EXHIBIT 4.2

           VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON MARCH 29, 2009



          THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT
          HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
          OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
          EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED
          OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
          THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
          TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
          SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS
          AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
          TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
          TO THE COMPANY. THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA
          FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH
          A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN
          RULE 501(a) UNDER THE SECURITIES ACT.


                                         Right to Purchase [2,000,000] Shares of
                                         Common Stock, par value $.001 per share

Date: March 29, 2006

                                 ZONE4PLAY, INC.
                             STOCK PURCHASE WARRANT

     THIS CERTIFIES THAT, for value received, ______________ is entitled to
purchase from Zone 4 Play, Inc., a corporation organized under the laws of the
State of Nevada (the "COMPANY"), at any time or from time to time during the
period specified in Section 2 hereof, two million (2,000,000) fully paid and
non-assessable shares of the Company's common stock, par value $.001 per share
(the "COMMON STOCK"), at an exercise price per share (the "EXERCISE PRICE")
equal to $1.35 per share. The number of shares of Common Stock purchasable
hereunder (the "WARRANT SHARES") and the Exercise Price are subject to
adjustment as provided in Section 4 hereof. The term "WARRANT" means this
Warrant.

                                       1
<PAGE>


Capitalized terms used and not otherwise defined herein that are defined in the
Securities Purchase Agreement dated March 29, 2006 between the holder and the
Company ("Purchase Agreement"), shall have the meanings given to such terms in
the Purchase Agreement.

     This Warrant is subject to the following terms, provisions and conditions:

     1. MANNER OF EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.
Subject to the provisions hereof, including, without limitation, the limitations
contained in Section 7 hereof, this Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant, together with a
completed exercise agreement in the form attached hereto (the "Exercise
Agreement"), to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the holder hereof), or by payment to
the Company in cash, by certified or official bank check or by wire transfer for
the account of the Company, of the Exercise Price for the Warrant Shares
specified in the Exercise Agreement. The Warrant Shares so purchased shall be
deemed to be issued to the holder hereof, as the record owner of such shares, as
of the close of business on the date on which this Warrant shall have been
surrendered, the completed Exercise Agreement shall have been delivered, and
payment shall have been made for such shares as set forth above or, if such date
is not a business date, on the next succeeding business date. The Warrant Shares
so purchased, representing the aggregate number of shares specified in the
Exercise Agreement, shall (by the Company or through its transfer agent) be
delivered (i.e., deposited with a nationally-recognized overnight courier
service postage prepaid) to the holder hereof within a reasonable time, not
exceeding five business days, after this Warrant shall have been so exercised
(the "Delivery Period"). If the Company's transfer agent is participating in the
Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and
so long as the certificates therefor do not bear a legend and the holder is not
obligated to return such certificate for the placement of a legend thereon, the
Company shall cause its transfer agent to electronically transmit the Warrant
Shares so purchased to the holder by crediting the account of the holder or its
nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC
Transfer"). If the aforementioned conditions to a DTC Transfer are not
satisfied, the Company shall deliver as provided herein to the holder physical
certificates representing the Warrant Shares so purchased. Further, the holder
may instruct the Company to deliver to the holder physical certificates
representing the Warrant Shares so purchased in lieu of delivering such shares
by way of DTC Transfer. Any certificates so delivered shall be in such
denominations as may be reasonably requested by the holder hereof, shall be
registered in the name of such holder, during the period in which the Warrant
Shares are registered for resale under the Securities Act or otherwise may be
sold by the holder pursuant to Rule 144(k) promulgated under the Securities Act
(or a successor rule), shall not bear any restrictive legend. If this Warrant
shall have been exercised only in part, then the Company shall, at its expense,
at the time of delivery of such certificates, deliver to the holder a new
Warrant representing the number of shares with respect to which this Warrant
shall not then have been exercised.


                                       2
<PAGE>


     2. PERIOD OF EXERCISE. This Warrant shall be exercisable at any time or
from time to time during the period beginning on March 29, 2006 and ending at
5:00 p.m., New York City time, on March 29, 2009 (the "Exercise Period"). The
Exercise Period shall automatically be extended by one (1) day for each day
during the Exercise Period (or any extension thereof) on which the Company does
not have a number of shares of Common Stock reserved for issuance upon exercise
hereof at least equal to the number of shares of Common Stock issuable upon
exercise hereof.

     3. CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and
agrees as follows:

          (a) SHARES TO BE FULLY PAID. All Warrant Shares will, upon issuance in
     accordance with the terms of this Warrant, be validly issued, fully paid,
     and nonassessable and free from all taxes, liens, claims and encumbrances.

          (b) RESERVATION OF SHARES. During the Exercise Period, the Company
     shall at all times have authorized, and reserved for the purpose of
     issuance upon exercise of this Warrant, a sufficient number of shares of
     Common Stock to provide for the exercise in full of this Warrant.

          (c) CERTAIN ACTIONS PROHIBITED. The Company will not, by amendment of
     its charter 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 to be observed or performed by it
     hereunder, but will at all times in good faith assist in the carrying out
     of all the provisions of this Warrant and in the taking of all such action
     as may reasonably be requested by the holder of this Warrant in order to
     protect the economic benefit inuring to the holder hereof and the exercise
     privilege of the holder of this Warrant against dilution or other
     impairment, consistent with the tenor and purpose of this Warrant. Without
     limiting the generality of the foregoing, the Company (i) will not increase
     the par value of any shares of Common Stock receivable upon the exercise of
     this Warrant above the Exercise Price then in effect, and (ii) will take
     all such actions 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.

          (d) SUCCESSORS AND ASSIGNS. This Warrant will be binding upon any
     entity succeeding to the Company by merger, consolidation, or acquisition
     of all or substantially all of the Company's assets.

          (e) BLUE SKY LAWS. The Company shall, on or before the date of
     issuance of any Warrant Shares, take such actions as the Company shall
     reasonably determine are necessary to qualify the Warrant Shares for, or
     obtain exemption for the Warrant Shares for, sale to the holder of this
     Warrant upon the exercise hereof under applicable securities or "blue sky"
     laws of the states of the United States, and shall provide evidence of any
     such action so taken to the holder of this Warrant prior to such date if
     requested by the holder hereof; provided, however, that the Company shall
     not be required in connection therewith or as a condition thereto to (a)
     qualify to do business in any jurisdiction where it would not otherwise be
     required to qualify but for this Section 3(e), (b) subject itself to
     general taxation in any such jurisdiction or (c) file a general consent to
     service of process in any such jurisdiction.


                                       3
<PAGE>


     4. ANTI DILUTION PROVISIONS. During the Exercise Period, the Exercise Price
and the number of Warrant Shares issuable hereunder shall be subject to
adjustment from time to time as provided in this Section 4. In the event that
any adjustment of the Exercise Price as required herein results in a fraction of
a cent, such Exercise Price shall be rounded up or down to the nearest cent.

          (a) SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company, at any
     time during the Exercise Period, subdivides (by any stock split, stock
     dividend, recapitalization, reorganization, reclassification or otherwise)
     its shares of Common Stock into a greater number of shares, then, after the
     date of record for effecting such subdivision, the Exercise Price in effect
     immediately prior to such subdivision will be proportionately reduced. If
     the Company, at any time during the Exercise Period, combines (by reverse
     stock split, recapitalization, reorganization, reclassification or
     otherwise) its shares of Common Stock into a smaller number of shares,
     then, after the date of record for effecting such combination, the Exercise
     Price in effect immediately prior to such combination will be
     proportionately increased.

          (b) ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the
     Exercise Price pursuant to the provisions of this Section 4, the number of
     shares of Common Stock issuable upon exercise of this Warrant at each such
     Exercise Price shall be adjusted by multiplying a number equal to the
     Exercise Price in effect immediately prior to such adjustment by the number
     of shares of Common Stock issuable upon exercise of this Warrant at such
     Exercise Price immediately prior to such adjustment and dividing the
     product so obtained by the adjusted Exercise Price.

          (c) CONSOLIDATION, MERGER OR SALE. In case of any consolidation of the
     Company with, or merger of the Company into, any other corporation, or in
     case of any sale or conveyance of all or substantially all of the assets of
     the Company other than in connection with a plan of complete liquidation of
     the Company at any time during the Exercise Period, adequate provision will
     be made whereby the holder hereof will have the right to acquire and
     receive upon exercise of this Warrant in lieu of the shares of Common Stock
     immediately theretofore acquirable upon the exercise of this Warrant, such
     shares of stock, securities, cash or assets as may be issued or payable
     with respect to or in exchange for the number of shares of Common Stock
     immediately theretofore acquirable and receivable upon exercise of this
     Warrant had such consolidation, merger or sale or conveyance not taken
     place. Any successor corporation shall assume the obligations of the
     Company under this Warrant or shall made adequate provision to provide to
     the holder a reasonable substitute for the shares of stock issuable
     hereunder.

          (d) DISTRIBUTION OF ASSETS. In case the Company shall declare or make
     any distribution of its assets (or rights to acquire its assets) to holders
     of Common Stock as a partial liquidating dividend, stock repurchase by way
     of return of capital or otherwise (including any dividend or distribution
     to the Company's stockholders of cash or shares (or rights to acquire
     shares) of capital stock of a subsidiary) (a "Distribution"), at any time
     during the Exercise Period, then the holder hereof shall be entitled upon
     exercise of this Warrant for the purchase of any or all of the shares of
     Common Stock subject hereto, to receive the amount of such assets (or
     rights) which would have been payable to the holder had such holder been
     the holder of such shares of Common Stock on the record date for the
     determination of stockholders entitled to such Distribution. If the Company
     distributes rights, warrants, options or any other form of convertible
     securities to all of its holders of Common Stock, and the right to exercise
     or convert such securities would expire in accordance with their terms
     prior to the expiration of the Exercise Period, then to the extent
     practicable the terms of such securities shall provide that such exercise
     or convertibility right shall remain in effect until 30 days after the date
     the holder hereof receives such securities pursuant to the exercise hereof.


                                       4
<PAGE>


          (e) NOTICE OF ADJUSTMENT. Upon the occurrence of any event which
     requires any adjustment of the Exercise Price, then, and in each such case,
     the Company shall give notice thereof to the holder hereof, which notice
     shall state the Exercise Price resulting from such adjustment and the
     increase or decrease in the number of Warrant Shares purchasable at such
     price upon exercise, setting forth in reasonable detail the method of
     calculation and the facts upon which such calculation is based. Such
     calculation shall be certified by the chief financial officer of the
     Company.

          (f) MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the
     Exercise Price shall be made in an amount of less than $.01, but any such
     lesser adjustment shall be carried forward and shall be made at the time
     and together with the next subsequent adjustment which, together with any
     adjustments so carried forward, shall amount to not less than $.01.

          (g) NO FRACTIONAL SHARES. No fractional shares of Common Stock are to
     be issued upon the exercise of this Warrant, but the Company shall pay a
     cash adjustment in respect of any fractional share which would otherwise be
     issuable in an amount equal to the same fraction of the Market Price of a
     share of Common Stock on the date of such exercise.

          (h) OTHER NOTICES. In case at any time:

               (i) the Company shall declare any dividend upon the Common Stock
          payable in shares of stock of any class or make any other distribution
          (other than dividends or distributions payable in cash out of retained
          earnings consistent with the Company's past practices with respect to
          declaring dividends and making distributions) to the holders of the
          Common Stock;

               (ii) the Company shall offer for subscription pro rata to the
          holders of the Common Stock any additional shares of stock of any
          class or other rights;

               (iii) there shall be any capital reorganization of the Company,
          or reclassification of the Common Stock, or consolidation or merger of
          the Company with or into, or sale of all or substantially all of its
          assets to, another corporation or entity; or

               (iv) there shall be a voluntary or involuntary dissolution,
          liquidation or winding-up of the Company;


                                       5
<PAGE>


     then, in each such case, the Company shall give to the holder of this
Warrant (a) notice of the date or estimated date on which the books of the
Company shall close or a record shall be taken for determining the holders of
Common Stock entitled to receive any such dividend, distribution, or
subscription rights or for determining the holders of Common Stock entitled to
vote in respect of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding-up and (b) in the case of any
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, notice of the date (or, if not then known, a
reasonable estimate thereof by the Company) when the same shall take place. Such
notice shall also specify the date on which the holders of Common Stock shall be
entitled to receive such dividend, distribution, or subscription rights or to
exchange their Common Stock for stock or other securities or property
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation, or winding-up, as the case may be. Such notice
shall be given at least ten (10) days prior to the record date or the date on
which the Company's books are closed in respect thereto. Failure to give any
such notice or any defect therein shall not affect the validity of the
proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Notwithstanding the foregoing, the Company shall publicly disclose the substance
of any notice delivered hereunder prior to delivery of such notice to the holder
hereof.

          (i) CERTAIN EVENTS. If, at any time during the Exercise Period, any
     event occurs of the type contemplated by the adjustment provisions of this
     Section 4 but not expressly provided for by such provisions, the Company
     will give notice of such event as provided in Section 4(e) hereof, and an
     appropriate adjustment in the Exercise Price and the number of shares of
     Common Stock acquirable upon exercise of this Warrant at each such Exercise
     Price shall be made so that the rights of the holder shall be neither
     enhanced nor diminished by such event.

          (j) CERTAIN DEFINITIONS.

               (i) "COMMON STOCK" for purposes of this Section 4, includes the
          Common Stock and any additional class of stock of the Company having
          no preference as to dividends or distributions on liquidation,
          provided that the shares purchasable pursuant to this Warrant shall
          include only Common Stock in respect of which this Warrant is
          exercisable, or shares resulting from any subdivision or combination
          of such Common Stock, or in the case of any reorganization,
          reclassification, consolidation, merger, or sale of the character
          referred to in Section 4(c) hereof, the stock or other securities or
          property provided for in such Section.

               (ii) "MARKET PRICE" as of any date, (i) means the average of the
          closing sales prices for the shares of Common Stock on the Nasdaq
          National Market or other trading market where such security is listed
          or traded as reported by Bloomberg Financial Markets (or a comparable
          reporting service of national reputation selected by the Company and
          reasonably acceptable to the holders if Bloomberg Financial Markets is
          not then reporting sales prices of such security) (collectively,
          "Bloomberg") for the five (5) consecutive trading days immediately
          preceding such date, or (ii) if the Nasdaq National Market is not the
          principal trading market for the shares of Common Stock, the average
          of the reported sales prices reported by Bloomberg on the principal
          trading market for the Common Stock during the same period, or, if
          there is no sales price for such period, the last sales price reported
          by Bloomberg for such period, or (iii) if the foregoing do not apply,
          the last sales price of such security in the over-the-counter market
          on the pink sheets or bulletin board for such security as reported by
          Bloomberg, or if no sales price is so reported for such security, the
          last bid price of such security as reported by Bloomberg, or (iv) if
          market value cannot be calculated as of such date on any of the
          foregoing bases, the Market Price shall be the average fair market
          value as reasonably determined by an investment banking firm selected
          by the Company and reasonably acceptable to the holder, with the costs
          of the appraisal to be borne by the Company. The manner of determining
          the Market Price of the Common Stock set forth in the foregoing
          definition shall apply with respect to any other security in respect
          of which a determination as to market value must be made hereunder.


                                       6
<PAGE>


     5. ISSUE TAX. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the holder of this
Warrant or such shares for any issuance tax or other costs in respect thereof,
provided that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant or any income tax
payable by any holder.

     6. NO RIGHTS OR LIABILITIES AS A STOCKHOLDER. This Warrant shall not
entitle the holder hereof to any voting rights or other rights as a stockholder
of the Company. No provision of this Warrant, in the absence of affirmative
action by the holder hereof to purchase Warrant Shares, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the Exercise Price or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.

     7. TRANSFER, EXCHANGE AND REPLACEMENT OF WARRANT.

          (a) RESTRICTION ON TRANSFER. This Warrant and the rights granted to
     the holder hereof are not transferable, in whole or in part other than in
     accordance with Section 4.1 of the Purchase Agreement.

          (b) WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This Warrant is
     exchangeable, upon the surrender hereof by the holder hereof at the office
     or agency of the Company referred to in Section 7(e) below, for new
     warrants of like tenor of different denominations representing in the
     aggregate the right to purchase the number of shares of Common Stock which
     may be purchased hereunder, each of such new warrants to represent the
     right to purchase such number of shares (at the Exercise Price therefor) as
     shall be designated by the holder hereof at the time of such surrender, and
     all such warrants thereafter constituting the Warrant referenced herein.
     Notwithstanding the foregoing, in no event shall the Company be required to
     issue new warrants pursuant to this Section 7(b) for the right to purchase
     less than 1,000 shares of Common Stock.

          (c) REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
     satisfactory to the Company of the loss, theft, destruction, or mutilation
     of this Warrant and, in the case of any such loss, theft, or destruction,
     upon delivery of an indemnity agreement reasonably satisfactory in form and
     amount to the Company, or, in the case of any such mutilation, upon
     surrender and cancellation of this Warrant, the Company, at its expense,
     will execute and deliver, in lieu thereof, a new Warrant of like tenor.


                                       7
<PAGE>


          (d) CANCELLATION; PAYMENT OF EXPENSES. Upon the surrender of this
     Warrant in connection with any transfer, exchange, or replacement as
     provided in this Section 7, this Warrant shall be promptly canceled by the
     Company. The Company shall pay all taxes (other than securities transfer
     taxes and income taxes) and all other expenses (other than legal expenses,
     if any, incurred by the holder or transferees) and charges payable in
     connection with the preparation, execution, and delivery of any Warrant by
     the Company pursuant to this Section 7.

          (e) EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time of the
     surrender of this Warrant in connection with any exercise, transfer, or
     exchange of this Warrant, this Warrant (or, in the case of any exercise,
     the Warrant Shares issuable hereunder), shall not be registered under the
     Securities Act and under applicable state securities or blue sky laws, the
     Company may require, as a condition of allowing such exercise, transfer, or
     exchange, (i) that the holder or transferee of this Warrant, as the case
     may be, furnish to the Company a written opinion of counsel (which opinion
     shall be in form, substance and scope customary for opinions of counsel in
     comparable transactions and reasonably acceptable to the Company) to the
     effect that such exercise, transfer, or exchange may be made without
     registration under the Securities Act and under applicable state securities
     or blue sky laws, (ii) that the holder or transferee execute and deliver to
     the Company an investment letter in form and substance acceptable to the
     Company and (iii) that the transferee be an "accredited investor" as
     defined in Rule 501(a) promulgated under the Securities Act; PROVIDED that
     no such letter, or status as an "accredited investor" referred to in (ii)
     and (iii) shall be required in connection with a transfer pursuant to Rule
     144 under the Securities Act.

     8. NOTICES. Any notices required or permitted to be given under the terms
of this Warrant shall be sent by certified or registered mail (return receipt
requested) or delivered personally or by courier or by confirmed telecopy, and
shall be effective five days after being placed in the mail, if mailed, or upon
receipt or refusal of receipt, if delivered personally or by courier, or by
confirmed telecopy, in each case addressed to a party. The addresses for such
communications shall be:


                     If to the Company:

                     Zone4Play, Inc.
                     103 Foulk Road
                     Wilmington, DE  19803

                     Attn:  Chief Financial Officer

                     with a copy simultaneously transmitted by like means to:

                     Z.A.G/S&W LLP
                     1290 Avenue of the Americas, 29th Floor
                     New York, NY 10104
                     Attn: Howard E. Berkenblit, Esq.


                                       8
<PAGE>


If to the holder, at such address as such holder shall have provided in writing
to the Company, or at such other address as such holder furnishes by notice
given in accordance with this Section 8.

     9. GOVERNING LAW; JURISDICTION. This Warrant shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
the principles of conflicts of law thereof. Each of the Company and the holder
hereof irrevocably consents to the jurisdiction of the United States federal
courts and state courts located in the State of Delaware in any suit or
proceeding based on or arising under this Warrant and irrevocably agrees that
all claims in respect of such suit or proceeding may be determined in such
courts. Each of the Company and the holder hereof irrevocably waives any
objection to the laying of venue and the defense of an inconvenient forum to the
maintenance of such suit or proceeding. Each of the Company and the holder
hereof further agrees that service of process mailed by certified or registered
mail shall be deemed in every respect effective service of process in any such
suit or proceeding. Nothing herein shall affect the Company's or the holder's
right to serve process in any other manner permitted by law. Each of the Company
and the holder hereof agrees that a final non-appealable judgment in any such
suit or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on such judgment or in any other lawful manner.

     10. MISCELLANEOUS.

          (a) AMENDMENTS. This warrant and any provision hereof may only be
     amended by an instrument in writing signed by the Company and the holder
     hereof.

          (b) DESCRIPTIVE HEADINGS. The descriptive headings of the several
     sections of this warrant are inserted for purposes of reference only, and
     shall not affect the meaning or construction of any of the provisions
     hereof.

          (c) TRADING DAY. For purposes of this Warrant, the term "trading day"
     means any day on which the principal United States securities exchange or
     trading market where the Common Stock is then listed is open for trading.

          (d) RESTRICTIONS. The holder acknowledges that the Warrant Shares
     acquired upon the exercise of this Warrant, if not registered, will have
     restrictions upon resale imposed by securities laws. The holder
     acknowledges by acceptance of the Warrant that (a) it has acquired this
     Warrant for investment and not with a view to distribution; (b) it has the
     capacity to protect its own interests in connection with the transaction;
     and (c) it is an "accredited investor" as that term is defined in
     Regulation D promulgated under the Securities Act.

                         [Remainder of page left blank.]


                                       9
<PAGE>


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


                                           ZONE 4 PLAY, INC.



                                           By: /s/ Shimon Citron
                                           ---------------------
                                           Name:  Shimon Citron
                                           Title: Chief Executive Officer



                                       10
<PAGE>

                               NOTICE OF EXERCISE

To: Zone 4 Play, Inc.

     (1) The undersigned, (the holder of the attached Warrant) hereby
irrevocably elects to purchase ________ Warrant Shares of the Company pursuant
to the terms of the attached Warrant, and tenders herewith payment of the
exercise price in full, together with all applicable transfer taxes, if any, in
the aggregate amount of $_________.

     (2) Payment is in lawful money of the United States :

     (3) Please issue a certificate or certificates representing said Warrant
Shares in the name of the undersigned or in such other name as is specified
below:

     _______________________________

The Warrant Shares shall be delivered to the following address:

     _______________________________

     _______________________________

     _______________________________

     (4) The undersigned hereby confirms the representations and warranties set
forth in Section 3.2 of the Purchase Agreement.

     [_] (CHECK IF APPLICABLE): Please issue a new Warrant for the unexercised
portion of the attached Warrant in the name of the undersigned.

                                          [PURCHASER]


                                          By: ______________________________
                                              Name:
                                              Title:

                                          Dated:  ________________________

                                          Federal Tax ID or Social Security No.:
                                          _________________


                                       11