COMMON STOCK PURCHASE WARRANT



                To Purchase __________ Shares of Common Stock of



                       Interactive Systems Worldwide Inc.



Warrant No. ____



         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 November 24, 2003 (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

Interactive Systems Worldwide Inc., a corporation incorporated in Delaware (the

"Company"), up to ____________ shares (the "Warrant Shares") of Common Stock,

par value $0.001 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 $4.58, subject to adjustment hereunder. Capitalized terms used and not

otherwise defined herein shall have the meanings set forth in that certain

Securities Purchase Agreement (the "Purchase Agreement"), dated November 24,

2003, between the Company and the purchasers signatory thereto.





                                       1

{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 (but if in part, not

in amounts less than the right to purchase 10,000 Warrant Shares), 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, provided that any such transferee is an "accredited investor"

as defined in Rule 501(a) promulgated under the Securities Act. Prior to any

transfer, the transferee shall sign an investment letter in form and substance

reasonably satisfactory to the Company. Notwithstanding anything to the contrary

contained herein, no Holder may assign this Warrant or any of its rights

hereunder to a competitor or potential competitor of the Company.



         2. Authorization of Warrant Shares. The Company represents and warrants

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, 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 or income taxes, if any, payable by the Holder).



         3. Exercise of Warrant.



                  (a) 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 delivery to the

         Company of a duly executed original or facsimile copy of the Notice of

         Exercise Form annexed hereto (or such other office or agency of the

         Company as the Company may designate by notice in writing to the

         registered Holder at the address of such Holder appearing on the books

         of the Company) together with payment of the aggregate Exercise Price

         of the shares thereby purchased by wire transfer to an account

         designated by the Company or cashier's check drawn on a United States

         bank; provided, however, that within 3 Trading Days after the date such

         Notice of Exercise is delivered to the Company, the Holder shall

         surrender this Warrant to the Company. Certificates for shares

         purchased hereunder shall be delivered to the Holder within 5 Trading

         Days after the date on which the Notice of Exercise shall have been

         delivered by original or facsimile copy and payment of the aggregate

         Exercise Price shall have been received by the Company as set forth

         above ("Warrant Share Delivery Date"); provided, however, that in the

         event the Warrant is not surrendered by the Holder and received by the

         Company within 4 Trading Days after the date on which the aggregate

         exercise price shall have been paid and the Notice of Exercise shall be

         delivered by facsimile copy, the Warrant Share Delivery Date shall be

         extended to the extent such 4 Trading Day period is exceeded. This

         Warrant shall be deemed to have been exercised on the date the Notice

         of Exercise is delivered to the Company and the aggregate Exercise

         Price shall have been paid. The Warrant Shares 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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC