Next 1 Interactive, Inc. (Form: 8-K, Received: 09/02/2010 09:57:00)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2010

NEXT 1 INTERACTIVE, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-52669		26-3509845
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employee Identification No.)

2400 N Commerce Parkway, Suite 105

Weston, Florida 33326

(Address of principal executive offices)

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

The information contained in Item 3.02 below is herein incorporated by reference into this Item 1.01.

Item 3.02 Unregistered Sales of Equity Securities.

On August 26, 2010, Next 1 Interactive, Inc., a Nevada corporation (the “Company”), entered into a subscription agreement (the “Agreement”), by and between the Company and one (1) accredited investor (the “Investor”).

Pursuant to the Agreement and in consideration for a total purchase price of $250,000, the Company issued the Investor a total of 250,000 units, with each unit consisting of (i) one share of common stock, par value $0.00001 and (ii) two (2) three-year warrants to purchase shares of the Company’s common stock at an exercise price of $1.00 per share (the “Offering”).

The above description of the Agreement does not purport to be complete and is qualified in its entity by reference to the Agreement, which the Company has filed as Exhibit 10.1 to this Current Report on Form 8-K.

The Offering was an unregistered sale of securities conducted pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.

On August 26, 2010, the Company entered into a promissory note (“Note”) with the Investor. Pursuant to the Note, the Investor has agreed to loan the Company the principal sum of up to $500,000. The Note will function as a revolving line of credit, by which the Company can borrow funds at various times to be determined by the parties. The Note matures on August 26, 2011, and interest shall accrue on loaned funds from the date of the first drawdown at a rate equal to 6% per annum. The Company has the option to prepay the amount due under the Note in whole or in part without penalty or premium. Further, at the option of the Investor, the Note is convertible into shares of the Company’s common stock at a conversion price of $1.00 per share.

In consideration for the Note, the Company has agreed to issue to the Investor up to 1,000,000 warrants to purchase shares of the Company’s common stock, at an exercise price of $1.00 per share. The Warrants will be exercisable for a period of three years from the date of issuance.

The above description of the Note does not purport to be complete and is qualified in its entity by reference to such Note, which the Company has filed as Exhibit 4.1 to this Current Report on Form 8-K.

The shares underlying the warrants pursuant to the Note were unregistered sales of securities conducted pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.

Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

On August 30, 2010, the board of directors of the Company appointed William E. La Macchia to the board of directors. Below is a description of Mr. La Macchia’s working experience over the past five years.

William E. La Macchia, age 68, Director

Mr. La Macchia is currently the chairman and chief executive officer of La Macchia Enterprise (“LME”). He began his career as a travel agent in 1963 and in 1974, he founded Funjet Vacations. Nine years later, he established The Mark Travel Corporation to serve as parent company to Funjet Vacations and other travel-related brands. In 2000, Trisept Solutions was formed as a standalone subsidiary providing dynamic packaging and other technology products and services to the leisure travel industry. Today, LME has under its umbrella The Mark Travel Corporation, which owns and manages a multiple of respected vacation brands such as Funjet Vacations, Blue Sky Tours, Southwest Airlines Vacations, Mark International and Funway Holidays UK, a London based tour operator. In June, 2004, Bill La Macchia was inducted into the National Tourism Foundation Hall of Fame, in recognition of the efforts he and his family have helped to make future travel industry leaders through education and research. The Company believes that Mr. La Macchia’s extensive experience running a large travel company will help guide the Company in the various areas where he has expertise.

Family Relationships

Mr. La Macchia does not have a family relationship with any of the other officers or directors of the Company.

Related Party Transactions

There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description

4.1	Promissory Note, dated August 26, 2010
4.2	Form of Warrant
10.1	Form of Subscription Agreement

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEXT 1 INTERACTIVE, INC.

September 2, 2010	By:	/s/ William Kerby
		William Kerby
		Chief Executive Officer

For value received, and on the terms and subject to the conditions set forth herein, Next 1 Interactive, Inc., a Nevada corporation (the “ Company ”), HEREBY PROMISES TO PAY to the order of The Mark Travel Corporation(“ TMTC ”), or his registered assigns (the “ Noteholder ”), on the Maturity Date (as defined below), the principal sum of up to five hundred thousand dollars ($500,000) (the “ Loan ”), plus any fees, unpaid interest accrued thereon, or such lesser amount as shall be equal to the unpaid principal amount of the Loan plus such interest and fees. The loan may be used to:

Fund the security deposit for Dish Network in which such case the deposit will act as security for the loan; or

Fund other Company uses as authorized by TMTC.

The loaned funds will be treated as a revolving line of credit for the Company based on the Company complying with the terms and conditions imposed by the Noteholder. These terms and conditions include the Company agreeing to make principal repayments and to pay interest on the dates and at the rate or rates provided for herein. Additionally the loan is convertible at the Noteholder’s option into common stock of the Company at a conversion price of $1.00 per share.

As the Noteholder advances funds, the Noteholder will receive Warrants as per “Addendum A”.

The Company will agree to issue to the Noteholder two (2) warrants for every one dollar drawn on the line up to a maximum of one million (1,000,000) warrants (the “ Warrants ”) based on the Company drawing down all $500,000. The warrants will allow the Noteholder to purchase shares of the Company’s common stock, par value $0.00001 per share (the “ Common Stock ”), at an exercise price of one dollar ($1.00) per share (the “ Exercise Price ”). The Warrants shall be exercisable for a period of three (3) years from the date of grant. The number of shares purchasable upon exercise of the Warrants shall be equal to one (1) share for each warrant (the “ Warrant Shares ”).

SECTION 1. Certain Terms Defined. The following terms for all purposes of this Note shall have the respective meanings specified below.

“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized by law to close.

“ Commission ” has the meaning set forth in Section 9(d).

“ Common Stock ” has the meaning set forth in the introductory paragraphs.

“ Company ” has the meaning set forth in the introductory paragraphs.

“ Event of Default ” has the meaning set forth in Section 7.

“ Exchange Act ” has the meaning set forth in Section 9(d).

“ Exercise Price ” has the meaning set forth in the introductory paragraphs.

“ GAAP ” has the meaning set forth in Section 9(b).

“ Loan ” has the meaning set forth in the introductory paragraphs.

“ Material Adverse Effect ” has the meaning set forth in Section 8(c).

“ Maturity Date ” means the earlier of (i) August 26, 2011, or (ii) the date on which the amounts due under this Note have been accelerated and are immediately due and payable pursuant to the terms hereof; provided that if such date is not a Business Day, then such date shall be the next succeeding Business Day.

“ Note ” shall mean this Promissory Note as amended, from time to time, in accordance with the terms hereof.

“ Noteholder(s) ” has the meaning set forth in the introductory paragraphs.

“ Notice ” has the meaning set forth in Section 2.

“ Period ” means from the date hereof to the earlier of (i) the Maturity Date, or (ii) the date of occurrence of an Event of Default.

“ Securities Act ” has the meaning set forth in Section 8(e).

“ Subsidiary ” means any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by the Company and/or any of its other Subsidiaries.

“ Warrants ” has the meaning set forth in the introductory paragraphs.

“ Warrant Shares ” has the meaning set forth in the introductory paragraphs.

SECTION 2. Loan Drawdown – to be determined by the parties.

SECTION 3. Maturity Date .

The Loan shall mature, and the principal amount thereof shall become immediately due and payable (together with unpaid interest accrued thereon) on the Maturity Date.

SECTION 4. Interest Payments .

Interest shall accrue from the date of first drawdown at a rate equal to six percent (6%) per annum, (based on the amount borrowed) plus any increase in Prime Rate (based on the current prime rate at execution date being 3.25%) as reported by the Wall Street Journal.

Interest shall be payable quarterly in arrears to the Note holder on the last day of the Company’s fiscal quarter (or if any such day is not a Business Day, then on the next succeeding Business Day) provided, however, the first interest payment shall not be due until 90 days after the first drawdown. Interest shall be computed on the basis of a year of three hundred and sixty five (360) days and paid for the actual number of days elapsed.

SECTION 5. Optional Prepayments .

The Company may prepay the Loan in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Any such prepayments made under this Section 5 shall be in minimum increments of one hundred thousand dollars ($100,000) or lesser amounts if the parties agree. In the event that the Company elects to repay all or any portion of the loan then the Noteholder will have 5 business days to elect to either accept the repayment or to exercise his conversion right to common shares at $1.00 per share.

SECTION 6. General Provisions as to Payments .

All payments of principal and interest on the Loan by the Company hereunder shall be made not later than 12:00 Noon (New York City time) on the date when due by wire transfer only of immediately available funds to the bank account specified by the Noteholder in writing to the Company, without reduction by reason of any set-off or counterclaim.

SECTION 7. Events of Default .

Each of the following events shall constitute an “ Event of Default ”:

(a) the principal of the Loan shall not be paid when due;

(b) any interest on the Loan shall not be paid within five (5) Business Days of when it was due;

(c) the Company breaches any covenant hereunder or the Company breaches a contract with TMTC (or its related Parties) and such breach is not cured within fourteen (14) days after notice from the Noteholder;

(d) any representation or warranty of the Company made in this Note shall be incorrect when made in any material respect;

(e) a court shall enter a decree or order for relief in respect of the Company or any Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any Subsidiary or for any substantial part of the property of the Company or any Subsidiary or ordering the winding up or liquidation of the affairs of the Company or any Subsidiary, and such decree or order shall remain unstated and in effect for a period of sixty (60) consecutive days; or

(f) the Company or any Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any Subsidiary or for any substantial part of the property of the Company or any Subsidiary, or the Company or any Subsidiary shall make any general assignment for the benefit of creditors.

If an Event of Default described in (e) or (f) above shall occur, the principal of and accrued interest on the Loan shall become immediately due and payable without any declaration or other act on the part of the Noteholder. Immediately upon the occurrence of any Event of Default described in (e) or (f) above, or upon failure to pay this Note on demand, the Noteholder, without any notice to the Company, which notice is expressly waived by the Company, may proceed to protect, enforce, exercise and pursue any and all rights and remedies available to the Noteholder under this Note, or at law or in equity.

If any Event of Default in (a) – (d) above and (g) through (h) below shall occur for any reason, whether voluntary or involuntary, and be continuing, the Noteholder may by notice to the Company declare all or any portion of the outstanding principal amount of the Loan to be due and payable, whereupon the full unpaid amount of the Loan which shall be so declared due and payable shall be and become immediately due and payable without further notice, demand or presentment.

(g) Thirty days after Company becomes a party to a claim, action or suit that threatens to materially or adversely affect the Company;

(h) In the event that the Company sells or disposes of substantially all of its assets.

SECTION 8. Representations .

The Company hereby represents and warrants to the Noteholder, as follows:

(a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. Each Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted

(b) The Company has the requisite legal and corporate power and authority to enter into, issue and perform this Note and the Warrants in accordance with the terms hereof and thereof. The execution, delivery and performance of this Note and the Warrants by the Company and the consummation by it of the transactions contemplated hereby or thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company, its board of directors or stockholders is required. When executed and delivered by the Company, this Note and the Warrants shall constitute valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.

(c) The execution, delivery and performance of this Note and the Warrants and the consummation by the Company of the transactions contemplated hereby or thereby, do not and will not (i) violate or conflict with any provision of the Company's certificate of incorporation or bylaws, each as amended to date, or any Subsidiary's comparable charter documents, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries' respective properties or assets are bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or affected, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, results of operations or prospects of the Company and its Subsidiaries taken as a whole (a “ Material Adverse Effect ”). Neither the Company nor any of its Subsidiaries is required under federal, state, foreign or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Note or any of the Warrants.

(d) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other person in order for it to execute, deliver or perform any of its obligations under or contemplated by this Note or any of the Warrants, except where the failure to obtain any such consent, authorization or order, or the failure to make any such filing or registration, could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.

(e) The Warrants when issued and delivered will be duly and validly issued and will be free of all liens and restrictions on transfer other than any restrictions on transfer under the Securities Act of 1933, as amended (the “ Securities Act ”).

(f) The Warrant Shares have been duly reserved for issuance by the Company in sufficient number to cover the exercise of all of the Warrants. The issuance of the Warrant Shares upon exercise of the Warrants has been duly authorized by the Company and the Warrant Shares when delivered in accordance with the Warrants, will be validly issued, fully paid and non-assessable, and free of all liens and restrictions on transfer other than any restrictions on transfer under the Securities Act.

(g) The offer, issuance, sale and delivery of the Warrants and Warrant Shares will not under current laws and regulations require compliance with the prospectus delivery or registration requirements of the Securities Act.

SECTION 9. Covenants .

(a) The Company and each Subsidiary shall maintain its existence and authority to conduct its business as presently contemplated to be conducted;

(b) The Company shall keep and cause each Subsidiary to keep adequate records and books of account, in which complete entries will be made in accordance with United States generally accepted accounting principles (“ GAAP ”) consistently applied, reflecting all financial transactions of the Company and its Subsidiaries, and in which, for each fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts and other purposes in connection with its business shall be made;

(c) The Company shall not enter into any agreement in which the terms of such agreement would restrict or impair the right or ability to perform of the Company or any Subsidiary under this Note or any of the Warrants;

(d) The Company shall timely file all reports required to be filed with the Securities and Exchange Commission (the “ Commission ”) pursuant to the Securities and Exchange Act of 1934, as amended, (the “ Exchange Act ”), and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination.

(e) The Company agrees that it will not, without the consent of the Noteholder enter into any new agreement or make any amendment to any existing agreement, which by its terms would restrict the Company’s performance of its obligations to the Noteholder pursuant to this Note.

SECTION 10. Transfers .

The Company may not transfer or assign this Note nor any right or obligation hereunder to any person or entity without the prior written consent of the Noteholder. The Noteholder may not transfer or assign this Note nor any right or obligation hereunder to any person or entity without the prior written consent of the Company.

SECTION 11. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Event of Default .

No right or remedy herein conferred upon or reserved to the Noteholder is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

No delay or omission of the Noteholder to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any Event of Default or an acquiescence therein; and every power and remedy given by this Note or by law may be exercised from time to time, and as often as shall be deemed expedient, by the Noteholder.

SECTION 12. Modification .

This Note may be modified in writing only with the written consent of both the Company and the Noteholder.

SECTION 13. Attorneys Fees/Enforcement Costs .

(a) The Company will reimburse the Noteholder for reasonable legal fees and expenses in connection with the transactions contemplated hereby, including without limitation the negotiation, documentation and execution of this Note and the Warrants and (ii) any amendments to any of the documents contemplated in (i) above, and

(b) In the event that this Note is collected by law or through attorneys at law, or under advice therefrom, the Company agrees to pay all costs of collection, including reasonable attorneys’ fees, whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, bankruptcy or other creditors’ proceedings or otherwise.

SECTION 14. Indemnification

The Company agrees to indemnify and hold harmless the Noteholder (and their respective directors, officers, managers, partners, members, shareholders, affiliates, agents, successors and assigns) (each an “ Indemnified Party ”) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by such Indemnified Party as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein.

SECTION 15. Miscellaneous .

(a) The parties hereto hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of or any default under this Note, except as specifically provided herein.

(b) Any provision of this Note which is illegal, invalid, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity, prohibition or unenforceability without invalidating or impairing the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

(c) This Note shall bind the Company and its successors and permitted assigns. The rights under and benefits of this Note shall inure to the Noteholder and their successors and assigns.

(d) The Section headings herein are for convenience only and shall not affect the construction hereof.

(e) All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be made in writing and faxed, mailed or delivered to each party at the respective addresses of the parties, or at such other address or facsimile number as the Company shall have furnished to the Noteholder in writing. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one (1) business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one (1) business day after being deposited with an overnight courier service of recognized standing or (v) on receipt of confirmation of delivery.

(f) In the event any interest is paid on this Note, which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.

THIS NOTE HAS BEEN DELIVERED IN MILWAUKEE, WISCONSIN AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF WISCONSIN, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF WISCONSIN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTH EASTERN DISTRICT OF WISCONSIN FOR THE PURPOSE OF ANY LITIGATION ARISING HEREUNDER. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF WISCONSIN. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

BY ITS ACCEPTANCE OF THIS NOTE THE NOTEHOLDER AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE NOTEHOLDER OR THE COMPANY. THE COMPANY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE NOTEHOLDER MAKING THE LOAN EVIDENCED HEREBY.

IN WITNESS WHEREOF , the Company has caused this instrument to be duly executed on the date indicated above.


	NEXT 1 INTERACTIVE, INC.


	By:	/s/ William Kerby
	Name:	William Kerby
	Title:	Chief Executive Officer



	THE NOTEHOLDER


	By:	/s/ William E. La Macchia
	Name:	William E. La Macchia for TMTC
	Title:	Chief Executive Officer

1.)	Warrants will be issued within 7 days of drawdown

2.)	Warrants will be issued so as to be “non-taxable” at time of issue.

TO PURCHASE COMMON STOCK OF

NEXT ONE INTERACTIVE, INC.

THIS IS TO CERTIFY that, as of the __________________________ for value received and subject to the provisions hereinafter set forth, ____________________ is entitled to purchase from NEXT ONE INTERACTIVE, INC ., a Nevada corporation (the “Company”), at a price of $1.00 per share, subject to adjustment as herein provided (as may be adjusted, the “Warrant Price”), ____________________ shares of Common Stock of the Company (“Common Stock”), less the number of shares purchased by the holder upon the exercise of this Warrant from time to time as noted on Schedule A hereto (the number of shares available for purchase hereunder at any time, subject to adjustment as hereinafter provided, is referred to as the “Warrant Number”).

Exercise of Warrant .

1.1. Terms of Exercise. Subject to the conditions hereinafter set forth, this Warrant may be exercised in whole at any time, or in part from time to time, by the holder hereof, by the surrender of this Warrant, together with written instructions as to the number of shares to be purchased, at the principal office of the Company Weston, Florida or at such other office as the Company may designate by written notice to the holder hereof within the above-mentioned period and upon payment to the Company of the aggregate Warrant Price (or the proportionate part thereof if exercised in part) for the shares so purchased in current funds. This Warrant and all rights hereunder shall expire and shall be null and void to the extent not exercised before this Warrant expires at the close of business on _____________________, 2013 (the “ Expiration Date ”).

1.2. Payment of Exercise Price; Payment for the Warrants may be made in cash, by certified or official bank check.

1.3. Partial Exercise. Each time this Warrant shall be exercised in respect of fewer than all of the shares of Common Stock at the time purchasable hereunder (and there shall be no limitation on the number of times the holder may partially exercise this Warrant), and upon surrender of this Warrant by the holder to the Company upon exercise, then, at the election of the Company, either (i) the holder hereof shall be entitled to receive a replacement Warrant covering the number of shares in respect of which this Warrant shall not have been exercised and setting forth the aggregate Warrant Price applicable to such shares, which replacement Warrant shall be identical in all respects to this Warrant except for the date of issuance and the number of shares issuable upon the exercise thereof, or (ii) the Company shall make a notation on Schedule A hereto reflecting the number of shares of Common Stock purchased upon any exercise hereof.

1.5 Exercise Period. This Warrant may be exercised any time before 5:00 p.m., Eastern Standard time, on the Expiration Date.

2. Reservation of Common Stock . The Company covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and in reserve, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.

3. Protection Against Dilution . The Warrant Number is subject to adjustment from time to time upon the occurrence of the events enumerated in, or as otherwise provided in, this Section 3.

3.1 Adjustment for Change in Capital Stock. If the Company:

(1) pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock;

(2) subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares;

(3) combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares;

(4) makes a distribution on its Common Stock in shares of capital stock other than Common Stock; or

(5) issues by reclassification of its Common Stock any shares of its capital stock;

then the Warrant Number in effect immediately prior to such action shall be proportionately adjusted so that the holder may receive the aggregate number and kind of shares of capital stock of the Company or other capital stock which such holder would have owned immediately following such action if such Warrant had been exercised immediately prior to such action. If, as a result of any adjustment pursuant to this Section 3.1, the holder shall become entitled to receive shares of two or more classes or series of securities of the Company or otherwise, the Board of Directors of the Company shall equitably determine the allocation of the adjusted Warrant Price between or among such classes or series.

The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.

Such adjustment shall be made successively whenever any event listed above shall occur.

3.2 Notice of Adjustment . Whenever the Warrant Number is adjusted, the Company shall provide notice thereof to the holder.

3.3 Additional Adjustments . In the event of any and all adjustments to the Warrant Number in accordance with this Section 3, the per share Warrant Price shall be adjusted so that it is equal to the quotient of (a) the aggregate Warrant Price and (b) the Warrant Number as adjusted.

4. Mergers, Consolidations, Sales; Non-Impairment of Rights . The Company will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the performance of any of the terms of this Warrant, but will at all times in good faith take all necessary action to carry out the intent of all such terms. Without limiting the generality of the foregoing, the Company (a) will not cause the par value of any securities receivable on exercise of this Warrant to be in excess of the amount payable therefor on such exercise, and (b) will take all action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares (or other securities or property deliverable hereunder) upon the exercise of this Warrant.

This Warrant shall bind the successors and assigns of the Company. In the case of any consolidation or merger of the Company with another entity, or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the Company (except a split up or combination, provision for which is made in Section 3), then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Warrant Number and the per share Warrant Price) shall thereafter be applicable as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets shall assume by written instrument the obligation to deliver to the holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive.

Notwithstanding the foregoing, if any event occurs as to which the other provisions of this Warrant are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of this Warrant in accordance with the essential intent and principles of such provisions, then the Board of Directors shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, in order to protect such purchase rights, and shall provide notice thereof to the holder of this Warrant.

5. Dissolution or Liquidation . In the event of any proposed distribution of the assets of the Company in dissolution or liquidation (except under circumstances when the foregoing Section 4 shall be applicable) the Company shall mail notice thereof to the holder of this Warrant and shall make no distribution to shareholders until the expiration of 30 days from the date of mailing of the aforesaid notice and, in any such case, the holder of this Warrant may exercise this Warrant within 30 days from the date of mailing such notice, and all rights herein granted not so exercised within such 30 day period shall thereafter become null and void.

6. Fractional Shares . The Company shall not issue any fractional shares nor scrip representing fractional shares upon exercise of any portion of this Warrant.

7. Fully Paid Stock; Taxes . The Company covenants and agrees that the shares of stock represented by each and every certificate for its Common Stock to be delivered on any exercise of this Warrant shall, at the time of such delivery, be duly authorized, validly issued and outstanding and be fully paid and nonassessable. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes, other than taxes on income, which may be payable in respect of this Warrant or any Common Stock or certificates therefor upon the exercise of the rights herein provided for pursuant to the provisions hereof. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the transfer and delivery of stock certificates in the name other than that of the holder of the Warrant converted, and any such tax shall be paid by such holder at the time of presentation.

8. Closing of Transfer Books . The holder of this Warrant shall continue to have the right to exercise this Warrant even during a period when the stock transfer books of the Company for its Common Stock are closed. The Company shall not be required, however, to deliver certificates of its Common Stock upon such exercise while such books are duly closed for any purpose, but the Company may postpone the delivery of the certificates for such Common Stock until the opening of such books, and they shall, in such case, be delivered forthwith upon the opening thereof, or as soon as practicable thereafter.

9. Assignments . The holder shall be permitted to assign, sell or otherwise transfer this Warrant, subject to the Company’s receipt of an opinion of counsel to the holder, which counsel and which opinion shall be reasonably acceptable to the Company, to the effect that such assignment, sale or other transfer is permitted under applicable state and federal securities laws.

10. Lost, Stolen Warrants, etc . In case any Warrant shall be mutilated stolen or destroyed, the Company may issue a new Warrant of like date, tenor and denomination and deliver the same in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or in lieu of any Warrant lost, stolen or destroyed, upon receipt of evidence satisfactory to the Company of the loss, theft or destruction of such Warrant, and upon receipt of indemnity satisfactory to the Company.

11. Warrant Holder Not Shareholder . This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

13. Severability . Should any part of this Warrant for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in force and effect as if this Warrant had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties hereto that they would have executed and accepted the remaining portion of this Warrant without including therein any such part, parts or portion which may, for any reason, be hereafter declared invalid.

14. Notice . All notices and other communications required or permitted to be given under any Agreement shall be personally delivered or shall be sent by certified mail, return receipt requested, postage prepaid, overnight delivery or confirmed facsimile transmission to the Company at its principal address in Fort Lauderdale, Florida and to the holder of this Warrant at that holder’s address in the records of the Company or, as to either party or any subsequent holder of this Warrant, to such other address and/or facsimile number as such party designates by written notice to the other party or parties.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and attested by its duly authorized officers as of the day and year first set forth above.

	Next One Interactive, Inc.

	By:
		William Kerby
		Chief Executive Officer

Shares of Common Stock Purchased Upon Exercise

Date of Exercise	Number of Shares	Signature of an authorized officer of Next One Interactive, Inc.	Signature of the holder of the Warrant

FOR VALUE RECEIVED _________________________hereby sells, assigns and transfers unto _______________________ the within Warrant and all rights evidenced thereby and does irrevocably constitute and appoint __________________________, attorney, to transfer the said Warrant on the books of the within named Company.

FOR VALUE RECEIVED ______________________________ hereby sells, assigns and transfers unto _______________________________ that portion of the within Warrant and the rights evidenced thereby which will an the date hereof entitle the holder to purchase __________ shares of Common Stock of Next One Interactive Inc., and does hereby irrevocably constitute and appoint __________________________, attorney, to transfer that part of the said Warrant on the books of the within named Company.

(To be completed and signed only upon an exercise of the Warrant in whole or in part)

TO: Next One Interactive, Inc..:

Attn: Desiree Donnenberg

954.888.9082 fax or ddonnenberg@nxoi.com

The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by the Warrant for, and to purchase thereunder, ______ shares of Common Stock (or other securities or property), and herewith makes payment of $____________ therefor in cash, by certified or official bank check or such other form of payment as may be permitted under the Warrant. The undersigned hereby requests that the Certificate(s) for such securities be issued in the name(s) and delivered to the address(es) as follows:

Name:

Address:

Social Security Number:

Deliver to:

Address:

If the foregoing Subscription evidences an exercise of the Warrant to purchase fewer than all of the Shares (or other securities or property) to which the undersigned is entitled under such Warrant, please issue a new Warrant, of like date and tenor, for the remaining portion of the Warrant (or other securities or property) in the name(s), and deliver the same to the address(ee’s), as follows:

DATED: ____________________, 20___


(Social Security or Taxpayer Identification	(Name of Holder)
Number of Holder)


	(Signature of Holder or Authorized Signatory)
	Signature Guaranteed:

SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT

Units comprised of (i) one (1) share of common stock, par value $0.00001 per share (the “Common Stock”) and (ii) two warrants, with each full warrant allowing the purchase one (1) share of Common Stock, (collectively the “Unit” or “Units”)

(Except as otherwise noted, all references to “dollars” or “$” are in United States dollars).

The undersigned, ___________________________________________ (the “undersigned” or the “ Investor ”), hereby subscribes for the purchase of Units of Next 1 Interactive, Inc. Next 1, a Nevada corporation (“ Next 1 ”), in the aggregate amount of $_________. The undersigned herewith submits the undersigned’s check or effects a wire transfer of immediately available funds in the amount of $______________ in full payment for such Units (the “ Subscription Price ”). In exchange for such payment of the Subscription Price, the undersigned shall receive from the Next 1 ________________ amount of Units.

The undersigned understands that the offering and sale of the Units will only remain open until ________, 2010.

The undersigned hereby agrees to send payment of the $_____________ Subscription Price either:

by mailing a check, payable to Next 1 Interactive, Inc. “

wiring payment of the Subscription Price to the account set forth below

Name of Bank: Bank of America

Address of Bank: 1381 Weston Rd, Weston FL

Account Name: Next 1 Interactive, Inc.

Account No.:

ABA No.: 026009593

Reference: Next 1 Interactive, Inc.

In either case, the undersigned agrees to execute this Subscription and Investment Representation Agreement and mail same to Next One Interactive Inc, 2400 North Commerce Parkway, Weston, Florida, 33326, Attn: Bill Kerby – CEO.

Consummation of the sale of the Securities to the undersigned and to all other Investors in connection with the offering of a maximum of $500,000 of Units shall be completed on or before ________, 2010 (the “ Closing Date ”), unless such Closing Date shall be extended by the Company.

1. Certain Representations of the Subscriber

In connection with, and in consideration of, the sale of the Securities to the undersigned, the undersigned hereby represents and warrants to the Company and its officers, directors, employees, agents and shareholders that the undersigned:

(a) Is familiar with (i) Next 1’s Public Filings and is entering this private placement agreement in connection with this Next 1’s offering of up to ______ Units in the amount of $________ per unit with each unit comprised of ___________ common shares of Next 1 Interactive Inc and ___________warrants with each warrant having a three (3) year term and an exercise price of $1.00 for Next 1 Common Stock and (ii) such other information as the undersigned has received from Next 1 (collectively, the “ Next 1 Materials ”).

(b) Has had an opportunity to review and ask questions of an officer of Next 1 concerning the Next 1 Materials and desires no further information respecting such Next 1 Materials.

(c) Realizes that Next 1 has incurred losses since its inception and must raise additional funds to support its operations.

(d) Realizes and accepts the personal financial risk attendant to the fact that that purchase of the Units represents a speculative investment involving a high degree of risk, and should not be purchased by any persons not prepared to lose their entire investment.

(e) Can bear the economic risk of an investment in the Units for an indefinite period of time, can afford to sustain a complete loss of such investment, has no need for liquidity in connection with an investment in the Units, and can afford to hold the Units indefinitely.

(f) Realizes that there will be a limited market for the Units, and that there are significant restrictions on the transferability of such Units.

(g) Realizes that the Units have not been registered for sale under the Securities Act of 1933, as amended (the “ Act ”), or applicable state securities laws (the “State Laws”), and they may be sold only pursuant to registration under the Act and State Law, or an opinion of counsel that such registration is not required.

(h) Is experienced and knowledgeable in financial and business matters, capable of evaluating the merits and risks of investing in the Units and does not need or desire the assistance of a knowledgeable representative to aid in the evaluation of such risks (or, in the alternative, has a knowledgeable representative whom such investor intends to use in connection with a decision as to whether to purchase the Units).

(i) Realizes that (a) there are substantial restrictions on the transfer of the Units; (b) there is currently limited public market for the Units and accordingly, for the above and other reasons, the undersigned may not be able to liquidate an investment in such securities for an indefinite period.

2. REPRESENTATIONS AND WARRANTIES OF NEXT 1. Next 1 represents and warrants to and agrees with Investor, as follows:

(a) The Next 1 Materials as of their respective dates do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) Next 1 is authorized to issue 200,000,000 shares of its Common Stock. As of the date hereof, an aggregate of 35,951,698 shares of Common Stock are issued and outstanding.

(c) All of the outstanding shares of capital stock of Next 1 has been duly authorized and validly issued, is fully paid and non-assessable.

(d) Next 1 has the requisite corporate power and authority to enter into and execute, deliver and perform their obligations under this Agreement, the Units and the Warrants (collectively, the “ Transaction Documents ”), including, without limitation to to permit the exercise of such Warrants into Common Stock of Next 1. Each of the Transaction Documents has been duly and validly authorized by Next 1 and, when executed and delivered by Next 1, will constitute a valid and legally binding agreement of Next 1, enforceable against Next 1 in accordance with their terms except as the enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or (B) general principles of equity and the discretion of the court before which any proceeding therefore may be brought (regardless of whether such enforcement is considered in a proceeding at law or in equity) (collectively, the “ Enforceability Exceptions ”).

(e) The Units have been duly authorized and, when issued upon payment thereof in accordance with this Agreement, will have been validly issued, fully paid and nonassessable. The stockholders of Next 1 have no preemptive or similar rights with respect to the Common Stock.

(f) The execution, delivery and performance by Next 1 of the Transaction Documents and the consummation by Next 1 of the transactions contemplated thereby and the fulfillment of the terms thereof will not violate, conflict with or constitute or result in a breach of or a default under (i) the articles of incorporation of Next 1 or the bylaws of Next 1 (or similar organizational document) or (ii) any statute, judgment, decree, order, rule or regulation of any court or governmental agency or other body applicable to Next 1or any of its respective properties or assets.

3. Investment Intent

The undersigned has been advised that the Units have not been registered under the Act or relevant State Laws but are being offered, and will be offered, and sold pursuant to exemptions from the Act and State Laws, and that Next 1’s reliance upon such exemption is predicated in part on the undersigned’s representations contained herein. The undersigned represents and warrants that the Units are being purchased for the undersigned’s own account and for long term investment and without the intention of reselling or redistributing the Units; that the undersigned has made no agreement with others regarding any of the Units; and that the undersigned’s financial condition is such that it is not likely that it will be necessary for the undersigned to dispose of any of the Units in the foreseeable future. The undersigned is aware that (1) there is presently no public market for the Units, and in the view of the Securities and Exchange Commission a purchase of securities with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the liquidation or settlement of any loan obtained for the acquisition of any of the Units and for which the Units were or may be pledged as security would represent an intent inconsistent with the investment representations set forth above, and (2) the transferability of the Units is restricted and (a) requires the written consent of Next 1, and (b) will be further restricted by a legend placed on the certificate(s) representing the Units containing substantially the following language:

The securities represented by this certificate have not been registered under either the Securities Act of 1933 or applicable state securities laws and may not be sold, transferred, assigned, offered, pledged or otherwise distributed for value unless there is an effective registration statement under such Act and such laws covering such securities, or Next 1 receives an opinion of counsel acceptable to Next 1 stating that such sale, transfer, assignment, offer, pledge or other distribution for value is exempt from the registration and prospectus delivery requirements of such Act and such laws.

The undersigned further represents and agrees that if contrary to the undersigned’s foregoing intentions, the undersigned should later desire to dispose of or transfer any of the Units in any manner, the undersigned shall not do so without first obtaining (1) an opinion of counsel satisfactory to Next 1 that such proposed disposition or transfer may be made lawfully without the registration of such Units pursuant to the Act and applicable State Laws, or (2) registration of such Units (it being expressly understood that Next 1 shall not have any obligation to register such Units except as explicitly provided by written agreement).

4. Residence

The undersigned represents and warrants that the undersigned is a bona fide resident of _________________________ and that the Units are being accepted by the undersigned in the undersigned’s name solely for the undersigned’s own beneficial interest and not as nominee for, on behalf of, for the beneficial interest of, or with the intention to transfer to, any other person, trust or organization except as specifically set forth in this Agreement).

PARAGRAPH 6 BELOW IS REQUIRED IN CONNECTION WITH EXEMPTIONS FROM THE ACT AND STATE LAWS BEING RELIED ON BY NEXT 1 WITH RESPECT TO OFFER AND SALE OF THE UNITS. ALL OF SUCH INFORMATION WILL BE KEPT CONFIDENTIAL AND WILL BE REVIEWED ONLY BY NEXT 1, THE AGENT, AND THEIR COUNSEL. THE UNDERSIGNED AGREES TO FURNISH ANY ADDITIONAL INFORMATION WHICH NEXT 1 OR THEIR COUNSEL DEEMS NECESSARY IN ORDER TO VERIFY THE RESPONSES SET FORTH ABOVE.

5. Accredited Status

The undersigned represents and warrants as follows (check if applicable):

a. Accredited Investor: Individual

(1)_______ The undersigned is an individual with a net worth, or a joint net worth together with his or her spouse, in excess of $1,000,000. (In calculating net worth, you may include equity in personal property and real estate, including your principal residence, cash, short term investments, stock and securities. Equity in personal property and real estate should be based on the fair market value of such property minus debt secured by such property.)

(2)________ The undersigned is an individual who had an individual income in excess of $200,000 in each of the prior two years and reasonably expects an income in excess of $200,000 in the current year; or

(3)________ The undersigned is an individual who had with his/her spouse joint income in excess of $300,000 in each of the prior two years and reasonably expects an income in excess of $300,000 in the current year.

(4)________ The undersigned is a director or executive officer of the Company.

b. Accredited Investor: Entity

(1)________ The undersigned is an entity all of whose equity owners meet one of the tests set forth in a through d above.

(2)________ The undersigned is an entity and is an “Accredited Investor” as defined in Rule 501(a) of Regulation D under the Act. This representation is based on the following (check one or more, as applicable):

(a)______ The undersigned (or in the case of a trust, the undersigned trustee) is a bank or savings and loan association as defined in Sections 3(a)(2) and 3(a)(5)(A) of the Act, acting either in its individual or fiduciary capacity.

(b)______ The undersigned is an insurance company as defined in Section 2(13) of the Act.

(c)______ The undersigned is an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act.

(d)______ The undersigned is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

(e)______ The undersigned is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 and either (check one of more, as applicable):

(i)________ the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor; or

(ii)________ the employee benefit plan has total assets in excess of $5,000,000; or

(iii)________ the plan is a self-directed plan with investment decisions made solely by persons who are “Accredited Investors” as defined under the 1933 Act.

(f)______ The undersigned is a private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.

(g)______ The undersigned has total assets in excess of $5,000,000, was not formed for the specific purpose of acquiring shares of the Company and is one or more of the following (check one or more, as appropriate):

(i)________an organization described in Section 501(c)(3) of the Internal Revenue Code; or

(ii)________ a corporation; or

(iii)________ a Massachusetts or similar business, trust; or

(iv)________ a partnership.

(h)______ The undersigned is a trust with total assets exceeding $5,000,000, which was not formed for the specific purpose of acquiring shares of the Company and whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of the investment in the Units. IF ONLY THIS RESPONSE IS CHECKED, PLEASE CONTACT THE COMPANY TO RECEIVE AND COMPLETE AN INFORMATION STATEMENT BEFORE THIS SUBSCRIPTION CAN BE CONSIDERED BY NEXT 1.

6. Manner in Which Title to the Units and warrants Is To Be Held

Please check one:

______Individual

______Joint Tenant with Right of Survivorship

______Partnership

______Tenants in Common

______Corporation

______Other (Specify_____________________)

7. Miscellaneous

(a) The undersigned agrees that the undersigned understands the meaning and legal consequences of the agreements, representations, and warranties contained herein; agrees that such agreements, representations and warranties shall survive and remain in full force and effect after the execution of the Units; and further agrees to indemnify and hold harmless Next 1, each of their current and future officers, directors, employees, agents and shareholders from and against any and all loss, damage or liability due to, or arising out of, a breach of any agreement, representation or warranty of the undersigned contained herein.

(b) This Agreement shall inure to the benefit of and be binding upon Investor, Next 1 and their respective successors and legal representatives. Neither Next 1, nor any Investor may assign this Agreement or any rights or obligation hereunder without the prior written consent of the other party.

(c) This Agreement, together with Transaction Documents, constitutes the entire agreement among the parties hereto and supersedes all prior agreements, understandings and arrangements, oral or written, among the parties hereto with respect to the subject matter hereof and thereof.

(d) If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby.

(e) THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PROVISIONS RELATING TO CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT ONLY IN STATE OR FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK, NEW YORK AND HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR SUCH PURPOSE.

(f) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(g) Facsimile signatures shall be construed and considered original signatures for purposes of enforcement of the terms of this agreement.

SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

INDIVIDUAL SUBSCRIBERS:


Signature


Name (Typed or Printed)


Street Address


City, State and Zip Code


Home Telephone Number


Social Security Number


Tax Identification Number (for corporations or other entities)

Next 1 Interactive, Inc., hereby acknowledges receipt from ______________________ of such subscriber’s check in the amount of $_______ _____ , and accepts this subscription of ____ Units as of _________, 2010.

	NEXT 1 INTERACTIVE, INC.


	Signature


	Name (Typed or Printed)


	Title




	By:


	Its:




	By:


	Its: