Common use of FORM OF EXERCISE AGREEMENT Clause in Contracts

FORM OF EXERCISE AGREEMENT. (To be Executed by the Holder in order to Exercise the Warrant) To: National Media Corporation Eleven Penn Center ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇ The undersigned hereby irrevocably exercises the right to purchase _____________ shares of the Common Stock of National Media Corporation, a corporation organized under the laws of the State of Delaware (the "Company"), evidenced by the attached Warrant, and herewith makes payment of the Exercise Price with respect to such shares in full, all in accordance with the conditions and provisions of said Warrant.