Common use of Option Exchange Clause in Contracts

Option Exchange. The undersigned, pursuant to the provisions of the foregoing Option, hereby elects to exchange its Option for _________ Units of Infosafe Systems, Inc., each Unit consisting of _______ IPO Units, each IPO Unit consisting of one (1) share of $.01 par value Class A Common Stock, one (1) Class A Warrant to purchase one (1) share of Series A Common Stock and one (1) Class B Warrant, and one (1) Class B Warrant, pursuant to the Option Exchange provisions of the Option. Dated: _____________, ____. __________________________________________ Print Name __________________________________________ Address __________________________________________ Signature TRANSFER FORM (To be signed only upon transfer of the Option) For value received, the undersigned hereby sells, assigns, and transfers unto the right to purchase Units represented by the foregoing Option to the extent of _____ Units , and appoints _____________ attorney to transfer such rights on the books of _____________, with full power of substitution in the premises. Dated: _______________, ______ X.X. XXXXX INVESTMENT BANKING CORP. By:________________________________ ________________________________ Address In the presence of:

Option Exchange. The undersigned, pursuant to the provisions of the foregoing Option, hereby elects to exchange its Option for _________ Units of Infosafe SystemsHEURISTIC DEVELOPMENT GROUP, Inc.INC., each Unit consisting of one share of $.01 Par Value Common Stock, One Class A Warrant(s) to purchase one share _________ IPO Units, each IPO Unit consisting of one (1) share of $.01 par value Class A Common Stock, one (1) Class A Warrant to purchase one (1) share of Series A Common Stock and one (1) Class B Warrant, and one (1) One Class B Warrant, pursuant to the Option Exchange provisions of the Option. Dated: _____________, ____. __________________________________________ Print Name __________________________________________ Address __________________________________________ Signature TRANSFER FORM (To be signed only upon transfer of the Option) For value received, the undersigned hereby sells, assigns, and transfers unto the right to purchase Units represented by the foregoing Option to the extent of _____ Units , and appoints _____________ attorney to transfer such rights on the books of _____________, with full power of substitution in the premises. Dated: _______________, ____ By: ___ X.X. XXXXX INVESTMENT BANKING CORP. By:________________________________ ______________________________________ Address In the presence of:

Option Exchange. The undersigned, pursuant to the provisions of the foregoing Option, hereby elects to exchange its Option for _________ Units of Infosafe SystemsHEURISTIC DEVELOPMENT GROUP, Inc.INC., each Unit consisting of one share of $.01 Par Value Common Stock, One Class A Warrant(s) to purchase one share _________ IPO Units, each IPO Unit consisting of one (1) share of $.01 par value Class A Common Stock, one (1) Class A Warrant to purchase one (1) share of Series A Common Stock and one (1) Class B Warrant, and one (1) One Class B Warrant, pursuant to the Option Exchange provisions of the Option. Dated: _____________, ____. __________________________________________ Print Name __________________________________________ Address __________________________________________ Signature TRANSFER FORM (To be signed only upon transfer of the Option) For value received, the undersigned hereby sells, assigns, and transfers unto the right to purchase Units represented by the foregoing Option to the extent of _____ Units , and appoints _____________ attorney to transfer such rights on the books of _____________, with full power of substitution in the premises. Dated: _______________, ____ By: ___ X.X. XXXXX INVESTMENT BANKING CORP. By:________________________________ ______________________________________ Address In the presence of:

Option Exchange. The undersigned, pursuant to the provisions of the foregoing Option, hereby elects to exchange its Option for _________ Units of Infosafe SystemsHEURISTIC DEVELOPMENT GROUP, Inc.INC., each Unit consisting of one share of $.01 Par Value Common Stock, One Class A Warrant(s) to purchase one share _________ IPO Units, each IPO Unit consisting of one (1) share of $.01 par value Class A Common Stock, one (1) Class A Warrant to purchase one (1) share of Series A Common Stock and one (1) Class B Warrant, and one (1) One Class B Warrant, pursuant to the Option Exchange provisions of the Option. Dated: _____________, __19__. __________________________________________ ------------------------------------------ Print Name __________________________________________ ------------------------------------------ Address __________________________________________ ------------------------------------------ Signature TRANSFER FORM (To be signed only upon transfer of the Option) For value received, the undersigned hereby sells, assigns, and transfers unto the right to purchase Units represented by the foregoing Option to the extent of _____ Units , and appoints _____________ attorney to transfer such rights on the books of _____________, with full power of substitution in the premises. Dated: _______________, ____19__ X.X. XXXXX INVESTMENT BANKING CORP. [Underwriter] By:: _________________________________ ______________________________________ Address In the presence of: