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 $1.00

and other valuable consideration 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 $5.06, 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.









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         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 payment of the

         Exercise Price in cash or by means of a "cashless exercise" in the

         manner described below. If this Warrant is exercised by means of a

         cashless exercise, the Holder 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 VWAP on the Trading Day immediately 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 this Warrant in accordance with the terms of this

                        Warrant.



                  The Holder may exercise its aforementioned purchase rights 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 (a) 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, or (b) by designating on the Notice of Exercise Form that

         the exercise is on a cashless basis; 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 promptly 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 (if the Exercise Price is being paid in cash)

         shall have been received by the Company as set forth above. This

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

         of Exercise is delivered to the Company and, if the Exercise Price is

         being paid in cash, 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 and all taxes required to be

         paid by the Holder, if any, pursuant to Section 5 prior to the issuance

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