any such case, a “FUNDAMENTAL
      TRANSACTION”), then the Holder shall have the right thereafter to receive, upon
      exercise of this Warrant, the same amount and kind of securities, cash or
      property as it would have been entitled to receive upon the occurrence of such
      Fundamental Transaction if it had been, immediately prior to such Fundamental
      Transaction, the holder of the number of Warrant Shares then issuable upon
      exercise in full of this Warrant (the “ALTERNATE CONSIDERATION”).  The
      aggregate Exercise Price for this Warrant will not be affected by any such
      Fundamental Transaction, but the Company shall apportion such aggregate Exercise
      Price among the Alternate Consideration in a reasonable manner reflecting the
      relative value of any different components of the Alternate Consideration.
      If
      holders of Common Stock are given any choice as to the securities, cash or
      property to be received in a Fundamental Transaction, then the Holder shall
      be
      given the same choice as to the Alternate Consideration it receives upon any
      exercise of this Warrant following such Fundamental Transaction. In the event
      of
      a Fundamental Transaction, the Company shall or shall cause the successor or
      purchasing person, as the case may be, to execute with the Holder a written
      agreement providing that:

    


    
      	
               

            	
              (i)

            	
              this
                Warrant shall thereafter entitle the Holder to purchase the Alternate
                Consideration in accordance with this Section
                3(b),

            


    

    


    
      	
               

            	
              (ii)

            	
              in
                the case of any such successor or purchasing person, upon such
                consolidation, merger, statutory exchange, combination, sale or conveyance
                such successor or purchasing person shall be jointly and severally
                liable
                with the Company for the performance of all of the Company’s obligations
                under this Warrant and the Placement Agency Agreement,
                and

            


    

    


    
      	
               

            	
              (iii)

            	
              if
                registration or qualification is required under the Exchange Act
                or
                applicable state law for the public resale by the Holder of shares
                of
                stock and other securities so issuable upon exercise of this Warrant,
                all
                rights applicable to registration of the Common Stock issuable upon
                exercise of this Warrant shall apply to the Alternate
                Consideration.

            


    

     

    
      
         

      

      
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    If,
      in
      the case of any Fundamental Transaction, the Alternate Consideration includes
      shares of stock, other securities, other property or assets of a person other
      than the Company or any such successor or purchasing person, as the case may
      be,
      in such Fundamental Transaction, then the Company shall cause such written
      agreement to also be executed by such other person and to contain such
      additional provisions to protect the interests of the Holder as the Board of
      Directors of the Company shall reasonably consider necessary by reason of the
      foregoing. At the Holder’s request, any successor to the Company or surviving
      entity in such Fundamental Transaction shall issue to the Holder a new warrant
      consistent with the foregoing provisions and evidencing the Holder’s right to
      purchase the Alternate Consideration for the aggregate Exercise Price upon
      exercise thereof. The Company shall cause the terms of any agreement pursuant
      to
      which a Fundamental Transaction is effected to include terms requiring any
      such
      successor or surviving entity to comply with the provisions of this paragraph
      (c) and insuring that the Warrant (or any such replacement security) will be
      similarly adjusted upon any subsequent transaction analogous to a Fundamental
      Transaction. If any Fundamental Transaction constitutes or results in a “Rule
      13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act with respect
      to the Company in which the consideration issued consists principally of cash
      or
      stock in a non-public company, the Company (or any such successor or surviving
      entity) will, upon request of the Holder, purchase the Warrant from the Holder
      for a purchase price, payable in cash within five (5) Trading Days after such
      request (or, if later, on the effective date of the Fundamental Transaction),
      equal to the Black-Scholes value of the remaining unexercised portion of this
      Warrant on the date of such request.

     

    (c)    ADJUSTMENTS
      FOR OTHER DISTRIBUTIONS.  In the event the Company shall declare a
      distribution payable in securities of other Persons, evidences of indebtedness
      issued by the Company or other Persons, assets (excluding cash dividends or
      distributions to the holders of Common Stock paid out of current or retained
      earnings and declared by the Company’s Board of Directors) or options or rights
      not referred to in Sections 3(a) or (b), then, in each such case, upon exercise
      of this Warrant within ninety (90) days of such distribution, the Holder shall
      be entitled to a proportionate share of any such distribution as though the
      Holder was the actual record holder of the number of Warrant Shares as of the
      record date fixed for the determination of the holders of Common Stock entitled
      to receive such distribution.

     

    (d)    CALCULATIONS.
      All calculations under this Section 3 shall be made to the nearest cent or
      rounded up to the nearest whole share, as applicable. The number of shares
      of
      Common Stock outstanding at any given time shall not include shares owned or
      held by or for the account of the Company, and the disposition of any such
      shares shall be considered an issue or sale of Common Stock.

     

    (e)    NOTICE
      OF
      ADJUSTMENTS. Upon the occurrence of each adjustment pursuant to this Section
      3,
      the Company at its expense will promptly compute such adjustment in accordance
      with the terms of this Warrant and prepare a certificate setting forth such
      adjustment, including a statement of the adjusted Exercise Price and adjusted
      number or type of Warrant Shares or other securities issuable upon exercise
      of
      this Warrant (as applicable), describing the transactions giving rise to such
      adjustments and showing in detail the facts upon which such adjustment is based.
      Upon written request, the Company will promptly deliver a copy of each such
      certificate to the Holder and to the Company’s transfer agent.

     

    
      
         

      

      
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SECTION
      4. ADJUSTMENT OF WARRANT SHARES.

    


    Upon
      each
      adjustment of the Exercise Price as provided in Section 3, the Holder shall
      thereafter be entitled to subscribe for and purchase, at the Exercise Price
      resulting from such adjustment, the number of Warrant Shares equal to the
      product of (i) the number of Warrant Shares existing prior to such adjustment
      and (ii) the quotient obtained by dividing (A) the Exercise Price existing
      prior
      to such adjustment by (B) the new Exercise Price resulting from such adjustment.
      No fractional shares of capital stock of the Company shall be issued as a result
      of any such adjustment, and any fractional shares resulting from the
      computations pursuant to this paragraph shall be rounded up to the nearest
      whole
      share.

    


    SECTION
      5.  REDEMPTION.

     

    (a)    REDEMPTION.  Not
      less than all of the outstanding Warrants may be redeemed, at the option of
      the
      Company, prior to the Expiration Date, at the office of the Company, upon the
      notice referred to in Section 5(b) below, at the price of $0.05 per Warrant
      (“REDEMPTION PRICE”), at any time the last sale price of the Common Stock has
      been at least two hundred percent (200%) above the then effective exercise
      price of the Warrants on each of the twenty (20) consecutive Trading Days
      ending within three business days prior to the date on which notice of
      redemption is given (the satisfaction of the applicable foregoing condition
      shall be certified by the Company).

     

    (b)    DATE
      FIXED
      FOR, AND NOTICE OF, REDEMPTION. In the event the Company shall elect to redeem
      the outstanding Warrants, the Company shall fix a date for the redemption.
      Notice of redemption shall be mailed by first class mail, postage prepaid,
      by
      the Company or the Company’s agent at its direction not less than 30 days from
      the date fixed for redemption to the registered holders of the outstanding
      Warrants to be redeemed at their last address as they shall appear on the
      registration books. Any notice mailed in the manner herein provided shall be
      conclusively presumed to have been duly given whether or not the registered
      holder received such notice.

     

    (c)    EXERCISE
      AFTER NOTICE OF REDEMPTION. The outstanding Warrants may be exercised in
      accordance with Section 1 of this Agreement at any time after notice of
      redemption shall have been given by the Company pursuant to Section 5(b)
      hereof and prior to the date fixed for redemption. On and after the redemption
      date, the record holder of the outstanding Warrants shall have no further rights
      except to receive, upon surrender of the outstanding Warrants, the Redemption
      Price.

     

    (d)    OUTSTANDING
      WARRANTS ONLY. The Company understands that the redemption rights provided
      for
      by this Section 5 apply only to outstanding Warrants. To the extent a
      person holds rights to purchase Warrants, such purchase rights shall not be
      extinguished by redemption. However, once such purchase rights are exercised,
      the Company may redeem the Warrants issued upon such exercise provided that
      the
      criteria for redemption set forth in this Section 5 are then
      satisfied.

     

    
      
         

      

      
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    SECTION
      6. NO STOCKHOLDER RIGHTS.

    


    This
      Warrant shall not entitle the Holder hereof to any voting rights or other rights
      as a stockholder of the Company.

    


    SECTION
      7. COVENANTS OF THE COMPANY

    


    (a)    The
      Company
      shall at all times have authorized and reserved, or shall authorize and reserve,
      a sufficient number of shares of its Common Stock to provide for the exercise
      of
      the rights represented by this Warrant.

     

    (b)    The
      Company
      shall (i) keep a registration statement relating to the Warrant Shares or their
      resale continuously effective until the Expiration Date (including such day),
      and (ii) have a sufficient number of authorized but unissued and otherwise
      unreserved shares of Common Stock available to issue the Warrant Shares pursuant
      to a registration statement upon exercise of the Warrant.

    


    SECTION
      8. ASSIGNMENT, TRANSFER OF WARRANT.

    


    This
      Warrant may be assigned by the Holder by delivery of a completed Form of
      Assignment attached as Exhibit B hereto. This Warrant and all rights hereunder
      are transferable, in whole, or in part, at the agency or office of the Company
      or at the office of any warrant agent appointed by the Company, by the Holder
      hereof in person or by duly authorized attorney, upon surrender of this Warrant
      properly endorsed. Each taker and holder of this Warrant, by taking or holding
      the same, consents and agrees that this Warrant, when endorsed, in blank, shall
      be deemed negotiable, and, when so endorsed the holder hereof may be treated
      by
      the Company and all other persons dealing with this Warrant as the absolute
      owner hereof for any purposes and as the person entitled to exercise the rights
      represented by this Warrant, or to the transfer hereof on the books of the
      Company, any notice to the contrary notwithstanding; but until each transfer
      on
      such books, the Company may treat the registered holder hereof as the owner
      hereof for all purposes.

    


    SECTION
      9. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT.

    


    If
      this
      Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms
      as to indemnity or otherwise as it may in its discretion impose (which shall,
      in
      the case of a mutilated Warrant, include the surrender thereof), issue a new
      Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated
      or destroyed. Any such new Warrant shall constitute an original contractual
      obligation of the Company, whether or not the allegedly lost, stolen, mutilated
      or destroyed Warrant shall be at any time enforceable by anyone.

    


    SECTION
      10. NOTICES.

    


    All
      notices, advices and communications to be given or otherwise made to any party
      to this Agreement shall be deemed to be sufficient if contained in a written
      instrument delivered in person or by facsimile transmission or duly sent by
      first class registered or certified mail, return receipt requested, postage
      prepaid, or by overnight courier, or by electronic mail, with a copy thereof
      to
      be sent by mail (as aforesaid) within 24 hours of such electronic mail,
      addressed to such party as provided in the Subscription Agreement or to such
      other address as the party to whom notice is to be given may have furnished
      to
      the other parties hereto in writing in accordance herewith. Any such notice
      or
      communication shall be deemed to have been delivered and received (i) in the
      case of personal delivery or delivery by facsimile transmission, on the date
      of
      such delivery, (ii) in the case of nationally-recognized overnight courier,
      on
      the next business day after the date when sent and (ii) in the case of mailing,
      on the third business day following that on which the piece of mail containing
      such communication is posted. As used in this Section 12, “business day” shall
      mean any day other than a day on which banking institutions in the State of
      New
      York are legally closed for business.

     

    
      
         

      

      
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SECTION
      12. BINDING EFFECT ON SUCCESSORS.

    


    Subject
      to the provisions hereof relating to Fundamental Transactions, this Warrant
      shall be binding upon any corporation succeeding the Company by merger,
      consolidation or acquisition of all or substantially all of the Company’s
      assets.

    


    SECTION
      13. DESCRIPTIVE HEADINGS AND GOVERNING LAW.

    


    (a)    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 New York (without
      giving effect to conflicts of law principles thereof).

     

    (b)    The
      Company
      will not, by amendment of its governing documents 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 action as may be necessary or appropriate in order to protect the rights
      of
      the Holder against impairment. Without limiting the generality of the foregoing,
      the Company: (i) will not increase the par value of any Warrant Shares above
      the
      amount payable therefor on such exercise, (ii) will take all such action as
      may
      be reasonably necessary or appropriate in order that the Company may validly
      and
      legally issue fully paid and nonassessable Warrant Shares on the exercise of
      this Warrant, and (iii) will not close its shareholder books or records in
      any
      manner which interferes with the timely exercise of this Warrant.

     

    (c)    EACH
      PARTY
      AGREES THAT ALL LEGAL PROCEEDINGS CONCERNING THE INTERPRETATIONS, ENFORCEMENT
      AND DEFENSE OF THE TRANSACTIONS CONTEMPLATED BY ANY OF THE TRANSACTION DOCUMENTS
      (WHETHER BROUGHT AGAINST A PARTY HERETO OR ITS RESPECTIVE AFFILIATES, DIRECTORS,
      OFFICERS, SHAREHOLDERS, EMPLOYEES OR AGENTS) SHALL BE COMMENCED EXCLUSIVELY
      IN
      THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF
      MANHATTAN. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
      JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK,
      BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED
      HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THIS WARRANT),
      AND
      HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR
      PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION
      OF
      ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY
      HERETO HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO
      PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY
      THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE
      OF
      DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS
      WARRANT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT
      SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED
      TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
      EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
      BY
      APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      ARISING OUT OF OR RELATING TO THIS WARRANT OR ANY OF THE TRANSACTION DOCUMENTS
      OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. IF EITHER PARTY SHALL
      COMMENCE AN ACTION OR PROCEEDING TO ENFORCE ANY PROVISIONS OF THIS WARRANT
      OR
      ANY TRANSACTION DOCUMENT, THEN THE PREVAILING PARTY IN SUCH ACTION OR PROCEEDING
      SHALL BE REIMBURSED BY THE OTHER PARTY FOR ITS REASONABLE ATTORNEYS FEES AND
      OTHER REASONABLE COSTS AND EXPENSES INCURRED WITH THE INVESTIGATION, PREPARATION
      AND PROSECUTION OF SUCH ACTION OR PROCEEDING.

     

    
      
         

      

      
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SECTION
      14. 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
      Exercise Price.

    


    SECTION
      15. SEVERABILITY.

    


    In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.

    


    


    [SIGNATURE
      PAGE FOLLOWS]

    
 

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the undersigned has caused this Warrant to be executed by
      its
      duly authorized officer as of the date first above written.


    
      	 	UWINK,
              INC.
	 	 
	 	 
	 	
              By:
                __________________________________

              Name:

              Title:

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    FORM
      OF
      EXERCISE NOTICE

    


    (To
      be
      executed by the Holder to exercise the right to purchase shares of Common Stock
      under the foregoing Warrant)

    


    To:  uWink,
      Inc.

     

    The
      undersigned is the Holder of Warrant No. _______ (the “Warrant”) issued by
      uWink, Inc., a Delaware corporation (the “Company”). Capitalized terms used
      herein and not otherwise defined have the respective meanings set forth in
      the
      Warrant.

     

    1.       The
      Warrant is currently exercisable to purchase a total
      of  ______________ Warrant Shares.

     

    2.       The
      undersigned Holder hereby exercises its right to
      purchase  _______________ Warrant Shares pursuant to the
      Warrant.

     

    3.       The
      Holder intends that payment of the Exercise Price shall be made as (check
      one):

     

    __________  “Cash
      Exercise” under Section 2

     

    __________  “Cashless
      Exercise” under Section 2 (if permitted)

     

    4.       If
      the holder has elected a Cash Exercise under Section 2 (if permitted), the
      holder shall pay the sum of $____________ to the Company in accordance with
      the
      terms of the Warrant.

     

    5.       Pursuant
      to this exercise, the Company shall deliver to the holder _______________
      Warrant Shares in accordance with the terms of the Warrant.

     

    6.       Following
      this exercise, the Warrant shall be exercisable to purchase a total of
      ______________ Warrant Shares.

    


     Dated:   ,

    


    
      	 	Name
              of Holder (Print)
	 	
               

              By:

              Name:

              Title:

            


    

                                                              

    (Signature
      must conform in all respects to name of holder as specified on the face of
      the
      Warrant)

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    
 

    EXHIBIT
      B

    


    FORM
      OF
      ASSIGNMENT

    


    [To
      be
      completed and signed only upon transfer of Warrant]

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ________________________________ the right represented by the within Warrant
      to
      purchase ____________ shares of Common Stock of uWink, Inc. to which the within
      Warrant relates and appoints ________________ attorney to transfer said right
      on
      the books of uWink, Inc. with full power of substitution in the
      premises.

    


     Dated:   ,

    


    (Signature
      must conform in all respects to name of holder as specified
      on the face of the Warrant)

     

    Address
      of Transferee

    


    


    In
      the
      presence of:

     

     

     

     

    12