of INTELLON CORPORATION

WARRANT NO. B - 01

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND SUCH LAWS OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO INTELLON CORPORATION, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

610,203 Shares

SERIES B PREFERRED STOCK WARRANT

of

INTELLON CORPORATION

THIS CERTIFIES THAT Intel Capital Corporation (“Warrantholder” or “Intel”) is entitled to subscribe for and purchase from Intellon Corporation, a Delaware corporation (the “Company”), for value received and in consideration for Warrantholder’s performance and support of efforts to enhance the marketing and positioning of the Company’s products and services, at any time or from time to time from the date hereof, subject to Section 1 hereof, and prior to 5:00 p.m., Ocala, Florida time on the five (5) year anniversary of the date hereof, in accordance with the terms of this Warrant, up to 610,203 fully paid and nonassessable shares (the “Shares”) of the Company’s Series B Preferred Stock, par value $.0001 per share (the “Series B Stock”), such number of shares being subject to adjustment as set forth in Section 4 of this Warrant.

The price per share payable upon the exercise of this Warrant (such price or such other prices as may result from the adjustment specified in Section 4 of this Warrant being referred to herein as the “Warrant Price”) shall be $.01 per share. The Warrant Price shall be payable by cash, cashier’s check or by a net issue exercise in lieu of the cash or cashier’s check (a “Net Issue Exercise”). To the extent that this Warrant is exercisable after the Company has filed a registration statement with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, with respect to an initial public offering of its common stock, $.00001 par value (the “Common Stock”), if the Fair Market Value (as hereinafter defined) of one share of Series B Stock (or such number of shares of Common Stock into which the Series B Stock is then convertible), or any other securities at any time receivable or issuable upon exercise of this Warrant (together with the Series B Stock, the “Warrant Stock”), is greater than the Warrant Price (at the date of calculation set forth below and as equitably adjusted in good faith by the Company’s board of directors to take into account the convertibility of the Series B Stock into Common Stock), the Warrantholder may elect to exchange all or some of the Warrant for shares of Warrant Stock equal to the value of such portion of the Warrant being exchanged on the date of exchange. If the Warrantholder elects to exchange this Warrant as provided below, the Warrantholder shall tender to the Company, at the principal office of the Company, the Warrant for the amount being exchanged, along with a properly endorsed Notice of Exercise, and the Company shall issue to the Warrantholder the number of shares of the Warrant Stock computed using the following formula:

Where X = the number of shares of Warrant Stock to be issued to the Holder.

Y = the number of shares of Warrant Stock purchasable under the amount of the Warrant being exchanged (as adjusted to the date of such calculation).

A = the Fair Market Value of one share of the Warrant Stock.

B = Warrant Price (as adjusted to the date of such calculation).

All references herein to an “exercise” of the Warrant shall include a Net Issue Exercise.

For purposes of this Warrant, Fair Market Value of a share of Series B Stock (or of any other applicable security included within the definition of Warrant Stock as earlier defined) shall mean: (a) if traded on a national securities exchange, the Nasdaq National Market, or the Nasdaq Smallcap Market, the Fair Market Value shall be deemed to be the average of the closing prices of the shares of the Common Stock of the Company on such exchange or market over the 5 business days ending immediately prior to the applicable date of valuation; (b) if actively traded over-the-counter, the Fair Market Value shall be deemed to be the average of the closing bid prices over the 30 day period ending immediately prior to the applicable date of valuation; and (c) if the Series B Stock has not converted to Common Stock or there is no active public market, the Fair Market Value shall be the value as determined in good faith by the Company’s board of directors as of the date of exchange (which is the date that this Warrant and a properly endorsed Notice of Exercise are tendered to the Company at its principal office for the purpose of effecting a Net Issue Exercise) upon a review of relevant factors, including due consideration of the Warrantholder’s determination of the value of the Company.

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“Affiliate” shall mean, of any Person, a Person who, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such other Person. The term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise; provided, however, that beneficial ownership of at least 50% of the voting securities of a Person shall be deemed to be control.

“Person” shall mean an individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or other legal entity.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer.

ACKNOWLEDGED AND AGREED:

INTEL CAPITAL CORPORATION

SERIES B PREFERRED STOCK WARRANT

OF Intellon CORPORATION

EXHIBIT A

NOTICE OF EXERCISE

[To be signed and delivered upon exercise of Warrant]

The undersigned holder of this Warrant (“Warrantholder”), hereby irrevocably elects to exercise the purchase rights represented by such Warrant for, and to purchase thereunder,                  shares of Series B Preferred Stock, $.0001 par value per share, of Intellon Corporation, based on the occurrence of the following event described in Section                  of the Warrant:

[Insert date and description of event allowing exercise of warrant.]

The Warrantholder herewith makes payment of $             therefor or certifies to Intellon Corporation that it has paid to Intellon Corporation in accordance with the terms of the Warrant an amount equal to $.01 for each share of Series B Preferred Stock being purchased pursuant to this Notice of Exercise (such price subject to adjustment as set forth in the Warrant), and requests that the certificates for such shares be issued in the name of, and delivered to                                 whose address is                                                              .

EXHIBIT B

FORM OF TRANSFER

(To be signed only upon authorized transfer of Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the right represented by the attached Warrant to purchase                     * shares of Series B Preferred Stock, $.0001 par value per share, of Intellon Corporation to which the attached Warrant relates, and appoints                                          Attorney to transfer such right on the books of Intellon Corporation with full power of substitution in the premises.

Dated: