EXHIBIT 10.9.2
                                                                       EXHIBIT A
                                                                       ---------


THIS  WARRANT AND THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED
UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  OR THE  SECURITIES  LAWS OF ANY
STATE,  AND MAY NOT BE  TRANSFERRED  IN  VIOLATION  OF SUCH  ACT,  THE RULES AND
REGULATIONS  THEREUNDER OR ANY STATE  SECURITIES  LAWS OR THE PROVISIONS OF THIS
WARRANT.

                    Number of Shares of Common Stock:     400,000

                                     WARRANT

                           To Purchase Common Stock of

                        Max Internet Communications, INC.

     THIS IS TO CERTIFY THAT Boxer Partners,  LLC, a Delaware limited  liability
company, or its registered  assigns,  is entitled,  at any time from the Warrant
Issuance Date (as  hereinafter  defined) to the Expiration  Date (as hereinafter
defined),  to  purchase  from,  Max  Internet  Communications,  Inc.,  a  Nevada
corporation  (the "Company"),  four hundred thousand  (400,000) shares of Common
Stock (as hereinafter  defined and subject to adjustment as provided herein), in
whole or in part,  including  fractional  parts,  at a purchase  price per share
equal to ten dollars  ($10.00)  (subject to any adjustments  made to such amount
pursuant to Section 4 hereto) on the terms and  conditions  and  pursuant to the
provisions hereinafter set forth.

1.   DEFINITIONS
     -----------

     As used in this Warrant,  the following terms have the respective  meanings
set forth below:

     "Additional  Shares of Common  Stock" shall mean all shares of Common Stock
issued by the Company after the Initial Closing Date, other than Warrant Stock.

     "Book  Value"  shall mean,  in respect of any share of Common  Stock on any
date herein specified, the consolidated book value of the Company as of the last
day of any month immediately preceding such date, divided by the number of Fully
Diluted Outstanding shares of Common Stock as determined in accordance with GAAP
(assuming  the  payment of the  exercise  prices  for such  shares) by a firm of
independent   certified  public  accountants  of  recognized  national  standing
selected by the Company and reasonably acceptable to the Holder.

     "Business Day" shall mean any day that is not a Saturday or Sunday or a day
on which banks are required or permitted to be closed in the State of New York.

     "Closing Date" shall have the meaning set forth in the Securities  Purchase
Agreement.


<PAGE>


     "Commission" shall mean the Securities and Exchange Commission or any other
federal  agency  then   administering  the  Securities  Act  and  other  federal
securities laws.

     "Common  Stock" shall mean (except where the context  otherwise  indicates)
the Common Stock,  par value $.0001 per share,  of the Company as constituted on
the Initial Closing Date, and any capital stock into which such Common Stock may
thereafter  be changed,  and shall also include (i) capital stock of the Company
of any other  class  (regardless  of how  denominated)  issued to the holders of
shares of  Common  Stock  upon any  reclassification  thereof  which is also not
preferred as to dividends or assets over any other class of stock of the Company
and which is not subject to  redemption  and (ii) shares of common  stock of any
successor or acquiring  corporation received by or distributed to the holders of
Common Stock of the Company in the circumstances contemplated by Section 4.4.

     "Convertible  Securities"  shall mean evidences of indebtedness,  shares of
stock or other securities  which are convertible  into or exchangeable,  with or
without payment of additional  consideration in cash or property,  for shares of
Common Stock, either immediately or upon the occurrence of a specified date or a
specified event.

     "Current  Warrant  Price" shall mean, ten dollars  ($10.00)  subject to any
adjustments to such amount made in accordance with Section 4 hereof.

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
or  any  successor  federal  statute,  and  the  rules  and  regulations  of the
Commission thereunder, all as the same shall be in effect from time to time.

     "Exercise  Period"  shall mean the  period  during  which  this  Warrant is
exercisable pursuant to Section 2.1.

     "Expiration Date" shall mean January 25, 2005.

     "Fully Diluted  Outstanding" shall mean, when used with reference to Common
Stock, at any date as of which the number of shares thereof is to be determined,
all  shares of Common  Stock  Outstanding  at such date and all shares of Common
Stock  issuable in respect of this Warrant,  outstanding on such date, and other
options or warrants to  purchase,  or  securities  convertible  into,  including
without  limitation  the shares of Common Stock  outstanding  on such date which
would be deemed  outstanding in accordance with GAAP for purposes of determining
book value or net income per share.

     "GAAP" shall mean generally  accepted  accounting  principles in the United
States of America as from time to time in effect.

     "Holder"  shall mean the Person in whose name the Warrant or Warrant  Stock
set forth herein is registered on the books of the Company  maintained  for such
purpose.

     "Market Price" per Common Share means the average of the closing bid prices
of the Common  Shares as  reported on the  National  Association  of  Securities
Dealers  Automated  Quotation System for the National Market,  ("NASDAQ") or, if
such  security  is not  listed or  admitted  to trading  on the  NASDAQ,  on the
principal  national security exchange or quotation system on which such security
is quoted  or listed or  admitted  to  trading,  or, if not  quoted or listed or
admitted to trading on any national securities exchange or quotation system, the
closing bid price of such security on the over-the-counter  market on the day in
question as reported by the National Association of Security Dealers, Inc., or a
similar generally accepted  reporting service,  as the case may be, for the five
(5) trading days immediately preceding the date of determination.


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<PAGE>

     "Other Property" shall have the meaning set forth in Section 4.4.

     "Outstanding"  shall mean, when used with reference to Common Stock, at any
date as of which the number of shares  thereof is to be  determined,  all issued
shares of Common  Stock,  except shares then owned or held by or for the account
of the Company or any subsidiary thereof,  and shall include all shares issuable
in respect of  outstanding  scrip or any  certificates  representing  fractional
interests in shares of Common Stock.

     "Person" shall mean any individual, sole proprietorship, partnership, joint
venture,   trust,   incorporated   organization,    association,    corporation,
institution,  public benefit corporation, entity or government (whether federal,
state, county, city, municipal or otherwise,  including, without limitation, any
instrumentality, division, agency, body or department thereof).

     "Registration   Rights  Agreement"  shall  mean  the  Registration   Rights
Agreement  dated a date even  herewith  by and  between  the  Company  and Boxer
Partners LLC, as it may be amended from time to time.

     "Restricted  Common  Stock" shall mean shares of Common Stock which are, or
which upon their issuance on the exercise of this Warrant would be, evidenced by
a certificate bearing the restrictive legend set forth in Section 9.1(a).

     "Securities Act" shall mean the Securities Act of 1933, as amended,  or any
successor  federal  statute,  and the rules and  regulations  of the  Commission
thereunder, all as the same shall be in effect at the time.

     "Securities   Purchase   Agreement"  shall  mean  the  Securities  Purchase
Agreement  dated as of a date even herewith by and between the Company and Boxer
Partners LLC, as it may be amended from time to time.

     "Transfer" shall mean any disposition of any Warrant or Warrant Stock or of
any interest in either thereof, which would constitute a sale thereof within the
meaning of the Securities Act.

     "Transfer Notice" shall have the meaning set forth in Section 9.2.

     "Warrant  Issuance  Date" shall mean any date on which  Warrants are issued
pursuant to the Securities Purchase Agreement.

     "Warrants"  shall mean this Warrant and all warrants  issued upon transfer,
division or combination  of, or in substitution  for, any thereof.  All Warrants
shall at all times be identical as to terms and conditions  and date,  except as
to the number of shares of Common Stock for which they may be exercised.

     "Warrant  Price"  shall mean an amount equal to (i) the number of shares of
Common Stock being  purchased upon exercise of this Warrant  pursuant to Section
2.1,  multiplied  by (ii)  the  Current  Warrant  Price  as of the  date of such
exercise.

     "Warrant  Stock"  shall mean the shares of Common  Stock  purchased  by the
holders of the Warrants upon the exercise thereof.


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<PAGE>


2.   EXERCISE OF WARRANT
     -------------------

     2.1.Manner of Exercise.  From and after the Warrant Issuance Date and until
5:00 P.M., New York City time, on the Expiration Date,  Holder may exercise this
Warrant,  on any  Business  Day,  for all or any part of the number of shares of
Common Stock purchasable hereunder.

     In order to  exercise  this  Warrant,  in  whole or in part,  Holder  shall
deliver  to the  Company  at the  office or  agency  designated  by the  Company
pursuant  to Section 12, (i) a written  notice of Holder's  election to exercise
this Warrant, which notice shall specify the number of shares of Common Stock to
be purchased,  (ii) payment by cash,  check or bank draft payable to the Company
of the Warrant Price in cash or by wire  transfer or cashier's  check drawn on a
United  States bank or by the Holder's  surrender of Warrant Stock (or the right
to receive such number of shares) having an aggregate  Market Price equal to the
Warrant Price for all shares then being  purchased and (iii) this Warrant.  Such
notice shall be substantially in the form of the subscription  form appearing at
the end of this  Warrant as Exhibit A, duly  executed  by Holder or its agent or
attorney.  Upon receipt of the items  referred to in clauses (i), (ii) and (iii)
above,  of receipt of such notice the Company shall, as promptly as practicable,
and in any event within three (3) Business Days, execute or cause to be executed
and deliver or cause to be delivered  to Holder a  certificate  or  certificates
representing  the aggregate  number of full shares of Common Stock issuable upon
such  exercise,  together  with  cash in lieu of any  fraction  of a  share,  as
hereinafter  provided.  The stock certificate or certificates so delivered shall
be, to the extent  possible,  in such  denomination or  denominations  as Holder
shall  request in the notice and shall be  registered  in the name of Holder or,
subject to Section 9, such other name as shall be designated in the notice. This
Warrant  shall  be  deemed  to have  been  exercised  and  such  certificate  or
certificates shall be deemed to have been issued, and Holder or any other Person
so  designated  to be named  therein  shall be deemed to have become a holder of
record of such  shares for all  purposes,  as of the date the  Warrant  has been
exercised by payment to the Company of the Warrant Price.  If this Warrant shall
have been exercised in part,  the Company shall,  at the time of delivery of the
certificate or certificates  representing Warrant Stock, deliver to Holder a new
Warrant  evidencing the rights of Holder to purchase the  unpurchased  shares of
Common Stock called for by this  Warrant,  which new Warrant  shall in all other
respects be identical with this Warrant.

     The Holder  shall be entitled to exercise the Warrant  notwithstanding  the
commencement  of any case  under 11  U.S.C.  ss.  101 et seq.  (the  "Bankruptcy
Code").  In the event the Company is a debtor  under the  Bankruptcy  Code,  the
Company  hereby waives to the fullest  extent  permitted any rights to relief it
may have under 11 U.S.C. ss. 362 in respect of the Holder's  exercise right. The
Company  hereby waives to the fullest  extent  permitted any rights to relief it
may have under 11 U.S.C. ss. 362 in respect of the exercise of the Warrant.  The
Company agrees, without cost or expense to the Holder, to take or consent to any
and all action necessary to effectuate relief under 11 U.S.C. ss. 362.

     2.2.Payment of Taxes and Charges.  All shares of Common Stock issuable upon
the  exercise  of this  Warrant  pursuant to the terms  hereof  shall be validly
issued,  fully paid and  nonassessable,  and without any preemptive  rights. The
Company  shall pay all  expenses  in  connection  with,  and all taxes and other
governmental  charges that may be imposed with respect to, the issue or delivery
thereof.


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<PAGE>


     2.3.Fractional  Shares.  The  Company  shall  not be  required  to  issue a
fractional  share of  Common  Stock  upon  exercise  of any  Warrant.  As to any
fraction of a share which  Holder would  otherwise be entitled to purchase  upon
such exercise,  the Company shall pay a cash adjustment in respect of such final
fraction in an amount  equal to the same  fraction of the Market Price per share
of Common Stock on the relevant exercise date.

     2.4.Continued  Validity. A holder of shares of Common Stock issued upon the
exercise of this Warrant,  in whole or in part (other than a holder who acquires
such shares after the same have been publicly  sold  pursuant to a  Registration
Statement  under the  Securities  Act or sold pursuant to Rule 144  thereunder),
shall continue to be entitled with respect to such shares to all rights to which
it would  have been  entitled  as  Holder  under  Sections  9, 10 and 14 of this
Warrant.  The Company will, at the time of exercise of this Warrant, in whole or
in part, upon the request of Holder,  acknowledge in writing, in form reasonably
satisfactory  to Holder,  its  continuing  obligation  to afford Holder all such
rights;  provided,  however, that if Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to Holder all such rights.

     2.5. Right to Convert Warrant.  The Holder shall have the right to convert,
in whole or in part, this Warrant (the "Conversion  Right") at any time prior to
the expiration of the Exercise Period, into shares of Common Stock in accordance
with this Section 2.5. Upon exercise of the Conversion  Right, the Company shall
deliver to the Holder (without  payment by the Holder of the Warrant Price) that
number of shares of Common Stock equal to the quotient  obtained by dividing (x)
the  value  of the  portion  of this  Warrant  being  converted  at the time the
Conversion  Right is exercised  (determined by subtracting the Warrant Price for
the portion of this Warrant being converted (in effect  immediately prior to the
exercise of the Conversion  Right) from the amount  obtained by multiplying  the
number of shares of Common Stock issuable upon the whole or partial  exercise of
this Warrant,  as the case may be, by the Market Price  immediately prior to the
exercise of the Conversion Right) by (y) the Market Price of one share of Common
Stock immediately prior to the exercise of the Conversion Right.

     The  Conversion  Right may be exercised by the Holder,  at any time or from
time to time,  prior to its  expiration,  on any  business  day by  delivering a
written  notice (the  "Conversion  Notice") to the Company at the offices of the
Company,  exercising the Conversion Right and specifying (i) the total number of
shares of Common Stock the Holder will purchase  pursuant to the  conversion and
(ii) a place and date not less than two (2) nor more than twenty  (20)  Business
Days from the date of the Conversion Notice for the closing of such purchase.

     At any closing under this Section 2.5, (i) the Holder will  surrender  this
Warrant  and (ii) the  Company  will  deliver  to the  Holder a  certificate  or
certificates  for the  number  of  shares of  Common  Stock  issuable  upon such
conversion.  If this Warrant shall have been converted only in part, the Company
shall,  at the time of  delivery  of said  stock  certificate  or  certificates,
deliver  to the  Holder a new  Warrant  evidencing  the  rights of the Holder to
purchase the remaining shares of Common Stock called for by this Warrant,  which
new Warrant shall in all other respects be identical to this Warrant, or, at the
request of the Holder,  appropriate notation may be made on this Warrant and the
same returned to the Holder. The Company shall pay all expenses, taxes and other
charges payable in connection with the  preparation,  issue and delivery of such
stock   certificates  and  new  Warrants,   except  that,  in  case  such  stock
certificates  and/or new Warrants  shall be  registered in a name or names other
than the name of the Holder,  funds  sufficient to pay all stock  transfer taxes
that are payable  upon the issuance of such stock  certificates  or new Warrants
shall be paid by the Holder at the time of  delivering  the  notice of  exercise
mentioned above.


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<PAGE>


     2.6 Call Right.  Notwithstanding anything contained herein in the event for
a period of not less than fifteen (15)  consecutive  trading days (i) the Common
Stock  underlying  the Warrants  have been  registered  pursuant to an effective
Registration  Statement with the Securities & Exchange  Commission in accordance
with the terms of the  Registration  Rights  Agreement and (ii) while the Common
Stock  underlying  the Warrants  have been  registered  pursuant to an effective
Registration  Statement as provided in (i), above, the closing bid price for the
Company's  Common  Stock on NASDAQ  (or,  if the  Common  Stock is not listed or
admitted to trading on the NASDAQ,  on the principal  national security exchange
or quotation system on which the Common Stock is quoted or listed or admitted to
trading,  or, if not quoted or listed or  admitted  to  trading on any  national
securities  exchange or quotation system, the closing bid price of such security
on the  over-the-counter  market  on the  day in  question  as  reported  by the
National Association of Security Dealers,  Inc., or a similar generally accepted
reporting  service)  exceeds  fifteen  dollars  ($15.00)  for each such day, the
Company  shall have the right for a period of thirty (30) days  thereafter  (the
"Call  Period"),  by written  notice to the Holder  (the "Call  Notice") to give
notice of its  intention to  repurchase  all or a portion of this Warrant at the
Call Price (as hereafter defined). In the event the Holder does not exercise the
Warrant with respect all of the underlying shares of Common Stock at the Current
Warrant Price prior to the close of business on the fifteen (15th) following the
giving of the Call Notice as provided herein, the Company shall on the sixteenth
(16th) day following the giving of the Call Notice, at the option of the Holder,
wire transfer to an account in a bank located in the United States designated by
the Holder or by official bank check drawn on a United States bank,  purchase or
all portion on the  unexercised  portion of the Warrant at the Call Price to the
extent set forth in the Call Notice. If less than all of the Holder's Warrant is
being  repurchased by the Company,  the Company shall issue a new certificate to
the Holder  representing the right to acquire the aggregate number of underlying
shares of Common Stock not being acquired by the Company.  For purposes  hereof,
the Call Price shall mean an amount equal to (A) $.10 per share,  multiplied  by
(C) the number of shares of Common Stock  issuable upon exercise of that portion
of this Warrant then being repurchased pursuant to this Section.

3.   TRANSFER, DIVISION AND COMBINATION
     ----------------------------------

     3.1.Transfer.  Subject to  compliance  with  Sections  9,  transfer of this
Warrant and all rights  hereunder,  in whole or in part,  shall be registered on
the books of the Company to be maintained  for such purpose,  upon  surrender of
this Warrant at the principal  office of the Company  referred to in Section 2.1
or the office or agency  designated  by the  Company  pursuant  to  Section  12,
together with a written assignment of this Warrant  substantially in the form of
Exhibit B hereto  duly  executed by Holder or its agent or  attorney.  Upon such
surrender,  the Company  shall,  subject to Section 9, execute and deliver a new
Warrant  or  Warrants  in the  name  of the  assignee  or  assignees  and in the
denomination specified in such instrument of assignment,  and shall issue to the
assignor a new Warrant  evidencing  the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. A Warrant, if properly assigned in
compliance  with Section 9, may be exercised by a new Holder for the purchase of
shares of Common Stock without having a new Warrant issued.


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<PAGE>


     3.2.  Division and  Combination.  Subject to Section 9, this Warrant may be
divided  or  combined  with  other  Warrants  upon  presentation  hereof  at the
aforesaid  office or  agency  of the  Company,  together  with a written  notice
specifying the names and  denominations  in which new Warrants are to be issued,
signed by Holder or its agent or attorney.  Subject to  compliance  with Section
3.1 and  with  Section  9, as to any  transfer  which  may be  involved  in such
division or combination,  the Company shall execute and deliver a new Warrant or
Warrants  in  exchange  for the Warrant or Warrants to be divided or combined in
accordance with such notice.

     3.3.Expenses.  The  Company  shall  prepare,  issue and  deliver at its own
expense the new Warrant or Warrants under this Section 3.

     3.4.Maintenance of Books. The Company agrees to maintain,  at its aforesaid
office or agency, books for the registration and the registration of transfer of
the Warrants.

4.   ADJUSTMENTS
     -----------

     The number of shares of Common Stock for which this Warrant is exercisable,
or the  price at which  such  shares  may be  purchased  upon  exercise  of this
Warrant,  shall be subject to adjustment  from time to time as set forth in this
Section 4. The Company shall give Holder  notice of any of the following  events
which  requires an  adjustment  pursuant  to this  Section 4 at the time of such
event:

     4.1.Stock  Dividends,  Subdivisions  and  Combinations.  If at any time the
Company shall:

          (a) take a record of the  holders of its Common  Stock for the purpose
     of entitling them to receive a dividend  payable in, or other  distribution
     of, Additional Shares of Common Stock,

          (b)  subdivide  its  outstanding  shares of Common Stock into a larger
     number of shares of Common Stock, or

          (c)  combine  its  outstanding  shares of Common  Stock into a smaller
     number of shares of Common  Stock,  then (i) the number of shares of Common
     Stock  for  which  this  Warrant  is  exercisable   immediately  after  the
     occurrence  of any such  event  shall be  adjusted  to equal the  number of
     shares of Common  Stock which a record  holder of the same number of shares
     of Common Stock for which this Warrant is exercisable  immediately prior to
     the  occurrence of such event would own or be entitled to receive after the
     happening  of such  event,  and (ii) the  Current  Warrant  Price  shall be
     adjusted to equal (A) the Current Warrant Price multiplied by the number of
     shares of Common  Stock for which this Warrant is  exercisable  immediately
     prior to the adjustment  divided by (B) the number of shares for which this
     Warrant is exercisable immediately after such adjustment.


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     4.2.Certain Other Distributions.


          (a) If at any time prior to the Expiration Date the Company intends to
     make a record  of the  holders  of its  Common  Stock  for the  purpose  of
     entitling them to receive any dividend or other distribution of:

               (i) cash,

               (ii) any evidences of its  indebtedness,  any shares of its stock
          or any other  securities or property of any nature  whatsoever  (other
          than  cash,  Convertible  Securities  or  Additional  Shares of Common
          Stock), or

               (iii) any warrants or other  rights to subscribe  for or purchase
          any  evidences  of its  indebtedness,  any  shares of its stock or any
          other  securities  or  property of any nature  whatsoever  (other than
          cash,  Convertible  Securities or Additional  Shares of Common Stock),
          the Company shall send the Holder written notice at least fifteen (15)
          days prior to the record date of its intention to make such a record.

          (b) In case the Company  shall  issue any Common  Stock or any rights,
     options or warrants to all holders of record of its Common Stock  entitling
     all holders to subscribe for or purchase  shares of Common Stock at a price
     per share less than the Market  Price per share of the Common  Stock on the
     date fixed for such issue, the Current Warrant Price in effect  immediately
     prior to the close of  business  on the date  fixed for such  determination
     shall be reduced to the  amount  determined  by  multiplying  such  Current
     Warrant Price by a fraction,  the numerator of which shall be the number of
     shares  of  Common  Stock  outstanding  immediately  prior to the  close of
     business on the date fixed for such determination plus the number of shares
     of Common  Stock which the  aggregate  of the  offering  price of the total
     number of shares of Common  Stock so offered for  subscription  or purchase
     would  purchase at such Market Price and the  denominator of which shall be
     the number of shares of Common Stock  outstanding  immediately prior to the
     close of business on the date fixed for such  determination plus the number
     of shares of Common Stock so offered for  subscription  or  purchase,  such
     reduced amount to become effective  immediately after the close of business
     on the date fixed for such  determination.  For the purposes of this clause
     (b), (i) the number of shares of Common Stock at any time outstanding shall
     not include shares held in the treasury of the Company and (ii) in the case
     of any  rights,  options or warrants  which  expire by their terms not more
     than 60 days after the date of issue, sale, grant or assumption thereof, no
     adjustment of the Current  Warrant Price shall be made until the expiration
     or exercise of all rights,  options or warrants,  whereupon such adjustment
     shall be made in the manner  provided  in this  clause  (b),  but only with
     respect to the shares of Common Stock  actually  issued  pursuant  thereto.
     Such  adjustment  shall be made  successively  whenever any event specified
     above shall occur. In the event that any or all rights, options or warrants
     covered by this clause (b) are not so issued or expire or terminate  before
     being  exercised,  the  Current  Warrant  Price  then in  effect  shall  be
     appropriately readjusted.


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<PAGE>


     4.3.Other  Provisions  Applicable to  Adjustments  under this Section.  The
following  provisions  shall be applicable to the making of  adjustments  of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Current Warrant Price provided for in this Section 4:

          (a) When  Adjustments  to Be Made.  The  adjustments  required by this
     Section  4 shall  be made  whenever  and as often  as any  specified  event
     requiring an adjustment shall occur. For the purpose of any adjustment, any
     specified  event shall be deemed to have  occurred at the close of business
     on the date of its occurrence.

          (b) Fractional Interests.  In computing adjustments under this Section
     4, fractional  interests in Common Stock shall be taken into account to the
     nearest 1/10th of a share.

          (c) When  Adjustment Not Required.  If the Company shall take a record
     of the  holders of its Common  Stock for the purpose of  entitling  them to
     receive a dividend or  distribution  or subscription or purchase rights and
     shall,  thereafter and before the  distribution  to  stockholders  thereof,
     legally  abandon its plan to pay or deliver  such  dividend,  distribution,
     subscription or purchase  rights,  then  thereafter no adjustment  shall be
     required  by reason of the taking of such  record  and any such  adjustment
     previously made in respect thereof shall be rescinded and annulled.

               (d) Challenge to Good Faith Determination.  Whenever the Board of
          Directors of the Company shall be required to make a determination  in
          good faith of the fair  value of any item  under this  Section 4, such
          determination  may be challenged in good faith by the Holder,  and any
          dispute shall be resolved by an investment  banking firm of recognized
          national standing selected by the Holder and reasonably  acceptable to
          the Company.

     4.4.Reorganization,  Reclassification, Merger, Consolidation or Disposition
of Assets.  In case the Company shall  reorganize  its capital,  reclassify  its
capital stock,  consolidate or merge with or into another corporation (where the
Company  is not the  surviving  corporation  or where  there  is a change  in or
distribution with respect to the Common Stock of the Company), or sell, transfer
or  otherwise  dispose  of all or  substantially  all its  property,  assets  or
business   to  another   corporation   and,   pursuant  to  the  terms  of  such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company,  then Holder shall have the right  thereafter  to receive,  upon
exercise of the Warrant,  the number of shares of common stock of the  successor
or acquiring corporation or of the Company, if it is the surviving  corporation,
and  Other  Property  receivable  upon or as a  result  of such  reorganization,
reclassification,  merger, consolidation or disposition of assets by a holder of
the  number of shares of Common  Stock for which  this  Warrant  is  exercisable
immediately   prior  to  such  event.  In  case  of  any  such   reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and  punctual  observance  and  performance  of each and every  covenant and
condition of this  Warrant to be  performed  and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed appropriate,  subject to the Holder's consent, in order to provide for
adjustments  of shares of Common  Stock for which this  Warrant  is  exercisable
which shall be as nearly  equivalent as practicable to the adjustments  provided
for in this Section 4. For purposes of this  Section 4.4,  "common  stock of the
successor or acquiring  corporation"  shall include stock of such corporation of
any class which is not  preferred as to dividends or assets over any other class
of stock of such  corporation  and which is not subject to redemption  and shall
also include any evidences of indebtedness,  shares of stock or other securities
which  are  convertible  into  or  exchangeable  for  any  such  stock,   either
immediately  or upon the  arrival  of a  specified  date or the  happening  of a
specified  event and any warrants or other  rights to subscribe  for or purchase
any such stock.  The foregoing  provisions  of this Section 4.4 shall  similarly
apply to successive reorganizations,  reclassifications, mergers, consolidations
or disposition of assets.


                                       9

<PAGE>


     4.5.Other  Action  Affecting Common Stock. In case at any time or from time
to time the Company shall take any action in respect of its Common Stock,  other
than any action taken in the ordinary  course of the  Company's  business or any
action  described in this Section 4, which would have a material  adverse effect
upon the rights of the Holder,  the number of shares of Common  Stock and/or the
purchase  price  thereof shall be adjusted in such manner as may be equitable in
the circumstances, as determined in good faith by an investment bank selected by
Holder.

     4.6.Certain  Limitations.  Notwithstanding anything herein to the contrary,
the Company  agrees not to enter into any  transaction  which,  by reason of any
adjustment hereunder,  would cause the Current Warrant Price to be less than the
par value per share of Common Stock.

     4.7.No  Voting  Rights.  This  Warrant  shall not entitle its Holder to any
voting rights or other rights as a shareholder of the Company.

5.   NOTICES TO HOLDER
     -----------------

     5.1.Notice  of  Adjustments.  Whenever the number of shares of Common Stock
for which this Warrant is exercisable, or whenever the price at which a share of
such Common  Stock may be  purchased  upon  exercise of the  Warrants,  shall be
adjusted   pursuant  to  Section  4,  the  Company  shall  forthwith  prepare  a
certificate to be executed by an executive officer of the Company setting forth,
in reasonable detail, the event requiring the adjustment and the method by which
such adjustment was calculated,  specifying the number of shares of Common Stock
for which this Warrant is exercisable  and (if such adjustment was made pursuant
to Section  4.4 or 4.5)  describing  the number and kind of any other  shares of
stock or Other Property for which this Warrant is exercisable, and any change in
the purchase price or prices thereof,  after giving effect to such adjustment or
change. The Company shall promptly cause a signed copy of such certificate to be
delivered to the Holder in accordance  with Section 14.2. The Company shall keep
at its  office or agency  designated  pursuant  to Section 12 copies of all such
certificates  and cause the same to be available  for  inspection at said office
during  normal  business  hours  by  the  Holder,  its  representatives,  or any
prospective purchaser of a Warrant designated by the Holder.



                                       10

<PAGE>

     5.2.Notice of Corporate Action. If at any time

          (a) the Company shall take a record of the holders of its Common Stock
     for  the  purpose  of  entitling  them  to  receive  a  dividend  or  other
     distribution,  or any right to subscribe  for or purchase any  evidences of
     its indebtedness,  any shares of stock of any class or any other securities
     or property, or to receive any other right, or

          (b) there  shall be any capital  reorganization  of the  Company,  any
     reclassification or recapitalization of the capital stock of the Company or
     any  consolidation or merger of the Company with, or any sale,  transfer or
     other  disposition  of all or  substantially  all the  property,  assets or
     business of the Company to, another corporation, or

          (c) there shall be a voluntary or involuntary dissolution, liquidation
     or winding up of the Company;  then, in any one or more of such cases,  the
     Company shall give to Holder (i) at least thirty (30) Business  Days' prior
     written  notice of the date on which a record  date shall be  selected  for
     such dividend,  distribution or right or for determining  rights to vote in
     respect   of   any   such   reorganization,    reclassification,    merger,
     consolidation,  sale, transfer,  disposition,  dissolution,  liquidation or
     winding   up,   and  (ii)  in  the   case  of  any   such   reorganization,
     reclassification,   merger,  consolidation,  sale,  transfer,  disposition,
     dissolution, liquidation or winding up, at least thirty (30) Business Days'
     prior  written  notice of the date when the same  shall  take  place.  Such
     notice in accordance  with the foregoing  clause also shall specify (i) the
     date on  which  any such  record  is to be taken  for the  purpose  of such
     dividend,  distribution  or right,  the date on which the holders of Common
     Stock shall be entitled to any such dividend,  distribution  or right,  and
     the  amount  and  character  thereof,  and (ii) the date on which  any such
     reorganization,  reclassification,  merger, consolidation,  sale, transfer,
     disposition,  dissolution,  liquidation  or winding up is to take place and
     the  time,  if any such time is to be fixed,  as of which  the  holders  of
     Common Stock shall be entitled to exchange their shares of Common Stock for
     securities  or  other  property   deliverable  upon  such   reorganization,
     reclassification,   merger,  consolidation,  sale,  transfer,  disposition,
     dissolution,  liquidation  or winding up. Each such written notice shall be
     sufficiently  given if  addressed  to Holder at the last  address of Holder
     appearing  on the books of the Company and  delivered  in  accordance  with
     Section 14.2.

6.   NO IMPAIRMENT
     -------------

     The  Company  shall  not  by any  action,  including,  without  limitation,
amending  its  certificate  of  incorporation  or  through  any  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or  performance  of any of the terms of this  Warrant,  but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or  appropriate to protect the rights of Holder
against  impairment.  Without  limiting the  generality  of the  foregoing,  the
Company  will (a) not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant above the amount payable  therefor
upon such exercise immediately prior to such increase in par value, (b) take all
such action as may be  necessary  or  appropriate  in order that the Company may
validly and legally  issue fully paid and  nonassessable  shares of Common Stock
upon the  exercise of this  Warrant,  and (c) use its best efforts to obtain all
such  authorizations,  exemptions  or consents from any public  regulatory  body
having jurisdiction thereof as may be necessary to enable the Company to perform
its obligations under this Warrant.


                                       11

<PAGE>


     Upon the request of Holder,  the Company will at any time during the period
this  Warrant  is  outstanding   acknowledge  in  writing,  in  form  reasonably
satisfactory  to  Holder,  the  continuing  validity  of  this  Warrant  and the
obligations of the Company hereunder.

7.   RESERVATION AND AUTHORIZATION OF COMMON STOCK
     ---------------------------------------------

     From and after the Initial  Closing  Date,  the Company  shall at all times
reserve and keep  available  for issue upon the exercise of Warrants such number
of its authorized  but unissued  shares of Common Stock as will be sufficient to
permit the exercise in full of all  outstanding  Warrants.  All shares of Common
Stock which shall be so issuable,  when issued upon  exercise of any Warrant and
payment therefor in accordance with the terms of such Warrant, shall be duly and
validly issued and fully paid and  nonassessable,  and not subject to preemptive
rights.

     Before  taking any action  which would  cause an  adjustment  reducing  the
Current  Warrant Price below the then par value, if any, of the shares of Common
Stock  issuable  upon  exercise  of the  Warrants,  the  Company  shall take any
corporate  action  which may be  necessary in order that the Company may validly
and legally issue fully paid and  non-assessable  shares of such Common Stock at
such adjusted Current Warrant Price.

     Before  taking any action which would result in an adjustment in the number
of shares  of Common  Stock for which  this  Warrant  is  exercisable  or in the
Current  Warrant  Price,  the Company  shall obtain all such  authorizations  or
exemptions  thereof,  or consents  thereto,  as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.

8.   TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS
     --------------------------------------------------

     In the case of all dividends or other  distributions  by the Company to the
holders of its Common  Stock with  respect to which any  provision  of Section 4
refers to the taking of a record of such holders,  the Company will in each such
case take  such a record as of the close of  business  on a  Business  Day.  The
Company will not at any time close its stock transfer books or Warrant  transfer
books so as to result in  preventing or delaying the exercise or transfer of any
Warrant.

9.   RESTRICTIONS ON TRANSFERABILITY
     -------------------------------

                  The Warrants and the Warrant  Stock shall not be  transferred,
hypothecated or assigned before satisfaction of the conditions specified in this
Section  9,  which  conditions  are  intended  to  ensure  compliance  with  the
provisions of the  Securities Act with respect to the Transfer of any Warrant or
any Warrant Stock. Holder, by acceptance of this Warrant,  agrees to be bound by
the provisions of this Section 9.


                                       12

<PAGE>


     9.1.  Restrictive  Legend.  The Holder by  accepting  this  Warrant and any
Warrant  Stock  agrees that this  Warrant and the Warrant  Stock  issuable  upon
exercise  hereof may not be assigned or otherwise  transferred  unless and until
(i) the  Company  has  received  an opinion of counsel  for the Holder that such
securities  may be sold  pursuant to an exemption  from  registration  under the
Securities Act or (ii) a registration  statement relating to such securities has
been filed by the Company and declared effective by the Commission.

          (a) Each certificate for Warrant Stock issuable hereunder shall bear a
     legend  substantially  worded as follows unless such  securities  have been
     sold pursuant to an effective  registration  statement under the Securities
     Act:

            "The  securities  represented by this  certificate  have not
            been registered under the Securities Act of 1933, as amended
            (the "Act") or any state securities laws. The securities may
            not  be  offered   for  sale,   sold,   assigned,   offered,
            transferred  or otherwise  distributed  for value except (i)
            pursuant to an effective  registration  statement  under the
            Act or any  state  securities  laws or (ii)  pursuant  to an
            exemption   from   registration   or   prospectus   delivery
            requirements  under the Act or any state  securities laws in
            respect  of which the  Company  has  received  an opinion of
            counsel  satisfactory to the Company to such effect.  Copies
            of  the   agreement   covering  both  the  purchase  of  the
            securities and restricting their transfer may be obtained at
            no cost by written  request  made by the holder of record of
            this  certificate  to the  Secretary  of the  Company at the
            principal executive offices of the Company."

          (b) Except as otherwise  provided in this Section 9, the Warrant shall
     be  stamped  or  otherwise  imprinted  with a legend in  substantially  the
     following form:

            "This Warrant and the securities represented hereby have not
            been  registered  under  the  Securities  Act  of  1933,  as
            amended,  or  any  state  securities  laws  and  may  not be
            transferred   in  violation  of  such  Act,  the  rules  and
            regulations  thereunder or any state  securities laws or the
            provisions of this Warrant."

     9.2.Notice  of  Proposed  Transfers.  Prior to any  Transfer  or  attempted
Transfer of any Warrants or any shares of Restricted  Common  Stock,  the Holder
shall give five (5) days'  prior  written  notice (a  "Transfer  Notice") to the
Company of Holder's intention to effect such Transfer, describing the manner and
circumstances  of the  proposed  Transfer,  and obtain from counsel to Holder an
opinion that the proposed  Transfer of such Warrants or such  Restricted  Common
Stock may be effected  without  registration  under the  Securities Act or state
securities laws. After the Company's receipt of the Transfer Notice and opinion,
such Holder  shall  thereupon  be entitled  to  Transfer  such  Warrants or such
Restricted  Common Stock, in accordance  with the terms of the Transfer  Notice.
Each  certificate,  if any,  evidencing  such shares of Restricted  Common Stock
issued upon such Transfer and the Warrant  issued upon such Transfer  shall bear
the restrictive  legends set forth in Section 9.1, unless in the opinion of such
counsel  such  legend is not  required  in order to ensure  compliance  with the
Securities Act.


                                       13

<PAGE>


     9.3.Required  Registration.  Pursuant to the terms and conditions set forth
in the Registration  Rights  Agreement,  the Company shall prepare and file with
the Commission not later than the thirtieth (30th) day after the Initial Closing
Date,  a  Registration  Statement  relating  to the offer and sale of the Common
Stock  issuable  upon exercise of the Warrants and shall use its best efforts to
cause the  Commission  to  declare  such  Registration  Statement  effective  in
accordance with the terms set forth in Section 2(a) of the  Registration  Rights
Agreement.

     9.4.Termination of Restrictions.  Notwithstanding the foregoing  provisions
of Section 9, the restrictions  imposed by this Section upon the transferability
of the Warrants,  the Warrant Stock and the  Restricted  Common Stock (or Common
Stock issuable upon the exercise of the Warrants) and the legend requirements of
Section 9.1 shall  terminate  as to any  particular  Warrant or share of Warrant
Stock or Restricted  Common Stock (or Common Stock issuable upon the exercise of
the Warrants) (i) when and so long as such security shall have been  effectively
registered  under the Securities Act and applicable  state  securities  laws and
disposed of pursuant  thereto or (ii) when the  Company  shall have  received an
opinion of counsel  that such  shares may be  transferred  without  registration
thereof under the Securities Act and applicable state securities laws.  Whenever
the  restrictions  imposed by Section 9 shall  terminate as to this Warrant,  as
hereinabove  provided,  the Holder  hereof shall be entitled to receive from the
Company upon written request of the Holder, at the expense of the Company, a new
Warrant  bearing the  following  legend in place of the  restrictive  legend set
forth hereon:

             "THE RESTRICTIONS ON  TRANSFERABILITY  OF THE WITHIN WARRANT
             CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________,  20__,
             AND ARE OF NO FURTHER FORCE AND EFFECT."

All Warrants issued upon  registration of transfer,  division or combination of,
or in  substitution  for,  any Warrant or Warrants  entitled to bear such legend
shall have a similar legend endorsed thereon.  Whenever the restrictions imposed
by this Section shall  terminate as to any share of Restricted  Common Stock, as
hereinabove  provided,  the holder thereof shall be entitled to receive from the
Company,  at the Company's expense,  a new certificate  representing such Common
Stock not bearing the restrictive legends set forth in Section 9.1.

     9.5.Listing on Securities Exchange. If the Company shall list any shares of
Common Stock on any securities exchange,  it will, at its expense, list thereon,
maintain  and,  when  necessary,  increase such listing of, all shares of Common
Stock  issued  or, to the extent  permissible  under the  applicable  securities
exchange rules, issuable upon the exercise of this Warrant so long as any shares
of Common Stock shall be so listed during the Exercise Period.


                                       14

<PAGE>

10.     SUPPLYING INFORMATION
        ---------------------

     The Company shall  cooperate with Holder in supplying  such  information as
may be  reasonably  necessary  for Holder to complete  and file any  information
reporting forms presently or hereafter required by the Commission as a condition
to the  availability of an exemption from the Securities Act for the sale of any
Warrant or Restricted Common Stock.

11.     LOSS OR MUTILATION
        ------------------

     Upon receipt by the Company from Holder of evidence reasonably satisfactory
to it of the ownership of and the loss, theft, destruction or mutilation of this
Warrant and indemnity  reasonably  satisfactory to it (it being  understood that
the written agreement of the Holder shall be sufficient indemnity),  and in case
of mutilation upon surrender and cancellation  hereof,  the Company will execute
and deliver in lieu hereof a new Warrant of like tenor to Holder;  provided,  in
the case of  mutilation,  no  indemnity  shall be  required  if this  Warrant in
identifiable form is surrendered to the Company for cancellation.

12.     OFFICE OF THE COMPANY
        ---------------------

     As  long as any of the  Warrants  remain  outstanding,  the  Company  shall
maintain an office or agency  (which may be the principal  executive  offices of
the Company) where the Warrants may be presented for exercise,  registration  of
transfer, division or combination as provided in this Warrant, such office to be
initially  located at MAX Internet  Communications,  Inc.,  8115  Preston  Road,
Dallas,  Texas 75225, Att:  Lawrence R. Biggs,  Jr., Tel.: (214) 691-0055,  Fax:
(214) 691-0887,  provided, however, that the Company shall provide prior written
notice to Holder of a change in address no less than  thirty  (30) days prior to
such change.

13.     LIMITATION OF LIABILITY
        -----------------------

     No  provision  hereof,  in the absence of  affirmative  action by Holder to
purchase  shares of Common  Stock,  and no  enumeration  herein of the rights or
privileges of Holder hereof,  shall give rise to any liability of Holder for the
purchase price of any Common Stock or as a stockholder  of the Company,  whether
such liability is asserted by the Company or by creditors of the Company.

14.     MISCELLANEOUS
        -------------

     14.1. Nonwaiver and Expenses.  No course of dealing or any delay or failure
to exercise any right  hereunder on the part of Holder shall operate as a waiver
of such  right or  otherwise  prejudice  Holder's  rights,  powers or  remedies,
notwithstanding  all rights  hereunder  terminate on the Expiration Date. If the
Company fails to make, when due, any payments  provided for hereunder,  or fails
to comply with any other  provision of this  Warrant,  the Company  shall pay to
Holder  such  amounts as shall be  sufficient  to cover any direct and  indirect
losses,  damages,  costs and expenses including,  but not limited to, reasonable
attorneys' fees, including those of appellate proceedings, incurred by Holder in
collecting any amounts due pursuant hereto or in otherwise  enforcing any of its
rights, powers or remedies hereunder.



                                       15

<PAGE>

     14.2. Notice  Generally.  Except as may be otherwise  provided herein,  any
notice or other  communication or delivery required or permitted hereunder shall
be in writing  and shall be  delivered  personally  or sent by  certified  mail,
postage prepaid, or by a nationally  recognized  overnight courier service,  and
shall be deemed  given when so  delivered  personally  or by  overnight  courier
service,  or, if mailed,  three (3) days after the date of deposit in the United
States mails, as follows:

                           (1)      if to the Company, to:

                                    MAX Internet Communications, Inc.
                                    8115 Preston Road
                                    Dallas, Texas 75225
                                    Att.:   Lawrence R. Biggs, Jr.
                                    Tel.:   (214) 691-0055
                                    Fax:   (214) 691-0887

                                    with a copy to:

                                    Glast, Phillips & Murray
                                    2200 One Galleria Tower
                                    13355 Noel Road, L.B. 48
                                    Dallas, Texas 75240-6657
                                    Tel.:  (972) 419-9300
                                    Fax:  (972) 419-8329

                           (2)      if to the Purchaser to:

                                    Boxer Partners LLC
                                    WEC Asset Management LLC
                                    One World Trade Center, Suite 4563
                                    New York, New York  10048
                                    Attention:  Ethan Benovitz
                                    Tel:  (212) 775-9299
                                    Fax: (212) 775-9311

                                    with a copy to:

                                    Cohen Tauber Spievak & Wagner LLP
                                    1350 Avenue of the Americas
                                    26th Floor
                                    New York, New York  10019
                                    Att.:  Jay Spievak, Esq.
                                    Tel.:  (212) 519-5195
                                    Fax:  (212) 262-1766

     The Company or the Holder may change the foregoing  address by notice given
pursuant to this Section 14.2.



                                       16

<PAGE>

     14.3.  Indemnification.  The Company  agrees to indemnify and hold harmless
Holder  from  and  against  any  liabilities,   obligations,   losses,  damages,
penalties,  actions,  judgments, suits, claims, costs, attorneys' fees, expenses
and disbursements of any kind which may be imposed upon, incurred by or asserted
against  Holder in any manner  relating  to or arising out of any failure by the
Company to perform or observe in any respect any of its  covenants,  agreements,
undertakings or obligations set forth in this Warrant.

     14.4. Remedies. Holder in addition to being entitled to exercise all rights
granted by law,  including  recovery  of  damages,  will be entitled to specific
performance  of its rights under this Warrant.  The Company agrees that monetary
damages would not be adequate  compensation for any loss incurred by reason of a
breach by it of the  provisions  of this Warrant and hereby  agrees to waive the
defense  in any action for  specific  performance  that a remedy at law would be
adequate.

     14.5. Successors and Assigns. Subject to the provisions of Sections 3.1 and
9, this  Warrant and the rights  evidenced  hereby shall inure to the benefit of
and be binding upon the successors of the Company and the successors and assigns
of Holder.  The provisions of this Warrant are intended to be for the benefit of
all Holders  from time to time of this  Warrant  and,  with respect to Section 9
hereof, holders of Warrant Stock, and shall be enforceable by any such Holder or
holder of Warrant Stock.

     14.6.  Amendment.  This  Warrant and all other  Warrants may be modified or
amended or the provisions  hereof waived only with the prior written  consent of
the Company and the Holder.

     14.7. Severability. Wherever possible, each provision of this Warrant shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision of this Warrant  shall be  prohibited  by or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Warrant.

     14.8.  Headings.  The headings used in this Warrant are for the convenience
of  reference  only and shall  not,  for any  purpose,  be deemed a part of this
Warrant.

     14.9.  Governing  Law.  This  Warrant  shall be governed by the laws of the
State of New York, without regard to the provisions thereof relating to conflict
of laws. The Company  consents to the  jurisdiction  of the federal courts whose
districts  encompass any part of the City of New York or the state courts of the
State of New York sitting in the City of New York in connection with any dispute
arising under this Warrant or any of the transactions  contemplated  hereby, and
hereby waives, to the maximum extent permitted by law, any objection,  including
any  objections  based on forum  non  conveniens,  to the  bringing  of any such
proceeding in such jurisdictions.

     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGE TO FOLLOW.]









                                       17



<PAGE>



                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
duly executed and its corporate seal to be impressed  hereon and attested by its
Secretary or an Assistant Secretary.

Dated:  January 26, 2000

                                            Max Internet Communications, Inc.

                                            By:___________________________
                                               Name:
                                               Title:
Attest:


By:______________________
    Name:
    Title:  Secretary
















                                       18


<PAGE>


                                    EXHIBIT A

                                SUBSCRIPTION FORM

                 [To be executed only upon exercise of Warrant]



The  undersigned  registered  owner of this Warrant  irrevocably  exercises this
Warrant  for the  purchase  of ______  Shares of  Common  Stock of Max  Internet
Communications,  Inc (the  "Company").,  and herewith makes payment  therefor in
cash or by check or bank draft made payable to the Company, all at the price and
on the  terms  and  conditions  specified  in this  Warrant  and  requests  that
certificates for the shares of Common Stock hereby purchased (and any securities
or other  property  issuable  upon such  exercise)  be issued in the name of and
delivered  to  _____________  whose  address is  _________________  and, if such
shares of Common  Stock  shall not  include  all of the  shares of Common  Stock
issuable as provided in this Warrant,  that a new Warrant of like tenor and date
for the balance of the shares of Common Stock issuable hereunder be delivered to
the undersigned.

                                        -------------------------------
                                        (Name of Registered Owner)


                                        -------------------------------
                                        (Signature of Registered Owner)


                                        -------------------------------
                                        (Street Address)


                                        -------------------------------
                                        (City)    (State)    (Zip Code)



         NOTICE:  The signature on this  subscription  must  correspond with the
name as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.










                                       19