SOCKET COMMUNICATIONS INC
EXHIBIT
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<FILENAME>socketformofwarrant10-3.htm
<DESCRIPTION>EXHIBIT
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<p align="right"><b>Exhibit 10.3</b></p>
<p>&nbsp;</p>
<p><font face="Times New Roman, Times, serif" size="3"><b>THE WARRANTS REPRESENTED
  BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON THE SECURITIES EVIDENCED BY
  THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
  AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR
  OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UPON DELIVERY TO THE CORPORATION
  OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH
  TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED. </b></font>
</p>
<p><b><font face="Times New Roman, Times, serif" size="3">THE TRANSFER OF THIS
  WARRANT IS RESTRICTED AS DESCRIBED HEREIN.</font></b></p>
<p align="center"><font face="Times New Roman, Times, serif" size="3"><br>
  Socket Communications, Inc.</font></p>
<p align="center"><font face="Times New Roman, Times, serif" size="3">Warrant
  for the Purchase of Shares of Common Stock,<br>
  par value $0.001 per Share</font></p>
<p><font face="Times New Roman, Times, serif" size="3"><br>
  No. W-___ &nbsp &nbsp &nbsp &nbsp &nbsp&nbsp &nbsp &nbsp &nbsp &nbsp&nbsp &nbsp
  &nbsp &nbsp &nbsp&nbsp &nbsp &nbsp &nbsp &nbsp&nbsp &nbsp &nbsp &nbsp &nbsp&nbsp
  &nbsp &nbsp &nbsp &nbsp&nbsp &nbsp &nbsp &nbsp &nbsp&nbsp &nbsp &nbsp &nbsp
  &nbsp&nbsp &nbsp &nbsp &nbsp &nbsp&nbsp &nbsp &nbsp &nbsp &nbsp&nbsp &nbsp &nbsp
  &nbsp &nbsp &nbsp &nbsp &nbsp &nbsp&nbsp &nbsp &nbsp &nbsp &nbsp&nbsp_______
  Shares<br>
  Issuance Date: August 5, 2003</font></p>
<p><font face="Times New Roman, Times, serif" size="3"> THIS CERTIFIES that, for
  value received, __________, whose address is __________ or its registered assigns
  (the &quot;Holder&quot;), is entitled to subscribe for and purchase from Socket
  Communications, Inc., a Delaware corporation (the &quot;Company&quot;), upon
  the terms and conditions set forth herein, _____ shares of the Company's Common
  Stock, par value $0.001 per share (&quot;Common Stock&quot;), at a price of
  $2.73 per share, subject to adjustment as provided herein (the &quot;Exercise
  Price&quot;). As used herein the term &quot;this Warrant&quot; shall mean and
  include this Warrant and any Common Stock or Warrants hereafter issued as a
  consequence of the exercise or transfer of this Warrant in whole or in part.</font></p>
<p><font face="Times New Roman, Times, serif" size="3"> The number of shares of
  Common Stock issuable upon exercise of the Warrants (the &quot;Warrant Shares&quot;)
  and the Exercise Price may be adjusted from time to time as hereinafter set
  forth. The Warrant Shares are entitled to the benefits, and subject to the obligations,
  set forth in the Registration Rights Agreement among the Company, the Holder
  and certain other parties dated concurrently herewith.</font></p>
<p><font face="Times New Roman, Times, serif" size="3">1. <u>Exercise Price and
  Exercise Period</u>. This Warrant may be exercised at any time or from time
  to time during the period commencing on the Issuance Date and ending at 5:00
  P.M. Pacific time on August 5, 2008 (the &quot;Exercise Period&quot;). <br>
  <br>
  2.<u> Procedure for Exercise; Effect of Exercise</u>. </font></p>
<p><font face="Times New Roman, Times, serif" size="3">(a) <u>Cash Exercise</u>.
  This Warrant may be exercised, in whole or in part, by the Holder during normal
  business hours on any business day during the Exercise Period by (i) the delivery
  to the Company of a duly executed Notice of Exercise (in the form attached to
  this Agreement) specifying the number of Warrant Shares to be purchased, (ii)
  delivery of payment to the Company of the Exercise Price for the number of Warrant
  Shares specified in the Notice of Exercise by cash, wire transfer of immediately
  available funds to a bank account specified by the Company, or by certified
  or bank cashier's check (the &quot;Aggregate Exercise Price&quot;), and (iii)
  the surrender to a common carrier for overnight delivery to the Company, or
  as soon as practicable following the date the Holder delivers the Notice of
  Exercise to the Company, of this Warrant (or an indemnification undertaking
  with respect to this Warrant in the case of its loss, theft or destruction).</font></p>
<p><font face="Times New Roman, Times, serif" size="3">(b) <u>Cashless Exercise</u>.
  This Warrant may also be exercised by the Holder through a cashless exercise,
  as described in this Section 2(b). This Warrant may be exercised, in whole or
  in part, by (i) the delivery to the Company of a duly executed Notice of Exercise
  specifying the number of Warrant Shares to be applied to such exercise, and
  (ii) the surrender to a common carrier for overnight delivery to the Company,
  or as soon as practicable following the date the Holder delivers the Notice
  of Exercise to the Company, of this Warrant (or an indemnification undertaking
  with respect to this Warrant in the case of its loss, theft or destruction).
  The number of shares of Common Stock to be issued upon exercise of this Warrant
  pursuant to this Section 2(b) shall equal the value of this Warrant (or the
  portion thereof being canceled) computed as of the date of delivery of this
  Warrant to the Company using the following formula:</font></p>
<blockquote>
  <p><font face="Times New Roman, Times, serif" size="3">X = Y(A-B)/A<br>
    </font></p>
</blockquote>
<p><font face="Times New Roman, Times, serif" size="3">where:<br>
  </font></p>
<blockquote>
  <p><font face="Times New Roman, Times, serif" size="3">X = the number of shares
    of Common Stock to be issued to the Holder under this Section 2(b);<br>
    Y = the number of Warrant Shares identified in the Notice of Exercise as being
    applied to the subject exercise;<br>
    A = the Current Market Price on such date; and<br>
    B = the Exercise Price on such date</font></p>
</blockquote>
<p><font face="Times New Roman, Times, serif" size="3">For purposes of this Section
  2(b), the &quot;Current Market Price&quot; per share of Common Stock on any
  day shall mean: (i) if the principal trading market for such securities is a
  national or regional securities exchange, the closing price on such exchange
  on such day; or (ii) if sales prices for shares of Common Stock are reported
  by the NASDAQ National Market System or NASDAQ Small Cap Market (or a similar
  system then in use), the last reported sales price (regular way) so reported
  on such day; or (iii) if neither (i) nor (ii) above are applicable, and if bid
  and ask prices for shares of Common Stock are reported in the over-the-counter
  market by NASDAQ (or, if not so reported, by the National Quotation Bureau),
  the average of the high bid and low ask prices so reported on such day. Notwithstanding
  the foregoing, if there is no reported closing price, last reported sales price,
  or bid and ask prices, as the case may be, for the day in question, then the
  Current Market Price shall be determined as of the latest date prior to such
  day for which such closing price, last reported sales price, or bid and ask
  prices, as the case may be, are available, unless such securities have not been
  traded on an exchange or in the over-the-counter market for 30 or more days
  immediately prior to the day in question, in which case the Current Market Price
  shall be determined in good faith by, and reflected in a formal resolution of,
  the Board of Directors of the Company.</font></p>
<p><font face="Times New Roman, Times, serif" size="3">The Company acknowledges
  and agrees that this Warrant was issued on the Issuance Date. Consequently,
  the Company acknowledges and agrees that, if the Holder conducts a cashless
  exercise pursuant to this Section 2(b), the period during which the Holder held
  this Warrant may, for purposes of Rule 144 promulgated under the Securities
  Act of 1933, as amended (the &quot;Securities Act&quot;), be &quot;tacked&quot;
  to the period during which the Holder holds the Warrant Shares received upon
  such cashless exercise. </font></p>
<p><font face="Times New Roman, Times, serif" size="3">Notwithstanding the foregoing,
  the Holder may conduct a cashless exercise pursuant to this Section 2(b) only
  after the first anniversary of the Issuance Date, and then only in the event
  that a registration statement covering the resale of the Warrant Shares is not
  then effective at the time that the Holder wishes to conduct such cashless exercise.
  </font></p>
<p><font face="Times New Roman, Times, serif" size="3">(c) <u>Effect of Exercise</u>.
  Upon receipt by the Company of a Notice of Exercise, together with proper payment
  of the Exercise Price, as provided in this Section 2, the Company agrees that
  such Warrant Shares shall be deemed to be issued to the Holder as the record
  holder of such Warrant Shares as of the close of business on the date on which
  the Notice of Exercise has been delivered and payment has been made for such
  Warrant Shares in accordance with this Warrant and the Holder shall be deemed
  to be the holder of record of the Warrant Shares, notwithstanding that the stock
  transfer books of the Company shall then be closed or that certificates representing
  such Warrant Shares shall not then be actually delivered to the Holder. As soon
  as practicable following the date on which the Company has received each of
  the Notice of Exercise, the Aggregate Exercise Price (or notice of a cashless
  exercise) and this Warrant (or an indemnification undertaking with respect to
  this Warrant in the case of its loss, theft or destruction) (the &quot;Exercise
  Delivery Documents&quot;), the Company shall (X) issue and deliver to the address
  as specified in the Notice of Exercise, a certificate, registered in the name
  of the Holder or its designee, for the number of shares of Common Stock to which
  the Holder is entitled pursuant to such exercise, or (Y) provided that the Company's
  transfer agent (the &quot;Transfer Agent&quot;) is participating in The Depository
  Trust Company (&quot;DTC&quot;) Fast Automated Securities Transfer Program,
  upon the request of the Holder, credit such aggregate number of shares of Common
  Stock to which the Holder is entitled pursuant to such exercise to the Holder's
  or its designee's balance account with DTC through its Deposit Withdrawal Agent
  Commission system. If this Warrant should be exercised in part only, the Company
  shall, upon surrender of this Warrant for cancellation (or the execution of
  an indemnification undertaking with respect to this Warrant in the case of its
  loss, theft or destruction), execute and deliver a new Warrant evidencing the
  right of the Holder to purchase the balance of the Warrant Shares subject to
  purchase hereunder as soon as practicable after receipt of the Warrant (or the
  undertaking). </font></p>
<p><font face="Times New Roman, Times, serif" size="3">3. <u>Registration of Warrants;
  Transfer of Warrants</u>. Any Warrants issued upon the transfer or exercise
  in part of this Warrant shall be numbered and shall be registered in a Warrant
  Register as they are issued. The Company shall be entitled to treat the registered
  holder of any Warrant on the Warrant Register as the owner in fact thereof for
  all purposes and shall not be bound to recognize any equitable or other claim
  to or interest in such Warrant on the part of any other person, and shall not
  be liable for any registration or transfer of Warrants which are registered
  or to be registered in the name of a fiduciary or the nominee of a fiduciary
  unless made with the actual knowledge that a fiduciary or nominee is committing
  a breach of trust in requesting such registration or transfer, or with the knowledge
  of such facts that its participation therein amounts to bad faith. This Warrant
  shall be transferable only on the books of the Company upon delivery thereof
  duly endorsed by the Holder or by its duly authorized attorney or representative,
  or accompanied by proper evidence of succession, assignment, or authority to
  transfer. In all cases of transfer by an attorney, executor, administrator,
  guardian, or other legal representative, duly authenticated evidence of his
  or its authority shall be produced. Upon any registration of transfer, the Company
  shall deliver a new Warrant or Warrants to the person entitled thereto. This
  Warrant may be exchanged, at the option of the Holder thereof, for another Warrant,
  or other Warrants of different denominations, of like tenor and representing
  in the aggregate the right to purchase a like number of Warrant Shares, upon
  surrender to the Company or its duly authorized agent. </font></p>
<p><font face="Times New Roman, Times, serif" size="3">4.<u> Restrictions on Transfer</u>.
  (a) The Holder, as of the Issuance Date, represents to the Company that such
  Holder is acquiring the Warrants for its own account and not with a view towards
  the distribution thereof or of the Warrant Shares. Upon exercise of this Warrant,
  the Holder shall, if so requested by the Company, confirm in writing, in a form
  satisfactory to the Company, that the Warrant Shares are being acquired for
  such Holder's own account and not with a view towards distribution or resale.
  Notwithstanding any provisions contained in this Warrant to the contrary, this
  Warrant and the related Warrant Shares shall not be transferable except pursuant
  to the proviso contained in the following sentence or upon the conditions specified
  in this Section 4, which conditions are intended, among other things, to insure
  compliance with the provisions of the Securities Act and applicable state law
  in respect of the transfer of this Warrant or such Warrant Shares. The Holder,
  by acceptance of this Warrant, agrees that the Holder will not transfer this
  Warrant or the related Warrant Shares (i) prior to delivery to the Company of
  an opinion of the Holder's counsel (as such opinion and such counsel are described
  in Section 4(b) hereof) and any other information requested by the Company,
  (ii) with respect to the Warrant Shares only, until registration of such Warrant
  Shares under the Securities Act has become effective, or (iii) after a sale
  of such Warrant or Warrant Shares has been consummated pursuant to Rule 144
  or Rule 144A under the Securities Act; provided, however, that the Holder may
  freely transfer this Warrant or such Warrant Shares (without delivery to the
  Company of an opinion of Counsel) (i) to one of its, affiliates or a nominee
  thereof, (ii) to a pension or profit-sharing fund established and maintained
  for its employees or for the employees of any affiliate, or (iii) from a to
  any of the aforementioned persons as beneficial owner of this Warrant or such
  Warrant Shares.</font></p>
<p><font face="Times New Roman, Times, serif" size="3">(b) The Holder, by its
  acceptance hereof, agrees that prior to any transfer of this Warrant or of the
  related Warrant Shares (other than as permitted by Section 4(a) hereof or, with
  respect to the Warrant Shares only, pursuant to a registration under the Securities
  Act), the Holder will give written notice to the Company of its intention to
  effect such transfer, together with an opinion of such counsel for the Holder
  as shall be reasonably acceptable to the Company and/or any other information
  requested by the Company, to the effect that the proposed transfer of this Warrant
  and/or such Warrant Shares may be effected without registration or qualification
  under the Securities Act as then in effect or any federal or state securities
  law then in effect. Upon receiving such written notice and reasonably satisfactory
  opinion or other information, if so requested, the Company, as promptly as practicable,
  shall notify such Holder that such Holder may sell or otherwise dispose of this
  Warrant and/or such Warrant Shares, all in accordance with the terms of the
  notice delivered to the Company. If a determination has been made pursuant to
  this Section 4(b) that the opinion of counsel for the Holder or other information
  is not reasonably satisfactory to the Company, the Company shall so notify the
  Holder promptly with details thereof after such determination has been made.
  </font></p>
<p><font face="Times New Roman, Times, serif" size="3">(c) Each stock certificate
  representing Warrant Shares issued upon exercise or exchange of this Warrant
  shall bear the following legend unless the opinion of counsel referred to in
  Section 4(b) states such legend is not required:</font></p>
<p align="left"><font face="Times New Roman, Times, serif" size="3">&quot;THE
  SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
  NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF,
  AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
  MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE
  OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933,
  AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS EXCEPT UPON DELIVERY TO
  THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE
  TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED.&quot;</font></p>
<p><font face="Times New Roman, Times, serif" size="3">The Holder understands
  that the Company may place, and may instruct any transfer agent or depository
  for the Warrant Shares to place, a stop transfer notation in the securities
  records in respect of the Warrant Shares.</font></p>
<p><font face="Times New Roman, Times, serif" size="3">5.<u> Reservation of Shares</u>.
  The Company shall at all times during the Exercise Period reserve and keep available
  out of its authorized and unissued Common Stock, solely for the purpose of providing
  for the exercise of the rights to purchase all Warrant Shares granted pursuant
  to the Warrants, such number of shares of Common Stock as shall, from time to
  time, be sufficient therefor. The Company covenants that all shares of Common
  Stock issuable upon exercise of this Warrant, upon receipt by the Company of
  the full Exercise Price therefor, shall be validly issued, fully paid, non-assessable,
  and free of preemptive rights.</font></p>
<p><font face="Times New Roman, Times, serif" size="3">6. <u>Exercise Price Adjustments</u>.
  The Exercise Price shall be subject to adjustment from time to time as follows:
  </font></p>
<blockquote>
  <p><font face="Times New Roman, Times, serif" size="3"> (a)(i) In the event
    that the Company shall (A) pay a dividend or make a distribution, in shares
    of Common Stock, on any class of capital stock of the Company or any subsidiary
    which is not directly or indirectly wholly owned by the Company, (B) split
    or subdivide its outstanding Common Stock into a greater number of shares,
    or (C) combine its outstanding Common Stock into a smaller number of shares,
    then in each such case the Exercise Price in effect immediately prior thereto
    shall be adjusted so that the Holder of a Warrant thereafter surrendered for
    exercise shall be entitled to receive the number of shares of Common Stock
    that such Holder would have owned or have been entitled to receive after the
    occurrence of any of the events described above had such Warrant been exercised
    immediately prior to the occurrence of such event. An adjustment made pursuant
    to this Section 6(a)(i) shall become effective immediately after the close
    of business on the record date in the case of a dividend or distribution (except
    as provided in Section 6(e) below) and shall become effective immediately
    after the close of business on the effective date in the case of such subdivision,
    split or combination, as the case may be.<br>
    <br>
    (ii) In the event that the Company shall issue or distribute to Purchasers
    (as such term is defined in the Securities Purchase Agreement of even date
    herewith by and among certain persons and the Company (the &quot;Purchase
    Agreement&quot;)) shares of Common Stock pursuant to Section 3.9 of the Purchase
    Agreement, then the Exercise Price in effect immediately prior thereto shall
    be adjusted to be equal to 115% of the New Price, as such term is defined
    in Section 3.9 of the Purchase Agreement. <br>
    </font></p>
</blockquote>
<p><font face="Times New Roman, Times, serif" size="3">(b) In the event that,
  at any time as a result of an adjustment made pursuant to Section 6(a)(i) above,
  the Holder of any Warrant thereafter surrendered for exercise shall become entitled
  to receive any shares of the Company other than shares of the Common Stock,
  thereafter the number of such other shares so receivable upon exercise of any
  such Warrant shall be subject to adjustment from time to time in a manner and
  on terms as nearly equivalent as practicable to the provisions with respect
  to the Common Stock contained in Section- 6(a)(i), and the other provisions
  of this Section 6(a) with respect to the Common Stock shall apply on like terms
  to any such other shares.<br>
  </font></p>
<p><font face="Times New Roman, Times, serif" size="3">(c) In case of any reclassification
  of the Common Stock (other than in a transaction to which Section 6(a)(i) applies),
  any consolidation of the Company with, or merger of the Company into, any other
  entity, any merger of another entity into the Company (other than a merger that
  does not result in any reclassification, conversion, exchange or cancellation
  of outstanding shares of Common Stock of the Company), any sale or transfer
  of all or substantially all of the assets of the Company or any compulsory share
  exchange, pursuant to which share exchange the Common Stock is converted into
  other securities, cash or other property (each such event, a &quot;Change of
  Control&quot;), then this Warrant will terminate if not exercised by the Holder
  no later than the closing of such Change of Control; provided, however, that
  in the case of any Change of Control in which the stockholders of the Company
  receive cash or other property for each of their shares of Common Stock the
  fair market value (the &quot;Fair Market Value Per Share&quot;) of which is
  in excess of the then Exercise Price, this Warrant shall not terminate, but
  shall automatically (through no further action by the Holder) be deemed exercised
  by the Holder in a cashless exercise effected pursuant to Section 2(b) (without
  application of the last paragraph of Section 2(b)) immediately prior to the
  closing of such Change of Control, except that, for purposes of the formula
  for calculating the number of shares of Common Stock to be issued to the Holder
  under Section 2(b), the &quot;Current Market Price&quot; shall be replaced with
  the Fair Market Value Per Share. The Fair Market Value Per Share shall be determined
  by the Board of Directors of the Company in good faith and reflected in a formal
  resolution.<br>
  <br>
  (d) If:<br>
  </font></p>
<blockquote>
  <p><font face="Times New Roman, Times, serif" size="3">(i) the Company shall
    take any action which would require an adjustment in the Exercise Price pursuant
    to Section 6(a); or <br>
    <br>
    (ii) the Company shall authorize the granting to the holders of its Common
    Stock generally of rights, warrants or options to subscribe for or purchase
    any shares of any class or any other rights, warrants or options; or <br>
    <br>
    (iii) there shall be any reclassification or change of the Common Stock (other
    than a subdivision or combination of its outstanding Common Stock or a change
    in par value) or any consolidation, merger or statutory share exchange to
    which the Company is a party and for which approval of any stockholders of
    the Company is required, or the sale or transfer of all or substantially all
    of the assets of the Company, or any other transaction that would constitute
    a Change of Control; or<br>
    <br>
    (iv) there shall be a voluntary or involuntary dissolution, liquidation or
    winding up of the Company; <br>
    </font></p>
</blockquote>
<p><font face="Times New Roman, Times, serif" size="3">then, in each such case,
  the Company shall cause to be mailed to each Holder at such Holder's address
  as shown on the books of the transfer agent for the Warrants, as promptly as
  possible, but at least 20 days prior to the applicable date hereinafter specified,
  a notice stating (A) the date on which a record is to be taken for the purpose
  of such dividend, distribution or granting of rights, warrants or options, or,
  if a record is not to be taken, the date as of which the holders of Common Stock
  of record to be entitled to such dividend, distribution or rights, warrants
  or options are to be determined, or (B) the date on which such reclassification,
  change, consolidation, merger, statutory share exchange, sale, transfer, dissolution,
  liquidation or winding-up is expected to become effective or occur, and the
  date as of which it is expected that holders of Common Stock of record shall
  be entitled to exchange their shares of Common Stock for securities or cash
  or other property deliverable upon such reclassification, change, consolidation,
  merger, statutory share exchange, sale, transfer, dissolution, liquidation or
  winding up. However, the failure to give such notice or any defect therein shall
  not affect the legality or validity of the proceedings described in this Section
  6(d).<br>
  <br>
  (e) Whenever the Exercise Price is adjusted as herein provided, the Company
  shall promptly mail to each Holder a certificate of an officer of the Company
  setting forth the Exercise Price after the adjustment and setting forth a brief
  statement of the facts requiring such adjustment and a computation thereof.
  <br>
  <br>
  (f) In any case in which Section 6(a) provides that an adjustment shall become
  effective immediately after a record date for an event and the date fixed for
  such adjustment pursuant to Section 6(a) occurs after such record date but before
  the occurrence of such event, the Company may defer until the actual occurrence
  of such event (i) issuing to the Holder of any Warrants exercised after such
  record date and before the occurrence of such event the additional shares of
  Common Stock issuable upon such conversion by reason of the adjustment required
  by such event over and above the Common Stock issuable upon such exercise before
  giving effect to such adjustment, and (ii) paying to such holder any amount
  in cash in lieu of any fraction pursuant to Section 6(i).<br>
  <br>
  (g) In case the Company shall take any action affecting the Common Stock, other
  than actions described in this Section 6, which in the reasonable opinion of
  the Board of Directors would materially adversely affect the exercise right
  of the Holders, the Exercise Price may be adjusted, to the extent permitted
  by law, in such manner, if any, and at such time, as the Board of Directors
  may determine to be equitable in the circumstances; provided, however, that
  in no event shall the Board of Directors be required to take any such action.
  </font></p>
<p><font face="Times New Roman, Times, serif" size="3">(h) Upon each adjustment
  of the Exercise Price, this Warrant shall thereafter evidence the right to purchase,
  at the adjusted Exercise Price, that number of shares (calculated to the nearest
  thousandth) obtained by dividing (i) the product obtained by multiplying the
  number of shares purchasable upon exercise of this Warrant prior to adjustment
  of the number of shares by the Exercise Price in effect prior to adjustment
  of the Exercise Price, by (ii) the Exercise Price in effect after such adjustment
  of the Exercise Price.<br>
  <br>
  (i) The Company shall not be required to issue fractions of shares of Common
  Stock or other capital stock of the Company upon the exercise of this Warrant.
  If any fraction of a share would be issuable on the exercise of this Warrant
  (or specified portions thereof), the Company shall purchase such fraction for
  an amount in cash equal to the same fraction of the Current Market Price of
  such share of Common Stock on the date of exercise of this Warrant.</font></p>
<p><font face="Times New Roman, Times, serif" size="3">7. <u>Transfer Taxes</u>.
  The issuance of any shares or other securities upon the exercise of this Warrant,
  and the delivery of certificates or other instruments representing such shares
  or other securities, shall be made without charge to the Holder for any tax
  or other charge in respect of such issuance. The Company shall not, however,
  be required to pay any tax which may be payable in respect of any transfer involved
  in the issue and delivery of any certificate in a name other than that of the
  Holder and the Company shall not be required to issue or deliver any such certificate
  unless and until the person or persons requesting the issue thereof shall have
  paid to the Company the amount of such tax or shall have established to the
  satisfaction of the Company that such tax has been paid.</font></p>
<p><font face="Times New Roman, Times, serif" size="3">8. <u>Loss or Mutilation
  of Warrant</u>. Upon receipt of evidence reasonably satisfactory to the Company
  of the loss, theft, destruction, or mutilation of any Warrant (and upon surrender
  of any Warrant if mutilated), and upon reimbursement of the Company's reasonable
  incidental expenses and the execution of an indemnification undertaking in form
  reasonably acceptable to the Company, the Company shall execute and deliver
  to the Holder thereof a new Warrant of like date, tenor, and denomination.</font></p>
<p><font face="Times New Roman, Times, serif" size="3">9.<u> No Rights as a Stockholder</u>.
  The Holder of any Warrant shall not have, solely on account of such status,
  any rights of a stockholder of the Company, either at law or in equity, or to
  any notice of meetings of stockholders or of any other proceedings of the Company,
  except as provided in this Warrant.</font></p>
<p><font face="Times New Roman, Times, serif" size="3">10.<u> Limitation on Number
  of Warrant Shares</u>. The Company shall not be obligated to issue any Warrant
  Shares upon exercise of this Warrant if the issuance of such shares of Common
  Stock in addition to the shares issued pursuant to the Purchase Agreement, including
  (but not limited to) any shares issued pursuant to Sections 3.8 and 3.9 of the
  Purchase Agreement, would cause the Company to exceed that number of shares
  of Common Stock which the Company may issue upon exercise of this Warrant (the
  &quot;Exchange Cap&quot;) without breaching the Company's obligations under
  the rules and regulations of the Nasdaq National Market (&quot;Nasdaq&quot;),
  except that such limitation shall not apply in the event that the Company (a)
  obtains the approval of its stockholders as required by Nasdaq (or any successor
  rule or regulation) for issuances of Common Stock in excess of such amount,
  or (b) obtains a written opinion from outside counsel to the Company that such
  approval is not required, which opinion shall be reasonably satisfactory to
  the holder of this Warrant. In the event the Company is prohibited from issuing
  Warrant Shares as a result of the operation of this Section 10, the holder of
  this Warrant shall be issued, upon exercise of this Warrant, the maximum number
  of shares of Common Stock that shall not result in a breach of the Company's
  obligations under the rules and regulations of the Nasdaq. </font></p>
<p><font face="Times New Roman, Times, serif" size="3">11. <u>Governing Law</u>.
  This Warrant shall be construed in accordance with the laws of the State of
  Delaware applicable to contracts made and performed within such State, without
  regard to principles of conflicts of law.</font></p>
<p align="center"><font face="Times New Roman, Times, serif" size="3">* * *<br>
  </font></p>
<p align="left">&nbsp;</p>
<table width="847" border="0" cellspacing="0" cellpadding="0" align="left" height="162">
  <tr>
    <td width="470" height="32"><font face="Times New Roman, Times, serif" size="3">Dated:
      August 5, 2003</font></td>
    <td width="23" height="32">&nbsp;</td>
    <td width="348" height="32">&nbsp;</td>
  </tr>
  <tr>
    <td width="470" height="32">&nbsp;</td>
    <td width="23" height="32">&nbsp;</td>
    <td width="348" height="32">&nbsp;</td>
  </tr>
  <tr>
    <td width="470" height="32">
      <div align="left"></div>
    </td>
    <td width="23" height="32">&nbsp;</td>
    <td width="348" height="32"><font face="Times New Roman, Times, serif" size="3"><b>SOCKET
      COMMUNICATIONS, INC.</b></font></td>
  </tr>
  <tr>
    <td width="470" height="31">
      <div align="left"></div>
    </td>
    <td width="23" height="31">&nbsp;</td>
    <td width="348" height="31">&nbsp;</td>
  </tr>
  <tr>
    <td width="470" height="19">
      <div align="left"><font face="Times New Roman, Times, serif" size="3"> </font></div>
    </td>
    <td width="23" height="19"><font face="Times New Roman, Times, serif" size="3">By:</font></td>
    <td width="348" height="19"><font face="Times New Roman, Times, serif" size="3">________________</font></td>
  </tr>
  <tr>
    <td width="470" height="42">
      <div align="left"></div>
    </td>
    <td width="23" height="42">&nbsp;</td>
    <td width="348" height="42">
      <p><font face="Times New Roman, Times, serif" size="3">Name: <br>
        Title: </font><font face="Times New Roman, Times, serif" size="3"> </font></p>
    </td>
  </tr>
</table>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<p align="left">&nbsp;</p>
<hr>
<p align="center"><font face="Times New Roman, Times, serif" size="3"> FORM OF
  ASSIGNMENT</font></p>
<p><font face="Times New Roman, Times, serif" size="3"><br>
  (To be executed by the registered holder if such holder desires to transfer
  the attached Warrant.)</font></p>
<p><font face="Times New Roman, Times, serif" size="3"> FOR VALUE RECEIVED, hereby
  sells, assigns, and transfers unto __________________ a Warrant to purchase
  __________ shares of Common Stock, par value $0.001 per share, of Socket Communications,
  Inc. (the &quot;Company&quot;), together with all right, title, and interest
  therein, and does hereby irrevocably constitute and appoint attorney to transfer
  such Warrant on the books of the Company, with full power of substitution.</font></p>
<table width="728" border="0" cellspacing="0" cellpadding="0" align="left" height="162">
  <tr>
    <td width="466" height="32">&nbsp;</td>
    <td width="28" height="32">&nbsp;</td>
    <td width="228" height="32">&nbsp;</td>
  </tr>
  <tr>
    <td width="466" height="32">
      <div align="left"></div>
    </td>
    <td width="28" height="32">&nbsp;</td>
    <td width="228" height="32"><font face="Times New Roman, Times, serif" size="3">Dated:
      </font></td>
  </tr>
  <tr>
    <td width="466" height="31">
      <div align="left"></div>
    </td>
    <td width="28" height="31">&nbsp;</td>
    <td width="228" height="31">&nbsp;</td>
  </tr>
  <tr>
    <td width="466" height="19">
      <div align="left"><font face="Times New Roman, Times, serif" size="3"> </font></div>
    </td>
    <td width="28" height="19"><font face="Times New Roman, Times, serif" size="3">
      </font></td>
    <td width="228" height="19"><font face="Times New Roman, Times, serif" size="3">By:
      ___________________</font></td>
  </tr>
  <tr>
    <td width="466" height="29">
      <div align="left"></div>
    </td>
    <td width="28" height="29">&nbsp;</td>
    <td width="228" height="29">
      <p align="center"><font face="Times New Roman, Times, serif" size="3">Signature</font><font face="Times New Roman, Times, serif" size="3">
        </font></p>
    </td>
  </tr>
</table>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p><font face="Times New Roman, Times, serif" size="3">The signature on the foregoing
  Assignment must correspond to the name as written upon the face of this Warrant
  in every particular, without alteration or enlargement or any change whatsoever.
  </font></p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<hr>
<p><font face="Times New Roman, Times, serif" size="3"> To: Socket Communications,
  Inc.<br>
  37400 Central Court<br>
  Newark, California 94560<br>
  Attention: Chief Executive Officer<br>
  <br>
  </font></p>
<p align="center"><font face="Times New Roman, Times, serif" size="3">NOTICE OF
  EXERCISE</font></p>
<p><font face="Times New Roman, Times, serif" size="3"> The undersigned hereby
  exercises his or its rights to purchase _______ Warrant Shares covered by the
  within Warrant and tenders payment herewith in the amount of $_________ by [tendering
  cash or delivering a certified check or bank cashier's check, payable to the
  order of the Company] [surrendering ______ shares of Common Stock received upon
  exercise of the attached Warrant, which shares have a Current Market Price equal
  to such payment] in accordance with the terms thereof, and requests that certificates
  for such securities be issued in the name of, and delivered to:<br>
  </font></p>
<p align="center"><font face="Times New Roman, Times, serif" size="3">_______________________________________<br>
  _______________________________________<br>
  _______________________________________</font></p>
<p align="center"><font face="Times New Roman, Times, serif" size="3">(Print Name,
  Address and Social Security<br>
  or Tax Identification Number)</font></p>
<p><font face="Times New Roman, Times, serif" size="3">and, if such number of
  Warrant Shares shall not be all the Warrant Shares covered by the within Warrant,
  that a new Warrant for the balance of the Warrant Shares covered by the within
  Warrant be registered in the name of, and delivered to, the undersigned at the
  address stated below.</font></p>
<p><font face="Times New Roman, Times, serif" size="3">The undersigned hereby
  represents and warrants that the aforesaid Warrant Shares are being acquired
  for the account of the undersigned and not with a view to, or for resale, in
  connection with the distribution thereof, and that the undersigned has no present
  intention of distributing or reselling such shares and all representations and
  warranties of the undersigned set forth in the Warrant are true and correct
  as of the date hereof.</font></p>
<table width="728" border="0" cellspacing="0" cellpadding="0" align="left" height="162">
  <tr>
    <td width="466" height="32">&nbsp;</td>
    <td width="28" height="32">&nbsp;</td>
    <td width="228" height="32">&nbsp;</td>
  </tr>
  <tr>
    <td width="466" height="32">
      <div align="left"></div>
    </td>
    <td width="28" height="32">&nbsp;</td>
    <td width="228" height="32"><font face="Times New Roman, Times, serif" size="3">Dated:________________
      </font></td>
  </tr>
  <tr>
    <td width="466" height="31">
      <div align="left"></div>
    </td>
    <td width="28" height="31">&nbsp;</td>
    <td width="228" height="31">&nbsp;</td>
  </tr>
  <tr>
    <td width="466" height="19">
      <div align="left"><font face="Times New Roman, Times, serif" size="3"> </font></div>
    </td>
    <td width="28" height="19"><font face="Times New Roman, Times, serif" size="3">
      </font></td>
    <td width="228" height="19"><font face="Times New Roman, Times, serif" size="3">By:
      ___________________</font></td>
  </tr>
  <tr>
    <td width="466" height="29">&nbsp;</td>
    <td width="28" height="29">&nbsp;</td>
    <td width="228" height="29">
      <div align="center">Print Name</div>
    </td>
  </tr>
  <tr>
    <td width="466" height="29">&nbsp;</td>
    <td width="28" height="29">&nbsp;</td>
    <td width="228" height="29">______________________</td>
  </tr>
  <tr>
    <td width="466" height="29">
      <div align="left"></div>
    </td>
    <td width="28" height="29">&nbsp;</td>
    <td width="228" height="29">
      <p align="center"><font face="Times New Roman, Times, serif" size="3">Signature</font><font face="Times New Roman, Times, serif" size="3">
        </font></p>
    </td>
  </tr>
  <tr>
    <td width="466" height="29">&nbsp;</td>
    <td width="28" height="29">&nbsp;</td>
    <td width="228" height="29">&nbsp;</td>
  </tr>
  <tr>
    <td width="466" height="29"><font face="Times New Roman, Times, serif" size="3">Address:</font></td>
    <td width="28" height="29">&nbsp;</td>
    <td width="228" height="29">&nbsp;</td>
  </tr>
  <tr>
    <td width="466" height="29">______________________________________</td>
    <td width="28" height="29">&nbsp;</td>
    <td width="228" height="29">&nbsp;</td>
  </tr>
  <tr>
    <td width="466" height="29">______________________________________</td>
    <td width="28" height="29">&nbsp;</td>
    <td width="228" height="29">&nbsp;</td>
  </tr>
</table>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p><font face="Times New Roman, Times, serif" size="3"><br>
  <br>
  <br>
  <br>
  <br>
  <br>
  </font></p>
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